TRIPLE WHALE

ENTERPRISE AGREEMENT

THIS ENTERPRISE AGREEMENT (“AGREEMENT”), APPLICABLE TO NEW ORDERS (OR RENEWALS OF EXISTING ORDERS) EFFECTIVE ON OR AFTER OCTOBER 13, 2025, CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN TRIPLE WHALE, INC. (“COMPANY”), AND YOU (TOGETHER WITH THE ENTITY FOR WHICH YOU REGISTER, ACCESS OR USE THE SERVICE, “CUSTOMER”), REGARDING ACCESS AND USE OF THE SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS AND ON BEHALF OF THE ENTITY FOR WHICH YOU REGISTER, ACCESS OR USE THE SERVICE. BY SELECTING THE “ACCEPT”, “SIGN UP” OR SIMILAR BUTTON OR CHECKBOX, OR EXECUTING AN ORDER FORM, PURCHASE ORDER OR OTHER CUSTOMER AGREEMENT REFERENCING THIS AGREEMENT OR BY ACCESSING OR USING THE SERVICE, YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE CUSTOMER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. COMPANY MAY UPDATE THIS AGREEMENT FROM TIME TO TIME AS IT IMPROVES AND UPDATES ITS SERVICES, AND WILL ENDEAVOR TO PLACE A NOTICE ON ITS SITE LOCATED AT HTTPS://WWW.TRIPLEWHALE.COM/, SEND YOU AN EMAIL, AND/OR NOTIFY YOU BY SOME OTHER MEANS OF ANY IMPROVEMENTS AND UPDATES THAT MAY MATERIALLY IMPACT CUSTOMER’S RIGHTS OR USE OF THE SERVICES.

IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, CUSTOMER IS PROHIBITED FROM ACCESSING OR USING THE SERVICE. You may only use the Services if you are of legal age to enter into this Agreement according to the applicable laws and regulations in your jurisdiction.

1. Definitions.

1. “Customer Data” means all other information and data provided by Customer to Company, which may be stored, analyzed, processed and used by the Services including any Personal Data, Inputs or Outputs.  “Customer Data” does not include de-identified information which cannot be linked specifically to Customer or any Personal Data.
2. “Data Processing Addendum” means Company’s current Data Processing Addendum, available at: https://www.triplewhale.com/pages/data-processing-addendum.
3. “Personal Data” means any information relating to an identified or identifiable person provided to Company or the Service by or on behalf of Customer.
4. “Privacy Policy” means Company’s current privacy policy, available at the following URL:  https://www.triplewhale.com/pages/privacy-notice
5. “Order”  means the process by which Customer registers with Company to access and use the Services including any order form, purchase order or electronic registration.
6. “Services”  means the Company products and services identified in the applicable Order, including the technology platform used in providing the foregoing.

