INCLUSIVV

Content License Agreement

            This Content License Agreement (this “Agreement”) is made by and between Civic Dinners, Inc. d/b/a Inclusivv, a Delaware public benefit corporation (“Inclusivv”) and the customer organization set forth on the signature page hereof (the “Customer”). The Agreement expressly incorporates the initial Order, which is attached hereto, and any subsequent Order issued in connection herewith. Inclusivv and the Customer may be referred to herein, individually, as a “Party”, and collectively, as the “Parties”.

1. Definitions. In addition to the terms otherwise defined in this Agreement or an Order, the following terms have the definitions below:

“Additional Services” means services offered by Inclusivv that are different in scope to the Services, and which are provided in addition thereto, for separate consideration.

“Conversations” means content, writings, and works of authorship that are provided by Inclusivv in connection with the Services and that are purposefully designed to begin, facilitate, and curate group conversations among Users.

“Conversation Availability Date” means the date on which a specific Conversation becomes available to the Customer for its use, as indicated in the applicable Order.

“Conversation Term” means the period of time during which a specific Conversation is available for the Customer’s use, as indicated in the applicable Order.

“Customer” has the meaning set forth in the preamble.

            “Derivative Works” means any suggestions, contributions, enhancements, improvements, additions, modifications, of or to the Conversations or Materials, or to any Intellectual Property Rights contained therein.

“Effective Date” means the date on which the Agreement commences, as indicated in the first Order.

“Initial Term” means the first term of this Agreement, as indicated in the first Order.

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) semiconductor chips, mask works and the like; and (g) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction throughout in any part of the world.

            “Marks” means service marks, trademarks, trade names, logos, and any modifications to the foregoing.

“Materials” means all data, images, documentation, audio, video, audiovisual content, artistic works, writings in any media, and any other content provided by Inclusivv to the Customer in connection with Conversations under this Agreement.

“Order” means the ordering document in the form of an order form, specifying the Services to be provided by Inclusivv to the Customer, including any addenda and supplements thereto, and the material terms related thereto. An Order may be a web form hosted by Inclusivv that is accepted by the Customer through its agents.

“Renewal Term” means each term of the Agreement following the completion of the Initial Term, as indicated in the first Order.

“Services” means all services provided by Inclusivv to the Customer under this Agreement including but not limited to access to, and use of, the Conversations and Materials, as are more specifically described in an Order.

“Term” means, collectively, the Initial Term, and each Renewal Term.

“Territory” means the specific geographic area, if applicable, in which the Customer may use the Services. The Territory is set forth in the Order.

“Users” means all of the Customer’s officers, employees, agents, and representatives who are natural persons and who are expressly authorized by the Customer to access and use the Services.

2. General.

            2.1       Inclusivv. Inclusivv brings people together to have conversations that matter. With the help of its Services, and more particularly its proprietary Conversations and Materials, Inclusivv creates powerful dialogs that inspire positive social change and helps people organize and take action together.

            2.2       Services. During the Term, the Customer will have the option to purchase a subscription to the Services pursuant to one or more Orders that it enters into with Inclusivv. As part of the Services selected and purchased, the Customer and its Users will have access to one or more Conversations, as set forth in the applicable Order, together with any Materials. The Customer and its Users shall have access to each Conversation that it elects to purchase beginning on the Conversation Availability Date through the duration of the corresponding Conversation Term.

            2.3       Grant of Licenses to Conversations & Materials. Subject to and conditioned upon the Customer’s compliance with all terms and conditions set forth in this Agreement, Inclusivv hereby grants to the Customer a non-exclusive, non-sublicensable, non-assignable (except as set forth in Section 12.7), non-transferable, revocable, limited license (the “Content License”) to access and use the Conversations and Materials solely: (a) as part of the Customer’s subscription to the Services; (b) for use with its Users; (c) in the Territory, if and as set forth in the Order; and (d) for the shorter of the Term of this Agreement or the specific Conversation Term applicable to the specific Conversation and Materials, as set forth in the Order.

