Terms & Conditions

 DBA MEDIA, LLC MASTER SUBSCRIPTION AGREEMENT

 THE FOLLOWING SUBSCRIPTION SERVICE TERMS (“TERMS”), TOGETHER WITH ANY OTHER AGREEMENT, POLICY, NOTICE, OR OTHER DOCUMENT IDENTIFIED OR OTHERWISE INCORPORATED HEREIN (“POLICIES” TOGETHER WITH THE TERMS, THE “AGREEMENT”), CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN dbaPlatform, INC (“dbaPlatform”, “OUR”, “US”, OR “WE”) AND THE PERSON OR ENTITY (“CUSTOMER,” “YOU,” OR “YOUR”) IDENTIFIED IN ONE OR MORE WRITTEN AND SIGNED ORDERING DOCUMENTS

THIS AGREEMENT GOVERNS YOUR AND YOUR USERS’ (AS DEFINED BELOW) ACCESS TO AND USE OF THE dbaPlatform MATERIAL (AS DEFINED BELOW). YOU, AND THE ENTITY OR COMPANY THAT YOU REPRESENT AND HAVE THE AUTHORITY TO BIND, UNCONDITIONALLY CONSENT TO BE BOUND BY, AND BECOME A PARTY TO, THIS AGREEMENT.

IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT IN ITS PRESENTATION, YOU MAY NOT ACCEPT THIS AGREEMENT OR ACCESS OR USE THE dbaPlatform MATERIAL.

OUR ACCEPTANCE OF THIS AGREEMENT IS EXPRESSLY CONTINGENT UPON YOUR APPROVAL OF THIS AGREEMENT AS PRESENTED, EXCLUDING ALL OTHER CONDITIONS AND TERMS. YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE PRESENTED AGREEMENT IF THIS AGREEMENT IS CONSIDERED AN OFFER.

 

 ARTICLE 1: DUTIES AND RESPONSIBILITIES OF DBA 

1. DBA shall use commercially reasonable efforts to provide those Services specified on any proposal or schedule (“Exhibit A”) which is agreed to in writing by DBA and Customer. 2. The Parties acknowledge and agree that DBA and its affiliated entities are permitted to sell and deliver the Services to Customer under this Agreement. 

ARTICLE 2: DUTIES AND RESPONSIBILITIES OF CUSTOMER; INVOICES 

1. The customer agrees that where participation by its own staff is necessary for DBA to provide Services, assigned staff will possess the relevant knowledge, skill, experience, and authority for the tasks assigned to them and will be available at convenient times agreed upon by the parties for their participation in the project. 

2. Customer agrees to designate a member of its staff to represent Customer on all facilities access, technical, and staffing matters relating to the Services. 

3. Customer understands that the obligations set forth above are material terms under this Agreement that will directly affect DBA’s ability to perform and complete the Services. 

 

ARTICLE 3: CREDIT TERMS AND COMPENSATION/FEES 

1. The compensation to be paid to DBA by Customer for its Services will be as set forth in the applicable SOW. Should additional work beyond the Services detailed in an SOW be requested by Customer, fees for such additional Services will be negotiated with Customer prior to performing such work and will be memorialized in writing between the Parties by utilizing a “Project Change Request” (“PCR”) or an additional SOW, as appropriate. 

2. Invoicing for Services will be per the terms of this agreement. Unless otherwise specifically stated in a SOW, Customer shall make an automatic payment, with an approved payment method, to DBA on the day of the invoice. Customer payments shall be without deduction, set-off or delay for any reason other than a disagreement by the Customer as to the accuracy of the calculation of DBA’s invoice. Invoices shall be e-mailed to Customer notice address in accordance with Article 18 below. Failure to comply within the terms set above.

