Lead Runner Media Master Subscription Agreement

This Master Subscription Agreement is entered into by and between Lead Runner Media, LLC, a Nebraska limited liability company (“Company”), and the entity (“Customer”) identified on the Company order form or similar document which references this Master Subscription Agreement (“Order Form”). Upon execution of an Order Form, this Master Subscription Agreement is incorporated into the Order Form by reference (the Order Form and this Master Subscription Agreement together form this “Agreement”). This Agreement is effective as of the date that the Customer executes the Order Form (“Effective Date”). Each of Company and Customer are referred to herein as a “Party” and collectively the “Parties”. The Parties agree as follows:

  1. SERVICES
    • Advertising Services; Platform. Company will provide Customer with the advertising and marketing services expressly identified on the applicable Order Form. In connection with the provision of such advertising and marketing services, and subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable right to access and use Company’s proprietary software-as-a-service platform, known as “DrOs” (the “Platform”) during the Term solely for Customer’s internal business operations (the foregoing advertising and marketing services and Platform use rights referred to collectively as the “Services”). Customer’s Authorized Users may access and use the Platform exclusively in connection with the Services during the Term. Customer is responsible for its Authorized Users’ compliance with this Agreement. Company may provide Customer access to Company’s Documentation, which Customer may use for its internal business purposes exclusively in connection with the Services during the Term. “Authorized User” means Customer’s employees and contractors who are authorized by Customer to access and use the Platform. “Documentation” means the manuals, instructions, or other documents that describe installation and configuration of the Platform and its features and functionalities, but excludes marketing materials.
    • Upgrades and Modifications. Customer agrees that Company may update, upgrade, enhance or modify the Platform, Services, and Documentation, or any functionality thereof, at any time, including the removal or modification of previously available functionality. All updates, upgrades, enhancements or modifications to the Platform and Services made available to Customer and Documentation will thereby be made part of the Services and Documentation and will be subject to the terms and conditions of this Agreement.
  2. TERMS OF USE
    • Customer Responsibilities. Customer will not, directly or indirectly, or assist any third party to: (i) copy, modify, or create derivative works of the Platform, Services, or Documentation, in whole or in part; (ii) rent, lease, sell, license, sublicense, assign, transfer, or otherwise make available the Platform, Services, or Documentation except as permitted by this Agreement; (iii) attempt to adapt, decipher, reverse engineer, decompile, disassemble, or otherwise access the source code or technology of the Platform, Services, or Documentation in order to build a competitive product or service, or to build a product or service using similar ideas, features, and functions of the Platform or Services; (iv) upload, share, or otherwise disclose data, including Customer Data, in violation of any applicable law, rule, or regulation; (v) upload, share, or otherwise disclose malicious or harmful computer code on, to, or through the Services; (vi) upload, share, or otherwise disclose material on, to, or through the Services that infringes upon or misappropriates the intellectual property rights of any third party.

While this Agreement is in effect, Customer will have commercially reasonable physical, technical, and organizational measures in place to prevent unauthorized access to or use of the Platform and Services and notify Company immediately of any unauthorized access or use.

  • Customer Data. Customer is and will remain solely responsible for obtaining all requisite authorizations, licenses, and consents for the processing of Customer Data, including Personal Information (if any), by Company pursuant to or in connection with this Agreement. “Customer Data” means the electronic information or data submitted or made available by or on behalf of Customer or Authorized Users that is received, processed or stored by Company or the Services as part of the Services. “Personal Information” means data that identifies, relates to, or could reasonably be linked to a natural person or household, whether directly or indirectly.
  • Suspension. Company may suspend the provision of the Services, in whole or in part, at any time if Company determines or reasonably suspects that: (i) Customer is using or intends to use the Services in violation of this Agreement or in violation of any law, rule or regulation; (ii) any computer system of Customer has been compromised or unlawfully accessed; (iii) suspension of the Services is necessary to protect the infrastructure of Company, the environment in which the Services are deployed or hosted, or Company’s Affiliates (defined below) or other customers; (iv) Customer has failed to pay Fees when due. Company may, but is not obligated to, give prior written notice of such suspension. All remedies in this Section 2.03 (Suspension) are in addition to, and not in lieu of, any other remedies available to Company. “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party hereto, where control means the power, directly or indirectly, to cause the direction of management and policies of such entity, whether through voting securities, contract, or otherwise.
