Master Services Agreement

SecurityScorecard, Inc. | Master Services Agreement | MSA Version 1.10.2018

This Master Subscription Agreement (the “Agreement”) is hereby incorporated by reference into the Order Form entered into between SecurityScorecard, Inc. (“SecurityScorecard”) and the customer set forth in the Order Form (“Customer”). SecurityScorecard and Customer may each be referred to as a “Party”, and together as the “Parties”.

Whereas, SecurityScorecard provides access to a software as a service security information platform (the “Subscription Services”); and Whereas, Customer desires to subscribe to the Subscription Services, and SecurityScorecard is willing to provide the Subscription Services to Customer, all on the terms and conditions set forth herein. Now Therefore, in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SecurityScorecard and Customer hereby agree as follows:

1. ORDER FORMS.

During the term of this Agreement, Customer may purchase Subscription Services by completing, executing and submitting to SecurityScorecard a document, executed by Customer, pursuant to which Customer orders Subscription Services under this Agreement (an “Order Form”), and paying the applicable fees. Each Order Form will set forth the fees and type and description of Subscription Services being ordered. Order Forms shall become binding upon signing by both parties. In the event of a conflict between the terms of this Agreement and the Order Form, the terms of the Order Form shall prevail.

2. PROVISION OF, AND RIGHT TO USE, THE SUBSCRIPTION SERVICES.

SecurityScorecard agrees to make available to Customer the Subscription Services set forth in an applicable Order Form in accordance with the terms and conditions of this Agreement. SecurityScorecard shall be responsible for providing the Subscription Services, and shall not be responsible for providing any service or product not described in this Agreement or applicable Order Form. SecurityScorecard grants Customer a non-exclusive, non-transferable right to access and use the Subscription Services solely for Customer’s internal business purposes as set forth in this Agreement.

3. RESTRICTIONS ON LICENSE GRANT.

Customer shall not, (i) use the Subscription Services to store or transmit computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, routines, files, scripts, agents or programs, (ii) use the Subscription Services to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the privacy or intellectual property rights of any third party, (iii) access or use the Subscription Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services, (iv) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon, the Subscription Services, (v) interfere with or disrupt the integrity or performance of the Subscription Services or third-party data contained therein, (vi) attempt to gain unauthorized access to the Subscription Services or any associated systems or networks or (vii) modify, make derivative works of, disassemble, decompile or reverse engineer the Subscription Services or any component thereof.

4. TERM, TERMINATION.

4.1. Term of Agreement. The term of this Agreement shall remain in effect until (i) all Order Forms entered into by and between the Parties have expired and/or have been terminated or (ii) this Agreement is otherwise terminated in accordance with its terms, whichever occurs last. 4.2. Term of Order Form. Except as may otherwise be provided in the Order Form, the term of the Order Form shall be for an initial period of one (1) year from the Order Form’s date of execution (the “Term”). 4.3. Termination of Agreement. Either Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party; provided, however, in the event that any Order Form survives the termination or expiration of this Agreement, then the terms of this Agreement shall continue to apply with respect to the Order Form until the termination or expiration of the Order Form. 4.4. Termination for Breach. Either Party may terminate this Agreement following a material breach of this Agreement so long as the terminating Party has given the other party at least thirty (30) days prior written notice of the breach and such breach is not cured within such thirty (30) day period. Termination for breach will not alter or affect the terminating party's right to exercise any other remedies for breach. 4.5. Suspension of Subscription Services by SecurityScorecard. In addition to any other rights or remedies that SecurityScorecard may have, SecurityScorecard reserves the right to suspend the Subscription Services to Customer and/or terminate this Agreement and any Order Form if Customer fails to timely pay any amount due under any Order Form. 4.6. SecurityScorecard’s Right to Upgrade the Subscription Services. Customer acknowledges and agrees that SecurityScorecard may, from time to time, and at SecurityScorecard’s sole discretion, without substantially changing or degrading the existing features, modify, enhance and/or expand the features and functionality of the Subscription Services. 

