These Terms and Conditions apply to your use of the Console made available by Quantifind, Inc. (“Quantifind”) through the Microsoft® Azure Marketplace (the “Marketplace”). As used herein, you are referenced as “Client” and each of Quantifind and Client may be referenced as a “Party”. 1. DEFINITIONS. 1.1. “Agreement” means these Terms and Conditions. 1.2. “Client Data” means the specific details of the Search Inquiry. 1.3. “Console” means Quantifind’s web-based GraphyteSearch console, which generates Results in response to specific Search Inquiries. 1.4. “Licensed Databases” means databases licensed by Quantifind from Third Party Licensors that may be made available for use through the Console from time to time.1.8. “Permitted User” means an identified individual user who is properly authorized by Client via a unique user identification and password to use the Console. A Permitted User may only be an employee, contractor or other authorized individual service provider of Client, who is acting on behalf of and requires access to the Console in order to provide services to Client. Client remains responsible for each such person’s compliance with the terms and conditions of this Agreement. Client may replace any Permitted User with another if the replacement is not temporary. 1.5. “Quantifind Technology” means Quantifind’s proprietary algorithms, technology, software, know-how, the Console, designs and graphical interfaces, and any modifications, changes or improvements thereto. 1.6. “Results” means the Third Party Results. 1.7. “Search Inquiry” means a request made to the Console by Client, or its Permitted User, to obtain specific information about an identified individual or organization. 1.8. “Subscription Term” means the term for which Client subscribed to access to the Console. 1.9. “Third Party Content” means data or information contained in a Licensed Database or made available through third party websites, which is licensed for use in connection with the Quanitfind Technology by an independent third party. 1.10. “Third Party Licensor” means an independent third party that provides a Licensed Database or otherwise provides access to Third Party Content. 1.11. “Third Party Results” means the data provided to Client, or its Permitted User, as a result of a Search Inquiry made to the Console. 2. SCOPE OF SERVICES 2.1. Use of Console. Quantifind will provide Permitted Users access to the Console during the Subscription Term solely for Client’s internal business purposes. Client shall not use the Quantifind Technology, the Results and the Third Party Content for any unlawful purpose. Client is responsible for complying with all applicable laws and regulations in connection with its use of the Quantifind Technology, the Results and the Third Party Content and its submission of Search Inquiries, including but not limited to laws and regulations relating to data protection and privacy, export control, credit eligibility, intellectual property protection and online conduct. Client acknowledges that the Console enables it to select the Third Party Content to be processed by the Console to generate Results, that it is the data controller with respect to such processing, and that it is responsible to ensure that the processing of such Third Party Content by the Console complies with applicable data protection legislation and regulations. Any use or reliance by Client on the Quantifind Technology or Third Party Content, or the Results generated, will be at Client’s sole discretion and risk. Client is responsible for all uses of the Quantifind Technology, Third Party Content and Results resulting from access to the Console provided by Client, including the acts and omissions of its Permitted Users. Client will make Permitted Users aware of the relevant provisions of this Agreement and cause them to comply with such provisions. 2.2. Availability of Console. Quantifind will use commercially reasonable efforts to make the Console available except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond Quantifind's reasonable control. Quantifind shall use reasonable commercial efforts to provide at least 48 hours’ notice via the Console of any planned downtime and, to the extent reasonably practicable, shall schedule such planned downtime outside of normal business hours. Client’s use of the Console is limited to the number of Permitted Users and/or Search Inquiries provided in connection with the fee paid by Client under this Agreement. Client will only allow access to Permitted Users and will ensure that no Permitted User shares his or her user name and password for the Console with others. Any use or reliance by Client on the Console or the Results generated, will be at Client’s discretion and risk, and Client will be solely responsible for such use and its reliance on any Results. 