2. Company Service.

1. Service.  Subject to all terms and conditions in this Agreement including terms set forth in the applicable Order and any applicable usage limitations, Company grants Customer a limited, nonexclusive, nontransferable, non-sublicenseable, revocable right and license to access and use the Service solely for Customer’s internal business purposes.  
2. Access Credentials.   Customer is responsible for maintaining the confidentiality of its access credentials and other account information, and will be liable for any and all activities under its account.  Customer shall be responsible for keeping all account information up-to-date, accurate and complete.  Customer agrees to notify Company immediately of any unauthorized use of Customer’s account or any other breach of security.
3. Customer Data.   Customer hereby grants Company a nonexclusive, royalty-free, perpetual and irrevocable (except with respect to Personal Data), worldwide right and license to access, copy, store,process, distribute, transmit and otherwise use the Customer Data for: (i)  providing, maintain and improving the Services (and support services) and [related] Company products and services, and (ii) generating and using de-identified information which cannot be linked specifically to Customer or any Personal Data.
4. Personal Information.   Customer agrees and acknowledges that Company’s use and processing of the Personal Data is governed by the Privacy Policy and Data Processing Addendum, which are hereby incorporated into this Agreement by reference.  Company will not intentionally disclose, distribute, transmit or use any Personal Data except (a) as set forth in the Privacy Policy and Data Processing Addendum, (b)  as reasonably necessary for Company to provide the Services, (c) as expressly authorized by Customer (d) as required by court order, law or regulation, or if Company reasonably believes that such action is necessary to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, (e) to protect or defend the rights or property of Company or any third party or (f) to enforce this Agreement.
5. Artificial Intelligence. Customer may provide or make available prompts, images, materials, files, and other content to the Services that use generative artificial intelligence (“Input”), and receive images, materials, files, and other content (such as code) generated and returned by those Services based on that Input (“Output”). Input and Output are Customer Data. Output is generated by artificial intelligence. Output is not verified by Company for accuracy and does not represent Company’s views. Company makes no warranty or guarantee as to the accuracy, completeness, or reliability of Output and will in no way be liable or responsible for Customer’s use of Output or any omissions or errors in Output.  Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.  Customer will be responsible for determining suitability for Customer’s use case, including by employing human review of Output and obtaining any relevant clearances.
6. Third-Party Models. Third-party models used in the Services may be subject to additional third-party license terms, and Company may share Customer Data with the third-party provider of the third-party models to provide the Services.
7. Suspension.
   
   1. Company may suspend Customer’s access to any portion or all of the Services if: (a) Company reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of this Agreement; or (iii) Company’s provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Company’s use of any third-party services or products required to enable Customer to access the Services (each, a “Suspension”).
   2. Company will use reasonable efforts to provide written notice of any Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Suspension is cured, where curable. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Suspension.
8. Disclosures and Consents.  Customer will provide any required disclosures to end users of their websites and applications and obtain any necessary consents from such end users, regarding the Services provided by Company.  Customer will maintain and make available on each Customer website a statement of the privacy practices of the operator of that website.

3. Proprietary Rights.

1. Company.  Except for the limited rights and licenses to access and use the Services expressly granted to hereunder, no other license is granted to Customer and no other use by the Customer is permitted. As between Customer and Company, Customer shall retain all right, title and interest in Customer Data and Company (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights) in and to the Services.
2. Restrictions.  Customer shall not, directly or indirectly, and shall not encourage or assist third parties to: (a) use the Services or any other information provided by or on behalf of Company to create any software, platform, service or documentation that is similar to the Service, (b) attempt to access any Services component or to disassemble, decompile, reverse engineer or otherwise discover any source code or underlying organization, structures, ideas or algorithms of the Service, (c) encumber, sublicense, distribute, transfer, rent, lease, lend, access or use the Services in any time-share or service bureau arrangement, (d) copy, adapt, combine, create derivative works of, translate, localize, port, remove proprietary notices from or otherwise modify the Service, or (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information Customer obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.  
3. Platform Data.  In the course of providing the Services, Company may collect statistical data and performance information, analytics, meta-data or similar information regarding the operation of the Services, including Customer’s access to and use of the Services but not including Personal Data (the “Platform Data”). Company shall be free, and nothing in this Agreement shall restrict Company’s right to collect Platform Data and to use it for any business purpose. For clarity, Platform Data does not include Customer Data.
4. Feedback. Customer may voluntarily provide Company feedback, comments, or suggestions concerning the Services (collectively, “Feedback”). To the extent Customer provides Feedback, Custom hereby grants Company the right to use such Feedback to maintain, support, and improve Company’s products and services.
5. Publicity. Company may use Customer’s name and logo to publicly identify Customer as a customer of the Services. Customer will consider in good faith any request by Company to (1) provide a quote from a Customer executive regarding Customer’s motivation for using the Services that Company may use publicly and (2) participate in a public co-marketing activity.

