Last updated: June 1, 2025
This Master Services Agreement (hereinafter referred to as “Agreement” / “MSA”) effective as of the date set out in the Order Form (“Effective Date”), is entered into between Loop Solutions Inc., having its registered address in 251, Little Falls Drive, Wilmington, Delaware, 19808 United States (“Loop”), and the Customer (as identified in the Order Form) (“Customer”). Loop and the Customer shall each be referred to as a “Party” and collectively, as the “Parties” to the Agreement.
WHEREAS, the Customer desires to engage Loop to provide web-based subscription management services, including platform integration, analytics, and support/maintenance, and Loop is willing to provide such Services to Customer, pursuant to the terms and conditions set forth in this Agreement; WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions that will govern Loop’s provision of the Services to the Customer; WHEREAS, the Parties understand and agree that by executing the respective Order Form, they agree to be bound by the terms set out in this Agreement; and NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1 Definitions Unless and except to the extent otherwise defined in the relevant provisions of the Agreement or any Order Form, all capitalized terms shall have the means assigned to them below (equally applicable for singular and plural forms of the terms defined):
1.1 “Account” shall mean an account the Customer must register with Loop on the Loop Subscriptions Platform prior to accessing the Services under this Agreement.
1.2 “Applicable Law” shall mean all applicable local, state, federal, and international laws, rules, and regulations, as the case may be.
1.3 "Customer Data” shall mean the data, information and content provided by the Customer to Loop, including through Third-Party Services providers, to enable provision of the Services, including (i) customer content; (ii) submitted data; and (iii) personal data of the customers collected for rendering the Services.
1.4 “Loop Subscriptions Code” shall mean the code developed and provided by Loop Subscriptions for use in connection with the Services. Loop Subscriptions Code shall include (but is not limited to) the Loop Subscriptions application, web-based module, server-side software.
1.5 “Loop Subscriptions Data” shall mean statistical and use data collected by Loop pertaining to use of the Services by the Customer.
1.6 “Loop Subscriptions Platform” shall mean the Loop Subscriptions software-as-a-service product(s) accessed through the Loop Subscriptions application or through a web portal.
1.7 “Loop Subscriptions Technology” shall mean any and all Documentation, Loop Subscriptions Code, Loop Subscriptions Data and other technology, code, know-how, logos and templates (including in any Reports or output obtained from the Services) underlying the Services, and anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback.
1.8 “Personal Data” shall mean the personal information of the customers (i.e., the customers of the retailer/Customer) as well as customer purchase, shipment and billing information collected while using the E-commerce Platform.
1.9 “Services” shall mean the services, individually and collectively, that Loop provides to the Customer as per the terms and conditions of this Agreement or specific Order Forms thereto, such as web based subscription management services, including platform integration, analytics, and shall include all Loop Subscriptions Technology and any support and maintenance services provided as per the terms and conditions contained in this Agreement.
1.10 “Subscription Fee” shall mean both the fixed fee and transaction fee that the Customer shall pay for the Services provided by Loop, as specified in the specific Order Form.
1.11 “Term” / “Subscription Term” shall mean the initial term for the subscription to the applicable Services, as specified on the Order Form(s), and each subsequent renewal term (if any), as provided in Clause 3.1 of this Agreement.
1.12 “Third-Party Service(s)” shall mean services delivered or performed by third-parties related to the Services, or other online, web-based services, e-commerce platforms or other business application subscription services, that interoperate with or are used in connection with the Services, and any other products not developed by Loop.
2 MSA and ORDER FORM
2.1 Loop shall provide the Customer with Services that are identified in this Agreement or in the specific Order Form in accordance with the terms and conditions contained in this Agreement and the Order Form or any other ancillary documents. The Order Form and the ancillary agreements thereto are integral parts of this Agreement and are hereby incorporated into this Agreement by reference. In the event of any conflict between any terms and conditions contained in this MSA and any Order Form(s), the terms and conditions contained in the Order Form shall take precedence over the terms and conditions of this MSA.