2.3. Restrictions. With regard to each of the Quantifind Technology, the Third Party Content and the Results, Client will not: (a) transfer, sell, rent, lease, assign (except as provided in Section 8.1), resell, sublicense, copy, disclose, distribute or otherwise provide access to a third party to any of the foregoing (except for service providers providing assistance to Client for Client’s internal use); (b) use any of the foregoing for the benefit of or to provide any service to a third party, including provision of a service bureau); (c) reverse engineer, decompile, disassemble or otherwise seek to obtain the source or object code of Quantifind Technology or any software associated with Third Party Content, (except as such restrictions are prohibited by applicable law); (d) remove or obscure any copyright, trademark or other proprietary notices or legends applied to or contained in any of the foregoing; (e) use any of the foregoing to create its own database, data analytics tool, search engine or other derivative works of the foregoing or to build or support, or to assist a third party to build or support, a product or service competitive with the Console or the Third Party Content; (f) create an undue burden on the networks or services connected to the Console; (g) attempt to probe, scan or test the vulnerability of the Console or any of Quantifind’s systems or networks; (h) use or access the Quantifind Technology to determine whether it, or any portion thereof, is covered by or otherwise within the scope of any patent rights; (i) publicly disseminate information regarding the performance of the Console or the quality or accuracy of the Third Party Content or Results; (j) use any of the foregoing in connection with the preparation of consumer reports (as defined in the Fair Credit Reporting Act) or for any permissible purpose set forth in Section 604 of the Fair Credit Reporting Act; or (k) use any of the foregoing in a manner that reflects poorly on Quantifind or its Third Party Licensors. 2.4. Third Party Content. Client acknowledges that the use of Third Party Content in connection with the use of the Quantifind Technology is restricted by Third Party Licensors and that Client’s compliance with such restrictions is a material condition of this Agreement. Client further acknowledges that its access to various items of Third Party Content may terminate from time to time during the term of this Agreement and any Subscription Term, and that Quantifind cannot assure that any Third Party Licensor will continue the availability of any Third Party Content through use of the Console. Client agrees that it will not: (a) download in bulk, merge or incorporate any Third Party Content with any other data or software nor permit any third party to do so; or (b) allow any third party to access or use Third Party Content other than in connection with use of the Console on behalf of Client. Any access to Third Party Content under this Agreement, other than in connection with use of the Console as permitted hereunder, is expressly prohibited, including, without limitation, creation of multiple accounts and use of agents and scripts and access by any automated software, process, program, bot, robot, web crawler, spider, data mining, trawling, screen scraping, indexing agents or other similar software or process (regardless of whether the resulting information is intended for Client’s internal use). Client will notify Quantifind promptly upon becoming aware of any material breach of this Section 2.4. 3. CLIENT DATA. 3.1. Client Data. Client grants Quantifind a non-exclusive, royalty-free, worldwide right and license to reproduce and otherwise use the Client Data (a) to process Search Inquiries through the Console and generate Results for Client, and (b) to improve the features and functionality of the Quantifind Technology, through compilation of statistical and performance information related to the provision and operation of the Quantifind Technology, including through machine learning (provided that Client Data used for such purposes will be aggregated and anonymized and that the contents of specific Client Data will not be disclosed to third parties). 3.2. Back-Up. Client acknowledges that Quantifind does not maintain copies of Client Data, including Search Inquiries, or the Results generated, and that Client is solely responsible for documenting and retaining any necessary copies of Client Data and Results, 4. OWNERSHIP; CONFIDENTIAL INFORMATION 4.1. Quantifind IP. Any and all intellectual property rights, and any other rights, title or interest in the Quantifind Technology, and all materials and procedures including documents, techniques, knowledge, software, systems, plans, data, processes, models and analyses, including any modifications, changes or improvements of any of the foregoing, irrespective of how and when conceived, are and at all times will be the exclusive property of Quantifind. Client acknowledges that it is obtaining only a limited right to use the Console to generate Results, and that no ownership rights are being conveyed to Client. If Client or anyone on Client’s behalf provides any suggestions, comments, improvements, ideas or other feedback to Quantifind related to the Quantifind Technology, including but not limited to potential revisions or features (collectively, “Feedback”), Quantifind will be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback as Quantifind sees fit, without obligation or restriction of any kind, provided that such Feedback is not attributed to Client. Any modifications, changes or improvements made to the Quantifind Technology based on such Feedback will be the exclusive property of Quantifind. 4.2. Third Party IP. As between Client and Third Party Licensors, any and all intellectual property rights, and any other rights, title or interest in the Third Party Content, is and at all times will be the exclusive property of the applicable Third Party Licensor; provided, however, that certain Third Party Licensors disclaim ownership of the Third Party Content provided under this Agreement. In all cases, Client acknowledges that it is not obtaining any right, title or interest, including ownership rights, in the Third Party Content. 