5. INVOICES, PAYMENTS.

5.1. Fees. The fees for the Subscription Services rendered by SecurityScorecard will be as set forth in the applicable Order Form. 5.2. Invoicing. Except as may be provided for in an Order Form, SecurityScorecard will invoice all fees annually in advance. Invoices will be delivered electronically to the billing email address specified in the applicable Order Form. Customer shall remit all amounts due under each invoice within thirty (30) days of the date of invoice. 5.3. Refunds. Except where an Order Form is terminated due to SecurityScorecard’s uncured breach (where Customer is entitled to a pro-rata refund for the time remaining under the terminated Order Form), all payments, when paid, are non-cancelable, non-contingent and non-refundable.  5.4. Taxes. All fees due hereunder are exclusive of all taxes. Customer is responsible for paying all taxes levied upon its use and/or purchase of the Subscription Services. If Customer is required to make any deduction, withholding or payment for taxes in any jurisdiction on amounts payable to SecurityScorecard, the amounts payable to SecurityScorecard will be increased such that after making such deduction, SecurityScorecard receives an amount equal to what it would have received if such deduction, withholding or payment had not been made. For the sake of clarity, nothing in this paragraph shall be construed to make Customer responsible for any general income or gross receipts tax due from and chargeable against SecurityScorecard.

6. INTELLECTUAL PROPERTY RIGHTS.

6.1 Subscription Services. As between Customer and SecurityScorecard, SecurityScorecard retains all right title and interest in and to the Subscription Services, including all intellectual property rights therein and thereto, and Customer acquires no rights with respect to the Subscription Services, by implication or otherwise, except for those expressly granted in this Agreement. 6.2 Suggestions. Customer hereby grants to SecurityScorecard a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Subscription Services any suggestions, enhancement requests, recommendations or other feedback related to the Subscription Services that is provided by Customer.

7. OBLIGATIONS OF CUSTOMER

7.1. Customer Obligations. Customer shall (i) use the Subscription Services solely in accordance with this Agreement and any applicable laws and be responsible for the compliance of all its users with the foregoing and (ii) notify SecurityScorecard promptly of any unauthorized access to the Subscription Services of which Customer becomes aware. 7.2. Authority, Compliance. Customer represents and warrants that (i) Customer has the ability and authority to enter into and perform its obligations under this Agreement and the Order Form and (ii) Customer will not, and will not allow others, to use the Subscription Services in a manner that is (i) restricted in Section 3 above, or (ii) prohibited by law or regulation.

8. SECURITYSCORECARD WARRANTY AND DISCLAIMER.

8.1. Authority. SecurityScorecard represents and warrants that SecurityScorecard has the power and authority to enter into and perform its obligations under this Agreement.
 8.2. Compliant with Description. SecurityScorecard represents and warrants that the Subscription Services provided will substantially conform to its description provided in any Order Form. Customer's exclusive remedy for the breach of this warranty shall be the ability to terminate the agreement in accordance with Section 4.4 of this Agreement.
 8.3. Acknowledgment. Customer acknowledges that the Internet consists of multiple interconnected networks that are independently owned and that are not subject to SecurityScorecard’s control and that SecurityScorecard does not warrant the Subscription Services against failure, malfunction, or cessation of Internet services or connectivity by Internet service providers or any of the networks that make up the Internet that may make the Subscription Services temporarily or permanently unavailable.
 8.4. DISCLAIMER. SECURITYSCORECARD PROVIDES ITS SUBSCRIPTION SERVICES FOR INFORMATIONAL PURPOSES ONLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. SECURITYSCORECARD MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SUBSCRIPTION SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SUBSCRIPTION SERVICES, OR THAT THE SUBSCRIPTION SERVICES WILL MEET ANY CUSTOMER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE IN SECTIONS 8.1 AND 8.2, SECURITYSCORECARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER RESULTING FROM THE RELIANCE UPON THE SUBSCRIPTION SERVICES. SECURITYSCORECARD PROVIDES ITS PRODUCTS AND SUBSCRIPTION SERVICES ONLY FOR INFORMATIONAL PURPOSES AND DOES NOT WARRANT THAT THESE PRODUCTS AND SUBSCRIPTION SERVICES WILL IDENTIFY OR DETECT EVERY VULNERABILITY OR SECURITY ISSUE, OR THAT SECURITYSCORECARD’S SCORECARDS, ASSESSMENTS, REPORTS, OR OTHER SECURITYSCORECARD MATERIALS OR ADVICE WILL BE ERROR-FREE OR COMPLETE. CUSTOMER AGREES THAT SECURITYSCORECARD SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY OR USEFULNESS OF ANY INFORMATION THE COMPANY PROVIDES, OR FOR ANY USE OF SUCH INFORMATION BY CUSTOMERS OR OTHERS.  Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to Customer. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law.

