• “Administrator”: means the individual(s) appointed by Customer to oversee identifications, log-ins, passwords, and access and use of the Platform.
• “Customer Data”: means all electronic data or information submitted by Customer to the Platform.
• “IP Rights”: means all intellectual property rights, including, but not limited to, copyrights, patent rights, trade secret rights, trademark rights, and other similar property rights.
• “Order”: means a purchase made by a Customer through the Platform for products, services, or Service Vouchers.
• “Service Voucher”: means the single-use QR code generated through the Platform, redeemable for services at participating salons.
• “Platform”: means the web-based, hosted, and mobile-based services provided by Beautobe via access to its website, applications, voucher system, and any other designated products or services.
• “User”: means Customer and Customer’s employees, contractors, agents, representatives, or household members who are authorized to use the Platform.
• “User Content”: means any reviews, comments, images, videos, or other content submitted, posted, or uploaded by Users to the Platform.

2.1 Provision of Platform.

• • Subject to the terms, conditions, and restrictions set forth in this Agreement (including, but not limited to, the restrictions in Sections 2.2 and 2.3), including without limitation Customer’s payment of any applicable fees, Beautobe hereby grants to Customer and its authorized Users, subject to all IP Rights owned or otherwise assertable by Beautobe, a non-exclusive, non-transferable, limited, and restricted right to remotely access and use the Platform for Customer’s internal business purposes and consumer ordering purposes only.
• • Beautobe may provide Customer with one or more unique user IDs,, log-ins, and passwords so that the Customer and its authorized Users will be able to access and use the Platform as provided in this Agreement. Customer will be responsible for maintaining the confidentiality of its assigned identifications, log-ins, and passwords and for all activities and charges resulting from their use, including, but not limited to, unauthorized use.
• • Beautobe reserves the right to update, modify, or suspend the Platform as necessary to maintain or improve service, compliance, or security. There is no distribution of software or code under this Agreement.

2.2 No Implied License.

• • Customer acknowledges and agrees that this Agreement shall in no way be construed to provide to Customer or its authorized Users any express or implied license:
• • (i) to copy, reproduce, modify, change, alter, translate, improve, prepare derivative works based on, decompile, disassemble, reverse engineer, sell, rent, lease, distribute, sublicense, publish, or otherwise transfer its right to access and use the Platform; or
• • (ii) to use the Platform in any outsourcing, time sharing, service bureau, or other similar enterprise; or
• • (iii) to use the Platform other than as expressly set forth in Section 2.1;
• • and Customer expressly agrees not to take any of the foregoing actions. All rights not expressly granted under this Agreement are reserved to Beautobe.

2.3 Restrictions on Use of Platform.

• • Customer agrees to use the Platform only for lawful purposes. Customer will not engage in any conduct involving the Platform that would constitute a criminal offense or give rise to civil liability under any United States or foreign federal, state, local, or other law, rule, regulation, treaty, or convention, or that would in any way compromise the security of the Platform or the rights of Beautobe or other Users.
• • Customer will be responsible for any wrongful or unlawful acts or omissions of its Users with respect to the Platform, and shall have sole responsibility for notifying its Users of the terms, conditions, and restrictions contained in this Agreement and for securing their agreement to be bound by the same.
• • Use of the Platform is also subject to Beautobe’s Privacy Policy and Cookie Policy, available through its website.

3.1 Beautobe Responsibilities.

• • (i) maintain reasonable administrative, physical, and technical safeguards for the Platform in accordance with Beautobe’s security policies;
• • (ii) provide customer support through email and online channels during normal business hours; and
• • (iii) ensure that the Platform includes the functionality necessary to process Orders, generate Service Vouchers, and maintain transaction records.

3.2 Customer Responsibilities.

• • Customer will be responsible for procuring and maintaining, at its own expense, all devices, communication equipment, access service, access lines, and Internet connectivity necessary for Customer and its Users to access and use the Platform, as well as browser software that supports protocols used by Beautobe.
• • Customer is responsible for all activities that occur under its User accounts. Customer shall:
• • (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and any Order information;
• • (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform and Customer Data;
• • (iii) procure in advance all necessary consents and authorizations from all individuals whose names and/or other personally identifiable data (PII) are to be utilized by Customer in connection with its use of the Platform; and
• • (iv) comply with all applicable United States or foreign federal, state, local, or other laws, rules, regulations, treaties, and conventions in connection with its use of the Platform, including, but not limited to, the Federal Trade Commission Act (15 U.S.C. § 41 et seq.), Health Insurance Portability and Accountability Act (42 U.S.C. § 1301 et seq.), Fair Credit Reporting Act (15 U.S.C. § 1681), California Consumer Privacy Act/CPRA, and General Data Protection Regulation (Regulation EU 2016/679).
• • Customer knowingly and voluntarily agrees to defend, indemnify, and hold harmless Beautobe, its members, managers, directors, officers, employees, agents, representatives, successors, and assigns from and against all claims, losses, damages, judgments, and costs (including reasonable attorneys’ fees) arising out of Customer’s or its Users’ failure to comply with this Section 3.2 or any applicable United States or foreign federal, state, local, or other laws, rules, regulations, treaties, and conventions.

3.3 Ordering; Service Vouchers; Returns.

• • (a) Orders. All Orders placed through the Platform are subject to acceptance by Beautobe. Prices, taxes, and shipping charges will be displayed at checkout. Risk of loss passes to Customer upon delivery to the carrier.
• • (b) Service Vouchers. Qualifying purchases may generate a Service Voucher redeemable at participating salons. Finality: Orders tied to a Service Voucher are final upon the Customer’s affirmative action to click “Generate My Voucher” in their account. At that point, the Order becomes non-refundable except for defects or mis-shipments. Beautobe records the time, date, and IP address of voucher generation as evidence of acceptance.
• • (c) Returns. Returns for products may be permitted for unopened/undamaged goods within 30 days, subject to hygiene restrictions. Defective or mis-shipped products are eligible for return or replacement. Service Vouchers are non-refundable once generated.
• • (d) Refunds. Refunds, if applicable, will be processed using the original method of payment within a commercially reasonable timeframe.

3.4 Use Guidelines.

• • Customer and its Users shall use the Platform solely for Customer’s internal purposes and shall not:
• • (i) send, upload, or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party privacy or IP rights;
• • (ii) introduce malware, viruses, worms, Trojan horses, or other harmful code;
• • (iii) scrape, harvest, or engage in automated data collection from the Platform;
• • (iv) access or use the Platform for AI model training or algorithmic analysis without Beautobe’s express written permission;
• • (v) interfere with or disrupt the performance or security of the Platform;
• • (vi) remove, delete, obscure, or alter any trademarks, disclaimers, or proprietary notices;
• • (vii) attempt to gain unauthorized access to the Platform or related systems or networks;
• • (viii) use the Platform to commit fraud, spam, or duplicative/unlawful communications.
• • Customer knowingly and voluntarily agrees to defend, indemnify, and hold harmless Beautobe from any claims, damages, or penalties arising from violations of this Section 3.4.

3.5 Export Control

• • Customer shall not export or re-export any technology or software accessed via the Platform in violation of U.S. export laws and represents it is not on any denied party list.

3.6 Third-Party Providers

• • Beautobe is not responsible for third-party providers’ products or services, even if integrated with the Platform. Customer’s dealings with third parties are solely between Customer and such providers.

4.1 Customer Orders.

• • Customer shall pay all fees and charges associated with Orders placed through the Platform. Payment must be made at checkout using the available payment methods. All Orders must be paid in advance before shipment or voucher generation.

4.2 Partner Fees.

• • Beautobe may charge platform fees, commissions, or other charges to Brand Partners or Salon Partners for their use of the Platform. Such fees will be disclosed in separate agreements or fee schedules.

4.3 Invoicing and Payment.

• • All fees and charges are due immediately at the time of purchase unless otherwise stated in a separate agreement. Fees for professional services or partner obligations may be invoiced by Beautobe and shall be payable within the timeframe specified on the invoice. All payments must be made in U.S. Dollars.

4.4 Taxes.

• • Unless otherwise stated, Beautobe’s fees do not include any local, state, federal, or foreign taxes, levies, or duties of any nature (“Taxes”). Customer is responsible for paying all applicable Taxes, excluding only taxes based on Beautobe’s income. If Beautobe has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be charged and paid by Customer unless Customer provides Beautobe with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.5 Refunds.

• • Refunds, where permitted under Section 3.3, will be credited back to the original payment method within a commercially reasonable time after acceptance of a valid return. Beautobe reserves the right to refuse refunds in cases of abuse, fraud, or violation of these Terms.

5.1 Reservation of Rights.

• • Customer acknowledges that in providing the Platform, Beautobe utilizes: (i) the Beautobe name, logo, domain name, and other trademarks and service marks; (ii) audio and visual information, documents, software, and other works of authorship; and (iii) technology, software, hardware, products, processes, algorithms, user interfaces, voucher systems, databases, know-how, and other trade secrets, designs, inventions, and other tangible or intangible technical material or information (collectively, the “Beautobe Technology”).
• • The Beautobe Technology is protected by IP Rights owned or licensed by Beautobe. Except as expressly set forth in this Agreement, no license or other rights in or to the Beautobe Technology or Beautobe IP Rights are granted to Customer. All such rights are expressly reserved.

5.2 Improvements and Resultant Data.

• • Beautobe shall own all improvements to and derivatives of the Beautobe Technology, whether or not arising out of data or feedback that Customer or its Users provide to Beautobe when using the Platform. Beautobe shall be the sole and exclusive owner of any and all IP Rights created by Beautobe, including but not limited to models, databases, voucher systems, search tools, and any related technology or services.
• • Beautobe may generate aggregated and anonymized data from Customer’s use of the Platform (“Resultant Data”). Such Resultant Data shall be owned exclusively by Beautobe and may be used for analytics, product development, and business purposes, provided it does not identify Customer or its Users.

5.3 DMCA Policy & User Content.

• • By submitting, posting, or uploading any User Content (including reviews, ratings, images, or videos) to the Platform, Customer grants Beautobe a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, host, reproduce, modify, adapt, publish, translate, create derivative works, distribute, publicly perform, and publicly display such User Content in connection with operating and promoting the Platform.
• • Beautobe designates a DMCA agent and may remove or disable access to allegedly infringing content upon notice. Repeat infringers’ accounts may be terminated. Information for Beautobe’s designated DMCA Agent, and instructions for submitting notices, are published at [link to DMCA page].
• • Customer represents and warrants that it owns or has sufficient rights to the User Content, and that the User Content does not infringe or violate any third-party rights or laws. Beautobe reserves the right to remove any User Content in its discretion.

5.4 Suggestions.

• • If Customer provides Beautobe with any suggested modifications, changes, or improvements to the Platform, such suggestions shall be deemed the property of Beautobe. Customer agrees to execute any documentation reasonably necessary to confirm Beautobe’s ownership of such suggestions.

5.5 Customer Data.

• • As between Beautobe and Customer, all Customer Data is owned exclusively by Customer. Customer Data shall be considered Confidential Information subject to Section 6. Beautobe may access Customer Data solely to respond to service or technical problems, for training purposes, or to operate the Platform.
• • Upon termination of this Agreement, Beautobe shall have no obligation to maintain or provide any Customer Data and may delete all Customer Data in its systems, unless legally prohibited.

6.1 Definition of Confidential Information.

• • As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: the terms and conditions of this Agreement, Customer Data, the Platform, Beautobe Technology, software source code and specifications, business and marketing plans, technology and technical information, product designs, and business processes.
• • Confidential Information (except for Customer Data) shall not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is lawfully received from a third party without restriction on disclosure.

6.2 Confidentiality Obligations.

• • The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement without the Disclosing Party’s prior written consent.

6.3 Protection.

• • Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information.

6.4 Compelled Disclosure.

• • If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest or limit the disclosure.

6.5 Remedies.

• • If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in violation of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available at law or equity, to seek preliminary and permanent injunctive relief without the necessity of posting bond, to enjoin such acts, it being specifically acknowledged that monetary damages may be inadequate.

6.6 Publicity.

• • Neither Party may issue press releases or public announcements relating to this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Customer grants to Beautobe a limited, royalty-free, non-exclusive, revocable, non-sublicensable, and non-transferable license to use Customer’s name, logos, and trademarks to identify Customer as a user of the Platform in Beautobe’s marketing and sales materials. Customer represents and warrants that it has the authority to grant the foregoing license and that Beautobe’s use of Customer’s trademarks in compliance with this Agreement will not infringe upon any third-party rights.

7.1 Mutual Warranties.

• • Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

7.2 Beautobe Warranties.

• • (i) it owns or otherwise has sufficient rights to permit Customer and its Users to access and use the Platform as provided under this Agreement; and
• • (ii) the Platform and Beautobe Technology, as provided by Beautobe, do not knowingly infringe the IP Rights of any third party.

7.3 Customer Warranties.

• • Customer represents and warrants that it holds the necessary legal rights to use the Platform, to place Orders, and to submit or upload Customer Data and User Content to the Platform without misappropriation or violation of the privacy, publicity, or other rights of third parties.

7.4 Disclaimer.

• • Except as expressly provided in this Agreement, Beautobe provides, and Customer accepts, the Platform in “AS IS” CONDITION AND “WITH ALL FAULTS.”
• • TO THE FULLEST EXTENT PERMITTED BY LAW, BEAUTOBE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM, THE BEAUTOBE WEBSITE, AND CUSTOMER’S AND ITS USERS’ USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• • BEAUTOBE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM, THE BEAUTOBE WEBSITE, OR CONTENT, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES LINKED TO OR FROM THE PLATFORM. BEAUTOBE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM CUSTOMER’S AND ITS USERS’ ACCESS TO AND USE OF THE PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF BEAUTOBE’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM.
• • As with the purchase of any product or service through any medium or in any environment, Customer should use its best judgment and exercise caution where appropriate.
• • Some states or jurisdictions do not allow the exclusion of implied warranties, so certain of the above exclusions may not apply.

8.1 Customer Indemnification.

• • Customer agrees to defend, indemnify, and hold harmless Beautobe, its affiliates, subsidiaries, officers, directors, employees, agents, representatives, successors, and assigns from and against any and all losses, damages, liabilities, claims, demands, actions, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to:
• • (i) Customer’s or its Users’ use or misuse of the Platform, including any Orders or Service Vouchers;
• • (ii) Customer’s or its Users’ violation of this Agreement, including any breach of representations, warranties, or obligations hereunder;
• • (iii) any User Content submitted, posted, or otherwise made available by Customer or its Users, including claims of infringement, defamation, violation of rights of publicity or privacy, or violation of applicable law;
• • (iv) Customer’s failure to comply with applicable laws, rules, or regulations (including consumer protection, data protection, and advertising laws); and
• • (v) any disputes, claims, or actions between Customer (or its Users) and any Brand Partner, Salon Partner, or other third party, including with respect to the quality, safety, legality, or performance of products or services obtained through the Platform.

8.2 Beautobe Indemnification.

• • Beautobe agrees to defend, indemnify, and hold harmless Customer and its officers, directors, employees, and representatives from and against any losses, damages, liabilities, claims, and expenses arising solely out of Beautobe’s fraud or intentional misconduct.

8.3 Indemnification Procedure.

• • The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought. The indemnifying Party shall have sole control of the defense and settlement of such claim, provided that the indemnifying Party shall not settle any claim in a manner that imposes any liability or admission of fault on the indemnified Party without the indemnified Party’s prior written consent. The indemnified Party shall provide reasonable cooperation at the indemnifying Party’s expense.

9.1 Exclusion of Damages.

• • TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BEAUTOBE, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR REPRESENTATIVES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S OR ITS USERS’ USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF BEAUTOBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap.

• • NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BEAUTOBE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PLATFORM, ORDERS, OR SERVICE VOUCHERS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (i) THE AMOUNT ACTUALLY PAID BY CUSTOMER TO BEAUTOBE FOR THE ORDER OR TRANSACTION THAT GAVE RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).

9.3 Excluded Liability.

• • Customer acknowledges and agrees that Beautobe shall have no liability whatsoever for: (i) any acts, omissions, products, or services of Brand Partners, Salon Partners, or other third parties; (ii) disputes between Customer and any Brand Partner, Salon Partner, or other third party; or (iii) the quality, safety, legality, or performance of any products or services obtained through the Platform.

9.4 Essential Purpose.

• • Customer acknowledges and agrees that the essential purpose of this Section 9 is to allocate risk under this Agreement and to limit potential liability in light of the fees charged, which would have been substantially higher if Beautobe were to assume any liability other than as expressly set forth herein. Beautobe has relied on these limitations in providing Customer access to the Platform.

9.5 Exceptions.

• • Certain jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. In such jurisdictions, Beautobe’s liability shall be limited to the maximum extent permitted by law.

10.1 Relationship of the Parties.

• • The Parties shall at all times act as independent contractors. Nothing contained in this Agreement shall be deemed to constitute a partnership, joint venture, or agency between the Parties. Neither Party shall have any authority whatsoever, whether express or implied, to assume, create, or incur any obligation or liability whatsoever on behalf of or in the name of the other, or to bind the other in any manner whatsoever.

10.2 No Third-Party Beneficiaries.

• • There are no third-party beneficiaries to this Agreement. The Platform, and any information furnished to or procured by Customer by or through the Platform, is solely for the benefit of Customer, and no third party is entitled to rely on the same.

10.3 Notices.

• • Any notice or other communication which is required or permitted under this Agreement shall be in writing and shall be deemed to have been given, delivered, or made, as the case may be (notwithstanding lack of actual receipt by the addressee): (i) on the date sent if delivered personally, by email (with confirmation), or by recognized electronic service; (ii) three (3) business days after deposit in the U.S. mail, certified or registered, return receipt requested, with sufficient postage prepaid; or (iii) one (1) business day after deposit with a nationally recognized overnight courier service.
• • Notices shall be sent to the addresses of the Parties set forth above, or to such other address as either Party may later designate by written notice.

10.4 Waiver.

• • No failure or delay by either Party in exercising any right or remedy with respect to a breach of this Agreement by the other Party shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving Party.

10.5 Severability.

• • If any provision of this Agreement is held invalid, illegal, or unenforceable, the remainder of this Agreement shall not be affected, and the obligations of the Parties shall be construed and enforced to the greatest extent permitted by law.

10.6 Assignment.

• • Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Beautobe. Any purported assignment in violation of this Section shall be null and void. Beautobe may assign this Agreement in whole or in part, without consent, to any affiliate, successor, or acquirer of all or substantially all of its assets or business.

10.7 Governing Law.

• • This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the United States, without regard to conflict of laws rules.

10.8 Dispute Resolution.

• • The Parties shall attempt in good faith to resolve disputes through discussions. If unresolved within fifteen (15) days, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, held in New York, New York.
• • CLASS ACTION WAIVER. CUSTOMER AGREES THAT ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
• • JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

10.9 Entire Agreement.

• • This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior understandings and agreements. This Agreement may not be amended except by a written instrument signed by both Parties.

10.10 Survival.

• • Sections 3.3, 3.4, 5, 6, 7, 8, 9, and 10 shall survive termination of this Agreement.