4.3. Confidential Information. "Confidential Information" means all confidential information disclosed by a Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Console (including its performance characteristics) and all related documentation shall be deemed to be Confidential Information of Quantifind. All Confidential Information will remain the property of the disclosing Party, and the receiving Party will have no interest in or rights in such except as expressly set forth in this Agreement. Each Party agrees to maintain all Confidential Information of the other Party in confidence, to not use or disclose any Confidential Information except as authorized in this Agreement, and to take all reasonable precautions to prevent any unauthorized disclosure of such information. The restrictions on disclosure in this Section will not apply to any information which: (i) becomes generally known or publicly available through no act or omission of the receiving Party; (ii) is known by the receiving Party without confidentiality restriction at the time of receiving such information, as shown by written records; (iii) is furnished to the receiving Party by a third party without confidentiality obligations to disclosing Party; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. In the event that the receiving Party is required to disclose Confidential Information of the disclosing Party by law or government order, the receiving Party promptly shall notify the disclosing Party (if legally permitted) so that the disclosing Party can seek a protective order and, if such order is not sought or granted, will disclose only that portion required to be disclosed; provided, however, that prior notice is not required in connection with disclosure of Confidential Information to regulators in the course of routine examinations or audits of the receiving Party’s affairs to the extent not directed at the relationship or activities of the Parties hereunder. The receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and, therefore, that upon any such disclosure by the receiving Party the disclosing Party will be entitled to seek appropriate equitable relief in a court of appropriate jurisdiction, irrespective of the arbitration provisions in Section 8.3 and in addition to whatever other remedies it might have at law. 5. TERMINATION. Either Party may terminate this Agreement if the other Party fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice. At the end of each Subscription Term or upon termination of this Agreement, (a) Client’s access to the Console will expire; and (b) each Party will return or destroy the other Party’s Confidential Information. Nothing herein obligates either Party to enter into any further agreement with the other Party. This Section 5, Section 4 (Ownership, Confidential Information), Section 6 (Fees and Payment), Section 7 (Warranty, Liability and Indemnities) and the relevant provisions of Section 8 (General) will survive any expiration or termination of this Agreement. 6. FEES AND PAYMENT. All fees are as set forth on the Marketplace and shall be paid by Client as provided on the Marketplace. 7. WARRANTY, LIABILITY AND INDEMNITIES 7.1. Limited Warranty. Quantifind warrants, for Client’s benefit only, that the Console will be available and perform in substantial conformity with the terms set herein or in the applicable Order Form. Quantifind’s sole liability (and Client’s sole and exclusive remedy) for any breach of this warranty shall be for Quantifind to use commercially reasonable efforts to address any reported non-conformity; provided, however, should Quantifind determine such remedy is impracticable, it shall so notify Client and either Party may terminate the Subscription Term upon notice to the other Party. In the event of such termination, Client will receive as its sole remedy a refund of any fees Client has prepaid for use of the Console that it has not received as of the date of termination. The limited warranty set forth in this Section 7.1 shall not apply unless Client makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared. 7.2. Warranty Disclaimer. The Console and Results are tools for Client’s own assessment and decision-making, and Client’s decision to use such tools and its weighting of any information, including Results, is made solely by Client and at Client’s sole risk. Client acknowledges that the Third Party Content is based on publicly available information supplied to Quantifind and its Third Party Licensors by others, and the accuracy of such Third Party Content is not independently verified by Quantifind and, similarly, may not be verified by Third Party Licensors. The Third Party Content may include opinions of third parties, where the accuracy or attribution of such opinions has not been independently verified. No representation or warranty is given that the provision of any such Third Party Content by Quantifind and the Third Party Licensors, and its use by Client to generate Results, complies with any law or is not owned by other third parties. Quantifind and Third Party Licensors do not guarantee the sequence, accuracy, completeness, suitability for any user’s purpose or requirements, uninterrupted availability, or currency of any Third Party Content or Results. The Results and Third Party Content do not provide, and the Console should not be used to provide, tax, legal or investment advice business. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1 (WHICH IS PROVIDED BY QUANTIFIND ONLY AND NOT BY ANY THIRD PARTY LICENSOR), THE QUANTIFIND TECHNOLOGY, THE THIRD PARTY CONTENT AND THE RESULTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. QUANTIFIND AND THIRD PARTY LICENSORS, AND THE AFFILIATES AND SUPPLIERS OF THE FOREGOING, WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, TELECOMMUNICATIONS FACILITIES AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SUCH PARTIES. CLIENT MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. QUANTIFIND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE USE OF THE QUANTIFIND TECHNOLOGY, THE THIRD PARTY CONTENT, THE RESULTS OR ANY OTHER INFORMATION PROVIDED BY OR DERIVED FROM THE FOREGOING FOR ANY PURPOSE. IT IS CLIENT’S SOLE RESPONSIBILITY TO DETERMINE THE SUITABILITY AND LEGALITY OF USE OF THE QUANTIFIND TECHNOLOGY, THE THIRD PARTY CONTENT AND THE RESULTS FOR ITS DESIRED PURPOSES. 7.3. LIMITATION OF LIABILITY. NEITHER QUANTIFIND NOR ANY THIRD PARTY LICENSOR, NOR ANY AFFILIATES OR SUPPLIERS OF ANY OF THE FOREGOING, WILL BE LIABLE FOR: ANY LOSS OF USE, LOST OR INACCURATE, OUTDATED, INCOMPLETE OR CORRUPT DATA; FAILURE OF SECURITY MECHANISMS; DELAYS; INTERRUPTION OF BUSINESS; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST REVENUE, PROFITS, DAMAGE TO GOODWILL OR BUSINESS OPPORTUNITY). THE FOREGOING LIMIITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCEPT FOR A PARTY’S RESPECTIVE OBLIGATIONS UNDER SECTION 7.4 OR SECTION 7.5, OR A PARTY’S MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT TO QUANTIFIND UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO THIRD PARTY LICENSOR, NOR ANY AFFILIATES OR SUPPLIERS OF THE THIRD PARTY LICENSOR, SHALL HAVE ANY LIABILITY TO CLIENT AS A CONSEQUENCE OF THE PROVISION OF THE THIRD PARTY CONTENT. The Parties agree that the limitations specified in this Section 7.3 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. 7.4. Quantifind IP Indemnity. Quantifind shall defend Client from and against any claim by a third party alleging that the use of the Console (excluding the use of any Client Data and any Third Party Content) as authorized under this Agreement infringes a U.S. copyright, trademark or patent, and shall indemnify and hold harmless Client from and against any damages and costs awarded against Client or agreed in settlement by Quantifind (including reasonable attorneys’ fees) resulting from such claim, provided that Quantifind shall have received from Client: (i) prompt written notice of such claim (in sufficient time for Quantifind to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Client, at Quantifind’s reasonable expense. If Client’s use of the Console \ is (or in Quantifind’s opinion is likely to be) enjoined, if required by settlement or if Quantifind determines such actions are reasonably appropriate to avoid liability, Quantifind may, in its sole discretion: (a) substitute an application with substantially similar functionality; (b) procure for Client the right to continue using the Console; or if Quantifind deems that (a) and (b) are not commercially reasonable, (c) terminate the Agreement and refund to Client the fees paid by Client for the portion of the Subscription Term which was paid by Client but not rendered by Quantifind. The foregoing indemnification obligation of Quantifind shall not apply: (1) to any unauthorized use of the Console; (2) to any action arising as a result of the Client Data or Search Inquiries made by Client; or (3) if Client settles or makes any admissions with respect to a claim without Quantifind’s prior written consent. THIS SECTION 7.4 SETS FORTH QUANTIFIND’S SOLE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT ARISING FROM ITS USE OF THE QUANTIFIND TECHNOLOGY, THE THIRD PARTY CONTENT AND ANY RESULTS. 7.5. Client Indemnity. Client shall defend Quantifind from and against any claim by a third party resulting from Client’s (a) use of the Quantifind Technology, Third Party Content or Results, or its submission of Search Inquiries, in a manner that does not comply with the requirements of Section 2.1, or (b) breach of the restrictions set forth in Section 2.3, and shall indemnify and hold harmless Quantifind from and against any damages and costs awarded against Quantifind or agreed in settlement by Client (including reasonable attorneys’ fees) resulting from such claim, provided that Client shall have received from Quantifind: (i) prompt written notice of such claim (in sufficient time for Client to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Quantifind, at Client’s reasonable expense. The foregoing indemnification obligation of Client shall not apply if Quantifind settles or makes any admissions with respect to a claim without Client’s prior written consent. 8. GENERAL. 8.1. Assignment. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign this Agreement without the advance written consent of the other Party, except that Quantifind may assign this Agreement (1) in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets to which this Agreement relates or its voting securities; or (2) to a wholly owned subsidiary or to an entity under common control with Quantifind. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 8.1 will be null and void. 8.2. Governing Law. This Agreement and the rights of the Parties hereunder will be governed by and construed under the laws of the State of California, exclusive of conflict or choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. 