Software
Terms of Use

These Terms and Conditions (“Agreement”) apply to your access to and use of (a) the services (“Services”) listed in the order form that you entered into with Reality Defender Inc. (“Company,” and such order form, the “Order Form”) and (b) any proprietary software of Company related to such Services (“Software”). This Agreement is hereby incorporated by reference into the Order Form. If there are any conflicts between the terms and conditions of this Agreement and the Order Form, this Agreement will control, except to the extent a provision of the Order Form expressly provides that it is intended to amend and supersede a specific provision of this Agreement. You will be referred to hereinafter as “Customer.”

THIS AGREEMENT CONSTITUTES A BINDING AGREEMENT BETWEEN COMPANY, ON THE ONE HAND, AND CUSTOMER OR ANY OTHER AUTHORIZED USER (AS DEFINED BELOW) ACCESSING OR USING THE SERVICES OR SOFTWARE, ON THE OTHER HAND. BY SIGNING THE ORDER FORM OR BY OTHERWISE ACCESSING OR USING THE SERVICES OR SOFTWARE, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER SHOULD CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING OR USING THE SERVICES OR SOFTWARE. THE ACCESS OR USE OF THE SERVICES OR SOFTWARE CONSTITUTES CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES OR SOFTWARE.  

Company reserves the right to make updates to this Agreement by publishing the revised terms and conditions on the Company website. The revised terms and conditions will become effective within thirty (30) days of such publication, unless Customer expressly accepts the revised terms and conditions earlier. Customer’s express acceptance or continued access or use of the Services or Software after expiry of the notice period of thirty (30) days will constitute Customer’s acceptance to be bound by the updated terms and conditions.

Company and Customer may from time to time desire to enter into additional order forms for Customer to purchase additional Services from Company. Any such order forms will be governed exclusively by the terms and conditions of this Agreement.

1. SAAS SERVICES AND SUPPORT

1.1  Subject to the terms and conditions of this Agreement, Company will, itself or through its affiliates or subcontractors, provide Customer the Services. The Company will be responsible for the acts and omissions of its affiliates and subcontractors, including any acts or omissions that, if taken (or not taken) by Company, would constitute a breach of this Agreement.

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1.2  Subject to the terms and conditions of this Agreement, Company hereby grants to Customer a limited, non-exclusive, and non-transferable (except in connection with a permitted assignment under Section 9.3) right, during the term of this Agreement, to allow the number of Authorized Users designated on the Order Form to access and use the Software solely in connection with the provision of the Services for Customer’s internal business use and according to Company’s instructions and Policies (as defined below) and for the number of scans authorized on the Order Form. Nothing in this Agreement shall obligate Company to continue making available access to any Software to any Authorized User beyond the date when Company ceases making available access to such Software to Customer generally. Customer will allow only Authorized Users who have been assigned a user account by Company's client administrator (“User ID”) to access or use the Software and will take reasonable measures to protect such User IDs and corresponding passwords, including by prohibiting and preventing any Authorized User, or any other person or entity, from sharing such User IDs or passwords. “Authorized Users” means Customer’s employees and independent contractors working for Customer in the ordinary course of Customer’s business who: (i) agree to be bound by the terms and conditions of this Agreement; and (ii) are specifically authorized by Customer to access or use the Software, in each case whether or not such employees or independent contractors actually access or use any Software.

1.3  Subject to the terms and conditions of this Agreement, Company will provide Customer with Company’s standard support services. Support for certain frequently asked questions related to the Services and Software can be found at.

1.4  Company may, directly or indirectly, suspend or otherwise deny Customer’s or any Authorized User’s access to or use of all or any part of the Software, without incurring any resulting obligation or liability, if: (a) required under applicable law, rule, or regulation or to prevent an imminent security threat to Company; or (b) Company believes, in its good faith and reasonable discretion, that Customer or any Authorized User has failed to comply with any term or condition of this Agreement or the Order Form (including payment obligations), or accessed or used the Software beyond the scope of the rights granted, or for a purpose not authorized, hereunder or under the Order Form. The foregoing sentence does not limit any rights or remedies to which Company may be entitled under the Agreement or at law or in equity.

2.RESTRICTIONS AND RESPONSIBILITIES

2.1  Customer will not, directly or indirectly: reverse engineer, decompile, decode, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software or data related to the Services; modify, translate, adapt, alter, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); develop a competitive product to the Software or Services; circumvent, interfere with, disrupt, or disable any security or other technological features or measures of any of the Software or interfere with the hosting of the Software; distribute, sublicense, rent, lease, sell, assign, loan or, grant access to or use of any of the Software to any third party; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party or to perform or disclose any benchmarking or performance testing data of the Software; remove any proprietary notices or labels; or attempt to do any of the foregoing.


