MiAlzo Advertising Policy Terms and Conditions

1.  DEFINITIONS
   

1.1 “Adsnavia Advertising” means the Adsnavia Advertising services as opted by the Customer for the applicable Facebook platform(s) pursuant to an Insertion Order under this Agreement. 1.2 “Adsnavia Fees” means a one-time flat fee as determined by MiAlzo and communicated to the Customer from time to time for the Customer’s participation in Adsnavia Advertising.
1.3 “Adsnavia Participation Fees” means the participation fee (inclusive of applicable tax) for Adsnavia Advertising as determined by MiAlzo and communicated to the Customer from time to time. 1.4 “Advertisement” means any advertisement placed pursuant to an Insertion Order under this Agreement. 1.5 “Advertising Fee” means the budgeted fee specified in an Insertion Order. 1.6 “Advertiser” means Customer or the entity identified in an Insertion Order for whom Customer is a reseller. 1.7 “Advertising Material(s)” means any advertising materials and related content provided by or on behalf of Customer, including graphics, artwork, texts, files, URLs, and computer code. 1.8 “Advertising Targets” means the subject brands, products, and services that an Advertiser promotes through Advertising Material, including websites, apps, games, tangible goods, and social network groups. 1.9 “Cashback Invoice” has the meaning set forth in Section 3.1. 1.10 “Initial Term” has the meaning set forth in the Cover Page. 1.11 “Landing Page” means the first web page to which a user is redirected after the user clicks on any Advertising Material. 1.12 “Media” means any medium (including the Platform) and advertising inventory that MiAlzo has access to. 1.13 “Platform” means any platform operated by MiAlzo and selected by Customer in an Insertion Order to place an Advertisement. 1.14 “Prohibited Content” means any content or term that: a) Promotes or is related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes, or chain letters). b) Promotes or is related to tobacco, gambling, or weapons. c) Is related to pornographic or obscene material. d) Is related to excessively graphic or explicit violence. e) Is defamatory, inappropriate, or profane. f) Is discriminatory or constitutes “hate speech”, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation, or language of such individual or group. g) Promotes or contains viruses, worms, corrupted files, cracks, or other materials that are intended to or may damage or render inoperable software, hardware, or security measures of Publisher, any user, or any other third party. 1.15 “Renewal Term” has the meaning set forth in Section 7.1. 1.16 “Shopback Advertising” means the applicable Shopback packages selected by Customer pursuant to an Insertion Order under this Agreement.
1.17 “Shopback Cashback Commission” means the committed cashback commission payable by Customer to MiAlzo under Shopback Advertising pursuant to an Insertion Order under this Agreement. 1.18 “MiAlzo Wallet” has the meaning set forth in the Terms of Use.
1.19 “Term” has the meaning set forth in Section 7.1. 1.20 “Terms of Use” means the terms of use governing the Platform, including additional guidelines required or updated by MiAlzo from time to time.

