Grepr, Inc.

TECHNOLOGY PLATFORM AGREEMENT

Last updated: February 2025

THE TERMS AND CONDITIONS CONTAINED HEREIN (“AGREEMENT”) APPLY TO ALL USE OF THE SERVICES AND SOFTWARE PROVIDED BY GREPR, INC. (“GREPR”) TO YOU AND THE ORGANIZATION YOU REPRESENT (TOGETHER, “CUSTOMER”). BY ACCESSING OR USING ANY OF GREPR’S TECHNOLOGY PLATFORM, CUSTOMER AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT WILL BE DEEMED EFFECTIVE ON THE DATE IT IS AGREED TO BY CUSTOMER (“EFFECTIVE DATE”).

TERMS AND CONDITIONS

‍1. Definitions.

‍1.1. “Authorized User” means Customer’s employees, consultants, contractors, agents or other business
users: (i) who are authorized by Customer to access and use the Platform under this Agreement; and (ii) for
whom access to the Platform has been purchased hereunder.
1.2. “Customer Data” means documents, information, data, and other content, in any form or medium,
that is loaded by Customer or an Authorized User into the Platform.
1.3. “Documentation” means Grepr’s documentation relating to the Platform located at docs.grepr.ai (or
such other web address as notified by Grepr).
1.4. “Grepr IP” means the Platform, the Documentation, and any and all intellectual property provided to
Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Grepr IP all
Usage Data.
1.5. “Harmful Code” means any software, hardware, or other technology, device, or means, including any
virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit
unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any
(i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the
foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
1.6. “Personal Information” means any information that, individually or in combination, does or can
identify a specific individual or by or from which a specific individual may be identified, contacted, or located,
including without limitation all data considered “personal data”, “personally identifiable information”, or
something similar under applicable laws, rules, or regulations relating to data privacy.
1.7. “Platform” means Grepr’s proprietary, hosted online software platform as identified during the
Platform procurement process or otherwise described in Grepr Documentation.
1.8. “Third-Party Products” means any third-party products provided with, integrated with, or
incorporated into the Platform.
1.9. “Usage Data” means data regarding the performance or usage of the Platform, including, without
limitation, activity logs, load times, system errors, and data collected to investigate and prevent system abuse.
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2. Access and Use.

‍2.1. Provision of Access. Subject to and conditioned on Customer’s compliance with the terms and
conditions of this Agreement, Customer may, solely through its Authorized Users, access and use the Platform
during the Subscription Period on a non-exclusive, non-transferable (except in compliance with Section 13.5),
and non-sublicensable basis. Such use is limited to Customer’s internal business purposes. Each Authorized
User must have its own unique account on the Platform and Authorized Users may not share their account
credentials with one another or any third party. Customer will be responsible for all of the acts and omissions of
its Authorized Users in connection with this Agreement and for all use of Authorized Users’ accounts. If any Documentation is provided, it may be used by Customer only to help Customer use the Platform.
2.2. Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access
granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any
Authorized Users to: (i) copy, modify, or create derivative works of any Grepr IP, whether in whole or in part; (ii)
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the
Platform or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or
otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv)
remove any proprietary notices from any Grepr IP; (v) use any Grepr IP to help develop any competing product
or services or otherwise in any manner or for any purpose that infringes, misappropriates, or otherwise violates
any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use
any Grepr IP for purposes of competitive analysis of Grepr or the Platform, the development, provision, or use
of a competing software service or product, or any other purpose that is to Grepr’s detriment or commercial
disadvantage; (vii) bypass or breach any security device or protection used by the Platform or access or use the
Platform other than by an Authorized User through the use of valid access credentials; or (viii) input, upload,
transmit, or otherwise provide to or through the Platform any information or materials, including Customer
Data , that are unlawful or injurious or that infringe or otherwise violate any third party’s intellectual property
or other rights, or that contain, transmit, or activate any Harmful Code;
2.3. Reservation of Rights. Grepr 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 the Grepr IP.
2.4. Suspension. Notwithstanding anything to the contrary in this Agreement, Grepr may temporarily
suspend Customer’s and any Authorized User’s access to any portion or all of the Platform if Grepr reasonably
determines that: (a) Customer’s use of the Platform disrupts or poses a security risk to the Grepr or to any
other customer or vendor of Grepr; (b) Customer’s use of the Platform is placing burden on the platform that is
materially affecting its performance; or (b) Customer is using the Grepr IP for fraudulent or illegal activities.
Grepr may also remove any Customer Data submitted, posted, or otherwise transmitted by or on behalf of
Customer through the Platform may infringe or otherwise violate any third party’s intellectual property or other
rights. For clarity, Grepr includes its Authorized Users. Grepr shall use commercially reasonable efforts to
provide written notice of any suspension to Customer and to provide updates regarding resumption of access
to the Platform following any suspension. Grepr shall lift the suspension as soon as reasonably possible after
the event giving rise to the suspension is cured. Grepr will have no liability for any damage caused by the
suspension.
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3. Customer Responsibilities.

