ILLUMA LABS INC.
MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”) is entered into by and between Illuma Labs, Inc., a Delaware corporation with an address of at 7700 Windrose Ave Suite G300, Plano, TX, 75024 (“Illuma”) and the party that has agreed to be bound by this Agreement (“you” “your” or “Client”).

By clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by the terms of this Agreement as of the date you click your acceptance (the “Effective Date”). You additionally represent that you have the authority to enter into this agreement on behalf of your company, and agree that the company, and all of its employees and users will be bound by this agreement. If you and your company do not wish to be bound by this agreement, you may not use the Software or Services.

1. 1. Definitions. The following definition apply to the Agreement:
   1. a. “Authorized Users” means the employees and authorized representatives for whom Client has purchased a license to the use the Services provided that such Authorized User is legally bound to comply with the terms and conditions of the Agreement.
   2. b. “Client Information” means data of or concerning Client, its consumers, customers or clients, and/or its parent, subsidiaries, affiliates and agents provided by Client to Illuma in connection with the Services and includes, but is not limited to, call recordings.
   3. c. “Client Materials” means, to the extent applicable, those materials to be provided by Client to Illuma as necessary to perform the Services or as further described in the applicable Order Form, and includes, but is not limited to, Client’s internal customer relationship management system and/or other informational databases to which the Services may be integrated.
   4. d. “Deliverables” mean those tangible and intangible materials, reports, rankings, audits, studies, cases, findings, procedures, and recommendations created or prepared by Illuma in the course of performing the Services as identified in the relevant Order Form.
   5. e. “Genesys” means Genesys Telecommunications Laboratories, Inc.
   6. f. “Intellectual Property Rights” means, without limitation, any and all patents, patent applications, trademarks, registrations for trademarks, applications for registration of trademarks, trade secrets, copyrights, registrations for copyrights, applications for registration of copyrights, and all other similar items of intellectual property, whether registered or unregistered, any and all applications thereto, including any common law or other rights created by use thereof, all proceeds thereof (such as by the way of example any licenses, royalties and proceeds of current infringements), and the right to sue for past, present and future infringements.
   7. g. “Illuma Materials” mean all Systems, Services, Deliverables and any and all components and materials related to such items whether or not created, assembled, organized or produced by Illuma and modification and enhancements to any such items whether or not created by Illuma, and includes, but is not limited to, any integrations, customizations, ideas, concepts, know-how, methods, models, data, techniques, business rules, websites, systems, reports, templates, tools, and any knowledge and experience that were or are used, developed or gained by Illuma or any of its personnel and made available to Client in connection with the performance of the Services and delivery of the Deliverables.
   8. h. “Order Form” means an order form, purchase order, statement of work or other similar contractual document entered into between Client and Genesys setting forth the scope of Services, duration of Services and applicable fees.
   9. i. “Services” mean any software-based services and/or professional services expressly ordered in an Order Form.
   10. j. “Systems” mean any and all computer hardware, devices, servers, or other related systems under the control of Illuma and containing the underlying software used to provide the Services.
2. 2. Order Forms; Payments;. Subject to the terms of the Agreement, Illuma and/or its affiliates will perform certain Services and deliver certain Deliverables for Client, as specified in an Order Form. All payments related to the Services will be made by Client to Genesys and any disputes relating to payments shall be resolved as between Client and Genesys; provided that to the extent Genesys alerts Illuma of Client’s failure to pay any applicable fees when due, Illuma may suspend Client’s access to the Services until such payments are made.
3. 3. Proprietary Rights The following definition apply to the Agreement:
   1. a. Illuma Materials. All right, title and interest in and to the Illuma Materials and any and all Intellectual Property Rights therein shall belong exclusively to Illuma, and all rights granted to Client under the Agreement are expressly limited to the license granted herein.
   2. b. Services License. Subject to the terms and conditions of the Agreement and subject to receipt of all applicable fees and other amounts due hereunder, Illuma hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license during the Term of the relevant Order Form to access and use, solely by its Authorized Users, the Services for its internal business purposes.
   3. c. Client Information. As between the parties, Client retain all rights, title, and interest in and to Client Information. Client hereby grants Illuma a non-exclusive right and license to (i) copy, store, transmit and otherwise use Client Information during the Term (as defined below) as necessary and appropriate for Illuma to provide the Services and deliver the Deliverables and (ii) use Client Information to generate Illuma-Generated Data (as defined below).