2.2 The Customer hereby appoints Loop, and Loop hereby accepts the appointment, to act as the Customer’s exclusive provider of the Services contemplated hereunder during the Term in accordance with the terms and conditions of this Agreement – i.e., the Customer undertakes to not engage any other vendor or subscription apps, including Loop’s direct competitors with respect to the Services during the Term.
2.3 Order Form(s) –
2.3.1 The Parties shall, from time to time during the Term of this Agreement, enter into individual Order Forms to govern the specific Services to be performed by Loop under this Agreement and the Subscription Fee. Any special service not included under “Services” herein, shall be specifically set out in such Order Form and deemed to be “Services” for such Customer.
2.3.2 The Parties covenant that through the execution of the Order Form, they agree to be bound by the terms of this MSA, and no separate execution of this MSA shall be necessary.
2.3.3 The Order Form shall set forth the Effective Date and the Term for the applicability of this Agreement.
3 TERM and TERMINATION
3.1 Term and Renewal of the Agreement – The Term of this Agreement shall be the period for which the Services shall be provided by Loop to the Customer, as identified in the Order Form and shall either be in the nature of monthly subscription, annual subscription or multi-year subscription; further, the Term shall be automatically renewed on its expiry. Such renewal shall include all terms and conditions of this Agreement, including the lock-in period and any other obligations set forth herein, unless otherwise mutually agreed in writing. Should either Party wish to discontinue at the conclusion of a Term, such Party must notify the other in writing at least 30 (Thirty) days prior to the end of the Term, and during such time, Services will continue and payments of Service Fee will have been made. Any optional services agreement executed between the Parties may include separate term and termination provisions applicable solely to that agreement. The termination of this Agreement shall be deemed to include the termination of any optional services agreement.
3.2 Termination for Convenience - During the Term of this Agreement, either Party shall have the right to terminate the Agreement, in whole or in part as to any Order Form or portion thereof, for convenience and without cause by giving the other Party a written notice of termination at least 30 (Thirty) days prior to the date of such termination. The Agreement shall continue to subsist and be in operation during such 30-day period.
Such termination for convenience may be exercised by either Party only after the expiry of the Lock-in Period, which shall reset upon each renewal of the Agreement. The Lock-in Period shall be as defined in the Order Form or renewed order form and shall be calculated from the Effective Start Date of the Term. If no order form exists between the parties, such termination for convenience may be triggered by either Party only after 6 (Six) months, reckoned from the Effective Date of the Initial Term or the renewed term, whichever is later.
3.3 Termination for Cause - Either Party may terminate this Agreement, including any related Order Form, if the other Party: (a) fails to cure any materially adverse defect in the rendition of Services or payment of Subscription Fee under this Agreement within 30 (Thirty) days after a prior written notice detailing the defect or from the date on which any amount became due and payable; (b) ceases operation without a successor; or (c) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that Party (and not dismissed within sixty (60) days thereafter). For the avoidance of doubt, the Customer shall remain responsible for payment of Subscription Fees during any suspension period, if any. However, unless this Agreement has been terminated, Loop agrees to cooperate with the Customer to promptly restore access to the Services once it is verified that the Customer has resolved the condition requiring such suspension.
3.4 Effect of Termination - Upon any expiration or termination of this Agreement or an Order Form:
3.4.1 The Customer’s license rights terminate and the Customer must promptly: (i) stop use of the Services(s); (ii) delete (or, at Loop’s request, return) any and all copies of the Loop Subscriptions Code, any documentation, passwords or access codes, and any other Confidential Information in the Customer’s possession, custody, or control.
3.4.2 Loop may delete the Customer Data at any time after 30 (Thirty) days from the date of termination.
3.4.3 Should Loop or Customer terminate this Agreement for cause as provided in Clause 3.3 of this Agreement, any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by the Customer.
3.4.4 All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, indemnification, warranty disclaimers, and limitations of liability.
