Yachtly Platform Agreement

Welcome Aboard!

We are excited you have joined the Yachtly community, and we are honored to be your trusted charter payments partner.

This Yachtly Platform Agreement is a legal agreement between Yachtly, Inc. (“Yachtly”, “we” or “us”) and the yacht charter broker business entity or sole proprietor on whose behalf you (“you” or “your”, or “Broker”) are applying for, and opening a Yachtly account (“Yachtly Account”) to receive yacht charter fee payment processing services, transaction monitoring, automated funds transfer, payouts, and other business services provided by us (the “Yachtly Services”). This document describes the terms and conditions that are applicable to your use of the Yachtly Services, and it applies to you as soon as you access or use the Yachtly Services for the first time. This agreement will continue to apply to you for as long as you use the Yachtly Services, and some of the provisions of this agreement will continue to apply to you even after we or you close your Yachtly Account. IMPORTANT: Yachtly is not a bank or a licensed money transmitter, and the payment processing, funds transfer, and banking features of the Yachtly Services are provided to you by Stripe Payments Company ("Stripe") and Stripe’s banking partners (“Financial Partners”). Because we are not a financial institution, we rely on Stripe and their Financial Partners to move money on your behalf and on behalf of your clients (“Charterers”). We never take possession or exercise legal control over Charterer funds or your charter commissions (“Commissions”) – our job is to provide payment method options to your Charterers, convey their payment credientials and to communicate the bank account information you provide us to Stripe to ensure that funds arrive on time and are transferred to the correct bank accounts. For this reason, before applying for a Yachtly Account and using the Yachtly Services, you must read and accept the terms of the Stripe Services Agreement, and the Stripe Connected Account Agreement. If you don’t accept Stripe’s terms, we won’t be able to provide the Yachtly Services to you. If this sounds confusing, we’d be more than happy to explain how it all works – just reach out to us at support@goyachtly.com. We realize payment processing can be very confusing, and it’s our mission to make it as simple as possible for you and your clients.

THAT SAID, PLEASE READ THIS AGREEMENT CAREFULLY. WHEN YOU APPLY FOR A YACHTLY ACCOUNT, AND EACH TIME YOU ACCESS OR USE THE YACHTLY WEBSITE, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, AND THAT YOU CONSENT TO OUR COLLECTION, STORAGE, USE, AND DISCLOSURE OF YOUR PERSONAL INFORMATION IN THE MANNER DESCRIBED IN THE YACHTLY PRIVACY POLICY. YOU ALSO AGREE TO RECEIVE ALL NOTICES AND OTHER COMMUNICATIONS FROM US AND OUR PARTNERS ELECTRONICALLY AS DESCRIBED IN SECTION 7.2. THIS AGREEMENT ALSO REQUIRES YOU TO RESOLVE ALL DISPUTES WITH US IN INDIVIDUAL ARBITRATION INSTEAD OF IN A COURT IN FRONT OF A JURY. THIS AGREEMENT ALSO PROHIBITS YOU FROM PARTICIPATING IN A CLASS ACTION LAWSUIT AGAINST US. SECTION 7.10 (THE "ARBITRATION AGREEMENT”) CONTAINS DETAILS ABOUT THE RIGHTS YOU ARE GIVING UP BY AGREEING TO ARBITRATION AS A MEANS OF RESOLVING DISPUTES, AS WELL AS THE ARBITRATION PROCESS.

1. The Yachtly Platform.

1.1. Overview. Yachtly offers a suite of technology services (the “Yachtly Platform”) that enables Charterers to make deposits to secure a charter yacht vacation booking and to make charter fee installment payments, and permits Brokers to automatically (a) receive Commissions for charter bookings as soon as the Charterer makes a payment, (b) transfer Charterer deposits and charter fee payments (minus Commissions) to providers of yacht stakeholder services (“Stakeholders”) according to the terms of the charter contract (the “Contract”) and (c) track the status of charter fee payments and payout dates using the Yachtly dashboard (the “Dashboard”).

