Direqt Platform Agreement

‍This Platform Agreement (“Agreement”) is effective as of the date of execution of the first Order Form (“Effective Date”) by and between Direqt Inc. (“Direqt”), and the Client identified on the Order Form (“Client”), for the provisions of services in accordance with the following terms and conditions.

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UPON EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR, BY OTHERWISE ACCEPTING THIS AGREEMENT, CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement, Direqt is not willing to grant any right to use or access the Platform to you. When used herein the term “Agreement” includes the body of this Agreement, all Order Forms, and all addendums, exhibits, and attachments hereto or referenced herein. In the event of a conflict between the body of this Agreement and an Order Form, addendum, exhibit, schedule, or other attachment, the body of this Agreement shall govern, subject to the terms of the Data Processing Addendum (“DPA”). Direqt and Client may be referred to in this Agreement individually as a “Party” and together as the “Parties.” For purposes of this Agreement, “Order Form” means one or more duly signed and executed Direqt subscription order forms which reference this Agreement and all Order Forms are hereby incorporated herein.

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IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, DEVELOPER, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERM “CLIENT” SHALL HEREAFTER REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU ARE HEREBY NOT PERMITTED AND MAY NOT USE THE PLATFORM (OR ANY OTHER TECHNOLOGY, SERVICES, CONTENT, OR PRODUCTS OFFERED BY DIREQT) IN ANY MANNER.

1. Term. The term of this Agreement shall commence on the earlier of the Effective Date or Client’s first use of the Platform and continue in full force until the expiration or termination of all outstanding Order Forms in accordance with the subscription period set forth on the relevant Order Form (the “Term”).

2. Access to Platform. 

1. 1. Access Grant. Subject to the terms and conditions of this Agreement, Direqt grants to Client a non-exclusive, non-transferable, non-sublicensable, limited subscription license for Client and its End Users to access and use Direqt’s  advertising hosted application, and chatbot developer platform, as identified on one or more Order Forms (collectively, the “Platform”) and Documentation (defined below) solely for Client’s messaging and advertisement serving business purposes, during the subscription term identified on the Order Form. Client’s authorized use of the Platform shall be subject to the purposes set forth on the Order Form.

1. 2. End Users. For purposes of this Agreement, “End Users” means Client’s employees, developers, contractors, and representatives who are authorized to access the Platform on Client’s behalf, and for which Client will remain liable and responsible. Each End User must complete the then-current Direqt registration process by providing Direqt with current, complete, and accurate information. Client and its End Users are solely responsible for protecting End User account credentials, including passwords, and take full responsibility for any and all use of Client accounts and activities that occur under Client accounts. Client will notify Direqt immediately upon learning of any unauthorized use of a Client account or any other breach of security related to the Direqt Platform or a Client account. By registering for an account, each End User will be subject to the Direct Direqt’s Privacy Policy (located at https://www.direqt.ai/privacy) and Direqt’s DPA (located at https://www.direqt.ai/dpa), provided that in the event of a direct conflict between the foregoing and this Agreement, this Agreement shall govern.

1. 3. Third-Party Materials. The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). Direqt is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof, or any chatbot communications carried out on third party websites. Direqt does not assume and will not have any liability or responsibility to Client or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to Client and Client and its End Users access and use them entirely at Client’s risk and subject to such third parties’ terms and conditions. In particular, Direqt is not responsible for the use or functionality of any chatbot communications carried out on third party websites. Chatbot communications hosted on third party websites shall be governed by the terms and policies of websites hosting the relevant extension of the Direqt Platform.
      

3. Restrictions. Client and its End Users may only use the Platform as described in this Agreement and in the then-current documentation made generally available by Direqt to its customers regarding the Platform (the “Documentation”). Client is responsible for ensuring its End Users comply with all relevant terms of this Agreement and any failure to comply will constitute a breach by Client. Except as expressly authorized by this Agreement, Client will not, and will not allow any End User or other third party to, (i) decompile, disassemble, modify, translate, distribute, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Platform, except to the extent expressly permitted by applicable law, (ii) rent or lease any rights in the Platform in any form to any person, (iii) use the Platform or any Direqt Confidential Information to develop a competing product or service, (iv) use the Platform, or allow the transfer, transmission, export, or re-export of the Platform or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency, or (v) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Documentation or Platform, including any screen displays, or any other products or materials provided by Direqt hereunder. Under no circumstances will Direqt be liable or responsible for any use, or any results obtained by the use, of the Platform in conjunction with any services, software, or hardware that are not provided by Direqt. All such use will be at Client’s sole risk and liability.

