Introduction

These Consumer Terms of Service (“Terms of Service” or “Terms“) are a legal agreement between us ( “us”, “our”, “we”, or “Launch AI”) and you, the individual or entity who uses one or more of the products and services we offer for your personal or business use under these Terms (referred to as “you”, “your”, or “Customer”), which are Marketing Reimagined ( a “Consumer Service”). The following Terms are a legally binding agreement between you and us, and it describes the terms and conditions applicable to your use of our Consumer Services. By using our Consumer Services, you agree to be bound by these Terms, and any new features or tools that are added will also be subject to these Terms.  

All users that are using our Marketing Reimagined service are subject to the Myosin Services Agreement and Launch AI Services Agreement.

Myosin Services Agreement

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Myosin Services terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

WHEREAS, Company is a full-service advertising and technology services provider providing, among other things, advertising and marketing consultancy, media campaign planning, media time buying and placement, media management services, and data analytics; and 

WHEREAS, Client is seeking an advertising services provider to perform advertising and related services on its behalf; and 

WHEREAS, Company has offered its services to Client and Client has agreed to engage Company to provide such services in accordance with the terms hereof. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises contained herein, the parties agree as follows: 

1. Appointment; Services. As may be further specified in any applicable statements of work (each, a “SOW”) agreed in writing (e-mail included) between Company and Client, Client hereby appoints Company as: (i) its non-exclusive agent for the purpose of arranging the purchase of media time and space related to podcasts; (ii) its non-exclusive agent for the purpose of arranging the purchase of media time and space related to radio (terrestrial, streaming, satellite), streaming audio, YouTube, television and digital media; and (iii) upon Client’s written request, its non-exclusive agent for the purpose of arranging the production of advertising elements, on Client’s behalf. In connection with such appointment, Company agrees to use all due care, professional skill and best efforts as are customarily provided in its industry to provide the following services (collectively, the “Services”): 
   1. Company shall search for, analyze, recommend to Client, and, subject to Client’s written approval, negotiate for appropriate national, local, and online media purchases and schedules (a detailed description of which shall be provided to Client in writing) in order to meet Client’s advertising objectives (each, a “Media Plan,” which is incorporated herein by reference); 
   2. In the case of endorsed media, Company shall assist with procuring talent, negotiate with talent, provide copy in accordance with Section 2.a. below and provide media placement verification; 
   3. Company shall, on behalf of Client, as subject to clients written consent, place orders with, confirm media schedule and provide traffic instructions to, media vendors, and subject to Client’s payment obligations, make timely payments to all such media vendors for media purchases made on Client’s behalf; 
   4. If requested by Client in writing (email being sufficient), Company will provide Production Services, as defined in Section 2.b. below; and 
   5. Company will provide additional services as otherwise mutually agreed to by the parties in writing.
2. Materials; Production Services. 
   1. Ad Copy. At no additional charge to Client, Company agrees to draft up to five (5) iterations of proposed ad copy at the commencement of an advertising campaign. Company may provide additional ad copy at no additional cost as reasonably necessary based on performance of the advertising campaign. 
   2. Production Services. Upon Client’s written request (email being sufficient), Company will provide and/or procure production services, including arranging talent, drafting additional copy, ad production, and/or creation of digital content (the “Production Services”). The fees for Production Services and any associated costs (e.g., talent, audio/video editing, etc.) will be quoted by Company at the time of each request and mutually agreed upon by the parties in writing (email being sufficient). 
   3. Ownership of Creative. Company acknowledges and agrees that Client will own all right, title and interest in and to all advertising materials written or otherwise created by Company specifically for Client pursuant to this Agreement (the “Creative”). Notwithstanding the foregoing, Company shall at all times retain all right, title and interest in and to all of Company’s products and software (including all intellectual property rights associated therewith), and all general knowledge, skills, experience, ideas, concepts, know-how, methodologies and techniques used and/or developed by Company in its performance of the Services.
3. Client Authorizations. In connection with the Services provided hereunder, Client hereby authorizes Company to act as Client’s liaison with media vendors and related production representatives during the Term (as defined below). Prior to obligating Client to purchase any media pursuant to this Agreement, Company will first obtain written approval (email being sufficient) of the Media Plan by Client or its authorized representative. In connection with each proposed Media Plan submitted to Client, Company shall include a cost estimate or budget for each such proposal and Client’s approval of the Media Plan will be deemed approval of the cost estimate and/or budget submitted. Company will obtain Client’s written approval (email being sufficient) of the fees and costs for any Production Services prior to commencement or procurement thereof. Client further authorizes Company to use materials provided by Client solely as necessary for Company to provide the Services and/or Creative. 
4. Company Commissions; Invoicing and Payment. 
   1. Company Commission. During the Evaluation Period (as defined below), Client agrees that Company will receive a commission fee in the amount of up to a maximum of twenty percent (20%) of all Gross Media Costs for all advertising placed by Company, provided however, that the specific amount of commission for any specific Media Plan shall be agreed by Client and Company in the SOW (“Commission”). 