3.4.5 If the Customer terminates use of the Service for any reason, prior to the end of the term specified in the Agreement, then as a genuine pre-estimate of the Loop’s damages, and not as a penalty, the Loop will have the right to charge the Customer store fee, Subscription Fee, account management fee, and any monthly fee, all multiplied by the number of months remaining during the term specified in the Agreement, as well as any one-time, non-recurring fees specified in such Agreement, as applicable. The parties expressly agree that the damages that Loop might reasonably anticipate to be sustained by Loop upon any such termination are difficult to ascertain and measure because of their indefiniteness or uncertainty and that the amount set forth above is a reasonable estimate of the damages that would likely be caused and shall be due regardless of proof of actual damages.
4 SERVICES
4.1 Provision of Services - Loop shall provide to the Customer, and the Customer will receive from Loop, the Services specified in this Agreement and the Order Forms, at the applicable fees, i.e., Subscription Fee, as set forth in the specific Order Forms as per the provisions of this Agreement
4.2 During the Subscription Term, Loop shall grant the Customer limited, non-exclusive, revocable, non-sublicensable, non-transferable licence to use and access the Services described in the applicable Order Form, pursuant to terms of this Agreement and the relevant Order Form. The Customer’s use of the Services includes the right to access all functionality available in the purchased Services in accordance with the package(s) (and any applicable usage limitations) chosen on the Order Form, as of the Effective Date. The Services may require installation of Loop Subscriptions Code by the Customer on its system. In these cases, subject to the same conditions above, the rights granted in this clause further include the right to install and use the relevant Loop Subscriptions Code on the Customer’s system
4.3 Service Updates - Loop may enhance and modify the Loop Platform and introduce new Services from time to time but shall provide the Customer with notice unless such changes are of a minor nature with no material effect on the Parties’ contractual obligations. Except with respect to trials for Services, Loop will not make changes to the Services that materially reduce the functionality of the Services that the Customer avails for the applicable Subscription Term.
5 THIRD-PARTY SERVICES & PLATFORMS
5.1 Certain elements of the Services may be provided through Third-Party Services providers, including E-commerce Platforms. The Customer’s use of any such Third-Party Services is subject to the terms of service governing such websites and services. The Parties herein understand and agree that the availability of the Services, or certain features and functions thereof, is dependent on the corresponding availability of Third-Party Services or specific features and functions of Third-Party Services through which we make certain elements of the Services available
5.2 Loop shall not be responsible for any interruptions or issues with the Services caused by ThirdParty Services, and makes no representation or warranty regarding Third-Party Services, whether or not it recommends, certifies, or otherwise approves a Third-Party Service for use with the Services. The Customer’s dealings with or participation with Third-Party Services are solely between the Customer and the applicable Third-Party Service providers. The Parties herein agree that Loop shall not be responsible for any loss or damage of any sort relating to the Customer’s dealings with Third-Party Services, and that the Customer’s Agreement and Loop’s Privacy Policy do not apply to the Customer’s use of such Third-Party Services.
6 INDEMNIFICATION
6.1 To the maximum extent permitted by applicable law, the Customer shall indemnify, hold harmless and defend Loop and its Affiliates, at their expense, from any and all third-party claims, actions, proceedings, and suits brought against Loop or any of the its affiliates, officers, directors, employees, or agents, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Loop or any of its officers, directors, employees, agents or Affiliates, arising out of or relating to (a) the Customer’s breach of any term or condition of this Agreement; (b) the Customer’s access to and use of the Services or Third-Party Services; (c) any other party’s access and use of the Services with the Customer’s unique username, password or other appropriate security code; or (d) any claims made by or on behalf of any third-party pertaining directly or indirectly to the Customer’s use of the Services, or the Customer’s use, and disclosure of data in violation of any Third-Party rights (including intellectual property, privacy and publicity rights).
6.2 Loop shall provide the Customer with written notice of any claim, suit or action from which the Customer must indemnify Loop. The Parties shall cooperate as fully as reasonably required in the defense of any claim. Loop reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Customer.
