Terms and Conditions

1. SERVICES

1.1 Suggestic Platform

Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), Suggestic grants Customer a non-exclusive, non- transferable and non-sublicensable license to access and use, and to provide its Users with rights to access and use, the Suggestic Platform during the Term. “User” means (i) consumer customers of Customer who access the Suggestic Platform and (ii) employees, contractors, or agents of Customer which use or otherwise interact with the Suggestic Platform.

1.2 Support Services

Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), Suggestic will provide the Suggestic Platform on a hosted basis and will use commercially reasonable efforts to provide the service levels and support services set forth in the Service Level Agreement attached hereto as Exhibit B hereto (the “Support Services”); provided that Customer is solely responsible for maintaining its equipment, timely transmission of, and the accuracy, quality, integrity, and reliability of, Customer Data (defined in Section 3.2 below).

1.3 Professional Services.

Subject to Customer’s timely payment of applicable Professional Service Fees, Suggestic will use commercially reasonable efforts to provide to Customer the professional services identified on a mutually executed statement of work (“SOW”) based on a form set forth in Exhibit A, if desired by the parties from time to time (collectively, the “Professional Services”).

2. Customer Obligations

2.1 Restrictions on Use of Suggestic Technology.

Customer shall not, and shall not authorize any person to, directly or indirectly: (i) copy, modify, translate, adapt, or create derivative works; (ii) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of; (iii) [reserved]; (iv) sell, sublicense, transfer any rights in, use for the benefit of, or allow access to, any third party (except to Users); (v) transmit unlawful, infringing or Malicious Code to or from; (vi) replicate significant portions of Suggestic’s data except as needed to access or use the Suggestic Platform, or (vii) otherwise use except as expressly permitted hereunder, in each case of (i) – (vii), the Services (including all technology constituting or used to provide such service) or Suggestic’s data, as applicable (together the Services and Suggestic data are “Suggestic Technology”). The foregoing restrictions shall apply to the maximum extent permitted by applicable law.

2.2 Compliance with Laws.

Customer shall at all times comply with all federal, state, and local laws, ordinances, regulations, and orders that are applicable to its use of the Services, the operation of its business and to this Agreement. Without limiting the generality of the foregoing, Customer shall at all times at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement.

3. PROPRIETARY RIGHTS; DATA

3.1 License to Customer Marks.

Customer hereby grants to Suggestic a non-exclusive, worldwide and royalty-free license, with right of sublicense pursuant to Section 10.4, during the Term to use the Customer’s trademarks, name, logos and other indicators of origin provided to Suggestic by Customer (collectively, “Customer Marks”) and any other images and materials provided to Suggestic by Customer hereunder (together with the Customer Marks, the “Customer Content”) solely in connection with the provision of the Services. Customer agrees that Suggestic may identify Customer company as a Suggestic partner and use Customer company’s name and logo in its marketing materials and website relating to Suggestic’s Services. Customer grants Suggestic a limited license to use Customer company’s trademarks designated by Customer for such uses, subject to any applicable trademark usage guidelines Customer provide to Suggestic. Customer reserves all rights not expressly granted in this Section.

