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Pallet
<br /> express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit, or remedy of any nature
<br /> whatsoever,under or by reason of these Terms.
<br /> (d) Governing Law;Venue;Equitable Relief.
<br /> (i) Governing Law; Venue. These Terms and any SOW related thereto shall be governed by and construed in
<br /> accordance with the domestic laws of the state of Washington without giving effect to any choice of law or conflict of laws provision or rule
<br /> (whether of the state of Washington or any other jurisdiction)that would cause the application of the laws of any jurisdiction other than the
<br /> state of Washington.The Parties hereto agree that the exclusive jurisdiction and venue for any action brought between the Parties under these
<br /> Terms shall be the Superior Court for Snohomish County,Washington,or the federal courts residing in the Western District of Washington,
<br /> and each of the Parties hereby agrees and submits itself to the exclusive jurisdiction and venue of such courts for such purpose.In the event
<br /> of any litigation between the Parties hereto arising out of these Terms,the prevailing Party shall be allowed all reasonable attorneys'fees,
<br /> court costs and expenses incurred in such litigation,including all such expenses incurred on appeal,together with all reasonable costs and
<br /> disbursements necessary to enforce these Terms.
<br /> (ii) Reserved.
<br /> (iii) Equitable Relief.Each Party acknowledges that a material breach by the other Party of these Terms may cause
<br /> the non-breaching Party irreparable harm,for which an award of damages would not be adequate compensation and,in the event of such a
<br /> material breach or threatened breach,the non-breaching Party will be entitled to seek equitable relief,including in the form of a restraining
<br /> order,orders for preliminary or permanent injunction,specific performance,and any other relief that may be available from any court,and
<br /> the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection
<br /> with such relief.These remedies are not exclusive but are in addition to all other remedies available under these Terms at law or in equity,
<br /> subject to any express exclusions or limitations in these Terms to the contrary.
<br /> (e) Survival, The provisions of Sections 2,3 5,8 and 10-11 shall survive the termination or expiration of these Terms.
<br /> (f) Notices. Any notice required or permitted by these Terms shall be in writing and delivered in person,sent by documented
<br /> overnight delivery service,mailed by certified or registered mail,postage prepaid,or sent via email to the appropriate designated address of
<br /> the intended recipient,transmission verification required, to the appropriate Party or Parties at the addresses referenced in the applicable
<br /> SOW,or to such other address as the Parties may hereafter designate to the other in writing.
<br /> (g) Force Mateure.A Party(referred to in this Section as a"Force Majeure Party")shall be excused from the performance
<br /> of its applicable obligation(s)under these Terms(other than the payment of any monies owed to the other Party,including,without limitation,
<br /> any Purchase Price or Fees)to the extent that such performance is made commercially impracticable,illegal,or impossible by an event of
<br /> Force Majeure that is beyond the Force Majeure Party's reasonable control, and the Force Majeure Party provides written notice of the
<br /> prevention within ten (10)business days of the occurrence of the Force Majeure event to the other Party(including details of the Force
<br /> Majeure event,its anticipated duration and any action being taken to avoid or minimize its effect)and uses commercially reasonable efforts
<br /> to avoid the effects of such Force Majeure and to perform the affected obligation(s) to the extent reasonably possible. Such excuse of
<br /> performance shall be continued for(a) so long as the condition constituting Force Majeure continues and the Force Majeure Party takes
<br /> reasonable efforts to remove the condition or otherwise perform the affected obligation(s)or(b)60 calendar days,whichever of(a)or(b)is
<br /> lesser. For purposes of these Terms, "Force Majeure" shall mean only acts of God, strikes, civil disturbances, fires, earthquakes,
<br /> governmental order or proclamation,outbreak or pandemic,supply chain interruption(to the extent such interruption is not caused by the
<br /> gross negligence of such Party),acts of terrorism,floods,explosions,riots,war,rebellion,sabotage or failure or default of public utilities or
<br /> common carriers. For clarity, notwithstanding the existence of a Force Majeure impacting a Party's performance hereunder, such Force
<br /> Majeure Party shall continue performing all of its other obligations hereunder,and the other Party shall be excused from performing such of
<br /> its obligations under these Terms that it cannot reasonably perform due to the non-performance by the Force Majeure Party due to such Force
<br /> Majeure,until such Force Majeure Party completes performance of such obligations that are prevented by such Force Majeure.
<br /> (h) Non-Discrimination and Affirmative Action.Pallet agrees not to discriminate against anyclient,employee or a applicant
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<br /> for employment or services because of race,creed,color,national origin,sex,marital status,age,or the presence of any sensory,mental or
<br /> physical handicap with regard to, but not limited to: employment upgrading, demotion,transfer, recruitment or recruitment advertising,
<br /> layoffs or termination,rates of pay or other forms of compensation,selection for training or retention of services.
<br /> (i) Construction. The Parties hereby reaffirm that each has read the foregoing Terms and that each Party has had the
<br /> opportunity to review,negotiate and participate in the creation of these Terms through independent counsel.The provisions contained herein
<br /> shall not be construed or interpreted for or against any Party hereto because that Party drafted or caused that Party's legal representative to
<br /> draft any of its provisions.
<br /> Pallet SPC—Master Product and Services Agreement 5 of 9
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