  1. PAYMENT
    • Terms of Payment; Method. Customer will pay Company all fees set forth in the Order Form for the provision of Services (“Fees”) at the times identified in the Order Form (or if none, within thirty (30) days of Customer’s receipt of the applicable invoice), without deduction or set off. All payments of Fees must be made in U.S. Dollars. Customer agrees that all payments of Fees are nonrefundable, except as expressly set forth in this Agreement. Late payments may bear interest at the lesser of the rate of one and a half percent (1.5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.
    • Taxes. Fees are exclusive of Taxes. Customer is solely responsible for, and will pay, all Taxes in connection with this Agreement. “Taxes” means all of the following: sales, use or privilege taxes, excise or similar taxes, value added taxes, import and export taxes, duties or assessments, and other related charges levied by any jurisdiction (including penalties and interest) and any costs associated with the collection and withholding of any of the foregoing items.
  2. TERM AND TERMINATION
    • Term; Renewal. This Agreement will commence on the Effective Date and remain in full force and effect for a period of six (6) months (the “Initial Term”), unless and until earlier terminated in accordance with this Agreement. Upon expiration of the Initial Term, this Agreement will automatically renew for successive one (1) month periods (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either Party provides the other Party written notice of non-renewal not less than twenty (20) days prior to the expiration of the then-current Term or earlier terminated in accordance with this Agreement.
    • Termination. Either Party may terminate this Agreement (i) upon written notice of a material breach to the other Party if the other Party fails to cure such material breach within ten (10) days after receipt of such notice (or three (3) days in the event of Customer’s failure to pay amounts due); or (ii) immediately if the other Party materially breaches this Agreement and such breach is uncurable; or (iii) immediately upon notice to the other Party if the other Party is adjudged insolvent or bankrupt, institutes or has instituted against it any proceeding seeking relief, reorganization or arrangement under any laws relating to insolvency, makes any assignment for the benefit of its creditors, otherwise becomes insolvent or is unable to pay its obligations as they become due, or dissolves or winds up its business. In addition, Company may terminate this Agreement for convenience by providing Customer no less than thirty (30) days prior written notice.
    • Effect of Termination. Upon expiration or termination of this Agreement: (i) all rights granted to Customer to access and use the Services will terminate immediately; (ii) Company’s obligation to provide Services will terminate immediately; and (iii) Customer will pay all outstanding amounts due within ten (10) days of the effective date of expiration or termination.
  3. OWNERSHIP
    • Platform. Except for the limited use rights expressly granted to Customer in this Agreement, and excluding Third-Party Materials (defined below), if any, Company retains all right, title, and interest in and to the Platform, Services, Documentation, all software and technology underlying the Platform and Services, Feedback, and Services Materials, and any and all intellectual property rights in and to each of the foregoing, including those created or developed in the course of providing Services to Customer. “Third-Party Materials” means any and all goods, services, software, data, or other materials or information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components, of or relating to the Services that are not proprietary to Company.
    • Customer Data. Except for the limited use rights granted to Company in this Agreement, Customer has and retains all right, title, and interest, in and to the Customer Data. Customer hereby grants Company a non-exclusive, worldwide, royalty-free right and license during the Term and any post-Term data retention period in accordance with Section 6 (Confidentiality) to use, reproduce, distribute, modify, display, and prepare derivative works of the Customer Data to provide the Services and as permitted by this Agreement.
    • Anonymized Data. Customer acknowledges and agrees that Company has and retains all right, title, and interest in and to the Anonymized Data (defined below) and all intellectual property rights therein. Customer acknowledges and agrees that Company may, without limitation: (i) compile and aggregate Customer Data and information that is derived from or based on Customer’s use of and access to the Services; (ii) use, reproduce, modify, distribute, display and create derivative works of Anonymized Data; and (iii) use the Anonymized Data to test, benchmark, modify, and improve the Platform and Services. “Anonymized Data” means data, including Customer Data, that has been aggregated and anonymized so that it does not identify any individual, household, or entity.
    • Feedback. The Parties acknowledge and agree that Feedback (defined below) is not Customer’s Confidential Information or a trade secret. “Feedback” means any questions, suggestions, ideas, comments, or other communications from Customer regarding the Platform or Services.
    • Customer Trademarks. Customer hereby grants Company a limited, non-exclusive, non-sublicensable, non-transferable right and license to use Customer’s trademarks, trade names, service marks, and logos (collectively, “Customer Marks”) during the Term in connection with Company’s provision of the Services, including the right to use Customer Marks in Service Materials (defined herein). Company will use the Customer Marks in accordance with Customer’s written brand guidelines that have been provided to Company.
    • Service Materials. Company may develop advertisements, marketing materials, designs, graphics, campaigns, content, and other materials in connection with the Services (collectively, “Service Materials”). For the avoidance of doubt, Service Materials at all times excludes Customer Marks. Subject to Customer’s compliance with the terms of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable right and license to use the Service Materials during the Term solely in connection with Customer’s receipt of the Services and Customer’s own advertising and marketing activities. Customer’s license to use the Service Materials will terminate immediately upon expiration or termination of this Agreement.
  4. CONFIDENTIALITY
    • Confidentiality Obligations. Each Party (the “Receiving Party”) may receive Confidential Information (defined below) from the other Party (the “Disclosing Party”) in connection with this Agreement. The Receiving Party will: (i) only use the Disclosing Party’s Confidential Information for purposes of performing its obligations and enforcing its rights under this Agreement; (ii) not make any use of the Disclosing Party’s Confidential Information other than for the purposes of performing its obligations or enforcement of its rights under this Agreement; (iii) only disclose the Disclosing Party’s Confidential Information to its employees, agents, subcontractors, and advisors (“Representatives”) who have a need to know such information for purposes of performing under this Agreement and who are under written or professional obligations of confidentiality; and (iv) protect the Disclosing Party’s Confidential Information with the same degree of care with which it protects its own Confidential Information of a similar nature, and in no event with less than a reasonable standard of care. The Receiving Party is and will be liable for any breach of these confidentiality obligations by its Representatives. “Confidential Information” means all information pertaining to a Party’s business affairs, plans, designs, strategies, and other proprietary information, trade secrets, and all information which, given the nature of the information disclosed and circumstances surrounding its disclosure, a reasonable person should consider confidential, whether disclosed orally, in writing, or otherwise, and regardless of whether such information is designated as confidential.
    • Exclusions to Confidential Information. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (ii) is obtained by the Receiving Party on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder, as established by documentary evidence; or (iv) was or is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, in the event the Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to an applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Requirement”), the Receiving Party will give the Disclosing Party written notice of such obligation and, if still required, only disclose the minimal amount of Confidential Information necessary to comply with such Legal Requirement. Personal Information will not be excluded from the definition of Confidential Information, notwithstanding any of the foregoing exclusions above.
    • Return of Confidential Information. Upon expiration or termination of this Agreement, each Party will, at the other Party’s option, return or destroy all of the other Party’s Confidential Information in its possession or control.
  5. WARRANTY
    • Mutual Warranty. Each Party hereby represents and warrants that: (i) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (ii) the execution, delivery and performance of this Agreement (a) has been duly authorized by such Party, and (b) will not conflict with, result in a breach of or constitute a default under any other agreement to which such Party is a party or by which such Party is bound.
    • Company Warranty. Company hereby warrants that the Platform will function substantially in accordance with the Documentation when accessed and used in accordance with this Agreement and such Documentation. Company’s sole liability, and Customer’s sole and exclusive remedy for a breach of the foregoing warranty is for Company to make commercially reasonable efforts to bring the Platform into conformity with the Documentation.
    • Customer Warranty. Customer hereby represents, warrants, and covenants that: (i) it is duly authorized to provide to Company the Customer Data for all purposes related to this Agreement, and has obtained all necessary consents, authorizations, and permissions from data subjects whose Personal Information is included in the Customer Data, including providing all required notices and disclosures to such data subjects, as required under applicable data protection and privacy laws; (ii) all Customer Data, including any Personal Information, has been collected by Customer in compliance with all laws, rules, and regulations; (iii) Customer will promptly notify Company of any data subject requests, complaints, or inquiries related to Personal Information processed by Company in connection with the Services; (iv) any advertising claims, testimonials, endorsements, or other representations provided by Customer or included in Customer Data are truthful, accurate, not misleading, and adequately substantiated in accordance with applicable law, and Customer has all necessary authority, rights, and permissions to make such claims; (v) all advertising content created using Customer Data or at Customer’s direction will comply with all applicable advertising laws and regulations, including the Federal Trade Commission Act, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, and applicable state consumer protection laws; and (vi) Company’s possession, reproduction, use or disclosure (separately and together) of the Customer Data in accordance with this Agreement will not infringe upon, misappropriate or violate any right of any third party, or violate any applicable law governing Company’s access to or processing of such Customer Data.
    • Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7 (WARRANTY), THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION, WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ADVERTISING RESULTS, CAMPAIGN PERFORMANCE, IMPRESSIONS, CLICKS, CONVERSIONS, LEAD QUALITY, SALES, RETURN ON INVESTMENT, OR ANY OTHER PERFORMANCE METRICS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS (IF ANY) IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY PROVIDER, OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIRD-PARTY MATERIALS. COMPANY WILL HAVE NO LIABILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN THE CUSTOMER DATA PROVIDED BY CUSTOMER TO COMPANY. FURTHERMORE, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AVAILABILITY OF THE SERVICES IS DEPENDENT ON THIRD PARTIES FOR WHOM COMPANY IS NOT RESPONSIBLE, INCLUDING, WITHOUT LIMITATION, INTERNET AND NETWORK SERVICE PROVIDERS AND THIRD-PARTY ADVERTISING PLATFORMS. COMPANY HAS NO LIABILITY FOR ERRORS IN THE FAILURE OF, OR INACCESSIBILITY TO, THE SERVICES CAUSED IN WHOLE OR IN PART BY SUCH THIRD PARTY SERVICE PROVIDERS.
  6. INDEMNIFICATION
    • Company Indemnification of Customer. Company will indemnify, defend, and hold Customer and its Affiliates, and its and their respective officers, directors, shareholders, employees, agents, and permitted successors and assigns, harmless from and against any and all third party allegations, claims, suits, actions, investigations, and proceedings (“Claims”), including any and all losses, damages, judgments, awards, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) in connection therewith (“Losses”), arising from or related to any allegation that the Platform, Services, or Documentation infringe upon or misappropriate such third party’s U.S. intellectual property rights (an “IP Claim”). If an IP Claim is brought, or if Company determines in its sole discretion that an IP Claim is possible or likely, Company may, at its option: (i) modify or replace the Platform, Services, or Documentation with a functionally equivalent, non-infringing version; or (ii) obtain for Customer the right to continue using the Platform, Services, or Documentation. If Company determines that neither (i) or (ii) is commercially practicable, then Company may terminate this Agreement effective immediately, in which event Customer will immediately cease use of the Services and receive a pro-rata refund of amounts paid for the Services based upon the Term of the applicable Order Form through the effective date of such termination. The remedies set forth in this Section 8.01 state Company’s entire liability, and Customer’s sole and exclusive remedy, for any IP Claim. The obligations in this Section 8.01 will not apply to any IP Claims arising from or related to: (a) modification of the Platform, Services, or Documentation by, or at the request of, any party other than Company; (b) Customer Data or Third-Party Materials; (c) the combination of the Platform or Services with any hardware, software, or other material not supplied by Company; (d) the use of the Services in violation of this Agreement or not in accord with the Documentation; or (e) use of the Services where such infringement or misappropriation could have been avoided by Customer’s use of a subsequent version of the Services made available by Company, and Company had notified Customer of the need to use of such updated Services.
    • Customer Indemnification of Company. Customer will indemnify, defend and hold Company and its Affiliates, and its and their respective officers, directors, shareholders, employees, agents, and permitted successors and assigns, harmless from and against any and all third party Claims, including any and all Losses in connection therewith, arising from or related to: (i) Customer Data, including any processing of Customer Data by Company; (ii) Customer’s gross negligence or willful misconduct; (iii) Customer’s actual or alleged violation of any law, rule, or regulation; (iv) the content of any advertisements created using Customer Data or at Customer’s direction, including any claims of false advertising, deceptive trade practices, trademark infringement, copyright infringement, defamation, invasion of privacy, or violation of any right of publicity; (v) Customer’s products or services that are the subject of any advertising or marketing performed by Company under this Agreement; and (vi) Customer Marks, including any claim that Customer Marks infringe upon or misappropriate any third party’s intellectual property rights.