9. LIMITATION OF LIABILITY.

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 10 AND 11, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR AN ORDER FORM AND/OR ITS OR THEIR SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND EACH PARTY’S TOTAL LIABILITY FOR ANY CAUSE OF ACTION, CLAIM, DAMAGES, FEES, COSTS OR EXPENSES SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO SECURITYSCORECARD FOR THE SUBSCRIPTION SERVICES PROVIDED BY SECURITYSCORECARD UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AT ISSUE ACCRUED. THE LIMITATIONS SET FORTH IN THIS SECTION 9 APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT, IN THE ABSENCE OF THESE LIMITATIONS OF LIABILITY, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to Customer.

10. CUSTOMER INDEMNIFICATION.

Customer agrees to indemnify, defend, and hold harmless SecurityScorecard, its directors, officers, shareholders, employees and agents, and their respective successors, assigns, estates and heirs (the “SecurityScorecard Indemnified Parties”) from and against any and all causes of action, losses, liabilities, claims, damages, obligations, fees, costs, expenses (including, without limitation, reasonable legal/attorney’s fees), brought by or owing to any third party and arising from or related to (i) any gross negligence or willful misconduct of Customer, (ii) any breach of Section 3 of this Agreement, and (iii) any reliance by Customer upon the Subscription Services; provided, that SecurityScorecard (i) promptly gives Customer written notice of the claim; (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle any Claim unless the settlement unconditionally releases SecurityScorecard of all liability); and (iii) provides to Customer all reasonable assistance, at Customer’s expense.

11. SECURITYSCORECARD INDEMNIFICATION.

SecurityScorecard will defend at its own expense any action brought against Customer, or Customer’s directors, officers or employees (the “Customer Indemnified Parties”) by a third party to the extent that the action is based on a claim, suit or proceeding that the Subscription Services infringe such party’s copyright or trademark rights (“Infringement Claim”), and SecurityScorecard will pay those costs and damages (including, but not limited, to legal/attorneys’ fees) finally awarded against Customer Indemnified Parties by a court of competent jurisdiction in any such action that are specifically attributable to such Infringement Claim, or those costs and damages agreed to in a monetary settlement of such action; provided, however, that Customer provides SecurityScorecard with prompt notice of the Infringement Claim, sole control of defense and settlement of that Infringement Claim, and reasonable assistance regarding such Infringement Claim at SecurityScorecard’s reasonable expense. In the event of any such Infringement Claim, SecurityScorecard may, at its option: (i) purchase a license to permit Customer to continue using the Subscription Services; (ii) modify or replace the relevant Subscription Services with non-infringing services of substantially equivalent performance within a reasonable period of time; or (iii) terminate this Agreement and the Order Form immediately and reimburse Customer for any fees paid in advance for Subscription Services that will not be performed due to such termination. Notwithstanding the forgoing, SecurityScorecard will have no obligation under this section or otherwise with respect to an Infringement Claim based upon: (i) any use of the Subscription Services not in accordance with this Agreement or for purposes not intended by SecurityScorecard; (ii) any use of the Subscription Services in combination with other products, equipment, software or data not supplied by SecurityScorecard; (iii) any use of any form of the Subscription Services other than the most current form made available to Customer; or (iv) any modification of the Subscription Services by any person other than SecurityScorecard or its authorized representatives. This Section 11 states SecurityScorecard’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for Infringement Claims. SecurityScorecard will not be responsible for any amounts arising out of any compromise or settlement made by Customer without SecurityScorecard’s prior written consent.

