1.1 License Grant. Subject to Customer's compliance with this Agreement, including Customer's timely payment of all Fees (as such term is defined in Section 3.1), Wisely hereby grants to Customer during the Term (as such term is defined in Section 10.1) (a) a non-exclusive, worldwide, non-transferable, non-sublicensable license to (a) in the case of the Software, install, reproduce, and use the Software on Customer's systems, networks, and devices and (b) in the case of the Services, access and use the Services, each of (A) and (B) in connection with the agreed-upon use case between Wisely and Customer in the Statement of Work and not to exceed the number of active user IDs and passwords ("Access Credentials") granted by Wisely. Wisely may modify the Solution from time to time, so long as such modification(s) do not materially reduce the Solution's performance or capabilities. Wisely will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer, any of Customer's guests (each, a “End User” and collectively, “End Users”), or any other third party may incur as a result of modifications to the Solution in accordance with this Section 1.1.
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1.2 Restrictions. Unless otherwise expressly permitted by Wisely, Customer shall not and shall not authorize any third party to: (a) copy the Solution; (b) modify, adapt, or create derivative works of the Solution; (c) rent, lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise provide the Solution to any third party; (d) decompile, disassemble or reverse-engineer the Solution, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Solution, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary; (e) provide to any third party the results of any benchmark tests or other evaluation of the Solution without Wisely's prior written consent; (f) attempt to disable or circumvent any license key or other technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to, the Solution; (g) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from the Solution; (h) use the Solution in violation of Wisely's privacy policy; or (i) otherwise access or use the Solution except as expressly authorized in this Agreement.
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1.3 Ownership. Wisely, its suppliers and/or licensors own all worldwide right, title and interest in and to the Solution, including all trademarks, logos, and other intellectual property rights included in the Solution (the "Wisely IP"). Except for the licenses expressly granted to Customer in Section 1.1, Customer shall not acquire or claim any right, title or interest in or to the Wisely IP, whether by implication, operation of law or otherwise. Notwithstanding anything to the contrary, the Solution is licensed, not sold, to Customer.
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1.4 Suspension of Access. Notwithstanding anything to the contrary in this Agreement, Wisely may temporarily suspend Customer's access to any portion or all of the Solution if: (a) Wisely reasonably determines that there is a threat or attack on the Solution; (b) Customer's use of the Solution disrupts or poses a security risk to the Solution or to any other end user or vendor of Wisely; (c) Customer is using the Solution for fraudulent or illegal activities; or (d) any vendor of Wisely has suspended or terminated Wisely's access to or use of any third-party services or products required to enable Customer to access the Solution (any such suspension described in subclause (a), (b), (c), or (d), a “Service Suspension”). Wisely shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Solution following any Service Suspension. Wisely shall use commercially reasonable efforts to resume providing access to the Solution as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Wisely will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any third party may incur as a result of a Service Suspension, and if a Service Suspension is caused by (i) Customer's breach of this Agreement and/or (ii) subsections (b) or (c) of this Section 1.4, then Customer shall still be obligated to pay Fees during the pendency of such Service Suspension.
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1.5 Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Wisely by mail, email, telephone, or otherwise, suggesting or recommending changes to the Wisely IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Wisely is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Wisely on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Wisely is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Wisely is not required to use any Feedback.

2.1 Customer Content. Customer shall be responsible for providing Wisely with any Customer Content necessary to implement and operate the Wisely System in accordance with each applicable Statement of Work, which Customer Content may include, without limitation, business information about the Customer and its transactions with its consumers. In addition, Customer shall provide Wisely with all trademarks, logos and such other images and branding materials (“Customer Logos”) necessary for Wisely’s operation, marketing, or white-label branding of the System or any Customer-specific version of a Consumer App or the Customer App, as specified in an applicable Statement of Work. Wisely shall not be responsible or liable for any delay or failure in performing its obligations under this Agreement that is caused by Customer's delay in or failure to provide complete and accurate Customer Data.