            2.4       Use Restrictions. The Customers shall not, and shall ensure that its Users do not, directly or indirectly: (a) access or use (including making any copies of) the Conversations or Materials beyond the scope of any license granted hereunder; (b) provide any person who is not a User with access to or use of the Conversations or Materials; (c) copy, adapt, or otherwise create derivative works or improvements, whether or not copyrightable, of the Conversations or Materials or any part thereof; (d) utilize the Conversations or Materials, or any portion thereof (or guide, instruct, or train any person, including any third party to design or create) any product or service that is substantially similar to the Conversations or Materials or that competes with the Services; (e) remove, delete, alter, or obscure any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Conversations or Materials, including any copy thereof; or (f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Conversations or Materials, to any third party for any reason, without the express, written consent of Inclusivv.

2.5       Third Party Materials. The Conversations and Materials may include, incorporate, utilize, or work with software, tools, applications, content, data, or other materials, including related documentation (“Third Party Materials”), that are owned by one or more third parties (“Third Party Licensors”). Such Third Party Materials may be provided to the Customer under terms that are different from, or that are in addition to, this Agreement (“Third Party Agreements”). The Customer will be provided with the opportunity to review such Third Party Agreements, and it must accept the terms thereof before utilizing the corresponding Third Party Materials. If the Customer elects not to accept certain Third Party Agreements, the Customer acknowledges that it may not have access to the corresponding Third Party Materials, which may impact the Customer’s and Users’ access to the Services. The Customer acknowledges and agrees that any Third Party Agreements it accepts are between it and the corresponding Third Party Licensors, and Inclusivv is not a party to any such Third Party Agreements (unless Inclusivv is a signatory and enters into the same in writing). Inclusivv is not responsible for any Third Party Materials provided by Third Party Licensors, and expressly disclaims any and all liabilities that may arise in connection therewith.

2.6       Additional Services. Inclusivv may offer and make available to the Customer certain Additional Services, which may include, for example, additional Conversations not currently offered by Inclusivv, or assistance with live facilitation services for in-person and/or virtual events. The scope, schedule, delivery, and fees for Additional Services will be as set forth in the applicable Order(s). The Customer must have an active subscription to the Services in order to access the Additional Services.

            2.7       Development of Conversations. Inclusivv may make available to the Customer the option to develop new and unique Conversations that are not otherwise offered by Inclusivv as part of the Services (“New Conversations”). The specific terms and specifications for New Conversations, including, for example, topics, structure, timing, and fees, shall be set forth in the corresponding Order. If the Parties agree to develop New Conversations, Inclusivv will collaborate with the Customer to create such New Conversations by combining Customer ideas and feedback with Inclusivv’ proprietary process and insight. The Parties acknowledge that the Inclusivv’ unique insight, experience, and its proprietary process for developing Conversations is an integral part of the creation of each New Conversation. Accordingly, each New Conversation shall be deemed to be a Conversation for the purposes of, and as defined in, this Agreement and Inclusivv shall have the right, title, and interest in and to all such New Conversations developed hereunder.

            2.8       Facilitation Services.

            (a)        If Facilitation Services are made available to the Customer, and upon entry by the Parties into one or more applicable Order(s), Inclusivv will provide facilitation personnel (each, a “Facilitator”) to lead one or more of the Customer’s Conversation Events, as set forth in one or more Orders. The specific number of Facilitators, Conversation Events at which Facilitators are needed, dates, times, and fees, shall be set forth in the corresponding Order.

            (b)        In the event that the Parties agree that Inclusivv will provide certain Facilitation Services on-site, Inclusivv may request that the Customer provide Inclusivv with safety policies and procedures applicable to the venue where each corresponding Conversation Event shall be held. The Customer shall ensure that such safety policies and procedures are followed at each venue and each Conversation Event and that the Facilitator is generally provided a safe working environment. If Inclusivv or a Facilitator reasonably believe that attending a Conversation Event or continuing the provision of Facilitation Services may place such Facilitator’s personal health or safety at risk, the Facilitator or Inclusivv may immediately terminate such Facilitation Services. Inclusivv shall not be liable to the Customer if Facilitation Services are terminated for reasons of risk to personal health or safety.

            (c)        Unless otherwise specified in an Order, Facilitators are independent contractors of Inclusivv. While Inclusivv takes reasonable measures to recruit and train Facilitators, Inclusivv does not provide any representations or warranties as to the education, skills, or abilities of any individual Facilitator.

