Sleep School Service Order Agreement

SLEEP SCHOOL SERVICE ORDER AGREEMENT

Human language: Just before each section we’ve included some words in gray boxes like this that are in italics, which are not part of the agreement. They are meant to explain in more human terms the intent behind each section. We actually want you to read this stuff and understand it, so hopefully, these words help you to do just that. 

This Sleep School Service Order Agreement (“Service Order”) is entered into by Batelle, Inc., 800 3rd Ave, New York, New York, 10022 (“Company”) and each other person who executes this Service Order, individually and as parent and/or legal guardian of the Subject Child or Children (“You”, “Your” or “Client”) and is governed by the Sleep Coaching Services Terms of Use attached as Exhibit A to this Service Order (“Terms of Use”). Unless otherwise expressly provided below, the Terms of Use shall apply to this Order to the exclusion of all other terms and conditions. Capitalized terms not defined herein shall have the meanings set forth in the Terms of Use. 

Description of Services

Sleep coaching services, which shall include the following:
1) Starter Pack: Which may include one Camera, one Light and one Sleep Blanket (Hug)
2) Audio, video and written teaching Content, and
3) Coaching calls/ classes 
4) Support via the chat

Company shall arrange for insured shipment of the Starter Pack to Client via a common carrier.

The company also commits to help resolve any sleep-related (non-medical) issues after the conclusion of the Program for each Subject Child up until the Subject Child is 6 years of age.

IMPORTANT NOTICES

The Program (including all related Services, Content, Deliverables, Starter Pack and Sleep Blanket) is for informational purposes only. The Client is solely responsible for making and implementing Client’s decisions, choices, actions and results arising out of or resulting from the Program, including without limitation, those arising or resulting from coaching calls, discussions and/or other interactions with the coach(es) provided by Company.

Client (which includes Client individually and as parent and/or legal guardian of the Subject Child or Children) expressly assumes the risks of the Program for Client’s use, or non-use, of the information and items provided to Client. 

Client also understands and agrees that Client is expressly assuming all of the risks of the Program whether or not such risks were created or exacerbated by the Program.  As such, Client acknowledges and agrees that the Company is not, and will not be, liable or responsible to Client, the Subject Child or Children, or any third party for any action or inaction of any person on behalf of Company, or for any direct or indirect result of participating in the Program. Additional information regarding Assumption of Risk, Disclaimer of Warranties, Limitation of Liability and Indemnity is provided below in the Terms of Use.

Human language: Our methods and techniques in Sleep School are very important to us. Although we encourage you to tell other parents about your Sleep School journey (and send those sleep-deprived parents our way), we ask you to keep all the specific methods confidential. We also need to make sure that you are authorized (as parent or guardian) to enroll your little one into Sleep School, and that you embrace all that the program has to offer. 

CLIENT AGREES THAT TITLE, OWNERSHIP AND ALL RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) IN AND TO THE PROGRAM AND ANY OTHER CONFIDENTIAL INFORMATION OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, THE CONTENT AND SERVICES) ARE AND SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF COMPANY (OR SUCH OTHER THIRD PARTY THAT MAY HAVE GRANTED COMPANY RIGHTS IN SUCH ITEMS) AND CLIENT SHALL NOT UNDERTAKE ANY ACTIONS TO INFRINGE COMPANY’S RIGHTS IN THE FOREGOING. By their signatures below, each Client signing below represents and warrants as follows:

  1. That Client agrees to and will comply with all of the terms of this Service Order and the Terms of Use;
  2. That Client is authorized, as a parent or a legal guardian of the Subject Child named in this Service Order, to engage Company to provide Services with respect to the Subject Child; 
  3. That Client authorizes Company to take any and all such actions as described in this Service Order and the Terms of Use with respect to the Subject Child;
  4. The Client acknowledges that he/she has read, understands and does hereby accept and agree to be legally bound by the terms and conditions contained in this Service Order and the Sleep Coaching Services Terms of Use attached to the Service Order, and that Client has voluntarily provided Client’s consents contained therein.

Exhibit A

SLEEP COACHING SERVICES TERMS OF USE

Human language: before you start, we need to make sure we are on the same page.

This Agreement is a legally binding agreement made between you, individually and as parent or legal guardian of Subject Child or Children (“You”, “Your” or “Client”) and Batelle Inc ("Company", “we”, “us”, or “our”).  You agree that the following terms and conditions shall apply to your purchase of our Services, and your access to and/or use of the Services, Content, Deliverables, Starter Pack and Sleep Blanket (collectively, “Program”). You agree that by purchasing, accessing or using the Program, in whole or in part, you have read, understood, and agree to be bound by terms and conditions set forth in this Agreement. 

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY SET FORTH IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.  PLEASE ALSO REVIEW OUR PRIVACY POLICY ON OUR WEBSITE AT https://batelle.com/privacy FOR A DESCRIPTION OF OUR PRIVACY PRACTICES AND POLICIES, INCLUDING HOW WE COLLECT AND HANDLE YOUR PERSONAL INFORMATION. THE PRIVACY POLICY IS HEREBY INCORPORATED INTO THESE TERMS OF USE BY REFERENCE AND CONSTITUTES A PART OF THESE TERMS OF USE.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, INCLUDING THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PROGRAM, AND YOU MUST NOT COMMENCE USING IT.  IF YOU ARE USING ANY PART OF THE PROGRAM WITHOUT BEING AUTHORIZED TO DO SO, DISCONTINUE USE IMMEDIATELY. 

DEFINITIONS.

This section is an attempt by our legal team to shorten the long agreement by pre-defining some terms and then using them throughout the rest of the document. 

Agreement” means these Sleep School Terms of Use and the Service Order executed by the parties pursuant to these Terms of Use.  

Authorized Purpose”  means providing coaching sessions with Client, guiding Client through training and/or providing any other Services to Client under the applicable Service Order.

Confidential Information” means all data and information transmitted to one party (a “Receiving party”) by the other party (a “Disclosing Party”) pursuant to or in connection with this Agreement or the Program that the Disclosing Party identifies as being proprietary and/or confidential or that, by the nature of the information and circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. Confidential Information of the Company includes, without limitation, Company’s Program, methodologies, know-how and other intellectual property, business and marketing plans, financial information and any information of Company’s clients, coaches or suppliers (which may include, without limitation, any information disclosed by other clients of Company to Client or Company during any group coaching sessions held by Company).

Content” means all videos, audio (for example, voice, music and other sounds), visuals, methodologies, mantras, graphics, photos, texts (such as comments and scripts), branding (including trade names, trademarks, service marks or logos), interactive features, software, metrics and other materials provided by Company.  

“Deliverables” means all tools, reports, applications, information, data, concepts, plans, inventions, improvements, developments, discoveries, know-how, trade secrets, notes, records, drawings, designs, computer programs and other works of authorship and/or other materials created, conceived, made, discovered or developed by Company or Company’s personnel in performing, or otherwise resulting from, the Services, or otherwise provided or delivered to Client pursuant to this Agreement. 

Program” means the Services, Content, Deliverables, Starter Pack and Sleep Blanket provided by Company to Client pursuant to this Agreement.  

Services” means the sleep coaching services and other services provided by Company as more specifically set forth in the applicable Service Order.

Services Commencement Date” shall mean the date that Company commences the provision of the Program to Client as set forth in the applicable Service Order. 

Service Order” means a mutually agreed document describing the specific Program to be provided by Service Provider pursuant to this Agreement. 

Service Term” means the 2 week time period of Services to be provided by Company to Client as set forth in the applicable Service Order. 

Sleep Blanket” means a sleep blanket (which may be known as The Hug) provided by the Company as part of the Services.

Subject Child” or “Subject Child or Children” means the specific child(ren) identified in the Service Order who is/are the intended recipient(s) of the Services contracted from Company by Client. 

LIMITED GUARANTEE; GUARANTEE DISCLAIMER

We take our responsibility to you seriously. This is why we have the guarantees we do, as well as our long term commitment to you and your child. However, for us to be able to do right by you, we need your full support and commitment. 

Company guarantees that Services performed by Company will, by completion of the Service Term, result in the Subject Child settling to bed in five (5) minutes or less and sleeping through the night by the end of the second week, so long as all of the necessary conditions below are adhered to. If Company fails to meet the foregoing guarantee during the Service Term, Company shall, at the Client's choice, either 1) re-perform or continue such Services for another two-week service term at no charge, or 2) render a refund or credit to Client based on the original charge for such Services. The foregoing guarantee shall not apply before a Client has attended and/or watched all the Step Calls.

The guarantee period within which to refund begins at the date of purchase and ends 60 days after completing the two-week service term.

How to request a second two-week service term or a refund:

  • Request via the Batelle App

If the Client cancels anytime after receiving the tracking number of the Sleep Box, a restocking fee of $150 will be deducted from the refund. Returning the Sleep Box is also required to be entitled to a cancellation or a refund. To facilitate the process, the Company shall provide a prepaid return postage.

