TERMS AND CONDITIONS

Effective Date: January 1, 2025

Access and Use.

Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all terms and conditions herein, Provider hereby grants Customer a non-exclusive, non-transferable right for Customer and its Authorized Users to access and use those Services that are identified in Order Forms entered into by and between the Parties, during the term of the Agreement (the “Term”), solely for Customer’s internal use in accordance with these terms and conditions(the “Terms and Conditions”).

Authorized User Accounts and Passwords. In order for Authorized Users to use the Services each Authorized User must create a user account (“each a “User Account”) and choose a password using accurate information that is kept up to date in changes occur. Provider will send a link, via email, to each Authorized User identified by Customer as such, that Authorized Users can use to create their User Accounts. Authorized Users shall not provide false information in connection with their User Accounts, and Customer shall ensure that Authorized Users do not provide false information in connection with User Accounts. Each Authorized User must be at least 18 years of age and shall be responsible for maintaining the confidentiality of their User Account and password. Authorized Users shall not share their User Account information and password with other individuals or entities, and shall not assign or otherwise transfer their User Accounts to any other individual or entity, whether free of charge or for consideration, without the prior written consent of Provider. Customer shall contact Provider immediately if it believes that a User Account has been compromised. Customer acknowledges that Provider is not responsible for third-party access to User Accounts. Customer further acknowledges and agrees that, as between Provider and Customer, Customer shall be responsible for all acts and omissions of Authorized Users in connection with the Services and the User Accounts.

Documentation License. Subject to these Terms and Conditions, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer as may be made available from time-to-time at perspectiveshealth.ai (the “Documentation”), during the Term, solely for Customer's internal business purposes in connection with its use of the Services

Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in the Agreement. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to Provider’s intellectual property (“Provider IP”), which includes, but is not limited to the Services and the Documentation. Provider does and shall continue to own all right, title and interest in, including, without limitation, all intellectual property rights, in and to the Services and Documentation, and any updates, enhancements, or other improvements, refinements, derivatives, configurations or customizations thereto.

Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend Customer’s access to any portion or all of the Services if: (i) Customer fails to timely pay Fees (as defined herein) to Provider; (ii) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer is prohibited by applicable law; or (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services. Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured (if curable). Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other party may incur as a result of a Service Suspension.

Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Service in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on information, data, and other content that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services (“Customer Data”). Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information (as that term is defined more fully herein).

Customer Responsibilities.

General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by an Authorized User will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of the Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

Systems and Environment Specifications. Customer shall be responsible for maintaining all specifications, systems, and environments deemed necessary by Licensor for setup, deployment, and use of the Software, as may be updated by Licensor from time to time.

Equipment and Ancillary Services. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance or local telephone service (collectively, “Equipment”).Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications provided by Licensor, which may be amended from time to time.

Legal and Regulatory Requirements. Customer understands and agrees that it is solely and exclusively responsible for compliance with all legal and regulatory requirements as may be applicable to Customer’s business and profession and its provision of services to its clients (collectively referred to herein as “Legal Requirements”), including but not limited to: (i) requirements regarding obtaining consent and/or authorizations from clients in connection with Customer’s use of the Services; and (ii) requirements regarding documentation and record retention, including records as may be generated in connection with the Services. Customer represents and warrants to Provider that it shall comply with all such applicable legal Requirements, including obtaining such consents and authorizations from clients as may be necessary in connection with Customer’s use of the Services, and maintaining documents and records generated in connection with the Services for so long as may be legally required, and that it shall indemnify, hold harmless, and defend Provider from any and all costs, claims, losses, and/or damages resulting from alleged failures to comply with Legal Requirements, whether in connection with the Services or otherwise.

Service Levels and Support.

Service Levels. Subject to these Terms and Conditions, Provider shall use commercially reasonable efforts to make the Services available in accordance with service levels as follows: 99% uptime (“SLAs”). Provider may issue credits for future Services (“Service Credits”) at its sole discretion for any failure to meet the committed service level as specified in the SLAs. Service Credits will be applied to future invoices or services and cannot be exchanged for cash or other forms of payment.

Support. The access rights granted hereunder entitle Customer to the support services described from time to time on Provider's website located at perspectiveshealth.ai for the Term of the Agreement

Fees and Payments. Customer agrees to pay Provider the Fees specified in all Order Forms entered into by and between the Parties for all Services by Provider,upon such terms and at such times as are set forth in such Order Forms.. The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties. In the event of any dispute regarding Fees, the Customer must notify Provider in writing within fifteen (15) days of the invoice date of any such dispute. Customer agrees to work in good faith to resolve any such dispute. If Customer does not bring such a dispute within such period, Customer waives any right to dispute the Fees.

Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under the Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed, except to the extent such Confidential Information cannot be practicably returned or destroyed (for example to the extent it is stored on backup tapes), in which case the Party’s may continue to retain such Confidential Information so long as (a) such Confidential Information continues to maintain subject to the terms of this Section, and (b) it is not affirmatively accessed or used by such Party.

