THIS END-USER AGREEMENT (“Agreement”) is made and entered into by and between Mergers Marketing Inc. d/b/a Background Screeners of America,
                    a California corporation with offices at 9333 Melvin Ave. Northridge, CA 91324 (“Company”) and
                    
                    (“End-User”). This Agreement shall be effective on the date of last signature below (the “Effective Date”).
                                                        
                
1. General
                End-User is engaged in the business of: (insert description of the industry or nature of your business)
                    
                    End-User represents that it is a legal entity in good standing with a legitimate permissible
                    purpose for requesting the Services offered by Company. 
                
                    In connection with the Services (as such term is defined at backgroundscreenersofamerica.com/services) provided pursuant to the terms of this Agreement,
                    Company strives to deliver accurate and timely information products to assist End-User in making intelligent and informed decisions for a permissible
                    purpose under applicable law. To this end, Company assembles information from a variety of sources, including databases maintained by consumer reporting
                    agencies containing information from public records, other information repositories and third-party researchers. End-User understands that these information
                    sources and resources are not maintained by Company. Therefore, Company cannot be a guarantor that the information provided from these sources is absolutely
                    accurate or current. Nevertheless, Company has in place reasonable procedures designed to respond promptly to claims of incorrect or inaccurate
                    information in accordance with applicable law.
                
                2. End-User’s Certification of Fair Credit Reporting Act (FCRA) Permissible Purpose(s)
                
                    End-User hereby certifies that all of its orders for information products from Company shall be made,
                    and the resulting reports shall be used, for the following Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.,
                    permissible purposes only (please check all that apply):
                
                
                    
                        
                        
                            Employment Screening
                            Section 604(a)(3)(B). For employment purposes including contractors, volunteers or evaluating a consumer for employment, promotion, reassignment, retention as an employee, where the consumer has given prior written permission.
                         
                     
                    
                        
                        
                            Tenant Screening
                            For Tenant Screening Purposes at the written direction of the consumer to whom the report relates.
                         
                     
                    
                 
                
                End-User will certify the specific permissible purpose at the time the report is requested. 
                3. End-User’s Certification of Legal Compliance
                End-User certifies to Company that the information products it receives will not be used in violation of any applicable federal, state or local laws,
                    including, but not limited to the Fair Credit Reporting Act and Title VII of the Civil Rights Act of 1964. End-User accepts
                    full responsibility for complying with all such laws and for using the information products it receives from Company in a legally
                    acceptable fashion. To that end, End-User agrees to comply with and provide all statutorily required notices in Section 615 of
                    the Fair Credit Reporting Act or other state laws when using information products. End-User further accepts full responsibility
                    for any and all consequences of use and/or dissemination of those products. End-User further agrees that each consumer report
                    will only be used for a one-time use.
                
                End-User agrees to have reasonable procedures for the fair and equitable use of background
                    information and to secure the confidentiality of
                    private information. End-User agrees to take precautionary measures to protect the security and
                    dissemination of all consumer report or
                    investigative consumer report information including, for example, restricting terminal access,
                    utilizing passwords to restrict access to
                    terminal devices, and securing access to, dissemination and destruction of electronic and hard copy
                    reports. End User agrees to abide by
                    Addendum A attached hereto which is incorporated into and is part of this Agreement.
                
                
                    As a condition of entering into this Agreement, End-User certifies that it has in place reasonable
                    procedures designed to comply with all applicable local, state and federal laws. Company will only
                    keep information it provides to End-User for the lesser of two (2) years or as required by
                    applicable law. End-User certifies that it will retain information it receives from Company in
                    accordance with applicable law and will make such information available to Company upon request. In
                    addition, End-User agrees to abide by all Ban the Box laws and certifies that it will not conduct a
                    background check until after conditional offer of employment has been provided. End-Users seeking
                    credit information certify to Company that they have provided all disclosures required by applicable
                    federal, state or local laws, regulations and ordinances to the consumer in connection with such
                    requests and must provide information and sign Addendum B before Company can provide credit
                    information to End-User. Addendum B is incorporated into and is part of this Agreement, if
                    applicable. End-User acknowledges, and agrees to notify its employees that End-User can access
                    credit information only for the permissible purposes listed in the FCRA.
                
