Master License and Services Agreement

1.1. “Affiliate” with respect to a Party means another entity controlled by, controlling, or under common control with such Party, where “control” means the legal, beneficial, or equitable ownership, directly or indirectly, of more than 50% of the aggregate of all voting or similar decision-making interests in such entity. Such other entity is an Affiliate only during the period that such “control” exists.

1.2. “Agreement” means this MLSA, the Data Processing Agreement, the Information Security Terms, the Artificial Intelligence Terms, and the Order Forms (including all exhibits, schedules, and other attachments) considered as a whole, as they may be amended from time to time.

1.3. “Appriss Retail Platform” means the Appriss Retail Performance Optimization Platform hosted by Appriss which is comprised of proprietary algorithms, software, data analytic models, learning engines and other technologies designed to analyze Client Data to improve and optimize your business operations.

1.4. “Appriss Technology” collectively means the Appriss Retail Platform, Modules, the Documentation and all Appriss Retail and its Affiliates’ Intellectual Property Rights therein or associated therewith.

1.5. “Artificial Intelligence” or “AI” means any system that can perform tasks that can, for a given set of objectives, generate outputs such as predictions, recommendations, or decisions influencing real or virtual environments.

1.6. “Authorized User(s)” means those individuals whom Client is permitted to allow to access and use the Appriss Retail Platform and Module(s), as specifically set forth in the applicable Order Form. Client is fully responsible for the acts, omissions, and liabilities of its Authorized Users, and shall ensure each Authorized User complies with this MLSA and the applicable Order Form.

1.7. “Client Data” means the data you provide to Appriss Retail as part of your use of the Appriss Retail Platform and Modules.

1.8. “Consumer” means your consumer customers that are engaging in a purchase, return, or some other transaction with you.

1.9. “Documentation” means any written materials provided to you by Appriss related to a Module, Product, or Service.

1.10. “Data Processing Agreement” or “DPA” shall mean Appriss’ Data Processing Agreement available here: https://apprissretail.com/dpa/

1.11. “Employee” means any Person that is employed by the designated party.

1.12. “Information Security Terms” shall mean Appriss’ Information Security Terms available here: https://apprissretail.com/information-security-terms/

1.13. “Intellectual Property” or “Intellectual Property Rights” collectively means any and all patents, patent registrations, patent applications, data rights, utility models, business processes, trademarks or names, service marks or names, trade secrets, know how, mask works, copyrights, moral rights, and any other form of proprietary protection arising or enforceable under the laws of the United States, any other worldwide jurisdiction, or any bi-lateral or multi-lateral treaty recognizing such rights.

1.14. “Module” means the Company’s software, models, or other technology or analytic platforms, including updates thereto.

1.15. “Order Form” or “Order” means a written order form executed by an authorized representative of each Party for Appriss Products and/or Services.

1.16. “Person” means any individual or legal entity.

1.17. “Product(s)” means the Appriss Retail Platform and the Module(s) made available to Client under an applicable Order Form.

1.18. “Service(s)” means consulting or professional services provided by Appriss including implementation and set-up services, custom reports, analytic consulting, and training as described in an applicable Order Form or SOW.

1.19. “SOW” means a statement of work executed by an authorized representative of each Party for Appriss Services.

2.1. Provision of Products and Services. Appriss will provide the Products and Services purchased by you in an applicable Order or SOW.

2.2. License Grant. You shall only use the Modules and access the Appriss Retail Platform pursuant to the terms and conditions of this MLSA and the applicable Order Form. The Company reserves all rights not expressly granted to Client under this MLSA or the applicable Order Form. No Person other than You and Your Authorized Users, as specifically set forth in the applicable Order Form, may use or access the Appriss Retail Platform or Module(s).

2.3. Restrictions on Use. You and your Affiliates, Employees, agents, contractors, third-party providers, Authorized Users or vendors are prohibited from:

1. accessing or using the Appriss Retail Platform or Module(s) in a manner that violates any applicable law or regulation;
2. decompiling, reverse engineering, disassembling, or otherwise reducing the Appriss Technology to a human perceivable form or permitting any other party to do so;
3. copying, modifying, adapting, translating, renting, leasing, sublicensing, loaning, reselling, distributing, time-sharing, or creating any derivative work of the Appriss Technology;
4. permitting any third party to access the Appriss Retail Platform or Module(s) except as expressly permitted herein;
5. creating derivative works based on the Appriss Technology; copying, framing, or mirroring any part or content of the Appriss Retail Platform or Module(s), other than as specifically authorized by Appriss; or
6. using, providing access to, adapting, copying or otherwise exploiting any Appriss Technology or Confidential Information (including any features, functions or graphics) in any way that would replace or obviate your need for Appriss’ products or services, or directly or indirectly compete with Appriss’ products and services.

