---------------------------------------
GoodTime Master Service Agreement (MSA) for January 2020 Growth Package Customers
---------------------------------------

1. Key Definitions. “You,” “your” and “Customer” refers to the individual or entity that has executed this Agreement and ordered SaaS Services from Etch Mobile, Inc. d/b/a “GoodTime” (“GoodTime”). “Customer Data” means electronic data and information submitted by or for Customer to the Purchased Services or collected and processed by or for Customer using the Purchased Services, excluding Non-Good Time Applications, “Law” refers to any applicable statute, regulation, rule, ordinance or ruling by a federal, state or local government including, but not limited to applicable data transfer and privacy laws. “Non-Goodtime Applications” means a Web-based, mobile or offline software application or service, or service that is provided by Customer or a third party and interoperates with a SaaS Service, including, for example, an application that is developed by or for Customer, a third party service that a customer may have access to, subscribe to, or obtain a license to, a third party service that a customer may have access to, subscribe to, or obtain a license to. “Order Form” refers to a form issued by GoodTime containing the terms of payment and specifications of the SaaS Services provided under this Agreement detailing fees, and other related terms and agreed to by both Customer and GoodTime. The term “Professional Services” means configuration, training and installation services provided by GoodTime to Customer.  The term “SaaS Service” or “SaaS Services” refers to the GoodTime Software-as Service subscriptions that are only ordered by Customer. “User” means an individual who is authorized by Customer to use a SaaS Service on Customer’s behalf, and to whom Customer has supplied a user identification and password. Users may include, for example, Customer employees, consultants, contractors and agents, and third parties with which Customer transacts business.  

2. Applicability. This Agreement is a limited-time offer and may not be available again if the contract is terminated by the Customer. Once the Customer has over 100 full-time employees, GoodTime may issue orders pursuant to the terms of this Agreement and which incorporates such terms by reference.

3. Incorporated Terms. This Agreement includes this Master Agreement, GoodTime’s Use Policies, and Service Level Exhibit (collectively the “Agreement”), the terms of which are incorporated by reference herein. All capitalized terms in this Master Service Agreement shall have the same meaning in all other documents comprising the Agreement.  Customer Agrees that Customer will, and will ensure that its Users use the SaaS Services only in compliance with this Agreement and the GoodTime Use Policies. GoodTime has the right to amend its privacy policy and Use Policy at any time effective upon notice to Customer except that it may not amend any service level obligations to Customer without the mutual agreement of the parties.

4. Payments. 
4.1 Payment In consideration of the SaaS Services and Professional Services to be rendered pursuant to this Agreement and Order Form, Fees shall be paid as set forth in each applicable Order Form. Unless otherwise agreed by the parties, payment for SaaS Services and Professional Services shall be due thirty (30) days from the date or dates set forth in the applicable Order Form or, if applicable, the date of issuance of the invoice issued therefrom. GoodTime reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that GoodTime has billed Customer incorrectly, Customer must contact GoodTIme no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department at support@goodtime.io. At GoodTime’s option in its sole discretion, GoodTime may choose to accept payment through a system with a valid purchase order or alternative document reasonably acceptable to GoodTime. In such case, GoodTime will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Fees for SaaS Services are not based on actual usage of the Services. Except as expressly provided in this Agreement, payment obligations are non-cancelable and fees paid are non-refundable and SaaS Services purchased cannot and will not be decreased during the relevant subscription term. Customer agrees to pay any sales, value-added or other similar taxes imposed by applicable law that GoodTime must pay based on the SaaS Services, except for taxes based on GoodTime’s income or taxes for employment of its employees. If GoodTime has the legal obligation to pay or collect Taxes for which Customer are responsible under this Section 4.1, GoodTIme will invoice Customer and Customer will pay that amount unless Customer provides GoodTime with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer agrees that it has not relied on the future availability of any SaaS Services or updates in entering into the payment obligations in an Order Form.

4.2 Late Payment. If any undisputed invoiced amount is not received by GoodTime by the due date, then without limiting GoodTime rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) GoodTime may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.1 of the Master Agreement and/or (c) may, without limiting GoodTime other rights and remedies, accelerate Customer unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend GoodTime services to Customer until such amounts are paid in full. GoodTime will give Customer at least 10 days’ prior notice before suspending services to Customer.