7 CONFIDENTIALITY
7.1 “Confidential Information” shall include either Party’s non-public business and technology information, trade secrets, Personal Data, any written materials marked as confidential and any other information which is clearly identified as confidential or proprietary at the time of disclosure or that the receiving Party reasonably should be understood to be confidential
7.2 Confidential Information may be in whatever form, not generally known or readily available to the public, and proprietary and confidential to the disclosing Party, including, with respect to Loop, the Loop Subscriptions Data and all non-public features of the Loop Subscriptions Platform and Services; with respect to the Customer, Customer Data; and with respect to both Parties, the terms and conditions of each Order Form.
7.3 Confidential Information excludes information that the receiving Party can document: (i) is (at the time of disclosure of such information) generally available to the public without fault of the receiving Party; (ii) was rightfully in the receiving Party’s possession prior to its disclosure by the other Party; (iii) is independently developed without the use of any Confidential Information of the disclosing Party, as demonstrated by documented evidence; or (iv) is obtained without obligation of confidentiality from a third-party who has the right to disclose it.
7.4 Confidentiality Obligations and Use of Personal Data
7.4.1 The Parties hereby agree to maintain the confidentiality of all Confidential Information, and to only use the Confidential Information as specifically permitted by the terms and conditions of this Agreement.
7.4.2 The receiving Party shall give Confidential Information at least the same level of protection as it gives its own information of similar sensitivity, but not less than a reasonable level of protection. Confidentiality obligations shall survive any termination of this Agreement or any Order Form thereof.
7.4.3 The Customer agrees not to publicly disseminate information regarding the performance of the Services (which is deemed Loop’s Confidential Information).
7.4.4 The Customer understands and agrees that any special price/discounts offered to the Customer by Loop is deemed to be Loop’s Confidential Information and such information shall not be disclosed to any third-party.
7.4.5 All Confidential Information shared and/or exchanged between the Parties shall be returned to the disclosing Party upon termination of this Agreement for any reason, or upon a request made in writing by the disclosing Party.
7.4.6 It is clarified that Personal Data belongs to the applicable individual and will be used by Loop only for the purpose of providing reportage to the Customer as contemplated by the Service. In the event of any breach of the security or confidentiality of Personal Data, the affected Party will promptly inform the other Party. Loop and the Customer will promptly coordinate and cooperate regarding informing any affected individuals and authorities of the breach as required under applicable law.
7.4.7 The Parties to this Agreement hereby agree to obtain all necessary rights, releases, and consents to allow Personal Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Loop the rights set out in this Agreement.
8 INVOICES AND PAYMENT
8.1 While the Parties understand that at the first instance, Loop will seek to collect Subscription Fees from the relevant E-commerce Platform, the Customer undertakes to have the Subscription Fee paid no later than 45 (Forty-Five) calendar days from the invoice date. It is understood by the Parties that invoices are due and payable on the date on which they are issued. Loop reserves the right to charge interest on late payments at the rate of 1.5% per month or 18% per annum, on the outstanding balance, or the maximum rate permitted by Applicable Law, whichever is lower, from the date such payment was due until the date paid. If any payment is 45 (Forty-Five) or more days overdue, Loop may, without limiting Loop’s other rights and remedies, suspend the Customer’s access to the Services until such amounts are paid in full along with late payment charges.
8.2 All amounts payable under this Agreement will be made without set-off or counterclaim. Payments are non-refundable and non-creditable and payment obligations non-cancellable. The Customer shall be responsible for all applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes imposed on the transaction or the delivery of Services, except taxes based on Loop’s net income. If the Customer chooses to pay using a credit card, the Customer shall authorize Loop Subscriptions to charge Subscription Fees or other amounts due automatically to the Customer’s credit card without invoice.
