CRAIT PROFESSIONAL PACKAGE ANNUAL SUBSCRIPTION SERVICE AGREEMENT

This Subscription Service Agreement is entered into by and between Creaitiv Inc. (“Crait '') and the customer identified in an Order Form (''Customer”) on the Customer’s account on Crait’s platform. The parties are bound by this Agreement as of the Effective Date when the Order From is executed between the parties. As used herein, references to the “Agreement” means this Subscription Service Agreement, all Order Forms hereunder, subsequent amendments, and such other attachments and exhibits that are mutually executed by the parties’ authorized representatives.

1. DEFINITIONS

1.1 “Affiliate” means, with respect to a party, any entity that, directly or indirectly through one or more intermediaries, is controlled by, or is under common control with, such party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such an entity.

1.2 “Customer Material” means any data, fonts, images, templates, information, content, or material uploaded and submitted to the Platform by the Customer in the course of using the Service.

1.3 “Design” means any design output created by the Customer on the Service.

1.4 “Login” means a unique username and password created by the Customer for purposes of accessing the Platform.

1.5 “Order Form” means Crait’s standard order form available on the Customer’s account on the Platform specifies the Customer’s details such as full name, address, and billing information provided by the Customer. For the avoidance of any doubt, any information on that account given by the Customer shall be deemed an Order Form.

1.6. “Platform” means Crait’s website as well as any other media form, mobile application, web application, media channel, mobile website, linked, or otherwise connected thereto offering the Service.

1.7 “Service” means the software-as-a-service subscribed to by Customer which allows Customer to create unique and most targeting marketing visuals including any updates thereto, as may be available online, via mobile application, or other forms provided by Crait.

1.8 “Subscription Fee” means the recurring fee paid for access to the Service on a yearly basis. The Subscription Fee is 529.00 USD (five hundred twenty-nine US Dollars) per year. 

1.9 “Subscription Term” means the duration for which Customer has subscribed to the Service and every renewal period collectively. 

1.10 “Usage Credit” means the total number of Design Customers can create on the Platform for a monthly period. The Usage Credit in this Agreement is limited to 1.500 (a thousand and five hundred).

2. USING THE SERVICE

2.1 Provision of Service. Subject to the terms and conditions of this Agreement, Crait will provide Customer with access to and use of the Platform for the duration of the Subscription Term. Crait may, at its sole discretion, modify, remove, add, or enhance features of the Service and the Platform from time to time, provided however, Crait will not materially decrease the overall functionality of the Service during the Subscription Term.

2.2. Software Subscription License Grant. Subject to the terms and conditions of this Agreement, Crait hereby grants to Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right and license (“Subscription License”) to access and use Crait’s marketing visual creating software which uses specialized artificial intelligence (whether deployed on a software-as-a-service (“SaaS”) basis through APIs or using other integration models which may be agreed upon by the Parties from time to time) (collectively, the “Software”) for internal business purposes limited to the Usage Credit.

2.3 Logins. Each individual accessing the Service must have a unique Login. The customer is solely responsible for protecting the Login information. 

2.4 Use Restrictions. Customer shall not itself or through any employee, contractor, agent, or other third party;

a) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service and/or the Platform to any third party other than Users; 

b) copy or replicate the Software onto any public or distributed network, except for an internal and secure cloud computing environment;

c) cause or permit the decompiling, disassembly, or reverse engineering of any portion of the Software, or attempt to discover any source code or underlying algorithms or other operational mechanisms of the Software (except where such restriction is expressly prohibited by law without the possibility of waiver, and then only upon prior written notice to Crait);

d) modify, adapt, translate, or create derivative works based on all or any part of the Software;

e) modify any proprietary rights notices that appear in the Software or components thereof;

f) access the Service for purposes of performance benchmarking and publish any result of it; 

g) use any Software in violation of any applicable laws or regulations (including any export laws, restrictions, national security controls, and regulations) or outside of the license scope;

h) use the Software to (i) store, download, or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware, or (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity, (iii) interfere with or disrupt the integrity or performance of third party systems, or the Software or data contained therein, or (iv) attempt to gain unauthorized access to the Software or Crait’s systems or networks, or (v) perform, or engage any third party to perform, authenticated or unauthenticated penetration testing, vulnerability assessments or other security assessments on the SaaS deployment of the Software;

i) export or re-export, directly or indirectly, any Software or technical data or any copy, portions or direct product thereof (i) in violation of any applicable laws and regulations, (ii) to any country for which the United States or any other government, or any agency thereof, at the time of export requires an export license or other governmental approval, including Cuba, Libya, North Korea, Iran, Iraq, or Rwanda or any other Group D:1 or E:2 country (or to a national or resident thereof) specified in the then-current Supplement No. 1 to part 740 of the U.S. Export Administration Regulations (or any successor supplement or regulations, without first obtaining such license or approval) or (iii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders;

(j) use the Service to store or transmit a virus or malicious code.