3. Customer Obligations.

            3.1       Technical Requirements. Inclusivv may provide Customer with a portal or website through which the Customer may download or access the Conversations and Materials. The Customer must have the required equipment, software, and Internet access to be able to use the Services. Acquiring, installing, maintaining and operating equipment, and Internet access is solely the Customer’s responsibility, except as otherwise expressly provided in an Order.

            3.2       Use of the Services.

            (a)        The Customer shall not, and shall not knowingly permit others, in using the Services to: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or Inclusivv, or interfere with another party’s use of the Services; (ii) publish, ship, distribute or disseminate any harmful, infringing, obscene, fraudulent, tortious, or unlawful material or information (including any unsolicited commercial communications); (iii) misrepresent, or in any other way falsely identify, Customer’s identity or affiliation, including through impersonation or altering any technical information in communications using the Services; (iv) knowingly transmit or upload any material through the Services containing viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Inclusivv’, or any other person’s or entity’s, network, computer system, or other equipment; (v) interfere with or disrupt the Services or the Inclusivv networks or servers or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Services; (vi) attempt to gain unauthorized access to the Services, other Inclusivv customers’ computer systems or networks using the Services through any means; (vii) copy, modify, distribute, or create derivative works or improvements of the Services; (viii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (ix) bypass or breach any security device or protection used by the Services or access or use the Services other than through the use of then valid access credentials; (x) remove, delete, alter or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent or other Intellectual Property Rights notices from any Services; or (xi) access or use the Services for purposes of the development, provision or use of a competing service or product.

            (b)        Inclusivv has no obligation to monitor the Customer’s use of the Services; however, Inclusivv reserves the right, upon confirmation of material non-compliance with the terms of the Agreement, to monitor such use, and to review, retain and disclose any information as necessary to ensure compliance with the terms of the Agreement, and to satisfy or cooperate with any applicable law, regulation, legal process or governmental request.

            3.3       Responsibility for Users. The Customer is responsible and liable for all actions and failures to take requisite actions with respect to the Services (including without limitation, the Conversations and Materials) by its Users or by any other party to whom the Customer or a User may provide access, whether such access or use is permitted by or in violation of this Agreement

            3.4       Compliance with Law. Both Parties represent and warrant that they will observe and Customer with all applicable laws in connection with their performance under this Agreement.

4. Intellectual Property Rights.

            4.1       Inclusivv Intellectual Property. All title, ownership rights, and Intellectual Property Rights in and to the Services, including without limitation, Conversations (including all New Conversations) and Materials, all Inclusivv Marks, and all Derivative Works of the foregoing, are and will remain owned by Inclusivv or its licensors (if and as applicable). The Customer acknowledges that the Conversations (including all New Conversations) and Materials are and shall remain proprietary information of Inclusivv. The Customer’s right to use the Services is limited to the rights expressly granted in this Agreement and the applicable Order(s). All rights not expressly granted to the Customer are reserved and retained by Inclusivv and its licensors.

            4.2       Safeguard of Inclusivv Intellectual Property Rights. The Customer acknowledges that Inclusivv has expended considerable effort in the development of the Services, including Conversations, Materials, and all Intellectual Property Rights associated therewith and contained therein. Accordingly, the Customer shall (and shall ensure that its Customer Users) safeguard access to the Conversations and Materials with the same level of care with which it safeguards its own valuable proprietary information and property from misappropriation, theft, misuse, or unauthorized access, but in any event, not less than a commercially reasonable standard of care to safeguard.

            4.3       No Sale or Transfer of Intellectual Property Rights. The Customer acknowledges and agrees that the Conversations (including all New Conversations) and Materials to which it receives access in connection with the Services are provided under license, and are not sold, assigned, or transferred to the Customer. Inclusivv expressly reserves and shall retain its entire right, title, and interest in and to the Conversations and Materials, all Intellectual Property Rights arising out of or relating thereto, and all improvements and Derivative Works thereof. The Customer does not acquire any rights or interests in or to the Conversations (including any New Conversations), Materials, or any of their components by virtue of this Agreement, other than to use the same for the duration of the applicable Conversation Term(s), in accordance with the license granted by this Agreement, and subject to all terms, conditions, and restrictions hereof.

