BY CHECKING THE ACCEPTANCE BOX, CLICKING “SUBSCRIBE”, OR OTHERWISE ACCESSING OR USING ALL OR ANY PORTION OF THE CONVERSATIONAL AI ENGINE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND IS LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE CONVERSATIONAL AI ENGINE. IF YOU WISH TO USE THE CONVERSATIONAL AI ENGINE AS AN EMPLOYEE, AGENT, OR OTHER REPRESENTATIVE OF A CORPORATION, ORGANIZATION, OR OTHER ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO.

This Subscription Services Agreement (this “Agreement”) is by and between Reinform, Inc. d/b/a Structurely, a Delaware corporation with offices located at 525 Kellogg Ave #408, Ames, IA 50010 (“Structurely”), and the customer purchasing a subscription to access and use the Conversational AI Engine in accordance with the terms hereof (“Customer”). This Agreement is effective as of the date that Customer first accepts and agrees to be bound by the terms of this Agreement. Structurely and Customer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

Structurely may amend this Agreement from time to time immediately upon notice to Customer as set forth in the terms below. Such notice may be given by any means, including by email, notification via the Conversational AI Engine, or posting of the most recent version of this Agreement on Structurely’s website. Customer agrees that any of these notification methods constitutes adequate notice to inform Customer of any amendments to this Agreement, and Customer further agrees to be bound by any such amendments to this Agreement upon such notification. If Customer does not agree to any such amendment, Customer must immediately cease all access to and use of the Conversational AI Engine.

1. DEFINITIONS.

1. “Confidential Information” means any information, whether provided or retained in writing, verbally, by electronic or other data transmission, or in any other form or media, that is provided or otherwise made available by a Party to the other Party, including information or data relating to a Party’s technology, software, methods or processes, trade secrets, technical information, financial information, pricing information, pricing methodologies, customer lists and customer, prospective customer, and end user information, business or marketing plans, and any other information that would reasonably be understood to be confidential or proprietary given the nature of the information or circumstances of disclosure. Any proprietary or non-public information about the Conversational AI Engine shall be deemed Structurely’s Confidential Information, and any proprietary or non-public information about the Customer Platform shall be deemed Customer’s Confidential Information.
2. “Conversation” means each individual use case for which an End User utilizes the Conversational AI Engine to communicate with a Lead. For purposes hereof, “use case” shall refer to an individual marketing situation or scenario in which an End User communicates with a Lead, as defined pursuant to Structurely’s standard internal policies. By way of example only, each of the following shall be considered an individual use case: (a) initial marketing communication with a new Lead; (b) follow-up marketing communication with a revitalized Lead; and (c) any marketing communication with an existing Lead regarding a new or separate product, service, or offering.
3. “Conversational AI Engine” means Structurely’s proprietary conversational artificial intelligence program used to communicate with a Lead.
4. “Customer Platform” means Customer’s own cloud-based customer relationship management (CRM) software solution, lead generation service and/or management solution, or similar marketing technology platform.
5. “Custom Script” means any custom script to be developed for Customer for utilization in Conversations with Leads via the Conversational AI Engine.
6. “Custom Script Fees” means Structurely’s then-current standard fees for development of any Custom Scripts, which will be notified to Customer prior to beginning work.
7. “End User” means any employee, agent, or representative of Customer that is authorized to use the Customer Platform.
8. “Fees” means, collectively, the subscription fees payable for Customer’s selected subscription plan, any Custom Script Fees, and any other overages, fees, or other amounts charged to Customer under this Agreement.
9. “Lead” means a member of the general public that has contacted or interacted in any way with an End User via the Conversational AI Engine.
10. “Lead Content” means any information and data regarding any written communication between a Lead and the Conversational AI Engine, including the text of and any content contained in such communications, the dates and times of such communications, response log times, response rates, number of contacts to resolution, and similar other metadata.
11. “Updates” means any updates, error corrections, bug fixes, patches, or other modifications to the Conversational AI Engine as may be provided by Structurely from time to time under this Agreement.