5. Intellectual Property and Licensing
5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, GoodTime and GoodTime licensors reserve and retain all of their right, title and interest in and to SaaS Services and all improvements thereto, including all of GoodTime/their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.2. License for Services. Upon GoodTime’s acceptance of the Order Form and for the duration of the period set forth in the Order Form, GoodTime grants to Customer a worldwide, limited-term license, under GoodTime’s applicable intellectual property rights and licenses, to use the SaaS Services licensed to Customer pursuant to Order Forms and the Agreement.

5.3. License by Customer to Host Customer Data and Applications. Customer grants GoodTime and GoodTime Affiliates  a worldwide, limited-term license to access its data (including, without limitation, Customer Data), networks and systems for the purposes i) of providing SaaS Services (including, but not limited to customer service, diagnostic and corrective actions for Customer’s benefit), ii) analyzing use of the SaaS Services in aggregate and/or de-identified form for the purpose of improving the SaaS Services, whether owned or operated by Customer or by third parties contracting with Customer iii), host, copy, transmit, analyze and display Customer Data, and any Non-GoodTime Applications and program code created by or for Customer using a Service, as necessary for GoodTime to provide SaaS Services in accordance with this  Agreement. Subject to the limited licenses granted herein, GoodTime shall also have an irrevocable, transferrable, worldwide, royalty-free license to use de-identified, anonymized data created from Customer Data to the extent permitted by Law, but otherwise acquires no right, title or interest from Customer or Customer licensors in or to Customer Data or any Non-GoodTime Application or program code.  

5.4. License by Customer to Use Feedback. Customer grants to GoodTime and GoodTime Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into SaaS Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of SaaS Services.

5.5. Ownership of SaaS Services, changes to GoodTime Privacy Policies, and External Facing Website Policies and Subscription Terms. With the exception of Customer Data, Customer acknowledges that as between GoodTime and Customer, GoodTime owns all right, title and interest in the SaaS Services, including any improvements or modifications thereto. GoodTime reserves the right to change the GoodTime Privacy Policies, GoodTime Use Policy at any time. GoodTime will provide reasonable written notice to Customer of any material changes.

5.6. Limitations on access and Changes to Functionality. GoodTime reserves the right to reduce, limit or throttle the number of Users, amount of data, access or throughput in connection with SaaS Services in order to protect the stability and security of the SaaS Services as long as i) GoodTime notifies Customer so they may work together to address the issue and ii) it does not affect the core functionality of SaaS Service. GoodTime reserves the right, in its sole discretion to alter or delete any functionality contained in SaaS Services at any time. In the event such changes materially reduces a core function of SaaS Service (“Critical Changes”), then Customer shall notify Customer of such concern so that the parties can work together in good faith to address those concerns, if such Critical Change cannot be addressed to the reasonable satisfaction of both parties within thirty (30) days, then Customer may terminate the Agreement and any Order Forms.

5.7 Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to SaaS Services or any software, documentation or data related to SaaS Services; modify, translate, or create derivative works based on SaaS Services (except to the extent expressly permitted by GoodTime or authorized within SaaS Services); use SaaS Services for time-sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

6. CONFIDENTIALITY
6.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall include, without limitations, any (a) information, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, roadmaps, computer source and object code, patent applications, and other materials and concepts relating to GoodTime’s and Customer’s products, services, processes, technology or other intellectual property rights; (b) information, ideas or materials of a business nature, such as non-public financial information; information regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees and salaries; product development plans; business and financial plans and forecasts; and marketing and sales plans and forecasts; (c) all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, received by GoodTime from Customer in the course of GoodTime’s rendering of SaaS Services to Customer, including, without limitation, records and any other materials pertaining to Work Product; and (d) the terms and conditions of this Agreement, including all Statements of Work. GoodTime and Customer Trade Secrets shall be considered Confidential Information. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 6.2. “Affiliates” shall mean Customer and its subsidiaries and parents, as well as their employees, contractors, officers, directors, agents, attorneys and accountants. 

