THESE GOVX PARTNER TERMS OF SERVICE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND GOVX, INC. ("GOVX"). BY USING THE GOVX APPLICATION OR THE SERVICES (AS DEFINED BELOW), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THE TERMS OF THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT AS AN INDIVIDUAL, “CUSTOMER” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THE SERVICES OR GOVX APPLICATION.

1. Definitions

1.1 “Authorized Purposes” means Customer’s commercial business purposes, but not for the provision of services to any third party.

1.2 “Customer Materials” means all Customer images and text submitted, stored, posted, displayed or by GovX as a result of Customer’s use of the GovX Affiliate Marketing Service.

1.3 “Customer System” means Customer’s website(s), servers and other equipment and software used in the conduct of Customer’s business.

1.4 “Documentation” means the printed or electronic user instructions and help files made available by GovX for use with the GovX Application and/or Services, as may be updated from time to time by GovX.

1.5 “GovX Affiliate Marketing Service” means GovX promotion of Customer’s products or services on GovX’s marketing channels, including but not limited to promotion on GovX’s websites and email channels.

1.6 “GovX Application” means the GovX ID Exclusive Discounts application for Shopify web stores.

1.7 “GovX Trademarks” means the trademarks, service marks, trade names logotypes, and URLs of GovX, regardless of whether they are registered with the United States Patent and Trademark Office.

1.8 “GovX Verification Service” means GovX’s proprietary service used to verify an individual’s eligibility to receive military, first responder, healthcare employee and government employee discounts.

1.9 “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

1.10 “Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org).

1.11 “Services” means, collectively, the GovX Verification Service and the GovX Affiliate Marketing Service, provided that such definition excludes any Open Source Software that may be used to provide such services.

1.12 “User Data” means data and information provided by individuals whose eligibility to receive military, first responder, healthcare employee and government employee discounts is verified by the GovX Verification Service.

2. Orders, Licenses And Restrictions

2.1 GovX Application License. Subject to Customer’s compliance with the terms and conditions contained in this Agreement and the applicable Shopify terms and conditions, GovX hereby grants Customer, during the term of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to add the GovX Application to Customer’s Shopify store for purposes of accessing the GovX Verification Service functionality.

2.2 Services Access and Use License. Subject to Customer’s compliance with the terms and conditions contained in this Agreement, GovX hereby grants to Customer, during the term of this Agreement, a limited, non-exclusive, non-transferable right to access and use the Services, in each case in accordance with the Documentation and solely for Customer’s Authorized Purposes. Customer’s use of the Services may be subject to certain limitations – for example, there may be limits on storage capacity for Customer Materials. Any such limitations will be specified either in the Documentation.

2.3 Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Services or GovX Application; (b) modify, translate, or create derivative works based on any element of the Services or GovX Application or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services or GovX Application; (d) use the Services or GovX Application for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer; (e) remove any proprietary notices from the Documentation; (f) publish or disclose to third parties any evaluation of the Services or GovX Application without GovX's prior written consent; (g) use the Services or GovX Application for any purpose other than its intended purpose; (h) interfere with or disrupt the integrity or performance of the Services or GovX Application; (i) introduce any Open Source Software into the Services or GovX Application; or (j) attempt to gain unauthorized access to the Services or GovX’s related systems or networks.

2.4 Reservation of Rights. Except as expressly granted in this Agreement, there are no other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in this Agreement are reserved by GovX.

3. Third Party Hosting

GovX may use the services of one or more third parties to deliver all or part of the Services or GovX Application. GovX will pass-through any warranties to the extent that GovX receives any from its then current third-party service provider that it can provide to Customer. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.

4. Security; Privacy Policy

4.1 No Circumvention of Security. Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of the Services or GovX Application. Customer will immediately notify GovX of any breach, or attempted breach, of security known to Customer.

4.2 Security; Privacy Policy. GovX will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Materials in a in a manner consistent with what GovX supplies generally to its other customers. Please review our privacy policy, which is available https://govxinc.com/privacy-policy (the “Privacy Policy”) which further explains how GovX collects and uses certain information that GovX collects through users’ use of the Services and GovX Application.

