Effective 05/31/2019 12:00am EDT

This RunSignUp Event and Donation Website Contract (the "Agreement") is entered into between RunSignUp, Inc., a Delaware corporation doing business as RunSignup, BikeSignup, TriSignup, SkiSignup, PaddleSignup, AdventureSignup, GiveSignup, and SwimSignup (collectively, "RunSignup", "we" or "us") at 300 Mill Street, Suite 200, Moorestown, NJ 08057, and the sponsoring organization, individual, or commercial, non-profit or government entity which is described in Section 1 below (collectively, the" Owner", "you" or "your"). RunSignUp agrees to provide ticketing and event registration and related services for your event (the “Event”) and/or provide a website to process donations for your organization (“Donation Website”), subject to the following terms and conditions:

  1. Overview and Scope. Our online Event and Donation Website management platform enables the provision of various technology-based services for Event directors, sponsoring organizations, Event participants, and other individuals and entities managing events, activities and charitable donations. This Agreement is entered into between RunSignUp and the Owner of the Event, charity or 501(c)3 which/who is duly authorized to receive the registration fees, donations, ticket fees and any and all other payments which are processed and collected for the Event or through the use of our Services (collectively, the “Event and Donation Proceeds”). You represent that you are the Owner or its authorized representative and have the requisite authority to enter into this Agreement and receive the Event & Donation Proceeds.

  2. Services. Our proprietary, web-based system provides you with the capability to facilitate online registration and ticketing, maintain a website for soliciting donations, collect associated payments and/or donations, manage promotions and enable other technology and services (collectively, the "Services", which includes the software and related technology which we make remotely available for your access and use on a "SaaS" basis via the web) in connection with your Event or Donation Website. The Services are made available to you through one of our websites, including runsignup.com, bikesignup.com, trisignup.com, skisignup.com, paddlesignup.com, adventuresignup.com, givesignup.com and swimsignup.com, or through a mobile application or other cloud-based platform, which we may make available for your use (collectively, a "Site").

  3. Credit Card Information. In connection with the handling of credit card information in the provision of our Services, we have undergone a rigorous independent data security assessment to earn a designation as a Level 1 "PCI-DSS" ("Payment Card Industry Data Security Standard") Service Provider. To the extent that we handle credit card information for your Event and Donation Website, we agree to maintain Level 1 PCI-DSS compliance during the term of this Agreement and to retain an independent, qualified firm to validate compliance on at least an annual basis. To the extent applicable, RunSignUp agrees to provide you with proof of compliance on written request no more frequently than annually. RunSignUp acknowledges that, when credit card information is used for transactions on our Site, we will employ measures designed to protect cardholder data under the requirements listed in the PCI-DSS once it has been encrypted by our SSL certificate and transmitted to our servers. We do not store any user credit card information on our servers, but pass that directly to a third party payment gateway for processing. For those users who request to have their credit card data stored, we use a secure online credit card "vault" service. We will confirm that any third party payment gateways or third party vault services we use will have also been designated as PCI Level 1 compliant.

  4. License, Restrictions and Intellectual Property Rights.

    a. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to you to use the Services on a time-bounded basis for the subscription period specified in the "Term and Termination" provision below. You may use the Services (and you shall ensure that your Authorized Users use the Services) solely in support of your particular Event and Donation Website and solely for the purposes for which they were designed.

    b. Unless expressly authorized in this Agreement, you shall not, and shall ensure that your Authorized Users do not: (i) permit any third-party to access, use or copy all or any portion of the Services; (ii) modify, reverse engineer, decompile, disassemble, distribute, create derivative works based on, copy or otherwise exploit or circumvent access controls to all or any portion of the Services; (iii) sell, sublicense, rent, lease, or otherwise transfer rights to all or any portion of the Services; (vi) use the Services to operate in an outsourcing, service bureau or similar manner; or (v) use the Services in any manner which (a) poses a security risk, violates applicable laws or regulations, or violates any acceptable use policy or other terms of use which are posted on the Site where the Services are accessed; (b) overburdens or impairs the performance or operation of the Services or our hosted environment; (c) introduces offensive, pornographic, infringing or other inappropriate content; (d) poses a liability risk to Us; or (e) violates our "acceptable use", "content standards" or similar policy to the extent posted on a Site. Any rights not granted hereunder are reserved by RunSignUp.

