FDDHub Subscription Agreement

1. SaaS Services and Support

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services and to maintain Service availability. Company will notify Customer promptly of any material interruptions to the Services. As part of the registration process, Customer will identify an administrative username and password for Customer's FDDHub account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company's then-current published support policy or, for Order Form customers, the terms set forth in Exhibit B attached to the applicable Order Form.

1.3 Company reserves the right to modify, update, or discontinue features or functionality of the Services at any time; provided that Company shall use commercially reasonable efforts to provide Customer with at least thirty (30) days' prior written notice of any material modification that would materially reduce the core functionality of the Services. Company shall not be liable to Customer or any third party for any modification, suspension, or discontinuance of the Services or any feature or functionality thereof, provided that the foregoing shall not limit Customer's right to terminate pursuant to Section 6.

2. Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms relevant to the Services or any Software; modify, translate, or create derivative works based on the Services or any Software; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

2.2 Customer may not export or re-export the Services or Software in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

2.3 Customer represents, covenants, and warrants that it will use the Services only in compliance with Company's standard published policies then in effect and all applicable laws and regulations. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use it believes may be in violation of the foregoing. Company reserves the right to modify its standard published policies from time to time upon at least thirty (30) days' prior written notice to Customer. Customer's continued use of the Services following the effective date of any such modification shall constitute Customer's acceptance of the modified policies. If Customer does not agree to any modified policies, Customer may terminate this Agreement upon written notice to Company prior to the effective date of the modification, and Company shall provide a pro-rata refund of any prepaid, unused fees.

2.4 Customer shall be responsible for obtaining and maintaining all equipment and ancillary services needed to connect to, access, or use the Services, including hardware, software, operating systems, networking, and web servers (collectively, "Equipment"). Customer shall be responsible for maintaining the security of the Equipment, account credentials, passwords, and files, and for all uses of the account with or without Customer's knowledge or consent.

2.5 Authorized Users; Audit Rights. (a) Customer shall designate the individuals authorized to access and use the Services on Customer's behalf ("Authorized Users"), limited to Customer's employees, agents, and contractors with a bona fide need to access the Services in connection with Customer's permitted use thereof. Customer shall not permit any person other than Authorized Users to access the Services, shall not share login credentials among multiple users, and shall be responsible for ensuring that all Authorized Users comply with the terms of this Agreement. Customer shall be liable for any breach of this Agreement by any Authorized User. Customer shall promptly notify Company upon becoming aware of any unauthorized access to or use of the Services. (b) Company shall have the right, upon at least ten (10) days' prior written notice and during Customer's normal business hours, to audit Customer's use of the Services to verify compliance with the terms of this Agreement, including without limitation the restrictions set forth in this Section 2. Customer shall cooperate with any such audit and provide Company with reasonable access to relevant records and personnel. If any audit reveals that Customer has underpaid fees or materially violated any restriction, Customer shall promptly pay any underpaid amounts (plus accrued interest) and take immediate corrective action. Company shall not conduct more than one (1) such audit per calendar year absent reasonable cause to believe a material violation has occurred.

2.6 Competitive Use Restriction. Customer shall not use FDDHub data, prospect engagement reports, behavioral scoring outputs, or any other platform outputs or analytics, directly or indirectly, to: (a) develop, train, or improve any competing franchise technology platform or franchise intelligence product; (b) provide data or insights to any franchise broker network, lead aggregator, or third-party lead generation service that competes with Company; or (c) otherwise benefit any entity that competes with Company's business of providing franchise prospect analytics and disclosure document intelligence. The obligations of this Section shall survive termination for two (2) years.

3. Confidentiality; Proprietary Rights

3.1 Customer shall own all right, title, and interest in and to the Customer Data. Company shall own and retain all right, title, and interest in and to: (a) the Services and Software, all improvements, enhancements, or modifications thereto; (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support; and (c) all intellectual property rights related to any of the foregoing.

3.2 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of the Services (including information concerning Customer Data), and Company may: (i) use such information to improve and enhance the Services and for development, diagnostic, and corrective purposes; and (ii) create, own, use, and commercialize Derived Data as set forth in Section 3.6. No rights or licenses are granted except as expressly set forth herein.

