This End User License Agreement (this "Agreement"), is a binding agreement between NatML Inc ("Licensor") and the person or entity accepting these terms of use ("Licensee").

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING OR CHECKING THE "ACCEPT" BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
   • "Authorized Users" means those individuals authorized to use the Software pursuant to the license granted under this Agreement.
   • "Documentation" means user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form (including that provided on a Third Party platform, that describe the installation, operation, use, or technical specifications of the Software.
   • "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
   • "License Fees" means the license fees, including all taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement.
   • “Licensee Data” means any data or files uploaded by Licensee to Licensor as part of the Software services.
   • "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
   • "Software" means one or more software programs available for use by Licensee, including the Paid Services and Freemium Services, each as defined.
   • "Third Party" means any Person other than Licensee or Licensor, but excluding any affiliates of Licensee or Licensor.
2. License Grant and Scope.
   1. Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Subject to and conditioned upon Licensee's payment of the License Fees and Licensee's compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Software and Documentation, subject to all conditions and limitations set forth in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee's Authorized Users, to use and run the Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee's internal business purposes.
   2. Licensee may download and install, in accordance with the Documentation, the Software on computers or phones owned or leased, and controlled by, Licensee.
   3. With respect to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee including any features and/or functionality of the Services, Licensee grants to Licensor a non-exclusive, worldwide, perpetual, irrevocable, freely sublicensable and fully transferable license to make, use, sell, reproduce, create derivatives of, display or otherwise practice the feedback.
   4. During the Term, Licensee hereby grants Licensor the right to use its trade names, trademarks or logos (collectively, the “Marks”) on its website and in marketing materials to identify Licensee as a Licensee. All goodwill arising out of the use of the Marks by Licensor shall be on behalf of and shall inure to the benefit of the Licensee.
3. Third-Party Materials. The Software includes software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). A list of all materials included in the Software and provided under Third-Party Licenses can be found at www.natml.ai. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.
4. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly: (A) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage; (B) provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation; (C) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof; (D) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (E) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof; (F) copy the Software or Documentation, in whole or in part; (G) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, by any means; (H) use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any military, safety-critical applications or hazardous environments or systems; or (I) use the Software or Documentation in violation of any law, regulation, or rule.
5. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement. Licensee acknowledges that access is dependent upon Licensee maintaining access to telecommunications and Internet services, and Licensee is solely responsible for acquiring and maintaining all telecommunications and Internet services, and any and all costs, fees, expenses, and taxes related to such services.
6. Confidential Information.
   1. All non-public, confidential or proprietary information of the parties, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Licensee lists, pricing, discounts or rebates, disclosed by one party to the other, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with this Agreement is confidential, solely for the use of performance under this Agreement and may not be disclosed or copied unless authorized in writing. This section shall not apply to information that is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; or (c) rightfully obtained by the receiving party on a non-confidential basis from a third party.
   2. Except as necessary by legal or archival requirements, all the confidential information will be promptly returned or destroyed by the receiving party upon the disclosing party's written request (including any written notice of termination of this Agreement by either party). The parties acknowledge that any breach of this section may cause irreparable damage to the disclosing party, for which monetary damages will not provide adequate compensation. In addition to any other remedy available at law or in equity, the disclosing party is entitled to seek specific performance and injunctive or other equitable relief against a breach or threatened breach of this section.
7. Compliance Measures.
   1. During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than ten days' prior notice to Licensee, and (ii) no more than three audits may be conducted in any six month period except for good cause shown. Licensor also may, in its sole discretion, audit Licensee's systems within six months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, information, and personnel. Licensor shall only examine information directly related to the Licensee's use of the Software.
   2. If the audit/any of the measures taken or implemented under this section 7 determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement, then Licensee shall promptly pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement, obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (i) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (ii) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). Licensor's remedies set forth in this section are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.
