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DocuSign Envelope ID: For 36FO6-FF73-4038-BOE1-FD6CE05477F4
<br />DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR
<br />DATA), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
<br />REGARDLESS OF THE FORM OF ACTION.
<br />EXCEPT IN THE CASE OF WASABI'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD,
<br />WASABI AND ITS AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT,
<br />REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY
<br />WASABI UNDER THIS AGREEMENT FOR THE WASABI SERVICE THAT GAVE RISE TO THE CLAIM
<br />DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. IF WASABI SERVICE (OR ANY OTHER
<br />WASABI PRODUCT) IS PROVIDED TO YOU WITHOUT CHARGE, THEN WASABI WILL HAVE NO
<br />LIABILITY TO YOU WHATSOEVER, AND IN ANY EVENT NO MORE THAN $500.
<br />YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS SET
<br />FORTH IN THIS SECTION ARE AN ESSENTIAL PART OF THE AGREEMENT AND AN ESSENTIAL
<br />FACTOR IN ESTABLISHING THE PRICE OF WASABI SERVICE.
<br />THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL APPLY TO THE FULLEST EXTENT
<br />PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING A FAILURE OF ESSENTIAL
<br />PURPOSE OF ANY REMEDY PROVIDED IN THIS AGREEMENT.
<br />11, Modifications to the Agreement
<br />We may modify this Agreement (including any policies or any links referenced herein) at any time by posting a
<br />revised version on the Wasabi website or by otherwise notifying you in accordance with Section 12.10. Subject to the
<br />foregoing, the if there are changes that materially impact your ability to utilize the Wasabi Service, such modified
<br />terms will become effective only as mutually agreed. .
<br />12. Miscellaneous
<br />12.1 Assignment. You will not and do not have the right to assign or otherwise transfer this Agreement or any of the
<br />rights and obligations under this Agreement, without Wasabi's prior written consent. Any assignment or transfer, or
<br />attempt thereof, in violation of this Section 12.1 will be void. Notwithstanding the foregoing, either party may assign
<br />this Agreement to any person or entity that is an affiliate, or acquires by sale, merger or otherwise, all or substantially
<br />all or a portion of such party's assets, stock or business. If another entity merges with or acquires Wasabi, or all,
<br />substantially all or a portion of our assets, stock or business you agree your encrypted stored data and information that
<br />Wasabi has collected from you, including personally identifiable information, may, and you consent to, the secure
<br />transfer of such information to such successor or assignee.
<br />12.2 Affiliates, Subcontractors and Vendors. Some or all of the Wasabi Service, including support services, may be
<br />provided by Wasabi's Affiliates, agents, subcontractors and information system vendors. The rights and obligations of
<br />Wasabi may be, in whole or in part, exercised or fulfilled by the foregoing entities.
<br />12.3 Entire Agreement. This Agreement incorporates any policies or other information found at the published links by
<br />reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This
<br />Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications
<br />between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound
<br />by, and specifically object to, any term, condition or other provision that is different from or in addition to the
<br />provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any
<br />term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation,
<br />correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for
<br />Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or
<br />require us to complete. If the terms of this Agreement are inconsistent with the terms contained in document
<br />referenced or linked herein, the terms contained in such document will control.
<br />12.4 Force Maieure. We and our Affiliates will not be liable for any delay or failure to perform any obligation under
<br />this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of
<br />God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications
<br />failures, earthquake, storms or other elements of nature, epidemics, pandemics, blockages, embargoes, riots, acts or
<br />orders of government, acts of terrorism, or war.
<br />12.5 Governing Law. The laws of the State of California, without reference to conflict of law rules, governs this
<br />Agreement and any dispute of any sort that might arise between the parties. The United Nations Convention for the
<br />International Sale of Goods does not apply to this Agreement.
<br />July 2021
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