6.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6.4  Injunctive Relief.  The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

7. Provision of SaaS Services and Service Levels. 
7.1 SaaS Service Availability. Upon GoodTime acceptance of the Order Form and for the duration of the period set forth in the Order Form and solely with respect to SaaS Services provided in exchange for Fees, GoodTime will (a) make SaaS Services available to Customer pursuant to the Agreement, and the applicable Order Forms, (b) provide GoodTime’s  support for the Purchased Services to Customer as set forth in the Service Level Exhibit except for: (i) planned downtime, and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, but not limited to Force Majeure events, strikes or other labor problems (other than one involving Our employees), Internet service provider failure or delay, Non-GoodTime Application, or denial of service attacks.  GoodTime will provide response and workaround/fix target times as set forth in the GoodTime Use Policy Service Levels as set forth in the Service Level Exhibit.

7.2 Security. GoodTime will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, reasonable measures for preventing access, use, modification or disclosure of Customer Data by GoodTime personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 6.3 (Compelled Disclosure) below, or (c) as Customer expressly permits in writing.  Customer and GoodTime shall reasonably cooperate to comply with data security and breach regulations as applicable to the SaaS Services, including, but not limited to  (z) executing and incorporating by reference into this Agreement the appropriate EU Model Contract Clauses for data exporting and processing where applicable; (y) cooperating with any governmental inquiries, audits, data protection impact assessments or documentation requirements required by Law; (x) ensuring that Customer Data is used, transmitted and stored in accordance with applicable Law.  Customer shall not undertake any acts or omissions that would place GoodTime in violation of any applicable Laws.

7.3 Data Breach.  In the event either parties become aware of the unauthorized release of Customer Data comprising “Personal Data” as defined in the European Union General Data Privacy Regulations, the parties agree to promptly, but no later than 72 hours after discovery of such breach notify each other of such breach, with such notice, a) describing the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned; b) communicating the name and contact details of the data protection officer or other contact point where more information can be obtained; c) describing the likely consequences of the personal data breach; and d) describing the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

7.4 Equipment & Resources.  GoodTime is not responsible for any travel, accommodations,  computer  equipment, telecommunications,  or  other  expenses  required  for  Customer  or  its  Users or any other party  to  use  or  access  the SaaS Services.   

7.5   CURE OF SERVICE AVAILABILITY BREACH. WITH RESPECT TO THE PROVISION OF PURCHASED SERVICES, IN THE EVENT OF THE BREACH OF SECTION 7.1 OF THIS AGREEMENT INCLUDING BUT NOT LIMITED TO, BREACH OF SERVICE LEVELS, SET FORTH IN THE GOODTIME SERVICE LEVEL EXHIBIT, GOODTIME WILL REMIT A SERVICES FEE CREDIT TO CUSTOMER CALCULATED AT 1 DAY’S COST FOR ACCESS TO THE SAAS SERVICE PER INCIDENT PER MONTH, AND NOT TO EXCEED IN THE AGGREGATE, TWENTY PERCENT (20%) OF NET MONTHLY FEES FOR THE APPLICABLE SERVICES FOR THE MONTH IN WHICH ANY APPLICABLE BREACH OCCURRED. THE CREDIT WILL BE PROVIDED ONLY TOWARDS ANY OUTSTANDING BALANCE FOR SERVICES OWED TO GOODTIME, AND THE REMITTANCE OF SUCH CREDIT WILL REPRESENT CUSTOMER’S EXCLUSIVE REMEDY, AND GOODTIME’S SOLE LIABILITY, FOR ALL BREACHES OF THIS SECTION 7.1 THE AGREEMENT. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT GOODTIME ISSUES SERVICE CREDITS FOR THREE CONSECUTIVE MONTHS OR FOUR TIMES OVER ANY SIX MONTH PERIOD, THEN CUSTOMER SHALL HAVE THE RIGHT TO TERMINATE THE AGREEMENT UPON NOTICE TO GOODTIME AND RECEIVE A PRO-RATA REFUND FOR UNUSED SERVICES.