1.2. Yachtly Account Eligibility. To apply for a Yachtly Account and to use the Yachtly Services, Brokers must be authorized to do business in the United States – this means that your business must be incorporated in a U.S. state (if you are a corporation, LLC, or partnership) or if you are a sole proprietor, you must possess a valid tax identification number. While the features of the Yachtly Platform provide benefits to Charterers and Stakeholders, they are not parties to this agreement, and these terms do not apply to them. You or the person applying for and managing your Yachtly Account (the “Account Owner”) must not try to create a Yachtly Account on behalf of, or for the benefit of any person or business entity whose Yachtly Account was previously suspended or terminated by us. If you are not a U.S.-based business, please contact us at support@goyachtly.com so we can evaluate whether we can provide the Yachtly Services to you.

1.3. Account Owner Authorization; Business Details; Age Requirement. You and your Account Owner individually affirm to us that: (a) your Account Owner is authorized to provide details about your business and its personnel (“Business Details”) and to consent to the terms of this agreement on your behalf; and (b) your Account Owner is an executive officer, senior manager or a person with significant responsibility for the control, management, or direction of your business. We may require you or your Account Owner to provide information about each individual who owns more than 25% of your business, and additional information or documentation demonstrating your Account Owner’s authority to apply for, open, and manage your Yachtly Account. If you are a sole proprietor, you also understand and agree that you are personally responsible and liable for payment of amounts you owe under this agreement and for your use of the Yachtly Services. Account Owners must be at least 18 years old to use the Yachtly Services.

1.4. Financial Crimes Prevention; Keeping Your Business Details Up to Date. To prevent money laundering, terrorist financing, and other financial crimes, Stripe and its Financial Partners require us to collect certain Business Details from you before we open a Yachtly Account for you. You authorize us to make any inquiries they consider necessary to verify your and your Account Owner’s identities. We may need to ask you for your taxpayer identification number and other information to allow us to reasonably identify you or your Account Owner, and we may require you to take steps to confirm ownership of your email address or financial accounts, ordering a credit report, verifying your information against third-party databases or through other sources. We reserve the right to close, suspend or limit access to the Yachtly Services if we are unable to obtain or verify your Business Details. You must immediately notify us, and provide us with updated Business Details, if: (a) you plan to sell all or part of your business, or if you change your Account Owner; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience a bankruptcy event.

1.5. Prohibited Uses. Trust is paramount to our business. As such, you may only use the Yachtly Services in connection with yacht charter brokerage activities. You may not: (a) use, or allow anyone else to use the Yachtly Services to facilitate the sale of yachts, for any other services unrelated to charter vacation bookings; or for to personal, family or household purposes; (b) work around any of the technical limitations of the Yachtly Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Yachtly systems, programs, data, or services; (c) reverse engineer or attempt to reverse engineer the Yachtly Services; (d) use the Yachtly Services to engage in any activity that is illegal, fraudulent, deceptive or harmful; (e) perform or attempt to perform any action that interferes with the normal operation of the Yachtly Services or affects other Yachtly users’ ability to use the Yachtly Services; (f) violate the terms of any charter Contract to which you are a party in a manner that will, or is likely to impose any liability on us, Stripe, or its Financial Partners or (g) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Yachtly Services, except as permitted by applicable law.

1.6. Yachtly Account Approval. You can begin processing charter payments as soon as we approve your Yachtly Account. Depending on the accuracy and completeness of the Business Details you provide us, we can usually approve your account within 24 hours. If you have any questions about filling out your Yachtly Account application, please contact us at support@goyachtly.com.

