811spotter Master Subscription Agreement

THIS 811SPOTTER MASTER SUBSCRIPTION AGREEMENT (“MSA”) entered into as of the Effective Date, by and between Lantern Data System, LLC doing business as 811spotter, a Delaware limited liability corporation, with its principal place of business at 4671 24th Street, Sacramento, California (“Company”) and the individual or entity entering into an Order Form referencing this MSA, registering online for a paid subscription, or registering for a free trial (“Customer”). By clicking “I Accept,” submitting or executing an Order Form, or accessing or using the Services pursuant to a free trial, Customer acknowledges and agrees that Customer has read and agrees to be bound by the terms and conditions of this Agreement (as defined below). Capitalized terms not otherwise defined have the meanings ascribed to them in the Definitions section of this MSA or the General Terms.

1. DEFINITIONS.

1.1. “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

1.2. “Agreement” means, collectively, this MSA, the General Terms and any exhibits attached hereto, as well as any Order Form executed by the parties.

1.3. “Authorized Users” means Customer’s employees and independent contractors working for Customer in the ordinary course of Customer’s business for whom access to the Service has been purchased pursuant to this Agreement.

1.4. “Confidential Information” means all information of a Disclosing Party disclosed to the Receiving Party (each as defined in Section 5.1), 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 disclosure. Confidential Information of Company includes the Services, the Documentation and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

1.5. “Content” means information obtained by Company from publicly available sources, its third-party content providers, or customer communications, and made available to Customer through the Services, or pursuant to an Order Form, as more fully described in the Documentation.

1.6. “Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service, including any usage guides and policies, that are provided or made available by Company, as updated from time to time, accessible via online or login to the applicable Service.

1.7. “Effective Date” means (i) in the case of a free trial, the date on which Customer clicks “I Accept” or otherwise first accesses or uses a Service; (ii) in the case of Customer’s initial purchase of a subscription to a Service via an Order Form submitted electronically, the earlier of the date on which Customer clicks “I Accept” or submits such Order Form electronically; or (iii) in the case of Customer’s initial purchase of a subscription to a Service other than through an electronic submission (i.e., in writing), the effective date set forth date on such Order Form or, in the absence of such date, the date on which the unaltered Order Form is signed by Customer (or, if altered, counter-signed by Company).

1.8. “General Terms” means those certain Terms and Conditions of use of the Company, available at 811spotter.com/terms, as updated by Company from time to.

1.9. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

1.10. “Non-Company Application” means a web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed.

1.11. “Order Form” means a document that details the Service(s) to be provided by Company, the associated fees, and other related details, including, if applicable, an online form accompanying a credit card-based transaction for a Service. If multiple Order Forms will apply to this Agreement, each will have its own unique identifier. Each Order Form is intended to define a separate contract particular to that order, incorporating by reference this MSA, the General Terms and any exhibits hereto or thereto. An Order Form may also contain other terms or conditions, mutually agreed upon in writing by Company and Customer, which apply specifically to that particular order/contract. Customer agrees that each Order Form will be signed by a representative having the authority to bind Customer, and that Company may rely on this clause in order to presume that such representative has such authority.

1.12. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

1.13. “Professional Services” means the implementation, configuration, and/or training, services to be provided by Company to Customer pursuant to an Order Form.

1.14. “Service(s)” means one or more of the SaaS-based services provided by Company pursuant to an Order Form.

1.15. “Service Term” means the Order Form-specified period during which the applicable Service is made available by Company.

2. GENERAL CONDITIONS.

2.1. GENERAL TERMS; ORDER OF PRIORITY. All terms of the General Terms are explicitly incorporated herein by reference and are hereby accepted. In addition, the General Terms are deemed accepted by each Authorized User as a result of that Authorized User’s access of a Service. Any conflict among this Master Subscription Agreement, the General Terms, and/or any Order Form, will be resolved in the following order of priority: (a) any Order Form; (b) this Master Subscription Agreement; (c) the General Terms.

2.2. ACCESS TO SERVICES. Subject to and conditioned upon Customer’s compliance with the terms and conditions of this Agreement, Company hereby grants Customer the revocable, limited, non-exclusive, non-sublicensable, and non-transferable right to access and use (and to permit its Authorized Users to access and use) the Services made available to Customer pursuant to this Agreement, and the applicable Order Forms during the Service Term. All rights in the Services not expressly granted in this Agreement are reserved to Company. Customer will not provide access to the Services to any third party without Company’s prior written consent. An Authorized User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Services.

