Welcome to the Statuo Claimants Settlement platform, owned and operated by Garretson, LLC
(“Statuo,” “We,” “Us,” or “Our”). The following Terms of Service, together with any documents
they expressly incorporate by reference (collectively, the “Agreement”), govern your access to
and use of the Statuo platform (“Platform”) located at app.statuo.com, including any associated
subdomains, content, functionality, and services offered on or through the Platform (“Services”).

THIS AGREEMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING
YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS,
AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THIS AGREEMENT REQUIRES THE USE OF MANDATORY ARBITRATION ON AN
INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR
CLASS ACTIONS. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO RESOLVE
ANY DISPUTE IN ANY WAY ARISING OUT OF OR RELATING TO THIS
AGREEMENT THROUGH BINDING ARBITRATION, UNLESS OTHERWISE
PROVIDED BELOW, AND YOU AGREE TO WAIVE YOUR RIGHTS TO
PARTICIPATE IN A CLASS ACTION SUIT.

By using the Platform, you accept, and agree to be bound and abide by, this Agreement and our
Privacy Notice (“Privacy Notice”), which is incorporated herein by reference. If you do not want
to accept this Agreement or the Privacy Notice, you must not access or use the Platform.
This Platform is offered and available to users who are 18 years of age or older. By using this
Platform, you represent and warrant that you are of legal age to and have the requisite capacity and
authority to form a binding contract with us. If you do not meet these requirements, you must not
access or use the Platform.

1. License.
1.1. License Grant. Subject to your compliance with all terms and conditions of the
Agreement, we grant you a worldwide, revocable, non-exclusive, non-sublicensable, and
non-transferable right to use the Platform and the Services during the Term of the
Agreement solely for the Permitted Purpose set forth hereunder. No implied licenses are
granted.
1.2. Use Restrictions. You shall only use the Services for settlement fund distribution,
including the management and facilitation of payments to settlement fund claimants, and
in accordance with the provisions in this Section (“Permitted Purpose”). Any purpose or
use not specifically authorized herein is prohibited unless we otherwise agree in writing.
Without limiting the foregoing and except as otherwise expressly set forth in this
Agreement, you shall not at any time, directly or indirectly:
1.2.1. license, sublicense, sell, resell, transfer, assign, disclose, distribute, or otherwise
commercially exploit or make the Services available to any third party in any way
without our prior written authorization;
1.2.2. disassemble, decompile, reverse engineer, or otherwise attempt to access or derive
source code or other trade secrets from the Platform and/or Services, or modify,
make derivative works based upon, copy, or otherwise use any ideas, features,
functions, or graphics of the Platform and/or Services in order to (a) build a similar
or competitive product or service or (b) build a product using similar features,
functions, or graphics of the Platform and/or Services;
1.2.3. modify, remove, or obstruct any proprietary rights statement or notice contained on
or in the Platform and/or Services;
1.2.4. access, probe, scan, or test the security or vulnerability of the Platform or related
datacenters, systems, or networks without our prior written authorization;
1.2.5. bypass, disable, or interfere with any security or access controls, session
management, or audit logs;
1.2.6. introduce malware or other harmful code and shall comply with any scanning
policies;
1.2.7. “crawl,” “scrape,” or “spider” the Platform or any portion thereof (including any
and all data contained therein) (through the use of manual or automated means);
1.2.8. engage in “deep-linking” or make use of data mining, robots, or similar scraping
and/or data gathering and extraction tools on the Platform;
1.2.9. download or copy database or account information for the benefit of another
business or any other unauthorized third party;
1.2.10. attempt to gain unauthorized access to the Platform and/or Services or its related
systems or networks;
1.2.11. use the Platform and/or Services in violation of this Agreement;
1.2.12. impersonate someone else, share passwords, or provide false identity information to
access or use the Platform and/or Services;
1.2.13. use the Platform and/or Services in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any intellectual property right or other right
of any person, or that violates any applicable law;
1.2.14. upload, store, or process unlawful, infringing, harassing, defamatory, obscene, or
discriminatory content or use the Platform for fraudulent or illegal activities;
1.2.15. cause unauthorized access to, or disruption, impairment, disablement, or
destruction of, the Platform, Platform content, or other data, information, or
materials associated with the Platform and/or Services;
1.2.16. sell, resell, license, sublicense, distribute, redistribute, rent, or lease any portion of
the Platform and/or Services without our prior written authorization;
1.2.17. use any content of the Platform and/or Services for the training of AI/Machine
Learning/Generative AI tools; or
1.2.18. use the Platform and/or Services in any way that interferes with the operation of the
Platform and/or Services or the enjoyment thereof by other users.
In addition, you are required to obtain and maintain any and all consents necessary to
permit us to process personal data of any individual on behalf of which you may be acting.