2.  ADVERTISING PLACEMENTS
   

2.1 Authorization. Customer grants MiAlzo and its affiliates a non-exclusive, worldwide, and fully paid license to use, perform, reproduce, display, transmit, and distribute the Advertising Materials on the selected Media in accordance with this Agreement. 2.2 Account Manager. The Account Manager specified on the Cover Page will be the primary point of contact to assist Customer with various operational activities under this Agreement. 2.3 Insertion Order. For each Advertisement that Customer wishes to place, Customer will provide Advertisement duration, Media, budget, and other relevant information to MiAlzo through such method as determined by MiAlzo from time to time (“Insertion Order”). All Insertion Orders will be governed by these Terms and Conditions, and if there is any conflict between these Terms and Conditions and an Insertion Order, these Terms and Conditions will prevail, unless the Insertion Order explicitly provides that its terms will take precedence over specific sections of these Terms and Conditions. Customer and MiAlzo may agree to vary the budget, dates and duration of any Insertion Order in writing (including by electronic mail), and such variation shall be binding upon Customer. 2.4 Submission of Advertising Materials. Customer will submit to MiAlzo at the material submission email address set forth on each Insertion Order all Advertising Materials and any related Landing Page for each Advertisement by the submission deadline set forth on the applicable Insertion Order. If any Advertising Material or Landing Page is not provided in accordance with this Agreement, MiAlzo cannot guarantee that it will deliver the corresponding Advertisement by the launch date of the Advertisement specified on the applicable Insertion Order. 2.5 Cancellation and Change Orders. MiAlzo may cancel an Insertion Order at any time. Customer may cancel an Insertion Order at any time, which cancellation will take effect three business days after MiAlzo’s receipt of Customer’s written cancellation request. Customer remains obligated to pay the Adsnavia Fees, Advertising Fee (with the applicable taxes as specified in the Insertion Order), Adsnavia Participation Fees and/or Shopeback Cashback Commission where applicable resulting from Advertisements served before the cancellation takes effect. No later than three business days before the launch date of an Advertisement, if Customer requests a change to the applicable Insertion Order and MiAlzo approves that request, MiAlzo will prepare a revised Insertion Order, which may include a price adjustment. A revised Insertion Order may delay the launch of the Advertisement and will not take effect until Customer executes and delivers the revised Insertion Order to MiAlzo by the deadline to the email address specified on the revised Insertion Order.

3.  COMPENSATION AND PAYMENT TERMS
   

3.1 Advertising Fee, Adsnavia Fees, Adsnavia Participation Fees, Shopback Cashback Commission and Invoice. (a) Following MiAlzo’s receipt of the executed Insertion Order, MiAlzo will issue Customer an invoice reflecting the Advertising Fee and any applicable taxes. (b) Upon receiving the invoice, (i) Customer shall deposit the Advertising Fee for such Insertion Order with MiAlzo within one (1) month of receipt of invoice, or (ii) the Advertising Fee and any late interest will be deducted from the seller wallet linked to your UserID (“Seller Wallet") within net 30 days from the date of invoice. Such Seller Wallet deduction will be processed on either the 1st or 15th of each month, whichever is earlier. If there are insufficient funds within your Seller Wallet on the date of deduction, the full amount will still be deducted, resulting in a negative balance in your Seller Wallet.
(c) Where the Customer has opted for Shopback Advertising, an additional invoice for the Shopback Cashback Commission (“Cashback Invoice”) will also be issued by MiAlzo to the Customer within two (2) months from the expiry of the applicable campaign and the Customer shall make payment to MiAlzo via the applicable payment methods as agreed upon in writing between the parties, by the date indicated in the Cashback Invoice.
(d) Where the Customer has opted for Adsnavia Advertising, the payment for (i) Adsnavia Fees and (ii) where applicable, the Adsnavia Participation Fees by the Customer shall be made within the applicable payment period via the applicable payment methods as agreed upon in writing between the parties. For Customers located in United Kingdom, the tax invoices can be retrieved from the Seller Center.
(e) If any amount due to MiAlzo remains unpaid after the due date, MiAlzo shall be entitled, without limiting any other rights it may have, to (i) charge interest on the outstanding amount at the rate of two percent (2%) per month from the due date until such outstanding amount is paid in full, (ii) block Customer’s access to the MiAlzo seller center, (iii) ban Customer from participating in future campaigns; and/or (iv) vary the fees applicable to the Customer. MiAlzo shall have the right to suspend, withhold or discontinue the advertisements until the full payment of the outstanding amount and the interest thereon are received by MiAlzo. (f) Except as otherwise set forth in an Insertion Order or expressly set out in these Terms and Conditions, all payments made by Customer to MiAlzo under this Agreement will not include any taxes. Each party will pay all taxes that it owes under this Agreement. Customer agrees that all payments made to MiAlzo under this Agreement shall be free of all withholding, and if any such withholding is required, Customer shall pay an additional amount to MiAlzo such that, after deduction of all amounts required to be withheld, the net amount of the payment will equal, on an after-tax basis, the amount of payment that would be due absent such withholding to MiAlzo.
3.2 Wire Transfer. All payments pursuant to Section 3.1 unless expressly set out in these Terms and Conditions will be made by wire transfer to the bank account specified on the Cover Page. Each party is solely responsible for the wire transfer fees and other charges of its bank.

