Terms of SERVICE

Updated: October 18, 2021

This Terms of Service (the “Agreement”), govern the relationship by and between you and 1Huddle, Inc. (“1Huddle”), (each, a “Party” and, collectively the “Parties”).

IF YOU HAVE ARRIVED AT THIS PAGE DURING THE PROCESS OF INSTALLING, DOWNLOADING, ACCESSING, OR DEPLOYING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT BY PROCEEDING WITH THE INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS IN THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, YOU SHALL DISCONTINUE THE INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE OF THE SERVICES. IF YOUR REPRESENTATIVE PROCEEDS WITH THE INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE OF THE PLATFORM (AS DEFINED BELOW), YOUR REPRESENTATIVE IS REPRESENTING AND WARRANTING THAT THEY ARE AUTHORIZED TO BIND YOU TO THIS AGREEMENT.

THE AGREEMENT MAY BE PERIODICALLY UPDATED. YOUR CONTINUED USE OF THE SERVICES AFTER REVISED TERMS HAVE BEEN POSTED CONSTITUTES YOUR ACCEPTANCE OF THE AGREEMENT.

1. Services 1.1 The services to be provided to you by 1Huddle (the “Services”) shall be described on separate, mutually executed Statements of Work as may from time to time be issued hereunder, which are incorporated herein by reference (each, an “SOW”). By entering into this Agreement, 1Huddle hereby grants you, during the Term of this Agreement, and subject to the terms and conditions set forth herein, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the internet-based platform to train employees (the “Platform”) and the Services. No implied license(s) are granted herein, and you may not use the Services or the Platform except pursuant to the limited rights granted in this Agreement and the applicable SOWs. Each SOW and the Agreement shall define, with specificity, the types of Services, the term, the applicable pricing and other appropriate terms and conditions applicable to such Services and to the use of the Platform. In the event of any conflict between this Agreement and an SOW, the provisions of this Agreement shall prevail, unless the terms of the SOW specifically reference the provision of this Agreement which is superseded.

1.2 This Agreement, any applicable SOW and all Services provided thereunder shall at all times be subject to the Service Level Agreement.

1.3 1Huddle shall not commence the provision of, and you shall not be required to pay for, any Services unless and until the applicable SOW has been completed and signed by each Party’s authorized representatives.

1.4 Subject to Section 5 (“Confidentiality”), 1Huddle shall have the right to use third parties (“Third Parties”) in the performance of its obligations and the Services hereunder and, for purposes of this Agreement, all references to 1Huddle or its employees shall be deemed to include such third parties.

2. Payment for Services

2.1 You shall pay 1Huddle the fees in accordance with the payment schedule set forth in the applicable SOW for the performance of the Services described therein, plus all applicable taxes or charges imposed by any governmental entity in connection with your use of the Services.

2.2 Unless otherwise set forth in the applicable SOW, all invoices will be issued in advance. All 1Huddle invoices are payable within thirty (30) days of receipt, except for any amounts disputed in good faith by you. 1Huddle invoices shall be deemed undisputed unless you notify 1Huddle with a detailed description otherwise within twenty (20) days of receipt of such invoice as to the amount in dispute and reason for such dispute. All amounts paid by you to 1Huddle prior to the execution of this Agreement which relate to the Services covered by this Agreement shall be credited and deducted from the amounts set forth on the applicable SOW.

2.3 In the event you fail to pay any undisputed 1Huddle invoice within thirty (30) days of receipt, such unpaid amounts shall be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum rate permitted by law, whichever is lower. You shall also be responsible for all expenses of collection due on any undisputed balance due, including, but not limited to, 1Huddle's reasonable attorneys' fees and expenses.

2.4 In the event you fail to pay any undisputed 1Huddle invoice within forty-five (45) days of receipt, 1Huddle may, in addition to any other remedy available hereunder, immediately terminate and/or suspend each or all of the following: (i) the Services; (ii) the Agreement and (iii) any applicable SOW, which such termination and/or suspension shall not be deemed a waiver of any right to collect monies due and payable to 1Huddle.

3. Term

3.1 Unless otherwise set forth in any then-current SOW, this Agreement shall remain in effect for one (1) year, unless earlier terminated by either Party as provided herein (the “Initial Term”). Unless otherwise indicated in an applicable SOW, the Term of this Agreement and any SOW related thereto shall automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Term”) unless a Party provides the other Party with advanced written notice, at least sixty (60) days prior to the end of the then current Term, that it does not wish to renew the Term of the Agreement and any applicable SOW.

