General Terms & Conditions

These General Terms: (1) set out the terms under which Centaur Analytics, Inc. (“Company”) provides Services to Customer; and (2) form a part of the Agreement between Company and Customer (each a “Party” and, together, the “Parties”).

DEFINITIONS

“Activation Date” means the first date any Services commence under this Agreement.

“Agreement” or “Sales & License Agreement” means the combination of: (1) the Order Form; (2) the General Terms; (3) any nondisclosure agreement between the Parties; and (4) the Incoterms® 2010, as issued by the International Chamber of Commerce (“Incoterms® 2010”).

“Customer” means the purchaser of Services set out in an Order Form signed by the Parties.

“Data” means Customer’s information collected by the Services, or information that Customer otherwise shares with Company. “Data” does not include the personal data of any User, which is addressed by the privacy notice, as set out in Article 4.10.

“Documentation” means the specifications, user manuals, and online tutorials regarding the Services, as amended from time to time, which Company makes available to Customer.

“Equipment” means wireless sensors, sensor mounts, and related hardware components of the Services, as set out in the Documentation.

“Fees” means the fees Customer pays Company for Services, as set out in the Order Form.

“Intellectual Property Rights” means patents, copyrights, trademarks, trade names, trade secrets, brands, logos, know-how, design rights, and any other intellectual property right enforceable in any jurisdiction, whether or not applied for or granted, as existing from time to time.

“Internet-of-Crops™ Analytics Platform” means the cloud-based technology platform developed and operated by Company, which enables the processing, analysis, hosting, and reporting of Customer Data, as set out in the Documentation.

“Install” or “Installation” means the installation of any Equipment at any Customer site, and the subsequent testing and activation of Services.

“Services” means the services Company provides to Customer under this Agreement. Services are the combination of: (1) Internet-of-Crops™ Analytics Platform; (2) Equipment; (3) Software; and (4) Support, as set out in the Documentation.

“Software” means the software developed by Company and embedded as a component of: (1) Internet-of-Crops™ Analytics Platform; and (2) Equipment, including all updates, improvements, enhancements, bug fixes, new features, and new versions.

“Support” means the pre- and post-sales support Company gives Customer, as set out in Article 12.

“User” means any person authorized by Customer to use the Services.

“$|€” means: (1) U.S. dollars ($) for Customers domiciled and headquartered in any jurisdiction outside the European Union (“EU”); or (2) Euros (€) for Customers domiciled and headquartered in any jurisdiction within the EU.

1. COMPANY OBLIGATIONS

1.1. Company will provide Customer the Services, as set out in this Agreement.

1.2. Company will comply with applicable laws and regulations.

2. CUSTOMER OBLIGATIONS

2.1. Customer will pay Company the Fees.

2.2. Customer will use the Services for its own purposes and will not resell or otherwise transfer any component of the Services without Company’s prior written consent.

2.3. Customer may allow its advisors or suppliers to access the Services in accordance with Customer’s obligations under this Agreement for the limited purpose of improving Customer’s operations, subject to prior written notice to Company on a case-by-case basis.

2.4. Customer will comply with the Documentation regarding access to and use of Services, including, without limitation, use of up-to-date web browsers, cellular signals, internet connections, and surge-protected electrical power, proper environmental conditions (including, without limitation, protection from extreme heat or cold, moisture, radio frequency interference, and magnetic fields), and related guidelines to enable the Services.

2.5. Customer will keep secure its login credentials to prevent unauthorized access to the Services and will notify Company promptly if it becomes aware of unauthorized access.

2.6. Customer will comply with applicable laws and regulations.

3. LICENSE

3.1. Company grants Customer a non-exclusive, non-transferable, limited license to use the Services, including Software embedded in components thereof.

3.2. Customer authorizes Company to act on its behalf to obtain licenses to use third-party software, if any. Customer will comply with all terms and conditions of each third-party software license, which Company will provide to Customer following Installation.

3.3. Customer will not: (1) modify or create derivatives of; (2) sublicense, resell, lease, assign, or otherwise transfer; (3) permit third-party access to or use of; (4) merge or embed into any other computer program; (5) develop services that are the same as or substantially similar to; or (6) reverse engineer, decompile, disassemble, or otherwise discover or attempt to discover the operational methods or replicate the functionality of, in whole or in part, the Services, including components thereof, and any third-party software under this Agreement.

3.4. Each Party grants the other a limited license to reproduce and use its trademarks, trade names, brands, and logos as necessary for marketing purposes and to perform their respective obligations under this Agreement.