4.  RESPONSIBILITIES OF CUSTOMER
   

4.1 Business Conduct. Customer may not contractually bind MiAlzo or make any representations to its own advertisers on behalf of MiAlzo. Customer will not engage in any unconscionable, false, deceptive, misleading, or fraudulent conduct, including by misrepresenting its own websites as the official website for any Media. Customer must ensure the truthfulness and accuracy of (a) all Advertising Targets and (b) prices, promises, gifts, and rewards described in all Advertising Materials. Customer will not advertise substances, services, products, or materials that violate applicable laws. 4.2 Relationship with Advertisers. If the Advertisement specified in an Insertion Order is placed by Customer on behalf of an Advertiser, Customer may not make any commitment or incur any obligations on behalf of MiAlzo without MiAlzo’s prior written consent. 4.3 Compliance with Laws and Terms of Use. Customer will ensure that the Advertising Materials, all Landing Pages, and placement of each Advertisement comply with all applicable laws in jurisdictions in which each Advertisement is placed and in which Customer and Advertiser are located or provide goods and services, the Terms of Use, and other existing criteria or specifications required by MiAlzo (including content limitations, technical specifications, privacy requirements, user experience requirements, and requirements regarding MiAlzo’s public image). 4.4 Landing Pages. With respect to each Landing Page, Customer will ensure that: (a) the content of each Landing Page is substantially similar to the Landing Page previously submitted to MiAlzo; and (b) the link to each Landing Page remains static and unaffected by time of visit, IP address, geographic location, or other variables. 4.5 Prohibited Uses. Customer will not, and will not allow any third party to: (a) use robots or other automated query tools, computer generated search requests, or fraudulent use of search engine optimization services to generate or conceal impressions, inquiries, clicks, or conversions that are fraudulent or invalid; or (b) use any automated means, form of scraping, or other data extraction methods to access, query, collect, or use MiAlzo advertising-related information from the Platform without MiAlzo’s prior written consent. 4.6 Marketing Obligations. If applicable, Customer agrees to provide the marketing obligations set out in the Insertion Order (“Marketing Obligations”). In the event Customer fails to deliver the Marketing Obligations, MiAlzo may invoice or deduct from Customer’s Seller Wallet an amount determined at its sole discretion.

5.  RESPONSIBILITIES AND RIGHTS OF MIALZO
   

5.1 Platform. MiAlzo will operate and maintain the Platform. No changes relating to the features or functionalities of a Platform will affect the validity and enforceability of this Agreement. 5.2 Right to Cancel, Reject, or Remove. MiAlzo reserves the right to review any Advertising Materials and related documentation submitted by Customer and Advertiser. If, in MiAlzo’s sole judgment: (a) any Advertising Material or Advertising Target violates the Terms of Use of the Platform; (b) Customer violates or encourages violation of any applicable laws; (c) Customer breaches its obligations under this Agreement (including failure to pay the Advertising Fees); (d) any Advertisers violate or encourage violation of any applicable laws; (e) MiAlzo believes that any Advertising Material, Advertising Target, or Landing Page may subject MiAlzo to a criminal, civil, or administrative liability or, (f) any Advertising Material or Advertising Target constitutes Prohibited Content, MiAlzo may take one or more of the following measures: (i) reject, remove, cease, or discontinue delivery of the Advertisement; (ii) require Customer or its Advertiser(s) to cure its violation, non-compliance, or breach within a specified period of time; (iii) for each violation, impose a fine on Customer or deduct the amounts deposited with MiAlzo as liquidated damage, which fine or deduction will not relieve Customer from its liabilities if MiAlzo’s losses exceed such amount; or (iv) terminate this Agreement or the affected Insertion Order. 5.3 Changes to Terms of Use. MiAlzo may, at MiAlzo’s discretion, update, amend, or modify the Terms of Use, including the eligibility requirements for Advertisers (e.g., natural persons, legal persons), prohibited categories of products or services that may be advertised, Advertising Materials review standards, payment requirements, scope of credentials review, additional fees, and waivers regarding certain industries. If MiAlzo updates, amends, or modifies the Terms of Use of a Platform, MiAlzo will make reasonable efforts to notify Customer of the updates, amendments, or modifications, including by publishing the modified Terms of Use on the Platform’s website, by email, or by instant message. Customer will check the Platform periodically for such updates and notices. Modified Terms of Use take effect on publication. By continuing to execute Insertion Orders, Customer agrees to be bound by the updated, amended, or modified Terms of Use. If Customer does not agree to be bound by the updated, amended, or modified Terms of Use, Customer must terminate this Agreement pursuant to Section 7.

