CareSafely Terms of Service

Effective as of August 08, 2020.

PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE CARESAFELY SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH CARESAFELY, INC. (“CARESAFELY”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT CLICK THE “I AGREE TO THE TERMS & CONDITIONS” BUTTON AND DO NOT USE THE CARESAFELY SERVICES.

In this Agreement, “you,” “your” and “Customer” will refer to you. If you are registering for a CareSafely account or using the CareSafely Services on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to CareSafely that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Customer” will refer to that entity or organization).

1. Definitions

1.1 The following terms, when used in this Agreement will have the following meanings:

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“CareSafely Services” means the software platform and content (including assessments, audits, courses, guides, action plans) and any other services and functions provided by CareSafely to you (including CareSafely APIs, documentation and technical support in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by CareSafely.

2. Changes

2.1 Terms Changes. CareSafely may revise these Terms from time to time. If CareSafely does revise these Terms, the revised Terms will supersede prior versions. CareSafely will provide you advance notice of any material revisions. This notice will be provided via the account portal and/or via an email to the email address CareSafely has on file. For other revisions, CareSafely will update the effective date of these Terms at the top of the page. CareSafely encourages you to check the effective date of these Terms whenever you visit CareSafely’s website or account portal. Your continued access or use of the CareSafely Services constitutes your acceptance of any revisions.

2.2 CareSafely Services. You acknowledge that CareSafely may change any CareSafely Services or feature of the CareSafely Services from time to time.

3. CareSafely Services

3.1 Provision of Services. Subject to the terms and conditions of this Agreement, CareSafely will use commercially reasonable efforts to make the CareSafely Services available to you pursuant to this Agreement, and hereby grants you a non-exclusive right to access and use the CareSafely Services.

3.2 Restrictions. The rights granted herein are subject to the following restrictions (the “License Restrictions”):

  1. You will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the CareSafely Services;
  2. You will not transfer, distribute, resell, lease, license, or assign CareSafely Services or otherwise offer the CareSafely Services on a standalone basis;
  3. You will not (nor will it permit any third party to) use CareSafely Services in any manner that violates this Agreement;
  4. You will not otherwise use the CareSafely Services outside the scope expressly permitted hereunder;
  5. You will ensure that you and your users do not use temporary email addresses or share user accounts among multiple individuals, and you will permit CareSafely to terminate the accounts of any users that violate this Agreement.

3.3 Account Registration; Other Customer Responsibilities.

  1. To use the CareSafely Services, you will be asked to create an account. As part of the account creation process, you will be asked to provide your email address and create a password. When registering an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current and complete after you create your account.
  2. You will (i) be responsible for all use of the CareSafely Services and Documentation under your account (whether or not authorized), (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Application(s), (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the CareSafely Services and notify CareSafely promptly of any such unauthorized access or use and (iv) be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the CareSafely Services. You will be solely responsible for your failure to maintain such equipment and services and CareSafely will have no liability for such failure. With your permission (which may be by email or other reasonable means), CareSafely may log into user accounts in order to debug the CareSafely Services.

4. Fees

4.1 Fees. You agree to pay the subscription fees and other fees set forth in CareSafely’s schedule of fees, as may be updated from time to time, or any other order forms for the CareSafely Services ordered by you and accepted in writing by CareSafely. Except as otherwise mutually agreed upon in writing, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.

4.2 Payment. Subject to certain credit requirements as determined by CareSafely, CareSafely may enable you to pay amounts due under these Terms on credit. If enabled, you will make all of the payments due hereunder within thirty (30) days of the date of the invoice. Subject to the fee dispute resolution procedures below, if you are overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then CareSafely may assess and you must pay a late fee and/or suspend your account until you pay the amount you are overdue plus the late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less.

4.3 Fee Disputes. You must notify CareSafely in writing if you dispute any portion of any fees paid or payable by you under this Agreement. You must provide that written notice to CareSafely within sixty (60) days of the applicable charge and CareSafely will work together with you to resolve the applicable dispute promptly. If you do not provide CareSafely with this written notice of your fee dispute within this 60 day period, you will not be entitled to dispute any fees paid or payable by you.

4.4 Suspension. If your use of the CareSafely Services exceeds the amounts prepaid by you or if you fail to pay any amounts due by you, CareSafely may suspend your account without prior notice to you. CareSafely will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any suspension of your account pursuant to this section.