                
                    End-User understands that the credit bureaus require specific written approval from Company before
                    the following persons, entities and/or businesses may obtain credit reports: private detectives,
                    private detective agencies, private investigative companies, bail bondsmen, attorneys, law firms,
                    credit counseling firms, security services, members of the media, resellers, financial counseling
                    firms, credit repair clinics, pawn shops (except companies that do only Title pawn), check cashing
                    companies (except companies that do only loans, no check cashing), genealogical or heir research
                    firms, dating services, massage or tattoo services, businesses that operate out of an apartment,
                    individuals seeking information for their own private use, adult entertainment services of any kind,
                    companies that locate missing children, companies that handle third party repossession, companies
                    seeking information in connection with time shares, subscriptions companies, individuals involved in
                    spiritual counseling or persons or entities that are not an End-User or decision maker.
                
                
                    End-User represents that, if it orders credit reports, End-User will have a policy and procedures in
                    place to investigate any discrepancy in a consumer’s address when notified by the credit bureau that
                    the consumer’s address, as submitted by End-User, substantially varies from the address the credit
                    bureau has on file for that consumer.
                
                
                    End-User hereby acknowledges that it has received a copy of the
                    Summary of Rights 
                    (16 C.F.R. Part 601, Appendix A) and Notice of Users of Consumer Reports  (16 C.F.R. Part 601, Appendix C).
                
                
                    End User hereby certifies that, under the Investigative Consumer Reporting Agencies Act (“ICRA”),
                    California Civil Code Sections 1786 et seq., and the Consumer Credit Reporting Agencies Act
                    (“CCRAA”), California Civil Code Sections 1785.1 et seq., if the End User is located in the State of
                    California, and/or the End User’s request for and/or use of Information Products pertains to a
                    California resident or worker, End User will do the following:
                
                
                    - Request and use Information Products solely for permissible purpose(s) identified under
                        California Civil Code Sections 1785.11 and 1786.12.
                    
 
                    - When, at any time, Information Products are sought for employment purposes other than suspicion
                        of wrongdoing or misconduct by the consumer who is the subject of the investigation, provide a
                        clear and conspicuous disclosure in writing to the consumer, which solely discloses: (1) that
                        investigative Information Products may be obtained; (2) the permissible purpose of the
                        investigative Information Products; (3) that information on the consumer’s character, general
                        reputation, personal characteristics and mode of living may be disclosed; and (4) the name,
                        address, telephone number, and website of the Consumer Reporting Agency conducting the
                        investigation; and (5) the nature and scope of the investigation requested, including a summary
                        of the provisions of California Civil Code Section 1786.22.
                    
 
                    - When, at any time, Information Products are sought for employment purposes other than suspicion
                        of wrongdoing or misconduct by the consumer who is the subject of the investigation, only
                        request an Information Product if the applicable consumer has authorized in writing the
                        procurement of the Information Product.
                    
 
                    - When Information Products are sought in connection with the hiring of a dwelling unit, notify
                        the consumer in writing that an Information Product will be made regarding the consumer’s
                        character, general reputation, personal characteristics. The notification shall include the name
                        and address of End User as well as a summary of the provisions of California Civil Code Section
                        1786.22, no later than three days after the date on which the Information Product was first
                        requested.
                    
 
                    - When Information Products are sought in connection with the underwriting of insurance, clearly
                        and accurately disclose in writing at the time the application form, medical form, binder, or
                        similar document is signed by the consumer that an Information Product regarding the consumer’s
                        character, general reputation, personal characteristics, and mode of living may be made, or, if
                        no signed application form, medical form, binder, or similar document is involved in the
                        underwriting transaction, the disclosure shall be made to the consumer in writing and mailed or
                        otherwise delivered to the consumer not later than three days after the report was first
                        requested. The disclosure shall include the name and address of End User, the nature and scope
                        of the investigation requested, and a summary of the provisions of California Civil Code Section
                        1786.22.
                    
 
                    - Provide the consumer a means by which he/she may indicate on a written form, by means of a box
                        to check, that the consumer wishes to receive a copy of any Information Products that are
                        prepared.
                    
 
                    - If the consumer wishes to receive a copy of the Information Products, the End User shall send
                        (or contract with another entity to send) a copy of the Information Product to the consumer
                        within three business days of the date that the Information Product is provided to End User. The
                        copy of the Information Product shall contain the name, address, and telephone number of the
                        person at End User who issued the report and how to contact him/her.
                    
 
                    - Under all applicable circumstances, comply with California Civil Code Sections 1785.20 and
                        1786.40 if the taking of adverse action is a consideration, which shall include, but may not be
                        limited to, advising the consumer against whom an adverse action has been taken that the adverse
                        action was based in whole or in part upon information contained in the Information Product,
                        informing the consumer in writing of End User’s name, address, and telephone number, and provide
                        the consumer of a written notice of his/her rights under the ICRA and the CCRAA.
                    