4. DATA

4.1. Data and all components thereof are owned by Customer, except as set out in this Agreement.

4.2. Customer may use Data for its own purposes or make Data available to third parties in its sole discretion.

4.3. Customer grants Company a nonexclusive, perpetual, royalty-free, worldwide license to access, collect, use, reproduce, manipulate, modify, store, distribute, sell, or otherwise transfer the Data, in whole or part, as set out in this Agreement or as the Parties agree otherwise in writing.

4.4. Customer acknowledges that Company may use the license above to: (1) provide the Services; (2) enhance the Services; and (3) anonymize, aggregate, or integrate Data with third-party data such that it is no longer specifically identifiable.

4.5. Company will not disclose or sell non-anonymized Data to any third party without Customer’s prior written consent or as otherwise set out in this Agreement. However, Company may disclose Data to third parties if reasonably necessary to comply with any law, regulation, or legal order or in legal proceedings relating to the Services or Data.

4.6. Company will provide Customer upon written request at any time during the Term: (1) notice of the types of third parties to which Company may disclose Data; and (2) reasonable means to limit Data disclosure on a case-by-case basis.

4.7. Company will provide for the return or destruction of identifiable, non-anonymized, non-aggregated, non-integrated Data upon Customer’s written request at any time during the Term.

4.8. Company will comply with reasonable security safeguards to maintain Data accuracy and protect Data from unauthorized access, use, or disclosure. Company will provide notification and escalation processes in the event of unauthorized Data breach.

4.9. To enable the provision of Services, Users may disclose their personal data to Company. Company’s collection, processing, storage, or other use of personal data will comply with: (1) Company’s privacy notice at www.centaur.ag/privacy-notice; and (2) for Customers domiciled and headquartered within the EU, the General Data Protection Regulation (EU) 2016/679 (GDPR).

5. ORDERS

5.1. Orders for Services will be in writing in a format substantially conforming to the Order Form.

5.2. Orders for Services may be modified, postponed, or cancelled only prior to shipment of Equipment, unless the Parties otherwise agree in writing.

6. EQUIPMENT

6.1. Company will deliver Equipment to each Customer site, as set out in an Order Form.

6.2. Following delivery of Equipment, Customer will: (1) secure Equipment in a safe environment pending Installation; and (2) bear all risk of damage, loss, or destruction of Equipment in its possession. Company is not responsible for repairing Equipment damaged as a result of abuse, misuse, moisture, or any accident or event not caused directly by Company or beyond Company’s reasonable control.

6.3. Within 5 days following delivery of Equipment, if any part of such Equipment fails to conform to the Order Form or Documentation, Customer will give Company written notice, in which case Company will take prompt reasonable measures to replace such Equipment.

6.4. Company reserves the exclusive right to: (1) repair, reconfigure, and make changes to Equipment; and (2) replace and supplement Equipment to support the operation of Services.

6.5. If a Service fault is caused by failure of Equipment, Company will repair the fault or replace Equipment as soon as practicable following detection of the fault by Company or Customer’s written notification of the fault, whichever occurs first.

6.6. Customer will reimburse Company its reasonable costs of repairs or replacement of Equipment resulting from: (1) damage caused by Customer or any third party not authorized by Company; or (2) any modification or handling of Equipment not in compliance with the Documentation or in breach of this Agreement.

6.7. Customer will give Company prompt written notice of any lien or encumbrance relating to Equipment.

7. EQUIPMENT TITLE

7.1. If Customer selects a Service package that includes the purchase of Equipment and transfer of title to Customer, the following provisions apply:

7.1.1.  Title of such Equipment will pass to Customer upon delivery to Customer, subject to Company’s receipt of full payment of Fees for such Equipment.

7.1.2.  If Company has not received full payment of Fees upon delivery, Customer will grant Company a purchase money security interest in such Equipment until Company receives full payment.

7.1.3.  Customer’s right to possession and title to Equipment delivered will cease upon Customer’s failure to make full payment of Fees for such Equipment within 30 days following delivery. In such case, without prejudice to any other Company rights, Company may take all reasonable measures to recover such Equipment.

7.2.  If Customer selects a Service package that does not include the purchase of Equipment and transfer of title to Customer, the following provisions apply:

7.2.1.  Company will retain exclusive right, title, and interest in all Equipment at all times, free of any lien or encumbrance.

