IMPORTANT – READ CAREFULLY: This Subscription Services Agreement (“Agreement”) is a legal agreement between you (“Customer”) and Carefeed, Inc. (“Carefeed”) as of Term Start Date on the Order Form attached hereto and incorporated herein (“Effective Date”).  WHEN YOU SIGN THE ORDER FORM, YOU AGREE TO AND ARE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. THIS AGREEMENT INCLUDES THE TERMS AND CONDITIONS BELOW AND ANY DOCUMENTS OR MATERIALS REFERENCED HEREIN. THIS AGREEMENT GOVERNS YOUR USE OF CAREFEED’S ONLINE SERVICE. In this Agreement, the term “Customer” refers to the entity you represent. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY FOR WHICH YOU ARE ENTERING INTO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, DO NOT SIGN THE ORDER FORM OR ACCESS OR USE THE SERVICES IN ANY WAY. In such case, you will have no right to use the Services (as defined below). The terms and conditions of this Agreement shall govern the Services to be provided by Carefeed under any Order Form submitted by Customer and accepted by Carefeed, as though the provisions of this Agreement were set forth in their entirety within such Order Form, and so that each Order Form and this Agreement shall be considered one, fully integrated document and agreement. Customer agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Carefeed regarding future functionality or features.

1.         SERVICES.

1.1       Services/License Grant/Access to Services. “Services” means Carefeed’s online integrated proprietary platform and other Carefeed services developed, operated, and maintained by Carefeed, or ancillary online or offline products and services as identified and licensed to Customer under an applicable Order Form. Subject to the terms and conditions of this Agreement, Carefeed hereby grants to Customer a non-exclusive, non-transferable, non-assignable limited license to use the Services solely for Customer’s own internal business purposes and only for the specific entity and time periods as set forth in the applicable Order Form. All rights not expressly granted to Customer are reserved by Carefeed. Carefeed reserves the right to make changes, modifications and enhancements to the Services from time to time.

1.2       Restrictions. The Services and the components thereof and their respective structure and organization constitute valuable intellectual property of Carefeed and/or its licensors. Accordingly, Customer will not, without Carefeed’s prior written consent: (i) license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) share the password with any third-party, including other members of Customer’s organization; (iii) do or permit to be done, anything which will adversely affect Carefeed or Carefeed’s licensors’ right, title or interest in or to the same, (iv) modify or make derivative works based upon the Services; (v) reverse engineer the Serivces; or (vi) access the Services in order to build a competitive product or service.

1.3       Ownership.  Customer acknowledges and agrees that title and ownership of all proprietary rights, including any copyright, patent, trade secret, trademark or other intellectual property rights, in and to the Services, including all updates, enhancements and modifications thereto, is and will at all times remain the property of Carefeed and its licensors, and Carefeed and its licensors retain all right, title and interest in and to the Services that are not specifically granted to Customer hereunder.

1.4       Service Modifications.  Carefeed may, at its sole option and discretion, modify, change or discontinue the Services or any portion or feature thereof, or change or remove features or functionality of the Services, from time to time. Carefeed shall notify Customer in writing of any such material modification, change or discontinuation and Customer’s continued use of the Services after receipt of the notification will be deemed to constitute agreement to the same. Further, Carefeed reserves the right, at its sole option and discretion and without prior notification to Customer, to provide advertisement space within the Platform and related Services to third parties, provided this is done in a manner that does not interfere with Customer’s ordinary use of the Service.

2.         RESPONSIBILITIES.

2.1       Availability and Integrity.  Carefeed shall use commercially reasonable efforts to ensure that the Services are operational and available for remote access by Customer on a 24/7 basis, subject only to scheduled maintenance, of which Carefeed shall provide Customer reasonable advance written notice, and unforeseen events outside of Carefeed’s reasonable control.  In the event that the Services become unavailable to Customer for any reason other than scheduled maintenance, Carefeed will promptly take corrective action to attempt to remedy the problem and will take reasonable measures to prevent the reoccurrence of the failure.