   2. Determination of Gross Media Costs. For the purposes of calculating the Commission, “Gross Media Costs” will be defined as the total gross billings invoiced or charged by media vendors for any placement, publication, circulation or other dissemination of any advertising on Client’s behalf in accordance with this Agreement. 
   3. Performance-Based Compensation. Following the Evaluation Period, Client agrees that Company will be compensated on a performance basis, with the key performance metrics to be mutually agreed upon by Client and Company in the SOW (“Performance Based Compensation”). 
   4. Invoicing; Payment. Company shall bill Client for (i) the Gross Media Costs; (ii) any fees and costs for Production Services; (iii) Performance Based Compensation; and (iv) any other amounts agreed upon in writing by the parties, plus any applicable taxes on the foregoing amounts in (i)-(iv). For Gross Media Costs, Company shall invoice Client reasonably in advance of the first scheduled airing under the associated Media Plan, and payment on such invoice will be due and payable two (2) weeks prior to the date of the first scheduled airing under such Media Plan; provided that, if media is purchased from media vendors that have granted credit terms to Company or Client, payment shall be due within thirty (30) days following the date of invoice. For Production Services, the fees and costs will be invoiced in advance and due and payable prior to commencement or procurement of the Production Services. The Performance Based Compensation will be paid in accordance with any applicable SOWs. Unless otherwise agreed by the parties, in writing all other amounts incurred hereunder will be invoiced as incurred and will be due and payable within thirty (30) days following the receipt of invoice. Payment for all approved Media Plan schedules and Production Services is the sole financial responsibility of Client, and Client assumes all financial responsibility to the respective media vendors for the Gross Media Costs and any other pre-approved expenses related to Media Plans. 
   5. Payment to Media Vendors; Withholding of Commission. Upon receipt of payment from Client for Gross Media Costs billed to Client (each, a “Client Remittance”), Company shall pay the applicable media vendor and retain the Company’s Commission (only during the Evaluation Period) from such Client Remittance. For the avoidance of doubt and by way of example, if a media purchase has Gross Media Costs in the amount of $1,000, Client will be billed for, and Client shall pay Company the amount of $1,000, from which Company will retain as the Company’s Commission the commission amount agreed with Client for the applicable Media Plan, which Commission shall not exceed $100. Client hereby authorizes Company to withhold Commission amounts from each such Client Remittance without further invoice to or approval from Client. 
   6. No Advances. Client acknowledges and agrees that Company does not advance any fees or costs to media vendors. Accordingly, Client acknowledges that if advance media payments in connection with approved Media Plans are not paid timely by Client, Company reserves the right to cancel the corresponding Media Plan media placement(s) by providing at least five (5) days written notice to Client. If Company needs to cancel any media placements due to the foregoing or if Client cancels an approved Media Plan, in whole or in part, then Client will be solely responsible for all expenses related to any approved Media Plan’s media placement(s) that Company is not able to cancel. Company shall use commercially reasonable efforts to cancel any media placements as requested by Client in order to minimize cancellation fees and costs. 
   7. Audit/Inspection Rights. During the Term, upon reasonable notice not to exceed four (4) times in a twelve (12) month period, Company shall deliver to Client copies of true and correct underlying invoices for Gross Media Costs from all applicable media vendors during the applicable portion of the Term, so that Client can validate and confirm the Gross Media Costs during such applicable period. Client and Company agree that Without limiting the foregoing, during the Term, upon reasonable notice, Client may inspect or have its representatives inspect and audit Company’s books, records, and other documents (including, but not limited to, any copies of invoices from, and Company’s correspondence with, applicable media vendors) in order to verify compliance with the terms and conditions of this Agreement. 
5. Term and Termination. 
   1. Term. These Link Account Terms are effective unless and until they are terminated by either you or us.
   2. Termination. Either party may terminate this Agreement for any reason or no reason by providing at least thirty (30) days prior written notice to the other party. In addition, either party may suspend its performance under or terminate this Agreement immediately upon written notice at any time if: (i) the other party is in material breach of any warranty, term, condition or covenant of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of such breach; or (ii) the other party shall be adjudicated bankrupt or shall petition for or consent to any relief under any bankruptcy, reorganization, receivership, liquidation, compromise, or any moratorium statute, whether now or hereafter in effect, or shall make an assignment for the benefit of its creditors, or shall petition for the appointment of a receiver, liquidator, trustee or custodian for all or a substantial part of its assets, or if a receiver, liquidator, trustee or custodian is appointed for all or a substantial part of its assets and is not discharged within thirty (30) days after the date of such appointment. 
   3. Pending Bookings at Termination. Upon any termination of this Agreement, Company will submit to Client an accounting of all outstanding media placed on behalf of Client (including true and correct copies of all applicable invoices from media vendors). Company shall use commercially reasonable efforts to cancel all pending media buys scheduled for dates and times beyond the date of termination of this Agreement (collectively, “Pending Media Buys”). Notwithstanding the foregoing, Client acknowledges that Company may not be able to cancel all such Pending Media Buys. Accordingly, in the event that Client terminates this Agreement pursuant to this Section 5 Client agrees that it will remain solely responsible for all fees and charges associated with any and all Pending Media Buys that Company is not able to cancel using reasonable efforts and provides evidence in the form of correspondence from media vendors or other evidence reasonably satisfactory to Client that such Pending Media Buys are not capable of being cancelled. 
