Live Aware Labs Customer Agreement

This Customer Agreement (this “Agreement”) is a binding legal agreement between Live Aware Labs, Inc., a Delaware corporation (“Live Aware Labs”), and the individual or entity that accepts this Agreement (such as by clicking “Accept,” checking a box, creating an account or obtaining access credentials, using the Live Aware Labs Platform (as defined below), or otherwise manifesting acceptance) (such individual or entity, "Customer"). This Agreement is effective on the date of such acceptance. By accepting this Agreement, the individual accepting this Agreement represents and warrants that: 1) such individual is authorized to contract on behalf of Customer and legally bind Customer; 2) such individual is over the age of 18 and is competent to enter binding agreements and contracts in such individual's jurisdiction of residence; 3) such individual has read and understand the terms of this Agreement; and 4) such individual understands that such individual is entering a binding legal agreement with Live Aware Labs on behalf of Customer and will be required to comply with said agreement.

1. Definitions

1. 1 The following terms, when used in this Agreement will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Authorized User" means an individual who obtains credentials to access to the Live Aware Labs Platform and is an employee, agent, or independent contractor of Customer or its Affiliates authorized to access and use the Live Aware Labs Platform pursuant to Customer’s rights under this Agreement.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Live Aware Labs for the Live Aware Labs Platform.

“Non-Live Aware Labs Platform” means a third party or Customer web-based, mobile, offline or other software application that integrates with the Live Aware Labs Platform to provide Live Aware Labs’s Services.

“Order Form” is any signed document that describes the Live Aware Labs Services purchased by Customer and associated pricing and which references this Agreement. Trial Order Form #1 is attached hereto as Exhibit A.

“Services” means the services provided to Customer by Live Aware Labs during the term of this Agreement as described in one or more Order Forms.

“Playtester” means a person engaged by Customer who participates in Customer’s efforts to capture, analyze and share insights from Customer’s game development and who may provide feedback or test responses to Customer through the Live Aware Labs Platform.

2. Live Aware Labs Platform

2.1 Provision of Live Aware Labs Platform. The Live Aware Labs Platform will allow Customer to capture, analyze, and share qualitative insights from all stages of Customer’s game development (the “Live Aware Labs Platform”). The Live Aware Labs Platform consists of SaaS-based functionality (the “SaaS Component”) and client-based software provided to Customer for use on Customer’s premises and/Customer’s private cloud (the “Client Software”).

2.2 Access. Subject to Customer’s compliance with this Agreement, Live Aware Labs grants Customer and its Authorized Users and Playtesters a limited, non-exclusive, non-transferable (except as provided herein), non-sublicensable right during the Term to: (1) use and access the Live Aware Labs Platform in accordance with the Documentation, this Agreement and any other applicable Terms of Service; and (2) install and use the Client Software only for use of the Live Aware Labs Platform. Customer must uninstall the Client Software upon termination or expiration of this Agreement. Live Aware Labs may make commercially reasonable changes to the Live Aware Labs Platform during the Term provided that such changes do not materially reduce the performance or functionality of the Live Aware Labs Platform.

2.3 FOSS Software. Certain “free” or “open source” based software (“FOSS Software”) may be included with the Client Software. Any FOSS Software is not considered part of the Client Software hereunder and Customer’s right to use the FOSS Software is governed by the open source license applicable to said FOSS Software, and not this Agreement.

2.4 Customer Acceptable Use, Responsibilities, Limitations and Restrictions.

(a) Live Aware Labs providing the Live Aware Labs Platform depends on Customer providing all reasonable cooperation (including access to Customer’s systems, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Order Form). Customer will provide all such cooperation in a diligent and timely manner.

(b) Customer will (i) be responsible for all use of the Live Aware Labs Platform by Authorized Users and Playtesters, (ii) make commercially reasonable efforts to prevent unauthorized access to or use of the Live Aware Labs Platform and will notify Live Aware Labs promptly of any unauthorized access or use of the Platform, including any suspected breach of security or misuse of the Live Aware Labs Platform and (iii) provide at its own expense any equipment, software and ancillary services needed to access and use the Live Aware Labs Platform. Customer is responsible for maintaining the confidentiality of any credentials it issues to Authorized Users together with associated passwords. Customer shall not use the Live Aware Labs Platform to record any activities without first obtaining the consent of the individual(s) being recorded.