8. Insurance. Without limiting Service Provider’s indemnification obligations hereunder, Service Provider will obtain and maintain in full force during the Term and three years thereafter, the following insurance coverage at its own cost and expense. (a) Workers’ Compensation or Employer’s Liability, as required by state or country law with a minimum limits of $1,000,000, covering injury by accident and by disease; (b) Commercial General Liability, on an occurrence basis, including premises-operations, product completed-operations, broad form property damage, contractual liability, independent contractors and personal liability, with a minimum combined single limit of $1,000,000 per occurrence and $2,000,000 aggregate; and (c) Errors and Omissions Liability covering the liability for financial loss due to error, omission, negligence of employees and machine malfunction, and including coverage for intellectual property claims, cyber liability and privacy, in an amount of at least $1,000,000 per occurrence.

9. MUTUAL INDEMNIFICATION

9.1. Indemnification by GoodTime. GoodTime will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of a SaaS Service in accordance with this Agreement and applicable Order Forms infringes or misappropriates such third party’s United States copyright, trademark or patent (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement of, a Claim Against Customer, provided Customer (a) promptly gives GoodTime written notice of the Claim Against Customer, (b) gives GoodTime sole control of the defense and settlement of the Claim Against Customer (except that GoodTime may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) give GoodTime all reasonable assistance, at GoodTime’s expense. If GoodTime receives information about an infringement or misappropriation claim related to a SaaS Service, GoodTime may in GoodTime’s discretion and at no cost to Customer (i) modify the SaaS Service so that it no longer infringes or misappropriates such third party rights, (ii) obtain a license for Customer’s continued use of that SaaS Service in accordance with this Agreement, or (iii) terminate Customer’s obligations for that SaaS Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from v) use of SaaS Services in combination with third party services or systems; w) Customer content x) use of GoodTime SaaS Services with any third party product or service; y) Customer’s breach of this Agreement or any Order Forms; or z) claims arising from the subsequent modification of GoodTime SaaS Services.

9.2. Indemnification by Customer. Customer will defend GoodTime against any claim, demand, suit or proceeding made or brought against GoodTime by a third party alleging that Customer Data, or Customer’s use of any SaaS Service in breach of this Agreement or any applicable Order Forms, infringes or misappropriates such third party’s intellectual property rights or violates applicable Law (a “Claim Against GoodTime”), and will indemnify GoodTime from any damages, attorney fees and costs finally awarded against GoodTime as a result of, or for any amounts paid by GoodTime under a court-approved settlement of, a Claim Against GoodTime, provided GoodTime (a) promptly give Customer written notice of the Claim Against GoodTime, (b) give Customer sole control of the defense and settlement of the Claim Against GoodTime (except that Customer may not settle any Claim Against GoodTime unless it unconditionally releases GoodTime of all liability), and (c) give Customer all reasonable assistance, at Customer’s expense.

9.3. Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR (i) ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY OR (ii) FOR ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.  GOODTIME MAKES NO WARRANTY AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF A PARTY, INCLUDING WITHOUT LIMITATION CUSTOMER OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT FOR ANY CLAIM ARISING FROM CUSTOMER’S INDEMNITY OBLIGATIONS UNDER SECTION 9, OR A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4. ANY CAUSE OF ACTION ARISING FROM THE USE OF THE SERVICES, EXCEPT FOR THOSE RELATING TO INDEMNIFICATION OR ARISING FROM NON-PAYMENT OF FEES, MUST BE BROUGHT WITHIN TWO YEARS OF ITS OCCURRENCE. 

11. TERM AND TERMINATION

11.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all Order Forms hereunder have expired or have been terminated.  The Term of each Order Form is set forth in the Order Form (Initial Term”), and may renew for additional periods of the same duration as the Initial Term unless either party gives the other notice sixty (60) days prior to commencement of the extended Term.
 
11.2. Termination. A party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.  More than six uncured violations of the GoodTime Use Policy may result in the immediate termination of the Agreement and all Order Forms.

12. WARRANTY AND DISCLAIMER

12.1. GoodTime warrants and represents that i) the Professional Services will be provided in a competent and workmanlike manner and ii) that neither the Professional Services nor the SaaS Services shall infringe upon any U.S. Patent, copyright or trade secret.

12.2  The party executing this Agreement on behalf of Customer warrants and represents that they are authorized to enter into this Agreement and bind Customer.