2.2       Virus Protection.  Carefeed shall use industry standard virus protection for the Services and it shall use commercially reasonable efforts to ensure that the Services do not introduce any viruses or other computer vulnerabilities into Customer’s computer environment, and in the event such virus or other vulnerability is found to have been introduced therein, it shall use commercially reasonable efforts to: (i) reduce the effects thereof; and (ii) if the virus or other vulnerability causes a loss of operational efficiency or loss of data, to assist Customer to mitigate and restore such losses.

2.3       Security and Data Privacy.  Carefeed maintains an information security program that includes reasonable information security policies. As part of such program, Carefeed will implement and maintain reasonable and appropriate security measures, including administrative, technical and physical safeguards, in accordance with prevailing industry standards, designed to secure any Customer data, or any data or other information uploaded to the Services by Authorized Users (as defined below) (collectively, “Customer Data”) against accidental or unlawful loss, access or disclosure.

2.4       Carefeed Warranties. Carefeed represents and warrants that: (i) the Services will (a) be provided in a professional and diligent manner, in accordance with prevailing industry standards and the terms of this Agreement, and (b) comply with all laws applicable thereto, including laws relating to data protection and data security; (ii) it and its licensors, if applicable, are the sole owners of all components of the Services; (iii) it has the right to provide Customer and Authorized Users access to the Services pursuant to the terms of this Agreement; and (iv) it shall use the Customer Data solely for the purpose of providing the Services, as contemplated under this Agreement.  

2.5       Authorized Users.  Customer shall have the right to allow certain individuals (“Authorized Users”) to access the Services for the purpose of uploading Customer Data and accessing the Services.  Customer Data shall be used by Carefeed solely for purpose of operating and providing the Services. Customer is responsible for all activity occurring under Customer’s Authorized Users accounts and shall comply (and shall cause its Authorized Users to comply) with all applicable Privacy Laws (as defined below) and all other applicable U.S. laws and regulations in connection with Customer’s use of the Services. Customer is responsible for providing, and, if applicable, updating any required notices to and receiving any required consents and authorizations from Customer’s Authorized Users, including but not limited to those notices, consents, and authorizations required under any applicable Privacy Laws (as defined below). “Privacy Laws” means all U.S. laws, treaties and regulations in connection with providing and maintaining the Services and its systems, the storage of Customer Data, including those related to data privacy and personal data (including without limitation, the California Consumer Privacy Act of 2018 (“CCPA”), as amended (including, without limitation, by the California Privacy Rights Act of 2020 (“CPRA”)), as well as those in connection with the transmission or delivery of text messages, voicemails, robocalls, facsimiles, and other similar communications (including without limitation the Telephone Consumer Protection Act of 1991 and all regulations promulgated thereunder).

2.6       Customer Responsibilities.   Customer shall: (i) use commercially reasonable efforts to safeguard the security of all credentials, including passwords, related to the Services and keep all such credentials private; and (ii) not interfere with other users of the Services. Subject only to Carefeed’s specific security and data privacy obligations as expressly set forth in this Agreement, Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data. Customer will be deemed to have taken, and will be deemed directly responsible for, any action that Customer permits, assists or facilitates any person or entity to take related to this Agreement, Customer Data or use of the Services. If Customer becomes aware of any violation of its obligations under this Agreement, Customer will immediately notify Carefeed in writing of such violation. Customer will adhere to all laws, rules, and regulations applicable to Customer’s and its Authorized Users’ use of the Services, and will be held fully responsible for the deliberate or inadvertent introduction of any virus, malware, cookies, runaway processes or timed mini-applications (seeds, time bombs, software to harvest data, and the like) all of which are strictly prohibited. Customer acknowledges and accepts that any Customer Data uploaded to the Services by an Authorized User may be false, erroneous, incomplete or inaccurate, and, to the fullest extent permitted by any applicable law, Carefeed and its respective personnel will not be liable to Customer or any third party for any losses of any kind due to any falsity, error, inaccuracy, incompleteness or omission of the Customer Data uploaded as aforesaid.

