1. SUBSCRIPTION LICENSE

   1.1. The Software is licensed not sold. Subject to the terms and conditions of this Agreement, AIRS grants to You only, and You accept, a non-exclusive, non-transferable, non-sublicensable license (“License”) to Use the Software for purposes described in the Documentation, provided that: (a) the unique license keys for each MRI and PACS equipment authorized by You to be used in connection with the Software (“Authorized Equipment”) are for the named equipment only and cannot be shared or used by more than one (1) equipment; and (b) the unique login credentials for each individual authorized by You to Use the Software (“Authorized Users”) are for the named individual only and cannot be shared or used by more than one (1) person. You shall Use the Software solely for Your internal operations, and AIRS retains all rights not expressly licensed herein. This Agreement also applies to any Updates and Upgrades of the Software that AIRS may provide to You from time to time. For clarity, the Software may not be accessed for purposes of monitoring the availability, performance or functionality of the Software, or for any other benchmarking or competitive purposes. Any attempt to circumvent the access controls may be criminally punishable under copyright laws of any applicable country or jurisdiction including the United States Digital Millennium Copyright Act. Under no circumstances shall the Software be Used for clinical or diagnostic purposes not in accordance with standard product labeling, and AIRS assumes no liability for any Use in this manner.

   
   

   1.2. Your license is limited in time and valid solely for the specified duration (“Subscription Term”) in accordance with the limitations set forth in the Purchase Agreement. Your right to Use the Software begins on the date the Software is implemented and customized at Your facility (“Service Start Date”) and continues until the end of the Subscription Term, unless otherwise terminated in accordance with this Agreement. The Use of the Software is subject to usage limits expressed in terms of the number of Authorized Equipment and Authorized Users in accordance with the Purchase Agreement. You may add an additional number of Authorized Equipment and Authorized Users at any time by reaching out to the Approved Source who provided the Software to You.

   
   

   1.3. If the Purchase Agreement required installation of a third party device acting as a gateway between internal and external networks (the “Gateway PC”) or a third party workstation acting as a server within the local network (the “Workstation”), the Software may only be operated in conjunction with the Gateway PC or the Workstation and separating the Software from the Gateway PC or the Workstation will invalidate Your license to Use the Software. AIRS is not responsible or liable for any failure of the Software resulting from Your interference with the operation of the Gateway PC or the Workstation. AIRS may access the Gateway PC remotely for purposes of resolving issues or making any Updates and Upgrades. In the case of the Software requiring the Workstation, AIRS’ obligations related to the Service Commitment set forth in Section 7 will not apply.

   
   

   1.4. This Agreement is effective from the Service Start Date and will continue for the duration of the Subscription Term unless earlier terminated in accordance with this Agreement. The term of this Agreement may be extended through Your purchase of additional usage rights from an Approved Source.



2. FREE TRIAL LICENSE

   2.1. If You obtain usage rights for free trial purposes from an Approved Source (“Free Trial Software”), Your Use of the Free Trial Software is only permitted for the period limited by the license key or otherwise stated by the Approved Source in writing. If no free trial period is identified by the license key or in writing, then the free trial license is valid for thirty (30) days from the date the Software is made available to You. Notwithstanding anything contained in this Agreement, the Free Trial Software is licensed “AS IS” without representation or warranty of any kind, expressed or implied, and AIRS does not assume any liability arising from any Use of the Free Trial Software. You may not publish any results of benchmark tests run on the Free Trial Software without first obtaining written approval from AIRS.



3. RESTRICTIONS ON USE

   3.1. You will not (and will not authorize a third party to): (a) resell, distribute, sublicense, transfer or assign Your rights under this Agreement or otherwise make the Software available to any other person or entity unless expressly authorized by AIRS in writing; (b) copy, modify, alter, incorporate, adapt into or with other software or create derivative works of the Software or Documentation; (c) Use the Software other than as authorized in this Agreement; (d) reverse engineer, decompile, decrypt, disassemble, translate or analyze the Software or otherwise attempt to derive the source code, underlying ideas, algorithms or programming for the Software by any means whatsoever; (e) use the Software in violation of any applicable laws, rules and regulations, and other requirements of any governmental or regulatory authorities (“Applicable Laws”); (f) interfere with or disrupt the integrity or performance of the Software; (g) deactivate, impair, or circumvent any security or authentication measures of the Software; or (h) build a competitive product or service using similar ideas, features, functions or graphicsof the Software.

