AIMLOGIC MASTER SERVICE

AIMLOGIC MASTER SERVICE AGREEMENT

This AimLogic Master Service Agreement (the “Agreement“) is entered into by and between SB Cap, Inc., dba AimLogic, a California Corporation (“AIMLOGIC”) and Client, as defined in the concurrently executed Service Order.  AIMLOGIC and Client are referred to herein collectively as the “Parties” and each singularly as a “Party”.  This agreement is effective as of the date of the last signature on the accompanying Service Order (the “Effective Date”).

Whereas, AIMLOGIC is in the business of developing and selling a wide range of digital products and services, which are described on the individual pages for each service, accessible at https://aimlogic.com, including, but not limited to, ConquestLOGIC, StealthLOGIC, VisitorLOGIC, LeadLOGIC, and SocialLOGIC (the “Products” and “Services”):

Whereas, Client is in the business of providing services or products to their customers (each a “Customer“); Whereas, Client desires to market services or products to the general public (each a “Prospective Customer“); Whereas, AIMLOGIC desires to appoint Clients as a User of the Products and Services to their Prospective Customers,

Now, therefore, in consideration of the above declarations and the mutual covenants and conditions set forth herein, and other good and valuable considerations, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. APPOINTMENT. AIMLOGIC hereby appoints Client as an authorized user (“User”) of its Products and Services for the use and benefit of Client. Except as expressly set forth herein, AIMLOGIC shall have no responsibility with respect to any of Client’s Customers.

2. SERVICE ORDERS;
   1. Service Orders. The procedure for ordering Products and Services pursuant to this Agreement shall be as follows: AIMLOGIC shall prepare an order setting forth in detail the products and services to be ordered (“Order”). Upon receipt of an Order of Product and Services, the Client shall place a service order (“Service Order(s)“) in accordance with the terms and conditions of this Agreement. Service Orders must be submitted to AIMLOGIC by Client and shall specify: (i) the product, service, programs, and quantity being ordered; and (ii) a receipt The Parties agree that the terms and conditions of any Service Order shall be governed by the terms and conditions of this Agreement and that the Service Order is expressly incorporated in this Agreement. In the event of a conflict between the terms of this Agreement and an Order or Service Order, this Agreement shall govern.
   2. Acceptance of Service Order. Service Orders delivered to AIMLOGIC shall be deemed to have been accepted by and binding upon AIMLOGIC, unless AIMLOGIC advises Client in writing of a rejection of a Service Order, in whole or in part, within five business (5) days of its delivery. Notwithstanding the foregoing, AIMLOGIC reserves the right to refuse, cancel, or delay any Service Order placed by Client and accepted by AIMLOGIC when Client is delinquent in payments for more than thirty (45) days or when Client has failed to perform any material obligation under this Agreement. In the event AIMLOGIC is unable to fill any Service Order due to circumstances outside of its control, it shall promptly notify Client, and Client shall have the right, in its reasonable discretion, to cancel the subject Service Order, and AIMLOGIC shall return any pre-paid fees to Client.
   3. Invoices and Payment Terms. AIMLOGIC shall send Client invoices via email for the next month’s services, as well as any costs incurred, between the 8^th and 12^th of each month. Client should review the statement carefully and advise AIMLOGIC promptly if Client has any questions about an invoice. If Client fails to dispute a charge within ten (10) days of receiving the invoice, Client will be deemed to have accepted the invoice as All questions, disputes, and objections regarding AIMLOGIC’s Services must be in writing and emailed to AIMLOGIC within ten (10) days of delivery of the invoice.
   4. Payment Options. Unless the Parties agree otherwise, payment in full is due and must be received by AIMLOGIC within 20 days of delivery of the invoice to Client.  Client may pay amounts owing hereunder by (i) credit card; (ii) ACH (e., electronic debit from Client’s bank account); (iii) wire transfer; or (iv) check.  A 3% administrative fee is applied to payments made by any method other than ACH.  Unless Client is in default of its payment obligations under this Agreement, or unless the Parties agree to different payment terms in writing, AIMLOGIC will not change the payment terms herein.
   5. Automatic ACH/Credit Card Payment. Client may choose to pay by automatic ACH or automatic credit card payment on a monthly basis, in which case no security deposit pursuant to Section 2(F) is required.  If Client elects to pay by automatic ACH/credit card payment, unless a timely written objection is received, AIMLOGIC will automatically bill Client’s ACH account or credit card on the following business day following the expiration of Client’s ten-day period to dispute an invoice.  AIMLOGIC will impose a minimum administrative fee of $100 if any payment by Client is returned unpaid.  If at any time, Client does not have an active ACH account or credit card with available funds to pay AIMLOGIC’s invoice(s), Client agrees to immediately pay amounts owed by check or wire transfer.  AIMLOGIC retains its right to terminate Services should client fail to timely pay any invoice.
   6. Security Deposit: If Client does not elect to make payment by automatic ACH or credit card pursuant to Section 2(E), Client agrees to pay AIMLOGIC a security deposit amounting to one month of Client’s contracted services upon execution of the accompanying Service Order. Client’s Deposit will be held by AIMLOGIC until notice of cancellation and credited towards the final billing to Client upon the termination of this Agreement. The Deposit will bear no interest and will not be maintained in a segregated or Client trust account and may be combined with AIMLOGIC’s general funds and The amount of the Deposit does not constitute an estimate or limitation on the total fees and costs to be incurred. AIMLOGIC reserves the right to terminate this Agreement if it determines an increased level of Services requires an increase in the Deposit, and the increased Deposit is not promptly paid by the Client as requested. If this Agreement is terminated, AIMLOGIC will apply the Deposit to all outstanding fees and costs owed and then return the balance to Client.
   7. Prices. The Services and Product pricing will be as set forth within the Service Order submitted by
   8. Taxes. Client shall be responsible for any national, state, or local sales, use, value-added or other tax, tariff, duty, or assessment levied or imposed by the United States, or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon AIMLOGIC’s income and Client must pay directly or reimburse AIMLOGIC for the amount of such sales, use, value-added, or other tax, tariff, duty, or assessment which AIMLOGIC is at any time obligated to pay or collect.
   9. Maintenance and Updates. AIMLOGIC shall provide program, services, pixel maintenance and updates, including bug fixes and error corrections, to Client in accordance with AIMLOGIC’s standard maintenance policies, which AIMLOGIC may change from time to time in the ordinary course of its business (“Maintenance“).
   10. Late Fees; Interest. All amounts owed by Client not paid within thirty (30) days of the invoice delivery date will be subject to a late charge in the amount of ten percent (10%) of the amount owed, which Client agrees represents a reasonable estimate of the damages AIMLOGIC would suffer as a result of such late payment. Further, Client agrees to pay a service charge of one percent (1%) per month on all past due balances.

