Service Agreement

Curri Platform Service Agreement

This Curri Platform Service Agreement (this "Agreement"), is effective as of the date (the "Effective Date") specified on the order form to which this Agreement is attached (the “Order Form”), and between Curri Inc. (“Provider”) and the customer indicated on the Order Form to which this Agreement is attached ("Customer). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." 

WHEREAS, Customer has, from time to time, used Delivery Services provided through Curri’s web-based and mobile-based applications and technology platform (the “Curri Platform”) pursuant to the Curri Terms of Service available at https://www.curri.com/terms/terms-of-service and/or pursuant to such other terms as the Parties may have established through written agreement (collectively the “Curri Terms of Service”); 

WHEREAS, capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Order Form and/or the Curri Terms of Service;

WHEREAS, in addition to Delivery Services, Provider offers additional features on the Curri Platform, including the Platform Features; and

WHEREAS, Customer desires to access the Platform Features, and Provider desires to provide Customer access to the Platform Features, subject to the terms and conditions of the Order Form and this Agreement.

NOW, THEREFORE, the Parties agree as follows:

  1. Definitions.
  1. "Aggregated Statistics" means data and information related to Customer's use of the Platform Features that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform Features.
  2. "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Platform Features under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Platform Features has been provided to their Curri Platform user account.
  3. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform Features. 
  4. "Documentation" means Provider's user manuals, handbooks, and guides relating to the Platform Features provided by Provider to Customer either electronically or in hard copy form, or any other end user documentation relating to the Platform Features available on Provider’s website or web-based or mobile application.
  5. "Provider IP" means the Platform Features, the Documentation, and any and all intellectual property created through the performance of the Platform Features or  provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes all work product created in connection with any implementation and integration work described in the Order Form along with all Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Platform Features, but does not include Customer Data.
  6. "Platform Features" means the software-as-a-service carrier management and route planning service offerings ordered by Customer in the Order Form. 
  1. Access and Use. 
  1. Provision of Access. Subject to and conditioned on Customer's payment of all Fees and compliance with all the terms and conditions of this Agreement, Provider hereby grants Customer a revocable, non-exclusive, non-transferable right to access and use the Platform Features during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Platform Features. The total number of Authorized Users will not exceed the number of Customer personnel for whom Curri has provided access through their individual user account on the Curri Platform, which amount may be increased or decreased at any time upon Customer’s reasonable request. 
  2. Feature Specific Service Terms: The following terms apply to Customer’s use of specific services under the Order Form, as indicated below: 
  1. Route Planner. Customer’s license to use Route Planner Platform Features is limited to the number of vehicles indicated on the Order Form. If Customer wishes to use the Platform Features for additional vehicles, Customer may contact Provider to amend the Order Form by mutual written agreement and increase the number of vehicles included in Customer’s license. An additional fee for such vehicles will apply at the rate specified in the Order Form (unless otherwise agreed by the Parties). If Customer uses the Platform Features for additional vehicles in excess of the number authorized on the Order Form without Provider’s express written authorization, additional fees for such use will apply, determined in Provider’s reasonable discretion. Provider may, at any time, review Customer’s use of the Platform Features to determine if Customer is using the Platform Features for vehicles in excess of Customer’s license. Customer will fully cooperate with any such review in all respects. For the avoidance of doubt, Customer’s use of the Platform Features for multiple, simultaneously operating vehicle routes in excess of the number of vehicles on Customer’s license will be definitive proof that Customer has used the license for vehicles in excess of its license.
  2. Carrier Management System. Curri’s Carrier Management System enables Customer to have specific motor carriers, couriers and other delivery service providers and Deliverers (collectively “Customer Deliverers”) onboarded for use on the Curri Platform, with certain enhanced manual selection capabilities and Customer-specific rates enabled for Customer with respect to such Customer Deliverers. Provider does not guarantee the availability of any such Customer Deliverers, any specific fees such Customer Deliverers may charge Customer, or that any such Customer Deliverers will cooperate with Customer and Provider and use the Curri Platform. As between Customer and Provider, and between Provider and the Customer Deliverers described in this Section, all Delivery Services performed by Customer Deliverers will be subject to, and governed by the Curri Terms of Service, along with any other agreements entered into between Provider and each Customer Deliverer; notwithstanding the foregoing however, Delivery Services performed by Customer Deliverers may be subject to any additional Customer Deliverer terms that have been agreed to by Customer, and Provider disclaims any and all obligations and liability with respect to any such terms.    
  3. Curri Deliverer Services. For the avoidance of doubt, and notwithstanding any other provision of this Agreement, all Delivery Services performed for Customer through the Curri Platform using Deliverers other than the Customer Deliverers will remain subject exclusively to the Curri Terms of Service, and not the terms of this Agreement or the Order Form. 
  1. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a revocable, non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Platform Features.
