General Provisions

Entire Agreement. This Agreement constitutes the sole and complete agreement between the parties with regard to its subject matter.  Neither Party shall be subject to any provisions of any pre-printed purchase order, any shrink-wrap or click-wrap license or any Customer policies, regulations, rules, or the like, including those set forth in any Customer sponsored registration system, regardless if such requires affirmative acknowledgement from a AwareX representative.

Assignment. Neither party may assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of the other party, such consent not to be unreasonably withheld. Any attempted assignment in violation of this Section 16.2 shall be null and void.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.  Notwithstanding the foregoing, each party may assign its rights and delegate its obligations hereunder to (a) an acquirer of all or substantially all of the assets of such party, or (b) the surviving entity into which such party is consolidated or merged, provided, that, except to the extent such assignment occurs as a result of the operation of law, such assignee, successor or survivor expressly assumes and agrees to all terms and conditions of this Agreement applicable to the assigning party in writing provided to the other party.  No assignment or transfer by either party shall relieve such party of any of its duties, obligations or liabilities under this Agreement.

Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged.  No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

Governing Law. This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Dispute Resolution. In the event of any dispute between the parties arising out of this Agreement, the parties shall first each cause one of their three senior-most executives to meet in person to attempt to reach in good faith a resolution of the issue. Such meeting is to occur within twenty-one (21) days after either party first delivers to the other a written notice requesting such meeting, and the failure of a party to reasonably attend such meeting shall be rebuttable evidence of a lack of good faith in such negotiations.  If this is unsuccessful, the parties shall submit the dispute to non-binding mediation. Subject to the other agreement of the parties, mediation will occur within thirty (30) business days after the parties agree to submit the dispute to mediation.  The parties mutually shall select an independent mediator experienced in SaaS software, and each shall designate a representative(s) to meet with the mediator in good faith in an effort to resolve the dispute.  The specific format for the mediation shall be left to the discretion of the mediator and the designated party representatives and may include the preparation of agreed-upon statements of fact or written statements of position furnished to the other party. If the prior level of dispute resolution is unsuccessful, the dispute shall be resolved by a binding arbitration in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules.  Notwithstanding the foregoing, nothing herein shall prevent either party from seeking to obtain equitable or injunctive relief for any breach or threatened breach hereof.

Audit. AwareX shall, during the Term and for a period of one year after the calendar year in which an activity related, maintain accurate and complete records as are necessary to enable AwareX to demonstrate full compliance with the terms of this Agreement. Customer shall have the right (not more than once per calendar year), using an independent auditor, at such times as are reasonably mutually agreeable to the parties, to inspect, during normal business hours, AwareX’s records to verify compliance by AwareX with the terms of this Agreement.  AwareX agrees to cooperate with Customer in any such inspection.  Such inspection shall not disrupt AwareX’s business operations.  All costs of such inspection shall be borne by Customer.

Relationship of Parties. The parties are independent companies.  Neither party shall be deemed to be an employee, agent, partner nor legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

Force Majeure. Except for Customer’s obligations to pay money, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, strikes or shortages of materials (a “Force Majeure Event”).

Headings and References. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Counterparts. This Agreement may be executed via facsimile or email in any number of counterparts, all of which taken together shall constitute one and the same agreement.

Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to the party to whom the notice is directed at the address of such party set forth below or at such other address as a party may hereafter designate in writing to the other party:

If to AwareX:

AwareX Inc.

87 Summer St, 5th Floor,

Boston, MA 02110

Attn: {CFO}

If to Customer:   

<Customer Notices Address>

Attn.: { <Customer FOA representative> 

Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; or (b) one (1) day after posting when sent by registered private overnight carrier; or (c) five (5) days after posting when sent by registered mail. 

Complete Understanding.  This Agreement, including all Exhibits, constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, warranties and representations.