This Services Agreement (this “Agreement”), effective as of 12/5/2023 (the “Effective Date”), is by and between Dakota Ridge, Inc. (“Dakota”) and (“Customer”). This Agreement includes and incorporates the ordering document (“Order Form”) to which this Agreement is attached, and any additional Order Forms which may be incorporated by reference. Dakota and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.
1. Services, Digital Assets, And Transactions
1.1 Dakota Wallet and Services
The “Services” (including the “Dakota Platform,” as may be more specifically set forth in the applicable Order Form) are designed to enable Customer to: (1) create digital wallets (each, a “Dakota Wallet”), (2) self-custody digital assets supported by the Services (“Supported Digital Assets”), (3) monitor, maintain, and transact with the associated Supported Digital Assets, and (4) create and impose policies governing the limitations and requirements on Transactions (as defined below). With respect to each Dakota Wallet, Customer acknowledges that the private key for such Dakota Wallet will be sharded into three pieces and distributed as follows: (1) one shard to be held by Dakota and solely used by Dakota to provide the Services to Customer and on Customer’s behalf, (2) one shard to be encrypted by Customer and held by Dakota (for which Dakota will not have access to any Authentication Credentials (as defined below) required for such private key shard), and (3) one shard to be sent to a backup provider of Customer’s choice (as selected by Customer in its sole discretion). Subject to Customer’s compliance with the terms and conditions of this Agreement and any Licensed Volume limitations set forth in the applicable Order Form, Dakota grants to Customer a limited, non-exclusive, non-transferable right to access and use (“Use”) the Services during the Order Form Term for Customer’s internal business purposes, as further set forth in the Order Form. “Licensed Volume” as used herein means the limits, volume or other measurement or conditions of permitted use for the applicable Services as set forth in the applicable Order Form, including any limits on the number of Authorized Users (as defined below) permitted to access and use the Services.
1.2 Authorized Users
Customer may permit its authorized employees and/or contractors to use the Services (each, an “Authorized User”), provided that (i) the use, including the number of Authorized Users, of the Services does not exceed the Licensed Volume, (ii) Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement, and (iii) Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Services. Customer may, via the functionality of the Services, designate certain Authorized Users as Admins. An “Admin” is an Authorized User who, by default, has full permissions and administrative rights, including the ability to create one or more sub-accounts and/or sub-organizations, set policies governing the limitations and requirements on Transactions, and approve Transactions utilizing Customer’s Authentication Credentials. Customer will remain solely responsible for all activities that occur under Customer’s account, including any and all activities by Customer’s Authorized Users and all Transactions. Customer will, and will require all Authorized Users to, use all reasonable means to secure its Authentication Credentials (as defined below) and all other materials and technology used to access the Services in accordance with customary security protocols, and will promptly notify Dakota if Customer knows or reasonably suspects that any user name and/or private access information (such as an email address utilized for Customer’s authentication) has been compromised.
1.3 Dakota Authentication Credentials and Security
When setting up Customer’s Dakota Wallet, Customer will be responsible for securing Customer’s private key shards not held by Dakota pursuant to Section 1 and other access credentials, which may include Customer’s selected personal identification numbers, one-time passcodes associated with Customer’s email, and/or other private access information (“Authentication Credentials”). While some Authentication Credentials may be stored directly with the Services, Customer understand and agree that Dakota cannot, and will not be able to, restore or recover Customer’s Authentication Credentials, and Customer agree to keep such Authentication Credentials safe and confidential and immediately notify Dakota of any unauthorized use of Customer’s Dakota Wallet, Customer’s Authentication Credentials, any Admin’s privileges and rights, or other breach of security associated with Customer’s Dakota Wallet. Please keep in mind that pursuant to Sections 1 and 1.5, Dakota will never have access to the Authentication Credentials, and accordingly Dakota cannot and will not move any amounts on Customer’s behalf, nor can Dakota help Customer access Supported Digital Assets in Customer’s Dakota Wallet should Customer lose such Access Credentials. Customer further acknowledges and agrees that Dakota will not be liable for any loss or damage arising from Customer’s failure to comply with this section.