   4. d. Illuma-Generated Data. Client acknowledges that as part of its use of the Services, Illuma will utilize Client Information, in particular information derived from a customer or end user’s unique voice and calling device signature, to generate a proprietary mathematical vector designed to prohibit reverse-engineering and which cannot be utilized without Illuma’s proprietary technology (the “AudioPrint”). Notwithstanding anything to the contrary, as between the parties, Illuma retains all right, title and interest in and to all (i) AudioPrints and (ii) any data generated by Illuma hereunder that has been anonymized, de-identified or otherwise aggregated such that it does not identify Client or any of Client’s individual users or customers (collectively, “Illuma-Generated Data”). Illuma reserves the right to utilize such Illuma-Generated data for its internal business purposes, which may include research and analytics, benchmarking, improving security for Client and other users of Illuma’s services, and enhancing the quality of Illuma’s products and services. Any Intellectual Property Rights and/or subsequent products or services derived from Illuma’s use of Illuma-Generated Data remain Illuma’s sole property. Under no circumstances shall Illuma be permitted to sell or otherwise disclose Client Information that constitutes personally-identifiable to any third parties, however Illuma shall have the right to process and analyze AudioPrints in the performance of its services for other Illuma customers so long as those AudioPrints are not directly disclosed or otherwise released or exposed to such third party customers. During the Term, Client may have access to certain Illuma-Generated Data through its receipt of the Services as may be set forth in an applicable Order Form. Notwithstanding the receipt of such Services, all rights to the research and analysis of the Illuma-Generated Data shall be deemed as reserved exclusively for Illuma and shall not be released by Client to any third party without Illuma’s express written consent.
   5. e. Limitations. Client may only use the Illuma Materials in its own business and pursuant to the terms of the Agreement and related Order Forms and shall ensure that its Authorized Users comply with the terms herein. Client agrees that it shall not, in whole or in part, at any time during or after the Term: (i) sell, assign, sub-licensee, lease, rent, timeshare, grant a security interest in, distribute, transfer, communicate or disclose any of the Illuma Materials to any third party; (ii) modify or attempt to modify any of the Illuma Materials or decompile, reverse engineer, create or recreate any related source code; (iii) use any of the Illuma Materials to provide services to, or to otherwise benefit, any third party; (iv) use any of the Illuma Materials to create a program having similar features or functions of the Illuma Materials; (v) remove or modify any copyright or other proprietary notice contained in any of the Illuma Materials; (vi) use, possess, or transfer any of the Illuma Materials in and/or to any foreign jurisdiction in violation of any trade laws or regulations; or (vii) allow others to do any of the foregoing. The licenses granted to Client hereunder are specific to Client and may not be conveyed in any way. Any purported sale, assignment, transfer or sublicense by Client of any rights granted herein without the prior written consent of Illuma will be null and void and allow Illuma to terminate the Agreement for breach immediately upon written notice. Furthermore, Client’s access to the Services does not entitle it to any professional services from Illuma unless expressly mutually agreed to in an Order Form.
   6. f. Export Restrictions. Further, Client may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
4. 4. Representations, Warranties, Client Obligations; Regulatory Compliance.
   1. a. Duly Authorized. Each party represents and warrants that it is duly authorized to enter into the Agreement, it has the authorization to grant the rights herein, its performance of the Agreement will not breach any separate agreement to which it is bound, and that the Agreement, upon execution and delivery, represents a binding obligation of such party, enforceable in accordance with its terms.
   2. b. Services. Illuma warrants that the Services will be provided in a professional and workmanlike manner consistent with industry practices. Client acknowledges and agrees that some Services provided by Illuma may be provided through third party subcontractors and vendors. Client recognizes that the provision of some of the Services involves subjective analysis and decision making based upon the data provided on which prudent individuals could differ, and that automated calculations of scores, ratios or other determinations may depend on data, variables, services and deliverables that are not under the control of Illuma.