8.3. Arbitration. Except for relief sought under Section 4.3, any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. The tribunal will consist of a sole arbitrator. The seat of the arbitration shall be the JAMS Silicon Valley Resolution Center in San Jose, California. The language used in the arbitration proceeding shall be English. Judgment upon the award entered by the arbitrators may be entered by any court having jurisdiction thereof. 8.4. Entire Agreement, Amendments and Notices. This Agreement is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. All amendments must be in writing and signed by each Party. Waivers must be in writing and no waivers will be implied. All notices, requests and other communications under this Agreement must be in writing, and may be e-mailed, mailed by registered or certified mail, postage prepaid and return receipt requested, sent by recognized overnight courier or delivered by hand to the Party to whom such notice is required or permitted to be given. Notices to Client will be sent to the address or e-mail address set forth at the top of this document. Notices to Quantifind will be sent to: Quantifind, Inc. Attn: VP Finance and Corporate Development 444 High Street, Suite 101 Palo Alto, CA 94301 E-mail: contracts@quantifind.com 8.5. Rule of Construction and Legal Expenses. Both Parties participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by both Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. In the event of arbitration or litigation relating to the subject matter of this Agreement, the prevailing Party shall be entitled to receive from the other Party its reasonable attorneys’ fees, costs and expenses. The prevailing Party will be determined by evaluating (1) whether the amount awarded comprises a significant percentage of the amount sought by the claimant; and (2) the primary issues disputed by the Parties. 8.6. Third Party Beneficiary. The Third Party Licensors are third party beneficiaries under this Agreement with respect to Client’s use of and obligations with respect to the Third Party Content, and may enforce such obligations directly against Client. 8.7. Export Regulation. Client will comply with all applicable export and import control laws and regulations in its use of the Quantifind Technology and, in particular, Company will not export or re-export the Quantifind Technology, Third Party Content and Results without all required United States and foreign government licenses. None of the Quantifind Technology, nor the underlying information or technology, may be downloaded, accessed by or otherwise exported or re-exported: (i) into (or to a national or resident of) any country to which the US has embargoed the shipment of goods; or (ii) to anyone on the US Treasury Department’s list of Specially Designated Nationals or the US Commerce Department’s Table of Denial Orders. By entering this Agreement, Client agrees to the foregoing and represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list, and that it will exercise reasonable commercial efforts to ensure that none of its employees or agents that have access to the Quantifind Technology are located in, under the control of, or a national or resident of any such country or on any such list. Company will defend, indemnify, and hold harmless Quantifind from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by Quantifind as a result of any violation of such laws or regulations by Company or any of its agents or employees. 8.8. Anti-Corruption Compliance. In its performance under this Agreement, each Party shall adhere to business practices that are in accordance with the letter and spirit of applicable laws and ethical principles, including properly reflecting all transactions in connection with this Agreement will be accurately reflected in such Party’s books and records. Each Party is aware of and familiar with the provisions of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. 78dd-1, et seq., and the UK Bribery Act, and all other applicable anti-corruption laws or regulations (“Anti-Corruption Laws”), and will comply with and take no action and make, offer, or receive no payment or other advantage in violation of or that might cause either Party to be in violation of an Anti-Corruption Law. No funds or other assets shall be paid by either Party directly or indirectly to government officials or persons acting on their behalf for the purpose of influencing government decisions or actions with respect this Agreement. 8.9. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failure of public utilities or the internet, government action or regulation, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 8.10. Counterparts and Electronic Execution and Copies. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. This Agreement may be executed electronically, through an e-signature program, and electronic copies of executed documents (such as in PDF format) shall have the same force and effect as originals. 8.11. Miscellaneous. The Parties are independent contractors and no employment, agency, or joint venture is created hereunder. Quantifind may use the services of subcontractors for performance of services under this Agreement, provided that Quantifind remains responsible for compliance of any such subcontractor with the terms of this Agreement. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and remain in full force and effect.