Terms of Service

This MediaLab Service Agreement ("Agreement") is entered into by and between MediaLab Solutions LLC ("MediaLab", "we", "us") and Customer (Customer is also referred to in this Agreement as "you" and "your"). "Customer" means, in the case of an individual accepting this Agreement on his or her behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, along with any Affiliate of such company or entity that is named in Order Form(s) or whose laboratory site(s) or Authorized Users are included within the scope of the site-based or Authorized user-based licensing limitations set forth in the Order Form(s) or otherwise use the Services. "Affiliate" means an entity that directly or indirectly controls (i.e., control is direct or indirect ownership or control of more than 50% of the voting interests), is controlled by, or is under common control with the subject company or legal entity. This Agreement governs your access to and use of the Services (defined below).

BY CHECKING AND/OR CLICKING ON A BOX AND/OR BUTTON THAT INDICATES ACCEPTANCE OR BY EXECUTING, PAYING ANY FEES SET FORTH IN, OR USING ANY SERVICES SET FORTH IN, AN ORDER FORM (DEFINED BELOW) THAT REFERENCES THIS AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION AND ITS AFFILIATES (AND YOU AGREE THAT ALL REFERENCES IN THIS AGREEMENT TO "CUSTOMER", "YOU" OR "YOUR" INCLUDE SUCH ORGANIZATION AND ITS AFFILIATES); AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT HAVE AUTHORITY TO ACCEPT THIS AGREEMENT OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Services: Subject to and conditioned on Customer's payment of the fees set forth in one or more ordering documents, order forms or online orders specifying the Services (defined below) to be provided hereunder that is entered into between MediaLab and Customer, including any addenda and supplements thereto (collectively, the "Order Forms" and each, individually, an "Order Form"), and compliance with the terms and conditions of this Agreement, MediaLab hereby grants Customer a non-exclusive, non-transferable right to internally access and use the services further described in MediaLab's online Service Descriptions, available at https://www.medialab.com/service-descriptions, that are set forth in one or more Order Forms (collectively, the "Services" and each, individually, a "Service") during the respective Initial Terms and any Renewal Terms of such Order Forms, solely for use by Customer and Customer's human individual employees, contractors and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and for whom access to the Services has been purchased hereunder (collectively, "Authorized Users"), in accordance with the terms and conditions herein. For purposes of clarification, the Services will not include any services that are not expressly set forth in the Order Forms, with the exception of the Sandbox if provided to Customer by MediaLab, as noted in the "Use or Access to Sandbox Environment" paragraph below. The Services are subject to the site-based and Authorized User-based licensing limitations set forth in the Order Forms, in accordance with the terms and conditions herein.

Fees: Customer shall pay MediaLab the fees ("Fees") as set forth in each Order Form, in advance and without offset or deduction, on the Services Start Date. If Customer fails to make any payment when due and such failure continues for 30 days or more, without limiting MediaLab's other rights and remedies, MediaLab may suspend Customer's and its Authorized Users' access to any portion or all of the Services MediaLab provides to Customer until such amounts are paid in full. If Customer (inclusive of any Affiliate of Customer) exceeds the site-based and/or Authorized User-based licensing limitations set forth in any Order Form, MediaLab may prepare an additional Order Form, with retroactive and prospective Fees as necessary, to cover retroactive and prospective use of the Services, as applicable, with respect to such excess sites or Authorized Users of Customer, and MediaLab may suspend Customer's and its Authorized Users' access to any portion or all of the Services MediaLab provides to Customer until such additional Order Form is accepted and the applicable Fees are paid by Customer. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer 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 Customer hereunder, other than any taxes imposed on MediaLab's income.

Implementation: MediaLab's Services are cloud-based (SaaS). MediaLab's Services are designed to be easy-to-use, and implementation is designed to facilitate easy completion by the user. You are responsible for implementation of MediaLab's Services, including but not limited to adding Authorized Users, configuring groups and permissions, uploading files / documents, creating assignments, and creating custom courses. You are responsible for providing Internet access to your Authorized Users (including but not limited to Internet provider, hardware, and software). MediaLab shall provide Customer with technical support for questions regarding implementation as provided herein. All MediaLab subscribers receive one free virtual (kickoff) meeting with a MediaLab implementation specialist to help you set up your subscription for your needs.