            4.4       Feedback. From time to time the Customer and/or its Customer Users may provide to Inclusivv certain information, suggestions, corrections, or other feedback in connection with the Services, Conversations (including New Conversations), or Materials (the “Feedback”). All Feedback shall be the sole and exclusive property of Inclusivv, who shall be the sole and exclusive owner of all the right, title, and interest thereto and all Intellectual Property Rights in connection therewith. The Customer hereby assigns (and shall ensure that its Customer Users assign) to Inclusivv any and all rights that the Customer may have or acquire in such Feedback.

            4.5       Copyrights. The Customer acknowledges Inclusivv’ exclusive rights in and to the Conversations, Materials, and all components thereof and, further, acknowledges that the Conversations, Materials, and the copyrights to them are unique and original to Inclusivv. Further, the Parties acknowledge and agree that, even if Conversations, Materials, or any portions thereof are not copyrightable by law, the parties agree to treat all such items as if they are copyrightable under U.S. law, with Inclusivv or its licensors (if and as applicable) hold all right, title, and interest to such copyrights. The Customer shall not, at any time during or after the Term of this Agreement, dispute, challenge, or contest, directly or indirectly, Inclusivv or its licensors exclusive right, title, and interest in and to the Conversations, Materials, and all components thereof and/or the copyrights or the validity thereof. Each Party agrees that Inclusivv will have the right to seek and receive injunctive or other equitable relief for any violation of this Section by the Customer, in addition to any other rights and remedies that Inclusivv may have at law.

            4.6       Customer Intellectual Property. The Customer shall retain ownership of its own Intellectual Property Rights that it develops or acquires independently outside of the scope of this Agreement, and nothing in this Agreement shall assign any ownership of the Customer’s Intellectual Property Rights to Inclusivv.

5. Payment of Fees.

5.1       Conversations Fees. The specific fees for access to and the use of Conversations and Materials (the “Conversations Fees”) associated therewith are set forth in the applicable Order. Unless otherwise specified on the applicable Order, all Conversations Fees are due and payable in full for each Conversation Term, in advance, at the beginning of such Conversation Term.

            5.2       Payment. Unless otherwise expressly set forth in an Order, each Inclusivv invoice will be due and payable within fifteen (15) days after receipt by the Customer, except for any amounts subject to a bona fide dispute by the Customer. The Customer agrees to notify Inclusivv within fifteen (15) days after receipt of an invoice if there are any disputed amounts. The Parties will endeavor in good faith to resolve any dispute within fifteen (15) days of the date of notice of such dispute. All undisputed amounts past due in excess of fifteen (15) days will be charged a fee of 1.5% of the outstanding balance per month, or the highest amount allowed by law, whichever is lower.

5.3       Changes to Fees. The Customer acknowledges and agrees that Inclusivv may adjust the rates of the Conversations Fees and Additional Conversations Fees (collectively, the “Fees”) from time to time, with advance notice to the Customer. Notwithstanding the foregoing, Inclusivv shall (a) not increase the Fees for any Conversations during the corresponding Conversation Term then in effect; and (b) not increase the Additional Conversations Fees during the project to which such Additional Conversations Fees apply.

            5.4       Taxes. The Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order. If Inclusivv has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section, Inclusivv will invoice the Customer and the Customer will pay that amount (unless the Customer provides Inclusivv with a valid tax exemption certificate authorized by the appropriate taxing authority). Inclusivv is solely responsible for taxes assessable against Inclusivv based on its income, property, and employees.

            5.5       Suspension of Service and Acceleration. If any amount owing by the Customer under this or any other Agreement with Inclusivv that is not subject to a good faith dispute is thirty (30) or more days overdue, Inclusivv may, without limiting its other rights and remedies, accelerate the Customer’s unpaid fee obligations under such Order so that all such obligations become immediately due and payable, and suspend any and all services until such amounts are paid in full. The Customer will continue to be charged applicable Fees during any period of suspension. If the Customer or Inclusivv initiates termination of this Agreement, the Customer will be obligated to pay the balance due on the Customer’s account.

6. Non-Disclosure; Confidentiality.

            6.1       Disclosure. Each Party may disclose to the other Party certain Confidential Information of such Party or of such Party’s associated companies, distributors, licensors, suppliers, or customers. For purposes of this Agreement, “Confidential Information” means information, that is of value to its owner and is treated as confidential (including all information which is subject to treatment as a ‘trade secret’ under applicable law); the “Disclosing Party” refers to the Party disclosing Confidential Information hereunder, whether such disclosure is directly from the Disclosing Party or through the Disclosing Party’s employees or agents; and “Recipient” refers to the Party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents.

