NAUTILUS SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (this "Agreement") is entered into by and between Nautilus, Inc., a Delaware corporation ("Nautilus"), and the entity executing this Agreement as Customer ("Customer"), and is effective as of the date of last signature below (the "Effective Date"). Nautilus and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

WHEREAS, Customer desires to access, and Nautilus desires to provide Customer access to, Nautilus's software-as-a-service, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, 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. Definitions

(a) "Authorized User" means Customer, Customer's agents, and Customer customers who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

(b) "Business" means the car washing services provided by Customer.

(c) "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, including but not limited to information by which Authorized Users may be personally identified, including their names, addresses, email addresses, account numbers, and telephone numbers.

(d) "Nautilus IP" means the Services and any and all intellectual property provided by Nautilus to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Nautilus IP does not include Customer Data.

2. Services

During the Term, Nautilus shall provide Customer with access to Nautilus's software-as-a-service platform (the "Platform"), which may include functionality for marketing, customer engagement, payments, customer relationship management, and related business operations, as determined by Nautilus from time to time (collectively, the "Services"). Nautilus reserves the right, in its sole discretion, to modify, enhance, introduce, or discontinue any functionalities of the Services at any time without liability, provided that such modifications do not materially reduce the overall functionality of the Services offered to Customer.

2.1 Responsibilities

(a) Nautilus Responsibilities. Nautilus shall (i) make the Services available to Customer in accordance with this Agreement; (ii) provide all technical infrastructure necessary to host, manage, and deliver the Services to Authorized Users, including formatting or transmitting communications and facilitating access to relevant functionalities; (iii) use commercially reasonable efforts to maintain the security and availability of the Services; and (iv) provide general support or additional services upon such terms as the Parties may agree in writing.

(b) Customer Responsibilities. Customer shall (i) be responsible for providing all content, data, and other materials to be used or processed via the Services; (ii) be solely responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquires such data; (iii) ensure that any use of the Services by its Authorized Users complies with all applicable laws and regulations; and (iv) promptly notify Nautilus of any suspected or alleged violation of this Agreement by any Authorized User.

2.2 SMS Services

Nautilus shall offer Customer short message service ("SMS") marketing services and multimedia messaging service ("MMS") subject to the terms set forth in this Section 2.2 (the "SMS Services").

(a) At Customer's express direction and written authorization, Nautilus shall provide technical infrastructure to facilitate SMS campaign transmission per month of the Term, up to the aggregate number of SMS segments per location as set forth in the applicable Order Form (the "SMS Cap"), for messages to be sent by Customer to market Customer and the Business. Customer acknowledges and agrees that Customer, not Nautilus, is the sender of all SMS/MMS and email messages for purposes of the TCPA, CAN-SPAM Act, and all other applicable communications laws.

(b) Customer shall be solely responsible for providing all Customer Data, content, materials, and any specific instructions necessary for the SMS Services, including but not limited to textual content, images, links, and any other marketing materials relevant to the applicable campaign as well as the names, telephone numbers, account numbers, and other relevant information of Authorized Users specified by Customer. Nautilus shall be responsible for the technical aspects of the SMS Services, including but not limited to formatting SMS messages, and managing the sending infrastructure.

(c) Nautilus, solely on behalf of Customer, shall track and collect data regarding the performance of each SMS campaign, including metrics such as delivery rates, response rates, opt-in rates, and other relevant engagement data. Nautilus shall report such data to Customer promptly after Customer's written request to Nautilus for same. Customer acknowledges and agrees that Nautilus shall track, collect, and report such data on behalf of and for the sole benefit of Customer and that Customer shall be ultimately responsible for the collection, use, storage, and management of such data. Customer represents and warrants to Nautilus that Customer is directing Nautilus to track and collect such data, and Customer shall use and manage such data in compliance with all applicable legal and regulatory data protection, privacy, and communication laws.

(d) For the purposes of the SMS Services, each MMS message sent shall count as three (3) SMS segments towards the SMS Cap. This is due to the additional data and resources required to send MMS messages. Nautilus shall monitor and manage the aggregate number of SMS/MMS messages sent each month to ensure compliance with the SMS Cap, taking into account this conversion rate for MMS messages.

(e) Customer is solely responsible for ensuring all SMS/MMS marketing campaigns comply with applicable laws, regulations, and industry standards, including but not limited to any federal or state telemarketing laws, the Telephone Consumer Protection Act (TCPA), and relevant privacy or consumer protection statutes. Nautilus or its third-party messaging service will provide the technical mechanism by which Authorized Users may opt out or unsubscribe from future SMS/MMS communications, but Customer shall ensure it obtains all required consents and adheres to any other legal requirements for sending SMS/MMS messages.

(f) Nautilus will provide a Terms of Service and a Privacy Policy covering use of the SMS Services. Notwithstanding the foregoing, Customer is solely responsible for the content of all SMS/MMS messages and for verifying that each telephone number provided is authorized to receive SMS/MMS communications. Nautilus will not be liable for any claims, damages, or regulatory penalties arising out of or related to Customer failure to obtain proper consent or provide compliant messaging content.

(g) In addition to any indemnification obligations set forth in Section 8, Customer shall indemnify, defend, and hold harmless Nautilus from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees), or claims arising out of or related to alleged violations of the TCPA, state consumer protection laws, or other regulations governing SMS/MMS communications or telemarketing practices, except to the extent directly and solely resulting from Nautilus's willful misconduct or Nautilus's knowing and intentional violation of the TCPA.

2.3 Email Services

Nautilus shall offer Customer email services subject to the terms set forth in this Section 2.3 (the "Email Services").

(a) At Customer's express direction and written authorization, Nautilus shall provide technical infrastructure to facilitate email campaign transmission per month of the Term for messages to be sent by Customer to market Customer and the Business. Customer may send a reasonable volume of emails consistent with normal business operations. Nautilus reserves the right to implement usage limits or charge overage fees only if Customer's email volume materially exceeds industry-standard usage patterns or places an undue burden on Nautilus's infrastructure, in which case Nautilus shall provide Customer with thirty (30) days' written notice before implementing any such limits or fees. Customer acknowledges and agrees that Customer, not Nautilus, is the sender of all email messages for purposes of the CAN-SPAM Act and all other applicable communications and privacy laws.

(b) Customer shall be solely responsible for providing all Customer Data, content, materials, and any specific instructions necessary for the Email Services, including but not limited to textual content, images, links, and any other marketing materials relevant to the applicable campaign as well as the names, email addresses, account numbers, and other relevant information of Authorized Users specified by Customer. Nautilus shall be responsible for the technical aspects of the Email Services, including but not limited to managing the sending infrastructure.

(c) Nautilus, solely on behalf of Customer, shall track and collect data regarding the performance of each email campaign, including metrics such as open rates, click-through rates, and other relevant engagement data. Nautilus shall report such data to Customer promptly after Customer's written request to Nautilus for same. Customer acknowledges and agrees that Nautilus shall track, collect, and report such data on behalf of and for the sole benefit of Customer and that Customer shall be ultimately responsible for the collection, use, storage, and management of such data. Customer represents and warrants to Nautilus that Customer is directing Nautilus to track and collect such data, and Customer shall use and manage such data in compliance with all applicable legal and regulatory data protection, privacy, and communication laws.

(d) Nautilus will provide a Terms of Service and a Privacy Policy covering use of the Email Services. Notwithstanding the foregoing, Customer is solely responsible for ensuring that all email campaigns and related practices comply with applicable laws, regulations, and industry standards, including but not limited to the CAN-SPAM Act, any state or federal privacy statutes, and relevant consumer protection or marketing regulations.

(e) Customer shall secure all required consents from Authorized Users before sending marketing emails and shall provide any mandatory disclosures or unsubscribe mechanisms required by law. Although Nautilus or its third-party service may provide technical unsubscribe or opt-out functionality as part of the Email Services, Customer remains solely responsible for ensuring the legality and proper functioning of such unsubscribe processes.

(f) In addition to any indemnification obligations set forth in Section 8, Customer shall indemnify, defend, and hold harmless Nautilus from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees), or claims arising out of or related to (1) the content of emails distributed by Nautilus on behalf of Customer, (2) any alleged violations of the CAN-SPAM Act or other applicable laws regulating email, and (3) Customer failure to provide accurate recipient information or valid consents, except to the extent resulting from Nautilus's gross negligence or willful misconduct.

2.4 Hosted Payment Link Services

Nautilus shall offer Customer hosted payment link services subject to the terms set forth in this Section 2.4 (the "Hosted Payment Link Services").

(a) Nautilus, solely on behalf of Customer, shall configure and maintain hosted payment links or website embed to facilitate online transactions of the Business. Such hosted payment links or website embed will direct Authorized Users to a secure, third-party processing service through which such transactions may be completed. Customer acknowledges and agrees that Nautilus shall not store, process, or have access to payment information directly.

