HOPEWELL WORKS INC. GENERAL TERMS

Version effective date: March 2021

In this Agreement, a reference to:

Hopewell, we, us or our means the relevant Hopewell entity indicated in clauses 13.2 through 13.4;
the Customer, you or your means the entity or person indicated in the relevant section of the Service Order;
Users means any person or entity to whom you provide access to our Services, including any administrators or managers of your account or survey respondents;
Customer Data means any content or data that you or your Users submit or transfer to Hopewell using the Services (including personal data or survey responses);
Service Improvement means work carried out by Hopewell to improve the Services, including work in respect of benchmarking, text analytics, linkage analysis, attrition prediction, algorithm improvements, comment translation and the development and provision of additional services and functionality; and
Reports means any reports or analysis generated through the Hopewell platform or other output of the Services.

These General Terms and the Service Order(s) (together, the Agreement) form a contract between you and Hopewell. This Agreement governs your subscription to, and use of, Hopewell’s website and/or other related applications or services including but not limited to translation, analytics and individual and organizational level feedback (together, the Services).

As the Customer, you agree to this Agreement by signing a document that references this Agreement (and you expressly agree and consent to using electronic signatures to execute this Agreement or associated documents), or by using the Services, whichever occurs first. If you are an organization, the individual who agrees to this Agreement on your behalf must have the authority to bind you to this Agreement, and both you and such individual represent that to be the case.

1 Services

1.1 HOPEWELL SERVICES

During the Term, we will provide you with access to, and use of, the Services ordered by you as described in your Service Order(s). You may order additional services at any time by contacting our Customer Success team. We will invoice you for any additional services you order after the start of the Term at the time those additional Services are ordered.

1.2 CHANGES TO SERVICES

We continually change and improve our Services. Hopewell may alter the Services at any time without prior notice. We will endeavor to provide you with prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change that results in a material decrease in functionality, you may terminate your Subscription under clause 8.4.

1.3 SUSPENSION OF SERVICES

We may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If Hopewell limits or suspends the Services, we will endeavor to give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.

We may suspend your access to or use of the Services following thirty (30) days’ written notice if Customer is in material breach of this Agreement or any Service Order (including but not limited to Customer’s failure to pay Hopewell the fees).

1.4 THIRD PARTY SERVICES

If you use any third party service with the Services, you acknowledge that third party service may access or use the Customer Data. Hopewell will not be responsible for any act or omission of the third party, including such third party’s use of Customer Data. Hopewell does not warrant or support any such third party service, and you should contact that third party for any issues arising from your use of the third party service.

2 Fees and Payments

2.1 FEES FOR SERVICES

Hopewell Services are billed on a subscription basis (Subscription) and you will be billed in advance on a recurring, periodic basis (called a Billing Cycle). The Billing Cycle for your Subscription is outlined in the Service Order.

You agree to pay Hopewell any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Service Order. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.

2.2 PRICE CHANGES AND USER INCREASES

Hopewell may change its fees for Services at any time. Except where you exceed the User limit indicated in a Service Order, any changes to fees will apply from the start of your next Subscription Term.

If your use of the Services during a Billing Cycle exceeds the User limit indicated in the Service Order, we may charge you for the additional Users on a pro rata basis for the remainder of that Billing Cycle.

2.3 AUTOMATIC RENEWAL

Your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice during the current Subscription Term for that Service.

To avoid doubt, automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term.

2.4 PAYMENT METHODS

You authorize us to charge for fees using the payment method indicated in the Service Order. Unless otherwise agreed, payments for invoices are due 30 days after the invoice date. If you elect to pay by credit card, debit card, or any other billing method that supports automatic recurring payments, we will initially attempt to charge you using that billing method when payment is due, and payments will be considered overdue if payment is not received within 30 days of that due date. If Hopewell is required to initiate legal action due to non-payment of fees, Customer shall bear all costs resulting from the collection of such fees. You agree to keep your billing and billing contact information current and accurate.

