Master Subscription Agreement

This Master Subscription Agreement is entered into by and between Virtual Hold Technology Solutions, LLC, a Delaware limited liability company having its principal place of business at 3875 Embassy Pkwy, Suite 350, Akron, Ohio 44333 (“VHT”), and the company or other legal entity, as identified in an applicable Order, accepting these terms and conditions on behalf of itself and any entity that directly or indirectly controls, is controlled by, or is under common control with it (each, an “Affiliate” and such company or entity and its Affiliates, collectively, the “Client”). The date on which these terms and conditions are accepted is the “Effective Date”). VHT and Client may be referred to individually as a “Party” and collectively as the “Parties“.

This Master Subscription Agreement contains the terms and conditions that govern Client’s access to and use of VHT’s Mindful Platform and Documentation (all as defined below and collectively, the “Solution”). Client shall execute and submit to VHT, or a reseller authorized by VHT (the “Reseller”), an order form in VHT’s standard format (each, an “Order”) that further specifies the Solution and any applicable maintenance and support services, training, implementation, or other servicers (the “Services”), and that contains additional terms, conditions, and limitations that apply to the Solution or Services ordered by Client. This Master Subscription Agreement together with any Orders are referred to collectively as the “Agreement.”

DESCRIPTION OF THE SOLUTION
1. Generally. VHT shall make the Solution available to Client pursuant to the terms and conditions of this Agreement. VHT provides the Mindful internet-based software service, which facilitates omnichannel call scheduling, seamless channel transitions, automated SMS notifications, and insight through real-time customer feedback and analytics (the “Mindful Platform”). The Solution is subject to certain usage limits that are set forth in the Order and determine the Solution pricing.
2. Changes. VHT may choose to modify or discontinue features of the Solution as offerings are updated and more features are added. VHT may stop, suspend, or modify features available through the Solution at any time without prior notice to Client, provided that VHT shall not materially decrease the functionality of the Solution during a Subscription Period (as defined in Section 11(B) (Subscription Period) below).
USE OF THE SOLUTION
1. Registration. Client agrees to provide true, accurate, current, and complete information as prompted by VHT’s registration process, and to maintain and promptly update such information to keep it true, accurate, current, and complete.
2. Right to Use the Mindful Platform. Subject to Client’s compliance with this Agreement, VHT grants to Client a limited, personal, non-assignable, non-transferable, non-sublicensable, and non-exclusive right to access and use the Mindful Platform and any printed or online written guides and documentation made available by VHT to Client in conjunction with the Mindful Platform (the “Documentation”) during the Subscription Period solely for Client’s internal business purposes. Client may allow its employees and contractors (each a “Client User”) to access the Solution in compliance with the terms of this Agreement, provided that (i) Client has paid all applicable Fees for such access to VHT or the Reseller, and (ii) the access to and use of the Solution must be for the sole benefit of Client. Client shall be responsible and liable for the compliance of its Client Users with this Agreement. Any act or omission by any Affiliate or Client User that would constitute a breach of the Agreement if such Affiliate or Client User were a party to the Agreement shall be deemed a breach of the Agreement by Client.
3. Client’s Responsibilities in Using the Solution. Client shall (i) use the Solution only in accordance with this Agreement and any laws, regulations, rules, ordinances, and government orders (“Laws”) applicable to the use of or access to the Solution; and (ii) prevent unauthorized access to or use of Solution and notify VHT promptly of any such unauthorized access or use. Client must keep Client Users’ login credentials, including, without limitation, usernames and passwords, secure and confidential. Client is responsible for any activity originating from Client’s account, regardless of whether such activity is authorized by Client.