5. Customer Obligations

5.1 Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System, and all other computer hardware, software, modems, routers and other communications equipment necessary for Customer to access and use the Services and GovX Application; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Internet to access the Services and GovX Application; and (c) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in this Agreement, in an Order Form, or in a Statement of Work, GovX shall not be responsible for supplying any hardware, software or other equipment to Customer under this Agreement.

5.2 Acceptable Use. Customer shall, and shall ensure that its employees’ and other third parties providing services to it or acting on its behalf: (a) abide by all local, state, national, and international laws and regulations applicable to the use of the Services and GovX Application, including without limitation the provision of Customer Materials; (b) not send or store data on or to the Services which violates the rights of any individual or entity established in any jurisdiction; (c) not upload in any way any information or content that contain Malicious Code or data that may damage the operation of the Services, GovX Application or another's computer or mobile device; (d) not use the Services or GovX Application for illegal, fraudulent, unethical or inappropriate purposes; (e) not distribute, promote or transmit through the Services or GovX Application any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (f) not transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (g) not interfere with another customer’s use and enjoyment of the Services or GovX Application; (h) not use the Services or GovX Application in any manner that impairs the Services or GovX Application, including without limitation the servers and networks on which the Services and GovX Application are provided; (i) comply with all regulations, policies and procedures of networks connected to the Services and GovX’s service providers; and (j) use the Services and GovX Application only in accordance with the Documentation. Customer acknowledges and agrees that GovX neither endorses the contents of any Customer communications or Customer Materials nor assumes any responsibility for any offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby. GovX may remove any violating content posted or stored using the Services or GovX Application or transmitted through the Services or GovX Application, without notice to Customer. Notwithstanding the foregoing, GovX does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit the Customer Materials or any other information or data input into or stored in the Services or GovX Application for completeness, integrity, quality, accuracy or otherwise. Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Materials.

5.3 Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for GovX to communicate with Customer from time to time regarding the Services and GovX Application, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform GovX of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from GovX at such e-mail address. In addition, Customer agrees that GovX may rely and act on all information and instructions provided to GovX from the above-specified e-mail address.

5.4 Temporary Suspension. GovX may temporarily suspend Customer’s access to the Services and/or GovX Application in the event that Customer is engaged in, or GovX in good faith suspects Customer is engaged in, any unauthorized conduct (including, but not limited to any violation of this Agreement). GovX will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that GovX’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any notification. Customer agrees that GovX shall not be liable to Customer or any other third party if GovX exercises its suspension rights as permitted by this Section. Upon determining that Customer has ceased the unauthorized conduct leading to the temporary suspension to GovX’s reasonable satisfaction, GovX shall reinstate Customer’s access and use of the Services and GovX Application. Notwithstanding anything in this Section to the contrary, GovX’s suspension of Customer’s access to the Services and GovX Application is in addition to any other remedies that GovX may have under this Agreement or otherwise, including but not limited to termination of this Agreement for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, GovX may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

6. Availability

Subject to the terms and conditions of this Agreement, GovX will use commercially reasonable efforts to make the Services available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime, or (b) unavailability caused by circumstances beyond GovX’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays. Certain enhancements to the Services and GovX Application made generally available at no cost to all users during the term of this Agreement will be made available to Customer at no additional charge. However, the availability of some new enhancements to the Services and/or GovX Application may require the payment of additional fees, and GovX will determine in its sole discretion whether access to any other such new enhancements will require an additional fee. This Agreement will apply to any enhancements, updates, upgrades and new modules to the Services and GovX Application provided in connection therewith and subsequently provided by GovX to Customer hereunder.

7. Fees And Payment

7.1 Fees; Commissions. There is no fee to access and use the GovX Verification Service. Unless otherwise agreed in writing between the parties, Customer shall pay the monthly commissions agreed to by Customer when registering for the GovX Affiliate Marketing Service. Except as otherwise specified in this Agreement, (a) fees and commissions are quoted and payable in United States dollars, and (b) payment obligations are non-cancelable and fees paid are non-refundable. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.