9 INTELLECTUAL PROPERTY OWNERSHIP
9.1 Loop’s Ownership
9.1.1 The Parties acknowledge that the Customer is obtaining only a limited licence/right to use the Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to the Customer under this Agreement. Other than the Loop Subscriptions Code, the Services are offered as an online hosted product. The Parties acknowledge and agree that Loop (or its licensors) owns the Services (including the Loop Subscriptions Technology) and the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with Loop Subscriptions, Loop Subscriptions, and the Services (with the exception of Customer Data), which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws
9.1.2 The Customer covenants that it shall not make any copies of the Loop Subscriptions Technology or provide access to the Loop Subscriptions Code or Loop Subscriptions Platform to any third-party, or use the licence granted to the Customer under this Agreement in a manner inconsistent herewith. A breach of this covenant would be treated as a material breach allowing Loop to terminate the Agreement immediately and seek appropriate remedy, including, in the form of appropriate injunction and damages.
9.2 The Customer’s Ownership
9.2.1 Between the Parties to this Agreement hereto, Loop acknowledges and agrees that the Customer owns the Customer Data and all content contained within them (excluding Personal Data and any Loop Subscriptions Technology) and the Customer’s copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights with respect to the Customer’s products and services.
9.2.2 The Customer grants Loop and its third-party providers (including Third-Party Services), under all of the Customer’s applicable intellectual property rights, a worldwide, non-exclusive, royalty-free, non-transferable, sublicensable licence to use, reproduce, distribute, modify, perform and display the Customer Data solely in conjunction with the provisions of Services under this Agreement.
9.2.3 Loop agrees not to disclose, disseminate, or make available Customer Data to third parties other than as needed to perform the Services or as otherwise provided in this Agreement. Additionally, the Customer may grant Loop, upon request, the right and license to use the Customer’s trade names, trademarks, service marks, trade dress, logos and other rights in indicia to identify the Customer as a Loop Solutions’ customer.
10 LIMITATION OF LIABILITY
10.1 Except with respect to liability arising from a Party’s gross negligence or willful misconduct, misappropriation by a Party of the other Party’s intellectual property, and/or a Party’s indemnification obligations (collectively, “Excluded Liability”), in no event shall either Party be liable for lost profits, lost data, interruptions of business, or any indirect, incidental, punitive or consequential damages arising out of this Agreement or use of the Loop Subscriptions Platform, including where such types of damages relate to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed, regardless of whether such Party has notice of the potential for such loss or damage, and regardless of the theory of liability (including negligence and strict liability).
10.2 Except with respect to aforementioned excluded liability, Loop’s (including its Affiliates, officers, directors and employees) maximum aggregate liability to the Customer for losses or damages that the Customer suffers in connection with the Services under this Agreement is limited to the amount paid, if any, by the Customer to Loop as Subscription Fees.
10.3 To the extent permitted under law, Loop shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of data, opportunities, reputation, profits or revenues, related to the Loop Subscriptions Platform or Services. The limitations of damages set forth above are fundamental elements of the basis of the bargain between the Parties.
10.4 These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. The above limitations may be superseded by law in some jurisdictions.
11 REPRESENTATIONS AND WARRANTIES
11.1 The Parties to this Agreement represent inter se that they, or the authorized representative acting on behalf of the Party, have the authority and the legal capacity to enter into this Agreement and undertake to comply with Applicable Laws in the performance of their obligations and exercise of their rights hereunder.
11.2 The Customer’s representations and warranties - The Customer hereby represents and warrants to Loop that -
11.2.1 The Customer shall not have any right or authority to make any representations or warranties on Loop’s behalf, except as expressly approved in writing by Loop; or to assume or create any obligations or responsibilities, express or implied, on behalf of Loop; or to bind Loop in any way, except as expressly set forth in this Agreement. The Customer warrants that Loop shall not be liable for any unauthorized representations or warranties made by the Customer.
11.2.2 To the Customer’s best knowledge, the Customer Data will not violate any person’s right of privacy or infringe any third-party copyright, trademark, or other intellectual or contractual property rights.
11.2.3 The data shared by the Customer with Loop shall not infringe any third-party’s intellectual property, personal or other proprietary rights, and shall be compliant with all Applicable Laws.
11.2.4 The Customer shall provide to Loop all documentation, and make available all relevant information relating to the Services, including anything that Loop reasonably requests the Customer to comply with any obligation relating to the sale and delivery (including customs clearance), and the Customer warrants that all statements, documentation and information are, and continue to be true, correct and complete.