Service Term: The Services set forth in each Order Form will be provided for an initial term identified in the applicable Order Form under "Initial Term" or a similar heading (the "Initial Term"), beginning on the services start date set forth in the Order Form, as may be adjusted by MediaLab pursuant to the terms of the Order Form (the "Services Start Date"). Such Order Form shall then automatically renew for additional successive renewal terms set forth in the Order Form (each a "Renewal Term") unless (i) either party provides the other party with written notice of nonrenewal of such Order Form at least thirty (30) days prior to the expiration of the then current Initial Term or Renewal Term or (ii) a replacement Order Form is duly offered and accepted in accordance with this Agreement, in which case the Services set forth in such replacement Order Form will be provided for an Initial Term and Renewal Terms set forth in the replacement Order Form. Collectively, the Initial Terms and Renewal Terms of the Order Forms offered and accepted pursuant to this Agreement are the "Service Term" of this Agreement.

Support: MediaLab provides implementation assistance and ongoing technical support for subscribers by toll-free phone number and e-mail. Support is available Monday through Friday, 10AM to 5:30PM ET, excluding federal holidays. We strive to respond to all support voicemails and e-mails within 1 business day. MediaLab does not provide on-site support.

Access, Passwords, and Security: You agree to maintain the security of your administrative level user ID and password. We will verify the identity of your Authorized Users via individual user IDs and passwords, which you agree to keep secure and to require your Authorized Users to keep secure. You agree to notify MediaLab immediately if you become aware of or suspect any unauthorized access to any ID or password of Customer or your Authorized Users.

Registration Information: You agree to keep your registration information, including email address, current and accurate.

Administrator Contacts: You agree to provide a spreadsheet of qualified institutions within your network, to include the full name of the Laboratory Director and Managers, institution addresses, email addresses, and phone numbers.

Electronic Communications: You agree that MediaLab may, at its discretion, review, but is not obligated to review, Customer and Authorized User information and activity within MediaLab systems and resources provided in connection with the Services for purposes of monitoring the performance of MediaLab systems and resources as well as your, and your Authorized Users', compliance with this Agreement. You agree that Customer will not, and will ensure that its Authorized Users will not, (a) use the Services for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene, or threatening; or (b) upload, post, reproduce, or distribute any information, software, images, or other material that is protected by copyright or any other intellectual property rights (including rights of publicity and privacy), without written permission of the intellectual property rights holder. You agree that you are solely responsible for any violation of intellectual property rights or applicable law in connection with any material not provided by MediaLab that you or your Authorized Users submit to, or use in connection with, the Services.

Security of Data transmission: You agree to use, and to ensure that your Authorized Users use, browser software that supports Secure Socket Layer protocol (SSL).

Confidentiality: From time to time during the Service Term, either party may disclose or make available to the other party information about its business affairs, products (including without limitation software interfaces, object code, images, text and videos), confidential intellectual property, trade secrets, third-party confidential information, confidential software related materials and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) 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, independent contractors, attorneys and advisors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. In particular, and not by way of limiting the non-disclosure requirements of this paragraph, Customer may not disclose any MediaLab Confidential information on the Internet or any publicly-accessible forum. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required 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, if legally permitted.

Security and Storage of Data: Customer data will be hosted in a professional data center. MediaLab maintains an industry standard information security program, including without limitation the receipt of annual favorable SSAE 16 SOC 2 audit report with respect to any data center in which Customer data is stored. MediaLab maintains a signed HIPAA-compliant Business Associate Agreement with its data center provider.

HIPAA; Maintenance of PHI; Use of MediaLab Services: If MediaLab acts as a "business associate" of Customer in providing the Services, for purposes of the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, Subtitle D of the Health Information Technology for Economic and Clinical Health Act and the regulations promulgated pursuant to the foregoing laws (collectively, "HIPAA"), Customer will in the Order Form opt into MediaLab's HIPAA Business Associate Agreement ("BAA"), available at https://www.medialab.com/business-associate-agreement. Customer acknowledges and agrees to, and will ensure that its Authorized Users comply with, the following: (i) Customer is permitted to input and maintain limited quantities of HIPAA protected health information ("PHI") using MediaLab's IQE (Intelligent Quality Engine) (for purposes of laboratory non-conforming event documentation and management processes) solution and using MediaLab's Compass (using specific patient examples for competency assessment) and Inspection Proof (clinical inspections may involve some PHI) solutions, but Customer will enter into a BAA with MediaLab prior to inputting or maintaining any PHI using IQE, Compass or Inspection Proof; (ii) all other products, services, modules and solutions provided by MediaLab are not intended for maintenance of any PHI, and Customer will not input or maintain any PHI using any MediaLab product, service, module or solution other than IQE, Compass and Inspection Proof; and (iii) Customer agrees not to use any MediaLab product, service, module or solution in any manner other than as expressly contemplated in this Agreement and any product or service-specific documentation provided to Customer by MediaLab (e.g., no MediaLab product, service, module or solution is intended to be used as or in a manner similar to an electronic or personal health or medical record).

MediaLab's Proprietary Rights; Use Restrictions: Customer acknowledges that our Services contain proprietary copyrighted software code and proprietary interfaces. Customer acknowledges that, as between Customer and MediaLab, MediaLab owns all right, title, and interest, including all intellectual property rights, in and to the MediaLab IP. "MediaLab IP" means the Services and any and all intellectual property and proprietary materials provided to Customer or any Authorized User in connection with the Services. For the avoidance of doubt, MediaLab IP includes Aggregated Statistics and any information, data, or other content derived from MediaLab's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized Users' use of the Services, and shall cause Authorized Users to comply with such provisions.

Customer shall not use, and shall not permit its Authorized Users to use, the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, and shall not permit any Authorized Users to, directly or indirectly: (i) copy, modify, or create derivative works of the MediaLab IP or MediaLab Confidential Information, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the MediaLab IP or MediaLab Confidential Information; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the MediaLab IP or MediaLab Confidential Information, in whole or in part; (iv) bypass or breach any security device or protection used by the MediaLab IP or MediaLab Confidential Information or access the MediaLab IP or MediaLab Confidential Information other than by an Authorized User through the use of his or her own then valid access credentials; (v) input, upload, transmit or otherwise provide to or through the Services any information or materials that are unlawful or injurious or contain, transmit or activate any Harmful Code; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the MediaLab IP, MediaLab Confidential Information or MediaLab's provision of Services to any third party, in whole or in part; (vii) remove, delete, alter or obscure any intellectual property or proprietary rights notices, specifications, documentation, warranties or disclaimers from the MediaLab IP or MediaLab Confidential Information; (viii) access or use the MediaLab IP or MediaLab Confidential Information 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; (ix) access or use the MediaLab IP or MediaLab Confidential Information for purposes of competitive analysis of the MediaLab IP or MediaLab Confidential Information, the development, provision or use of a competing software service or product or any other purpose that is to the MediaLab's detriment or commercial disadvantage; or (x) perform, run or disclose any security, benchmark or performance testing of the Services or associated infrastructure including without limitation network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, code scanning, use of automated scripts or any other test or procedure not authorized by MediaLab. "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other harmful computer code, the purpose or effect of which is to (i) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system, or network; or (b) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (ii) prevent Customer or any Authorized User from accessing or using the MediaLab IP or MediaLab Confidential Information as intended by this Agreement.

MediaLab reserves all rights not expressly granted to Customer 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 Customer or any third party any intellectual property rights or other right, title, or interest in or to the MediaLab IP or MediaLab Confidential Information.

Customer Data; Aggregated Statistics: MediaLab acknowledges that, as between MediaLab and Customer, and with the exception of the Aggregated Statistics, Customer owns all right, title, and interest, including all intellectual property rights, in and to the information, data, and other content, in any form or medium, that is owned by Customer and inputted or submitted into the Services by Customer or an Authorized User of Customer ("Customer Data"). Customer hereby grants to MediaLab a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for MediaLab to provide the Services to Customer.

Notwithstanding anything to the contrary in this Agreement, MediaLab may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services that is used by MediaLab in an aggregate and anonymized manner, including without limitation to compile statistical and performance information related to the Services ("Aggregated Statistics"). As between MediaLab and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by MediaLab. Customer acknowledges that MediaLab may compile Aggregated Statistics based on Customer Data input into the Services.

Use or Access to Sandbox Environment: MediaLab may, in its sole and absolute discretion, grant Customer and a limited, prescribed number of its Authorized Users access to MediaLab's non-production information technology environment known as the "Sandbox" for purposes of experimentation with application workflows, configuration, set-up changes and feature previews outside of the Customer production environment. Customer acknowledges and agrees that (i) the Sandbox is not intended for computer system or software validation; (ii) that the code and functionalities within the Sandbox may not match those within MediaLab's other Services intended for a live, production environment; and (iii) agrees that no Customer data may ever be moved between the Sandbox and Customer's production environment. Customer acknowledges and agrees that Customer's and its Authorized Users' access to and use of the Sandbox shall be deemed a part of the Services for all purposes under this Agreement except as otherwise expressly stated in this Agreement. MediaLab may terminate Customer's and its Authorized Users' access to and use of the Sandbox at any time and for any or no reason upon written notice to Customer.

Backup Feature: MediaLab provides a feature whereby Customer may create a full backup of Customer Data. Use of this MediaLab backup feature by Customer is limited to once per month. For Customers who use the Backup feature more than once per month, MediaLab may charge the fee outlined in an Order Form.

Limited Warranty and Warranty Disclaimer: Subject to the "Limitation of Liability" paragraph set forth below, MediaLab warrants to Customer that the Services (excluding the Sandbox) will be consistent with applicable accreditation, certification, and professional registration requirements. In the event the Services (excluding the Sandbox) do not conform to the foregoing limited warranty, MediaLab will use reasonable efforts consistent with industry standards to remedy such defect, provided that Customer promptly notifies MediaLab of the same. The foregoing shall be MediaLab's sole obligation and Customer's sole remedy for any breach of the foregoing limited warranty. MEDIALAB MAKES NO WARRANTY AS TO RESULTS TO BE ATTAINED BY USING THE SERVICES.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE FOREGOING PARAGRAPH, THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS AND MEDIALAB HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MEDIALAB 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.

Limitation of Liability: IN NO EVENT WILL MEDIALAB 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 DATA; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MEDIALAB WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MEDIALAB'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 THREE TIMES (3X) THE TOTAL FEES PAID BY CUSTOMER TO MEDIALAB FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Services Availability: MediaLab monitors its servers 24/7/365 for critical issues using several internal and external monitoring tools. We guarantee a 99.5% uptime (no more than 3.6 hours of downtime per month) from 7am to 11pm Eastern Time Monday through Friday, and 99% uptime (no more than 7.2 hours of downtime per month), from 11pm to 7am Eastern Time Monday through Friday and all day Saturday and Sunday, as measured from the first day to the last day of each calendar month, provided that such uptime guarantee does not apply to the Sandbox. Notwithstanding the foregoing, MediaLab is not responsible should Services become unavailable due to factors outside of MediaLab's control, including without limitation Customer's Internet connectivity, hardware or third party issues which may affect availability.

MediaLab may, directly or indirectly, and by use of any lawful means, suspend or otherwise deny Customer's, any Authorized User's, or any other person's access to or use of all or any part of the MediaLab IP or MediaLab Confidential Information if: (i) MediaLab receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires MediaLab to do so or MediaLab's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (ii) MediaLab believes, in its good faith discretion, that: (a) Customer's or any Authorized User's use of, access to or acts or omissions with respect to the MediaLab IP disrupt, or pose or contribute to a material threat or security risk to, the MediaLab IP or to any other customer or vendor of MediaLab; (b) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement (following written notice to Customer and three (3) business days to cure); or (c) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services (following written notice to Customer); (iii) in accordance with the "Fees" paragraph or (iv) if this Agreement expires or is terminated (in which case access/use shall be terminated). Except where otherwise expressly stated above, Medialab will provide written notice of any access suspension or denial to Customer promptly after the applicable suspension or denial. MediaLab will reestablish any temporarily suspended account or access after the issue causing the suspension has been resolved to its reasonable satisfaction. Customer agrees to notify MediaLab promptly upon learning of any use of or access to MediaLab IP beyond the scope of or for a purpose not authorized under this Agreement as well as any security issue related to the MediaLab IP. This section does not limit any of MediaLab's other rights or remedies, whether at law, in equity, or under this Agreement.