‍3.1. General. Customer is responsible and liable for all uses of the Platform and Documentation resulting
from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in
violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts
and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a
breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.
3.2. Customer Data Restrictions and Limited License. Customer may not upload to the Platform any
Customer Data it does not have sufficient rights to upload. Customer hereby grants to Grepr a non-exclusive,
royalty-free, worldwide license to use and display the Customer Data, and perform all acts with respect to the
Customer Data solely as may be necessary for Grepr to provide the Platform to Customer during the
Subscription Period.
3.3. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all
Customer Data , including its content and use; (ii) all information, instructions, and materials provided by or on
behalf of Customer or any Authorized User in connection with the Platform; (iii) Customer's information
technology infrastructure, including computers, software, databases, electronic systems (including database
management systems), and networks, whether operated directly by Customer or through the use of third-party
platforms or service providers ("Customer Systems"); (iv) the security and use of Customers and its Authorized
Users; access credentials; and (v) all access to and use of the Platform directly or indirectly by or through the
Customer Systems or its or its Authorized Users access credentials, with or without Customer's knowledge or
consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or
use.

4. Service Levels and Support.

During the Subscription Period, Grepr will provide Customer with its standard
service levels and support. There are no service level or support guarantees for evaluation, beta, or Customers
uses the Services on a no-fee basis.
‍

5. Fees and Taxes.

‍5.1. Fees. The Platform may be provided for a fee or other charge. Customer shall pay Grepr the fees
(“Fees”) agreed to in the Platform registration process (such as online registration or by execution of an order
form with Grepr or one of its authorized resellers). Fees paid by Customer are non-cancellable and non-
refundable (except as set out in Section 12.3 below). Customer shall make all payments hereunder in US dollars
by ACH or credit or debit card payment via the purchasing functionality provided for Credits as part of the
Platform. If Customer pays online via credit or debit card, Customer agrees to be bound by the Stripe, Inc.
Services Agreement available at https://stripe.com/us/legal. Late payments will be subject to a finance charge
of 1.5% for each thirty (30) days late (plus all costs of collection). To the extent there are any usage-based
overage charges, they will be invoiced monthly in advance.
5.2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes
and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes,
duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on
any amounts payable by Customer hereunder, other than any taxes imposed on Grepr’s income.
‍

6. Confidential Information.

‍6.1. Definition. From time to time during the Subscription Period, either Party may disclose or make
available to the other Party information about its business affairs, products, confidential intellectual property,
trade secrets, third-party confidential information, and other sensitive or proprietary information, whether
orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as
“confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or
(ii) would be considered confidential by a reasonable person given the nature of the information or the
circumstances of its disclosure (collectively, “Confidential Information”). All pricing related information, and
the terms of this Agreement, are the Confidential Information of Grepr. Except for Personal Information,
Confidential Information does not include information that, at the time of disclosure is: (a) in the public
domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party
on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without
use of, reference to, or reliance upon the disclosing Party’s Confidential Information.
6.2. Duty. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any
person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know
the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder
(“Representatives”). The receiving Party will be responsible for all the acts and omissions of its Representatives
as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose
Confidential Information to the limited extent required (i) in order to comply with the order of a court or other
governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making
the disclosure pursuant to the order shall first have given written notice to the other Party and made a
reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement,
including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the
terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger
partners under customary confidentiality terms.
6.3. Return of Materials; Effects of Termination/Expiration. On the expiration or termination of the
Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written,
electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies
and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s
obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the
Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement;
provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined
under applicable law), such obligations of non-disclosure will survive the termination or expiration of this
Agreement for as long as such Confidential Information remains subject to trade secret protection under
applicable law.
‍

7. Data Security and Processing of Personal Information.‍

8. Intellectual Property Ownership; Feedback.

9. Warranty Disclaimer.

‍8.1. Grepr IP. Customer acknowledges that, as between Customer and Grepr, Grepr owns all right, title,
and interest, including all intellectual property rights, in and to the Grepr 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.
8.2. Customer Data. Grepr acknowledges that, as between Grepr and Customer, Customer owns all right,
title, and interest, including all intellectual property rights, in and to the Customer Data.
8.3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications
or materials to Grepr by mail, email, telephone, or otherwise, suggesting or recommending changes to the
Grepr IP, including without limitation, new features or functionality relating thereto, or any comments,
questions, suggestions, or the like (“Feedback”), Customer grants Grepr a non-exclusive, worldwide, perpetual,
irrevocable, sublicensable, transferrable, royalty-free, fully paid-up right and license to use, reproduce,
perform, display, distribute, modify, and otherwise exploit the Feedback for any purpose. But Grepr
acknowledges that all Feedback is provided “AS IS”.
‍

7.1. Security Measures. Grepr will implement and maintain commercially reasonable administrative,
physical, and technical safeguards designed to protect Customer Data (including Personal Information) from
unauthorized access, use, alteration, or disclosure, in accordance with the measures set forth in its Data
Processing Addendum (https://www.grepr.ai/dpa), which is incorporated herein by reference.
7.2. Processing of Personal Information. Grepr’s rights and obligations with respect to Personal
Information that it collects directly from Customer are set forth and governed by the terms of this Agreement
(including the Data Processing Addendum) and in its Privacy Policy.
‍

EXCEPT AS SET OUT IN THIS AGREEMENT, THE GREPR IP IS PROVIDED “AS IS” AND GREPR
HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED BY LAW, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTIBILITY AND FITNESS FOR A PARTICULAR
PUPROSE.
‍

10. Indemnification.

‍10.1. Grepr Indemnification. (a) Grepr shall indemnify, defend, and hold harmless Customer from and against any and all, to the extent payable to unaffiliated third parties: damages, liabilities, and costs (including reasonable attorneys’
fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-
Party Claim”) brought against Customer alleging that the Platform, as provided by Grepr, infringes or
misappropriates such third party’s US intellectual property rights; provided that Customer promptly notifies
Grepr in writing of the claim and all threats thereof, reasonably cooperates with Grepr, and allows Grepr sole
authority to control the defense and settlement of such claim.
(b) If such a claim under 10.1(a) arises (or in Grepr’s determination may arise), then Grepr will
(at its election): (i) modify or replace the Platform, or component or part thereof, to make it non-infringing, (ii)
obtain the right for Customer to continue use, or (iii) terminate this Agreement, in its entirety or with respect to
the affected component or part, effective immediately on written notice to Customer (and, in such case, Grepr
will provide the refund set out in Section 12.3).
(c) This Section 10.1 will not apply to the extent that the alleged infringement arises from:
(i) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by
Grepr or authorized by Grepr in writing; (ii) modifications to the Platform not made by Grepr; (iii) Customer
Data ; or (iv) Third-Party Products.
(d) This Section 10.1 is Customer’s sole remedy, and Grepr’s exclusive liability, with respect to
third party claims related to intellectual property infringement.
10.2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Grepr’s option, defend
Grepr from and against any Losses resulting from any Third-Party Claim alleging that the Customer Data , or any
provision or use of the Customer Data in accordance with this Agreement, infringes or misappropriates such
third party’s intellectual property or other rights or is otherwise in violation of any contractual or legal
obligations Customer has to any third party; provided that Grepr promptly notifies Customer in writing of the
claim and all threats thereof, reasonably cooperates with Customer, and allows Customer sole authority to control the defense and settlement of such claim.
‍

11. Limitations on Liability.

EXCEPT FOR BREACHES OF ITS CONFIDENTIALITY OBLIGATIONS OR FULFILLMENT OF ITS
INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION
WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, OR (B) AMOUNTS, IN THE AGGREGATE,
IN EXCESS OF THE TOTAL AMOUNTS PAID OR PAYABLE TO GREPR UNDER THIS AGREEMENT IN THE TWELVE (12)
MONTHS IMMEDIATELY PRECEDING EVENT GIVING RISE TO THE CLAIM (“STANDARD CAP”). WITH RESPECT TO
ANY INFORMATION SECURITY ISSUES OR BREACHES, THE STANDARD CAP IS HEREBY MULTIPLED BY TWO (2).
‍

12. Term; Termination.

‍12.1. Term. This Agreement will begin on the Effective Date and last until terminated as set out below.
Access to the Platform is provided on a subscription basis. Each subscription term will automatically renew for
consecutive, renewal subscription terms of equal length to the initial term unless either party notifies the other
part of non-renewal at least ten (10) days prior to the end of the then-current term (collectively, the
“Subscription Period”).
12.2. Termination. In addition to any other express termination right set forth in this Agreement:
(a) either party may terminate this Agreement on written notice, for convenience, only if there
are no Subscription Terms in effect;
(b) either Party may terminate this Agreement if the other party materially breaches this
Agreement and fails to cure such breach within thirty (30) days from receipt of written notice thereof (provided
that such notice provides sufficient detail regarding the breach and expressly states the intent to terminate if
not cured); or
(c) either Party may terminate this Agreement, effective immediately upon written notice to the
other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as
they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise
becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or
insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies
for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of
competent jurisdiction to take charge of or sell any material portion of its property or business.
12.3. Fees on Termination. In the event Customer terminates this Agreement pursuant to Section 12.2(b),
or termination is pursuant to Section 10.1(b), Grepr will promptly refund all fees paid in advance for the
remainder of the term. In the event of any other termination, all fees for what would otherwise have been the
full term are non-cancellable and non-refundable.
12.4. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement,
Customer shall immediately discontinue use of the Grepr IP and, without limiting Customer’s obligations under
Section 6, Customer shall delete, destroy, or return all copies of the Grepr IP and certify in writing to the Grepr
that the Grepr IP has been deleted or destroyed. Prior to termination or expiration of this Agreement,
Customer shall make reasonable efforts to export all Customer Data and applicable Usage Data it requires from
the Platform. Notwithstanding the foregoing, Grepr will retain and host Customer Data for an additional thirty
(30) days following the expiration or termination of this Agreement to allow Customer time to achieve the
foregoing.
12.5. Survival. Sections 2.2, 6, 8, 11, 12.3 (with respect to outstanding payment obligations, 12.4, 12.5, and 13 shall survive any termination or expiration of this Agreement.
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13. General.

‍13.1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications
hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the
first page of this Agreement (or to such other address that may be designated by the Party giving Notice from
time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally
recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or
certified or registered mail (in each case, return receipt requested, postage pre-paid). Notwithstanding the
foregoing, late payment notices may be provided by Grepr via email. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the
Notice has complied with the requirements of this Section.
13.2. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have
breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for
any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances
beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake,
explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other
industrial disturbances, or passage of law or any action taken by a governmental or public authority, including
imposing an embargo.
13.3. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of
the State of California without giving effect to any choice or conflict of law provision or rule that would require
or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
13.4. Dispute Resolution. Any dispute arising from or relating to the subject matter of this Agreement that
cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one
party hereunder to the other, must be finally settled by arbitration in San Francisco, California using the English
language in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (formerly operating
as, Judicial Arbitration and Mediation Services, Inc.) then in effect, by one or more commercial arbitrator(s)
with substantial experience in resolving complex commercial contract disputes, who may or may not be
selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity
of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator will be selected
on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator(s) will
have the authority to grant specific performance and to allocate between the parties the costs of arbitration
(including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as
the arbitrator(s) may determine. The prevailing party in the arbitration will be entitled to receive
reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all
other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a
court having jurisdiction or application may be made to such court for judicial acceptance of any award and an
order of enforcement, as the case may be. Notwithstanding the foregoing, each party will have the right to seek
equitable relief from any court of competent jurisdiction. For all purposes of this Agreement, the parties
consent to exclusive jurisdiction and venue in the United States Federal Courts located in San Francisco County.
13.5. Assignment. Neither party will assign or transfer this Agreement without the written consent of the
other party; provided that, either party may assign and transfer this Agreement, without consent, to a
successor to all or substantially all of its business or assets. This Agreement is binding upon and inures to the
benefit of the Parties and their respective permitted successors and assigns.
13.6. Export Regulation. The Platforms utilize software and technology that may be subject to US export
control laws, including the US Export Administration Act and its associated regulations. Customer shall not,
directly or indirectly, export, re-export, or release the Platform or the underlying software or technology to, or
make the Platform or the underlying software or technology accessible from, any jurisdiction or country to
which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all
applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any
necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or
otherwise making the Platform or the underlying software or technology available outside the US.
13.7. US Government Rights. Each of the Documentation and the software components that constitute the
Platform is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial
computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. §
12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only
receives those rights with respect to the Platform and Documentation as are granted to all other end users, in
accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of
Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and
their contractors.
13.8. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such
Party of any of its obligations under Section 6 or, in the case of Customer, Section 2, would cause the other
Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the
event of such breach or threatened breach, the other Party will be entitled to (as its non-exclusive remedy) equitable relief, including an injunction and specific performance and any other relief that may be available
from any court, without any requirement to post a bond or other security, or to prove actual damages or that
monetary damages are not an adequate remedy.
13.9. Publicity. Grepr may identify Customer as a user of the Platform and may use Customer’s name, logo,
and other trademarks in Grepr’s Customer list, press releases, blog posts, advertisements, and website (and all
use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer).
Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose
without the other Party’s prior written approval.
13.10. Entire Agreement. This Agreement, together with any other documents incorporated herein by
reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this
Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations
and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency
between the statements made in the body of this Agreement, the related Exhibits, and any other documents
incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii)
second, any other documents incorporated herein by reference. No amendment or modification to this
Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No
failure or delay by either Party in exercising any right or remedy available to it in connection with this
Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective
unless made in writing and signed by an authorized representative of the Party granting the waiver. If any
provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability will not affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement
so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.