(b) The Parties hereby acknowledge and agree that while Nautilus shall be responsible for creating and providing access to such hosted payment links or website embed, the processing of online transactions of the Business—including but not limited to the collection, use, storage, and management of payment information of Authorized Users—shall be handled by a third-party processing service as solely selected and determined by Nautilus. If the Hosted Payment Link Services are used for membership or recurring billing updates, Customer shall be solely responsible for compliance with all applicable laws and regulations regarding membership and billing practices and for providing accurate membership or payment data. Nautilus shall have no liability for any membership or billing disputes, unauthorized or fraudulent charges, or any claims arising out of or related to the third-party processing service, except to the extent resulting from Nautilus's gross negligence or willful misconduct. Customer shall indemnify, defend, and hold harmless Nautilus from and against any and all losses, liabilities, or claims arising out of or related to membership, billing, or payment processing disputes to the extent provided in Section 8.

2.5 CRM Services

Nautilus shall offer Customer customer relationship management services subject to the terms set forth in this Section 2.5 (the "CRM Services"). Nautilus, solely on behalf of Customer, shall configure and maintain CRM functionalities enabling Customer to store, organize, and manage Authorized User data and interactions in connection with the Business. Customer acknowledges and agrees that Nautilus shall not verify the accuracy or legality of any data input by Customer or its Authorized Users.

The Parties hereby acknowledge and agree that while Nautilus shall be responsible for providing and maintaining the CRM functionalities, the collection, use, storage, and management of data input into the CRM shall be performed by Customer. If the CRM Services are used to collect, store, or process personal information, Customer shall be solely responsible for complying with all applicable data protection and privacy laws and for ensuring that any required consents or notices are provided. Nautilus shall have no liability for any claims arising out of or related to Customer data collection, management, or usage practices, except to the extent resulting from Nautilus's gross negligence or willful misconduct. Customer shall indemnify, defend, and hold harmless Nautilus from and against any and all losses, liabilities, or claims arising out of or related to the CRM Services to the extent provided in Section 8.

2.6 AI Services

Nautilus may provide Customer with access to certain artificial intelligence ("AI") functionalities as part of the Services ("AI Services"). Nautilus reserves the right, in its sole discretion, to establish usage limits for the AI Services, including limits on the number of requests, data volume, or processing time, and to adjust such limits from time to time upon thirty (30) days' written notice to Customer. If Customer exceeds any such limits, Nautilus may (i) charge overage fees at its then-current rates, (ii) throttle or restrict AI Services until the next billing period, or (iii) suspend access to AI Services if such usage materially impacts system performance or security. Customer remains responsible for ensuring that all inputs and outputs from the AI Services comply with applicable laws, regulations, and this Agreement.

3. Access and Use

(a) Provision of Access. Nautilus hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's use in connection with the Business. Nautilus shall provide to Authorized Users the necessary network links or connections to allow Authorized Users to access the Services.

(b) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iv) remove any proprietary notices from the Services.

4. Fees and Payment

(a) Fees. As partial consideration for the Services, Customer shall pay Nautilus the fees set forth in this Section 4(a) (the "Fees"), without offset or deduction.

(i) During the Term, Customer shall pay Nautilus a monthly subscription fee (the "Monthly SaaS Fee") for the full scope of Services provided under this Agreement, including but not limited to Email Services, SMS Services, Hosted Payment Link Services, and CRM Services subject to the usage limits set forth herein.

(ii) If Nautilus, solely on behalf of Customer, sends more SMS/MMS messages than the applicable monthly message cap (the "SMS Cap"), and upon the direction and written approval of Customer, Customer shall pay Nautilus $0.02 per SMS segment and the equivalent of 3 SMS segments for each MMS message sent in excess of the SMS Cap for the applicable month. If Customer's email volume materially exceeds industry-standard usage patterns, Nautilus may implement overage fees upon thirty (30) days' written notice as set forth in Section 2.3(a).

(iii) During the Term, Customer shall be responsible for covering all carrier charges and fees related to the transmission of SMS and MMS messages as part of the SMS Services pursuant to this Agreement. The exact charges will be based on the current carrier rates applicable at the time of sending each message. The charges will be calculated based on the prevailing carrier rates at the time of message dispatch and will be billed to Customer monthly.

(b) Payment. Nautilus shall invoice Customer for all accrued but unpaid Fees no more frequently than monthly. Customer shall pay each invoice within fifteen (15) days after Customer's receipt of such invoice.

