Last Updated: April 17, 2023
CUBENEFITS LLC

            This MASTER MARKETING SERVICES AGREEMENT (“Agreement”) is entered into by and between CUBENEFITS LLC, a Delaware limited liability company (“Service Provider”), and you (the “You”). Service Provider and You are each a “Party” and collectively “Parties” to this Agreement.

THIS DOCUMENT IS A LEGALLY BINDING AGREEMENT BETWEEN SERVICE PROVIDER AND YOU. BY SELECTING THIS AGREEMENT FROM THE LIST OF DOCUMENTS ON THE PROGRAM AUTHORIZATION AND SELECTING “I AGREE”, YOU WILL HAVE SIGNED THIS AGREEMENT AND HAVE AGREED TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT AND OTHER EXHIBITS AND DOCUMENTS REFERNCED HEREIN, IF ANY.

BY SELECTING “I AGREE”, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. THIS AGREEMENT TAKES EFFECT WHEN YOU SELECT “I AGREE” (“Effective Date”).

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SELECT “I AGREE”. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES (as defined below).

            In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Service Provider Services and Responsibilities.

1.1 Service Provider Services. Service Provider shall use commercially reasonable efforts to provide to you certain customer communications and other market research services (“Services”), as more thoroughly set forth below:

(a) The Services will involve the transfer of Materials, which shall include Your customer contact information, to Service Provider via electronic data transfer.

(b) Service Provider will enter all Materials into Service Provider’s database, sort through such materials and attempt to contact each such customer via regular mail, e-mail, phone calls, SMS text messages, or otherwise in order to gage their interest and desire for financial services.

(c) Service Provider will then generate a report of their banking needs to You.

Service Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.

1.2 Service Provider and Contractors.

(a) Service Provider shall be responsible for the payment of all compensation owed to the Service Provider’s employees, including, if applicable, the payment and withholding of social security and other payroll taxes, withholding of income taxes, unemployment insurance, workers’ compensation insurance payments, and disability benefits.

(b) Service Provider has retained the services of OutsideTechDevelopers LLC, an affiliate of Service Provider, to provide technical support, cybersecurity, and other related IT services. Service Provider may, without Your prior written approval, engage other persons including any independent consultants, contractors, subcontractors, or affiliates of Service Provider (each such approved third party, a “Service Provider Subcontractor”), to provide any Services or deliverables to You in connection with the Services. Nothing contained in this Agreement shall create any contractual relationship between You and any Service Provider subcontractor or supplier.

(c) Service Provider shall require all Service Provider Subcontractors to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement.

1.3 No Exclusivity. Service Provider retains the right to perform the same or similar type of services for third parties, including others within Your industry during the Term of this Agreement.

1.4 Restrictions on Expenditures. Except as contemplated by this Agreement, Service Provider shall not be entitled to reimbursement for any costs or expenditures in excess of Five Hundred Dollars ($500.00) in connection with any Service without Your prior written approval.

1.5 Compliance with Laws. Service Provider shall at all times materially comply with all applicable federal, state, and local laws, ordinances, regulations, and orders that are applicable to the operation of its business and to this Agreement and its performance hereunder.

1.6 Compliance with Industry Standards. Service Provider shall comply with marketing industry standards and commercially reasonable practices in providing the Services.

2. Your Obligations and Responsibilities.

2.1 Access to Your Materials. You are required to provide copies of or access to Your information, documents, samples, products, or other material (collectively, “Materials”) as Service Provider may reasonably request in order to carry out the Services in a timely manner to ensure that the Materials are complete and accurate in all material respects. You and your licensors are and shall remain the sole and exclusive owner of all right, title, and interest in and to all Materials, including any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of the United States of America (collectively “Intellectual Property”) therein. This shall include all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.

2.2 Response to Requests. Respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform the Services in accordance with the requirements of this Agreement.

2.3 Authorization to Contact Customers. You must ensure that the Materials only contain contact information for Your customers who have granted their written consent for the sharing of their contact information and to receive marketing and other calls or communications from You and from Your contractors, including Service Provider. If You ever receives any retraction or withdrawal of such consent from Your customers, You must immediately remove such customer information from the Materials and notify Service Provider to update its records.