2. Account Access. In order to use the Platform, you will be required to create an account.
2.1. Requirements. In creating and maintaining such account, you agree to provide true,
accurate, current and complete information as prompted and to maintain and update such
information to ensure it continues to be true, accurate, current, and complete. We reserve
the right to suspend or terminate your account, in our sole and absolute discretion, if you
fail to provide or maintain true, accurate, current, and complete information in association
with your account or if we have reasonable grounds to suspect such information provided
is not true, accurate, current, or complete.
2.2. Access Credentials. We will provide, or provide the ability to create, unique access
credentials to you. Access credentials are personal to the individual to whom they are
issued and you agree not to share, transfer, or disclose them to any third party. You may
not use the account, credentials, username, or password of someone else at any time. You
must adhere to any credential hygiene policies.
2.3. Account Compromise. You shall immediately notify us of any suspected compromise,
unauthorized access, or misuse of access credentials or devices with access to the Platform
and fully cooperate in resolving such compromise as we may require. We may require re-
authentication, device posture checks, or additional security measures as a condition of
continued access at any time. You are fully responsible for all activity from or on your
account.

3. Ownership and Intellectual Property.
3.1. Our Intellectual Property. As between you and us, we and our licensors retain all right,
title, and interest in and to the Platform, Platform content, software, security tooling,
documentation, usage data, and any enhancements, modifications, or derivatives thereof.
3.2. Your Intellectual Property. You retain all right, title, and interest in and to all
information, files or other materials and content that you makes available to us in
connection with your use of the Platform and/or Services (“Your Data”). You grant to us
the necessary licenses and rights to Your Data solely as necessary for us to provide and
improve the Services. We will not use or access any of Your Data except as necessary to
provide and improve the Services. Notwithstanding the foregoing, we may (i) use,
reproduce, and disclose Your Data that is anonymized, de-identified, or is otherwise not
reasonably associated or linked to you or any other identifiable individual person or entity
(“Anonymized Data”) for any purpose consistent with our policies and applicable law;
and/or (ii) use, reproduce, and disclose Your Data solely as necessary for audit and
settlement fund administration in accordance with our Privacy Notice.
3.3. Platform Data. In the course of providing the Services, we may collect statistical data and
performance information, analytics, meta-data or similar information, generated through
instrumentation and logging systems, regarding the operation of the Platform and
Services, including your use of the Services (the “Platform Data”). Nothing in the
Agreement shall restrict our right to collect Platform Data or to use it for any internal
business purpose, including but not limited to security and quality assurance, provided
however, that (i) Platform Data will not include any of Your Data, and (ii) we will not
disclose Platform Data to any third party in a manner that allows such third party to
identify you, other than our employees, agents or service providers who are subject to
obligations of confidentiality with respect to such Platform Data.
3.4. Feedback. You may, from time to time, provide us with ideas, suggestions, feedback,
recommendations or improvements pertaining to the Platform and/or Services
(collectively, “Feedback”). You hereby grant us a non-exclusive, perpetual, irrevocable,
royalty-free license to use all Feedback for any purpose.

4. Confidential Information.
4.1. Confidential Information. “Confidential Information” means any nonpublic information
disclosed by one party to the other, directly or indirectly, that is designated as confidential
or that a reasonable person would understand to be confidential given the nature of the
information and the circumstances of disclosure, including Platform content, security
architecture, access keys, logs, technical and business information, and this Agreement’s
terms. The receiving party shall not disclose the disclosing party’s Confidential
Information to any person or entity and shall: use Confidential Information solely for the
Permitted Purpose; protect it using at least reasonable care and no less than industry-
standard security; and disclose it, if applicable, only to its authorized users, employees, or
contractors with a need to know and subject to confidentiality obligations at least as
protective as those herein.
4.2. Exceptions. The foregoing obligations do not apply to information that is or becomes
public through no breach, was known to the receiving party without confidentiality
obligations, was independently developed without use of the disclosing party’s
Confidential Information, or is required to be disclosed by law, provided the receiving
party gives prompt notice and cooperates to seek protective treatment.
4.3. Misuse or Compelled Disclosure. Either party shall promptly notify the other party of
any misuse or misappropriation of Confidential Information that comes to its attention.
Notwithstanding the foregoing, each party may disclose Confidential Information to the
limited extent required 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 any such disclosure shall first have given written notice to the other party and
reasonably cooperate in any effort to seek a protective order or otherwise to contest such
required disclosure.
4.4. Injunctive Relief. The parties acknowledge that disclosure or use of the other party’s
Confidential Information in violation of the Agreement may cause irreparable harm to the
disclosing party for which monetary damages may be an inadequate remedy and difficult
to ascertain. Each party agrees that the disclosing party will have the right to seek
injunctive or other equitable relief for any violation of the confidentiality provisions of the
Agreement by the receiving party (without the necessity of posting bond or showing
monetary damages), in addition to any other rights and remedies that the disclosing party
may have.