2.2 Customer Responsibilities.

2.2.1 Customer Logos. Customer is responsible for providing Wisely with all trademarks, logos, service marks, images, branding materials and other identifiers of Customer (collectively, "Customer Logos").

2.2.2 Customer Materials. Customer is responsible, and will retain full responsibility, for: (a) all materials or information (including, without limitation, any documents, specifications, or content) provided by or on behalf of Customer, whether or not in connection with the Solution (the "Customer Materials"); (b) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (c) the security and use of its Access Credentials; (d) training and supervising its employees and other personnel in the use of the Solution; and (e) all access to and use of the Solution directly or indirectly by or through the Customer Systems, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Customer hereby grants to Wisely a non-exclusive, royalty-free, fully paid up, and worldwide license to use, copy, modify (including the right to create derivative works of), display, transmit, and create derivative works of Customer Materials solely in connection with performing the Services.

2.2.3 Messages. Customer may, through the Solution, send a variety of messages, communications, and other information (collectively, "Messages") to End Users who have elected to receive Messages or who have provided their contact information to Customer directly. Wisely is not involved in, and shall bear no responsibility for, Messages, except for providing the Solution that facilitates the creation, delivery, and management of such Messages. Without limiting the foregoing, Customer is wholly responsible for Messages, including, without limitation, for (a) the content thereof and (b) honoring any End User privacy choices and terms (if any) included in such Messages.

2.2.4 Safeguards. Customer will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Solution; and (b) control the content and use of Customer Materials, including the uploading or other provision of Customer Materials to the Solution.

2.2.5 Compliance with Applicable Privacy Laws. Customer will use the Solution in compliance with all applicable privacy and consumer protection laws including, without limitation, applicable data privacy laws, laws related to text messaging and email communication, the Telephone Consumer Protection Act of 1991 and any amendments or supplements and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and any amendments or supplements thereto, including, without limitation, applicable data privacy laws, laws related to text messaging and email communication, the Telephone Consumer Protection Act of 1991, and any amendments or supplements and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and any amendments or supplements thereto ("Applicable Privacy Laws"). If Customer receives a request with respect to the storage, use, handling, sharing, and/or other treatment of End User Data (as defined below), or a request from an End User to exercise their rights under Applicable Privacy Laws (a "Request"), then Wisely, as a data processor under Applicable Privacy Laws, will cooperate with, and provide reasonable assistance to, Customer, in connection with such Request.

2.2.6 End User Terms. Customer is wholly responsible for any end user terms it enters into with its End Users and Wisely will not be a party to such agreements, nor will Wisely incur any liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer, any End User, or any third party may incur in connection with such agreements.

2.2.7 Hardware and Software Requirements. Customer is wholly responsible for maintaining up-to-date hardware to run the Wisely Solution, including but not limited to iPads, Wi-Fi Access Points, and Point of Sale systems. Customer is wholly responsible for maintaining up-to-date software to run the Wisely Solution, including but not limited to iOS version and other applicable firmware.

3.1 Fees. Customer shall pay Wisely the (a) initial implementation fees for the Solution, as set forth on the Statement of Work (the "Implementation Fee") in advance prior to Wisely's delivery of the Solution, (b) subscription fees for the Solution (the "Subscription Fee") in arrears, and (c) fees for Professional Services (the "Professional Services Fees," and, collectively with the Initial Solution Fee and the Subscription Fee, the "Fees"). Invoices are due as specified in the Statement of Work (or, if Professional Services Fees are invoiced instead of specified in a Statement of Work, on the due date(s) specified in the invoice, and if no due date(s) are specified, then no later than thirty (30) days after Customer’s receipt of an invoice for such Professional Services Fees). Customer acknowledges and agrees that Wisely's delivery of the Solution is expressly conditioned on Customer furnishing the Initial Solution Fee in advance. Wisely may assess a late payment fee of 1.5% of all Fees more than 30 days past due (or, if the maximum rate under applicable law is less than 1.5%, then the maximum rate under applicable law). If Customer reduces the number of Locations for any Subscription Services specified on this Order as a result of closure or transfer of ownership of such Location, Customer shall provide Wisely with 30 days’ advance written notice of such reduction. If Customer increases the number of Locations for any Subscription Services specified on this Order, Customer will be charged additional Subscription Fees at the per location rate as set forth on the Statement of Work. Customer shall continue to pay Subscription Fees for such Location through 30 days after Wisely receives the notice of termination. If bundled Subscription Services are unbundled or if the billing frequency is changed for any reason, the Subscription Services ordered herein may be subject to a price increase and may require renewal of the Statement of Work. Upon renewal, prices are subject to an increase of 5% or more, per annum.