2.5 Acceptable Use Policy. Customer’s use of the Service, Customer Materials, and Customer’s Designs must comply with Crait’s Terms of Use Policy (available here). Crait reserves the right to (but is not obligated to) remove from the Service any Customer Material or Design at any time that, in Crait’s sole opinion, is in violation of Crait’s Terms of Use Policy, this Agreement, or any applicable law or regulation. Where legally permissible, Crait will make reasonable efforts to provide Customer with notice upon removal of any such Customer Material.

2.6. Usage Credit. The customer shall have a certain number of Designs that the Customer can use during each month specified in Section 1.10 above. The number of Usage Credit per month is valid for one (1) month only and it shall be renewed every same calendar day of the month until the last month of the Subscription Term. Unused Usage Credits shall not roll over to the next month, and no repayment will be done for the unused amount. In the event that all Usage Credit was used within the month, Usage Credit shall not be renewed until the next renewal date and Customer accepts and declares that Customer may not use the Platform to create new Designs until then.

2.7 Customer’s Obligations. 

2.7.1. Customer is responsible for providing all hardware, software, networking, and communications capabilities necessary for Customer’s access to the Service. 

2.7.4. Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Material and the means by which it acquired Customer Material and the contents thereof.

2.7.5. Customer represents and warrants that it has provided all legally required disclosures and obtained all legally required consents from individuals before adding such individuals to a Team.

2.7.6. The Customer further undertakes and warrants the following:

a) while performing its obligations and during the term of this Agreement, to act in accordance with all laws and regulations applicable to the Agreement,

b) to comply with applicable any applicable anti-corruption laws,

c) not to engage in any activity or omission that may cause the Service Provider to violate any applicable anti-corruption laws;

d) not to give, promise, receive, or demand any Illicit Payment directly or indirectly to any Government Authority official or their Close Family Members or political parties. For the purposes of this article, “Illicit Payment” shall mean any direct or indirect bribing, offering, paying, promising, authorizing the giving of, or otherwise acting to promote or further a bribe, gift, loan, fee, consideration, reward or advantage of any kind or anything of value to a Governmental Authority or political party for their benefit or the benefit of another, as an inducement to obtain or retain actual or proposed business, to secure any improper influence, or to secure any improper advantage or forbearance, or as a reward for such conduct;

e) to comply with, including but not limited to, all the laws and regulations with regard to the laws, regulations, embargoes, decisions, measures or restrictive measures (“Economic Sanctions”) or trade restrictions (“Trade Restrictions”) about trade and financial sanctions in particular regulated and/or implemented by the Republic of Turkey and the United Nations, United Kingdom, European Union, United States of America and other relevant countries and international bodies and organizations;

f) to comply with Economic Sanctions and/or Trade Restrictions;

g) not to take any deliberate action that may cause the Crait to violate Economic Sanctions and Trade Restrictions;

h) to immediately notify the Crait in writing about any investigation/violation that has occurred or is likely to occur, and/or the concrete status changes occurring in the following matters:

(i) status changes related to Economic Sanctions, e.g., being added to the list of Economic Sanctions/Trade Restrictions in any of the relevant country/body/ organizations; and

(ii) status changes regarding Trade Restrictions, e.g., loss of license/authorizations under Economic Sanctions or Trade Restrictions.

3. SECURITY AND DATA PRIVACY

3.1 Information Security. Crait shall maintain industry-standard or better technical and organizational measures to maintain the security of the Service and Customer Material in Crait’s possession.

Crait has implemented and maintains security measures to keep Customer’s information and designs.

3.2 Data Privacy. Crait’s Privacy Policy describes how Crait collects, uses, transfers, discloses, and stores your personal data. Crait’s Privacy Policy may be updated from time to time, but no such change will result in a material reduction in the level of protection provided for Customer Material. 