   
   

   3.2. You will not: (a) engage in the service of operating the Software on behalf of third parties; (b) engage in the service of operating the Software to analyze MRI datasets that originate from imaging centers or MRI scanners outside of Your facility; or (c) otherwise Use or authorize others to Use the Software to or for the benefit of third parties.

   
   

   3.3. You will be responsible for any Use of the Software or any activities taking place through Your account, whether authorized or unauthorized.



4. OWNERSHIP

   4.1. AIRS retains ownership of all worldwide right, title and interest in and to the Software (i.e., the software itself and entailed codes, data, and deep learning models as well as all graphics, user interfaces, logos, and marks reproduced through the Software) and all intellectual property rights therein, whether registered by law or not (collectively, the “AIRS IP Rights”). The AIRS IP rights extend to copies, improvements, enhancements, derivative works and modifications of the Software. You will not (and will not authorize a third party to): (a) make any claim or take any action that interferes with or is adverse to AIRS’ ownership or exercise of the AIRS IP Rights; (b) challenge any right, title or interest of AIRS in or to the AIRS IP Rights; or (c) register or apply for registrations, anywhere in the world, for the AIRS IP Rights or that incorporates any of them in whole or in part.

   
   

   4.2. The Software is protected under copyright and other intellectual property laws. Your rights to Use the Software are limited to those expressly granted by this Agreement, and AIRS reserves any rights not expressly granted to You. This Agreement does not convey to You an interest in or to the Software, but only a limited right of Use which is revocable in accordance with this Agreement.

   
   

   4.3. No license, right, or interest in any AIRS logo, trademark, trade name, service mark, or other designation (collectively, the “AIRS Marks”) is granted hereunder. You will not (and will not authorize a third party to): (a) use any mark, anywhere, that is confusingly similar to any of the AIRS Marks; (b) misappropriate any of the AIRS Marks; (c) alter, obscure, or remove any of AIRS Marks and any product identification or intellectual property notices placed on or within the Software, the Documentation, or other materials provided by AIRS; or (d) use or place AIRS’ name or any of the AIRS Marks on, or directly or indirectly in connection with, any place of business or other facility that is not used for, or directly related to, the Use of the Software.

   
   

   4.4. You acknowledge and agree that any ideas, suggestions, or recommendations You provide to AIRS solely relating to the Software (“Feedback”) may be used, disclosed, reproduced, disseminated, published or otherwise exploited by AIRS for any purpose, including incorporating into its products and services, without obligation or restriction of any kind, and that You waive any rights whatsoever in or to such Feedback.



5. DATA & SECURITY

   5.1. As used in this Agreement: (a) the term “Customer Data” refers to all data processed, stored or managed through the Software by You or on Your behalf, and includes, without limitation, (i) data provided by You or on Your behalf, (ii) other data generated through Your use of the Software or components thereof, including any user information and reports generated therefrom, and (iii) copies of all such data rendered onto paper or other non-electronic media; (b) the term “Personal Information” refers to information that identifies, relates to, describes, is reasonably capable of being associated with, could reasonably be used to infer information about, or could reasonably be linked, directly or indirectly, with an individual person or household; (c) “Anonymized Data” refers to Customer Data with Personal Information removed in a way that does not include and is not subject to any key, code, or other mechanism that could be used to restore such Personal Information; and (d) “Privacy/Security Laws” refers to Applicable Laws governing the protection, security, or management of Customer Data and/or Personal Information, including any local privacy, data protection and personal health information legislations.

   
   

   5.2. AIRS shall have an irrevocable, non-exclusive, royalty-free, worldwide, perpetual right to access and use Customer Data (which may also include Personal Information) in compliance with Privacy/Security Laws: (a) as necessary to provide the Software to You; (b) to identify or resolve technical problems with the Software; or (c) to enhance the Software and its respective components and create new features thereof.

   
   

   5.3. AIRS will, as part of its compliance measure: (a) use commercially reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and (b) maintain (and will require its third party service providers to maintain) reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data in accordance with applicable industry standards.

   
   

   5.4. You shall be responsible for obtaining any necessary rights, consents, permissions and licenses, and implementing any other means necessary to comply with requirements under Privacy/Security Laws, for AIRS to access and use Customer Data as authorized by this Agreement. You represent and warrant that: (a) You have, and will continue to have, the legal right and authority to access, use and disclose to AIRS any such Customer Data; and (b) AIRS’s use of any such Customer Data in accordance with this Agreement will not (i) infringe any intellectual property rights and publicity, privacy, confidentiality, contractual or other rights, (ii) violate any Privacy/Security Laws, or (iii) cause a breach of any agreement between You and any third party.