1.7. Yachtly Addendum to Contracts. Before finalizing a Contract, you need to make sure the Charterer has agreed to use Yachtly to make payments to you, and understands our role in the process. To do so, you agree to either: (a) insert a clause in the "Special Conditions" section that states "Charterer agrees to the terms of the Yachtly Charterer Addendum found at https://www.goyachtly/com/legal/charterer-addendum (the “Yachtly Charterer Addendum”), or (b) inform the Charterer that we require the Charterer and any other persons making payments on the Charterer's behalf to accept the terms of the Yachtly Charterer Addendum before making a payment. You agree that we are not a party to any Contract, and we have no obligations to you, Charterers, Stakeholders, yacht management companies (“Yacht Managers”), crewmembers (“Crew”), or yacht owners (“Owners”) to provide any part of the charter services, or to resolve any disputes among the parties to the Contract (each a “Contract Party”) regarding the charter – including failure to make payments, issue refunds, or for any other liabilities described in the Contract. You are solely responsible for any liabilities you incur related to your role in the Contract, and you will protect us from any financial or other claims made against us by a Contract Party related to your breach of the Contract terms as described in Section 6.1 [Indemnification]. We will make our best efforts to familiarize ourselves with the yachts in the charter fleet and the various companies who provide services to the yachting community, but we make no representations or promises to Charterers about the quality of the charter vacation, the suitability or availability of a yacht, its itineraries, or its Crew. As between your Charterers and Yachtly, you agree that Charterers will have no recourse against us if they are not satisfied with the charter vacation.

1.8. Uploading Contracts; Charterer Education. We’ve tried to make processing Charter payments as simple as possible. To begin, simply upload a .pdf copy of the Contract to your Yachtly Account, and we’ll take care of the rest. Before uploading a Contract, please be sure to ask your Charterers which payment method they intend to use so we can determine the amount due. If the Contract particulars are incomplete or appear to contain errors, we will reach out to you via e-mail, text message, or phone. We will make our best efforts to correct errors if they occur, but we are not responsible to you or to your Charterers if the Contract particulars you provide are inaccurate or incomplete, and we will not be financially liable to you, or any Contract Party for any losses you or they incur because of any errors in the Contract. We will make best efforts to process the Contract and send payment requests to Charterers within 3 hours (but no later 24 hours) after we verify that the Charter particulars in the Contract are complete.

1.9. Payment Links; Support; Payment Reminders. To request payments from Charterers on your behalf, we generate a secure payment link (“Payment Link”) in an email that re-directs Charterers to a dynamically-generated checkout page. The checkout page is generated using the same technology as checkout pages on major e-commerce websites such as Amazon and Shopify. To ensure timely payment, you should let your Charterers know beforehand to expect an email from Yachtly containing the Payment Link. We will provide support via email, text message, or by phone to Charterers with any questions they may have about accepted payment methods and making payments, but you will be solely responsible for responding to questions about the charter, each payment amount, and any other matters related to the Contract terms. We will refer all questions about the Contract from Charterers to you by email, text message, or phone as soon as we receive them. We are available during normal business hours Monday through Friday by email, text message, or phone to answer any questions you may have about Yachtly and any Contract you have uploaded. We will send automated reminders to the Charterer email addresses provided by you in the Contract prior to the due date of each charter payment, but we are not liable to you for a Charterer’s failure to make timely payments (whether due to the Charterer’s failure to pay or resulting from bank processing delays beyond our control).

2. Financial Terms.

2.1. Platform Fee and Revenue Share. We charge a booking fee for each charter equal to 4.5% of the total charter fee to cover our financial partner costs and compliance risks, payable by the Charterer (the “Platform Fee”), and we charge a revenue share payable by you equal to 2.75% of your broker commission (the “Revenue Share”). We currently support Charterer payments by credit card, debit card, and ACH transfer. Charterers who pay via ACH will receive a discount of 2.6% off the Platform Fee (or 1.9% of the charter fee). The Platform Fee and the Revenue Share are non-refundable, even if you or any other Contract Party issues a full or partial refund to a Charterer. We also support payments from Charterers who wish to divide payment among multiple guests for no added fee (“Split Payments”). Please let us know in advance of uploading a Contract if your Charterers would like to make Split Payments.