3. INSTALLATION AND ACCEPTANCE.
   1. AIMLOGIC shall implement Services and Products for use by Client or, at the request of Client, assist Client with the implementation, training, and setup of programs and services for Client.
   2. AIMLOGIC will, upon completion of an executed Service Order, set up the initial welcome call, which will start the installation process. During this meeting, AIMLOGIC will determine the course of action for each campaign, Service, or Product selected, review all terms and conditions of the Agreement, and start the initial ad design development provided Client’s Service or program requires such
   3. AIMLOGIC will request access to Client company logos and creative information, which will fall under section 7A of this Agreement.
   4. AIMLOGIC will ask for read-only access to the Client google analytics This information will be utilized for the optimization of your campaigns and services, along with reviews that will be set up by the Client.
4. ACCESS TO DASHBOARD AND DATA
   1. AIMLOGIC may configure and make its online Dashboard available to Client (the “Dashboard“) for use by Clients. The Dashboard may be white labeled as a Client service provided you are part of our affiliates Client will be required to register on the Dashboard and identify a username and password. AIMLOGIC will provide Client with a username and password.
   2. The AimLogic Pixels may provide certain Information about Client’s website visitors under our VisitorLogic program (“Pixel Information“) to AIMLOGIC will match the Pixel Information with data elements (i.e., personal information) in AIMLOGIC’s database (“Matched Data Elements“). The Matched Data Elements will be provided to Client through the Dashboard, and AIMLOGIC grants Client a license to use such Matched Data Elements solely for Client’s internal business purposes, provided such use is strictly in compliance with applicable laws and regulations. Subject to the terms of this Agreement (including the payment of fees when due), AIMLOGIC will use commercially reasonable efforts to provide the services described in this Section 4. B (the “Services“).
   3. Neither AIMLOGIC nor Client may use the aggregated Matched Data Elements of a Client for any purpose other than to provide the Services. For clarity (and without limiting the foregoing), neither AIMLOGIC nor Client may sell the aggregated Matched Data Elements delivered to Client to any other person, even if such person specifically requests personal information about visitors to such Client’s However, nothing herein prohibits AIMLOGIC from use of the individual data elements in its database to provide Services or otherwise in its business, even if those individual data elements are also incorporated into the Matched Data Elements.
   4. In its agreements with Client employees, Client shall ensure that Employees do not transfer the Matched Data Elements to third parties unless the transfer is solely to provide services to Clients or its affiliates.
   5. Each Party shall notify the other Party in writing as soon as possible and without unreasonable delay after it has either actual or constructive knowledge of an act or breach that may compromise the security, confidentiality, or integrity of any personal information. Notification may be delayed as required by Such Party will cooperate with law enforcement in accordance with applicable law. Such Party will promptly take appropriate action to mitigate such risk or potential problem at its expense.
5. PROPRIETARY
   1. AIMLOGIC Intellectual Property Rights. AIMLOGIC owns all rights, titles, and interests, as related to all Products and Services offered, including, but not limited to, trademarks and trade secrets embodied in our Patented and Patent-pending algorithms (collectively, “AIMLOGIC Intellectual Property Rights“). Unless expressly granted in this Agreement, Client nor any Customer shall not acquire, and shall not claim, any right, title, or interest in any AIMLOGIC Intellectual Property Rights. Client shall not reverse engineer or otherwise use AIMLOGIC’s technologies or the AIMLOGIC Intellectual Property Rights to create any product or service which is competitive with AIMLOGIC’s products and services. Breach of this section would materially damage and cause irreparable harm to AIMLOGIC; therefore, AIMLOGIC shall be entitled to injunctive relief, including without limitation specific performance, to remedy or prevent the breach of threatened breach of this section, without the obligation to post a bond and in addition to any other remedy available at law or equity.
   2. Client Intellectual Property Rights. AIMLOGIC acknowledges and agrees that all intellectual property rights owned by Client prior to entering into this Agreement and during the Term are the sole and exclusive property of Client. AIMLOGIC shall not acquire any right, title, or interest under this Agreement in any patent, copyright, trademark, or other intellectual property rights of any kind of Client. No implied license, patent, copyright, or other intellectual property rights of Client is granted under this Agreement or otherwise.
6. LICENSE. Subject to the terms and conditions of this Agreement, during the Term, AIMLOGIC hereby grants to Client access to Products and Services provided by Affiliates will have the limited ability of a non-exclusive and non-transferable license to sell, offer to sell, sub-license, license, and distribute products and services to Customers. The license grant herein shall terminate upon termination of this Agreement.