3.3 Company may aggregate and de-identify Customer Data and usage data across the platform to create anonymized data sets, benchmarks, indices, and analytical reports ("Derived Data"). Derived Data will be de-identified such that no individual Customer can reasonably be identified therefrom. Company owns all right, title, and interest in and to all Derived Data and may use, license, sell, and distribute Derived Data to third parties for any purpose, including without limitation industry benchmarking, franchise performance analytics, and market research. Customer may not attempt to reverse-engineer or re-identify any Derived Data. Nothing in this Section limits Customer's ownership of its underlying Customer Data as set forth in Section 3.2.

3.4 Confidentiality. Each party ("Receiving Party") understands that the other party ("Disclosing Party") has disclosed or may disclose non-public business, technical, or financial information relating to its business ("Proprietary Information"). Proprietary Information of Company includes non-public information regarding the Services, Software, technology, pricing, and business operations. Proprietary Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (ii) not to use or divulge Proprietary Information to any third party except as necessary to exercise its rights or perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by a third party without restriction; (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Proprietary Information; or (e) is required to be disclosed by applicable law or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice and cooperates in seeking a protective order. The obligations of this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for so long as they qualify as trade secrets under applicable law.

3.5 FDD Regulatory Notice. FDD content delivered through the platform remains subject to applicable franchise disclosure laws, including without limitation the FTC Franchise Rule (16 C.F.R. Part 436) and applicable state franchise registration and disclosure statutes. Company does not warrant that delivery of FDD content through the platform satisfies any specific legal disclosure requirement. Customer remains solely responsible for its own compliance with applicable franchise law.

3.6 FranchiseScore Independence. FranchiseScore™ analytical outputs and lead scoring conclusions are determined by Paralex, Inc. in its sole and independent discretion. Customer acknowledges that franchisors may provide input or context but that all scoring determinations produced as part of the Services are made independently by Company and do not constitute legal advice or a guarantee of candidate quality.

4. Franchise Regulatory Acknowledgment

4.1 FDD Content Accuracy. Customer represents, warrants, and covenants that: (a) all FDD content, franchise disclosure documents, and related materials uploaded to or processed through the Services are, to Customer's knowledge, true, accurate, and complete in all material respects as of the date of upload and at all times during which such content is made accessible through the Services; (b) Customer has the full right, power, and authority to upload such content to the Services and to grant Company the rights necessary to process, deliver, and display such content in connection with the Services; (c) such content does not infringe, misappropriate, or violate any intellectual property right, confidentiality obligation, or other right of any third party; and (d) Customer shall promptly update or remove any FDD content that becomes inaccurate, outdated, or otherwise non-compliant with applicable law. Customer acknowledges that Company's analytical outputs and platform features are materially dependent on the accuracy and completeness of the content submitted by Customer, and that Company shall bear no responsibility for any errors, omissions, or deficiencies in platform outputs that result from inaccurate, incomplete, or outdated Customer-submitted content.

4.2 Technology Platform Only. FDDHub is a technology platform and analytics tool. It does not constitute legal advice and is not a substitute for qualified legal counsel. Customer should consult with legal counsel experienced in franchise law regarding regulatory compliance matters.

4.3 Customer Regulatory Responsibility. Customer represents and warrants that it shall remain solely responsible for compliance with the FTC Franchise Rule (16 C.F.R. Part 436) and all applicable state franchise registration and disclosure requirements. Customer acknowledges that use of the Services does not relieve it of any such compliance obligation.

4.4 No Warranty of Compliance. Company makes no representation that use of the platform, or any feature or output thereof, satisfies any legal disclosure obligation or constitutes compliance with any applicable franchise law or regulation.

5. Payment of Fees

5.1 Customer will pay Company the subscription fees for Customer's selected plan as presented through the Service or, for Order Form customers, as described in the applicable Order Form, in accordance with the terms therein. If Customer's use of the Services exceeds the Service Capacity set forth in the applicable Order or otherwise requires additional fees, Customer shall be billed for such usage and agrees to pay additional fees as provided herein. Company reserves the right to increase fees at the start of any renewal term; provided, however, that any such fee increase shall not exceed five percent (5%) above the fees in effect during the immediately preceding term. Company shall provide written notice of any fee adjustment at least sixty (60) days prior to the start of the renewal term to which it applies (which notice may be sent by email).

Payment is due in advance for each billing period via the payment method Customer has on file with the Service (processed via Stripe) or, for Order Form customers, the payment method designated in the Order Form. If any payment is not received within ten (10) days of its due date, Company may, upon written notice to Customer, suspend Customer's access to and use of the Services until all outstanding amounts are paid in full. Suspension of Services pursuant to this Section shall not relieve Customer of its payment obligations, and fees shall continue to accrue during any period of suspension. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and continued nonpayment may result in termination of Service in accordance with Section 6.2. Customer shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company's net income.

5.2 If Customer believes Company has billed incorrectly, Customer must contact Company no later than sixty (60) days after the closing date of the first billing statement in which the error appeared in order to receive an adjustment or credit.

5.3 Billing Cadence; Annual Commitment. Each paid subscription is an annual license. At the time of purchase, Customer elects to pay either (i) in twelve (12) equal monthly installments over the one-year term, or (ii) annually in advance. Customer's election of monthly-installment billing does not reduce or shorten the one-year commitment. Customer has no right to terminate a paid subscription for convenience during the Initial Service Term or any renewal term and remains responsible for the Service Fees for the entire then-current term, except in the case of Customer's termination for Company's uncured material breach under Section 6.2. Upon any early cessation of use, all unpaid Service Fees for the remainder of the then-current term shall become immediately due and payable. All Service Fees, including any prepaid Service Fees, are non-refundable and are not subject to pro-ration or credit upon any termination, except that, if Customer terminates this Agreement for Company's uncured material breach under Section 6.2, Company shall refund or credit a pro-rata portion of any prepaid Service Fees for each unused full calendar month remaining in the then-current term, paid within thirty (30) days of the effective termination date.

5.4 FDD Overage Fees.

(a) Included FDD Allotment. Each subscription includes the number of Franchise Disclosure Document deliveries ("FDDs") set forth in the applicable Order for each calendar quarter (the "Included Allotment"). For purposes of this Section, one "FDD" means each delivery or disclosure of a Franchise Disclosure Document to a prospective franchisee or other recipient through the Service, as metered by the platform. Company's records of FDD usage shall be the basis for determining usage and any Overage Fees.

(b) Overage Fees. Each FDD delivered through the Service in excess of the Included Allotment for the applicable period (each, an "Overage FDD") will be billed at the per-FDD overage rate set forth in the Order (the "Overage Fee"). Overage Fees are in addition to the recurring subscription fees and are non-refundable except as expressly provided herein.

(c) No Carryover of Unused FDDs. The Included Allotment is provided on a per-quarter basis and is measured per calendar quarter. Any portion of the Included Allotment not used during a given calendar quarter expires at the end of that quarter and does not roll over, carry forward, or accumulate to any subsequent period, and has no cash value, credit value, or refund value. Overage Fees for a given quarter are not reduced or offset by unused Included Allotment from any prior or subsequent quarter.

(d) Quarterly Calculation and Billing. Company will calculate the total number of Overage FDDs for each calendar quarter and bill the corresponding Overage Fees in arrears. Such Overage Fees will be charged within ten (10) days following the close of each calendar quarter.

(e) Automatic Payment; Payment Method on File. Customer authorizes Company and its third-party payment processor (Stripe) to automatically charge the payment method (e.g., credit card) Customer has on file with the Service for all Overage Fees as they become due, without the need for a separate invoice, purchase order, or further approval. Customer acknowledges that Overage Fees vary by period based on actual usage and that the amount charged each quarter will vary accordingly. Customer agrees to maintain a valid, current payment method on file at all times and to promptly update it upon any change, expiration, or replacement. If a charge to the payment method on file is declined or fails, Company may reattempt the charge, and any unpaid Overage Fees will be subject to the late-payment, finance-charge, suspension, and termination provisions set forth in the Fees and Payment section of this Agreement. Customer remains responsible for all Overage Fees regardless of any payment-method failure.

(f) Billing Disputes. If Customer believes any Overage Fee has been calculated or charged in error, Customer must notify Company within sixty (60) days after the date of the charge in order to be eligible for an adjustment or credit. Absent such notice, the charge shall be deemed final and accepted.

(g) Taxes. Overage Fees are exclusive of, and Customer is responsible for, all applicable sales, use, and similar taxes, other than taxes based on Company's net income.

