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<br />12 <br /> <br />reasonably foreseeable at that time and whose effects are not capable of being overcome without <br />reasonable expense or loss of time or both, including (without limitation) war, terrorism, civil <br />unrest, blockades, boycotts, strikes, lock-outs and other general labor disputes, acts of <br />government or public authorities, natural disasters, exceptional weather conditions, breakdown <br />or general unavailability of transport facilities, accidents, fire, explosions and general shortages <br />of energy, failures in external networks, pandemics, defects or inefficiencies in Client’s software, <br />defects or inefficiencies in computer equipment or hardware of Client, or any delay to the extent <br />caused by the acts or omissions of Client. <br /> <br />8.5. Parties in Interest. Except as expressly provided in this Agreement, <br />nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies <br />under or by reason of this Agreement on any persons other than the parties to this Agreement <br />and their respective successors and assigns, nor shall any provision of this Agreement give any <br />third persons the right to subrogation or action over or against any party to this Agreement. <br /> <br />8.6. Binding. This Agreement shall be binding on the parties, their affiliates, <br />parents, subsidiaries, successors, and permitted assigns (if any), and each party warrants that <br />the undersigned representative of such party is authorized to execute this Agreement on behalf <br />of such party. <br /> <br />8.7. Complete Understanding. This Agreement constitutes the final, complete <br />and exclusive agreement between the parties with respect to the subject matter hereof, and <br />supersedes any prior proposals, understandings and other agreements (as to all, written and oral) <br />between the parties relating to the subject matter hereof. <br /> <br />8.8. Severability. If any provision of this Agreement is held by a court of <br />competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so <br />as to best accomplish the objectives of the original provision to the fullest extent allowed by law <br />and the remaining provisions of this Agreement shall remain in full force and effect. <br /> <br />8.9. Waiver and Amendment. No modification, amendment or waiver of any <br />provision of this Agreement shall be effective unless in writing signed by the party to be charged. <br />No failure or delay by either party in exercising any right, power, or remedy under this Agreement <br />shall operate as a waiver of any such right, power or remedy. <br /> <br />8.10. Notices. Any notice provided pursuant to this Agreement shall be in writing <br />and shall be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if mailed or sent via <br />electronic mail, three (3) days after deposit in the U.S. mails, postage prepaid, certified mail return <br />receipt requested; or (iii) if by next day delivery service, upon such delivery. All notices shall be <br />addressed to the applicable party at its respective address as may be designated on notice to the <br />other party pursuant these notice provisions. <br /> <br />TO COMPANY: <br /> <br /> Trustlayer, Inc. <br /> Attn: Legal Dept <br /> 802 E Whiting St