LICENSE AGREEMENT

This License Agreement (this “Agreement”) is entered into between Bryant Park Consulting, Inc., a Delaware corporation with a principal place of business at 521 Fifth Avenue, 17th Floor #341, New York, New York, 10175 (“BPC”) and the party executing an Order (as defined below) that references this Agreement (“Customer”). This Agreement begins on the date the first Order referencing this Agreement is executed by the parties (the “Effective Date”). THE SOLUTIONS, BPC’S PROVISION THEREOF, AND CUSTOMER’S ACCESS TO AND USE OF THE SOLUTIONS ARE EXPRESSLY CONDITIONED ON CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT. CUSTOMER MAY ONLY ACCESS AND USE THE SOLUTIONS, AND BPC WILL ONLY PROVIDE THE SOLUTIONS, UPON THE TERMS AND CONDITIONS HEREIN. ANY INDIVIDUAL EXECUTING AN ORDER AND AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

  1. Definitions. As used in this Agreement and any exhibit hereto:

    1. “Confidential Information” means information that is disclosed or made available by one party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement, or which Receiving Party has access to in connection with this Agreement, including (a) information relating to the business of Disclosing Party and (b) all information of Disclosing Party that should reasonably have been understood by Receiving Party to be proprietary or confidential to Disclosing Party or to a third party, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Confidential Information may be disclosed in written or other tangible form or by oral, visual, or other means. Confidential Information of BPC includes the Solution, Documentation, and all routines, subroutines, directories, tools, programs, or any other technology included therein. Confidential Information of Customer includes the Customer Property.

    2. “Customer Property” means all information and materials, including all Customer input and output data and Customer-specific business processes, provided by Customer to BPC under this Agreement.

    3.  “Documentation” means the user manuals provided by BPC to Customer along with the Solution, which may include instructions for use, an installation guide, or troubleshooting information.

    4. “Error” means any reproducible error or defect in the Solution that causes the Solution not to operate substantially in accordance with the Documentation. Errors expressly exclude errors or defects in or caused by any External Offerings or Third Party Solutions (each as defined below).

    5. “Intellectual Property Rights” means all worldwide intellectual property rights in existence now or in the future, including copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, moral rights, and all other proprietary rights, whether registered or unregistered.

    6. “License Key” means the software key that is necessary to allow use of the functionality of the Solution in accordance with the applicable Order and Section 3.1 (License Grant).

    7. “Order” means any written ordering document (e.g., sales order) entered into by BPC and Customer describing the Solution and any related services, as well as additional terms and conditions.

    8. “Solution” means the BPC software programs or software program modules described in the applicable Order, in object code format, and any modified, updated, or enhanced versions of such programs or modules that BPC may provide to Customer pursuant to this Agreement.

    9. “Third Party Solutions” means the third party platforms, apps, libraries, or other offerings identified in the Order (e.g., NetSuite).

  2. Orders. No Order will be valid or binding on either party unless signed by the authorized representatives of both parties. Once signed by the authorized representatives of both parties, each Order will become a part of this Agreement. In the event of a conflict between the terms of an Order and the other terms of this Agreement, the other terms of this Agreement will control, except where an Order expressly indicates it is intended to control.

  3. License Grant and Other Rights; Customer Obligations.

    1. License Grant. Subject to the terms and conditions of this Agreement, BPC grants to Customer during the applicable Order Term (defined below) a non-exclusive, non-transferable license, without the right to sublicense, to (a) have the Solution installed by BPC solely in the production accounts and sandbox accounts specified in the applicable Order in Customer’s instance of the applicable Third Party Solution, and (b) execute the Solution solely in such accounts and solely for Customer’s internal business purpose of using the Solution in association with Customer’s Third Party Solution instance in accordance with the Documentation, the limitations as set forth in this Agreement (including the applicable Order), and the applicable Third Party Terms (defined below).