2.4. Your Affiliate Rights and Authorized Users. Your Affiliate(s) shall be permitted to access and use the Appriss Retail Platform and Modules subject to the terms of this MLSA and the applicable Order Form, except as specifically limited in the applicable Order Form. You are fully responsible for the actions, omissions, or liabilities of your Affiliates or Authorized Users. You shall ensure that each of your Affiliate(s) accessing or using the Appriss Retail Platform and Modules as authorized herein, or in an applicable Order Form, agrees to be subject to the terms and conditions of this Agreement and the Order Form. You shall immediately notify Appriss of any violation of the terms of this Agreement by an Authorized User or Affiliate(s).

2.5. Platform Use Case Restrictions. You acknowledge that Appriss Products and Services are non-FCRA services and are not “consumer reports” within the meaning of the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. Sec.1681b. You are strictly prohibited from using information retrieved from the Appriss Retail Platform or Modules in any manner that would cause them to be characterized as “consumer reports,” including eligibility determinations regarding consumers for credit, insurance, employment, or any other “permissible purpose” as defined by Section 604 of the FCRA. Appriss may audit your compliance with this provision.

2.6. Compliance with Law. Appriss’ provision and your use of the products and services shall be in compliance with applicable law.

3.1. Your Representations. By providing Appriss with your data, you represent and warrant that you have provided and will continue to provide all requisite consumer notices and consents that are required for your provision of data to Appriss for all authorized uses herein and that such uses will not infringe or violate any intellectual property, publicity, privacy, confidentiality, or contractual rights.

3.2. Use of AI and AI Systems. Appriss’ Products and Services may utilize or incorporate AI and/or AI Systems. The Artificial Intelligence Terms available here: https://apprissretail.com/ai-terms/ shall govern your use of AI within the Products and Services.

3.3. Your Systems and Data. You are responsible for the cost and availability of your systems, data, and any network connections and power sources required to access and use the Appriss Retail Platform and applicable Module(s).

3.4. Cooperation. In order for Appriss to perform its obligations under this Agreement, you must provide Appriss with full, good faith cooperation, and access to such information, including providing correct, accurate and complete data, access to equipment or systems, or personnel assistance as may be reasonably requested by Appriss from time to time. Cooperation with Appriss includes making decisions and communicating information in a timely manner.

3.5. Prohibited Conduct. You shall not (a) use the Appriss Retail Platform or any applicable Module(s) to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (b) use the Appriss Retail Platform or any applicable Module(s) to store or transmit “malicious code”, (c) interfere with or disrupt the integrity or performance of the Appriss Retail Platform or any applicable Module(s) or third party data contained therein, or (d) attempt to gain unauthorized access to the Appriss Retail Platform or any applicable Module(s) or their related systems or networks.

3.6. Third-Party Applications. If you request any exchange of data or integrations with your other third-party vendors or providers, then:

1. Appriss disclaims any warranties and responsibilities related to the security, accuracy, or functionality of the third-party product or service or its current or future compatibility with the Appriss Retail Platform;
2. Appriss disclaims any liability related to disclosure, modification, or deletion of your Data resulting from any access by your third-party vendors or providers;
3. You are responsible for ensuring the provision of data or integration does not violate applicable law;
4. You are responsible for obtaining cooperation and support from your third-party vendors or providers; and
5. The Company reserves the right to modify or discontinue any integration with a third-party provider at any time without liability.

4.1. Fees. All fees and charges will be set forth in an Order Form or SOW.

4.2. Payment. All fees, charges, and expenses invoiced under this Agreement will be due and payable pursuant to the terms stated in the Order or SOW. In the event the Order or SOW does not specify the payment terms, payments are to be made in US Currency within thirty (30) calendar days of the date Appriss is entitled to issue an invoice. Appriss shall promptly issue invoices to Client in accordance with the Order. Each invoice will set forth in reasonable detail the work covered by the invoice and the applicable fees. In the event Appriss is unable to issue an invoice because you failed to properly issue a PO or provide Appriss with access to its payment platform, then Appriss shall be entitled to charge interest at a rate of two percent (2%) per month from the date of the due date until paid. Late payments on properly issued invoices shall accrue interest from the date due until the date paid at a rate of one percent (1%) per month, or the maximum rate allowed under applicable law, whichever is less. All payments under this Agreement must be made by electronic transfer pursuant to instructions provided by the Company.

