WordyUP SUBSCRIPTION SERVICE AGREEMENT

IMPORTANT: THE FOLLOWING AGREEMENT (“AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH THE COMPANY (defined below) IS WILLING TO LICENSE THE “SOFTWARE” AND ACCOMPANYING “DOCUMENTATION” TO “YOU” AS AN INDIVIDUAL USER OR AN AUTHORIZED REPRESENTATIVE OF AN ENTITY. BY ACCEPTING THIS AGREEMENT, YOU ARE ENTERING INTO A BINDING LEGAL CONTRACT WITH THE COMPANY. THE TERMS AND CONDITIONS OF THE AGREEMENT THEN APPLY TO YOUR USE OF THE SUBSCRIPTION SERVICES. PLEASE PRINT THIS AGREEMENT FOR YOUR RECORDS AND SAVE A COPY ELECTRONICALLY.

If you are downloading or activating the Service for trial purposes or purchasing a subscription to use the Service, you accept this Agreement by selecting the "I accept the terms of the licence agreement" button or box below. If you or the entity you represent does not agree to the terms of this Agreement, select "I do not accept the terms of the licence agreement". Then no Agreement will be formed and you will not be permitted to evaluate or purchase the Software.

1. DEFINITIONS

1.1 Company means Twist of Lemon Pty Ltd (ACN #) trading as Twist of Lime ABN 91 141 289 705 of 1/27 Hardware Lane, Melbourne, Victoria, 3000, Australia.

1.2 Subscriber means you, being the person or entity subscribing to the service(s) provided under this Agreement.

1.3 Effective Date means the day the Subscriber subscribes to the Service and pays any required money in respect of the Service.

2. THE SERVICE. Company will provide the Subscriber with the use of ‘WordyUP’ (the “Service”). The Service includes a facility to enable you to upload an Excel™ file to generate word clouds and a facility to view clouds as specified in your Pricing Plan Subscription Fee. The Subscriber’s sign-up and registration for, or use of, the Service shall be deemed to be agreement by the Subscriber to abide by all the terms and conditions of this Agreement.

3. TERM. The initial term of this Agreement shall be one (1) month from the Effective Date (the "Initial Term"). Thereafter, this Agreement shall automatically renew for additional one (1) month terms ("Renewal Terms") unless Company notifies Subscriber in writing no later than thirty (30) days prior to the expiration of the then current Term that it desires to terminate the Agreement (collectively, the Initial Term and any Renewal Terms constitute the "Term"). Any decision to renew and/or allow the Agreement to expire is entirely within Company’s discretion.

4. SUBSCRIPTION FEE. A subscription see will be issued each month to the Subscriber upon execution of this Agreement by the Company’s provider of payment services, PayPal. The subscription see will be determined by the pricing plan that the Subscriber selects when the Subscriber purchases the subscription, and is described on the Company’s website. The pricing plans may change from time to time, in which case the Company will inform you about these changes with at least 30 days’ notice of the changes.

5. SERVICE ACCESS AND AVAILABILITY. The Subscriber shall be solely responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges incurred while accessing and using the Service in any way whatsoever. The Company provides no warranty nor accepts liability for the unavailability of the service. The service is provided an best endeavours basis.

6. SECURITY. The Subscriber must notify the Company immediately of any unauthorized use of the Subscriber’s account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by the Subscriber or other means) or any other breach of security. The Company is not liable for any loss or damage arising from the Subscriber’s failure to comply with these requirements.

7. ACCURATE SUBSCRIBER INFORMATION. The Subscriber agrees to provide the Company with accurate billing and contact information as at a minimum the user name and email address. The Subscriber also agrees to notify the Company of any changes to this information within 30 days of a change. The Company reserves the right to terminate the Subscriber’s access to the Service, without any obligation to retain the Subscriber’s data, if the Subscriber provides false or fraudulent contact or billing information.

8. PROPRIETARY SOFTWARE AND LICENCE. The Subscriber acknowledges, and agrees, that the Service uses proprietary software (the “Software”) owned or licensed by Company, and the Subscriber is being granted an individual, limited, non-exclusive, non-transferable license to use the Software subject to the terms and conditions of this Agreement. The Subscriber acknowledges, and agrees, that the Subscriber, its employees, contractors, related parties and agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Software; renting, leasing, selling, assigning, or transferring rights to the Software; modifying or making derivative works based on the Software; or using the Software in any service bureau or timeshare capacity. The Subscriber acknowledges, and agrees, that the Company retains exclusive ownership throughout the world of its Software, including portions or copies, and all rights not expressly granted to the Subscriber are reserved by the Company.

9. USE RESTRICTIONS. Subscriber may not use the Service for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such list. Subscriber agree not to transmit, or permit Subscriber’s employees, contractors, related parties or agents to transmit, through the Service, any unlawful, harassing, libelous, abusive, threatening, vulgar, obscene or otherwise reasonably objectionable material of any kind. Subscriber agree to only use the Service for purposes authorized in this Agreement, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include (without limit) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. THE SUBSCRIBER AGREES TO DEFEND, INDEMNIFY AND HOLD THE COMPANY HARMLESS AGAINST ANY CLAIM OR ACTION THAT ARISES FROM SUBSCRIBER’S USE OF OR ACCESS TO THE SERVICE IN AN UNLAWFUL MANNER OR IN ANY MANNER INCONSISTENT WITH THE TERMS OF THIS AGREEMENT AND THE RESTRICTIONS AND POLICIES STATED IN THIS AGREEMENT.

10. BILLING PERIOD AND PAYMENT METHOD.

The Company shall charge and collect fees on a monthly basis. Fees are billed in U.S. Dollars and will be processed by Paypal. The Subscriber agrees to pay the total monthly usage fee, which is non-refundable, for its account in accordance with the usage fee and billing terms in effect at the time the fees are due and payable. If the Subscriber upgrades the level of service during a billing period, the increased fees will be incurred by and payable by the Subscriber on a pro rata basis. Unless the context dictates otherwise, the License Fees and any other fees or charges quoted by us to you are exclusive of all applicable Taxes. You shall pay all Taxes assessed in connection with this agreement or any licenses or services provided under this agreement, in addition to the License Fees and any other fees or charges quoted by us. The Subscriber may access the Subscriber’s account and the Subscriber’s tax invoice in accordance with terms prescribed from time to time by the Company and/or by Paypal.

11. TOTAL MONTHLY USAGE FEES.

The Subscriber’s monthly usage fees are calculated from the date of purchase using the pricing lan selected by the Subscriber on the Company’s website. If the Subscriber changes the Subscriber’s usage plan, the new usage plan will come into effect from that business day inclusive and will be pro rated to the end of the current billing period according to the proportion of the billing period for which the Subscriber is subscribed at the applicable rate.

12. PAYMENT ERRORS. The Subscriber must contact the Company in writing within forty-five (45) days of the date of an invoice which the Subscriber claims contains a billing error, to be eligible to receive a credit or adjustment. The Company will assess the Subscriber’s claim and determine whether or not the Subscriber is entitled to a credit or adjustment.

13. PAYMENT OPTIONS.

All payments will be handled by PayPal™. Please refer to payment polices of PayPal on their website. https://cms.paypal.com/au/cgi-bin/marketingweb?cmd=_render-content&content_ID=ua/Legal_Hub_full&locale.x=en_AU .

14. NON-PAYMENT. If fees payable by a Subscriber are outstanding for more than three (3) days, the Company reserves the right to suspend the Service, provided to the Subscriber, delete any data uploaded to the Service and terminate this Agreement without any obligation or liability to the Subscriber,

15. TERMINATION OF SERVICE AGREEMENT. The Subscriber or the Company may terminate this Service Agreement by providing a minimum of thirty (30) days’ written notice to the other party before the beginning of the next monthly billing period. Upon termination of the service agreement for any reason, the Subscriber, and all users accessing the Service using the Subscriber’s account, will immediately be denied access to the Service. After termination, the Company will remove all open text data in the Subscriber’s account. On termination all data provided to the Company for the purposes of generating word clouds will be deleted from the Company’s servers.

16. SUBSCRIBER SUPPORT. The Company, or its designee(s), shall provide email support during normal business hours (9:00am to 5:00pm Australian Eastern Standard Time) Monday-Friday, except on holidays. Hours and days of support may be amended or support may be withdrawn at the Company’s absolute discretion.

17. SUBSCRIBER DATA. The Company warrants that all data inputted into the Service by the Subscriber (Subscriber Data),or its agents, is and shall remain the exclusive property of the Subscriber. The Subscriber acknowledges, and agrees, that the Subscriber shall remain solely responsible for the accuracy, integrity, reliability, quality, and legality, of Subscriber Data, and the Company is not accountable or liable for any correction, deletion, loss, destruction, or failure to store any such Subscriber Data. All Subscriber Data is considered confidential. Company will not share, rent, sell, trade or otherwise disclose any personally identifiable information or Subscriber identifiable information. Company may, however, in its sole discretion disclose to third parties any part of the Subscriber Data which is not personally identifiable. Company shall use all reasonable efforts to protect the Subscriber’s data and conduct data backups.

18. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. The Subscriber represents and warrants to the Company that (a) The Subscriber is at least 18 years old; (b) The Subscriber has the right, power and authoriation necessary to enter into and perform this Agreement; and (c) that the Subscriber will obtain all necessary consents from the parents or guardians of students or minor that may access or use the Service to ensure full compliance with any applicable law, rule or authority for use, collection, transmission and storage of the Subscriber Data on the Internet, and (d) that any payment or credit card information the Subscriber supplies is correct, that Subscriber’s financial institution or credit card company shall honor charges the Subscriber incurs, and the Subscriber shall in turn pay those charges.

19. RELATIONSHIP OF PARTIES. The Company, in providing the Service, is acting as an independent contractor and does not undertake by this Agreement or otherwise to perform any regulatory, contractual or other obligation of the Subscriber. The Company has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by the Company under this Agreement.

20. DISCLAIMER OF WARRANTIES. THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE AND ANY ASSOCIATED PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NONE OF COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") GUARANTEES THE TIMELINESS, ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OF THE PRODUCTS OR SERVICE, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR FREE OR VIRUS FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE AND THE TIMELINESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND SERVICE IS ASSUMED SOLELY BY SUBSCRIBER. ALL OF THE COMPANY PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OF THE COMPANY PARTIES DISCLAIM ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEBSITE, THE PRODUCTS OR SERVICE.

21. OWNERSHIP. Company and its partner/joint venturer are the sole and exclusive owner of the Service and underlying technology, and all intellectual property rights therein. Except for the limited licence granted under this Agreement the Subscriber acquires no rights therein.

22. INDEMNIFICATION

A. The Subscriber shall indemnify, hold harmless and, at no expense to the Company, defend the Company and the Company’s affiliates (if any), and its and their respective directors, officers, employees, and authorised agents and other representatives (each a “Company Indemnified Party”) from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys’ fees and costs) (collectively, “Third-Party Claims”), arising from, or related in any manner whatsoever to:

i. any actual or alleged breach of this Agreement, or violation of applicable law, by the Subscriber; or

ii. any actual or alleged infringement or other violation of a third-party’s intellectual property rights by the Subscriber.

B. The right of the Company (“Indemnified Party”) to indemnification and/or a defence (collectively, “Indemnity”) hereunder by the Subscriber (“Indemnifying Party”) shall be conditional on the following:.

i. The Indemnified Party must give the Indemnifying Party prompt written notice of the Third-Party Claim, for which it is seeking Indemnity, although the Indemnified Party’s failure to provide such prompt notice will not relieve the Indemnifying Party of any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such failure;

ii. The Indemnifying Party shall have sole control of the defence and any settlement or other resolution of such Third-Party Claim with legal counsel of the Indemnifying Party’s choice, so long as the representation is zealous, legal counsel is reputable, there is no conflict of interest in representing the Indemnified Party, and the Indemnified Party is recognized as the client of legal counsel.

iii. The Indemnified Party shall at all times fully cooperate with, and at the Indemnifying Party’s expense, provide such assistance as reasonably requested by the Indemnifying Party, in connection with any investigation or defence of such Third-Party Claim; and

iv. The Indemnified Party shall not enter into any settlement, compromise or other resolution of such Third-Party Claim, without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld or delayed.

C. Notwithstanding anything to the contrary herein, no compromise or settlement of any such Third-Party Claim may be committed to by the Indemnifying Party without the Indemnified Party’s prior written consent, unless:

i. it includes a full discharge and release of liability for the Indemnified Party; and

ii. it involves no admission or commitment by or on behalf of the Indemnified Party other than the payment of money to be fully indemnified hereunder by the Indemnifying Party.