    2. Restrictions. Customer may only reproduce the Solution for archival and backup purposes. All copies of the Solution will include BPC’s copyright and other proprietary notices. Customer acknowledges that the Solution and its structure, organization, and source code, constitute valuable trade secrets of BPC and its suppliers. Except as expressly permitted in Section 3.1 (License Grant), Customer will not, and will not permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Solution or the Documentation; (b) merge or install the Solution with other software other than at BPC’s direction through interfaces published by BPC or the applicable Third Party Solution; (c) sublicense, distribute, sell, use for service bureau use or as an application service provider, lease, rent, loan, or otherwise transfer the Solution or the Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Solution (except to the extent required by applicable law); (e) remove, alter, cover, or obfuscate any copyright notices or other proprietary rights notices included in the Solution; or (f) otherwise use or copy the Solution except as expressly permitted in this Agreement. Customer will notify BPC of any unauthorized use or disclosure of the Solution.

    3. External Offerings. BPC may make access to or use of third party software, services, applications, libraries, or functionality that link to, interoperate with, or are incorporated into the Solution (collectively, “External Offerings”). Customer acknowledges that BPC does not own or control such External Offerings, they are made available as a convenience only, and are not subject to any of the warranties, service commitments, or other obligations with respect to the Solution under this Agreement and that such External Offerings may be subject to their own terms and conditions. BPC may disable or restrict access to any External Offerings on or through the Solution at any time without notice. BPC is not liable for External Offerings or any Customer Property provided to a third party via an External Offering. All External Offerings are provided by third parties and BPC does not control any External Offering. BPC is not responsible or liable for Customer’s access to or use of any External Offering, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any External Offering. Customer’s use of and access to any External Offering is (a) solely between Customer and the third party provider of that External Offering, and (b) subject to any additional terms, conditions, or agreements provided or entered into in connection with the External Offering (each, an “External Agreement”). The terms of any External Agreement (which may include payment of additional fees) will apply to the applicable External Offerings provided under that External Agreement but will not otherwise apply to Customer’s access to or use of the Solution. Except as set forth in this Agreement, in the event of a conflict between the terms of this Agreement and an External Agreement, the terms of the External Agreement will control with respect to Customer’s access to and use of any External Offering provided under that External Agreement. This Agreement will continue to control in all other respects. 

    4. Customer Obligations. 

      1. Cooperation. Customer shall provide BPC with such resources, information, software access, and assistance as BPC may reasonably request in connection with the provision of the Solution. Customer acknowledges and agrees that BPC’s ability to successfully provide the Solution in a timely manner is contingent upon its receipt from Customer of such information, resources, software access, and assistance. BPC shall have no liability for deficiencies in the Solution resulting from the acts or omissions of Customer or its agents or employees. Without limiting the generality of the foregoing, Customer acknowledges and agrees that Customer’s obligations include subpart ‘(b)’ below.

      2. Access to Third Party Solutions. 

        1. Customer acknowledges and agrees that BPC is providing the Solution solely for the benefit of Customer, and that BPC’s ability to provide the Solution are reliant on, and thus will require, BPC’s continued access to (either through remote access or direct physical access on Customer’s premises) and use of certain Third Party Solutions. Accordingly, as a condition precedent to BPC’s provision of the Solution, Customer shall ensure that Customer has, and maintains throughout the Term (defined below), at least one employee record with access to the administrative role for each Third Party Solution account and instance for which the Solution will be provisioned hereunder. In connection with the foregoing, Customer hereby represents and warrants that (a) it has, and will maintain throughout the Term, the right to provide BPC with access to, and use of, any and all portions of such Third Party Solutions in connection with BPC’s performance hereunder, including, if applicable, the right to customize or configure each such Third Party Solution for the benefit of Customer, and (b) at all times during the Term, Customer will maintain active licenses to all such Third Party Solutions (including for each applicable administrative user). Customer agrees to immediately notify BPC of any changes made (actual or attempted) by the applicable Third Party Solution licensor to Customer’s license and access rights to such Third Party Solution, including changes to the applicable licensor terms and conditions, that may affect BPC’s ability to continue providing the Solution.

