PLEASE NOTE: WE’RE UPDATING THE TERMS FOUND BELOW. THE UPDATED TERMS WILL BE EFFECTIVE ON JULY 1, 2021 AND CAN BE FOUND HERE. YOUR USE OF THE BUSINESS SERVICES STARTING ON JULY 1, 2021 WILL BE SUBJECT TO THOSE UPDATED TERMS.

If the Creative Services Order Form is between Advertiser and Snap Inc., the Creative Services Terms found here govern.

If the Creative Services Order Form is between Advertiser and Snap Group Limited, Snap Group SAS, or Snap Aus. Pty Ltd, the Creative Services Terms found here govern.

These Creative Services Terms govern each Creative Services Order Form entered into between Snap and Advertiser. Capitalized terms used but not defined in these Creative Services Terms have the meanings given to them in the Creative Services Order Form.

1.1 Services. Snap agrees that it will provide, or will engage Service Provider (if any is listed in the Creative Services Order Form) to provide, each Deliverable for Advertiser to use and publicly display solely on Snapchat or on a platform owned and operated by Advertiser.

1.2 Advertiser License Grant. Advertiser will provide Advertising Materials (defined below) to Snap or Snap’s affiliates for Snap or Service Provider to create the Deliverable(s). Advertiser grants to Snap and Snap’s affiliates a limited, non-exclusive, non-sublicensable (except to Service Provider), non-transferable (except to Service Provider), worldwide, royalty-free license to use the Advertising Materials as set forth in this Agreement. “Advertising Materials” means artwork, copy, photos, images, visual assets, trademarks, logos, service marks, audio content, audiovisual materials, email addresses, video, URLs, musical compositions, master recordings, sound effects, and any other intellectual property or other content, including Advertiser’s or a third party’s names, logos, trademarks, and service marks, provided to Snap, Snap’s affiliates, or Service Provider for use in the Deliverable(s) and as set forth in this Agreement.

1.3 Snap License Grant. Snap grants to Advertiser a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use each Deliverable and publicly display it as an ad solely on Snapchat or on a platform owned and operated by Advertiser. Each Deliverable (excluding Advertising Materials), including any improvements, modifications, or derivative works of the Deliverable, are and will remain the sole property of Snap. Advertiser will not create any improvements, modifications, or derivative works using or incorporating any Deliverable without obtaining Snap’s prior written approval.

No more than three business days after Snap provides a Deliverable to Advertiser (the “Acceptance Period”), Advertiser will accept the Deliverable or provide feedback to Snap. If Advertiser provides feedback to Snap and the feedback does not, in Snap’s sole discretion, materially alter the scope of the services to be provided under this Agreement, Snap or Service Provider will provide a revised Deliverable to Advertiser (collectively, a “Feedback Round”). This Agreement includes up to three Feedback Rounds per Deliverable, with the Deliverable deemed accepted by Advertiser after the third Feedback Round, unless acting reasonably and in good faith, Advertiser rejects the Deliverable upon written notice to Snap (email acceptable) within three business days of receiving the Deliverable. Advertiser will notify Snap of, and will promptly resolve, any anticipated delays in delivering, or defects in, the Advertising Materials.

Following Advertiser’s acceptance or deemed acceptance of a Deliverable, Snap will send an invoice to Advertiser’s address (or if Agency is named in the Creative Services Order Form, to Agency’s address) for the Deliverable Cost for that Deliverable, plus all taxes (collectively, “Charges”). Advertiser agrees to pay Charges within 30 days from the invoice date. If an Agency is named in the Creative Services Order Form, Agency will be responsible for payment of Charges solely to the extent Agency has received payment from Advertiser. Upon request from Snap, Agency will inform Snap whether Advertiser has paid Agency the amounts due. If Advertiser has not paid Agency the full amount due, Snap may immediately seek payment directly from Advertiser.

This Agreement starts on the Effective Date and, unless earlier terminated in accordance with this Agreement, will continue until the date all Deliverables are accepted, deemed accepted, or rejected by Advertiser in accordance with Section 2 above. Snap and Advertiser can terminate this Agreement for convenience upon written notice to the other party, but in the event of Advertiser’s termination or rejection of the Deliverable, Advertiser will pay for all Deliverable Costs under this Agreement. Sections 1.2, 1.3, 3-5, 7-11 will survive any termination of this Agreement, and Section 6 will survive for five years following the date of termination of this Agreement.

