This Passerine Technologies Platform Access and Use Agreement (this "Agreement") is between Passerine Technologies, Inc. ("Passerine") and you, a Client (as defined below).

This Agreement governs Client's access and use of the Platform. Passerine's websites (including www.packsmith.ai), and related services, materials, and communications are collectively referred to as the "Platform." Additional details (pricing, etc.) shall be set forth in an order form agreed to by the parties to which this Agreement is attached and incorporated (each, an "Order Form").

1. The Platform. The Platform includes an online marketplace that enables Clients to seek out packing services and deliverables provided by Packsmiths (collectively, "Packing Services"). "Packsmiths" are independent contractor persons or businesses that agree to perform Packing Services through the Platform. "Client" is persons or businesses requesting Packing Services via the Platform.

2. Packing Services. When Client wants a Packsmith to perform Packing Services, Client will post a written order outlining the scope of such Packing Services ("Packing Services Request") on the Platform, including information regarding the payment a Packsmith will earn by accepting and completing the Packing Services Request. Packsmiths will be notified of open Packing Services Requests directly through the Platform. It is up to a Packsmith to decide whether or not to offer or accept any Packing Services to Client or at all, and it is up to Client to decide whether or not to accept Packing Services from a Packsmith. If a Packsmith accepts a Packing Services Request or otherwise agrees to perform Packing Services for a Client, such Packsmith and Client form a separate legally binding contract ("Client-Packsmith Service Agreement"). Once a Packsmith and Client enter into a Client-Packsmith Service Agreement, such Packsmith is obligated to provide the Packing Services requested, subject to any change order or cancellation terms agreed to by the Packsmith and Client, and Client is obligated to provide payment for the Packsmith's services. Client may elect to ship its goods under the applicable Client-Packsmith Service Agreement ("Goods") to (a) the applicable Packsmith to fulfill the Packing Services Request as contemplated under the Client-Packsmith Service Agreement, or (b) Passerine Technologies to transmit the Goods to the applicable Packsmith. Client may elect to use its own collateral (e.g., boxes, mailers) in connection with the shipment of Goods, provided that if Client's collateral is no longer available (whether the supply runs out or is late to arrive), Passerine will provide its own collateral at Client's cost and expense (Passerine will provide notice to Client if Client collateral is likely to run out).

3. Packsmith Operations. Client hereby acknowledges and agrees that Packsmith have sole control over the manner and means by which they render Packing Services and are under no obligation to accept any particular Packing Services Request offered to them. Packsmiths are free to accept or reject any Packing Services Request. Packsmiths also furnish and maintain, at their own expense, the tools, equipment, supplies, and other materials used to perform the Packing Services. Client further acknowledges and agrees that Client's ability to request, and if applicable, obtain, Packing Services from Packsmiths in connection with the use of the Platform does not establish Passerine as a provider of anything other than access and use of the Platform. Passerine does not employ individuals or entities to perform Packing Services, and Packing Services are outside the usual course of Passerine's business. Client further acknowledges and agrees that Packsmiths provide Packing Services as an independently owned and operated business enterprise, and Packsmiths are not actual agents, apparent agents, ostensible agents, or employees of Passerine in any way. Any effort, feature, process, policy, standard, or other effort undertaken by Passerine to facilitate Client's receipt of Packing Services is not an indicia of an employment, actual agency, apparent agency, or ostensible agency relationship with a Packsmith.

4. Platform Usage Requirements. Client agrees to the following:

• All goods shall be delivered to the Passerine facility properly marked and packaged for storage and handling. The physical quantity of all goods delivered shall match the expected quantity.

• All goods are required to arrive at the Passerine facility in sellable condition, free of any defects.

• All communication should be sent by Client to the proper channels. Client will:

  • Send all customer service requests to support@packsmith.ai.

  • Submit a wholesale, bulk, or individual order via Client's dashboard.

  • Alert Passerine to a mispick or fulfillment error via Client's dashboard.

  • Inquire about a lost or delayed order via Client's dashboard.

  • Request a return via Client's dashboard.

  • Notify Passerine of an upcoming delivery of any products or materials via this form.

5. Platform Restrictions. Client will use the Platform solely as set forth in this Agreement. Client will not:

• Post, transmit, or otherwise make available through or in connection with the Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity, or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

• Post, transmit, or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

• Harvest or collect information about users of the Platform.