            6.2       Requirement of Confidentiality.

            (a)        The Recipient agrees to hold all Confidential Information disclosed to the Recipient by the Disclosing Party in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Confidential Information disclosed by the Disclosing Party to any third party, or utilize the Confidential Information disclosed by the Disclosing Party for any purpose whatsoever other than as expressly contemplated by the Agreement.

            (b)        The Customer acknowledges that the Services, as well as all pricing aspects of Orders issued in connection with this Agreement, are the Confidential Information of Inclusivv. Inclusivv acknowledges that all data input by the Customer or Users into the Services is the Confidential Information of the Customer.

            (c)        With regard to all Confidential Information, the obligations in this Section shall continue for the Term of the Agreement and for a period of three (3) years thereafter; provided, however, that, with respect to any Confidential Information which is a trade secret under applicable law, the obligations shall continue in perpetuity for so long as such information is considered a trade secret.

            (d)        The foregoing obligations shall not apply if and to the extent that: (i) the Recipient establishes that the information communicated was publicly known at the time of the Recipient’s receipt or has become publicly known other than by a breach of this Agreement; (ii) prior to disclosure hereunder was already in the Recipient’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to any disclosure hereunder, the information is obtained by the Recipient on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the Recipient without any use of any of the Confidential Information as evidenced by appropriate documentation. Notwithstanding anything to the contrary herein, if the Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Confidential Information, then the Recipient may disclose the requested Confidential Information; provided however, that, the Recipient shall first notify the Disclosing Party prior to disclosure, if allowed by law, in order to give the Disclosing Party a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms of this Agreement and shall disclose only that part of the Confidential Information which the Recipient is required to disclose.

            6.3       Protection of Confidential Information. The Recipient will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, and, in any event not less than a reasonable degree of care under the circumstances. Except as otherwise provided herein, the Parties shall only use Confidential Information to the extent required for the proper use and delivery of the Services.

            6.4       Return of Materials. Upon the request of the Disclosing Party or upon the expiration or termination of the Agreement, the Recipient shall promptly destroy or deliver to the Disclosing Party its Confidential Information and any notes, extracts or other reproductions in whole or in part relating thereto, without retaining any copy thereof. Notwithstanding the foregoing, the Recipient shall be permitted to retain such copies of Confidential Information as may be reasonably necessary for legal or recordkeeping purposes, including such copies as are embedded in the automated backup of electronic data processing systems.

            6.5       Equitable Remedies. 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 Recipient, in addition to any other rights and remedies that the Disclosing Party may have at law.

7. Term and Termination.

            7.1       Initial Term. The Agreement shall commence on the Effective Date indicated on the first executed Order between the Parties. The Agreement shall continue through the Initial Term indicated on the first Order and through any Renewal Terms (if any), defined and indicated on the first Order or amendments to the first Order, or any successive Order executed between the Parties. Except as otherwise specified in an Order, the Agreement will automatically renew for additional periods equal to the expiring Term, unless either Party gives notice of non-renewal at least sixty (60) days before the end of the then expiring Term. Unless earlier terminated as provided herein, this Agreement shall continue in full force and effect until the termination or expiration of the Initial Term or last Renewal Term in effect (the “Term”).

            7.2       Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, the Parties shall have the right to terminate the Agreement as provided below:

            (a)        By either Party if the other Party commits a material breach of this Agreement and such breach remains uncured thirty (30) days after written notice of such breach is delivered to such other Party;

            (b)        By either Party if the other Party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor’s moratorium or similar laws;

            (c)        By Inclusivv if any amounts hereunder which are due and owing and not reasonably in dispute remain unpaid for more than fifteen (15) days following written notice of such unpaid amounts being delivered to the Customer; or

            (d)        By either Party, upon notice, in the event of any documented verbal or written abuse (including threats of abuse or retribution) by any employee, officer, agent, or representative of the other Party that is directed toward any employee, officer, agent, or representative of such Party; provided that prior notice and a reasonable opportunity to address and reasonably remediate the same shall be provided before any such termination notice may be served effectively hereunder.

7.3       Effect. Upon expiration or termination of this Agreement for any reason, all rights and licenses granted by Inclusivv hereunder to the Customer will immediately cease, and the Customer shall cease the use of the Services, the Conversations, and the Materials. The customer shall promptly return and delete any of the foregoing in its possession to Inclusivv and provide a certification of such destruction or deletion to Inclusivv. Upon any expiration or termination of this Agreement, Inclusivv shall make the Customer’s information reasonably available to it for a period of thirty (30) days. Upon any duly effected termination of this Agreement by the Customer pursuant to Section 7.2(a), (b), or (d), Inclusivv shall promptly refund any pre-paid but unearned fees to the Customer. Upon any duly effected termination of this Agreement by Inclusivv, pursuant to Section 7.2, all Fees subject to a payment plan that have not yet been paid by the Customer shall automatically accelerate and become due and payable in full on the date of termination.

7.4       Survival. Termination of this Agreement or any schedule or Order will not affect the provisions regarding each Party’s treatment of Confidential Information, treatment of Intellectual Property Rights, provisions relating to payments of Fees due, indemnification provisions, the provisions of Section 9, and provisions limiting or disclaiming a Party’s liability, all of which shall expressly survive such termination. Further, any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration hereof, will survive any such termination or expiration of this Agreement.

8. Representations and Warranties; Disclaimer.

            8.1       Mutual Representations and Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement, and each Party shall comply with all applicable federal, state and local laws, rules, and regulations when performing its obligations under this Agreement

            8.2       Inclusivv Representations and Warranties. Inclusivv represents and warrants that: (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and (ii) it has all rights, licenses, consents, and authorizations necessary to grant the rights and licenses granted in this Agreement. The Customer’s sole and exclusive remedy and Inclusivv’ sole obligation for a breach of the warranties in this Section 8.2 will be the correction or re-performance of the nonconforming Service by Inclusivv. If, after reasonable efforts, neither remedy is commercially available, Inclusivv may cancel this Agreement and refund to the Customer a pro-rata portion of the Fees (i.e., all Fees that have been paid but not used by the Customer from the date of notice by the Customer of such breach).

            8.3       Customer Representations and Warranties. The Customer represents and warrants that it is the owner of the computer or mobile device onto which the Customer and/or its Users have downloaded and installed the Conversations and Materials, or the owner of the computer or mobile device has authorized the Customer and/or its Users to do so.

            8.4       Disclaimer.

            (a)        OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER INCLUSIVV, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO THE CUSTOMER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES OR OTHERWISE REGARDING THE AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, AND ANY ADDITIONAL SERVICES ARE PROVIDED TO THE CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY.

            (b)        WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE TIMELY, ERROR-FREE OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, THAT THE SYSTEM THAT MAKES THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED OR RECOMMENDED BY INCLUSIVV, THAT THE OPERATION OF THE SERVICES WILL BE SECURE, OR THAT THE SERVICES FUNCTIONALITY WILL MEET THE CUSTOMER’S REQUIREMENTS. THE CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE CUSTOMER’S PURPOSE.

9. Indemnification.

            9.1       Inclusivv Indemnification.

            (a)        Inclusivv will defend, indemnify, and hold harmless the Customer and its respective directors, officers, employees, representatives, and agents against any and all claims, actions or proceedings arising out of or in connection with, and to the extent caused by (i) Inclusivv’ gross negligence or willful misconduct; or (ii) a claim that the Services or the Customer’s use thereof infringes or violates any Intellectual Property Rights of a third party or misappropriates any trade secret of any third party (except for claims which are specifically excluded under the terms of Section 9.1(b)); or (iii) a breach of its confidentiality obligations under this Agreement. If the Services becomes, or, in Inclusivv’ opinion, is likely to become, the subject of any claim of infringement, Inclusivv may, at its sole option, (x) obtain for the Customer the right to continue using the Services, as applicable; (y) replace or modify the affected Services, as applicable, so that it becomes non-infringing while providing substantially equivalent functionality; or (z) if such remedies are not available on commercially reasonable terms as determined by Inclusivv, terminate the license to use the Services, as applicable for the affected portion thereof, and promptly refund any pre-paid subscription fees for the affected portion of the same. THIS SECTION 9.1 STATES THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND INCLUSIVV’ SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

            (b)        Notwithstanding any terms contained in Section 9.1(a), Inclusivv shall have no liability for infringement claims if the alleged infringement is based on or arises from (i) the combination or use of the Services with software or other materials not provided or recommended for use by Inclusivv, (ii) the modification of the Services by anyone other than Inclusivv, or at Inclusivv’ direction, (iii) the use of the Services not in accordance with the Documentation or the Agreement, or (iv) the use of other than the then most current version of the Services if the use of the most current version of the Services would have eliminated the infringement, and the Customer was notified of and given a reasonable opportunity to use the most current version thereof.

