Tailorbird Terms and Conditions

‍1. DEFINITIONS. Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.

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1.1. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Platform.

1.2. Authorized User” means any employee or independent contractor of Customer, or other individual who is authorized by virtue of such individual’s relationship to, or permissions from, Customer, to access and use the Services pursuant to Customer’s rights under this Agreement.  Customer will immediately remove an Authorized User’s access to the Platform or other Services and delete such Authorized User’s account for the Platform if an Authorized User is no longer employed or engaged by Customer or if the Authorized User’s authorization from Customer to access the Services is otherwise terminated.

1.3. “Customer Data” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

1.4. "Date of Activation” means the date on which Tailorbird provides Platform and/or Services access for a Property and its Authorized Users at the direction of the Customer, as permitted under an Engagement Letter.

1.5. “Documentation” means the technical materials provided by Tailorbird to Customer in hard copy or electronic form describing the use and operation of the Platform or any Application.

1.6. “Enhancements” means the following: minor modifications, revisions and corresponding Documentation with respect to the Services, including the addition of enhancements or improved performance made available by Company to the Services; however, Enhancements shall not include the addition of significant new features or new products not originally included as part of the Services.

1.7. “Maintenance Modifications” means bug fixes, patches, modifications or revisions to the Platform or Services that correct errors therein.

1.8. “Supported Environment” means the minimum hardware, software, and connectivity configuration specified from time to time by Tailorbird as required for use of the Platform. The current requirements are described in the Documentation.

1.9. “Engagement Letter” means an engagement letter on Tailorbird’s form that is signed by both parties or is not signed but is expressly subject to a “Master Engagement Letter” that is signed by both parties and references this Agreement, which sets forth the Applications, Services, Projects, Fees, Properties, and other material terms to be provided by Tailorbird hereunder.

1.10. “Platform” means the Tailorbird software-as-a-service platform that is designed to allow Authorized Users to access Applications and Services , as specified and further described on the Engagement Letter, for Customer’s Property(ies) and Project(s).

1.11. “Property” means the property or properties listed on an Engagement Letter, where Customer may implement a digital representation of the Customer’s real estate asset within the Platform.

1.12. “Project” means the digital representation of a renovation project within the Platform.

1.13. “Application” means the modules, tools, services, or other applications ordered under an Engagement Letter, to be accessed through and used in connection with the Platform, for the purposes of managing Customer’s Property(ies) and Project(s).

1.14. “Services” means any services provided by Tailorbird to Customer under this Agreement as set forth in an Engagement Letter, which may include, but not be limited to, provision of the Platform and any Applications ordered under an Engagement Letter.

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2. PROVISION OF SERVICES
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2.1 Access to Platform. Access to Platform. Subject to Customer’s payment of the applicable fees specified on one or more Engagement Letter (“Fees”), Tailorbird will provide Customer an unlimited number of Authorized Users with access to the Platform and Services. On or as soon as reasonably practicable after the Effective Date Tailorbird will provide to Customer the necessary Access Protocols to allow Customer and its Authorized Users to access the Platform. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify Tailorbird promptly of any such unauthorized use known to Customer. Tailorbird shall have the right it implement and maintain such measures and safeguards as Tailorbird deems appropriate to protect its Platform, including if any Authorized Users are not using the Platform in accordance with this Agreement or otherwise in a manner that may adversely affect Tailorbird, the Platform, or the Platform’s other users. Customer will be responsible for all acts or omission of its Authorized Users in their access to and use of the Platform.

2.2. Properties. Customer and itsAuthorized Users may access the Platform for use with a limited number of Properties, as specified on the Engagement Letter. Each Property will be onboarded at the direction of the Customer. Customer may request to onboard aProperty (up to the number of Properties specified in the Engagement Letter) at any time during the Term. 

2.3. Projects. Customer and its Authorized Users may access the Platform for a limited number of Projects, as specified in the Engagement Letter. Each Project will be initiated at the direction of the Customer. Customer may request to activate a Project (up to the number of Projects specified in the Engagement Letter) for any onboarded Properties at any time during the Project Term. Access to the Platform for a specific Project will continue during the Project Term.  Each Project includes oneCompetitive Bidding Process for a Property. “Competitive Bidding Process” means the process of (a) inviting contractor(s) to bid on a Project; (b) one or more contractor providing a bid on such Project; and (c) Tailorbird providing the results of the bidding process to Customer.