7. CONFIDENTIAL
   1. Confidential Information.
      1. The Parties acknowledge and agree that during the Term, each may receive Confidential Information from the other Party. “Confidential Information” shall mean, with respect to a Party, all information which: (i) gives that Party some competitive business advantage or the opportunity of obtaining such advantage, or the disclosure of which could be detrimental to the interests of that Party; or (ii) which is (A) marked “Confidential” or “Proprietary” or another similar marketing, (B) known by the Parties to be considered confidential or proprietary, or (C) should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the Client Confidential Information includes all Client Prospective Customers’ data and data of Prospective Customers and visitors of Customers’ websites. AIMLOGIC Confidential information includes all Products and Services provided.
      2. Confidential Information does not include information to the extent that such information: (i) is generally known to the public by any means other than a breach of the obligations of a receiving Party; (ii) was previously known to the receiving Party as evidenced by its written records; (iii) is rightly received by the receiving Party from a third party, not under an obligation of confidentiality; or (iv) is independently developed by the receiving Party without reference to or use of the other Party’s Confidential Information.
      3. Some programs provided will include a provision of protection for website conquering; if the website conquering product is selected as the Client’s campaign option, then additional protections are allotted to the Client. AIMLOGIC will not release any information on website conquest activity to any organization outside of AIMLOGIC and Client’s activity will fall under section 7A of this Agreement.
   2. Use of Confidential Information; Standard of Care. The receiving Party shall maintain the Confidential Information in confidence and disclose the Confidential Information only to its employees, consultants, and agents, including independent contractors and third-party outsourcers who have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the Parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement, or otherwise as necessary to perform this Agreement. The receiving Party shall protect Confidential Information by using the same degree of care as receiving Party uses to protect its own information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information. The receiving Party agrees not to use the disclosing Party’s Confidential Information for its own purpose or for the benefit of any third party without the prior written approval of the disclosing Party. The receiving Party shall promptly return or certify the destruction of all copies of Confidential Information upon request by the disclosing Party or upon the expiration or earlier termination of this Agreement.
   3. Equitable Relief. The receiving Party hereby agrees and acknowledges that any breach or threatened breach of this Agreement regarding the treatment of Confidential Information may result in irreparable harm to the disclosing Party for which there may be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such an event, the disclosing Party shall be entitled to seek an injunction, without bond, preventing any further breach of this Agreement by the receiving Party.
8. NON-SOLICITATION OF CUSTOMERS. For those under an Affiliate Agreement and for a period of 30 days from the date of termination, AIMLOGIC agrees that it shall not call upon or solicit any Customer who is or was serviced in whole or in part by Client with the intent of selling or attempting to sell or provide products or services related to AIMLOGIC. In the event the affiliate violates any terms of this Agreement, the right of non-solicitation will be voided.
9. INSURANCE. During the Term, each Party shall maintain Commercial General Liability Insurance with a minimum limit of not less than $1 million per occurrence and Cyber Liability Insurance with a minimum limit of not less than $1 million per occurrence. Each Party shall provide the other Party with thirty (30) days’ prior written notice of any change or cancellation in any applicable insurance policies.
10. 1. Compliance with Laws.
       1. AIMLOGIC represents and warrants that, at the time of installation, and so long as there is an active Service Order, each item of Product and Service will comply with all applicable federal and state laws, rules, regulations, and standards.
       2. Each Party represents and warrants that it has complied with and will always comply with all applicable laws regarding the collection, retention, use, and protection of Personal Information. “Personal information” in this Agreement means any information that can be used on its own or with other information to identify, contact, or locate an Such information includes but is not limited to the individual’s name, phone number, physical address, email address, credit score, vehicle registration, and location.