4. Confidentiality

1. In the course of their performance under this Agreement, each party will have access to Confidential and Proprietary Information (as defined below) of the other party. The parties desire to protect the Confidential and Proprietary Information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) or its directors, officers, employees, agents, advisors (including financial advisors and legal counsel) and or partners and the directors, officers, partners and employees of any such agents, advisors or partners (collectively, “Representatives”).
2. For purposes of this Agreement, “Confidential and Proprietary Information” shall include, but shall not be limited to:  (a) all financial, technical, commercial and other information provided by the Disclosing Party or any of the Disclosing Party’s Representatives to the Receiving Party or any of the Receiving Party’s Representatives, regardless of the form of communication, concerning, among other things, the Disclosing Party’s business, technologies, strategies, financial position, operations or assets including the Disclosing Party’s Intellectual Property Rights; financial information and data; research and development plans, methods, data and processes; technical data; manufacturing and production data; business development, marketing and sales plans; and the identities of, discussions with and the course of dealing with any actual and prospective customers, contractors, vendors and other suppliers; (b) all notes, analyses, compilations, forecasts, studies, interpretations, and other documents prepared by the Receiving Party or any of the Receiving Party’s Representatives which contain, reflect or are based upon, in whole or in part, any information furnished by the Disclosing Party or any of the Disclosing Party’s Representatives and (c) passwords or other security or authentication device with respect to a Service.  Failure to mark any Confidential and Proprietary Information as “confidential” or “proprietary” shall not affect its status as Confidential and Proprietary Information under the terms of this Agreement.  As used in this Agreement “Confidential and Proprietary Information” shall not be construed to include information that:  (i) was in the public domain prior to or after the time of disclosure, through no improper action of the Receiving Party; (ii) was in the possession of the Receiving Party at the time of disclosure, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (iii) is received by the Receiving Party from a third party, provided that such Confidential and Proprietary Information was not obtained by such third party, directly or indirectly, from the Disclosing Party and provided further that such third party is not known to the Receiving Party to be bound by a confidentiality agreement or to be otherwise prohibited from transmitting the information by a confidential, legal or fiduciary obligation.
3. The Confidential and Proprietary Information shall be kept confidential by the Receiving Party and its Representatives and neither the Receiving Party nor any of its Representatives shall use any Confidential and Proprietary Information for any purpose except as reasonably necessary to exercise their respective rights and perform their respective obligations under this Agreement.
4. The Receiving Party shall not disclose any Confidential and Proprietary Information to third parties other than the Receiving Party’s Representatives without the Disclosing Party’s prior written consent.  The Receiving Party shall disclose the Confidential and Proprietary Information only to those Representatives who have a need to know.  The Receiving Party shall require its Representatives who have access to the Confidential and Proprietary Information to sign or have signed a non-disclosure or other equivalent agreement that protects the Confidential and Proprietary Information.  A breach of this Agreement by a Representative of the Receiving Party shall be deemed a breach of this Agreement by the Receiving Party.  The Receiving Party shall take reasonable measures to protect the secrecy of, and avoid the unauthorized disclosure or use of, the Confidential and Proprietary Information.
5. Notwithstanding anything to the contrary herein, a Receiving Party shall not be deemed to have violated this Agreement if it discloses Confidential Information in response to a bona fide subpoena, judicial order, or other lawful process issued by a court or governmental agency of competent jurisdiction.  Before doing so, to the extent lawful and commercially practicable, the Receiving Party will provide reasonable written notice to the Disclosing Party before any such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy to prevent or limit such disclosure.  In any event, the Receiving Party will furnish only that portion of the Confidential Information that it is legally required to furnish.
6. The parties agree that the unauthorized disclosure or use of the other party’s Confidential or Proprietary Information would cause irreparable injury to the other party. Accordingly, a party will be entitled to injunctions and other equitable remedies in the event of such disclosure or use, in addition to whatever remedies it may have at law.
7. Customer agrees that if Customer or its representatives direct or instruct Company to disclose or transmit data or information to a third-party entity, including email service providers or other Customer contractors (such entities “Third-Party Partners”), that Company is not responsible for the privacy, security, or integrity of such data or information, and the treatment of such data or information shall be governed by Customer’s relationship or agreement with such Third-Party Partner.  Customer acknowledges and agrees that Third-Party Partners are not sub-processors or sub-contractors of Company, and Company assumes no responsibility or liability for the acts or omissions of Third-Party Partners.

5. Term and Fees

1. Subscription. Except as otherwise agreed by Company, this Agreement will continue in effect from the first time the Customer is provided access to the Services for an initial term of twelve (12) months. Thereafter, this Agreement will automatically renew for successive twelve (12) month terms unless either Party gives the other written notice of termination at least thirty (30) days prior to the expiration of the then-current term. Company may terminate Customer’s access to and use of the Services, at Company’s sole discretion, at any time and without notice or liability to Customer.
2. Fees. Customer shall pay Company the fees as set forth in the Order monthly, without offset or deduction, in US dollars.  Unless otherwise agreed by Company, subscription fees will be calculated as set forth in the pricing chart identified in Exhibit A and based on Customer’s GMV in the preceding twelve (12) month period as tracked by Shopify.  Customer will be responsible for all wire fees incurred in paying an invoice.  If Customer fails to make any payment when due, without limiting Company’s other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.0% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all out-of-pocket costs incurred by Company in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) Company may suspend Customer’s access to any portion or all of the Services until such amounts are paid in full.
3. Taxes. All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.
4. 60 day Termination. Services come with a 60 day termination right.  If Customer doesn’t receive value from the Service within the first 60 days of the start of Customer’s initial term, Customer may email the point of contact at Company  to cancel the subscription. The termination right set forth in this Section must be requested, in writing, prior to the end of the 60 day period set forth above. The termination shall become effective at the conclusion of 60th day of your initial subscription term. Company will provide a pro-rata refund for any pre-paid unused fees at the conclusion of the 60 day period. Customer may only use the termination once (e.g. if Customer had exercised this termination right with a previously set up account, they are not afforded this termination right upon the creation of a new account). If Customer attempts to message Company and does not receive a reply, Customer will provide a follow-up notice in accordance with Section 9.4.
   

6. Limited Warranty and Disclaimers.

1. Customer Representations and Warranties.  Customer represents and warrants that (a) it has obtained, and will not share any Customer Data with Company unless it has obtained, all necessary rights, consents and authorizations to share the Customer Data with Company in accordance with all applicable laws (b) it will at all times comply with all applicable laws pertaining to this Agreement and the collection, use and disclosure of the Customer Data and (c) Company’s use of the Customer Data in accordance with this Agreement will not infringe, misappropriate or otherwise violate the rights of any third party.  Company.  
2. Company Representations and Warranties. Company represents and warrants to Customer that it will use commercially reasonable efforts to (a) provide and maintain the Services in a professional manner in accordance with applicable industry standards and (b) provide Customer with technical support for the Services in accordance with Company’s standard practices.  
3. Disclaimers.  
   
   1. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. COMPANY (ON BEHALF OF ITSELF AND ITS LICENSORS) MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, OUTPUTS, OR ANY THIRD-PARTY PRODUCTS, SERVICES, OR INTERFACES, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, ACCURACY, COMPLETENESS, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
4. COMPANY DOES NOT WARRANT THAT (A) THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (C) THE USE OF THE  SERVICES OR OUTPUTS WILL RESULT IN ANY PARTICULAR OUTCOME OR BENEFIT. REFERENCES TO THIRD PARTIES IN ANY OUTPUTS DO NOT IMPLY ENDORSEMENT, APPROVAL, OR ANY RELATIONSHIP WITH COMPANY.
5. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE, ERROR, DELAY, OR INTERRUPTION IN THE SERVICES  TO THE EXTENT RESULTING FROM OR ATTRIBUTABLE TO: (I) FAILURES IN ANY TELECOMMUNICATIONS, NETWORKS, OR SYSTEMS; (II) CUSTOMER’S OR ANY THIRD PARTY’S ACTS, OMISSIONS, OR NEGLIGENCE; OR (III) ANY FORCE MAJEURE OR OTHER CAUSE BEYOND COMPANY’S REASONABLE CONTROL.

7. Indemnification.

1. Third Party Claims Against Customer. Company will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any Company-approved settlement of such Customer Claim. "Customer Claim" means a third-party claim, suit, or proceeding alleging that Customer’s paid use of the Services (which includes data Company has used to train a model that is part of the Services) in accordance with these Terms or Outputs generated through such authorized use violates any third-party intellectual property right.
2. Third Party Claims Against Company. Customer will defend Company and its personnel, successors, and assigns from and against any Company Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Company Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Company Claim. “Company Claim” means any third-party claim, suit, or proceeding related to Customer’s or its Users’ (a) Inputs or other data provided by Customer, or (b) use of the Services in violation of the Usage Policy, the Services Specific Terms, or Section 2. Company Claims and Customer Claims are each a “Claim”, as applicable.
3. Exclusions. Neither party’s defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party’s fraud, willful misconduct, violations of law, or breach of the Agreement. Additionally, Company’s defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) the combination of the Services or Outputs with technology or content not provided by Company; (c) Inputs or other data provided by Customer; (d) use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) the practice of a patented invention contained in an Output; or (f) an alleged violation of trademark based on use of an Output in trade or commerce.
4. Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party’s obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.
5. Sole Remedy. To the extent covered under this Section 7 (Indemnification), indemnification is each party’s sole and exclusive remedy under these Terms for any third-party claims.

8. LIMITATION OF LIABILITY.  

1. IN NO EVENT SHALL COMPANY, ITS AFFILIATES AND ITS OR THEIR CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OF DATA, LOSS OR INTERRUPTION OF USE, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (B) ANY MATTER BEYOND ITS REASONABLE CONTROL INCLUDING ERRORS ON CUSTOMER SYSTEMS, OR (C)  INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS OR THEIR CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID TO COMPANY BY CUSTOMER FOR THE SERVICE DURING THE PRIOR 6 MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED IN THIS AGREEMENT.
   

9. General Provisions.

1. Entire Agreement.  This  Agreement  (including  the  Privacy  Policy,  Data  Processing  Addendum  and  any applicable   Order   incorporating   this   Agreement)   constitutes   the   entire   agreement,   and   supersedes   all   prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom).  The failure of either party to enforce its rights under thisAgreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.   If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is in English only, which language shall be controlling in all respects.   No version of this Agreement in another language shall be binding or of any effect
2. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflicts of law provisions.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Unless waived by Company in its sole discretion, exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Delaware, and both parties consent to the jurisdiction of such courts with respect to any such action.  Notwithstanding the foregoing, nothing herein will limit either party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction.Any Dispute will be determined in English by final, binding arbitration according to the region-specific processes below. Judgment on any award issued through the arbitration process in this Section 8.2 may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.
3. Remedies.  Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity.  Customer agrees that, in the event of any breach or threatened breach of Section 3, Company will suffer irreparable damage for which it will have no adequate remedy at law.  Accordingly, Company shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.
4. Notices.  All notices under this Agreement will be in writing, in English and delivered to the parties at their respective addresses stated herein, in the Order or at such other address designated in this Agreement, the applicable Order Form, or by a separately provided address by written notice.  Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or electronic mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. Any notices sent to Company shall be sent as provided in this Section and also by electronic mail concurrently to legal@triplewhale.com.
5. ​​Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available by the Services infringe your copyright, you (or your agent) may send to Company a written notice by mail, e-mail or fax, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to the Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Company’s Legal Department] as follows: By mail to 266 North 5th Street, Attn:Legal, Columbus, OH 43215; by e-mail to legal@wunderkind.co.
6. Assignment.  This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by Customer without Company’s prior written consent, not to be unreasonably withheld.  
7. Independent Contractors.  The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
8. Acknowledgment.  Customer acknowledges that (a) it has read and understands this Agreement, (b) it has had an opportunity to have its legal counsel review this Agreement, and (c) this Agreement has the same force and effect as a signed agreement.
9. Force Majeure. Company will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control.