4. Restrictions. Client’s use of the Solution and the rights granted to Client in this Agreement are subject to compliance with the restrictions set forth in this subsection. Client shall not, and it shall not permit, assist, authorize, or encourage any third party to:
  1. sell, resell, license, sublicense, distribute, copy, reproduce, rent, or lease the Solution, or include the Solution in a service bureau or outsourcing offering, or otherwise make the Solution available to, or use the Solution for the benefit of, anyone other than Client;
  2. access the Solution for purposes of monitoring availability, performance, or functionality, to build a competitive product or service, or for any other benchmarking or competitive purposes;
  3. use the Solution to store or transmit (i) infringing, libelous, or otherwise unlawful or tortious material, (ii) material in violation of third-party privacy rights, or (iii) code, files, scripts, agents, or programs intended to do harm, including without limitation viruses, worms, time bombs, trojan horses, malware, vulnerabilities, advanced persistent threats, exploits, code injections, and targeted attacks;
  4. disrupt, disable, or interfere with the integrity or performance of the Solution or third-party data contained therein;
  5. permit direct or indirect access to or use of the Solution in a way that circumvents any usage limit or attempt to gain unauthorized access to the Solution or its related systems or networks;
  6. modify, translate, adapt, merge, or make derivative works of the Solution, or frame or mirror any part of the Solution;
  7. reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any software made available or used in the provision of the Solution, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  8. remove or alter VHT’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Solution;
  9. access or use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from the Solution; and
  10. use the Solution in a way that violates any Laws or restrictions set forth in the Documentation.
Open Source. The Solution may include programs or code that are licensed under an open source software (“OSS”) license model. OSS programs and code are licensed under and are subject to the terms and conditions of the applicable OSS license, and are specifically excluded from all license grants, warranty, and support obligations set forth in this Agreement. Nothing in this Agreement limits Client’s rights under, or grants rights that supersede, the terms and conditions of any applicable end user license for the OSS.
PROPRIETARY RIGHTS
1. Client Data. Client is the sole owner of any data, files, content, and other information that are submitted by Client or any Client User to VHT directly or to the Solution (collectively, the “Client Data”), including any of the foregoing that are submitted to the Solution by any third party as a result of VHT’s provision of the Solution to Client (each an “End Customer”). Client Data shall include without limitation all Client PII (as defined in Section 4(B) (Client’s Responsibilities for Client Data) below) and all intellectual property rights therein. Client grants VHT and its service providers a non-exclusive, worldwide license to use, copy, display, and distribute the Client Data solely as necessary to provide the Solution in accordance with this Agreement. Subject to the limited licenses granted herein, VHT acquires no right, title or interest in or to the Client Data.
2. Client Feedback. Client grants to VHT a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any suggestion, enhancement request, recommendation, correction, or other feedback (collectively, the “Client Feedback”) provided by Client or its users relating to the Solution. Any Client Feedback provided by Client is made “as-is” and Client expressly disclaims any and all representations and warranties related thereto.
3. Aggregated Data. VHT reserves the rights to: (i) collect information about use of the Solution by Client, the Client Users, and the End Customers, (ii) analyze the Client Data, and (iii) aggregate such information and analysis (the “Aggregated Data”). Aggregated Data shall: (1) be anonymized in a manner that ensures that such information or analysis is not attributable to Client, any Client User, or any End Customer; and (2) not contain any Client Data. Client acknowledges and agrees that the Aggregated Data does not constitute Client’s Confidential Information (as defined in Section 6(A) (Definition) below) and may be shared by VHT with third parties for the purpose of providing, improving, or marketing the Solution.
4. Reservation of Rights. VHT is the sole owner of the Solution (including all software, workflow processes, user interfaces, designs, know-how, and other technologies made available as part of the Solution, but excluding any Client Data stored in the Solution,) and all modifications, improvements, and derivative works thereof, the Aggregated Data, and all intellectual property rights in or to any of the foregoing. Subject to the limited rights expressly granted hereunder, VHT and its licensors reserve all right, title and interest in and to the Solution and the Aggregated Data. No rights are granted to Client hereunder other than as expressly set forth herein.