7.2 Invoices and Payment. All commissions for Services will be invoiced electronically at the end of each calendar month. Customers using Shopify may be required to authorize the payment of such invoices the first time one is received. Once payments have been authorized by Customer through Shopify, future payments may be made without requiring further authorization. Notwithstanding the foregoing, Customer agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date. Customer is responsible for providing complete and accurate billing and contact information to GovX and notifying GovX of any changes to such information. If GovX does not receive fees by the due date, then at GovX’s discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

7.3 Suspension of Service. If any amounts owed by Customer for the Services are thirty (30) or more days overdue, GovX may, without limiting GovX’s other rights and remedies, suspend Customer’s access to the Services until such amounts are paid in full.

7.4 Payment Disputes. GovX agrees that it will not exercise its rights under Section 7.3 (Suspension of Service) if the applicable charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.

7.5 Taxes. All fees and commissions are exclusive of all sales, use, value added and other taxes or duties and Customer shall pay all such taxes (excluding taxes based on GovX’s net income).

8. Representations And Warranties; Disclaimer

8.1 Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.

8.2 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 9, THE SERVICES AND GOVX APPLICATION ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE SERVICES AND GOVX APPLICATION IS AT ITS OWN RISK. GOVX DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE EXPRESS WARRANTIES MADE BY GOVX IN SECTION 9 ARE FOR THE BENEFIT OF THE CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY SOFTWARE PROVIDED TO CUSTOMER AS A RESULT OF GOVX’S PROVISION OF THE SERVICES IS LICENSED AND NOT SOLD.

NO AGENT OF GOVX IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF GOVX AS SET FORTH HEREIN. GOVX DOES NOT WARRANT THAT: (A) THE USE OF THE SERVICES AND/OR GOVX APPLICATION WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES AND/OR GOVX APPLICATION WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (E) THE SERVICES OR GOVX APPLICATION WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE SERVICES OR GOVX APPLICATION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND/OR GOVX APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GOVX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

9. Indemnification

Customer shall defend GovX and its licensors and their respective officers, directors and employees (“GovX Indemnified Parties”) from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Materials or Customer System (and the exercise by GovX of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; or (b) Customer’s use or alleged use of the Services or GovX Application other than as permitted under this Agreement. Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the claim, and (z) GovX providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such claim. In no event shall GovX settle any claim without Customer’s prior written approval. GovX may, at its own expense, engage separate counsel to advise GovX regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.

10. Confidentiality

10.1 Confidential Information. Each party (the “Receiving Party”) hereby understands and acknowledges that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of GovX shall include any and all non-public information regarding features, functionality and performance of the Services and GovX Application. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the termination of this Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public; (b) was in its possession or known by it, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

10.2 Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

11. Proprietary Rights

11.1 Services; GovX Application. As between GovX and Customer, all right, title and interest in the Services, the GovX Application, and any other GovX materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding such Services, the GovX Application, and any other GovX materials, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by GovX or GovX’s licensors and providers, as applicable. Customer hereby does and will irrevocably assign to GovX all ideas, feedback and suggestions made by Customer to GovX regarding the Services and GovX Application (collectively, “Feedback”) and all Intellectual Property Rights in such Feedback. Where the foregoing assignment is prohibited by law, Customer hereby grants GovX an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as GovX may determine in its sole discretion. Customer understands and agrees, however, that GovX is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and Customer has no right to compel such use, display, reproduction, or distribution.

11.2 Customer Materials; User Data. As between GovX and Customer, all right, title and interest in the Customer Materials and all Intellectual Property Rights there in and thereto belong to and are retained solely by Customer. Customer hereby grants to GovX a limited, non-exclusive, royalty-free, worldwide license to use the Customer Materials and perform all acts with respect to the Customer Materials as may be necessary for GovX to provide the Services to Customer (which may include display or distribution of such Customer Materials to users or subsets of users of the Services) and to modify, copy, translate or make any derivative works of Customer Materials to continually improve the Services and to develop new services and offerings. To the extent that receipt of the Customer Materials requires GovX to utilize any account information from a third party service provider, Customer shall be responsible for obtaining and providing relevant account information and passwords. As between GovX and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Materials. Unless otherwise agreed in writing by Customer and GovX, as between GovX and Customer, all right, title and interest in the User Data and all Intellectual Property Rights there in and thereto belong to and are retained solely by GovX. Customer understands and agrees that all individuals who are verified as eligible to receive military, first responder, healthcare employee and government employee discounts through the GovX Verification Service will be registered as GovX Members (as further described in the GovX website terms of service).