   3. c. Client Obligations. Client warrants that it will provide Illuma with the requisite Client Materials. In the event that the quality of Client Materials fails to meet the requirements in the relevant Order Form, any timelines for performance by Illuma shall be adjusted to allow Illuma time to address such deficiencies and if such change results in additional costs or business loss to Illuma, Client may be required to pay for such additional costs. Illuma’ performance shall be excused or delayed until such time as Client Materials that meet the requirements described herein are transmitted to Illuma. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
   4. d. Regulatory Compliance. Illuma shall comply with all federal, state, and local laws and regulations applicable to the provision of the Services. Client shall use the Services and Deliverables only in compliance with this Agreement, Illuma’s policies then in effect, and all applicable laws and regulations. Although Illuma has no obligation to monitor Client’s use of the Services, Illuma may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Client acknowledges that it is solely responsible for (i) ensuring that it has obtained any and all consents from its customers and users as necessary to enable Client to provide the Client Information to Illuma and for Illuma to utilize such Client Information as contemplated herein in each case in accordance with applicable law; (ii) notifying Illuma to the extent any such consents or authorizations are revoked or no longer valid, or when Client no longer has a lawful purpose, as determined by any applicable laws, for the processing of such Client Information; and (iii) determining when to utilize the Services for the purpose of creating an unique enrollment profile for an individual customer or end user.
5. 5.DISCLAIMERS; LIMITATION OF LIABILITY.
   1. a. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, ILLUMA MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. TO THE EXTENT THE SERVICES INCLUDE OR ILLUMA OTHERWISE PROVIDES A THIRD PARTY’S PROGRAMS, DATA OR OTHER SERVICES OR PRODUCTS, IT DOES SO ON AN “AS IS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT THERETO.
   2. b. ILLUMA SHALL HAVE NO LIABILITY WHATSOEVER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS, LOSS OF OPPORTUNITY OR DISRUPTION OF BUSINESS) OF THE CLIENT OR ANY THIRD PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   3. c. NOTHING PROVIDED ON OR THROUGH THE SERVICES SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING OF SPECIFIC ADVICE AS TO DECISIONS WITH RESPECT TO ACTIONS TO BE TAKEN. DATA AND OTHER INFORMATION AVAILABLE ON OR THROUGH THE SERVICES SHOULD NOT BE CONSIDERED AS INFORMATION SUFFICIENT UPON WHICH TO BASE A DECISION. THE SERVICES MAY NOT BE USED AS THE BASIS OF ANY PRODUCT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF ILLUMA.
   4. d. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CLIENT’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION AGAINST ILLUMA, ITS AFFILIATES, ITS VENDORS OR ITS SUBCONTRACTORS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE ACTION) SHALL BE LIMITED TO PAYMENT FOR ACTUAL DAMAGES UP TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE LESSER OF (I) THE TOTAL AMOUNT OF FEES PAID BY CLIENT FOR THE ORDER FORM UNDER WHICH THE CAUSE OF ACTION RELATES OR (II) THREE TIMES THE MONTHLY AVERAGE AMOUNT OF FEES PAID BY CLIENT FOR THE SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
6. 6. Term and Termination
   1. a. Term. The term of your legal agreement with Illuma as governed by the Agreement shall commence on the Effective Date and shall continue for so long as there is at least one Order Form in effect (the “Term”).
   2. b. Termination. The Agreement and/or any Order Form may only be terminated prior to the expiration of the Term as follows:
      1. (i) Unless otherwise provided herein, by either party by providing written notice to the other party, at least sixty (60) days prior to the expiration of any Term, with such termination being effective as of the end of the Term; provided that to the extent your order Form or other agreement with Genesys provides conflicting rights or requirements relating to any termination for convenience the terms of your agreement with Genesys shall control.
      2. (ii) In the event that either party breaches any term or condition of the Agreement in any material respect (other than a breach under subsections 7(b)(ii) or 7(b)(v) which shall be governed by those subsections), the other party shall have the right to terminate the Agreement if the breaching party has not commenced using its reasonable, good faith efforts to cure a material breach of the Agreement with ten (10) days after the date upon which the defaulting party was given written notification of such breach, which notice shall specify the nature of the default and state the intention to terminate if the default is not cured, and cured such breach within thirty (30) days of the date of such notice.
      3. (iii) Either party may terminate the Agreement immediately upon written notice in the event: (A) the other party commences or becomes the subject of any bankruptcy, insolvency, or equivalent case or proceeding; (B) the other party makes a general assignment for the benefit of its creditors; (C) a trustee or receiver is appointed for the other party, or for any of its property; or (D) any petition by or on behalf of the other party is filed to take advantage of any debtor’s act or to reorganize under the bankruptcy or similar laws, which petition is not removed within sixty (60) days after filing.
      4. (iv) Illuma may, in its sole discretion, terminate the Agreement immediately upon written notice in the event of any unauthorized or unlawful usage by Client or any third party gaining access to the Services, directly or indirectly, through or as a result of Client’s use of the Services.
   3. c. Effect of Termination.
