Terms of Service

2.1 Definitions. For purposes of this Agreement, the following definitions apply:
(a) “Customer Data” means information, data and other content, in any form or medium,
that is collected from or generated or uploaded by Customer or an Authorized User, by or through the Platform. Customer Data excludes De-Identified Data and Feedback.
(b) “De-Identified Data” means information, data and other content that is derived by or
through the Platform from Processing Customer Data and is sufficiently different from such Customer Data that neither the specific Customer Data nor any Personal Information included in the Customer Data may be reverse engineered or otherwise identified.
(c) “Feedback” means all suggestions, comments, and other feedback provided by
Customer related to its use of the Platform.
(d) “Intellectual Property Rights” means all patent rights, copyrights, trade secret rights,
rights of publicity, and other intellectual property rights.
(e) “Personal Information” means any information that identifies a specific individual.
(f) “Process” means to take action with respect to data, including to collect, store,
compile, copy, adapt, disseminate, transmit, and analyze. “Processing” and “Processed” have
correlative meanings.
(g) “Provider Materials” means information, data, documents, and materials, including
any deliverables, plans or reports, that are provided or generated by Provider or any subcontractor in connection with the Platform, including De-Identified Data. Provider Materials also include Feedback but exclude Customer Data.
(h) “Third Party Materials” means software, information, data, documents, and materials
relating to the Platform that are not owned by Provider or Customer.

2.2 Ownership of Customer Data. As between Customer and Provider, Customer will remain the
owner of all Customer Data, including related Intellectual Property Rights, subject to the permissions granted in Section 2.3.

2.3 Consent to Use Customer Data. Customer hereby irrevocably grants to Provider:
(a) the right to Process Customer Data solely to the extent necessary to provide the
Platform to Customer and its Authorized Users; and
(b) the right to Process Customer Data in such a way that renders it De-Identified Data. All
De-Identified Data is owned exclusively by Provider. Provider may use De-Identified Data in any legal way without notifying Customer or sharing De-Identified Data with Customer.

2.4 Prohibited Data. Customer understands and agrees that Provider does not collect Personal
Information except for the name, address, phone number, email address and other information of Authorized Users in connection with offering the Platform (solely for the purpose of generating Access Credentials to permit access to the Platform) (“Accepted Personal Information”). Customer acknowledges that the Platform is not designed for Processing the following categories of information:
(a) Personal Information other than Accepted Personal Information; or (b) data that is subject to import/export restrictions (collectively, “Prohibited Data”). Customer shall not, and shall not permit any Authorized User or other Person (defined below) to, provide any Prohibited Data to, or Process any Prohibited Data through, the Platform. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.

2.5 Provider’s Intellectual Property Rights. Provider will be the exclusive owner of all Intellectual Property Rights in and to all Provider Materials. Customer hereby assigns to Provider all Intellectual Property Rights in and to the De-Identified Data and Feedback. Except as expressly provided, nothing in this Agreement grants or licenses to Customer any Intellectual Property Rights in or to the Platform, Provider Materials or Third Party Materials.

3.1 Authorization. Conditioned on Customer’s payment of the Fees and compliance with this
Agreement, Provider authorizes Customer and its Authorized Users to access and use the Platform during the Term for Customer’s internal business operations.

3.2 Limitations and Restrictions.
(a) Except for Authorized Users, Customer shall not, and shall not permit any other
individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity (“Person”) to, access or use the Platform.
(b) Unless expressly permitted by Provider or applicable law, Customer shall not:
(i) copy, modify or create derivative works or improvements related to the Platform or
Provider Materials or copy any ideas, features, functions or graphics of the Platform;
(ii) reverse engineer, disassemble, decompile, or decode the source code of the
Platform or Provider Materials;
(iii) build a competitive product or service;
(iv) bypass or breach any security device or protection used by the Platform, or access
the Platform other than by an Authorized User through the use of his or her own
valid Access Credentials (“Access Credentials” means any user name, identification
number, password, or other technology used to verify an Authorized User’s access
to the Platform);
(v) upload or transmit any Harmful Code (“Harmful Code” means information or
materials that contain or activate any technology, including viruses or malware, that
permits unauthorized access to or impedes the Platform or Provider’s Systems, or
prevents an Authorized User from accessing or using the Platform);
(vi) permit access to the Platform by anyone other than an Authorized User;
(vii) remove or alter any intellectual property notices depicted on the Platform or any
Provider Materials; or
(viii) access or use the Platform or Provider Materials in any manner that infringes or
violates any Intellectual Property Right or other right of any third party or that
violates any applicable law.

3.3 Audit Right; Fees for Unauthorized Use. Provider may access the account of Customer and an Authorized User to determine compliance with this Agreement. Customer shall cooperate with Provider in conducting such audits and provide reasonable access requested by Provider to records, systems, equipment, information and personnel. Provider may only examine information directly related to the Customer’s use of the Platform. If the audit determines that the Customer’s use of the Platform exceeds the use permitted by this Agreement then Customer shall, within 30 days following the date of Provider’s notice to Customer, pay to Provider the retroactive Fees for such excess use. If the use exceeds or exceeded the use permitted by this Agreement by more than 5%, Customer shall also pay Provider’s audit costs.

4.1 All Customer Data, including, (a) obtaining any necessary consents for Providers to Process
Customer Data; and (b) the accuracy of the Customer Data.

4.2 All information, instructions and materials provided by or on behalf of Customer or any
Authorized User in connection with the Platform.

4.3 Customer’s Systems.

4.4 The security and use of Customer’s and its Authorized Users’ Access Credentials.

4.5 All access to and use of the Platform and Provider Materials.

4.6 Compliance with all applicable laws regarding the use of the Platform.

4.7 Authorized Users’ compliance with all terms in this Agreement.

4.8 Customer’s interactions with Provider, including ensuring that Customer’s Authorized Users
and employees cooperate with Provider, follow Provider’s reasonable instructions, and refrain from abusive or harassing behavior.

Customer’s failure to comply with Section 4 will be deemed a material breach of this Agreement.

5.1 Provider Systems and Security Obligations. Provider will employ reasonable security measures in accordance with applicable industry practice.

6.1 Fees. Customer shall pay Provider the fees described in the applicable Order Form (“Fees”). All Fees are due in advance.

6.2 Fee Increases. Provider may increase Fees no more than once annually by providing written
notice to Customer at least 60 days before becoming effective. Customer may terminate this Agreement upon 30 days’ notice to Provider if it does not agree to the fee increase.

6.3 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 Provider’s income.

6.4 Payment. Customer shall pay all Fees within 30 days after the date of Provider’s invoice. If
Customer fails to make any undisputed payment when due then:
(a) Provider may charge interest on the past due amount at the rate of 1.5% per month or,
if lower, the highest rate permitted under applicable law;
(b) Customer shall reimburse Provider for all [reasonable] costs incurred by Provider in
collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; and
(c) if such failure continues for 10 days following Provider’s written notice, Provider may
either: (i) suspend performance of the Platform until all undisputed past due amounts have been paid or (ii) terminate the Platform and this Agreement, in either case, without liability to Customer.

6.5 No Deductions or Setoffs. All amounts payable to Provider under this Agreement will be paid without any setoff or deduction (other than Service Credits issued under the Service Level Agreement).

7.1 Confidential Information. In connection with this Agreement each party (as the “Disclosing
Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 7.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and Personal Information, in each case whether or not marked, designated or otherwise identified as “confidential.” Provider’s Confidential Information includes: (i) the Platform; (ii) test results, reports and analysis relating to the functionality of the Platform; (iii) any product roadmaps, business plans, marketing plans, financial information, programmers’ notes, technical data, specifications, testing methods, research and development activities and customer and supplier information that is provided or made available to Customer from time to time during the term of this Agreement, in each case excluding Customer Confidential Information.

7.2 Exclusions. Confidential Information does not include information that: (a) was rightfully
known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not under any obligation to maintain its confidentiality; or (d) was independently developed by the Receiving Party without reference to or use of any Confidential Information. As used in this Agreement, “Representatives” means, with respect to a party, that party’s employees, officers, directors, consultants, subcontractors and legal advisors. Representatives also includes Customer’s Authorized Users.

7.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
(a) not access or use Confidential Information other than as necessary to exercise its rights
or perform its obligations under and in accordance with this Agreement;
(b) subject to Section 7.4, not disclose or permit access to Confidential Information other
than to its Representatives who: (i) need to know such Confidential Information for purposes of this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 7.3; and (iii) are bound by confidentiality obligations at least as protective as the terms in this Agreement;
(c) safeguard the Confidential Information from unauthorized use, access or disclosure
using at least the degree of care it uses to protect its own confidential information and in no event less than a reasonable degree of care; and
(d) ensure its Representatives’ compliance with, and be responsible for any of its
Representatives’ non-compliance with, the terms of this Section 7.

7.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by
applicable law to disclose any Confidential Information then the Receiving Party shall promptly and before such disclosure, notify the Disclosing Party so that the Disclosing Party can seek a protective order. The Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

8.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated as described in this Agreement, will continue for 12 months (“Initial Term”). This Agreement will automatically renew for successive 12-month terms unless either party gives written notice of nonrenewal at least 60 days before the expiration of the then-current term. Collectively, these periods are referred to as the “Term.”

8.2 Termination. In addition to any express termination right described in this Agreement:
(a) Provider may terminate this Agreement, effective on written notice to Customer, if
Customer fails to pay any undisputed amount within 30 days after being due.
(b) either party may terminate this Agreement, effective on written notice to the other
party, if the other party: (i) materially breaches this Agreement, and the breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the breaching party receives
notice of the breach; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject to any proceeding under any domestic or foreign
bankruptcy or insolvency law; or (iv) makes a general assignment for the benefit of its creditors.

8.3 Effect of Expiration or Termination. Upon any expiration or termination of this Agreement,
except as expressly otherwise provided in this Agreement:
(a) All rights, licenses, consents and authorizations granted by either party to the other
hereunder will immediately terminate.
(b) Provider shall cease all Processing of any Customer Data or Customer’s Confidential
Information within 30 days after expiration or termination, and (i) at Customer’s written request, destroy all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all Provider Systems (for clarity, Provider’s obligations under this Section 8.3(b) do not apply to any De-Identified Data). Provider may retain Customer Data and Confidential Information: (y) in its backups, archives and disaster recovery systems until Customer Data is deleted in the ordinary course; and (z) as required by applicable law.
(c) Customer shall immediately cease all use of the Platform and any Provider Materials
and (i) promptly return or destroy (at Provider’s request), all documents and materials containing, reflecting, incorporating or based on Provider’s Confidential Information.
(d) Provider may disable all Customer and Authorized User access to the Platform and
Provider Materials.
(e) If Customer terminates this Agreement pursuant to Section 8.2(b), Customer shall pay
Fees for the Platform until the effective date of termination.
(f) If Provider terminates this Agreement pursuant to Section 8.2(a), all Fees that would
have become payable had the Agreement remained in effect until expiration of the Term will
immediately be due. If Provider terminates this Agreement pursuant to Section 8.2(b), Customer shall pay Fees for the Platform until the effective date of termination.
(g) Customer may extract Customer Data at any time during the Term. If Customer
requests assistance with extracting Customer Data in writing within 30 days before expiration or termination, Provider shall deliver to Customer the Customer Data maintained by Provider within 30 days of Customer’s request. This obligation is conditioned on Customer’s payment in full of all outstanding Fees, including any additional fees for extracting such Customer Data.
(h) Surviving Terms. The following provisions will survive any expiration or termination of
this Agreement: Section 3.2, Section 7, Section 8.3, Section 9, Section 10, Section 11 and Section 13.

9.1 Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing; and (b) it has the full right and authority to enter into and perform its obligations under this Agreement.

9.2 Additional Provider Warranties. Provider warrants that, to the best of Provider’s knowledge:
(a) the Platform is free from Harmful Code; and (b) the Platform and the Provider Materials do not infringe the U.S. Intellectual Property Rights of any third party.

9.3 Additional Customer Representations and Warranties. Customer represents and warrants that:
(a) it will not provide any Prohibited Data in connection with this Agreement; and (b) it owns or
otherwise has (and will have) the necessary rights and consents related to the Customer Data so that the Customer Data does not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law, so long as the Customer Data is Processed in accordance with this Agreement.

9.4 DISCLAIMER OF WARRANTIES. Except for the express warranties set forth in Section 9, the Platform and Provider Materials are provided “as is.” Provider hereby disclaims all other warranties, whether express, implied, or statutory, and Provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising from course of dealing, usage or trade practice. Provider makes no warranty that the Platform or Provider Materials will meet Customer’s or any other Person’s requirements, operate without interruption (subject to the Service Level Agreement), achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, or error free. All Third Party Materials are provided “as is.”

10.1 Provider Indemnification. Provider shall indemnify, defend and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses (including reasonable outside attorneys’ fees and the costs of enforcing any right to indemnification) (“Losses”) incurred by a Customer Indemnitee arising out of or relating to any claim, suit, action or proceeding (each, an “Action”) by a third party to the extent that such Losses arise from: (a) any allegation that Customer’s use of the Platform (excluding Customer Data and Third Party Materials) in compliance with this Agreement infringes a U.S. Intellectual Property Right (subject to Section 10.4) or (b) gross negligence, recklessness or willful misconduct by Provider in connection with this Agreement. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any:

(a) access to or use of the Platform or Provider Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in by Provider;
(b) modification of the Platform or Provider Materials other than by or authorized by
Provider;
(c) failure to timely implement any modifications, upgrades, replacements or
enhancements made available to Customer; or
(d) act, omission or other matter described in Section 10.2.

10.2 Customer Indemnification. Customer shall indemnify, defend and hold harmless Provider and its officers, directors, employees, agents, successors and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by a Provider Indemnitee in connection with any Action by a third party to the extent that such Losses arise out of any:
(a) Customer Data, including any Processing of Customer Data by or on behalf of Provider
in accordance with this Agreement;
(b) any other materials or information (including any documents, data, specifications,
software, content or technology) provided by or on behalf of Customer or any Authorized User,
including Provider’s compliance with any directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider;
(c) breach by Customer of any of its representations, warranties, or obligations under this
Agreement; or
(d) gross negligence, recklessness or willful misconduct by Customer, any Authorized User,
or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

10.3 Indemnification Procedure. Each party shall promptly notify the other party of any Action. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the
“Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of any Action.

10.4 Mitigation. If the Platform or Provider Materials are, or in Provider’s opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Platform or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:
(a) obtain the right for Customer to continue to use the Platform and Provider Materials;
(b) modify or replace the Platform and Provider Materials, in whole or in part, to seek to
make the Platform and Provider Materials (as so modified or replaced) non-infringing, while providing equivalent features and functionality; or
(c) by written notice to Customer, terminate this Agreement, provided that Customer will
be entitled to a refund of any prepaid and unused Fees.

THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE
LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE PLATFORM AND PROVIDER MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL
PROPERTY RIGHT.

11.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (b) IMPAIRMENT, DELAY OR INABILITY TO USE THE PLATFORM (OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS UNDER THE SERVICE LEVEL AGREEMENT), (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR
SYSTEM SECURITY UNLESS CAUSED BY PROVIDER’S GROSS NEGLIENCE OR INTENTIONAL MISCONDUCT, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY AND OTHERWISE.

11.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL
AMOUNT OF FEES PAID TO PROVIDER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12.1 No Breach or Default. In no event will either party be liable for any failure or delay in fulfilling or performing any term of this Agreement, (except for any payment obligation), if the failure or delay is caused by any circumstances beyond the party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more.

13.1 Marketing. Provider may use of the Customer’s logos, trademarks and service marks (“Marks”) for the limited purpose of identifying the Customer as a customer of Provider on its website and marketing materials. Provider shall comply with the Customer’s usage guidelines and shall not assert any ownership interest in the Marks.

13.2 Relationship of the Parties. The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency,
partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.3 Notices. All notices under this Agreement will be in writing and delivered to the addresses in the introductory clause of this Agreement. Each notice will be deemed to have been received by the party to which it was addressed: (i) when delivered if delivered personally, (ii) when received by the addressee if sent by overnight courier, (iii) on the fifth business day after the date of mailing if sent by certified mail, or (iv) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.

13.4 Headings. The headings in this Agreement are for reference only and do not affect the
interpretation of this Agreement.

13.5 Entire Agreement. This Agreement, together with any other documents referenced,
constitutes the sole and entire agreement of the parties with respect to the subject matter of this
Agreement and supersedes all prior and contemporaneous understandings and agreements, written or oral, with respect to such subject matter. If there is an inconsistency among this Agreement and any referenced document, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments and appendices; (b) second, the exhibits, schedules, attachments and appendices to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

13.6 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or
otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Provider’s prior written consent, which consent Provider shall not unreasonably withhold or delay. Any purported assignment, delegation or transfer in violation of this Section 13.6 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

13.7 No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties and their
respective permitted successors and permitted assigns. This Agreement does not confer upon any other Person any legal or equitable right, benefit or remedy of any nature.

13.8 Amendment and Modification; Waiver. No waiver, amendment to or modification of this
Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver of any violation or nonperformance of this Agreement in one instance will be deemed to be a waiver of any subsequent violation or nonperformance.

13.9 Severability. If any term or provision of this Agreement is deemed invalid or unenforceable,
the remainder of this Agreement will be valid and enforced to the fullest extent permitted by law.

13.10 Disputes. The rights and liabilities of the parties arising out of or relating to this
agreement will be governed by the laws of the State of Washington, without regard to choice of law principles or statutes. Any litigation between the parties will be conducted exclusively in state or federal courts in Clark County, Washington.

13.11 Counterparts. This Agreement may be executed in counterparts, each of which is
deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.