Software Terms of Use

1.1 These General Terms of Use (these “General Terms”) govern access to and use of: (a) all services (the “Services”) provided by Reality Defender, Inc. (“Company”) and identified within the accompanying Services Order Form (the “Order Form”); and (b) all proprietary software related to or associated with the Services or the performance thereof, including but not limited to all web-based platforms, systems, applications, programs, and products, any application programming interfaces, plug-ins, add-ons, extensions, or other types of overlays, and all data and technology related to the foregoing (collectively, “Software”). These General Terms apply regardless of length of term.

1.2 These General Terms are incorporated by reference into the Order Form. In the event of any conflict between these General Terms and any provision in the Order Form, these General Terms shall control, except to the extent that a provision in the Order Form expressly provides that it is intended to amend or supersede a specific provision of these General Terms.

1.3 These General Terms, together with the Order Form, the Data Processing Addendum (the “DPA”), and Service Level Agreement (the “SLA”), constitute a single, binding agreement (the “Agreement”) between Company, on the one hand, and the entity or organization identified as “Customer” in the Order Form (and each of Customer’s “Authorized Users”, as that term is defined in Section 2.3 below), on the other hand. Any access or use of the Services or Software by Customer or Authorized Users establishes Customer’s acceptance of the terms and conditions of the Agreement. No access to or use of the Services or Software is permitted without Customer’s acceptance of the terms and conditions of the Agreement.

1.4 Company reserves the right to make updates to these General Terms, the DPA, or the SLA by publishing revised versions of these documents on Company’s website. Any revised general terms of use shall become effective within thirty (30) days of such publication, unless Customer expressly accepts the updated general terms of use earlier. Customer’s express acceptance or continued access or use of the Services or any Software after expiry of the notice period of thirty (30) days shall constitute Customer’s acceptance to be bound by the updated general terms of use.

2.1 Subject to the terms and conditions of the Agreement, including the payment of any fees proscribed within the Order Form (the “Fees”), where applicable, Company shall, itself or through affiliates or subcontractors, provide Customer with access to and use of the Services and Software. Company shall be responsible for the acts and omissions of its affiliates and subcontractors, including any acts or omissions that, if taken (or not taken) by Company, would constitute a breach of the Agreement.

2.2 Subject to the terms and conditions of the Agreement, Company hereby grants to Customer a limited, nonexclusive, nontransferable, non-assignable (except in connection with a permitted assignment under Section 11.4) right, during the term set forth in the Order Form, permitting Customer and its Authorized Users: (a) to access and use the Services solely for Customer’s internal business purposes; and (b) to access and use Software (and any documentation relating to or describing Software) solely in connection with Company’s provision of the Services to Customer. Nothing in the Agreement shall obligate Company to continue making available access to the Services or Software to any Authorized User beyond the date when Company ceases making available access to Customer generally.

2.3 Customer shall allow only Authorized Users who have been assigned a user account by Company's client administrator (“User ID”) to access or use the Services and Software and shall take reasonable measures to protect such User IDs and corresponding passwords, including by prohibiting and preventing any Authorized User, or any other person or entity, from sharing such User IDs or passwords. The term “Authorized Users” means active employees and independent contractors working for Customer in the ordinary course of Customer’s business who: (a) agree to be bound by the terms and conditions of the Agreement; and (b) are specifically authorized by Customer to access or use the Services and Software, in each case whether or not such employees or independent contractors actually access or use the Services or any Software.

2.4 Subject to the terms and conditions of the Agreement, Company will provide Customer with Company’s standard support services, including but not limited to training, consulting, and maintenance services.

2.5 Company may, directly or indirectly, suspend or otherwise deny access to or use of the Services or all or any Software to Customer or any Authorized User, without incurring any resulting obligation or liability, if: (a) required under applicable law, rule, or regulation or to prevent an imminent security threat; (b) Company believes, in its good faith and reasonable discretion, that Customer or any Authorized User has failed to comply with any provision of the Agreement (including payment obligations); or (c) Customer or any Authorized User has accessed or used the Services or Software beyond the scope of the rights granted or for a purpose not authorized under the Agreement. The foregoing sentence does not limit any rights or remedies to which Company may otherwise be entitled under the Agreement or at law or in equity.