CLIENT DATA AND PRIVACY
1. Protection of Client Data. VHT shall maintain appropriate and reasonable administrative, operational, physical, and technical safeguards designed to protect the security, availability, and confidentiality of Client Data. VHT shall only process Client Data to provide the Solution, to prevent or address service or technical problems, as compelled by Law in accordance with Section 6(C) (Compelled Disclosure) below, or as otherwise expressly permitted in this Agreement, including but not limited to Section 3(C) (Aggregated Data) above. The safeguards described herein shall meet or exceed the prevailing industry security assurance standard embodied in ISO 27001, Statement on Standards for Attestation Engagements No. 18 Type II(“SSAE 18”) SOC 2. VHT shall make the executive summary of VHT’s annual SSAE 18 SOC 2 Type II audit available to Client upon request.
2. Client’s Responsibilities for Client Data. Client represents and warrants that (i) Client has the necessary rights and licenses required to provide its Client Data to VHT, (ii) Client has obtained, from each data subject, appropriate and informed prior consent to the processing of their personal data by VHT for purposes of providing the Solution, and (iii) Client’s provision of Client Data to VHT does not violate any intellectual property or privacy rights of third parties, confidential relationships, contractual obligations, or Laws. Client shall be responsible for the accuracy, quality, and legality of Client’s Client Data and the means by which Client acquires its Client Data, including any personally identifying information of any End Customer (“Client PII”). Without limiting the generality of the foregoing, Client shall provide all notices to, and obtain any consents from, any data subject as required by any applicable Law in connection with the transfer and processing of any personally identifiable information of such data subjects via the Solution by VHT and/or by Client. Client shall be solely responsible for ensuring that any processing of Client Data by VHT and/or by Client via the Solution does not violate any applicable Laws. Furthermore, the Parties agree that the use and handling of any Client PII submitted to VHT directly by any data subjects shall comply with the terms of VHT’s privacy policy (available at https://getmindful.com/privacy-policy/). To the extent that VHT will be required to process the Client PII of any residents of the European Union, the Parties agree that such processing shall be done in accoradance with VHT’s Data Processing Agreement, a pre-signed copy of which is available at https://getmindful.com/legal/dpa/.
FEES AND PAYMENT
1. Fees and Payment. Client shall pay all fees specified in the Orders (the “Fees”). Except as otherwise specified in an Order: (i) Fees are based on the Solution quantities that are purchased and not actual usage, (ii) payment obligations are noncancelable and, except as otherwise set forth in this Agreement, Fees paid are non-refundable, (iii) quantities purchased cannot be decreased during the relevant Subscription Period and (iv) Client may purchase add-on aspects of the Solution by paying VHT the difference in Fees for such upgraded Solution for the remainder of the Subscription Period, as mutually agreed by the Parties. Client will be invoiced in advance and otherwise in accordance with the relevant Order. Unless otherwise stated in the Order, invoiced charges are due net 30 days from the date of such invoice. If any invoiced amount is not received by the due date, then without limiting other rights or remedies, those amounts may accrue late interest at the rate of 1.5% per month or the maximum rate permitted by law.
2. Suspension of Access. If any amount owing by Client to VHT or a Reseller (as applicable) is 30 or more days overdue, VHT may, upon at least 10 days’ prior notice and without limiting any other rights and remedies, suspend Client’s access to and use of the Solution until such amounts are paid in full.
3. Taxes. All amounts payable by Client do not include any levies, duties, similar governmental assessments of any nature, value-added, use, withholding, or other taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes, and any related penalties and interest, associated with the Fees and use of the Solution. Client shall make all payments to VHT or Reseller free and clear of, and without reduction for, any Taxes. If VHT or Reseller has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, VHT or Reseller will invoice Client and Client shall pay such amounts unless Client provides VHT with a valid tax exemption certificate authorized by the appropriate taxing authority. If applicable, sales tax shall be a separate line item on invoices issued to Client. Client shall indemnify and hold VHT harmless from any claims, losses, costs (including reasonable attorneys’ fees), damages, or liabilities arising out of or relating to Client’s failure to pay any Taxes or sales tax as set forth in this Section. VHT is solely responsible for taxes on VHT’s income, property, and employees.