    c. You may only grant access to the SaaS Services to your employees and third party contractors who you authorize to use the SaaS Services in support of the operations of your Event and Donation Website and who are bound by the confidentiality, limited use, intellectual property and other applicable conditions and restrictions of this Agreement ("Authorized Users"). You shall be responsible and liable to ensure that each such employee and contractor complies with the terms of this Agreement.

    d. We retain all right, title and interest in and to the Services (including, without limitation, the underlying software and technology, along with the features, functions, design, "look and feel", graphics, branding, design and other content) and in and to the associated documentation and materials, and in all related intellectual property and derivative works, including all know-how, methods and processes, as well as all related technology and all content (other than your posted Content), will belong solely and exclusively to RunSignUp. In addition to the other restrictions and limitations set forth herein, you agree that, except as expressly authorized hereunder in connection with your use of the Services and site, you shall treat our intellectual property as confidential information and shall not disclose or distribute it, in whole or in part.

    e. Nothing in this Agreement prevents you from using another registration provider or discontinuing use of the Services without penalty during the term of the Agreement.

  5. Information We Collect; Information Security

    a. In the course of providing the Services, we may collect certain information as follows:

    i. From individuals using the Site and registering for Events and making donations through the Site, we may collect their name, address, email address, gender, data of birth, phone number and other information, which we will store on our site as a profile (collectively, "Profile Data").

    ii. We will also store the lists and reports of participants and donors, which may include information such as address, email address, gender, date of birth and phone number for participants who have registered for your Event ("Event Data") or made a donation to your Donation Website (“Donor Data”). You may use the Event Data and Donor Data in support of the administration and support of your Event and to market your future Events to the registered participants and to solicit donations to your Donation Website, subject to your compliance with this Agreement, applicable data security/privacy laws, and the terms of the RunSignUp Privacy Policy.

    iii. We will not use Profile Data, Donor Data or Event Data to market Events or other services directly to participants and we will not share or sell Event Data or Donor Data to other Events or advertisers.

    iv. We will also collect and verify information, using commercial risk monitoring and identity verification services, about the entity that will receive the proceeds from the account if an entity will receive the proceeds (collectively, “Owner Data”). We will also collect and verify information about the entity that will receive the proceeds from the account if an entity will receive the proceeds (collectively, "Owner Data"). The Owner Data is required to satisfy various regulatory, credit card network, underwriting and "know your customer" requirements and our internal underwriting guidelines for approving the payment account and to prevent funding terrorism and money laundering.

    v. The Profile Data, Event Data, Donor Data, and Owner Data may be collectively referred to as "Collected Data".

    b. We agree to maintain commercially reasonable safeguards designed to protect the Collected Data from unauthorized disclosure or use. You hereby consent to our collection, use and handling of Collected Data using commercial risk monitoring and identity verification services, consistent with this Agreement and the RunSignUp Privacy Policy, including the disclosure of such Collected Data to third parties, which support our provisioning of the Services. Details regarding our handling of the Collected Data is set forth in the RunSignUp privacy policy, which can be found at https://runsignup.com/About-Us/Privacy-Policy (the "RunSignUp Privacy Policy"), and you confirm that you have reviewed such policy and agree thereto.

    c. You shall maintain, and shall ensure that your Authorized Users maintain, the confidentiality of your user name, password and other account information (collectively, "Account Information"), which enables access and use of the Services. You shall maintain the confidentiality of your Account Information and be solely responsible for any unauthorized disclosure or use of such Account Information, along with any ensuing liability for any harm or damages caused thereby.

    d. You shall protect the privacy and security of personal information and any other regulated information regarding registrants, participants, members and others (including such information which is a part of Event and Profile Data) in accordance with all applicable laws, regulations, prevailing industry standards and other applicable data security guidelines ("Data Security Laws"). In addition, you shall ensure that: (i) you, and any other applicable party which accesses such information, has posted, and complies with, a privacy policy to address applicable collection, uses and storage practices; and (ii) such privacy policies comply with all applicable Data Security Laws.