This restocking fee will be waived if, despite the Client’s commitment to Sleep School, the Company has not met its guarantees as outlined in the above terms.

If conditions are satisfied, Client will have the option of additional support or a refund, which will be issued in the same manner and amount of the original payment (less any restocking fee) within 14 days after the request for a refund.

The Client will be eligible for support via the chat until Subject Child’s sixth birthday, subject to no refund or cancellation being issued.

ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE LENGTH OF THIS GUARANTEE.  EXCEPT FOR THE FOREGOING EXPRESS GUARANTEE, THE PROGRAM IS PROVIDED “AS IS” BY COMPANY WITHOUT ANY GUARANTEES. COMPANY HEREBY DISCLAIMS ALL OTHER GUARANTEES AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY GUARANTEE OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.  

THE GUARANTEE IS LIMITED TO A REFUND OF THE ORIGINAL CHARGE FOR SERVICES AND EXCLUDES ANY AND ALL INCIDENTAL AND CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE PROGRAM.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

THIS GUARANTEE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

PROGRAM.  

Once you pay, it is our job to provide you with the services of Sleep School and your job to listen internalize what we are trying to teach you. 

Subject to Client’s timely payment to Company of all applicable fees and expenses as set forth in the applicable Service Order and Client’s strict compliance with the terms and conditions set forth in the Agreement, Company shall provide to Client the specific Program as described in the applicable Service Order during the Service Term set forth therein.  

CLIENT RESPONSIBILITIES.

We want to make sure you can get the most out of the program. We keep your child’s wellbeing at the heart of everything we do, and we ask that you fully participate with us in helping you all get more sleep. This means attending all coaching calls and listening to instructions closely. We will guide you at every step of the way, but ultimately the outcome and results of the program are your responsibility.  

Client shall be responsible for the following: (a) obtaining and maintaining high speed internet access through an internet service provider and appropriate hardware and software, including software and procedures to guard against viruses, worms, trojan horses or other destructive programming; (b) ensuring each and every aspect of the Program are kept confidential by Client; and (c) using the Content or Deliverables in such proper manner as authorized and instructed by the Company, including reading and heeding all instructions and warnings for the items in the Starter Pack and the Sleep Blanket. 

CONFIDENTIALITY.

Please can we all respect each others’ privacy. Sometimes information needs to be disclosed (for legal reasons for example), but otherwise, we agree to keep your information private and we ask you to do the same. 

The Receiving Party shall retain in confidence all Confidential Information transmitted to it by the Disclosing Party and will make no use of the Disclosing Party’s Confidential Information except as expressly permitted hereunder, and only during the Service Term. Upon the expiration or termination of this Agreement or the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information of the Disclosing Party in its possession or control.

The parties shall treat the terms and conditions of this Agreement and the Terms of Use  as confidential; however, either party may disclose such information as follows: (a) in confidence to its immediate legal and financial consultants as required in the ordinary course of that party's business and (b) pursuant to any applicable law, regulation, or court order requiring a party to disclose such information; provided, however, that the Receiving Party shall promptly notify the Disclosing Party in writing prior to making any such disclosure, in order to facilitate the Disclosing Party’s efforts to protect its Confidential Information. Furthermore, Company may also disclose Confidential Information about Client to appropriate authorities without Client’s consent and without any liability to Company: (a) when there is suspected child abuse or neglect; (b) when, in the Company’s judgment, Client is in danger of harming himself/herself or another person; or (c) if Client communicates to the Company a serious threat of physical violence against another person.

Confidential Information shall not include information that the Receiving Party can establish: (i) has entered the public domain without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) is rightfully received by the Receiving Party from a third party without confidentiality restrictions; (iii) is known to the Receiving Party without any restriction as to use or disclosure prior to first receipt by the Receiving Party from the Disclosing Party hereunder; or (iv) is independently developed by the Receiving Party without use or access to Disclosing Party’s Confidential Information.

Since some sessions of the Program are conducted in a group format, Client commits to maintaining the confidentiality of all information communicated or revealed to Client by other clients of the Company (“Other Clients’ Information”). Client covenants that it shall not disclose Other Clients’ Information to any third parties nor share information that leads to the identification of others from such group sessions, and will indemnify Company for any claims or actions made against Company to the extent due to Client’s breach of the foregoing covenant. 

INTELLECTUAL PROPERTY RIGHTS.

Sorry to be repetitive (this is clearly a really important point for us). Just making sure you know it’s not OK to share, copy or distribute our trade secrets.

All aspects of the Program and any other Confidential Information of the Company is acknowledged by Client to be proprietary to Company and is provided to Client for Client’s personal use only during the Service Term. As between Company and Client, Company shall own all right, title and interest in and to the Program. Client acknowledges and agrees that it may not copy, share or distribute any aspect of the Company’s Program or other Confidential Information with or to any third party without the prior written consent of the Company. No part of the Program may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited by Client for any commercial purpose whatsoever. 

 Subject to payment in full for Services provided under this Agreement, Company grants Client a non-exclusive, revocable, limited license to access and use the Program solely for Client’s personal, non-commercial use. Company reserves the right to modify, delete or remove any part of the Program at any time, without prior notice to the Client. 

 FEEDBACK; RECORDINGS CONSENT & RELEASE.  

Throughout the program, we will both be sharing a lot of information. We will keep this information securely and for training purposes, unless you ask us otherwise. 

By submitting suggestions or other feedback regarding the Program, Client agrees that Company can use and share such suggestions and feedback made by Client for any purpose without compensation to Client. 

Client hereby consents to (a) the participation in interviews, coaching calls and any taking and sharing of photographs as well as the video and audio recordings by Company (collectively, “Recordings”) of Client and the children of Client solely for the purpose of providing coaching sessions with Client, guiding Client through training and/or providing any other Services to Client under the applicable Service Order (collectively, “Authorized Purposes”), and (b) the Company’s right to edit, transcribe, use, and re-use said Recordings solely for the Authorized Purposes. Client represents and warrants that Client is authorized to provide the foregoing consent, and Client hereby releases the Company and its agents and employees, and shall indemnify Company, from all claims, demands, and liabilities whatsoever in connection with the above. Upon Client’s written request, Company shall provide a copy of such Recordings to Client for Client’s own personal use. 

CLIENT DATA. 

There will be data that you share with us over the course of Sleep School that we will need access to in order to better guide and support you. We take data privacy very seriously and will do everything in our power to protect it. 

Client acknowledges that Company may receive, maintain and process certain data of Client or Client’s children that Client provides to Company or that Company may otherwise obtain information about Client or Client’s children (collectively, “Client Data”) for the purpose of providing the Program to Client. Client agrees that Company shall have no liability to Client for any loss or corruption of any such Client Data, and Client hereby waives any right of action against Company arising from any such loss or corruption of such Client Data. 

In accordance with the Federal Children's Online Privacy Protection Act of 1998 (“COPPA”), Client hereby grants Company permission to collect, access, use and disclose the Client Data for the purposes of providing the Program to Client. Company certifies that Company’s use of the Client Data it collects or has access to is performed in accordance with Company’s then-current standard Privacy Policy. Company shall retain such Client Data collected online for only as long as is reasonably necessary, to fulfill the purpose for which the information was collected. Upon request, Company shall delete such Client Data using reasonable measures to protect against unauthorized access to, or use of, the Client Data in connection with its deletion.  

We try and cover as many circumstances as possible, but you should know about the following exceptions. 

ASSUMPTION OF RISK.

CLIENT’S RELIANCE ON OR USE OF ANY INFORMATION OR ITEMS PROVIDED IN CONNECTION WITH OR THROUGH THE PROGRAM (INCLUDING SERVICES, CONTENT, DELIVERABLES, STARTER PACK AND SLEEP BLANKET) IS SOLELY AT CLIENT’S OWN RISK.

THE INFORMATION AND ITEMS PROVIDED IN CONNECTION WITH OR THROUGH THE PROGRAM ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, MEDICAL DIAGNOSIS, TREATMENT OR RECOMMENDATIONS OF ANY KIND, AND ARE IN NO WAY INTENDED TO CREATE A PHYSICIAN – PATIENT RELATIONSHIP AS DEFINED BY STATE AND FEDERAL LAW.  COMPANY DOES NOT PROVIDE MEDICAL SERVICES. 

CLIENT SHOULD ALWAYS SEEK THE ADVICE OF CLIENT’S QUALIFIED HEATH CARE PROFESSIONALS WITH ANY QUESTIONS OR CONCERNS CLIENT MAY HAVE REGARDING SUBJECT CHILD’S OR CHILDREN’S INDIVIDUAL NEEDS AND ANY MEDICAL CONDITIONS.  THE PROGRAM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL DIAGNOSIS OR TREATMENT. 

  • DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PROGRAM AND ALL RELATED SERVICES, CONTENT AND DELIVERABLES ARE PROVIDED “AS IS”, WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THAT SERVICES PROVIDED ONLINE AND/OR VIA THE INTERNET OR THROUGH WEBSITES OR APPS WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING, OR THAT ANY DEFECT IN SUCH ISSUE WILL OR CAN BE REMEDIED.

  • LIMITATION OF LIABILITY AND INDEMNITY.

We try and cover as many circumstances as possible, but you should know about these exceptions. 

IN NO EVENT WILL THE COMPANY BE LIABLE TO CLIENT FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT CLIENT MAY INCUR, COMPANY’S’ ENTIRE LIABILITY UNDER THIS AGREEMENT, AND CLIENT’S EXCLUSIVE REMEDY, WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY OR ON CLIENT’S BEHALF TO COMPANY UNDER THIS AGREEMENT FOR THE SERVICES RENDERED THROUGH AND INCLUDING THE TERMINATION DATE OF SERVICES.

THE PROGRAM PROVIDED HEREUNDER IS FOR THE EXCLUSIVE BENEFIT OF CLIENT (AND SUBJECT CHILD OR CHILDREN), AND COMPANY ASSUMES NO LIABILITY OR OBLIGATION TO ANY PERSON OTHER THAN CLIENT, INDIVIDUALLY AND AS PARENT OR LEGAL GUARDIAN OF SUBJECT CHILD OR SUBJECT CHILDREN, IN RESPECT OF ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM OR ANY RELATIONSHIP ESTABLISHED BY THIS AGREEMENT WHETHER ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR EQUITY, BY OPERATION OF STATUTE OR UNDER ANY LAW OR OTHERWISE. IF CLIENT ALLOWS ANY THIRD PARTY TO ENJOY THE BENEFIT OF THE PROGRAM (IF PERMITTED UNDER THIS AGREEMENT OR IN VIOLATION OF THIS AGREEMENT), THEN CLIENT AGREES TO INDEMNIFY AND HOLD HARMLESS COMPANY AGAINST ANY CLAIM BY ANY SUCH THIRD PARTY.     

CLIENT, INDIVIDUALLY AND AS PARENT OR LEGAL GUARDIAN OF SUBJECT CHILD OR CHILDREN, EXPRESSLY WAIVES THE RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND OTHER SIMILAR STATUTES IN OTHER STATES.  CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

GOVERNING LAW.

This section is about dispute resolution. If the need arises, we plan to be reasonable. 

This Agreement shall be governed by and defined following the laws of Delaware. The parties irrevocably consent that the courts of Wilmington County, State of Delaware shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms. The rights and remedies herein provided are in addition to those available to either party at law or in equity. 

 MISCELLANEOUS AND FORCE MAJEURE.

This section is a bunch of legal words that are pretty standard but according to our legal team must be said.

This Agreement constitutes the entire agreement between Client and Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any provision of this Agreement or of any subsequent breach of the same and no waiver of any provision of this Agreement will be effective unless made in writing. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 

This Agreement may not be modified or amended except by a written instrument executed by both parties.

In the event of termination or expiration of this Agreement, provisions herein which by their context and content are intended to survive termination or expiration hereof shall so survive.

This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that if a party signs this Agreement and transmits such Agreement to the other party via facsimile or other electronic transmission (including, but not limited to, transmitting a PDF, .jpg or other electronic image of a signature), and the other party then signs such transmission, this Agreement shall have been validly executed by both parties and such fully signed document, and the facsimile or other electronic version of such document(s) bearing all signatures transmitted to the other party that signed such document, shall be deemed original documents for all purposes (including, but not limited to, for evidentiary purposes).

Neither party shall be liable for any unforeseeable event beyond its reasonable control not caused by the fault or negligence of such party, and which causes such party to be unable to perform its obligations hereunder and which it has been unable to overcome by the exercise of reasonable due diligence, including, but not limited to, strikes, disturbances, riots, fire, severe weather, governmental action or inaction, acts of war, acts of terrorism or sabotage, acts of God, epidemic or pandemic or any other causes similar or dissimilar to the foregoing.  In the event of the occurrence of such a force majeure event, the party unable to perform shall promptly notify the other party in a writing which describes the circumstances.  It shall suspend performance only for such period of time as is necessary as a result of the event and shall use its best efforts to resume performance as quickly as possible thereafter.  The obligation to make payment when due shall not, however, be excused by a force majeure event.