• Attempt to gain unauthorized access to the Platform.

• Interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available, including by hacking or defacing any portion of the Platform or violate any requirement, procedure, or policy of such servers or networks.

• Restrict or inhibit any other person from using the Platform.

• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Platform except as expressly authorized in this Agreement, without Passerine's express prior written consent.

• Reverse engineer, decompile, or disassemble any portion of the Platform, except where such restriction is expressly prohibited by applicable law.

• Remove any copyright, trademark, or other proprietary rights notice from the Platform.

• Frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without Passerine's express prior written consent.

• Systematically download and store content from the Platform.

• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape", "data mine", or otherwise gather content from the Platform, or reproduce or circumvent the navigational structure or presentation of the Platform, without Passerine's express prior written consent.

6. Payment Terms.

Payment. Client's use of the Packing Services will result in charges to Client, as set forth in the applicable Order Form ("Fees"). Passerine's role is to facilitate transactions between Client and Packsmith. Passerine will, either directly or indirectly through an authorized third party, collect payment from Client for each accepted Packing Services Request and initiate payment to the Packsmith after Passerine or a third party on Passerine's behalf accepts from the Packsmith the relevant package. You understand and acknowledge that Fees you incur are owed directly to Packsmiths, and Passerine is collecting payment of those Fees from you, on the Packsmith's behalf as their limited payment collection agent. Payment of the Fees will be considered the same as payment made directly by you to the Packsmith. Payments will be due within Seven (7) calendar days following Client's receipt of the applicable invoice. A late fee of $100 (or equivalent amount in the invoiced currency) will be owed by Client for all past due invoices, regardless whether a dispute is in place. Failure to settle outstanding invoices on time may result in Passerine pausing fulfillment for the Client until the matter is resolved. Passerine reserves the right to establish or adjust Fees for the Packing Services (including new product features and functionality) obtained through the use of the Platform at any time, provided that Passerine provides Client with no less than thirty (30) days' prior notice thereof (such notice may be through the Platform). Notwithstanding anything to the contrary, Passerine agrees that there shall be no Fee increase for the first four (4) months following the date of this Agreement, provided that Client begins using the Platform (which may be satisfied by shipping its goods to Passerine to start packing) within three (3) months following the date of the Agreement. After the initial four (4) month, Passerine may adjust the pricing and fees upon a written notice to Client.

Taxes. All Fees exclude any sales, use, excise, import, export, value added, universal service charge, withholding, or similar taxes or governmental charges, including any related penalties and interests however designated, other than taxes based on the net income of Passerine ("Taxes"), and Client agrees to pay any Taxes imposed under this Agreement.

7. Confidentiality.

Confidential Information. "Confidential Information" means any and all information disclosed by the disclosing party ("Discloser") to the receiving party ("Recipient") that is provided under circumstances reasonably indicating it is confidential or proprietary or which either party gains access to by virtue of its engagement under this Agreement. Confidential Information of Passerine includes the terms of this Agreement and all information regarding its or its affiliates' past, present, or future know-how, ideas, concepts, designs, programs, marketing, processes, pricing of products and services, business plans and operations, technical information, specifications, contact lists, and other non-public information of Passerine and its employees and Packsmiths, consultants, affiliates, licensors, suppliers, vendors, customers, and clients. Confidential Information does not include any information which: (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of its disclosure by Recipient in breach of this Section 6); (b) was or becomes available to Recipient on a non-confidential basis from a third party who is not bound by a confidentiality agreement, or is not otherwise prohibited from transmitting the information; or (c) at the time of disclosure is rightfully in the possession of Recipient, as shown by Recipient's documents and records prior to the disclosure.

Non-Disclosure and Non-Use. Recipient will hold all Confidential Information in strict confidence and will not disclose any Confidential Information to any third party, other than to its and its affiliates' respective employees, consultants, and contractors who need to know such information and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient will not use any Confidential Information for the benefit of itself or any third party or for any purpose other than to perform its obligations or exercise its rights under this Agreement. Recipient will take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Confidential Information.