11.2.5 The Customer covenants to authorize and take all steps necessary to make the payment of the Subscription Fees from the E-commerce Platform to Loop. The Customer warrants that the obligation to make timely payments of the Subscription Fee shall lie solely with the Customer.
11.3 Loop’s representations and warranties - Loop hereby represents and warrants to the Customer that -
11.3.1 Loop shall not have any right or authority to make any representations or warranties on the Customer’s behalf, except as expressly approved in writing by the Customer; or to assume or create any obligations or responsibilities, express or implied, on behalf of the Customer; or to bind the Customer in any way; except as expressly set forth in this Agreement. The Customer warrants that Loop shall not be liable for any unauthorized representations or warranties made by the Customer.
11.3.2 The use of the Loop Subscriptions Technology as provided by Loop to the Customer, in accordance with the terms of this Agreement, will not infringe the intellectual property rights of any third-party.
11.3.3 Loop undertakes to obtain all necessary consents to supply or otherwise make available Loop’s Services to the Customer for the purposes for which they are provided as per the terms of this Agreement.
12 GOVERNING LAW, DISPUTE RESOLUTION & JURISDICTION
12.1 The validity, construction, interpretation or performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to conflicts of law principles. The Parties to this Agreement submit, all actions and proceedings arising out of or in relation to this Agreement, to the exclusive jurisdiction of the federal and state courts located in the City and County of New Castle County, Delaware, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
12.2 The Parties to this Agreement recognize that this Agreement is subject to, and intended to comply with, Applicable Law, and agree that the Services addressed in this Agreement do not exceed those which are reasonably necessary to accomplish the commercially reasonable business purposes of this Agreement.
13 GENERAL TERMS
13.1 Entire Agreement; Amendment - This Agreement, including the Order Form and any other document incorporated herein by reference, constitutes the entire Agreement between the Parties concerning the subject matter hereof and supersedes all prior or oral agreements or understandings with respect thereto. This Agreement shall not be amended except by a writing signed by authorized representatives of both Parties.
13.2 No Waiver - Any waiver by either Party of a default or obligation under this Agreement will be effective only if it is made in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or to insist on strict compliance by the other Party will constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance.
13.3 Severability - If any provision of this Agreement is deemed invalid or unenforceable by a court or authority, that provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remainder of this Agreement shall remain in full force and effect.
13.4 Assignment - Neither Party may assign or transfer this Agreement or any of its rights or duties hereunder (excluding Third-Party Services) to any third-party without prior written consent of the other Party, which may not be unreasonably withheld. Notwithstanding the foregoing, a Party may, upon written notice to the other Party, assign this Agreement to a third party in connection with a merger with such third-party or acquisition of all or substantially all of the assigning Party’s stock or assets to which this Agreement relates.
13.5 Notices - All notices required under this Agreement will be in writing and will be delivered through e-mail, to the address of the receiving Party as specified in the Order Form.
13.6 Independent Contractors - The Parties are independent contractors. Loop is not an agent of the Customer and will not represent to any third-party that it is an employee or agent of the Customer. The Customer shall have no authority to enter into any contract on behalf of Loop. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, 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.
13.7 Injunctive Relief - Each Party acknowledges that the other Party’s intellectual property and Confidential Information is highly valuable to the other Party, that any breach of such Party’s obligations with respect to confidentiality and/or use of the other Party’s intellectual property may severely damage the other Party, the extent of which damage would be difficult to ascertain or may be inadequate as remedy and, therefore, the Parties acknowledge that the other Party is entitled to seek, among other remedies, temporary and permanent injunctive relief and other equitable relief for any such breach, without the necessity of posting bond or other security, to the extent permitted by Applicable Law.
13.8 Force Majeure - The Parties shall be excused from delays or failure to perform its duties to the extent such delays or failures result from acts of nature, riots, war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond its reasonable control. The Parties will promptly inform in writing and consult with each other as to any of the above causes that in their judgment may or could be the cause of a substantial delay in the performance of this Agreement.
