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Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits,
constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein
by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement
as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
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Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing
and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated
by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery,
nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail
(in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only:
(i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
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Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or
delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or
delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake,
explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances,
or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
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Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by
an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth
in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising,
any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial
exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy,
power, or privilege.
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Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity,
illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate
or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid,
illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely
as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.
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Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of
Missouri without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws
of any jurisdiction other than those of the State of Missouri. Any legal suit, action, or proceeding arising out of or related to this
Agreement or the licenses granted hereunder may be instituted exclusively in the courts of the United States or the courts of the
State of Missouri in each case having within its geographic territory the Couny of St. Louis, Missouri, and each Party irrevocably submits
to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
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Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily,
involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld,
conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or
delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures
to the benefit of the Parties and their respective permitted successors and assigns.
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Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings
(including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the
Subscription Services or any Customer Data outside the US.
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Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 56 or,
in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and
agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order,
an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security,
or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies
that may be available at law, in equity, or otherwise.
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Counterparts.This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.