5. Representations and Warranties; Disclaimers.
5.1. Each party represents and warrants that it has the authority to enter into, execute, and
perform its obligations under this Agreement.
5.2. You represent and warrant that your access and use will comply with applicable laws; that
it is not subject to embargo or sanctions prohibiting access; and that Your Data and use do
not infringe third-party rights or contain malware.
5.3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO WARRANTY
OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY,
OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES,
WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED
WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM
COURSE OF DEALING, USAGE, OR TRADE PRACTICE, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND
THAT THE PLATFORM AND THE SERVICES, OR ANY PRODUCTS OR RESULTS
OF ITS USE, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS,
OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE
COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER
SERVICES, OR BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, FREE
OF HARMFUL CODE, OR ERROR FREE, OR THAT ALL VULNERABILITIES
WILL BE DETECTED OR REMEDIATED.

6. Indemnification.
6.1. Indemnification by Us. We shall indemnify, defend, and hold you harmless from and
against any and all losses, damages, liabilities, or costs (including reasonable attorneys’
fees) (“Losses”) you incur, resulting from any third-party demand, claim, suit, action, or
proceeding alleging that your permitted use of the Platform and/or Services infringes or
misappropriates such third party’s US intellectual property rights/US patents, copyrights,
or trade secrets, provided that you promptly notify us in writing of the claim, cooperate
with us, and allow us sole authority to control the defense and settlement of such claim.
6.1.1. If such a claim is made or appears possible, you agree to permit us, at our sole
discretion, to (i) modify or replace any such infringing part or feature of the
Platform or Services to make it non-infringing, or (ii) obtain rights to continue use.
If we determine that none of these alternatives are reasonably available, we may
terminate the Agreement in its entirety or with respect to the affected part or feature
of the Services, effective immediately on written notice to you.
6.1.2. This Section 6.1 will not apply to the extent that the alleged infringement arises
from (i) use of the Platform or Services in combination with data, software,
hardware, equipment, or technology not provided or authorized by us in writing or
(ii) your violation of Section 1.2 of this Agreement.
6.2. Indemnification by You. You shall indemnify, defend, and hold us harmless from and
against any Losses resulting from any demand, claim, suit, action, or proceeding based on:
(i) your negligence or willful misconduct or any fraudulent act or omission; (ii) the use of
the Platform and/or Services in a manner not authorized by this Agreement; (iii) your
breach of this Agreement; or (iv) your violation of applicable law.
6.3. Indemnification Conditions. The parties’ obligations under this Section 6 are contingent
upon the indemnified party giving prompt written notice to the indemnifying party of any
claim subject to indemnification and giving the indemnifying party sole control of the
defense or settlement of the claim. The indemnifying party shall not settle or consent to an
adverse judgment in any such claim that adversely affects the rights or interests of the
indemnified party or imposes additional obligations on the indemnified party, without the
prior express written consent of the indemnified party.
6.4. Sole Remedy. SECTION 6 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE
LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR
ALLEGED CLAIMS THAT THE PLATFORM OR SERVICES INFRINGE,
MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL
PROPERTY RIGHTS OF ANY THIRD PARTY.

7. Limitations of Liability.
7.1. IN NO EVENT WILL WE 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 (i) CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (ii)
INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS,
PRODUCTION, REVENUES, OR PROFITS, (iii) LOSS OF GOODWILL OR
REPUTATION, (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR
RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR
(v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE
REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
OTHERWISE FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE
LIABILITY 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
TEN THOUSAND DOLLARS ($10,000). THE FOREGOING LIMITATION APPLIES
EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR
ESSENTIAL PURPOSE.