4. Subsequent Versions or New Offerings. If, during the Term, Direqt makes available to its customers generally any future update, version, or release of the Platform, Direqt shall provide the update, version, or release to Client at no additional charge. For the avoidance of doubt, Direqt may charge additional fees for functions, features, or modules not included in the version of the Platform marketed by Direqt and provided to Client as of the Effective Date of this Agreement.

5. Telephone and Email Support. During the Term, Direqt will provide Client with support during Direqt’s then current business hours. Direqt’s support staff may log in to the Platform under a Client End User account in order to maintain or improve service, including to provide Client and its End Users with assistance with technical or billing issues. Direqt will use commercially reasonable efforts to correct reproducible failures of the Platform to perform in substantial accordance with its then current Documentation.

6. Revenue Sharing Terms and Other Expenses.

• 6.4 Revenue Sharing Terms. The Parties will share in the revenue generated by or in connection with the Platform, including any advertising served to Client’s customers through the Platform (“Revenue Sharing”). The Parties shall agree on specific Revenue Sharing terms which shall be set forth in the applicable Order Form or the relevant Revenue Sharing agreement entered into between the Parties.
• 6.5 Taxes. Client shall be responsible for those sales, use, and similar taxes associated with its use of the Platform and any Revenue Sharing received by Client, excluding taxes based on Direqt’s real property, personal property, income, personnel, or similar taxes not directly based on Client’s use of or access to the Platform or participation in Revenue Sharing.
  
• 6.6 Mobile Operator Fees and Terms. Client acknowledges and agrees that the operation of the Platform, Client’s authorized use of the Platform under this Agreement, and the term of any Order Form hereunder are subject to and dependent on Direqt’s business arrangements with various mobile network operators (also known as a mobile network carriers, wireless carriers, or wireless service providers) (each, a “Mobile Operator”) and the terms and conditions required by such Mobile Operators. In the event any Mobile Operator modifies its business arrangements with Direqt, modifies any terms applicable to Direqt customers generally, or initiates any fees, charges, or expenses in connection with the Platform and Client’s use thereof, Client agrees that Direqt may pass those fees, charges, or expenses through to Client, and Client shall reimburse Direqt for such fees, charges, or expenses within thirty (30) days of invoice from Direqt, and that Client will otherwise comply with any other terms and conditions imposed by such Mobile Operators from time to time. Additionally, with respect to the Platform and any Mobile Operator services provided through or in connection with the Platform (each, a “Mobile Operator Service”), Client represents and warrants that it will not, and will not permit any third party to, (i) use the Platform or any Mobile Operator Service in any fraudulent or illegal manner, or (ii) send, transmit, upload, or submit any messages to the Platform or any Mobile Operator Services (a) without obtaining all required opt-ins, consents, and authorizations, (b) which encourage, directly or indirect, any calling or sending of messages to a premium rate phone number, (c) which exceeds any messaging thresholds, limits, or other Mobile Operator agreements, or (d) which are unlawful, fraudulent, or in violation of any applicable law, regulation, binding code of practice, rule, order, or requirement of any governmental authority or agency.
• 6.7 Other Direqt Products and Services. All other Direqt products and services requested by Client shall be provided upon mutual agreement of the Parties and shall be subject to Client’s payment of Direqt’s then-current fees and expenses.

7. Client Responsibilities. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Platform, including modems, hardware, servers, software, operating systems, networking, connectivity, web servers, and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client’s login information, passwords, and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
   
8. Advertising Terms. In addition to the terms and conditions hereunder, Client’s use of the Platform is subject to Direqt’s standard advertising terms, as provided or made available to Client in writing from time to time. Direqt may change or update its standard advertising terms from time to time in its sole discretion and with notice to Client. 
   