CONFIDENTIALITY
1. Definition. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure. Client’s Confidential Information includes the Client Data. VHT’s Confidential Information includes the non-public aspects of the Solution and all pricing related thereto. Confidential Information of each party includes the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
2. Protection of Confidential Information. The Receiving Party shall (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (ii) not disclose any Confidential Information of the Disclosing Party to any third party without the Disclosing Party’s prior written consent, except as otherwise permitted by this Section 6, (iii) use the same degree of care to protect the Confidential Information of the Disclosing Party that the Receiving Party uses to protect the confidentiality of its own like confidential information (but not less than reasonable care), and (iv) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. The Receiving Party may disclose the terms of this Agreement or any Order to its legal counsel and accountants, and to its Affiliates and current and prospective investors and financing sources, and their respective legal counsel and accountants, and the Receiving Party shall be responsible for the compliance of such entities with this Section 6.
3. Compelled Disclosure. The Receiving Party may preserve and disclose Confidential Information of the Disclosing Party to the extent compelled by Law to do so or in a good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process or protect the rights, property, or personal safety of the public. The Receiving Party shall give the Disclosing Party prompt notice of the compelled disclosure (to the extent permitted). If the Receiving Party is compelled by Law to disclose the Disclosing Party’s Confidential Information as part of a civil or criminal claim, action or proceeding to which the Disclosing Party is a party, the Disclosing Party shall reimburse the Receiving Party for its reasonable costs of compiling and providing secure access to that Confidential Information.
4. Equitable Relief. Each Party acknowledges that the breach of this Section 6 will likely result in irreparable injury to the other Party, for which money damages alone would be an inadequate remedy and that, in addition to its other remedies, the non-breaching Party shall be entitled to seek equitable relief, including specific performance and an injunction to restrain any threatened or continued breach of this Section 6 in any court of competent jurisdiction. No bond or other security shall be required in obtaining any equitable relief.
SUPPORT SERVICES
1. VHT Support. As part of the Solution and subject to the terms of the Agreement, VHT shall provide Client with support Services for the Solution under the terms of VHT’s Client Support Policy (“Support”), which is located, as of the Effective Date, at https://getmindful.com/legal/support-policy/. VHT reserves the right to update the Client Support Policy from time to time, provided, however, that VHT shall not materially reduce or degrade its Support during an applicable Subscription Period.
2. Service Level Policy. VHT shall make the Solution available in accordance with VHT’s Service Level Policy, which is located, as of the Effective Date, at https://getmindful.com/legal/service-level-policy. VHT reserves the right to update the Service Level Policy from time to time, provided, however, that VHT shall not materially reduce or degrade any service level commitment during an applicable Subscription Period. Client’s sole remedy and VHT’s sole obligation with respect to any unavailability of the Solution is as set forth in VHT’s Service Level Policy.
REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
1. Mutual Representations and Warranties. The Parties represent and warrant that the person executing this Agreement on behalf of such Party has the authority to enter into this Agreement on behalf of the Party named above, and to bind such Party to this Agreement.
2. VHT Warranty. VHT warrants that (i) the Services shall be performed in a professional and workmanlike manner and in accordance with prevailing industry standards, and (ii) during a Subscription Period, the Solution shall perform materially in accordance with the Documentation. VHT’s sole obligation and Client’s exclusive remedy for any breach of warranty under Section 8(B)(i) shall if for VHT to reperform the Services and VHT’s sole obligation and Client’s exclusive remedy for any breach of warranty under Section 8(B)(ii) is for VHT to modify the Solution to conform to the warranty.