        2. BPC is not liable for Third Party Solutions or any Customer Property provided to a third party via a Third Party Solution. All Third Party Solutions are provided by third parties and BPC does not control any Third Party Solution. BPC is not responsible or liable for Customer’s access to or use of any Third Party Solution, or any effect that any updates, upgrades, modifications, or enhancements to a Third Party Solution may have on the Solution or Customer’s use thereof or access thereto, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Solution. Customer’s use of and access to any Third Party Solution is (a) solely between Customer and the third party provider of that Third Party Solution, and (b) subject to any additional terms, conditions, or agreements provided or entered into in connection with the Third Party Solution (each, “Third Party Terms”). The terms of any Third Party Terms (which may include payment of additional fees) will apply to the applicable Third Party Solutions provided under those Third Party Terms but will not otherwise apply to Customer’s access to or use of the Solution. Except as set forth in this Agreement, in the event of a conflict between the terms of this Agreement and any Third Party Terms, the terms of the Third Party Terms will control with respect to Customer’s access to and use of any Third Party Solution provided under those Third Party Terms. This Agreement will continue to control in all other respects. Customer shall indemnify, defend, and hold BPC and its officers, employees, personnel, agents, and representatives harmless from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees), arising out of Customer’s breach of this Section 3.4 (Customer Obligations), including any breach of Customer’s representations and warranties hereunder.

    5. Artificial Intelligence. 

      1. AI Functionality. Customer acknowledges that certain features of the Solution may utilize artificial intelligence or machine learning technologies, including generative AI tools (collectively, “AI Features”), which may process Customer Property to provide outputs or recommendations. The AI Features are provided as part of the Solution and are subject to the terms of this Agreement.

      2. Data Use and Confidentiality.

        1. Customer Property Scope. Unless otherwise agreed in writing, BPC will not use Customer Property submitted to AI Features to train or improve any AI models that are made available to third parties.

        2. Third-Party AI Tools. BPC may use third-party AI technologies in connection with the Solution. If so, BPC will ensure such third parties are subject to contractual obligations that offer no less than materially equivalent protections for Customer Property as those set forth in this Agreement.

      3. Customer Responsibilities. Customer is solely responsible for: (i) reviewing any AI-generated outputs before relying on them; (ii) ensuring that its use of the AI Features complies with applicable laws, including those related to data privacy, intellectual property, and export controls; and (iii) not inputting any personal data or sensitive information into AI Features unless explicitly authorized under this Agreement or required for the use of the Solution.

      4. Intellectual Property and Outputs. Unless otherwise specified, BPC does not claim ownership of outputs generated by AI Features using Customer Property; however, BPC makes no representations or warranties as to the originality, accuracy, or legal non-infringement of such outputs. Customer is solely responsible for the use of such outputs and any consequences arising therefrom.

  4. Delivery, Acceptance, and Installation. BPC will deliver the Solution electronically via BPC’s standard electronic delivery process. Without limiting the warranties in Section 7.1 (Solution Warranty), unless otherwise expressly specified in the Order, the Solution will be deemed accepted upon delivery. Unless otherwise set forth in this Agreement, BPC is responsible for installing the Solution, and Customer is responsible for following BPC’s reasonable instructions regarding the License Keys (if any). Without limiting the generality of the foregoing, if Customer has been granted the right by BPC to do the installation of the Solution itself (rather than BPC), Customer may only install the Solution in Customer’s valid Third Party Solution instance, in accordance with any applicable terms thereof. Customer acknowledges that the Solution uses a license key mechanism used to set up and restrict the functionality of the Solution. Customer agrees not to use unauthorized license keys or otherwise circumvent BPC’s License Key mechanism. Customer is responsible for providing all applicable hardware and third party software, services, and technologies (including all rights and licenses thereto) required for the operation of the Solution.

