DRAWBRIDGE TERMS AND CONDITIONS (US)

Updated: October 5, 2023

BY AGREEING TO AN ORDER FORM OR OTHER DOCUMENT (“ORDER FORM”) INCORPORATING THIS DRAWBRIDGE SOLUTIONS AGREEMENT (“TERMS”), DRAWBRIDGE PARTNERS, LLC (“DRAWBRIDGE”) AND THE CLIENT IDENTIFIED ON THE ORDER FORM AGREE THAT THESE TERMS SHALL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES AS TO ANY SERVICES PROVIDED OR TO BE PROVIDED TO CLIENT AS SET FORTH IN SUCH ORDER FORM. AS TO ANY PARTICULAR ORDER FORM, THE ORDER FORM, ANY SUPPLEMENTAL ORDER FORMS AND THESE TERMS TOGETHER CONSTITUTE THE AGREEMENT OF THE PARTIES AND ARE REFERRED TO COLLECTIVELY HEREIN AS THE “AGREEMENT.” IN THE EVENT OF ANY CONFLICT BETWEEN THE ORDER FORM(S) AND THESE TERMS, THE TERMS OF THE ORDER FORM SHALL PREVAIL.

The following terms and conditions and any documents incorporated into this Agreement shall apply to all transactions between the Parties related to the DRAWBRIDGE platform and any related equipment and services as identified in the Order Form(s).

1. Solutions. Client will order and Drawbridge will provide (i) software (“Software”); (ii) cloud service offerings and Software support (“Services”); (iii) professional services (“Professional Services”) and/or (iv) specific virtual or physical appliances (“Equipment”) (collectively, “Solutions”) as specified in the Order Form(s). Solutions are provided on a subscription basis for a set term designated in the Order Form(s) for the one-time charges and subscription fees set forth therein (collectively, “Fees”). Client may access and use the Solutions and any associated user manuals, training materials, product descriptions and specifications, and other printed information (“Documentation”) relating to the Solutions solely for its own internal business purposes and in accordance with the terms and conditions of this Agreement.

2. Equipment. If the Services selected by Client include Services that require the provision of Equipment by Drawbridge, then Client becomes the rightful owner of and is responsible for installing the Equipment at the location(s) specified by Drawbridge and for the implementation of appropriate data protection practices related to the protection of any information included on such Equipment. The Equipment that is purchased by Client is a part of the Solutions and included with the subscription to the Solutions. If Client installs or uses the Equipment at a location other than as agreed by the Parties, the Solutions may fail to function properly. In the event Client relocates the Equipment, it will promptly notify Drawbridge so that Equipment deployment information can be updated within Client’s account.

3. License. For as long as Client is in compliance with the terms of this Agreement, including payment of all Fees, Drawbridge grants to Client a limited, non-transferable, non-sublicensable, non-exclusive license during the Term to: (i) install the object code form of the Software solely in connection with Client’s use of the Solutions and in accordance with the Documentation and this Agreement, up to the number of licenses set forth on the Order Form(s); (ii) use the Services in conjunction with the Solutions; and (iii) access the Drawbridge Platform, subject to the Privacy Policy located at drawbridgepartnersllc.com/privacy-policy/ as may be updated from time to time (the “Privacy Policy”). Drawbridge shall provide the Solutions in accordance with the terms of this Agreement. The Solutions provided under this Agreement shall include any updates, upgrades, bug fixes, version upgrades or any similar changes that are made generally available to Drawbridge’s customers from time to time during the Term.

4. Reservation of Rights and Ownership. Drawbridge owns or has the right to license the Solutions and any associated Documentation (“Drawbridge Technology”). The Parties agree that: (a) the Drawbridge Technology is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws; (b) Drawbridge retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Drawbridge Technology, excluding any rights, title and interest in any Third-Party Products (as defined in Section 10.4 below) which shall be retained by its third-party licensors, any other deliverables, know-how, databases, developed programs, and registered or unregistered intangible property rights; (c) there are no implied licenses and any rights not expressly granted to Client hereunder are reserved by Drawbridge; (d) the Solutions are licensed on a subscription basis, and Client acquires no ownership or other interest (other than the license rights expressly stated herein) in or to the Drawbridge Technology, except in the case of Professional Services described in an Order Form that explicitly provides for the transfer of title to the work product created under such Order Form; and (e) in those instances where the Solutions are offered as an on-line, hosted solution, Client has no right to obtain a copy of the Software.