3. Customer must notify DBA of any such good-faith invoice dispute within thirty (30) days of receipt of the applicable invoice from DBA. This notice must include the invoice number in dispute, the items and amounts disputed and a complete description of the basis for Customer withholding payment. Any portion of such invoice that is not disputed by Customer shall be paid within the time period set forth in the applicable SOW. Upon the Parties’ resolution of any disputed charge, Customer will pay DBA, or DBA shall credit Customer, the amount agreed upon in accordance with such resolution. 

4. Customer shall pay any use, sales, value-added or other similar taxes imposed by applicable law that DBA must pay based on the Services that Customer ordered (excluding those on DBA’s net income) and other similar charges relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent a valid tax exemption certificate is provided by Customer to DBA prior to the delivery of the Services. Fees for Services listed in a Statement of Work are exclusive of taxes and expenses. Customer holds DBA harmless from paying such taxes and charges on Customer behalf. Customer will reimburse DBA for reasonable expenses pre-approved by Customer related to providing the Services including but not limited to, lodging, travel, and meals. Only expenses with prior written approval from Customer will be reimbursed to DBA. 

5. All past due amounts, including outstanding disputed amounts that are resolved to be paid to DBA, are subject to an interest charge of 1% per month, until Customer shall have satisfied in full all of its obligations to DBA. The Customer shall reimburse DBA for all costs (including but not limited to reasonable attorneys’ fees and expenses and court costs) associated with collecting delinquent accounts or dishonored payments. If Customer is in arrears on any invoice(s), DBA may, upon notice, apply any deposit thereto and withhold or cancel further performance of Services until all payments for such overdue invoice(s) are made in full. If suit is brought for breach of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party reasonable attorney’s’ fees and its costs and expenses in connection with the enforcement of the payment terms of this Agreement. 

6. Billing will commence upon Customer’s use of Services to activate one (1) location. 

 

ARTICLE 4. DELIVERY AND ACCEPTANCE 

1. Submission of an invoice by DBA is confirmation by DBA that DBA has fully performed the Services ordered pursuant to the applicable SOW. 

2. The Services performed by DBA shall be deemed accepted as performed unless otherwise Customer provides written notice to DBA within thirty (30) days of the performance of the Service. 

ARTICLE 5: TERM OF AGREEMENT; TERMINATION 

1. This Agreement shall commence upon the execution of this Agreement and shall remain in effect for a minimum of one (1) year(s) from customer’s first payment or until either Party provides the other Party with written notice of termination pursuant to paragraph 2 below. 

2. This Agreement may be terminated upon a written notice by DBA or Customer, as the case may be, without liability of the terminating Party under the following circumstances: by DBA if Customer fails to pay a past due balance ten (10) business days after written notice from DBA of the past due balance; by Customer or DBA on ten (10) business days’ written notice to the other party if the other violates any law, rule, regulation or policy of any governmental authority related to the Services; by Customer if DBA fails to cure any breach of this Agreement within thirty (30) days after written notice to DBA; and by Customer if it is demonstrated that DBA has made fraudulent or negligent misrepresentations to Customer; and by Customer or DBA immediately upon written notice to the other Party if such other Party: (i) has violated the terminating Party’s trademarks; (ii) becomes insolvent; (iii) is involved in a liquidation or termination of its business; (iv) files a bankruptcy petition or has an involuntary bankruptcy petition filed against (if not dismissed within 30 days of filing); or (v) makes an assignment for the benefit of its creditors. 

3. DBA and Customer each agree to extend the 30-day cure period described in subparagraph (c) hereof, provided DBA continues reasonable efforts to cure the breach. If Customer has entered into multiple SOWs with DBA and the breach affects one or more but not all of those SOWs, then the terms of this section will apply only to the affected SOW. 

 

ARTICLE 6: INDEPENDENT CONTRACTOR STATUS 

It is expressly agreed that DBA, its employees, agents and/or subcontractors are independent contractors of Customer and nothing in this Agreement shall create any sort of partnership or joint venture relationship between DBA and Customer. Each Party shall be solely responsible for the payment of all applicable taxes, compensation and/or benefits owed to their respective employees, agents and/or subcontractors. Further, neither Party has the authority to bind or act on behalf of the other Party hereto or to otherwise obligate such Party to any third party that is not a signatory to this Agreement. 