3.1 Customer shall not, directly or indirectly:

• reverse engineer, decompile, decode, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any Software;
• modify, translate, adapt, alter, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services);
• develop a competitive product to the Services or Software;
• circumvent, interfere with, disrupt, or disable any security or other technological features or measures of any Software or interfere with the hosting, deployment, or functioning of any Software;
• distribute, sublicense, rent, lease, sell, assign, loan, or grant access to or use of the Services or any Software to any third party;
• use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party or to perform or disclose any benchmarking or performance testing data of the Services or any Software;
• remove any proprietary notices or labels; or
• attempt to do any of the foregoing.

3.2 Customer acknowledges that the Services and Software are subject to the U.S. Export Administration Regulations (“EAR”), economic sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”), and other applicable U.S. and global export control and economic sanctions laws, rules, and regulations (collectively, “Sanctions and Export Control Laws”). Accordingly, Customer represents and warrants that neither Customer nor its Authorized Users nor any party that owns or controls Customer are named on any U.S. government list of sanctioned parties or any other applicable restricted party list (“Restricted Parties”). Customer shall not and shall ensure that the Authorized Users do not: (a) access or use the Services or Software in any country or region embargoed by the U.S. or in violation of any Sanctions or Export Control Laws; or (b) use the Services or Software to export, re-export, transfer, or make available, whether directly or indirectly, any export-controlled item or information to any Restricted Parties.

3.3 As defined in U.S. Foreign Acquisition Regulation (“FAR”) section 2.101, Software and all accompanying documentation are “commercial items” and, according to U.S. Defense Federal Acquisition Regulation Supplement (“DFAR”) section 252.2277014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with FAR section 12.212 and DFAR section 227.7202, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the Agreement and will be prohibited except to the extent expressly permitted by the Agreement.

3.4 In accessing and using the Services and Software, Customer shall be solely responsible for: (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and Software, including modems, hardware, servers (including cloud hosting, if applicable), operating systems, networking, web servers, supplemental software, and the like (collectively, “Equipment”); (b) maintaining the security of the Equipment, Customer accounts, passwords (including User IDs and other administrative and user passwords), and files, and for all uses of Customer’s accounts or the Equipment with or without Customer’s knowledge or consent; and (c) providing media and content and otherwise reasonably assisting and cooperating with Company as necessary for Company to provide the Services. Except as expressly set forth in the Agreement, Company is not responsible for supplying any Equipment to Customer under the Agreement.

3.5 Customer shall notify Company as soon as practicable of any unauthorized access to or use of the Services or Software. Customer shall be responsible and liable for all access to and use of the Services and Software, directly or indirectly, resulting from the access provided to Customer, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the immediately preceding sentence: (a) Customer is responsible for all acts and omissions of all Authorized Users; and (b) any act or omission by an Authorized User that, if taken (or not taken) by Customer, would constitute a breach of the Agreement shall be deemed a breach of the Agreement by Customer.

4.1 The term “Confidential Information” means any confidential or proprietary information of the disclosing Party (the “Discloser”) that is marked as “Confidential” or “Proprietary” or under the circumstances of disclosure should reasonably be considered confidential or proprietary. Confidential Information of Company includes all non-public information regarding features, functionality, and performance of the Services and Software.

4.2 Confidential Information does not include information that: (a) is lawfully in or enters the public domain through no fault of or breach by the receiving party (the “Recipient”); (b) the Recipient was lawfully in possession of without any obligation of confidentiality prior to receiving it from the Discloser; (c) the Recipient developed independently and without use of or reference to Confidential Information; or (d) the Recipient receives from a third party without restriction on disclosure and without breach of any nondisclosure obligation.