      1. (i) Upon termination of the Agreement or any Order Form, Client may no longer access the relevant Illuma Materials or any rights or licenses granted to Client under each Order Form that has been terminated.
      2. (ii) The terms of Sections 3(a), 3(c), 3(d), 3(e), 3(f), 4(d), 5, 6(c) and 7 through 12 shall survive the termination or expiration of the Agreement.
      3. (iii) Client will remain liable after termination or expiration (A) for all applicable fees and other charges accrued hereunder prior to such termination and (B) if terminated earlier than the expiration date and unless otherwise agreed to in an Order Form, for termination fees equal to the total remaining fees under all Order Forms that would have been payable by Client for the remainder of the then current Term but for the early termination.
7. 7. Confidentiality.
   1. a. “Confidential Information” means any and all business, financial or technical information or data in any form or medium, tangible or intangible, used in or relating to the business activities or operations of the disclosing party which is disclosed, either orally or in writing, by the disclosing party to the receiving party, whether on, before or after the date of the Agreement, including without limitation Intellectual Property Rights; data, know-how, business rules, reports, summaries, processes, samples, ideas, research and development, security procedures and passwords; computer software and programs; database technologies, systems, structures and architectures; marketing plans, business plans, strategies, forecasts, financial information, budgets, projections, costs, profits, market share, sales, customer lists, current and anticipated customer requirements, prospective customer lists, price lists, market studies; information regarding suppliers, dealers, affiliates,; information regarding personnel and human resources such as organizational structure, salary, personnel training techniques and materials, and employees’ qualifications; and any other information obtained from the disclosing party which is not known to the public. Confidential Information shall include the existence of the Agreement and its Order Forms and any and all of the terms of the foregoing.
   2. b. Each party shall take all reasonable steps to prevent the disclosure of the other party’s Confidential Information in violation of the Agreement, which shall be no less than the steps it takes to protect its own Confidential Information. Each party shall use its reasonable efforts to confine knowledge of the other party’s Confidential Information to its employees and agents who have a reasonable need to know Confidential Information disclosed hereunder (“Representatives”) provided that prior to any disclosure to a Representative such Representative has either (i) executed a written agreement to keep such Confidential Information confidential on at least the same terms as described herein or (ii) is subject to a professional obligation to maintain the confidentiality of such information; and provided further that the receiving party shall remain liable to the disclosing party for any breaches of the Agreement by its Representatives.
   3. c. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.
   4. d. Confidential Information shall not include information that (i) is or becomes publicly available through no breach or omission of the receiving party; (ii) was lawfully in the possession of the receiving party prior to the disclosure of by the disclosing party; (iii) is lawfully disclosed to the receiving party from a source other than the disclosing party, provided that such source is not bound by any fiduciary, contractual or legal duties of confidentiality; and (iv) is lawfully and independently developed by the receiving party, which can be established by written evidence.
   5. e. Upon termination of this Agreement for any reason, or upon or on the disclosing party’s request at any time, the receiving party will promptly deliver to the disclosing party, or, at the disclosing party’s option, destroy, all notes, memoranda, programs, computer memory media, equipment and all other materials containing the disclosing party’s Confidential Information and will not retain any copies thereof, other than as permitted under this Agreement. The receiving party shall promptly provide the disclosing party with written certification of such return or destruction of Confidential Information. To the extent that any Confidential Information is retained as permitted hereunder, or to the extent that copies of any Confidential Information are stored in electronic archives or backups made in the ordinary course of business in accordance with applicable legal, disaster recovery and professional requirements, all such Confidential Information shall continue to be governed by the provisions of this Section 8.
8. 8. Non-Solicitation. During the Term and for a period of twelve (12) months thereafter, neither Client nor Illuma shall, directly or indirectly solicit, employ or retain, or assist any other individual, person, firm or other entity in soliciting, employing or retaining, any employee, contractor or other agent of the other party or any of its affiliates, including, without limitation, any former employee, contractor or other agent of the other or any of its affiliates who ceased working for the other party or any of its affiliates within a six (6) month period before the date on which the Agreement is terminated. For the purposes of this Section, solicitation does not include the advertisement of employment opportunities by a party in any public forum (including magazines, trade journals, publicly accessible internet sites, classified advertisements, or job fairs open to the public) and the hiring of an individual as a result of his or her response to such a general employment advertisement or in response to his or her unsolicited employment inquiry shall not constitute a breach of the Agreement.
9. 9. Indemnification.
