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Docusign Envelope ID:4FF851C3,ADE5-4C70-8186-6D7B1 i 119215
<br /> Agreement maybe brought In the state or federal courts located in the Governing State.Each party irrevocably submits to the
<br /> jurisdiction of such courts in any such suit,action,or proceeding.
<br /> (b) Entire A reement„Order of,Precedence. The Order Form, the Customer Terms, this Master Services
<br /> Agreement,and the Incorporated Documents Constitute the complete Agreement between the parties and supersede any prior
<br /> discussion or representations regarding Customer's purchase and use of the Services.
<br /> To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or
<br /> precedence:(1)the Customer Terms,(2)Order Form, (3)the Master Services, and(4)the Incorporated Documents. No other
<br /> purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the
<br /> Agreement or bind the other party in any way.
<br /> (c) Amendment;Waiv r.No amendment to the Order Form,the Master Services Agreement,or the Customer
<br /> Terms will be effective unless it Is in writing and signed by an a uthorized representative of each party.Debtaook may update the
<br /> Incorporated Documents from time-to-time following notice to Customer so long as such updates are generally applicable to all
<br /> users of the Services.No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth
<br /> In writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, delay In
<br /> exercising,or any partial exercise of any rights,remedy,power,or privilege arising from the Agreement will in any way waive or
<br /> otherwise limit the future exercise of any right,remedy,power,or privilege available under the Agreement.
<br /> (d) Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement (each, a
<br /> "Notice")must be in writing and addressed to the recipients and addresses set forth for each party on the Order Form(or to such
<br /> other address as DebtBook or Customer may designate from time to time in accordance with this Section).All Notices must be
<br /> delivered by personal delivery, nationally recognized overnight courier(with all fees pre-paid),or email (with confirmation of
<br /> transmission), or certified or registered mall (in each case, return receipt requested, postage pre-paid).Any Notice delivered
<br /> underthe Agreement will be delivered,if to the Customer,to the address Indicated in the Order Form and,if to DebtBook,atthe
<br /> following address:PO Box 667990,Charlotte,NC 28266.
<br /> (e) Force Ma eure.In no event will either party be liable to the other party,or be deemed to have breached the
<br /> Agreement,for any failure or delay In performing its obligations under the Agreement (except for any obligations to make
<br /> payments),if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control,
<br /> including acts of God,flood,fire,earthquake,pandemic,epidemic,problems with the Internet,shortages in materials,explosion,
<br /> war, terrorism, invasion, riot or other civil unrest,strikes, labor stoppages or slowdowns or other Industrial disturbances,or
<br /> passage of law or anyaction taken by a governmental or public authority,including imposingan embargo.
<br /> (f) Severabili . if any provision of the Agreement is Invalid, illegal, or unenforceable in any jurisdiction,such
<br /> invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render
<br /> unenforceable such term or provision in any other j urisdiction.
<br /> (g) Assignment.Either party may assign its rights or delegate Its obligations,in whole or in part,on 30 days prior
<br /> written notice to the other party,to an affiliate or an entity that acquires all or substantially all of the business or assets of such
<br /> party,whether by merger,reorganization,acquisition,sale,or otherwise, Except as stated in this paragraph,neither party may
<br /> assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other
<br /> party,which consent may not be unreasonably withheld,conditioned,or delayed.The Agreement is binding on and inures to the
<br /> benefit of the parties and their permitted successors and assigns.
<br /> (h) Marketing.Neither party may issue press releases related to the Agreement without the other partyv's prior
<br /> written consent. Unless otherwise provided in the Customer Terms, either party may include the name and logo of the other
<br /> party in lists of customers or vendors.
<br /> (1) State-Specific Certifications,&Agreements. If Customer is a Government Entity and to the extent required
<br /> under the laws of the Governing State,DebtBook hereby certifies and agrees as follows:
<br /> (i) DebtBook has not been designated by any applicable government authority or body as a company
<br /> engaged in the boycott of Israel under the laws of the Governing State;
<br /> (ii) DebtBook Is not presently debarred,suspended,proposed for debarment, declared ineligible,or
<br /> voluntarily excluded from participation in the Agreement by any governmental department or agency of the Governing
<br /> State;
<br /> (ill) Debtaookwlli not discriminate against any employee or applicant for employment because of race,
<br /> ethnicity, gender, gender Identity, sexual orientation, age, religion, national origin, disability, color, ancestry,
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