2.5 INTEREST

Overdue payments may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue, from the date that the relevant payment was due until that payment has been received. You will be responsible for all reasonable expenses (including lawyers’ fees) incurred by Hopewell in collecting such overdue amounts, except where:

(a) the overdue amounts are due to Hopewell’s billing inaccuracies; or

(b) you have sought to resolve a dispute using the dispute resolution process in clause 13.1 and that process is still active.

2.6 TAXES

Unless stated otherwise in the Service Order, all fees for Services exclude sales tax, GST, VAT, or other similar taxes. Except for any income taxes payable by Hopewell, you are responsible for all other taxes or duties payable under applicable law relating to the Services provided under this Agreement, including any penalties or interest. If Hopewell is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide us with valid evidence that no tax should be invoiced.

3 Data Protection

3.1 PRIVACY

In the course of using the Services, you or your Users may transfer to us Customer Data containing personal data. You agree and consent to the use, transfer, processing, and storage of Customer Data in accordance with this Agreement.

If you or your Users are based in the European Union while using our Services, we will process your personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR) and the EU e-Privacy Directive (Directive 2002/58/EC).

If requested, we will execute the European Union Standard Contractual Clauses to facilitate the transfer of personal information to countries outside the European Union in accordance with Article 26(2) of the EU Data Protection Directive 95/46/EC.

Under no circumstances will any entity in the Hopewell group be deemed a data controller with respect to Customer Data under any relevant law or regulation.

3.2 SECURITY

Hopewell will store and process Customer Data in a manner consistent with industry security standards. Hopewell has implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Customer Data and to mitigate the risk of unauthorized access to or use of Customer Data.

3.3 DISASTER RECOVERY

Hopewell will retain backup copies of Customer Data made in the ordinary course of business by Hopewell, for the purpose of enabling appropriate disaster recovery practices. Despite any other term in this Agreement, Hopewell will retain these backups for a period of up to 90 days from the time that each backup copy is generated. Thereafter, Customer agrees and acknowledges that Customer Data will be irretrievably deleted from backups.

3.4 SURVEY RESPONDENT CONFIDENTIALITY

In this Agreement, Confidentiality Notice means: (i) a notice given to survey respondents at the time of answering a survey conducted by you, including the degree of confidentiality and anonymity (as determined by you on a per survey basis) that a survey respondent will have when answering survey questions, and/or (ii) a notice given to individual users of our other Services.

To provide the Services to you, Hopewell must provide your Users with a Confidentiality Notice for each survey you conduct. A Confidentiality Notice may also be given to the individual users of our other Services when they interact with such services.

You acknowledge and agree that:

(a) your right to possess Customer Data is subject to the terms of any relevant Confidentiality Notice provided to your Users by Hopewell through the Services; and

(b) Hopewell’s ability to show or transfer the Customer Data to you is subject to the terms of any relevant Confidentiality Notice provided to your Users by Hopewell through the Services.

4 Confidentiality

4.1 CONFIDENTIAL INFORMATION DEFINITION

In this Agreement, Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances. Customer Data is the Customer’s Confidential Information. Confidential Information does not include any information that:

(a) is or becomes public through no fault of the Recipient;

(b) the Recipient already lawfully knew;

(d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.

4.2 CONFIDENTIALITY OBLIGATIONS

The Recipient must:

(a) protect the Discloser’s Confidential Information using commercially reasonable efforts and no less than the same efforts it uses to protect its own Confidential Information;

(b) not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to keep it confidential;

(c) only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement; and

(d) ensure that its affiliates, employees, directors, contractors, agents and professional advisors only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement.

4.3 COMPELLED DISCLOSURE

The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after it, if permitted by law:

(a) uses commercially reasonable efforts to notify the Discloser in writing;

(b) gives the Discloser the opportunity to challenge the requirement to disclose; and

4.4 NON-DISCLOSURE AGREEMENTS

The provisions of this clause 4 will supersede any non-disclosure agreement between the Parties and such agreement will have no further force or effect.