1. LICENSE; RESTRICTIONS.

1. License Grant.  Subject to the terms and conditions of this Agreement, Structurely grants to Customer, during the applicable subscription term, a non-exclusive, non-transferable, non-sublicensable, limited license to: (a) integrate the Conversational AI Engine into the Customer Platform for the sole purpose of making the Conversational AI Engine available to End Users via the Customer Platform; and (b) permit its End Users to access and use the Conversational AI Engine via the Customer Platform. Customer’s use of the Conversational AI Engine may be limited by the number of Conversations per calendar month as indicated in Customer’s selected subscription plan, and Customer acknowledges that any usage in excess of any such limit may incur overage fees. Customer shall be solely responsible for ensuring that its End Users comply with this Agreement.
2. Restrictions on Use.  Except as otherwise expressly set forth herein, Customer shall not, and shall not permit any End User or other third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Conversational AI Engine; (b) copy, modify, adapt, translate, or create derivative works based on the Conversational AI Engine or any related documentation; (c) rent, lease, license, distribute, sell, resell, assign, time-share, or otherwise transfer any rights to use the Conversational AI Engine to any third party; (d) circumvent, disable, or interfere with any security-related features of the Conversational AI Engine, or otherwise attempt to disrupt the security or normal operation of the Conversational AI Engine; (e) use the Conversational AI Engine for the benefit of any third party; (f) alter, remove, or obscure any copyright or attribution notices, proprietary markings, trademarks, or trade names (whether of Structurely or its third-party licensors) from the Conversational AI Engine or any associated materials furnished or made available by Structurely hereunder; (g) use the Conversational AI Engine to store or transmit any Malicious Code or any infringing, libelous, or otherwise unlawful or tortious material; (h) use the Conversational AI Engine in any manner to compete with, or facilitate any third party in competing with, any Structurely product or service; or (i) use the Conversational AI Engine in violation of any applicable law, regulation, or third-party privacy or other rights (including intellectual property rights). Structurely may monitor Customer’s and its End Users’ usage of the Conversational AI Engine and may immediately suspend Customer’s and/or its End Users’ access to the Conversational AI Engine, with or without notice, in the event Structurely becomes aware of or otherwise reasonably suspects that Customer or any of its End Users has violated the terms of this Agreement.

1. INTEGRATION AND SUPPORT.

1. Integration.  Customer shall be responsible for integrating the Conversational AI Engine with the Customer Platform in accordance with Structurely’s reasonable instructions and direction regarding the same. Upon Customer’s request, Structurely shall provide Customer with reasonable cooperation and assistance as may be necessary for Customer to complete the integration.
2. Support.  Customer shall be solely responsible for: (a) supporting and maintaining the Customer Platform and the integration with the Conversational AI Engine; (b) providing first-level support for basic End User inquiries regarding the Conversational AI Engine, including responding to and resolving End User questions regarding the features and operation thereof; and (c) promptly reporting to Structurely all technical support requests received from End Users, and any other error, bug, defect, or other issue, in each case relating to the Conversational AI Engine that Customer is unable to resolve (each, an “Error”). Structurely shall use commercially reasonable efforts to promptly respond to and resolve each such Error and, to the extent applicable, shall make available any appropriate Updates within a commercially reasonable time period, provided that Customer acknowledges and agrees that in no event shall Structurely be liable to Customer for any Error arising from or caused by the Customer Platform, the integration, or any misuse of the Conversational AI Engine or other negligence or fault of Customer.
3. Updates and Modifications.  Structurely may, from time to time, make available to Customer any Updates that Structurely generally makes available to its other customers. In addition, Structurely reserves the right to modify, improve, or otherwise change the Conversational AI Engine from time to time in its sole discretion, provided that Structurely will use reasonable efforts to ensure that no such modification, improvement, or change materially and adversely affects the operation or features of the Conversational AI Engine as subscribed to by Customer hereunder.
4. Custom Scripts.  If requested by Customer and subject to payment of the applicable Custom Script Fees, Structurely shall develop Custom Scripts for utilization by Customer and its End Users in Conversations with Leads via the Conversational AI Engine.

1. PAYMENTS.

1. Fees and Payment.  Customer shall pay to Structurely all Fees as set forth in Customer’s selected subscription plan. Customer may select quarterly or annual billing, depending on the selected subscription plan. Other than overage fees (which will be billed in the following month after they are incurred), all Fees will be charged to Customer upfront based on the billing frequency selected by Customer. Structurely shall charge all applicable initial Fees to Customer upon account setup and thereafter as incurred, and Customer shall pay all such Fees via its account by credit card or other payment method acceptable to Structurely. Customer acknowledges and agrees that submission of a credit card or other payment method (a) authorizes Structurely to immediately charge Customer’s credit card or other payment method for all Fees due, and that no additional consent or notice is required, and (b) shall be deemed acknowledgment and confirmation that Customer is authorized to use and have Fees charged to such credit card or other payment method. Customer is solely responsible for keeping its payment information up to date, and Customer agrees to immediately notify Structurely of any change in the billing address or the credit card used for payment. Structurely may adjust the Fees from time to time and will notify Customer of any such adjustment. Any overdue payments will be subject to interest from the due date until the date of actual payment at a rate of one-and-a-half percent (1.5%) per month or the maximum amount permitted under applicable law, whichever is less. In addition, in the event any payment is not received when due, Structurely may suspend Customer’s and its End Users’ access to the Conversational AI Engine upon five (5) business days’ written notice.
2. Taxes.  Customer shall be solely responsible for any and all applicable sales, use, value-added, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder, other than taxes based on Structurely’s net income.