3. Disclaimers. CLIENT’S USE OF THE SOLUTION IS AT CLIENT’S OWN RISK. VHT MAKES NO WARRANTY REGARDING RESULTS THAT MAY BE OBTAINED FROM CLIENT’S USE OF THE SOLUTION. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 8(B) ABOVE, VHT DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. VHT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFACTION
1. Indemnification by VHT. VHT shall defend Client against any claim, demand, suit, or proceeding (“Claim”) brought against Client by a third party alleging that the use of the Solution infringes or misappropriates such third party’s patent, copyright, or trade secret rights, and shall indemnify Client from any damages, reasonable attorney fees, and costs finally awarded against Client as a result of, or for amounts under a court-approved settlement of, such a Claim. If VHT receives information about a Claim covered by this Section, VHT may in its discretion and at no cost to Client: (i) modify the Solution so that it no longer the subject of such Claim, without breaching the warranty under Section 8(B) (VHT Warranty), (ii) obtain the necessary rights for Client’s continued use of the Solution in accordance with this Agreement, or (iii) terminate Client’s subscriptions for that Solution and refund Client any prepaid Fees covering the remainder of the terminated Subscription Period. VHT shall not be obligated to defend or indemnify Client pursuant to this Section for any Claim arising from any use of the Solution (a) not in accordance with this Agreement, (b) in combination with other products, equipment, or software not supplied, authorized in writing, or recommended in writing by VHT, if such infringement would not have occurred but for such combination, or (c) any modification of the Solution by any person other than VHT or its authorized agents or subcontractors. This Section 9(A) states VHT’s sole liability to, and Client’s exclusive remedy against VHT, for any claim of intellectual property infringement.
2. Indemnification by Client. Client shall defend VHT against any Claim brought against VHT by a third party alleging that the Client Data (or provision thereof by Client to VHT), or Client’s use of the Solution, infringes, misappropriates or violates such third party’s intellectual property rights or privacy rights, and shall indemnify VHT from any damages, reasonable attorney fees, and costs finally awarded against VHT as a result of, or for any amounts paid under a court-approved settlement of, such a Claim. Client shall not be obligated to defend or indemnify VHT pursuant to this Section to the extent that the Claim that is the responsibility of VHT pursuant to Section 9(A) above.
3. Procedures. The party seeking indemnification for a Claim under this Section 9 agrees that it shall give the indemnifying party (i) prompt written notice of the Claim, (ii) sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle any Claim unless it unconditionally releases the indemnified party of all liability), and (iii) all reasonable assistance, at the indemnifying party’s request and expense, in the defense and settlement of the Claim.
LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR, WITH REGARD TO VHT, ITS SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SUCH PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT WITH REGARD TO A LIABILITIES ARISING FROM A BREACH OF SECTION 6 (CONFIDENTIALITY), A PARTY’S OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION), A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR IN THE CASE OF CLIENT, A BREACH OF SECTION 2 (USE OF THE SOLUTION), EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOLUTION OR THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS CLIENT PAID TO VHT OR RESELLER FOR THE AFFECTED ASPECT OF THE SOLUTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO A BREACH OF SECTION 6 (CONFIDENTIALITY), OR A PARTY’S OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION) WILL AT ALL TIMES BE LIMITED TO TWO TIMES (2X) THE AMOUNTS CLIENT PAID TO VHT FOR THE AFFECTED ASPECT OF THE SOLUTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VHT AND CLIENT.
TERM AND TERMINATION
1. Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated.
2. Subscription Period. The term of each subscription shall be as specified in the applicable Order. Except as otherwise specified in an Order, subscriptions will automatically renew for additional periods equal to one year, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The initial subscription term specified in the Order plus any applicable renewal periods for that Order are referred to herein as the “Subscription Period.”
3. Termination. A party may terminate this Agreement for cause within 30 days upon the occurrence of either of the following (i) in the event the other party fails to cure any material breach of this Agreement or the relevant Order within 30 days written notice or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
4. Effects of Termination. Upon termination or expiration of this Agreement as stated above (i) any amounts owed to VHT under this Agreement before such termination or expiration will be immediately due and payable by Client, (ii) all rights granted to the Solution in this Agreement will immediately cease to exist, and (iii) Client must promptly discontinue all access to and use of the Solution. The following provisions shall survive any termination of this Agreement: 2(A) (Registration), 2(C) (Client’s Responsibilities in Using the Solution), 2(D) (Restrictions), 3 (Proprietary Rights), 4 (Client Data and Privacy), 5 (Fees and Payment), 6 (Confidentiality), 8(C) (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11(D) (Effects of Termination), 12 (Compliance with Laws), 13 (Governing Law), and 14 (General Terms).
