KarSun Enterprises, Inc. dba Parallelle

KARSUN ENTERPRISES _____TERMS AND CONDITIONS FOR INFLUENCERS These Terms and Conditions and the Statement of Work (“SOW”) together form the agreement between _________ (“Influencer,” “You” or “Your”) and Karsun Enterprises ____ (“Karsun,” “Us” or “Our”) (collectively, the “Agreement”) effective as of the Effective Date defined in the Statement of Work. The Agreement constitutes an agreement between You and Karsun governing Your role as an Influencer for Karsun and your performance as defined in the SOW (the “Services”) for Karsun as of the Effective Date. Karsun believes in following industry best practices, including full, fair and effective disclosures of material facts relating to Your relationship with Karsun in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC Guides”) and with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party web sites, platforms or applications (collectively “Laws”). As such, we require that You adhere to the Laws when rendering the Services and while otherwise conducting Yourself on the Internet in any way which impacts Karsun and/or the Services. 1. Engagement. In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Karsun engages Influencer to perform, and Influencer agrees to perform, the Services for the fees and compensation set forth in the SOW. Except as otherwise expressly provided herein, or as otherwise expressly stated in the SOW, Influencer will perform the Services at its own expense and using its own resources and equipment. Notwithstanding the foregoing, Karsun may provide to Influencer, in its sole discretion, where applicable, its products, guidelines, scripts, product information, social media hashtags, marketing and advertising documents, and other relevant documentation (collectively, the “Karsun Materials”) to Influencer solely for use in Influencer’s performance of the Services. 2. Intellectual Property Rights. (a) Work Product. Any works created by Influencer during or in relation to (i) performing the Services, (ii) sharing or providing other video, photo, written or verbal content related to Services, and/or (iii) derived, adapted, published, performed, duplicated, copied or otherwise created or authored in connection with the Services, shall be as a “work made for hire” (in the broadest sense, including but not limited to, any definitions under U.S. copyright law, U.S. trademark law, and other laws and regulations), which work product, including all copyrights, trademarks and other intellectual property rights embodied therein (collectively, the “Work Product”) shall be owned exclusively by Karsun. Karsun may utilize the Work Product without restriction or notice. Influencer shall make no claim, whether publicly, privately, with any government agency or department, or otherwise, to ownership of the Work Product.(b) Assignment. In the event any portion of the Work Product is not considered “work made for hire,” or as otherwise necessary to ensure full ownership of the Work Product by Karsun, Influencer hereby assigns to Karsun all right, title, and interest in and to such Work Product. Influencer shall sign any additional documents and take any further steps that may be reasonably necessary to effect such assignment.(c) Intellectual Property Rights. No license or other right of any kind is granted by Karsun to Influencer, except as expressly provided in these Terms and Conditions. Influencer shall not use Karsun’s copyrights, trademarks, trade names, trade dress, trade secrets, patents, patentable rights, the Karsun Materials, design rights, models, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information as described herein, and all other intellectual property and all pending applications for any of the foregoing and including all renewals, extensions, revivals and all accrued rights of action (the “Intellectual Property”) in any way except to the limited extent as may be expressly agreed in the SOW.(d) Influencer’s Content and Attributes. Without limiting Karsun’s ownership of the Work Product, Influencer acknowledges and agrees that Karsun may use the Work Product in any manner, in whole or in part, and for any purpose in any and in any and all media, form or format (now known or unknown) including and without limitation, on Karsun owned or controlled websites and platforms, social media, in any advertising materials, publications, marketing materials, and/or presentations, in any and all other media, in perpetuity. Any Work Product may be paraphrased, amplified, shortened, edited, and/or put into a slide show or conversational form by Karsun, in its sole discretion (with such resulting work to be Work Product as defined and conditioned hereunder). Influencer further agrees that Karsun may contact (including by means of messages on public social media platforms) Influencer about any Work Product and can use Influencer’s Work Product and include Influencer’s name/likeness/social media handle or channel/blog name and any other Influencer attributes in any manner, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio).3. Representations and Warranties. (a) Influencer represents and warrants that: (i) Influencer has the right (A) to provide the Services and Work Product and that the provision of the Services and Work Product, does not and will not infringe any intellectual property or other rights of third parties, and (B) to assign the Work Product to Karsun as set forth in Section 2; (ii) the Work Product will be original material solely of his or her own creation, has not been copied, has not previously appeared anywhere and has no pre-existing form; (iii) the Work Product, including the publishing thereof, will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any third party, person or entity, whether contractual, statutory or common law and no other person or entity throughout the universe can claim any rights to the Work Product; (iv) to the extent the Work Product contains material excerpted from other copyrighted sources prior to publishing the Work Product, Influencer has obtained permission for the usage and publishing of such material; (v) the Services shall be promptly rendered by Influencer with in a good and workmanlike manner, due care, professionalism and in compliance with all applicable laws, and shall be of first-rate quality; (vi) Influencer will not commit any act which brings Karsun or its owners, employees, agents or contractors into public disrepute, contempt, scandal, or ridicule; (vii) Influencer will not commit any act which insults or offends the general community, or which might tend to harm Karsun or any of its or products or services including, without limitation, disparaging Karsun, its owners, employees, agents or contractors, its products or services; (viii) Influencer’s statements, posts, videos, and feedback are true and accurately reflect Influencer’s honest and truthful opinions and actual experiences with Karsun and, to the extent applicable, Karsun’s competitors’ products and/or services; (ix) Influencer will comply with all Laws, including, without limitation, by making disclosures in accordance with the FTC Guides as further detailed in 3(b) below, in rendering the Services; and(x) Influencer is at least 18 years of age and has the right to contract in Influencer’s own name.(xi) Influencer will only make a factual statement or implication about Karsun or Karsun’s product/service’s characteristics or quality which Influencer knows for certain is true and can be verified, and for which You have support for such claims. (xx) Influencer shall take all reasonable steps necessary to protect Influencer’s privacy (and keep in mind that Your posts are public) such as refraining from making public Influencer’s home address, personal information, family information, or any other of Influencer’s personal or identifying data; (xxi) Influencer shall take all reasonable steps necessary to protect others’ privacy including refrain from including personal information about any third party that has not been voluntarily made available by them for You to share in Your posts including any information that may make it reasonably possible for someone to identify another person; (xxii) Influencer shall take all reasonable steps necessary to protect the privacy of Karsun and its owners, employees, and agents; (xxiii) Influencer shall take all reasonable steps necessary to keep its social media accounts and all Karsun Materials secure including, without limitation, keeping log-in/usernames, passwords, PINs, and other points of entry private and inaccessible to third parties, including those living, visiting, or working in Influencer’s own household, utilizing computer and Internet passwords or other access codes, 2-factor authorizations, encrypting hard drives, antivirus software, a router, a Virtual Private Network, and by keeping all Karsun Materials and documents and other items related thereto in a designated work area and not accessible to others; and (xxiv) Influencer shall create posts, social media statuses, tweets and/or comments in good taste and free of inappropriate language and/or any content promoting or reflecting bigotry, racism, or discrimination based on race, gender, nationality, religion, disability, sexual orientation, age or class. (b) DISCLAIMER OF WARRANTIES BY KARSUN. EXCEPT AS EXPLICITLY PROVIDED IN THE AGREEMENT, KARSUN’S PRODUCTS, SERVICES, THE KARSUN MATERIALS, AND INTELLECTUAL PROPERTY (INCLUDING ANY SOFTWARE AND DOCUMENTATION) ARE PROVIDED HEREUNDER “AS IS” AND “AS AVAILABLE.” KARSUN MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PRODUCTS, SERVICES, AND INTELLECTUAL PROPERTY. EXCEPT AS EXPLICITLY PROVIDED IN THE AGREEMENT, KARSUN DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO KARSUN’S PRODUCTS, SERVICES, THE KARSUN MATERIALS, AND INTELLECTUAL PROPERTY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT THE PRODUCTS, SERVICES, THE KARSUN MATERIALS, AND INTELLECTUAL PROPERTY WILL BE UNINTERRUPTED, DEFECT-FREE OR ERROR-FREE OR THAT THE SAME WILL MEET YOUR REQUIREMENTS OR THAT ALL ERRORS IN THE SAME WILL BE CORRECTED OR THAT USE OF THE SAME WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS, RULES