4.3 Each party will: (a) hold in strict confidence all Confidential Information of the other party, using at least the same degree of care to protect the Discloser’s Confidential Information as it uses to protect its own Confidential Information of like nature, but at least reasonable care; (b) use such Confidential Information only to perform its obligations under the Agreement; and (c) not transfer or disclose such Confidential Information to any individual or entity except to the directors, officers, employees, agents, contractors, accountants, auditors, or legal and financial advisors of the Recipient who need to know such Confidential Information and who are under confidentiality obligations substantially similar to those set forth hereunder; provided, that the handling and treatment of Confidential Information in accordance with the Agreement by any such individual or entity will be such party’s full responsibility. A Recipient may disclose the Discloser’s Confidential Information to the extent required by law, provided that the Recipient: (x) notifies the Discloser in writing prior to disclosure of the information so that the Discloser has a reasonable opportunity to obtain a protective order; (y) assists the Discloser, at the Discloser’s expense, in any attempt to limit or prevent the disclosure of the Confidential Information; and (z) discloses only the minimum Confidential Information actually required to be disclosed. Neither party shall disclose the existence or provisions of the Agreement to any third party.

4.4 Each party agrees that the other party may have no adequate remedy at law if there is a breach or threatened breach of Section 4.1 or 4.3 and, accordingly, that the Discloser will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach, in addition to any legal remedies available to the Discloser, without the necessity of proving actual damages and without the necessity of posting a bond (or other security).

5.1 Company shall own and retain all right, title, and interest in and to the Services and Software and all intellectual property rights related to the foregoing. Company reserves all rights not expressly granted to Customer under the Agreement, and Company does not grant any other rights under in other data, technology, or intellectual property, whether by implication, estoppel, waiver, or otherwise. Company reserves the right to modify the Services and Software at its discretion, including modifying features and functionalities thereof. Company shall have the right to use and exploit, without any payment or attribution obligation of any kind, any comments, feedback, suggestions, or ideas that Customer or any of its Authorized Users, personnel, employees, agents, or subcontractors provide to Company in connection with the Agreement or the Services or Software.

5.2 Customer must obtain Company’s prior written approval before issuing any press releases, public statements, or marketing communications regarding Company or the Services or Software.

5.3 As between Customer and Company, Customer is and shall remain the sole and exclusive owner of all right, title, and interest in and to any and all data that: (a) Customer or its Authorized Users transmit to Company’s systems in connection with access to or use of the Services or Software; or (b) is otherwise provided to Company by or on behalf of Customer in connection with the Agreement (collectively, “Customer Data”). Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Company to exercise its rights and perform its obligations (including technical support obligations and the functioning of any Software) under the Agreement.  

5.4 Company may not, except to the extent necessary to facilitate the optimal provision of the Services, collect, store, analyze, disclose, or otherwise use (including for the purposes of training Company’s models) any of Customer’s media or content provided by Customer to Company in connection with the Services. Notwithstanding the foregoing sentence, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and Software (including information concerning Customer Data and data derived therefrom). Company will be free during and after the “Term” (as defined below) to: (a) use such information and data to improve and enhance the Services and Software and for other development, diagnostic, and corrective purposes in connection with the Services, Software, and other Company offerings; and (b) disclose such data solely in aggregate or other de-identified form in connection with its business. No further rights or licenses are granted except as expressly set forth herein.

6.1 Subject to any earlier termination as provided herein, the Agreement is for the “Initial Term” as specified within the Order Form and shall automatically renew for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. In the event of automatic renewal of the Initial Term, these General Terms shall continue to govern all access to and use of the Services and Software.  

6.2 Either party may terminate the Agreement immediately upon notice to the other party if the other party breaches any of the material terms or conditions of the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

6.3 Upon termination of the Agreement, Customer will pay Company any “Fees” (as defined below) incurred prior to such termination, and each party will return or destroy (and certify in writing to the destruction of) any Confidential Information of the other party in such party’s possession or control. Sections 3.1, 4.1 through 4.4, 3.6, 5.4, and 9 through 11, and this Section 6.3, shall survive any expiration or termination of the Agreement.

7.1 Where applicable, Customer shall pay Company the Fees proscribed within the Order Form in accordance with the Agreement. If Customer’s use of the Services exceeds any usage limitations set forth within the Order Form or otherwise requires the payment of additional Fees, Company may bill Customer for such over-usage, and Customer shall pay the additional Fees in the manner provided herein.