 
                    - Comply with all other requirements under applicable California law, including, but, not limited
                        to any statutes, regulations and rules governing the procurement, use and/or disclosure of any
                        Information Products, including, but not limited to, the ICRA and CCRAA.
                    
 
                
                
                    - 
                        
When Information Products are Used for Employment Purposes
                        
                            If the information products End-User obtains from Company are to be used for an employment
                            purpose, End-User certifies that prior to obtaining or causing a “consumer report” and/or
                            “investigative consumer report” to be obtained, a clear and conspicuous disclosure, in a
                            document consisting solely of the disclosure, has been made in writing to the consumer
                            explaining that a consumer report and/or investigative consumer report may be obtained for
                            employment purposes. Such disclosure satisfies all requirements identified in the FCRA, as
                            well as any applicable state or local laws and the consumer has authorized, in writing, the
                            obtaining of the report by End-User. End-User understands that Company will not initiate a
                            report for Employment Purposes in the absence of a written authorization. End-User certifies
                            that each time it orders a report, it is reaffirming the above certification.
                        
                        
                            Prior to taking adverse employment action based in whole or in part on the information
                            products provided by Company, End-User will provide to the consumer: (1) a copy of the
                            report, and (2) a description, in writing, of the rights of the consumer entitled: “A
                            Summary of Your Rights Under the Fair Credit Reporting Act.” After the appropriate waiting
                            period, End-User will issue to the consumer notice of the adverse action taken, including
                            the statutorily required notices identified in Section 615 of the Fair Credit Reporting Act.
                        
                        
                            Before taking adverse action based on a criminal record the EEOC Criminal History Guidance
                            recommends that you perform an individualized assessment and or other considerations. To
                            obtain a copy of the EEOC Criminal History Guidance please go to the following website:
                            http://www.eeoc.gov/laws/guidance/arrest_conviction.cfm .
                        
                        
                            Please note, as it relates to criminal history information, Company only reports conviction
                            records and does not report non-conviction information unless a case is pending with a next
                            court date scheduled.
                        
                     
                    - 
                        
When Information Products are Used for the Permissible Purpose of Tenant Screening
                        
                            End-User certifies that it will obtain written authorization from the consumer tenant or
                            resident applicant prior to the procurement of the any consumer report or investigative
                            consumer report by the End-User.
                        
                        
                            If the consumer’s tenant application is denied, or other adverse action is taken based in
                            whole or in part on the information products provided by Company End-User will provide to
                            the consumer: a description, in writing, of the rights of the consumer entitled: “A Summary
                            of Your Rights Under the Fair Credit Reporting Act”, the right to obtain a copy of his/her
                            consumer report and provide the tenant or resident applicant a reasonable opportunity of
                            time to correct any erroneous information contained in the report. End-User certifies that
                            any adverse action notice will comply with the FCRA including but not limited to satisfying
                            all requirements under the FCRA if credit history is a disqualifying factor. If using a
                            credit score, End-User certifies that it will comply with the Dodd-Frank Act and all
                            applicable regulations relating to using a credit score.
                        
                     
                    - 
                        
Investigative Consumer Reports
                        
                            In addition to the disclosure requirements identified above, if the consumer makes a written
                            request within a reasonable amount of time, End-User will provide: (1) information about
                            whether an investigative consumer report has been requested; (2) if an investigative
                            consumer report has been requested, written disclosure of the nature and scope of the
                            investigation requested; and (3) Company’s contact information, including complete address
                            and toll-free telephone number. This information will be provided to the consumer no later
                            than five (5) days after the request for such disclosure was received from the consumer or
                            such report was first requested, whichever is the latter.
                        
                     
                    - 
                        
International Criminal Record Searches
                        
                            End-User understands that searches of international background screening will be conducted
                            through the services of a third-party independent contractor. Because of differences in
                            foreign laws, language, and the way foreign records are maintained and reported. Company
                            cannot be either an insurer or guarantor of the accuracy of the information reported.
                            End-User therefore releases Company and its affiliated companies, officers, agents,
                            employees, and independent contractors from any liability whatsoever about erroneous
                            information received as a result of an international background screening report.
                        
                     
                    - 
                        
National/Multi-State Database Searches
                        
                            Company recommends that End-User screen its applicants or employees at the county
                            court-house or online system, federal, and multi-state/nationwide database levels. End-User
                            understands that if it chooses not to conduct searches at these levels, Company cannot be
                            held responsible for any records that exist that are not included in the End-User’s coverage
                            requested. End-User further understands that the multi-state/nationwide database report will
                            only be offered in conjunction with a county-level verification of any records found and
                            that End-User will bear any additional costs associated with this verification.
                        
                     
                
                4. Additional Requirements for Motor Vehicle Records (MVRs) and Driving Records
                
                    End-User hereby certifies that Motor Vehicle Records and/or Driving Records (MVRs) shall only be
                    ordered in strict compliance with the Driver Privacy Protection Act (“DPPA”, at 18 U.S.C. § 2721 et
                    seq.) and any related state laws. End-User further certifies that no MVRs shall be ordered without
                    first obtaining the written consent of the consumer to obtain “driving records,” evidence of which
                    shall be transmitted to Company in the form of the consumer’s signed release authorization form.
                    End-User also certifies that it will use this information only in the normal course of business to
                    obtain lawful information relating to the holder of a commercial driver’s license or to verify
                    information provided by an applicant or employee. End-User shall not transmit any data contained in
                    the resulting MVR via the public internet, electronic mail or any other unsecured means.
                
                5. Warrants
                
                    During the course of completing background checks, Company may uncover active arrest warrants which
                    are outstanding against the subject. In these cases, Company may be contacted by the law enforcement
                    agency seeking the subject. End-User understands that Company will furnish to law enforcement any
                    information contained within the subject’s file to assist in the apprehension of the subject.
                    Additionally, Company may contact End-User, and End-User agrees to release to Company, any and all
                    information End-User may have which will further the apprehension of the wanted individual.
                
                6. General Provisions
                
                    End-User agrees not to resell, sub-license, deliver, display or otherwise distribute to any third
                    party any of the information products addressed herein, except as required by law. End-User may not
                    assign or transfer this Agreement without the prior written consent of Company. In addition,
                    End-User shall immediately notify Company of any of the following events: change in ownership of
                    End-User (over 50%), a merger, change in name or change in the nature of End-User’s business. The
                    parties understand that this Agreement is for the sole benefit of Company and End-User and no third
                    party shall be deemed a third-party beneficiary of this Agreement. If any of the provisions of this
                    Agreement become invalid, illegal or unenforceable in any respect, the validity, legality and
                    enforceability of the remaining provisions shall not in any way be impacted. By agreement of the
                    parties, California law shall guide the interpretation of this Agreement, if such interpretation is
                    required. All litigation arising out of this Agreement shall be commenced in California, and the
                    parties hereby consent to such jurisdiction and venue. Any written notice by either party shall be
                    delivered personally by messenger, private mail courier service, or sent by registered or certified
                    mail, return receipt requested, postage prepaid to the addresses listed below. This Agreement shall
                    be construed as if it were jointly prepared. Both parties agree that this Agreement constitutes all
                    conditions of service, present and future. Changes to these conditions may be made only by mutual
                    written consent of an authorized representative of End-User and an officer of Company. The headings
                    of each section shall have no effect upon the construction or interpretation of any part of this
                    Agreement.
                
                
                    If End-User is permitted to request consumer reports for employment purposes via Company’s website,
                    then, in addition to all other obligations, End-User agrees to abide by such additional conditions
                    that may be imposed to utilize the website, provide all required certifications electronically, to
                    maintain complete and accurate files containing all required consent, authorization and disclosure
                    forms with regard to each consumer for whom a report has been requested, and maintain strict
                    security procedures and controls to assure that its personnel are not able to use End-User’s
                    Internet access to obtain reports for improper, illegal or unauthorized purposes. End-User agrees to
                    obtain the consumer’s electronic consent to receive any legal or other notices electronically.
                    End-User agrees to allow Company to audit its records at any time, upon reasonable notice given.
                    Breaches of this Agreement and/or violations of applicable law discovered by Company may result in
                    immediate suspension and/or termination of the account, legal action and/or referral to federal or
                    state regulatory agencies.
                
                7. Monitoring Products
                
                    It is the sole responsibility of End-User, and End-User represents and warrants that it maintains
                    reasonable procedures, to promptly notify Company of any personnel changes that are relevant to
                    ensuring accuracy of the checks performed in connection with the monitoring products, including but
                    not limited to MVR, Criminal and Health Care Compliance. In addition, End-User shall comply with all
                    applicable federal, state and local laws in connection with use of the monitoring products,
                    including but not limited to any additional consent requirements under California law.
                
                8. Confidentiality
                
                    Neither party shall reveal, publish or otherwise disclose any Confidential Information to any third
                    party without the prior written consent of the other party. “Confidential Information” means any and
                    all Proprietary Intellectual Property (defined below) or secret data; sales or pricing information
                    relating to either party, its operations, employees, products or services; and, all information
                    relating to any customer, potential customer, Agent, and/or independent sales outlet. The Parties
                    agree to keep this information confidential at all times during the term of this Agreement, and
                    continuing for five years after receipt of any Confidential Information. Notwithstanding anything to
                    the contrary herein, in no event shall Company be required to destroy, erase or return any consumer
                    reports or applicant data related thereto in Company’s files, all of which Company shall maintain as
                    a consumer reporting agency in strict accordance with all applicable federal, state, and local laws.
                
                
                    In connection with Services, End-User may have access to Confidential Information relating to
                    Company’s intellectual property, including but not necessarily limited to trade secrets, service
                    marks, trademarks, trade names, logos, symbols, brand names, software, technology, inventions,
                    processes (that are subject to a patent or otherwise pending) collectively “Proprietary Intellectual
                    Property.” End-User acknowledges and agrees that Company is the sole exclusive owner of all right,
                    title and interest in such Proprietary Intellectual Property and it shall not disclose to any third
                    party the nature or details of any such Proprietary Intellectual Property. End-User further agrees
                    that it has no right to publish, reproduce, prepare derivative works based upon, distribute, perform
                    or otherwise display any of Company’s Proprietary Intellectual Property.
                
                9. Independent Contractor
                
                    The parties agree that the relationship of the parties created by this Agreement is that of
                    independent contractor and not that of employer/employee, principal/agent, partnership, joint
                    venture or representative of the other. Except as authorized hereunder, neither party shall
                    represent to third parties that it is the employer, employee, principal, agent, joint venture or
                    partner with, or representative of the other party.
                
                
                10. Warranties, Remedies, and Limitation of Liability
                
                    End-User understands that Company obtains the information reported in its information products from
                    various third-party sources “AS IS”, and therefore is providing the information to End-User “AS IS”.
                    Company makes no representation or warranty whatsoever, express or implied, including but not
                    limited to, implied warranties of merchantability or fitness for particular purpose, or implied
                    warranties arising from the course of dealing or a course of performance with respect to the
                    accuracy, validity, or completeness of any information products and/or consumer reports, that the
                    information products will meet End-User’s needs, or will be provided on an uninterrupted basis;
                    Company expressly disclaims any and all such representations and warranties.
                
                
                    COMPANY WILL NOT BE LIABLE TO END-USER FOR DAMAGES, AND END-USER HEREBY RELEASES COMPANY FROM ANY
                    LIABILITY FOR DAMAGES ARISING UNDER ANY THEORY OF LEGAL LIABILITY TO THE FULLEST EXTENT THAT
                    END-USER MAY LEGALLY AGREE TO RELEASE COMPANY FROM LIABILITY FOR SUCH DAMAGES. NONETHELESS, IN THE
                    EVENT COMPANY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO END-USER FOR ANY
                    MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, EQUITY, TORT OR
                    OTHERWISE (INCLUDING WITHOUT LIMITATION ANY CLAIM FOR NEGLIGENCE), THE AMOUNT OF DAMAGES RECOVERABLE
                    AGAINST COMPANY FOR ALL SUCH MATTERS WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO COMPANY
                    BY END-USER FOR THE SERVICE TO WHICH A GIVEN CLAIM RELATES PROVIDED PURSUANT TO THIS AGREEMENT AND
                    RECOVERY OF THE AMOUNT IS END-USER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER. IN THE EVENT COMPANY IS
                    LIABLE TO END-USER FOR ANY MATTER RELATING TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, EQUITY OR
                    TORT (INCLUDING WITHOUT LIMITATION ANY CLAIM FOR NEGLIGENCE), AND IN ADDITION TO ANY OTHER
                    LIMITATION OF LIABILITY OR REMEDY SET FORTH IN THIS AGREEMENT, THE AMOUNT OF DAMAGES RECOVERABLE
                    AGAINST COMPANY WILL NOT INCLUDE ANY AMOUNTS FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
                    PROFITS, LOST INCOME, OR LOST SAVINGS, OR FOR ANY AMOUNTS WITH RESPECT TO CLAIMS AGAINST COMPANY,
                    EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY FOR SUCH DAMAGES.
                
                
                    End-User shall indemnify, defend and hold harmless Company, its successors and assigns, officers,
                    directors, employees, agents, vendors, credit bureaus and suppliers from and against any and all
                    claims, suits, proceedings, actual damages, costs, expenses (including, without limitation,
                    reasonable attorneys’ fees and court costs) (“Losses”) brought or suffered by any third party
                    arising or resulting from, or otherwise in connection with information products provided by Company,
                    the content, compliance, method of delivery or effectiveness of any notices, pre-adverse or adverse
                    action letters, any breach by End-User of any of its representations, warranties, or agreements in
                    this Agreement or its negligence or willful misconduct.
                
                
                    Company does not guarantee End-User’s compliance with all applicable laws in its use of reported
                    information, and does not provide legal or other compliance related services upon which End-User may
                    rely in connection with its furnishing of reports. End-User understands that any documents,
                    information, conversations or communication with Company’s representatives regarding searches,
                    verifications or other services offered by Company are not to be considered a legal opinion
                    regarding such use. End-User agrees that (1) it will consult with its own legal or other counsel
                    regarding the use of background screening information, including but not limited to, the legality of
                    using or relying on reported information and to review any forms as well as the content of
                    prescribed notices, adverse or pre-adverse action letters and any attachments to this Agreement for
                    compliance with all applicable laws and regulations and (2) the provision of such notices,
                    pre-adverse or adverse action letters and the contents thereof is the sole responsibility of
                    End-User not Company. End-User acknowledges and agrees that it has no obligation to use, and is
                    solely responsible for independently vetting the contents of, any sample forms that Company has
                    provided or may in the future provide to End-User in connection with this Agreement.
                
                11. Term and Termination
                
                    The term of this Agreement shall begin on the date it is executed by End-User and shall be in effect
                    for one (1) year beginning on the first day of the assigned date below and renewed automatically for
                    one (1) year each year on its anniversary date, if no written notice is received by either party
                    within thirty (30) days prior to end of term.
                
                
                    Except as otherwise provided for herein, either party may cancel this Agreement by giving thirty
                    (30) day written notice to the other party. Company may terminate or revise the provisions of this Agreement
                    immediately upon written notice if End-User undergoes a change in ownership. Termination of this
                    Agreement by either party does not release End-User from its obligations or other responsibilities and agreements made.
                
                
                    In addition to any and all other rights a party may have available according to law, if a party
                    defaults by failing to perform any provision, term or condition of this Agreement the other party
                    may terminate the Agreement by providing written notice to the defaulting party. This notice shall
                    describe with sufficient detail the nature of the default. The party receiving such notice shall
                    have fifteen (15) days from the receipt of such notice to cure the default(s). Unless waived by
                    party providing notice, the failure to cure the default(s) within such period shall result in the
                    automatic termination of this Agreement.
                
                12. Force Majeure
                
                    End-User agrees that Company is not responsible for any events or circumstances beyond its control
                    (e.g., including but not limited to war, riots, embargoes, strikes and/or Acts of God) that prevent
                    Company from meeting its obligations under this Agreement.
                
                13. Waiver
                
                    The failure of either party to insist in any one or more cases upon the strict performance of any
                    term, covenant or condition of this Agreement will not be construed as a waiver or subsequent breach
                    of the same or any other covenant, term or condition; nor shall any delay or omission by either
                    party to seek a remedy for any breach of this Agreement be deemed a waiver by either party of its
                    remedies or rights with respect to such a breach.
                
                14. Severability
                
                    If any provision of this Agreement, or the application thereof to any person or circumstance, shall
                    be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall
                    not affect any other provision of this Agreement that can be given effect without the invalid or
                    unenforceable provision, or the application of such provision to other persons or circumstances,
                    and, to this end, the provisions hereof are severable.
                
                15. Entire Agreement & Execution
                
                    This Agreement and all attachments and exhibits hereto, constitute the entire agreement of the
                    parties and shall supersede any prior agreements governing the subject matter contained herein. This
                    Agreement may be executed in any number of counterparts, each of which shall be deemed an original,
                    but all of which taken together shall constitute one and the same instrument. Both parties agree
                    that an electronic signature on this agreement will be considered valid. A signature on a copy of
                    this Agreement received by either party by facsimile is binding upon the other party as an original.
                    The parties shall treat a photocopy of such facsimile as a duplicate original. The individuals
                    signing below represent that they are duly authorized to do so.