2.7       Customer Account.   Customer acknowledges and agrees that in order to access the Services, Customer must create an account associated with a valid email address. Customer is responsible for all activities that occur under or in connection with Customer’s account, except to the extent caused by Carefeed’s breach of this Agreement. Carefeed is not responsible for unauthorized access to Customer’ account. Customer will promptly notify Carefeed if Customer has reason to believe an unauthorized third party may be using Customer’s account or if Customer’s account information is lost or stolen. Customer shall: (i) notify Carefeed immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services; (ii) report to Carefeed immediately and use reasonable efforts to stop immediately any copying or distribution or misuse of the Services that becomes known or suspected by Customer or Customer’s Users; and (iii) not provide false identity information to gain access to or use the Services.

2.8       Customer Documents. Carefeed is not responsible for, and disclaims any and all liability related to, any and all interactions or transactions made or facilitated through the Services. Any such interactions or transactions will be made at Customer’s own risk. Carefeed does not have control over the quality, timing, or legality of the services actually performed by Customer’s employees or Authorized Users, Content provided through the Services is primarily user generated, and Carefeed does not control or vet user generated content. Carefeed does not assume any responsibility for the accuracy or reliability of any information provided by Authorized Users or other parties on or off the Services.

2.9       Customer Limitations. Customer shall not use the Services to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (v) attempt to gain unauthorized access to the Services or its related systems or networks; or (vi) develop applications for internal use with the Services.

2.10     Customer Equipment. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of the Equipment, Customer accounts, passwords (including without limitation administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.         FEES AND PAYMENT.

3.1       Fees. Customer agrees to pay to Carefeed, without offset or reduction, the subscription fees agreed upon by the parties on any Order Form (“Fees”). Except as otherwise expressly set forth in this Agreement, all payment obligations are non-cancelable and all amounts paid are nonrefundable. Carefeed charges and collects in advance for Fees.

3.2       Payments. Payment terms are net thirty (30) days from the date of the invoice(s) issued by Carefeed. Unless otherwise indicated on the applicable Order Form, all fees and payments are and must be in U.S. Dollars. Additionally, all fees are exclusive of taxes (other than taxes based on Carefeed’s income), duties, charges and other similar fees, penalties and interest, all of which will be the responsibility of and will be paid by Customer. If Carefeed has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Carefeed with a valid tax exemption certificate authorized by the appropriate taxing authority. A service charge of one and one-half percent (1½ %) per month will be applied to all overdue invoices. Customer agrees to pay for all reasonable costs (including reasonable attorneys’ fees) incurred in collecting and enforcing past due amounts under this Agreement.

3.3       Billing Contact. Customer agrees to provide Carefeed with accurate billing and contact information, including Customer’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. Customer agrees to update this information within thirty (30) days of any change to it.

3.4       Changes to Fees. Carefeed reserves the right to modify its Fees and to introduce new charges (to become effective upon the upcoming Renewal Term), by providing Customer written notice at least sixty (60) days prior to the end of the then current Initial Term or an applicable Renewal Term. In the event that Customer does not provide notice of termination to Carefeed as described in Section 9.1 below, such Fee changes shall become effective at the commencement of the next Renewal Term.

4.              SUPPORT AND OTHER SERVICES. Carefeed will provide Customer with reasonable support services, which will include email and web-based chat service access to a help desk staffed by trained Carefeed representatives for issue resolution during Carefeed’s normal business hours, which are 8:00 AM-5:00 PM ET, and basic technical support for account setup, software installation and use of the Services for their intended purposes. At Customer’s request, or as may be necessary to enable Customer to use the Services, Carefeed may provide other services, including on-site support services, consulting and training services, and customization, installation and integrations services (collectively, “Other Services”), which shall be billed on a time and materials basis unless otherwise agreed in writing. For any Other Services requested by Customer and agreed to by Carefeed, the Parties shall execute a statement of work describing such services and including any specific related terms and conditions, which statement of work shall be governed by the terms of this Agreement, and Customer shall reimburse Carefeed for related pre-authorized travel and incurred out-of-pocket expenses.