3.2 Ownership.

Except for the limited rights granted in this Agreement: (a) Suggestic hereby retains all rights, title and interest, including all intellectual property rights, in and to the Suggestic Platform, the Usage Data (as defined below), and any and all works of authorship, inventions, or other intellectual property created by Suggestic in connection with providing the Services, provided that such shall not include any Private Data, Proprietary Data, Customer Data or Customer Confidential Information; and (b) Customer hereby retains all rights, title and interest in Customer Data and Proprietary Data. Customer hereby grants to Suggestic a worldwide, irrevocable, perpetual, royalty- free license, with right of sublicense pursuant to Section 10.4, (i) to exploit without restriction all feedback regarding Suggestic Platform; (ii) to use any other information related to Customer’s use of the Services (including information provided to Customer by any Users or third party providers) to improve Suggestic’s products and services; (iii) to use all data made available to Suggestic by or on behalf of Customer to perform its obligations hereunder; provided that such license explicitly excludes any Private Data (as defined below). “Customer Data” means any data transmitted by Customer or its Users (and any derivative thereof) to or through the Services (such as new recipes, new food items, customer support interactions and other any User generated content), or delivered to Suggestic by Customer and identified as such, or delivered to Suggestic by a third party on behalf of Customer for which Customer (but not Suggestic) pays a usage fee; provided that, notwithstanding the foregoing, Customer Data does not include Private Data, data in the public domain or publicly available data, data independently derived by Suggestic, or except as expressly described above, data obtained by Suggestic from a third party. “Private Data” means any personally identifiable data and health related data; examples of the foregoing include: names, email addresses, mailing addresses, phone numbers, personal photos, diagnoses, medical test results, prescription or treatment information. “Proprietary Data” means any proprietary rulesets and protocols, such as proprietary health assessments, personalization rulesets and nutritional protocols that will only be used to provide the services to the Customer and the Users. “Usage Data” means the metadata generated by any User interacting with the Suggestic Platform.

3.3 Suggestic Data.

Suggestic may remove or restrict access to Suggestic’s data if it violates an applicable law, the source of such data becomes unavailable, or a third party brings or threatens legal action. Customer will obtain all permissions or approvals from each applicable data source as may be necessary or required to provide such data to Suggestic in connection with the delivery of the Services and to comply with all applicable laws in its performance under this Agreement.

3.4 License to Customer Data.

Customer Data shall be and remain the sole exclusive property of Customer. Customer grants to Suggestic a non-exclusive, limited license to including a license to store, record, transmit, maintain, and display Customer Data only to the extent necessary to provide services under this Agreement. Except as permitted in this Agreement, Suggestic will not edit, delete, or disclose the contents of Customer Data unless authorized in writing by Customer. Customer Data shall be considered Customer’s Confidential Information; except that any Customer Data that is in an aggregated or anonymous, de- identified form (i.e., in a form that cannot be used itself to identify Customer or Users) will not be considered to be the Confidential Information of Customer.

3.5 Software License.

Subject to the terms and conditions of this Agreement, Customer is hereby granted a limited license to use the Suggestic Platform internally as well as all such output of the Services developed by Suggestic, in compliance with the Licensing Agreement, as set forth in Exhibit C.

4. FEES; PAYMENT

4.1 Fees; Suggestic Platform.

Customer will pay Suggestic the non-refundable, non-cancellable and non-recoupable fees described in the applicable order form (collectively, the “Platform Fees”). The Platform Fees consists of Suggestic’s licensing, maintenance, support and operation of the Services. The Platform Fees include any fees based on the number of Monthly Users of the Suggestic Platform (“User Fees”). The definition of “Monthly Users”, the User Fees, Platform Fees (together, the “Fees”) and payment terms are set forth in the applicable order form.

4.2 Fees; Professional Services.

In addition to the Suggestic Platform Fees, Customer will pay Suggestic for the Professional Services as set forth in an SOW (the “Service Fees”). The Service Fees, unless otherwise set forth in an SOW, will be paid up-front by Customer. An SOW may set forth that certain milestones achieved or deliverables received by Customer result in additional Services Fees.

4.3 Payment Terms.

Unless otherwise set forth in the applicable order form, at the end of each calendar month, Suggestic will send an invoice to Customer setting forth (i) the number of Monthly Users; (ii) the Platform Fees and the User Fees; and (iii) the total Fees payable to Suggestic. Unless otherwise set forth in the applicable order form, Fees are due and payable by Customer in United States dollars within 15 days after the receipt of such invoice (which may be sent by Suggestic to Customer via electronic means). Interest will accrue on unpaid Fees after such 15 day period interest accrues from the due date at the lesser rate of 1.5% per month or the highest rate allowed by law.

