Terms of Service
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING YOUR ASSENT BELOW OR USING, ACCESSING OR CONSUMING THE HYDDEN SERVICES, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE SERVICES.
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These Terms of Service (this “Agreement”) are entered into by and between Foundational Cyber, Inc. dba “Hydden” (“Company”) and the entity or person placing an order for or accessing the Services (“End User”). If you are accessing or using the Services on behalf of your company or another legal entity, you represent that you are authorized to accept this Agreement on behalf of your company, in which case all references to “you” or “End User” in this Agreement shall refer to such entity. Company and the End User are hereinafter collectively referred to as the ‘Parties’ and individually as a ‘Party’. This Agreement consists of the terms and conditions set forth below, any Order Forms, and any exhibits or addenda identified below.
In the event End User and Company have entered into a separate written agreement signed by the Parties governing Company’s provision of the Services to End User (“Executed Agreement”), the terms of the Executed Agreement shall apply to End User’s access to and use of the Services in lieu of the terms set forth in this Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1. Capitalized terms as used in this Agreement shall have the meanings as indicated below or defined elsewhere in this Agreement and if not defined in this Agreement, it shall have the meaning ascribed to them under the relevant statute/legislation:
1.1.1. “Confidential Information” means any information, oral or written, that relates to either Party’s technical, financial, marketing or other proprietary information relating, without limitation, to business, products, processes, or services, whether or not designated as confidential or proprietary, or that a reasonable Party would understand to be confidential or proprietary. The “Disclosing Party” means the party that discloses Confidential Information under this agreement. “The Receiving Party” means the party that receives Confidential Information from the Disclosing Party. For the avoidance of doubt, Company’s pricing, the Services, and Support & Maintenance policy, shall be deemed Confidential Information regardless of any lack of designation or markings. With regard to orally disclosed Confidential Information, the Disclosing Party must confirm the confidential nature of such oral disclosures in writing within seven (7) days from the date of the disclosure;
1.1.2. “Channel Partner” means the third-party reseller, distributor or other channel partner (if applicable) from whom End User has purchased a subscription to the Services;
1.1.3. “Content” means the information, media, and keywords, including without limitation, files, calendars, events, audio, image, video, and blog entries, alone or in combination as wiki documents or otherwise, uploaded, posted, and published by End User;
1.1.4. “Documentation” means the explanation, text, documents, and other media produced by Companyregarding how Services operates, how to use Services, and the system requirements for operating Services. All such content can be found atDocumentation;
1.1.5. “End User Data” means any data collected from or by the Service on behalf of End User and any data or content that End User provides to the Services;
1.1.6. “No-Charge Services” means Services provided by Company to an End User, Partner, or any other third party: (i) at no, or a greatly reduced, cost, and (ii) for the sole purpose(s) of trial, evaluation, demonstration, piloting, testing, NFR (Not-For-Resale), and/or other elements non “commercial related”. “Commercial related” shall include, but not be limited to, internal use, resale, and/or distribution of the Services;
1.1.7. “Order Form” means Company’s online e-commerce transaction process or a Company- or Channel Partner- provided order form, purchase order or other ordering documentation specifying the Services to be provided to End User by Company including but not limited to software schedules, statements of work, executable quotes, etc.;
1.1.8. “Personal Data” means the personal information that End User provides to Company in registering for and/or installing the Services including name, business email address, title, employer, business telephone number, which identifies an individual as an individual;
1.1.9. “Services” means the products, services or other materials made available by Company to End User and as set forth in the applicable Order Form agreed to by End User. Services include patches, updates, improvements, additions, enhancements, and other modifications or revised versions of the same that may be provided to End User by Company from time to time.
2. LICENSE TO USE
2.1. Grant of License. Subject to End User’s compliance with the terms and conditions of this Agreement (including any limitations set forth in the Order Form), Company hereby grants to End User a limited, non-perpetual, subscriptive, non-exclusive, non-transferable, royalty-free, revocable, and non-sublicensable right to access and use the Services internally for business purpose strictly in accordance with the terms of this Agreement. To the extent Company provides End User with any downloadable or locally-installed software (“Installed Software”), the foregoing right also includes the right for End User to install and use such Installed Software.