2.4. Applications. Where the parties have agreed to Tailorbird’s provision of access to one (1) or more Applications, the details of such access to the Application(s) will be set out in an Engagement Letter.  Each Engagement Letter will incorporate the terms and conditions of this Agreement.  To the extent that a conflict arises between the terms and conditions of an Engagement Letter and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Engagement Letter expressly states that it supersedes specific language in the Agreement.  

2.5. Support. Tailorbird shall provide the Customer with Enhancements and Maintenance Modifications as they become available.

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3. TAILORBIRD AND CUSTOMER OBLIGATIONS.
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3.1. Tailorbird Responsibilities.  For each Project within a Property, Tailorbird will create architectural renderings and/or measurements for the relevant areas (as determined by the parties). Tailorbird shall deliver to Customer such renderings and/or measurements, which will be validated through site walks by the Customer. Tailorbird will update the renderings and/or measurements at Customer’s request, based on such site walks.

3.2. Customer Responsibilities. For each Property, Customer shall provide the Property address and rent roll, and for budgets and requests for proposals relating to a Project, the scope, specifications, and SKUs, as appropriate. It is solely Customer’s responsibility to take final measurements (or ensure that its contractors and suppliers have taken final measurements) through site walks and corrections. In no event will Tailorbird be responsible for the accuracy or completeness of any measurements that are generated by the Services. CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF ALL MEASUREMENTS FOR ALL PROPERTIES.

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4. INTELLECTUAL PROPERTY
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4.1. License Grant. Subject to the terms and conditions of this Agreement, Tailorbird grants to Customer a non-exclusive, non-transferable (except as permitted under Section 13.5) license during the Project Term (as defined below) within the Supported Environment, solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Engagement Letter to access and use the Platform in accordance with the Documentation and this Agreement (including the Engagement Letter) for Customer’s lawful business purposes. Customer may permit any Authorized Users to access and use the features and functions of the Platform as contemplated by this Agreement.

4.2. Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Platform, Applications, or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Platform, Applications, or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Platform, Applications, or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform or any Applications; (e)interfere in any manner with the operation of the Platform, Applications, or the hardware and network used to operate the Platform or Applications; (f) modify, copy or make derivative works based on any part of the Platform, Applications, or Documentation; (g) access or use the Platform or Applications to build a similar or competitive product or service; (h) attempt to access the Platform or Applications through any unapproved interface; or (i) otherwise use the Platform, Applications, or Documentation in any manner that exceeds the scope of use permitted under Section 4.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Tailorbird or its licensors on the Platform, Applications, or Documentation, or any copies thereof.

4.3. Trial Period.  During the period when Client is receiving the Services as a trial (“Trial Services”), the terms and conditions of this 4.3 shall apply and those in Section 4.1 and do not apply (“Inapplicable Provisions”). Please reference Section 4.1  for the license applicable to a commercial subscription to the Services.  Subject to the terms and conditions of this Agreement (excluding the Inapplicable Provisions), Tailorbird hereby grants to Customer a non-exclusive, non-transferable (except as permitted under Section13.5) license within the Supported Environment (i) to access and use the Platform in accordance with the Documentation and subject to the limitations set forth in the Engagement Letter and this Agreement solely for the purposes of internally evaluating the performance and functionality of the Platform on an evaluation basis, subject to the Trial Services fees set forth on theEngagement Letter (if any) until the earlier of (a) the three (3) month anniversary of the effective date of the applicable Engagement Letter or (b) the date Customer elects to commence the commercial subscription (the “Trial Period”). When the Trial Period concludes, unless the Customer elects to terminate the applicable Engagement Letter and/or Agreement, the evaluation license will automatically be converted into a commercial license as set forth in Section 4.1 and the Engagement Letter. The license in this Section 4.3, all of Customer’s rights to use the Trial Services, and this Agreement will terminate immediately in the event that Customer provides written notice to Tailorbird of Customer’s intention not to purchase the commercial subscription. Upon termination of the Trial Services, Customer shall promptly cease use of the Trial Services. ANY CUSTOMER DATA THAT CUSTOMER OR ANY AUTHORIZED USER ENTERS INTO THE PLATFORM OR OTHERWISE PROVIDES TO TAILORBIRD PURSUANT TO THE TRIAL SERVICES DURING THE TRIAL PERIOD MAY BE PERMANENTLY LOST IF CUSTOMER ELECTS NOT TO PURCHASE THE SERVICES UNLESS CUSTOMER EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.