4.4 Fees for Additional Services.

Customer may request, Suggestic may offer, or the Parties may mutually agree to, additional services (any such service, an “Additional Service”). The Parties will negotiate in good faith their respective rights and obligations with respect to any Additional Service and fully describe the Additional Service in an SOW in the form attached as Exhibit A, including the relevant scope, payment and term of the Additional Service. Fees for such Additional Service will be set forth in the SOW and payable in accordance with Section 4.3, unless the SOW for an Additional Service states otherwise.

4.5 Revenue Share and Sales Commissions.

Suggestic will collect the amounts based on transactions made by customers on the Suggestic Platform as set forth on the order form.

4.6 Taxes.

Customer must pay all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on Suggestic’s net income).

5. TERM; TERMINATION

5.1 Term.

This Agreement will start on the Effective Date and, unless terminated earlier in accordance with this Agreement, will continue for the term set forth in the applicable order form (“Initial Term”). Thereafter, this Agreement will automatically renew for immediately successive renewal term(s) set forth in the applicable order form (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides written notice of non-renewal at least 30 days before the expiration of the then applicable term.

5.2 Termination by Suggestic.

Suggestic may terminate this Agreement by written notice if any of the following occurs: (i) Customer fails to pay within no more than 10 business days after written notice of nonpayment any undisputed amounts owed Suggestic; or (ii) except as set forth in (i), Customer is in material breach of this Agreement, which is not cured within 30 days after written notice of such breach; or (iii) Customer files for or is adjudicated bankrupt or suffers any other analogous event.

5.3 Termination by Customer.

Customer may terminate this Agreement upon the occurrence of the following: (i) Suggestic is in material breach of this Agreement, which is not cured within 30 days after written notice of such breach; (ii) Suggestic files for or is adjudicated bankrupt or suffers any other analogous event; or (iii) five (5) or more failures of Suggestic to abide by terms set forth in Exhibit B, Service Level Agreement, in any 30-day period.

5.4 Effect of Termination.

Upon the effective date of expiration or termination of this Agreement: (i) all outstanding SOWs, and access to Suggestic Technology will automatically terminate; (ii) all outstanding payment obligations of Customer become due and payable immediately; and (iii) Customer has 30 days to request return of Customer Data (after which time, Suggestic has no further obligation to store or permit retrieval of such data). After such time has elapsed, Suggestic will delete all Customer Personally Identifiable Data from its files, unless an extension has been agreed to by the Parties. At no time will ownership of Customer Data revert to Suggestic. The following provisions will survive the expiration or termination of this Agreement for any reason: Sections 2.1 (Restrictions), 3 (Ownership; Data), 5.4 (Effect of Termination), 6 (Confidentiality), 7 (Indemnification), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), and 10 (General).

6. CONFIDENTIALITY

6.1 Definition.

“Confidential Information” means any information disclosed directly or indirectly by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement that is either designated as “confidential” or under the circumstances of disclosure or by the nature of the information itself is reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party. Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. As between Suggestic and Customer, the Suggestic Technology is the Confidential Information of Suggestic, and the Customer Data is the Confidential Information of Customer.

6.2 Use; Maintenance.

Neither Party shall use the Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither Party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other Party, except to employees or contractors of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to a written obligation of confidentiality but in no case less than a reasonable degree of care. Each Party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other Party, and will take at least those measures that it takes to protect its own most highly confidential information. A Receiving Party will use reasonable efforts to provide timely notice of compelled disclosure to facilitate confidential treatment of Disclosing Party’s Confidential Information, and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment. Suggestic may list Customer as a customer in its promotional and marketing materials, including its website.