2.2. Reservation of Rights. Any and all rights not expressly granted to End User in this Agreement are hereby reserved by Company, including without limitation, that neither the license nor this Agreement grants to End User or any third party any right, title or interest, including without limitation, any security interest, in any of the Services or any other property of Company, its licensors, or its affiliates. Company reserves the right to exercise any rights in the Services, including the right to license, sublicense or otherwise exploit or dispose of such rights to any Party and in any manner, without restriction. End User agrees that all proprietary right, title and interest in the Services shall remain with Company, and that all uses of the Services by End User shall not create any interest or right, express or implied, in the Services in End User except as expressly set forth in this Agreement, and that End User does not and will not assert any claim to any ownership thereof, except the license as expressly set forth in this Agreement. If, by operation of the law of any jurisdiction, or otherwise, End User is deemed to or appears to own any property rights in the Services other than the license as set forth herein, End User hereby assigns all right, title and interest in such property rights to Company, and End User shall, at the request of Company, execute any and all documents necessary to confirm or otherwise establish the rights of Company therein.
2.3. Restrictions on Use. Except as expressly authorized by Company, End User agrees: (i) not to disassemble, decompile, reverse engineer, copy, translate, modify, sell, lease, rent, loan, redistribute, sublease, sublicense and/or make copies of or create derivative works from the Services or any part of the Services; (ii) not to remove or alter any copyright notices or other legal notices or disclaimers that may be included in or on copies of the Services; (iii) not to use the Services: to access communicate and/or transmit any information that: (a) infringes any third party intellectual property rights; (b) contains Services viruses, Trojan horse, worms or other malicious code; (iv) to obtain any and all necessary consents and/or authorizations for the use of any Content uploaded, posted, or published using the Services; (v) not to provide or otherwise make available the Services to any person other than End User’s employees; and (vi) not otherwise use the Services in violation of any applicable law or outside the scope expressly permitted hereunder.
2.4. Support and Maintenance. Company shall provide generic support and maintenance of the Services during the Term (“Support and Maintenance”). Such support shall be available during business hours or other hours if specifically agreed with the End User. The Support and Maintenance will include any bug fixes, updates and upgrades of versions as and when released by Company and shall be automatically provided to the End User as part of the Services. Support and Maintenance under this Agreement shall cease along with the termination of this Agreement. Company’s support policy can be found atSupport Policy.
2.5. No-Charge Services. Company may provide End User with certain No-Charge Services. To the extent End User is using the No-Charge Services, each Party may terminate this Agreement, for any reason or no reason, upon written notice to the other Party. No-Charge Services may be limited in functions, features, maintenance, support and contain other limitations not present in Services purchased. Unless otherwise agreed to between the Parties in writing, provisions in this Agreement regarding Software, shall not be applicable for No-Charge Services with respect to: (i) Fees & Payment (Section 4), (ii) Limited Warranty(Section 9), and (iii) Indemnity (Section 7). No-Charge Services is provided “AS IS” without any representations or warranties of any kind, or otherwise. Notwithstanding anything to the contrary in the Agreement, Company shall have no liability of any kind for No-Charge Services unless such exclusion of liability is not enforceable under applicable law, in which case Company’s liability with respect to such No-Charge Services shall not exceed one thousand U.S. Dollars ($1,000.00 USD). No-Charge Servicesshall be subject to all other terms and conditions in this Agreement.
3. PRIVACY POLICY; END USER DATA
3.1. Collection of Personal Data. By accepting this Agreement, End User also agrees that Company may collect and process the Personal Data in accordance with Company’Privacy Policysolely for the purpose of providing the Services to End User and as otherwise set forth in such Privacy Policy.
3.2. Accuracy of Personal Data. End User agrees that it will provide accurate Personal Data and that it will update the same as and when necessary ensuring at all times that such information remains accurate.
