Last updated September 18, 2024

1. CERTAIN DEFINITIONS

“Affiliate” shall mean, with respect to a party, any person, partnership, joint venture, corporation, or other entity, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” (or variants of it) shall mean the ability to direct the affairs of another by means of ownership, contract or otherwise.

“Agreement” shall mean the Mutual Referral Agreement and all Exhibits attached thereto.

“Confidential Information” shall have the meaning set forth in Section 7.1.

“Exhibit” shall mean an attachment to the Mutual Referral Agreement.

“Intellectual Property” shall mean all (a) copyrights (including, without limitation, the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, registrations and applications), patent rights, trade names, mask-work rights, trade secrets, moral rights, author’s rights, privacy rights, publicity rights, contract and licensing rights, algorithms, source and object code, rights in packaging, goodwill and other proprietary rights, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United Kingdom, the United States or any other state, country or jurisdiction as may exist now and/or hereafter come into existence and all renewals and extensions thereof, worldwide; (b) intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; and (c) all derivatives of any of the foregoing.

“Services” shall mean the provision to Customer of access to Jacquard’s software as a service marketing content optimisation platform.

“Term” shall have the meaning set forth in Section 11.1.

Any capitalised terms used but not defined herein shall be as defined in the Agreement.

2. SCOPE OF AGREEMENT

2.1 General.  The Agreement governs participation in Jacquard’s partner program related to Jacquard’s Services (the “Jacquard Partner Program”). The main body of the Agreement provides the details of Company’s participation in the Jacquard Partner Program. All Jacquard Partner Program activities are also subject to any applicable Exhibit.

2.2 Conflict.  In the event of a conflict between the terms and conditions of the Agreement and an Exhibit, the terms and conditions of such Exhibit shall take precedence.

3. MUTUAL COVENANTS

3.1 General Responsibilities.  The parties agree to cooperate in good faith to manage the day-to-day aspects of the relationship.  Each party shall designate a manager who will be the main contact for the management of the Agreement and ongoing operations regarding each party’s responsibilities and obligations under the Agreement.

3.2 Conduct of Business; Anti-Corruption; Anti-Modern Slavery.

a. Each party shall conduct all of its business in such party’s own name and in a businesslike and professional manner, and agrees that it will not engage in any deceptive, misleading illegal or unethical business practices.

b. Each party agrees it shall comply with all applicable domestic, foreign and local anti-bribery and anti-corruption laws and regulations, including but not limited to the U.K. Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 (as amended pursuant to the 1988 Amendments and the International Anti-Bribery and Fair Competition Act of 1998) and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.  Without limiting the generality of the foregoing obligation, each party affirms that it has not, and will not at any time, directly or indirectly, pay, offer, give promise to pay or give, or authorize the payment of, any monies or any other thing of value to: (i) any officer or employee of any government or any department, agency or instrumentality thereof; (ii) any other person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; or (iii) any other person, firm, corporation or other entity at the suggesting, request or direction of, or for the benefit of any government officer or employee, political party or official or employee thereof or candidate for political office.  It is the intent of the parties that no payment or transfers of anything of value shall be made which have the purpose of effect or public or commercial briery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or improper advantage.

c. Each party also has a zero-tolerance policy against modern slavery, and is committed to acting ethically and with integrity in all its business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our businesses or in any of our supply chains.  To that end and in compliance with the Modern Slavery Act 2015, each party hereby certifies that they do not use any form of forced, compulsory or slave labour; that their employees work voluntarily and are entitled to leave work; that they provide each employee with an employment contract that contains a reasonable notice period for terminating their employment; that they do not require employees to post a deposit/bond and do not withhold their salaries for any reason; and that they do not require employees to surrender their passports or work permits as a condition of employment.

4. INTELLECTUAL PROPERTY

4.1 Company IP.  Except and to the extent set forth in an Exhibit, as between Company and Jacquard, Company retains: (a) all right, title, and interest in and to its products and services and any software or technology solely developed by Company in connection with the Agreement, its logos, trademarks, service marks, trade names, and any derivatives of the foregoing (collectively “Company IP”); and (b) all copyrights, patent rights, trade secret rights, and all other Intellectual Property rights of any kind in the Company IP.