8. Maintenance and Support. Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively,"Updates") as Licensor makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement.
9. Privacy; Licensee Data.
   1. The use of the Services is subject to the website Privacy Policy (“Privacy Policy”), and the website Terms of Use found at https://natml.ai/terms, which is hereby incorporated by reference into this Agreement.
   2. Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software by Licensee or on Licensee's equipment, including but not limited to: (i) improving the performance of the Software or developing Updates; and (ii) verifying Licensee's compliance with the terms of this Agreement and enforcing the Licensor's rights, including all Intellectual Property Rights in and to the Software.
   3. Should Licensee upload any Licensee Data to the website as part of its use of the Software, such Licensee Data shall remain Licensee's intellectual property, but Licensee grants Licensor a limited term, limited use license solely to provide the services to Licensee. In addition, Licensee hereby grants Licensor the right to utilize Licensee Data for normative research so long as such data is used only in aggregated and anonymous format for research, analyses and reporting purposes only.
10. Term and Termination.
    1. Licensee's subscription for the Freemium Services (defined below) will begin on the Effective Date and terminate on the earlier of (a) Licensee subscribing to the Paid Services (as defined below) and (b) the termination of this Agreement (the“Term”). Licensee's subscription for the Paid Services (defined below) will begin on the date Licensee purchases the premium version, shall terminate on the date of termination of this Agreement pursuant to section 10(c) below below. The Freemium Term or the Paid Services Term, as applicable, shall automatically renew at the end of the initial term and each subsequent term for a period of one month, unless at least ten (10) days before expiration either party sends the other party a written termination notice.
    2. Licensee may, at any time, become a paying customer and receive additional services by upgrading from the Freemium services in order to access a wider range of service features and functionalities (the “Paid Services”). For clarity, the term “Software” shall mean the Freemium Services or the Paid Services, as applicable.
    3. During the Freemium Term, either party shall have the right to terminate the Freemium term at any time, upon providing the other party with at least ten (10) days written notice. In addition, Licensor may terminate the Freemium Term immediately by providing written notice if Licensee commits a material breach of this Agreement. Upon any termination of the Freemium Term, Licensee shall immediately cease all use of the Freemium Services and Licensor shall revoke all passwords and access to the Freemium Services. During the Paid Services Term, either party may terminate this Agreement only if the other party has breached a material term of the Agreement, and the breaching party has failed to remedy such breach within ten (10) calendar days following written notice from the non-breaching party. Upon any termination of the Paid Services Term, Licensee shall immediately cease all use of the Paid Services and Licensor shall revoke all passwords and access to the Paid Services.
11. Fees; Payment.
    1. NatML uses a third party payment processor (the “Payment Processor”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Payments are currently processed by Stripe in accordance with Stripe's terms of service and privacy policy. Licensee agrees to pay, through the Payment Processor, all License Fees. Licensor reserves the right to correct, or to instruct the Payment Processor to correct, any errors or mistakes, even if the payment has already been requested or received.
    2. Any License Fees for the Software are payable in advance and are non-refundable. Any renewal of a Paid Services license shall not be effective until the fees for such renewal have been paid in full. All License Fees paid are non-refundable and payment obligations are non-cancelable. The License Fees due are without deduction and are not inclusive of any taxes, levies, duties or similar governmental assessments.
12. Warranties; Disclaimer.
    1. Licensor warrants that the Software will substantially contain the functionality described in the Documentation, and when properly installed on a computer or phone, meeting the specifications set forth in, and operated in accordance with, the Documentation, will substantially perform in accordance therewith.
    2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(a) THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
    1. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED IN THE AGGREGATE THE AMOUNTS PAID OR PAYABLE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
    3. THE LIMITATIONS SET FORTH IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
14. Indemnification.
    1. Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor, its officers, directors, agents and employees from all liabilities, claims, and expenses awarded by a court or agreed to pursuant to a settlement agreement reached with an unaffiliated third party, that arise from or relate to any third party claim (i) alleging that any Licensee Data infringes or misappropriates such third party's intellectual property rights, proprietary rights or any applicable law, or (ii) arising from Licensee's use of the Software in violation of this Agreement, the Documentation, or applicable law.