(c) Late Payments. If Customer fails to make any payment when due, without limiting Nautilus's other rights and remedies: (i) Nautilus may charge interest on the past due amount at the rate of one and one-half percent (1.5%) per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Nautilus for all reasonable costs incurred by Nautilus in collecting any late payments or interest, including reasonable attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Nautilus may suspend performance of the Services until all past due amounts and interest thereon have been paid.

(d) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Nautilus's income.

(e) Price Adjustment. Nautilus reserves the right to adjust the Fees set forth in Section 4(a) upon providing Customer with thirty (30) days' written notice. Such notice shall be provided in accordance with the notice provisions outlined in Section 11 of this Agreement. Any such adjustment will take effect commencing on the first day of the month following the expiration of the notice period. Notwithstanding anything to the contrary, this Agreement may be immediately terminated if the Parties are unable to agree to a new Fee.

5. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written or electronic 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 is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.

The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings.

Upon expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the expiration or termination of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Intellectual Property Ownership

(a) Nautilus IP. Customer acknowledges that, as between Customer and Nautilus, Nautilus owns all right, title, and interest, including all intellectual property rights, in and to the Nautilus IP.

(b) Customer Data. Nautilus acknowledges that, as between Nautilus and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Nautilus a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use, and display the Customer Data solely to the extent necessary for Nautilus to provide the Services to Customer.

7. Warranties and Warranty Disclaimer

(a) Nautilus warrants that during the Term of this Agreement the Services will conform in all material respects to the specifications set forth in this Agreement during the Term.

(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7(a), THE SERVICES ARE PROVIDED "AS IS" AND NAUTILUS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NAUTILUS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8. Indemnification

(a) Nautilus shall indemnify, defend, and hold harmless Customer and their affiliates from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer arising out of or related to any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Nautilus IP infringes or misappropriates such third party's intellectual property rights; provided that (i) Nautilus shall have no obligations for such Losses incurred by Customer as a result of Customer's gross negligence or willful misconduct; and (ii) Customer shall promptly notify Nautilus in writing of such Third-Party Claim, reasonably cooperate with Nautilus, and allow Nautilus sole authority to control the defense and settlement of such Third-Party Claim.

(b) Customer shall indemnify, defend, and hold harmless Nautilus and their affiliates from and against any and all Losses incurred by Nautilus arising out of or related to the collection, use, storage, or management of Authorized User personal information and other data in connection with the Services; provided that (i) Customer shall have no obligations for such Losses incurred by Nautilus as a result of Nautilus's gross negligence or willful misconduct; and (ii) Nautilus shall promptly notify Customer in writing of such Third-Party Claim, reasonably cooperate with Customer, and allow Customer sole authority to control the defense and settlement of such Third-Party Claim.

9. Limitations of Liability

EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 9 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NAUTILUS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 9, IN NO EVENT WILL THE AGGREGATE LIABILITY OF NAUTILUS ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO NAUTILUS UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 9 DO NOT APPLY TO CLAIMS PURSUANT TO SECTION 8 AND SECTION 5.

10. Term and Termination

(a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to Section 10(b), will continue in effect until one (1) month from such date (the "Initial Term"). This Agreement will automatically renew for additional successive one-month (1-month) terms unless this Agreement is earlier terminated pursuant to Section 10(b) or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) either Party may terminate this Agreement for convenience, for any reason or no reason, upon thirty (30) days prior written notice to the other Party;

(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach;

(iii) Nautilus may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay an invoice when due more than two (2) times during the Initial Term or any Renewal Term; or

(iv) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) 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; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) 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.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, each Party shall immediately discontinue use of the other Party's intellectual property. Without limiting either Party's obligations under Section 5, each Party shall make other commercially reasonable efforts to return all copies of the other Party's intellectual property prior to deleting or destroying said materials.

(d) Survival. This Section 10 and Sections 1, 4, 5, 6, 7, 8, 9, and 11 survive any termination or expiration of this Agreement.

11. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at their historically used physical or email addresses (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section 11(b)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section 11(b).

(c) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(d) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the state or federal courts located in the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The substantially prevailing Party in any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be entitled to reimbursement of its reasonably incurred attorneys' fees and court costs from the substantially non-prevailing Party.

(f) Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section 11(f) will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(g) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the United States.

(h) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(i) Interpretation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings herein are for reference only and shall not affect the interpretation of this Agreement.

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic transmission (such as DocuSign) and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.