1. Definitions. Capitalized terms shall have the meaning set forth below.

1.1.“Clients” means a merchant who enters into an executed Client Agreement to make available the Services to customers and other end users.

1.2.“Client Agreement” means any of Route’s standard forms of contract, as created or amended from time to time in Route’s sole and absolute discretion, according to which any Client and Route enter into an arrangement during the Referral Term whereby Route performs and/or provides the Services to or for such Client.

1.3.“Confidential Information” means any material or information relating to a Party’s research, development, products, product plans, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technologies, designs, drawings, marketing, finances, business plan, or other business information or trade secrets that such disclosing Party treats as proprietary or confidential. Without limiting the foregoing, and for clarity, any software, databases (including any data models, structures, non-customer specific data and aggregated statistical data contained therein), or Client data of Route shall constitute Route’s Confidential Information.

1.4.“Referral Client” means any prospect which enters into a Client Agreement during the Referral Term as a direct result of Affiliate’s marketing and promotional activities.

1.5.“Route Marks” means those Route trademarks provided by Route to Affiliate under this Agreement.

1.6.“Referral Term” means the period relative to each Referral during which such time Route shall pay Affiliate those certain referral and other fees outlined in Schedule I.

1.7.“Services” means the shipping insurance services commonly referred to as “Route+” and those visual package tracking services commonly referred to as “Route Visual Tracking” together with any other products and services that may be made available by Route to Clients during the Term.

1.8.“Term” means the period during which this Agreement remains in force and effect in accordance with Schedule I.

2. General. This Agreement contains the general terms and conditions governing the legal relationship between Route and Affiliate relating to the mutual covenants and obligations of the Parties. However, Affiliate acknowledges and understands that this Agreement does not impose any obligation upon Route to provide any such access or services. Affiliate shall (a) designate an authorized representative to coordinate the completion of Affiliate’s obligations and (b) assist and cooperate with Route whenever reasonably necessary by performing Affiliate’s responsibilities. Route’s performance hereunder is dependent on Affiliate’s timely and effective performance of Affiliate’s responsibilities.
3. General Relationship of the Parties
   1. No License. Affiliate acknowledges and agrees that no license is granted under this Agreement to use or access the Services, any of Route’s proprietary technologies embodied therein, or any data, Confidential Information, or other content provided thereby. Except as may be otherwise agreed between the Parties pursuant to a separate agreement, Affiliate itself shall have no right to access or use the Services.
   2. Ownership and Proprietary Rights. As between Route and Affiliate, Route retains all right, title and interest in and to the Services and all technology, data, information or other content embodied therein or provided thereby, as well as any intellectual property rights or similar rights in connection therewith, and Affiliate acknowledges that it neither owns nor acquires any rights in or to the Services. Affiliate further acknowledges that Route retains the right to use the Services for any purpose in Route’s sole discretion, including, without limitation, by appointing additional promoters and/or agents to market and promote Route products.
4. Route Rights and Obligations. Route shall at its discretion deliver to Affiliate information and marketing materials describing the Services in reasonable detail and any pricing schedules applicable to Route’s standard retail distribution of the Services to Clients. Throughout the Term, Route may, on an ongoing basis, deliver to Affiliate additional marketing materials as Route deems appropriate in order to facilitate Affiliate’s performance of its marketing obligations hereunder. Affiliate acknowledges that Route may, in its sole discretion, amend or modify any of the foregoing from time to time, and Route will, on an ongoing basis throughout the Term, notify Affiliate of any such amendments or modifications as soon as commercially practicable after implementation thereof.

5.Affiliate Marketing and Distribution

5.1.General Marketing Obligations. Affiliate may, at its own expense, use its best efforts to market the Services. Without limiting the foregoing, Affiliate shall be permitted to distribute any marketing materials or information provided under Section 4, provided that Affiliate may not alter or modify any such materials or information without Route’s prior written consent. In no event will Affiliate purport to make representations or warranties on Route’s behalf, or purport to act as an agent of Route for any purpose, and all marketing and promotional information provided or distributed by Affiliate to any third party or through any media shall strictly conform to such information as Route may have provided to Affiliate pursuant to Section 4.

5.2.General Limitations Upon Marketing. Affiliate shall ensure that its marketing and/or use of the Services complies in all respects with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the Parties or the Services.