    e. You shall be solely responsible and liable for, and shall indemnify, defend and hold us harmless from, any liability or damages or harm of any kind incurred or alleged to have been incurred by any individual or entity which arises out, relates to of or is connected with any actions or omissions of you or any Authorized User which is based upon or results in the unauthorized access to, disclosure of, or breach of security or integrity regarding any information accessed, uploaded, provided, generated processed, utilized, stored or otherwise handled including but not limited to Event and Profile Data in connection with this Agreement.

  6. Content You Post.

    a. You, may choose to post, upload, publish, submit, display or transmit data, text, images, recordings, materials, logos, marks or other content on or through the Services or the Site "Custom Content"). You may not post any content that infringes the intellectual property rights of another party. For clarity, Collected Data and credit card information (which are addressed in Sections 3 and 6 above) are not considered Custom Content.

    b. You (on behalf of your organization, each Authorized User and each member or participant, as applicable) hereby grant to RunSignUp a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable license to use, display, reproduce, distribute, modify and transmit, in digital or printed form, all Custom Content in connection with the implementation and promotion of the Services and the promotion of your Event or Donation Website. However, we may also use your name, logo and/or other marks for the purpose of listing your organization as a user of our Services on our promotional materials (including on our Site). We agree to discontinue such use of your name or marks, which we have inserted or posted in our promotional materials within ten (10) days of your written request. You represent and warrant that, to the extent that any Custom Content is owned by a third party, the owner has granted you the necessary rights to effectuate the license granted to us above.

    c. You agree that we may de-personalize (remove any personally identifying information protected under applicable law) and aggregate any data, information or content which we collect, handle, store, process or otherwise access in connection with our provision of Services (including data and content which you provide or post) to perform analytics, improve and market the Services, or for any other business or commercial purpose. We shall have no obligation or liability in connection with the use of any of data, information or content, which we de-personalize, unless and to the extent prohibited by applicable law.

  7. Fees. Each online registrant using our Services will pay the registration or ticket fee charged by you plus a fee for processing such registrations (a "Processing Fee"), which is calculated and charged per transaction (not including donations) as follows:

    Checkout Total (Ticket Fees) Processing Fee
    $0 $0
    $.01 - $10.00 $2.00
    $10.01 - $30.00 $2.50
    $30.01 - $50.00 $3.00
    $50.01 - $250.00 6% of Checkout Total
    $250.01 - $1,000.00 5% of Checkout Total
    $1,000.01+ 4% of Checkout Total

    Processing Fees for donations are 4.0% per donation. The Processing Fee is established by RunSignUp and may be changed from time to time at the discretion of RunSignUp but will always be clearly disclosed on our website to you and to your registrants. We will be responsible for collecting all Event and Donation Proceeds and Processing Fees and you hereby expressly consent to, and authorize us, to collect all such fees in connection with our provision of the Services.

  8. Taxes. You will be solely responsible for and will pay any and all use, excise, sales and privilege taxes, duties, value added taxes, fees, assessments or similar liabilities however denominated and chargeable by a governmental authority as a result of any transactions, registrations or any other service or deliverable provided under this Agreement excluding taxes on RunSignUp's net income.

  9. Payments. We offer four payment alternatives – Quick Start Direct Deposit, Quick Start Check Payment, Advanced Direct Deposit and Advanced Check Payment. You will qualify for either a Quick Start or Advanced Payment account based upon the amount of information you provide when you set up your payment account and how you would like to be paid.

