MASTER SERVICES AGREEMENT

This Master Services Agreement ("MSA") is concluded by and between Custify and Client (each a ("Party") and collectively the ("Parties"), both as identified and defined below and shall be effective as of Acceptance or as of the date when the last Party signs the Order incorporating it, whichever occurs first ("Effective Date"). The natural person signing or otherwise accepting this Agreement, represents and warrants that they have the capacity to represent the entity identified herein as the Client.

The Agreement is a binding agreement and governs Client’s use of the Services. From the moment Client accesses or uses the Services and/or creates an account with Custify, Client is deemed to have accepted the Agreement and to be bound by it ("Acceptance"). The Services shall not be used, nor accessed unless this Agreement is accepted, valid and enforceable against the Client. When the Agreement will be updated, Custify will modify the date in the footer.

1. DEFINITIONS

Terms with capital letters will have the meaning ascribed to them under this clause or under the remainder of this Agreement.

"Agreement" means this MSA, together with its schedules and/or appendixes, any of their amendments and any other references herein to any other Custify terms and conditions (such as any Orders), and the DPA, and which are included herein by reference, excluding, however any terms and conditions thereof added unilaterally by Client;

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party, where Control means the direct or indirect control of greater than 50% of the voting rights or equity interests of a Party or the power to direct or cause the direction of the management and/or business strategy of that Party.

"Client" means any individual, or a company or organization that has, accesses, or directs the use of, an account with Custify, or is testing or using the Services;

"Client Applications" means any hardware, servers, applications, operating systems, services or other software or computer programs used by the Client in conjunction with Services;

"Client Data" means any data, content, document, material, content or information that the Client or its Users provide to Custify or that the Client or the Users import into Services or that are accessed by Custify in connection with, or for the purpose of, provision of any Services, excluding any Custify Intellectual Property Rights;

"Custify" means Custify S.R.L, having its headquarters in Romania, Bucharest, Zagazului Street, No. 4E, Entrance A, First Floor, ap. 1A, District 1, ordering number at the Trade Registry J40/15961/2017, CIF RO38229657, email contact@custify.com;

"Documentation" means any Custify technical and functional documentation related to the use of the Services as made available by Custify that can be found at that can be found at https://docs.custify.com (or any successor website), including any guidelines or policies associated with the Services, excluding however, any materials for marketing or publicity purposes;

"DPA" means the data processing agreement between Custify and the Client dated on or around the date of this Agreement;

"Fee(s)" means the fees payable for the right to use the Services and any expenses incurred in the performance of Services, as set forth in the applicable Order;

"Intellectual Property Right(s)" means all patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in computer software and databases, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case registered or unregistered, and including all applications and rights to apply for and be granted protection, renewals or extensions of such rights, as well as the right to claim priority therefrom, and similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world, including as otherwise defined or regulated under the applicable law;

"Subscription Term" means the duration of the right to use the Services, as provided in an Order;

"Order" means the order form or statement of work mutually accepted by the Parties. All Orders regarding the Services between the Parties are deemed subject to this Agreement, irrespective of whether a reference to this Agreement is made in the Order or not;

"Personal Data" means information related to an identified or identifiable natural person as defined by, as applicable, Regulation (EU) 2016/679 (GDPR) and other applicable privacy laws;

"Services" means the Software identified in the relevant Order and which shall be provided as a service to the Client;

"Software" means the following, each as developed by or for Custify, and as delivered to the Client hereunder by Custify: (i) software products and apps licensed to the Client as Services as specified in Orders; (ii) any development kits, protection mechanisms, plugins, connectors, extensions, scripts or any other software, including any of the foregoing provided during Support (iii) all new releases, versions, modifications, updates, patches, improvements, enhancements, or similar derived works thereto (provided the foregoing (iii) do not result in functionalities or products separately priced by Custify, case in which additional fees may apply to the extent Client agrees to purchase those, otherwise being excluded from the definition of Software), all (i) to (iii) excluding however any Third-Party Services;

"Support" means maintenance and support services, applicable to the Services during the Subscription Term as provided in the relevant Order and which are subject to the SLAs in the Order;

"Third-Party Services" means any software, services, cloud applications, cloud service endpoints, data services, APIs, services, data and content of third parties, including open source, outputs created by the Client using any of the foregoing, or the Client Applications, which may be accessed using the Services;

"User" means any employee, representative, or contractor of the Client.