1.4 Transacting with the Dakota Wallet
The Services are designed to enable Customer to send, receive, and otherwise transact with Supported Digital Assets in Customer’s Dakota Wallet (each, a “Transaction”). Transactions may require approval from Admins, and must be signed off by Authentication Credentials according to Customer’s policies. When Customer or a third party sends Supported Digital Assets to Customer’s Dakota Wallet address, the person initiating the Transaction is solely responsible for executing the Transaction properly, which may include, among other things, payment of sufficient network fee in order for the Transaction to be successful. Dakota has no obligation to assist in the remediation of such Transactions. When Customer send cryptocurrency from Customer’s Dakota Wallet to another digital asset wallet, such transfers are executed on chain by Customer and not under the control of Dakota. Customer should verify all Transaction information prior to submission. Dakota shall bear no liability or responsibility in the event Customer enter an incorrect blockchain destination address. Transactions cannot be reversed once they have been broadcast to the relevant cryptocurrency network, although they may be in a pending state, and designated accordingly, while the Transaction is processed by network operators. Dakota does not control the network and makes no guarantees that a Transaction will be confirmed by the network.
1.5 Responsibility for Customer’s Digital Assets
Customer owns and controls the Supported Digital Assets held in Customer’s Dakota Wallet. At any time, subject to having internet access and the relevant blockchain, Customer may withdraw Customer’s Supported Digital Assets by sending it to a different blockchain address. When holding Customer’s Supported Digital Assets in Customer’s Dakota Wallet and the private key shards (to be used strictly on behalf of Customer as set forth in Section 1), Dakota does not maintain control over Customer’s Dakota Wallet or Supported Digital Assets. As the owner of Digital Assets in Customer’s Dakota Wallet, Customer shall bear all risk of loss of such Supported Digital Assets. Dakota shall have no liability for Supported Digital Asset fluctuations or loss associated with Customer’s use of a Dakota Wallet. Dakota incurs no obligation whatsoever with regard to digital assets that are not supported by Dakota that are sent to a Dakota Wallet or with regard to Supported Digital Assets sent to an incompatible digital asset wallet address and/or unsupported network or blockchain. All such erroneously transmitted digital assets will be lost.
1.6 Restrictions
i) Service Availability
The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. Customer and its Authorized Users will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, Customer represents and warrants that: (a) Customer and its Authorized Users are not located in a country that is subject to a U.S. Government embargo; and (b) Customer and its Authorized Users are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If Customer or any Authorized User accesses or uses the Services outside the United States, Customer is solely responsible for ensuring that such access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws. Customer must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify Customer’s internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. Dakota reserves the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, Dakota reserves the right, at any time, in its sole discretion, to block access to the Services and to the extent that it is able to do so, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who Dakota believe is in breach of this Agreement.
ii) Service Restrictions
Customer will not at any time and will not permit any third party (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) embed, mirror, sell, resell, rent or lease use of the Services to any other third party, or otherwise allow any third party to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Dakota for use expressly for such purposes; or (viii) use the Services, Documentation or any other Dakota Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services. As used herein, “Documentation” means the standard user documentation for the Services that Dakota makes generally available to its customers, which may be updated from time to time with or without notice to Customer.
1.7 Third-Party Services
Certain features and functionalities within the Services may include or allow Customer and its Authorized Users to interface or interact with, access and/or use certain third-party services, products, technology, and content, including without limitation, integrations with such third-party services that facilitate the exchange of fiat currency for stablecoins (e.g, USDC), open source software and other third-party software (collectively, “Third-Party Services”) through the Services. Dakota does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Use of such Third-Party Services may be subject to terms and conditions (including open source software licenses) solely between Customer and the applicable third-party service provider (and not Dakota), and Customer agrees to be bound by and fully adhere to such third-party terms and conditions, as applicable. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.
1.8 Staking Integrations
Without limiting Section 1.7 herein, certain integrations of Third-Party Services within the Dakota Platform may enable Customer to stake the Digital Assets in Customer’s Dakota Wallet via such Third-Party Service and be rewarded while doing so. Customer expressly acknowledges and agrees that with respect to Third-Party Services that enable such activities, Sections 1.4, 1.5, and 1.7 of this Agreement apply to all such staking-enabled Third-Party Services and Customer’s use of Digital Assets which Customer elects to stake via the integration of such Third-Party Services with the Services. For clarity: (1) such staking-enabled Third-Party Services may be subject to additional terms, fees and costs imposed by the Third-Party Service provider, for which Customer will remain solely responsible; (2) Customer will remain solely responsible for any and all Transactions (including tax consequences) required in connection with Customer’s use of such staking-enabled Third-Party Services (such as sending Customer’s Digital Assets from Customer’s Dakota Wallet to an address specified by the staking-enabled Third-Party Service); and (3) Customer will remain solely responsible for, and Dakota has no responsibility with respect to, Customer’s participation in and use of Digital Assets for such staking-enabled Third-Party Services, including without limitation if Customer loses or is unable to access Digital Assets.
1.9 Professional Services
Dakota may, from time to time, perform certain
professional services, which may include implementation, integration,
maintenance, and support services (collectively, “Professional
Services"), in each case as set forth under the “Professional
Services” section of an applicable Order Form, if any, and in
accordance with this Agreement.
1.10 Limited Rights; Ownership
Customer’s rights in the Services will be limited to those expressly granted in this Agreement. Customer expressly acknowledges that, as between Dakota and Customer, Dakota reserves and will own all worldwide right, title and interest in and to the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, any Professional Services, any Documentation, and any data information, or materials provided by or on behalf of Dakota to Customer or any third party, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship) (collectively, “Dakota IP”). Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on any Dakota IP as made available to Customer.
1.11 Feedback
From time to time Customer or its employees, contractors, or representatives may provide Dakota with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Dakota a perpetual, irrevocable, royalty-free and fully-paid up license, with the right to sublicense, to use and exploit all Feedback in connection with Dakota’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.
3. Payment Terms And Taxes
Customer will pay Dakota the fees for all Services and Professional Services as specified in each Order Form. Dakota reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Initial Term or then-current Renewal Term, upon sixty (60) days’ prior notice to Customer (which may be sent by email). All such fees and expenses will be due and payable in accordance with the Billing Frequency and Payment Terms set forth in the applicable Order Form. All past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer will reimburse Dakota for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. Customer will pay all amounts due under this Agreement in U.S. currency. All fees payable under this Agreement are net amounts and are payable in full, without offset or deduction for taxes or duties of any kind. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or Customer’s receipt or use of the Services and Professional Services, except for taxes based on Dakota’s net income. In the event that Dakota is required to collect any tax for which Customer is responsible, Customer will pay such tax directly to Dakota. If Customer pays any withholding taxes that are required to be paid under applicable law, Customer will furnish Dakota with written documentation of all such tax payments, including receipts.
4. Data
4.1 Ownership of Customer Materials
Dakota acknowledges that, as between Customer and Dakota and except as set forth in Section 4.2, Customer owns and retains all right, title, and interest in and to all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or made available to Dakota in connection with Customer’s use thereof, but excluding, for clarity, Aggregate Data (“Customer Materials”).
4.2 License to Customer Materials
Customer hereby grants Dakota a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials for the purpose of hosting, operating, improving, and providing the Services and Professional Services to Customer.
4.3 Representations and Warranties Regarding Customer Materials
Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, permissions, consents, authority, and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by this Agreement and (ii) Dakota’s use of the Customer Materials in accordance with this Agreement will not infringe any intellectual property rights of a third party, violate any applicable laws or regulations, or cause a breach of any agreement or obligation between Customer and any third party.
5. Disclaimers
5.1 General Disclaimer
Dakota does not warrant that the any Dakota IP will meet customer’s requirements, that any Dakota IP will operate in the combinations that customer may select for use, that the operation of any dakota ip will be error-free or uninterrupted or that all errors or defects within any Dakota IP will be corrected. Dakota disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage or trade, or that use of the Dakota IP, services, or any third-party services will be error-free, bug-free or uninterrupted. No advice or information, whether oral or written, obtained from Dakota or elsewhere will create any warranty not expressly stated in this agreement. Except as expressly set forth herein, the Dakota IP is provided on an “as is” basis, and Dakota makes no warranties or representations to customer, its authorized users or to any other party regarding the Dakota IP, services, third-party services or any other services or materials provided hereunder.
5.2 No Custody or Control
Customer acknowledges and agrees that digital assets exist only by virtue of the ownership record maintained in the applicable blockchain network, which dakota does not control. Any transaction hat might occur in any digital asset occurs on the decentralized ledger within such blockchain network, which Dakota does not control. Dakota makes no recommendations as to whether to use the services or to transact with or using any particular digital asset or any fiat currency. Dakota will not be liable in any respect for any loss arising from or relating to any digital asset or blockchain network.
5.3 Errors and Availability
Dakota will not be responsible or liable to customer for any asset losses or otherwise for any use of the services, including but not limited to any losses, damages, or claims arising from: (i) user error such as forgotten authentication credentials or passwords, incorrectly constructed transactions, or typographical errors, including with wallet addresses or otherwise; (ii) server failure or data loss; (iii) blockchain or other networks, smart contracts, digital wallets, nodes, or corrupt files; (iv) unauthorized access to services; or (v) any third party activities, including without limitation the use of viruses, phishing, bruteforcing, or other means of attack.
5.4 Third Party Services
Dakota further expressly disclaims all liability or responsibility in connection with any and all third-party services. Nothing herein nor any use of any third-party services (including without limitation any staking-enabled third-party services) constitutes Dakota’s endorsement, recommendation or any other affiliation of or with any third-party services.