  5. Support. Subject to the terms and conditions of this Agreement (including payment of the applicable Fees for the Solution), BPC will, during the applicable Order Term, provide Customer with its standard support services for the Solution. To initiate a support request, Customer shall send an email to solutionsupport@bryantparkconsulting.com. BPC will acknowledge receipt of the support request within 2 business days, and will inform Customer of the next steps and timeline as soon as reasonably practicable, based on the nature and criticality of the issue.

  6. Fees and Payment.

    1. Fees. Customer will pay BPC the fees set forth in any applicable Order (collectively, “Fees”), and other agreed upon fees and expenses, in accordance with Section 6.2 (Payment Terms) and the applicable Order. All Fees are non-cancelable and non-refundable, except as otherwise expressly set forth in this Agreement. Fees exclude, and Customer will make all payments of Fees to BPC free and clear of, all applicable sales, use, and other taxes and all applicable export and import fees, customs, duties, and similar charges. Customer agrees that Customer has not relied on the future availability of any software, programs, updates, or upgrades in entering into any payment obligations under this Agreement. At each Renewal Term (defined below), the Fees will increase as indicated by BPC. BPC will provide Customer written notice of the updated pricing at least 60 days prior to the applicable Renewal Term. The new Fees will apply to the upcoming Renewal Term unless Customer notifies BPC in writing of its intent not to renew at least 30 days prior to the first day of the upcoming Renewal Term.

    2. Payment Terms. Unless otherwise agreed to in writing by both parties, payment for travel and other services, expenses, or charges will be due upon Customer’s receipt of the applicable invoice. All payments must be made in U.S. dollars, unless otherwise mutually agreed in writing. 

    3. Audit Rights. At all times during the Term, and for at least 3 years after the expiration or termination of this Agreement, Customer will maintain complete and accurate records of all information relevant to Customer’s usage of the Solution and other performance related to this Agreement. BPC will have the right, during normal business hours and upon at least 5 business days’ prior notice, to audit Customer’s records relating to Customer’s usage of the Solution and performance under this Agreement in order to verify that Customer has complied with the terms of this Agreement. Customer will promptly pay to BPC any amounts shown by any such audit to be owing, as reasonably determined by BPC, plus interest as provided in Section 6.2 (Payment Terms) above. Such audits may be conducted no more than once in any period of 6 consecutive months, except for good cause shown. 

  7. Warranties; Disclaimer.

    1. Solution Warranty. For a period of 60 days after the date of delivery of the Solution (“Solution Warranty Period”), BPC warrants that the Solution, when used as permitted by BPC and in accordance with the instructions in the Documentation, will operate free of Errors. BPC does not warrant that the Solution will meet the requirements of Customer. BPC does not guarantee that the Solution will perform uninterrupted or error free, or that BPC will correct all Errors. The warranty set forth in this Section 7.1 does not cover any copy (complete or partial) of the Solution or any Documentation which has been altered or changed in any way by Customer or any third party. BPC is not responsible for problems caused by changes in, or modifications to, the operating characteristics of any computer hardware, operating system, or Third Party Solution for which the Solution is procured, nor is BPC responsible for problems with the Solution that occur as a result of third party software or hardware that is incompatible with the operating system or Third Party Solution for which Customer procured the Solution.

    2. Remedies. BPC will, at its own expense and as its sole obligation and Customer’s sole and exclusive remedy for any breach by BPC of the warranty in Section 7.1 (Solution Warranty), use reasonable efforts to correct those Errors that caused the applicable breach of the warranty reported during the applicable warranty period, or, if BPC reasonably determines that it is unable to correct the Error, BPC will refund to Customer all Fees actually paid by Customer for the period during which the Solution was not usable by Customer, in which case this Agreement and Customer’s right to use the Solution will be immediately terminated.

    3. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7.1 (SOLUTION WARRANTY), THE SOLUTION, DOCUMENTATION, AND EXTERNAL OFFERINGS ARE PROVIDED “AS-IS” AND THE EXPRESS WARRANTIES IN SECTION 7.1 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOLUTION, DOCUMENTATION, EXTERNAL OFFERINGS, OR OTHERWISE, AND BPC DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES PROVIDED HEREIN AND THAT NO WARRANTIES ARE MADE HEREIN BY ANY OF BPC’S SUPPLIERS.

  8. Infringement Claims.

    1. Subject to the rest of this Section 8 (Infringement Claims), if a third party makes a claim against Customer that the Solution, as delivered, infringes that third party’s U.S. patents or U.S. copyrights, then BPC, at its sole cost and expense, will defend Customer against the claim and will pay the damages, costs, and expenses finally awarded by the court to the third party claiming such infringement or the settlement agreed to by BPC, if Customer does the following:

      1. notifies BPC promptly in writing, not later than 30 days after Customer receives notice of the claim (or sooner if required by applicable law);

      2. gives BPC sole control of the defense and any settlement negotiations for such claim; and

      3. gives BPC the information, authority, cooperation, and assistance BPC needs to defend against or settle the claim.

    2. If BPC believes that the Solution infringes or has infringed a third party’s Intellectual Property Rights, then BPC may choose to either replace or modify the Solution so that it is non-infringing (while substantially preserving its utility or functionality), or obtain the rights needed to allow for Customer’s continued use of the Solution, or, if neither of those alternatives is commercially reasonable, then BPC may terminate the license for, and require return of, the Solution and refund a pro-rated amount of the Fees that Customer may have paid to BPC for the license to the Solution, computed according to a 60-month straight-line amortization schedule beginning on the Effective Date. 

    3. BPC will have no obligation to defend Customer under this Agreement if Customer alters the Solution or uses it outside the scope of use identified in this Agreement or the Documentation, or if Customer uses a version of the Solution which has been superseded. BPC has no obligation to defend Customer under this Agreement to the extent that an infringement claim is based upon (a) any information, design, specification, instruction, software, data, or material not furnished by BPC, (b) the combination of the Solution with any products or services not provided by BPC, (c) any modification of the Solution by any person other than BPC, or (d) Customer’s actions or use of the Solution not in accordance with the terms of this Agreement. Section 8 (Infringement Claims) states BPC’s sole obligation and Customer’s sole and exclusive remedy for any claim, suit, or action related to or arising from any infringement.

  9. Limitation of Liability. BPC’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SOLUTION, OR THE DOCUMENTATION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO BPC UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO A LIABILITY. MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT. IN NO EVENT WILL BPC BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, OR ANY LOSS OF DATA, PROFITS, REVENUE, OR DATA USE, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

  10. Proprietary Rights.

    1. BPC. The Solution, the Documentation, and all worldwide Intellectual Property Rights in and to each of the foregoing, are the exclusive property of BPC and its suppliers. All rights in and to the Solution and Documentation not expressly granted to Customer in this Agreement are reserved by BPC and its suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of BPC or its suppliers on the Solution or the Documentation.

    2. Customer. Unless otherwise specified in a separate agreement between the parties, the Customer Property and all worldwide Intellectual Property Rights therein, are the exclusive property of Customer and its suppliers. All rights in and to the Customer Property not expressly granted to BPC in this Agreement are reserved by Customer and its suppliers. BPC will not remove, alter, or obscure any proprietary notices (including copyright notices) of Customer or its suppliers on the Customer Property.