(c) Neither Customer nor its Authorized Users may (i) resell or distribute the Services or the Client Software, (ii) use or access the Live Aware Labs Platform in any manner not authorized by this Agreement or in any way that violates applicable law, (iii) reverse engineer, decompile, disassemble or otherwise derive or determine or attempt to derive or determine the source code of the Live Aware Labs Platform, (iv) interfere with the operation of the Live Aware Labs Platform in any way, or (v) access the Live Aware Labs Platform in order to develop or build any competitive product or service. Live Aware Labs may suspend access to the Live Aware Labs Platform for any failure, or suspected failure, to comply with this Section 2.4(c).

(d) Customer shall engage and recruit its own Playtesters to evaluate and provide feedback regarding Customer Data shared with Playtesters and may provide access to the Live Aware Labs Platform to Playtesters for such purpose. Customer may provide incentives or other compensation to its Playtesters and shall remain solely responsible for payment or provision of same. Playtesters are not employees of Customer or Live Aware Labs and Customer is solely responsible for the content or other information it provides to Playtesters and the protection of same. Live Aware Labs shall have no liability to Customer for the conduct, act or omissions of Playtesters nor shall Live Aware Labs have any liability or responsibility for the quality of feedback Customer receives from Playtesters. All feedback, content and responses from Playtesters shall be considered Customer Data and shall be owned entirely by Customer.

(e) Customer and its Authorized Users and Playtesters shall not transmit or provide to Live Aware Labs any financial or medical information of any nature including any data subject to the Health Insurance Portability and Accountability Act, the Gramm-Leach-Bliley Act, the Payment Card Industry Data Security Standard, or the Fair Credit Reporting Act. Further, Customer shall not transmit or provide any data or information that falls within any special categories of data described in Article 9 of the GDPR. Live Aware Labs will not process any such data and shall have no liability directly or indirectly arising from such data. Unless Customer has fully complied with the requirements of the Children’s Online Privacy Protection Act (“COPPA”), Customer shall not provide any data about or regarding children under 13 years of age.

(f) Customer shall be responsible for the content of all communications sent by its Authorized Users and Playtesters via the Live Aware Labs Platform. Customer agrees that it will not use the Live Aware Labs Platform to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could violate law. Live Aware Labs may remove any such content at its sole discretion or may suspend access to the Live Aware Labs Platform for any violation or suspected violation of this Section 2.4(e). If required by applicable data protection laws, Customer shall obtain consent from Playtesters prior to allowing the Live Aware Labs Platform to capture Playtesters’ images or personally identifiable information.

2.5 Affiliates. Customer Affiliates may enter Order Forms and this Agreement will apply to each such Order Form. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

2.6 Support Services. Subject to the terms and conditions of this Agreement, Live Aware Labs will exercise commercially reasonable efforts to (a) provide support for use of the Services to Customer and (b) keep the Services operational and available to Customer according to its standard policies and procedures. Live Aware Labs live technical support business hours are from 9:00 am - 5:00 pm Monday - Friday Pacific Time. Technical support can be contacted via email at support@liveawarelabs.com. Services may not be available during public or company holidays.

3. Free Trials

If Customer registers for a free trial, the Live Aware Labs Platform will be available to Customer pursuant to this Agreement as well as the terms and conditions stated in the Trial Terms of Service: [URL WILL BE ADDED HERE]

4. Fees

4.1 Fees. When you purchase a Pro or Enterprise tier plan, Customer will pay Live Aware Labs the fees set forth in the applicable Order Form. Unless set forth in an Order Form, fees are payable annually in advance, are non-refundable and are payable within thirty (30) days of the date of the applicable invoice. All fees are payable in United States Dollars. Any payments that are past due will bear interest at a rate of 1% per month (or, if less, the maximum allowed by applicable law) on the overdue balance. If Customer fails to pay any amount when due within 15 days of the due date, Live Aware Labs may suspend access to the Live Aware Labs Platform until undisputed fees are paid in full. Customer will be responsible for any costs Live Aware Labs incurs in seeking collection of amounts due, including reasonable attorneys fees and costs.