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 pay Fees), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemics, epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

Termination: This Agreement may be terminated at any time: (a) by MediaLab, effective on written notice to Customer, if Customer fails to pay any amount when due under this Agreement, where such failure continues more than thirty (30) days after the payment is due; or (b) by either party, effective on written notice to the other party, if the other party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

Upon the expiration or termination of this Agreement: (a) MediaLab shall refund to Customer the pro-rated portion of any pre-paid and unearned Fees, as determined and calculated by MediaLab in its sole and absolute discretion; and (b) all rights and/or authorizations granted to Customer hereunder will immediately terminate and Customer will immediately cease all use of and other activities with respect to the Services.

Notices: Except as otherwise expressly stated in this Agreement, all notices required under or regarding this Agreement will be in writing and delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid) or sent by courier (confirmed by receipt, with all fees pre-paid) addressed to MediaLab at the address set forth below or to Customer at its notice address set forth in the Order Form.

If to MediaLab:
MediaLab Solutions, LLC
1745 North Brown Rd
Suite 300
Lawrenceville, GA 30043

Survival: The provisions set forth in the following paragraphs, and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Fees, Confidentiality, MediaLab's Proprietary Rights; Use Restrictions, Customer Data; Aggregated Statistics, Use or Access to Sandbox Environment, Limited Warranty and Warranty Disclaimer, Limitation of Liability, Termination, Notices, Survival, Independent Contractor Status, Entire Agreement, Amendment and Modification, Waiver, Severability, Governing Law; Submission to Jurisdiction and Assignment.

Independent Contractor Status: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Entire Agreement: This Agreement, together with any other documents incorporated herein by reference, and all related exhibits, schedules and Order Forms, 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. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of a conflict between the terms of this Agreement and the terms of any Order Form(s), the terms of the Order Form(s) shall govern.

Amendment and Modification; Acceptance of Order Forms; Waiver: No amendment to or modification of this Agreement is effective unless it is in writing and accepted or signed by an authorized representative of each party, unless otherwise expressly stated in this Agreement or any Order Form. Notwithstanding anything to the contrary in this Agreement (a) this Agreement may be modified by MediaLab (such modified Agreement will be effective when implemented by MediaLab and made available at the Uniform Resource Locator (web address) reflected in the Order Form(s), with the latest revision date reflected herein), and (b) all references in this Agreement to Order Forms, which are incorporated into this Agreement by reference and governed by this Agreement, shall mean the Order Forms as amended by (and which shall be amended by) any updated, additional and/or renewal Order Forms offered by MediaLab and accepted by Customer. Payment of the applicable Fees set forth in an Order Form by Customer, execution of any Order Form by Customer or access to and use of the services set forth in such Order Form by Customer, shall be deemed acceptance by Customer of such Order Form, and signatures shall not be necessary, whether or not a signature line is included in such Order Form. Except to the extent expressly modified by an Order Form or other amendment or modification, this Agreement shall remain in full force and effect pursuant to its terms. In the event of a conflict between the terms of any Order Forms, the Order Form offered and accepted later in time shall govern. 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, (a) 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 (b) 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.

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 their original intent 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.

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 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.

Assignment: Customer may not assign 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 MediaLab. Any purported assignment or delegation in violation of this paragraph will be null and void. No assignment 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 (for purposes of clarification, including any applicable Affiliates of Customer pursuant to the first paragraph of this Agreement) and their respective permitted successors and assigns.

Agreement Last Modified: December 2023