Advertiser will review each Deliverable and will verify, document, and be responsible for the completeness and accuracy of all information and claims (direct or implied) in each Deliverable concerning Advertiser’s products, services, and promises, as well as any claims about other parties. Upon Snap’s request, Advertiser will provide Snap documentation to substantiate any of those claims. Advertiser will use the Deliverable in accordance with all applicable laws, rules, and regulations.

The parties agree that the terms of this Agreement, as well as any other non-public information that either party provides to the other party in connection with this Agreement that the recipient knew or reasonably should have known was confidential, are “Confidential Information.” Neither party will use the other party’s Confidential Information other than to exercise its rights and fulfill its obligations under this Agreement, and neither party will disclose Confidential Information to any third party, except (a) to a party’s Representatives, who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (b) as otherwise permitted by the terms of this Agreement. “Representative” means a party’s affiliates, officers, employees, agents, and professional advisers. Notwithstanding any other provision in this Agreement, the receiving party will not have any confidentiality obligations under this Section 6 with respect to Confidential Information that (w) was or becomes public through no fault of the receiving party; (x) is otherwise communicated to the receiving party free of any obligations of confidence; (y) the receiving party already knew, without any obligation of confidence; or (z) was independently developed by the receiving party without reference to any information communicated by the disclosing party. The receiving party may also disclose Confidential Information to the extent required by a valid order of a court or other governmental body that has jurisdiction over the receiving party if, to the extent legally permissible, the receiving party promptly notifies the disclosing party of such legal request before making any disclosure and complies with the disclosing party’s reasonable requests to oppose or limit the disclosure (at no cost to the receiving party). If no such protective order or other remedy is sought or obtained pursuant to this Section 6, the receiving party may disclose only that portion of Confidential Information that it is legally required to disclose and will use reasonable efforts to ensure that the Confidential Information disclosed will be accorded confidential treatment. When this Agreement terminates, each party will promptly return or destroy the other party’s Confidential Information except to the extent required to comply with law, rules, or regulations, or pursuant to that party’s bona fide automatic backup procedures.

Each party represents that it has the full power and rights to perform its obligations under this Agreement and is an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization. In performing this Agreement, each party represents and warrants that it is, and each of its affiliate companies are (a) not included on any restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”) and the Denied Party List, Unverified List, and Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security; (b) not owned or controlled by such a restricted party; and (c) not resident in, located in, or organized under the laws of any country with which trade is prohibited by OFAC or other applicable sanctions.

8.1 By Advertiser. Advertiser agrees to indemnify, defend, and hold harmless Snap, its affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all third party complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) (collectively, “Claims”) due to or arising out of: (a) the Advertising Materials, when used within the scope of this Agreement, actually or allegedly infringing the intellectual property, privacy, publicity, copyright, or other legal rights of any third party, or Claims that allege that the Advertising Materials are false, misleading, fraudulent, defamatory, or deceptive; (b) Advertiser’s actual or alleged breach of Section 7; (c) any fraud or misrepresentation by Advertiser in connection with this Agreement; and (d) Advertiser’s gross negligence or willful misconduct in connection with this Agreement.

8.2 By Snap. Snap agrees to indemnify, defend, and hold harmless Advertiser, its affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all third party Claims due to or arising out of: (a) the Deliverable (but not any Advertising Materials incorporated within the Deliverable), when used within the scope of this Agreement, actually or allegedly infringing the intellectual property, privacy, publicity, copyright, or other legal rights of any third party; (b) Snap’s or Service Provider’s actual or alleged breach of Section 7; (c) any fraud or misrepresentation by Snap in connection with this Agreement; and (d) Snap’s or Service Provider’s gross negligence or willful misconduct in connection with this Agreement.

8.3 Procedure. The indemnified party will promptly notify the indemnifying party in writing of any claim for which indemnification is sought, but any failure to notify the indemnifying party will not relieve the indemnifying party from any liability or obligation the indemnifying party may have under this Section 8, except to the extent of any material prejudice to the indemnifying party resulting from such failure. The indemnified party will reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, in connection with such defense and with the compromise or settlement of any such claim. The indemnifying party will not compromise any such claim in any manner without the prior written consent of the indemnified party, which consent will be provided in the indemnified party’s sole discretion. The indemnified party may participate (at its cost) in the defense and settlement of the claim with counsel of its own choosing.

SNAP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

EXCLUDING DAMAGES THAT RESULT FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (COLLECTIVELY, “CARVE-OUT CLAIMS”), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, MULTIPLE, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFIT, REVENUE OR BUSINESS) UNDER THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCLUDING CARVE-OUT CLAIMS, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF $50,000 OR THE AMOUNT PAID, PAYABLE, OR AWARDED VIA CREDIT BY ADVERTISER TO SNAP UNDER THIS AGREEMENT IN THE THREE MONTHS PRECEDING THE ACTIVITY GIVING RISE TO THE CLAIM.

