MIMIQ, INC.
MASTER SUBSCRIPTION SERVICES AGREEMENT

Last Updated: January 12, 2024

THIS Master Subscription Services Agreement (“Agreement”) is a legally binding agreement between you (the “Customer,” “you,” or “your”) and Mimiq, Inc. (“Mimiq,” “we,” “us,” “our”). You acknowledge and agree that your use of the Mimiq Products (“Products”) described in the applicable Sales Order form; and associated subscription and other services (collectively, the “Services”) that are accessed via the dashboard on Mimiq’s website (the “Platform”) will be governed by this Agreement, ourPrivacy Policy, and any related terms.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at website_legal@mimiq.io.

Your use of our Products, Platform, and Services shall constitute your acceptance of this Agreement and to all of the terms and conditions stated under this Agreement and our Privacy Policy referenced herein.

PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUALBASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

BY ACCEPTING THIS AGREEMENT, EITHER BY SIGNING THE APPLICABLE ORDER FORM OR BY USING AND NAVIGATING THROUGH OUR PLATFORM THROUGH OUR WEBSITE OR USING MIMIQ PRODUCTS, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR PRODUCTS, PLATFORM, WEBSITE OR SERVICES.

Capitalized terms not defined herein shall have the same meaning ascribed to them under our Privacy Policy.

1. TERRITORIAL RESTRICTION

Our Products, Platform, and Services are only available for use and download outside the European Union. Our Products, Platform, and Services are not available for use or download by residents of, visitors to, or your employees who reside in the European Union (collectively a “European”). If you are a European, please do not download, register, and/or use our Products, Platform, and Services. If you are a resident in the United States of America (“US”), you must comply with this Agreement and our Privacy

Policy. If you are a resident of any other country, please ensure compliance with all local laws prior to using our Products, Platform, and Services.

If you have any questions regarding this Section, please email us at website_legal@mimiq.io.

2. DEFINITIONS

1. “Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Platform and the Services.
2. “Application” means any Mimiq application accessed by the Customer or its Authorized Users (including Customer’s customer) from Mimiq’s webpage, the Apple App Store, Google Play Store, or its equivalent to access the Platform and the Services provided under this Agreement.
3. “Authorized Users” means all users, including but not limited to Customer’s employees, contractors, agents, who are authorized by Customer to access the Platform and Services.
4. “Order Form” means a service order in a form agreed to by the Parties, signed by both Parties, which, among other things, describes the Services, any customization, the prices, the term of the Order Form, and any special terms.
5. “Services” means the services, provided by Mimiq under this Agreement in a Sales Order form, including access to the Platform and the services related thereto, any maintenance, training, configuration, support, subscription, hosting, professional, cloud services and any other service provided by Mimiq to Customer as identified in a Sales Order form.

 3. PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you provide to us when you register for our Products, Platform, and Services. You understand that through your use of our Products, Platform, and Services, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by Mimiq and our affiliates.

4. ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use our Products, Platform, and Services, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Products, Platform, and Services, or not otherwise prohibited from having an account, (c) are not our competitor, or are not using our Products, Platform, and Services for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Products, Platform, and Services.

5. SALE/LEASE TERMS

1. Sale. Subject to and conditioned on Customer’s payment of the Fees and Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, during the Term, Mimiq agrees to sell Products to Customer for Customer’s internal business purposes and not for resale or distribution (“Sale”). Customer agrees and understands that Customer’s use of Products sold under this Agreement is subject to Privacy Policy, as may be updated by Mimiq from time to time.
2. Lease. Subject to and conditioned on Customer’s payment of the Fees and Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, during the Term, Mimiq agrees to lease Products to Customer for Customer’s internal business purposes and not for resale or distribution (“Lease”). Each party agrees and understands that the Mimiq may offer for lease refurbished, used or brand new Products under the Lease. Further Customer agrees and understands that Customer’s use of Products under the Lease is subject to Privacy Policy, as may be updated by Mimiq from time to time.
3. Title. Each party agrees and understands that if the Products are Leased, the title, ownership and rights to Products shall remain with Mimiq during the term of this Agreement and upon its expiration or termination, and Customer shall only have the right to access and use Products and Services as set forth in this Agreement.
4. Damage/Loss. If the Products are Leased, Customer understands and agrees that in case of irreparable damage to or loss of the Products owing to Customer’s use of Products, Customer shall be liable to promptly pay the applicable retail price for the Product to Mimiq.
5. Return of Products. Upon the expiration or termination of the Lease, Customer shall ship the applicable Products with freight and shipping insurance prepaid by Customer to a facility designated by Mimiq.

6. SERVICE LICENSE

Subject to yours and your Authorized Users’ compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Products, Platform, and Services to: (a) download, install, and use our Application, if applicable for your use in accordance with this Agreement on any mobile device owned or otherwise controlled by you strictly in accordance with this Agreement, and (b) access, stream, download, and use on your mobile device our Products, Platform, and Services and content made available in or otherwise accessible through our Products, Platform, and Services, strictly in accordance with this Agreement.