Authorized Disclosures. Notwithstanding anything to the contrary, Recipient may disclose Confidential Information of Discloser: (a) to its financial, accounting, legal advisors, each with a need to know for the purpose of providing services to Recipient, as well as to current and potential investors or acquirers that are bound to reasonable confidentiality protections that apply to the Confidential Information of Discloser; (b) as and to the extent required by applicable law or regulation, or by the listing of similar rules of the stock exchange on which the securities of Recipient may be listed on the condition that prior to such disclosure, the Recipient, to the extent permitted by applicable law, will provide written notice of such request to Discloser to allow Discloser to seek to redact or otherwise limit the scope of such disclosure); and (c) as required to be disclosed pursuant to any judicial or governmental request, requirement, or order. The Recipient will take reasonable steps to give Discloser sufficient prior notice to contest or limit such request, requirement, or order.

Equitable Relief. Each Party (as Recipient) acknowledges that any unauthorized use or disclosure of Confidential Information of the Discloser may cause Discloser irreparable harm for which its remedies at law would be inadequate. Accordingly, each party (as Recipient) acknowledges and agrees that Discloser will be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief, without bond, enjoining any breach or threatened breach of the Recipient's obligations under this Agreement with respect to the Confidential Information of Discloser, and such further relief as any court of competent jurisdiction may deem just and proper.

8. Intellectual Property.

The Platform. Subject to Client's compliance with the terms of this Agreement, Passerine hereby grants to Client a non-exclusive, revocable, limited, non-sublicensable, non-transferable right to access and use the Platform solely to receive the Packing Services. Passerine owns all right, title and interest in and to the Platform, including, without limitation, all intellectual property rights therein. Passerine and its licensors expressly reserve any rights not expressly granted under this Agreement.

Client Materials. Client hereby grants to Passerine and Packsmiths who accept a Packing Services Request a non-exclusive, royalty-free, fully paid-up, fully sublicensable (through multiple tiers), transferable, and worldwide license to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use materials made available by Client to Passerine and such Packsmiths in connection with the Packing Services for the purpose of providing the Packing Services.

Trademarks. Client hereby grants to Passerine and Packsmiths who accept a Packing Services Request a non-exclusive, royalty-free, fully paid-up, fully sublicensable (through multiple tiers), transferable, and worldwide license to use the names, trademarks, service marks, and logos associated with Client to operate and provide the Packing Services and to perform their obligations and exercise their rights under this Agreement.

Feedback. Passerine welcomes Clients to provide feedback, comments and suggestions for improvements to the Platform ("Feedback"). Client acknowledges and agrees that if Client submits any Feedback to Passerine (through any communication channel), Client hereby grants to Passerine a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that Client owns or controls to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

9. Damage to or Loss of Goods. The risk of loss or damage to Goods provided by Client and held by Passerine in storage upon receipt by Passerine will be capped at US$5.00/lb for inventory in the US (or AU$1.00/kg for inventory in Australia) until such Goods are delivered to a transportation carrier. Upon delivery of such Goods to a transportation carrier for delivery to the ultimate destination, as between the parties, the risk of loss or damage to such Goods will be solely borne by Client.

10. Text Messages and Telephone Calls. Passerine, and those acting on its behalf, may contact Client by telephone or text message (including through use of an automatic telephone dialing system) at the phone numbers Client has provided to Passerine. These messages may include operational messages about your use of the Platform. Client understands that it is not required to consent to communications as a condition of purchasing any property, goods or services. Client may opt out of receiving telephone calls or text messages from Passerine at any time, either by texting the word "STOP" in response to a text message received from Passerine using the mobile device that is receiving the messages. Client may continue to receive text messages for a short period while Passerine processes Client's request, and Client may also receive text messages confirming the receipt of Client's opt-out request. Opting out of receiving operational text messages may impact the functionality of the Platform. Standard data and message rates may apply whenever you send or receive such messages, as specified by Client's carrier.

11. Information Passerine Collects About Client. All information Passerine collects about Client when Client applies for an account or use or visit the Platform is subject to Passerine's Privacy Policy. By using the Platform, Client acknowledges the terms and conditions of the Privacy Policy and all actions taken by Passerine in accordance with it.

12. Representations and Warranties.

Mutual Representations and Warranties. Each party represents and warrants that (a) it has the full power and authority to enter into this Agreement and perform its obligations hereunder, and (b) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its origin.

Client Representations and Warranties. Client represents and warrants that (a) the information it provides to Passerine is true and accurate, and (b) its activities in connection with the Platform complies and will comply with applicable laws and regulations. Client agrees to promptly inform Passerine at support@packsmith.ai and/or 2219 Main Street, Unit #551, Santa Monica, CA 90405 if any information Client provided to Passerine requires updating.

13. DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE PLATFORM AND THE PACKING SERVICES ARE PROVIDED TO CLIENT ON AN "AS IS", "WHERE IS", AND "WHERE AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; AND (B) WITHOUT LIMITING THE FOREGOING, PASSERINE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PLATFORM AND THE PACKING SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. PASSERINE ALSO DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF PACKSMITHS. WITHOUT LIMITING THE FOREGOING, PASSERINE DOES NOT REPRESENT OR WARRANT THAT (I) ACCESS TO OR USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (II) ANY STORED CLIENT DATA WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (III) THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THIRD-PARTY DISRUPTIONS AND SECURITY BREACHES OF THE PLATFORM WILL BE PREVENTED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT, AS BETWEEN THE PARTIES, THE ENTIRE RISK ARISING OUT OF CLIENT'S USE OF THE PACKING SERVICES IN CONNECTION WITH A PACKING SERVICES REQUEST REMAIN SOLELY WITH CLIENT. PASSERINE DOES NOT CONTROL, MANAGE, OR DIRECT ANY PACKSMITHS. PACKSMITHS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OR EMPLOYEES OF PASSERINE. IF A DISPUTE ARISES BETWEEN CLIENT OR ANY PACKSMITH, CLIENT WILL RELEASE PASSERINE FROM LOSSES OF EVERY KIND AND NATURE, DISCLOSED AND UNDISCLOSED, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY IN CONNECTION WITH SUCH DISPUTES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. ALL DISCLAIMERS OF ANY KIND ARE MADE FOR THE BENEFIT OF BOTH PASSERINE AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS.

14. Indemnification. To the maximum extent permitted under applicable law, Client agrees to defend, indemnify, and hold Passerine and its affiliates and its and their respective directors, officers, employees, Packsmiths, and agents (collectively, "Indemnitees") harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise) ("Claims"), and indemnify the Indemnitees for any and all damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including reasonable attorneys' fees, expert witnesses' costs and fees, costs, penalties, interest and disbursements) arising from or relating to any Claim (including third party claims) against any Indemnitees, whether successful or not, caused by, arising out of or resulting from: (a) Client's use of, or activities in connection with, the Platform, including the Packing Services and any Goods provided in connection with such Packing Services; (b) any breach of alleged breach of this Agreement by Client; (c) any negligent act or willful misconduct by Client; or (d) any dispute between Client or a Packsmith. Passerine will have the right to approve any counsel retained to defend against any Claim in which Passerine is named a defendant and will not unreasonably withhold such approval. Passerine will have the right to control and participate in the defense of any such Claim concerning matters that relate to Passerine, and Client will not settle or compromise any such Claim without Passerine's written consent. If, in Passerine's reasonable judgment, a conflict exists between the interests of Passerine and Client in such a Claim, Passerine may retain its own counsel whose reasonable fees will be paid by Client.

15. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (A) PASSERINE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, OR DATA, OR LOSS OF OTHER INTANGIBLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; AND (B) WITHOUT LIMITING THE FOREGOING, PASSERINE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM CLIENT'S USE OF OR INABILITY TO USE THE PLATFORM AND THE PACKING SERVICES. PASSERINE'S MAXIMUM LIABILITY FOR ANY LOSS OR DAMAGE TO CLIENT'S GOODS SHALL NOT EXCEED THE LESSER OF (I) THE ACTUAL VALUE OF THE APPLICABLE LOST OR DAMAGED GOODS OR (II) $0.50 IN LOCAL CURRENCY PER POUND OF THE GOODS.

16. Claims. All claims for loss, damage, or delay in relation to Client's goods hereunder must be made by Client in writing within 60 days from the date of delivery or the date when the goods should have been delivered. Each claim must be accompanied by all relevant documentation, including, without limitation, to the bill of lading, delivery receipt, and any other documentation that substantiates such claim. Failure to provide sufficient documentation may result in denial of such claim.

17. Term and Termination. This Agreement is effective upon Client's acceptance of this Agreement and and shall remain in effect for the initial Service Term and any subsequent renewal terms, unless earlier terminated in accordance with the provisions of this Section.

Client's Right to Terminate. Client may not terminate this Agreement for convenience. Client's sole right to terminate this Agreement prior to the expiration of the Term is in the event of Passerine's uncured material breach of a fundamental obligation, subject to thirty (30) days' prior written notice.