ARTICLE 7: ASSIGNABILITY OF AGREEMENT; SUBCONTRACTING; NON-SOLICITATION OF CUSTOMERS The Parties understand and agree that their duties and responsibilities under this Agreement shall not be assigned, transferred, or shared by either Party with any other person, corporation, or entity without the prior notification to the other Party, In the event of DBA engaging in a merger, acquisition, consolidation, corporate reorganization, sale of a substantial block of its stock, or the sale of all or substantially all of its assets, the resulting entity shall be obligated to offer Customer the opportunity to renew its current contract at time of renewal for a period of twelve (12) months. The Parties acknowledge and agree that DBA may use subcontractors to perform all or a portion of its services/duties hereunder. DBA to provide a 30-day notice of a merger, acquisition, or consolidation to Customer. 

Non-Solicitation of Customers. DBA agrees that during the Term of the agreement and for a period of six (6) months following the termination of the agreement, DBA will not (except on behalf of or with the prior written consent of Customer), solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Customer’s customers licensing DBA technology/services. 

 

ARTICLE 8: COMPLIANCE WITH ALL LAWS 

Each Party shall assure they will at all times comply with all applicable laws, regulations and compliance-related instructions of the other, whether, written, oral or electronic. Each Party reserves the right to terminate or suspend an affected Service and/or to remove the Customer content from the affected Services, if such Party determines that such Service or content do not conform to the requirements set forth in this Agreement, or if such Party receives notice from a third party that the use of the Services or the Customer content may violate any law, regulation and/or any intellectual property right of such third party. Each Party will use reasonable efforts to provide prompt notice to the other Party of any alleged violation or 

threatened violation by the other Party of its obligations under this Article. In any event, each Party agrees to give thirty (30) days’ advance written notice (if legally permissible) of any such proposed termination or suspension. Such notice will provide an explanation for the proposed termination or suspension and allow the other Party time to rectify the alleged violation prior to termination of this Agreement or the suspension of the Services. 

 

ARTICLE 9: OWNERSHIP RIGHTS AND RESTRICTIONS 

A. Subject to the terms of this Agreement and upon receipt by DBA of full payment of all fees and charges hereunder, Customer will own and have all right, title and interest to any items delivered by DBA pursuant to an SOW (“Deliverables”), excluding Background IP (as defined below). All submissions, photos, videos, text, data and information submitted to Google in conjunction with the Services are deemed Deliverables. DBA, or its third-party licensors, as applicable, shall retain sole and exclusive ownership of all Background IP and shall be entitled to, among other things, use, reproduce, disclose, disseminate, publish, perform, transfer, sublicense, modify, exploit and prepare derivatives of Background IP. Nothing in this Agreement in any way limits or impairs the ability of DBA or its third-party licensors, as applicable, to use the Background IP to provide products or services to any of its or their other customers, whether now or in the future. “Background IP” means all Source Code (defined below), object code, Third Party Software, technology, systems, strategies, processes, methods, techniques, ideas, experience, information, know-how, patents, trademarks, copyrights, designs, developments, or other proprietary rights that are used or delivered by DBA hereunder, whether pre-existing or conceived, created or developed by DBA, alone or with Customer or others, in the course of its performance under this Agreement, whether embodied or otherwise encompassed in the Deliverables, and including all improvements or derivatives thereof. The Parties recognize and agree that Background IP does not include the Deliverables. “Source Code” means a text listing of commands to be compiled or assembled into an executable computer program, which is licensed to Customer by DBA pursuant to an SOW. B. Subject to the terms of this Agreement and upon receipt by DBA of full payment of all fees and charges hereunder, DBA hereby grants Customer a limited, non-exclusive, non-transferrable, non-sublicensable license to use the Background IP (excluding Source Code) embodied in the Deliverables solely in connection with Customer internal use of such Deliverables for its own purposes, and not for any resale or distribution by Customer. If Customer breaches this Agreement, DBA reserves the right to immediately revoke the license granted to Customer in this Article 9.B. C. To the extent a Source Code license is expressly identified as a Deliverable under an applicable SOW, then subject to the terms of this Agreement and upon receipt by DBA of full payment of all fees and charges hereunder, DBA grants Customer a limited, non-exclusive, non-transferrable, non-sublicensable, royalty-free license to use, modify, or create derivative works from, such Source Code, all for Customer internal business purposes only and not for re-sale or distribution by Customer. Accordingly, Customer shall not copy, use, publish, perform, distribute, disseminate or exploit Source Code or any derivatives thereof for any commercial purpose or otherwise share, disclose or transmit Source Code or any derivatives thereof with or to any third party. 