4. CONTENT AND DESIGNS.

4.1 Designs. Crait is obliged only to deliver marketing visuals in accordance with the prompts entered by the Customer in Crait’s specialized artificial intelligence software subject to the Agreement, regardless of the Company's taste. To be clear, in case the Customer is not satisfied with the visual result from the prompt entered by the Customer this shall not be Crait’s responsibility and the design shall be deducted from the Usage Credits contained in the packages for which the Customer prepaid for the month.

4.2 Customer Material. Customer represents and warrants to Crait that Customer owns all rights, title, and interest in and to the Customer Materials or that Customer has otherwise secured all necessary rights in Customer Material as may be necessary to permit the access, use, and distribution thereof as contemplated by this Agreement. As between Crait and Customer, Customer owns all rights, title, and interest in and to Customer Material. Customer hereby grants Crait, for the duration of the Subscription Term, a royalty-free license to display, host, copy, and use Customer Material solely to the extent necessary to provide the Service to Customer.

When the Customer uploads content to the Platform, the Customer is guaranteeing that he/she has the rights to it. Crait never obtains any ownership over Customer’s content but does need Customer to give to Crait certain rights to store it and have it ready for Customer to use in designs.

7. INTELLECTUAL PROPERTY.

7.1. Crait’s Intellectual Property. Crait owns and has good and exclusive title to the specialized Software that uses artificial intelligence herein and shall retain all proprietary rights, including all copyright, patent, trade secret, trademark, and all other intellectual property rights, in and to the Software (and all derivatives, improvements or enhancements thereto). Customer acknowledges that the rights granted under this Agreement do not provide Customer with title to or ownership of the Software, in whole or in part. 

7.2. Intellectual Property of the Designs. The Customer shall have all the intellectual property rights (whether or not copyrightable) on the Designs created via the Software using the artificial intelligence by the Customer and/or User. Crait does not guarantee that the Designs created using the Platform will not violate any intellectual or moral rights of a third party due to the outputs being the results of Customer and/or User’s prompts and/or uploads to the Platform. It is the Customer’s responsibility to check and be sure that the outputs do not violate any third party’s right before use.

8. BILLING

8.1 Subscription Fees. The Customer will be invoiced for the amount of the Subscription Fee described set forth in Clause 1.8. annually. Unless explicitly stated otherwise, all fees and all references to “dollars”, “USD” or “$” are to United States Dollars.

8.2 Payment. Subscription Fees are invoiced on a yearly basis in advance. All invoices will be due and payable within ten (10) days of the invoice date. Except as otherwise provided for in this Agreement, all fees are non-refundable. Crait can decide to collect the payments via credit card or may use a third-party payment service such as Stripe. Either way, the Customer is obligated to keep track of the payment dues and pay the amount on time. 

8.3. Failing of Payment. Any fees remaining unpaid for more than fifteen (15) days past their due date shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law. Crait has the right, at its discretion and in addition to other remedies, to suspend access to the Service or not to renew the Subscription Term for another year if any invoice remains unpaid for more than 20 days after its due date. Crait will provide Customer with notice whether via e-mail or notification on the Customer’s page on the Platform at least five (5) days in advance of any such suspension.

8.3 Taxes. The fees do not include sales, use, value-added, or other similar taxes or duties, and any such taxes shall be assumed and paid by the Customer except those taxes based on the net income of Crait. Crait will invoice the Customer for any applicable tax.

9. WARRANTIES AND DISCLAIMER

9.1.Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof.

9.2.Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED "AS IS" AND CRAIT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CRAIT EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE SOFTWARE, DOCUMENTATION, MAINTENANCE OR SUPPORT CRAIT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR CUSTOMER MATERIAL. Crait makes reasonable efforts to ensure the Service is free of viruses or other harmful components, but cannot guarantee that the Service will be free from unknown viruses or harmful components. Crait cannot guarantee that the Service will not incur delays, interruptions, or other errors that are outside of Crait’s reasonable control and are inherent with the use of the internet and electronic communications.