3.2 Changes. Wisely may change the Fees by providing Customer with sixty (60) days' prior written notice. If Customer does not agree to any such change in Fees, Customer may terminate this Agreement and Customer's use of the Solution will cease as of such date. Customer's failure to terminate this Agreement prior to the effective date of the change in Fees shall constitute Customer's acceptance of such change.

3.3 No Refunds; Authorizations. All Fees are non-refundable, regardless of earlier termination or expiration of this Agreement, and shall be paid in U.S. Dollars. Customer shall pay any applicable sales, use, value added, surtax and personal property taxes, duties, fees and other governmental assessments or charges arising out of this Agreement and the transactions contemplated in this Agreement, excluding taxes based on Wisely’s income. In addition to Wisely's suspension rights in Section 1.4 and Wisely's right to charge a late payment fee in Section 3.1, Wisely may suspend Customer's access to the Solution if Customer is ten (10) or more business days past due on Fees.

4.1 Customer Ownership of End User Data. Customer may collect, through the Solution, personal information about End Users, including, without limitation, contact information (such as name, phone number, email address, etc.), credit card information, purchase and visit history, acquisition source, email interactions, online reviews, and location information (collectively, "End User Data"). Without limiting Section 2.2.5, before any Customer engages with the Solution, Customer will provide all notices and obtain all consents required under Applicable Privacy Laws to enable Wisely to process End User Data in accordance with Wisely's privacy policy (currently available at https://getwisely.com/privacy-policy). Customer will not (a) make any representations or other statements with respect to End User Data that are contrary to, or otherwise inconsistent with, Wisely's privacy policy or (b) interfere with any independent efforts by Wisely to provide Customer notice or obtain End User consent. Customer owns all right, title, and interest in and to individual-level End User Data. Notwithstanding the foregoing, Customer grants Wisely the right to use and disclose End User Data (i) on an aggregated and anonymized basis for Wisely’s business purposes; (ii) to provide, manage, maintain, enhance, and add to the Services; (iii) as elected by Customer in writing (email acceptable) in connection with Customer’s use of the Services; and (iv) to enforce Wisely's rights under this Agreement.

4.2 Wisely Data. Wisely owns all right, title, and interest in and to all data and information related to Customer's and End Users' use of the Solution (except End User Data) and may aggregate, use, disclose, compile, distribute and publish statistical and/or analytical data regarding the performance, provision, and operation of the Solution (including, without limitation, by aggregating and anonymizing End User Data) (collectively, "Wisely Data"). Wisely hereby grants to Customer during the Term a non-exclusive, revocable, non-transferable, non-sublicensable right and license to use such Wisely Data solely for Customer's internal business purposes.

5.1 Definition. "Confidential Information" means any and all information and data disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") under this Agreement, which includes, without limitation, information (tangible or intangible, written or oral) regarding the Disclosing Party's technology, patents, patent applications, developments, inventions, designs, drawings, techniques, research, know-how, specifications, products, product plans, services, pricing, End User information, marketing information, regulatory information, reports, user data, sales data, other data and analysis, Solution (including source and object code), computer systems configurations, formulas, agreements with third parties, current or future strategic information, current or future business plans, processes, policies or practices, employee information, and other business and technical information, that (a) is marked “confidential” or “proprietary” at the time of disclosure by the Disclosing Party, or (b) by its nature or content is reasonably distinguishable as confidential or proprietary to the Disclosing Party. Confidential Information may also include information of a third party that is in the Disclosing Party's possession under an obligation of confidentiality and is disclosed to the Receiving Party under this Agreement. For clarity, and without limiting the foregoing, the Solution is Confidential Information of Wisely.