7.2 Where applicable, Company reserves the right to modify the Fees in the Order Form at the end of an Initial Term or a then-current renewal term upon thirty (30) days prior notice to Customer (which may be sent by electronic mail). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

7.3 Where applicable, Customer will pay all invoices within thirty (30) days after receipt of the invoice. Unpaid Fees are subject to a finance charge of one-and-one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income. Amounts due, including all sales, use, or other taxes or duties, must be paid in full without deduction or set off.

8.1 Each party represents and warrants that: (a) it is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction where it is organized; and (b) it has all necessary rights, power, and authority to enter into and perform its obligations under the Agreement.

8.2 Company represents and warrants that the Services and Software shall be free of any virus, back door, drop dead device, Trojan Horse, worm, logic bomb, time bomb, adware, spyware, or other software routine or hardware components designed to permit unauthorized access to, or to disrupt, disable, impede, erase, or otherwise harm, software, hardware, or data.

8.3 Customer represents, covenants, and warrants that Customer will use the Services and Software only in compliance with Company’s instructions and all applicable laws, rules, and regulations.

8.4 EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 8: (A) COMPANY DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE (OR THE RESULTS OR OUTPUT FROM THE SERVICES OR SOFTWARE) WILL BE ACCURATE, ADEQUATE, COMPLETE, RELIABLE, CURRENT, UNINTERRUPTED, OR ERROR-FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE; (B) THE SERVICES AND SOFTWARE, THE CONTENTS THEREIN, ANY ACCOMPANYING DOCUMENTATION, AND ANY OTHER DATA OR INFORMATION PROVIDED UNDER THE AGREEMENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND DEFECTS, AND COMPANY SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN OR OTHER ASPECTS OF ANY OF THE FOREGOING; AND (C) COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES CONCERNING RESULTS OBTAINED FROM USE OF THE SERVICES OR SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER ACKNOWLEDGES THAT IT AND ITS AUTHORIZED USERS, AND NOT COMPANY, ARE RESPONSIBLE FOR USE OF THE SERVICES AND SOFTWARE, INCLUDING THE RESULTS AND OUTPUT OF SUCH USE.

9.1 Customer, at its expense, will defend, indemnify, and hold Company harmless from and against any and all losses, damages, liabilities, deficiencies, settlements, judgments, awards, penalties, interest, fines, costs, fees, and expenses of whatever kind (including reasonable attorneys’ fees and legal costs and expenses) (collectively, “Losses”) in connection with any third-party claim, action, or proceeding (“Claim”) arising from or relating to: (a) Customer’s (i) breach of the Agreement, (ii) fraud, willful misconduct, or gross negligence, or (iii) violation of applicable law; and (b) a third party alleging the infringement or violation of such third party’s intellectual property rights as a result of (i) Company’s use of any Customer Data that Customer provides to Company, (ii) any modification, enhancement, or misuse by Customer of any Software where such modification, enhancement, or misuse was not furnished or expressly authorized in writing by Company, or (iii) the combination, operation, or use by Customer of any third-party software programs, websites, or other technology with any Software, where such combination, operation, or use was not furnished or expressly authorized in writing by Company.

9.2 Company, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all Losses in connection with any Claim arising from or relating to a third party alleging the infringement or violation by Customer of such third party’s U.S. copyrights as a result of Customer’s use of Software, except in each case to the extent such infringement or violation is caused by: (a) a modification, enhancement, or misuse by Customer of Software where such modification, enhancement, or misuse was not furnished or expressly authorized in writing by Company; (b) failure by Customer to use new or corrected versions of any Software provided by Company to the extent that such use would have avoided the alleged infringement or violation; or (c) the combination, operation, or use by Customer of any third-party software programs, websites, or other technology with any Software where such combination, operation, or use was not furnished or expressly authorized in writing by Company. The foregoing indemnity will be Customer’s sole and exclusive remedy with respect to any alleged infringement or violation by Customer of a third party’s intellectual property rights as a result of Customer’s use of Software.

