revX Terms of Sale.

1. Term. The term of this Agreement commences on the Subscription Start Date and continues during the Initial Term as specified in the Order Form, and, upon mutual written agreement of the parties may be extended, unless earlier terminated in accordance with the terms herein (collectively, Term).

2. Provision of Access.

2.1. Subject to the terms of this Agreement, RSI grants to Customer a non-exclusive, non-transferable, non-sublicensable, right to access and use RSI’s proprietary revX™ Modules (revX) and Tenancies included in the Order Form during the Term only, solely for use by Authorized Users (as defined below) in accordance with the terms and conditions herein. Any additional tenancies or revX Modules beyond the tenancies and modules specified in the Order Form will require the Customer to purchase additional subscriptions. Customer’s access and use of revX constitutes acceptance of all terms and conditions contained herein and in the Documentation. Such access and use is limited to Customer’s internal business purposes. In accordance with Section 14 below, Customer’s right to access and use revX as granted herein shall terminate at the conclusion of the Term. RSI shall provide to Customer the necessary credentials (Credentials) and network links or connections to allow Customer to access and use revX.

2.2. Customer agrees to and shall comply with and shall ensure that Authorized Users (as defined below) agree to and comply with, the terms of this Agreement and any other applicable terms and conditions governing access and use as provided by RSI from time to time.

2.3. Subject to the terms of this Agreement, RSI shall use commercially reasonable efforts to make revX available in accordance with the service levels and Documentation on RSI’s support website.

2.4. RSI makes third-party software, services, or other products available to Customer that are provided with or incorporated into revX (Third-Party Products). For purposes of this Agreement, such Third-Party Products may be subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

2.5. RSI may monitor, and collect and compile data and information related to, Customer’s use of revX that is used by RSI in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of revX (collectively, Aggregated Statistics). As between RSI and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by RSI. Under no circumstances will Aggregated Statistics include information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer, an Authorized User, or taxpayers to or through revX (collectively, Customer Data).

2.6. RSI reserves the right to limit Customer’s throughput on Customer or third-party initiated calls into revX endpoints when those calls create such high utilization that there is degradation to overall system performance.

2.7. RSI is not responsible for the storage and preservation of Customer Data beyond the Term. Customer agrees and acknowledges that Customer is solely responsible for the preservation of Customer Data beyond the Term. Under no circumstances shall RSI be responsible for loss of Customer Data to Customer or any third party and/or unauthorized use of revX and/or access to Customer Data. Customer has the option to create a copy of any Customer Data, and further acknowledges and agrees that it is Customer’s sole responsibility to maintain at least one (1) current copy of Customer Data outside of revX and to initiate backup(s) and perform quality testing on such. Without limiting any portion of this Section 2.8, however, RSI will retain Customer Data during the Term and for one (1) month thereafter. Upon written request from Customer, RSI will delete all Customer Data within revX within thirty (30) days of such notice.

3. Users.

3.1. Authorized Users – Authorized users of revX (each, an Authorized User) must be (a) Customer’s employees, or (b) RSI approved temporary staff or contractors (Contractors). Access to and use of revX by Contractors shall be (i) approved by RSI (ii) limited to the period of Customer’s engagement of the Contractors and (iii) for the sole purpose of the Contractor providing services to Customer. Access and use by any other third party is not permitted. Authorized Users shall not share their assigned Credentials. Customer shall notify RSI promptly in writing of any known or suspected unauthorized use of revX or any known or suspected breach of security, including but not limited to, loss, theft, or unauthorized disclosure of Authorized Users’ Credentials. Customer will provide to RSI, upon request, the names and email addresses of each Authorized User.

3.2. Administrative Users – Administrative Users of revX (each, an Administrative User) must be a Customer’s employee. Administrative Users shall be the only users who have access the configuration tools as defined in the Documentation and are the only users authorized to request Support from RSI, as defined in Section 5. Administrative Users shall not share their assigned Credentials. Customer shall notify RSI promptly in writing of any known or suspected unauthorized use of revX or any known or suspected breach of security, including but not limited to, loss, theft, or unauthorized disclosure of Administrative Users’ Credentials. Customer shall provide RSI with the names and email addresses of each Administrative Users.

3.3. Online Services User – Online Services Users are the users of the public facing Online Services, including authorized representatives of the Online Services Users.

4. Data Privacy.

4.1. RSI shall process, store, and use all Personal Data (as defined below) comprised in the Customer Data in accordance with RSI’s Data Privacy Policy.

4.2. RSI (and/or Third-Party Product providers) may use tools, scripts, software, and utilities to monitor and administer revX. Customer acknowledges and agrees that in order to provide certain portion of revX, RSI (and/or Third-Party Product providers) will be required to access, use, view, copy, host, store, analyze, make derivatives and/or transmit Customer Data, and Customer hereby grants to RSI and to the Third-Party Product providers the right to do any and all of the foregoing solely in connection with RSI’s provision of revX for the benefit of Customer only and as otherwise reasonably necessary to perform RSI’s obligations hereunder for the benefit of Customer only. For the avoidance of doubt, neither RSI, nor Third-Party Product providers, may sell, rent, or otherwise use Customer Data or Personal Data for any purpose whatsoever other than as provided in this Agreement.

4.3. Customer agrees and acknowledges that Customer is solely responsible for: (a) obtaining any and all consents required under the applicable privacy laws (Privacy Laws) for RSI to collect, handle and store Personal Data; and (b) ensuring that the relevant individuals are notified, to the extent required by the Privacy Laws, of the collection and use of their Personal Data by RSI. Customer represents that it has sufficient right under the Privacy Laws to transmit, store, copy, use and transfer to RSI or revX all Customer Data, including any Personal Data, sent to, from, or stored by RSI or on revX using any Credentials, or otherwise provided by Customer, Authorized Users, or taxpayers to RSI. Customer hereby irrevocably consents and agrees to the access and processing, of any information sent to, from, or stored on revX or otherwise provided by Customer, Authorized Users, or taxpayers to RSI as part of RSI’s provision of Customer’s right to access and use revX.

4.4. RSI will notify Customer without delay after becoming aware of a Security Incident (as defined below) and shall co-operate with Customer and take such reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation, and remediation of a Security Incident. Such notifications will describe, to the extent possible and known, details of the Security Incident, a description of its likely consequences including the number of Data Subjects (as defined below) affected, a RSI contact with whom Customer can communicate about the Security Incident and steps taken by RSI and recommended steps for Customer to mitigate the Security Incident. Except as provided herein, Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Security Incident. The parties will cooperate in preparing public statements and/or required notices to other government authorities and the affected Data Subjects.

4.5. Personal Data means any information RSI processes that (a) identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in RSI’s possession or control or that RSI is likely to have access to, or (b) the relevant privacy and data protection requirements otherwise define as protected personal information. Personal Data includes all Personally Identifiable Information (PII) and Federal Tax Information (FTI). Security Incident means a breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in RSI’s possession. Data Subject means any identified or identifiable natural person to which Personal Data relates or identifies.

5. Support, Maintenance Updates, and Upgrades.

5.1. During the Term and for no additional charge, RSI will provide Customer’ Administrative Users with (a) toll free telephone support (available at 888-826-1324, ext. 35) 24 hours a day 365 days a year to report outages and critical issues and (b) regular email and chat support (available at revXsupport@RSImail.com) between the hours of 7:00 a.m. and 5:00 p.m., Pacific Time, Monday through Friday, excluding federal holidays for the other support provided in accordance with the Documentation. This support is exclusively for Administrative Users; Authorized Users and Taxpayers must contact the Customer for support. Upon detection of any error in revX, Customer, as requested by RSI, shall provide RSI a listing of output and any other data, including databases and backup systems, that RSI reasonably may request to reproduce operating conditions similar to those present when the error occurred.

5.2. During the Term and for no additional charge, RSI will update revX from time to time to implement software improvements and security patches and improve performance and current features (collectively, Software Updates).

5.3. This Agreement does not cover custom configuration or include configuration updates of revX required due to law, policy, or regulatory changes. Customer may purchase additional Professional Services to complete these configuration changes from RSI or from RSI approved third party service provider. A third-party service provider shall not provide services for revX unless the service provider is approved by RSI in writing.

6. Policies, Manuals and Documentation. Customer acknowledges that the revX policies, manuals, and other documentation (Documentation) is necessary for the proper use and application of revX and shall be deemed part of this Agreement. Subject to the terms of this Agreement, RSI hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of revX. The Documentation will be regularly updated and made available on the revX support website or provided via electronic transmission.

7. Fees and Payments.

7.1. Customer shall pay the Fees as specified in the Order Form, beginning on the Subscription Start Date and thereafter, every anniversary of the Subscription Start Date during the Term. RSI will send all Customer invoices to the Billing Contact Email in the Order Form. The Fees do not include applicable taxes, if any, which will be included on the invoice. Payment is due upon receipt of invoice. After thirty (30) days, RSI may assess interest on all outstanding balances at a rate of 1.5% per month or the highest lawful interest rate, whichever is less. RSI reserves the right to immediately terminate Customer’s right to access and use revX, without further notice, if RSI does not receive payment within sixty (60) days after the invoice date. The Fees are non-refundable except as explicitly provided herein. Customer is responsible for purchasing any equipment, software, communications, and access through third party online vendors that may be necessary to access and use revX.

7.2. Audit Rights. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of seven (7) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. During the Term, and for a period of seven (7) years thereafter, RSI may audit such records. Upon reasonable advance notice, RSI may conduct such audit during normal business hours, at RSI’s expense. If an audit reveals underpayments, Customer will pay to RSI the amount of such underpayments. If such underpayments exceed five percent (5%) of the annual Fees, then Customer shall also reimburse RSI for its reasonable internal and external costs of conducting the audit.

8. Intellectual Property (IP).

8.1. Customer acknowledges that, as between Customer and RSI, RSI owns all right, title, and interest, including all intellectual property rights, in and to revX, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (collectively, RSI IP) and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. RSI reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to RSI IP. For the avoidance of doubt, RSI IP includes Aggregated Statistics and any information, data, or other content derived from RSI’s monitoring of Customer’s access to or use of revX but does not include Customer Data.

8.2. RSI acknowledges that, as between RSI and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to RSI a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for RSI to provide Customer the right to use and access revX, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics, subject to Section 2.5.

8.3. Customer may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear on any software or materials RSI provides to Customer.

8.4. If Customer provides any feedback or suggests any changes or modifications to revX (Feedback), RSI will own all rights, title, and interest in, and shall have all rights to use, such Feedback. Customer hereby irrevocably assigns to RSI all right, title, and interest in and to the Feedback.

9. Restrictions and Suspensions.

9.1. Customer and Authorized Users may not reproduce, create derivative works from, perform, publish, transmit, distribute, sell (or participate in any sale), or otherwise access, use, or exploit any material retrieved from or contained in revX in any manner whatsoever that may infringe any copyright or proprietary interest of RSI or any third party; store any content from revX in any information storage and retrieval system; distribute the information contained in revX to any person who is not duly authorized to use or receive revX; distribute, rent, sublicense, lease, transfer or assign revX or this Agreement; decompile, disassemble, or otherwise reverse-engineer revX, or alter, translate, modify, or adapt revX to create derivative works; make use of “framing” or other means of redirecting content; and place or install any portion of revX on any electronic media, including, but not limited to, local or wide area networks or intranets, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, Web sites, or any other server that is Internet-enabled. Notwithstanding anything to the contrary in this Agreement, if RSI believes, in its sole good faith judgment, that any provision of this Agreement has been breached by Customer or an Authorized User, RSI reserves the right to suspend or terminate Customer’s use of revX, or any portion thereof, at any time without notice effective immediately.

9.2. Notwithstanding anything to the contrary in this Agreement, RSI may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of revX if: (a) RSI reasonably determines that (i) there is a threat or attack on any RSI IP; (ii) Customer’s or any Authorized User’s use of RSI IP disrupts or poses a security risk to RSI IP or to any other customer or vendor of RSI; (iii) Customer, or any Authorized User, is using RSI IP for fraudulent or illegal activities; (iv) subject to applicable law, Customer has become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) RSI’s provision of revX to Customer or any Authorized User is prohibited by applicable law; (b) through no fault of RSI, any vendor of RSI has suspended or terminated RSI’s access to or use of any third-party services or products required to enable Customer to access and use revX; or (c) in accordance with Section 7 (each such suspension, a Suspension). RSI shall use reasonable efforts to provide written notice of any Suspension to Customer and to provide updates regarding resumption of access to revX following any Suspension. RSI shall use commercially reasonable efforts to resume providing access to revX as soon as reasonably possible after the event giving rise to the Suspension is cured. RSI will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Suspension.

10. Disclaimer of Professional Advice. The information provided through revX is not and shall not be construed as tax, accounting, legal, regulatory, or other professional advice or sufficient to satisfy any tax, accounting, legal, regulatory, or other professional requirements. Customer and/or each Authorized User should consult tax, accounting, legal, regulatory, or other professional advisor(s) for advice.

11. Confidentiality. Each party agrees that the terms and conditions of this Agreement and any other information, documents, data, software and other Customer information or RSI information, as the case may be, disclosed by either party (Disclosing Party) that is not generally known to the public or that the other party (Receiving Party) should reasonably know to be confidential or proprietary to the Disclosing Party (Confidential Information) shall be kept confidential by the Receiving Party. The Receiving Party shall not use, disseminate or in any way disclose, directly or indirectly, any Confidential Information received from or through the Disclosing Party pursuant to this Agreement to any third party, unless the Disclosing Party consents in writing to such disclosure or to the extent disclosure is required by court order, applicable law, or in connection with legal or administrative proceedings; provided that the Receiving Party shall be permitted to disclose the Confidential Information on a need-to-know basis to its officers, employees, agents, advisors, affiliates and representatives (collectively, Representatives) in connection with exercising its rights or performing its obligations under this Agreement so long as the Receiving Party informs its Representatives of the confidential nature of the Confidential Information and directs its Representatives to treat the Confidential Information in accordance with the terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (b) was in the possession of the Receiving Party prior to it being furnished by the Disclosing Party, provided that the source of such information was not known by the Receiving Party to be bound by any obligation of confidentiality with respect to such information; (c) is or becomes available to the Receiving Party from a source other than the Disclosing Party, provided that such source is not known by the Receiving Party to be bound by any obligation of confidentiality with respect to such information; or (d) is independently developed by the Receiving Party without the use of Confidential Information. This provision will survive the termination or expiration of this Agreement. The Receiving Party shall be responsible for any breach of this Section by the Receiving Party or its Representatives and shall immediately notify the Disclosing Party upon discovery of any potential unauthorized disclosure of the Confidential Information.

12. Representations; Limited Warranty.

12.1. RSI represents and warrants that revX (a) conforms to, and will perform in accordance with, the Documentation and specifications provided to Customer and (b) does not infringe a United States copyright or violates an intellectual or proprietary right protected by United States law. Customer represents and warrants that its use of revX shall comply with all applicable laws, rules, and regulations.

12.2. Notwithstanding any limitations contained in Section 13, RSI shall indemnify and hold Customer harmless and shall defend or settle any claim, suit or proceeding brought against Customer that is based upon a third-party claim that the content contained in revX infringes a United States copyright or violates an intellectual property or proprietary right protected by United States law (Claim), provided that (a) Customer shall notify RSI in writing of any Claim within ten (10) calendar days after Customer first receives notice of the Claim, (b) RSI shall have sole control over any Claim (including without limitation the selection of counsel and the right to settle on behalf of Customer on any terms RSI deems desirable in the sole exercise of its discretion), and (c) Customer shall provide to RSI such assistance and cooperation as RSI may reasonably request from time to time in connection with the defense of the Claim. Customer may, at its sole cost, retain separate counsel and participate in the defense or settlement negotiations. RSI shall pay actual damages and costs awarded against Customer (or payable by Customer pursuant to a settlement agreement) in connection with a Claim. If revX or its use becomes the subject of a Claim or its use is enjoined, or if RSI determines that revX is likely to become the subject of a Claim, RSI may attempt to resolve the Claim by using commercially reasonable efforts to modify revX or obtain a right or license to continue using revX. If RSI determines that the Claim, injunction, or potential Claim cannot be resolved through reasonable modification or licensing, RSI, at its own election, may terminate this Agreement, without penalty, and will refund to Customer the pro-rata portion of any fees paid in advance by Customer to RSI and attributable to any post-termination period. RSI shall have no obligations under this Section if the Claim is based on (i) additions, changes, or modifications to revX, (ii) a combination of material, content, products, or software not provided by RSI, or (iii) use of revX other than as expressly permitted by this Agreement. THE FOREGOING CONSTITUTES RSI’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

12.3. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, revX IS PROVIDED TO CUSTOMER “AS IS.” RSI AND ITS AFFILIATES AND THEIR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF revX AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS AND AT CUSTOMER’S EXPENSE DEFEND RSI AND ITS AFFILIATES AND THEIR SUPPLIERS AGAINST ANY AND ALL LOSSES, CLAIMS, DEMANDS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF revX OR ANY OF CUSTOMER’S CONTENT CONTAINED OR PROCESSED THEREIN.

12.4. Customer acknowledges that revX (and the content contained therein) is highly proprietary in nature and agrees that unauthorized copying, transfer, or use may cause RSI, its affiliates and their suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. Customer agrees that RSI and its affiliates may enforce any breach of this Agreement by Customer or any Authorized User by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.

13. Limitation of Liability. IN NO EVENT SHALL RSI, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES (RSI REPRESENTATIVES) HAVE ANY RESPONSIBILITY OR LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INJURY OR DAMAGES AND/OR BE LIABLE TO CUSTOMER, ANY USER, OR ANY OTHER PERSON FOR ANY LOST REVENUES, LOSSES, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THE USE OF REVX OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF CUSTOMER, USER, OR OTHER PERSON HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. THE RSI REPRESENTATIVES’ LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF THE FEES FOR REVX PAID BY CUSTOMER FOR THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE ALLEGED INJURY OR DAMAGE. IN NO EVENT MAY CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST THE RSI REPRESENTATIVES MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

14. Termination. Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach. Notwithstanding the foregoing, RSI may immediately terminate this Agreement without further notice if it reasonably believes that Customer has engaged in activity that violates applicable law or commits the same or substantially similar breach of any provision of this Agreement more than once in any twelve (12) month period. All obligations with respect to any payment that was accrued and owing prior to the effective date of any termination under this Agreement shall survive termination. Termination of Customer’s right to access and use to revX shall be in addition to and not in lieu of any equitable remedies available to RSI. At the conclusion of the Term, whether upon expiration or earlier termination, all rights to access and use revX and Documentation shall cease, and Customer shall erase any copies thereof, if any, residing on its networks, workstations and laptops and shall certify the same to RSI upon request. Sections 7 through 18 shall survive any termination of this Agreement and shall continue in full force and effect.

15. Discontinuation of revX. RSI reserves the right to revise or discontinue revX. In such case, RSI will use reasonable efforts to notify Customer to the extent RSI believes, in its good faith discretion, that any such revision or discontinuance will have a material and adverse effect on Customer’s use of revX. In the event of such a discontinuance, RSI will provide, at its option, either a pro rata credit for other products or services then being provided to Customer, or a refund of the unused Fees paid.

16. Force Majeure. If either party’s failure to comply with any obligation under this Agreement is caused in whole or in part by labor disputes; riots or other civil disturbances; wars, coups, or invasions; governmental regulations; fires, floods, and other casualties; pandemics and epidemics; acts of God, and other similar circumstances beyond the reasonable control of such party (each, a Force Majeure Event), such failure shall not constitute a breach of this Agreement, and such failure shall be excused for as long as such failure is caused in whole or in part by such Force Majeure Event. The party claiming that a Force Majeure Event caused such failure must notify the other party in writing promptly after such party becomes aware of the Force Majeure Event. If any Force Majeure Event causes the suspension of a material obligation of either party to the Agreement for more than thirty (30) days, the other party shall have the right to terminate this Agreement with immediate effect by delivery of written notice thereof.

17. Notices. All notices and demands of any kind which either party may be required to serve upon the other party under the terms of this Agreement shall be in writing and shall be served upon such other party by nationally recognized overnight courier providing a receipt for delivery, by certified or registered mail, postage prepaid, with return receipt requested, or by personal delivery at the applicable address set forth in the Order Form or to such other address as that party may designate in writing. Notices will be deemed effective upon the date of receipt (or refusal of delivery).

18. Miscellaneous Provisions.

18.1. No Waiver. No waiver by either party of a breach of any provision of this Agreement shall be effective unless made in writing by the waiving party and no such waiver shall be construed as a waiver of any subsequent or different breach. No forbearance by a party to seek a remedy for noncompliance or breach by the other party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach.

18.2. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts without regard to its choice of law provisions. The parties irrevocably submit to the exclusive jurisdiction of the federal or state courts located in Massachusetts in connection with any controversy, claim or dispute arising under this Agreement and waive any defense based on lack of jurisdiction, improper venue, or forum non conveniens.

18.3. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes all earlier discussions, understandings, or agreement between the parties. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

18.4. Severability. The illegality, invalidity, or unenforceability of any provision of this Agreement (as determined by a court of competent jurisdiction) shall not affect the legality, validity, or unenforceability of the remaining provisions, and this Agreement shall be construed in all respects as if any illegal, invalid, or unenforceable provision were omitted.

18.5. Third Party Beneficiaries. Nothing contained in this Agreement is intended to create third party beneficiaries hereof.

18.6. Each Party Independently. RSI and Customer agree that each is acting independently of the other, that they are not joint venturers, and that neither is an agent, partner, or joint venturer of the other.

18.7. Admendment, Annual Updating. Except as provided in this Section 18.7, this Agreement shall not be modified or amended, in whole or in part, except by written amendment signed by both parties. Notwithstanding the foregoing, however, RSI may, not more frequently than annually during the Term, unilaterally propose to modify, amend, update, or supplement this Agreement, in which case such proposed terms shall become binding on the parties unless, within fifteen (15) days following such proposal, Customer elects by written notice to RSI to terminate this Agreement, with the effect specified in Section 14 hereof.

18.8. Assignment. Neither party may assign this Agreement or any rights or obligations created under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, except that RSI may assign this Agreement without consent (a) to any subsidiary or affiliated company, (b) to an entity succeeding to all or substantially all of its stock or assets, whether by merger or purchase, provided that such entity shall expressly assume all of RSI’s obligations under the Agreement, or (c) in the event RSI sells or otherwise transfers revX to a third party. Any unauthorized assignment or delegation will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties’ successors and assigns.

18.9. Headings and Cross-References. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the scope, meaning or intent of the provisions of this Agreement.