  2. Use Restrictions. Customer shall not use the Platform Features for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Platform Features or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform Features or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform Features, in whole or in part; (iv) remove any proprietary notices from the Platform Features or Documentation; or (v) use the Platform Features or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  3. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
  4. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Platform Features if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Platform Features to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Platform Features; or (iii) in accordance with Section 4(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform Features following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Platform Features as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 
  5.  Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Platform Features and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Platform Features. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information. 
  1. Customer Responsibilities. Customer is responsible and liable for all uses of the Platform Features and Documentation resulting from access provided to Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Platform Features, and shall cause Authorized Users to comply with such provisions. 
  2. Fees and Payment. 
  1. Fees. Customer shall pay Provider fees ("Fees") as set forth in the Order Form without offset or deduction, in addition to paying any fees owed for the performance of Delivery Services by Deliverers (such Deliverer fees will be billed to Customer by Provider based upon fees quoted to Customer on the Platform (subject to adjustment pursuant to the Terms), provided that if a Customer Deliverer does not work with Provider to settle payments with Customer and instead bills Customer directly for Delivery Services, Customer will be liable to such Customer Deliverer directly for such fees. Customer shall make all payments hereunder in US dollars on or before the due date specified in the Order Form. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) Provider may suspend Customer's and its Authorized Users' access to any portion or all of the Platform Features until such amounts are paid in full.
  2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.
  1. Confidential Information. From time to time during the Agreement Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years after the termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  2. Intellectual Property Ownership; Feedback. 
  1. Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
  2. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Platform Features to Customer , and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
  3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use or ignore such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
  1. Warranty Disclaimer. 
  1. THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER PLATFORM FEATURES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 
  1. Indemnification. 
  1. Provider Indemnification. 
  1. Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Platform Features, or any use of the Platform Features in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim. 
  2. If a Third Party-Claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Platform Features, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. 
  3. This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Platform Features in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Platform Features not made by Provider; or (C) Customer Data. 
  1. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Platform Features in a manner not authorized by this Agreement; (iii) use of the Platform Features in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Platform Features not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 
  2. Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM FEATURES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 8 EXCEED $250,000.
  1. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR PLATFORM FEATURES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED 2 TIMES THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 2 YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
  2. Term and Termination. 
  1. Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until the expiration or termination of the Order Form (the "Agreement Term"). 
  2. Termination. In addition to any other express termination right set forth in this Agreement:
  1. either Party may terminate this Agreement and the Order Form, effective at the end of the then-current Subscription Term, by providing written notice to the other Party at least 30 days prior to the end of such Subscription Term;
  2. Provider may terminate this Agreement and the Order Form, effective immediately on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder; or (B) breaches any of its obligations under Section 2(c) or 5;
  3. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches an express term of this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
  4. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  1. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under 5, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
  2. Survival. This Section 10(d) and 1, 4, 5, 6, 7, 8, 9, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  1. Miscellaneous. 
  1. Entire Agreement. This Agreement, together with the Order Form, the Curri Terms of Service, and any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the Order Form, and the Curri Terms of Service, the following order of precedence governs: (i) first, the Order Form; (ii) second, this Agreement; and (iii) third, the Curri Terms of Service.
  2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid).
  3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
  4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder must be instituted exclusively in the courts of the State of California located in the County of Ventura or the federal district court encompassing the same, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
  8. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Platform Features or any Customer Data outside the US. 
  9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 
  10. Effective Upon Execution of Order Form. This Agreement shall become effective between the parties upon their mutual execution of the Order Form.