5. Proprietary Rights and Confidentiality

5.1 Intellectual Property Rights. “Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, domain names and social media names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

5.2 Customer Material; Customer Content; Customer Records. Customer shall own all Customer Content and Customer Materials, and all associated Intellectual Property Rights. “Customer Material(s)” means: (a) software provided by Customer; (b) third party software provided by Customer; (c) Customer Content; (d) Customer Records and (e) Customer’s domain names and trademarks. “Customer Content” means (i) any pre-existing content of Customer provided to CareSafely for use with the CareSafely Products or for CareSafely’s provisioning of Services under this Agreement, and (ii) content created by Customer during the Term of this Agreement that is used in any CareSafely Products. Customer grants to CareSafely and its subcontractors a worldwide, non-exclusive, non-transferable, royalty-free license under its Intellectual Property Rights during the Term of this Agreement to use, reproduce, perform, display, transmit, operate, maintain, alter, transform, modify and prepare derivative works of Customer Materials for the sole purpose of providing Services to Customer in accordance with this Agreement.

5.3 Customizations. To the extent Customer Content is created or used to customize any CareSafely Materials and/or CareSafely Products provided to Customer hereunder (for example, modifications to CareSafely-developed assessments, audits, or training materials), the customized CareSafely Materials and/or customized CareSafely Products are referred to as the “Customizations”. Such Customizations shall be owned by CareSafely, and are hereby licensed back to Customer on an exclusive basis. Customer hereby assigns all right, title and interest to CareSafely of such Customizations, and all Intellectual Property Rights therein and thereto. For clarity, (a) Customer retains ownership of the Customer Content incorporated into any Customizations and does not obtain any ownership to the underlying CareSafely Materials or CareSafely Products whatsoever, and (b) CareSafely retains ownership of the CareSafely Materials and CareSafely Products in any Customizations and does not obtain any ownership to Customer Content whatsoever.

5.4 CareSafely Material; Aggregate Data. CareSafely shall own (a) all art, software, tools, designs, documentation, data and other material, whether or not copyrighted or copyrightable, developed by or for CareSafely as may be necessary to provide the Services and any deliverables hereunder, and (b) any routines, tools, methodologies, processes or technologies created, adapted or used by CareSafely in completing the work together with all associated Intellectual Property Rights (collectively, the “CareSafely Material(s)“). CareSafely shall also own any and all Aggregate Data produced from Customer’s use of the CareSafely Services. For the purposes of this Agreement, “Aggregate Data” means any and all data produced from the Customer’s use of the CareSafely Services or provisioning of the Services for broad groups or categories in which the characteristics of individual persons are no longer identifiable, including but not limited to metadata.

5.5 CareSafely Trademarks. Customer acknowledges that the trademarks, trade names, service marks, trade dress, logos, domain names, social media names and identifying marks under which CareSafely markets the CareSafely Products and Services (the “CareSafely Marks”) are the exclusive property of CareSafely and that no license to such CareSafely Marks is granted to Customer under this Agreement. Customer will not change, modify, alter, obscure or remove any of the CareSafely Marks on the CareSafely Products without the express written consent of CareSafely under a separate written agreement. Customer shall at no time adopt or use without CareSafely’s prior review and express written consent, any new mark or any variation of any CareSafely Marks, or any mark likely to be similar to or confusing with any CareSafely Marks.

5.6 CareSafely Custom Content. “CareSafely Custom Content” means all deliverables and other work product and services resulting from or arising in the course of performance of this Agreement, the CareSafely Custom Content Addendum, and/or other addendum, that is developed or provided specifically for Customer pursuant to a Statement of Work or other addendum, including without limitation assessments, audits, video or audio works, software, literary works, manuals, training materials, documentation and other works of authorship, but excluding any CareSafely Material, Customer Material and Third Party Material (defined below). CareSafely shall own all right, title and interest (including all Intellectual Property Rights) in the CareSafely Custom Content and all legally protectable elements, contributions, collective works thereof or derivative works thereto.

5.7 Non-exclusivity; Third Party Material. Customer acknowledges that CareSafely provides services similar to those provided under this Agreement to third parties and CareSafely may be providing deliverables to third parties that are substantially similar to the deliverables being provided to Customer, but CareSafely shall not use any Customer Material or Customer Confidential Information (as defined below) in performing services for third parties. CareSafely shall not be prevented from using CareSafely Custom Content or providing any services or deliverables to any third party, except as may be provided in this Section 3, provided that CareSafely does not use or incorporate any Customer Materials or Customer Confidential Information in connection with or into such services or deliverables. In performing the Services, CareSafely shall not incorporate into any CareSafely Custom Content any art, software, tools, designs, documentation, data or other material of any third party (“Third Party Material“) unless CareSafely or Customer has all necessary licenses and rights to do so.