4.2 Jacquard IP.  Except and to the extent set forth in an Exhibit, as between Jacquard and Company, Jacquard retains: (a) all right, title and interest in and to its products and services, and any software or technology solely developed by Jacquard in connection with the Agreement, its logos, trademarks, service marks, trade names, and any derivatives of the foregoing (collectively “Jacquard IP”); and (b) all copyrights, patent rights, trade secret rights, and all other Intellectual Property rights of any kind in the Jacquard IP.

5. TRADEMARKS

5.1 Each party recognizes and concedes for all purposes that all trademarks, service marks or other designations (“Proprietary Marks”) or other identifying marks provided by a party or affixed to its products and services whether or not registered, constitute such party’s exclusive property.  Each party grants the other party a nonexclusive, nontransferable, non sublicensable, royalty-free license during the Term to use, solely to identify the other party as a partner within the scope of the Agreement, but not in a manner that misrepresents the relationship of the parties or is otherwise misleading.

5.2 Except as set forth herein or in an Exhibit, neither party shall use the Proprietary Marks of the other party without the prior written consent of the other party.  Any uses of the other party’s Proprietary Marks shall be in accordance with the granting party’s reasonable trademark usage policies, with proper markings and legends.  Each party shall cease, or adjust the manner of, its use of any of the other party’s Proprietary Marks at the request of the other party in its sole discretion.  The granting party may withdraw any approval or license of any use of its Proprietary Marks at any time in its sole discretion.  Each party agrees that any use or display of Proprietary Marks of the other party shall inure to the benefit of the other party. 

6. FEES AND EXPENSES

6.1 Except as expressly provided in an Exhibit, each party shall be responsible for all expenses incurred by it in connection with the performance of its duties and obligations under the Agreement, including, but not limited to compensation, bonuses and benefits, if any, for its personnel; costs and expenses associated with establishing and maintaining its sales organization and offices; advertising, product demonstration and promotion expenses; and any and all taxes, fees, duties, tariffs or charges which may be imposed on such party under applicable law.

7. CONFIDENTIALITY

7.1 Definition.

a.  As used herein, “Confidential Information” means all non-public information of a party (the “Disclosing Party”) provided or disclosed to the other party (the “Receiving Party”), no matter when or how provided, disclosed or observed that (a) if disclosed orally is designated as confidential at the time of disclosure; (b) if disclosed in writing is marked as “Confidential” and/or “Proprietary”; or (c) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, the terms and conditions of the Agreement (including pricing and other terms reflected in reports provided hereunder), business and marketing plans, financial information, technology and technical information, Intellectual Property, employee information, product designs, business processes and customer data.  Notwithstanding the foregoing, each party may disclose the existence and financial terms of the Agreement (but not the other party’s Intellectual Property or other Confidential Information), in confidence, to a potential purchaser of or successor to any portion of such party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all of the assets of any business, division, or group of such party.

b.  Exclusions.  Confidential Information shall not include any information that: (i) is now or hereafter becomes generally known through no act or failure to act by the Receiving Party; (ii) the Receiving Party independently knows at the time of receiving such information, as evidenced by its written records; (iii) a third party hereafter furnishes to the Receiving Party without breaching any obligation of confidentiality and without restriction on disclosure; (iv) the Receiving Party has independently developed without using the Disclosing Party’s Confidential Information or breaching the Agreement; or (v) the Disclosing Party gives written permission to the Receiving Party to disclose.

c.  No Ownership Rights.  Each party acknowledges that it acquires only the right to use the other party’s Confidential Information under the terms and conditions of the Agreement and does not acquire any rights of ownership or title in the other party’s Confidential Information, including its Intellectual Property.

7.2 Confidentiality.  The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission.  Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its and its Affiliates’ employees and contractors who need to know the Confidential Information for purposes of performing under the Agreement; provided, that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions no less restrictive than those set forth in the Agreement.  The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a reasonable degree of care. 

7.3 Independent Development.  Each party acknowledges that the other party may currently or in the future be developing directly or indirectly information, products, services, concepts, systems or techniques, that are the same or similar to the Confidential Information of the Disclosing Party. Accordingly, provided that the Receiving Party does not breach any of its obligations under the Agreement, nothing in the Agreement will be construed as a representation or agreement, or otherwise give rise to an inference, that the Receiving Party cannot or will not: (a) develop or receive such information, products, services, concepts, ideas, systems or techniques; (b) develop or have developed for it products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the Confidential Information, or (c) restrict any assignment or reassignment of, or in any manner to affect or limit, the Receiving Party’s past, present and future business activities of any nature, including business activities which may compete with the Disclosing Party.

7.4 Compelled Disclosure.  The Receiving Party may disclose Confidential Information in accordance with a judicial or other governmental order, provided that the Receiving Party will cooperate with the Disclosing Party to minimize the extent of any such disclosure at Disclosing Party’s sole expense, including but not limited to giving the Disclosing Party advance written notice of the anticipated disclosure and the opportunity to seek confidential treatment of the information prior to such disclosure, or by obtaining written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

7.5 Remedies.  If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

7.6 Survival.  Notwithstanding the expiration or termination of the Agreement for any reason, the obligations of confidentiality and non-use set forth in this Section shall extend for a period of five (5) years after such expiration or termination; except that all trade secrets provided by the Disclosing Party under the Agreement shall be treated as Confidential Information without any such time limitation.

7.7 Return or Destroy.  On the Disclosing Party’s written request, the Receiving Party shall use commercially reasonable efforts to promptly return or destroy all physical copies of Confidential Information in its and its representatives’ possession, and in the case of electronic data, use commercially reasonable efforts to delete or render practicably inaccessible by the Receiving Party; provided, however, that the Receiving Party may retain electronic copies of Confidential Information on routinely made back-up and disaster recovery systems, and any such copies shall be subject to confidentiality obligations set out herein, until destroyed.

8. REPRESENTATIONS AND WARRANTIES

8.1 General Warranties.  Each party represents and warrants that:

a. it has the legal power to enter into the Agreement;

b. the signatory hereto has the authority to bind the applicable organization;

c. when executed and delivered, the Agreement will constitute the legal, valid, and binding obligation of each party, enforceable in accordance with its terms; and

d. it shall comply with all applicable foreign and domestics laws and regulations.

8.2 Disclaimer.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO ITS RESPECTIVE PRODUCTS AND SERVICES, DOCUMENTATION, PROPRIETARY MARKS, AND CONFIDENTIAL INFORMATION, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  ALL SERVICES OF APPOINTING PARTY ARE PROVIDED HEREUNDER “AS IS”.

9. INDEMNIFICATION

9.1. Infringement Indemnification.

a. Each party (the “Indemnifying Party”) agrees to defend, indemnify, and hold the other party, its Affiliates, and their respective officers, directors, employees, agents, and the successors and assigns of the foregoing (the “Indemnified Party”), harmless from and against any and all damages, costs, losses and expenses (including reasonable attorneys’ fees, collectively, “Losses”) arising out of claims, demands, suits or proceedings (“Claims”) made or brought against the Indemnified Party by a third party alleging that the products and or services of the Indemnifying Party infringe upon the Intellectual Property rights of a third party, or violates applicable law; provided, however, that such indemnification obligation shall not arise to the extent that the third party claim arises out of (a) use of the products or services in combination with other software, data products, processes, or materials not provided by the Indemnifying Party (other than Integration) and the infringement would not have occurred but for the combination; (b) where the alleged infringement arises from or relates to modifications to the products or services not made or authorized by the Indemnifying Party or set forth under the Agreement, or modifications to the products or services or materials developed pursuant to instructions provided by the Indemnified Party; (c) to the extent the liability arises from the Indemnified Party’s continued use of the activity or use constituting or contributing to the infringement after notification thereof by the Indemnifying Party; or (d) outputs of the Jacquard Platform.

b. Should any of the Indemnifying Party’s products or services become, or in the Indemnifying Party’s reasonable opinion is highly likely to become, the subject of a claim of infringement, the Indemnifying Party may, at its option, (a) obtain the right for customers to continue using the products or services; or (b) replace or modify the Indemnifying Party’s products and services with substantially similar products and services, so they are no longer infringing or reduces the likelihood that they will be determined to be infringing.  If neither (a) nor (b) above are commercially feasible, the Indemnifying Party may opt to terminate the Agreement.