4.3. Taxes. All fees payable under this Agreement are exclusive of tax. You shall pay any taxes, including sales, use, personal property, value added, excise, customs fees or other taxes and duties imposed with respect to all Modules and Services under this Agreement, excluding only income taxes payable by Appriss.

4.4. Disputes and Set Offs. You are not entitled to set off any invoiced amounts. In the event of a good-faith dispute regarding any invoice, you shall: (i) pay all undisputed amounts by the due date; (ii) provide written notice to Appriss within 30 business days of invoice receipt identifying the specific amounts disputed and the basis for the dispute; and (iii) cooperate in good faith to resolve the dispute within 30 days of such notice. Failure to provide timely written notice shall constitute acceptance of the invoice. Interest on disputed amounts that are ultimately determined to be owed shall accrue from the original due date.

5.1. Confidential Information. Each Party receiving information under this Agreement (the “Receiving Party“) agrees that it will not disclose or disseminate to any other person or entity, or use except as permitted by this Agreement, any information regarding the business, data, processes, technology, software or products of the Party disclosing information under this Agreement (“Disclosing Party“) and of third parties obtained during the course of performance under this Agreement (the “Confidential Information“). Each Receiving Party will ensure that any Confidential Information obtained from the Disclosing Party will be disclosed only to the Receiving Party’s employees and agents and only on a “need-to-know” basis, and that such employees and agents will be subject to a binding written obligation to maintain and not use (except as necessary to satisfy obligations under this Agreement) the confidentiality of the Confidential Information similar to the obligations under this Agreement. Nothing contained herein will be construed to restrict or impair in any way the right of the Receiving Party to disclose or communicate any information which Receiving Party can prove (a) is at the time of its disclosure hereunder generally available to the public; (b) becomes generally available to the public through no fault of the Receiving Party; or (c) is acquired by the Receiving Party from any third party having a right to disclose it to the Receiving Party. In the event that Receiving Party or anyone to whom Receiving Party has transmitted the Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, Receiving Party will provide to the other promptly, written notice of such demand so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that Disclosing Party waives compliance with the provisions of this Agreement, Receiving Party will furnish only that portion of the Confidential Information which is legally required and will exercise its best efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

5.2. Injunctive Relief. Receiving Party acknowledges that the Confidential Information received from Disclosing Party under this Agreement contains proprietary information, the disclosure of which may cause irreparable harm to Disclosing Party that may not be remedied by the payment of damages alone. Accordingly, for any breach by Receiving Party of this Section, Disclosing Party may be entitled to seek from any court of competent jurisdiction, as appropriate for the situation: (a) a temporary restraining order; (b) preliminary and permanent injunctive relief; and (c) an equitable accounting for all profits or benefits arising out of such breach.

6.1. Proprietary Rights. As between the Parties, (a) each Party retains ownership to its Confidential Information, (b) Appriss shall exclusively own all right, title, and interest in and to the Appriss Technology (and all of the underlying technology, software and analytics) and data provided by Appriss, any models, methods, algorithms, discoveries, inventions, modifications, customizations, derivatives, materials, ideas and other work product that is conceived, originated, or prepared in connection with the Appriss Retail Platform, Modules, Services (unless specified otherwise in an SOW) or related to this Agreement, and all related Intellectual Property Rights, and (c) you shall exclusively own all right, title, and interest in and to the Client Data provided by you. You shall not remove or obscure any trademarks, copyright notices, or other notices contained on materials accessed through the Appriss Retail Platform, Modules, or Services.

6.2. Appriss Residual Rights. Nothing in this Agreement shall limit in any way Appriss’ right to develop, use, license, create derivative works of, or otherwise exploit Appriss’ Intellectual Property Rights or to permit third parties to do so. Appriss shall be free to use or provide products and services derived from the ideas, concepts, techniques and know-how used and developed in connection with this Agreement, any applicable Order Form, and including in connection with your use of any Module.

7.1. Warranties. Each Party represents and warrants to the other: (a) that it is a corporation duly organized and existing under the laws of the state of its incorporation; (b) that it has the right to enter into this Agreement; and (c) that its entry into this Agreement will not cause a breach of its contractual obligations to third parties.

7.2. Modules Warranties. Appriss warrants that the applicable Products and Services will be rendered in a professional and workmanlike manner consistent with standards of professionals in Appriss’ industry and materially conform to the Documentation.

7.3. Warranty Remedy. If the Products and Services fail to conform to the warranties in Section 7.2, you must notify Appriss in writing within 30 days of discovering the non-conformance. Appriss’ sole obligation, and your exclusive remedy, shall be for Appriss to use commercially reasonable efforts to correct the non-conformance within a reasonable time. If Appriss is unable to correct the non-conformance within 90 days of receipt of notice, you may terminate the affected Order Form and receive a pro-rata refund of prepaid, unused fees. This Section states your sole and exclusive remedy for warranty claims.

7.4. Disclaimer of Warranties. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES IN THIS AGREEMENT OR AN APPLICABLE ORDER FORM AND/OR SOW, APPRISS DOES NOT MAKE ANY OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY, DESIGN, FITNESS FOR PURPOSE, NON-INFRINGEMENT, ACCURACY, CORRECTNESS, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. APPRISS DOES NOT WARRANT THAT THE APPRISS RETAIL PLATFORM OR MODULES PROVIDED HEREUNDER WILL MEET YOUR REQUIREMENTS OR OPERATE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY. THE APPRISS RETAIL PLATFORM AND ALL MODULES PROVIDED BY APPRISS HEREUNDER ARE PERFORMED AND PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. APPRISS IN NO WAY GUARANTEES THE ACCURACY OF ITS RECOMMENDATIONS. NO AGENT OF COMPANY IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF COMPANY AS SET FORTH HEREIN.

8.1. Appriss Indemnification. Appriss shall indemnify and hold harmless you and your employees, directors and officers, and agents (collectively the “Client Indemnitees“), from and against any and all third-party claims, actions, suits, investigations, governmental action, liabilities, judgments, demands, losses, damages, costs or expenses, including reasonable attorneys’ fees, to the extent arising out of: (a) infringement of the Appriss Retail Platform or Modules upon any third-party Intellectual Property Right under any laws applicable to this Agreement; or (b) Appriss’ gross negligence or willful misconduct in carrying out its obligations and responsibilities under this Agreement. Appriss shall have no obligation to indemnify you for infringement claims to the extent based upon (i) any unauthorized use of the Appriss Retail Platform or Module, (ii) the combination, operation, or use of the Appriss Retail Platform or Module provided by Appriss with software, hardware, data, or other technology or services not supplied by Appriss; or (iii) modifications to the Appriss Retail Platform or any Module that were not performed by Appriss, or specifications, designs, or other content not supplied by Appriss. Should the Appriss Retail Platform or any Module become, or in Appriss’ opinion be likely to become, the subject of a claim for infringement, the Appriss shall at its sole option and expense: (1) procure for you the right to continue to use the Appriss Retail Platform or Module, (2) modify or replace the Module with a Module that has comparable functionality to the Module, so that the Appriss Retail Platform becomes non-infringing, or in the event options (1) and (2) are not reasonably available, (3) terminate this MLSA and/or the applicable Order Form and discontinue the Appriss Retail Platform or specific Module and provide a pro-rata refund of prepaid, unused fees. Appriss reserves the right to modify the Appriss Retail Platform and Modules at any time to make them non-infringing. The foregoing remedies constitute your sole and exclusive remedies and the Appriss’ entire liability with respect to infringement claims or actions.

8.2. Your Indemnification. By using the Products and Services you agree to indemnify and hold harmless Appriss and its employees, directors, officers and agents (collectively the “Appriss Indemnitees“), from and against any and all third party claims, actions, suits, investigations, governmental actions, liabilities, judgments, demands, losses, damages, costs or expenses, including reasonable attorneys’ fees, arising out of: (a) any unauthorized use of the Appriss Retail Platform, Modules, or Services by you or your Authorized Users or third-party vendors or processors; (b) breach of your representations and warranties regarding the Client Data; or (c) your decisions related to your Consumers or Employees.

8.3. Indemnification Procedures. A Party’s right to indemnification under this Agreement (such Party referred to herein as an “indemnified party“) is conditioned upon the following: (a) prompt written notice to the Party obligated to provide indemnification (such Party referred to herein as an “indemnifying party“) of any claim, action or demand for which indemnity is sought; (b) involvement in the investigation, preparation, defense and settlement thereof by the indemnifying party; and (c) such reasonable cooperation by the indemnified party, at the indemnifying party’s request and expense, in the defense of the claim.

10.1. Limitation on Types of Recoverable Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH DAMAGES IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

10.2. Limitation on Maximum Damages. APPRISS AND EACH OF ITS AFFILIATES’ AGGREGATE LIABILITY OF THE COMPANY, IN EACH CASE UNDER THIS AGREEMENT (AND WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON INDEMNITY, BREACH OR REPUDIATION OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), OR OTHERWISE) SHALL NOT EXCEED 2X THE TOTAL FEES PAID BY YOU TO APPRISS IN THE PRECEEDING 12 MONTHS.

10.3. Secondary Cap on Damages. NOTWITHSTANDING THE LIABILITY CAP PROVIDED FOR IN SECTION 10.2, IN THE EVENT THAT ANY UNAUTHORIZED ACCESS TO OR ACQUISITION OF PERSONAL DATA IS CAUSED BY COMPANY’S MATERIAL BREACH OF ITS SECURITY OR PRIVACY OBLIGATIONS SET FORTH IN THIS AGREEMENT, THE DATA PROCESSING AGREEMENT, OR THE INFORMATION SECURITY TERMS, THEN APPRISS WILL PAY THE REASONABLE AND DOCUMENTED COSTS INCURRED BY YOU IN CONNECTION WITH THE FOLLOWING ITEMS: (A) FORENSIC INVESTIGATION TO DISCOVER THE CAUSE OF THE BREACH, (B) PROVIDING NOTIFICATION TO AFFECTED PERSONS, GOVERNMENT, AND MEDIA (AS REQUIRED BY APPLICABLE LAW), (C) PROVIDING CREDIT MONITORING SERVICE TO INDIVIDUALS WHOSE PERSONAL DATA MAY HAVE BEEN ACCESSED OR ACQUIRED FOR UP TO 1 YEAR, AND (D) OPERATING A CALL CENTER TO RESPOND TO QUESTIONS FROM INDIVIDUALS WHOSE PERSONAL DATA MAY HAVE BEEN ACCESSED OR ACQUIRED FOR UP TO 1 YEAR FROM THE NOTIFICATION DATE. ITEMS (A)-(D) REPRESENT THE FULL EXTENT OF REMEDIATION COSTS APPRISS SHALL INCUR FOR UNAUTHORIZED ACCESS TO OR ACQUISITION OF PERSONAL DATA. APPRISS’ AGGREGATE LIABILITY FOR ANY AND ALL COSTS UNDER THIS PROVISION SHALL NOT EXCEED THE SUM OF FIVE MILLION U.S. DOLLARS ($5,000,000) AND SHALL BE PROPORTIONALLY REDUCED BASED ON YOUR CONTRIBUTORY NEGLIGENCE.

11.1. Term. This MLSA shall be in effect for so long as you are utilizing an Appriss Product or Service.

11.2. Survival. Any obligation of a Party that, by its nature or context, is intended to survive the expiration or termination of this Agreement shall so survive, including without limitation obligations relating to the confidentiality and security of Personal Information, breach notification, indemnification, and the return or destruction of confidential information.

12.1. Data Processing Agreement. Appriss Retail’s Data Processing Agreement governs the processing of data pursuant to the provision of products and services and is available here: https://apprissretail.com/dpa/.

12.2. Information Security Terms. Appriss agrees to abide by the Information Security Terms available here: https://apprissretail.com/information-security-terms/.

12.3. Usage Restrictions Regarding Matters of Data Privacy or Security. If there is a change in law or regulation, or the interpretation of a current law or regulation, that impacts Appriss’ ability to provide its Modules or Services, then Appriss will notify you and, if necessary to comply with law, may suspend or decline to provide certain Products or Services. You will not be responsible for Subscription Fees for Products or Services you don’t receive as a result of this provision.

13.1. Independent Contracting Parties. Nothing in this Agreement creates a joint venture, partnership, principal-agent or mutual agency relationship between the Parties. No Party has any right or power under this Agreement to create any obligation, expressed or implied, on behalf of the other Party or to act for or bind the other party in any manner, except as expressly provided for in this Agreement. No employee of a Party will be deemed to be an employee of the other Party by virtue of this Agreement.