  11. Confidentiality.

    1. Protection of Confidential Information. Receiving Party will maintain the confidentiality of Disclosing Party’s Confidential Information and will not use Confidential Information of Disclosing Party for any purpose other than to perform its obligations and exercise its rights under this Agreement. Receiving Party will disclose the Confidential Information of Disclosing Party only to its employees or contractors who have a need to know such Confidential Information for such purposes and who are under a duty of confidentiality no less restrictive than Receiving Party’s duty hereunder. Receiving Party will protect Disclosing Party’s Confidential Information from unauthorized use, access, and disclosure in the same manner as Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 

    2. Exceptions. Confidential Information does not include information that: (a) was already known to Receiving Party without restriction at the time of disclosure by Disclosing Party; (b) was disclosed to Receiving Party free of any confidentiality obligations by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Receiving Party has become, generally available to the public; or (d) was independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information. In addition, Receiving Party will be allowed to disclose Confidential Information of Disclosing Party to the extent that such disclosure is (i) approved in writing by Disclosing Party, (ii) necessary for Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by applicable law or by the valid order of a court of similar judicial or governmental administrative body, provided that Receiving Party notifies Disclosing Party of such required disclosure promptly and in writing, to the extent legally permissible, and cooperates with Disclosing Party, at Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

    3. Confidentiality of Agreement. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other appropriate personnel except (a) as required by applicable law, (b) pursuant to a mutually agreeable press release, or (c) in connection with a contemplated transfer of such party’s business permitted by Section 13.4 (Assignment) (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement protecting Disclosing Party’s Confidential Information to the same extent as this Agreement).

  12. Term and Termination.

    1. Term. The term of this Agreement will begin on the Effective Date and, unless terminated earlier in accordance with Section 12.3 (Termination), will continue until all Orders have terminated or expired (the “Term”).

    2. Order Term. The initial term of an Order begins on the Order’s effective date as set forth in the Order and continues for the period set forth in the Order, or if not set forth therein, for a period of one year (as applicable, the “Initial Term”). Except as otherwise provided in the applicable Order, each Order will automatically renew for additional, successive periods equal to the length of the Initial Term (each, a “Renewal Term”), unless a party gives the other party written notice of its intent to not renew at least 30 days prior to the expiration date of the Initial Term or the then-current Renewal Term, as the case may be. The Initial Term and each applicable Renewal Term of an Order are collectively referred to as the “Order Term”. The term of any then-active Order will end upon termination of this Agreement.

    3. Termination. Notwithstanding Section 12.2 (Order Term), either party may terminate this Agreement or any Order by written notice to the other party if the other party materially breaches any of its obligation of this Agreement or such Order (as applicable) and does not cure such breach within 30 days after receiving written notice of such breach from the non-breaching party.

    4. Effects of Termination. Upon termination or expiration of this Agreement for any reason: (a) any amounts owed to BPC under this Agreement before such expiration or termination will be immediately due and payable, including related expenses; (b) all licenses granted to Customer in this Agreement will immediately cease to exist; (c) Customer must promptly discontinue all use of the Solution, erase all copies of the Solution and Documentation from Customer’s computers, and return to BPC or destroy all copies of the Solution and Documentation on tangible media in Customer’s possession; and (d) each party will promptly return to the other party all Confidential Information of the other party in its possession. 

    5. Survival. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (External Offerings), 3.4 (Customer Obligations), 3.5 (Artificial Intelligence), 6 (Fees and Payment), 7.3 (Disclaimers), 9 (Limitation of Liability), 10 (Proprietary Rights), 11 (Confidentiality), 12.4 (Effects of Termination), 12.5 (Survival), and 13 (General) of this Agreement, together with any accrued payment obligations, will survive expiration or termination of this Agreement for any reason.

  13. General.

    1. Publicity. BPC may, subject to Customer’s approval of content, not to be unreasonably withheld, conditioned, or delayed, (a) create a general contract announcement press release indicating that the parties have entered into this Agreement, (b) use Customer’s business name and logo in written materials and its website identifying BPC’s customers and in other appropriate promotional materials; (c) identify Customer in applicable case studies; and (d) identify Customer as a reference for prospective customers and the media (provided that Customer will not be obligated to comment in any way).

    2. Non-Disparagement. Each party shall not disparage, denigrate, or make any critically negative statement (whether verbally, in writing, electronically, through social media, by word, by gesture, or through any other means of communication) about the other party, its business, or any of its directors, officers, managers, members, employees, agents, or representatives. Nothing herein shall prevent the party from testifying truthfully in connection with any litigation, arbitration, or administrative proceeding when compelled by subpoena, regulation, or court order to do so.

    3. Compliance with Laws. The Solution may be subject to export restrictions. Customer will comply with all applicable export and import control laws and regulations in its use of and access to the Solution and, in particular, Customer will not export or re-export the Solution without all required government licenses and Customer agrees to comply with the export laws, restrictions, national security controls, and regulations of all applicable domestic and foreign agencies or authorities.

    4. Assignment. Except as expressly authorized by BPC in writing, Customer may not assign, delegate, or transfer, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement to any third party. Any attempted or purported assignment or transfer in violation of the foregoing will be null and void. BPC may assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise.

    5. Force Majeure. Except for payments due hereunder, neither party will be liable under this Agreement for failure or delay in the performance of its obligations arising from any cause which is beyond the reasonable control of such party.

    6. Notices. All notices or demands required hereunder will be in writing and will be delivered personally or sent by certified or registered mail, return receipt requested, or by overnight express service, e.g., Federal Express or Airborne Express, to the appropriate party, their successor, or other designee or officer of the party. Any notice or demand mailed as aforesaid will be deemed to have been delivered on the date of delivery or refusal, as the case may be, set forth on the return receipt. Notices to BPC shall be addressed to Bryant Park Consulting, Inc., Attn: Legal Department, 521 Fifth Avenue, 17th Floor #341, New York, New York, 10175. Notices to Customer shall be addressed to the Customer’s address set forth on the Order. Either party may change its address for notice by giving notice of the new address to the other party.

    7. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to its choice of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement will be brought in the federal or state courts in Wilmington, Delaware, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

    8. Remedies. Except as expressly stated to the contrary in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Solution contains valuable trade secrets and proprietary information of BPC, that any actual or threatened breach of Section 3 (License Grant and Other Rights; Customer Obligations), Section 11 (Confidentiality), or Section 13.2 (Non-Disparagement) will constitute immediate, irreparable harm to BPC for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, Customer agrees to waive any bond that would otherwise be required.

    9. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    10. Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

    11. Subcontractors. Customer acknowledges and agrees that BPC may hire subcontractors to perform certain services hereunder. BPC will be responsible for the direction and coordination of the services of each subcontractor and Customer will have no obligation to pay any subcontractor directly.

    12. Interpretation. In this Agreement: (a) any headings are for reference purposes only and shall not be used in the construction and interpretation of this Agreement; (b) whenever required by the context, the singular shall include the plural, the plural number shall include the singular, and the gender of any pronoun shall include all genders; (c) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (d) “includes”, “including”, “for example”, “such as”, and similar terms are not words of limitation; (e) the word “or” is not exclusive; (f) a monetary amount is in U.S. dollars (unless otherwise expressly specified); and (g) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement.

    13. Modification. BPC may modify this Agreement at any time, upon written notice to Customer. Any such modification will become effective with respect to the applicable Order upon the commencement of the Renewal Term for such Order following the date of such notice. If Customer does not agree to the modified Agreement, Customer may choose to not renew the then-current Initial Term or Renewal Term (as applicable). Except as otherwise set forth in this Section, this Agreement may not otherwise be modified except by a written amendment signed by an authorized representative of each party.

    14. Entire Agreement. This Agreement (including the Orders hereunder and the attachments and exhibits hereto or thereto) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral, regarding such subject matter.. Once signed, any reproduction of any Orders hereunder, or any attachment or exhibit hereto or thereto, made by reliable means (for example, photocopy or facsimile) is considered an original.

Last Updated: June 18, 2025