5 Intellectual Property

5.1 INTELLECTUAL PROPERTY RIGHTS DEFINITION

In this Agreement, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trade marks, service marks, domain names, good will and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.

5.2 CUSTOMER INTELLECTUAL PROPERTY RIGHTS

You retain all ownership and Intellectual Property Rights to Customer Data. Hopewell does not claim ownership over any Customer Data. This Agreement does not grant us any licences or rights to Customer Data except for the licences granted in clauses 5.3 and 5.4 below, or as otherwise required for us to provide the Services to you or your Users.

5.3 LICENCE FOR THE SERVICES

For the Term of this Agreement, you grant Hopewell a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, or archive Customer Data for the purposes of providing the Services to you as contemplated by this Agreement.

Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use any Reports which you can (and are authorised to) export through the functionality of the Services for your internal purposes (in each case subject to any Confidentiality Notices).

5.4 LICENCE FOR SERVICE IMPROVEMENT

You grant Hopewell a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Customer Data for the purposes of Service Improvement and creating de-identified aggregated data (“Data Sets”).Data Sets may be made publicly available and may be used after termination of this Agreement provided that such Data Sets cannot directly or indirectly identify the Customer or its Users.

5.5 CUSTOMER DATA REVIEW

You acknowledge that, in order to ensure compliance with legal obligations, Hopewell may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates this Agreement (such as when unlawful conduct or content is reported to us). We may also prevent access to or refuse to display content that we reasonably believe violates the law or this Agreement. However, Hopewell otherwise has no obligations to monitor or review any content submitted to the Services by you or any other person.

5.6 CUSTOMER FEEDBACK

If you provide us with any feedback associated with the Services, Hopewell may use that feedback without any obligation to you.

5.7 CUSTOMER LISTS

Hopewell may identify you (by name and logo) as a Hopewell customer in promotional materials or during promotional events. If you do not want your name and/or logo to be used in this way, please contact our Customer Success team.

5.8 HOPEWELL INTELLECTUAL PROPERTY RIGHTS

Nothing in this Agreement or from your use of the Services grants you:

(a) ownership in the Services or the content (including Reports) you access through the Services (other than Customer Data); and

(b) any right to use any Hopewell trade marks or other Intellectual Property Rights contained in our brand identity.

Hopewell will continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. dashboard data or Reports), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products.

5.9 PLATFORM SUB-PROCESSORS

You agree that Hopewell and the third-party service providers that are utilized by Hopewell to assist in providing the Services to you have the right to access your account and to use, modify, reproduce, distribute, display and disclose Customer Data to the extent necessary to provide or improve or deliver the Services, including, without limitation, in response to your or your Users’ support requests.

Any third-party service providers utilized by Hopewell will only be given access to your account and Customer Data as is reasonably necessary to provide the Services and will be subject to: (i) confidentiality obligations which are substantially consistent with the standards described in this Agreement; and (ii) their agreement to comply with the data transfer restrictions applicable to personal information as set forth in this Agreement.

6 Account Management

6.1 ACCOUNT SECURITY AND ACCESS

You are responsible for safeguarding any passwords or other credentials used to access your account. Administrator or manager accounts may not be shared and may only be used by one individual per account. You are responsible for any activity occurring in your account (other than activity that Hopewell is directly responsible for and is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to, or use of, your account, you should immediately notify our Customer Success team.

6.2 CUSTOMER SYSTEMS

You are responsible for maintaining and updating your operating systems, Internet browsers, anti-virus software, or other software that you or your Users use to access and use the Services.

7 Customer Obligations

7.1 LEGAL COMPLIANCE

You must use the Services in compliance with, and only as permitted by, your internal company rules and any applicable law. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You must not use the Services in a way that would subject Hopewell to any industry-specific regulations (for example, the Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standard or the Health Insurance Portability and Accountability Act). You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.