3. Compensation.

3.1 Use and Transfer of Materials. In consideration of the provision of the Services and the rights granted to You under this Agreement, You shall provide Service Provider and affiliates of Service Provider with the right and license to use the Materials to for various marketing purposes, including by various affiliates of Service Provider, including Globe Life: AO, to market and sell of various insurance services and products to Your customers. This right and license shall not expire until expiration of the Term.

3.2 Work Suspension. Service Provider reserves the right to suspend the Services, including, without limitation, all data storage and processing services and access to any cloud services or web applications, in the event Service Provider receives any claim or other indication that Service Provider lacks the authorization to contact any persons in the Materials.

4. Intellectual Property Rights; Ownership.

4.1 License to Certain Your Intellectual Property.

(a) Subject to and in accordance with the terms and conditions of this Agreement, you grant Service Provider and its affiliates and Service Provider Subcontractors a limited, non-exclusive, royalty-free, worldwide license during the Term to use Your Intellectual Property to the extent necessary to provide the Services to You and for other marketing purposes as set forth in Section 3. You further grant Service Provider a non-exclusive license to use Your logos and trademarks on Service Provider’s website and other materials in connection with the marketing of Service Provider’s Services.

(b) Service Provider acknowledges that You own all right, title, and interest in, to, and under the Your Intellectual Property and that Service Provider shall not acquire any proprietary rights therein. Any use by Service Provider or any affiliate, employee, officer, director, partner, shareholder, agent, attorney, third-party advisor, successor or permitted assign (collectively “Representatives”) of Service Provider of any of Your Intellectual Property and all goodwill and other rights associated therewith shall inure to your benefit.

4.2 Ownership of and License to Deliverables.

(a) Except as set forth in Section 4.2(b), You are and shall be, the sole and exclusive owner of all right, title, and interest in and to all documents, work product, and other materials that are delivered to You hereunder by or on behalf of Service Provider in connection with any project deliverable developed or created in the course of performing the Services, including all Intellectual Property therein (collectively, “Deliverables”). Service Provider acknowledges and agrees that with respect to any copyrights in any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, You shall own the copyrights in such Deliverables as a “work made for hire.”

(b) In the course of providing the Services, Service Provider will be using certain pre-existing materials consisting of documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, in each case developed or acquired by Service Provider prior to the commencement or independently of this Agreement, and Service Provider may further invent, develop and refine certain techniques, methodologies, frameworks and other intellectual property necessary or useful for the creation of the Deliverable (collectively, “Service Provider Materials”). Service Provider and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Service Provider Materials, including all Intellectual Property therein. Service Provider hereby grants to You a perpetual, limited, royalty-free, non-transferable (except in accordance with Section 10.9), non-sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Service Provider Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Your receipt or use of the Services and Deliverables. All other rights in and to the Service Provider Materials are expressly reserved by Service Provider.

(c) In the course of providing the Services, Service Provider will be using certain third-party materials consisting of documents, data, content, or specifications of third parties, and components or software that are not proprietary to Service Provider (collectively, “Third-Party Materials”), You shall have a limited, non-transferable (except in accordance with Section 10.9), non-sublicensable, worldwide license to use the Third-Party Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Your receipt or use of the Services and Deliverables. You will solely be liable for any licensing fee, royalty, or other subscription fees if and to the extent such Third-Party Materials are a required part of the Deliverables and You have been made aware of such fees in writing. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to You or any third party, any Intellectual Property rights in the Third-Party Materials, by implication, waiver, estoppel, or otherwise.

(d) Service Provider’s affiliates will also be developing various marketing plans and materials for the sale of insurance services and products from the Materials licensed to Service Provider and its affiliates under Section 3.1. Service Provider and its affiliates shall be the sole owner of such marketing plans and materials and in no event shall such materials constitute Deliverables or grants to You any right to access, review or otherwise own any portion of such marketing plans or materials.

5. Representations and Warranties.

5.1 Your Representations and Warranties. You hereby represent and warrant to Service Provider and its affiliates that it is the sole owner of the Materials and You have obtained written consent from each of Your customers authorizing You to share the Materials, which may include personally identifiable information, with Service Provider and its affiliates and none of such customers has since retracted or revoked their consent.