9.3 The party providing the indemnification (“Indemnitor”) shall have exclusive control of the defense of any Claims and all negotiations for settlement or compromise of a Claim; provided that: (a) in the event the Indemnitor is unwilling or, in the indemnified Party’s (“Indemnitee”) reasonable determination, unable to adequately defend such claim, the Indemnitee will have the right, upon notice, to defend such Claim itself and, in such event, the Indemnitor will indemnify and hold the Indemnitee harmless from any and all Losses including those incurred as a result of its defense of such Claim; and (b) the Indemnitor shall not have the right to settle any Claim without the prior written consent of the Indemnitees to the extent that the settlement (i) does not provide for a full and unconditional release of the Indemnitees, or (ii) imposes any form of equitable relief against the Indemnitees. The Indemnitees shall provide all reasonable assistance in defending any Claim as may be requested by the Indemnitor, at the Indemnitor’s sole cost and expense. For defense of the Claim, the Indemnitor shall choose legal counsel reasonably satisfactory to the Indemnitees. The Indemnitee shall give the Indemnitor written notice of the Claim subject to indemnification hereunder, provided that in no event will an Indemnitee’s failure to provide such notice relieve or excuse the Indemnitor’s obligations under this Section 9 unless the Indemnitor is actually and materially prejudiced thereby.

10.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (A) EXCEPT FOR BODILY INJURY OF A PERSON CAUSED BY A PARTY’S GROSS NEGLIGENCE AND BREACHES OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL COMPANY, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OR TERMS AND CONDITIONS OF THE AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR LOSS OF BUSINESS; OR (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; AND (B) EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CUSTOMER TO COMPANY AS REQUIRED IN THE ORDER FORM DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST ACT THAT GAVE RISE TO THE LIABILITY; AND IN EACH CASE OF (A) AND (B), WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.1 Company shall not be liable to Customer for any failure to perform any of its obligations under the Agreement for any period during which such performance is delayed, hindered, or adversely affected as a result of circumstances beyond Company’s reasonable control, including fire, flood, war, pandemic, plague, epidemic, outbreaks of infectious disease, or any other public health crisis (including quarantine or other employee restrictions); act of authority whether lawful or unlawful; compliance with any law or governmental order, rule, regulation, or direction; curfew restriction; embargo; strike; riot; civil unrest; excessive tariff; or disputes with suppliers or vendors (each, a “Force Majeure”). Company will promptly provide Customer with written notice of the Force Majeure. Company will use commercially reasonable efforts to avoid or mitigate the effects of the Force Majeure and will resume performance of any suspended obligation as soon as reasonably practicable after cessation of such Force Majeure. Company’s time for performance will be excused for the duration of the Force Majeure.

11.2 Customer acknowledges and agrees that Company may issue publicity or general marketing communications identifying Customer as a customer, including on its website and in its marketing materials. Customer hereby grants Company a non-exclusive, worldwide, royalty-free, revocable license to use Customer’s name, logo, and other trademarks or service marks and trade name in connection with the foregoing.

11.3 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The Agreement will be deemed to be the product of both parties, and no ambiguity will be construed in favor of or against either party.

11.4 The Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. The foregoing restriction shall apply regardless of merger, consolidation, or operation of law. Company may transfer and assign any of its rights and obligations under the Agreement without consent. There shall be no third party beneficiaries to the Agreement.

11.5 The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement.

11.6 The terms “e.g.,” “such as,” “include,” “includes,” and “including” are not limiting and are deemed to be followed by the words “without limitation.” The terms “herein,” “hereto,” “hereunder” and terms of similar import refer to the Agreement in its entirety and not to any particular provision of the Agreement. Except where the context otherwise requires, wherever used, the word “or” is used in the inclusive sense (and/or).

11.7 Any waivers or modifications to the terms and conditions of the Agreement must be in a writing signed by both parties, except as otherwise provided herein.

11.8 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and neither party shall have any authority of any kind to the other party in any respect whatsoever.

11.9 In any action or proceeding to enforce rights under the Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

11.11 All notices to be provided under the Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by electronic mail; the day after it is sent, if sent via next day delivery by a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

11.11 The Agreement shall be governed by the laws of the State of New York without regard to any conflict of laws provisions. All actions and proceedings concerning or arising from the Agreement shall be brought exclusively in the state or federal courts located in New York County, New York.