4. Termination

4.1 In addition to the termination rights provided in Section 2.4 above, this Agreement and all SOWs may be terminated by either Party in the event of a material breach by the other Party (the “Defaulting Party”) of any of its material obligations under this Agreement or any applicable SOW and failure by the Defaulting Party to remedy such breach within ten (10) days after written notice of such breach is provided to the Defaulting Party. In the event of such termination: (i) neither Party shall be relieved of any of its obligations incurred prior to such termination, and (ii) to the extent a specific SOW is terminated, any other SOW which is not terminated shall survive in accordance with its terms.

4.2 In addition to the rights to terminate provided herein, this Agreement and any or all SOWs may be terminated, by either Party, effective immediately and without notice, in the event of (i) the dissolution, termination of existence, liquidation or insolvency of the other Party, (ii) the appointment of a custodian or receiver for the other Party, (iii) the institution by or against the other Party of any proceeding under the United States Bankruptcy Code or any other foreign, federal or state bankruptcy, receivership, insolvency or other similar law affecting the rights of creditors generally, or (iv) the making by the other Party of a composition of, or any assignment or trust mortgage for the benefit of, creditors.

4.3 Except as otherwise set forth in any applicable SOW, 1Huddle may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to you. In the event 1Huddle terminates the Agreement or an applicable SOW, 1Huddle shall forfeit payment on Services that have not been delivered or provided. All unpaid invoices for Services provided prior to the date of termination by 1Huddle shall remain payable, unless otherwise agreed to in writing.

5. Confidentiality

5.1 All information, including the terms of this Agreement and any SOW, pricing, programs, brochures, reports, technical information, non-technical information, client lists, customer lists, mailing lists, and other such information of any nature made available to either Party by the other Party, by virtue of the association hereunder, including, but not limited to information relating to the Services or the Platform and the ideas, technology, techniques, processes and procedures constituting the Services or the Platform, or relating to the use of the Services or the Platform and any information disclosed by 1Huddle, in whatever form, that relates to the Services or the Platform (collectively, the “Confidential Information”) shall be held in strict confidence and neither Party shall disclose any such Confidential Information to any other person or Party without the written consent of the other Party. The receiving Party shall take reasonable measures to maintain the confidentiality of the Confidential Information in its possession or control, which will in no event, be less than the measures it uses to maintain the confidentiality of its own information of a similar nature. The receiving Party shall not use any Confidential Information for any purpose other than in connection with the performance of its obligations hereunder and as permitted by this Agreement or an applicable SOW.

5.2 The receiving Party may disclose the Confidential Information to its employees or consultants with a need to know for the performance of this Agreement (subject to disclosure restrictions comparable to those set forth herein), and shall remain responsible for all use of the Confidential Information by such employees or consultants. Furthermore, the receiving Party may disclose the Confidential Information (i) to the extent required by law or pursuant to the order or requirement of, or in connection with proceedings before, a court, administrative agency or other governmental body, provided that before such disclosure is made receiving Party has, to the extent permissible by law, made reasonable efforts to notify the disclosing Party of the intended disclosure to allow the disclosing Party an opportunity to object to the disclosure; and (ii) to the extent required and on a confidential basis to its legal and/or financial advisors.

5.3 Confidential Information shall not include information that (i) is or becomes generally known to the public through no breach of any confidentiality obligation; (ii) is rightfully known to the receiving Party at the time of disclosure by the disclosing Party without violation of any confidentiality restriction and without any restriction on the receiving Party's further use or disclosure of same; or (iii) is independently developed by the receiving Party without any use of or reference to the disclosing Party's Confidential Information as demonstrated by documentary evidence.

5.4 The Parties acknowledge that in the event of a breach of this Section 5, substantial injury could result to the disclosing Party and monetary damages may not be a sufficient remedy for such breach. Therefore, in the event that the receiving Party engages in, or threatens to engage in any act which violates any provision of this Agreement, the Parties agree that the non-breaching Party will have no adequate remedy in money or damages, and, accordingly, shall be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of this Agreement. The non-breaching Party shall not be required to post a bond or other security in connection with the granting of any such relief. The provisions of this section shall survive expiration or other termination of this Agreement.