 

ARTICLE 10: PROPRIETARY AND CONFIDENTIAL INFORMATION 

1. All industrial secrets, trade secrets, know-how, inventions, techniques, technical information, documentation, processes, programs, schematics, software source documents, data, existing and potential customers or partners, existing and potential business ventures, reports, financial information, sales and marketing plans or information, business information, other information which the receiving Party knows or has reason to know is confidential, proprietary or trade secret information or other materials that are disclosed by either Party to the other during the term of this Agreement shall be considered proprietary information (“Confidential Information”) of the disclosing Party, provided such Confidential Information either is in written or other tangible form that is clearly marked “proprietary” or “confidential”, or is disclosed orally and is both identified as proprietary or confidential at the time of such oral disclosure and summarized in a writing marked as confidential or proprietary within fifteen (15) business days following the oral disclosure, or would otherwise by its nature be known to a reasonable person to be confidential. Without limiting the generality of the foregoing sentence, this Agreement, including any amendments or SOWs incorporated herein, shall be deemed to be the Confidential Information of both DBA and Customer. 

2. Each Party’s Confidential Information shall for a period of three (3) years following disclosure (except in the case of software or trade secrets, which shall be held in confidence for an indefinite period): (i) be held in confidence by the other Party hereto in the same way as it treats confidential information of like nature, but using no less than a reasonable degree of care; (ii) be used only for purposes of performing this Agreement and using the Services; and (iii) not be disclosed except to the receiving Party’s employees, agents and contractors having a need-to-know (provided that the receiving Party shall be responsible for the breach hereof by any such persons, and such agents and contractors shall agree in writing to the restrictions in this paragraph). 

3. A Party’s Confidential Information does not include information that: (i) is or becomes part of the public domain through no act or omission of the other Party; (ii) can be demonstrated to have been rightfully in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (iii) can be demonstrated to have been lawfully disclosed to the other Party by a third party without restriction on the discloser; (iv) can be demonstrated to have been independently developed by the other Party subsequent to disclosure without use of any Confidential Information received from the other Party or (v) is disclosed pursuant to administrative or judicial action, provided that the receiving Party shall use its best effort to maintain the confidentiality of the Confidential Information by asserting in such action any applicable privileges and shall, promptly after receiving notice of such action, notify the disclosing Party thereof and give the disclosing Party the opportunity to seek any other legal remedies so as to maintain such Confidential Information in confidence. If only a portion of the Confidential Information falls under any of the subsections contained in this Article 10.C, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of this Agreement. 