3.3. End User Data. As between the parties, End User retains all right, title, and interest in and to the End User Data. End User grants Company a non-exclusive, worldwide, royalty-free right to collect, use, modify and process End User Data, including technical logs, account and login information, the volume and type of data uploaded, feature usage and engagement solely: (i) to provide the Services to End User, which may include providing customer support and (ii) to use such data to review user trends and performance, improve and develop Company’s Services, and to generate separate anonymous data sets about product usage and other analytics relating to the Services that do not identify End User (“Aggregate Data”). Company shall retain all rights, title and ownership in the Aggregate Data.
4. FEES & PAYMENT
4.1. Service Fees. End User shall pay to Company or Channel Partner all fees (“Service Fees”), in U.S. dollars, in accordance with the terms set forth on the Order Form. Except as expressly set forth herein, all Service Fees are nonrefundable, and all amounts are due and payable upon receipt of the invoice.
4.2. Taxes. All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and End User agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon Company’s net income.
5. TERM
5.1. The term of the Agreement shall commence on the Start Date as indicated in the Order Form and will remain in force until the End Date as specified in the Order Form (“Initial Term”), unless terminated earlier in accordance with Section 6 below.
5.2. Upon expiration of the Initial Term, the Parties may extend the term of the Agreement for additional period as may be mutually agreed, in writing, between by the Parties (each an ‘Extended Term’ and, with the Initial Term, collectively the “Term”).
6. TERMINATION
6.1. Termination for Non-Payment. Company may immediately terminate this Agreement and the provision of all Services to End User upon the inability or failure of End User to make any and all payments within thirty (30) days of such payment due date.
6.2. Termination for Breach. Either Party may, at its option, terminate this Agreement upon the material breach by the other Party of any provision of this Agreement, if such breach is not cured by the breaching Party within thirty (30) days after receipt of written notice thereof from the non-breaching Party.
6.3. Termination for Bankruptcy or Change of Control. Company shall have the right to terminate this Agreement immediately if End User becomes insolvent, or is unable to pay its debts as due, or enters intoor files (or has filed or commenced against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy or similar laws.
6.4. Effects of Termination. Upon any termination of this Agreement, (i) the rights and licenses granted to End User shall terminate, which may include Company remotely disabling the Services, and (ii) End User shall (a) immediately discontinue use of the Services and relinquish any and all rights with respect to the Services; and (b) each Party shall promptly return to the other Party, or certify to the destruction of, all copies of the other Party’s Confidential Information or (in the case of the End User) any other information relating to any of the Services furnished by Company or otherwise in the possession of the End User. End User will be granted access to data stored in the solution for 30 days after expiration or termination of this Agreement for the sole purpose of exporting such data. If the End User terminates this Agreement for cause, Company will promptly refund any prepaid, unused Service Fees remaining after such date oftermination. If the Company terminates this Agreement for cause, End User will promptly pay all unpaid Service Fees due through the end of the Term. Service Fees are otherwise non-refundable.
6.5. Continuing Obligations. The Agreements, representations, warranties, covenants, duties and obligations as set forth in this Agreement, which by their terms, their very nature, or to the extent consistent with the intent and purpose of this Agreement, extend beyond the term of this Agreement, shall survive termination or expiration of the term of this Agreement.
7. INDEMNITY
7.1. INDEMNIFICATION BY END USER. END USER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD COMPANY, ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND THE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER PERSONNEL, SHAREHOLDERS AND AGENTS OF EACH OF THEM, HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, JUDGMENTS, PENALTIES, LOSSES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), CLAIMS, SUITS, OR DEMANDS RELATING TO OR ARISING FROM (I) ANY BREACH BY END USER OF ANY OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS HEREUNDER; OR (II) THE USE BY END USER OF THE SERVICES IN MANNER NOT COVERED UNDER THIS AGREEMENT.