7.2 UNACCEPTABLE USES

You are responsible for your conduct and the conduct of your Users. You must ensure that you and your Users do not:

(a) misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;

(b) circumvent or attempt to circumvent any limitations that Hopewell imposes on your account (such as any User limits in a Service Order);

(c) probe, scan, or test the vulnerability of any Hopewell system or network, unless with prior written authorization of Hopewell;

(d) decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas or underlying user interface techniques in the Services or any of the software used to provide the Services, or attempt to do so;

(e) directly or indirectly identify a User contrary to the terms of any Confidentiality Notice or other privacy setting, or attempt to do so;

(f) transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;

(g) engage in abusive or excessive use of the Services, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other customers and their users. Hopewell will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Hopewell;

(h) use the Services to infringe the Intellectual Property Rights of others, or to commit any unlawful activity;

(i) attempt to circumvent any license, timing or use restrictions that are built into the Services; or

(j) unless authorized in writing by Hopewell, lend, resell, lease or sublicense or otherwise use the Services for the benefit of a third party.

7.3 USERS

You must:

(a) ensure that your Users comply with this Agreement, as applicable;

(b) obtain any consents required from each User to allow you and the administrators or managers of your account to engage in the activities contemplated by this Agreement, as required by applicable law;

(c) obtain any consents required from each User to allow Hopewell to provide the Services, as required by applicable law;

(d) not provide any person under the age of 16 with access to the Services, unless otherwise permitted by applicable law.

7.4 SUSPENSION OF USERS

If a User breaches this Agreement or uses the Services in a manner that Hopewell reasonably believes will cause Hopewell liability or disrupt others’ use of the Services, then Hopewell may request that you suspend or close the applicable User account until the breach has been cured or the use in such manner has stopped. If you fail to comply with such request, then Hopewell may suspend or close the applicable User account.

8 Term and Termination

8.1 TERM

This Agreement begins on the date you sign a Service Order or first use the Services (whichever is earlier),and continues until your relevant Subscription ends or otherwise terminates, or if this Agreement is terminated (the “Term”).

8.2 TERMINATION WITHOUT CAUSE

Hopewell may terminate this Agreement for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.

If your Service Order states that your Subscription will not auto-renew, then your Subscription will terminate at the end of the Subscription Term for that particular Service with no further action required by you.

8.3 TERMINATION FOR CAUSE

Each party may suspend performance or terminate this Agreement if the other party:

(a) is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or

(b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. Hopewell may terminate this Agreement if any payment owed by you to Hopewell is more than 30 days overdue.

8.4 TERMINATION FOR MATERIAL DECREASE IN FUNCTIONALITY

If we make a change to the Services resulting in an overall material decrease in functionality of the Services, you may terminate this Agreement immediately by providing notice to Hopewell. Upon receiving notice of termination from you, Hopewell will provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.

8.5 CONSEQUENCES OF TERMINATION

If this Agreement is terminated:

(a) by you due to breach by Hopewell, we will provide you with a pro rata refund for any fees prepaid by you applicable to the period following the termination of this Agreement; or

(b) by Hopewell due to breach by you, we will bill you, and you will pay, for any accrued but unbilled fees, and you will remain liable to pay any invoices outstanding on the termination date.

In no event will expiration or termination of this Agreement relieve you of any fees payable for the period prior to the date of termination.

8.6 DATA EXPORTS

The Services include functionality that enables you to export Customer Data in your account at any time during the Term. If the foregoing functionality is not operational, we may assist you to export any Customer Data that existed in your account at the time of termination, provided you make such request before the end of your Subscription Term. However, we do not guarantee that all Customer Data will be able to be exported and only Customer Data that is permitted to be transferred to you within the terms of any applicable Confidentiality Notice or other privacy setting will be transferred to you. Upon Customer’s written request, Hopewell will delete all Customer Data from its production environments.

8.7 SURVIVAL

The following clauses will survive the termination of this Agreement: 2, 3.3, 3.4, 4, 5.3, 5.4, 8, 10, 11, 13 and 14.