2.2  Customer acknowledges that the Services and Software are subject to the U.S. Export Administration Regulations (“EAR”), economic sanctions regulations administered by the Office of Foreign Assets Control (“OFAC”), and other applicable U.S. and global export control and economic sanctions laws, rules, and regulations (collectively, “Sanctions and Export Control Laws”). Accordingly, Customer represents and warrants that none of Customer, its Authorized Users, or any party that owns or controls Customer are named on any U.S. government list of sanctioned parties or any other applicable restricted party list (“Restricted Parties”). Customer shall not, and shall ensure that the Authorized Users do not (a) access or use the Services or Software in any U.S.-embargoed country or region or in violation of any Sanctions or Export Control Laws; or (b) use the Services or Software to export, re-export, transfer, or make available, whether directly or indirectly, any export-controlled item or information to any Restricted Parties.

2.3  As defined in FAR section 2.101, the Software and its documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms and conditions of this Agreement and will be prohibited except to the extent expressly permitted by the terms and conditions of this Agreement.

2.4  Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policies”) and all applicable laws, rules, and regulations.

2.5  Customer shall be responsible for (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services and the Software, including modems, hardware, servers (including cloud hosting, if applicable), operating systems, networking, web servers, software, and the like (collectively, “Equipment”), (b) maintaining the security of the Equipment, Customer accounts, passwords (including User IDs and other administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent, and (c) subject to Section 2.7, providing media and content and otherwise reasonably assisting and cooperating with Company as necessary for Company to perform the Services. Except as expressly set forth in this Agreement, Company is not responsible for supplying any Equipment to Customer under this Agreement.

2.6  Customer shall notify Company as soon as practicable of any unauthorized access to or use of the Software. Customer shall be responsible and liable for all access to and use of the Software resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the immediately preceding sentence: (a) Customer is responsible for all acts and omissions of all Authorized Users; and (b) any act or omission by an Authorized User that, if taken (or not taken) by Customer, would constitute a breach of this Agreement will be deemed a breach of this Agreement by Customer.

2.7  Customer must obtain Company’s prior written approval prior to issuing any press releases, public statements, or marketing communications regarding Company, the Services, or the Software.

3.CONFIDENTIALITY; OWNERSHIP OF INTELLECTUAL PROPERTY

3.1  “Confidential Information” means any confidential or proprietary information of the disclosing Party (the “Discloser”) that is marked as “Confidential” or “Proprietary” or under the circumstances of disclosure should reasonably be considered confidential or proprietary. Confidential Information of Company includes non-public information regarding features, functionality and performance of the Services and Software. Confidential Information does not include information that (a) is lawfully in or enters the public domain through no fault of or breach by the receiving party (the “Recipient”), (b) the Recipient was lawfully in possession of without any obligation of confidentiality prior to receiving it from the Discloser, (c) the Recipient developed independently and without use of or reference to the Discloser’s Confidential Information, or (d) the Recipient receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.

3.2  Each party will: (a) hold in strict confidence all Confidential Information of the other party, using at least the same degree of care to protect the Discloser’s Confidential Information as it uses to protect its own Confidential Information of like nature, but at least reasonable care; (b) use such Confidential Information only to perform its obligations under this Agreement; and (c) not transfer or disclose such Confidential Information to any individual or entity except to the directors, officers, employees, agents, contractors, accountants, auditors, or legal and financial advisors of such party who need to know such Confidential Information and who are under confidentiality obligations substantially similar to those set forth hereunder; provided, that the handling and treatment of Confidential Information in accordance with this Agreement by any such individual or entity will be such party’s full responsibility. A Recipient may disclose the Discloser’s Confidential Information to the extent required by law provided that the Recipient (i) notifies the Discloser in writing prior to disclosure of the information so that the Discloser has a reasonable opportunity to obtain a protective order, (ii) assists the Discloser, at the Discloser’s expense, in any attempt to limit or prevent the disclosure of the Confidential Information, and (iii) discloses only the minimum Confidential Information actually required to be disclosed. Neither party will disclose the existence or terms and conditions of this Agreement to any third party.

3.3  Each party agrees that the other party may have no adequate remedy at law if there is a breach or threatened breach of Section 3.1 or 3.2 and, accordingly, that the non-breaching party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach, in addition to any legal remedies available to that party, without the necessity of proving actual damages and without the necessity of posting a bond (or other security).

3.4  Company shall own and retain all right, title and interest in and to the Services and Software and all intellectual property rights related to any of the foregoing. Company reserves all rights not expressly granted to Customer hereunder, and Company does not grant any other rights under any other data or intellectual property, whether by implication, estoppel, waiver, or otherwise. Company reserves the right to modify the Software at its discretion, including modifying features and functionalities thereof. Company will have the right to use and exploit, without any payment or attribution obligation of any kind, any comments, feedback, suggestions, or ideas Customer or any of its personnel, employees, agents, or subcontractors provide to Company in connection with this Agreement, the Order Form, or the Software or Services.