5.         WARRANTY DISCLAIMER.  EXCEPT AS EXPRESSLY PROVIDED IN SECTION 2.4, CAREFEED AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ADDITION, CAREFEED AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY OR TIMELINESS OF THE SERVICES OR ANY INCLUDED CONTENT. CAREFEED DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ALL ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT (1) THE SERVICE DOES NOT CONSTITUTE THE PROVISION OF LEGAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE OR SERVICES IN ANY MANNER; (2) THE SERVICES DO NOT ENSURE CUSTOMER’S COMPLIANCE WITH ALL APPLICABLE LAWS; AND (3) CUSTOMER IS SOLELY RESPONSIBLE FOR CUSTOMER’S COMPLIANCE WITH ALL APPLICABLE LAWS.

6.         INDEMNIFICATION.

6.1       Carefeed Indemnification. Carefeed shall indemnify, defend and hold harmless Customer and its directors, officers, employees, agents, successors, contractors and permitted assigns (the “Customer Indemnitees”) from and against any and all third party losses, claims, damages, demands, liabilities, actions and related expenses (including reasonable attorneys’ fees) incurred by the Customer Indemnitees arising out of or resulting from  (i) the infringement or alleged infringement by use of the intellectual property embodied in any component of the Services of any person’s or entity’s intellectual property rights;  or (ii) the gross negligence or intentional misconduct of Carefeed or any of its employees, contractors, agents or representatives.

6.2       Customer Indemnification. Customer shall indemnify, defend and hold harmless Carefeed and its directors, officers, employees, agents, successors, contractors and permitted assigns (the “Carefeed Indemnitees”) from and against any and all third party losses, claims, damages, demands, liabilities, actions and related expenses (including reasonable attorneys’ fees) incurred by the Carefeed Indemnitees arising out of or resulting from (i) a claim alleging that the use of Customer Data in accordance with this Agreement or Customer’s use of the Services in violation of this Agreement infringes or otherwise violates such third party’s property, privacy or other rights or violates any applicable law; or (ii) the gross negligence or intentional misconduct of Customer or any of its employees, contractors, agents or representatives.

7.         LIMITATION OF LIABILITY.  Excluding liability resulting from (a) a breach of either party’s  confidentiality obligations under this Agreement, or (b) either party’s indemnification obligations pursuant to Section 6 above: (i) in  no event will either party be liable for special, indirect, exemplary, incidental or consequential damages (including, without limitation, lost profits, business interruption, and loss or inaccuracy of information), regardless of the form of action, even if the claim was reasonably foreseeable or if the party was advised of the possibility of such damages; and (ii) in no event will either party’s aggregate liability under any and all claims arising out of this Agreement exceed the fees paid by Customer to Carefeed for the Services during the twelve (12) month period immediately preceding the event giving rise to such liability. The existence of one or more claims will not enlarge the limit. Both parties acknowledges that the fees reflect the allocation of risk set forth in this Agreement and that neither party would enter into this Agreement without these limitations of liability.

8.         CONFIDENTIALITY.  Except as expressly permitted hereunder, each party will hold in confidence and not use or disclose any materials or information disclosed by the other party that are confidential or proprietary, or which may be reasonably regarded as the confidential information of the other party (“Confidential Information”). As used herein, the term “Confidential Information” refers to any and all financial, technical, commercial, or other information concerning the business and affairs of the disclosing party, including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans. Confidential Information will also include Customer Data and the terms of the Agreement. Each party will treat the other party’s Confidential Information with at least the same degree of care it uses to prevent unauthorized disclosure or use of its own Confidential Information, but in no event less than reasonable care. Confidential Information will not include any materials or information that the recipient can prove: (i) is now, or later becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (ii) is known by the receiving party at the time of disclosure as evidenced by its records; (iii) is furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by the receiving party without any breach of this Agreement; (v) is the subject of a written permission provided by the disclosing party to disclose; or (vi) is disclosed in response to a valid order of a court or other governmental body. The parties agree that any Non-Disclosure Agreement entered into prior to the Effective Date of this Agreement shall not limit or reduce each respective party’s obligations with respect to Confidential Information disclosed under this Agreement.

9.         TERM AND TERMINATION.

9.1           Term.  Unless terminated earlier in accordance with this Agreement, the initial term of this Agreement commences on the Effective Date and will remain in force for an initial period of twelve (12) months or such other term as indicated on the Order Form (“Initial Term”). Thereafter, this Agreement shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either party gives written notice to the other party, not later than thirty (30) days prior to the end of the then-current term, that it does not wish to renew this Agreement. Customer must send any notice of termination to [email protected]. For avoidance of doubt, this Agreement shall remain effective and cannot be cancelled or otherwise terminated during the Initial Term or any applicable Renewal Term unless either party breaches a material term of this Agreement as provided in Section 9.2.

9.2       Termination for Cause.  This Agreement may be terminated earlier by either party on thirty (30) days’ written notice to the other party if the other party breaches any material obligation hereunder and such breach is not cured within such thirty (30) day period. Customer must send any notice of potential breach to [email protected]. Without prejudice to any other rights to which it may be entitled, Carefeed may give notice in writing to Customer terminating this Agreement with immediate effect if Customer: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files or has filed against it a petition in bankruptcy or seeking reorganization; (iv) has a receiver appointed; (v) ceases conducting business in the normal course; or (vi) institutes any proceeding for liquidation or winding up; provided, however, that, in the case any of the foregoing is involuntary, Carefeed may terminate this Agreement only if such petition or proceeding has not been dismissed within thirty (30) days.

9.3       Termination or Suspension of Services. Carefeed may terminate and/or suspend Customer’s access to the Services without liability based on Carefeed’s reasonable belief that: (i) the Services are being used by Customer in violation of any applicable federal, state, or local law, ordinance or regulation; (ii) Customer’s use of the Services adversely affects Carefeed’s equipment, security network infrastructure or its service to others; or (iii) Customer fails to pay undisputed charges for the Services and such delinquency is uncured for a period of thirty (30) days from the date of the delinquency notice. In the event use of the Services is suspended, Carefeed will use commercially reasonable efforts to inform Customer. Customer will continue to be charged Fees during any period of Service suspension due to Customer’s delinquency. If Carefeed initiates termination of this Agreement for cause, as described in Section 9.2 above, Customer will be obligated to pay all remaining Fees due computed in accordance with their terms for the remainder of the Initial Term or applicable Renewal Term. Customer agrees that Carefeed may charge such unpaid Fees to Customer’s credit card or otherwise bill Customer for such unpaid Fees.

9.4       Effects of Termination and Survival.  Promptly upon termination, Customer will cease all access to and use of the Services, including such access and use by its Authorized Users, and each party will return to the other party or destroy any copies of any Confidential Information of the other party as it may have in its possession, and, upon request, certify in writing to the other party that it has complied with the foregoing obligations. Termination of this Agreement will not relieve Customer of any payment obligations accrued as of the effective date of termination.  The following sections will survive any termination or expiration of this Agreement: 1.3, 3, 5, 6, 7, 8 and 11.

10.       MARKETING AND PUBLICITY. Customer agrees that Carefeed may use Customer’s name and logo to identify Carefeed as a provider to Customer of the Services. Each party’s use of the other party’s trademarks and logos will be in accordance with such other party’s policies in effect from time to time.  Notwithstanding the foregoing, Carefeed may be required to disclose the Customer’s name and this transaction by law or regulation and in such an event, Customer acknowledges that Customer’s consent is not required and such disclosure is not a breach of any confidentiality provision.