5.3.Trademarks. Subject to the terms and conditions of this Agreement, Route grants to Affiliate a non-exclusive, non-transferable, revocable license to reproduce and use the Route Marks solely for the purpose of conducting the marketing activities and subject to the conditions that (a) each use of Route Marks must be in approved in advance and in writing by Route in its discretion and (b) each use of Route Marks must be in strict accordance with the then-current trademark usage guidelines and conditions of Route and must not disparage or damage the goodwill of Route. Affiliate shall not alter or remove any Route Mark affixed to any Services or included in any marketing materials furnished by Route to Affiliate. Route Marks may only be used to refer or relate to Route or the Services. Route grants no rights in the Route Marks other than those expressly granted in this Section 5.3.

Affiliate acknowledges Route’s exclusive ownership of the Route Marks. Affiliate agrees not to take any action inconsistent with such ownership, not to challenge Route’s ownership or use, or the validity, of Route Marks, not to take any action likely to cause confusion with or dilute Route Marks, and to cooperate, at Route’s request and expense, in any action (including the conduct of legal proceedings) that Route deems necessary or desirable to establish or preserve Route’s exclusive rights in and to the Route Marks.

Affiliate will maintain the quality of all materials upon which it uses Route Marks at least at a level that meets or exceeds industry standards and that is at least commensurate with Route’s overall reputation for high quality products and services. Affiliate is responsible for material it creates, including for ensuring that such material complies with all laws, government regulations, and requirements of the jurisdiction(s) in which the material is distributed and does not infringe or violate the rights of third parties. Wherever Affiliate displays Route Marks in marketing materials, Affiliate must display Route Marks: accompanied by the TM or ® symbol as appropriate or as provided in the exemplars or artwork received from Route; and not in combination with any other name, mark or logo, other than, in Affiliate’s discretion, the name, mark or logo of Affiliate or its affiliates.

Upon written notice by Route, Affiliate will rectify any noncompliance with this Section 5.3 and give notice to Route of the specific modifications or steps taken to ensure compliance. Route, in its discretion, may change Route Marks at any time, but shall give Affiliate notice of such change, and within thirty (30) days after such notice Affiliate will replace all uses of the old Route Marks with the new Route Marks and use the new Route Marks only.

6.Fees and Payments

6.1.Commission Payments. In consideration for performance of Affiliate’s obligations hereunder, Route shall pay to Affiliate the Recommendation Fee set forth in Schedule I. Route shall have no obligation to pay, and Affiliate shall have no right to receive, any fee from revenues paid or payable to Route at any time by any Referral Clients or any other Clients. Route shall pay any amounts payable under this Section 6.1 as set forth in Schedule 1.

6.2.Affiliate’s Operating Expenses. Subject to Section 4, Affiliate shall bear all expenses incurred in performance of its obligations hereunder in marketing and promoting the Services to any prospective Client.

6.3.Disputed Fees. Affiliate must notify Route in writing of any dispute or disagreement with the fees paid within thirty (30) days after the date of payment of such fees. Absent such notice, Affiliate shall be deemed to have agreed to the fees as paid after the expiration of such time period.

6.4.Taxes. Affiliate shall be solely responsible for all national, state, or local sales, use, value-added, personal property, or other taxes or levies applicable to any consideration paid or payable by Route hereunder or which Route may otherwise be required to pay or collect upon the payment of any amount hereunder. Should any such tax or levy be assessed against Route, Affiliate agrees to pay such tax or levy and indemnify Route against losses or expenses associated with any claim for such tax or levy.

7.Confidentiality

7.1.Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and shall remain the sole property of the disclosing Party or such third party.

7.2.Mutual Confidentiality Obligations. Each Party agrees as follows with respect to the other Party’s Confidential Information: (i) to use the Confidential Information only for the purposes described herein; (ii) that such Party will not reproduce the Confidential Information except as necessary to perform its obligations hereunder and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party without the prior written consent of the other Party; (iv) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement.

7.3.Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) 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 (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

8.Warranties

8.1.Representations and Warranties. Each Party represents and warrants to the other that the execution and performance of this Agreement does not and shall not violate any other contract, obligation, or instrument to which it is a party, or which is binding upon it, including terms relating to covenants not to compete and confidentiality obligations.

8.2.No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN THIS AGREEMENT, THE SERVICES, AND ANY OTHER EQUIPMENT, MATERIALS, SOFTWARE, DATA AND/OR PRODUCTS OR SERVICES PROVIDED BY ROUTE ARE OR WILL BE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND ROUTE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, SECURITY, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY ROUTE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. ROUTE DOES NOT WARRANT THAT THE SERVICES OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET AFFILIATE’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. AFFILIATE ACKNOWLEDGES THAT ROUTE’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF AFFILIATE ONLY.