13.2. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign its rights under this Agreement to an Affiliate or a party purchasing the portion of such Party’s business to which this Agreement relates, whether by merger, asset sale, stock sale or otherwise, without the other Party’s consent. Further, Appriss may perform any or all of its obligations through a third-party contractor so long as Appriss remains responsible for such obligations. A current list of Appriss’ subprocessors is available here: https://apprissretail.com/subprocessors/.

13.3. Non-Waiver. Neither Party will, by the lapse of time, and without giving written notice, be deemed to have waived any of its rights under this Agreement. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

13.4. Order of Precedence. In case of conflict with any Order Form, SOW, DPA, Security Terms, or other product specific policies or terms, the order of precedence is as follows: the Order Form, any applicable product specific terms or policies, the AI Terms, the DPA, the Security Terms, then this MLSA.

13.5. No Implied Amendment. No exhibit, Order Form, or SOW, including without limitation those executed after this Agreement, will be construed to amend this main body unless it specifically states its intent to “amend” a specific provision or term of this Agreement and cites the section or sections amended. Such an amendment executed through an any exhibit, Order Form, or SOW will operate only with respect to the subject matter of such document.

13.6. Notices. Notices given under this Agreement must be in writing and must be (a) served personally, or (b) delivered by first class U.S. mail, certified or registered, postage prepaid and addressed to the address set forth below (for Appriss) or the address set forth in the applicable Order Form or SOW (for you), (c) delivered by overnight courier service, addressed to the addressees as set forth below; or (d) delivered electronically (via e-mail) with evidence of receipt confirmation to the email address, if set forth below. Notices will be deemed received at the earlier of actual receipt in the case of personal service, overnight courier, or U.S. Mail delivery. The Parties may change their addresses by giving notice of such change to the other Party as provided in this Section.

Appriss Retail
695 Town Center Drive, Suite 1100
Costa Mesa, CA 92626
Email: dg-legal@apprissretail.com
Attn: Appriss Chief Legal and Compliance Officer

13.7. Severability. If any part of this Agreement is found to be illegal or unenforceable, then that part will be curtailed only to the extent necessary to make it, and the remainder of the Agreement, legal and enforceable.

13.8. Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed, construed and interpreted solely and exclusively in accordance with the laws of the State of Delaware, without giving effect to any laws which would result in the application of the laws of another jurisdiction. 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 jurisdiction of such courts in any such suit, action, or proceeding.

13.9. Attorney’s Fees. The prevailing Party in any action, claim or lawsuit brought pursuant to this Agreement is entitled to payment of all attorneys’ fees and costs expended by such prevailing Party in association with such action, claim, or lawsuit.

13.10. Force Majeure. Notwithstanding anything to the contrary herein, Appriss shall not be deemed to be in default of any provision of this Agreement, including any Order Form, or be liable to you or to any third party for any delay, error, failure in performance, or interruption of performance (other than for payment obligations hereunder) due to any act of God, war, insurrection, acts of terrorism, riot, boycott, strikes, change of law, interruption of power service, interruption of Internet or communications service, labor or civil disturbance, acts of any other person not under the control of Appriss or other similar causes (“Force Majeure Event“). Appriss shall give you reasonable written notification of any material or indefinite delay due to such causes.

13.11. Compliance. You agree to comply with all pertinent import and export laws of the United States, including, but not limited to, the U.S. Export Administration Regulations, and the laws of the country in which you obtains the Product or Service, in connection with your activities under this Agreement. You will comply with all applicable laws and regulations (including any applicable laws and regulations relating to export, import, the U.S. Customs Trade Partnership Against Terrorism (C-TPAT)). In the event you use a Product or Service to obtain, store, process or in any manner transmit personal data of any person outside the US, Client covenants to fully comply with the data protection laws applicable in such countries regarding storage, processing, and transfer of personal data.

13.12. International Terms. The United Nations Convention on Contracts for International Sale of Goods is hereby excluded. The official text of this Agreement shall be the English language, and such English text shall be controlling in all respects, notwithstanding any translation hereof required under the laws or regulations of another country. All notices, requests, communications, and proceedings under this Agreement shall be in the English language.

13.13. Entire Agreement. This MLSA, the DPA, Security Terms, AI Terms, Order Form, SOW, and applicable product specific terms collectively constitute the final written agreement and understanding of the Parties with respect to terms and conditions applicable to all Products and Services. Any additional, supplementary, or conflicting terms supplied by you, including those contained in purchase orders or confirmations issued by you, are specifically and expressly rejected.