5. Restrictions, Responsibilities and Prohibited Use.
5.1 Restrictions. Client agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works based on the Drawbridge Technology; (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Solutions, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Drawbridge); (iii) interfere with or disrupt the integrity or performance of the Solutions or the data contained therein or block or disrupt any use or enjoyment of the Solutions by any third party; (iv) attempt to gain unauthorized access to the Solutions or their related systems or networks; or (v) remove or obscure any proprietary or other notice contained in the Drawbridge Technology, including on any reports or data printed from the Drawbridge Technology. If Drawbridge determines that Client’s use of or access to the Solutions imposes an actual or imminent threat to the security or stability of Drawbridge’s infrastructure or that Client is abusing its use of the Solutions in contravention of the terms of this Agreement, Drawbridge may, in addition to any other rights, suspend Client’s access to the Solutions until such activity is rectified. If commercially practicable, Drawbridge shall provide Client with notice prior to any such suspension and shall work with Client in good faith to reinstate the Solutions promptly after the issue has been resolved.
5.2 Client Responsibilities. Client shall provide sufficient resources, including personnel and infrastructure, in a timely manner to fully implement Software and Services and install the Equipment in order to enable features of the Solutions. Client shall designate an employee, who shall be available to Drawbridge to address any issues, and shall oversee the implementation by Client’s personnel. Client acknowledges that any changes made to the Client’s infrastructure or configuration of the Solutions after initial deployment may cause the Solutions to cease working or function improperly and that Drawbridge will have no responsibility for the impact of any such Client changes. Client must identify the administrative users for its account which may include Client’s authorized (email authorization sufficient) third-party service providers and agents (each, an “Administrator”). Each Administrator will receive an administrator ID and password and will need to register with Drawbridge. Client is responsible for notifying Drawbridge of changes to Administrators. Administrator IDs are granted to individual, named persons and cannot be shared or used by more than one Administrator but may be reassigned from time to time to new Administrators. In addition, Client will: (i) be responsible for ensuring the security and confidentiality of all Administrator IDs and passwords; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Solutions; (iii) notify Drawbridge promptly of any unauthorized use of the Solutions or any breach, or attempted breach, of security of the Solutions; (iv) not use the Solutions in a manner that would violate applicable laws or regulations; (v) not use the Solutions and transfer any Client Data to Drawbridge for any fraudulent purposes; and (vi) implement safeguards within Client’s environment to protect the Solutions, including specifically, the Equipment, from the introduction, whether intentional or unintentional, of (1) any virus or other code, program, or sub-program that damages or interferes with the operation of the Equipment or halts, disables, or interferes with the operation of the Solutions; or (2) any device, method or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Solutions.

6. Term; Termination. The term of this Agreement commences on the Effective Date for the initial term set forth in the applicable Order Form, and shall be automatically extended for additional renewal terms, each for the period set forth in the Order Form, unless either Party notifies the other Party at least sixty (60) calendar days prior to the expiration of the then-current term that it declines to renew this Agreement (the initial term and any extensions thereof being referred to herein as the “Term”). Either Party may terminate this Agreement (including all amendments to this Agreement) for cause if the other Party commits a material breach of this Agreement, provided that the terminating Party has given the other Party at least ten (10) days advance notice to cure the breach (if curable) and the other Party has failed to do so. In the event of any termination by Drawbridge for material breach, Client will pay to Drawbridge any Fees due that would have become due through the end of the then-current Term. In the event of any termination by Client for material breach, Client shall have the right to obtain a refund of any prepaid Fees for the unused portion of the Term. Upon termination, Client agrees to cease all use of the Solutions and Drawbridge Technology, installed or otherwise, and destroy all copies of any Drawbridge Technology that is in its possession or under its control.

7. Fees and Payments.
7.1 Fees. Client agrees to pay a one-time purchase and set up Fee in the amount set forth in the Order Form(s), plus applicable sales tax, per on-site Equipment, to be paid at the commencement of the Term. Client also agrees to pay Fees (dependent upon the Solutions subscribed for) plus applicable sales tax in the amount set forth in the Order Form(s) at the commencement of the Term and annually thereafter, paid in advance, for the Services selected in the Order Form(s).
7.2 Payments and Invoices. Payments to Drawbridge shall be in US Dollars and are due within thirty (30) calendar days of the applicable invoice date. If Client fails to make a timely payment, Drawbridge reserves the right to impose a late payment charge of 1.5% monthly on any outstanding balance, or the maximum rate permitted by law, whichever is less, and Client shall remain responsible for all costs of collection (including legal and collection agency fees). If Client fails to make any payments due, Drawbridge may suspend or terminate the Solutions without any liability to Drawbridge. Client’s billing contact information is set forth in the Order Form(s). If Client believes that Drawbridge has billed Client incorrectly, Client must contact Drawbridge no later than thirty (30) days after its receipt of the first billing statement in which the error or problem appeared in order to receive an adjustment or credit, if appropriate.
7.3 License Audit. During the term of this Agreement and for one year thereafter, Drawbridge or its designated auditor shall have the right to obtain appropriate Client records to verify Client’s compliance with the license-count provisions of the Agreement if Client’s subscription includes any Solutions that are subject to license counts or per-license pricing. Drawbridge, at its option, may require that an executive officer of Client certify in writing to Client’s compliance with the license-count provisions of the Agreement. If, as a result of such audit, Drawbridge determines that Client has exceeded the number of licenses subscribed to by Client, Drawbridge will notify Client of the number of additional licenses, along with the associated Fees prorated through the end of the relevant Term, and Client will remit payment for such Fees in accordance with this Section.
7.4 Taxes. The Fees set forth in the Order Form(s) are exclusive of any sales, use, excise, value added, import, or other applicable taxes, tariffs or duties (“Taxes”). Client is solely responsible for payment of all Taxes except for any taxes based solely on Drawbridge’s net income. If Client is required to pay any Taxes, Client shall pay such Taxes with no reduction or offset in the amounts payable to Drawbridge hereunder, and Client will pay such additional amount as shall be necessary such that Drawbridge receives the full amount of the payment required as if no such reduction or offset were required. If Drawbridge has the legal obligation to pay or collect Taxes for which Client is responsible, Client authorizes Drawbridge to charge Client for such amount.
7.5 Expenses. If, in connection with the Solutions, Drawbridge incurs out-of-pocket expenses that have been pre-approved by Client. Client agrees to reimburse Drawbridge, within 30 days of invoicing, for the reasonably documented expenses incurred.

8. Confidentiality
8.1 Confidential Information. Each Party shall keep in confidence all non-public information relating to the business, affairs, customers, suppliers, plans, strategy, processes, product information, know-how, intellectual property or trade secrets of the disclosing Party, as disclosed to it by the other Party that is either marked as confidential or that a reasonable person would recognize as being confidential to the other Party (“Confidential Information”). The receiving Party shall protect the disclosing Party’s Confidential Information by using the same standard of care, but not less than a reasonable standard of care, to prevent the unauthorized use, disclosure or publication of the Confidential Information as the recipient uses to protect its own Confidential Information. Further, the receiving Party will not disclose the disclosing Party’s Confidential Information to any third party other than, under no lesser standard of confidence, to: (a) its affiliates; (b) its professional advisors; or (c) employees of its subcontractors, in each case only to those who need to know such Confidential Information to the extent reasonably necessary for their performance under the Agreement or their use of the Solutions. This Section shall not apply to information that is: (a) in the public domain other than as a result of a breach of the Agreement; (b) in the possession of the receiving Party before such disclosure has taken place; (c) obtained from a third party who is, to the knowledge of the receiving Party, free from any obligations of confidentiality to disclose the same; or (d) developed by the receiving Party independently of and without reference to the Confidential Information. If either Party receives a demand from a competent authority or court to disclose the other Party’s Confidential Information, the receiving Party may comply with such demand if, where permissible, it has given the other Party as much prior notice as possible in order for the other Party to object to the demand. The receiving Party shall return or destroy any Confidential Information upon the written request of the disclosing Party, provided, however, that the Receiving party shall be entitled to retain under the terms of this Agreement, but not use in any manner, the Confidential Information to the extent necessary to comply with applicable law, regulation or bona fide document retention policies.
The Parties acknowledge that a violation of this Section may cause irreparable harm to the disclosing Party for which monetary damages may not be an adequate remedy, and injunctive or other interlocutory relief may accordingly be sought by the disclosing Party.
8.2 Client Data. Client’s Confidential Information may include certain security information, Client network and network vulnerability data, event data, and related information regarding Client’s network and data (“Client Data”). Client Data does not include Personally Identifiable Information (“PII”) of Client or Client’s employees. As between the Parties, Client shall retain all right, title and interest (including any and all intellectual property rights) in and to the Client Data (excluding any Drawbridge Technology used with the Client Data), and Drawbridge shall have no right, title or interest in the PII. Client hereby grants Drawbridge a non-exclusive, worldwide, royalty-free, perpetual, transferable right to collect, use, copy, store, transmit, modify and create derivative works of the Client Data solely to the extent necessary to provide the Solutions to Client. Drawbridge may use Client Data in an aggregate, anonymized and de-identified form not capable of identifying Client (“Anonymized Data”) solely for the purpose of Drawbridge’s own product development, enhancement and other commercial purposes (including peer analysis and benchmarking for the benefit of Client and other clients and prospective clients of Drawbridge), provided that under no circumstances will Drawbridge distribute or otherwise make available to any third party any Client Data in such a manner as to identify Client as the provider of any such Client Data. Notwithstanding anything to the contrary herein, such Anonymized Data will be deemed Drawbridge Technology (as defined herein), which Drawbridge may use for any business purpose during or after the Term, including without limitation to develop and improve the Solutions and to create and distribute reports and other materials.
8.3 Public Statements. With the exception of Client disclosing that Drawbridge is the Client’s third-party provider for the Solutions described herein, Drawbridge utilizing Client’s name on its client list, and/or mutually agreed-upon and approved public releases, the Parties agree that neither Party will at any time directly or indirectly:
i.     make any public comments about (including, without limitation, by way of news interviews or the expression of personal views, opinions or judgments to the media) the other Party or its affiliates, officers, members, employees, consultants, managers, directors, agents, or representatives; or
ii.     disparage, criticize, ridicule or make any negative comments about the other Party to any entity with whom the other Party has or may have a business or personal relationship, including any current, former or prospective client, investor or employee.

9. Warranties; Disclaimer.
9.1 WARRANTY. Drawbridge warrants during the Term that (i) the Solutions shall substantially perform as described in the Documentation, and (ii) the Solutions do not infringe any intellectual property right having effect in the United States (provided that this obligation does not apply with respect to the Solutions, or components thereof, that are: (a) not provided by Drawbridge; (b) combined with other products, processes or materials that are not reasonably contemplated by the Documentation where the alleged infringement relates to such combination; (c) modified other than with Drawbridge’s express written consent; (d) used after Drawbridge’s notice to Client of such activity’s alleged or actual infringement; or (e) not used by Client in strict accordance with this Agreement or the Documentation). IN THE EVENT OF ANY BREACH OF THIS PARAGRAPH, DRAWBRIDGE SHALL, AS ITS SOLE LIABILITY AND CLIENT’S SOLE REMEDY, REPAIR OR REPLACE THE SOLUTIONS THAT ARE SUBJECT TO THE WARRANTY CLAIM AT NO COST TO CLIENT OR IF DRAWBRIDGE IS UNABLE TO REPAIR OR REPLACE, THEN DRAWBRIDGE WILL REFUND, PRO RATA, ANY PRE-PAID FEES FOR SUCH SOLUTIONS, OR PARTS THEREOF.
9.2 DISCLAIMER. EXCEPT FOR THE WARRANTIES DESCRIBED IN SECTION 9.1(i) and (ii), THE SOLUTIONS (AND, IF APPLICABLE, THE EQUIPMENT) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF TITLE. CLIENT ACKNOWLEDGES THAT DRAWBRIDGE DOES NOT WARRANT THAT: (A) THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED OR ERROR FREE; (B) THE SOLUTIONS ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE; (C) THE FEATURES OR FUNCTIONALITIES OF THE SOLUTIONS WILL BE AVAILABLE AT ANY TIME IN THE FUTURE; OR (D) THE SOLUTIONS WILL IDENTIFY OR DETECT EVERY VULNERABILITY OR SECURITY ISSUE. CLIENT IS RESPONSIBLE AND DRAWBRIDGE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT THE USE OF THE SOLUTIONS COMPLIES WITH APPLICABLE LAWS IN THE JURISDICTIONS IN WHICH CLIENT MAY DEPLOY AND USE THE SOLUTIONS.
9.3 THIRD-PARTY PRODUCTS. A Third-Party Product (as defined below) may carry a limited warranty from its third-party publisher, provider, or original manufacturer. To the extent required or allowed, Drawbridge will, if permitted, pass through to Client or directly manage for the Client’s benefit any such warranties related to the use of the Third-Party Product. “Third-Party Product” means any non-Drawbridge-branded products and services (including Equipment, and any operating system software included therein) and non-Drawbridge-licensed software products.

10. Limitation of Liability
IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, MEMBERS, EMPLOYEES, CONSULTANTS, MANAGERS, AGENTS, DIRECTORS OR REPRESENTATIVES BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, ECONOMIC, LOST REVENUE OR PROFITS, LOSS OR CORRUPTION OF DATA, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, RELATING TO OR ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT WILL EITHER PARTY’S LIABILITY RELATING TO OR ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM; PROVIDED THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, OR IN THE EVENT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

11. Indemnification.
11.1 By Client. Subject to the limitations in Section 10 above, Client will indemnify, defend and hold harmless Drawbridge, its affiliates, officers, members, employees, consultants, managers, directors, agents and representatives, from and against any and all third-party claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) relating to or arising out of the acts or omissions of Client, including its breach of this Agreement.
11.2 By Drawbridge. Subject to the limitations in Section 10 above, Drawbridge will indemnify, defend and hold harmless Client, its affiliates, officers, members, employees, consultants, managers, directors, agents and representatives, from and against any and all third-party claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) relating to or arising out the acts or omissions of Drawbridge, including its breach of this Agreement, or of a breach by Drawbridge of a warranty claim under Section 9.1(i) and (ii). The indemnification obligations set forth in this paragraph are Drawbridge’s sole and exclusive obligations and Client’s sole and exclusive remedies with respect to infringement or misappropriation of third-party intellectual property rights of any kind.

12. Privacy; Personal Information. Confidential Information and Client Data may include information that identifies, relates to, describes, is reasonably capable of being associated with or linked to a particular individual, whether directly or indirectly (“Personal Information”). Client is responsible for the lawfulness of any such Personal Information and the receipt, use and processing of it under the Agreement. Client represents and warrants that, where it provides Personal Information to Drawbridge or requests Drawbridge collect or process such information, it (1) has complied with any applicable laws relating to the collection or provision of such information, (2) possesses any consents, authorizations, rights and authority, and has given all required notices to individual data subjects as are required to transfer or permit Drawbridge to collect, receive or access any Personal Information for the Solutions, and (3) to the extent required by applicable law, informed the individuals of the possibility of Drawbridge processing their Personal Information on Client’s behalf and in accordance with its instructions.

13. Non-Solicitation. During the Term and for a period of one (1) year immediately following the termination of this Agreement, neither Party will, directly or indirectly, solicit, hire for employment, or work with on a part-time, consulting, advising, or any other basis, any employee or independent contractor of the other who was directly involved in the activities under this Agreement unless written consent is provided. The prohibitions in this paragraph shall not apply to persons hired as a result of their response to general advertisements.

14. Client Portfolio Companies. Upon the mutual agreement of Client and Drawbridge during the Term, Client may cause one or more portfolio companies under its control to subscribe to Solutions under the same terms and conditions as provided under this Agreement by executing a Drawbridge Solutions Order Form/ Quote-Portfolio Company (“PC Agreement”). Client shall pay the applicable fees under the PC Agreement; provided that a breach by Client or Portfolio Company under the PC Agreement shall be deemed a breach under this Agreement.

15. Governing Law; Dispute Resolution. This Agreement will be governed by, construed, and interpreted in accordance with the laws of the State of Delaware, excluding any conflicts-of-law rule or law which might refer such construction and interpretation to the laws of another state, republic, or country. In the event that a dispute arises, the Parties shall first make all reasonable efforts to resolve it, first at the working level and then by the respective executives of the Parties. If the Parties are still unsuccessful in resolving the matter, each Party shall have the right to pursue any remedies available to it under law or equity. Nothing shall preclude either Party from seeking equitable relief at any time to protect itself against further damages. The exclusive forum for any disputes shall be any court located in the Borough of Manhattan, New York City, NY. The Parties expressly waive (i) any objection as to the venue of any claim or dispute brought in such a court or that such court is an inconvenient forum; and (ii) a jury trial. The prevailing Party of any judgment in any legal or equitable proceeding that is brought in connection with this Agreement will be entitled to recover from the other Party all out-of-pocket costs and expenses actually incurred and reasonable attorneys’ fees.

16. Notices.
Any notice required or permitted under this Agreement shall be in writing and will be delivered by U.S. Mail, established commercial courier, or hand delivered. Notice will be sent to the Parties at the addresses set forth in the Order Form or at the address later supplied by the Parties to one another in writing. Notice will be deemed to be made when delivered to such address.

17. Compliance with Laws.
Each Party shall comply with all laws and regulations applicable to their respective activities under this Agreement, including but not limited to those that pertain to their respective roles in the industry in which they operate, all applicable import and export laws and regulations, the Anti-Corruption and Bribery Act, all economic sanctions, embargos, or other trade prohibitions or restriction, as well as all applicable federal, state, local, and, as applicable, international laws and regulations that pertain to its use, transmission, processing, and storage of Personal Information hereunder. Each Party represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. Client will not submit to Drawbridge, directly or through the Solutions, any information that is controlled under the U.S. International Traffic in Arms Regulations. Drawbridge reserves the right to suspend use of the Solutions if it reasonably believes that Client may be in violation of any representation or warranty in this Section.

18. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations caused by or resulting from acts or events outside of its reasonable control, including but not limited to, severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic or pandemic, acts of terrorism, biological warfare, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labor unrest, civil disturbance, sabotage, or expropriation by governmental authorities (any, a “Force Majeure Event”). The Party experiencing a Force Majeure Event will provide prompt notice to the other Party. A force majeure event affecting Client shall not excuse it from its obligations to pay invoices when due, nor shall Client pay for Solutions not provided to it due to a Force Majeure Event affecting Drawbridge.

19. Miscellaneous.
19.1 No Joint Entity Formed. This Agreement does not establish an agency, partnership, joint venture, employment, or franchise between Drawbridge and Client. Drawbridge and Client are each solely responsible for their own business activities, recordkeeping and reporting, debts or expenses incurred, employees’ acts or omissions and employment matters, legal liabilities, and occupational and other taxes.
19.2 Parties Bound. This Agreement shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.
19.3 Assignment. Neither Party may assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to any of its affiliates or to any successor to all or substantially all of its business or operations without such consent.
19.4 Survival of Obligations. The Parties’ rights and obligations whose nature is such that they should reasonably continue beyond the termination of the Agreement shall survive the termination of the Agreement.
19.5 No Third-Party Beneficiaries. Nothing in this Agreement shall be construed to give any person or entity other than the Parties under this Agreement any legal or equitable claim, right or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the Parties under this Agreement.
19.6 Severability. In the event that any provision or provisions of this Agreement to any particular facts of circumstances are held by any court of competent jurisdiction to be invalid or unenforceable in whole or in part, then (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby; and (ii) such provision or provisions will be reformed without further action by the Parties under this Agreement and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
19.7 Waiver. Either Party’s failure to enforce any provision of this Agreement against the other Party shall not be construed as a waiver thereof so as to excuse the other Party from future performance of that provision or any other provision.
19.8 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
19.9 Titles/Headings. Titles and headings are for convenience only and have no legal effect.
19.10 Interpretation. If an ambiguity or question of intent or interpretation arises, no presumption or burden of proof will arise favoring or disfavoring the Parties by virtue of the authorship of any provisions of this Agreement.
19.11 Modifications. Any modifications to this Agreement, or additional obligation assumed by the Parties in connection with this Agreement, will only be binding if set forth in a written amendment or addendum signed by both Parties.
19.12 Entire Agreement. This Agreement contains the entire and complete understanding between the Parties concerning the subject matter addressed under this Agreement. This Agreement supersedes and replaces any prior understandings, or written or oral agreements, between the Parties with respect to the subject matter described in this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the Parties, relating to the subject matter of this Agreement, that are not fully expressed in this Agreement. if Client submits a purchase order or any other written instructions that contain any terms or conditions, such order or other instructions shall be considered as a confirmation only and the terms and conditions shall in no way amend, prevail over, supplement or supersede any term or condition hereof.