 

ARTICLE 11: WARRANTY, DISCLAIMERS AND INDEMNITY 

EACH OF THE SIGNATORIES HERETO WARRANTS AND REPRESENTS THAT IT HAS THE RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM THE SERVICES AND/OR OTHERWISE PERFORM HEREUNDER AND EACH FURTHER WARRANTS AND REPRESENTS THAT IT HAS THE KNOWLEDGE AND/OR ABILITY TO PERFORM HEREUNDER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DBA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALINGS OR COURSE OF PERFORMANCE. DBA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EQUIPMENT PROVIDED BY DBA IN CONJUNCTION WITH ANY SERVICE IS PROVIDED ON AN “AS IS” BASIS. DBA DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND Customer Should NOT RELY ON ANYONE MAKING SUCH STATEMENTS. Customer Agrees THAT ANY SOFTWARE PRODUCTS PROVIDED TO Customer Under THIS AGREEMENT THAT ARE NEITHER DEVELOPED NOR DESIGNED BY DBA WILL CARRY THE WARRANTY PROVIDED BY THE MANUFACTURER, OR DEVELOPER, IF ANY, AND DBA MAKES NO INDEPENDENT WARRANTY WITH RESPECT TO SUCH PRODUCTS. EACH PARTY SHALL INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS FROM ANY AND ALL CLAIMS BY THIRD PARTIES, AND EXPENSES RELATING THERETO, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND LITIGATION COSTS, WITH RESPECT TO ANY DAMAGES TO PERSONAL PROPERTY, PERSONAL INJURY OR DEATH CAUSED BY THE INDEMNIFYING PARTY’S ACTIONS. WITH RESPECT TO THE FOREGOING INDEMNIFICATION OBLIGATION: (i) THE INDEMNIFIED 

PARTY WILL NOTIFY THE INDEMNIFYING PARTY IN WRITING PROMPTLY UPON LEARNING OF ANY CLAIM OR SUIT FOR WHICH INDEMNIFICATION MAY BE SOUGHT HEREUNDER, PROVIDED THAT FAILURE TO DO SO SHALL NOT AFFECT THE INDEMNITY EXCEPT TO THE EXTENT THE INDEMNIFYING PARTY IS PREJUDICED THEREBY; (ii) THE INDEMNIFYING PARTY SHALL HAVE CONTROL OF THE DEFENSE OR SETTLEMENT PROVIDED THAT THE INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO PARTICIPATE IN SUCH DEFENSE OR SETTLEMENT WITH COUNSEL OF ITS OWN SELECTION; AND (iii) ANY SETTLEMENT WILL BE LIMITED TO MONETARY DAMAGES WHOLLY PAID FOR BY THE INDEMNIFYING PARTY. 

ARTICLE 12: LIMITATION OF LIABILITY IN NO EVENT. SHALL DBA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, COSTS FOR PROCUREMENT OF SUBSTITUTE SERVICES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, OR BUSINESS INTERRUPTION INCURRED BY Customer or ANY THIRD PARTY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DBA’S ENTIRE LIABILITY HEREUNDER AND Customer EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO. NONPERFORMANCE OR MISREPRESENTATION, AND REGARDLESS OF THE FORM OF ACTIONS, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS PAID BY Customer to DBA FOR THE APPLICABLE SERVICE UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS PRECEDING THE MONTH IN WHICH THE DAMAGE OCCURRED. DBA SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: (I) INTEROPERABILITY, INTERACTION, LACK OF ACCESS, OR INTERCONNECTION PROBLEMS WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY THE Customer OR THIRD PARTIES; OR (IT) SERVICE INTERRUPTIONS OR LOST OR ALTERED MESSAGES OR TRANSMISSIONS, EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE SOW. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE AND IN ANY SOW SHALL APPLY: (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE; AND (III) WHETHER OR NOT DAMAGES WERE FORESEEABLE. THESE LIMITATIONS SHALL APPLY EVEN IF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT FAILS IN ITS ESSENTIAL PURPOSE. 

 

ARTICLE 13: PUBLICITY AND MARKS; PUBLIC STATEMENTS 

Upon signing this Agreement, Customer shall have authority to issue a press release describing, and otherwise publicly disclose, the general relationship of the Parties, without disclosing any other Confidential Information. Customer shall also have the right to use the name and logo of Customer as a customer of DBA in promotional materials. Neither Party will issue any press release or engage in any other promotional activities, other than the foregoing, without obtaining such other Party’s prior written approval; provided, that either Party may at any time reiterate any information contained in any jointly issued or previously approved press release or promotional material. 