2.2. Avoiding Rejected Payments; Issuing Refunds; Chargebacks and Reversals.

2.2.1. Rejected Payments. Many of your Charterers may have limited experience making electronic payments in amounts as large as those found in the typical Contract. Many banks impose transaction limits on certain payments, particularly if the Charterer has never made a payment to a certain merchant, and depending on the payment method. To reduce the risk of rejected payment attempts, we suggest that you inform first-time Charterers to reach out to their bank before attempting a payment to verify (or modify) transaction limits and give advance notice of an impending charter payment.

2.2.2. Refunds. Please let us know as soon as possible if you would like to issue a refund to a Charterer for any reason. Prior to issuing the refund, you will need to transfer the refund amount to your Yachtly Account. We cannot refund the Charterer until we receive the funds transfer from you. Once the transfer is complete, we will instruct our financial partners to credit the amount of the refund to the payment method the Charterer originally used to make the payment, minus the Platform Fee. If you would like to refund the Platform Fee to the Charterer, please add the Platform Fee to the amount your transfer to your Yachtly Account. You agree not to reverse any transfers to your Yachtly Account that you have made to cover a refund to a Charterer, and you agree to be liable for all losses we suffer that result from a reversed funds transfer to your Yachtly Account. If you or any other party to the Contract chooses to issue a full or partial refund directly to the Charterer’s bank instead of through Yachtly, you agree to reimburse us for any losses, penalties, fees, or charges we incur if you fail or any other party to the Contract fails to issue the direct refund the Charterer as agreed, or if the Charterer receives the refund and fraudulently reverses or charges back any payments made through Yachtly.

2.2.3. Chargebacks; ACH Reversals. If there is a dispute between the Charterer and any of the Contract Parties regarding a charter that cannot be resolved or if you or any other Contract Party breaches any of the Contract terms and fails to reimburse the Charterer any amounts owed, the Charterer may have the right pursuant to the Visa and Mastercard rules to charge back payments made with a card (a “Chargeback”) or to reverse payments made by ACH pursuant to the NACHA rules (a “Reversal”). If the Chargeback or Reversal attempt is successful, and you do not pay us the amount owed to the Charterer that results from the Chargeback or Reversal, Stripe and its Financial Partners will hold Yachtly liable and will deduct the amount owed from our bank account. For this reason, we will not process payments for you if your Contracts do not contain (a) the Yachtly Addendum, and (b) a robust dispute resolution provision that requires the Contract Parties to resolve disputes in writing through a legally enforceable arbitration proceeding. You are solely liable to us for any losses we suffer that result from a successful Chargeback or Reversal that results from your failure, or the failure of any other party to the Contract to resolve disputes with the Charterer according to the Contract’s dispute resolution provisions. This means that as between Yachtly and the other the Contract Parties, you are solely liable to us if any other Contract Party fails to pay you or the Charterer any amounts owed to the Charterer pursuant to the terms of the Contract. If a Charterer attempts to file a Chargeback or Reversal request prior to completion of the dispute resolution process, we will advocate on your behalf by presenting a copy of the Contract to Stripe, highlighting the Yachtly Addendum and the Charterer’s obligation to enter into a written agreement that details resolution of the dispute. Banks typically will not honor a Chargeback or Reversal request if the Charterer does not follow the dispute resolution provisions in the Contract, but we cannot guarantee that the Charterer’s bank will not issue a provisional credit pending completion of the dispute resolution process. If the Charterer’s bank issues a provisional credit, you agree to immediately transfer the amount of the provisional credit to your Yachtly Account. Please reach out to us at support@goyachtly.com if you have any questions about your rights and obligations under this Subsection 2.2.3.