7.2. INDEMNIFICATION BY COMPANY. COMPANY SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD END USER AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND OTHER PERSONNEL, SHAREHOLDERS, EACH OF THEM, HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, JUDGMENTS, PENALTIES, LOSSES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), CLAIMS, SUITS, OR DEMANDS RELATING TO OR ARISING FROM (I) ADJUDICATED THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS; OR (II) ANY LOSS CAUSED TO END USER DUE TO WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF COMPANY OR ITS EMPLOYEES. IF THE USE OF THE SERVICES BY END USER HAS BECOME OR, IN COMPANY’S OPINION, IS LIKELY TO BECOME, THE SUBJECT OF ANY CLAIM OF INFRINGEMENT, COMPANY MAY AT ITS OPTION AND EXPENSE (I) PROCURE FOR END USER THE RIGHT TO CONTINUE USING AND RECEIVING THE SERVICES AS SET FORTH HEREUNDER; (II) REPLACE OR MODIFY THE SERVICES TO MAKE IT NON-INFRINGING (WITH COMPARABLE FUNCTIONALITY); OR (III) IF THE OPTIONS IN SECTIONS (I) OR (II) ABOVE ARE NOT REASONABLY PRACTICABLE IN COMPANY’S OPINION, TERMINATE THE APPLICABLE ORDER FORM AND PROVIDE A PRO RATA REFUND OF ANY PREPAID SERVICE FEES CORRESPONDING TO THE TERMINATED PORTION OF THE APPLICABLE TERM. COMPANY WILL HAVE NO LIABILITY OR OBLIGATION WITH RESPECT TO ANY CLAIM TO THE EXTENT SUCH CLAIM IS CAUSED BY (A) USE OF THE SERVICES BY END USER NOT IN ACCORDANCE WITH THIS AGREEMENT; (B) MODIFICATION OF THE SERVICES BY OR ON BEHALF OF END USER; (C) END USER’S CONFIDENTIAL INFORMATION OR CONTENT OR (D) THE COMBINATION, OPERATION OR USE OF THE SERVICES WITH OTHER PRODUCTS OR SERVICES WHERE THE SERVICES WOULD NOT BY ITSELF BE INFRINGING. THIS SECTION STATES COMPANY’S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION, AND END USER’S EXCLUSIVE REMEDY, FOR ANY CLAIM OF ANY NATURE RELATED TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY.
7.3. INDEMNIFICATION PROCEDURE. THE INDEMNIFIED PARTY WILL PROVIDE THE INDEMNIFYING PARTY WITH (I) PROMPT WRITTEN NOTICE OF THE CLAIM; (II) THE SOLE RIGHT TO CONTROL THE DEFENSE AND SETTLEMENT OF THE CLAIM (PROVIDED THAT THE INDEMNIFYING PARTY MAY NOT SETTLE ANY CLAIM WITHOUT THE INDEMNIFIED PARTY’S PRIOR WRITTEN CONSENT, NOT TO BE UNREASONABLY WITHHELD); AND (III) REASONABLE COOPERATION IN CONNECTION WITH THE CLAIM.
8. LIMITATION OF LIABILITY
8.1. LIMITATION OF LIABILITY. IN NO EVENT WILL THE PARTIES HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOST OPPORTUNITIES OR PROFITS). EXCEPT FOR INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, BREACH OF APPLICABLE LAW, BREACH OF CONFIDENTIALITY OBLIGATIONS, FRAUD, WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO COMPANY OR CHANNEL PARTNER OVER THE TWELVE MONTHS PRECEDING SUCH CLAIM.
9. LIMITED WARRANTY
9.1. Limited Warranty. Company warrants that during the Term, the Services will provide the general features and functions described in the then current Documentation. Company’s entire liability, and End User’s exclusive remedy (the “Limited Warranty” ), with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, shall be at Company’s sole discretion and option, (i) to attempt to correct or work around errors, if any, or (ii) to refund the Service Fee for the most recent renewed Term of this Agreement actually paid by End User and terminate this Agreement. Such refund is subject to the return of all hard copies and the deletion of all electronic copies of the Services. The foregoing warranty shall not apply to extent End User is using No-Charge Services.