6. Term and Termination

6.1 Subject to earlier termination as provided below, the Initial Service Term for each paid subscription (including Growth and Scale) is one (1) year, regardless of whether Customer elects monthly-installment or annual-prepay billing, and shall be automatically renewed for successive one-year terms (collectively, the "Term"), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The Essentials (free) subscription has no fixed term, is provided month-to-month, and may be cancelled by Customer at any time through the Service. For Order Form customers (Portfolio and custom engagements), the Initial Service Term is as set forth in the Order Form.

6.2 Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within the notice period; provided that Company may terminate or suspend the Services immediately upon Customer's nonpayment. Upon any termination, Company will make Customer Data available to Customer for electronic retrieval for a period of thirty (30) days following the effective date of termination. Following the expiration of such thirty (30) day retrieval period, Company shall have no obligation to retain Customer Data and may permanently delete all Customer Data from its systems without further notice or liability to Customer, and Customer acknowledges that Company shall bear no responsibility for any loss of Customer Data following such deletion. Customer will pay in full for the Services through the last day on which Services are provided. All sections of this Agreement that by their nature should survive termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions, and shall perform Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled or emergency maintenance, or due to causes beyond Company's reasonable control; Company shall use reasonable efforts to provide advance written notice of scheduled disruptions.

Customer acknowledges that certain features of the Services, including without limitation FranchiseScore™ analytical outputs, lead scoring, and other AI-assisted features, are powered by artificial intelligence and machine learning technologies that are emerging and evolving in nature. Company does not warrant that any AI-assisted output will be accurate, complete, error-free, or fit for any particular purpose. The quality and accuracy of AI-assisted outputs are materially dependent on the accuracy and completeness of data and content submitted by Customer (including FDD content). Company shall not be liable for any errors, omissions, or inaccuracies in AI-assisted outputs, or for any decisions made by Customer or any third party in reliance thereon.

However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this Section, the Services are provided "as is" and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

From time to time, Company may make available certain features or functionality on a beta, preview, or early access basis ("Beta Features"). Beta Features are provided "as is" and "as available" without any warranty of any kind, express or implied, and are expressly excluded from any service level commitments or uptime guarantees that may otherwise apply to the Services. Company may modify, suspend, or discontinue any Beta Feature at any time without notice or liability. Customer assumes all risk associated with its use of any Beta Features and agrees not to rely on Beta Features for any production or mission-critical business purposes.

8. Indemnity

8.1 Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. The foregoing obligations do not apply with respect to portions or components of the Service: (a) not supplied by Company; (b) made in whole or in part in accordance with Customer specifications; (c) modified after delivery by Company; (d) combined with other products or materials where the alleged infringement relates to such combination; or (e) where Customer's use is not strictly in accordance with this Agreement.

8.2 Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Company Indemnitees") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to: (a) any claim by any third party, including without limitation any prospective or actual franchisee, franchise candidate, or regulatory authority, arising out of or in connection with any franchise sales activity conducted by or on behalf of Customer, including any claim that Customer's Franchise Disclosure Document ("FDD") delivered through or in connection with the Services was inaccurate, incomplete, misleading, untimely, or otherwise deficient in any respect; (b) any breach or alleged breach by Customer of its representations, warranties, or obligations under Section 4 of this Agreement or any applicable franchise disclosure law or regulation, including without limitation the FTC Franchise Rule (16 C.F.R. Part 436) and any applicable state franchise registration or disclosure statute; (c) any claim that the FDD content or other data uploaded by Customer to the Services infringes, misappropriates, or violates any intellectual property right, privacy right, or other right of any third party, or that Customer lacked authorization to upload such content; (d) Customer's gross negligence or willful misconduct; or (e) any use of the Services by Customer or its authorized users in violation of this Agreement or applicable law. The foregoing obligations are conditioned upon Company: (i) providing Customer with prompt written notice of any such claim; (ii) permitting Customer to assume sole control over the defense and settlement of such claim, provided that Customer shall not settle any claim that imposes any obligation or liability on Company without Company's prior written consent; and (iii) providing Customer with reasonable cooperation and assistance at Customer's expense.

9. Limitation of Liability

Notwithstanding anything to the contrary, except for bodily injury of a person, except for Customer's indemnification obligations under Section 8.2, and except for either party's breach of its confidentiality obligations under Section 3, Company and its suppliers, officers, affiliates, representatives, contractors, and employees shall not be responsible or liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability, or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services, or technology or loss of business; (b) for any indirect, exemplary, incidental, special, or consequential damages; (c) for any matter beyond Company's reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Company for the Services under this Agreement in the twelve (12) months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.