12. CONFIDENTIALITY.

12.1. Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means any information which should be considered confidential by a party exercising reasonable business judgment and that is furnished or transferred hereunder by or on behalf of such a party, (the "Disclosing Party"), to the other party ("Receiving Party"), whether such information is or has been conveyed verbally or in written or other tangible form, including, but not limited to, trade secrets and technical, financial or business information, pricing, data, ideas, concepts or know-how. Confidential Information disclosed in tangible or electronic form may be identified by the Disclosing Party as confidential with conspicuous markings, or otherwise identified with a legend as being confidential, but in no event shall the absence of such a mark or legend preclude disclosed information which would be considered confidential by a party exercising reasonable business judgment from being treated as Confidential Information by the Receiving Party. Confidential Information shall not include any information that (i) is available to the general public other than by a breach of confidentiality, (ii) was known to the Receiving Party without any limitation on use or disclosure prior to its receipt from the Disclosing Party, (iii) is received from a third party without any obligation of confidentiality, (iv) was independently developed by the Receiving Party without reference to or reliance on any Confidential Information of the Disclosing Party, or (v) is generally made available to third parties by the Disclosing Party without restriction on disclosure.
 12.2. Use of Confidential Information. A Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than to exercise or perform its rights or obligations under this Agreement and the Order Form. The Receiving Party shall not disclose, disseminate or otherwise communicate, in whole or in part, the Disclosing Party’s Confidential Information to any third party without the prior written consent of Disclosing Party, except that the Receiving Party may disclose Confidential Information (1) to its agents, independent contractors, attorneys and financial advisors who are subject to a duty of confidentiality that is no less restrictive than the duty of confidentiality set forth in this Section 12 (“Representatives”), or (2) pursuant to a court order or subpoena or other legal process (in which case the Receiving Party shall provide prompt notice of receipt of the same to the Disclosing Party to enable the Disclosing Party to apply for appropriate protective order or other relief). The Receiving Party further agrees that it shall take reasonable precautions to safeguard the Disclosing Party’s Confidential Information from disclosure and, at a minimum, use efforts commensurate with those the Receiving Party employs for protecting the confidentiality of its own Confidential Information which it does not desire to disclose or disseminate, but in no event less than reasonable care. Promptly upon the written request of the Disclosing Party, the Receiving Party shall return the Disclosing Party’s Confidential Information (and any and all copies thereof) to the Disclosing Party. 12.3. Remedies. Receiving Party agrees that Disclosing Party may be irreparably injured by a breach of the confidentiality provisions of this Section 12 and that Disclosing Party shall be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court to prevent breaches of the confidentiality provisions of this Agreement and to enforce specifically the terms and provisions hereof in any action instituted in any court having personal and subject matter jurisdiction, in addition to any other remedy to which Disclosing Party may be entitled at law or in equity in the event of any breach of the provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of the confidentiality provisions of this Agreement but shall be in addition to all other remedies available at law or in equity.  12.4. Permitted Disclosure. In addition to the above, Customer agrees that SecurityScorecard may disclose certain Customer data/information to the extent that SecurityScorecard believes such disclosure may be necessary to: (i) conform to the edicts of the law or comply with legal processes served on SecurityScorecard; (ii) bring legal action to defend and protect the rights or property of SecurityScorecard, its customers/Customers or anyone else; (iii) act under exigent circumstances to protect the personal safety of its customers/Customers or the public; or (iv) administer its network to maintain performance for its customers/Customers. 12.5. Performance Data. SecurityScorecard shall exclusively own all right, title, and interest to data produced by SecurityScorecard’s in the course of the delivery of the Subscription Services to Customer (“Performance Data”); however, SecurityScorecard, and SecurityScorecard’s Representatives, will only use Performance Data (i) to exercise or perform its rights or obligations under this Agreement, and/or (ii) for SecurityScorecard’s internal business purposes. SecurityScorecard will not disclose Performance Data to third parties (with the exception of SecurityScorecard’s Representatives to which SecurityScorecard may disclose Performance Data for the purposes specified above) except to the extent that such disclosure is necessary to perform the Subscription Services and/or for the purposes set forth in Section 12.4 of this Agreement.

13. ANONYMOUS AGGREGATED DATA.

Customer agrees that SecurityScorecard may aggregate data generated by Customer with other learnings, logs, and data regarding use of the Subscription Services so that results are non-personally identifiable with respect to Customer or its vendors  (“Aggregated Anonymous Data”).  Customer agrees that SecurityScorecard will have the right to generate Aggregate Anonymous Data and that Aggregate Anonymous Data is the property of SecurityScorecard, which SecurityScorecard may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve SecurityScorecard products and services and to create and distribute reports and other materials. Customer is not responsible for SecurityScorecard’s use of Aggregate Anonymous Data.

