DNSFILTER TERMS OF SERVICE

Effective Date: November 18, 2022

The website located at www.dnsfilter.com (the “Site”) is a copyrighted work belonging to DNSFilter, Inc. (“DNSFilter”, “us”, “our”, and “we”). Certain features of the Site and the DNS service(s) may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these terms and conditions (“Terms” or “Agreement”). We reserve the right to change these Terms at any time by posting updated versions on this site; your continued use of the Site and DNSFilter services following such changes constitutes your acceptance of such changes. Therefore, be sure to review these Terms periodically.

BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF YOUR ACCEPTANCE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Overview
Accounts
Free Trial and Conversion to Subscription
Subscription Billing and Renewal
Covered Users
Term and Termination
Suspension of Services
Access to the Site
Third Party Links
Audit Rights
Customer Control
Disclaimer
Indemnification
Limitation of Liability
Intellectual Property
Miscellaneous

1. Overview

a. This Agreement governs DNSFilter’s solutions (including this website) and software (collectively, “Services”). This Agreement applies to your use of the Services, unless you have entered into a separate written agreement with DNSFilter, in which case that agreement would control.

2. Accounts

a. When you create an account with us, you represent and warrant that you are above the age of 18, and that the information you provide us is accurate and complete, and you will update the information if it changes. Inaccurate, incomplete, or obsolete information may result in our inability to provide Service to your account and/or the immediate termination of your account on the Service.

b. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

c. We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

d. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons; or if fraud or an unauthorized or illegal transaction is suspected.

e. You can delete your account at any time by emailing your request for deletion to support@dnsfilter.com, or following the instructions at this webpage.

3. Free Trial and Conversion to Subscription

a. DNSFilter, Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

b. You may be required to enter your billing information in order to sign up for the Free Trial.

c. If you do enter your billing information when signing up for the Free Trial, you will not be charged by DNSFilter, Inc. until the Free Trial has expired. On the last day of the Free Trial period, unless you canceled your Free Trial, you will begin accruing charges and be billed at the end of the billing period for the applicable Subscription fees for the type of Subscription you have selected.

d. At any time and without notice, DNSFilter, Inc. reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

4. Subscription Billing and Renewal

a. Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed on a recurring and periodic basis (“Billing Cycle”) as set forth in your Order Form and in the “Covered Users”: section below. Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

b. All Fees shall be paid within 30 days after the date of the invoice, in US dollars on such third-party platform as may be directed by DNSFilter.

c. A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide DNSFilter, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize DNSFilter, Inc. to charge all Subscription fees incurred through your account to any such payment instruments.

d. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

e. The service may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

f. Should automatic billing fail to occur for any reason, DNSFilter, Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

g. Except when required by law, paid Subscription fees are non-refundable.

h. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on DNSFilter’s income.

i. Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available:

i. DNSFilter may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law;

ii. Customer shall reimburse DNSFilter for all costs incurred by DNSFilter in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

iii. if such failure continues for 14 days following written notice thereof, DNSFilter may suspend performance of the Services until all past due amounts have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

j. Fee Increases. DNSFilter may increase Fees no more than once annually, by providing written notice to Customer at least 60 calendar days prior to the commencement of such Renewal Term, and any applicable Order Form will be deemed amended accordingly.

5. Covered Users

a. For standard, non-specialty subscriptions with user-based pricing, one license is required for each Covered User. DNSFilter has identified a limit of up to 5,000 DNS queries per one Covered user per day, which is generous compared to our competitors, who use 3,000. DNSFilter will monitor usage monthly to determine your monthly DNS queries. If DNSFilter identifies that your usage exceeds 5,000 DNS queries, per user, per day, DNSFilter reserves the right to require additional licenses be purchased.

6. Term and Termination

a. The term of this Agreement commences as of the Effective Date and continues until terminated pursuant any of the Agreement’s express provisions (the “Initial Term”).

b. Renewal Term. This Agreement will automatically renew for additional terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 60 days prior to the expiration of the then-current term, or otherwise cancels through the Customer portal (each a “Renewal Term” and, together with the Initial Term, the “Term”). c. Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

i. DNSFilter may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than 30 days after DNSFilter’s delivery of written notice thereof.

ii. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured thirty days after the non-breaching party provides the breaching party with written notice of such breach.

iii. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

d. Effect of Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

i. All rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate and DNSFilter may disable all Customer and Authorized User access to the DNSFilter Materials;

ii. Customer shall immediately cease all use of any Services or DNSFilter Materials and immediately at DNSFilter’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any DNSFilter Materials or DNSFilter’s Confidential Information;

iii. Notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information in its then-current state and solely to the extent and for so long as required by applicable Law; (ii) DNSFilter may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iii) all information and materials described in this Section will remain subject to all confidentiality, security, and other applicable requirements of this Agreement.

7. Suspension of Services

a. Suspension or Termination of Services. DNSFilter may suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or DNSFilter Materials, without incurring any resulting obligation or liability, if: (a) DNSFilter receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires DNSFilter to do so; or (b) DNSFilter believes, in its reasonable discretion, that: (i) Customer or any Authorized User is abusing the Service, as determined in DNSFilter’s sole discretion; (ii) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications; (iii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iv) this Agreement expires or is terminated. This Section does not limit any of DNSFilter’s other rights or remedies, whether at law, in equity, or under this Agreement.

8. Access to the Site

a. Unless otherwise agreed in writing, the rights granted to you in these Terms are specifically for use of the Services and are subject to the following restrictions:

i. you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site;

ii. you shall not copy, modify, make derivative works of, disassemble, reverse compile or reverse engineer or otherwise attempt to derive or gain access to the source code of the Services or any part of the Site;

iii. you shall not access the Site in order to build a similar or competitive website, product, or service, or otherwise to DNSFilter’s commercial disadvantage; and/or

iv. You shall not otherwise access or use the Services beyond the scope of authorization.

v. Except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

b. Modification. DNSFilter reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that DNSFilter will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

c. No Support or Maintenance. You acknowledge and agree that DNSFilter will have no obligation to provide you with any support or maintenance in connection with the Site.

d. Feedback. If you provide DNSFilter with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to DNSFilter all rights in such Feedback and agree that DNSFilter shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. DNSFilter will treat any Feedback you provide to DNSFilter as non-confidential and non-proprietary. You agree that you will not submit to DNSFilter any information or ideas that you consider to be confidential or proprietary.

e. DNSFilter reserves the right, in its sole discretion, to make any changes to the Services and DNSFilter Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of DNSFilter’s services to its customers; (ii) the competitive strength of or market for DNSFilter’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law.

9. Third Party Links

a. Our Service may contain links to third-party websites or services that are not owned or controlled by DNSFilter. DNSFilter. has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites. b. You acknowledge and agree that DNSFilter shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third party websites or services.

c. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

10. Audit Rights

a. Audit Procedure. DNSFilter or its designee may, upon reasonable notice and during normal working hours, inspect and audit Customer’s use of the Services under this Agreement at any time during the Term and for two (2) years following the termination or earlier expiration of this Agreement. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of DNSFilter with respect to such audit. DNSFilter shall only examine information directly related to Customer’s use of the Software. DNSFilter’s continuous monitoring of Customer’s usage levels shall not be considered an “audit” for purposes of this section.

b. Cost and Results of Audit. If the audit determines that Customer’s use of the Services exceeded the usage permitted by this Agreement by more than 10%, Customer shall pay to DNSFilter all amounts due for such excess use of the Software, plus interest on such amounts. If the audit determines that such excess use equals or exceeds 25% of Customer’s permitted level of use, DNSFilter shall be entitled to recover from Customer reasonable costs incurred by DNSFilter in conducting the audit. Customer shall make all payments required under this Section within thirty days of the date of written demand for payment of such costs.

11. Customer Control

a. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (”Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and DNSFilter Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

12. Disclaimer

a. THE SERVICES AND SITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND DNSFILTER (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

b. We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other websites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

c. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

13. Indemnification

a. You agree to indemnify and hold DNSFilter (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services or Site, (b) your violation of these Terms or (c) your violation of applicable laws or regulations. DNSFilter reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of DNSFilter. DNSFilter will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14. Limitation of Liability

a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DNSFILTER (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF DNSFILTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNT PAID OR PAYABLE BY YOU TO DNSFILTER IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS

WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

c. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

15. Intellectual Property

a. Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by DNSFilter or DNSFilter’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. DNSFilter and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

b. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, DNSFilter Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the DNSFilter Materials, and the Third-Party Materials are and will remain with DNSFilter and the respective rights holders in the Third-Party Materials.

16. Miscellaneous

a. Governing Law. These Terms shall be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions.

b. No Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

c. Survival. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

d. Copyright/Trademark Information. Copyright © 2022 DNSFilter, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

e. Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

f. Publicity. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that DNSFilter may, without Customer’s consent, include Customer’s name and other indicia in its lists of DNSFilter’s current or former customers of DNSFilter in promotional and marketing materials. Customer may revoke such permission at any time by sending a revocation to legal@dnsfilter.com.

g. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

h. Entire Agreement. This Agreement, together with the Customer’s Order Form, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

i. Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 15.4. All notices to DNSFilter shall be copied to legal@dnsfilter.com. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if sent by a nationally recognized overnight courier, signature required; and (b) on the 2nd day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

j. Contact Us. If you have any questions about these Terms, please contact us here or email us at legal@dnsfilter.com.

k. Force Majeure.

i. No Breach or Default. In no event will either Party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, epidemic/pandemic, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency[(vii) shortage of adequate power or transportation facilities.

ii. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

iii. If a Force Majeure condition impacting a party’s performance continues substantially unchanged for a period of thirty (30) days, the non-affected party may terminate this agreement upon written notice to the affected party.

l. Amendment and Modification; Waiver. Except as specifically set forth herein, no amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

m. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.