10. Miscellaneous

10.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

10.2 Assignment. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

10.3 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter hereof. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.

10.4 Order of Precedence. In the event of any conflict or inconsistency between the terms of this Agreement and any Order, the terms of this Agreement shall control, except that the pricing, service capacity, and initial service term expressly set forth in the Order shall supersede any conflicting terms in this Agreement with respect to those specific matters. No terms or conditions set forth in any purchase order, acknowledgment, invoice, or other Customer-generated document shall be incorporated into or form any part of this Agreement, and all such terms are hereby expressly rejected.

10.5 No Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

10.6 Dispute Resolution; Jury Trial Waiver; Class Action Waiver. (a) Arbitration. Except as set forth in subsection (c) below, any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (each, a "Dispute") shall be submitted to and resolved by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware, and judgment on the arbitrator's award may be entered in any court of competent jurisdiction. (b) Jury Trial Waiver. To the fullest extent permitted by applicable law, each party hereby irrevocably waives all right to trial by jury in any action, proceeding, or counterclaim (whether based on contract, tort, or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby. (c) Injunctive Relief. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including without limitation to protect Proprietary Information, intellectual property rights, or to enforce the restrictions in Section 2.6, without posting bond and without waiving the right to arbitrate the underlying merits of any Dispute. (d) Class Action Waiver. All disputes shall be resolved on an individual basis only. Each party irrevocably waives the right to participate in any class, collective, consolidated, or representative arbitration or litigation. The arbitrator shall have no authority to consolidate claims of multiple parties without the express written consent of all parties.

10.7 Non-Solicitation. During the Term and for a period of one (1) year following the expiration or termination of this Agreement for any reason, Customer shall not, directly or indirectly, solicit for employment or consulting engagement, hire, or retain any person who is then employed by Company, or who was employed by Company within the preceding twelve (12) months, without Company's prior written consent. The foregoing shall not prohibit general solicitations of employment through public advertisements or job postings not specifically targeted at Company's employees.

10.8 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

10.9 Feedback. Customer may from time to time provide Company with suggestions, comments, ideas, recommendations, or other feedback regarding the Services or any proposed features or improvements thereto (collectively, "Feedback"). Customer hereby irrevocably assigns to Company all right, title, and interest in and to all Feedback, including all intellectual property rights therein. Company shall be free to use, disclose, reproduce, license, and otherwise exploit any Feedback in any manner and for any purpose without restriction, obligation, or compensation to Customer. Customer represents and warrants that it has the right to provide such Feedback and that the Feedback does not include any information that Customer is obligated to keep confidential.

10.10 Notices. All notices under this Agreement will be in writing and will be deemed duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail as per the contact information set forth in the applicable Order or in Customer's account; the day after it is sent for next-day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.

10.11 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is directly caused by circumstances beyond such party's reasonable control, including without limitation acts of God, fire, flood, earthquake, epidemic or pandemic, governmental action or regulation, war, terrorism, labor disputes, widespread internet outages, power failures, telecommunications infrastructure failures, or cyberattacks (each, a "Force Majeure Event"). The affected party shall promptly notify the other party in writing upon the occurrence of a Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects thereof and resume performance. If a Force Majeure Event continues for a period of thirty (30) or more consecutive days, either party may terminate this Agreement upon written notice without further liability to the other party, except for payment obligations that accrued prior to the date of termination.

10.12 Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Subject to Section 10.6, each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for the resolution of any dispute arising under or relating to this Agreement, and each party irrevocably waives any objection to the laying of venue of any such proceeding in such courts and any claim that such courts represent an inconvenient forum.

10.13 Reference; Publicity. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request, and the parties shall work together in good faith to issue a mutually agreed upon press release within ninety (90) days of the Effective Date. Customer hereby grants Company a non-exclusive, royalty-free, worldwide license to use Customer's name and logo in Company's marketing materials, website, customer lists, pitch decks, investor presentations, and other promotional materials for the sole purpose of identifying Customer as a customer of the Services, subject to any reasonable trademark usage guidelines provided to Company by Customer in writing. Customer may revoke the foregoing license upon sixty (60) days' prior written notice to Company.

10.14 Electronic Signatures; Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes and shall be fully binding and enforceable to the fullest extent permitted by applicable law, including without limitation the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted in applicable jurisdictions.