8. Term and Termination.
8.1. Term. This Agreement is effective as of the earlier of the date you first accept this
Agreement or first access the Platform or Services (the “Effective Date”).
8.2. Termination. We may terminate this Agreement immediately upon notice for security
violations, unlawful or unauthorized use, abuse of the Platform and/or Services, or use that
poses an immediate risk to the Platform and/or Services, and upon thirty (30) days prior
written notice and the opportunity to cure any other breach by you of this Agreement.
8.3. Effect of Termination. Upon termination, your license for access to and use of the
Platform and Services will terminate and you shall immediately cease all access and use,
and return or securely destroy all Confidential Information and any permitted local copies,
certifying destruction upon request. We shall have no further obligation to provide access
to the Platform or Services and shall delete Your Data in accordance with our record
retention policy, except where we are required to retain copies under applicable law or
other legal requirement. Unless otherwise required by applicable law, we have no
obligation to make Your Data available to you after the expiration or termination of this
Agreement. You are solely responsible for ensuring that you have copies of all of Your
Data.
8.4. Survival. Sections that by their nature should survive termination shall survive, including,
without limitation, Sections 3, 4, 5.2, 5.3, 6, 7, 8.3, 9, and 13.

9. Privacy and Data Protection. Each party shall comply with applicable data protection laws
with respect to personal data processed in the Platform or through the Services. Cross-border
transfers, if any, will be subject to appropriate safeguards as required by applicable law. You
acknowledge that we may monitor user activity logs for security, compliance, and service
improvement, subject to privacy safeguards and applicable law. You shall ensure that any
personal data you introduce is accurate, necessary for the Permitted Purpose, subject to all
required consents, and retained only as permitted.

10. Security Obligations. We implement and maintain technical and organizational measures
appropriate to the risk, which may include encryption in transit and at rest, multi-factor
authentication, network segmentation, logging and monitoring, access controls following least
privilege, periodic penetration testing, and incident response. You shall maintain secure
endpoints used to access the Platform. You shall promptly notify us of any suspected
compromise, credential exposure, or device loss and cooperate with our mitigation efforts,
including re-issuing credentials or revoking access.

11. Audit, Monitoring, and Compliance. We may monitor the Platform, including user activity
and logs, to enforce this Agreement, ensure security and privacy of personal data, and improve
performance. We may conduct audits of your access and use for compliance with this
Agreement, and you shall reasonably cooperate. Monitoring and analytics may be used in de-
identified or aggregated form to improve and secure the Platform and Services.

12. Platform Access. We may immediately suspend access to the Platform and/or Services, in
whole or in part, if we reasonably determine suspension is necessary to prevent or mitigate a
security incident, comply with law, or address your material breach. We may perform
scheduled and emergency maintenance and will use commercially reasonable efforts to
minimize disruption. We may modify features or functionality, provided the Platform’s overall
security posture is not degraded. We have no obligation to make the Platform or Services
available.