You will not use, copy, adapt, modify, prepare derivative works based upon our Products, Platform, and Services, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Products, Platform, and Services , except as expressly permitted in this Agreement. When using and accessing our Products, Platform, and Services, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply.

YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR PRODUCTS, PLATFORM, WEBSITE AND SERVICES. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO MIMIQ FOR THE ABILITY TO ACCESS OR USE OUR PRODUCTS, PLATFORM, AND SERVICES.

7. ACCESS AND SERVICE RESTRICTIONS

You agree that our Platform, including but not limited to the website, Application, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Mimiq and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Products, Platform and Services or in any manner that is inconsistent with the terms contained in this Agreement.

You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Products, Platform, and Services, in any manner, and you will not exploit our Products, Platform, and Services in any unauthorized way whatsoever, including but not limited to, using our Products, Platform, and Services to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use our Products, Platform, and Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Products, Platform, and Services.

8. RESERVATION OF RIGHTS

You acknowledge and agree that our Products, Platform, and Services are provided for your use. Except to the extent necessary to access and use our Products, Platform, and Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Products, Platform, and Services, whether expressly, by implication, estoppel, or otherwise. Mimiq and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Products, Platform, and Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

9. ACCESS RIGHTS

You can access and use our website at (listed here). If you want to access and use our App, please go to your Google Play Store or Apple App Store to download the App. When downloading and using our App and Platform, you are required to provide us with registration information including personal information. You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our Privacy Policy. You agree to cooperate with us if the security of our Products, Platform, and Services is compromised by you or another person through the use of our Products, Platform, and Services. We will not be liable for any loss or damage arising from your failure to comply with this Section.

We collect personal and business information (as set forth in our Privacy Policy), which we need, from you when you register to use our Products, Platform, and Services. This information is necessary for us to provide our Products, Platform, and Services to you and is stored on our servers to enable us to continue to provide our Products, Platform, and Services to you. Upon your written request, we will provide you with a list of all of the Personal Information that we store on you within sixty (60) days of receiving your request. Also, upon your prior written request, we will delete any such information within sixty (60) days of receiving your request. Notwithstanding, please note that, if you ask us to delete all such information, we will not be able to continue to provide our Products, Platform, and Services to you. Please send your requests to us at website_legal@mimiq.io.

10. REQUIRED CONDUCT AND PROHIBITED CONDUCT

As a condition to access our Products, Platform, and Services, you agree to this Agreement and to strictly observe the following:

1. Required Conduct
   1. Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
   2. Provide accurate information to Mimiq and update from time to time as may be necessary;
   3. ReviewourPrivacyPolicy;and
   4. Review and comply with notices sent by Mimiq, if any, concerning our Products, Platform,and Services.
2. Prohibited Conduct
   1. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Products, Platform, and Services (excluding any user content);
   2. Reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Products, Platform, and Services, or any part thereof;
   3. Utilize information, content or any data you view on and/or obtain from our Products, Platform, and Services to provide any service that is competitive with us;
   4. Imply or state, directly or indirectly, that you are affiliated with or endorsed by Mimiq unless you have entered into a written agreement with us;
   5. Adapt, modify, or create derivative works based on our Products, Platform, and Services or technology underlying our Products, Platform, and Services, or other users’ content, in whole or in part;
   6. Rent, lease, loan, trade, sell/re-sell access to our Products, Platform, and Services or any information therein, or the equivalent, in whole or part;
   7. Access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;

   viii.Use manual or automated software, devices, scripts robots, other means or processes to “scrape”, “crawl” or “spider” any web pages contained on the website;

   9. Useautomatedmethodstoaddcontactsorsendmessages;
   10. Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of ourwebsite;
   11. Attempt to or actually access our Products, Platform, and Services by any means other thanthrough the interface provided by Mimiq;
   12. Attempt to or actually override any security component included in or underlying ourProducts, Platform, and Services;

   xiii.Engage in any action that interferes with the proper working of or places an unreasonable

   load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses, or transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity;

   14. Remove any copyright, trademark, or other proprietary rights notices contained in or on our Products, Platform, and Services, including those of both Mimiq or any of our licensors;
   15. Use any information obtained from our Products, Platform, and Services to harass, abuse, or harm another user; or

xvi.Engage in any action or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive.

11. MIMIQ COMMUNICATIONS

You understand and agree that you may receive information and push notifications from Mimiq via email, text message on your mobile device, or calls to your mobile number, as applicable. You hereby consent to receive communications via email, text message on your mobile device, or calls to your mobile number. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not Mimiq.

1. Email Contact. We may send promotional messages about us and our products and services related to our Products, Platform, and Services to your email. When you send us a query email at website_legal@mimiq.io,you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with this Agreement and our Privacy Policy.
2. Push Notification. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Products, Platform, and Services.

12. PAYMENT

Customer will pay Mimiq for use of the Platform, Products and Services fees whether under Lease or Sale (the “Fees”) in the amount and in accordance with the applicable Sales Order form. Upon payment of the applicable Fees, Mimiq will provide Credentials for Customer and its Authorized Users, who will be granted access to the Platform, Products and Services. Unless otherwise stated in a Sales Order form, the Fees will be billed monthly in advance and will not be refundable.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold Mimiq and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Mimiq and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, Authorized Users, agents, contractors or invitees to comply with applicable laws and regulations.

14. DISCLAIMERS

Your access to and use of our Products, Platform, and Services or any content are at your own risk. You understand and agree that our Products, Platform, and Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Products, Platform, and Services or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Products, Platform, and Services or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Products, Platform, and Services; and (iv) whether our Products, Platform, and Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Products, Platform, and Services, will create any warranty or representation not expressly made herein.

MIMIQ DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER USERS OR THIRD PARTIES VIA OUR PRODUCTS, PLATFORM, AND SERVICES, BUT MIMIQ WILL REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL MIMIQ BE LIABLE IN ANY WAY FOR ANY CONTENT CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY OUR USERS, AND MIMIQ SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.

15. LIMITATION OF LIABILITY

You acknowledge and agree that, in no event will Mimiq be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Products, Platform, and Services, including, without limitation, any information made available through our Products, Platform, and Services pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Products, Platform, and Services. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Mimiq may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Mimiq’s liability will be the minimum permitted under applicable law.

16. TERMINATION

Unless otherwise stated in an applicable Sales Order form signed between you and Mimiq, either you or we may terminate this binding legal Agreement with Mimiq by providing thirty (30) days prior written notice, if the other party fails to perform or observe any material term or condition in this Agreement or the Sales Order form and fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non-breaching party; (b) if the other party (i) makes a general assignment for the benefit of creditors, (ii) admits in writing its inability to pay debts as they come due, (iii) voluntarily files a petition or similar document initiating any bankruptcy or reorganization proceeding, or (iv) involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding will not have been dismissed or stayed within sixty (60) days after such filing; or (c) pursuant to any termination clauses in a Sales Order, if any.

We further reserve the right to suspend or terminate your account or cease providing you with access to all or part of our Products, Platform, and Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement or our Privacy Policy, (ii) you create risk or possible legal exposure for Mimiq; or (iii) our provision of our Products, Platform, and Services to

you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use our Products, Platform, and Services.

All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive and all payment obligations accrued hereunder prior to termination or expiration will survive such termination.

17. COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on our Products, Platform, and Services violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent.

1. Your physical or electronic signature;
2. Identification of the copyrighted work(s) that you claim to have been infringed;
3. Identification of the material on our Products, Platform, and Services that you claim is infringingand that you request us to remove;
4. Sufficient information to permit us to locate such material;
5. Your address, telephone number, and email address;
6. A statement that you have a good faith belief that use of the objectionable material is notauthorized by the copyright owner, its agent, or under the law; and
7. A statement that the information in the notification is accurate, and under penalty of perjury, thatyou are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Mimiq’s Copyright Agent to receive DMCA Takedown Notices can be found here at DMCA Takedown Contact. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Mimiq in connection with the written notification and allegation of copyright infringement.

18. ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

19. ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Products, Platform, and Services in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Products, Platform, and Services to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US

Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.

20. MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our website by posting a modified version of this page, or by a comparable means within a reasonable time period. Your continued use of our Products, Platform, and Services shall constitute your consent to such changes.

21. RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The Customer has no power or authority to bind Mimiq to any obligation, agreement, debt or liability. The Customer shall not hold itself out as an agent or representative of Mimiq.

22. GOVERNING LAW

This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County in the event Customer properly exercises opt-out right set forth in Section 23.

23. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH MIMIQ AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

a. Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Mimiq agree (a) to waive your and Mimiq’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Products, Platform, and Services, resolved in a court, and (b) to waive your and Mimiq’s respective rights to a jury trial. Instead, you and Mimiq agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court). You and Mimiq agree that this Agreement affects interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law. You and Mimiq agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Mimiq agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND MIMIQ AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR MIMIQ WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND MIMIQ WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Mimiq agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.

The decision of the arbitrator shall be final and binding on the parties. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party shall be entitled to recover from the other party the expenses for the arbitrator’s fee, attorney’s fees and travel expenses, expert testimony, and travel expenses of experts, and for all other expenses of presenting the case.

b. Rules of AAA

The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by this Agreement, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.

c. Severability

If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.

d. Opt-Out Right

YOU HAVE THE RIGHT TO OPT OUT OF THIS BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION; BY WRITING TO MIMIQ AT THE STREET ADDRESS PROVIDED AT ARBITRATION OPT-OUT HERE. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 22.

24. MISCELLANEOUS

This Agreement along with our Privacy Policy constitutes the entire agreement between you and Mimiq and supersedes any prior agreements between you and Mimiq with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Products, Platform, and Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Mimiq shall be given by certified mail, postage prepaid and return receipt requested to Mimiq at the street address listed here. Any notices to you shall be provided to you through our Products, Platform, and Services or given to you via the email address or physical address you provide to Mimiq when signing the Sales Order form.