7. INDEMNIFICATION

7.1 By Suggestic.

Suggestic shall (i) defend, or at its option settle, any third party claim, proceeding, or suit (“Claim”) brought against Customer to the extent it alleges that the Suggestic Platform or Customer’s use of the Suggestic Platform as authorized in this Agreement (x) constitutes a direct infringement of the intellectual property rights or trade secret of any third party; or (y) violates any applicable laws, rules, or regulations; or any Claim arising from Suggestic’s gross negligence or willful misconduct, and (ii) pay, subject to the limitations set forth in Section 9, damages awarded in a final judgment, (or amounts agreed in a monetary settlement), in any such claim defended by Suggestic; provided that Customer provides Suggestic: (i) prompt written notice of (though failure to provide such notice shall not relieve Suggestic of its obligations to the extent that such failure to provide such notice materially adversely affects Suggestic); (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Suggestic in connection with the defense or settlement of, any such claim. In addition, if any such claim is brought or threatened, Suggestic may, at its sole option and expense: (a) procure for Customer the right to continue to use the Services; (b) modify the Services to make them non-infringing; (c) replace the Services with non-infringing technology having substantially similar capabilities; or (d) if none of the foregoing is commercially practicable, upon 60 days prior notice terminate this Agreement. Notwithstanding the foregoing, Suggestic will have no liability to Customer for any claim arising out of or based upon: (w) Suggestic’s use of Usage Data or Customer Content as permitted by this Agreement; (x) the use of the Services in combination with software, products or services not provided or authorized by Suggestic or as reasonably necessary to use the Services; or (z) Customer’s failure to use the Services in accordance with this Agreement (“Excluded Claims”).

7.2 By Customer.

Notwithstanding anything to the contrary in Section 7, Customer shall defend or, at its option, settle, any Claim brought against Suggestic arising from any Excluded Claim, including without limitation any claim that Customer Content infringes third party proprietary rights. Customer will pay damages finally awarded against Suggestic (or the amount of any settlement Customer enters into) with respect to such claim defended by Customer; provided that Suggestic provides Customer with: (a) prompt written notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Suggestic will have the right to participate in the defense of any such claim at its own expense and with counsel of its own choosing. Customer shall have no obligations under this Section if such Claims are caused by Suggestic’s breach of this Agreement.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties.

Each Party represents and warrants to the other that: (i) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses set forth herein, and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; and (iii) no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of this Agreement.

8.2 Suggestic’s Warranties.

Suggestic represents and warrants to Customer that all components of the Suggestic Technology are either owned by Suggestic or Suggestic has obtained all necessary permissions or licenses for their use. Suggestic represents and warrants that (A) Suggestic will use commercially-reasonable efforts to ensure that the Suggestic Platform uses industry-standard software, and will be compatible with customary technology; (B) Suggestic has performed a reasonable risk assessment and agrees to immediately implement appropriate technical and organizational safeguards and procedures in a manner that is consistent with these principles and policies to protect and keep secure any Customer Data to which it or any of its Affiliates has access in connection with the Services or Suggestic platform. In addition, Suggestic has responded to a vendor risk assessment (“VRA”) provided by Customer or its Affiliates and Suggestic warrants that all answers provided were true and accurate when provided. Suggestic represents and warrants that Suggestic will use all commercially-reasonable efforts to ensure that the Suggestic Platform is protected against security risks and vulnerabilities and shall continuously update its technical and organizational safeguards and procedures as necessary to protect and secure Customer Data in accordance with this Agreement and applicable law, including, but not limited to: (a) implementing security procedures that are, at a minimum, at least as secure as those available in the most-recent versions of commercially available web hosting products, including patches, fixes or updates thereto within 24 hours of release to the general public; (b) secure TLS encryption of all data transmissions; (c) password protected access and user IDs; (d) automatic log off if the Suggestic Solution is idle or no action is taken after a specified period of time; and (e) isolation of Customer Data into separate (physically or logically) databases. Suggestic will immediately notify Customer of any actual or threatened security breach in or unauthorized or suspicious access to the telecommunications systems that would adversely affect Customer’s systems or access to the Suggestic Platform. Suggestic represents and warrants that Suggestic and the Suggestic Platform shall conform to all applicable laws, ordinances, statutes, treaties, rules, judgments and regulations whether federal, state, county, local, or otherwise. Suggestic represents and warrants that it has used its best efforts to ensure that the Suggestic Platform contains no “computer viruses” or “time bombs” as those terms are commonly understood in the information process industry. Specifically, Suggestic warrants that the Suggestic Platform contains no code or instructions (including any code or instructions provided by third parties) that is designed to delete, disable, deactivate, interfere with, or otherwise harm the deliverables or Customer’s hardware, data, or other programs, or that is intended to provide access or product modifications not authorized by Customer.

