This agreement for Workforce Management Services (“WFM“) is entered into by the Vensure entity, with its principal place of business located at 1475 South Price Road, Chandler, Arizona 85286 (“VES”) and (“Client”). By signing, Client is engaging VES to provide access to the time and labor solution (“WFM Service”). Client explicitly represents that: it has read and understands the entire WFM Agreement, including all terms and conditions set forth in the Exhibits and referenced documents; that it has the authority to execute this WFM Agreement; that it will dutifully comply with all stated Client Responsibilities; and that it understands the pricing and fees due to VES under this WFM Agreement.

1.0 Services

Subject to the terms and conditions set forth herein, during the term of this Agreement, VES shall provide the Services to Client. In connection with the Services, during the term of this Agreement, VES grants to Client a limited, revokable, non-transferable, non-exclusive right and subscription license to access and use VES’S web and mobile applications (collectively the “Applications”) only for Client’s internal business purposes of processing, storing, and maintaining Client’s data. Client agrees to access and use the Services, Applications, and the products only in accordance with the terms, requirements, and restrictions set forth herein and in compliance with any and all written instructions, policies, or guidelines established by VES (including, without limitation, the VES Website Terms of Use located at https://namely.com/tos and https://namely.com/legal/; the VES SaaS End User Access and Use Agreement made available through the VES web application; the VES Application End User License Agreements made available through the VES mobile applications; and the Privacy Policy and the Fingerscan and Facial Scan Policy and Release located at https://namely.com/privacy/ (together with this Agreement, collectively, the “Requirements and Restrictions”). Client is solely responsible for (a) ensuring that all Users (as defined below) fully comply with all of the Requirements and Restrictions; (b) ensuring that the use of the Services, Applications, and Products by each User complies with all applicable laws, rules, and regulations in the relevant jurisdiction(s) (including, but not limited to, data protection laws, rules, and regulations and privacy laws, rules, and regulations); (c) maintaining the confidentiality of the account and password for Client and each User and restricting access to its computer systems; (d) ensuring that each User is authorized to use such account; and (e) ensuring that each individual who provides instructions and communications to VES on behalf of Client is authorized to provide such instructions and communications. For purposes of this Agreement, the term “Users” means and includes all of Client’s employees, agents, contractors, personnel, and representatives who access or use any of the Services, Applications, or products.

2.0 VES Propietary Intellectual Property.

All software and products provided by VES under this WFM Agreement, as selected by Client on the signature page hereof, are provided pursuant to the license terms set forerth herein. VES owns, licenses and/or operates a time and labor solution for the collection, storage and management of personnel time reporting data (“Licensed Service”). The WFM Service and the Licensed Service are intellectual property owned, developed and/or licensed by VES.

3.0 License.

3.1 License Grant.

Subject to the terms herein, VES hereby grants Client a temporary, revocable, non-exclusive, non-transferable, non-sub licensable, royalty-free license to use WFM Service components for its internal business purposes and as contemplated by this WFM Agreement.

3.2 License Restrictions.

Client will not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the WFM Service available to any third party, without the expressed prior written consent of VES. Client will not disassemble, reverse engineer, decompile, modify, copy or create derivative works based on, or otherwise manipulate or divert the WFM Services.

3.3 Reservation of Rights.

VES’s Licensed Service utilizes (i) various Internet domain names, logos and product and service names, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “VES Technology”), which VES Technology is covered by intellectual property rights owned or licensed by VES (collectively, “VES IP Rights”). Other than as expressly set forth in this WFM Agreement, no license or other rights in or to the VES Technology or VES IP Rights are granted to Client, and all such licenses and rights are hereby expressly reserved.

3.4 Suggestions.

In the course of using the WFM Service, Client may provide VES with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the operation of the Service including within the context of Customizations (collectively, “Suggestions”). VES solely owns all Suggestions and Client hereby assigns all of his/her right, title and interest in and to such Suggestions to VES.