   4. Survival. The provisions of Sections 4, 5.c., 5.d., 6, 7, 8, 9, 10 and 11 hereof will survive the termination of this Agreement for any reason. 
6. Mutual Non-Disclosure. 
   1. As used herein, any party that provides the other party any of its Proprietary Information will be deemed the “Disclosing Party” and the recipient thereof will be deemed the “Receiving Party”. For the purposes hereof, “Proprietary Information” will mean all financial information, product and service pricing structures, business plans and strategies, processes, customer lists, contacts, sales data, analytics, software, algorithms, methods, inventions, and any other proprietary or trade secret information of the Disclosing Party provided to the Receiving Party hereunder. The Receiving Party agrees (i) to hold the Disclosing Party’s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own Proprietary Information); (ii) not to disclose any such Proprietary Information to any third person except to those of its employees, contractors, affiliates, third party service partners and vendors (collectively, “Representatives”) that need to know such Proprietary Information in connection with the Services contemplated herein, provided that such Representatives are subject to written obligations of confidentiality and non-use of Proprietary Information that are at least as protective as those set forth herein; and (iii) not use, copy, extract or summarize such Proprietary Information or any portion thereof except to evaluate internally its relationship with the Disclosing Party and/or to provide the Services contemplated herein. Without granting any right or license, the Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or the Receiving Party’s Representatives) generally available to the public; (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it by a third party without any breach of an obligation of confidentiality; or (iv) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party. The burden of proving the existence of facts that would qualify information under foregoing exceptions (i)-(iv) will rest with the Receiving Party. The Receiving Party may make disclosures as required or compelled by applicable law, regulation, the rules of any stock exchange, or a court order issued by a court of competent jurisdiction provided the Receiving Party subject to such court order (a) provides the Disclosing Party with prompt written notice of any such compelled disclosure, (b) uses diligent reasonable efforts to limit disclosure, (c) uses commercially reasonable efforts to obtain confidential treatment or a protective order in connection with the information subject to such compelled disclosure, and (d) allows the Disclosing Party to participate in any such proceeding. 
   2. Company hereby acknowledges and agrees that: (a) the Proprietary Information may contain or constitute material non-public information concerning Client and its parents, subsidiaries and affiliates (“Client Securities”) and trading in Client Securities while in possession of material non-public information or communicating that information to any other person who trades in such securities could subject Company to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10B-5 promulgated there under. In the event Client discloses any Proprietary Information, Company agrees that it and its affiliates will not trade in Client Securities while in possession of material non-public information or at all until it can do so in compliance with all applicable laws and without breach of this Agreement. 
7. Representations and Warranties; Disclaimer. 
   1. Each party represents and warrants that (i) it has full right, power and authority to enter into this Agreement and carry out its obligations hereunder; (ii) the person executing this Agreement is authorized to do so on its behalf; and (iii) the execution, delivery and performance under this Agreement does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound. 
   2. With respect to Client’s use of tracking technologies in connection with any media purchased under a Media Plan, and any data captured therefrom, Client represents and warrants that (i) it will comply with all applicable laws, rules and regulations; and (ii) it will clearly and conspicuously post notices on its website(s) and/or application(s) regarding the collection, transfer and use of data collected on such website(s) and/or application(s) by it and third parties, including appropriate choice mechanisms, in accordance with the foregoing. Company shall comply with all applicable laws, rules and regulations. 
   3. Warranty Disclaimer. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES WITH RESPECT TO ANY ASPECT OF ITS SERVICES PROVIDED HEREUNDER AND ALL OF SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY COMPANY AND WAIVED BY CLIENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 
8. Indemnification. 
   1. Client Indemnification. Client will defend, indemnify and hold Company harmless from and against any losses, liabilities, damages and expenses (including reasonable attorneys’ fees and legal costs) incurred by Company as the result of any claim, suit or proceeding brought against Company by a third party arising or resulting from (i) Client’s material breach of this Agreement or any terms, conditions, requirements or restrictions imposed by media vendors with respect to Client’s advertising and expressly agreed by Client in writing; (ii) Client’s products or services, and/or any representations or marketing claims related thereto and expressly made or approved by Client; (iii) Creative prepared or placed for Client to the extent created by Company pursuant to Client’s specific written instructions ; or (iv) any gross negligence or willful misconduct of Client in its performance of this Agreement; provided, however, that Company gives Client prompt notice of any such claims, cooperates with Client in responding to such claims, and permits Client to control the defense or settlement of such claims so far as such claims may be compromised or settled without prejudice to any rights or interests of Company. 