5.2 Obligations of Confidentiality. The Receiving Party agrees not to use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement. The Receiving Party shall not disclose or permit disclosure of any Confidential Information to third parties or to employees of the Receiving Party, other than directors, officers, employees, consultants and agents of the Receiving Party ("Representatives") who are required to have the information to exercise the rights in or perform the obligations under this Agreement. The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such Confidential Information. Such measures shall include, without limitation, taking the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its Representatives. The Receiving Party agrees to notify the Disclosing Party in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information that may come to the Receiving Party's attention. The obligations of this Section 5.2 shall survive expiration or termination of this Agreement for a period of three (3) years from such termination or expiration; provided, that the obligations of the Parties regarding the use, protection and confidentiality of Confidential Information that constitutes a trade secret of the Disclosing Party shall survive the termination or expiration of this Agreement for so long as such Confidential Information remains a trade secret of the Disclosing Party.

5.3 Exceptions. The obligations of the Receiving Party under Section 5.2 shall not apply to any Confidential Information that the Receiving Party can prove: (a) was previously known to the Receiving Party without an obligation of confidentiality; (b) was acquired by the Receiving Party from a third party which was not under an obligation to not disclose such information; (c) is or becomes publicly available through no fault of Receiving Party; or (d) the Disclosing Party gave written permission to the Receiving Party for disclosure, but only with respect to such permitted disclosure.

5.4 Compelled Disclosures. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the Confidential Information, the Receiving Party shall give the Disclosing Party prompt written notice of any disclosure of the Confidential Information that, in the opinion of its counsel, appears to be required by law, so that the Disclosing Party may assert any defenses to disclosure that may be available. If the Disclosing Party fails to obtain a protective order or other appropriate remedy, the Receiving Party shall furnish only that portion of Confidential Information that is legally required to be disclosed and any such Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally-compelled disclosure.

5.5 Return of Confidential Information. Any Confidential Information shall be promptly returned, deleted, or destroyed (with certification of such deletion or destruction) by the Receiving Party within ten (10) days after the earlier of (a) termination of this Agreement or (b) the written request of the Disclosing Party.

6.1 Of Each Party. Each party hereby represents and warrants to the other party that: (a) it  has the  full corporate  right, power and  authority to  enter into  this  Agreement and  to  perform  the  acts  required by  it  hereunder;  and  (b)  the  execution of this Agreement and the performance by such party of its obligations and duties hereunder, do not and shall not violate any agreement to which such party is otherwise bound.

6.2 Of Customer. Customer hereby represents and warrants to Wisely that: (a) Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Materials and the End User Data for Wisely to store, collect, use and share such Customer Materials and/or End User Data in accordance with this Agreement and Wisely's privacy policy; (b) Customer maintains adequate physical, technical, administrative and procedural safeguards to protect the End User Data from unauthorized use or disclosure; and (c) Customer will use the Solution in compliance with all applicable laws and regulations, and will not use the Services in a way that violates or causes Wisely to violate any third-party right.

6.3 Wisely Solution Warranty. Wisely warrants that for a period of thirty (30) days from the delivery of the Solution, the Solution shall substantially perform the material functions described in any included documentation and materials describing the Solution's functionality, when used in accordance with such documentation and materials. The sole liability of Wisely (and its suppliers/licensors), and Customer's sole remedy, for any failure of the Solution to conform to the foregoing warranty, is for Wisely to do one of the following (at Wisely's sole discretion): (a) modify, or upgrade, the Solution so that it conforms to the foregoing warranty; (b) replace Customer's copy of the Solution with a copy that conforms to the foregoing warranty; or (c) terminate the license with respect to the non-conforming Solution and refund the Fees paid by Customer for such non-conforming Solution. All warranty claims must be made by written notice to Wisely on or before the expiration of the warranty period.