    Important Information About Procedures for Opening a New Payment Account: Opening a payment account requires us to obtain, verify and record information that identifies each person who opens an account. When a payment account is opened, we will ask for certain Owner Data (as defined in Section 5 above) and you agree to provide such information. We may ask you for additional information now or in the future if your payment processing increases or if we are unable to verify your identity or the identify or tax ID number for the entity that is receiving Event proceeds.

    i. RunSignUp uses Vantiv (now WorldPay) for payment processing for Advanced payment accounts.

    a) In order for you to use Vantiv’s payment processing services you must be approved as a sub- merchant by RunSignUp and Vantiv by submitting the required Owner Data which may vary based on your processing volume. By accepting this Agreement and using an Advanced Payment Account you also agree to the Vantiv Sub-Merchant contract - (https://runsignup.com/VantivContract).

    b) We allow you to choose direct deposit or check payments from the credit card payment gateway to your account on a Weekly, Monthly or Daily basis (Daily Payments must be approved by RunSignUp). Weekly is the default option. Weekly Check payments are only processed if Event and Donation Proceeds of at least $1,000 are owed. If the total owed does not reach $1,000, we will send a check for Event and Donation Proceeds collected within 6 business days of the completion of your Event. Direct Deposit weekly payments are not subject to the $1,000 minimum. Payments will be made on this basis with the exception of funds held to establish a refund reserve when required. The refund reserve will be paid to you via your selected payment method after the conclusion of your Event. All registration fees, except for Processing Fees are your exclusive property.

    c) Event Proceeds will be paid out at 70% of transactions processed for the Event until the Event is completed. When the Event is completed the 30% of transactions dollars held will be paid in the week following the completion of the Event.

    ii. We may now and in the future use companies other than Vantiv (now WorldPay) for payment processing. You agree and provide consent that if we decide to use another payment processing company that we may move your payment account or set up another similar payment account with any other payment processing company providing services similar to Vantiv (Now WorldPay) for the processing and payment of Event and Donation Proceeds as long as there are no other material changes in the Services provided under this contract.

    iii. Refunds - You shall exclusively and directly be liable for and handle refunds. If RunSignUp, for any reason has to handle refunds or chargebacks on your behalf You will be liable to RunSignUp for the proceeds refunded to participants for Your Event as well as any applicable RunSignUp processing fees for the original transaction and refund and any fees from the credit card brands or processors to process the chargebacks. RunSignUp has a service that helps you process refunds, these refunds come out of your reserve funds and will not be processed if the reserve funds do not meet the refund requests. Additional funds can be added to the refund reserve as needed.

    iv. RunSignUp reserves the right to withhold payments from an Event or Event owner or Donation Website owner if there are complaints from registrants or repeated chargebacks or if a Event has been cancelled and there are not sufficient funds available for refunds. RunSignUp may require a holdback from some Events based on the newness of the Event or newness of the registration history with RunSignUp or based on RunSignUp’s internal underwriting review of the creditworthiness of the Owner Data submitted for the Event or Donation Website Payment Account. RunSignUp reserves the right to withhold and deduct payment from a Event or Event Owner or Donation Website Owner for chargebacks that are processed against the Event or Donation Website. RunSignUp will release any Event holdbacks after an Event has been completed and it is determined that there are no additional refunds or chargebacks to be processed for that Event.

  10. Payment of Event or Donation Website Proceeds. In connection with our collection of fees in the provision of our Services, you agree as follows: (i) we may send Event or Donation Website Proceeds collected by us, minus our Processing Fees, directly to you via the methods identified in Payments above and you warrant that you are an authorized representative of the Owner in this regard and (ii) you shall indemnify us for any claims, loss or expenses (including attorney's fees) brought by the Owner or any other individual, entity or organization that relates to or arises from our payment of funds to you (including a claim that we wrongfully paid such funds to you and should have paid a different individual, entity or organization).