 

ARTICLE 14: SEVERABILITY 

The provisions of this Agreement are severable. If anyone or more of the provisions of this Agreement or its application to any person or circumstance are held to be invalid, illegal, or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality, or unenforceability, shall not affect any other provision or obligation contained herein and the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances shall not be affected. 

ARTICLE 15: AGREEMENT NOT TO SOLICIT EMPLOYEES AND/OR OTHERS During the term of the Agreement between the undersigned Parties, and for a period of 12 months thereafter, Customer and DBA agree not to solicit for a permanent or other position any employee or subcontractor of the other party who was introduced to or who worked on a project involving the Parties pursuant to this Agreement. 

 

ARTICLE 16: DATA RECONSTRUCTION 

Customer is responsible for maintaining its own procedures for the reconstruction of lost or altered files, backup or saving of data or programs to the extent deemed necessary by Customer and for actually reconstructing any lost or altered files, data or programs. DBA assumes no responsibility for the protection of Customer data. Customer agrees that it shall have the sole responsibility for safeguarding the software and data during service work performed by DBA. DBA is not liable for software damage, damage to data, damage to the Customer network or IT environment due to any outside factor, i.e. software virus. 

 

ARTICLE 17: FORCE MAJEURE 

DBA shall not be liable for delays or failure to perform with respect to this Agreement due to (i) causes beyond its reasonable control, (ii) acts of God, terrorism, epidemics, war, riots, delays in transportation or car shortages, or (iii) inability to obtain necessary labor, materials, or manufacturing facilities, or delays caused by Customer due to similar causes. In the event of any such delay, the date of performance shall be extended for a period equal to the time lost by reason of the delay. 

 

ARTICLE 18: NOTICES 

Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses below, or as changed through written notice to the other Party. Notice given by certified mail or personal service shall be deemed effective on the date it is delivered to the addressee, and notices sent by standard mail shall be deemed effective on the seventh day following its placement in the mail addressed to the addressee. Notice sent electronically shall be deemed delivered on the first working day immediately following the transmission date. Notices will be sent to the following address until a Party provides the other Party a written notice of a change of address. 

If to DBA: 333 3rd Ave N, St Petersburg FL 33701
AND VIA E-MAIL TO: Billing@dbaPlatform.com

If to Customer: 

 

ARTICLE 19: MISCELLANEOUS PROVISIONS 

1. This Agreement: (i) supersedes all prior agreements between the Parties with respect to the same subject matter, and fully sets forth the understanding of the Parties with respect to the subject hereof; (ii) shall not be modified except by written agreement of the Parties; (iii) shall be interpreted in accordance with the laws of the State of Arizona, the United States of America, without regard to its conflict of laws provisions; and (iv) shall control the resolution of a conflict between the terms and conditions of this Agreement and any SOW. 

2. Any dispute, directly or indirectly, relating to this agreement shall be brought in a court of competent jurisdiction in the Judicial Districts of Florida or a state court geographically located in either of those federal judicial districts and the Parties consent to such jurisdiction and venue as the exclusive venue for all such disputes. 

3. No purported waiver by any Party of any default by any other Party of any term or provision contained herein shall be deemed to be a waiver of such term or provision unless the waiver is in writing and signed by the waiving Party. No such waiver shall in any event be deemed a waiver of any subsequent default under the same or any other term or provision contained herein. 

4. The respective obligations of the Parties which by their nature would continue beyond the termination or expiration of this Agreement, including, without limitation, the obligations regarding confidentiality and limitations of liability, shall survive termination or expiration. 

5. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute only one original. Copies of this Agreement signed by one or both parties transmitted via facsimile and/or electronic mail shall be deemed to be as valid and binding as original signatures. 

6. This Agreement is executed the day and year first above written.