11.1 Notice. All notices must be in writing and sent to the receiving party’s email address set forth in the Creative Services Order Form, and, in the case of legal notices to Snap, with a copy to legalnotices@snap.com. Notice will be deemed given on the date transmitted by email.

11.2 Governing Law; Venue. The laws of California, except for its conflict-of-laws principles, govern this Agreement and any proceedings arising out of or relating to this Agreement, or its subject matter, including any tort claims. Any such proceedings will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then the dispute will be litigated exclusively in the Superior Court of California, County of Los Angeles. The parties consent to personal jurisdiction in both courts. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY.

11.3 No Agency. This Agreement does not establish any agency, partnership, or joint venture between Advertiser and Snap.

11.4 Amendment. Any modification to or amendment of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.

11.5 Attorneys’ Fees. In any action arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

11.6 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. If a party does not enforce a provision in this Agreement, it will not be considered a waiver. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.

11.7 Construction. References to a section include all its subsections. The section headings are for convenience only and will not affect how this Agreement is construed. Unless this Agreement refers specifically to “business days,” all references to “days” mean calendar days. As used in this Agreement, “including” means “including without limitation.”

11.8 Counterparts. The parties may execute this Agreement in counterparts, including PDF and other electronic copies, which taken together will constitute one instrument.

11.9 Assignment. Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without the express prior written consent of the other party. This Agreement will bind each party and its successors and assigns.

11.10 Publicity. Except with the other party’s prior written approval, neither party will (a) issue a press release or make any other public statements regarding the substance or execution of this Agreement, or the existence of a business relationship with the other party relating to this Agreement; or (b) use the other party’s name, logos, trademarks, or other intellectual property in any public announcement or media.

11.11 Force Majeure. Excluding payment obligations, no party will be responsible for any failure or delay in performing under this Agreement to the extent caused by any event beyond its reasonable control.

11.12 Entire Agreement. This Agreement sets forth the entire understanding and agreement, and supersedes all other agreements, between the parties relating to the subject matter of this Agreement.

These Creative Services Terms govern each Creative Services Order Form entered into between Snap and Advertiser. Capitalised terms used but not defined in these Creative Services Terms have the meanings given to them in the Creative Services Order Form.

1.1 Services. Snap agrees that it will provide, or will engage Service Provider (if any is listed in the Creative Services Order Form) to provide, each Deliverable for Advertiser to use and publicly display solely on Snapchat or on a platform owned and operated by Advertiser.

1.2 Advertiser Licence Grant. Advertiser will provide Advertising Materials (defined below) to Snap or Snap’s affiliates for Snap or Service Provider to create the Deliverable(s). Advertiser grants to Snap and Snap’s affiliates a limited, non-exclusive, non-sublicensable (except to Service Provider), non-transferable (except to Service Provider), worldwide, royalty-free licence to use the Advertising Materials as set forth in this Agreement. “Advertising Materials” means artwork, copy, photos, images, visual assets, trademarks, logos, service marks, audio content, audiovisual materials, email addresses, video, URLs, musical compositions, master recordings, sound effects, and any other intellectual property or other content, including Advertiser’s or a third party’s names, logos, trademarks, and service marks, provided to Snap, Snap’s affiliates, or Service Provider for use in the Deliverable(s) as set forth in this Agreement.

1.3 Moral Rights. To the extent permitted by law, each party will ensure that all rights described in Part I, Chapter VI of the Copyright, Designs and Patents Act 1988 and any similar rights of authors anywhere in the world are waived (or where not lawfully possible to waive, each party will ensure that the applicable authors agree not to assert such rights) in the Advertising Materials (in the case of Advertiser), and in the Deliverables excluding the Advertising Materials (in the case of Snap).

1.4 Snap Licence Grant. Snap grants to Advertiser a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to use each Deliverable and publicly display it as an ad solely on Snapchat or on a platform owned and operated by Advertiser. Each Deliverable (excluding Advertising Materials), including any improvements, modifications, or derivative works of the Deliverable, are and will remain the sole property of Snap. Advertiser will not create any improvements, modifications, or derivative works using or incorporating any Deliverable without obtaining Snap’s prior written approval.