6.4 Wisely Services Warranty. Wisely warrants that it shall perform the Support Services, if any, in a good and workmanlike manner consistent with applicable industry standards. As Customer's sole and exclusive remedy and Wisely's entire liability for any breach of the foregoing warranty, Wisely shall, at its sole option and expense, promptly re-perform any Support Services that fail to meet the limited warranty set forth in this Section 6.4 or refund to Customer the Fees paid for non-conforming Services.

7. Warranty Disclaimers.

EXCEPT AS SET FORTH IN SECTION 6 ABOVE, THE SOLUTION AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND WISELY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT, INTEGRATION AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WISELY DOES NOT WARRANT THAT USE OF THE SOLUTION OR SUPPORT SERVICES SHALL BE UNINTERRUPTED, ERROR FREE, OR SECURE, OR THAT ANY DEFECTS SHALL BE CORRECTED.

8. Indemnification.

8.1 Customer Indemnification.  Customer shall indemnify, defend and hold harmless Wisely and its officers, directors, employees, agents, and assigns against any third party claims, actions, proceedings, damages, losses, judgments, settlements, costs and/or expenses (including attorneys' fees) ("Claim") arising from: (a) any violation of Applicable Privacy Laws and Practices or non-fulfillment of any offers made in the Messages, or other offers of goods or services (including, without limitation, promotional offers) made by Customer to a third party using the Solution; (b) Customer's breach or alleged breach of this Agreement (including, without limitation, Customer's breach or alleged breach of any representations, warranties, or covenants herein); (c) any Customer Materials and/or Customer Logos, including Wisely's compliance with any specifications or directions provided by or on behalf of Customer to the extent prepared without any contribution by Wisely; or (d) Customer's violation of any agreement it has with any End User. Wisely reserves the right to assume sole control of the defense and/or settlement of the Claim.  

8.2 Wisely Indemnification.  Wisely shall hold Customer harmless from liability to unaffiliated third parties resulting from infringement by the Solution of any United States patent or any copyright or misappropriation of any trade secret, provided Wisely is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Wisely will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Solution (i) not created by Wisely, (ii) resulting in whole or in part in accordance from Customer's specifications, (iii) that are modified after delivery by Wisely, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of is not strictly in accordance with this Agreement and all related documentation.

9. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) WISELY SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOLUTION OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF; AND (B) WISELY'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO WISELY FOR THE SOLUTION IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, IN EACH OF THE FOREGOING CASES (A) AND (B), REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER WISELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT WISELY WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.

10.1 Term. Unless earlier terminated as provided below, this Agreement will commence on the Effective Date and will continue for the initial term specified on the Statement of Work ("Initial Term"). This Agreement shall automatically renew for the term specified in the Statement of Work (each, a "Renewal Term" and together with the Initial Term, the "Term"), unless either party provides the other party with written notice of non-renewal at least ninety (90) days prior to the end of the then-current Term.

10.2 Termination. Either Party may terminate this Agreement in the event of the other Party's material breach if the breach is not cured by such breaching Party within sixty (60) days after the breaching Party receives notice of the breach from the non-breaching Party.

10.3 Consequences of Termination. Upon any expiration or termination of this Agreement, the rights and licenses granted to Customer hereunder shall automatically terminate, and Customer agrees to immediately cease using the Solution and to return or destroy all copies of any Wisely Confidential Information in Customer'S possession or control and certify the completion of such return or destruction in accordance with Section 5.5. Upon termination of this Agreement, Wisely shall have no obligation to refund any Fees or other amounts received from Customer during the Term.

10.4 Survival. Sections 3 through 11 shall survive any expiration or termination of this Agreement. In addition, any accrued and outstanding payment obligations shall survive any expiration or termination of this Agreement.