7.2.2.  Equipment will be deemed Company’s personal property and not part of the real estate of any Customer site.

8. GOVERNMENTAL AUTHORIZATIONS & CUSTOMS

8.1. Company will obtain governmental authorizations required in the country of origin regarding the export of Equipment or Services.

8.2. Customer will obtain governmental authorizations required in the destination country regarding the importation of Equipment or Services.

8.3. For Equipment destined for Customer sites outside the United States and the EU, Customer will clear such Equipment through customs and pay duties to customs authorities, as applicable.

9. INSTALLATION

9.1. The Parties will coordinate jointly the Installation, as set out in the Order Form.

9.2. The Parties will mutually agree an Installation plan tailored to the requirements of each Customer site.

9.3. Customer will make available sufficient staff to support Installation and training in use of Services.

10. ACTIVATION DATE

10.1. Activation Date for each Customer site is the date Installation is completed at such site.

10.2. Upon the Activation Date, Fees for Services are due and payable in accordance with Company invoices (minus Fees for Equipment, if previously paid by Customer).

11. AUTHORIZED USERS

11.1. Immediately upon the Activation Date, Customer will give Company a list of Users authorized to operate Services (including full name, title, email, phone, and office address).

11.2. Customer will keep updated the authorized Users list and promptly notify Company upon any change.

11.3. Company will give each User unique login credentials to access the Services.

12. SUPPORT

12.1. Company will provide Customer remote help-desk training and online support regarding the Services during normal business hours, as notified in writing from time to time.

12.2. Company will provide Customer on-site training regarding the Services, as set out on an Order Form, promptly following the Activation Date. Thereafter, upon Customer’s written request, Company will provide additional on-site training on a time-and-materials basis.

12.3. The Parties will collaborate to improve escalation procedures for the prompt and orderly reporting and resolution of any faults in the Services.

13. WARRANTIES

13.1. The Services will substantially conform to the Documentation.

13.2. The Services will be available an average of 99% per calendar month at the router exit of any cloud-hosting service engaged by Company, except when unavailability results from: (1) Customer errors or negligence; (2) use of the Services not in accordance with the Documentation or this Agreement; (3) Company’s maintenance of the Services, as notified by Company from time to time, which will not exceed 10 hours per month; or (4) faults of third-party cloud hosting services.

13.3. Company will train its representatives regarding Customer’s on-site health and safety compliance and site-specific requirements, as Customer notifies Company from time to time.

13.4. Company will use reasonable endeavors in accordance with standard industry practice to ensure Services do not contain viruses or computer programs intended to damage or detrimentally interfere with systems or data, as detectable by commonly available virus prevention software.

13.5. If Customer selects a Service package that includes the purchase of Equipment and transfer of title to Customer, the following provisions apply:

13.5.1. Company will repair or replace defective Equipment in its discretion for 12 months following Customer receipt. Thereafter, repair or replacement of Equipment will be in accordance with then-current Fees and Company policies, including its return merchandise authorization (“RMA”) process, as Company notifies Customer from time to time. Under the RMA process, Customer will insure and ship Equipment to Company at Customer’s cost. Company will replace sensor batteries and return Equipment at its cost, unless the Parties agree otherwise in writing on an Order Form.

13.5.2. Company may provide on-site spare Equipment, including sensor batteries. In such event, Customer will return promptly to Company any Equipment that has failed and has been replaced by an on-site spare, and Company will replenish on-site spare Equipment in accordance with the RMA process. On-site spare Equipment is subject to Fees.

13.5.3. Company will provide technical personnel to replace sensor batteries as part of Equipment maintenance or upon Customer request. Customer may elect to replace sensor batteries absent Company’s technical personnel, subject to: (1) compliance with Company’s sensor battery replacement instructions, as Company notifies Customer from time to time; and (2) waiver of warranties herein specific to such Equipment.

13.6. If Customer selects a Service package that does not include the purchase of Equipment or transfer of title to Customer, Company will, at its cost, replace sensor batteries and repair or replace defective Equipment in its discretion.

13.7. Customer has the following obligations, the failure of which will void the warranties above:

13.7.1. Customer will grant Company reasonable access to Customer sites to install, maintain, inspect, repair, or replace components of Services, subject to reasonable prior notice;

13.7.2. Customer will provide Company prompt notification in the event of any interruption in the Services or Equipment failure; and

13.7.3. Customer will monitor sensor batteries and ship at its cost Equipment to Company for sensor battery replacement pursuant to Company’s recommended Equipment maintenance schedule.

13.8. Warranties for third-party software are as provided by each licensor, which Company will provide to Customer following Installation.