5.2 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 5.

6. Indemnification.

6.1 Your Indemnification Obligations. You shall defend, indemnify, and hold harmless Service Provider, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Service Provider Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) , that are incurred by Service Provider Indemnified Party arising out of or resulting from any third-party claim or direct claim alleging:

(a) material breach by You of any representation, warranty, covenant, or other obligations set forth in this Agreement;

(b) Your gross negligence or more culpable act or omission (including any recklessness or willful misconduct) in connection with the performance of Your obligations under this Agreement; and

(c) that any Materials or Your Intellectual Property or Service Provider’s receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party arising under the laws of the United States.

6.2 Service Provider Indemnification Obligations. Service Provider shall defend, indemnify, and hold harmless You, and Your officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “You Indemnified Party”), from and against any and all Losses, arising out or resulting from any third-party claim or direct claim alleging:

(a) material breach by Service Provider of any obligations set forth in this Agreement;

(b) gross negligence or more culpable act or omission of Service Provider Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;

(c) that any of the Services or Deliverables or Your receipt or use thereof infringes any Intellectual Property of a third party arising under the laws of the United States.

6.3 Exceptions and Limitations on Indemnification.

(a) Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other Party’s:

(i) Willful, reckless or negligent acts or omissions; or

(ii) bad faith failure to materially comply with any of its material obligations set forth in this Agreement.

(b) Notwithstanding anything to the contrary in this Agreement, You shall have no obligations to indemnify or defend Service Provider or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from infringement claims relating to:

(i) any Deliverables or any instruction, information, designs, specifications, or other materials provided by Service Provider in writing to You;

(ii) Service Provider’s use of any Materials or You Intellectual Property in combination with any materials or equipment not supplied to Service Provider or specified by You in writing, if the infringement would have been avoided by the use of the Materials or Your Intellectual Property not so combined; or

(iii) any modifications or changes made to the Materials or Your Intellectual Property by or on behalf of any person other than You.

(c) Notwithstanding anything to the contrary in this Agreement, Service Provider shall have no obligations to indemnify or defend You or any of Your Representatives against any Losses arising out of or resulting, in whole or in part, from infringement claims relating to:

(i) any Materials or any instruction, information, designs, specifications, or other materials provided by You in writing to Service Provider;

(ii) Your use of the Deliverables in combination with any materials or equipment not supplied to You or specified by Service Provider in writing, if the infringement would have been avoided by the use of the Deliverables or Intellectual Property of Service Provider not so combined; or

(iii) any modifications or changes made to the Deliverables by or on behalf of any person other than Service Provider.

6.4 Indemnification Procedures. A party seeking indemnification under this Section 6 (“Indemnified Party”) shall give the Party from whom indemnification is sought (“Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

6.5 EXCLUSIVE REMEDY. EXCEPT FOR THE EQUITABLE REMEDIES AVAILABLE TO THE PARTIES SET FORTH IN SECTION 10.8, THIS SECTION 6 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 6.

7. Limitation of Liability.

7.1 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO THE PARTIES’ LIABILITY FOR INDEMNIFICATION, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

8. Confidentiality. From time to time during the Term, either Party (as “Disclosing Party”) may disclose or make available to the other Party (as “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, 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: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall, for three (3) years from disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement as required by governmental authorities; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement or as otherwise required by applicable law or governmental authorities. The Receiving Party shall be responsible for any breach of this Section 8 caused by any of its Representatives. At any time during or after the Term, at the Disclosing Party’s written request, the Receiving Party and its Representatives shall, pursuant to Section 9.4(c), promptly return or destroy all Confidential Information and copies thereof that it has received under this Agreement.

9. Term; Termination.

9.1 Term. The term of this Agreement commences on the Effective Date and continues for a period of two (2) years (“Initial Term”), unless it is earlier terminated in accordance with the terms of this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms (“Renewal Term” and together with the Initial Term, the “Term”)) unless either Party provides written notice of nonrenewal at least ninety (90) days prior to the end of the then-current term.

9.2 Termination for Cause.

(a) Either Party may terminate this Agreement, effective upon written Notice, to the other Party (“Defaulting Party”) if the Defaulting Party:

(i) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure (other than a failure by You to make timely payments (a “Payment Failure”), which is separately addressed in Section 9.2(b)), the Defaulting Party does not cure such breach within fifteen (15) days after receipt of written notice of such breach;

(ii) becomes insolvent or is generally unable to pay its debts as they become due;

(iii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;

(iv) makes or seeks to make a general assignment for the benefit of its creditors;

(v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

(vi) is dissolved or liquidated; or

(vii) is unable to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event that lasts for more than fifteen (15) days.

(b) Service Provider may terminate this Agreement, effective upon written Notice to You if:

(i) You is notified of any failure to update the Materials due to the retraction or withdrawal of consent for sharing of any information from any of Your customers; or

(ii) Breach of this Agreement by You.

9.3 Termination without Cause. You may terminate this Agreement on thirty (30) days’ prior written Notice to Service Provider. You will reimburse Service Provider for all approved, non-cancellable expenses accrued by Service Provider to perform the Services as well as all hours worked and all data processed up through the termination date. For a fixed-fee project, You will pay for all work performed and all data processed pro-rated for the month of termination.

9.4 Effect of Expiration or Termination.

(a) Expiration or termination of this Agreement will not affect any rights or obligations that:

(i) are to survive the expiration or earlier termination of this Agreement; and

(ii) were incurred by the Parties prior to such expiration or earlier termination.

(b) Upon the expiration or termination of this Agreement for any reason, each Party shall promptly:

(i) return to the other Party or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information;

(ii) permanently erase all of the other Party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery or information technology backup systems, which it shall destroy upon the normal expiration of its backup files provided however, Service Provider may retain any Confidential Information about customers to the extent such customers have initiated contact with Service Provider or its affiliates or have otherwise become Service Provider’s or its affiliates’ customers; and

(iii) certify in writing to the other Party that it has complied with the requirements of this clause; provided however, that You may retain copies of any Confidential Information of Service Provider incorporated in the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables.

(c) Upon expiration or termination of this Agreement for any reason, Service Provider shall:

(i) Cease initiating contact with Your customers using the Materials no later than five (5) days after termination of this Agreement, provided however, Service Provider and its affiliates may continue to contact Your customers with whom Service Provider or its affiliates who have already established an ongoing communication or business relationship, and to respond and provide products and services to Your customers who has responded to such communications.

(ii) promptly deliver to You all Deliverables (whether complete or incomplete) for which You has paid and all Materials; and

(iii) on a pro-rata basis, repay any fees and expenses paid in advance for any Services or Deliverables that have not been provided.

(d) The Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of either Party’s rights, remedies, or defenses under this Agreement, at law, in equity or otherwise.

10. Miscellaneous.

10.1 Entire Agreement. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

10.2 Survival. Subject to the limitations and other provisions of this Agreement, Sections  4, 6, 7, 8, and 10 and any other provision which reasonably requires survival past termination shall survive the expiration or earlier termination of this Agreement. No lawsuit or other action based upon or arising in any way out of this Agreement may be brought by either Party after the expiration of the applicable survival period; provided, however, that any claims asserted in good faith with reasonable specificity and in writing by Notice pursuant to Section 10.3 prior to the expiration of the applicable survival period are not thereafter barred by the expiration of the relevant period, and such claims survive until finally resolved.

10.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or e-mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 10.3.

10.4 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.5 Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party.

10.6 Waiver. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.7 Cumulative Remedies. Except as otherwise set forth in Section 6, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

10.8 Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 8 would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such Party at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 10.8.

10.9 Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

10.10 No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

10.11 Choice of Law. This Agreement and all related documents are governed by, and construed in accordance with, the laws of the State of Washington, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Washington.

10.12 Choice of Forum. Neither Party shall commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, in any forum other than the Western District of Washington, or if such court does not have subject matter jurisdiction, the courts of the State of Washington sitting in King County, and any appellate court thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such courts. A final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

10.13 Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Service Provider is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.