|
Services, the terms of the Scope of Services will prevail, but only with respect to the specific Services purchased under
<br />that Scope of Services and only to the extent such Scope of Services expressly references the conflicting provision in
<br />this Agreement.
<br />10.7 Waiver: Severability. No failure or delay by either party to enforce any provision of this Agreement will constitute a
<br />waiver of that provision or affect such party's right to require the future performance thereof. If any provision of this
<br />Agreement is held unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum
<br />extent permissible so as to effectuate the intent of the parties, and the remainder of this Agreement will continue in
<br />full force and effect.
<br />10.8 Force Majeure. No delay, failure or default in performance of any obligation of either party hereunder will constitute
<br />a breach of this Agreement to the extent caused by Force Majeure. The term "Force Majeure" will be defined to
<br />include acts of terrorism, fires, earthquakes, or other casualties or accidents, acts of God, severe weather conditions,
<br />strikes or labor disputes, war or other violence, any law, order proclamation, regulation, ordinance, demand or
<br />requirement of any governmental agency, civil unrest, global pandemics (such as COVID19, SARS, etc.), or any other
<br />event beyond the reasonable control of a party.
<br />10.9 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other
<br />parry's express written consent, except that BENDABLE LABS, INC. may assign this Agreement, in whole or in part,
<br />without Participant's consent, to an Affiliate or a successor to all or substantially all of BENDABLE LABS, INC.'s
<br />assets or business, through a sale or merger, to which this Agreement relates. This Agreement will be binding upon
<br />and inure to the benefit of the respective successors and assigns of the parties. Any purported assignment of rights or
<br />delegation of duties in violation of this Section is void.
<br />10.10 No Third Party Beneficiaries. There are no third -party beneficiaries under this Agreement.
<br />10.11 Governing Law. This Agreement is governed by the laws of the State of California, without reference to its conflict
<br />of law principles or to the U.N. Convention on Contracts for the International Sale of Goods. The parties hereby
<br />irrevocably consent to the exclusive jurisdiction of the Federal and State courts located in Los Angeles, California, in
<br />any action arising out of or relating to this Agreement.
<br />10.12 Notices. Notices under the Agreement must be in writing and sent by (i) first class postage prepaid mail, (ii)
<br />internationally recognized delivery service, or (iii) except for notices of termination or breach, email. Notices must be
<br />sent to the following addresses:
<br />To BENDABLE LABS, INC.: 328 North Mansfield Ave, Los Angeles, CA 90036, attn.: [Sarah Zaner]; and
<br />To Participant: at the address listed.
<br />Notices will be deemed given upon confirmation of receipt, including by means of an automatic read receipt for email
<br />notice, or three (3) business days after mailing, whichever is earlier.
<br />10.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original,
<br />but all of which together will constitute one and the same instrument. Counterparts may be executed and delivered by
<br />facsimile, pdf or other electronic signature and such documents will be treated as originals for all purposes.
<br />10.14 Insurance. BENDABLE LABS, INC, shall procure and maintain, at its sole expense, the minimum insurance
<br />requirements as described in Exhibit A to this Agreement.
<br />[signatures on next page]
<br />8 of
<br />0001 Bendable Labs, Inc. Confidential
<br />
|