HIPAA. The Parties (and their representatives and subcontracts, if/as applicable) shall comply with all applicable federal, state, and local laws and regulations pertaining to the confidentiality of said medical records, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder by the United States Department of Health and Human Services (“HIPAA”), and any applicable state laws, rules or regulations, including but not limited to HIPAA and New York State Public Health Law Art. 27-F (HIV/AIDS). Provider agrees to protect the confidentiality of Customer’s patients’ Protected Health Information (“PHI”) that Licensor may have occasion to handle, use, disseminate, or otherwise come into contact with in connection with the Services, if any, and in connection therewith, shall enter into a Business Associate Agreement with Customer the terms of which are hereby incorporated by reference into and made a part of the Agreement.

Intellectual Property.

Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.

Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”) Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

Limited Warranty and Warranty Disclaimer.

Provider warrants that the Services will conform in all material respects to the SLAs when accessed and used in accordance with the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in the SLAs. The remedies set forth in Section 3(a) herein are Customer's sole remedies and Provider's sole liability under the limited warranty set forth in this Section 8(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

Limits of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $25,000.00, WHICHEVER IS LESS.

Indemnification.

By Provider. Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (a “Third-Party Claim”) that the Services, or any use of the Services in accordance with the Agreement, infringes or misappropriates such third party’s US intellectual property rights/, provided that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim. If a Third Party-Claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate the Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products. THIS SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

By Customer. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from a Third-Party Claim that Customer Data, or any use of Customer Data in accordance with the Agreement, infringes or misappropriates a third party's intellectual property rights. Customer shall also indemnify, hold harmless, and, at Provider’s option, defend Provider from any Losses resulting from Third-Party Claims based on or related to: (i) the acts or omissions of Authorized Users the negligence or willful misconduct of Customer or Authorized Users; (iii) use of the Services in a manner not authorized by the Agreement[; (iv) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (v) modifications to the Services not made by Provider; and (vi) alleged failures to comply with Legal Requirements, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

Term; Termination.

Term. The Term of the Agreement as well as terms regarding renewal of the Agreement shall be as are set forth in such Order Forms as are entered into by and between the Parties.

Termination Without Cause. Customer may, in its sole discretion, terminate this Agreement without cause during the first sixty (60) days of the Initial Term by giving Provider at least ten (10) days’ prior written notice, after which Provider shall promptly refund any Fees already remitted by Customer.

Termination for Cause. Either Party may terminate this Agreement upon breach by the other Party of any material provision of this Agreement, provided such breach continues and is not cured by thirty (30) days after receipt by the breaching party of written notice of such breach from the non-breaching Party.

Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations hereunder, Customer shall delete, destroy, or return all copies of the Provider IP and, upon request, certify in writing to Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

Dispute Resolution; Arbitration and CLASS ACTION WAIVER.

To the maximum extent allowable by law, the Parties mutually agree that any claim, complaint, controversy, grievance, cause of action, or dispute that they may have against each other or otherwise arising out of or relating to the Agreement or the breach thereof, whether based in contract, tort, federal, state, or municipal statute, or otherwise (collectively “Disputes”), shall submitted to be finally resolved by binding arbitration administered by the arbitral organization of Provider’s choice, including but not limited to the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect (the “AAA Arbitration Rules”). Unless otherwise agreed by the Parties in writing, any Dispute to be decided in arbitration hereunder shall be decided before a sole arbitrator. THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING BUT NOT LIMTIED TO CLASS ACTIONS, COLLECTIVE ACTION, AND REPRESENTATIVE ACTION.THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER.

The Agreement and any Disputes in connection with the Agreement or the Services shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

Miscellaneous.

Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all previous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties. Except to the extent otherwise set forth herein (for example with respect to Fees), no amendment, alteration, or waiver of any of the terms of the Agreement shall be valid unless in writing and signed by both Parties.

Survival. The following provisions herein shall survive termination or expiration of the Agreement: 1, 2, 4, 5, 7, 9, 10, 12, and 13.

Independent Contractors. None of the provisions of this Agreement are intended to create and none shall be deemed or construed to create any relationship between the Parties other than that of independent contractors. The Parties are independent entities contracting with each other hereunder solely for the purpose of effectuating the provisions of the Agreement. The Agreement is not intended, and shall not be construed, to create an employment, venture, partnership, association, trustee-beneficiary relationship, principal-agent relationship, or fiduciary relationship, between the Parties.

Use of Name and Logo. Neither Party shall use, or allow its affiliates to use, the other Party’s name, tradename(s) or logo(s) in any internal or external promotional advertising or other communication without the prior written consent of such other Party.

Binding Effect; No Assignment. The Agreement is binding upon and inures to the benefit of the Parties, their respective heirs, executors, administrators, successors and assigns. The Agreement may not be assigned by either Party without the prior written consent of the non-assigning Party.

Amendment and Modification; Waiver. no amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege

Merger. No representations, warranties, undertakings, or promises have been made by either Party to the other, except as expressly set forth in the Agreement. Each Party acknowledges that in entering into the Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement.

Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible

Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. The Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of certain of their obligations hereunder may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic or epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo

Notice. Any notice required or permitted to be given under the Agreement shall be in writing and shall be deemed to have been duly given if sent by email to the email address provided by the receiving Party.

Effectiveness. The Agreement is deemed to be entered into and effective immediately upon the Customer's action of clicking the box indicating "I agree" to these Terms and Conditions, thereby signifying the Customer's acceptance and agreement to all the terms and conditions set forth here