  11. Termination. This Agreement will remain in effect until terminated in accordance with its terms. Either party may terminate this Agreement upon written notice if the other party is in material breach and fails, within thirty (30) days of receipt of written notice of the breach, to correct the breach. In addition, RunSignUp may immediately deactivate, suspend or terminate your use of the Services for your Event or organization, or delist any RunSignUp-provided website, if you misuse the Services or the Site in violation of the terms hereof, including Section 4 above or if RunSignUp is unable to approve your Payment Account for processing or continued processing now or in the future in our sole discretion, based on our internal underwriting guidelines. RunSignUp may also terminate this Agreement, and your access to and use of the Services and Site(s), at any time after your Event is completed (or, as applicable, cancelled), with or without cause or upon written notice to you, but, unless you have misused the Services or the Site in a fraudulent or other improper manner, you shall then have the right to retrieve your data in accordance with the terms below. Upon termination, all rights (including rights to access and use the Services and Site) and obligations shall automatically terminate and you shall promptly return all proprietary information and materials of ours to us. You agree that, following termination or expiration hereof, we may maintain your data and content (including Collected Data and Custom Content) in accordance with our then-current backup, retention and data retention policies and for the ongoing purposes authorized herein. Upon request within one (1) year after termination, we will make available to you (via electronic download or such other method pursuant to our then-standard practices) your content and data which remains in our possession. After such one-year period, we may, without obligation to do so, delete any or all of your data and/or content without liability.

    You may discontinue use of the Services at any time without penalty and without notice to RunSignUp.

  12. Representations and Warranties and Associated Disclaimers. Each party represents and warrants that it has the necessary and full right, power, authority and capability to enter into this Agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments or any applicable federal, state and local law or regulation; and that the marks, logos and intellectual property licensed to the other party herein do not violate the proprietary rights of a third party.

    EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SERVICES AND THE SITES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, RUNSIGNUP EXPRESSLY DISCLAIMS ANY WARRANTY, REPRESENTATION, COMITTMENT OR LIABILITY: (i) THAT THE USE OF THE SERVICES, THE SITE, THE CONTENT THEREON OR ANY ASSOCIATED INTELLECTUAL PROPERTY WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE OPERATION OR USE THEREOF WILL MEET YOUR REQUIREMENTS; (ii) REGARDING ANY WEBSITES (INCLUDING THIRD PARTY WEBSITE FOR WHICH A LINK IS PROVIDED FROM OUR SERVICE OR SITE), TECHNOLOGY, SOLUTIONS OR OTHER PRODUCTS OR SERVICES (INCLUDING PAYMENT GATEWAYS AND DATA VAULTS) PROVIDED OR MADE AVAILABLE BY THIRD PARTIES; AND (iii). REGARDING THE ACCURACY OF ANY INFORMATION OR CONTENT THAT YOU POST OR ACCESS THROUGH THE SERVICES OR THE SITE. YOU ARE SOLELY RESPONSIBLE FOR ALL ASPECTS OF THE EVENT AND DONATION WEBSITE, INCLUDING WITH RESPECT TO ALL DATA AND CONTENT WHICH YOU POST OR SHARE.

  13. Indemnification. We will defend, indemnify and hold you harmless from and against any damages, losses, and costs that directly arise out of a claim brought by a third party (i) which alleges that the Services (in the form which we make them available to you) infringe a third party's copyright, patent, trademark, trade secret or other intellectual property right enforceable in the United States; (ii) seeking damages resulting from the unauthorized disclosure of credit card information or other personal information (where "personal information" means personally identifiable information (PII) which is protected under applicable law) hereunder to the extent such damages are caused by our breach of data security measures which we commit to undertake in this Agreement. As a condition of our indemnity obligation, you must promptly notify us of any such claim; grant us sole control of the defense and settlement of any such claim; and cooperate with us to facilitate our ability to settle or defend the claim. In the event of a covered infringement claim, we will endeavor to obtain for you the right to continue using the Services, or to replace or modify the Services so that they are not infringing and materially similar. If these alternatives are not commercially reasonable, we will notify you and terminate the Services. We shall have no indemnity obligations to you if the infringement claim is caused by your misuse of the Services, or Your use of the Services in combination with unauthorized products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHT AND UNATHORIZED DISCLOSURE OF CREDIT CARD INFORMATION AND PII.