6.  CONFIDENTIAL INFORMATION
   

6.1 “Confidential Information” means: (a) any proprietary information of a party to this Agreement disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature; (b) the MiAlzo materials and all other non-public marketing or technical information, even if not marked as confidential; and (c) all information collected or developed by MiAlzo regarding its customers. Confidential Information also includes oral disclosures if that information would reasonably be understood to be confidential from the context of disclosure. 6.2 Exceptions. Confidential Information will not include any information that: (a) was publicly known and made generally available before the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the lawful possession of the receiving party at the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of that third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (f) is disclosed by the receiving party pursuant to the disclosing party’s prior written approval. 6.3 Non-Use and Non-Disclosure. Each party will: (a) treat as confidential all Confidential Information of the other party; (b) not disclose that Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section and such party has obtained the written consent to that disclosure from the party that provided the Confidential Information; and (c) not use that Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of that requirement before disclosure and assistance in obtaining an order protecting that information from public disclosure.

7.  TERM AND TERMINATION
   

7.1 Term. This Agreement takes effect on the Effective Date and continues for the term specified on the Cover Page. Unless earlier terminated in accordance with Section 7.2 or either party notify the other party of its decision not to renew this Agreement no later than 30 days before the expiration of the then-current term, this Agreement will be automatically renewed for successive one-year period (each, a “Renewal Term”, and together with the Initial Term, the “Term”). 7.2 Termination. This Agreement will terminate immediately upon: (a) the written agreement of the parties; (b) either party’s dissolution or ceasing to do business, or the institution by or against either party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts; or (c) the occurrence of an event of Force Majeure (as defined in Section 11.4) that continues for more than 30 days. 7.3 Termination for Cause. Furthermore, either party may terminate this Agreement immediately if the other party does not cure its material breach of this Agreement within 30 business days of receiving written notice of the material breach from the non-breaching party. 7.4 Termination for Convenience by MiAlzo. MiAlzo may terminate this Agreement in its entirety or any Insertion Order at any time without cause by providing Customer with a 60 days’ prior written notice. 7.5 Effect of Termination. If this Agreement is terminated due to Customer’s breach of its obligations in accordance with Sections 5.2(f)(iv) and 7.3, all amounts paid by Customer to MiAlzo may be forfeited as liquidated damages without prejudice to MiAlzo’s recourse for other rights or remedies available under applicable laws. 7.6 Survival. The following provisions will survive the termination or expiration of this Agreement: Sections 1, 3, 6, 7.5, 7.6, 9, 10, 11, and any other provisions that, by their nature, are intended to survive. All liabilities that accrued before the termination or expiration will survive the termination or expiration of this Agreement.