9.2. General Indemnification.  In addition to the foregoing, the Indemnifying Party will defend, indemnify, and hold the Indemnified Party harmless from any Losses arising out of a Claim made or brought against the Indemnified Party by a third party as a result of: (a) the gross negligence or willful misconduct of the Indemnifying Party or its representatives, (b) the breach by the Indemnifying Party of any representation or warranty specified in Section 8, or (c) the violation of any law or regulation applicable to the Indemnifying Party or Indemnifying Party’s products or services.

9.3. Obligations of the Parties.  The obligations of this Section 9 shall apply only if:

a. The Indemnified Party notifies the Indemnifying Party in writing promptly after the Indemnified Party becomes aware of such claim (provided that the failure to so notify shall not affect the Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, the Indemnifying Party has been actually prejudiced thereby);

b. The Indemnifying Party has sole control of the settlement, compromise, negotiation, and defense of any such action; provided, however, that the Indemnified Party will have the right to participate in the settlement or defense of any such claim or action at its own expense and the Indemnified Party will not be bound by any settlement made by the Indemnifying Party which requires payment or an admission of liability by the Indemnified Party; and

c. The Indemnified Party cooperates, in good faith, in the defense of any such legal action.

10. LIMITATION OF LIABILITIES

10.1 Limitations of Liability.  UNDER NO CIRCUMSTANCES (i) SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR SUCH PARTY’S LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE; OR (ii) SHALL THE ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THE AGREEMENT, WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO REFERRING PARTY BY APPOINTING PARTY.

10.2 Exceptions.  THE EXCLUSIONS AND LIMITATIONS OF SECTION 10.1 ABOVE DO NOT APPLY TO ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 ABOVE OR CLAIMS ARISING UNDER SECTION 7 (CONFIDENTIALITY) ABOVE.

11. TERM AND TERMINATION

11.1  Term.  The Agreement shall commence on the Effective Date and shall continue for a period of one (1) year from the Effective Date, unless sooner terminated as provided herein (the “Initial Term”).  Thereafter, the Agreement shall automatically renew for successive one-year terms (each a “Renewal Term”) unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable.  The Initial Term and each Renewal Term are collectively referred to in the Agreement as the “Term.”

11.2 Termination

a. Termination Rights:

i. Termination for Convenience.  Either party may terminate the Agreement for any or no reason upon sixty (60) days prior written notice to the other party; upon issuance of such notice, Appointing Party shall accept no further Submissions.  Notwithstanding any such termination, the Agreement shall remain in effect with respect to New Accounts registered by Referring Party for the duration of each New Account’s Registered Period.

ii. Termination for Cause. The Agreement may be terminated for material breach of any provision of the Agreement by either party, provided that written notice of the breach has been given to the breaching party and the breaching party has not cured the breach within thirty (30) days after delivery of the notice.

iii. Termination for Change of Control.  A party may terminate the Agreement immediately upon notice, if the other party merges with, is acquired by, or sells all of its assets to its competitor. The party that has the right to terminate shall make the determination of whether a company is a competitor, using reasonable judgment.

b. Effect of Termination.

i. In the event of any termination or expiration of the Agreement, Referring Party understands that it shall have no right to continue as a Referring Party of Appointing Party’s Services. Termination of the Agreement by Appointing Party for cause or expiration of the Agreement shall not relieve either party of its outstanding payment obligations at the time of such termination or expiration.

ii. Upon the termination or expiration of the Agreement each party shall promptly (a) discontinue any use of the name, logotype, trademarks, trade names, service marks, service names or slogans and other marks of the other party and/or its products and services; and (b) discontinue all representations or statements from which it might be inferred that any relationship exists between the parties under the terms of the Agreement.

12. RESTRICTIVE COVENANTS

12.1 Non-Compete. Referring Party shall not, at any time during the Term, market, distribute, license, sell, in stand-alone, bundled, or any other form, any products or services, or any product or service components (other than the Appointing Party’s Services as authorized hereunder), that are competitive of those of Appointing Party.

12.2 Non-Solicitation. During the Term, each Party agrees not to encourage or solicit any employee, independent contractor, customer, or client of the other Party to leave or terminate its relationship with the other Party, or to materially reduce its relationship with the other Party, for any reason.