AND REGULATIONS, FOREIGN LAW, TREATIES, AND CONVENTIONS. YOU AGREE TO USE THE PRODUCTS, SERVICE, THE KARSUN MATERIALS, AND INTELLECTUAL PROPERTY AT YOUR OWN RISK. 4. Requirements in Rendering the ServicesInfluencer agrees to abide by the following requirements in rendering the Services:(i) Influencer agrees that time is of the essence in connection with all schedules, deadlines, and timetables set forth in the Statement of Work, and otherwise mutually agreed upon, in writing, by Karsun and Influencer; (ii) Influencer shall not post nor share (directly or indirectly) any content containing or consisting of a third party’s intellectual property including copyright, trademark, trade secret and trade dress, including someone’s name, likeness, image, or voice, unless Influencer has obtained express written permission for such usage directly from such third party, which permission Influencer shall provide a copy of such written permission to Karsun prior to the public posting of such content. Examples include photographs, videos, music (including song lyrics), trademarks or logos, brand names or brand packaging, personal names or likenesses (including that of celebrities), quotes and writings. This includes, but it not limited to, any props, clothing, accessories, or other items you wear or use in videos and photographs relating to the Work Product;(iii) In accordance with FTC guides, Laws, and Karsun’s policy of full transparency, Influencer shall include a disclosure with all Work Product which Influencer shares publicly, including stating that (a) Influencer has a material connection to Karsun, e.g., the fact that Your post is sponsored by client or #ad or #clientsponsored, and (b) was compensated or otherwise incentivized to post the Work Product. Influencer shall make such disclosure in close proximity to any statements that Influencer makes about Karsun or Karsun’s products. Such disclosure shall be clear and prominent enough for consumers to view it when they are reading your posts (instead of, e.g., buried behind links). Such disclosure shall not require a customer to click on, scroll down or mouse over a link in order to view such disclosure. Such disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad (preferably at the beginning of the tweet). Karsun reserves the right to specify the form and content of such disclaimers. Note that while Karsun may provide recommendations and options for disclosures, Karsun is not responsible for any failure by You to comply with the FTC Guides or Laws or any failure by You to obtain all third-party clearances and permissions with respect to content You post;(iv) Karsun has the right to inspect and/or approve the topics and content of Work Product prior to posting by Influencer and to request revisions if such materials are not approved, such request to be made to Influencer within two (2) business days of Influencer’s submission of such materials. Influencer agrees to submit revised materials within two (2) day(s) of receiving a request for revision from Karsun; and(v) Influencer shall cooperate with Karsun with regard to Karsun’s monitoring of Influencer’s social media accounts for compliance and reporting purposes.5. Indemnity and Release(a) Influencer shall defend, indemnify and hold harmless Karsun and its respective principals, officers, directors, employees, affiliates, business partners and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Influencer’s breach of the Agreement or any of Influencer’s representations and/or warranties hereunder, (ii) the use of the Work Product or exercise of the rights granted hereunder, (iii) Influencer’s use of third party products or content in performing the Services; and (iv) the negligence or willful misconduct of Influencer or any of Influencer’s subcontractors.(b) Influencer, for herself/himself, her or his heirs, executors and administrators, hereby releases, waives, discharges, absolves, agrees to hold harmless, and covenants not to sue, Karsun and its principals, agents, employees, officers, directors, affiliates, successors and assigns (collectively, “Released Parties”), from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense whatsoever which Influencer, his/her heirs, executors, administrators and assigns had, now have or hereafter may have, by reason of any matter connected in any way with the Released Parties’ exercise of their express or implied rights hereunder, including but not limited to the right to use Influencer’s name, voice or likeness, it being understood that the Release Parties shall be free to use Influencer’s name, voice and likeness in any manner in connection with the Services-Related Content or otherwise in support of the purposes of these Terms.6. LIABILITY LIMITATIONS & LIABILITY CAPA. LIABILITY LIMITATIONS. UNDER NO CIRCUMSTANCES WILL KARSUN BE LIABLE TO INFLUENCER FOR: LOSS OF REVENUE; LOSS OF DATA; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF SOCIAL MEDIA FOLLOWERS OR ANTICIPATED AMOUNT OF SOCIAL MEDIA FOLLOWERS; LOSS OF BRAND VALUE OR ANTICIPATED BRAND VALUE; LOSS OF, OR CONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF LOSS OR DAMAGE ALREADY LISTED), WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS BY INFLUENCER OR ANY THIRD PARTY ARISING OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER TERM, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. B. LIABILITY CAP. NOTWITHSTANDING THE FORM OR NATURE (E.G., CONTRACT, TORT, STATUTORY, COMMON LAW, DIRECT LIABILITY OR INDEMNIFICATION, INFRINGEMENT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY INFLUENCER OR THIRD PARTY, IN NO EVENT WILL KARSUN BE LIABLE FOR DAMAGES, EXPENSES, COSTS, LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES TO INFLUENCER AND/OR THIRD PARTIES, THAT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO INFLUENCER UNDER THIS AGREEMENT FOR THE PAST SIX MONTHS (“LIABILITY CAP”). Such Liability Cap is a maximum and shall not be used, control or be considered if: (i) Karsun’s liability or obligations are in amounts which would be or are below the Liability Cap either pursuant to this Agreement or otherwise or (ii) if Karsun has no liability either otherwise or pursuant to disclaimers in this Agreement. Influencer will not be entitled to, and hereby waives any right to seek, injunctive relief to enforce the provisions of these Terms, and Influencer’s sole remedy for any breach by Karsun shall be to recover monetary damages, if any, subject to the terms and conditions herein.7. Relationship of Parties. Influencer’s relationship with Karsun is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Influencer will not be entitled to any of the benefits that Karsun may make available to its employees. Influencer is not authorized to make any representation, contract, or commitment on behalf of Karsun unless specifically requested or authorized in writing to do so by an authorized officer of Karsun. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under these Terms and will hold Karsun harmless from and against any tax liability associated with fees hereunder. No part of Influencer’s compensation will be subject to withholding by Karsun for the payment of any social security, federal, state, or any other employee payroll taxes. 8. Term and Termination (a) Term. The initial term of these Terms shall commence on the Effective Date and continue in full force and effect until (i) the end of the Initial Term, (ii) terminated as set forth herein or (iii) completion of all Services specified in the Statement of Work(s), whichever is earliest. (b) Termination. (i) Without Cause. Either party may terminate this Agreement, without cause, on sixty (60) days written notice to the other party, sent in accordance with the notice provision of this Agreement. (ii) With Cause. Karsun may terminate these Terms and/or the Services under any Statement of Work immediately in the event of a material breach by Influencer, including, but not limited to, any violation of the Laws by Influencer, or if Influencer fails to make social media or other disclosures in the manner set forth in the FTC Guides and/or as instructed by Karsun. (c) Effect of Expiration or Termination. Upon expiration or termination of the Agreement, Influencer must return any Karsun Materials supplied hereunder. The following sections of these Terms and Conditions survive its expiration or termination: 2, 3, 5, 6, 7, 9 and 10, and any other provision or partial provision which by its nature would reasonably survive the termination of the Agreement.9. Confidential Information. Karsun may or has disclosed to Influencer, or Influencer may otherwise receive access to certain information (including, but not limited to, Karsun’s or its customer’s identity, information, customer and vendor lists, creative works, marketing strategies, pending products, proposals, pricing), and other confidential and proprietary information not generally known to the public which is not generally known, non-public and/or proprietary information (“Confidential Information”), that is treated as confidential by the Karsun, or would otherwise be reasonably considered to be confidential whether disclosed in oral, visual, written, electronic, or other tangible or intangible form and whether or not marked or designated as “confidential.”Influencer, until the later of (a) the expiration of two (2) years after the termination of this Agreement, or (b) the expiration of two (2) years after the last disclosure of Confidential Information by Karsun, shall not disclose or permit access to Confidential Information to any third party and Influencer shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a reasonable degree of care. Given the unique nature of the Confidential Information, and the likelihood of a breach causing irreparable harm, Influencer agrees that Karsun will not have an adequate remedy at law if Influencer violates any of the terms of this Agreement. In the event of a breach or suspected breach of the provisions of this Agreement, Influencer shall immediately notify Karsun. Karsun shall have the right, in addition to any other remedies available to it at law or in equity, including the right to monetary damages, compensation for unjust enrichment, a reasonable royalty rate, or exemplary damage, to seek injunctive relief or other equitable relief to restrain any breach or threatened breach of this provision or specific enforcement of such terms without the necessity of posting a bond. Karsun’s Confidential Information shall remain the sole and exclusive property of Karsun. The parties hereto recognize and agree that any damages suffered by Karsun as a result of the breach of this section will be extremely difficult or impossible to estimate accurately and would be difficult to prove. For the foregoing reasons, should Influencer violate any of the terms of this section, Influencer shall pay to Karsun, promptly upon demand, $100,000 as liquidated damages. The parties intend that liquidated damages would serve to compensate Karsun for any breach of obligations under this section and they do not intend for it to serve as punishment or penalty for any such breach. Additionally, Influencer shall pay all costs, expenses and actual attorneys’ fees incurred by Karsun in enforcing the terms and conditions of this section of the Agreement.Within five (5) business days of the expiration or termination of this Agreement or otherwise at the written request of Karsun, Influencer shall do the following: (a) return to Karsun all copies of Karsun’s Confidential Information, and (b) at Karsun’s sole option, Karsun may waive the requirements in this section above and agree to allow Influencer to destroy all Confidential Information in its possession provided that Influencer certify to the Company that such Confidential Information (and/or such notes) has been destroyed.10. Non-compete/Non-solicitation/No conflict of interest/Non-Disparagement/Non-circumvent.Influencer is not subject to, and will not accept, and within the twelve (12) months prior to the Effective Date has not performed, any obligation that is inconsistent or incompatible with Influencer’s obligations under the Agreement. Further, Influencer acknowledges and agrees that Karsun’s relationships with its customers, brands, agencies and entities that use Karsun’s services and products (“Customers”) are of great value to Karsun. Accordingly, Influencer agrees that during the term of this Agreement and for one (1) year thereafter, Influencer will not directly or indirectly solicit or engage any Customer to purchase products or services similar to those provided by Karsun, other than through Karsun.During the Term of this Agreement, and any subsequent terms, and for a period of one (1) year thereafter, Influencer will not directly or indirectly own, manage, operate, control, be employed by, contract with, participate in, advertise for, or be connected in any manner, with any type of business similar to the type of business conducted by Karsun, except as expressly authorized in advance, in writing, by Karsun.During the Term of this Agreement and after the termination of this Agreement for any reason, Influencer shall not make any statement disparaging Karsun, or any member, principal, officer, director, shareholder, employee, affiliate, contractor or agent of Karsun.Influencer shall not, in any way whatsoever either directly or indirectly, by-pass, compete, avoid or circumvent this Agreement, or Karsun, and its rights in the Work Product, the Confidential Information, or Intellectual Property. Moreover, Influencer will not, directly or indirectly, contact, deal with or otherwise become involved with any entity, in whole or in part, to avoid the obligations under this Agreement, to compete with Karsun or which deprives Karsun of the benefits or protections of this Agreement. 11. Reporting. Influencer shall provide, together with Influencer’s invoices, reports to Karsun reflecting all of Influencer’s posts and videos on behalf of Karsun, including (i) Instagram Photo Metrics (impressions, overall reach, likes/comments, saves for later), (ii) Instagram Stories (impressions, viewers, replies, link open), and (iii) YouTube (number of views, likes and comments within the first 72 hours of public posting). 12. Miscellaneous.(a) Subcontracting and Assignment. Influencer may not (i) subcontract the portion of the Services for which Influencer is to appear personally on screen, via chat or via appearance at live event, as applicable, or (ii) assign this Agreement, without Karsun’s prior written consent, signed by an officer or director of Karsun. (b) Entire Agreement. This Agreement, consisting of these Terms and Conditions, the Statement of Work, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or collateral negotiations, proposals, agreements and understandings, whether oral or written, relating to the subject matter of the Agreement. Any representation, warranty, course of dealing or trade usage not expressly stated in the Agreement shall not be binding. Except as otherwise stated in the Agreement, any amendments to the Agreement must be in writing and executed by the parties. To the extent the terms of a subsequent writing signed by the parties’ conflict with the terms of the Agreement, the terms of the subsequent writing control.(c) Severance. If any provision of the Agreement is held or made invalid or unenforceable for any reason, the invalidity will not affect the remainder of the Agreement and the severed provision shall be interpreted to be consistent with the Agreement.(d) No Waiver. The failure of either party at any time to enforce or require performance of any provision shall not waive or affect such party’s right to enforce any such provision at a later time. (e) Exhibits. All Exhibits, Schedules and other addenda referenced in the Agreement are incorporated into the Agreement by reference. (f) No Reliance. Each party represents and warrants to the other party that it is NOT relying on any promises, guarantees and/or assurances of the other party that are NOT otherwise expressly contained in the Agreement.(g) Notice. Except as otherwise explicitly provided in the Agreement, any notice required or permitted by the Agreement shall be in writing and deemed delivered if delivered (a) by personal delivery when delivered, (b) by sending by overnight courier, (c) by certified or registered mail, return receipt requested, or (d) upon transmission via email to a properly addressed email address as provided in the Statement of Work (deemed received in the absence of a bounce back as undeliverable message). Notices must be sent to the contacts and address in the Agreement, or any new address provided by the permitted notice methods. (h) Governing Law, Dispute Resolution. The laws of the State of New York, without regard to its conflicts of laws provisions, govern the Agreement. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, and the Federal Courts encompassing the State of New York, New York County, for purposes of any action, suit or proceeding arising out of or relating to the Agreement. (i) WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE, AND COVENANT THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR ANY DOCUMENT RELATING HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR IN TORT OR OTHERWISE. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING ALL THE TERMS OF THIS AGREEMENT, INCLUDING THIS SECTION, THAT IT FULLY UNDERSTANDS THE TERMS HEREOF, THE CONTENT AND EFFECT, AND THAT IT VOLUNTARILY AND KNOWINGLY AGREES TO THE TERMS HEREOF, AND THAT IN THE EVENT OF ANY AMBIGUITY IN THIS AGREEMENT, ANY PRESUMPTION THAT SUCH AMBIGUITY SHALL BE CONSTRUED AGAINST THE DRAFTER OF THE AGREEMENT SHALL NOT APPLY TO THIS AGREEMENT. (j) Force Majeure. Neither party shall be liable for failure to perform, or the delay in performance of, any of its obligations under the Agreement other than payment if, and to the extent that, the failure or delay is caused by events beyond its reasonable control including without limitation acts of the public enemy or governmental body in its sovereign or contractual capacity, war, fire, floods, strikes, public health emergencies, epidemics, quarantine restrictions, unavailability of the Internet, civil unrest or riots, acts of terrorism, transportation delays, freight embargoes, public health, state, or national emergencies, or unusually severe weather. The affected party shall use commercially reasonable efforts to avoid or remove the causes of non-performance or delay, and shall continue performance whenever the causes are removed. (k) Captions. Section headings are for reference purposes only and in no way affect the meaning or interpretation of the Agreement.(l) Amendment. This Agreement may be amended only by a written agreement signed by both Parties hereto which expressly amends, terminates, or supersedes this Agreement.(m) No Third-Party Beneficiaries. No provision of this Agreement shall create any third-party beneficiary or other rights in any person (including, without limitation any employee or former employee of the parties or of any of their affiliates) and no provision of this Agreement shall create any rights in any such persons in respect of any workplace benefits or benefit plans of Karsun.(n) Counterparts/Telecopy. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or PDF shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, PDF or similar electronic transmission shall be deemed to be their original signatures for all purposes.(o) Headings. The headings contained herein are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Terms such as "herein," "hereof" and "hereinafter" refer to this Agreement as a whole and not to the particular sentence or paragraph where they appear, unless the context otherwise requires. References in this Agreement to Articles, Sections, Exhibits or Schedules shall be to Articles, Sections, Exhibits or Schedules to this Agreement, unless otherwise indicated. Unless the context otherwise requires: (i) terms used in the plural include the singular, and vice versa; (ii) words in the masculine gender include the feminine, and vice versa; and (iii) the word "including" shall be deemed to mean "including, without limitation."(p) Time is of the Essence. The parties agree that time is of the essence with respect to this Agreement.