13.9. Company makes no other warranties regarding the Services. All other warranties or representations, innocent or negligent, express or implied, arising by law, course of dealing, trade practice, or otherwise, are excluded to the full extent permitted by law.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. Intellectual Property Rights in the Services and all components thereof are owned by or licensed to Company and nothing in this Agreement will convey title or ownership interest therein to Customer or any third party.

14.2. Company warrants that Services do not infringe third-party Intellectual Property Rights.

14.3. In the event of any claim regarding the warranty set out in Article 14.2 above (“Claim”), Company will defend and indemnify Customer against such Claim and associated expenses, damages, losses, actions, costs, and legal fees, provided that Customer: (1) promptly provides Company written notification of a Claim; (2) gives Company sole control of the defense; and (3) reasonably cooperates with Company regarding defense strategy, settlement, and related negotiations at Company’s cost.

14.4. If such Claim prevails, Company will: (1) procure for Customer rights as set out in this Agreement at no additional cost to Customer; (2) provide services equivalent to the Services at no additional cost to Customer; or, after Company has exhausted reasonable efforts to achieve (1) or (2) above, (3) terminate this Agreement.

14.5. Company’s obligations in Articles 14.2 and 14.3 above do not apply to any Claim based on use of the Services: (1) not in accordance with the Documentation or this Agreement; (2) in combination with software or hardware not authorized by Company, where the cause of the alleged infringement is such combination; or (3) is modified in any way not authorized by Company, where the cause of the alleged infringement is such modification.

14.6. Notwithstanding any other provision of this Agreement, the Intellectual Property Rights of a Party existing prior to the Effective Date or developed independently of the Services will remain the sole property of that Party; the other Party will have no interest in or claim to it, except as explicitly set out in this Agreement.

14.7. This Article 14 will survive termination of this Agreement.

15. RESERVATION OF RIGHTS

15.1. Notwithstanding any other provision in this Agreement, Company may: (1) modify Services or any component thereof in its sole discretion, provided that modifications do not materially adversely affect Services; and (2) suspend Services at any location if it determines, in its reasonable discretion, that its provision of Services violates applicable law.

15.2. In the event of such suspension, the Parties will promptly consult with each other to attempt to find an alternative solution, if any, that may allow the continued provision of Services.

16. FEES AND PAYMENT

16.1. The Parties will invoice and pay Fees, as set out in the Order Form.

16.2. Customer will pay Fees without deduction or set-off within 30 days from the date of each invoice. The Parties will invoice and pay in: (1) U.S. dollars if Customer is domiciled and headquartered outside the EU; or (2) Euros if Customer is domiciled and headquartered within the EU.

16.3. For any Fees overdue by more than 30 days, Company may, without prejudice to its other rights and remedies, charge interest on a daily basis from the original due date at 1.5% per month or the maximum rate permitted by law, whichever is less.

16.4. If payment of Fees is overdue by more than 30 days, Company may suspend all use of the Services until payment of such Fees is made current.

16.5. Fees do not include any taxes, tax-like charges, or governmental fees applicable to Services, which Company will invoice in accordance with law and Customer will pay. If Customer is required by law to withhold any portion of Fees, Customer’s payment on each invoice will include an additional amount to equal what Company would have received absent withholding.

16.6. Each Party will be responsible for its own taxes on income. For purposes of tax, all transactions between the Parties will take place and are taxable in the United States, unless otherwise required by applicable law.

17. TERM AND TERMINATION

17.1. This Agreement becomes effective as of the Effective Date for an initial term of 12 months (“Initial Term”) upon: (1) both Parties’ signature of an Order Form; or (2) Customer’s use of the Services following any Installation or trial period.

17.2. After the Initial Term, this Agreement will automatically be renewed for successive terms, each of 12 months (each an “Extension Term”), unless terminated as set out below.

17.3. The Initial Term and any Extension Term together constitute the “Term” of this Agreement.

17.4. Either Party may terminate this Agreement for convenience by providing the other Party at least 30 days of written notice prior to a renewal date, effective at the end of the Initial Term or any Extension Term.

17.5. Either Party may terminate this Agreement for cause by providing written notice to the other Party with immediate effect if the other Party:

17.5.1. commits a material breach of this Agreement and does not remedy the breach within 30 days of written notice of such breach by the non-defaulting Party; or

17.5.2. is the subject of: (1) dissolution by order or resolution, except for purposes of consolidation, merger, or restructuring; (2) an assignment for the benefit of creditors; or (3) a filing under the insolvency or bankruptcy laws of any jurisdiction.