9.2. DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 9.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR END USER, AS THE CASE MAY BE, MAKES, AND END USER RECEIVES, NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO THE SERVICES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SERVICES AND FEATURES OR FUNCTIONALITY THEREOF OR ANY COMMUNICATION WITH END USER ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION.
10. EXPORT CONTROL
10.1. The Parties acknowledge that certain products, technology, software, technical data and Services (including Services and certain services and training) and certain transactions may be subject to export controls and/or sanctions under the laws of the United States and other countries and jurisdictions (including the Export Administration Regulations (EAR), 15 C.F.R. §§730-774, the International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120-130, (collectively “Export/Import Laws”) and sanctions programs implemented by the Office of Foreign Assets Control of the U.S. Department of the Treasury). No Party shall directly or indirectly export or re-export, or transfer any such items or any direct product thereof or undertake any transaction or service in violation of any such Export/Import Laws or sanctions programs. Each Party agrees to fully comply with all applicable Export/Import Laws and sanctions programs. Without limiting the foregoing, End User hereby represent and warrant that: (i) End User is not a restricted Party with whom it would be unlawful for the Company to conduct business and End User shall promptly notify the Company should End User become such a restricted Party; and (ii) End User is not accessing or using Company’s products, technology, software, technical data, or Services in or from any of the jurisdictions against which the United States maintains comprehensive sanctions, which jurisdictions currently include Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions (in Ukraine), and End User will not do so in the future.
11. CONFIDENTIALITY
11.1. Confidentiality. Except for the specific rights granted by this Agreement, the Receiving Party shall not access, use or disclose any of the Disclosing Party’s Confidential Information without its written consent, and shall use at least the standard of care used to protect its own Confidential Information, but not less than reasonable care to protect the Disclosing Party’s Confidential Information, including ensuring that its employees and contractors with access to such Confidential Information (a) have a need to know for the purposes of this Agreement and (b) have been apprised of and agree to restrictions at least as protective of the Disclosing Party’s Confidential Information as this Agreement. Each Party shall be responsible for any breach of confidentiality by its employees and contractors. Each Party may disclose only the general nature, but not the specific terms, of this Agreement without the prior consent of the other Party; provided that either Party may provide a copy of this Agreement or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction or due diligence inquiry.
11.2. Required Disclosure. Nothing herein shall prevent a Receiving Party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, the Receiving Party shall use reasonable efforts to (a) promptly notify the Disclosing Party in writing of such requirement to disclose and (b) cooperate with the Disclosing Party in protecting against or minimizing any such disclosure or obtaining a protective order.
11.3. Injunctive Relief. The Receiving Party acknowledges that any material breach of Section 11 would cause the Disclosing Party irreparable harm for which they have no adequate remedies at law. Accordingly, the Disclosing Party is entitled to specific performance or injunctive relief for any such breach.
12. MISCELLANEOUS
12.1. Modification and Waiver. No change, consent or waiver under this Agreement will be binding on Company unless made in writing and signed by an authorized representative of Company. The failure of either Party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
12.2. Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either Party without the other Party’s written consent, not to be unreasonably withheld. However, without consent, either Party may assign this Agreement to any successor to all or substantially all of its business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
12.3. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
12.4. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.5. Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected Party shall use commercially reasonable efforts to give written notice thereof to the other Party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
12.6. Notices. All notices, demands, or consents required or to be given under this Agreement shall be made in the English language and shall be sent by (i) hand, (ii) electronic mail with receipt confirmation, (iii) registered or certified first-class mail, postage prepaid, or (iv) recognized international courier service (e.g. DHL, Federal Express or United Parcel Service), addressed to the Parties. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.
12.7. Order of Precedence. If a conflict occurs between this Agreement, any Order Form(s), and/or any exhibitor addenda, unless such exception is explicitly stated to modify the Agreement in the Order Form(s) or the exhibit(s) or addenda, the order of precedence shall be: (i) this Agreement, (ii) the Order Form and (iii) the exhibit(s) or addenda.
12.8. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York and the United States without regard to conflict of laws provisions thereof. Exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in New York County, New York, and both parties consent to the jurisdiction of such courts with respect to any such actions.