4.4. Ownership. The Services and Documentation, including the Platform, Applications, Enhancements and Maintenance Modifications, and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of Tailorbird and its suppliers. All rights in and to the Platform and Documentation not expressly granted to Customer in this Agreement are reserved by Tailorbird and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Platform, Applications, Documentation, or any part thereof.

4.5. Feedback. Customer hereby grants to Tailorbird a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Tailorbird will not identify Customer as the source of any such feedback.

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5. FEES AND EXPENSES; PAYMENTS

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5.1. Fees. In consideration for the access rights granted to Customer and the Services performed by Tailorbird under this Agreement, Customer will pay to Tailorbird the Fees. Except as otherwise provided in the Engagement Letter, Fees for a Project are due thirty (30) days from the Date of Activation for such Project. Payment terms for any other Services will be set forth on the Engagement Letter. Tailorbird reserves the right to modify the Fees payable hereunder upon written notice to Customer at least sixty (60) days prior to the end of the then-current term. Tailorbird will be reimbursed only for expenses that are expressly provided for in an Engagement Letter or SOW or that have been approved in advance in writing by Customer, provided Tailorbird has furnished such documentation for authorized expenses as Customer may reasonably request. All Fees and other amounts owed hereunder are non-refundable (including in the event a Property is sold prior to the conclusion of a Project), except as expressly agreed to by Tailorbird in writing. Tailorbird reserves the right (in addition to any other rights or remedies Tailorbird may have) to discontinue the Platform and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will provide Tailorbird complete, accurate and up-to-date Customer billing and contact information at all times.

5.2. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Tailorbird’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Platform to Customer. Customer will make all payments of Fees to Tailorbird free and clear of, and without reduction for, any withholding taxes or any other amount. 

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6. CUSTOMER DATA 

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6.1. Customer Data. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Data.  Customer will obtain all third party licenses, consents and permissions (including from Authorized Users) needed for Tailorbird to use the Customer Data to provide theServices.  Customer grants Tailorbird a non-exclusive, worldwide, royalty-free and fully paid license (a) during the Term, to use the Customer Data as necessary for purposes of providing and improving the Services, and (b) during and after the Term, to use the Customer Data in an aggregated and anonymized form (“Aggregate Data”) to: (i)improve the Services and Tailorbird’s related products and services, including to train any machine learning or artificial intelligence models; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Services, provided, however, that no Customer-only statistics will be disclosed to third parties without Customer’s consent (collectively, “Derivative Data”). The Customer Data, and all worldwide intellectual property rights in it, except as otherwise specifically granted herein, is the exclusive property of Customer. All rights in and to the Customer Data not expressly granted to Tailorbird in this Agreement are reserved by Customer.  The Aggregate Data and Derivative Data, and all worldwide intellectual property rights therein are the exclusive property of Tailorbird. 

6.2. Customer Warranty. Customer represents and warrants that any Customer Data will (a) not infringe any copyright, trademark, or patent or intellectual or proprietary right; (b) not misappropriate any trade secret; (c) be provided to Tailorbird in accordance with all laws, rules, and regulations; (d) not contain any viruses, worms or other malicious computer programming codes intended to damage Tailorbird’s system or data; and (e) not otherwise violate the rights of a third party. 

6.3. Personally Identifiable Information. The parties acknowledge and agree that no Personal Data is required by Tailorbird hereunder to perform the Services and Customer represents and warrants it shall not provide to Tailorbird any Personal Data without Tailorbird’s prior written consent.  “Personal Data” means any information relating to an identified or identifiable natural person, and all information that is considered “personal data,” “personal information,” or “personally identifiable information,” under applicable laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, processing or transfer of such information or that govern the rights of data subjects with regard to such information.

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7. WARRANTIES AND DISCLAIMERS

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7.1. Limited Warranty. Tailorbird represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies Tailorbird in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, Tailorbird will, as Customer’s sole and exclusive remedy, for any breach of the foregoing, re-perform the Services which gave rise to the breach or, at Tailorbird’s option, refund the fees paid by Customer for theServices which gave rise to the breach. 