2.3 PROVISION OF SERVICES. Company shall not be responsible for: (a) planned downtime of a commercially reasonable length (of which Company shall give or post advance electronic notice), and (b) any unavailability caused by circumstances beyond Company’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, Non-Company Application, or denial of service attack, and (c) provide the Services in accordance with laws and government regulations applicable to Company’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, and the applicable Order Form.

2.4 PROFESSIONAL SERVICES. Company will perform the work in the Order Form and use commercially reasonable efforts to meet any schedules set forth in the Order Form, if any. Customer will provide Company with reasonable support and access to its facilities, systems, materials and personnel needed to perform the Professional Services and will be responsible for any negative impact to the services schedule to the extent Customer fails to do so.

2.5 USE RESTRICTIONS. Company may monitor the Services to detect any violation of this Agreement. Customer and its Authorized Users shall not access or use the Services or the Documentation except as expressly permitted or contemplated by this Agreement. Customer shall be responsible for and liable for its Authorized Users’ compliance with this Agreement. Each Authorized User must create and use unique access credentials and the Customer shall ensure its Authorized Users do not share their access credentials with any other person or permit any other person to access the Company Services. For the purpose of clarity and without limiting the generality of the foregoing, Customer and its Authorized Users shall not:

a. Make any Services or Content available to anyone other than Customer, the Authorized Users, or their customers, or use any Services or Content for the benefit of anyone other than Customer or its Affiliates, or their customers, unless expressly stated otherwise in an Order Form or the Documentation.

b. Modify, translate, adapt, alter, or create derivative works or improvements of the Services or the Documentation;

c. Copy, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise exploit or make available the Services, the Content, or Documentation to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

d. Bypass or breach or attempt to bypass or breach any security device or protection used by the Services;

e. Use the Services or a Non-Company Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

f. Input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code;

g. Use the Services or a Non-Company Application to store or transmit Malicious Code;

h. Interfere with or disrupt the integrity or performance of any Services or third-party data contained therein;

i. Attempt to gain unauthorized access to any Services or Content or any related systems or networks;

j. Permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Company intellectual property except as permitted under this Agreement, an Order Form, or the Documentation;

k. Copy Content except as permitted herein or in an Order Form or the Documentation;

l. Frame or mirror any part of any Services or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation;

m. Except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services or any Content or access it to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Services, (iii) copy any ideas, features, functions or graphics of the Services, or (iv) determine whether the Services are within the scope of any patent;

n. Access the Services and Documentation for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; or

o. Otherwise use the Services or the Documentation in any unlawful manner.

2.6 LICENSE TO COMPANY. Customer grants Company, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-Company Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for Company to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-Company Application with the Services, Customer grants Company permission to allow the Non-Company Application and its provider to access Customer Data and information about Customer’s usage of the Non-Company Application as appropriate for the interoperation of that Non-Company Application with the Service. Subject to the limited licenses granted herein, Company acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-Company Application or such program code.

3. BILLING AND PAYMENT.

3.1. SUBSCRIPTIONS. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, (b) additional Authorized User subscriptions for Customer employees or other Customer designees may be added during a subscription term at the pricing indicated in the applicable Order Form, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions unless otherwise specified on an Order Form.

3.2. USAGE FEES. Services are subject to additional usage fees, including, for example, the quantities and prices specified in Order Forms corresponding to product/service levels and number of tickets opened and renewed under a specific Customer subscription, during the billing period. Customer may pre-pay for discounted usage fees as and when Company makes such pre-payment available.

3.3. FEES. Customer will pay all fees specified herein and in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on number of new and renewed tickets per Service Term and the applicable subscription fee, (ii) payment obligations are non-cancelable and, (iii) fees paid are non-refundable.