9.Limitation of Liability

9.1.LIMITATIONS. IN NO EVENT SHALL ROUTE BELIABLE TO AFFILIATE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF ROUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF ROUTE TO AFFILIATE FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE AFFILIATE PLATFORM TERMS, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES THEN-PAID TO AFFILIATE BY ROUTE UNDER SUCH AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE FIRST ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

9.2.Basis of the Bargain. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

10.Indemnification

1.Indemnification by Route.

10.1.Route shall defend, indemnify, and hold Affiliate harmless against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any claim by a third party that any use of, or access to, the Services expressly authorized under this Agreement infringes or misappropriates, as applicable, any U.S. patent issued as of the Effective Date or any copyrights or trade secrets under applicable laws of any jurisdiction within the United States, provided that Affiliate gives Route (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as Route may reasonably request, at Route’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Route shall have no obligation or liability to the extent that the alleged infringement arises from (1) the combination, operation, or use of the Services with products, services, information, materials, technologies, business methods or processes not furnished by Route; (2) modifications to the Services which modifications are not made or authorized by Route; (3) failure to use updates to the Services provided by Route; or (4) use of the Services except in accordance with any applicable user documentation or specifications (circumstances under the foregoing clauses (1), (2), (3) and (4), collectively, “Affiliate Indemnity Responsibilities”).

1.Upon the occurrence of a claim for which indemnity is or may be due under Section 8.1(a), or in the event that Route believes that such a claim is likely, Route may, at its option (i) appropriately modify the Services so that it becomes non-infringing, or substitute functionally equivalent software or services; (ii) obtain a license to the applicable third-party intellectual property rights; or (iii) terminate this Agreement on written notice to Affiliate and refund to Affiliate the license fees paid by Affiliate for the relevant license or access rights. The obligations set forth in this Section 9 shall constitute Route’s entire liability and Affiliate’s sole remedy for any actual or alleged infringement or misappropriation with respect to any Services.

2.Indemnification by Affiliate.

10.2.Affiliate shall indemnify, hold harmless, and, at Route’s option, defend Route from and against all losses, expenses (including reasonable attorneys’ fees), damages, and liabilities resulting from (a) any claim by any third party arising from or in connection with Affiliate’s breach of this Agreement, Affiliate Indemnity Responsibilities, and (b) any acts or omissions on the part of Affiliate in marketing or promoting the Services. Route agrees to give Affiliate (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as Affiliate may reasonably request, at Affiliate’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Affiliate shall not settle any third-party claim against Route unless such settlement completely and forever releases Route with respect thereto or unless Route provides its prior written consent to such settlement. In any action for which Affiliate provides defense on behalf of Route, Route may participate in such defense at its own expense by counsel of its choice.

11. Term and Termination

11.1.Agreement. This Agreement shall become effective upon that date set forth in Schedule I and continue in full force and effect until either (i) the expiration date set forth in Schedule I, or (ii) earlier termination by either Party in accordance with this Section 11.

11.2.Termination for Breach. Either Party may terminate this Agreement immediately upon written notice in the event that the other Party materially breaches this Agreement and thereafter (i) in the case of material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within fifteen (15) days after receiving written notice thereof; or (ii) has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within thirty (30) days after receiving written notice thereof.

11.3.Termination Upon Bankruptcy or Insolvency. Either Party may terminate this Agreement immediately upon written notice after the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws, or in the event that a receiver has been appointed for the other Party or any of its assets or properties, or an involuntary petition in bankruptcy has been filed against such other Party, which proceeding or petition has not been dismissed, vacated, or stayed within thirty (30) days.

11.4.Accrued Obligations. Termination of this Agreement shall not release the Parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this Agreement to survive termination. Notwithstanding the foregoing, the Party terminating this Agreement as permitted by any provision in this Section 11 shall incur no additional liability merely by virtue of such termination.

11.5.Cumulative Remedies. Termination of this Agreement, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or damage occasioned thereby.

11.6.Effect of Termination. Upon any termination of this Agreement, each Party shall (i) immediately discontinue all use of the other Party’s Confidential Information; (ii) delete the other Party’s Confidential Information from its computer storage or any other media, including, but not limited to, online and off-line libraries; (iii) return to the other Party or, at the other Party’s option, destroy, all copies of such other Party’s Confidential Information then in its possession and certify, in writing, that such destruction has taken place; and (iv) promptly pay all amounts due and remaining payable hereunder.