9 Warranties

9.1 WARRANTIES

Each party represents and warrants that:

(a) it has full power and authority to enter into this Agreement; and

(b) it will comply with all laws and regulations applicable to its provision or use of the Services.

10 Indemnities

10.1 BY CUSTOMER

You will indemnify, defend, and hold harmless Hopewell and its affiliates from and against all liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of a third party claim regarding or in connection with:

(a) Customer Data (including claims of Intellectual Property Rights infringement);

(b) your use of the Services in breach of this Agreement; or

10.2 BY HOPEWELL

Hopewell will indemnify, defend, and hold you harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that the technology used to provide the Services to you infringes any Intellectual Property Rights of such third party. However, in no event will Hopewell have any obligations or liability under this clause arising from:

(a) use of any Services in a modified form or in combination with materials not furnished or authorized by Hopewell;

(b) any content or data provided by you, your Users, or any third parties; or

10.3 POTENTIAL INFRINGEMENT

If we believe the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then we may:

(a) obtain the right for you, at our expense, to continue using the Services;

(b) provide a non-infringing functionally equivalent replacement; or

If we do not believe that the options above are commercially reasonable, then we may suspend or terminate your use of the impacted Services and provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of such Services.

10.4 INDEMNITY PROCEDURES

A party seeking indemnification under this Agreement will promptly notify the other party of the claim and cooperate with the other party in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defence, except that:

(a) any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent (such consent not to be unreasonably withheld or delayed); and

(b) the indemnified party may join in the defence with its own counsel at its own expense.

Nothing in this Agreement will restrict or limit a party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under Clauses 10.1 and 10.2. The indemnities in this Agreement are a party’s sole and exclusive remedy under this Agreement for violation by the other party of a third party’s Intellectual Property Rights.

11 Disclaimers and Limitations of Liability

11.1 DISCLAIMERS

Except as expressly provided in this Agreement and to the extent permitted by applicable law, neither party makes any warranties of any kind, express, implied, statutory, or otherwise, including those of merchantability, fitness for a particular purpose, and non-infringement. Hopewell provides the services on an “as is” basis and, except as expressly provided in this Agreement and to the extent permitted by applicable law, we make no representations regarding the availability, reliability, or accuracy of the Services or any portion thereof, or regarding any Customer Data or other content associated with your account.

11.2 EXCLUSION OF LIABILITY

To the extent permitted by applicable law, neither party will be liable for any lost profits, business interruption, replacement Services or any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with this Agreement, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose, and regardless of the theory of liability.

11.3 LIMITATION OF LIABILITY

To the extent permitted by applicable law, the aggregate liability of either party arising out of or in connection with this Agreement will not exceed the total amounts paid or payable by you to Hopewell under this Agreement during the 12 months prior to the event giving rise to the liability or claim.

11.4 EXCEPTIONS TO LIMITATIONS

The limitations of liability in clauses 11.2 (Exclusion of liability) and 11.3 (Limitation of liability) do not apply to violations of a party’s Intellectual Property Rights by the other party or each party’s indemnification obligations under this Agreement.

12 Amendments

12.1 AGREEMENT AMENDMENTS

Hopewell may amend this Agreement from time to time and the most current version will be posted on Hopewell’s website. If an amendment is material, as determined in Hopewell’s reasonable discretion, we will notify the Customer contact by email or when they next log in to your account. Except in the case of an amendment being made to satisfy legal requirements, we will provide you with advance notice of material amendments.

If an amendment has a material adverse impact on the data privacy or security of your Customer Data and you do not agree to the amendment, you may terminate the Agreement by notifying our Customer Success team within 30 days of receiving notice of the amendment or date of publication of the updated version (otherwise, you will have been deemed to have consented to the amendment).

The terms and conditions of the updated version of this Agreement shall apply to all existing Service Orders and new Service Orders following the date of publication of the updated version.

12.2 OTHER AMENDMENTS

Any amendment to this Agreement that is not made to the current version displayed on our website, must be in writing, signed by you and Hopewell, and must expressly state that it is amending this Agreement.

13 Dispute Resolution, Governing Law and Jurisdiction

13.1 DISPUTE RESOLUTION

Before commencing any form of litigation, including court proceedings, professional mediation or arbitration, each party agrees to:

(a) give the other party notice of the dispute and its nature;

(b) give the other party the opportunity to remedy any breach of this Agreement within 30 days; and

13.2 NORTH AND SOUTH AMERICAN CUSTOMERS

If your principal place of business is in North or South America (as determined by your address in the Service Order):

(a) the Hopewell party to this Agreement is Hopewell Works Inc. 130 East Chestnut St., STE 100, Columbus, OH 43215, United States;

(b) this Agreement is governed by the laws of Delaware, United States of America; and

(c) each party submits to the exclusive jurisdiction of the courts of Delaware, United States of America, in relation to any proceedings connected with this Agreement.

13.4 OTHER CUSTOMERS

If your principal place of business is located outside the regions in clauses 13.2 and 13.3 (as determined by your address in the Service Order):

(a) the Hopewell party to this Agreement is Hopewell Pty Ltd ACN 138 600 987) of Level 2, 29 Stewart St, Richmond VIC 3121, Australia;

(b) this Agreement is governed by the laws of Victoria, Australia; and

(c) each party submits to the exclusive jurisdiction of the courts of Victoria, Australia, in relation to any proceedings connected with this Agreement.

13.5 INJUNCTIONS

Nothing in this Agreement prevents a party from seeking a temporary restraining order, injunction, or other equitable relief in relation to a breach (or attempted breach) of this Agreement by the other party.

14 Other Terms

14.1 ASSIGNMENT

Neither party may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, both parties may assign this Agreement without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of the party’s assets or its business to which the subject matter of this Agreement relates. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any other attempt to transfer or assign this Agreement or any rights or obligations under this Agreement are void.

14.2 ACTIONS BY HOPEWELL GROUP ENTITIES

The Hopewell entity which is party to this Agreement is determined in accordance with clause 13 of this Agreement. Despite this, any of the Hopewell entities referred to in clause 13.2 through 13.4 may undertake the obligations for and on behalf of the Hopewell contracting entity. Any Hopewell entity which carries out its obligations under this Agreement must comply with the terms of this Agreement.

14.3 ENTIRE AGREEMENT

This Agreement (including any documents incorporated by reference to a URL), constitute the entire agreement between you and Hopewell and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of this Agreement, and are void.

14.4 FORCE MAJEURE

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or general internet disturbance) that was beyond the party’s reasonable control (except for payment of any money owed).

14.5 INDEPENDENT CONTRACTORS

The relationship between the parties is that of independent contractors, and not legal partners, employees, or agents of each other.

14.6 INTERPRETATION

The use of the terms includes, including, such as and similar terms, will be deemed not to limit what else might be included.

14.7 NO WAIVER

A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.

14.8 NOTICES

All notices must be in writing and will be deemed given when:

(a) verified by written receipt, if sent by postal mail with verification of receipt service or courier;

(b) received, if sent by mail without verification of receipt; or

Notices to Hopewell must be sent to Hopewell Works Inc., 130 East Chestnut St., Columbus, OH 43215 and marked to the attention of the Legal Department, or by email to admin@hopewell.works. Notices to you may be sent to the email address associated with the Customer contact details in the Service Order and/or the administrator of your account. You must keep the contact details associated with your account current and accurate by notifying Hopewell’s Customer Success team when your contact details change. You may grant approvals, permission, extensions, and consents by email.

14.9 PRECEDENCE

To the extent any conflict exists between the documents that constitute this Agreement, the order of precedence will be: Service Order, European Union Standard Contractual Clauses (if executed by you and Hopewell) and General Terms.

14.10 SEVERABILITY

If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from this Agreement and the remaining terms will remain in full effect.

14.11 THIRD PARTY BENEFICIARIES

There are no third party beneficiaries to this Agreement. Your Users are not third party beneficiaries to your rights under this Agreement.