4.2 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Live Aware Labs. Customer will not withhold any Taxes from any amounts due to Live Aware Labs.

5. Proprietary Rights

5.1 Proprietary Rights.

(a) Live Aware Labs or its licensors exclusively owns all right, title and interest in and to the Live Aware Labs Platform, System Data, Documentation and Live Aware Labs’s Confidential Information. Customer has no right, license or authorization to any of Live Aware Labs’s intellectual property except as expressly provided herein and Live Aware Labs expressly reserves such rights “System Data” means data collected by Live Aware Labs regarding the Live Aware Labs Platform that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Live Aware Labs Platform.

(b) Customer exclusively owns all right, title and interest in and to the Customer Data, insights produced specifically for Customer via the use of the Live Aware Labs Platform by Customer (which will constitute Customer Data for purposes hereof) and Customer’s Confidential Information. Customer grants Live Aware Labs a limited, non-exclusive, perpetual license to Customer Data for the purpose of providing and improving the Services and for the purpose of training the analysis models used to provide the Services.

5.2 Feedback. Customer may provide Live Aware Labs suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Live Aware Labs Platform or Live Aware Labs Services. Live Aware Labs shall own all such Feedback with Customer having no right to compensation for same.

5.3 Product Improvement and Aggregated Statistics. Live Aware Labs may aggregate, collect and analyze Customer Data and other information relating to the performance of the Live Aware Labs Platform and shall be free (during and after the term hereof) to (i) use such data and other information to improve Live Aware Labs’s products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

6. Confidentiality and Security

6.1 Confidentiality. Each party agrees that it will use the Confidential Information of the other party according to this Agreement and will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 6, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief in addition to any other rights or remedies. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

6.2 Subcontractors. Live Aware Labs reserves the right to use one or more independent contractors who have entered into an agreement involving confidentiality provisions with Live Aware Labs to perform all or part of the Services. Upon reasonable request, Customer may ask Live Aware Labs to provide those signed undertakings in a reasonable timeframe. Live Aware Labs will remain solely responsible for the performance of all of the Services that are subcontracted.

6.3 Data Security. During the Term, Live Aware Labs will maintain commercially reasonable technical and organizational measures designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the SaaS Component (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of uploaded Customer Data; and (iii) prevent unauthorized access to uploaded Customer Data. Such security safeguards and measures are further described in the attached Data Processing Addendum, and Customer is solely responsible for determining whether such safeguards and measures meet Customer’s requirement. Live Aware Labs shall have no obligation to secure or protect any data stored locally on Customer’s or other’s devices.

7. Warranties and Disclaimers

7.1 Live Aware Labs. Live Aware Labs warrants, (i) it will provide the Live Aware Labs Platform and the Services in a manner compliant with applicable law; (ii) it will provide the Live Aware Labs Platform and Services in a professional and workmanlike manner and the Live Aware Labs Platform will conform in all material respects with the Documentation; (iii) it is duly organized and validly existing and has full right and authority to enter and perform this Agreement.

7.2 Customer. Customer warrants (i) that it has all rights necessary to provide any information, data or other materials that it provides hereunder and to permit Live Aware Labs to process same, (ii) that it will at all times use the Live Aware Labs Platform in a manner compliant with law; (iii) Live Aware Labs’s processing of Customer Data will not cause Live Aware Labs to suffer any liability for violation of any third-party’s rights or the violation of any applicable law. Customer further warrants that it has obtained all necessary rights and consents from any third-parties (e.g., play Playtesters) that have been provided access to the Live Aware Labs Platform, including consents required to use such third-parties’ recordings and data and any consents required for Playtesters under the age of 13 or under the Children’s Online Privacy Protection Act.

7.3 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. LIVE AWARE LABS MAKES NO WARRANTY THAT THE SERVICES OR LIVE AWARE LABS PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. LIVE AWARE LABS IS NOT RESPONSIBLE OR LIABLE FOR ANY NON-LIVE AWARE PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.