    2. Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee from all liabilities, claims, and expenses paid or payable to an unaffiliated third party, that arise from or relate to any third party claim brought against Licensee to the extent that it is based upon a third party claim that the Software (excluding the Licensee Data) infringes or misappropriates any US intellectual property rights, and will pay any costs and damages attributable to such claim that are finally awarded by a court against Licensee or agreed to pursuant to a settlement agreement.
       1. If an infringement or misappropriation claim covered under this section is made or threatened, Licensor may, in its sole discretion: (A) replace or modify the Software with a non-infringing alternative having substantially equivalent capability; (B) procure the right for Licensee to continue its use of Software; or (C) notwithstanding Licensor’s indemnification obligation hereunder, terminate this Agreement without penalty and refund any unused, prepaid fees for the remainder of the unexpired Term to Licensee.
       2. Licensor shall have no liability under this section to the extent that any third-party claims described herein are based on (A) use of the Software in a manner that violates this Agreement or the Documentation, or the written instructions given to Licensee by Licensor; (B) any information, technology, materials or Licensee Data (or any portions or components of the foregoing) not created or provided by Licensor, (C) any portion of the Software that was modified after delivery by Licensor; (D) combination of the Software with other Third-Party Applications, products, processes, materials or other technology not provided by Licensor (where the claim arises from or relates to such combination); or (E) where Licensee continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. THIS SECTION STATES THE ENTIRE OBLIGATION OF LICENSOR AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE LICENSOR PLATFORM.
       3. These indemnification obligations are contingent upon the party seeking indemnity: (A) promptly giving the indemnifying party written notice of the claim, provided that the failure to do so does not relieve the indemnifying party of its obligations herein except to the extent that the indemnifying party is prejudiced by such failure to give notice; (B) giving the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any claim without the indemnified party’s prior written consent (not to be unreasonably withheld); and (C) giving the indemnifying party all reasonable assistance in the defense and settlement of the claim (at the indemnifying party's sole expense), provided that the indemnified party may, at its own expense, retain counsel to independently evaluate the infringement claim(s).
15. Export Regulation.
    1. The Software and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the US.
    2. Licensee further warrants that nor any of its executive officers, directors or any Party holding any ownership interest or controlling interest in Licensee (“Connected Persons”) is a Party with whom Licensor is prohibited from dealing by any law, regulation, or executive order, including, without limitation, names appearing on the U.S. Department of the Treasury's Office of Foreign Assets Control's and Specially Designated National and Blocked Person's List. Further, Licensee understands that if at any time during the term of this Agreement, Licensee or any of its Connected Persons, is determined to be or for any reason becomes and individual, entity, or organization with whom Licensor is prohibited from dealing in accordance with this section, Licensee shall give immediate written notice to Licensor and Licensor shall have the right to terminate this Agreement with immediate effect, without fault or liability. If Licensor exercises the termination right described herein, Licensee shall pay Licensor for any Fees prior to the effective date of termination and shall not be entitled to any refund for any unused, pre-paid Fees following the effective date of termination, unless payment is prohibited by law.
    3. Furthermore, neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
16. Miscellaneous. This Agreement shall be governed by the State of Delaware without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the courts of New Castle County, Delaware. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) on the date sent by or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient (if to NatML, to hi@natml.ai); or (ii) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the Authorized Persons. This Agreement constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may not be transferred or assigned by either party without the other party's prior written consent, except that no such consent shall be required for assignment to a successor or an acquirer of all or substantially all of the assigning party's business or assets to which this Agreement, and the assigning party has notified the other party in writing. Any purported assignment in violation of the foregoing shall be void and without effect. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.