13. Miscellaneous.
13.1. Governing Law. This Agreement and any dispute arising out of or relating hereto
shall be governed by the laws of the State of Ohio, without regard to its conflict-of-laws
rules.
13.2. Dispute Resolution; Arbitration; Class Action Waiver.
13.2.1. Any dispute, claim or controversy among the parties arising out of or relating to this
Agreement, the Platform, or the Services (“Dispute”) shall be finally resolved by
and through binding arbitration in accordance with the Federal Arbitration Act to
the exclusion of any other federal, state or municipal law of arbitration. Both the
foregoing agreement of the parties to arbitrate any and all Disputes, and the results,
determinations, findings, judgments and/or awards rendered through any such
arbitration, shall be final and binding on the parties and may be specifically
enforced by legal proceedings in any court of competent jurisdiction.
13.2.2. For any Dispute, the place of arbitration shall be in Hamilton County, Ohio.
13.2.3. The cost of the arbitration proceeding, including, without limitation, each party’s
attorneys’ fees and costs, shall be borne by the unsuccessful party or, at the
discretion of the arbitrator(s), may be prorated between the parties in such
proportion as the arbitrator(s) determine to be equitable and shall be awarded as part
of the award.
13.2.4. RESTRICTIONS ON ARBITRATION: ALL DISPUTES, REGARDLESS OF
THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE ARBITRATED
ON AN INDIVIDUAL BASIS. ANY DISPUTES YOU MAY HAVE AGAINST
US, OUR AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE
PROVIDERS, AND OUR AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS,
SUPPLIERS, SUCCESSORS, AND ASSIGNS, SHALL BE BIFURCATED AND
ARBITRATED AGAINST THEM INDIVIDUALLY. YOU ARE WAIVING
YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, AND TO
CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE
AVAILABLE IN A LAWSUIT. THE PARTIES AGREE THAT THE
ARBITRATOR(S) HAVE NO AUTHORITY TO ORDER CONSOLIDATION
OR CLASS ARBITRATION OR TO CONDUCT CLASS-WIDE ARBITRATION
PROCEEDINGS, AND ARE ONLY AUTHORIZED TO RESOLVE THE
INDIVIDUAL DISPUTES BETWEEN THE PARTIES AND THEIR
RESPECTIVE AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE
PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS,
SUCCESSORS AND ASSIGNS. FURTHER, YOU WILL NOT HAVE THE
RIGHT TO CONSOLIDATION OR JOINDER OF INDIVIDUAL DISPUTES OR
ARBITRATIONS, TO HAVE ANY DISPUTE ARBITRATED ON A CLASS
ACTION BASIS, OR TO PARTICIPATE IN A REPRESENTATIVE CAPACITY
OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM
SUBJECT TO ARBITRATION.
13.2.5. THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING
WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE
ARBITRATION, IF CHALLENGED, ARE TO BE DETERMINED SOLELY
AND EXCLUSIVELY BY THE STATE AND FEDERAL COURTS LOCATED
IN HAMILTON COUNTY, OHIO. THE PARTIES CONSENT TO PERSONAL
JURISDICTION IN SUCH COURTS, WAIVING ANY OBJECTION BASED
ON FORUM NON CONVENIENS OR IMPROPER VENUE.
13.2.6. WITHOUT OUR WAIVING THE RIGHT TO APPEAL SUCH DECISION,
SHOULD ANY PORTION OF THIS SECTION BE STRICKEN FROM THIS
AGREEMENT OR DEEMED OTHERWISE INVALID OR
UNENFORCEABLE, THEN THIS ENTIRE SECTION (OTHER THAN THIS
SENTENCE) SHALL BE STRICKEN FROM THIS AGREEMENT AND
INAPPLICABLE, AND ANY AND ALL DISPUTES SHALL PROCEED IN THE
STATE AND FEDERAL COURTS LOCATED IN HAMILTON COUNTY,
OHIO AND BE DECIDED BY A JUDGE, SITTING WITHOUT A JURY,
ACCORDING TO APPLICABLE COURT RULES AND PROCEDURES, AND
NOT AS A CLASS ACTION LAWSUIT.
13.3. Export Controls and Sanctions. You shall comply with all applicable export
control, sanctions, and anti-boycott laws. You represent that you are not located in,
organized under the laws of, or ordinarily resident in any embargoed or sanctioned
jurisdiction and are not a prohibited party. You shall not export, re-export, transfer, or
provide access to the Platform or Services contrary to such laws and shall obtain any
required authorizations.
13.4. Notices. Notices under this Agreement shall be in writing and deemed given when
delivered: (a) by email with confirmation of receipt to the parties’ designated notice
emails; (b) by nationally recognized overnight courier to a party’s designated address; or
(c) through the Platform’s administrative portal for operational notices. Each party may
update its notice information by written notice to the other.
13.5. Modifications. We may modify this Agreement upon prior notice through the
Platform or by email. Material modifications that adversely affect your rights or
obligations will require your consent or, if consent is not provided, we may suspend your
access to and use of the Platform and/or Services. Where permitted by law, continued use
after the effective date of changes constitutes acceptance of the modified Agreement.
13.6. Assignment. You may not assign or transfer any of your rights or delegate any of
your obligations in the Agreement, in each case whether voluntarily, involuntarily, by
operation of law, or otherwise, without our prior written consent, which consent shall not
be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or
delegation in violation of this Section is null and void. No assignment, transfer, 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.
13.7. Force Majeure. We shall not be liable for failure or delay in performance to the
extent caused by circumstances beyond our reasonable control, including acts of God,
natural disasters, war, terrorism, civil unrest, labor disputes, failures of utilities or third-
party networks, pandemics, public health emergencies, or government actions, provided
we use reasonable efforts to mitigate and resume performance as soon as practicable.
13.8. Entire Agreement; Order of Precedence. This Agreement constitutes the entire
agreement between the parties with respect to its subject matter and supersedes all prior or
contemporaneous agreements or communications.
13.9. Independent Contractors. The parties are independent contractors. This
Agreement does not create a partnership, joint venture, employment, or agency
relationship, and neither party has authority to bind the other.
13.10. Severability; Waiver. If any provision of this Agreement is held invalid or
unenforceable, it shall be enforced to the maximum extent permissible, and the remaining
provisions shall remain in full force and effect. No waiver of any provision or breach shall
be deemed a continuing waiver unless expressly stated in a writing signed by the waiving
party.
13.11. Headings; Interpretation. Headings are for convenience only and shall not affect
interpretation. “Including” means “including without limitation.” The Agreement shall not
be construed against the drafter.
13.12. Electronic Signatures; Counterparts. This Agreement may be executed
electronically and in counterparts, each of which is deemed an original and all of which
together constitute one and the same instrument.