5.5 Protocols
To the extent the Services enable Customer to interact with blockchain protocols (each, a “Protocol”), Customer understand that Customer’s use of the Protocol is entirely at Customer’s own risk. The Protocol is available on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. Customer assume all risks associated with using the Protocol, and digital assets and decentralized systems generally, including but not limited to, that digital assets are highly volatile; Customer may not have ready access to assets; and Customer may lose some or all of Customer’s tokens or other assets. Customer will have no recourse against Dakota for any losses due to Customer’s use of the Protocol. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted digital wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.
6. Indemnification
Dakota will defend Customer against any claim, suit or proceeding brought by a third-party (“Claims”) alleging that Customer’s Use of the Services infringes or misappropriates such third party’s Intellectual Property Rights and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Dakota (including reasonable attorneys’ fees) resulting from such Claim. Dakota’ preceding obligations will not apply if the underlying Claim arises from: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that Dakota provides; (iv) modifications to the Services by anyone other than Dakota; (v) combinations of the Services with software, data or materials not provided by Dakota; or (vi) any use (whether authorized or unauthorized) of Customer’s Authentication Credentials. Customer will defend, indemnify and hold harmless Dakota from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Dakota, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from or relating to a Claim against Dakota that is based on: (i) Customer’s (or Customer’s Authorized Users’) access to, use or misuse of the Services and any Third-Party Services, (ii) any use or misuse of Customer’s Authentication Credentials, (iii) the Customer Materials or their use by Dakota in accordance with this Agreement infringes, misappropriates or violates a third-party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; or (iv) Customer’s breach of this Agreement. Each Party’s obligations under this Section 6 depend on: (i) the Party seeking defense and indemnity (the “Indemnified Party”) providing the other Party (the “Indemnifying Party”) with prompt written notice of such Claim (with sufficient time for the Indemnifying Party to respond without prejudice); (ii) the Indemnifying Party having the exclusive right to defend or settle the Claim; and (iii) the Indemnified Party providing all reasonably necessary cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense.
8. Limitation Of Liability
8.1 Exclusion of Damages
Except for: (i) any infringement by one party of the other party’s intellectual property rights, (ii) fraud or wilful misconduct by either party, or (iii) breach of Customer’s payment obligations, neither party will be liable to the other for any incidental, special, exemplary, punitive or consequential damages, or any loss of income, data, profits, revenue or business interruption, or the cost of cover or substitute services, arising out of or in connection with this agreement, Dakota IP, or the provision of services or professional services, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party was advised of the possibility of such loss or damage.
8.2 Total Liability
In no event will Dakota’s total liability to Customer or its authorized users in connection with this agreement, the Dakota IP or the provision of services or professional services exceed the fees actually paid by Customer to Dakota in the six (6) month period preceding the event giving rise to the claim, regardless of the legal or equitable theory on which the claim or liability is based, and whether or not Dakota was advised of the possibility of such loss or damage.
8.3 Basis of the Bargain
The parties hereby acknowledge and agree that the limitations of liability in this section 8.3 are an essential part of the basis of the bargain between Dakota and Customer, and will apply even if the remedies available hereunder are found to fail their essential purpose.
9. Term And Termination
9.1 Term
The initial term of this Agreement begins on the Effective Date and expires at the end of the Initial Term specified in the relevant Order Form (the “Initial Term”). Following the Initial Term, unless otherwise set forth in the relevant Order Form, this Agreement will automatically renew for additional periods as set forth in the Order Form, or, if no such renewal period is set forth in the Order Form, this Agreement will automatically renew for successive one (1) month periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), in each case unless either Party provides the other with at least thirty (30) days’ written notice of its intent not to renew this Agreement prior to the end of the then-current
9.2 Term Termination for Breach
Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
9.3 Effect of Termination
Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 1.1 will terminate; and (ii) Customer will return or destroy, at Dakota’s sole option, all Dakota Confidential Information and other Dakota IP in its possession or control, including permanent removal of such Dakota Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Dakota’s request, certify in writing to Dakota that the Dakota Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.
9.4 Survival
The following Sections will survive termination or expiration of this Agreement for any reason: 1.9, 1.10, 3, 4.1, 5, 6, 7, 8, 9.4, and 10.
10. General
Neither Party may assign this Agreement, by operation of law or otherwise, without the other Party’s prior written consent, except that Dakota may assign this Agreement to a successor entity in the event of a merger, consolidation, or sale of all or substantially all of the assets of Dakota. Any attempt by either Party to assign this Agreement in violation of the foregoing sentence will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. Customer will fully comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Services or software, or any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement, including its Order Form(s), is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Dover, Delaware and the Parties irrevocably consent to the personal jurisdiction and venue therein. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed. This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.