9. Representations and Warranties.
   • 9.8 Direqt Warranty. Direqt represents and warrants that (i) it has the full power, capacity, and authority to enter into and perform this Agreement and to make the grant of rights contained herein, and (ii) its performance of this Agreement shall not violate or conflict with any applicable law or any agreement to which Direqt is a party.
   • 9.9 Client’s Warranty. Client represents and warrants that (i) it has the full power, capacity, and authority to enter into and perform this Agreement and to make the grant of rights contained herein, (ii) Client’s performance of this Agreement and use of the Platform shall not violate or conflict with any agreement to which Client is a party, (iii) Client’s use of the Platform, and all Client Data in connection therewith, shall strictly comply with all applicable law, including all consumer privacy and protection laws and regulations including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the Delaware Telemarketing Fraud Act, and all laws and regulations relating to electronic communications, advertising, telemarketing, and RCS and SMS messaging (collectively, “Telemarketing Law”); (iv) it shall obtain all applicable consents, authorizations, registrations, licenses, and permissions required by applicable law, including under Telemarketing Law, to use the Platform and communicate with consumers and other third parties through and in connection with the Platform, including through the creation and enablement of chatbots on and through the Platform; and (v) it has and shall read, understand, and agree to comply with any governing policies or terms of use controlling Third-Party Material accessed or used in connection with the Platform, including third party websites where chatbot communications occur.
   • 9.10 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, DIREQT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. DIREQT EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR COMPLIANCE WITH TELEMARKETING LAW AND ALL SUCH COMPLIANCE OBLIGATIONS ARE THE SOLE AND EXCLUSIVE RESPONSIBILITY OF CLIENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DIREQT OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE ANY OTHER WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF DIREQT’S OBLIGATIONS HEREUNDER. DIREQT IS NOT RESPONSIBLE FOR ANY CLIENT USE OR FUNCTIONALITY OF THE CHATBOT NETWORK, OR ANY CHATBOT COMMUNICATIONS. BY USING OUR PLATFORM, CLIENT AGREES TO REMAIN RESPONSIBLE FOR ITS CHATBOTS AND ITS CHATBOTS’ CONTENT AND CLIENT WILL INDEMNIFY DIREQT AND ITS AFFILIATES FROM ANY AND ALL CLAIMS ATTRIBUTABLE TO CLIENT OR ITS END USERS’ OR ITS CHATBOT’S CONTENT WHILE INTERACTING WITH THE PLATFORM, TO THE FULLEST EXTENT PERMITTED BY LAW. IF DIREQT RECEIVES A COPYRIGHT OR OTHER INFRINGEMENT COMPLAINT, OR OTHERWISE HAS A GOOD FAITH BELIEF THAT A CHATBOT POSES A RISK OF HARM TO DIREQT, THE PLATFORM, OR DIREQT CUSTOMERS, DIREQT RESERVE THE RIGHT TO REMOVE ANY CHATBOTS FROM THE DIRECTORY OR DISCONTINUE THE PROMOTION OF ANY CHATBOT AT ANY TIME.

10. Confidentiality; Proprietary Rights.
    • 10.11 Confidential Information. Each Party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Direqt includes non-public information regarding features, functionality, and performance of the Platform. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of services, provision of the Platform, or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Confidential Information of the Disclosing Party, or (e) is required to be disclosed by law, provided such disclosure is made in accordance with Section 10.6 (Compelled Disclosures).
    • 10.12 Client Data. As between Client and Direqt, Client shall own all right, title, and interest in and to the data Client loads into the Platform (“Client Data”). Subject to the DPA, Client grants Direqt a non-exclusive, world-wide, royalty-free license to use Client Data to perform this Agreement. Client will be responsible for obtaining all rights, permissions, and authorizations to provide the Client Data to Direqt for use in the Platform.
      
    • 10.13 Ownership. Direqt shall own and retain all right, title and interest in and to (i) the Platform, all improvements, enhancements, customizations, configurations, or modifications thereto, (ii) any software, applications, inventions, or other technology developed in connection with the Platform or support services, (iii) any and all ideas, processes, techniques, designs, architecture, and “know-how” embodying the Platform, (vi) the Documentation, and (v) all intellectual property rights related to any of the foregoing. Under no circumstances will Client be deemed to receive title to any portion of the Platform, title to which at all times will vest exclusively in Direqt. This is not a “work made for hire” agreement, as that term is defined in Section 101 of Title 17 of the United States Code. Client will preserve the Platform from any liens, encumbrances, and claims of any individual or entity. Client will not use any Direqt Confidential Information to contest the validity of any intellectual property rights of Direqt or its licensors. Any such use of Direqt’s Confidential Information will constitute a material, non-curable breach of this Agreement.
    • 10.14 Usage Data. Notwithstanding anything in this Agreement to the contrary, to the extent permitted by applicable law, Direqt shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Platform and related systems and technologies (including information concerning Client Data and data derived therefrom), and Direqt will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Platform and for other development, diagnostic, and corrective purposes in connection with the Platform and other Direqt offerings, and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
    • 10.15 Feedback. Client may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Direqt with respect to the Platform and related services. Feedback is voluntary and Direqt is not required to hold it in confidence. Direqt may use Feedback for any purpose without obligation or restrictions of any kind. To the extent a license is required under Client’s intellectual property rights to make use of the Feedback, Client hereby grants Direqt an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Direqt’s business, including the enhancement of Direqt’s products and services.
    • 10.16 Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information in accordance with such law or order or requirement, subject to the following conditions: as soon as possible after becoming aware of such law, order, or requirement and prior to disclosing Confidential Information pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose, or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information so disclosed.
      