4.0 Client's Duties and Responsibilities.

4.1 Client shall (i) be responsible for each of Client’s users’ compliance with this WFM Agreement, (ii) cooperate with VES and provide VES such assistance as VES may reasonably request in relation to the transfer of Client’s data to the WFM Platform and/or Services, (iii) provide VES timely, accurate and complete information necessary for the implementation of Client’s data with the WFM Platform and/or Services, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the WFM Platform and/or Services, and notify VES promptly of any such unauthorized access or use, and (v) use the VES Platform and/or Services only in accordance with any VES user guide for the WFM Platform and/or Services and applicable laws and government regulations. Client shall not (i) make the WFM Platform and/or Services available to anyone other than authorized users and/or allow the WFM Platform and/or Services to be utilized outside of license set forth hereunder, (ii) use the WFM Platform and/or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iii) use the WFM Platform and/or Services to store or transmit malicious code, (iv) interfere with or disrupt the integrity or performance of the WFM Platform and/or Services or third-party data contained therein, or (v) attempt to gain unauthorized access to the WFM Platform and/or Services or its related systems and/or networks. In addition to the foregoing, Client agree that (i) access to or use of the WFM Platform and/or Services by any Client user is subject to the terms and conditions of this WFM Agreement, including, without limitation, the restrictions set forth hereunder, (ii) any claim, demand or right of action arising from an Client user’s use of the WFM Platform and/or Services shall be brought against Client and not VES and (iii) Client will remain directly liable and responsible to VES and its licensors for any violation by Client and/or Client’s users of this WFM Agreement, and Client shall indemnify and hold harmless VES and its licensors and their respective, parents, affiliates, officers, directors, employees and agents, from and against any and all claims, demands, costs and liabilities (including all reasonable attorneys’ fees) arising out of or related to any representation, action or omission by any Client user inconsistent with the terms and conditions of this WFM Agreement.

4.2 Client acknowledges and agrees the WFM Services provided under this WFM Agreement are not intended to be and will not be relied upon by Client as either legal, financial, insurance, labor compliance or tax advice. To the extent Client requires any such advice, Client represents that it will seek such advice from qualified legal, financial, insurance, accounting or other professionals.

4.3 Client will, at all times, remain solely liable for: (i) any fees, penalties, expense or costs of any kind resulting from erroneous data input into the WFM Service; (ii) failure to obtain any legally required consent or permission from Client employees, contractors, subcontractors or agents; or (iii) from unauthorized use of the WFM Service by Client employees, contractors, subcontractors, or agents working on behalf of the Client. Client will at all times during the term of this Agreement: (i) set up, maintain, and operate in good repair all of Client’s information technology infrastructure (including, without limitation, computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services) (collectively, the “Client Systems”); (ii) provide VES personnel with such access to Client’s premises and Client Systems as is necessary or convenient for VES to provide the Services; and (iii) provide all cooperation and assistance as VES may reasonably request to enable VES to exercise its rights and perform its obligations under and in connection with this Agreement.

4.4 Client will adopt, publish, and comply with Client’s privacy policy and ensure that such privacy policy is compliant with the all federal and state privacy laws concerning the regulation of the collection, processing, data security, and trans-border data flows, use of web-site cookies, email communications, use of IP addresses, meta-data collection, biometric data, and personal data (“Privacy Laws”) applicable to the Client’s use of the WFM Services and how Client collects, uses and discloses personal data to third parties, such as VES (though, for the avoidance of doubt, VES need not be specifically named in Client’s policy(ies)). Client’s privacy policy must be sufficient to inform an individual who uses the WFM Services and/or about which information is collected or generated as a part of the WFM Services ( the “Data Subject”) of the information collected by VES on Client’s behalf during use of the WFM Services and Client warrants and represents that VES has the right to collect and process personal data on its behalf in order to permit VES to provide the WFM Services and that such collection and processing shall not violate the rights of Data Subjects or the Privacy Laws.

4.5 Client acknowledges and agrees that VES reserves the right, in its sole discretion, to make any changes to the Services, Applications, and products that it deems necessary or useful to: (a) maintain or enhance their: (i) quality or delivery; (ii) competitive strength or market; or (iii) cost efficiency or performance; or (b) to comply with applicable law.

4.6 Client Control and Responsibility. Client has and will retain sole responsibility for: (i) all Client Data, including its content and use; (ii) the Client Systems; (iii) the security and use of Client’s and its Users’ access credentials; and (iv) all access to and use of the Services, Applications, and products directly or indirectly by or through the Client Systems or its or its Users’ access credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

5.0 Service Fees and Expenses.

5.1 Service Fees.

Client shall pay VES for the WFM Services to which Client has subscribed in accordance with VES’s pricing Attached hereto (“Service Fees”). The Service Fee shall commence as of the Service Date. VES may increase the Service Fee on an annual basis by providing a sixty (60) day written notice to Client and Exhibit A will be deemed amended accordingly.

5.2 Expenses.

In addition to the fees, Client will be responsible for and will reimburse VES for reasonable out-of-pocket travel and lodging expenses incurred by VES and/or its subcontractors during the performance of any WFM Services ordered by Client.

6.0 Payment.

6.1 Payments/Payment Date.

Payments for implementation, Customizations and/or timeclocks are due upon execution of this WFM Agreement (or separate order or Scope of Work, if applicable) and shall be paid by Client via an ACH/Direct Debit. WFM Services will be billed monthly, in advance, commencing as per the Service Date. Client shall pay all invoices for WFM Services within thirty (30) days of the invoice date via an ACH/Direct Debit. VES shall not be liable to Client for any charges incurred if Client’s ACH/Direct Debit account is canceled, replaced or under-funded. Except as otherwise set forth herein, all fees shall be non-cancelable and nonrefundable.

6.2 Taxes.

All Service Fees and other amounts payable by Client under this WFM Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Client 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 Client hereunder, other than any taxes imposed on VES’s income.

6.3 Late Payment.

If Client fails to make any payment when due then, in addition to all other remedies that may be available:

VES may charge interest on the past due amount at the rate of 1.5% per month or the maximum applicable legal rate, whichever is less, until paid;
Client shall reimburse VES for all costs incurred by VES collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and
if such failure continues for thirty (30) days following written notice thereof, VES may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Client or any other person by reason of such suspension.

6.4 No Deductions or Setoffs.

All amounts payable to VES under this WFM Agreement shall be paid by Client to VES in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

6.5 Payment Disputes.

Client waives the right to dispute any charges not disputed within twenty (20) days from the invoice date.

7.0 Term/Termination.

This WFM Agreement shall begin on the latest date this WFM Agreement is executed by the parties and continue for twelve (12) months from the Service Date (the “Initial Term”). After the Initial Term, this WFM Agreement will then automatically renew for successive fixed terms of twelve (12) months each, unless cancelled by VES or the Client upon at least ninety (90) days prior written notice to the other before the expiration of the then current Term. VES may terminate this WFM Agreement immediately upon written notice to Client if: (a) Client becomes bankrupt, makes an assignment for the benefit of its creditors, or is subject to receivership, (b) if VES in its sole discretion determines that Client has suffered a material adverse change in its financial condition or that Client is unable to pay its debts when due, (c) as a result of legislative, regulatory or judicial action, VES in its sole discretion determines that its interests are adversely affected, or (d) VES determines Client is in breach of this Agreement. Termination of this WFM Agreement shall not relieve Client of its responsibilities hereunder, including without limitation its payment obligations to VES. Should Client terminate this WFM Agreement prior to the expiration of the Initial Term or any Renewal Period, Client shall pay a Service Fee Penalty computed as follows: (a) the greater of (i) the average monthly Service Fee computed during the six (6) month period prior to the Client notice of termination or (ii) the monthly license fee listed in Exhibit A; (b) multiplied by the number of months remaining in the term; (c) multiplied by fifty percent (50%). Either party may suspend performance and/or terminate this WFM Agreement immediately upon written notice at any time if the other party is in material breach of any warranty, term, condition or covenant of this WFM Agreement and fails to cure that breach within sixty (60) days, unless such breach is due to Client’s failure to pay amounts due hereunder then time to cure such breach shall be ten (10) days, after written notice thereof.

7.1 Responsibilities Upon Termination.

Client’s license to the WFM Service terminates as of the effective date of termination or expiration of this WFM Agreement; Client agrees to cease using the WFM Service as of such date and further agrees to promptly return to VES, at Client’s expense, all VES materials, hardware and Confidential Information, including VES Intellectual Property, and any and all copies thereof in its possession. Upon any termination or expiration of this WFM Agreement, and upon VES’s receipt of all Service Fees and/or Service Fee Penalties, VES will provide such information, cooperation and assistance to Client, as Client may reasonably request, to assure an orderly return or transfer of Client data and other Confidential Information. Client agrees to compensate VES for any time spent by VES personnel for data transfer assistance at the current rate per hour and reimburse VES for any related expenditures.