5.8 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

6 Warranties and Disclaimers

DISCLAIMER. THE CARESAFELY SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. CARESAFELY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE CARESAFELY SERVICES. WITHOUT LIMITING THE FOREGOING, CARESAFELY DOES NOT WARRANT THAT THE CARESAFELY SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

7 Indemnification

You will defend, indemnify and hold CareSafely and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, governmental investigation or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with the provision of any Customer Application (“Claim”). CareSafely and its affiliates will cooperate as fully as reasonably required in the defense of any Claim, at your expense. CareSafely reserves the right, at your expense, to retain separate counsel for themselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section. You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against CareSafely in connection with any Claim. You will also be liable to CareSafely for any costs and attorneys’ fees CareSafely incurs to successfully establish or enforce CareSafely’s right to indemnification under this Section.

8 Limitation of Liability

8.1 Total Liability. CARESAFELY’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY KIND OF LOSS, DAMAGE OR LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO CARESAFELY HEREUNDER FOR THE CARESAFELY PRODUCTS AND SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

8.2 Exclusion of Damages. EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS AND A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES RENDERED BY CARESAFELY HEREUNDER INCLUDING ACCESS TO THE CARESAFELY PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS OUTSIDE THE CONTROL OF CARESAFELY BUT INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS AND REMOTE COMPUTING SERVICES. CARESAFELY IS NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM SUCH DELAYS, DELIVERY FAILURES OR OTHER SIMILAR PROBLEMS.

8.3 Failure of Essential Purpose. The limitations specified in this section 8 shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

9 Term and Termination

9.1 Term. This Agreement shall commence on the Effective Date and continue in full force and effect, unless earlier terminated in accordance with the express provisions of this Agreement, for the period stipulated in the “Initial Term” and thereafter automatically renew for successive one-year terms (each a “Renewal Term”) without notice unless terminated by written notice by either party at least thirty (30) days before the end of such Initial Term or Renewal Term. The “Initial Term” and each “Renewal Term” together are referred to herein as the “Term”.

9.2 Termination. This Agreement and all licenses granted and Services provided hereunder may be terminated immediately by CareSafely upon notice to Customer if (a) Customer breaches any of the terms and conditions set forth in this Agreement, or (b) Customer breaches any of the restrictions on use or disclosure of any Confidential Information of CareSafely. This Agreement and all licenses granted and Services provided hereunder may otherwise be terminated by CareSafely upon thirty (30) days notice by CareSafely upon (i) any material breach by Customer of this Agreement that remains uncured for a period of thirty (30) days following notice by CareSafely of such material breach of this Agreement; (ii) the insolvency, bankruptcy or receivership of Customer; (iii) any change in control of Customer (whether through transfer of ownership, merger or otherwise); or (iv) the sale or transfer by Customer of all or a substantial part of Customer’s assets. In addition, this Agreement may be terminated by Customer upon thirty (30) days notice by Customer upon any material breach by CareSafely of this Agreement that remains uncured for a period of thirty (30) days following notice by Customer of such material breach of this Agreement.

9.3 Effect of Termination. Except as expressly set forth in Section 9.4 below, all rights granted to Customer hereunder shall immediately terminate upon any termination of this Agreement. Upon termination by either party, Customer will within ten (10) business days: (a) pay to CareSafely any and all unpaid amounts due under this Agreement; (b) return or destroy, at CareSafely’s direction, any and all CareSafely Products, CareSafely Materials, Customizations and CareSafely Custom Content (if any, but excluding any Customer Materials or Third Party Materials) and all copies thereof, relating to the CareSafely Products; and (c) certify in writing to CareSafely that all actions required by the preceding clauses (a) and (b) have been satisfied. Further, upon such termination CareSafely will within ten (10) business days return or destroy, at Customer’s direction, any Customer Materials, Customer Content, and Customer Records and certify in writing to Customer that it has done so. Further, both parties shall either return or destroy any and all Confidential Information of the other party, and all copies thereof, at the direction of the owning party and provide written proof of same upon the owning party’s reasonable request. In the event of liquidation or bankruptcy of CareSafely, the license will remain in full force and effect for the applicable remaining Term of this Agreement with license fees remaining due and payable to CareSafely as debtor-in-possession, or its successor-in-interest.

9.4 Non-Exclusive Remedy. Except as otherwise expressly stated herein, termination of this Agreement by either party will be a nonexclusive remedy and will be without prejudice to any other right or remedy of such party. Except as otherwise expressly stated herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative.

9.5 Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

10 General

10.1 Governing Law. Disputes under this Agreement will be governed by the laws of the State of Texas excluding rules as to choice and conflict of law. Each party consents to the exclusive jurisdiction and venue of the State and Federal Courts for Travis County, Texas; provided, however, that an action for injunctive relief may be filed in a jurisdiction where the actions or party to be enjoined is located. The parties hereby exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods.

10.2 Force Majeure. Except with respect to any payment to be made to CareSafely hereunder, neither party shall be liable for any failure, deficiency or delay in the performance of its obligations under this Agreement due to any force majeure, which shall include but not be limited to any storm, flood, fire, pandemic, aircraft damage, explosion, electrical or communication line failure, disturbance, war or military action, acts of terrorism, Government act or administrative delay, equipment failure or non-delivery, inability to obtain materials or any cause or matter whatsoever not within the reasonable control of such party. In the event of such a force majeure, the affected party shall be entitled to a reasonable extension of time for the performance of its obligations under this Agreement.

10.3 Independent Contractors. The parties are independent contractors. Nothing contained herein or done pursuant to this Agreement shall constitute either party the agent of the other party for any purpose or in any sense whatsoever, or constitute the parties as partners or joint venturers.

10.4 Assignment. Customer will not have the right or ability to assign or transfer (whether by merger, operation of law or otherwise) this Agreement, in whole or in part, including without limitation any obligations or rights under this Agreement without the prior written consent of CareSafely, which consent will not be unreasonably withheld. A change of control of Customer will be deemed an assignment for purposes of this Section. CareSafely may assign or transfer its rights and obligations under this Agreement, without Customer’s consent, to an CareSafely affiliate or in connection with any merger, consolidation, sale of all or substantially all of CareSafely’s assets or equity, reorganization, or any similar transaction (whether by merger, operation of law or otherwise). In the event of any permitted assignment or transfer of this Agreement by a party, (a) the assigning party will provide prompt written notice of such assignment or transfer to the other party, (b) the assignee must agree to bound by the terms and conditions of this Agreement, and (c) the assignee must be capable of performing the obligations of the assigning party under this Agreement. Any assignment or transfer not made in accordance with this Section will be void. Without limiting the foregoing, any permitted assigns or successors hereof shall be bound by all terms and conditions of this Agreement.

10.5 Amendment. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either party unless mutually assented to in writing by both parties.

10.6 No Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

10.7 Severability. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. The parties agree to negotiate in good faith an enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent and economic effect of such provision.

10.8 Notices. All notices, requests, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given: (a) when delivered by hand or confirmed facsimile transmission; (b) one business day after being sent by receipted overnight delivery; or (c) four days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the attention of CFO if to CareSafely, and the designated contact of Customer, if to Customer.

10.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

10.10 Counterparts. This Agreement may be executed in counterparts or duplicate originals, both of which shall be regarded as one and the same instrument, and which shall be the official and governing version in the interpretation of this Agreement. Signatures executing this Agreement may be delivered by facsimile transmission or in an emailed PDF file or by other reliable means.

10.11 Publicity. Neither party will publicize nor disclose to any third party without the consent of the other party the terms of this Agreement, except as may be necessary to comply with other obligations stated in this Agreement. Notwithstanding the foregoing, CareSafely may use Customer’s name and logo/trademark, in connection with the CareSafely website, general lists of Customers, and experience.

10.12 Absence of Third-Party Beneficiary Rights. No provision of this Agreement is intended nor shall be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any third party, affiliate or subsidiary, and all provisions hereto shall be personal solely between the parties hereto.

10.13 Construction. This Agreement will be construed without regard to any presumption or rule requiring construction against the drafting party. Each of the individuals executing this Agreement on behalf of a party individually represents and warrants that he or she has been authorized to do so and has the power to bind the party for whom they are signing.

10.14 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all previous and contemporaneous agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof.