GOODTIME MASTER SERVICE AGREEMENT

This GoodTime Master Service Agreement (“GoodTime MSA”) are between Etch Mobile, Inc. dba GoodTime (“GoodTime”) and the customer entity that has purchased a subscription to the GoodTime Service (“Customer” or “you”).  The “Effective Date” of this GoodTime MSA is the date which is the earlier of (a) Customer’s initial access to the GoodTime Service through any online provisioning, registration or order process or (b) the start date of the first Ordering Document with respect to this GoodTime MSA. We may revise and update this GoodTime MSA from time to time. All changes are effective within 30 days after we post them, and will apply to all access to and use of the GoodTime Services thereafter.  The parties may enter into order forms, work orders or statements of work referencing this GoodTime MSA which set forth the Goodtime Services to be provided, the fees payable by Customer and other related terms and conditions (each an “Ordering Document”).  Each Ordering Document is incorporated by reference into this GoodTime MSA. The “Agreement” means, collectively, this GoodTime MSA, all Ordering Documents, and all documents incorporated by reference herein. This Agreement governs your access to and use of the GoodTime Services.

1. GOODTIME SERVICES
   1. Access to GoodTime Service. GoodTime provides a cloud-based recruitment scheduling platform service, including the applicable features in the Ordering Document (the “GoodTime Service”). Subject to the terms and conditions of the Agreement (including Customer’s payment of all fees owed), GoodTime grants to Customer a non-exclusive, non- transferable, non-sublicensable, revocable, limited, worldwide right during the applicable Subscription Term to access and use the GoodTime Service and Documentation through the Permitted Users solely for Customer’s internal business purposes. During the applicable Subscription Term, Provider will provide the applicable support and service levels set forth in Appendix A. Customer acknowledges that in order to use the Goodtime Service: (a) Customer must independently have or must independently obtain Internet access, either directly or through devices that access Web-based content, as well as browser software that supports protocols used by GoodTime; and (b) Customer must follow logon procedures for the services that support such protocols. “Documentation” means GoodTime’s supporting technical documentation for access to and use of the GoodTime Service. GoodTime may make changes to the GoodTime Service that will not result in a material reduction in the level of functionality, performance, availability or security of the GoodTime Service provided to Customer. Customer agrees that Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by GoodTime regarding future functionality or features of the GoodTime Services
   2. Permitted Users. Use of and access to the GoodTime Service is permitted only by the number of interviewers or other administrative users (including recruiting coordinators) specified in the applicable Ordering Document (“Permitted Users”). Customer is responsible for and liable to GoodTime for any and all actions and omissions of its Permitted Users or by anyone using Customer’s accounts and passwords, including any breach of this Agreement caused by any Permitted User or such user of Customer’s accounts. Each Permitted User will be assigned to an account in connection with their use of the GoodTime Service. Customer will not allow Permitted Users to transfer or share their account information
   3. Customer Responsibilities. Customer shall (a) ensure that the transfer and processing of Customer Data under this Agreement is lawful, (b) be responsible for maintaining the confidentiality of Customer’s access information, including user names and passwords, and (c) notify GoodTime promptly of any unauthorized use of any password or account or any other known or suspected breach of security.
   4. Restrictions. Customer shall not and shall cause its Permitted Users not to: (a) rent, lease, copy, sell, transfer, assign, distribute, provide access to, sublicense or otherwise exploit commercially the GoodTime Service or any feature or function of the GoodTime Service, (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or APIs to the GoodTime Service, (c) modify the GoodTime Service or any Documentation, or create any derivative work from or based on any of the foregoing, (d) remove or obscure any product identification, proprietary, copyright or other notices contained in the GoodTime Service (including any reports or data printed via the use of the GoodTime Service), (e) except as expressly approved by GoodTime in an Ordering Document, incorporate the GoodTime Service into any other offering (whether software as a service or otherwise), (f) access or use the GoodTime Service for any benchmarking or competitive purpose or to develop a competing product, (g) interfere with or disrupt the integrity or performance of the Goodtime Service or the data contained therein; (h) attempt to gain unauthorized access to the Goodtime Service or its related systems or networks; or (i) in connection with its use the Goodtime Services: (A) send unsolicited or unlawful messages or engage in phishing activities; (B) send or store infringing, obscene, threatening, discriminatory, violate, hate-related, harmful, libelous, or otherwise unlawful material, including material that is harmful to children, violative of privacy or intellectual property rights or applicable laws, or material that advocates racial or ethnic intolerance; (C) send or store material containing malicious code such as viruses, worms, time bombs, Trojan horses or other harmful computer code, files, scripts, or agents or other material that advocates or advances computer hacking or cracking; or (D) engage in activity that violates or encourages conduct that would violate any applicable laws, or any third-party rights. GoodTime may suspend the GoodTime Services in the event that Customer is in material breach of any of the foregoing. 
   5. Non-GoodTime Applications. “Non-Goodtime Application” means a web-based, mobile or offline software application, product or service that is provided by Customer or a third party and interoperates with the GoodTime Service, including, for example, an application that is developed by or for Customer, or a third party service that Customer may have access to, subscribe to, or obtain a license to. If Customer installs or enables a Non-GoodTime Application for use with the GoodTime Service, Customer grants GoodTime permission to allow the provider of that Non-GoodTime Application to link to and access Customer Data as required for the interoperation of that Non-GoodTime Application with the GoodTime Service. GoodTime is not responsible for any disclosure, modification, transmission or deletion of Customer Data resulting from access by a Non-GoodTime Application. GoodTime does not warrant or support Non-GoodTime Applications or other products or services used by Customer in connection with the GoodTime Services, whether or not they are designated by GoodTime as “certified”, nor can GoodTime guarantee that the GoodTime Services will function or integrate with Non-GoodTime Applications or other products or services used by Customer.
   6. Removal of Material and Non-GoodTime Application. GoodTime is not required to monitor the material used by Customer via the GoodTime Services or the use of any Non-GoodTime Application. Notwithstanding, in the event that GoodTime discovers that any material used by Customer via the GoodTime Services or the use of any Non-GoodTime Application violates this Agreement, Goodtime may disable and/or remove such material or Non-GoodTime Application and will notify Customer of the same.
2. OWNERSHIP & LICENSES
   1. Customer Data.  “Customer Data” means electronic information and messages submitted and calendar event information made accessible, in each case, directly or indirectly by Customer or its Permitted Users via the Goodtime Service. Customer Data does not include Aggregated Anonymous Data. Customer retains all right, title and interest (including any and all intellectual property rights) in and to the Customer Data.
   2. Customer Licenses. Customer hereby grants to GoodTime a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, distribute, modify, perform and display, the Customer Data and to access all calendars of Customer’s personnel solely to the extent necessary to provide the GoodTime Service and to comply with applicable laws.
   3. GoodTime Property. GoodTime or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to GoodTime Service, the Documentation, any other GoodTime deliverables and material and any and all related and underlying software, databases, Aggregated Anonymous Data, technology, reports and documentation and all copies, modifications and derivative works thereof (including any changes which incorporate any Feedback) (collectively, “GoodTime Property”).
   4. Aggregated Anonymous Data. GoodTime may aggregate Customer usage data and metadata in connection with Customer’s access to and use of the GoodTime Services so that the results are anonymous and de-identified such that Customer and Permitted Users and Customer’s candidates are not identifiable (“Aggregated Anonymous Data”). Customer acknowledges and agrees that the Aggregated Anonymous Data is deemed GoodTime Property.
   5. Feedback. Customer may submit comments, suggestions, requests, recommendations, questions, corrections, ideas, descriptions of processes, or other feedback to GoodTime relating to the GoodTime Service (“Feedback”). Customer hereby grants to GoodTime a worldwide, perpetual, irrevocable, royalty-free, fully-paid up, non-exclusive, transferable, sublicensable right and license to use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, provided Customer shall not be identified in connection with any such Feedback.
3. FEES & PAYMENT
   1. Fees and Payment. All fees are as set forth in the Ordering Document and shall be paid by Customer in US dollars and within 30 days of receipt, unless a different payment term is set forth in the Ordering Document. Payments are non-refundable unless explicitly set forth in this GoodTime MSA. If an Ordering Document specifies any fees for exceeding usage limits or any tiered fees or other additional fees for the applicable GoodTime Service, GoodTime will charge for, and Customer agrees to pay the same. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, GoodTime will invoice Customer for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax. Customer will make all payments free and clear of, and without deduction or reduction for, any withholding or other taxes; any such taxes imposed on payments by Customer hereunder will be Customer’s sole responsibility. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. If Customer believes that GoodTime has billed Customer incorrectly, Customer must contact GoodTime no later than 15 days after receipt of the invoice and failure to do so will result in Customer being deemed to have accepted the invoice. Starting on the 1-year anniversary of the effective date of the applicable Ordering Document and each 1-year anniversary thereafter, Customer shall provide GoodTime with its then-current employee count (as defined in the Ordering Document) and GoodTime will place Customer in the applicable pricing tier for the remainder of the contract.
   2. Suspension of Services. If Customer’s account is 15 days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), GoodTime reserves the right to suspend Customer’s access to GoodTime Service without liability to Customer until such amounts are paid in full. 
4. TERMS & TERMINATION
   1. Subscription Term.  This GoodTime MSA continues as long as an Ordering Document is in effect. The initial subscription term for the GoodTime Service begins on the effective date of the applicable Ordering Document and continues for an initial set term stated in such Ordering Document (“Initial Subscription Term”). At the end of the Initial Subscription Term, the subscription term for the GoodTime Service will automatically renew for successive 12 months terms, unless a longer renewal term is set forth in the Ordering Document (each, a “Renewal Subscription Term”), except if Goodtime or Customer provides written notice of its intent not to renew no later than ninety (90) days prior to the renewal date of the then-current term. The Initial Subscription Term and all Renewal Subscription Terms are collectively referred to as the “Subscription Term.” Any renewals will be at GoodTime’s then-current rates.
   2. Termination for Cause. Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within 60 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not  dismissed within 60 days thereafter).  In the event Customer terminates for cause under this sub-Section, Customer shall be entitled to a refund of prepaid fees pro-rated for the remaining Subscription Term after the termination date for GoodTime Services not performed.
   3. Effect of Termination. Upon any termination or expiration of this Agreement, (a) each party will promptly cease use of and return or destroy, the other party’s Confidential Information, (b) all unpaid fees will become immediately due and payable, and (c) Customer shall immediately cease any and all use of and access to the GoodTime Service and delete (or, at GoodTime’s request, return) any and all copies of the GoodTime Property, and all GoodTime passwords or access codes.
   4. Return of Customer Data. Upon request by Customer made within 30 days after the effective date of termination or expiration of an Ordering Document, GoodTime will make the Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, GoodTime will have no obligation to maintain or provide Customer Data and Customer will delete such Customer Data, unless prohibited or required to be retained by appliable law.
   5. Survival. The following Sections shall survive any expiration or termination of this Agreement: 2.1, 2.3, 2.4, 2.5 (Ownership and Licenses), 3 (Fees and Payment), 4.3 (Effect of Termination), 4.4 (Return of Customer Data), 4.5 (Survival), 5 (Representations and Warranties) 6 (Limitation of Liability), 7 (Indemnification), 8 (Confidential Information), and 11 (General Terms)
5. REPRESENTATIONS & WARRANTIES
   1. Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as an entity under the laws of the jurisdiction of its organization; and (b) it has the right, power and authority to enter into this Agreement and to perform its obligations and grant the rights and licenses under this Agreement.
   2. Customer Representations and Warranties. Customer represents and warrants to GoodTime that (a) Customer has all rights and consents (including as required by applicable law or regulation) necessary for GoodTime to use the Customer Data in accordance with this Agreement, including for sending communications (e.g., email and text) to interviewers, interviewees and users of the GoodTime Service, and (b) GoodTime’ use of the Customer Data in accordance with this Agreement will not violate applicable law or regulation or infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party, including any interviewer, interviewee or user of the GoodTime Service
   3. Goodtime Representations and Warranties. GoodTime represents and warrants to Customer that the GoodTime Service will operate in substantial conformity with the applicable Documentation. The representation and warranty in this sub-section shall not apply to the extent the breach arises from: (i) any access to the GoodTime Service at no charge or on an evaluation basis; (ii) Customer’s or any Permitted User’s use of the GoodTime Service other than as permitted under this Agreement; (iii) the combination of the GoodTime Service with any Customer Data or Customer’s, any Permitted User’s or any third party’s products, services, hardware, data, content, or business process(s) other than as permitted under this Agreement; or (iv) the modification of any of the Goodtime Services by any party other than GoodTime or GoodTime’s agents.  CUSTOMER’S EXCLUSIVE REMEDY AND GOODTIME’S SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY FOR A BREACH OF THE REPRESENTATION AND WARRANTY IN THIS SECTION IS TO FIX THE NON-CONFORMITY.
   4. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION, THE GOODTIME SERVICES AND ALL OTHER SERVICES ARE PROVIDED “AS IS”. NEITHER GOODTIME NOR ANY OF ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. GOODTIME SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF GOODTIME. NOTHING IN THIS SECTION EXCLUDES OR LIMITS MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
   5. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO THE EXCLUSIONS: (A) NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY (WHETHER UNDER CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT WITH RESPECT TO INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (IN EACH CASE, WHETHER OR NOT FORESEEABLE, CONTEMPLATED OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); AND (B) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY  TO THE OTHER PARTY (WHETHER UNDER CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO GOODTIME FOR THE APPLICABLE SERVICES UNDER THIS AGREEMENT IN THE FIRST 12 MONTHS AFTER THE EFFECTIVE DATE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR THE FOLLOWING (THE “EXCLUSIONS”): (A) DEATH OR PERSONAL INJURY RESULTING FROM ITS GROSS NEGLIGENCE OR THE GROSS NEGLIGENCE OF ITS PERSONNEL; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS.  THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
6. INDEMNIFICATION
   1. GoodTime Indemnification. GoodTime shall indemnify, defend, and hold harmless Customer, its Affiliates and its and their respective officers, directors, employees, contractors, agents, successors and assigns (“Customer Indemnitees”) from and against all damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) suffered by any Customer Indemnitee arising out of any third party claims (“Claims”) to the extent alleging that the GoodTime Service infringes or misappropriates any intellectual property rights of a third party. GoodTime will have no obligation to indemnify, defend or hold harmless Customer for infringement or misappropriation claims to the extent arising from: (i) Customer’s or any Permitted User’s use of the Goodtime Service other than as permitted under this Agreement; (ii) the combination of the GoodTime Service with any Customer Data or Customer’s, any Permitted User’s or any third party’s products, services, hardware, data, content, or business process(s) other than as permitted under this Agreement; or (iii) the modification of any of the GoodTime Services by any party other than GoodTime or GoodTime’s agents.  If GoodTime learns of any threat alleging that any component or feature of the GoodTime Services violates a third party’s intellectual property rights, GoodTime may, in its discretion and at no cost to Customer, subject to the exclusions in clauses (i) through (iii) above, (i) modify the GoodTime Service so that it no longer infringes or misappropriates the third party’s rights, (ii) obtain a license for Customer’s continued use of that GoodTime Service in accordance with this Agreement, or (iii) terminate Customer’s access to that GoodTime Service upon thirty (30) days’ written notice and refund to Customer any prepaid fees covering the remainder of the Subscription Term.  THE FOREGOING IS GOODTIME’S SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY FOR THE THIRD PARTY CLAIMS DESCRIBED IN THIS SECTION. “Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under common control with a party, and for this purpose, “control,” “controlling” and “controlled by” shall mean: (i) the ownership and control of more than fifty percent (50%) of the outstanding voting or economic interest in capital or profits of any person or entity, or (ii) the right to direct or control the management or affairs of any person or entity by contract or similar arrangement.
   2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless GoodTime, its Affiliates and its and their respective officers, directors, employees, contractors, agents, successors and assigns (“GoodTime Indemnitees”) from and against all Losses suffered by any GoodTime Indemnitee arising out of any Claims to the extent alleging that (i) the submission, provision or use of any Customer Data to or through the GoodTime Service by GoodTime in accordance with this Agreement or any Ordering Document infringes or misappropriates such third party’s intellectual property or privacy rights or violates applicable laws or (ii) legally required disclosures were not provided to or lawful bases (including consent) were not obtained from individuals.
   3. Procedures. The obligations of each indemnifying party are conditioned upon receiving from the indemnified party: (i) prompt written notice of the claim (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim (subject to the indemnified party’s approval, not to be unreasonably withheld); and (iii) all reasonable necessary cooperation of the indemnified party, at indemnifying party’s expense
7. CONFIDENTIAL INFORMATION. Each party (as “Receiving Party”) may receive Confidential Information from the disclosing party (“Disclosing Party”).  “Confidential Information” means all information that is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed or the circumstances surrounding the disclosure, including the Disclosing Party’s technology, software, specifications, documentation, trade secrets, know-how, business operations, plans, strategies, suppliers and customers. The GoodTime Property and Documentation and the terms and conditions of this Agreement shall be deemed Confidential Information of GoodTime without any marking or further designation. Customer Data shall be deemed Customer’s Confidential Information without any marking or further designation. Except to exercise its rights or perform its obligations under this Agreement, the Receiving Party will hold in confidence and not use any Confidential Information and will not disclose any Confidential Information except to its directors, shareholders, officers, employees, contractors, agents, Affiliates, attorneys, accountants and representatives on a need to know basis who are bound by comparable obligations of confidentiality. The Receiving Party’s obligations in this Section shall not apply to information which  the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information from the Disclosing Party; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation, law or order and with advance notice to the Disclosing Party. The Receiving Party acknowledges that a breach of this Section could cause irreparable harm for which damages alone would not be a sufficient remedy, and therefore upon such event the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to such other remedies it might have at law.
8. PERSONAL DATA SECURITY AND PROCESSING.  GoodTime will maintain reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer Personal Data. “Customer Personal Data” means the Customer Data that is deemed personal information or personal data under applicable data protection laws. Those safeguards will include, but will not be limited to, reasonable measures for preventing access to, use, modification or disclosure of Customer Personal Data by GoodTime personnel except (a) to provide the GoodTime Service and prevent or address service or technical problems, (b) as compelled by law, or (c) as Customer expressly permits in writing.  With respect to Customer’s users protected under the CCPA, GoodTime shall not (i) sell the personal information of such consumers, or (ii) retain, use or disclose such personal information (X) for any purpose other than for the specific purpose of performing the GoodTime Services specified in this Agreement or for a commercial purpose other than providing the GoodTime Services specified in this Agreement, or (Y) outside of the direct business relationship between GoodTime and Customer. GoodTime certifies that it understands and will comply with the restrictions in the previous sentence. “CCPA” means the California Consumer Privacy Act of 2018, as amended, and any regulations promulgated thereunder, in each case, as amended from time to time. To the extent applicable, each of Customer and GoodTime agree to comply with GoodTime’s data processing addendum accessible here.
9. PROFESSIONAL SERVICES. Customer shall elect in the Ordering Document to (a) have GoodTime, through its subcontractors, provide the implementation services or (b) engage a third party directly to provide the implementation services. In the event that Customer elects to have GoodTime provide the implementation services through its subcontractors (the “Professional Services”), GoodTime will pass through its subcontractors’ fees to Customer and Customer shall reimburse GoodTime within 30 days after receipt of an invoice for such subcontractors’ fees. The parties acknowledge that the scope of the Professional Services provided hereunder consists solely of either or both of: (a) assistance with setup, configuration, deployment, and/or optimization of the GoodTime Service including installation services, and (b) customizations to the GoodTime Service.  Customer shall have a license to use any deliverables (including any documentation or other work product) delivered as part of the Professional Services (“Deliverables”) solely in connection with Customer’s permitted use of the GoodTime Service during the Subscription Term, and subject to any additional terms and conditions provided with the Deliverables. Customer will reimburse GoodTime for reasonable travel and lodging expenses as incurred.
10. GENERAL TERMS
    1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the written consent of the other party, except that (a) either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities and (b) GoodTime may assign this Agreement to any direct or indirect parent, subsidiary or Affiliate. For any assignment by Customer as permitted in the previous sentence: (i) the assignee must not be a direct competitor of GoodTime; (ii) Customer must provide prompt written notice of the assignment to GoodTime; and (iii) the assignee must be capable of fully performing Customer’s obligations under this Agreement and must agree to be bound by the terms and conditions of this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
    2. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
    3. Governing Law; Jurisdiction and Venue.   This Agreement is governed by California law, without regard to conflicts of law provisions.  Neither the U.N. Convention of Contracts for the International Sale of Goods nor UCITA will apply.  Any dispute arising out of or relating to this Agreement shall be brought in state or federal court in San Francisco County, California. Each party hereby consents to the exclusive jurisdiction of such courts.
    4. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
    5. GoodTime’s Customer List. Unless logo and publicity rights are set forth in the Ordering Document, GoodTime will not make any publicity statements or use Customer’s logo for any marketing purposes without Customer’s prior written approval.
    6. Notice. All notices to GoodTime shall be sent via email (with confirmation of receipt) to farhan (at) goodtime.io. All legal process notices to GoodTime shall be sent to GoodTime c/o The Company Corporation, 251 Little Falls Drive, Wilmington, DE 19808. Except as set forth herein, all notices to Customer shall be sent via pre-paid first class certified mail, overnight courier or email (with confirmation of receipt) to the address set forth in the Ordering Document or email address on record in the GoodTime account information. Each party may update its contact information upon written notice. GoodTime may give notices applicable to GoodTime Services updates by means of a general notice on the GoodTime portal.
    7. Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
    8. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events beyond the reasonable control of such party, including, acts of God, fire, flood, hurricane or other natural catastrophe, terrorist actions, war, global pandemic, labor strike, action of governmental authorities, or failure or diminishment of power, telecommunications, Internet or data networks or services (each a “Force Majeure Event”).
    9. Third-Party Beneficiaries. No third party is intended to be a beneficiary of this Agreement entitled to enforce its terms directly.
    10. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
    11. Export Compliance.  The Goodtime Services may be subject to U.S. and foreign export and import restrictions.  Customer will not and will not allow any export or re-export of any part of the GoodTime Services, or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations.  Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.
    12. Entire Agreement. This Agreement is the final and exclusive agreement between the parties regarding the subject matter of this Agreement and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement. Any conflict between this GoodTime MSA, any appendix hereto, and any Ordering Document, will be resolved in the following order: (a) the Ordering Document, (b) the appendix; and (c) this GoodTime MSA.  No provision of any purchase order or other business form used by Customer, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.