2.3 ACH Debit Authorization. Without limiting our rights under Section 2.2, you authorize us to periodically debit your bank account without separate notice to collect amounts you owe us under this agreement, or to credit or transfer funds to your Yachtly Account until this authorization is revoked. If we are unable to collect those amounts by debiting your bank account, then you immediately grant us a new, original authorization to debit your bank account without notice to you. We may rely on this authorization to make one or more attempts to debit your bank account collect all or a subset of the amounts you owe us. Your authorization under this Section 2.3 will remain in full force and effect until (a) we close your Yachtly Account; or (b) you pay all fees and other amounts you owe under this agreement, whichever occurs later. If NACHA authorization rules grant you the right to revoke this debit authorization, then to the extent Law permits, you waive that right. You confirm that you or your Account Owner are the only persons required to authorize debits from your bank account. You understand that we will only debit your bank account in accordance with this agreement or as otherwise agreed between you and us. You may amend or cancel this authorization at any time by providing us with 30 days’ notice. The terms of this Subsection 2.3 are in addition to Stripe’s debit authorization rights pursuant to the Stripe Services Agreement and the Stripe Connected Account Agreement.

2.4. Taxes. Our fees exclude all federal, state and local taxes and you have sole responsibility and liability for: (a) determining which, if any, taxes or fees apply to the amounts paid by Charterers pursuant to the Contract and the commissions you earn; and (b) assessing, collecting, reporting and remitting taxes for your business. We or Stripe may send documents to you and taxing authorities (such as 1099-K forms) for transactions processed using the Yachtly Services. Specifically, applicable law may require us to file periodic informational returns with taxing authorities related to your use of the Yachtly Services. We may send tax-related information electronically to you.

3. Confidentiality and Data Security.

We and you agree to keep confidential all information provided to us by the other. We will make best efforts to keep your and your Charterer’s personal data secure. We are not responsible for any losses you incur that result from your failure to keep your Yachtly Account credentials secure. You are responsible for any actions that your Account Owner or any other person takes while accessing your Yachtly Account with your credentials, whether you authorized those actions or not. For more information about how we use Charterer personal data and your personal data, please see our Privacy Policy. Please contact us immediately at support@goyachtly.com if you believe someone has accessed your Yachtly Account without your permission.

4. Intellectual Property.

We grant you a worldwide, non-exclusive, revocable, royalty-free, non-sublicenseable, and nontransferable license to use the Yachtly Services to process Charterer payments including to display Yachtly’s name, logo, or marks in connection with your provision of brokerage services to Charterers. Title to and ownership of Yachtly’s intellectual property will remain with Yachtly. You grant us a worldwide, non-exclusive, revocable, royalty-free, non-sublicenseable, and non-transferable license to display your name, logo, or mark in connection with our provision of the Yachtly Services to you and to Charterers, and as further set forth in Section 7.9 [Publicity]. The licenses granted in this Section 4 terminate immediately upon termination of this agreement or unless terminated earlier by us or you. This agreement is not a work made-for-hire agreement regarding either party. Except for the express licenses granted in this Section 4, neither party is granting or assigning to the other party any right, title, or interest, express or implied, in or to the other party’s intellectual property, or the Intellectual Property of any third party to which a party has been granted a license; and each party reserves all rights in its intellectual property, and to the intellectual property rights granted to it by any third party.

5. Term and Termination; Suspension; Effect of Termination.

5.1. Term. You have no obligation use the Yachtly Services for a fixed contract period after you open your Yachtly Account. However, the term of this agreement begins when you upload your first Contract and will continue until all payments due by the Charterer and all amounts owed under each Contract you upload have been paid, the Charterer has completed the charter vacation, and has not filed a dispute regarding any uploaded Contract. If a Charterer files a dispute under a Contract, this agreement will terminate upon completion of the dispute resolution process and after any amounts owed to the Charterer have been paid.

5.2. Termination.

5.2.1. We may terminate this agreement:

(a) if you breach a material term of this agreement and the breach remains uncured for 30 days after receipt of a notice of the breach and intent to terminate from us; except that such termination may occur immediately if the breach cannot or is reasonably unlikely to be cured; or (b) immediately if you become insolvent or you violate applicable law; or (c) we are expressly required to do so by Stripe or its Financial Partners.

5.2.2. Except as set forth in Section 5.1, you may terminate this agreement at any time at your convenience.

5.3. Suspension. We may suspend your use of the Yachtly Services and we may refuse to process payment for all or a subset of Contract if we suspect, in our sole discretion that you, a Charterer, a Yacht Manager, or an Owner has engaged, or is likely to engage in fraudulent activity, or we learn that any party to any Contract you have uploaded has been the subject of complaints from Charterers, Crew, or any other person or entity.

5.4. Effect of Termination; Survival. If we terminate or suspend your use of the Yachtly Services, we may decline to process any Charterer payments scheduled before or after the termination date, and you will be required to make alternative arrangements with the Charterer to receive amounts owed by the Charterer. Our right to collect amounts owed to us by you pursuant to Section 2, including our debit authorization rights, will survive termination of this agreement.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1. Indemnification. You agree to indemnify us, our employees, officers, directors, members, managers, agents, attorneys, successors and assigns (collectively, the “Yachtly Indemnified Parties”) from and against any losses incurred by us in any third-party claim against a Yachtly Indemnified Party (such as any claims made against us by a Charterer or other Contract Party) that were caused or incurred by, resulted from, arose out of or were related to: (a) your breach of your obligations under this agreement or any Contract; (b) your or a Contract Party’s gross negligence, fraud, or intentional misconduct; (c) a security breach caused by you; or (d) your violation of applicable law. This means that you will reimburse us if we have to pay someone else for actions you take (or fail to take) related to Contracts you have uploaded.

6.2. LIMITATION OF LIABILITY.

6.2.1. Neither party will be liable to the other party, whether in contract, tort, equity or otherwise, for any indirect, incidental, consequential, special, punitive or exemplary losses, lost profits or lost revenues (collectively, “Indirect Losses”),even if such Indirect Losses are foreseeable, and regardless of whether a party has been advised of the possibility of such Indirect Losses) resulting from, arising out of, caused or incurred by, or related to each party’s performance of its obligations under this agreement.

6.2.2. Except as set forth in Section 6.2.3, in no event will either party’s cumulative liability to the other party for direct losses exceed the fees earned by Yachtly pursuant to Section 2.1 during the 6 months preceding the date on which the claim for losses was made.

6.2.3. The limitations on each party’s liability set forth in Section 6.2.2 will not apply to: (a) any payment obligation due to the other party or to a Charterer arising out of this agreement or any Contract; or (b) your obligations under Section 6.1 [Indemnification].

6.2.4. Nothing in this Section 6.2 excludes or limits either party's liability where such limitation is prohibited by applicable law.

6.2.5. DISCLAIMER; NO WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, WE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE; TITLE TO AND NON- INFRINGEMENT OF ANY TECHNOLOGY OR INTELLECTUAL PROPERTY PROVIDED TO OR USED BY YOU, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE REGARDING THE YACHTLY SERVICES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, WE SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE YACHTLY SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE YACHTLY SERVICES WILL BE COMPATIBLE WITH, OR OPERATE IN, ANY COMPUTER OPERATING SYSTEM, NETWORK OR SYSTEM CONFIGURATION, OR ANY OTHER ENVIRONMENT.

7. ADDITIONAL TERMS

7.1. Expenses. Except as otherwise specifically provided in this agreement, each party will be responsible for payment of any expenses it incurs in performance of its obligations under this agreement.

7.2. Electronic Communications Consent; Notices; Complaints and Litigation. By applying for a Yachtly Account, accepting this agreement or using the Yachtly Service, you consent to receive all communications from us electronically. Yachtly will deliver all notices, demands and other communications via electronic mail to the email address provided by you in your application for a Yachtly Account, or to the physical address you provided us in your application. Please be sure to keep your email address and physical address current. You will deliver all notices to us at support@goyachtly.com. Each party will promptly provide the other party with copies of any formal proceedings, investigations, subpoenas, or lawsuits it receives from a regulatory authority, a Contract Party, or any other third party relating to the Yachtly Services, unless disclosure is prohibited by applicable law.

7.3. Third-Party Beneficiaries. This agreement does not benefit or create any right or cause of action in or on behalf of any person other than you and Yachtly. Specifically, no Contract Parties have any rights or obligations under this agreement.

7.4. Independent Contractors. This agreement does not set up or create an employer/employee relationship, partnership of any kind, joint venture, agency or trust between the parties. Rather, each party is an independent contractor with respect to the other party for all purposes related to this agreement.

7.5. Assignment. You may not assign or this agreement or delegate any of your obligations under it to any third party without our prior written consent. Unless otherwise agreed in writing, assignment will not relieve you of your duties or obligations under this agreement.

7.6. Amendments and Waivers. Neither party may amend, modify, or waive in any fashion any instrument or provisions in this agreement except by an instrument in writing signed by the parties. A party’s waiver of any breach of this agreement by the other party will not operate or be construed as the waiver of the same or any other similar breach on a subsequent occasion, nor will any delay in exercising any right, power or privilege granted by this agreement constitute such a waiver.

7.7. Governing Law and Venue. Any dispute, controversy or claim resulting from a party’s rights and obligations under this agreement, whether in contract, tort, equity or otherwise, and including any question regarding its existence, validity, construction or termination, will be governed by, construed, interpreted, and enforced in accordance with the laws of the state of Georgia; and subject to Section 7.10, will be subject to the exclusive jurisdiction of the state and federal courts located in Atlanta, Georgia.

7.8. Entire Agreement. This agreement (together with all documents referred to within it) embodies the entire understanding of the parties and supersedes and extinguishes in their entirety all prior communication, correspondence, and instruments, including any non-disclosure or confidentiality agreements, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter of this agreement. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

7.9. Publicity. We may use your name, logo, or other branding materials on our website, social media accounts, promotional materials, sales presentations, conferences, and in other public statements or releases.

7.10. Dispute Resolution. The parties will resolve any disputes in good faith and in a timely manner by mutual consultation among the designated representatives of each party. If a dispute remains unresolved for more than 60 days, either party may initiate an arbitration proceedings, which will be determined in Atlanta, Georgia before a single arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”) including, if appropriate, the Procedures for Large, Complex Commercial Disputes. There will be one arbitrator agreed to by the parties within 20 days of receipt by the respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. If AAA is no longer in business or refuses or declines to administer any Dispute between the parties brought before it, either party may petition the United States District Court in Atlanta, Georgia to appoint the arbitrator. The parties acknowledge that this agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing governing law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this agreement. Either party may commence arbitration by providing to AAA and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested. The existence of a dispute and the observance by the parties of the dispute resolution procedures in this Section 7.10 will not: (a) excuse any party from continuing to perform its obligations under this agreement; or (b) suspend any obligation to pay any amount otherwise due and payable under this agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the dispute. Nothing in this agreement affects the right of a party to institute proceedings to seek urgent injunctive or declaratory relief in respect of a dispute or any matter arising under this agreement. If any dispute leads to an arbitration to resolve such dispute, the prevailing party in the arbitration will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded. Except as may be required by applicable law, all arbitration proceedings will be subject to the confidentiality provisions of Section 3, and neither a party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.

7.11. Remedies Cumulative. The parties do not intend the rights conferred upon the parties to this agreement to be exclusive of each other or of any other rights and remedies of both parties under this agreement, under applicable law, or in equity. Rather, all rights of each party to this agreement, under applicable law, or in equity is cumulative and concurrent and in addition to all other rights of the parties.

7.12. Survival. The sections of this agreement that expressly state they survive the termination or expiration of this agreement (or which must survive to give effect to their intent and meaning) will survive such termination or expiration.

7.13. Severability. If any provision of this agreement, or the application of any such provision to any person or circumstance, is invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected by such invalidity or unenforceability, and the parties expressly authorize any court of competent jurisdiction to modify any such provision so that such provision will be enforced by such court to the fullest extent permitted by applicable law.