This Enhanced Company Data License Agreement (this “Agreement“), effective as of the Effective Date of the Usage Agreement (defined below),  is by and between SKUxchange, Inc. whose principal business address is 136 4th St N, St. Petersburg, FL 33701 (“Licensor“) and the Client set forth on the Usage Agreement (“Licensee“). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.” Capitalized terms used but not defined in this Agreement shall have the meaning given to those terms in the Usage Agreement entered into by the Parties concurrently with this Agreement (the “Usage Agreement”), including, without limitation, the Initial SOW (and any SOWs subsequently executed by the Parties, and together with the Initial SOW, each referred to herein individually as an “SOW”), the T&C, and the PIPA, all incorporated therein by reference.

LICENSOR PROVIDES THE COMPANY DATA (AS DEFINED IN THE T&C AND SOLELY AS DESCRIBED IN THE APPLICABLE SOW AS SAME MAY BE AMENDED, SUPPLEMENTED OR REPLACED BY THE PARTIES), SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE APPLICABLE SOW, THE T&C, AND THE PIPA, AND EXPRESSLY ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THE FOREGOING. BY CLICKING THE “ACCEPT” BUTTON BELOW LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT LICENSEE HAS THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS HEREUNDER 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 COMPANY DATA TO LICENSEE AND LICENSEE MUST NOT SELL, LICENSE, EXPLOIT OR OTHERWISE USE THE COMPANY DATA IN ANY MANNER OR FOR ANY PURPOSE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT 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 COMPANY DATA THAT IS NOT EXPRESSLY LICENSED TO LICENSEE HEREUNDER AND UNDER THE USAGE AGREEMENT.

1.             License.

(a)           License Grant. Subject to and conditioned on Licensee’s payment of Fees and compliance with the other terms and conditions of this Agreement, Licensor hereby grants Licensee a limited, non-exclusive, non-sublicensable (except in compliance with the applicable SOW), and non-transferable (except in compliance with the applicable SOW and Section 9(g)) license (the “License”) during the License Term (as defined in the applicable SOW) to use the Company Data solely for the permitted use set forth in such SOW (the “Permitted Use”), except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the fees payable hereunder. For purposes of clarity, (i) the terms and conditions of this Agreement shall apply to all Company Data used by Licensee pursuant to the Usage Agreement; and (ii) the License Term for Licensee’s use of Company Data related to and derived from a specific Campaign shall be set forth in the applicable SOW.

(b)           Use Restrictions. Licensee shall only use the Company Data for the Permitted Use and shall not disclose, release, distribute, or deliver the Company Data, or any portion thereof, to any third party without Licensor’s prior written consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by Licensor. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly, itself or through any agents or third parties including its authorized end users: (i) copy, reproduce, modify, or create derivative works of the Company Data, in whole or in part; (ii) rent, lease, lend, sell, resell, sublicense, assign, distribute, redistribute, disclose, market, publish, transfer, provide, solicit, supply, or otherwise make available the Company Data; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Company Data or methods used to compile the Company Data, in whole or in part; (iv) remove any proprietary notices included within the Company Data; (v) publish, enhance, or display any compilation or directory based upon information derived from the Company Data;  (vi) use the Company Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vii) request, compile, store, maintain or use any Company Data to build its own database or accumulate any Company Data or content for any other use other than for the Permitted Use; or (viii) store any results returned by the Company Data or anything Derived therein, except to the extent necessary for the Permitted Purpose, as permitted or required by this Agreement, or as required by applicable law. “Derived” means data that is directly or indirectly related to the presence or absence of the Company Data or is based on or having its origin in Company Data. Licensee shall not merge any Company Data with any consumer reports as the term “consumer report” is defined in the Fair Credit Reporting Act, 15 U.S.C.A. § 1681, et seq., as now or hereafter amended (“FCRA”). Licensee shall not delete, alter, disclose or otherwise modify any security codes or protocols within the Company Data or in any way compile and/or offer for use or sale any Company Data or other data contained therein in a form where any security codes or protocols are deleted, altered, disclosed or otherwise modified.

(c)           Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Company Data.

(d)           Delivery. Licensor shall deliver the Company Data to Licensee electronically, or by other means and on a frequency, as mutually agreed upon by the Parties. Risk of loss of any tangible media on which the Company Data is delivered will pass to Licensee on delivery to carrier.

(e) Compliance with Laws. Licensee certifies and covenants that it shall (i) comply with, and will not use the Company Data in a manner contrary to or in violation of, all applicable federal, state, or local law, rule, or regulation, including, but not limited to, the FCRA, (ii) comply with applicable law in its use and dissemination of Company Data, and (iii) comply with the uses and restrictions on uses set forth in this Agreement and applicable law. Licensee shall not use any information obtained through the Company Data as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes, for employment purposes, for governmental licenses, or for any other purpose for which one might properly obtain a consumer report, as defined by the FCRA. Licensee specifically agrees that Company Data shall not be merged with consumer reports as such term is defined in the FCRA.  Licensee acknowledges that the government has placed restrictions upon the use of cell phone numbers and further agrees that any use of any cell phone numbers provided by Licensor as part of the Company Data will be used in strict accordance with all applicable laws, rules and regulations including, without limitation, the CAN-SPAM Act.

(f) Privacy. Licensee acknowledges that Company Data may include personal information or personal data, as those terms are defined by the jurisdictions with legal authority over Licensee’s activities. Licensee shall comply with all applicable privacy and data protection laws in the performance of its obligations under this Agreement, including, without limitation, relative to the Gramm-Leach-Bliley Act, and by maintaining a privacy policy that describes how it collects, uses, stores and discloses personal information, and instructs individuals how to opt-out of such practices or, if required, how to affirmatively consent to such practices, and how to contact Licensee to exercise other legal rights with respect to personal information.

2.             Fees and Payment.

(a)           Fees. Licensee shall pay Licensor the fees (“Fees”) set forth in the applicable SOW without offset or deduction. Licensee shall make all payments hereunder in US dollars on or before the due date set forth in the applicable SOW. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: (i) Licensor may charge interest on the past due amount at the highest rate permitted under applicable law; and] (ii) Licensee shall reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days following written notice thereof, Licensor may prohibit access to the Company Data until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access to the Company Data.

(b)           Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor’s income.

(c)           Auditing Rights and Required Records. Licensee agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Licensor may, at its own expense, on reasonable prior notice, periodically inspect and audit Licensee’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Licensee has underpaid Licensor with respect to any amounts due and payable during the Term, Licensee shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 2(a). Licensee shall pay for the costs of the audit if the audit determines that Licensee’s underpayment equals or exceeds ten percent (10%) of the amount due for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two (2) years after the termination or expiration of this Agreement.

3.             Confidential Information and Data Security.

(a)           Confidential Information. From time to time during the License Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the foregoing, for purposes of this Agreement, the Company Data will be deemed Confidential Information of Licensor. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date above and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

(b)           Data Security. Licensee shall use all reasonable legal, organizational, physical, administrative, and technical measures and security procedures to safeguard and ensure the security of the Company Data and to protect the Company Data from unauthorized access, disclosure, duplication, use, modification, or loss, including without limitation, the requirements set forth in the T&C and the PIPA.

4.             Intellectual Property Ownership. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Company Data. Licensee further acknowledges that: (a) the Company Data is an original compilation protected by United States copyright laws; (b) Licensor has dedicated substantial resources to collect, manage, and compile the Company Data; and (c) the Company Data constitutes trade secrets of Licensor. Licensor may terminate this Agreement upon notice to Licensee, and without further obligation or liability, if Licensee contests any of Licensor’s right, title, or interest in or to the Company Data, including without limitation, in a judicial proceeding anywhere throughout the world.

5.             Disclaimer of Warranties. THE COMPANY DATA IS PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

6.             Indemnification.

(a)           Licensor Indemnification.

(i)            Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) (“Losses”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that Licensee’s Permitted Use of the Company Data infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim.

(ii)           If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor’s sole discretion, to (A) modify or replace any such infringing part of feature of the Company Data to make it non-infringing, or (B) obtain rights to continue use. If Licensor determines that none of these alternatives are reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected part or feature of the Company Data, effective immediately on written notice to Licensee.

(iii)          This Section 6(a) will not apply to the extent that the alleged infringement arises from (A) Licensee’s use of the Company Data in combination with Company Data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing;  (B) Licensee’s violation of Section 1(b) of this Agreement; or (C) Licensee’s violation of Section 3(b) of this Agreement.

(b)           Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (the “Licensor  Indemnitees“) from and against any Losses resulting from any Third-Party Claim based on Licensee’s: (i) material breach of any of its representations, warranties, covenants, or obligations under the Agreement; (ii) gross negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any sublicensee of Licensee, or any third-party on behalf of Licensee in connection with the Agreement, or (iii) use of the Company Data in a manner not authorized by this Agreement, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(c)           Sole Remedy. THIS SECTION 6 SETS FORTH LICENSEE’S SOLE REMEDIES AND LICENSOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE COMPANY DATA INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7.             Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY COMPANY DATA OR BREACH OF COMPANY DATA OR SYSTEM SECURITY, OR I COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.             Term and Termination.

(a)           Term. The term of this Agreement (the “Term”), unless terminated earlier pursuant to any of this Agreement’s express provisions, shall be co-terminus with the Term of the Usage Agreement.

(b)           Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

(i)            Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee[: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Licensor’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 1(b) or Section 3;

(ii)           either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii)          either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c)           Effect of Expiration or Termination. Upon expiration or  termination of this Agreement for any reason, the license granted hereunder will also terminate, and, without limiting Licensee’s obligations under Section 3, Licensee shall cease using and, no later than 15 days following expiration or termination of this Agreement, delete, destroy, or return all copies of the Company Data and, within 30 days following expiration or termination of this Agreement, provide written certification signed by an officer of Licensee  that the Company Data has been deleted or destroyed. No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.

(d)           Survival. Any rights, obligations, or required performance of the parties in this Agreement which, by their express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration, including the rights and obligations set forth Section 2, Section 3, Section 4, Section 6, Section 7, Section 8, and Section 9.

9.             Miscellaneous.

(a)           Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, 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 and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Initial SOW; (ii) second, this Agreement; and (iii) third, any other documents incorporated herein by reference.

(b)           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 each Party from time to time in accordance with this Section). The Parties shall deliver Notices by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (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.

(c)           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 accrued payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s control, including, without limitation, the following force majeure events: (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national emergency; (vii) strikes, labor stoppages or slowdowns, or other disturbances that are industry wide; and (viii) other similar events beyond the  control of the Party.

(d)           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.

(e)           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 the original intent of the Parties 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.

(f)            Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware 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 Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g)           Assignment. Licensee may not assign or transfer 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 Licensor, which consent shall not be unreasonably withheld or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, 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.

(h)           Export Regulation. The Company Data may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Company Data to, or make the Company Data accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. 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 Company Data available outside the US.

(i)            Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 1(b) and Section 3 would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek 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.

(j)            Counterparts. This Agreement may be executed by original, facsimile, or email and other electronic signatures and in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.