No more than three business days after Snap provides a Deliverable to Advertiser (the “Acceptance Period”), Advertiser will accept the Deliverable or provide feedback to Snap. If Advertiser provides feedback to Snap and the feedback does not, in Snap’s sole discretion, materially alter the scope of the services to be provided under this Agreement, Snap or Service Provider will provide a revised Deliverable to Advertiser (collectively, a “Feedback Round”). This Agreement includes up to three Feedback Rounds per Deliverable, with the Deliverable deemed accepted by Advertiser after the third Feedback Round, unless acting reasonably and in good faith, Advertiser rejects the Deliverable upon written notice to Snap (email acceptable) within three business days of receiving the Deliverable. Advertiser will notify Snap of, and will promptly resolve, any anticipated delays in delivering, or defects in, the Advertising Materials.

Following Advertiser’s acceptance or deemed acceptance of a Deliverable, Snap will send an invoice to Advertiser’s address (or if Agency is named in the Creative Services Order Form, to Agency’s address) for the Deliverable Cost for that Deliverable, plus all taxes (collectively, “Charges”). Advertiser agrees to pay Charges within 30 days from the invoice date. If an Agency is named in the Creative Services Order Form, Agency will be responsible for payment of Charges solely to the extent Agency has received payment from Advertiser. Upon request from Snap, Agency will inform Snap whether Advertiser has paid Agency the amounts due. If Advertiser has not paid Agency the full amount due, Snap may immediately seek payment directly from Advertiser.

This Agreement starts on the Effective Date and, unless earlier terminated in accordance with this Agreement, will continue until the date all Deliverables are accepted, deemed accepted, or rejected by Advertiser in accordance with Section 2 above. Snap and Advertiser can terminate this Agreement for convenience upon written notice to the other party, but in the event of Advertiser’s termination or rejection of the Deliverable, Advertiser will pay for all Deliverable Costs under this Agreement. Sections 1.2-1.4, 3-5, 7-11 will survive any termination of this Agreement, and Section 6 will survive for five years following the date of termination of this Agreement.

Advertiser will review each Deliverable and will verify, document, and be responsible for the completeness and accuracy of all information and claims (direct or implied) in each Deliverable concerning Advertiser’s products, services, and promises, as well as any claims about other parties. Upon Snap’s request, Advertiser will provide Snap documentation to substantiate any of those claims. Advertiser will use the Deliverable in accordance with all applicable laws, rules, regulations, and codes of practice.

The parties agree that the terms of this Agreement, as well as any other non-public information that either party provides to the other party in connection with this Agreement that the recipient knew or reasonably should have known was confidential, are “Confidential Information.” Neither party will use the other party’s Confidential Information other than to exercise its rights and fulfill its obligations under this Agreement, and neither party will disclose Confidential Information to any third party, except (a) to a party’s Representatives, who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (b) as otherwise permitted by the terms of this Agreement. “Representative” means a party’s affiliates, officers, employees, agents, and professional advisers. Notwithstanding any other provision in this Agreement, the receiving party will not have any confidentiality obligations under this Section 6 with respect to Confidential Information that (w) was or becomes public through no fault of the receiving party; (x) is otherwise communicated to the receiving party free of any obligations of confidence; (y) the receiving party already knew, without any obligation of confidence; or (z) was independently developed by the receiving party without reference to any information communicated by the disclosing party. The receiving party may also disclose Confidential Information to the extent required by a valid order of a court or other governmental body that has jurisdiction over the receiving party if, to the extent legally permissible, the receiving party promptly notifies the disclosing party of such legal request before making any disclosure and complies with the disclosing party’s reasonable requests to oppose or limit the disclosure (at no cost to the receiving party). If no such protective order or other remedy is sought or obtained pursuant to this Section 6, the receiving party may disclose only that portion of Confidential Information that it is legally required to disclose and will use reasonable efforts to ensure that the Confidential Information disclosed will be accorded confidential treatment. When this Agreement terminates, each party will promptly return or destroy the other party’s Confidential Information except to the extent required to comply with law, rules, or regulations, or pursuant to that party’s bona fide automatic backup procedures.

Each party represents that it has the full power and rights to perform its obligations under this Agreement and is an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization. In performing this Agreement, each party represents and warrants that it is, and each of its affiliate companies are, (a) not included on any restricted party lists maintained by the United States, European Union, United Kingdom, or any government authority in countries where it operates, including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), the Denied Party List, Unverified List, and Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security, and the United Kingdom and European Union consolidated lists of persons and entities subject to financial sanctions targets; (b) not owned or controlled by such a restricted party; and (c) not resident in, located in, or organized under the laws of any country with which trade is prohibited by the sanctions described above.