3.4. INVOICING AND PAYMENT. Customer will provide Company with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Company. If Customer provides credit card information to Company, Customer authorizes Company to charge such credit card for all purchased Services listed in the Order Form for the subscription term and any renewal subscription term(s) as set forth in Section 4.2 (Term of Purchased Subscriptions). Such charges shall be made in arrears, either monthly or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Company will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. Customers are responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

3.5. OVERDUE CHARGES. If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, (a) Company may charge Customer late interest fees at the rate of 0.833% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Company may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 3.4 (Invoicing and Payment).

3.6. SUSPENSION OF SERVICE AND ACCELERATION. If any amount owing by Customer under this or any other agreement for Services is thirty (30) or more calendar days overdue (or ten (10) or more calendar days overdue in the case of amounts Customer have authorized Company to charge to Customer’s credit card), Company may, without limiting Company other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services to Customer until such amounts are paid in full. Company will provide at least five (5) business days advance notice prior to suspending a Customer account.

3.7. PAYMENT DISPUTES. Company will not exercise Company’s rights under Section 3.5 (Overdue Charges) or 3.6 (Suspension of Service and Acceleration) above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently with Company to resolve the dispute.

3.8. TAXES. Company subscription 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 against Customer and its Authorized Users by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 3.8, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.9. FUTURE FUNCTIONALITY. Customer agrees that Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

4. TERM; TERMINATION.

4.1. TERM OF AGREEMENT. This Agreement commences on the date Customer executes it and, unless otherwise terminated as specified in Section 4.3 below, continues until all subscriptions under an applicable Order Form hereunder have expired or have been terminated.

4.2. TERM OF PURCHASED SUBSCRIPTIONS. The Service Term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, the then-current number of subscriptions (including any add-ons) will automatically renew at Company’s then-current rates as published on https://www.811spotter.com/pricing, for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) calendar days before the end of the relevant subscription Service Term.

4.3. TERMINATION. Company may terminate the Service Term as specified in the General Terms. Additionally, either party may terminate the Service Term upon at least thirty (30) days prior written notice in the event (a) the other party has materially breached this agreement and such breach remains uncured at the expiration of such thirty (30) day period, or (b) the other party has become insolvent, does not pay its debts as they become due, makes a general assignment for the benefit of its creditors, becomes the subject of any domestic or foreign bankruptcy or insolvency law, or applies for or has a receiver, trustee, or similar agent appointed to manage or dispose of any material portion of its property or business.

4.4 RIGHTS UPON TERMINATION. Other than in connection with a termination by Customer pursuant to Section 4.3 above, if Customer elects to terminate its subscriptions or cancel its account prior to the end of its then-effective subscription term (with Company’s written consent, which may be granted or denied in Company’s sole discretion) (A) Company will not provide any refund or credit for subscription charges or other fees or payments to Customer; and (B) in addition to other amounts Customer may owe to Company, Customer must immediately pay any then-unpaid subscription charges associated with the remainder of each applicable subscription term. If, however, Customer terminates this Agreement pursuant to Section 4.3 above, Company will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Company pursuant to Section 4.3 above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Company for the period prior to the effective date of termination.

4.4. EFFECT OF TERMINATION. Upon expiration or termination of this Agreement, all subscriptions and licenses granted by Company under this Agreement and Company’s obligation to provide (and Customer’s right to access and use) the Service will terminate.

5. CONFIDENTIAL INFORMATION; PUBLICITY.

5.1 Protection of Confidential Information. As between the parties, each party that shares its Confidential Information (as the “Disclosing Party”) retains all ownership rights in and to its Confidential Information disclosed to the other party (as the “Receiving Party”). As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as reasonably necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (c) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 5. As used herein, “Representative” means a party’s director, officer, agent, employee, Authorized User (if applicable), subsidiary, parent company, or financial or legal adviser. The obligations in this Section 5 shall not apply to 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 by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information. For the avoidance of doubt, the non-disclosure obligations set forth in this Section 5 apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Company services.

5.2 Permitted Disclosure. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Company may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-Company Application provider to the extent necessary to perform Company’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

5.3 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives its rights under this Section 5.3 or, after providing the notice and assistance required under this Section 5.3, the receiving party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

5.4 Publicity. Notwithstanding anything in this Agreement to the contrary, either party may issue publicity or general marketing communications concerning its involvement with the other party, subject to such other party’s prior approval, which must not be unreasonably withheld, conditioned or delayed. Each party hereby grants to the other a limited, worldwide, royalty-free license to display such party’s name and logo on the other party’s website and in marketing materials.