11.3 Aggregated Statistics. Notwithstanding anything else in this Agreement or otherwise, GovX may monitor the use of the Services and GovX Application and use data and information related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services and/or GovX Application (“Aggregated Statistics”). As between GovX and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by GovX. Customer acknowledges that GovX will be compiling Aggregated Statistics based on information input by Customer and other customers into the Services and GovX Application, and Customer agrees that GovX may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.

11.4 GovX Trademarks. In connection with Customer’s activities authorized pursuant to this Agreement, GovX hereby grants to Customer a non-transferable, non-exclusive license to display the GovX Trademarks on Customer’s website solely for purposes of indicating that the website utilizes the functionality of the GovX Verification Services. Customer agrees to use the GovX Trademarks in accordance with the policies or instructions with respect to their use provided by GovX from time to time. Customer will not use GovX Trademarks in a manner that would signify that Customer has an affiliation with GovX other than as set forth in this Agreement. Customer (i) acknowledges GovX’s rights in the GovX Trademarks and agrees that any use thereof by Customer shall inure to the sole benefit of GovX; (ii) agrees to not challenge GovX’s ownership or use of any GovX Trademarks, or apply to register any trademark or mark confusingly similar thereto; (iii) assigns immediately to GovX any rights, registrations, right of priority, and/or applications for any GovX Trademark, together with all associated goodwill, which Customer may acquire by operation of law or otherwise; and (iv) shall not incorporate any GovX Trademarks in any Customer product name, company name, trade name, or similar designation.

12. Limitations Of Liability

12.1 No Consequential Damages. NEITHER GOVX NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF GOVX OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SERVICES, THE GOVX APPLICATION OR THE RESULTS THEREOF. GOVX WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

12.2 Limits on Liability. NEITHER GOVX NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE LESSER OF (A) THE AMOUNTS PAID BY CUSTOMER TO GOVX UNDER THIS AGREEMENT DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, AND (b) THE AMOUNT OF FEES PAID BY CUSTOMER IN A SINGLE SUBSCRIPTION TERM.

12.3 Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 13 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

13. Term And Termination

13.1 Term. The term of this Agreement shall commence on the Effective Date and continue until the Agreement is terminated as provided herein.

13.2 Termination for Cause. Either party may terminate this Agreement for convenience upon sixty (60) days’ written notice to the other party or, in the case of Customer’s termination of its use of the GovX Application, by removing the GovX Application from Customer’s Shopify store. Either party may terminate this Agreement upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the parties may agree. In no event shall any termination relieve Customer of the obligation to pay any fees payable to GovX for the period prior to the effective date of termination.

13.3 Effects of Termination. Upon expiration or termination of this Agreement, (a) Customer’s use of and access to the Services shall cease; (b) Customer shall remove the GovX Application from its Shopify store; and (c) all fees and other amounts owed to GovX shall be immediately due and payable by Customer. Unless otherwise agreed in writing by the parties, GovX shall have no obligation to maintain or provide any Customer Materials and may thereafter, unless legally prohibited, delete all Customer Materials in its systems or otherwise in its possession or under its control. In addition, within ten (10) days of the effective date of termination each Receiving Party shall: (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information (other than the Customer Materials and Other Information) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.

13.4 Survival. This Section and Sections 1, 2.3, 2.4, 7, 8, 9, 10, 11, 12, 13.3, 14, 15.2 and 15.6 shall survive any termination or expiration of this Agreement.

14. Disputes Between Users; Intellectual Property Infringement

14.1 No Agency or Partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms or through Customer’s use of any part of the Services or GovX Application. Customer does not have any authority whatsoever to bind GovX in any respect. Neither GovX nor any users of the Services or GovX Application may direct or control the day-to-day activities of the other or create or assume any obligation on behalf of the other.

14.2 Disputes Between Users of the Services and/or GovX Application and Third Parties.

(a) Customer’s interactions with individuals and/or organizations interacted with on, through or as a result of use of the Services and/or GovX Application is Customer’s decision for which Customer alone is responsible. Customer understands and agrees that GovX does not and cannot make representations as to the suitability of any individual Customer may decide to interact with on or through or as a result of Customer’s use of the Services or GovX Application and/or the accuracy or suitability of any advice, information, or recommendations made by any user or any third party.

(b) IF THERE IS A DISPUTE BETWEEN USERS OF THE SERVICES, OR BETWEEN ANY USER OF THE SERVICES AND ANY THIRD PARTY, CUSTOMER ACKNOWLEDGES AND AGREES THAT GOVX IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN CUSTOMER AND ANY THIRD PARTY, CUSTOMER HEREBY RELEASES GOVX, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES. IF CUSTOMER IS A CALIFORNIA RESIDENT, CUSTOMER WAIVES CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

14.3 Intellectual Property Infringement.

GovX respects the intellectual property rights of others and encourages its users to do the same. Accordingly, GovX has a policy of removing Customer Materials that violate intellectual property rights of others, suspending access to the Services (or any portion thereof) to any user who uses the Services in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Services in violation of someone’s intellectual property rights.

Pursuant to Title 17 of the United States Code, Section 512 (the “Digital Millennium Copyright Act” or “DMCA”), GovX has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Services, please provide written notice to GovX’s agent for notice of claims of infringement at [email protected]

To be sure the matter is handled immediately, your written notice must:

Contain your physical or electronic signature;

Identify the copyrighted work or other intellectual property alleged to have been infringed;

Identify the allegedly infringing material in a sufficiently precise manner to allow GovX to locate that material;

Contain adequate information by which GovX can contact you (including postal address, telephone number, and e-mail address);

Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;

Contain a statement that the information in the written notice is accurate; and

Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern. GovX reserves the right, in its sole discretion, to terminate the access of any user of the Services who is the subject of repeated DMCA or other infringement notifications.

15. Miscellaneous

15.1 Notices. All notices which any party to this Agreement may be required or may wish to give may be given by addressing them to the other party at their addresses set forth in the applicable Order Form (or at such other addresses as may be designated by written notices given in the manner designated herein) by (a) personal delivery, (b) sending such notices by commercial overnight courier with written verification of actual receipt, (c) by email, effective (A) when the sender receives an automated message from the recipient confirming delivery or (B) one hour after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee’s time) it is deemed to be received at 9:00 am on the following business day, or (d) sending them by registered or certified mail. If so mailed or otherwise delivered, such notices shall be deemed and presumed to have been given on the earlier of the date of actual receipt or three (3) days after mailing or authorized form of delivery. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

15.2 Governing Law. These Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of California as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form. Any legal suit, action, or proceeding arising out of or related to this Agreement, the Services or the GovX Application shall be instituted exclusively in the state and federal courts located in San Diego, California, and Customer agrees to the exclusive jurisdiction and venue of such courts.

15.3 Publicity. GovX has the right to reference and use Customer’s name and trademarks and disclose the nature of the services provided hereunder in each case in GovX business development and marketing efforts, including without limitation GovX’s web site.

15.4 U.S. Government Customers. If Customer is a Federal Government entity, GovX provides the Services and GovX Application, including related software and technology, for ultimate Federal Government end use solely in accordance with the following: Government technical data rights include only those rights customarily provided to the public with a commercial item or process and Government software rights related to the Services and GovX Application include only those rights customarily provided to the public, as defined in this Agreement. The technical data rights and customary commercial software license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in this Agreement.

15.5 Export. The Services and GovX Application utilize software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Services and GovX Application shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services or GovX Application, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Services and GovX Application may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. GovX and its licensors make no representation that the Services or GovX Application are appropriate or available for use in other locations.

15.6 General. Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of GovX. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. There are no third-party beneficiaries to this Agreement. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any provisions of this Agreement found invalid or unenforceable such provisions will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. Except for Customer’s payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood (each a “Force Majeure” event), provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.