10. CONFIDENTIALITY

10.1 Scope And Restrictions. “Confidential Information” means all information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure. The terms of this Agreement, the Software, any technical or other documentation relating to the Software, logins, passwords and other access codes, and any and all information regarding Crait’s business, products and services are the Confidential Information of Crait. The Receiving Party will: (i) not use the Disclosing Party’s Confidential Information for any purpose outside of this Agreement; (ii) not disclose such Confidential Information to any person or entity, other than its affiliates, employees, consultants, agents, and professional advisers who have a “need to know” for the Receiving Party to exercise its rights or perform its obligations hereunder, provided that such employees, consultants, and agents are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms of this Clause 10; and (iii) use reasonable measures to protect the confidentiality of such Confidential Information. If the Receiving Party is required by applicable law or court order to make any disclosure of such Confidential Information, it will first give written notice of such requirement to the Disclosing Party, and, to the extent within its control, permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in its Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Further, this Clause 10 will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt without any restriction on its disclosure; (ii) is or has become public knowledge or publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.

10.2 Equitable Relief. The Receiving Party acknowledges that unauthorized disclosure of the Disclosing Party’s Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity.

11. INDEMNIFICATION

11.1 By Crait. Crait agrees to defend, at its expense, Customer against (or, at Crait’s sole option, settle), any third-party claim to the extent such claim alleges that the Software infringes or misappropriate any patent, copyright, trademark or trade secret of a third party, and Crait shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any such claim. In the event that the use of the Software is, or in Crait’s sole opinion is likely to become, subject to such a claim, Crait, at its option and expense, may (a) replace the applicable Software with functionally equivalent non-infringing technology, (b) obtain a license for Customer’s continued use of the applicable Software, or (c) terminate the applicable Subscription License and provide a pro-rata refund of the Subscription Fees under the this Agreement that have been paid in advance for the remainder of the Subscription Term (beginning on the date of termination). 

The foregoing indemnification obligation of Crait will not apply: (1) if the Software is or has been modified by Customer or its agent; (2) if the Software is combined with other non-Crait products, applications, or processes, but solely to the extent the alleged infringement is caused by such combination; or (3) to any unauthorized use of the Software, or (4) Customer Materials, or (5) the Designs created by the Customer’s prompts and/or contribution. The foregoing shall be Customer’s sole remedy with respect to any claim of infringement of third party intellectual property rights.

11.2 By Customer. Customer shall defend Crait and its Affiliates (and Crait and its Affiliates' employees, officers, and directors) (collectively, "Crait Indemnified Parties") from and against any claim, demand, or action brought by a third party (including without limitation any User) against Crait and indemnify and hold Crait harmless from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement to the extent arising from: (i) use of the Service by Customer or any User in a manner that breaches Section 2.4, 2.5 and/or 2.7 (Use Restrictions, Acceptable Use and/or Customer’s Obligations) of this Agreement; and (ii) any allegation that Customer Material infringes any patent, copyright, trade secret or personal data of a third party; and (iii) Customer’s gross negligence or willful misconduct.

11.3 Rights in the Event of Enjoinment. If Customer’s use of the Service is, or in Crait’s opinion is likely to be, enjoined, Crait may, at its sole option and expense: 

(i) procure for Customer the right to continue using the same under the terms of this Agreement; 

(ii) replace or modify the Service so that it is non-infringing; or 

(iii) if options (i) and (ii) above cannot be accomplished despite Crait’s reasonable efforts, Crait may terminate this Agreement and Customer’s rights to the Service and refund a prorated portion of any pre-paid Subscription Fees for the period beginning on the effective date of termination through the end of the then-current Subscription Term.

11.4 Procedure. If one party (the “Indemnitee”) receives any notice of a claim or other allegation with respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, the Indemnitee will, within fifteen (15) days of receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee shall not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitor may not settle any claim that admits liability or fault on behalf of the Indemnitee or that imposes financial liability on the Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor.

12. LIMITATION OF LIABILITY

12.1 IN NO EVENT SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO CRAIT HEREUNDER DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.4 (“USE RESTRICTIONS”) OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.

12.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSSES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.4 (“USE RESTRICTIONS”) OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.

13. TERM AND TERMINATION

13.1 Agreement Term. The term of this Agreement shall commence on the date the Customer accepts this agreement and subscribes to the Platform and shall continue in full force and effect until the expiration or termination of all initial and renewal subscription terms unless otherwise terminated earlier as provided hereunder.