            9.2       Customer Indemnification. The Customer will defend, indemnify, and hold harmless Inclusivv and its respective directors, officers, employees, and agents against all claims, actions or proceedings arising out of or in connection with, and to the extent caused by the Customer’s: (a) gross negligence or willful, fraudulent, or unlawful misconduct, (b) breach of Section 9 (Confidentiality) under this Agreement, and/or (c) violation of Section 7 (Intellectual Property Rights) of this Agreement.

            9.3       Indemnification Obligations. The indemnification provided in Sections 9.1 and Section 9.2 is conditioned on (a) the Party to be indemnified (the “Indemnified Party”) giving the indemnifying party (the “Indemnifying Party”) prompt written notice of such claim; (b) the Indemnified Party providing its full cooperation in the defense of such claim, if requested by the Indemnifying Party; and (c) the Indemnified Party granting the Indemnifying Party the sole authority to defend or settle the claim. The Indemnified Party may engage legal counsel to monitor, but not control, any such claim at the Indemnified Party’s expense.

10. Limitation of Liability.

            10.1      Exclusions of Liability. Except as otherwise provided herein, in no event shall either Party, its affiliates, licensors or suppliers, or any of their officers, directors, employees, shareholders, agents or representatives be liable to the other Party, or any other person or entity for any indirect, special, incidental, exemplary or consequential damages or loss of goodwill under or in any way relating to this Agreement or resulting from the use of or inability to use the Conversations and associated Materials, or the performance or non-performance of any Services, including the failure of essential purpose, even if such Party has been notified of the possibility or likelihood of such damages occurring, and whether such liability is based on any legal or equitable theory, including, but not limited to, contract, tort, negligence, strict liability, products liability or otherwise.

            10.2      Maximum Liability. Except for claims arising (a) in connection with and to the extent of any breach of a Party’s obligations under Section 9 (Confidentiality); (b) in connection with a Party’s obligations under Section 9 (Indemnity); or (c) in connection with contractual payment obligations hereunder, in no event shall either Party’s liability for any damages to the other Party, or to any other person or entity, regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise, exceed the pro rata portion of fees received by Inclusivv from the Customer applicable to the six (6) month period immediately preceding the events giving rise to such action.

11. Export. The Customer agrees that the Conversations and Materials will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Conversations and Materials are identified as export controlled items under the Export Laws, the Customer represents and warrants that it is not a citizen, or otherwise located within, an embargoed nation and that the Customer is not otherwise prohibited under the Export Laws from receiving the Conversations and Materials. All rights to use the Conversations and Materials are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

12. Miscellaneous.

            12.1      Publicity. Inclusivv may disclose the existence (but not the contents) of this Agreement and the fact that the Customer is a licensee of Inclusivv. The Customer agrees that Inclusivv may (i) utilize the Customer’s name and logo on its website and refer to it as its customer; (ii) mention the Customer during events, panels, presentations, and events; (iii) include the Customer along with its name and logo in Inclusivv’ marketing and sales materials; (iv) prepare a case study showcasing the Customer and its use of the the Services.

            12.2      Governing Law. This Agreement will be exclusively construed, governed, and enforced in all respects in accordance with the internal laws (excluding all conflict of law rules) of the State of Delaware (US) and any applicable federal laws of the United States of America.