8.  REPRESENTATIONS AND WARRANTIES
   

8.1 Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized; (c) this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and (d) it will comply with all applicable laws in performing under this Agreement. 8.2 Representations and Warranties by Customer. Customer represents and warrants that: (a) the execution, delivery, and performance of this Agreement will not be in conflict with or constitute a default under the terms of any agreement, instrument, judgment, decree, or any order, statute, rule, or governmental regulation applicable to Customer; (b) all of the information provided by Customer to MiAlzo, including, if applicable, information provided on behalf of an Advertiser, is complete, true, accurate, and current, and each Advertiser that Customer represents (if applicable), has the right to conduct its business, including offering its products or services; (c) the Advertising Materials submitted by Customer are true and accurate; (d) each Advertiser has the right or authorization to use, market, and promote the applicable Landing Pages and Advertising Targets, and the use, marketing, and promotion of such Landing Pages and Advertising Targets in accordance with this Agreement are compliant with all applicable laws; (e) no Advertising Materials, Landing Page, or Advertising Target contains (i) any information that violates or encourages violation of any applicable law; (ii) fraudulent or deceptive information or incentives; (iii) virus, malware, spyware, Trojan, phishing, or other malicious code that could breach or circumvent any Platform security measure; (iv) information marketing or promoting fake or counterfeit goods or illegal businesses (including apps or software that contain hidden charges); (v) any material that infringes any rights of any third party; or (vi) material that may be harmful, abusive, pornographic or obscene, threatening, or defamatory; and (f) Customer has all necessary rights to permit and hereby grants MiAlzo all such rights that are necessary for MiAlzo to use, store, copy, modify, reform, reproduce, publish, display, transmit, display, and distribute the Advertising Materials on the Platform.

9.  INDEMNIFICATION
   

9.1 Indemnification by Customer. Customer will indemnify, defend, and hold harmless MiAlzo and its affiliates and their directors, officers, and employees from and against all claims, actions, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any breach by Customer of this Agreement; (b) any failure of Customer to perform its obligations under this Agreement in compliance with all applicable laws; (c) any violation of any rights of any third party by an Advertisement, Advertising Target, or Advertising Material; or (d) Customer’s fraud, negligence or willful misconduct. 9.2 Procedure. MiAlzo will promptly notify Customer of any claim that is subject to Section 9.1, and will permit Customer to assume and control the defense of that claim. MiAlzo will, however, have the right to employ separate counsel and participate in the defense of claims at the Customer’s sole cost. Customer will have the sole authority to defend, compromise, settle, or otherwise dispose of a claim, but it will not agree to any disposition or settlement of a claim that admits liability or imposes duties of performance or payment on MiAlzo without MiAlzo’s prior written consent. If the parties agree to settle a claim, Customer will not publicize the settlement without first obtaining MiAlzo’s written permission.

10. LIMITATION OF LIABILITY 10.1 Disclaimer of Warranties. ALL PERFORMANCE BY MIALZO AND ITS AFFILIATES AND ANY MIALZO MATERIALS ARE PROVIDED “AS IS.” MIALZO MAKES NO GUARANTEES REGARDING THE SUCCESS OF A CAMPAIGN OR AD, NUMBER OF VISITS, SALES, OR CONVERSION RATES. CUSTOMER ACKNOWLEDGES AND AGREES THAT MIALZO CANNOT ENSURE THAT ANY MATERIAL SUBMITTED BY OR ON BEHALF OF CUSTOMER OR ADVERTISER WILL BE PROTECTED FROM THEFT OR MISUSE, AND MIALZO WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE. 10.2 Disclaimer of Consequential Damages. MIALZO WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING LOST PROFITS OR LOSS OF BUSINESS. 10.3 Cap on Liability. UNDER NO CIRCUMSTANCES WILL MIALZO’S OR ANY MIALZO AFFILIATE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT RECEIVED FROM CUSTOMER BY MIALZO UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD PRECEDING THAT CLAIM. 10.4 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.

11. MISCELLANEOUS 11.1 Subcontractors. MiAlzo may exercise its rights under this Agreement via its affiliates and subcontractors. MiAlzo will be responsible for the compliance of those affiliates and subcontractors with the terms of this Agreement. 11.2 Independent Contractor. This Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise. The parties are independent contractors in the performance of this Agreement. Neither party is authorized to bind the other party to any liability or obligation or to represent that it has any authority to do so. 11.3 Press Release. Except as expressly set forth in this Agreement or as required by the laws of any jurisdiction, neither party will make any public announcement or press release regarding the cooperation contemplated by this Agreement without the prior consent of the other party. Any party required by law to make a public announcement regarding any matter related to the cooperation contemplated by this Agreement will solicit from and consider in good faith the other party’s feedback on the content of that public announcement. 11.4 Force Majeure. Neither party will be liable to the other party for any failure or delay in fulfilling an obligation (other than the financial obligations) under this Agreement if that failure or delay is attributable to circumstances beyond its control, including any fire, power failure, labor dispute, war, civil dispute, or government action (including any new law or regulation) or inaction (“Force Majeure”). The deadline for fulfilling the obligation in question will be extended for a period equal to that of the continuance of the Force Majeure event. 11.5 Governing Law and Resolution of Disputes. This Agreement shall be governed by and construed under the laws of United Kingdom. In the event of any dispute, controversy, claim or difference of any kind whatsoever arising between the Parties in connection with this Agreement, including the breach, termination or validity of this Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to this Agreement (“Dispute”), which Dispute has been subject of a written notice by one Party to the other (“Dispute Notice”), the Parties shall attempt, for a period of thirty (30) days after the receipt by one (1) Party of a notice from the other Party of the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior management of each of the Parties. If the Dispute cannot be settled by mutual discussions within the thirty (30) day period, it shall be referred to and finally resolved by arbitration administered by the United Kingdom International Arbitration Centre in United Kingdom in accordance with the Arbitration Rules of the United Kingdom International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. There will be three (3) arbitrators and the language of the arbitration shall be English. 11.6 Notices. All notices under the terms of this Agreement will be deemed given as of the day they are received either by overnight courier, email, postage prepaid certified or registered mail, or facsimile, and addressed either to MiAlzo or Customer at their respective addresses specified in the Cover Page. 11.7 Assignment. Customer may not voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under this Agreement (in whole or in part), including by direct or indirect change of control, merger (whether or not Customer is the surviving entity), or operation of law, without MiAlzo’s prior written consent, which MiAlzo may withhold in its sole and absolute discretion. Any direct or indirect change of control of equity ownership or management or control of Customer, whether or not Customer survives as an entity, will be deemed an assignment and delegation of this Agreement that requires MiAlzo’s prior written consent. An assignment by Customer will not relieve Customer of its obligations under this Agreement and any Insertion Order unless MiAlzo expressly states otherwise in its written consent. MiAlzo will not release Customer of its liability under this Agreement and any Insertion Order unless MiAlzo expressly states otherwise in its written consent. MiAlzo may voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under this Agreement or any Insertion Order (in whole or in part) without Customer’s consent. Any purported assignment or delegation in violation of this Section 11.7 will be null and void. Subject to this Section 11.7, this Agreement will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns. 11.8 Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing provided in accordance with Section 11.6 to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce. 11.9 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law, and the tribunal will preserve, as far as possible, the original intention of the parties with respect to the severed term, condition, or provision. 11.10 Remedies Cumulative. No single or partial exercise of any right or remedy will preclude any other or further exercise of any other right or remedy. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. 11.11 Confidentiality of Agreement. Customer will not disclose any terms of this Agreement to any third party without MiAlzo’s prior written consent, except as required by applicable law. 11.12 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same agreement. 11.13 Language. If this Agreement is executed in more than one language, then only the English version is binding on the parties. 11.14 Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement. 11.15 Integration. These Terms and Conditions, together with the Cover Page, and all Insertion Orders, constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to that subject matter. No terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to these terms, provisions, or conditions. These terms and conditions may be amended by MiAlzo at any time.

Last Updated: 16 January 2023