2. RIGHT TO USE

• 2.1 Agreement Applicability. This Agreement applies to the Services identified in the relevant Orders. Any software or service released after the Effective Date that is subsequently purchased by Client may be governed by specific terms to be made available by Custify upon such purchase and/or on or about such release. Custify may also modify this Agreement for Services already purchased, and any such changes shall apply to the Services only as of renewal of any Subscription Term and provided the Client does not object to the renewal in accordance with this Agreement, case in which the Subscription Term shall not be renewed as per Client’s objection.
• 2.2 Services’ Use. Subject to the terms and conditions of this Agreement and provided Client pays the Fees, Custify grants Client, upon delivery and during Subscription Term, a limited, non-exclusive, non-sublicensable, non-transferable, worldwide right to use the Services specified in the applicable Order, solely for its internal business purposes and in accordance this Agreement and the associated Documentation.
• 2.3 User Access and Use. Client may allow its Users to access and use the Services solely in accordance with the Agreement and only up to the number of users or seats set forth in the Order (if any). Increases in usage, users or seats are subject to the provisions under the Order. Client shall ensure that its Users comply with the terms of this Agreement and the acts and omissions of its Users shall be deemed as Client’s own acts and omissions for the purpose of this Agreement. Upon request, Client will provide Custify with details and use reports of all Users having received access to the Services.
• 2.4 Support. Custify will provide Support during the applicable Subscription Term in accordance with the terms and limits set forth under the relevant Order.
• 2.5 Uptime. If the Services’ availability falls below 99.95% in two consecutive months, Client shall be entitled to receive a credit pro-rata with the Fee applicable to the downtime during the two consecutive months as Client’s sole and exclusive remedy. The credit shall be deducted from the next Fees to be invoiced to Client, provided the Client requests the credit within 30 calendar days from the end of the relevant calendar months during which the availability of the Services fell below 99.95%. The foregoing shall not apply to downtime outside Custify’s control.
• 2.6 Trial and Demo. Custify may designate the Services or certain parts of the Services as “demo” “trial”, “evaluation,” “not for resale”, “beta”, “pre-release” or other similar designation ("Trial Versions") which Client may be able to use only for the period and purposes stated when provided by Custify. The Trial Versions shall be subject to this Agreement. Custify reserves the right to modify, cancel, terminate, suspend and/or limit any of the Trial Versions at any time and for any reason, without fulfilling any (previous) formalities and without any liability whatsoever to the Client.

3. INTELLECTUAL PROPERTY RIGHTS

• 3.1 Parties’ Intellectual Property Rights. Except as expressly described in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or Intellectual Property Rights. As between the parties, Client retains all Intellectual Property Rights in Client Data and Client Applications, and Custify retains all Intellectual Property Rights in the Services, the Documentation and in Custify’s Intellectual Property Rights. The Client acknowledges that if it provides any suggestions or feedback to Custify, it does so voluntarily and Custify will be entitled to use any suggestions or feedback, in any way and for any purpose in relation to the Services.

4. FINANCIAL TERMS

• 4.1 Payment. Unless otherwise agreed in the applicable Order, the Fees for the Services will be invoiced annually in advance. Invoices shall be issued as specified in the Order and the Client will pay the Fees within the term and as specified in the Order. All Fees are exclusive of any taxes, such as value added tax. Save as otherwise provided in this Agreement, all Orders are non-cancelable and all Fees are non-refundable. Upon termination or expiration of an Order or of this Agreement, any and all Fees due under the respective Order or under this Agreement, (i) that have already been invoiced will immediately become due and payable, and (ii) Fees not already invoiced, will be immediately invoiced by Custify and become due and payable within the same term indicated in the Order. Payment withholding shall not be permitted.
• 4.2 Payment defaults. In the event the Client’s payment default exceeds 10 (ten) calendar days, Custify may, at its sole discretion and without any additional remedy term: (a) suspend Custify’s performance of any obligations under this Agreement until the full payment of the due amounts, in accordance with this Agreement; (b) terminate the Agreement with immediate effect, upon notice to the Client, without any court intervention or other formalities. Client understands and agrees that should a payment failure occur, the access to the Services may be terminated by Custify without any notice.
• 4.3 Changes. Custify is free to establish the Fees at its own discretion. Custify will not change the Fees applicable to an Order already accepted by it during the on-going Subscription Term. Custify will notify Client of any change in Fees and such change will become effective upon Client placing a new Order or the renewal of any current Subscription Term following such notice.
• 4.4 Card Payment. The Client will pay the Fees via payment card or by wire transfer in the bank account on the invoice. By providing the payment card information, the Client hereby authorizes Custify to automatically charge the Client’s card, with the applicable Fees set forth in the relevant Order, on the first day of that Subscription Term.

5. WARRANTIES

• 5.1 Software Warranty. Custify warrants that, during the Subscription Term, the Services will substantially conform to the Documentation, provided that the Services are used in accordance with the terms of this Agreement, the Documentation, and the applicable law. To the extent permitted by law, Custify’s sole liability under this warranty will be a repair or replacement of the relevant Services, or if Custify determines that the foregoing remedy is not commercially reasonable, then either Party may terminate this Agreement.
• 5.2 Disclaimers The Services are provided on an "AS-IS" and "AS AVAILABLE” basis. To the maximum extent allowed by the applicable law, neither Custify, nor licensors or their personnel, make any warranty of any kind (express, implied, statutory or otherwise) and Custify specifically disclaims all other warranties than those provided hereunder, including merchantability, fitness for a particular purpose, accuracy or non-infringement or ability of the Services to integrate or interoperate with other software or services or perform uninterrupted or error-free. Custify disclaims any and all warranties and liability for Trial Versions, Client Applications, Client Data and Third-Party Services.

6. ACCEPTABLE USE

• 6.1 Acceptable Use. Client represents that it will use the Services in accordance with this Agreement, the applicable law and the Documentation. Without prejudice to the generality of the foregoing and to the greatest extent permitted by the applicable law, Client undertakes and warrants the following:
  • (a) Client will not disassemble, alter, adapt, merge, modify, translate, decompile, develop versions or derivative works, reverse engineer, upgrade, improve or extend, features or functionalities of the Services, or otherwise derive data representations or underlying algorithms, processes, methods or source code, therefrom or otherwise reduce them to human readable form and will not modify, create a derivative work or create any program that performs functions similar to those performed by the Services;
  • (b) Client must not: (i) remove, alter, modify or appropriate or use as their own, any proprietary markings included therein; (ii) resell, sublicense, assign, transfer, rent, lease, lend or otherwise distribute the rights acquired under this Agreement; (iii) use or access the Services for any purposes prohibited by the applicable laws and other binding obligations, including, without limitation, any export control laws;
  • (c) Client is not located, organized, or resident in a country or territory that is subject to a U.S. trade embargo; or (ii) identified on, or owned or controlled by any party identified on, any applicable sanctions or restricted party list, including the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Entity List, Denied Persons List, or Unverified List, administered by BIS. Client agrees that it will not export, re-export or otherwise transfer the Services, or use the Services to disclose, transfer, download, export, or re-export, directly or indirectly, any Client Data, to any country, entity or other party that is ineligible to receive such items under any applicable export laws;
  • (d) Client has the appropriate rights, licenses, authorization, permits and consents to permit Client’s use of the Services or of the Client Data. Client grants Custify and its subcontractors a non-exclusive, limited license to use Client Data necessary for providing the Services. Custify’s provision of the Services is contingent upon the warranty provided herein.

7. INDEMNIFICATION

• 7.1 Custify indemnification. Custify will defend Client, at its expense, against any claim, action, or legal proceeding, made against Client by a third-party non-affiliated with the Client alleging that the Services, during the Subscription Term and as delivered by Custify, infringe the third party’s patent, copyright or that Custify misappropriated the third party’s trade secret ("IP Claim") and will indemnify against any damages finally awarded against Client by a court of competent jurisdiction (or settlement amounts agreed to in writing by Custify) in the limits set out in this Agreement.
• 7.2 Client Indemnification. Client will defend Custify, at its expense, against any claim, action, or legal proceeding, made against Custify by a third-party non-affiliated with Custify arising out of, or in connection with Client Data or Client Applications, alleging an Intellectual Property Rights infringement, or Client’s use of the Services in violation of this Agreement and will indemnify against any damages finally awarded to Custify by a court of competent jurisdiction (or settlement amounts agreed to in writing by Client) in the limits set out in this Agreement.
• 7.3 Conditions. A Party’s obligations to defend and indemnify ("Indemnifying Party") are contingent on the Party seeking defense ("Indemnified Party") to (i) promptly notify the Indemnifying Party of any claim in writing; (ii) cooperate with the Indemnifying Party in the defense of the claim; (iii) not make any admissions about the claim without the Indemnifying Party's prior written consent, and (iv) take all reasonable measures to mitigate the damages. To the extent permitted by the applicable law, the Indemnified Party shall grant control to the Indemnifying Party of the defense or settlement of the claim (provided that the Indemnifying Party shall not enter into any settlement that admits liability on behalf of the Indemnified Party or imposes any obligations on such Indemnified Party other than cessation of use of the infringing Services by the Indemnified Party).
• 7.3 Exclusions. Custify will have no liability for any IP Claim arising from: (i) use of the Services in breach of the Agreement; (ii) modification of the Services by anyone other than Custify; (iii) failure by Client to install the latest updated version of the Services, as instructed by Custify, to avoid infringement, or security vulnerabilities or malfunctions; (iv) Trial Versions, Client Data, Client Applications or Third-Party Services or their combination with the Services, if the latter would not be infringing without this combination.
• 7.4 Remedies. If a claim alleges that the Services might infringe the Intellectual Property Rights of a third party, or if in Custify's judgment, such a claim may arise, Custify may, at its option: (i) procure the right for Client to continue using the Services under the terms of this Agreement; (ii) replace/modify the impacted components to avoid the alleged infringement; or (iii) terminate Client’s license to the Services (or relevant component) and refund the associated prepaid and unused subscription fees. The remedies in this section are sole and exclusive liability of Custify with respect to an IP Claim.

8. LIABILITY

• 8.1 Indirect Damages. Neither Party will be liable to the other or for any indirect, special, moral, incidental or consequential damages, loss of profits, revenue or data. Under no circumstances may Custify be liable for any claims that may be asserted, granted or imposed against Custify arising from, or in connection with Trial Versions, Third Party Services, Client Data or Client Applications.
• 8.2 Monetary Cap. Except for Custify’s gross negligence or willful misconduct, Custify’s maximum aggregate liability for all damages (individually and together) under or relating to this Agreement will not exceed the Fees paid to Custify under this Agreement for the relevant Services in the 12 (twelve) months before the initial claim giving rise to such damages.
• 8.3 Applicability. The foregoing will apply only to the extent permitted under the applicable law, regardless of whether the claim arises from contract or tort and regardless of the theory of liability but will not limit payment obligations under this Agreement, and irrespective of whether the other Party has been advised of the possibility of such damage might incur. This Agreement allocates the risks between Custify and Client, and each Party’s benefits under this Agreement reflect this allocation of risk and limitations of liability.

9. TERM AND TERMINATION

• 9.1 Term of the Agreement. This Agreement is effective as of the Effective Date and shall remain in full force until terminated by either Party under this Agreement as set forth hereunder and/or the applicable law (the “Term"). The terms of this Agreement are meant to apply until the expiration or full performance of the Orders entered into by the Parties.
• 9.2 Subscription Term. Unless otherwise agreed in an Order, the Subscription Term is 1 (one) year. The Subscription Term will automatically renew for additional periods equal thereof, until Client provides written notice of non-renewal to Custify at least fifteen (15) calendar days before expiration of the respective Subscription Term.
• 9.3 Termination. In addition to any other provisions of this Agreement or those of the applicable law, this Agreement and/or any Order may be terminated as follows:
  • (a) Material Breach of this Agreement: by either Party, immediately upon written notice to the other, if the other Party has made a material breach hereunder and, to the extent the breach can be cured, has not been cured within thirty (30) days from the notice date..
  • (b) Additional Termination Events: by either Party, immediately upon written notice to the other Party (i) when, due to the applicable law or on account of a regulator’s or similar body’s decision or ordinance, it becomes unlawful or illegal to continue the performance of this Agreement, including but without limitation, as a result of any export control obligations; or (ii) breach of Intellectual Property Rights;
  • (c) No Orders: if there is no effective Order and Subscription Term subject to this Agreement for a continuous period longer than 6 months. This means that for subsequent Orders, the Parties shall enter into a new master services agreement;
  • (d) For convenience: by either Party, for convenience, upon 15 calendar days prior written notice. If the Agreement is terminated for convenience by Custify, Client is entitled to a refund of the pre-paid and unused Fees.
• 9.4 Effect of Termination. Unless otherwise agreed by the Parties in writing or unless otherwise provided hereunder, termination of an Order will not trigger termination of this Agreement. Upon termination of this Agreement, an Order or expiration of any Subscription Term, the rights for the respective Services will immediately terminate. Client understands that some or all of the Services’ components may cease to operate without prior notice upon expiration or termination of the Subscription Term.
• 9.5 Suspension. Custify may suspend the use of and access to the Services if necessary to comply with the applicable law and/or any third-party rights deemed by Custify to be reasonably enforceable. If Custify suspends Client’s use or access to the Services, then as Client’s sole remedy: (a) Custify will provide Client with notice on the cause for suspension without undue delay, to the extent legally permitted, and (b) the suspension will be only to the extent required to resolve the cause for suspension. If the cause for suspension cannot be resolved as indicate hereinunder, then, as Client’s sole remedy, Custify shall terminate this Agreement and refund to the Client any unused and pre-paid Fees.

10. CONFIDENTIALITY

• 10.1 Confidential Information. Information shared by the Parties, or their Affiliates, under this Agreement will be deemed confidential if disclosed in any form or manner, marked as, or reasonably considered, confidential, and includes, without limitation, the Services, trade secrets, know-how, business operations, plans, strategies, customers, and pricing ("Confidential Information"). Confidential Information excludes any information that (i) is or becomes public, through no fault of the recipient; (ii) was rightfully acquired by or already known to the recipient without an existing confidentiality obligation; or (iii) is independently developed by the recipient without the use of discloser’s Confidential Information. The receiving Party will treat the Confidential Information with no less than reasonable care and will not use or disclose Confidential Information to anyone, except as set forth under this Agreement or to its Users, employees, representatives, contractors, advisors or consultants, who need to know the Confidential Information for the purposes of this Agreement and are bound by similar confidentiality obligations. The receiving Party may disclose Confidential Information as necessary to comply with applicable law, a valid order of a court of law or governmental body, or with mandatory rules of an equivalent binding authority after using reasonable efforts to provide advance notice of such disclosure to the disclosing Party. The obligations of confidentiality and non-use contained in this Section “Confidentiality” shall remain in full force and effect during the term of this Agreement and for a period of 2 (two) years thereafter, except with respect to those Confidentiality Information which represents Custify’s trade secrets as per the applicable law, which shall be subject to confidentiality for an unlimited period of time.

11. DATA PROTECTION

• 11.1 Representatives’ Data. During the performance of this Agreement each Party may collect, store and use Personal Data related to the other Party's representatives or employees, such as their name, telephone, e-mail address, job title. Such data may be collected from the other Party or directly from the representatives or employees and it is necessary to allow the Parties to enter into and perform this Agreement. Each Party will be responsible for informing its own representatives or employees of the processing of their personal data as provided in this Agreement.
• 11.2 Data Protection and Use. For the purpose of this Agreement, the Client and Custify shall enter into the DPA, the terms of which are incorporated herein by reference. Each Party shall comply with its Personal Data obligations set forth by the applicable law.

12. GOVERNING LAW AND JURISDICTION

• 12.1 Governing Law and Jurisdiction. The construction, validity and performance of this Agreement and any Orders subject to it shall be governed by the laws of Romania, without regard to conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Agreement. The Parties shall attempt in good faith to resolve promptly and amicably any dispute arising out of or relating to this Agreement, its construction, validity and performance ("Claim"). If the dispute has not been resolved by negotiation within forty-five (45) days of the disputing Party’s written notice, such dispute shall be decided by the competent courts located in Bucharest, Romania. All Claims against Custify shall expire on the date falling 12 months from when Client’s Claim or cause of action arose.

13. MISCELLANEOUS

• 13.1 Third-Party Services. Client may use the Services in conjunction with Third-Party Services, subject to complying with all terms and conditions enforced by third-party providers thereof, bearing the entire risk of such use. Custify does not control or own any Third-Party Services, and the access to and use of such Third-Party Services its Client’s sole responsibility and shall be carried out as set forth under those Third-Party Services terms and conditions, and Custify will not be liable for use of the Third-Party Services. Custify is using in the Services the OpenAI API subject to their own policies that can be found at https://openai.com/policies/usage-policies or any successor website.
• 13.2 Analyses Information. Custify may process Client’s technical information, usage and telemetry ("Analyses Information") obtained from the Services to perform its obligations under this Agreement, including providing access to, maintaining, and offering support for the Services, to provide bug fixes, systems diagnostics, error and performance monitoring, to make updates and improvements, to develop new features and offerings, and to identify industry trends and developments, and to detect, prevent, or otherwise address fraud, security, legal, or technical issues, provided that Custify will treat the Analyses Information as Confidential Information.
• 13.3 Notices. Notices and other communications by one Party to the other Party under this Agreement shall be in writing and shall be addressed by email with a read receipt to the persons or via postal services or courier, at the addresses indicated in the signature blocks below. When sent via email, notices will be treated as received after two calendar days the email is sent (except for Saturdays, Sundays and public holidays, in which case the notification shall be deemed received on the next working day), unless the email server retrieves a notification indicating a failure in delivering the email. When sent via postal services or courier, they shall be deemed received when at the date indicated in the delivery confirmation.
• 13.4 Subcontractors. Custify may use subcontractors to perform the Services and will be responsible for performance of the Services by such subcontractors as for its own actions under this Agreement.
• 13.5 Publicity and Marketing Activities. Client authorizes Custify to publicly identify the Client as a Client and include the Client’s name and logo on Custify’s website and other promotional and marketing materials.
• 13.6 Waiver. Failure to exercise, or delay in exercising, any right, power or remedy under this Agreement shall not operate as a waiver, and any single or partial exercise of any right or remedy will not prevent any further or other exercise of the same or other right or remedy. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
• 13.7 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, transferred, delegated, or otherwise disposed of by either Party without the prior written consent of the other Party, not to be unreasonably withheld or delayed.
• 13.8 Entire Agreement. This Agreement with all references herein is the entire understanding between Custify and Client with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between the Parties with respect to such subject matter. Unless otherwise prescribed hereunder, any amendment to this Agreement will be made in writing and will be signed by authorized representatives of the Parties. A conflict between the terms of this Agreement will be settled per the following order of precedence: (i) Order accepted by the Parties, (ii) this Agreement, (iii) any Custify additional terms for new features or products.
• 13.9 Force Majeure. Neither Party shall be responsible to the other for the non-performance or delay in performance (other than the payment of money) occasioned by any causes that are deemed force majeure as per the applicable law. In case the force majeure event lasts for more than three months, either Party may terminate the Agreement on giving written notice to the other Party.
• 13.10 Severability. If any of the provisions of the Agreement is or becomes invalid or non-binding, the Parties shall remain bound by the remaining part and shall replace the invalid or non-binding part by provisions which are valid and binding and the effect of which is, to the greatest extent possible, similar to that of the invalid or non-binding part.
• 13.11 Counterparts. This Agreement may be executed in two or more counterparts or electronically, and each of the counterparts or electronic copies will be deemed an original and together will constitute one and the same instrument. Each Party agrees that their electronic signatures, whether digital or encrypted, are intended to authenticate this writing and to have the same force and effect as handwritten ink signatures. Electronic signature means any electronic symbol or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or e-mail electronic signatures.
• 13.12 Survival. The following sections and clauses will survive non-renewal or termination of this Agreement for any reason: CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION, ACCEPTABLE USE, GOVERNING LAW AND JURISDICTION, TERM AND TERMINATION, in addition to any other provisions that, by their content, are intended to survive the performance, non-renewal or termination of the Agreement (whether or not so expressly stated).
• 13.13 Express consent. Each Party concludes the present Contract on its own behalf and for itself, after having analyzed it personally (or, as the case may be, after having been analyzed by the consultants of each Party) and it understands entirely and accepts the rights and obligations set out therein. Each Clause of this Contract has been carefully read and negotiated as each Party considered necessary, including, without limitation, any clause related to (a) the limitation of the liability, (b) the termination of the contract, (c) the applicable law and the legal jurisdiction, (d) the limitation or waiver of any rights, and it is accepted by each Party.