14. MAINTENANCE AND MODIFICATIONS.

SecurityScorecard may from time to time perform routine maintenance. SecurityScorecard shall make reasonable efforts to give Customer a minimum of five (5) business days advance notification (via phone or email) of such maintenance and SecurityScorecard shall use best efforts to ensure that such maintenance shall not interrupt delivery of Subscription Service to Customer. Such maintenance shall normally be performed outside of normal business hours Eastern Time zone. In the event of a need for emergency maintenance, SecurityScorecard will make reasonable efforts to notify Customer and to provide as much notification as is deemed practicable by SecurityScorecard in regards to any down-time or other information pertinent to the affected Service. Customer shall provide (and revise as necessary) a list of contacts for maintenance purposes.

15. MISCELLANEOUS.

15.1. Relationship of Parties. The performance by SecurityScorecard of its duties and obligations under this Agreement shall be that of an independent contractor, and nothing in either agreement shall create or imply an agency relationship between SecurityScorecard and Customer, nor will either agreement be deemed to constitute a joint venture or partnership between the Parties. Furthermore, the Parties agree that the relationship between SecurityScorecard and Customer is non-exclusive. 15.2. Assignment. Neither party may assign its rights and obligations under this Agreement, either in whole or in part, without the express written consent of the other party; however, a party may assign such rights and obligations to an acquiring or successor entity in connection with a merger or acquisition, including the sale of all or substantially all of the assigning party’s assets. Any assignment in violation of this subsection 15.2 shall be void. 15.3. No Waiver. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition, nor shall any waiver of any default under the same be construed as a waiver of any other default. No waiver of any provision hereof or any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, and no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof. 15.4. Severability. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of the relevant agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct and the Parties shall use their best efforts to agree upon a substitute provision that comports as closely as possible with the intent and effect of the stricken provision, failing which the court shall construe the relevant agreement to as closely as possible achieve the intention of the Parties had the stricken provision remained. 15.5. Amendment. No amendment, modification, change or discharge of this Agreement shall be valid unless in writing and signed by both Parties. 15.6. Survival. The respective rights and obligations of the Parties hereunder shall survive the expiration or termination of this Agreement, regardless of the reasons for its expiration or termination, if they should by law or by their nature ordinarily be deemed to survive.  Without limiting the foregoing, the provisions of Sections 6, 8.4, 9, 10, 11, 12, and 15 shall survive any termination or expiration of this Agreement. 15.7. Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, act of terrorism, act of cyber-warfare, act of war, labor dispute, act of God or any other cause or causes beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause or causes. If such hindrance persists for a period of thirty (30) days or more, then either party shall have the right to terminate each applicable Order and/or terminate this Agreement without penalty and/or liability. 15.8. No Inducement. Both Parties acknowledge that they have not been induced to enter into this Agreement or any associated agreements by any representations or promises not specifically stated therein and herein. 15.9. Headings. Headings are used in this Agreement and all associated agreements are solely for convenience and shall not be deemed to affect in any manner the meaning or intent of the applicable agreement or any provision there/hereof. 15.10. Review by Counsel. The Parties have each had the opportunity to have legal counsel fully review and explain the legal and practical effect of this Agreement and with the knowledge of such advice, if any, and an understanding of the and effect of the this Agreement, the Parties hereto sign the same voluntarily. 15.11. Counterparts. Each Order, and by extension, this Agreement, may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15.12. Notices. All notices, unless specified as an “electronic notice,” due under the terms of this Agreement shall be given in writing and sent by registered mail, reputable express courier service, or shall be delivered by hand to the following addresses: If to SecurityScorecard: SecurityScorecard Inc., 214 W 29th Street, 5th Floor, New York, NY 10001, Attention: CEO. If to Customer: it shall be the address set forth in Order Form signature block. 15.13. Choice of Law; Venue. The Agreement and all agreements associated herewith shall be governed in all respects by the laws of the State of New York without regard to its conflict of laws principles, and all claims and/or lawsuits in connection with this Agreement, an Order Form, and/or any associated agreements must be brought in any state or federal court located in the State of New York, and the Parties hereby irrevocably submit to the jurisdiction and venue of any such court. 15.14. Entire Agreement. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. 15.15. No Third Party Beneficiaries. The Parties do not intend to create any third-party beneficiaries of this Agreement, and nothing in this Agreement is intended, nor shall anything herein be construed to create any rights, legal or equitable, in any person other than the Parties to this Agreement.

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