6. Proprietary Rights and Restrictions

6.1 The Parties agree that: (a) 1Huddle shall retain and own all proprietary rights in and to its business, any data provided by 1Huddle to you, and 1Huddle's intellectual property rights, and (b) 1Huddle shall retain and own all proprietary rights in and to 1Huddle's Services and Platform (including all software, source code, modifications, updates and enhancements thereof or any other aspect of the Services or Platform), all data owned by 1Huddle in performing the Services hereunder from commercially available sources or from other sources the 1Huddle marketing materials, as well as all 1Huddle entities' websites and mobile applications.

6.2 Notwithstanding anything contained in this Section 6, unless otherwise expressly agreed to in writing, all suggestions, solutions, improvements, corrections and other contributions provided by you to 1Huddle regarding the Services, Platform or other 1Huddle materials provided to you, shall be owned by 1Huddle, and you hereby agree to assign any and all such rights to 1Huddle, and you shall execute any documents necessary to make such assignment effective. Subject to Section 5 (“Confidentiality”), nothing in this Agreement shall preclude 1Huddle from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by 1Huddle in the performance of any Services hereunder.

6.3 You shall own all of your delivery data, which shall include, but is not limited to, all materials, information, photography, writings, files, data files, documentation, and other creative content or materials provided to 1Huddle that are reasonably required in order for 1Huddle to perform the Services and/or produce the deliverables (“Your Content”) pursuant to this Agreement. 1Huddle shall have full access to Your Content in order to fulfill the Services denoted in this Agreement or pursuant to an SOW hereunder and may create and use de-identified data related to your use of the Services and Platform in order to improve the Services and Platform, to develop new products and services, and for its other business purposes (and such de-identified data will be owned by 1Huddle). 1Huddle shall not use any of Your Content except as pursuant to the limited rights granted in this Agreement and the applicable SOW.

6.4 You shall not reverse engineer any Service or the Platform, or disassemble, decompile, or otherwise apply any procedure or process to same in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code for same or other software provided or made available for use and/or access under this Agreement, or any algorithm, process, procedure or trade secret information contained in same or any software provided by 1Huddle.

6.5 You shall not redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer any rights to any part of the Services or Platform or other software provided or made available for use and/or access under this Agreement. You shall not copy or otherwise reproduce any software, any part or component of the Platform or the Services provided by 1Huddle hereunder or remove, alter or destroy any proprietary markings contained in or on such software, Platform or Services.

6.6 You shall retain ownership of Your Content and shall be the sole owner of all rights, including intellectual property rights, in Your Content. You hereby grant to 1Huddle a limited, nonexclusive, nontransferable license to use, reproduce, modify, display and publish Your Content solely in connection with 1Huddle’s performance of the Services hereunder.

7. Indemnification

7.1 1Huddle shall, at its own cost, defend, indemnify and hold harmless you and your affiliates and each of its respective officers, directors, employees, and agents from and against any demand, or any civil, criminal, administrative, or investigative claim, action, or proceeding (including arbitration) asserted, commenced or threatened against you (a "Claim") regardless of the merit of such Claim, by a third party alleging that the Service or Platform infringes a third party’s intellectual property rights, provided that you do not modify or alter the Services or Platform. 1Huddle shall pay all judgments, awards, settlements, liabilities, damages, liens and claims, and all related costs, expenses and other charges suffered or incurred as a result of or in connection with a Claim, including reasonable attorneys' fees and disbursements, costs of investigation, litigation, settlement and judgment, and any taxes, interest, penalties and fines with respect to any of the foregoing (“Losses”) incurred by you with respect to any Claim subject to indemnification hereunder.

7.2 You shall, at your own cost, indemnify, defend, and hold harmless 1Huddle and its officers, directors, members, agents, employees from and against any Claim, regardless of the merit of such Claim, to the extent that it is based on any assertion (i) arising out of a breach by you or your representatives of Section 5 (“Confidentiality”) Section 6 (“Proprietary Rights and Restrictions”) or Section 8 (“Representations and Warranties”) of this Agreement, (ii) arising out of your gross negligence or willful misconduct, or (iii) by any third party alleging that the Your Content or any other data and or materials provided by you to 1Huddle infringe a third party’s intellectual property rights. You shall pay all Losses incurred by 1Huddle with respect to any Claim or allegation subject to indemnification hereunder.