13.2 Subscription Term. The initial Subscription Term shall be twelve (12) months starting from the date the Customer signs in to the Platform under this Agreement and ends the same calendar day of the next year. Upon the expiration of the initial Subscription Term, the Subscription Term will automatically renew for successive one (1) month terms, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Crait will provide notice of an upcoming renewal and any applicable increase to pricing forty-five (45) days or more prior to the end of the then-current Subscription Term. The initial Subscription Term and any Renewal Term are collectively the "Subscription Term."

13.3 Termination for Cause. Either party may terminate the Agreement immediately upon written notice via email (i) in the event the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach within thirty (30) days of being notified in writing of such breach; (iii) the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.

13.4 Effect of Termination for Cause. In the event of termination by the Customer for any reason, Crait shall be entitled to claim payment for unpaid and accrued Fees up and until the termination date, on a pro-rata basis. In the event of termination of this Agreement due to a default by Crait, Crait shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of the then-current Subscription Term.

13.5 Survival. Sections titled “Definitions”, “Term and Termination”, “Fees”, “Intellectual Property,”, “Limitation of Liability,” “Indemnification,” “Confidential Information”, and “Miscellaneous” inclusive, shall survive any termination of this Agreement.

14. MISCELLANEOUS

14.1 Compliance with Applicable Law. Each party agrees to abide by all applicable local, state, national, and foreign laws, treaties, and regulations, in connection with i) in the case of Customer, Customer’s use of the Service; and ii) in the case of Crait, Crait’s provision of the Service.

14.2 Governing Law and Jurisdiction. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of Delaware, USA. 

14.2.1. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement whether in contract, tort, or equity, such suit or proceeding shall be brought in the state or federal courts located in New Castle County, Delaware, and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts. 

14.2.2. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF.

14.3 Relationship between Parties. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.

14.5 Equitable Relief. Both parties agree that a material breach of the confidentiality provisions of this Agreement or restrictions set forth herein may cause irreparable injury to the other party for which monetary damages alone would not be an adequate remedy, and therefore the party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.

14.6 Publicity. The customer permits Crait to use Customer’s name and logo to identify Customer as a customer on Crait’s website and in its marketing materials in accordance with any trademark guidelines or instructions provided by Customer. The customer permits Crait to issue a press release announcing Customer as a customer, provided Crait obtains Customer’s approval of the text of any such press release prior to publication. Following an agreed-upon press release, Crait may use the content of the press release on Crait’s website and in marketing materials.

14.7 Force Majeure. Neither party shall be deemed to have breached any provision of the Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are beyond such party’s reasonable control. This Section does not excuse Customer’s payment of fees due under this Agreement provided that Crait continues to provide the Service as set forth in the Agreement.

14.8 Assignment. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may transfer and/or assign this Agreement, without the other party’s consent, to any successor by way of a merger, acquisition, or change of control. For the purposes of this Agreement, “change of control” means consolidation or any sale of all or substantially all of the assignee’s assets or any other transaction in which more than 50% of its voting securities are transferred.

14.9 Headings and Explanations. Headings in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of the Agreement or any portion thereof.

14.10 Severability. If a particular provision of this Agreement is found to be invalid or unenforceable, it shall not affect its other provisions and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

14.11 Waiver. The failure of either party to enforce at any time the provisions of the Agreement, the failure to require at any time performance by the other party of any of the provisions of the Agreement, or the express waiver by either party of any provision, condition or requirement of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.

14.12 Notices. All legal notices required or permitted under the Agreement will be in writing and delivered by courier or overnight delivery service, certified mail, or electronic mail and in each instance will be deemed given upon receipt. All notices to Customer will be sent to the physical address and/or email addresses set forth in the Order Form. All notices to Crait shall be sent to the applicable notice address, Delaware 651 N Broad St, Suite 201, Middletown, 19709, New Castle, USA. 

14.13 Entire Agreement. This Agreement and the associated Order Form(s) constitute the entire agreement of the parties with respect to the subject matter contemplated herein, and supersedes any prior representations, agreements, negotiations, or understandings between the parties, whether written or oral, with respect to the subject matter hereof. 

14.14. Modifications. Crait may, at its sole discretion modify or change the provisions of this Agreement only for the renewal term provided that the modifications and the modified version of the Agreement are notified to the Customer at least ten (10) days before the renewal date. In this case, the Customer has the right not to renew the Subscription Term for the following years.