11.       GENERAL.

11.1     Force Majeure. Except for a failure to make payments when due, neither party shall be liable for any delay in performance or any failure to perform any obligation hereunder which arises from any contingency beyond that party’s reasonable control, including, but not limited to, acts of God, governmental orders or restrictions, war, threat of war, riot, strikes, fires, floods, transportation delays, computer related attacks, hacking, third party criminal activity or acts of terrorism, product shortages or any failure of delivery by suppliers, whether such contingency was known or contemplated to be possible at the time this Agreement is made. If any such contingency arises and continues for a period of more than sixty (60) days, then the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.

11.2     Assignment.  Customer may not transfer or assign this Agreement or any rights or obligations hereunder under operation of law, change of control, or otherwise, without the prior written consent of Carefeed, which consent will not be unreasonably withheld. Any attempted assignment or transfer in violation of the foregoing will be null and void.

11.3     Governing Law and Venue.  This Agreement will be governed and interpreted in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of law. Any litigation relating to the formation, interpretation or alleged breach of this Agreement must be brought exclusively in the courts having jurisdiction in Cincinnati, Ohio, and the parties irrevocably consent to the jurisdiction of such courts.

11.4     Dispute Resolution.  Unless a party to this Agreement has complied with the provisions of this Section 11.4, that party may not commence litigation relating to any dispute arising from this Agreement (except where that party seeks urgent interlocutory relief). Any party that claims that a dispute has arisen shall give written notice to the other party setting out details of the dispute (“Dispute Notice”) within fourteen (14) days of the dispute arising. The parties shall attempt to resolve the dispute through good faith negotiations within fourteen (14) days after service of the Dispute Notice. If the dispute is not resolved by the foregoing, the parties acting reasonably shall use reasonable efforts to settle the dispute by mediation, administered by an accredited, experienced mediator, reasonably acceptable to both parties, on the following basis: (i) the parties shall use reasonable efforts to agree on the appointment of a mediator within seven (7) days, failing which the parties agree to refer the matter to arbitration pursuant to the standard rules of the American Arbitration Association for commercial arbitrations; (ii) the cost of the mediation and the mediator (and, if it becomes necessary, the arbitration) will be split equally between the parties unless the arbitrator determines that one party should pay the entire cost; (iii) the parties shall conduct the mediation (and, if it becomes necessary, the arbitration) as expeditiously as possible; and (iv) the mediation (and, if it becomes necessary, the arbitration) will be held in Cincinnati, Ohio in accordance with the laws governing this Agreement.

11.5     Miscellaneous.  The Agreement contains the full and complete understanding of the parties as to the subject matter hereof and may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by both Customer and Carefeed. The parties expressly agree that this Agreement supersedes any and all prior or contemporaneous proposals and any or all other oral or written understandings, representations, conditions, and other communications between the parties relating to such subject matter. Each of the parties understands that in entering into the Agreement it does not rely upon and will have no remedy in respect of any statement, representation, warranty or understanding of any person unless expressly set out in the Agreement. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which will remain valid and enforceable according to its terms.  No variation of this Agreement will be valid unless it is in writing and signed by or on behalf of authorized representatives of each of the parties. All notices required under this Agreement will be in writing and will be deemed effective: (i) one (1) day after deposit with a commercial overnight carrier, with written verification of delivery or actual receipt, or (ii) upon confirmation of receipt generated by the sending device, if sent by email.  The failure of a party to insist on the performance of an obligation hereunder will not be deemed to be a waiver of such obligation or of any other obligation. The parties acknowledge and agree that a material breach of this Agreement adversely affecting Carefeed’s proprietary rights may cause irreparable harm to Carefeed for which a remedy at law would be inadequate and that Carefeed will be entitled to seek injunctive relief in addition to any remedies it may have hereunder or at law. The parties are independent contractors and this Agreement will not be construed as a joint venture.