   2. Company Indemnification. Company will defend, indemnify and hold Client harmless from and against losses, liabilities, damages and expenses (including reasonable attorneys’ fees and legal costs) incurred by Client as a result of any claim, suit or proceeding brought against Client by a third party arising or resulting from (i) Company’s material breach of this Agreement; or (ii) any gross negligence or willful misconduct of Company in its performance of this Agreement; provided, however, Client gives Company prompt notice of any such claims, cooperates with Company in responding to such claims, and permits Company to control the defense or settlement of such claims so far as such claims may be compromised or settled without prejudice to any rights or interests of Client. 
9. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, A PARTY’S LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THIS AGREEMENT WILL IN NO EVENT EXCEED THE AMOUNT PAID TO COMPANY BY CLIENT AS COMPANY’S COMMISSIONS AND/OR PERFORMANCE BASED COMPENSATION FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. EACH PARTY ACKNOWLEDGES THAT THE FEES AND CHARGES SET FORTH HEREIN ARE DEPENDENT ON EACH PARTY’S AGREEMENT TO SUCH LIMITATIONS AND THAT WITHOUT SUCH LIMITATIONS, FEES AND CHARGES ASSESSED FOR THE SERVICES PROVIDED HEREUNDER MAY BE HIGHER. 
10. Non-Exclusivity. Client acknowledges that Company is in the business of promoting the interests of its clients with respect to advertising services. As such, nothing in this Agreement will restrict Company’s ability to represent its other clients and provide services substantially similar to or the same as the services provided hereunder to such other clients. 
11. Miscellaneous. 
    1. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided, however, that such consent shall not be required if Company assigns this Agreement in its entirety to an affiliate or to a successor entity in connection with a merger, combination or sale of all or substantially all of its assets or if Client assigns this Agreement or any rights or obligations hereunder to any affiliate or subsidiary. 
    2. Controlling Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws provisions. The sole and exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in the Borough of Manhattan in the State of New York. Both parties hereto consent to the exclusive jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by New York or federal law, as applicable. 
    3. Severability. All provisions of this Agreement will be considered as separate terms and conditions, and in the event any one will be held illegal, invalid or unenforceable, all other provisions hereof will remain in full force and effect as if any such illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case, Company and Client agree to appropriately amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. 
    4. Independent Contractors. The parties hereunder are independent contractors. Except as expressly provided herein, neither party will have any right to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other party. This Agreement is not intended, nor will it be construed as a joint venture, association, partnership or other form of a business organization or agency relationship. 
    5. Entire Agreement. This Agreement, together with all exhibits, schedules and amendments hereto, constitutes the entire agreement between Company and Client with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements between the parties concerning the subject matter hereof, whether oral or written. No waiver, modification, alteration or amendment of any of the terms and conditions hereof will be effective unless and until set forth in writing duly signed by an officer of Company and Client. 
    6. Force Majeure. Except for the obligation to make payments of any fees and charges due hereunder, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond such party’s control, including, without limitation, acts of war, terrorism, acts of God, embargo, riot, sabotage, labor shortage or dispute, governmental act, failure of the Internet or any component or operating network infrastructure thereof (each, a “Force Majeure Event”), provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses commercially reasonable efforts to promptly correct such failure or delay in performance. If Company is unable to provide Client with the Services for a period of sixty (60) consecutive days as a result of a continuing Force Majeure Event, either party may elect to terminate this Agreement. 
    7. Publicity. Any use of Client’s name and logo in connection with customer lists on its website, and in other marketing, media and investor relations materials and Company’s SEC filings must be subject to Client’s prior written approval. All references, announcements, and/or press releases with respect to Client by Company will require the prior written approval of Client. 
    8. Notice. All notices to either party shall be in writing and delivered by hand, certified mail or overnight delivery to the address set forth by Company and Client in the signature block below, or to such other address as either party shall give by notice to the other party in accordance with this Section and such shall be deemed effective upon delivery. Alternatively, the parties may, at their election, utilize electronic mail as the method of delivery of any such notice provided hereunder. Notices sent by email shall be delivered to the email addresses designated by a party during the Term and shall be deemed effective upon confirmation of delivery by a “read receipt” or other such notice of delivery generated by the applicable email system, but in any event, by reply of the recipient of such notice. 
    9. No Continuing Waiver. Any waiver by Company of any breach of any term of this Agreement will not be deemed to be a continuing waiver, but will apply solely to the instance to which such waiver is directed. 
    10. Attorney’s Fees. If any action is brought by either party arising from this Agreement, or the Services provided hereunder, the prevailing party in such action will be entitled to receive, in addition to any judgment or award, reasonable attorneys’ fees and legal costs incurred in connection with such action. 
    11. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which, taken together, will constitute one and the same instrument. This Agreement may be executed electronically, and such electronic signatures will be deemed valid and binding upon the parties and will serve in all respects as original signatures. Signatures may be delivered among and between the parties by facsimile or electronic means. Thereafter, the parties agree that an electronic copy of this Agreement may be used for any and all purposes for which an original may be used. 