8.1 By Advertiser. Advertiser agrees to indemnify, defend, and hold harmless Snap, its affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all third party complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) (collectively, “Claims”) due to or arising out of: (a) the Advertising Materials, when used within the scope of this Agreement, actually or allegedly infringing the intellectual property, privacy, publicity, copyright, or other legal rights of any third party, or Claims that allege that the Advertising Materials are false, misleading, fraudulent, defamatory, or deceptive; (b) Advertiser’s actual or alleged breach of Section 7; (c) any fraud or misrepresentation by Advertiser in connection with this Agreement; and (d) Advertiser’s gross negligence or willful misconduct in connection with this Agreement.

8.2 By Snap. Snap agrees to indemnify, defend, and hold harmless Advertiser, its affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all third party Claims due to or arising out of: (a) the Deliverable (but not any Advertising Materials incorporated within the Deliverable), when used within the scope of this Agreement, actually or allegedly infringing the intellectual property, privacy, publicity, copyright, or other legal rights of any third party; (b) Snap’s or Service Provider’s actual or alleged breach of Section 7; (c) any fraud or misrepresentation by Snap in connection with this Agreement; and (d) Snap’s or Service Provider’s gross negligence or willful misconduct in connection with this Agreement.

8.3 Procedure. The indemnified party will promptly notify the indemnifying party in writing of any claim for which indemnification is sought, but any failure to notify the indemnifying party will not relieve the indemnifying party from any liability or obligation the indemnifying party may have under this Section 8, except to the extent of any material prejudice to the indemnifying party resulting from such failure. The indemnified party will reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, in connection with such defense and with the compromise or settlement of any such claim. The indemnifying party will not compromise any such claim in any manner without the prior written consent of the indemnified party, which consent will be provided in the indemnified party’s sole discretion. The indemnified party may participate (at its cost) in the defense and settlement of the claim with counsel of its own choosing.

All warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing, or otherwise are excluded to the fullest extent permitted by law, including any condition of satisfactory quality or fitness or a particular purpose.

Nothing in this Agreement will exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Neither party will be liable for any (x) multiple, incidental, punitive, special, or exemplary damages; (y) damage for loss of actual or anticipated income, profits or savings, loss off goodwill or reputation, business interruption, or loss of information; or (z) any indirect or consequential loss or damage of any kind; however arising and whether caused by tort (including negligence), breach of contract or otherwise, and whether or not such loss or damage is foreseeable, foreseen, or known. Excluding liability that results from a party’s gross negligence, willful misconduct, breach of its confidentiality obligations under Section 6, or indemnification obligations under Section 8, the maximum aggregate liability of each party under this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the lesser of GBP 50,000 and the amount paid, payable, or awarded via credit by Advertiser to Snap under this Agreement in the three months preceding the activity giving rise to the claim.

11.1 Notice. All notices must be in writing and sent to the receiving party’s email address set forth in the Creative Services Order Form, and, in the case of legal notices to Snap, with a copy to legalnotices@snap.com. Notice will be deemed given on the date transmitted by email.

11.2 Governing Law; Venue. This Agreement is governed by and will be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to handle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

11.3 No Agency. This Agreement does not establish any agency, partnership, or joint venture between Advertiser and Snap.

11.4 Amendment. Any modification to or amendment of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.

11.5 Attorneys’ Fees. In any action arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

11.6 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. If a party does not enforce a provision in this Agreement, it will not be considered a waiver. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.

11.7 Construction. References to a section include all its subsections. The section headings are for convenience only and will not affect how this Agreement is construed. Unless this Agreement refers specifically to “business days,” all references to “days” mean calendar days. As used in this Agreement, “including” means “including without limitation.”

11.8 Counterparts. The parties may execute this Agreement in counterparts, including PDF and other electronic copies, which taken together will constitute one instrument.

11.9 Assignment. Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without the express prior written consent of the other party. This Agreement will bind each party and its successors and assigns.

11.10 Publicity. Except with the other party’s prior written approval, neither party will (a) issue a press release or make any other public statements regarding the substance or execution of this Agreement, or the existence of a business relationship with the other party relating to this Agreement; or (b) use the other party’s name, logos, trademarks, or other intellectual property in any public announcement or media.

11.11 Force Majeure. Excluding payment obligations, no party will be responsible for any failure or delay in performing under this Agreement to the extent caused by any event beyond its reasonable control.

11.12 Entire Agreement. This Agreement sets forth the entire understanding and agreement, and supersedes all other agreements, between the parties relating to the subject matter of this Agreement.