Passerine's Right to Terminate. Passerine may suspend or terminate this Agreement immediately and without prior notice if Passerine believes Client has violated or acted inconsistently with the letter or spirit of this Agreement or if Client has failed to pay any amounts due under this Agreement. Upon any such termination or suspension, Client's right to use the Platform will immediately cease, and Passerine may, without liability to Client or any third party, immediately deactivate or delete Client's username, password and account, and all associated materials, without any obligation to provide any further access to such materials.

Effect of Termination. Upon any expiration or termination of this Agreement: (a) Client will pay all amounts due as of such date; (b) Client will promptly return to Passerine all of Passerine's Confidential Information then in Client's possession or destroy all copies of the Confidential Information, at Passerine's sole discretion and direction; and (c) each party's obligations under this Agreement will immediately cease, except for Client's outstanding payment obligations that accrued prior to the expiration or termination of this Agreement. In the event past due amounts have not been paid within sixty (60) days following expiration or termination, any Goods in inventory with Passerine or any Packsmith may be discarded at no cost to Passerine. Notwithstanding any terms to the contrary in this Agreement. Sections 4, 7, 8, 9, 10, 11, 12, 13, 14, 15, this sentence of 18 and 19 will survive any expiration or termination of this Agreement.

18. General Provisions.

Marketing. Passerine may use Client's name, logo, and marks on its website and in marketing materials.

Interference with Business; Non-Solicitation. Client acknowledges that Passerine and its affiliates' relationships with its employees, customers, clients, vendors, and other persons are valuable business assets. Therefore, Client agree as follows: (a) Client will not, during the term of this Agreement and for a period of 6 months thereafter, directly or indirectly solicit, induce, recruit, or encourage any of the following persons to terminate their employment or other relationship with Passerine or any of its affiliates, if Client had contact with or acquired Confidential Information about such person: any officer, director, employee, independent contractor, or consultant of Passerine or any of its affiliates who was employed by or affiliated with Passerine or such affiliate at any time during the term of this Agreement; and (b) neither during nor after the term of this Agreement will Client use Passerine's Confidential Information or any other means that would amount to unfair competition to solicit any of Passerine's or its affiliates' customers, clients, vendors, business partners, or suppliers, or otherwise interfere with any business relationship or contract between Passerine or any of its affiliates, on the one hand, and any of its customers, clients, vendors, business partners, or suppliers, on the other hand.

Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.

Amendments and Waivers. No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless made in a non-preprinted agreement clearly understood by the parties to be a modification or waiver and signed and delivered by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

Governing Law; Jurisdiction. The Agreement and its interpretation and validity will be governed by the laws of the State of Delaware and without regard to its conflicts of laws rules that would result in the application of the laws of another jurisdiction, and without giving effect to the conflicts of law principles of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THIS AGREEMENT.

Arbitration. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND CLIENT AGREES THAT PASSERINE AND CLIENT ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. CLIENT AGREES THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND CLIENT AGREES TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATION WILL BE ADMINISTERED BY JAMS UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES ("COMPREHENSIVE RULES").

The Comprehensive Rules are available online here. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. The arbitrator's decision will follow the terms and conditions of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of the terms to the contrary in this Agreement, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you. You can opt out of this agreement to arbitrate by contacting Passerine Technologies within the 30-day period commencing upon the Effective Date, stating that you (include your first and last name) decline this arbitration agreement.

19. Notices. Any notice or communication to each party required or permitted to be given hereunder must be in writing and delivered to the address or email associated with such party as set forth in the signature line below.

Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Relationship of the Parties. This Agreement will not be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the parties. The relationship between the parties under this Agreement is solely that of independent contracting parties. Except as expressly agreed by the parties in writing, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.

Interpretation. For purposes of interpreting this Agreement:s (a) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (b) unless otherwise specifically 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 or paragraph; (c) the words "include" and "including" will not be construed as terms of limitation, and will therefore mean "including but not limited to" and "including without limitation"; (d) unless otherwise specifically stated, the words "writing" or "written" mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement; and (f) the references herein to the parties will refer to their permitted successors and assigns.

Counterparts. This Agreement may be executed by the parties by exchange of signature pages by mail, email, or other electronic means (if email or electronically, signatures in Adobe PDF, via electronic signature or similar format), in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument.