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<br />that the transactions contemplated hereby be consummated
<br />as originally contemplated to the greatest extent possible.
<br />13.7. Governing Law; Venue. This Agreement is
<br />governed by and construed in accordance with the laws of
<br />the State of Washington without giving effect to any choice
<br />or conflict of law provision or rule that would require or
<br />permit the application of the laws of any jurisdiction other
<br />than those of the State of Washington.
<br />13.8. Dispute Resolution. The parties agree to first
<br />attempt to resolve any disputes between them informally
<br />through negotiation. A party shall provide written notice to
<br />the other party of any dispute to start the negotiation
<br />period. If the parties are not able to resolve the dispute
<br />after thirty (30) days of the date of such written notice,
<br />then, except as otherwise provided in Section 13.9, any
<br />dispute, claim or controversy arising out of or relating to
<br />this Agreement or the breach, termination, enforcement,
<br />interpretation or validity thereof, the parties agree to
<br />resolve the dispute exclusively in the federal courts of the
<br />United States or the courts of the State of Washington, and
<br />each party irrevocably submits to the exclusive jurisdiction
<br />of such courts in any such suit, action, or proceeding.
<br />13.9. Equitable Relief; Venue. Each party
<br />acknowledges and agrees that a breach or threatened breach
<br />by such party of any of its obligations under Section 9
<br />would cause the other party irreparable harm for which
<br />monetary damages would not be an adequate remedy and
<br />agrees that, in the event of such breach or threatened
<br />breach, the other party will be entitled to equitable relief,
<br />including but not limited to any restraining order,
<br />declaratory relief, any preliminary or permanent injunction,
<br />specific performance, and any other relief that may be
<br />available, without any requirement to post a bond or other
<br />security, or to prove irreparable harm, actual damages or
<br />that monetary damages are not an adequate remedy. Such
<br />remedies are not exclusive and are in addition to all other
<br />remedies that may be available at law, in equity, or
<br />otherwise. Any suit, action or proceeding pursuant to this
<br />Section 13.9 must be brought before United States District
<br />Court, Western District of Washington or the courts of the
<br />State of Washington located in the city of Everett. Each
<br />party irrevocably submits to the exclusive jurisdiction of
<br />such courts in any such suit, action, or proceeding.
<br />13.10. Assignment. Customer may not assign or
<br />transfer any of its rights or delegate any of its obligations
<br />hereunder, in each case whether voluntarily, involuntarily,
<br />by operation of law or otherwise, without the prior written
<br />consent of Carrot. Carrot may assign this Agreement in its
<br />entirety freely without restriction. Any purported
<br />assignment, transfer, or delegation in violation of this
<br />section is null and void. No assignment, transfer, or
<br />delegation will relieve the assigning or delegating party of
<br />any of its obligations hereunder. This Agreement is
<br />binding upon and inures to the benefit of the parties hereto
<br />and their respective permitted successors and assigns.
<br />13.11. Events Beyond Reasonable Control. Neither
<br />party shall be liable to the other, or be deemed in breach of
<br />this Agreement, in the event that performance of such
<br />Party’s obligations under this Agreement is rendered
<br />impossible, impracticable or commercially unsustainable
<br />by an event or circumstance, whether or not foreseeable,
<br />that is beyond the reasonable control of that party,
<br />including without limitation any: (a) act of God; (b) flood,
<br />fire, earthquake or explosion; (c) war, invasion, hostilities
<br />(whether war is declared or not), terrorist threats or acts,
<br />riot or other civil unrest; (d) government order, action
<br />(including, without limitation, law and/or regulatory
<br />change, or change in accompanying guidance or
<br />interpretation), sanction, embargo or blockade; (e) national
<br />or regional emergency; (f) strike, labor stoppage or
<br />slowdown or other industrial disturbance; or (g) epidemic
<br />or pandemic. Notwithstanding the foregoing, in no event
<br />may this clause be used to excuse liability for any breach of
<br />a party’s obligation to pay fees and/or reimbursements
<br />under this Agreement.
<br />13.12. Export Regulation. Certain aspects of the
<br />Services may be subject to U.S. export control laws,
<br />including the U.S. Export Administration Act and its
<br />associated regulations. Customer shall not, directly or
<br />indirectly, export, re-export, or release the Services to, or
<br />make the Services accessible from, any jurisdiction or
<br />country to which export, re-export, or release is prohibited
<br />by law, rule, or regulation. Customer shall comply with all
<br />applicable federal laws, regulations, and rules, and
<br />complete all required undertakings (including obtaining any
<br />necessary export license or other governmental approval),
<br />prior to exporting, re-exporting, releasing, or otherwise
<br />making the Services available outside the U.S.
<br />13.13. Professional Advice. Notwithstanding anything
<br />to the contrary in this Agreement, each party: (a)
<br />acknowledges that the other does not provide legal, tax,
<br />medical or similar professional advice and (b) agrees that it
<br />shall rely solely upon its own professional advisors (and
<br />not the other party) for such advice. Without limitation of
<br />the foregoing, Customer is advised to talk to a tax advisor
<br />to determine whether any reimbursements or payments of
<br />Covered Expenses should be included in taxable income of
<br />the recipient.
<br />13.14. Counterparts. This Agreement may be executed
<br />in counterparts, each of which is deemed an original, but all
<br />of which together are deemed to be one and the same
<br />agreement.
<br />13.15. Equal Opportunity. Carrot shall not discriminate
<br />against any employee, applicant for employment, or other
<br />person on the basis of race, color, religion, sex, age,
<br />disability, marital state, or national origin or other
<br />circumstance prohibited by applicable federal, state, or
<br />local law or ordinance. Carrot shall comply with and shall
<br />not violate any applicable provisions of Chapter 49.60
<br />RCW, Title VI of the Civil Rights Act of 1964, and all
<br />applicable federal, state, or local law or ordinance
<br />regarding non-discrimination.
<br />14. INSURANCE
<br />14.1. General. At all times during the Subscription
<br />Period, Carrot shall procure and maintain, at its sole cost
<br />and expense, reasonable and customary insurance for
<br />similarly situated companies in its industry, including
<br />cyber-liability insurance.
<br />DocuSign Envelope ID: D630F73D-D64F-4694-A24A-FC8220069016
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