Launch AI Services Agreement

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Launch AI terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

1. SERVICES 

1.1 Statements of Work.  Launch AI and Customer may execute statements of work that describe the specific services to be performed by Launch AI (as executed by the parties, a “Statement of Work”).  Each Statement of Work will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein.  A Statement of Work may be amended only by written agreement of the parties.  

1.2 Performance of Services.  Launch AI will perform the services specified in each Statement of Work (the “Services”) in accordance with the terms and conditions of this Agreement and of each Statement of Work.  

1.3 Customer Responsibilities.  In connection with each Statement of Work, Customer will: (i) provide qualified personnel who are capable of performing Customer’s duties and tasks under the Statement of Work; (ii) provide Launch AI with access to necessary systems and resources as otherwise reasonably required by Launch AI to perform Services; (iii) perform Customer’s duties and tasks under the Statement of Work, and such other duties and tasks as may be reasonably required to permit Launch AI to perform the Services.  Customer will also make available to Launch AI any data, information and any other materials required or requested by Launch AI to perform Services, including, but not limited to, any data, information or materials specifically identified in the Statement of Work (collectively, “Customer Materials”). Customer will be responsible for ensuring that all such Customer Materials are accurate and complete.  

1.4 Designated Contacts.  Each party will designate in each Statement of Work one or more individuals who will serve as the point(s) of contact between the parties for all matters relating to Services to be performed thereunder.  A party may designate new contacts by written notice to the other party.  

1.5 Relationship of the Parties.  Launch AI is performing Services as an independent contractor and nothing in this Agreement will be construed as establishing an employment, agency, partnership or joint venture relationship between Customer and Launch AI or any Launch AI personnel.  Launch AI has no authority to bind Customer by contract or otherwise.  Launch AI acknowledges and agrees that its personnel are not eligible for or entitled to receive any compensation, benefits or other incidents of employment that Customer makes available to its employees.  Launch AI is solely responsible for all taxes, expenses, withholdings and other similar statutory obligations arising out of the relationship between Launch AI and its personnel and the performance of Services by such personnel.

1.6 Compliance with Laws. Customer agrees to use the Services in accordance with all applicable federal, state, and local laws and regulations, industry standards including, without limitation, the CTIA Messaging Principles and Best Practices, and policies of telecommunications service providers providing communications resources to Launch AI.  Without limiting the generality of the foregoing, Customer will use the Services in compliance with the Telephone Consumer Protection Act of 1991 (“TCPA”) and all regulations implementing the TCPA, other teleservices laws and regulations, and privacy and data security laws and regulations. Although the Services may provide skip tracing data, communication templates, advice and recommendations, and other features, Customer bears sole responsibility for compliance with applicable laws and regulations and sole liability for any and all communications sent using the Services. Customer represents and warrants that it has all necessary rights under law to provide the Customer Materials to Launch AI, and for Launch AI to utilize such Customer Materials, as contemplated by this Agreement and the Statements of Work. Launch AI reserves the right, but not the obligation, to monitor and audit Customer’s use of the Services and the Customer Materials for compliance with applicable laws, regulations, and industry standards and this Agreement, and Customer will reasonably and timely cooperate with any such monitoring and auditing. 

1.7 Access and Security. The Services may be accessed by Customer through its employees, agents, or representatives that are authorized by Customer.  Customer shall ensure that only authorized individuals will have access to the Services.  Customer shall promptly inform Launch AI of any unauthorized access to the Services or the loss or theft of its access credentials.  Customer is responsible for all access and use of the Services using Customer’s access credentials regardless of whether such access and use was authorized by Customer.  Customer shall be responsible, and liable to Launch AI, for any security breaches by Customer, its employees, agents, representatives, or any person using Customer’s access credentials.

2. PAYMENT 

2.1 Fees and Expenses.  For Launch AI’s performance of Services, Customer will pay Launch AI fees calculated in accordance with the terms set forth in the applicable Statement of Work. For purposes of calculating fees based upon usage of Services, Launch AI’s system will serve as the system of record. 

2.2 Payment Terms.  Launch AI will invoice Customer in accordance with the schedule specified in the Statement of Work.  If no schedule is specified, Launch AI will invoice Customer on a monthly basis for all applicable fees and expenses based on Services performed by Launch AI during the preceding month.  Customer will pay each such invoice no later than thirty (30) days after Customer’s receipt thereof.  Any invoice not paid within such thirty (30) day period will accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is lower. All fees paid to Launch AI are non-refundable. In addition to other remedies available to it under this Agreement or law, Launch AI may suspend Services with or without notice if Customer does not timely pay fees when due until such fees are paid in full including any accrued interest.

2.3 Disputes. If Customer disputes the calculation of a fee, Customer must provide detailed written notice of such dispute to Launch AI no more than thirty (30) days after Customer’s receipt of the invoice relating thereto. The parties will work in good faith to promptly resolve the dispute. If the parties are unable to resolve the dispute after fifteen (15) days, the parties will elevate the dispute to a senior executive officer within each party’s organization for resolution. If the parties are unable to resolve the dispute after fifteen (15) additional days, the parties will mutually select an independent third party to resolve the dispute and will abide by the decision of the independent third party. Payment of the disputed fee amount will not be due until ten (10) days after resolution of the dispute.   

2.3 Taxes.  All fees, expenses and other amounts payable to Launch AI hereunder do not include any sales, use, value added or other applicable taxes, tariffs or duties, payment of which will be the sole responsibility of Customer (excluding any taxes based on Launch AI’s net income).  Customer will promptly reimburse Launch AI for any such amounts that Launch AI pays on Customer’s behalf.  

3. OWNERSHIP 

3.1 Launch AI Use of Customer IP. All right, title, and interest in and to all Customer products, services and intellectual property rights therein, and any enhancements, derivative works or improvements thereto are and shall remain exclusively with Customer, its licensors, and their respective successors and assigns.  Launch AI is not granted any ownership right, title or interest whatsoever in any Customer products, services, other Confidential Information (as defined below) of Customer, or any intellectual property rights associated with any of the foregoing.  Launch AI shall not use the copyrights, domain names, trademarks, trade names, service marks, logos, or other proprietary intellectual property associated with the Customer or any Customer product or service without the express written consent of the Customer.  Launch AI shall not register, attempt to register, or assist anyone else in registering any copyright, domain name, trademark, trade name, service mark, logo, or other proprietary rights associated with the Customer or any Customer product or service. Notwithstanding the foregoing, Customer grants to Launch AI a limited, irrevocable, royalty free, worldwide, non-exclusive, transferable, assignable, and sublicensable license to access, use, copy, perform, reproduce, display, and distribute, including to create derivative works or incorporate into other works, the Customer Materials as reasonably necessary for the provision and improvement of the Services, including without limitation for conducting research, development, monitoring, and other day-to-day business activities.  Further, the Customer authorizes Launch AI to use the Customer’s name, logos and trademarks in Launch AI’s promotional materials, website, and for publicity purposes until such right is revoked.  The Customer can revoke this limited right to use in the foregoing sentence at any time upon written notice and Launch AI will implement such revocation within thirty (30) days after receipt. 

3.2 Customer use of Launch AI IP.  The Customer shall not use the copyrights, domain names, trademarks, trade names, service marks, logos, or other proprietary intellectual property associated with Launch AI, any Services, or any other Launch AI product or service without the express written consent of Launch AI.  The Customer shall not register, attempt to register, or assist anyone else in registering any copyright, domain name, trademark, trade name, service mark, logo, or other proprietary intellectual property associated with Launch AI or its Services.  Subject to the terms and conditions of this Agreement, Launch AI grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable, non-assignable license to access and use the Services during the Term of the appropriate Statement of Work. Customer’s license and use of the Services is permitted solely for the purpose of identifying and communicating with individuals or businesses regarding the products, services, or mission of Customer’s organization or of Customer’s partner organization(s).

3.3 Freedom of Action.  Nothing in this Agreement will be deemed to restrict or limit Launch AI’s right to perform similar services for any other person or to assign any employees or subcontractors to perform similar services for any other person provided that the parties comply with their obligations under Section 4 with respect to Confidential Information.  

3.4 Reservation of Rights.  Launch AI reserves all rights not expressly granted to Customer in this Agreement.  Except as expressly stated, nothing herein shall be construed to directly or indirectly grant to a receiving party any title to or ownership of a providing party’s intellectual property rights in services or materials furnished by such providing party hereunder.  

3.5 Restrictions on Use of Services. Customer shall not, and shall not permit any person to: (i) modify or create any derivative works of the Services; (ii) modify the Services or reverse assemble, disassemble, decompile, engineer, or otherwise attempt to derive source code from the Services; (iii) access or use the Services for any unlawful or illegal purpose; (iv) inject or contaminate the Services with malware, viruses, trojan horses, or other malicious code; or (v) provide access to or use of the Services on any computer network or allow concurrent use thereof by more than one individual per access credential without the prior written consent of Launch AI.

3.6 Usage Data. Customer acknowledges that Launch AI may obtain certain usage, technical, and statistical data regarding Customer’s use of the Services and that such usage, technical, and statistical data is the sole property of Launch AI and is not Customer Materials or Customer’s Confidential Information. Launch AI may use and disclose such usage, technical, and statistical data without restriction.

3.7 Feedback. If Customer provides any ideas, suggestions, or recommendations regarding the Services (“Feedback”), Launch AI will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind and without compensation or notice to Customer.  By providing Feedback, Customer grants Launch AI a worldwide, perpetual, irrevocable, transferable, assignable, sublicensable, fully-paid and royalty-free license to use and exploit in any manner such Feedback. 

4. CONFIDENTIAL INFORMATION 

4.1 Confidential Information.  “Confidential Information” means: (i) Customer Materials; (ii) any business or technical information that a party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure; and (iii) any information that, due to its nature or under the circumstances of its disclosure, the receiving party knows or has reason to know should be treated as confidential or proprietary.  

4.2 Exclusions.  Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received by the receiving party from a third party, who has the right to provide such information and who provides it without restrictions on use or disclosure.  

4.3 Use and Disclosure Restrictions.  Except as otherwise permitted by this Agreement, each party will not use any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement.  Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance.  The foregoing obligations will not restrict either party from disclosing such Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice (to the extent permitted by law) to the other party to contest such order or requirement and provides, at the disclosing party’s cost, as reasonable assistance requested by the disclosing partys to context such order or requirement; (ii) to its legal or financial advisors who are subject to an obligation of confidentiality; (iii) as required under applicable securities regulations;  (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party; and, (v) when Launch AI is the receiving party, as reasonably necessary to fulfill requests from telecommunications service providers or governmental or self-regulatory bodies regulating the telecommunications industry or the conduct of communications with consumers. Notwithstanding any provision to the contrary, Launch AI is not required to provide notice of requests fulfilled under clause 4.3(v).  

4.4 Disclosures to Third-Party Partners. Customer agrees that if Customer or its representatives direct or instruct Launch AI to disclose or transmit data or information to/from a third-party entity, including email service providers, data sources, or other Customer contractors (such entities “Third-Party Partners”), that Launch AI is not responsible for the privacy, security, or integrity of such data or information, and the treatment of such data or information shall be governed by Customer’s relationship or agreement with such Third-Party Partner. If access credentials are required to facilitate data transfers to/from a Third-Party Partner, Customer will obtain and provide to Launch AI such necessary access credentials. Customer acknowledges and agrees that Third-Party Partners are not sub-processors or sub-contractors of Launch AI, and Launch AI assumes no responsibility or liability for the acts or omissions of Third-Party Partners. 

4.5 Remedies. The receiving party acknowledges that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain.  Accordingly, the receiving party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of the receiving party’s confidentiality obligations, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

5. WARRANTY 

5.1 Services Warranty.  Launch AI warrants that during the Agreement Term, the Services will substantially conform with the relevant Statement of Work and will be free of material defects. Launch AI does not make any representations or warranties that the functions performed by the Services will meet Customer’s requirements, that the operation of the Services will be uninterrupted or error free, or that all defects in the Services will be corrected.  

5.2 Warranty Disclaimers.  THE EXPRESS WARRANTIES IN SECTION 5.1 ARE IN LIEU OF, AND Launch AI DISCLAIMS, ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.  NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM Launch AI SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

5.3 Mutual Representations and Warranties. Each party represents and warrants to the other party that such party has the legal power to enter into this Agreement, that the signatory hereto has the authority to bind the applicable party, and this Agreement will constitute a legal, valid, and binding obligation of each party in accordance with its terms.

6. INDEMNIFICATION.  

6.1 Launch AI Indemnification. Launch AI will defend, indemnify, and hold Customer and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents harmless from and against any and all claims, governmental investigations, demands, actions, and proceedings, real or threatened, and all losses, judgments, awards, settlements, damages, fines, injuries, penalties, and costs (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of or related to an allegation that the Services as licensed hereunder infringe a third-party’s intellectual property rights (an “IP Claim”). In the event of an IP Claim, Launch AI may, in Launch AI’s sole discretion and at no cost to Customer: (i) modify the Services so that they are no longer infringing; (ii) obtain a license for Customer’s continued use of the Services in accordance with this Agreement; or (iii) if neither of the foregoing is commercially practicable despite Launch AI using all commercially reasonable efforts and if Customer is not permitted to continue using the Services, then this Agreement and corresponding Statement of Work will terminate with respect to such infringing Service, and Customer shall be entitled to recover from Launch AI an amount equal to a pro-rated portion of the prepaid but unused fees for the Service. Launch AI will have no liability or responsibility to indemnify Customer with respect to any IP Claim based upon: (a) any service, information, component, or application provided or made available by Customer or any other person; (b) any modification of the Service by Customer, or any other person other than Launch AI or its authorized agents; or (c) Customer’s continuance of allegedly infringing activity after being notified thereof, or after being notified of modifications that would have avoided the alleged infringement. 

6.2 Customer Indemnification. Customer will defend, indemnify, and hold Launch AI and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents harmless from and against any and all Losses arising out of or related to (i) any breach or alleged breach of this Agreement, including the Statements of Work, by Customer; (ii) Customer’s use of the Services or information obtained therefrom (including without limitation Customer’s transmission or receipt of communications via the Services); (iii) actions taken by Customer or third parties utilizing Customer’s access credentials for the Services; or (iv) Customer’s gross negligence or willful misconduct.

6.3 Indemnification Procedure. The party seeking indemnification (the “Indemnified Party”) will give prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim for which indemnification is sought under this Agreement. Failure to give such notice will not relieve the Indemnifying Party of its obligation to provide indemnification except to the extent that such failure materially adversely affects the ability of the Indemnifying Party to defend the applicable claim. The Indemnifying Party may elect to assume the defense and control of any such claim at its own cost and expense and the Indemnified Party will have the right to be represented by its own counsel at its own cost in such matters. The Indemnifying Party will use counsel reasonably acceptable to the Indemnified Party. Neither the Indemnifying Party, nor the Indemnified Party, will settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other party, including the payment of money, without the prior written consent of the other party, which will not be unreasonably withheld, conditioned, or delayed. Each party will reasonably cooperate with the other party and its counsel in the course of defense of any claim. 

7. LIMITATION OF LIABILITY. 

7.1 Exceptions. Launch AI will have no liability to Customer (or any other person) to the extent that such liability arises from or relates to: (i) Customer’s non-compliance with this Agreement, the relevant Statement of Work, the relevant Services documentation, or Launch AI’s instructions, procedures, or other specifications; (ii) Customer’s use of software or equipment that is incompatible with the Services; (iii) any corruption of, damage to, or loss of software or data if the same could have been avoided by Customer’s implementation of a regular backup system; (iv) a computer virus, worm, trojan, or other malicious code, not introduced by Launch AI, affecting the operation of the Services; (v) intrusion of a third party into Launch AI’s or Customer’s computer system affecting the operation of the Services; (vi) a network failure rendering the Services inaccessible; (vii) an incident concerning Customer’s technical infrastructure; or (viii) data received by Launch AI from third parties. 

7.2 LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR THE LIKE) ARISING FROM OR RELATING TO THIS AGREEMENT, ANY STATEMENT OF WORK, OR ANY DOCUMENTATION, OR THE USE OR INABILITY TO USE THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Launch AI’S TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT AND ANY STATEMENT OF WORK ENTERED INTO UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID TO Launch AI BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM(S) GIVING RISE TO SUCH LIABILITY, IT BEING SPECIFIED THAT IF ONE OR MORE CLAIMS GENERATE THE SAME DAMAGE OR LOSS, ALL SUCH CLAIMS ARE DEEMED A SINGLE CLAIM. 

8. NON-SOLICITATION.  

During the term of this Agreement and for a period of twelve (12) months thereafter, Customer will not recruit or otherwise solicit for employment or engagement as a contractor any Launch AI employees or subcontractors without Launch AI’s express prior written approval.  A general public advertisement of employment opportunities will not be considered to violate this Section so long as Customer terminates recruitment or solicitation activities upon having actual or constructive knowledge of such person’s employment or contractor relationship with Launch AI.

9. TERM AND TERMINATION 

9.1 Term.  This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will terminate sixty (60) days after the expiration or termination of the last Statement of Work issued hereunder.  Except as provided in Section 9.2, this Agreement may not be terminated while a Statement of Work remains in effect.  

9.2 Termination.  Either party may terminate this Agreement (including all Statements of Work) (i) for convenience with ninety (90) days advance written notice, or (ii) immediately upon written notice if the other party breaches any material term of this Agreement or Statement of Work and fails to cure such breach within thirty (30) days after receipt of written notice thereof. Further, Launch AI may terminate this Agreement (including all Statements of Work) immediately upon written notice if (a) Launch AI determines in its sole discretion that Customer has violated, is violating, or likely will violate applicable laws and regulations or industry standards in connection with its use of the Services; (b) Customer fails to pay fees when due; or (c) Customer engages in an assignment for the benefit of its creditors, files a bankruptcy petition, or has a bankruptcy petition filed against it. 

9.3 Effect of Termination.  Upon the expiration or termination of this Agreement: (i) Launch AI will promptly return to Customer all Customer Materials or destroy such Customer Materials if return is impractical; (ii) each party will promptly return to the other party or destroy with certification all Confidential Information of the other party in its possession or control; and (iii) Customer will, within thirty (30) days after receipt of Launch AI’s invoice, pay all accrued and unpaid fees and expenses.  Notwithstanding the foregoing, Launch AI may retain Customer Materials or Customer’s Confidential Information that (i) Launch AI determines it is advisable to retain to comply or prove compliance with laws and regulations applicable to it, (ii) is stored in an automatic archive or backup system which will be automatically deleted in the ordinary course of Launch AI’s business, or (iii) Launch AI determines is reasonably necessary to prosecute or defend legal claims. Any Customer Materials or Customer Confidential Information retained by Launch AI in accordance with the foregoing sentence will remain subject to the terms of this Agreement related to the security thereof.

9.4 Survival.  The rights and obligations of the parties contained in Sections 2, 3, 4, 6, 7, 8, 9.3, 9.4 and 10 will survive the expiration or termination of this Agreement or any Statement of Work.  

10. GENERAL 

10.1 Assignment.  Customer may not assign this Agreement without Launch AI’s prior written consent which will not be unreasonably withheld, except that Customer may assign this Agreement, with prompt written notice but without Launch AI’s consent, to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger or acquisition or the sale of all or substantially all of Customer’s assets.  Launch AI may assign this Agreement and/or any Statement of Work at any time and will provide written notice to Customer promptly following such assignment. No provision of this Agreement shall restrict Launch AI’s ability to use subcontractors in the performance of its obligations hereunder. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.  

10.2 No Election of Remedies.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.  

10.3 Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Florida, excluding its body of law controlling conflict of laws.  Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Hillsborough County, Florida and the parties irrevocably consent to the personal jurisdiction thereof and venue therein.

10.4 Severability.  If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.  

10.5 Notices.  Any written notice to be provided in accordance with this Agreement must be provided by personal delivery, nationally recognized overnight courier (e.g., Federal Express, United Parcel Service, DHL), or United States certified/registered mail, postage prepaid, to the address identified for the applicable party identified above (“Notice Address”). Further, Launch AI may provide written notices to Customer at the email address(es) for Customer in Launch AI’s records. Notices by personal delivery, courier, or mail will be deemed effective upon delivery or refused delivery. Notices by email will be deemed effective upon receipt by the recipient. A party may update its Notice Address by providing written notice to the other party at least seven (7) days prior to the new Notice Address becoming effective.

10.6 Waiver.  The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. A waiver is only effective if in writing and executed by the party against whom the waiver is asserted.  

10.7 Entire Agreement.  This Agreement (including the Statements of Work) set(s) forth the entire understanding between the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussion, negotiations, letters, proposals, agreements, and understandings between the parties with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified, or supplemented only in a writing duly executed by an authorized representative of all parties. Notwithstanding any inconsistent or additional terms and conditions which may be contained in a purchase order, invoice, voucher, or other similar document issued by either party, such document will be for the issuing party’s internal purposes only and the terms and conditions of this Agreement will prevail. Therefore, even if such document is acknowledged or accepted by the receiving party and regardless of any statement to the contrary which may be contained therein, the inconsistent or additional terms and conditions of such purchase order, invoice, voucher or other similar document will have no force or effect on this Agreement.  In the event of a conflict, the terms and conditions of each Statement of Work will take precedence over the terms and conditions of this Agreement.  

10.8 Force Majeure.  Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, epidemic/pandemic, utility outages, acts of God or governmental action.  

10.9 Export Laws and International Privacy. Customer agrees to fully comply with all United States and other applicable export laws and regulations. Customer is not permitted to use the Services in connection with the processing of personal data of an EU, EEA, UK, or Swiss data subject or of any person located outside the United States of America.

10.10 Interpretation. This Agreement is the result of careful negotiations between sophisticated parties and thus any principle of construction or rule of law that provides that an agreement will be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement will not apply to the terms and conditions of this Agreement.

10.11 Counterparts.  This Agreement may be executed in counterparts, including via facsimile or electronic signature, and each of which will be deemed an original, but all of which together will constitute one and the same instrument.