8.0 Representations and Warranties.

8.1 Mutual Representatives and Warranties.

Each party represents and warrants to the other party that:

it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this WFM Agreement;
the execution of this WFM Agreement by its representative whose signature is set forth at the end of this WFM Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
when executed and delivered by both parties, this WFM Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

8.2 General Disclaimer.

Except as otherwise set forth below, VES MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES IT PERFORMS UNDER THIS WFM AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. In the event of any breach of warranty by VES, Client’s sole remedy shall be, provided it promptly notifies VES of such breach, that VES shall use reasonable efforts to correct such breach by re-performing the services in question, if practicable. While VES stands behind its services, under no circumstances will VES be liable for the negligence of any other person or entity including, but not limited to, the negligence of Client and its employees or agents, and the negligence of any person or entity which provides services in connection with this WFM Agreement.

Except as otherwise set forth herein, and except for infringement claims arising out of Client’s use of the hosted software or services as authorized hereunder, Client hereby waives any and all claims that have or may arise under this WFM Agreement with respect to any third party provider or owner of software or services for which usage is granted hereunder, and Client acknowledges that any such third party provider has no liability to Client under the terms of this WFM Agreement.

8.3 Services Warranty.

VES will use due care in delivering the WFM Services to the Client and shall be responsible for correcting errors that are caused by VES equipment, processors, or employees.

8.4 Licensed Services Warranty.

VES represents and warrants that: (i) it will provide the Licensed Service in a manner consistent with general industry standards reasonably applicable to the provision thereof, and (ii) it owns or otherwise has sufficient rights to the WFM Service and the VES Intellectual Property to grant the license granted herein.

8.5 Limitation of Liability.

(i) Exclusion of Damages.

IN NO EVENT WILL VES OR ITS SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS WFM AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(ii) Cap on Monetary Liability.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF VES AND ITS SUPPLIERS ARISING OUT OF OR RELATED TO THIS WFM AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE FEES WHICH HAVE BEEN PAID TO VES BY CLIENT WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.0 Indemnification.

9.1 Client Indemnification.

Subject to the limitations set forth herein (including the limitations set forth in Article 8), Client shall indemnify, defend, and hold harmless VES and all of VES’s owners, shareholders, members, directors, managers, officers, employees, and agents (collectively, the “VES Indemnified Parties”) from and against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, and costs (including court costs and reasonable attorneys’ fees) incurred by any of the VES Indemnified Parties arising from: (a) any breach by Client or any User of any representation, warranty, covenant, or obligation under this Agreement, any of the other Requirements and Restrictions, or any other agreement with VES; (b) any negligent, willful misconduct, or fraud by Client, any User, or any of Client’s owners, shareholders, members, directors, managers, officers, employees, or agents; (c) any actual or alleged breach or violation of any applicable law, rule, or regulation in any jurisdiction (including, but not limited to, any data protection law, rule, or regulation or privacy law, rule, or regulation) arising from or relating to the use of the Services, Applications, or products by Client, any User, or any of Client’s owners, shareholders, members, directors, managers, officers, employees, or agents; (d) the collection, storage, processing, or use of any Biometric Data or other Client Data; (e) VES’s compliance with directions or requests provided by or on behalf of Client or any User; or (f) any claim brought against VES by a User or any other person or entity who receives access to the Services or any Application or Product through Client or any User.

9.2 VES Indemnification.

Subject to the limitations set forth herein (including the limitations set forth in Article 8), VES shall indemnify, defend, and hold harmless Client and all of Client’s owners, shareholders, members, directors, managers, officers, employees, and agents (collectively, the “Client Indemnified Parties”) from and against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, and costs (including court costs and reasonable attorneys’ fees) incurred by any of the Client Indemnified Parties arising from: (a) any breach by VES of any representation, warranty, covenant, or obligation under this Agreement; or (b) any willful misconduct, gross negligence, or fraud by VES or any of its owners, shareholders, members, directors, managers, officers, employees, or agents.

10.0 Biometric Data.

If Client collects, stores, processes, or uses any biometric data of individuals including any data or information based on an individual’s retina scan, fingerprint, voiceprint, or face scan (collectively, “Biometric Data”), Client must (a) first provide advance written notice to each individual from which Biometric Data will be collected; (b) notify such individual in writing of the specific purposes and the length of time for which the Biometric Data is collected, stored, processed, and used; (c) obtain an executed written release from such individual (or his or her legal authorized representative) authorizing Client, VES, and any other relevant parties to collect, store, process, and use the Biometric Data and authorizing Client to disclose the Biometric Data to VES and any other relevant parties. Client shall not collect, store, process, or use any Biometric Data for any purpose other than employment-related purposes.

11.0 Data Security.

VES will maintain adequate security of Client information and data using commercially reasonable safeguards over the hardware, software, personnel and processes used to support the delivery of the WFM Services. Furthermore, VES will maintain commercially reasonable storage facilities and procedures to protect against the loss of Client information. Client is responsible for all security over the hardware, personnel and processes used to access the VES WFM Services. As a basis for entering into this WFM Agreement, Client acknowledges that VES (i) will perform anonymized (non-sensitive) analysis and reporting of Client and employee-level data in such a way as not to jeopardize the sensitivity or privacy of such data, and (ii) VES may freely utilize this data in its daily operations. Client hereby grants to VES a worldwide, royalty-free license to use, host, store, copy, transmit, display, modify, and create derivative works of all data, content, materials, and information provided by or on behalf of Client or any User (collectively, “Client Data”) for the purpose of providing the Services. Client shall have the sole responsibility for the accuracy, completeness, quality, content, and legality of all Client Data and all other data, content, and information provided by any User. Client acknowledges and agrees that (a) VES is a service provider and that any access, storage, use, or processing of Client Data by VES is solely on behalf of and at the direction of Client, and (b) VES*has no control over the content of the Client Data provided in connection with the Services.

12.0 Audit and Inspection Rights.

At all times during the term of this Agreement and for a period of 2 years following the termination of this Agreement, VES (and VES’s accountants, auditors, legal counsel, and other representatives) will have the right to audit and review the records of Client for purposes of assessing the compliance with this Agreement. Client will cooperate with any such audit or review, and Client will promptly provide VES with access to any and all information reasonably requested by VES.

13.0 Authorizations and Forms.

Client shall execute and deliver to VES all forms and/or authorizations required to process Client’s payroll, facilitate electronic fund transfers and, if applicable, make all required tax payments and file all applicable state and federal tax forms.

14.0 Confidentiality.

Each party will maintain in confidence all Confidential Information of the other party, and will not disclose such Confidential Information to any third party except to those of its employees, subcontractors, consultants, representatives and agents (collectively, “Representatives”) as are necessary in connection with such party’s performance of this WFM Agreement, provided however, that such Representatives must be bound by legally-binding confidentiality obligations substantially similar to those provided for herein. In maintaining the confidentiality of Confidential Information of the other party, each party will exercise the same degree of care that it exercises with its own confidential information, and in no event less than a reasonable degree of care. Each party will ensure that each of its Representatives holds in confidence and makes no use of the Confidential Information of the other party for any purpose other than those permitted under this WFM Agreement. “Confidential Information” means any and all confidential and/or proprietary information of or concerning either party, including but not limited to commercial, financial and personnel information, software and other works of authorship, know-how and other trade secrets, processes, techniques, designs, inventions and other tangible or intangible technical material or information. Without limiting the generality of the foregoing, VES Confidential Information includes the VES Technology and the terms of this WFM Agreement, regardless of the form or media in which it may be embodied.

15.0 Non-solicitation.

16.0 Responses to Subpoenas/Compiance Requests.

17.0 Surviving Terms.

The provisions set forth in the following sections, and any other right or obligation of the parties in this WFM Agreement that, by its nature, should survive termination or expiration of this WFM Agreement, will survive any expiration or termination of this WFM Agreement: Section 4, Section 5, Section 9, Section 10, Section 13, Section 16, and Section 17.

18.0 Miscellaneous.

18.1 Further Assurances.

18.2 Relations of the Parties.

18.3 Public Annoucements.

Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this WFM Agreement or, unless expressly permitted under this WFM 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 VES may, without Client’s consent, include Client’s name and other indicia in its lists of VES’s current or former clients of VES in promotional and marketing materials.

18.4 Notices.

Any notice, request, consent, claim, demand, waiver, or other communications under this WFM Agreement have legal effect only if in writing and addressed to a party at the address set forth in the opening paragraph.

Notices sent in accordance with this Section 18.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt or (b) when received, if sent by a nationally recognized overnight courier, signature required.

18.5 Entire Agreement.

This WFM Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of this WFM Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this WFM Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this WFM Agreement, excluding its Exhibits; (ii) second, the Exhibits to this WFM Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

18.6 Assignment.

18.7 Force Majeure.

18.8 No Third-Party Beneficiaries.

18.9 Amendment and Modification; Waiver.

18.10 Severability.

18.11 Arbitration.

18.12 Governing Law.

18.13 Export Regulation.

18.14 Equitable Relief.

Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this WFM Agreement, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

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