    2. General. Each Party represents and warrants to the other Party that: (i) it has the power to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by such Party and is a valid and binding obligation of such Party enforceable in accordance with its terms; and (iii) the execution, delivery, and performance of this Agreement by such Party will not conflict with, result in a breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement or arrangement to which the Party is a party or which is binding upon such Party.
    3. Virus and Programming Limitations. AIMLOGIC represents and warrants that: (i) any Product or Service provided under this Agreement will not, at the time of installation, contain any virus, malware, or any other disabling code installed or inserted by AimLogic; and (ii) during the Term, AIMLOGIC will not install or insert any virus, malware, or any other disabling code or take any action which would permit AIMLOGIC or any third party to interfere with Client’s use of Products or Services or Client’s
    4. 1. THE LIMITED WARRANTIES REFERRED TO IN THIS SECTION 10 ARE THE ONLY WARRANTIES, EXPRESS OR IMPLIED, THAT AIMLOGIC MAKES WITH RESPECT TO THE PRODUCTS AND SERVICES. AIMLOGIC SPECIFICALLY DISCLAIMS ALL OTHER IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
       2. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS AND THE SERVICES ARE PROVIDED “AS-IS” AND WITH ALL AIMLOGIC DOES NOT WARRANT THAT THE MATCHED DATA ELEMENTS ARE ACCURATE OR THAT THE PIXEL INFORMATION WILL RETURN ANY MATCHED DATA ELEMENTS.
    5. 1. General Indemnification. Client and its Affiliates agree to indemnify, hold harmless and defend AIMLOGIC, its officers, directors, employees, agents, and third-party suppliers or affiliates, at Client’s expense, against any and all third-party claims, actions, proceedings, and suits brought against AIMLOGIC or any of its officers, directors, employees, agents, third-party suppliers or affiliates, and pay all related liabilities, damages, settlements, penalties, fines, cosets or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by AIMLOGIC or any of its officers, directors, employees, agents, third-party suppliers or affiliates, arising out of relating to: 1) Client or its affiliate’s breach of any term or condition of this Agreement, including any representations and warranties; 2) Client or its affiliate’s fraudulent or malicious use of the Services; 3) Client or its affiliate’s violation of any contractual rights or tort rights of any third party; or 4) Client or its affiliate’s violation of applicable laws, rules, or regulations in connection with the Services.
       2. IP Infringement. If an injunction is obtained against Client for the use of Products or Services by reason of an infringement against a third party’s intellectual property rights, or if such a third-party claim causes Client’s use of the Product or Service to be materially endangered or disrupted (in AIMLOGIC’s reasonable discretion), AIMLOGIC will: (i) replace the Product or Service, without additional charge, with an equally suitable, compatible, functionally equivalent, and non-infringing product; (ii) modify the Product or Service to avoid the infringement while maintaining the equivalent functionality; (iii) obtain a license for Client to continue to use the Product or Service consistent with the license granted hereunder and pay for any additional fee(s) required for such license; or (iv) if none of the foregoing alternatives are commercially feasible despite AIMLOGIC’s reasonable efforts, AIMLOGIC may terminate the license and grant a refund to Client of all fees paid under this Agreement amortized over 30 day period on a straight-line basis. This Section 11 is the Client’s sole and exclusive remedy in the event of a claim of infringement of a third party’s intellectual property
    6. LIMITATION OF
       1. NEITHER AIMLOGIC, NOR ANY OF ITS THIRD PARTY SUPPLIERS, WILL BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL), OR PUNITIVE DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION OR OTHERWISE.
       2. AIMLOGIC’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: 1) ANY FEES PAID TO AIMLOGIC PURSUANT TO THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR 2) $1,000.00. THE EXISTENCE OF ONE OR MORE CLAIMS DOES NOT INCREASE AIMLOGIC’S LIABILITY.
    7. THIRD PARTY REFERRALS.
       1. Client, on behalf of itself and its affiliates, hereby: (a) consents to AIMLOGICs and its affiliates’ affiliation with Third-Party Referral Sources as a source of Third Party Referrals; and (b) acknowledges and agrees that AIMLOGIC may accept Third-Party Referrals from Third Party Referral Sources, without any liability or duty to inquire whether such Third Party Referrals violate or result in a breach by any of the Third Party Referral Sources of any Third Party Restrictions to which any of the Third Party Referral Sources are subject. Acceptance by AimLogic of any Third Party Referral is expressly conditioned upon and subject to the release by Client or Affiliate of any liability or duty of inquiry by AimLogic to any of the Third Party Referral Sources or Client or Affiliate regarding possible breaches of any non-competition or non-solicitation obligations which may be owed by the Third Party Referral Sources arising from or relating to any of the Third Party Referrals (collectively, “Third Party Restrictions”).
    8. The initial term of this Agreement is sixty days from Client’s execution of the accompanying Service Order (the “Initial Term”).

15. 1. Termination for Breach. If either Party believes the other to be in breach of this Agreement, said Party shall issue notice to cure the breach within 30 days of notice of the breach. Such termination shall be effective immediately and automatically upon the expiration of the applicable 30 day notice period without further notice or action by either Party should the breach not be cured during the notice timeframe. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
    2. Termination for Convenience. Parties may choose to cancel this Agreement or any Service Order by providing written notice of cancellation. The notice will take effect 60 days after receiving notification on the last day of the month. Notice of cancellation will be effective on the last day of the month in which the 60-day notice Example: Notice given 01/22 would be seen as an effective cancellation date of 3/31.
    3. Program Adjustment. Depending on the structure of Client’s campaign, Client may have the option to reduce its spending within its To initiate such a request, Client must provide written notice via email to the AimLogic VP of Operations, at sbiondo@aimlogic.com, and this request must be received at least 30 days prior to the first day of the following month for it to take effect.
    4. Pause of Services. Any pausing of Client’s Services will act as a termination for convenience pursuant to Section 15(B), except that if Client reinitiates Services within nine months of Client’s pause/termination of Services, AIMLOGIC will apply any amounts incurred pursuant to Section 15(B) as a credit to Client’s continued Services after reinitiating Services. For example, if Client gives notice of its desire to pause/terminate services on May 15 for the month beginning June 1, AIMLOGIC will hold the 60-day cancellation invoiced amounts pursuant to Section 15(B) for June and July as a credit.  If Client reinitiates services by March 1 (e., within nine months of its pause/termination of Services), AIMLOGIC will apply the 60-day cancellation invoiced amounts pursuant to Section 15(B) as a credit for Client’s ongoing Services.  If Client does not reinitiate services within nine months, the 60-day credit will be forfeited.
16. GENERAL
    1. Independent Contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents, with the exception to an accompanying affiliates agreement. Neither AIMLOGIC nor Client has the authority to bind the other, incur any liability, or otherwise act on behalf of the Each Party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), worker compensation, and all other employment benefits.
    2. Assignment. Except as set forth herein, no Client may assign this Agreement or the obligations contained herein, nor may that Client delegate its duties except upon receipt of the other Party’s written approval. Only AIMLOGIC may, however, without such prior written consent, assign and delegate this Agreement to: (i) such Party’s Affiliate; (ii) a successor resulting from a sale of all or substantially all such Party’s assets; or (iii) a successor resulting from a reorganization (including in bankruptcy) or a merger with another entity.
    3. Notices. Unless otherwise agreed to by the Parties, all notices shall be deemed effective when received and made in writing by either (i) registered mail, (ii) certified mail, return receipt requested, (iii) overnight mail, or (iv) email, addressed to the Party to be notified at the following address or to such other address as such Party shall specify by like notice hereunder:

SB Cap. Inc.

4944 Cass Street

Suite 910

San Diego, CA 92109

invoice@aimlogic.com

Either Party, by written notice to the other pursuant to this Section 15(C) may change its address or designees for receiving such notices.

1. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on Account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter (Force Majeure Event”). Each Party shall immediately notify the other party of the occurrence of such Force Majeure Event (describing the circumstances causing such failure or delay of performance to a reasonable level of detail and giving an estimate of when performance will recommence and shall perform (or recommence performing) its obligations as soon as, and to the extent, reasonably possible, including through the use of alternative sources, workarounds, and plans. Each Party should use reasonable efforts to notify the other Party of the occurrence of such an event within three (3) business days of its occurrence.
2. Arbitration; Governing Law; Venue. Any claim, dispute, or controversy of whatever nature (“Claim”) arising out of or relating to this Agreement or Client’s use of Products or Services shall be resolved by final and binding arbitration. The arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the San Diego, California office of JAMS in accordance with its then-existing Comprehensive Arbitration Rules & Procedures.  The arbitration hearing shall be held in San Diego, California.  This Agreement shall be governed by and construed under the laws of the state of California, consistent with the Federal Arbitration Act, without reference to its conflict of law principles.  The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive damages.  Each party shall bear its own attorneys’ fees and costs arising out of arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS.  Judgment on the award may be entered by any court of competent jurisdiction in California.  By agreeing to this arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence. 
3. Survival. The provisions of this Agreement which by their sense and context, should survive any termination of expiration of this Agreement, including, without limitation, Sections 4(C), 5, 7, 8, 10, 11, 12, and 15 shall so survive.
4. Authorized Signatories. It is agreed and warranted by Client that the individual signing this Agreement on behalf of Client is authorized to execute this Agreement. No further proof of authorization shall be required.
5. Consent to Agreement. Client acknowledges that signing the accompanying Service Order(s) constitutes consent to this Agreement, including agreement to all terms and conditions set forth herein.
6. Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
7. Third-Party Beneficiaries. No third parties shall have any right to enforce any provision of this Agreement, even if it is indirectly benefited by it.
8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without the necessity of production of the others.
9. Entire Agreement; Modification; Waiver. This Agreement is the entire Agreement between the Parties with respect to the subject matter and supersedes any prior agreement or communications between the Parties, whether written or oral. This Agreement may be modified only by a written amendment signed by an authorized representative of Client on the one hand, and Scott Biondo of AIMLOGIC on the other hand. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by Scott Biondo. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision or impairment of its right to enforce such provision thereafter.