12.3. Customer warrants and represents that i) its use of the SaaS Services will comply with all Laws; ii) it will not use the SaaS Services to infringe or violate any third party rights; and that iii) the billing contact information and other information provided by Customer in this Agreement, including, but not limited to representations regarding the number of employees and contractors employed by Customer as set forth in the Order Form, is true and correct and up to date and Customer will promptly notify GoodTime of any changes.

12.2. Disclaimers. GOODTIME DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT GOODTIME WILL CORRECT ALL SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT GOODTIME DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GOODTIME IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. TO THE EXTENT NOT PROHIBITED BY LAW, THE WARRANTIES AND ANY WARRANTIES IDENTIFIED AS AN EXPRESS WARRANTY IN THIS AGREEMENT ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY BREACH OF WARRANTY MUST BE REPORTED TO GOODTIME WITHIN ONE YEAR AFTER THE INITIAL PROVISION OF THE SERVICES.

13. GENERAL PROVISIONS

13.1. Surviving Provisions. The Sections titled “Applicability,” “Incorporated Terms,” "Payment," "Intellectual Property" "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," “Disclaimers” and "General Provisions" and any subsections thereof will survive any termination or expiration of this Agreement.

13.2. Notice. All notices to GoodTime shall be valid only if sent via pre-paid first class certified mail or overnight courier to GoodTime attn: Chief Executive Officer, 835 Howard St. 3FL San Francisco CA 94103, ahryun@goodtime.io, via facsimile transmission with proof of transmission or, for notices excluding notice of indemnification obligations, through email address or portal to a designated person approved in writing by GoodTime. GoodTime may give notice applicable to GoodTime software as a service customer base by means of a general notice on GoodTime portal for the SaaS Services, and notices specific to Customer by electronic mail to Customer e-mail address on record in GoodTime account information or by written communication sent by first class mail or pre-paid post to the most recent Customer address provided by Customer to GoodTime. Customer’s current address shall be the address provided on the Order Form.

13.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law of the State of California, without reference to its conflicts of law principles, and consents to the exclusive jurisdiction of the of the State of California, the County of San Francisco and the Federal courts located within such jurisdiction. In the event that there are any changes in law that materially and adversely affect Company’s ability to perform the SaaS Services under the Agreement and Order Form (a “Regulatory Change”), then the parties shall negotiate in good faith to amend the applicable Order Form in order to enable GoodTime to continue to render the required SaaS Services in accordance with the law as changed

13.4. Export Compliance. The SaaS Services, other technology GoodTime makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use any SaaS Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

13.5. Anti-Corruption. Customer have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of GoodTime employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify GoodTime Legal Department at – ahryun@goodtime.io

13.6. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Customer and GoodTime regarding Customer’s use of SaaS Services and, except for the Terms of SaaS Service, supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Customer’s purchase order or in any other of Customer’s order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form (2) the Master Agreement, and (3) The Use Policy.

13.7. Assignment. Neither party may assign any of its rights or obligations hereunder in whole or in party, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in whole or in party, (including Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.8. Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; and the parties shall at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever. Neither party shall have any obligation or duty to the other party except as expressly and specifically set forth herein, and no such obligation or duty shall be implied by or inferred from this Agreement or the conduct of the parties hereunder. Customer shall not withhold or make payments or contributions therefor or obtain benefits for GoodTime or its employees, contractors or agents. GoodTime shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to GoodTime’s performance of services and receipt of fees under this Agreement.

13.9.  Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.10. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.11. Remedies Cumulative. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

13.12. UCITA and Third Party Contractors. The Uniform Computer Information Transactions Act does not apply to this software as a service agreement or orders placed under it. Customer understands that GoodTime business partners, including any third party firms retained by Customer to provide computer consulting services, are independent of GoodTime and are not GoodTime agents. GoodTime are not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as GoodTime subcontractor on an engagement ordered under this software as a service agreement.

13.13. Force Majeure. Neither of party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either party may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or  Customer’s obligation to pay for programs delivered or services provided. 

13.14. Publicity. Unless expressly set forth otherwise in an Order Form, GoodTime may, upon Customer’s review and approval (which approval shall not be unreasonably withheld or delayed), reference Customer’s name and trademark, as well as other information pertaining to the provision and results of the services, in case studies and other GoodTime marketing materials.