7.3 If any Claim or action is asserted that would entitle a Party to indemnification pursuant to this Section 7 (a “Proceeding”), the Party who seeks indemnification will give written notice thereof to the other Party (the “Indemnitor”) promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided, however, that the failure of the Party seeking indemnification to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual legal prejudice by such failure. Indemnitor may elect to direct the defense or settlement of any such Proceeding by giving written notice to the Party seeking indemnification, which election will be effective immediately upon receipt by the Party seeking indemnification of such written notice of election. The Indemnitor will have the right to employ counsel reasonably acceptable to the Party seeking indemnification to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor will not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of all the Parties seeking indemnification (and its Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of the Party seeking indemnification. A Party seeking indemnification will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the Indemnitor. The Parties will fully cooperate with each other in any such Proceeding and will make available to each other any books or records useful for the defense of any such Proceeding.

8. Representations and Warranties

8.1 As of the Effective Date and at all times thereafter, each of the Parties represents and warrants that: (a) the Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; (b) the execution and delivery of this Agreement by it and the performance of its obligations hereunder: (i) are not in violation or breach of, and will not conflict with or constitute a default under, any material contract, agreement or commitment binding upon it; and (ii) will not conflict with or violate in any material manner, any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over such Party; and (iii) it is in compliance with all applicable federal, state and local laws, rules, regulations and ordinances, and all binding orders of any court, agency or other governmental body with appropriate authority and have obtained all applicable permits and licenses required of such Party in connection with their obligations under this Agreement.

8.2 You further represent, warrant and covenant that (i) you shall use the Services and Platform solely for your legitimate business purposes as contemplated by this Agreement, and shall not interfere with the integrity or performance of the Services or Platform or the data contained therein or attempt to gain unauthorized access to the Services or Platform, (ii) none of the information provided by you to 1Huddle shall contain any information about any particular person or end user that is sensitive personally-identifiable information (“SPI”), (iii) Your Content and any sites to which a user is directed following a click on any such link will not contain any obscene, defamatory, infringing, illegal, deceptive, gambling related or hateful content, (iv) Your Content will be free of any “virus”, “Trojan Horse”, “worm”, “disabling”, “lock out” or any other malicious code as such terms are understood in the computer industry, (v) You have obtained, and be deemed to have hereby granted to 1Huddle, all rights and/or licenses necessary to allow 1Huddle to use, store, audit, optimize and serve Your Content on the Platform and through the Services.

8.3 1Huddle warrants and represents that: (i) 1Huddle will establish and maintain diligent safeguards that are compliant with applicable data privacy laws, to protect against the destruction, loss, disclosure or alteration of data collected, accessed, or processed by 1Huddle in connection with your use of the Services, including User Data, in the possession of 1Huddle or to which 1Huddle may have access; (ii) to the extent applicable, 1Huddle, and 1Huddle employees, will not, directly or indirectly, sell, license, distribute or otherwise transfer any information that can be used to identify particular individuals to any third party for any purpose whatsoever; and (iii) 1Huddle will comply at all times with then-current industry standards and practices, domestic laws, orders and regulations relating to privacy, security, and data protection. “User Data” shall mean any data that can be attributed to your customer or user or a customer’s or user’s computer or device, in any medium or format, including, but not limited to, clickstream data, cookies, IP addresses, or any other identifiers, and any customer or user’s personally identifiable information, such as a name, mailing address, phone number, fax number, email address, Social Security number, or credit card data, provided by or collected from the customer or user in conjunction with a customer or user’s engagement with the Services and deliverables. User Data is considered Confidential Information as defined in this Agreement.

8.4 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 8, BOTH PARTIES DISCLAIM ALL OTHER WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED “AS IS.” 1HUDDLE DOES NOT WARRANT THAT THE SERVICES OR PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE. 1HUDDLE SHALL NOT BE RESPONSIBLE FOR ANY INFORMATION PROVIDED BY YOU IN YOUR CONTENT AND 1HUDDLE SHALL NOT BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF YOUR CONTENT. 1HUDDLE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RESULTS YOU WILL OBTAIN BY USING THE SERVICES OR PLATFORM.

9. Limitation of Liability

9.1 NOTWITHSTANDING YOUR INDEMNIFICATION OBLIGATIONS AND YOUR OBLIGATION TO PAY 1HUDDLE IN ACCORDANCE WITH THIS AGREEMENT OR AN APPLICABLE SOW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND ANY SOW SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE TO 1HUDDLE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENT(S) GIVING RISE TO SUCH LIABILITY.