17.6. Upon termination of this Agreement:

17.6.1. each Party will return immediately any property belonging to the other Party, subject to Article 4; and

17.6.2. each Party’s rights and obligations under this Agreement will cease immediately, except that termination will not affect: (1) a Party’s rights and obligations accrued but unsatisfied at termination; and (2) any provision of this Agreement expressed to survive, or by implication is intended to survive, its termination.

18. LIABILITY

18.1. Neither Party will be liable to the other Party for any indirect, incidental, consequential, punitive, or special damages, including, without limitation: (1) loss of revenue, profits, or goodwill; (2) damage to or loss of property or equipment; (3) loss, corruption, or unauthorized disclosure of Data; (4) loss of use of Customer material, systems, or equipment; (5) loss of use of Services; or (6) increased costs of any kind (including, without limitation, costs relating to third-party claims, the repetition of Customer processes, or capital expenditures) under any theory of recovery or claim based on contract, tort (including, without limitation, negligence and strict liability), warranty, statute, or otherwise, even if a Party knew or should have known of the possibility of such damages.

18.2. Notwithstanding the above, no provision in this Agreement will exclude or limit liability: (1) for damage caused by a Party’s gross negligence or willful misconduct; (2) arising from death or personal injury caused by negligent breach of obligations under this Agreement; or (3) or any other liability prohibited from exclusion or limitation under applicable law.

18.3. Each Party’s liability is limited, on a case-by-case basis, to the greater of: (1) Fees paid in the 12 months immediately preceding each claim; or (2) $|€ 250,000, except as required by law.

18.4. Each Party indemnifies the other Party against any claims, liabilities, and costs (including reasonable legal and professional fees) arising from the indemnifying Party’s gross negligence or willful misconduct.

18.5. This Article 18 will survive termination of this Agreement.

19. INSURANCE

19.1. During the Term, Company will maintain at its expense: (1) commercial general liability insurance with limits for bodily injury and property damage liability of at least $|€ 1,000,000 per occurrence, $|€ 2,000,000 general aggregate, including: (a) premises and operations liability; (b) independent contractors liability; and (c) Customer as “additional insured”; (2) workers’ compensation insurance in jurisdictions where Company performs the Services; and (3) automobile liability insurance (owned, leased, and rented) with limits for bodily injury and property damage of at least $|€ 1,000,000 per occurrence.

19.2. Company will present certificates or other evidence of insurance coverage above, upon Customer request.

20. CONFIDENTIALITY

20.1. If the Parties enter into a separate nondisclosure agreement (“NDA”), each Party will keep confidential the contents of this Agreement and all related information in accordance with the NDA, which will supersede the provisions set out below.

20.2. If the Parties do not enter into a separate NDA, each Party will keep confidential the contents of this Agreement and all related information in accordance with the provisions set out below.

20.3. “Confidential Information” means the contents of this Agreement and all information disclosed by a Party (“Disclosing Party”) written or oral, directly or indirectly to the other Party (“Receiving Party”) before or after the Effective Date, including, without limitation, information relating to Disclosing Party’s operations, products, services, pricing, go-to-market plans, customers, partners, employees, contractors, technology, know-how, designs, trade secrets, finances, taxes, or legal or regulatory affairs.

20.4. During and after termination of this Agreement, Receiving Party will:

20.4.1. use Confidential Information only for the purposes set out in this Agreement;

20.4.2. disclose Confidential Information only to those directors, employees, contractors, and advisors who: (1) need to know the Confidential Information to effect performance of this Agreement; and (2) are subject to written nondisclosure obligations no less restrictive than those set out in this Article 20; and

20.4.3. protect Disclosing Party's Confidential Information to the same level of care used to protect its own Confidential Information, but no less than a reasonable level of care.

20.5. The restrictions in Article 20.4 above will not apply to Confidential Information:

20.5.1. in the public domain other than by the Receiving Party’s breach of this Agreement;

20.5.2. received by or independently developed by the Receiving Party absent breach of any nondisclosure obligation; or

20.5.3. disclosed by order of court, arbitrator, or governmental authority, in which case Receiving Party will provide Disclosing Party as much advance notice as reasonably practicable and will use reasonable efforts to limit the extent of any such disclosure

20.6. This Article 20 will survive termination of this Agreement for 3 years following the last disclosure of Confidential Information between the Parties.