7.2. Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Services AND Documentation ARE PROVIDED “AS IS,” AND TAILORBIRD MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. TAILORBIRD DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. 

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8. LIMITATIONS OF LIABILITY.

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‍TAILORBIRD SHALL NOT BE LIABLE TO CUSTOMER FORANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. IN ANY EVENT, ASIDE FROM ITS OBLIGATIONS IN SECTION 10 OR A BREACH OF ITS OBLIGATIONS IN SECTION 9, TAILORBIRD’S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID TO TAILORBIRD BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM. 

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9. CONFIDENTIALITY.

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Each party agrees that during and after the existence of this Agreement it will hold in strictest confidence, and will not use for any purpose unrelated to its performance of this Agreement or disclose to any third party, any Confidential Information of the other party.  The term “Confidential Information” means all non-public information, whether business or technical in nature, that the other party designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential and shall include (but is not limited to) information concerning business methods, business plans, new product launches, customer and vendor information, internal policies and procedures and pricing and other financial information.  Neither party shall disclose the terms or conditions of this Agreement without the prior written consent of the other party, except (i) as may be required by law or (ii) to its employees, contractors or agents who have a specific need to know such information and are under a written obligation of confidentiality at least as restrictive as that contained in this Section. Notwithstanding the foregoing, information will not be deemed confidential if it (i) was known to the receiving party, and such information was acquired through proper methods, prior to its receipt from the disclosing party, as evidenced by written records of the receiving party; (ii) is now or (through no act or failure on the part of the receiving party) later becomes generally known through no breach of this Agreement by the receiving party; (iii) is supplied to the receiving party by a third party that is free to make that disclosure without restriction; or (iv) is independently developed by the receiving party without use of or reference to any Confidential Information provided by the disclosing party.  The restrictions on disclosure imposed by this Section shall not apply to information that is required by law or order of a court, administrative agency. or other governmental body to be disclosed by the receiving party, provided that in each such case the receiving party provides the disclosing party with prompt written notice of such order or requirement and reasonably assists the disclosing party in obtaining a protective order or other appropriate relief.

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10. INDEMNIFICATION

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10.1. By Tailorbird. Tailorbird will defend at its expense any suit brought against Customer, and will pay any settlement Tailorbird makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Platform infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Platform becomes, or in Tailorbird’s opinion is likely to become, the subject of a claim of infringement, Tailorbird may, at Tailorbird’s option: (a) procure for Customer the right to continue using the Platform; (b) replace the Platform with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Platform and Documentation. Notwithstanding the foregoing, Tailorbird will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon (i) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Platform in combination with other products, equipment, software or data not supplied by Tailorbird; or (iii) any modification of the Platform by any person other than Tailorbird or its authorized agents (collectively, the “Exclusions”and each, an “Exclusion”). This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of Tailorbird, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

10.2. By Customer. Customer will defend at its expense any suit brought against Tailorbird, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Customer’s breach or alleged breach of Section 4.2, 6.2, Section 6.3 or Section 9. This Section 10.2 states the sole and exclusive remedy of Tailorbird and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.

10.3. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. 

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11. TERM AND TERMINATION

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11.1. Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Engagement Letter remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). The term of each Project for a Property will commence on the Date of Activation and continue for the period set forth on the Engagement Letter (“ProjectTerm”). The term of any other Services shall be set forth on the Engagement Letter. 

11.2. Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.. 

11.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in the Section 10; and (c) any amounts owed to Tailorbird under this Agreement will become immediately due and payable. Sections 1, 4.2, 4.3, 5, 6.1, 7.2, 8, 9, 10, 11.3, and 12 will survive expiration or termination of this Agreement for any reason.

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12. MISCELLANEOUS

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12.1. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by Tailorbird arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.. 

12.2. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 

12.3. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.4. No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. 

12.5. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment ofFees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

12.6. Independent Contractors. Customer’s relationship to Tailorbird is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf ofTailorbird.

12.7. Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Tailorbird, by emailing legal@tailorbird.us and if to Customer by emailing the e-mail address set forth on the Engagement Letter, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the initial page of this Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

12.8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will betaken together and deemed to be one instrument.

12.9. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Tailorbird.

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