11.7.Survival of Obligations. The provisions of Sections 3, 6, 7, 8.2, 9, 10, 11.5, 11.6, 11.7, 11.8 and 12, as well as Affiliate’s obligations to pay any amounts due and outstanding hereunder, shall survive termination or expiration of this Agreement.

12. Non-Solicitation, Non-Competition, and Non-Disparagement

12.1.Non-Solicitation. At all times during the Term and thereafter for a period of twelve (12) months, neither Party will for any reason, whether directly or indirectly, (i) solicit, recruit, or encourage any customer, employee, or consultant of the other Party to reduce, alter, or terminate its relationship with the other Party or (ii) divert any potential Route customer away from the other Party.

12.2.Non-Competition. During the Term and for a period of twelve (12) months thereafter, neither Party will for any reason, whether directly or indirectly, and will cause its subsidiaries and affiliates not to, compete with the other Party by creating a subsidiary, product, or service that directly competes with the Services offered by the other Party during the Term of this Agreement. For the purposes of this clause, Client Services means fulfillment services.

12.3.Non-Disparagement. At all times during the Term and thereafter, neither Party will, whether directly or indirectly, make any disparaging, negative, or false or misleading statements with respect to the other Party. Notwithstanding the foregoing, nothing in this paragraph shall prohibit a Party from providing truthful information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that prior to providing such information, a Party shall provide prompt notice of such court order or requirement to the other Party to enable such Party to seek a protective order or otherwise prevent or restrict such disclosure.

13.Miscellaneous

13.1.Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF UTAH, WITHOUT GIVING EFFECT TO ITS RULES REGARDING CONFLICTS OF LAWS. AFFILIATE AGREES THAT ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES ARISING FROM OR IN RELATION TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF UTAH.

13.2.Force Majeure. Either Party shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of god, fire, strike, embargo, terrorist attack, war, blackout, telecommunications or network failure, insurrection or riot or other causes beyond the reasonable control of such Part. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

13.3.Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the Parties to the Agreement and addressed as follows: If to Affiliate: that address set forth on Schedule I. If to Route: Route App, Inc., 1557 W Innovation Way, Ste. 200, Lehi, Utah 84043, Attn: Legal Department. All notices required by or relating to this Agreement may also be communicated by facsimile, provided that the sender receives and retains confirmation of successful transmittal to the recipient. Such notices shall be effective on the date indicated in such confirmation. In the event that either Party delivers any notice hereunder by means of facsimile transmission in accordance with the preceding sentence, such Party will promptly thereafter send a duplicate of such notice in writing by means of certified mail, postage prepaid, to the receiving Party, addressed as set forth above or to such other address as the receiving Party may have previously substituted by written notice to the sender.

13.4.Assignment. Neither Party shall assign its rights or delegate its obligations under this Agreement without the other Party’s prior written consent, and, absent such consent, any purported assignment or delegation by such Party shall be null, void and of no effect. This Agreement shall be binding upon and inure to the benefit of Route and Affiliate and their successors and permitted assigns.

13.5.Independent Contractors. Affiliate and Route acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, Partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing this Agreement. Without limiting the generality of the foregoing, Affiliate is not an agent of Route for any purpose and has no power or authority to bind or commit Route to any obligation in any way, nor will Affiliate purport to have such power or authority. Affiliate is not and will not act as an employee of Route for any purpose within the meaning or application of any federal, state, or local unemployment insurance laws, social security laws, workers’ compensation laws, or industrial accident laws, or under any other laws or regulations that impute any obligation or liability to Route by reason of any employment relationship. Affiliate will not: (i) sign on behalf of Route any contract, commercial paper, or other instrument (although Route may be a third-party beneficiary to agreements entered into by or for Affiliate); or (ii) contract any debt or enter into any agreement, either express or implied, binding Route in any regard. Affiliate agrees to not accept any payment on behalf, or in the name, of Route, including any payment by a third party which is due, or to become due, to Route App under any agreement between such third party and Route.

13.6.Amendment. No amendment to this Agreement shall be valid unless such amendment is made in writing and is signed by the authorized representatives of the Parties.

13.7.Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.

13.8.Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance, or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.

13.9.No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

13.10.U.S. Government End-Users. Each of the components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and/or “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Services with only those rights set forth herein.

13.11.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement.

13.12.Construction. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. The term “including” means “including without limitation” and the term “discretion” means “sole discretion.”

13.13.Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes, and merges all prior oral and written agreements, discussions, and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.