21. GENERAL

21.1. Amendments. This Agreement may be amended or supplemented only in writing signed by an authorized signatory of each Party.

21.2. Assignment. Customer will not assign any right or obligation under this Agreement without Company’s prior written consent, which will not be unreasonably withheld or delayed. Company may assign any right or obligation under this Agreement to an entity controlling, controlled by, or under common control with Company. Company may sub-contract its obligations and will be responsible for the actions of any sub-contractor.

21.3. Waiver. No forbearance or delay in enforcing this Agreement will prejudice or restrict the rights of either Party. No waiver of any right will operate as a waiver of any subsequent right. No right is exclusive of any other right available, and each right is cumulative.

21.4. Severability. If any part of this Agreement is found unenforceable, that part will be enforced to the fullest extent permitted by law and the remaining provisions will remain fully in force.

21.5. Publicity. Neither Party will release any public announcement relating to this Agreement without the other Party’s prior written consent.

21.6. Non-Solicitation. During the Term and for 12 months thereafter, neither Party will directly or indirectly solicit for employment any employee or contractor of the other Party. General solicitations (e.g., job postings) not specifically directed at the other Party’s employees or contractors will not be a breach of this clause, even if such other Party’s employees or contractors respond.

21.7. Relationship of Parties. This Agreement does not create a relationship of agency, partnership, joint venture, or employment between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other Party’s behalf.

21.8. Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties. No third party has any right under this Agreement relating to the Services or any: (1) injury, loss, or damage to person or property; or (2) economic injury, loss, or damage.

21.9. Force Majeure. If a Party’s failure to perform any obligation, except for the payment of Fees, arises from a cause beyond its reasonable control, the failure is a force majeure and is not a breach of this Agreement. Force majeure includes, without limitation, any compulsory requisition or order by a governmental authority, war, terrorism, revolution, strike, riot, power utility or communications carrier outage, radio-frequency interference, fire, flood, earthquake, or other industrial or natural disaster. The Party prevented from performance by a force majeure will: (1) promptly notify the other Party of the cause and its expected duration; (2) use reasonable efforts to remove or mitigate the cause; and (3) resume performance upon removal of the cause or otherwise as soon as reasonably possible.

21.10. Interpretation. The headings used in this Agreement are included for convenience only and will not be used to interpret this Agreement.

21.11. Counterparts. This Agreement may be physically signed or electronically agreed and exchanged in more than one counterpart, each of which will be an original and, together, will constitute the same instrument.

21.12. Notices. All notices under this Agreement will be in writing and deemed given when: (1) sent by commercial courier with written confirmation of receipt; or (2) sent pre-paid by registered or certified post. All notices will be sent to the receiving Party’s address as set out in the Order Form or other address provided in writing by a Party for purposes of notice.

21.13. Governing Law. This Agreement is governed exclusively by the laws of: (1) the State of Delaware, USA, for Customers domiciled and headquartered in any jurisdiction outside the EU; or (2) the laws of Switzerland for Customers domiciled and headquartered in any jurisdiction within the EU.

21.14. Dispute Resolution. Any dispute arising under this Agreement will be settled informally between the Parties. If a dispute is unresolved 60 days following a Party’s written notice of dispute to the other Party, the dispute will be settled exclusively by a single arbitrator in: (1) New York, NY, in accordance with the Commercial Arbitration Rules of the American Arbitration Association for Customers domiciled and headquartered in any jurisdiction outside the EU; or (2) Geneva, Switzerland, in accordance with the Swiss Rules of International Arbitration of the Swiss Chamber of Commerce for Customers domiciled and headquartered in any jurisdiction within the EU. Each Party consents to personal jurisdiction and ex parte action. The arbitrator’s award will be final and binding on each Party and judgment may be enforced in any court having jurisdiction thereof.

21.15. Equitable Relief. Notwithstanding the dispute resolution provisions above, either Party may seek injunctive or other equitable relief to remedy actual or threatened harm.

21.16. Entire Agreement. This Agreement is the entire agreement between the Parties and supersedes all prior agreements between them regarding the Services, written or oral. Any conflict arising from the components of this Agreement will be resolved in accordance with the following descending order of control: (1) Order Form; (2) NDA; (3) General Terms; and (4) Incoterms® 2010.

21.17. Further Assurances. Each Party will execute and deliver additional documents and perform additional acts as necessary and appropriate to effect this Agreement. The Parties will address together in good faith any unforeseen issues that arise under this Agreement with a view to mitigating any material adverse impact on either Party.

Last updated: November 28, 2018