    You shall indemnify, defend and hold harmless RunSignUp and its directors, officers, employees, affiliates, contractors and agents (collectively, the “RunSignUp Indemnitees”), against any damages, losses and costs that directly arise out of a claim brought by a third party (including an individual, entity or organization): (i) which alleges that your data, content or other information or materials infringes a third party’s copyright, trademark, trade secret, patent or other intellectual property right enforceable in the United States; (ii) seeking damages for the unauthorized disclosure of Event or Profile Data or personally identifiable data by you or an Authorized User as a result of a breach of a warranty, covenant or obligation hereunder; (iii) which arises out of or is caused by a misuse of the Services by you or any of your Authorized Users in violation of the usage or licensing restrictions and/or prohibitions set forth in this Agreement; (iv) which is based on injury, harm or other damage to, or a dispute over payments made or refunds requested by, a participant, volunteer, donor, sponsoring organization, entity or support resource involved in any Event or (as applicable) making a donation or other payment to your Donation Website; (v) which arises from your breach of a representation or warranty provided hereunder (including, by way of example and not limitation, a claim brought by a third party provider of online event management, charity website and/or registration services due to your breach of a representation or warranty in Section 12 above) or (vi) which is brought by a timer, event organizer, event director or other organization (other than the Owner which is entering into this Agreement) and is based on or arises out of the Services, the use of the Site or other matters related to your Event or Donation Website.

  14. LIMITATION ON LIABILITY. IN NO EVENT SHALL RUNSIGNUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL THE LIABILITY OF RUNSIGNUP UNDER THIS AGREEMENT EXCEED THE AMOUNT OF PROCESSING FEES COLLECTED AND RETAINED BY US FOR YOUR EVENT AND DONATION WEBSITE FOR THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL CLAIM ASSERTED AGAINST US HEREUNDER. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION (INCLUDING NEGLIGENCE) AND SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. NOTHING SET FORTH ABOVE SHALL LIMIT OUR OBLIGATION TO PAY UNDISPUTED FEES PROPERLY DUE TO YOU UNDER THIS AGREEMENT.

  15. Miscellaneous.

    a. Independent Contractor Relationship; No Third-Party Beneficiaries. The parties are independent contractors and nothing contained in this Agreement will be construed to create an association, trust, partnership, agency or joint venture between the parties. Except as expressly set forth herein, this Agreement does not and is not intended to confer any rights or remedies, express or implied, upon any person other than the parties hereto.

    b. Assignment. You may not assign or transfer any part of this Agreement without the prior written consent of RunSignUp. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or a controlling interest in our stock, but will endeavor to provide notice of such assignment as soon as practicable after it occurs.

    c. Force Majeure. Neither party will be liable to the other for any failure to perform any of its obligations under this Agreement during any period in which performance is delayed by circumstances not within such party's reasonable control, such as a natural disaster, act of war or terrorism, government action, labor disruption, internet outages or interruptions or power outages. Notwithstanding the above, the terms and conditions of Sections 9(iii) and 9(iv) shall continue to remain in full force and effect despite the occurrence of a force majeure event. Additionally, Owners shall remain financially responsible to participants and/or RunSignUp as applicable for any refunds and chargebacks necessitated by a Force Majeure event that causes a cancellation or interruption of an Event for which Services have been provided under this Agreement.

    d. Compliance with Laws. Each of us shall abide by all applicable laws and regulations, including those addressing data security and export controls, regarding our exercise of rights and performance of obligations under this Agreement.

    e. Entire Agreement; Severability; Waiver. This Agreement is the entire agreement between You and RunSignUp with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between you and us regarding that subject matter. No amendment to or modification of this Agreement will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement is found to be void or unenforceable, the provision will be stricken or modified and the remainder of this Agreement will remain in full force and will not be terminated. A waiver of any default is not a waiver of any subsequent default. All waivers must be in writing to be effective.

    f. Governing Law and Jurisdiction. The laws of the State of New Jersey shall govern the interpretation and enforcement of this Agreement and any dispute arising out of or related hereto, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New Jersey with respect to any dispute arising out of or relating to this Agreement.

    g. Notices. All notices must be in writing and shall be sent by first class U.S. mail or a nationally known express or overnight courier (such as FedEx, UPS or the U.S. Postal Service). Notices to us shall be sent to our main address as listed on our website and, for each notice, a copy shall also be sent to Our CFO. Notice to You may be sent to your address set forth in the Agreement. Notices shall be deemed given upon receipt thereof.

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