1. PROPRIETARY RIGHTS.

1. Ownership of the Conversational AI Engine.  Customer acknowledges and agrees that, as between the Parties, Structurely shall retain exclusive ownership of all right, title, and interest in and to the Conversational AI Engine, including all software code, programs, technology, related documentation and materials, designs, specifications, methods, and processes, all Updates, modifications, enhancements, and derivatives of or to any of the foregoing, and all intellectual property rights therein. Except as otherwise expressly set forth herein, Structurely hereby reserves all rights in and to the Conversational AI Engine. In the event Customer obtains any rights in or to the Conversational AI Engine, Customer hereby assigns (and causes to be assigned) all such rights to Structurely.
2. Ownership of the Customer Platform.  Structurely acknowledges and agrees that, as between the Parties, Customer shall retain exclusive ownership of all right, title, and interest in and to the Customer Platform and all intellectual property rights therein.
3. Ownership and Use of Lead Content.  Customer acknowledges and agrees that, as between the Parties, Structurely shall exclusively own all right, title, and interest in and to all Lead Content and any derivative works thereof, including any resulting data, analyses, reports, or models; provided, however, that Customer may: (a) use Lead Content for its internal business purposes, including to conduct and manage Conversations with Leads and for related analytics purposes; and (b) retain copies of all Lead Content made available to Customer during the subscription term following any expiration or termination of this Agreement.
4. Ownership of Custom Scripts.  Structurely acknowledges and agrees that, as between the Parties, and subject to Structurely’s underlying intellectual property rights and payment by Customer of the applicable Custom Script Fees, Customer shall own all right, title, and interest in and to all Custom Scripts. Subject to Structurely’s underlying intellectual property rights and payment by Customer of the applicable Custom Script Fees, Structurely hereby assigns to Customer all right, title, and interest in and to the Custom Scripts. Notwithstanding anything herein to the contrary, Structurely shall have the right to use Custom Scripts to provide and support the Conversational AI Engine for Customer and to otherwise perform its obligations under this Agreement.
5. Ownership of Feedback.  In the event Customer or any End User provides Structurely with any suggestions, recommendations, comments, or other feedback regarding the Conversational AI Engine (“Feedback”), Structurely shall exclusively own, and Customer hereby assigns to Structurely, all right, title, and interest in and to such Feedback. For the avoidance of doubt, Structurely shall have the right to use Feedback for any purpose, including to improve and enhance the Conversational AI Engine, to develop new features or functionality, and to otherwise use and exploit such Feedback for Structurely’s business purposes without compensation to Customer.

1. TERM AND TERMINATION.

1. Subscription Term.  Unless otherwise indicated or agreed by Structurely, the term of each subscription plan shall begin on the date of purchase by Customer and continue for the duration of the term set forth in such subscription plan. Upon expiration of the original subscription term, the subscription plan shall automatically renew for successive subscription terms equivalent in length to such original subscription term, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription term.
2. Termination.  Either Party may terminate this Agreement if the other Party: (a) commits a material breach of any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) files a petition for bankruptcy or has a petition for bankruptcy filed against it (and such petition is not dismissed within forty-five (45) days), is adjudicated bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, or enters into an agreement with its creditors pursuant to other bankruptcy law.
3. Effect of Termination.  Upon any expiration or termination of this Agreement: (a) Structurely shall immediately cease providing the Conversational AI Engine and related support and services to Customer; (b) Customer shall immediately cease, and cause its End Users to immediately cease, all access to and use of the Conversational AI Engine; and (c) Structurely shall charge Customer for, and Customer agrees to pay, all outstanding Fees owed to Structurely. In addition, in the event this Agreement is early terminated for any reason other than Structurely’s material breach, Customer shall remain liable for, and agrees to pay to Structurely, all Fees that would have become due and payable through the then-current subscription term had this Agreement not been early terminated.

1. CONFIDENTIAL INFORMATION.

1. Obligations.  Each Party (“Receiving Party”) shall hold the Confidential Information of the other Party (“Disclosing Party”) in strict confidence using measures at least as protective as those used to protect its own Confidential Information of like kind (and in no event less than a reasonable degree of care). Receiving Party shall not: (a) use Disclosing Party’s Confidential Information except as necessary to perform its obligations and exercise its rights hereunder; or (b) disclose such Confidential Information to any third party, except to its employees, agents, and representatives who have a need-to-know for purposes of this Agreement and who are bound by obligations of confidentiality at least as restrictive as those set forth herein.  Upon expiration or termination of this Agreement, or at any time upon the request of Disclosing Party, Receiving Party shall promptly return or destroy Disclosing Party’s Confidential Information and all copies thereof, except to the extent required by applicable law or regulation or as necessary to comply with standard data archiving procedures (provided, that such copies shall remain subject to the confidentiality obligations herein).
2. Exceptions.  The obligations set forth in Section 7.1 shall not apply to any portion of the Confidential Information that: (a) Receiving Party already possessed at the time of disclosure; (b) Receiving Party received in good faith on a non-confidential basis from a third party lawfully in possession thereof; (c) was publicly known or available at the time of its receipt by Receiving Party or becomes publicly known or available other than by a breach of this Agreement or any other agreement between the Parties; or (d) is independently developed by Receiving Party without use of, or reference to, Disclosing Party’s Confidential Information. A disclosure of Confidential Information required by applicable statute or regulation or by judicial or administrative process shall not be considered a breach of this Section 7, provided, that Receiving Party shall, to the extent permitted under applicable law, promptly notify Disclosing Party of such requirements so as to provide Disclosing Party the opportunity to seek a protective order or other appropriate remedy.

1. WARRANTIES; DISCLAIMER.

1. Customer Warranties.  Customer represents and warrants that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into, and to perform its obligations under this Agreement; (c) when executed and delivered by it, this Agreement will constitute the legal, valid, and binding obligation of Customer, enforceable against it in accordance with its terms; (d) the Customer Platform will not infringe, misappropriate, or otherwise violate the intellectual property or proprietary rights of any third party; and (e) it will comply with all laws and regulations applicable to the operation of its business and use of the Conversational AI Engine, including the Telephone Consumer Protection Act and similar laws and regulations governing the texting of consumers.
2. Disclaimer.  THE CONVERSATIONAL AI ENGINE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, STRUCTURELY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES REGARDING THE CONVERSATIONAL AI ENGINE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR ORAL OR WRITTEN STATEMENTS OF STRUCTURELY OR ITS REPRESENTATIVES, INCLUDING ANY WARRANTIES: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, OR USEFULNESS OF THE CONVERSATIONAL AI ENGINE, OR THAT THE CONVERSATIONAL AI ENGINE WILL MEET CUSTOMER’S REQUIREMENTS OR SATISFACTION; (C) THAT CUSTOMER’S USE OF THE CONVERSATIONAL AI ENGINE WILL BE SECURE OR UNINTERRUPTED; OR (D) THAT THE CONVERSATIONAL AI ENGINE WILL BE FREE OF ERRORS, DEFECTS, OR VIRUSES, OR THAT ERRORS IN THE CONVERSATIONAL AI ENGINE WILL BE CORRECTED.

1. INDEMNIFICATION.

1. Indemnification by Structurely.  Structurely shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred in connection with any third-party claim, demand, or cause of action (“Third-Party Claim”) that the Conversational AI Engine infringes, misappropriates, or otherwise violates the intellectual property rights of any third party; provided, however, that the foregoing obligation shall not apply to any infringement claim arising out of or resulting from: (a) any combination of the Conversational AI Engine with any software, technology, data, or other materials not provided by Structurely; (b) any modification to the Conversational AI Engine not made by Structurely; (c) use of the Conversational AI Engine other than as permitted hereunder; or (d) any conversational scripts or other specifications, requirements, or materials provided by Customer. If Structurely believes that use of the Conversational AI Engine is likely to be enjoined by reason of a claim of infringement, Structurely may, at its option and expense: (i) procure for Customer the right to continue using the Conversational AI Engine; (ii) replace or modify the Conversational AI Engine to make it non-infringing; or (iii) terminate this Agreement and issue to Customer a prorated refund of all pre-paid but unused Fees. THIS SECTION 9.1 STATES STRUCTURELY’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
2. Indemnification by Customer.  Customer shall indemnify, defend, and hold harmless Structurely, its affiliates, and its and their respective officers, directors, owners, members, employees, contractors, and agents from and against any and all Losses incurred in connection with any Third-Party Claim: (a) that the Customer Platform or any portion thereof infringes, misappropriates, or otherwise violates the intellectual property rights of any third party; (b) arising out of Customer’s breach of this Agreement, including any misuse by Customer or its End Users of the Conversational AI Engine; (c) arising out of Customer’s relationship or transactions with any Lead; or (d) arising out of Customer’s fraud, gross negligence, willful misconduct, or violation of law.

1. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL STRUCTURELY BE LIABLE FOR ANY: (A) INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE OR LOSS OF DATA, EVEN IF STRUCTURELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF THE TOTAL FEES ACTUALLY PAID TO STRUCTURELY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. GENERAL PROVISIONS.

1. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to the conflicts of law rules of that jurisdiction.  Each Party consents to the exclusive jurisdiction of the state and federal courts located in Story County, Iowa in connection with all disputes arising hereunder and waives any objection to the propriety or convenience of venue in such courts.
2. Assignment.  Customer shall not assign this Agreement, in whole or in part, without Structurely’s prior written consent, and any attempt to do so without such consent shall be deemed null and void. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns.
3. Severability.  If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall not be affected, and the invalid, illegal, or unenforceable provision shall be replaced by such valid, legal, and enforceable provision as comes closest to the intention underlying the invalid, illegal, or unenforceable provision.
4. Independent Contractors.  Each Party agrees that the other is acting as an independent contractor with respect to this Agreement, and neither Party shall have the right to bind or obligate the other Party.  Nothing in this Agreement shall be deemed or construed to create an agency, partnership, or joint venture between Structurely and Customer.
5. No Third-Party Beneficiaries.  Each Party agrees that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
6. Notices.  Except as otherwise expressly specified herein, all notices or other communications under this Agreement shall be in writing and deemed duly served on and given: (a) when delivered either personally or by a commercial overnight carrier, with written verification of receipt; (b) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) the next business day when delivered by email, if the sender retains evidence of successful transmission and promptly sends a copy by ordinary mail. Notices to Structurely shall be delivered to: Reinform, Inc. d/b/a Structurely, PO Box 408, Ames, IA 50010, Attn: Andrew Dickelman. Notices to Customer shall be delivered to the billing address specified by Customer at account setup.
7. Survival.  Sections 2.2, 4, 5, 6.3, and 7 through 11, and any other terms which, by their nature, would reasonably be assumed to survive termination or expiration of this Agreement, shall survive any termination or expiration of this Agreement.
8. Force Majeure.  Except for a Party’s payment obligations hereunder, neither Party shall be responsible for delays or failures in performance arising from events beyond the reasonable control of such Party, including acts of God, decisions or actions of any governmental or regulatory authorities (including changes to applicable law), riots, strikes, acts of war, civil unrest, epidemics, pandemics, fire, flood, power or communication line failures, Internet failures, earthquakes or other disasters, or other similar causes; provided, however, that the non-performing Party shall use commercially reasonable efforts to avoid or remove such causes of non-performance and shall continue performance hereunder with reasonable dispatch whenever such causes are removed.
9. Amendment; Waivers.  This Agreement may be changed by Structurely from time to time immediately upon notice to Customer (which Structurely may give by any means, including by email, notification via the Conversational AI Engine, or posting of the most recent version of this Agreement on Structurely’s website), provided that any such changes will: (a) only be applied prospectively; and (b) apply to all similarly situated Structurely customers (and will not be specifically directed against Customer or any of its End Users). Except as provided in this Section 11.9, this Agreement may not be supplemented, modified, or otherwise amended unless signed by duly authorized representatives of both Parties. No waiver shall be effective unless it is in writing and signed by an authorized signatory of the Party against whom enforcement of the waiver is sought. Failure by either Party to exercise its rights under this Agreement shall not be deemed a waiver of any such rights.
10. Interpretation; Construction. The headings preceding the text of the sections and subsections of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of this Agreement. Any use of the word “including” will be interpreted to mean “including, but not limited to,” unless otherwise indicated. All references to dollars (including via the symbol “$”) shall refer to the currency United States dollars. References to any person (including the Parties and any other entities referred to) shall be construed to mean such person and its successors in interest and permitted assigns, as applicable. The Parties agree that this Agreement is the result of careful negotiations between sophisticated parties and, thus, any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.
11. Entire Agreement; Counterparts.  This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such subject matter.