6. INTELLECTUAL PROPERTY. Customer acknowledges that it does not have any ownership or other rights in or to the Services or the Documentation except as specifically described in this Agreement, and Company shall exclusively own and retain all right, title and interest in and to all of its intellectual property of every kind, including in and to all inventions (whether patented or not), copyrights and works of authorship (whether subject to a U.S. copyright registration or not), know-how, software applications, routines, source and object code, algorithms, APIs, processes and workflows, and improvements, enhancements, derivations or modifications of any of the foregoing that were or are developed by Company in connection with the Services or the Documentation. Nothing herein shall be interpreted as a license, transfer or grant by Company to Customer of any interest in or to Company intellectual property of any kind, including without limitation any subject matter that is patented or patentable, copyrighted (registered or unregistered), constitutes a trade secret or Company know how, or any other legally protectible technology, item of information, product, interest or process capable of protection as intellectual property anywhere in the world.

7. GENERAL.

7.1. INDEPENDENT CONTRACTORS. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement or use of the Services. Neither party shall have any authority to contract for or bind the other party in any manner whatsoever.

7.2. PURCHASE ORDERS. Subject to Section 2.1, this Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in, Customer’s confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing. No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on Company unless in writing and signed by a duly authorized representative of the Company.

7.3. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF 811SPOTTER AND ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES (INCLUDING LANTERN DATA SYSTEMS, LLC), AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO CUSTOMER’S DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT, DURING THE IMMEDIATE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED COST SAVINGS EVEN IF ADVISED OF THE POSSIBILITY OF SAME OR SAME WERE REASONABLY FORESEEABLE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CUSTOMER ACKNOWLEDGES THAT THE FEES FAIRLY REFLECT THIS ALLOCATION OF RISK AND THAT IN THE ABSENCE OF THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION, THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE ECONOMIC TERMS OF THIS AGREEMENT, WOULD BE SUBSTANTIALLY DIFFERENT.

NOTHING IN THIS SECTION SHALL LIMIT 811SPOTTER’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY ITS NEGLIGENCE IN THOSE JURISDICTIONS IN WHICH SUCH LIMITATIONS ARE NOT ENFORCEABLE.

7.4. LOCAL USE DECISIONS. Company will not provide Customer with any legal advice regarding compliance with data privacy or other relevant laws, rules or regulations in the jurisdictions in which Customer uses the Application (“Laws”). The parties acknowledge and agree that not all features, functions and capabilities of the Application may be used in all jurisdictions and Customer recognizes that certain features, functions and capabilities may need to be configured differently or not used in certain jurisdictions in order to comply with applicable local law, and in certain jurisdictions consents may need to be obtained from individuals submitting data via the Application as to the intended purpose, storage, distribution, access and use of the data submitted (“Local Use Decisions”). Customer is responsible for Local Use Decisions and Company disclaims all liability for Local Use Decisions.

7.5. ELECTRONIC SIGNATURES. The words “execute,” “execution,” “signed”, “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures, including photographs of electronic signatures, sent via text and/or email, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other state law as based on the Uniform Electronic Transactions Act.

7.6. ASSIGNMENT. This Agreement shall not be assigned by any party without the prior written consent of the other party, except in connection with a Change of Control in such party; provided, however, that the either party may assign, distribute or otherwise transfer its rights and obligations hereunder to any one or more of its Affiliates, which permitted assignment shall not relieve the assignor of any of its liabilities or obligations hereunder. Each party shall use commercially reasonable efforts to provide notice to the other of any Change of Control least thirty (30) days prior to the anticipated closing date of such change in control. A “Change of Control” shall comprise a transfer of ownership of fifty percent (50%) of the voting stock or voting power of such party or the sale of all or substantially all of the assets of such party. Any assignment contrary to the provisions of this Agreement shall be deemed a default under the Agreement, allowing the non-defaulting Parties to exercise any available remedies.

7.7. ATTORNEYS’ FEES. If the services of an attorney are required to secure the performance of this Agreement or otherwise upon the breach or default of this Agreement, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation thereto, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, expert witness fees, accountant and consultant fees and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.