   
   

   5.5. AIRS will not disclose Customer Data to any third party, except that AIRS may disclose Customer Data as required by Applicable Laws or by proper legal or governmental authorities. Notwithstanding the foregoing, AIRS may create Anonymized Data and combine it with data from other customers into a new aggregate dataset (“Aggregate Data”), and shall have a right to use, disclose, reproduce, sell, disseminate, publicize or otherwise exploit any such Anonymized Data or Aggregate Data for any purpose.



6. TECHNICAL MAINTENANCE

   6.1. AIRS will perform or require its third party hosting services provider to perform regular backups of the AIRS production database, which backups will be held on servers at a different geographic location to the production database, and provide routine and emergency recovery of the Software from such archived backup. The backup schedule will include at least weekly full backups and daily incremental backups.

   
   

   6.2. AIRS will establish and maintain disaster recovery and business continuity plans and procedures, including maintaining a server failover and the remote storage of backup files. In the event of any unauthorized loss, destruction, alteration, disclosure, exposure or corruption of Customer Data (“Data Incident”), AIRS will use commercially reasonable efforts to restore such Customer Data from the latest backup maintained by AIRS. You acknowledge and agree that hosting data online involves risks of Data Incident beyond the control of AIRS and that, in accessing and using the Software, You assume such risks.

   
   

   6.3. In normal conditions, any MR image data uploaded on AIRS Server (along with minimum identification information and which has been separated from any metadata at the Gateway PC) will be stored for 24 hours at maximum for progress checking and trouble shooting purposes and then completely deleted afterwards.



7. SERVICEAVAILABILITY

   7.1. As used in this Agreement: (a) the term “Actual Uptime Percentage” is any time during the Service Month that the Software is available; (b) the term “Critical Issue” is an issue in which the AIRS Service is unavailable; (c) the term “Standard Issue” refers to all issues that are not Critical Issues; (d) the term “Unavailable” or “Unavailability” describes all times during which it is not possible for You to login to, access, or Use the Software via the normal login screen through the site, provided, however, that lack of connectivity due to SLA Exclusions or during AIRS’s reasonable, previously scheduled maintenance windows will not be counted as Unavailability; (e) the term “Service Credit” is a dollar credit, calculated as set forth below, that AIRS may credit back to You; (f) “Service Month” is a month during the then current Subscription Term; and (g) the term “SLA Exclusion” is any unavailability, suspension or termination of the Software or any other performance issues of the Software (i) caused by any Force Majeure Event or Internet access or related problems beyond the demarcation point of the Software, (ii) that result from any actions or inactions of You or Authorized Users, (iii) that result from Your equipment, software or other technology, or (iv) arising from AIRS’ proper suspension and termination of Your right to Use the Software in accordance with this Agreement.

   
   

   7.2. The Software shall be deemed available except for those times it is Unavailable. If You have been using the Software for less than one (1) month, Your Service Month is still the number of days in such month but any days prior to the Service Start Date will be deemed to have had 100% availability. Any downtime occurring prior to a successful Service Credit claim cannot be used for future claims. Actual Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

   
   

   7.3. AIRS will use commercially reasonable efforts to make the Software available with a target uptime percentage of at least 99.9% during the Service Month (the “Service Commitment”). In the event AIRS does not meet the Service Commitment in any Service Month, as the sole and exclusive remedy available to You as compensation for AIRS’ failure to meet the Service Commitment, AIRS will make the following arrangement with the Approved Source for You to be eligible for an award of Service Credits:

   
   

   7.3.1. If the Actual Uptime Percentage in any Service Month is lower than the Service Commitment, then the Approved Source will credit You in an amount of the monthly subscription fee paid by You for that Service Month multiplied by a percentage equal to the difference between the Service Commitment and the Actual Uptime Percentage for that Service Month. The Approved Source will apply any Service Credits against future payments otherwise due from You, except that if no such payments are due by You within the next thirty (30) days, the Approved Source will instead provide a prompt refund in the amount of the Service Credits.

   
   

   7.3.2. If at any time during any Subscription Term, the Actual Uptime Percentage is lower than the Service Commitment for any three (3) Service Months during a rolling twelve (12) month period, or if the Actual Uptime Percentage for any single Service Month falls below 90%, this will constitute an uncurable material breach and You shall have the right, in addition to any Service Credits, to terminate this Agreement immediately and receive a pro rata refund for any Service Months remaining in the then current Subscription Term.

   
   

   7.4. In order to receive a Service Credit, You must contact the Approved Source from whom You acquired the Software in accordance with the procedure set forth in the Purchase Agreement. Among other things, the credit request must: (a) include Your account information; (b) include the dates and times of each incident of Unavailability that You claim to have experienced, or a reference to a AIRS report that shows the Unavailability; and (c) be received by the Approved Source within thirty (30) business days of the last reported incident in the claim.

   
   

   7.5. If the Actual Uptime Percentage of such request is confirmed by AIRS and is less than 99.9% for the Service Month, then the Approved Source will issue the Service Credit to You within thirty (30) days of the month in which the request occurred. In connection with any such request, if AIRS is unable to confirm Customer’s calculation of the Actual Uptime Percentage, the Approved Source shall set forth in writing to You in reasonable detail the reasons for AIRS’ being unable to confirm Your calculation of the Actual Uptime Percentage, Your failure to provide the request and other information as required above or to follow the procedure set forth in the Purchase Agreement will disqualify You from receiving a Service Credit.



8. WARRANTY & DISCLAIMER

   8.1. AIRS warrants that the Software will perform in accordance with the requirements set forth in Section 7, provided that the remedies specified in Sections 6 and 7 are AIRS’ entire liability for any failure in the performance, operation or security of the Software (including in the case of any Data Incident). AIRS also represents and warrants that: (a) it has full power and authority to enter into and fulfill all the terms and conditions of this Agreement; (b) it is the sole owner and copyright holder of the Software; (c) it has, and on the date of the delivery of the Software will have, the full right and authority to grant the license set forth in this Agreement and that this license does not conflict with any other agreement or obligation to which AIRS is a party or by which it is bound; and (d) the Software does not contain, viruses, trap doors, worms, time or logic bombs, malware, Trojan horses, backdoors, trapdoors or similar devices.

   
   

   8.2. WITH THE EXCEPTION OF THE FOREGOING WARRANTIES, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND AIRS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, ACCURACY OF ANY ADVICE OR INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, AIRS FURTHER DISCLAIMS THAT THE SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED.

   
   

   8.3. YOU ASSUME THE SOLE RESPONSIBILITY AND LIABILITY FOR THE RESULTS OBTAINED FROM THE SOFTWARE AND ANY CONCLUSIONS DRAWN THEREFROM. AIRS FURTHER DISCLAIMS THAT THE SOFTWARE WILL MEET YOUR OR YOUR PATIENTS’ REQUIREMENTS OR EXPECTATIONS.

   
   

   8.4. AIRS DOES NOT PROVIDE PROFESSIONAL MEDICAL ADVICE THROUGH THE SOFTWARE. ALL MEDICAL ADVICE IS PROVIDED BY YOU ONLY, AND YOUR LICENSED PHYSICIANS OR OTHER HEALTHCARE PROFESSIONALS ARE SOLELY RESPONSIBLE FOR EXERCISING THEIR PROFESSIONAL JUDGMENT BASED ON THE DATA GENERATED FROM THE SOFTWARE. AIRS IS NOT RESPONSIBLE FOR THE OUTCOME OF ANY APPLICATION TO ANY PATIENT DIAGNOSIS OR ANY HEALTH PROBLEMS THAT MAY RESULT FROM YOUR USE OF THE DATA GENERATED FROM THE SOFTWARE. IF YOU RELY ON ANY INFORMATION YOU RECEIVE OR LEARN ABOUT THROUGH THE SOFTWARE, YOU DO SO AT YOU OWN RISK AND ARE VOLUNTARILY PARTICIPATING IN SUCH ACTIVITIES. YOU SHALL NOT MAKE TO ANY OF YOUR PATIENTS ANY WARRANTY OR REPRESENTATION IN THE NAME OF OR ON BEHALF OF AIRS.

   
   

   8.5. AIRS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, CUSTOMER’S OWN DATA SYSTEMS AND NETWORKS, AND THE DATA HOSTING AND STORAGE FACILITIES OF ANY SERVICE PROVIDER, AND THAT THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. AIRS IS NOT RESPONSIBLE FOR ANY DELAYS, DELLIVERY FAILRUES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.



9. LIMITATION OF LIABILITY

   9.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT AIRS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY CLAIMS), AND WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 9.1 WILL APPLY EVEN IF THE REMEDIES SPECIFIED IN THIS AGREEMENT ARE FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE.



10. INDEMNITY

    10.1. AIRS shall indemnify, defend and hold harmless You and Your respective officers, directors, employees, agents and contractors from and against any and all losses, damages, costs, expenses and other liabilities (“Losses”) incurred as a result of any claim, demand, action or other proceeding (“Claim”) brought by any third party (including Your patients) to the extent arising out of or related to: (a) the infringement of the Software on the intellectual property rights of any third party; or (b) the presence of any manifest defect in the images generated from the Software subject to Your actual reliance on and application of such images in making a diagnosis.

    
    

    10.2. Customer shall indemnify, defend and hold harmless AIRS and its respective officers, directors, employees, agents and contractors from and against any and all Looses incurred as a result of any Claim brought by any third party to the extent arising out of or related to: (a) Your negligence or intentional misconduct; (b) Your breach of this Agreement or violation of Applicable Laws; (c) Your use of the Software and any results obtained therefrom; (d) the infringement of Customer Data on any third party rights; or (e) Your violation of Privacy/Security Laws through Your account.

    
    

    10.3. The indemnity obligations are conditioned upon the indemnified party promptly notifying the indemnifying party of the Claim, allowing the indemnifying party to control any defense or settlement of such Claim. The indemnifying party shall have the exclusive ability to defend or settle the Claim, provided that the indemnifying party shall not enter into any settlement that imposes upon the indemnified party any obligation or liability without the indemnified party’s prior written consent. The indemnified party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of the Claim that has been assumed by the indemnifying party.



11. OBLIGATIONS OF CUSTOMER

    11.1. Customer shall be solely responsible for any regulatory and legal compliance obligations as a healthcare provider in accordance with Applicable Laws, including maintaining images as medical records.

    
    

    11.2. You shall not receive, download, ship, transfer or otherwise export or re-export the Software or any underlying information or technology (or direct product thereof) except in full compliance with all US and other applicable laws and regulations, including, but not limited to, the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as an export-controlled item under the Export Laws, You represent and warrant that You are not a citizen of, or otherwise located within, an embargoed nation, and that You are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if You fail to comply with the Export Laws or this Agreement.



12. SUSPENSION & TERMINATION

    12.1. Without limiting other available remedies, AIRS has the right to immediately suspend or disable Your access to the Software without prior notice if: (a) Your use of the Software materially disrupts, harms, or poses a security risk to AIRS or to any other customer, or may cause harm to the Software or any third party service provider; (b) You breach any term of this Agreement; or (c) You use the Software for the purpose of accomplishing any fraudulent or illegal activities. If any of these issues remains unresolved and continues for longer than thirty (30) days, AIRS may terminate this Agreement effective immediately by sending written notice to You.

    
    

    12.2. Upon termination, You shall immediately cease all Use of the Software and return, erase or destroy all copies of the Software and all portions thereof, including the associated storage media and Documentation.

    
    

    12.3. Termination is not an exclusive remedy and all other remedies will be available to each party whether or not the Agreement is terminated.

    
    

    12.4. Any provisions of this Agreement that are designed to survive to fulfil their essential purpose shall survive the expiration or termination of this Agreement.

    
    

    12.5. The expiration or termination of this Agreement for any reason shall not relieve either party of any obligation or liability accruing prior to such expiration or termination, nor preclude either party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.



13. GENERAL

    13.1. The parties are independent contractors, and no branch or general agency, partnership, association, joint venture, employer-employee, franchiser-franchisee, or similar relationship is intended or created by this Agreement. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party.

    
    

    13.2. This Agreement shall be binding upon and apply to each party’s respective successors and lawful assigns, provided, however, that a party may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written consent of the other party.

    
    

    13.3. This Agreement shall be construed in accordance with the laws of the Republic of Korea without regard to its conflict of laws provisions. All disputes arising out of or in connection with this Agreement shall be subject to the jurisdiction of the Seoul Central District Court, except for any action seeking injunctive relief, which may be brought in any court of competent jurisdiction.

    
    

    13.4. If any provision of this Agreement is held by a court of law to be partially or wholly invalid, unenforceable, or inoperative for any reason whatsoever, the provision shall be deemed amended to achieve as nearly as possible the same economic effect as originally intended by the parties, and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

    
    

    13.5. No failure or delay by either party to exercise any right or remedy under this Agreement shall operate as a waiver of any such right or remedy.

    
    

    13.6. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

    
    

    13.7. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No amendment or modification of this Agreement shall be valid or binding unless the same shall be made in writing and signed by the parties.

You, the undersigned, hereby declare and confirm that You have read and understood this Agreement and that You undertake to comply with all the terms of this Agreement.