8.3 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EXHIIBIT C), EACH PARTY HEREBY DISCLAIMS ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. SUGGESTIC DOES NOT WARRANT THAT ANY THIRD-PARTY SERVICES, CONTENT OR FUNCTIONALITY OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS SECURITY MEASURES WILL PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA. SUGGESTIC DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE AVAILABLE. Without limiting anything in this Section 8, Customer acknowledges and agrees that Customer is solely responsible for establishing the terms of its relationships with Users of the Suggestic Platform, and for all losses or liabilities arising therefrom (including, without limitation, any losses or liabilities arising from data submitted to the Suggestic Platform by Customer or any User).

9. LIMITATION OF LIABILITY

9.1 Limitation of Liability.

EXCEPT FOR SUGGESTIC’S INDEMNIFICTION OBLIGATIONS UNDER SECTION 7, CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.2, OR EITHER PARTY’S BREACH OF SECTION 6 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS AND THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 7.1 AND 7.2, NEITHER PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.

9.2

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO DAMAGES OR LIABILITIES ARISING FROM: (i) A BREACH OF SECTION 6 (CONFIDENTIALITY); (ii) CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION; (iii) PERSONAL INJURY OR DEATH OR DAMAGE TO ANY REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY EITHER PARTY'S NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT; OR (iv)THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF EITHER PARTY IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.

10. GENERAL PROVISIONS

10.1 Assignment.

Neither Party may assign this Agreement nor any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without the written consent of Customer as part of a corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets or business related to this Agreement or a similar transaction or series of transactions provided that the assignee is not competitor of the other Party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Notwithstanding the foregoing, Customer shall have the right to assign this Agreement, and/or any rights and/or Agreement hereunder, to an affiliated entity without the prior consent of Suggestic.

10.2 Force Majeure.

Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage, pandemic, or dispute, governmental act or failure of the Internet. The delayed Party shall give the other Party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

10.3 Governing Law.

This Agreement shall be governed by and construed under the laws of the State of California without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the State of California, and the Parties hereby agree and consent to the exclusive jurisdiction and venue of these courts.

10.4 Miscellaneous.

This Agreement (together with the Exhibits, and/or SOWs hereto) is the sole agreement of the Parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. The following order of precedence shall apply: this Agreement, Exhibits, SOW. No terms of any purchase order, invoice, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of Suggestic to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which Party drafted hereof. This Agreement may only be amended by a writing signed by both Parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each Party set forth below, or to such other address as either Party may substitute by written notice to the other from time to time. Notices will be deemed to have been given at the time of actual delivery in person, 1 day after delivery to an overnight courtier service, or 3 days after deposit in the mail. The relationship between the Parties shall be that of independent contractors. Suggestic may use subcontractors and may delegate any of its obligations under this Agreement or SOW to subcontractors in its sole discretion. Waiver of any term of this Agreement or forbearance to enforce any term by either Party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. Each Party agrees to comply with all applicable export control laws and regulations related to its offering or use of Suggestic Technology and Suggestic shall provide Customer reasonable assistance in complying with such laws and regulations.

10.5 Arbitration.

All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in healthcare and technology and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.