3.5   As between Customer and Company, Customer is and shall remain the sole and exclusive owner of all right, title, and interest in and to any and all data that (a) Customer or its Authorized Users transmit to Company’s systems in connection with its or their access to or use of the Services or Software, or (b) is otherwise provided to Company by or on behalf of Customer in connection with this Agreement or the Order Form (“Customer Data”). Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Company to exercise its rights and perform its obligations (including technical support obligations and the functioning of the Software) under this Agreement.  

3.6  Company may not collect, store, analyze, disclose or otherwise use (including for the purposes of training Company’s models) any Customer Data except to the extent necessary to perform the Services or provide the Software (including to investigate fraud or suspected fraud), without Customer’s prior written consent. Notwithstanding the foregoing, Company shall have the right to collect and analyze data relating to the provision, use, and performance of the Services, Software, and related systems and technologies (including information concerning Customer Data and data derived therefrom) (“Usage Data”). Company will be free (during and after the Term) to (i) use Usage Data to improve and enhance the Services and Software and for other development, diagnostic and corrective purposes in connection with the Services, Software, and other Company offerings, and (ii) disclose Usage Data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.7  If Company provides to Customer any proof of concept Services, or otherwise enables Customer to pilot or test any Software features, Company may, without limiting Section 3.7, use Customer Data and Usage Data to provide such Services and Software, and monitor Customer’s use of such Services and Software.

4.PAYMENT OF FEES

4.1  Customer will pay Company the fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the number of scans or the number of Authorized Users set forth on the Order Form or otherwise requires the payment of additional fees (per the terms and conditions of this Agreement), Company may bill Customer for such usage and Customer will pay the additional fees in the manner provided herein. Company reserves the right to modify the Fees in the Order Form at the end of the Initial Service Term or the then-current renewal term for the Order Form, upon thirty (30) days prior notice to Customer (which may be sent by e-mail). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2  Customer will pay all invoices within thirty (30) days after receipt of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income. Amounts due, including all sales, use, or other taxes or duties, must be paid in full without deduction or set off.

5.TERM AND TERMINATION

5.1   Subject to any earlier termination as provided in this Agreement, this Agreement is for the Initial Service Term as specified in the Order Form and shall automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2  Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

5.3  Upon termination of this Agreement, Customer will pay Company all Fees incurred prior to such termination and each party will return or destroy (and certify in writing to the destruction of) any Confidential Information of the other party in such party’s possession or control. Sections 2.1, 3.1 through 3.4, 3.6, 6.2, and 7 through 9, and this Section 5.3, shall survive any expiration or termination of this Agreement.

6.WARRANTY AND DISCLAIMER

6.1  Each party represents and warrants that: (a) it is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction where it is organized; and (b) it has all necessary rights, power and authority to enter into and perform its obligations under this Agreement. Company represents and warrants that all Services performed by Company shall be free of any virus, back door, drop dead device, Trojan Horse, worm, logic bomb, time bomb, adware, spyware, or other software routine or hardware components designed to permit unauthorized access to, or to disrupt, disable, impede, erase, or otherwise harm, software, hardware or data.

6.2  EXCEPT AS PROVIDED IN SECTION 6.1, (A) COMPANY DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE (OR THE RESULTS OR OUTPUT FROM THE SERVICES OR SOFTWARE) WILL BE ACCURATE, ADEQUATE, COMPLETE, RELIABLE, CURRENT, UNINTERRUPTED, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE, (B) THE SERVICES AND SOFTWARE, THE CONTENTS THEREIN, ANY ACCOMPANYING DOCUMENTATION, AND ANY OTHER DATA OR INFORMATION PROVIDED HEREUNDER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITH ALL FAULTS, AND COMPANY SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN OR OTHER ASPECTS OF ANY OF THE FOREGOING, AND (C) COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES CONCERNING RESULTS OBTAINED FROM CUSTOMER’S USE OF THE SERVICES OR SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER ACKNOWLEDGES THAT IT, AND NOT COMPANY, IS RESPONSIBLE FOR ITS USE OF THE SERVICES AND SOFTWARE, INCLUDING THE RESULTS AND OUTPUT OF SUCH USE.

7. INDEMNIFICATION

7.1  Customer, at its expense, will defend, indemnify, and hold Company harmless from and against any and all losses, damages, liabilities, deficiencies, settlements, judgments, awards, penalties, interest, fines, costs, fees and expenses of whatever kind (including reasonable attorneys’ fees and legal costs and expenses) (“Losses”) in connection with any third-party claim, action, or proceeding (“Claim”) arising from or relating to: (a) Customer’s (i) breach of this Agreement, (ii) fraud, willful misconduct, or gross negligence, or (iii) violation of applicable law, and (b) a third party alleging the infringement or violation of such third party’s intellectual property rights as a result of (i) Company’s use of any Customer Data that Customer provides to Company, (ii) any modification, enhancement, or misuse by Customer of any Software where such modification, enhancement, or misuse was not furnished or expressly authorized in writing by Company, or (iii) the combination, operation, or use by Customer of any third-party software programs, websites, or other technology with any Software, where such combination, operation, or use was not furnished or expressly authorized in writing by Company.

7.2  Company, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all Losses in connection with any third-party Claim arising from or relating to a third party alleging the infringement or violation by Customer of such third party’s U.S. copyrights as a result of Customer’s use of the Software that Company makes available to Customer, except in each case to the extent such infringement or violation is caused by (a) a modification, enhancement, or misuse by Customer of the Software where such modification, enhancement, or misuse was not furnished or expressly authorized in writing by Company, (b) failure by Customer to use new or corrected versions of any Software provided by Company to the extent that such use would have avoided the infringement, or (c) the combination, operation, or use by Customer of any third-party software programs, websites, or other technology with any Software where such combination, operation, or use was not furnished or expressly authorized in writing by Company. The foregoing indemnity will be Customer’s sole and exclusive remedy with respect to any infringement or violation by Customer of a third party’s intellectual property rights as a result of Customer’s use of the Software.

7.3  The party providing the indemnification (“Indemnitor”) shall have exclusive control of the defense of any Claims and all negotiations for settlement or compromise of a Claim; provided that (a) in the event the Indemnitor is unwilling or, in the indemnified Party’s (“Indemnitee”) reasonable determination, unable to adequately defend such claim, the Indemnitee will have the right, upon notice, to defend such Claim itself and, in such event, the Indemnitor will indemnify and hold the Indemnitee harmless from any and all Losses including those incurred as a result of its defense of such Claim, and (b) the Indemnitor shall not have the right to settle any Claim without the prior written consent of the Indemnitees to the extent that the settlement (i) does not provide for a full and unconditional release of the Indemnitees or (ii) imposes any form of equitable relief against the Indemnitees. The Indemnitees shall provide all reasonable assistance in defending any Claim as may be requested by the Indemnitor, at the Indemnitor’s sole cost and expense. For defense of the Claim, the Indemnitor shall choose legal counsel reasonably satisfactory to the Indemnitees. The Indemnitee shall give the Indemnitor written notice of the Claim subject to indemnification hereunder, provided that in no event will an Indemnitee’s failure to provide such notice relieve or excuse the Indemnitor’s obligations under this Section 7 unless the Indemnitor is actually and materially prejudiced thereby.

8.LIMITATION OF LIABILITY

8.1  NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (A) EXCEPT FOR BODILY INJURY OF A PERSON CAUSED BY A PARTY’S GROSS NEGLIGENCE AND BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL COMPANY OR ITS SUPPLIERS (INCLUDING ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS; OR (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; AND (B) EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ORDER FORM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO COMPANY UNDER THE ORDER FORM IN THE 12 MONTHS PRIOR TO THE FIRST ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE OF (A) AND (B), WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. MISCELLANEOUS

9.1  Company shall not be liable to Customer for any failure to perform any of its obligations under this Agreement during any period in which such performance is delayed, hindered, or adversely affected as a result of circumstances beyond its reasonable control including fire, flood, war, pandemic, plague, epidemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, embargo, strike, riot, civil unrest, or disputes with suppliers/vendors (each, a “Force Majeure”). Company will promptly provide Customer with written notice of the Force Majeure. Company will use commercially reasonable efforts to avoid or mitigate the effects of the Force Majeure and will resume performance of any suspended obligation as soon as reasonably practicable after termination of such Force Majeure. Company’s time for performance will be excused for the duration of the Force Majeure.

9.2  Customer acknowledges and agrees that Company may issue publicity or general marketing communications identifying Customer as a customer, including on its website and in its marketing materials. Customer hereby grants Company a non-exclusive, worldwide, royalty-free, revocable license to use Customer’s name, logo, and other trademarks or service marks in connection with the foregoing.

9.3  If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. This Agreement will be deemed to be the product of both parties, and no ambiguity will be construed in favor of or against either party. The terms “e.g.,” “such as,” “include,” “includes,” and “including” are not limiting and are deemed to be followed by the words “without limitation.” The terms “herein,” “hereto,” “hereunder” and terms of similar import refer to this Agreement in its entirety and not to any particular provision of this Agreement. Except where the context otherwise requires, wherever used, the word “or” is used in the inclusive sense (and/or). All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; 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. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. All actions and proceedings under this Agreement shall be brought exclusively in the State of New York This Agreement may be executed in any number of counterparts, either manually or electronically, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement.