This motivationWorks License Agreement (“Agreement”) is by and between Immersyve, Inc., a Delaware corporation (“Immersyve”), and the person clicking “I agree” to accept and enter into this Agreement (“Customer”). The effective date (“Effective Date”) of this Agreement is the date Customer clicks “I agree” to accept and enter into this Agreement. Immersyve and Customer may each be referred to as a “Party” and collectively as the “Parties” to this Agreement.

WHEREAS, Immersyve is the owner and operator of motivationWorks, a proprietary software platform designed to evaluate and promote employee engagement (“Licensed Platform”), and a provider of related professional and support services; and

WHEREAS, Immersyve desires to grant access to such Licensed Platform to Customer, pursuant to the terms and conditions herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. LICENSE TO CUSTOMER.
   1. Input Form. Customer shall specify whether he or she is entering this Agreement as a manager of other personnel or for personal/individual use. If Customer enters this Agreement as a manager of other personnel, Customer shall complete an input form (“Input Form”) that accurately sets forth: (i) the named individuals who Customer manages and will invite to use the Licensed Platform and (ii) those individuals’ email addresses (collectively “Personnel Data”). If Customer enters this Agreement for personal/individual use, Customer’s name and email address shall be used by the Licensed Platform and deemed Personnel Data. The individuals who Customer manages and invites to use the Licensed Platform, as well as Customer if Customer enters this Agreement for personal/individual use, are referred to herein as “Permitted Users”. Customer will only supply Immersyve with Personnel Data in compliance with the terms and conditions of this Agreement.
   2. Licensed Platform. Subject to Customer’s compliance with the terms and conditions of this Agreement, Immersyve hereby grants to Customer a non-exclusive, limited, revocable, non-sublicensable, non-transferable license during the Term (defined below) to allow its Permitted Users to access and use the Licensed Platform solely for Customer’s internal, nonpublic business purposes. Customer may not provide access to the Licensed Platform to any third party or any individual or entity who is not a Permitted User without first obtaining Immersyve’s prior written consent in each instance, to be granted or withheld in Immersyve’s sole discretion.
   3. Licensed Platform Restrictions. Customer may not, nor may Customer permit any third party to: (a) copy the Licensed Platform or any component thereof; (b) copy, modify, translate, or otherwise create derivative works of the Licensed Platform; (c) disassemble, decompile, or reverse engineer the Licensed Platform or any component thereof, including without limitation in object code or source code format; (d) bypass or breach any security device or protection used by the Licensed Platform, or access the Licensed Platform using any methods other than those permitted under this Agreement; (e) use or access the Licensed Platform in any way or for any purpose which violates any applicable law or regulation; (f) damage, destroy, disrupt, disable, interfere with or otherwise impede or harm the Licensed Platform or any of Immersyve’s systems or network infrastructure involved in the hosting and provision thereof; (g) remove, delete, alter, or obscure any trademarks, specifications, documentation, warranties, disclaimers, or intellectual property or proprietary rights notices from the Licensed Platform; or (h) upload or otherwise introduce to the Licensed Platform any virus, disabling device, or other harmful or malicious software code, tool, or application.
   4. Testing Restrictions. Customer will not utilize any software, hardware, or other tool to scan or monitor the Licensed Platform or Immersyve’s servers for the purpose of measuring or analyzing uptime, operating systems, virtual environments, or other installed applications, including without limitation for stress testing, load testing, or performance benchmarking.
   5. Suspension. Immersyve reserves the right to suspend, limit, or terminate Customer’s access to the Licensed Platform: (a) immediately upon Immersyve’s determination of any actual or suspected breach of this Agreement or violation of any applicable law or regulation by Customer; or (b) upon written notice to Customer if Immersyve reasonably determines that its continued provision of such access would be in violation of any applicable law or regulation or otherwise expose either Party to the risk of liability from a third party claim brought in connection with such access. Such suspension, limitation, or termination shall be in addition and without prejudice to any remedy available to Immersyve at law or in equity in the event of Customer’s breach of this Agreement.
   6. Updates and Upgrades. During the Term, Immersyve may, in its sole discretion, provide bug fixes, error corrections, patches, or other improvements to the Licensed Platform that do not significantly change its core functions or features (collectively, “Updates”). Once made available to Customer, Updates will be deemed part of the Licensed Platform under this Agreement. Notwithstanding the foregoing, Immersyve may release new versions, add-ons, or other improvements to the Licensed Platform which significantly change its core functions or features (collectively, “Upgrades”). Upgrades are not automatically included in the license provided under this Section, and Immersyve reserves the right to charge additional fees and/or require a separate purchase of any Upgrade.
2. SERVICES.

In addition to the foregoing licenses, Immersyve may perform professional and support services (“Services”) if and to the extent separately agreed in a writing signed by both Parties.

3. DATA.
   1. Immersyve Data. In the course of its provision of the license and Services set forth hereunder, Immersyve may make available to Customer certain of its proprietary data, including without limitation as may be displayed or otherwise accessible in the Licensed Platform (“Immersyve Data”). Customer acknowledges that as between the Parties, Immersyve and/or its licensor(s) are the sole owner of all ownership rights, title, and interest in and to the Immersyve Data, and nothing in this Agreement shall constitute or be construed as any sale, assignment, or other transfer of any proprietary interest thereto, including without limitation any intellectual property interest therein. For avoidance of doubt, Immersyve Data is Immersyve’s Confidential Information for purposes of Section 8.
   2. License to Immersyve Data. Subject to Customer’s compliance with the terms and conditions of this Agreement, Immersyve hereby grants to Customer a non-exclusive, limited, revocable, non-sublicensable, non-transferable license during the Term to use the Immersyve Data solely in connection with Customer’s internal, nonpublic purposes. Notwithstanding the foregoing, Customer may not publish, distribute, disclose, display, or otherwise provide any Immersyve Data or any portion, element, or derivation thereof to any third party without first obtaining Immersyve’s prior written consent, to be granted or withheld in Immersyve’s sole discretion.
   3. Customer Data. In the course of its permitted access to and use of the Licensed Platform and receipt of Services hereunder, Customer may make available to Immersyve certain of its pre-existing proprietary data, including without limitation as may be submitted or uploaded to the Licensed Platform (“Customer Data”). For avoidance of doubt, Customer Data is Customer’s Confidential Information for purposes of Section 7.
   4. License to Customer Data. Customer hereby grants to Immersyve a non-exclusive, fully sublicensable, royalty-free right and license to use the Customer Data in connection with the performance of its respective obligations and exercise of its respective rights set forth hereunder. Separate from and in addition to the foregoing, Customer further grants to Immersyve the irrevocable, perpetual, fully sublicensable, royalty-free right and license to use such Customer Data in an anonymized, aggregated, de-identified format for any of Immersyve’s internal or external, commercial or non-commercial business purposes, including without limitation for purposes of product improvements, analytics, research, and benchmarking of the Licensed Platform, such license to survive the termination or expiration of this Agreement for any reason.
   5. Lawful Collection, Use, and Transfer. Customer represents and warrants that: (i) Customer is in lawful possession of all of the Customer Data and Personnel Data collected, used, and transferred to or shared with Immersyve pursuant this Agreement, including without limitation any Customer Data uploaded or submitted to the Licensed Platform; (ii) the collection, use, and transfer or sharing of such Customer Data and/or Personnel Data does not violate any applicable law or regulation, including without limitation any law or regulation governing data privacy or information security, or contravene any other legally enforceable agreement, terms of use, or any data privacy representations made by Customer to Immersyve or any third party; and (iii) Customer has obtained all permissions, consents, releases or other rights necessary to collect, use, transfer to or share the Customer Data and Personnel Data with Immersyve as contemplated hereunder. Notwithstanding any other provision of this Agreement, Immersyve shall not provide to Customer any survey results or other Personnel Data provided by personnel in a manner that identifies the personnel providing information to Immersyve unless such disclosure is necessary for a legal, law enforcement, or regulatory purpose.
4. FEES.
   1. Payment Waived. The fees for the licenses granted hereunder (“Fees”) are waived by Immersyve, subject to Customer’s full compliance with its obligations under this Agreement. Fees for Services shall be set forth in a separate agreement signed by both Parties.
   2. Taxes. All Fees are exclusive of any sales tax or other tax (if any) applicable thereto, and Customer shall be responsible for all taxes applicable to its receipt of license or Services hereunder. Customer shall indemnify, defend, and hold harmless Immersyve from any loss, damage, or liability arising from to Customer’s non-payment of taxes applicable to its receipt of license or Services hereunder.
5. PROPRIETARY RIGHTS.
   1. Immersyve Property. Customer acknowledges and agrees that as between the Parties, Immersyve is the sole owner of all ownership rights, title, and interest, including without limitation any and all associated intellectual property rights, in and to any ideas, concepts, know-how, documentation, techniques, work product, or other proprietary materials that Immersyve provides, discloses, or makes available under this Agreement, including without limitation the Licensed Platform and any modifications and developments thereto or derivative works thereof, and all other results or proceeds of the Services. Nothing in this Agreement shall constitute or be construed as any sale, assignment, or other transfer of any proprietary interest in or to the Licensed Platform, and Immersyve hereby reserves all rights in the Licensed Platform not expressly granted herein.
   2. No Exclusivity. Customer acknowledges that Immersyve may provide access to the Licensed Platform to third parties and may perform professional and support services for third parties, including without limitation services identical or substantially similar to the Services described herein. Customer agrees that nothing herein will constitute or be construed as preventing or restricting Immersyve from providing or continuing to provide such services. Immersyve shall own any and all general and specific techniques, methodologies, tools, ideas and other know-how gained during the performance of Services hereunder in the furtherance of its own business, and the right to evidence or perfect all other intellectual property rights related thereto.
   3. Feedback. Customer acknowledges that, in the course of its receipt of license or Services hereunder, Customer may provide remarks, suggestions, requests, recommendations, improvements, or comments regarding the Licensed Platform, Services, or other of Immersyve’s business activities or proprietary materials (collectively, “Feedback”). Customer hereby irrevocably assigns, and agrees to assign, to Immersyve all right, title, and interest in or to any and all such Feedback, together with all proprietary rights embodied therein and any and all rights to use, disclose, and otherwise exploit all such Feedback for any and all internal, public, commercial, and non-commercial purposes. Upon Immersyve’s request, Customer shall reasonably cooperate with any effort by Immersyve to evince, memorialize, perfect, or register the foregoing transfer of right and interest, including without limitation the execution and delivery of any documents reasonably required therefor.
   4. Publicity. All uses by either Party of the other Party’s name, trademark, brand, or logo for sales or marketing materials shall require the other Party’s prior written consent in each instance.
6. TERM AND TERMINATION.
   1. Term. The term of this Agreement shall commence as of the Effective Date and continue for one (1) year (“Term”), unless earlier terminated pursuant to this Section.
   2. Termination for Breach. Either Party may terminate this Agreement upon written notice to the other Party in the event of the other Party’s material breach of any of its representations, warranties, or obligations hereunder, said breach remaining uncured for thirty (30) days following the breaching Party’s receipt of notice regarding such breach from the non-breaching Party.
   3. Termination for Insolvency. Either Party may terminate this Agreement upon sixty (60) days’ written notice to the other Party in the event that the other Party becomes insolvent, files or has filed against it a petition for voluntary or involuntary bankruptcy, makes or seeks to make a general assignment for the benefit of its creditors, or applies for or has appointed a receiver, trustee, or custodian to take charge or sell any material portion of its property or business.
   4. Termination for Convenience. Immersyve may terminate this Agreement for its convenience upon five (5) days’ written notice to Customer.
   5. Effect of Termination. Upon the termination or expiration of this Agreement for any reason, except as otherwise expressly set forth hereunder all licenses granted hereunder to the Licensed Platform shall immediately terminate, and Customer shall cease all use of the Licensed Platform and Immersyve Data. Customer shall be responsible to pay all Fees applicable to any Service rendered hereunder up to the effective date of termination or expiration.
7. CONFIDENTIALITY.
   1. Confidential Information. In connection with its performance of its respective obligations hereunder, a Party (as “Disclosing Party”) may disclose or make available to the other Party (as “Receiving Party”) its Confidential Information. “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that is confidential or proprietary to the Disclosing Party, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, which: (i) is marked or labeled as “confidential” or “proprietary;” or (ii) which the Receiving Party should reasonably know to be confidential or proprietary to the Disclosing Party under the circumstances of disclosure. The Licensed Platform is Confidential Information of Immersyve. Confidential Information does not include information that: (A) was rightfully known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (B) becomes generally known by the public without the breach, negligence, or other wrongdoing of the Receiving Party; (C) is rightfully received by the Receiving Party by a third party which is under no obligation of confidentiality with respect to such information; or (D) was independently developed by the Receiving Party without reference to or use of any portion of Confidential Information, as demonstrated by the Receiving Party’s written records.
   2. Restrictions on Use. The Receiving Party may use Confidential Information of the Disclosing Party solely in connection with performance of its obligations or exercise of its rights under the Agreement, and may not copy, reproduce, or modify Confidential Information or disclose Confidential Information to any third party without the Disclosing Party’s express prior written consent. The Receiving Party will exercise at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information as it employs with respect to its own information of a like nature. Immersyve may disclose Confidential Information of Customer to its employees, officers, executives, directors, agents, consultants, and professional advisors who have a demonstrable need to know such Confidential Information in furtherance of its obligations or in connection with the enforcement of its rights under this Agreement.
   3. Compelled Disclosure. If the Receiving Party is ordered, as part of an administrative or judicial proceeding of competent jurisdiction or other operation of applicable law, to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by law: (i) notify the Disclosing Party of such request as promptly as practicable; (ii) cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information; and (iii) disclose only those portions of Confidential Information strictly required for compliance with said order or law.
   4. Return of Confidential Information. As promptly as practicable upon the written request of the Disclosing Party at any time, the Receiving Party shall, at the Disclosing Party’s option, either: (i) return all Confidential Information in its possession or control in any tangible or intangible medium, including any copies or reproductions thereof, to the Disclosing Party, or (ii) destroy all Confidential Information in its possession or control in any tangible or intangible medium, including any copies or reproductions thereof, and deliver a written certification of such destruction to the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may retain Confidential Information (a) to comply with applicable law or regulation, professional standards, or its internal document retention policy, or (b) as part of its automatic electronic archiving and back-up procedures; in either case provided that such Confidential Information so retained may be used solely for nonpublic, non-commercial internal archival and/or compliance purposes and for no other purpose, and shall otherwise remain subject to all of the Receiving Party’s confidentiality obligations under this Section.
   5. Injunctive Relief. The Parties acknowledge that a breach of a Receiving Party’s confidentiality obligations hereunder may cause the Disclosing Party to suffer irreparable harm in amount not easily calculated as money damages. Accordingly, the Parties agree that, in the event of any such actual or threatened breach by the Receiving Party, the Disclosing Party shall have the right to seek preliminary or final injunctive relief to enjoin or restrain the disclosure or use of Confidential Information, in addition and without prejudice to any other remedy available to the Disclosing Party at law or in equity.
8. LIMITATION OF LIABILITY.

IMMERSYVE’S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES, IF ANY, PAID BY CUSTOMER TO IMMERSYVE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE AT WHICH SAID CLAIM OR CAUSE OF ACTION FIRST ACCRUED. IF CUSTOMER HAS PAID NO FEES UNDER THIS AGREEMENT, IMMERSYVE’S TOTAL AGGREGATE LIABILITY SHALL BE US$10.00. EXCEPT FOR ITS RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, OR IN CONNECTION WITH A BREACH OF ITS RESPECTIVE CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, resulting from or in connection with the performance by either Party of their respective obligations under this Agreement, whether foreseeable or not, and even if SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOREOVER, in the event of a dispute arising under or in connection with this agreement, CUSTOMER HEREBY agrees that he or she SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE LITIGATED ON A CLASS OR COLLECTIVE ACTION BASIS OR ON A BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS OR ANY GOVERNMENTAL BODY OR THE PUBLIC.

9. REPRESENTATIONS AND WARRANTIES.
   1. Mutual. Each Party represents and warrants that: (i) it has all right, power, and authority to enter into this Agreement and to perform its obligations and duties set forth hereunder, including the provision of Personnel Data, Customer Information, and Feedback; and (ii) its execution, delivery, and performance of this Agreement does not and will not conflict with, violate, or result in a material breach of any other agreement, judgment, order, stipulation, or decree by which such Party is bound.
   2. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IMMERSYVE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHETHER ARISING FROM STATUTE, CUSTOM, COURSE OF DEALING, OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IMMERSYVE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS REGARDING THE LICENSED PLATFORM AND ANY IMMERSYVE DATA, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. IMMERSYVE DOES NOT WARRANT THAT THE LICENSED PLATFORM OR IMMERSYVE DATA WILL MEET CUSTOMER’S EXPECTATIONS, SPECIFICATIONS, OR REQUIREMENTS.
10. INDEMNIFICATION.
    1. Indemnity. Customer shall indemnify, defend, and hold harmless Immersyve, its affiliates and Subcontractors, and their respective personnel, employees, officers, executives, agents, successors, and assigns (each an “Immersyve Indemnitee” and collectively the “Immersyve Indemnitees”) from and against any and all losses, liabilities, damages, and claims, and all costs and expenses relating to such losses, liabilities, damages and claims (including without limitation reasonable attorney’s fees) (collectively, “Losses”) arising out of or relating to any claim, suit, action, or other legal proceeding (each an “Indemnifiable Claim”) brought in connection with: (i) Customer’s material breach of any of its representations, warranties, or obligations hereunder; (ii) Customer’s gross negligence, willful misconduct, or violation of law; or (iii) Customer’s or any Permitted User’s use of or access to the Licensed Platform.
    2. Procedure. Promptly after receipt by an Immersyve Indemnitee of written notice of the commencement or threatened commencement of an Indemnifiable Claim, Immersyve shall convey written notice of such claim to Customer. However, no failure by Immersyve to so notify Customer will limit or diminish Customer’s indemnification obligations under this Agreement, except to the extent that Customer is materially prejudiced by such failure. Customer will obtain prior written approval from Immersyve in respect of any proposed settlement of any indemnified claims hereunder before entering into any settlement of such claims or otherwise ceasing to defend such claims. Customer’s indemnification obligations under this Section shall survive the termination or expiration of this Agreement for any reason. If Customer is unable or unwilling to participate in the defense of a claim covered by this Section, the Immersyve Indemnitees will have the right to defend the claim in such manner as they may deem appropriate, at Customer’s cost and expense. In such event, Customer will promptly reimburse the Immersyve Indemnitees for all such costs and expenses, demands for which may be made periodically.
11. MISCELLANEOUS.
    1. Force Majeure. Immersyve will not be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including without limitation acts of God, restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority, embargoes, fires, floods, earthquakes, explosions, natural disasters, riots, wars, sabotage, terrorism, pandemic, court injunction or order, and failures or fluctuations in power, heat, light, air conditioning, or telecommunications equipment (each, a “Force Majeure Event”), provided that Immersyve shall provide written notice to Customer of such Force Majeure Event and subsequent failure to perform, if notice is reasonably practicable.
    2. Notices. All notices required under this Agreement must be in writing. Notice will be deemed effective upon receipt after being sent by to the Party’s notice address. Notices to Immersyve shall be sent to: legal@immersyve.com. Notices to Customer shall be sent to the contact email address provided by Customer upon entering this Agreement. A Party may change its notice address hereunder upon written notice to the other Party regarding such change.
    3. Independent Contractors; No Third Party Beneficiaries. The Parties hereto are independent contractors, and nothing in this Agreement shall constitute or be construed as creating a joint venture, partnership, employment relationship, or agency relationship between the Parties. This Agreement for the benefit of the Parties and is not intended to confer any rights or benefits on any third party.
    4. Assignment. Neither Party may assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of the other Party, except that Immersyve may assign its rights and obligations under this Agreement in connection with a transfer or assignment of this Agreement to an affiliate, or through a merger or acquisition in which all or substantially all assets of Immersyve are assigned, transferred, or sold. Any assignment in violation of this provision shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
    5. Entire Agreement; Written Amendment. This Agreement, including the Input Form, constitutes the complete agreement between the Parties with respect to its subject matter, and supersedes any prior or contemporaneous communications, representations, or understandings between the Parties, whether oral or written. The terms and conditions of this Agreement may only be modified by a written instrument signed by a duly authorized representative of each Party.
    6. Advice of Counsel. Each Party has had the opportunity to consult with a lawyer of its own choosing in connection with the negotiation of this Agreement and acknowledges that the other Party cannot provide and has not provided legal advice to it. If an ambiguity or question of intent arises with respect to any provision of this Agreement, the Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement.
    7. Waiver; Severability. No failure or delay by any Party in exercising any right or remedy under this Agreement will operate or be deemed as a waiver of any such right or remedy. Any provision of this Agreement that is held to be unenforceable in any jurisdiction will be ineffective only as to that jurisdiction, and only to the extent of the unenforceability of such provision without invalidating the remaining provisions hereof.
    8. Survival. Sections 6, 7, 8, 10, and 11 of this Agreement, together with any payment obligations incurred pursuant to this Agreement, shall survive the termination or expiration of this Agreement for any reason.
    9. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of New York, without reference to its principles of conflict of laws. The Parties agree that any claim, suit, dispute, or other legal proceeding arising under this Agreement shall be brought exclusively before the state and federal courts sitting in New York County, New York. The Parties hereby expressly and irrevocably submit to the jurisdiction thereof for the resolution of all such claims, suits, disputes, or proceedings, and the Parties expressly and irrevocably waive any objection to the convenience of such venue.

IN WITNESS WHEREOF, Customer has accepted and entered into this Agreement as of the Effective Date by clicking “I agree” to its terms.