  7. LIMITATION OF LIABILITY
    • Disclaimer of Consequential Damages. TO THE GREATEST EXTENT PERMITTED BY LAW, AND EXCEPT WITH RESPECT TO (I) CUSTOMER’S DEFENSE AND INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, (II) CUSTOMER’S OBLIGATION TO MAKE PAYMENT UNDER THIS AGREEMENT, (III) CUSTOMER’S INFRINGEMENT UPON OR MISAPPROPRIATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS, AND (IV) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND PERMITTED SUCCESSORS AND ASSIGNS, BE LIABLE TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), OR FOR LOSS OF USE, INABILITY TO USE, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING ALL ORDER FORMS AND TRANSACTIONS CONTEMPLATED HEREUNDER, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • Limitation of Direct Damages. TO THE GREATEST EXTENT PERMITTED BY LAW, AND EXCEPT WITH RESPECT TO (I) CUSTOMER’S DEFENSE AND INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, (II) CUSTOMER’S OBLIGATION TO MAKE PAYMENT UNDER THIS AGREEMENT, (III) CUSTOMER’S INFRINGEMENT UPON OR MISAPPROPRIATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS, AND (IV) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES, INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND PERMITTED SUCCESSORS AND ASSIGNS, FOR ALL DAMAGES AND LIABILITIES ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (INCLUDING FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, RESCISSION, MISREPRESENTATION AND BREACH OF WARRANTY) EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE FIRST LIABILITY. THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 9 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.
  8. GENERAL TERMS
    • Force Majeure. Neither Party will be liable for any failure to perform its obligations under this Agreement, other than its obligation to make payment, if such failure is caused by circumstances or forces beyond the affected Party’s reasonable control (a “Force Majeure Event”). The affected Party will provide the non-affected Party with written notice of such Force Majeure Event and its anticipated duration. The non-affected Party may terminate this Agreement by providing written notice to the other Party if a Force Majeure Event continues substantially uninterrupted for a period of forty-five (45) days or more.
    • Relationship of Parties. The Parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, or any other joint enterprise between the Parties. Neither Party shall have the authority to contract for or bind the other Party.
    • Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement is intended to or shall confer on any other party any right, remedy, or benefit under this Agreement.
    • Assignment. Customer may not assign any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Company. Company may assign this Agreement without Customer’s written consent in connection with a merger, sale, or acquisition of all or substantially all of its assets or voting securities. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    • Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Nebraska, without giving effect to its conflict of law provisions. Except as expressly permitted by Section 10.06 (Equitable Relief), any action, suit, or proceeding arising from or related to this Agreement will be instituted exclusively in the state or federal courts located in Douglas County, Nebraska, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING FROM OR RELATED TO THIS AGREEMENT.
    • Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 (Confidentiality) may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach or threatened breach, the other Party may seek injunctive or other equitable relief from any court of competent jurisdiction without the need to post bond or prove actual damages (to the extent the same is not required by law). Such remedies are not exclusive and are without prejudice to any other rights or remedies such Party may have, whether at law, in equity, or otherwise.
    • Amendments. Company may amend this Agreement from time to time by posting an updated version at its website and providing Customer written notice of such amendment. Such amendment will be deemed accepted and become effective within twenty (20) days after such notice (the “Proposed Amendment Date”), unless Customer first gives Company written notice of rejection of such amendment. In such instance, this Agreement will continue under its original provisions for the then-current Term, and the amendment will become effective on the start of the next Renewal Term following the Proposed Amendment Date. Customer’s choice to not terminate this Agreement upon the conclusion of the then-current Renewal Term will constitute Customer’s acceptance of the amended terms of this Agreement.
    • Survival. Sections 4.03 (Effect of Termination), 5 (Ownership), 6 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability), 10 (General Terms) and all provisions of this Agreement which, by their terms and context indicate the Parties intended them to survive, shall survive expiration or termination of this Agreement.
    • Waiver. No failure or delay by either Party to enforce any term of this Agreement or exercise any right hereunder will operate as a waiver of such Party’s right or of such term unless expressly set forth in a written agreement signed by the waiving Party. No waiver of any term of this Agreement or right hereunder will operate as a subsequent waiver of such term or right, or of any other term of this Agreement or other right hereunder.
    • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable as adjudged by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable any other provision, all of which shall remain in full force and effect to the greatest extent permitted by law. Upon a determination by a court of competent jurisdiction that a provision is invalid, illegal, or unenforceable, such provision shall be modified so as to give the fullest effect of the original terms to the extent permitted by law, or, in the event such modification is not permitted by law, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.
    • Entire Agreement. This Agreement, including all documents incorporated herein by reference, 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 and agreements, whether oral or written, with respect to the subject matter. In the event of a conflict or inconsistency between this Master Subscription Agreement and the Order Form, this Master Subscription Agreement shall govern and control, provided that the Order Form will control if the Parties expressly identify the provision of this Master Subscription Agreement which they intend to supersede.