D. In this clause, “affiliate” means any and all parties, who directly, or indirectly through one (1) or more intermediaries, control, are controlled by, or are in common control with, either party hereto.

23. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY THE SUBSCRIBER TO THE COMPANY FOR THE SERVICE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. THE COMPANY IS NOT LIABLE TO ANYONE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OR INACCURACY OF DATA, REVENUE, OR PROFITS) ARISING OUT OF, OR IN CONNECTION WITH, THIS SERVICE OR THE INABILITY TO USE THE SERVICE, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

24. GENERAL PROVISIONS.

A. Successors and Assigns

The Parties agree that this Agreement shall be binding upon each of its successors and assigns and that this Agreement may not be assigned to any other third party, without the written consent of Company, which shall not be unreasonably withheld.

B. Amendments

No modification, supplement, termination, extension, waiver or amendment to or of this Agreement (or any attachments or exhibits) or any of its provisions may be made, and any attempts, shall not be binding unless agreed to by the parties in writing, by pen on paper, by duly authorized representatives of the parties. There shall be no oral agreements. Electronic writings, including E-mail messages, text messages, tweets, instant messages, etc., their contents, and any attachments, and any prior or subsequent communications including oral discussions or negotiations concerning some or all of the Agreement, or anything at all, are not intended to represent and do not reflect an offer or acceptance to enter into (or amend, modify, revise, terminate, abrogate, extend, waive a breach or damages of, etc.) a binding contract, transaction or agreement, and are not intended to and do not bind any party to this Agreement. The parties may determine that they wish to attempt to negotiate a written agreement that is binding that amends, modifies, revises, terminates, abrogates, extends, waives a breach or damages of, this Agreement , however, the parties intend and will continue to intend that there shall be no contract formations, waivers, modifications, abrogations, extensions, amendments, etc., without one or more formal written documents executed non electronically but with holographic signatures by hand with ink pen on paper signed by a duly authorized representative of each of the parties (aka “wet signatures” or “pen on paper signatures”). Any communication to the contrary in the past, now or future, is not binding on any party to this Agreement. Absent the written express statement to the contrary as set out below, it is the intention of the parties, and the parties agree not to conduct any contract formation, modifying transaction, amend any agreement, abrogate any agreement, grant any extension, or waive any right by electronic writing. Any alleged communication to the contrary is not binding on any party. The written express statement mentioned above ("electronic express statement") shall be the following, or that which expresses the same intent as the following: “I expressly intend that this shall constitute an electronic signature to a writing thereby [forming, modifying, amending, abrogating, granting an extension in relations to, or waiving a breach to] a binding [contract or agreement].” For purposes of any agreement, a formal written document on paper with wet signatures (pen on paper signatures) and otherwise consistent with the requirements herein, which is transmitted by facsimile, the internet, or any cell/wireless/mobile telephone system, or the like, as an image or .pdf document is valid when signed by pen on paper by all parties to be charged. The parties expressly state and intend that Emails / texts / tweets / instant messages, etc., sent or received - even when there are multiples or combinations of these - do not include all of the essential or material terms required in order for there to be a legally binding agreement or contract between the Parties, and are ineffective for purposes of contract formation, modification, amendment, waiver, etc., without the electronic express statement mentioned above. No addition to or modification or consensual cancellation of this agreement, notice or statement shall be binding unless made in one or more formal written documents consistent with the pen on paper or "electronic express statement" requirements herein. Any purported communication to the contrary is not binding.

C. No waiver of any breach of any provision of this agreement, notice or statement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and wet signed by pen on paper or electronic express statement as set out herein.

D. Notices

Any notice required, permitted to be given, or otherwise given hereunder may be effectively given by letter delivered either by personal delivery, registered mail certified return receipt requested, postage prepaid, or delivered by overnight delivery service, or by facsimile machine upon receipt from the sender of a confirmation of receipt, or by other electronic means so long as the recipient has acknowledged receipt (for purposes of this section an automatically generated receipt confirmation does *not* qualify as acknowledgement of receipt), addressed to the recipient as follows:

In the case of Company:

Twist of Lime
Attn: Product Manager
Email: info@twistoflime.com.au

In the case of Subscriber: any contact information provided by the Subscriber.