            12.3      Arbitration. Except for claims arising from unauthorized disclosures of Confidential Information, or either Party’s violation of the other Party’s Intellectual Property Rights, to which traditional court remedies will apply, any controversy or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be determined exclusively by final and binding arbitration, as administered in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) by Arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Atlanta, Georgia, or as agreed upon by the parties, and judgment on the award rendered by the Arbitrators may be entered in any court with jurisdiction. The arbitration shall be conducted in the English language. The arbitration shall be conducted by three (3) neutral and impartial arbitrators (the “Arbitrators”). Each Party shall appoint a neutral and impartial Arbitrator of its choosing, and those Arbitrators shall agree upon and appoint the third neutral and impartial Arbitrator. The Arbitrators shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief. Notwithstanding the foregoing, to the extent that it is necessary to prevent irreparable harm that may be caused to a party by the breach of this Agreement, that party will be entitled to equitable relief (including an injunction or preservation of evidence) in any court of law having proper jurisdiction, in addition to all other available remedies. The parties agree that the prevailing party in any arbitration action hereunder shall be entitled to receive, in addition to all other damages and awards, the costs incurred by such party in conducting the arbitration, including reasonable attorneys’ fees and expenses, and arbitration costs. In addition to and not in limitation of the foregoing mandatory arbitration requirements, to the extent that it is necessary to prevent irreparable harm that may be caused to a party by the breach of this Agreement, that party will be entitled to equitable relief – including an injunction or preservation of evidence – in any court of law having proper jurisdiction, in addition to all other available remedies.

            12.4      International Conventions. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to this Agreement or the Parties hereunder.

            12.5      No Conflicts. Notwithstanding the content of any Customer purchase order or any other document or record, whether in writing or electronic, relating to the subject matter of this Agreement, the terms of the Agreement shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void.

            12.6      Communications; Notices. All communications and notices which are required or otherwise provided under this Agreement shall be in writing and shall be deemed given when delivered (a) by hand, (b) by registered or certified mail, postage prepaid, return receipt requested; (c) by a nationally recognized overnight courier service; or (d) by electronic mail (with read receipt or other tracking mechanism to confirm receipt), to the respective addresses set forth on the signature page of this Agreement or at such other address as will be given by either Party to the other in writing.

            12.7      Assignment. Each Party agrees that it will not assign this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld or delayed; however, a Party may assign this Agreement without prior written consent to: (a) a parent or subsidiary, (b) an acquirer of substantially all of the stock or assets of such party, or (c) a successor by merger. Any attempted assignment in violation of this Section will be void.

            12.8      Severability. In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

            12.9      Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. All Schedules attached to the Agreement or subsequently added hereto by mutual consent of the Parties are incorporated into this Agreement for all purposes. In the event of a conflict between the Agreement, any Schedule, or any Order, the Agreement will control, unless the Schedule or Order expressly states that the Schedule or Order shall supersede the applicable provision of these Terms and Conditions. In the event of a conflict between any Schedule and any Order, the Schedule will control, unless the Order expressly states that the Order shall supersede the applicable provision of the Schedule.

            12.10    Waiver. No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

            12.11    Modifications. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to or modification of this Agreement and signed by an authorized representative of each Party. Notwithstanding the foregoing, Inclusivv reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (i) maintain or enhance the quality or delivery of the Services, (ii) the competitive strength of or market for the Services, (iii) the Services’ cost efficiency or performance; or (iv) to comply with applicable law; provided that no such changes have the effect of materially degrading the functionality of the Services.

            12.12    Force Majeure. Neither Party will be liable for any failure or delay in the performance of any of their respective obligations (other than confidentiality obligations) if prevented from doing so by a cause or causes beyond its reasonable control (a “Force Majeure Event”). Without limiting the generality of the foregoing, Force Majeure Events include fires, floods, terrorism, strikes, blackouts, war, restraints of government, utility or communications failures or interruptions, failures of third party vendors, internet slow-downs or failures, or other causes that are beyond a Party’s reasonable control. Failure to meet due dates or time schedules resulting from a Force Majeure Event will extend the due dates or time schedules for reasonable periods of time as determined by the Parties in good faith.

            12.13    Relationship. The relationship between the Parties created by this Agreement is that of independent contractors and not partners, joint venturers, or agents. Except as expressly agreed by the Parties, neither party will be deemed to be an employee, agent, partner, or legal representative of the other for any purpose and neither will have any right, power, or authority to create any obligation or responsibility on behalf of the other.

            12.14    No Third-Party Beneficiaries. The Agreement is personal to the Parties and no third parties shall be considered beneficiaries hereof, for any purposes.