9.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF OPPORTUNITIES, ARISING OUT OF THIS AGREEMENT OR ANY WORK STATEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Miscellaneous

10.1 Headings. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement.

10.2 Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile), each of which shall be deemed an original, but which together shall constitute one and the same instrument.

10.3 Waiver. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof.

10.4 Remedies Not Exclusive. Except as expressly set forth herein, no remedy hereunder is intended to be exclusive of any other remedy available hereunder or at law or in equity.

10.5 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provision. The illegality, invalidity, or unenforceability of such provision shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in this Agreement. The fact that any provision of this Agreement is held to be illegal, invalid or unenforceable in a particular jurisdiction shall have no effect upon the legality, validity, or enforceability of such provision in any other jurisdiction.

10.6 Non-Exclusivity. This Agreement is non-exclusive. Nothing in this Agreement restricts either Party from developing, marketing, selling, licensing, and/or distributing its products or services in the normal course of business or through its standard sales channels.

10.7 No Strict Construction. If an ambiguity or question arises with respect to any provision of this Agreement, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement.

10.8 Assignment. Neither this Agreement, any SOW or any rights or licenses granted hereunder may be assigned, delegated or subcontracted by you without the prior written consent of 1Huddle, and any attempt to assign any rights, duties or obligations which arise under this Agreement or any SOW without such consent shall be null and void. This Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted successors and assignees. Notwithstanding the foregoing, any merger, acquisition of all or substantially all of the assets of either Party (each a “Change of Control”) shall not be deemed an assignment under this Agreement for which prior written consent must be obtained, provided that in the event of a Change of Control, the non-assigning Party in its sole discretion may terminate this Agreement upon thirty (30) days prior written notice to the other Party.

10.9 Independent Contractor Relationship. 1Huddle is an independent contractor and this Agreement does not create an employment, agency, partnership, or joint venture relationship between 1Huddle and you or 1Huddle and any of your personnel. 1Huddle has sole responsibility for activities of 1Huddle and its personnel, and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate you in any manner.

10.10 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of any of their respective obligations if prevented from doing so by a Force Majeure Event. “Force Majeure Event” means (i) floods, earthquakes, or other similar elements of nature or acts of God; (ii) riots, strikes, civil disorders, rebellions or revolutions in the country in which the Services are being performed; or (iii) any other cause beyond the reasonable control of the non-performing Party, provided the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay could not have been prevented or circumvented by the non-performing Party through the reasonable use of alternate sources, workaround plans or other reasonable precautions.

10.11 Notices. All notices and other communications required or permitted to be given to a Party pursuant to this Agreement shall be in writing, and shall be deemed duly given (i) on the date delivered if personally delivered, (ii) on the second business day if sent by certified mail return receipt requested, or (iii) on the business day after being sent by Federal Express or another nationally recognized overnight courier service which utilizes a written form of receipt for next day or next business day delivery in each case addressed to the applicable Party at the address set forth on the first page of this Agreement; provided that a Party hereto may change its address for receiving notice by the proper giving of notice hereunder. A copy of any notice to 1Huddle shall also be sent to Orrick Herrington & Sutcliffe LLP, Attention: Max S. Cantor, Esq., 51 West 52nd Street, New York, New York 10019.

10.12 Publicity. You hereby grant 1Huddle the right to use your name and any trademarks or service marks used in connection with your name in its client list.

10.13 Marketing Materials. You agree to use any marketing materials provided by 1Huddle only for the purpose of marketing the Services detailed in this Agreement and its SOWs. You shall not use such provided marketing materials in any manner not authorized by 1Huddle.

10.14 Governing Law/Jurisdiction. This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of New York. For all such matters, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York and each Party waives any jurisdictional, venue, or inconvenient forum objections to such courts.

10.15 WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND DELIVERED BY EITHER PARTY IN CONNECTION HEREWITH.

10.16 Entire Agreement. This Agreement and its SOW(s) constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.

10.17 Survival. The obligations under sections that contemplate performance or observance subsequent to termination or expiration of this Agreement, including Sections 2, and 5-10 and any other sections that state that they are to survive expiration or termination, shall survive the expiration or termination of this Agreement.