E. Waiver

Any party which is entitled to the benefits of this Agreement may, and has the right to, waive any term or condition hereof at any time on or prior to the time when such term or condition is required to be fulfilled under this Agreement; provided, however, that such waiver shall be evidenced by written instrument duly executed on behalf of such party by a duly authorized agent. The waiver by a party of any term or condition hereof shall not operate as a waiver of that party's rights under this Agreement in respect of any other term and condition (whether of the same or any other nature). No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity. No agreed waiver by either party of a provision or breach of this Agreement shall operate or be construed as a subsequent waiver of the same, or waiver of a different, provision, including a waiver of the same but subsequent breach of this Agreement or a waiver of a different such breach.

F. Governing Law

This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Victoria, Australia

G. Venue

The Parties further agree that venue of any legal action or claim hereunder shall be exclusively in and with a court having jurisdiction over the State of Victoria, Australia, if disputes are to be resolved in court, if at all, as set out below, or where arbitration or mediation is to occur, if at all, as set out below. The parties further agree and hereby consent to, and waive all defences of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the State of Victoria Australia. Notwithstanding the foregoing either party may seek equitable, preliminary, or permanent injunctive relief from any court of competent jurisdiction, which rights and remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to which either party may be entitled.

H. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and will supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. The parties shall not be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement. This Agreement has been carefully drafted and the parties are convinced that this document completely and clearly expresses their intentions. Further, the parties place great value on the quick and inexpensive resolution of any dispute that may arise between them concerning this contract or the subject hereof. Therefore, the parties agree that: (i) all disputes concerning this Agreement or the subject matter hereof shall be resolved as provided herein; (ii) this Agreement constitutes the sole agreement among the parties, and supersedes any and all prior or contemporaneous oral or written agreements, promises, or understandings among them, pertaining to the matters contemplated in this Agreement; (iii) no express or implied representations, warranties, or inducements have been made by any party to any other party except as set forth in this Agreement; (iv) this Agreementmay not be amended, added to, or altered except by a writing duly executed by each of the parties hereto, as set forth herein; and (v) no parole or extrinsic evidence whatsoever may be introduce or considered in any judicial or arbitration proceeding involving this agreement, for any purpose, including to interpret, explain, clarify, or add to this Agreement, except in any instance in which a provision is found in whole or in part to be invalid, illegal or unenforceable and subject to severability and the arbitrator or court undertakes to re-write or construe the severed provision as closely as possible to conform to the intent of the parties.

I. Severability

Each of the provisions of this Agreement (and each part of each such provision) is severable from every other provision hereof (and every other part thereof). In the event that any provision (or part thereof) contained in this Agreement or the application thereof to any circumstance shall be invalid, illegal or unenforceable, in whole or in part, and to any extent: (i) the validity, legality or enforceability of such provision (or such part thereof) in any other jurisdiction and of the remaining provisions contained in this Agreement (or the remaining parts of such provision, as the case may be) shall not in any way be affected or impaired thereby; (ii) the application of such provision (or such part thereof) to circumstances other than those as to which it is held invalid, illegal or unenforceable shall not in any way be affected or impaired thereby; (iii) if possible, such provision (or such part thereof) shall be construed or re-written as closely as possible to conform to the intent of the parties, in which instance parole or extrinsic evidence may be considered to do so; (iv) if not susceptible to such construction, such provision (or such part thereof) shall be severed from this Agreement and ineffective to the extent of such invalidity, illegality or unenforceability in such jurisdiction and in such circumstances; and (v) the remaining provisions of this Agreement (or the remaining parts of such provision, as the case may be) shall nevertheless remain in full force and effect.

J. Headings

The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. Such headings shall not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement or any part thereof, nor shall they otherwise be given any legal effect.

K.

L. Survival

Those sections of this Agreement, that should logically survive termination or expiration of this Agreement, shall survive termination or expiration of this Agreement.

M. Construction

If there is any controversy regarding this agreement or the terms of this Agreement, this Agreement, will be deemed to have been drafted by all parties herein and will not be strictly construed as against any party. The parties have been made aware of their right and opportunity to consult with independent legal counsel and have either done so, or knowingly waive the right to do so. Further, the parties acknowledge that they have engaged in negotiations to reach this Agreement.

N.

O. Attorneys’ Fees

In the event of litigation or arbitration relating to the subject matter of this Agreement, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

P. Authority

Each person signing warrants and represents that he or she has full authority to enter into this Agreement, and that all representations and warranties in this Agreement, are true and correct.
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