    • 10.16 Return of Client Data. Within a reasonable time after expiration or termination of this Agreement for any reason, Direqt will make all Client Data available to Client for electronic retrieval for a period of sixty (60) days.
    • 10.18 Non-Exclusive Equitable Remedy. Each Party acknowledges and agrees that due to the unique nature of Confidential Information there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach may allow a Party or third parties to unfairly compete with the other Party resulting in irreparable harm to such Party, and therefore, that upon any such breach or any threat thereof, each Party will be entitled to appropriate equitable remedies, and may seek injunctive relief from a court of competent jurisdiction without the necessity of proving actual loss, in addition to whatever remedies either of them might have at law or equity. Any breach of this Section 10 (Confidentiality; Proprietary Rights) will constitute a material breach of this Agreement and be grounds for immediate termination of this Agreement in the exclusive discretion of the non-breaching Party.

11. Security. Consistent with any law or regulation applicable to the Platform and Direqt’s then current practices and procedures, Direqt will maintain and enforce administrative, technical, and physical safeguards designed to reasonably protect Customer’s Confidential Information and the Client Data from unlawful unauthorized access or disclosure. Direqt will promptly report to Client any compromise of security that it becomes aware of and confirms with regard to Client Data.

12. Indemnification
    
    • 12.1 By Direqt. Direqt agrees to defend, indemnify, and hold harmless Client and its directors, officers, agents, employees, members, subsidiaries, and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including attorneys’ fees, experts’ fees, and court costs, arising out of any claim by a third party (each a “Claim”) that Client’s authorized use of the Platform infringes that third party’s United States patent, copyright, trade secret right. Client shall: (i) give Direqt prompt written notice of such Claim; and (ii) allow Direqt to control, and fully cooperate with Direqt (at Direqt’s sole expense) in, the defense and all related negotiations. Direqt shall not enter into any stipulated judgment or settlement that purports to bind Client without Client’s express written authorization, which shall not be unreasonably withheld or delayed. If, due to a claim of infringement, the Platform is held by a court of competent jurisdiction to be or is believed by Direqt to be infringing, Direqt may, at its option and in its sole discretion, (a) replace or modify the Platform to make it non-infringing provided that such modification or replacement contains substantially similar features and functionality, or (b) procure for Client the right to continue using the Platform pursuant to this Agreement. If neither of these remedies is reasonably available to Direqt, Direqt may, in its sole discretion, immediately terminate this Agreement and return the prorated portion of any pre-paid, unused fees for the relevant Platform. The provisions of this Section state the sole and exclusive obligations and liability of Direqt and Client’s sole and exclusive remedy, for any claim of intellectual property infringement arising out of or relating to the Platform or this Agreement, and are in lieu of any implied warranties of non-infringement and title, all of which are expressly disclaimed.
    • 12.2 By Client. Client agrees to defend, indemnify, and hold harmless Direqt and its directors, officers, agents, employees, members, affiliates, and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including attorneys’ fees, experts’ fees, and court costs, arising out of any Claim based on (a) Client Data, (b) Client’s unauthorized use of the Platform, (c) Client’s breach of any representations or warranties hereunder, including Section 9.2 (Client’s Warranty), (d) Client’s violation of applicable law, including any Telemarketing Law, or (e) the content of any Client chatbot. Direqt shall: (i) give Client prompt written notice of such Claim; and (ii) allow Client to control, and fully cooperate with Client (at Client’s sole expense) in, the defense and all related negotiations. Client shall not enter into any stipulated judgment or settlement that purports to bind Direqt without Direqt’s express written authorization, which shall not be unreasonably withheld or delayed.

13. Disclaimer of Consequential Damages; Limitation of Liability. EXCEPT FOR INDEMNITY OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), BREACH OF CONFIDENTIALITY, AND EITHER PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAYABLE TO CLIENT IN CONNECTION WITH ANY REVENUE SHARING RELATED TO THIS AGREEMENT, OR (B) FIVE HUNDRED DOLLARS ($500). THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL OF THEIR ESSENTIAL PURPOSE.

14. Termination
    

• 14.1 Default. Each Party shall have the right to terminate this Agreement upon thirty (30) days written notice (or with ten (10) days notice in the case of nonpayment) in the event the other Party materially breaches any provision hereof.

• 14.2 Convenience. Direqt may terminate this Agreement for convenience and without cause by written notice to Client.

• 14.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) Client and all End Users’ access to and use of the Platform and Documentation will cease as of the effective date of termination; (b) Direqt will cease to provide the Platform; and (c) Client will pay to Direqt all fees and expenses due to Direqt.
  
• 12.4 Survival. The following Sections shall survive any termination or expiration of this Agreement: 8 (Representations and Warranties); 10 (Confidentiality; Proprietary Rights); 12 (Indemnification); 13 (Disclaimer of Consequential Damages; Limitation of Liability); 14.4 (Survival); and 15 (General Provisions).

15. General Provisions.
    • 15.5 Independent Contractor. Direqt is an independent contractor and is not an agent or employee of, and has no authority to bind, Client by contract or otherwise. Further, it is not the intention of this Agreement or of the Parties to confer a third-party beneficiary right of action upon any third party or entity whatsoever, and nothing in this Agreement will be construed so as to confer upon any third party or entity other than the Parties hereto a right of action under this Agreement or in any manner whatsoever.
    • 15.6 Publicity. Direqt may identify Client as a customer and member of Direqt’s advertising network may and use Client’s name and logo for the Platform user interface and in Direqt’s customer listings, web sites, press releases, and other promotional and marketing materials.
    • 15.7 Assignment. Client may not assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of Direqt. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, and legal representatives.
    • 15.8 Force Majeure. If either Party cannot perform any of its obligations because of any act of God, court order, war, or any other cause not within the Party’s reasonable control and could not be avoided through the exercise of reasonable care and diligence (a “Force Majeure Event”), then the non-performing Party will: (i) immediately notify the other Party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event.
      
    • 15.9 Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. the Parties waives any objections against and agrees to submit to the personal jurisdiction of the state and federal courts in the State of Delaware. The Parties waive any objections or defenses it may have based upon an inconvenient forum. 
      
    • 15.10 Waivers. All waivers hereunder must be made in writing by a duly authorized representative of the Party against whom the waiver is to operate, and failure at any time to require the other Party’s performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver, in whole or in part, of any provision of this Agreement will not be considered to be a waiver of any other provision.
    • 15.11 Severability. If any term of this Agreement is found to be unenforceable or invalid for any reason, all other terms will remain in full force and effect.
    • 15.12 Construction. All headings used in this Agreement are for reference purposes only and are not part of this Agreement. All personal pronouns used herein, whether used in the feminine, masculine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Subsection or other subpart. The words “include,” “includes,” “included,” “including,” “without limitation,” or the phrase “e.g.” shall not be construed as terms of limitation and shall, in all instances, be interpreted as meaning “including, but not limited to.”
    • 15.13 Attachments. All Order Forms and other terms and addenda that are referenced herein on or are executed by the Parties and reference this Agreement after the Effective Date are hereby incorporated by reference.
    • 15.14 Entire Agreement. This Agreement, as to its subject matter, exclusively and completely states the rights, duties and obligations of the Parties and supersedes all prior and contemporaneous representations, letters, proposals, discussions and understandings by or between the Parties. This Agreement may only be amended in a writing signed or electronically accepted by both Parties.
    • 15.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if delivered personally; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices under this Agreement to Direqt shall be sent to the following address:
      

      Direqt Inc.
      800 5th Ave
      #101-326
      Seattle, WA 98104

      All notices to Client shall be sent to the address specified on the Order Form. Either Party may change its address or designee for notification purposes by giving notice to the other of the new address or designee and the date upon which such change will become effective.

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    • 15.16 Legal Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
    • 15.17 Agreement Drafted By All Parties. This Agreement is the result of arm’s length negotiations between the Parties and shall be construed to have been drafted by all Parties such that any ambiguities in this Agreement shall not be construed against either Party.
    • 15.18 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the Parties as of the Effective Date at such time as all the signatories hereto have signed a counterpart of this Agreement.
    • 15.19 Electronic Signatures and Facsimiles Binding. This Agreement, including Order Forms and the DPA, and related documents may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and Client’s acceptance will be deemed binding between the Parties. Client acknowledges and agrees it will not contest the validity or enforceability of this Agreement including Order Forms and the DPA, and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form. Client further acknowledges and agrees that it will not contest the validity or enforceability of a signed facsimile copy of this Agreement and related documents on the basis that it lacks an original handwritten signature. Electronic, PDF, or facsimile signatures shall be considered valid signatures as of the date hereof. Computer maintained records of a Party when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.