12.3 Non-disparagement. During the Term of the Agreement and for a period of twelve (12) months thereafter, each party agrees to refrain from, and will use commercially reasonable means to ensure that its employees, Affiliates and employees of such Affiliates refrain from, any negative or derogatory statements (verbally or in writing) about the other party, the other party’s Affiliates, products, services, directors, employees and/or operations.

13. GENERAL

13.1 Relationship of the Parties. The parties to the Agreement are independent contractors. The Agreement will not be construed to create a joint venture or partnership between the parties. Neither party will be deemed to be an employee, agent or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other except as may be specifically set forth herein.

13.2 Governing Law; Venue. The Agreement and any Exhibits attached hereto shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereto agree to submit to the exclusive jurisdiction of the English court.

13.3 Assignment. The Agreement may not be transferred or assigned by either party without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign the Agreement in its entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets unless such merger or sale is to a competitor of the other party, in which case, Section 11.2b above shall apply. Except as otherwise set forth herein, any attempts by either party to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party shall be null and void. Subject to the foregoing, the Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

13.4 Entire Agreement. The Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. The Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.

13.5 Waiver and Modifications; Amendments. All waivers must be in writing. Any waiver or failure to enforce a provision of the Agreement on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion. The Agreement may only be amended by mutual written consent of the parties to the Agreement by an authorized representative of each party.

13.6 Partial Invalidity. If any provision of the Agreement for any reason shall be declared void, illegal, invalid, or unenforceable in whole or in part, such provision will be severable from all other provisions herein and will not affect or impair the validity or enforceability of any other provisions of the Agreement; provided, however, that a court having jurisdiction may revise such provision to the extent necessary to make such provision valid and enforceable.

13.7 Force Majeure. Each party will be excused from any failure or delay caused by or the result of causes beyond its reasonable control and could not have been avoided or corrected through the exercise of reasonable diligence, including, but not limited to, acts of God, fire, flood, hurricane or other natural catastrophe, terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, insurrection, riot or war, general failure of telecommunication or digital transmission links, general failure of the Internet, failure of any third party operating systems, platforms, applications or networks not under its reasonable control, or other similar occurrence.

13.8 Survival. Section 1 (Definitions), Section 3.2 (Conduct of Business), Section 4 (Proprietary Rights), Section 7 (Confidentiality), Section 9 (Indemnification), Section 10 (Limitation of Liabilities), Section 11 (Term and Termination), Section 12 (Restrictive Covenants) and Section 13 (General) shall survive any expiration or termination of the Agreement for any reason. Expiration or termination shall be without prejudice to the accrued rights and liabilities of the parties.

13.9 Counterparts; Reproduction of Agreement. The Agreement may be signed in one or more counterparts, each of which shall be considered an original, but all of which together form one and the same instrument. Once signed, any reproduction of the Agreement made by reliable means (for example, photocopy or facsimile) is considered an original.

13.10 Notices. Any legal notices required hereunder shall be given in writing at the address first set forth above, with a copy to the General Counsel’s office or the Chief Executive Officer’s office of such party, and shall be deemed to have been delivered and given for all purposes: (a) on the delivery date, if delivered personally to the party to whom the same is directed; (b) one business day after deposit with a commercial overnight carrier, with written verification of receipt; (c) the second business day after sending by confirmed facsimile; or (d) the first business day after sending by email.

13.11 Attorneys’ Fees. In the event either party hereto shall resort to legal action for the redress of a breach of the Agreement, the prevailing party shall be entitled to an award of all costs and reasonable attorneys’ fees.

13.12 Rights of Third Parties. The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against the parties to it by any other person.

13.13 General Interpretative Provisions. Terms for which meanings are defined in the Agreement will apply equally to the singular and plural forms of the terms defined. The term “including,” whenever used in any provision of the Agreement, means including but without limiting the generality of any description preceding or succeeding such term. Whenever reference is made in the Agreement to “days,” the reference means calendar days, not business days, unless otherwise specified. Each reference to a party shall include a reference to such party’s permitted successors and assigns. The headings of the Agreement are for reference only and will not affect the meaning or interpretation of the Agreement. In each case in which a party’s approval or consent is expressly required under the Agreement, such party will not unreasonably withhold, condition or delay such approval or consent unless the context clearly states otherwise.

13.14 Electronic Signature. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in the Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.