7.4 BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY PARTICIPATE IN PROGRAMS THROUGH WHICH CUSTOMER HAS ACCESS TO ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY LIVE AWARE LABS. ALL BETA PRODUCTS ARE PROVIDED “AS IS”. LIVE AWARE LABS DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL OR SUPPORT COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR LIVE AWARE LABS MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

8. Indemnification

8.1 Indemnity by Live Aware Labs. Live Aware Labs will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Live Aware Labs Platform as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Live Aware Labs) in connection with any such Claim. Should such a Claim arise, Live Aware Labs may at its option and expense (i) procure for Customer the right to continue using and receiving the Live Aware Labs Platform as set forth hereunder; (ii) replace or modify the Live Aware Labs Platform to make it non-infringing (with comparable functionality); or (iii) if (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Live Aware Labs will have no liability or obligation with respect to any infringement Claim if such Claim is caused in whole or in part by (A) use of the Live Aware Labs Platform by Customer not in accordance with this Agreement; (B) modification of the Live Aware Labs Platform by or on behalf of Customer; (C) Customer Confidential Information, (D) the combination, operation or use of the Live Aware Labs Platform with other products or services where the Live Aware Labs Platform would not by itself be infringing, or (E) with respect to Client Software, any failure by Customer to use a non-infringing workaround or modification that does not materially adversely affect the functionality or availability of the Live Aware Labs Platform (clauses (A) through (E), “Excluded Claims”). This Section states Live Aware Labs’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

8.2 Indemnification by Customer. Customer will defend Live Aware Labs against any Claim made or brought against Live Aware Labs by a third party arising out of (i) the Excluded Claims, (ii) any violation of applicable data or privacy laws related to Customer Data, and (iii) Customer’s violation of any provision of Section 2.3 or 2.4 or Section 7.2 and Customer will indemnify Live Aware Labs for any damages finally awarded against Live Aware Labs (or any settlement approved by Customer) in connection with any such Claim

8.3 Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 8.1 or Section 8.2. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 8.3 will not relieve the Indemnitor of its obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

9. Limitations of Liability

9.1 EXCLUSION OF DAMAGES. EXCEPT AS PROVIDED IN SECTION 9.3 BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE DAMAGES INCLUDING FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF CONTENT OR SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STATUTORY OR OTHERWISE EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9.2 LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTION 9.3 BELOW AND WITH RESPECT TO AMOUNTS OWED BY CUSTOMER, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT (UNDER ANY THEORY) EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID OR PAYABLE TO Live Aware Labs DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE CLAIM.

9.3 EXCEPTIONS. The exclusions and limitations set forth in Sections 9.1 and 9.2 do not apply to (a) fraud or fraudulent misrepresentation of either Party; (b) the liability of either party related to its indemnity obligations, which shall be limited to three (3) times the amount paid or payable by the Customer in the twelve (12) months immediately preceding the acts or omissions giving rise to the Claim; (c) liability for violation of law or willful misconduct.

10. Termination

10.1 Term. The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below. The initial term of each Order Form will begin on the Order Form Effective Date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

10.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

10.3 Survival. Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.

11. General

11.1 Publicity.

(a) Customer agrees that Live Aware Labs may refer to Customer’s name and trademarks in Live Aware Labs’s marketing materials and website (the “Marketing Materials”); however, Live Aware Labs will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email) (the “Additional Marketing Materials”).

(b) For avoidance of doubt, Customer grants Live Aware Labs a limited, non-exclusive, non-transferable, revocable license to use Customer's logo (the “Logo”) for use in the Marketing Materials and, with Customer’s prior written consent, the Additional Marketing Materials. Live Aware Labs acknowledges that Customer is the owner of all right, title, and interest in and to the Logo, and Live Aware Labs shall not contest the ownership of the Logo or the validity of any registration relating thereto.

11.2 Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

11.3 Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

11.4 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

11.5 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

11.6 Governing Law. This Agreement will be governed by the laws of the State of Washington, exclusive of its rules governing choice of law and conflict of laws. Venue for any dispute relating to this Agreement shall lie exclusively in the Federal or State courts located within King County, Washington. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

11.7 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.

11.8 Entire Agreement. This Agreement comprises the entire agreement between Customer and Live Aware Labs with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Live Aware Labs, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

11.9 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

11.10 Government Terms. Live Aware Labs provides the Live Aware Labs Platform, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Live Aware Labs Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Live Aware Labs Platform was developed fully at private expense.