COMPLIANCE WITH LAWS
Client acknowledges and agrees that the technology made available by VHT may be subject to U.S. export control Laws. Client shall comply with these Laws and shall not, without prior U.S. government authorization, export, re-export, or transfer the Solution, or any portion thereof, either directly or indirectly, in violation of such Laws. In particular, the Solution may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone of the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Solution, Client represents and warrants that (a) Client is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (b) Client is not listed on any U.S. Government list of prohibited or restricted parties. Client also will not use the Solution for any purpose prohibited by Law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.
GOVERNING LAW
This Agreement will be governed and construed in accordance with the laws of the State of Delaware without regard to any conflict of laws principles that would require the application of the laws of another jurisdiction. Any dispute arising under or in connection with this Agreement will be heard exclusively in the state and federal courts located in New Castle County, Delaware. Each party hereby expressly and irrevocably consents, and waives any objection, to the venue and convenience of such courts. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
GENERAL TERMS
1. Entire Agreement. This Agreement constitutes the entire agreement between VHT and Client with respect to the Solution and supersedes and replaces any other agreements, terms, and conditions applicable to the Solution. Any terms stated in Client’s purchase order or acknowledgement shall have no force or effect. This Agreement or any Orders may be amended only upon written agreement signed by an authorized representative of each Party. In the event that inconsistencies exist between this Agreement and any Order, the terms of this Agreement shall prevail, except to the extent an Order specifically references the section of this Agreement which such Order intends to modify or amend (and any such modification or amendment in an Order shall apply solely for purposes of such Order). This Agreement creates no third party beneficiary rights.
2. No Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
3. Severability. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting the intent as closely as possible.
4. Assignment. Client may not assign any of Client’s rights or obligations under this Agreement, without the prior written consent of VHT, which shall not be unreasonably withheld, conditioned, or delayed, and any such attempt is null and void. VHT may not assign any of VHT’s rights or obligations under this Agreement, without the prior written consent of Client, which shall not be unreasonably withheld, conditioned, or delayed, and any such attempt is null and void; provided however, that VHT may make such an assignment to any of its Affiliates or subsidiaries, or to any successor in interest of any business associated with the Solution.
5. Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors for all purposes.
6. Force Majeure. VHT will not be responsible for any failure to perform or delay in performing any of its obligations under this Agreement to the extent that such failure or delay results directly or indirectly from an event beyond VHT’s reasonable control.
7. Interpretation; Counterparts. Unless otherwise specifically noted, the word “including” and its correlative terms means inclusion without limitation. This Agreement may be executed in counterparts. Exact copies of original signatures, or any electronic signature or mark intended as a signature, shall have the same effect as originals.
8. Notice. All notices required under this agreement must be in writing and are considered effective: (i) if given by email, upon confirmed receipt, or (ii) three business days after mailing, when sent via certified mail, return receipt requested or postage prepaid. Notices to Client will be sent to the address or email address on Client’s most recent Order. Client (a) consents to receive communications from VHT in an electronic form; and (b) agrees that all notices and other communications provided by VHT electronically satisfy any legal requirement that such communications would satisfy if they were to be in writing. In the event that the last e-mail address Client provided to VHT is not capable of delivering to Client any notices required by this Agreement, VHT’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice as of the date sent. Notices to VHT must be sent to the following address or email address:

Virtual Hold Technology Solutions, LLC
Attention: Head of Legal & Compliance
3875 Embassy Parkway, Suite 350
Akron, Ohio 44333
Email: notices@getmindful.com