   1. a. Client agrees to indemnify, defend and hold harmless Illuma and its affiliates, subsidiaries, employees, agents, shareholders, officers, directors and attorneys from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) Client’s violation of Section 5(d) or any violation by Client of any laws applicable to Client’s business or Client’s use of the Services; (ii) a claim alleging that use of the Client Materials and/or Client Information infringes the rights of, or has caused harm to, a third party; or (iii) any breach of Client’s representations or warranties or Client’s failure to fulfill any of its obligations under the Agreement.
   2. b. Illuma agrees to indemnify, defend and hold harmless Client and its affiliates, subsidiaries, employees, agents, shareholders, officers, directors, and attorneys from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with any third party claims alleging that the Services (excluding any Client Materials or Client Information therein) directly infringes any validly issued U.S. copyright, patent or trademark of a third party. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Illuma, (ii) made in whole or in part in accordance with Client specifications, (iii) that are modified after delivery by Illuma, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Client’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Illuma to be infringing, Illuma may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Client a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Client’s rights hereunder and provide Client a refund of any prepaid, unused Fees for the Services.
   3. c. Each party’s respective indemnification obligations hereunder are conditioned upon the party seeking indemnification: (i) promptly giving written notice of the claim to the indemnifying party; (ii) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle or defend any claim unless it unconditionally releases the indemnified party of all liability); and (iii) providing to indemnifying party all available information and reasonable assistance upon request.
10. 10. Product Specific Provisions. In addition to the terms and conditions contained herein, additional terms and conditions with respect to certain Services shall apply to the extent contained in an applicable Order Form.
11. 11. Feedback. Client will provide feedback to Illuma concerning the functionality, performance and reliability of the Services as reasonably requested by Illuma from time to time, including identifying potential errors and suggestions for improvements (“Feedback”). Client hereby assigns to Illuma all right, title, and interest in and to the Feedback and, to the extent not assignable, hereby grants to Illuma a perpetual, irrevocable, transferable, royalty-free and fully paid-up license, with the right to sublicense, to use and exploit such Feedback and related information in any manner and for any purpose whatsoever.
12. 12. General.
    1. a. Assignment. This Agreement shall be binding upon and shall inure to the benefit of Illuma and Client and their respective successors and permitted assigns. This Agreement may not be assigned by either party, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), upon written notice but without consent of the other party, in connection with a (i) merger, acquisition, corporate reorganization resulting in a change of voting control, or (ii) sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. The parties do not intend the benefits of the Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right, claim or cause of action in favor of any such third party against either of the parties hereto.
    2. b. Force Majeure. Neither party shall be liable for any delay or other failure of performance caused by reasonably unforeseeable factors beyond its control, including without limitation strikes, riots, insurrection, labor shortage, earthquake, hurricane, epidemic, war, acts of terrorism, fire, acts of God, or governmental acts or regulation.
    3. c. Invalidity. If any provision of the Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder hereof shall not in any way be affected or impaired thereby.
    4. d. Headings. The headings in the Agreement are intended for convenience of reference and shall not affect its interpretation.
    5. e. Entirety. This Agreement, its Order Forms and any related exhibits or amendments contain the entire agreement of the parties with respect to its subject matter and supersede all existing agreements and all other oral, written or other communications between them concerning its subject matter.
    6. f. Waiver. Neither party’s failure to enforce strict performance of any provision of the Agreement will constitute a waiver of a right to subsequently enforce such a provision. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of the Agreement.
    7. g. No Modification. This Agreement may be amended by the parties, provided that no amendment, modification or waiver of the Agreement shall be valid unless made in writing and signed by an authorized representative of the party to be charged. h. Independent Contractor. The parties are independent contractors, and nothing in the Agreement or the performance of the Services or the delivery of Deliverables shall be considered to create a partnership, joint venture or similar relationship between the Parties.
    8. i. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions. Each party agrees that any dispute shall be brought exclusively in the state or federal courts sitting within the judiciary district of the United States District Court in the Eastern District of Texas, and that it will submit to the jurisdiction of the state or federal courts therein, and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
    9. j. US Government Restricted Rights. The Illuma Materials and any related materials and documentation are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.213. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end-users may use or access the Illuma Materials only with those rights expressly granted herein.
    10. k. Notices. All demands, notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified, (b) upon sending if by email (with confirmation), if sent during normal business hours and, if not, then on the next business day, (c) three (3) days after mailing, if sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after dispatch, if sent by a nationally recognized overnight courier, in each case, to the parties at their respective addresses listed in the Order Form or to such other address as may hereafter be furnished to the other party by like notice.

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