By consenting (and agreeing on behalf of the Client) to these Terms and Conditions (the “Terms and Conditions”), (which for the avoidance occurs upon an individual clicking submit on the Innovation Speaker Series enrollment page (the “Enrollment Form” or “Enrollment Page”) to which these Terms and Conditions are linked), the individual that consents (and agrees on behalf of the Client) to these Terms and Conditions represents that they have the full power and authority to bind the Client (as defined below) to these Terms and Conditions, and that the Client accepts and agrees to be bound by these Terms and Conditions as well as the terms and conditions set forth on the Innovation Speaker Series enrollment page to which these Terms and Conditions are linked. In these Terms and Conditions, “Client” shall mean the Affiliates that have enrolled in the service that will be conducted by Mastercard.

1. Products/Services

1.1. Mastercard International Inc. ("Mastercard") will provide to Client the products or services described in the Enrollment Form to which these Terms and Conditions are linked (“Services”), which the Parties may enter into from time to time, and upon mutual execution and delivery thereof, pursuant to these Terms and Conditions and the Enrollment Form. Unless otherwise stated in the Enrollment Form, in the event of a conflict between these Terms and Conditions and the Enrollment Form, the Enrollment Form prevails. “Affiliate” means, with respect to a Party, a legal entity with regard to which such Party controls, directly or indirectly, the management and policies or the appointment of the majority of the directors of such legal entity, or that such Party is under such control by, or that is under such common control with such Party.

1.2. Mastercard will ensure that all Services be performed by qualified individuals in a professional and workmanlike manner. Mastercard may also use the services of third parties (“Mastercard Suppliers”) or its Affiliates in providing the Services.

1.3. All insights, reports, and other materials provided by Mastercard in connection with the Services (“Deliverables”) may be developed using data, databases, systems, tools and information contained in the Mastercard Data Warehouse, which is comprised of information provided by third parties and may contain certain errors, omissions or inaccuracies. Subject to Section 1.5, Mastercard shall have no responsibility for any errors, omissions or inaccuracies in the underlying data from the Mastercard Data Warehouse or data otherwise provided by or on behalf of Client or any third party.

1.4. Mastercard is not providing the Deliverables as investment advice. Mastercard is not, and Client agrees that Mastercard is not, providing legal, regulatory, tax or financial advice in connection with any Services or Deliverables. Client acknowledges and agrees that Mastercard is making no representation or warranty with regards to Mastercard’s business operations.

1.5. Mastercard represents and warrants that its provision of the Services as set forth in the Enrollment Form, are permitted under (x) all applicable laws and regulations, and privacy policies or other statement or disclosure, and (y) the terms of Mastercard’s contracts with its customers, contractors, suppliers or other third parties.

1.6. Client is responsible for: (i) obtaining all consents, information and materials from third parties (other than from Mastercard Suppliers) necessary for Mastercard to provide the Services, or as otherwise required in the Enrollment Form; and (ii) Client’s use of and/or operation of all Deliverables as well as its implementation of any advice or recommendations provided in connection with the Services. Client represents and warrants that: (i) its provision of any data, including but not limited to Personal Data, as further defined below (“Client Data”) to Mastercard or a Mastercard Supplier, or such party’s receipt of Client Data from the Client or another party, in connection with the Services, and (ii) the use, analysis, and processing of such Client Data by Mastercard (and Mastercard Suppliers) to perform the Services as set forth in the Enrollment Form, are permitted under (x) all applicable laws and regulations, and privacy policies or other statement or disclosure to which such Client Data is subject, and (y) the terms of Client’s contracts with its customers, contractors, suppliers or other third parties.

1.7. After receipt of a Deliverable, Client shall have thirty (30) business days to provide Mastercard with written notice if the Deliverable reasonably does not comply with the specifications set forth in the Enrollment Form. In such event, Mastercard will re-perform the Services to bring the Deliverables in conformance with the specifications set forth in the Enrollment Form within a reasonable period of time and Client shall reasonably cooperate with Mastercard for any such re-performance.

2. Term 

2.1. The Agreement shall begin on the date of submission of the Enrollment Form and shall continue until December 31, 2024,   as applicable. This Agreement may be terminated by one Party upon written notice to the other Party: (i) in the event that such other Party has materially breached an obligation representation or warranty and fails to cure the breach within thirty (30) business days of receiving written notice of the breach; (ii) as of the date on which proceedings are instituted against a Party seeking relief under any bankruptcy, insolvency or similar law; or (iii) in the event that Mastercard no longer offers or provides the Services or products that are the subject of the Enrollment Form.

3. Fees, Payment and Taxes

3.1. Fees are exclusive of any applicable taxes. All amounts payable under the Enrollment Form are quoted exclusive of sales, use, value-added, and withholding taxes and all customs duties or governmental charges of any kind attributable to the provision of services, or rights granted thereunder, by Mastercard. Client is responsible for any taxes levied on the provision of Services.

3.2. Excluding income taxes relating to the Enrollment Form, Client shall indemnify Mastercard for any such taxes, duties or governmental charges paid by Mastercard in connection with the Enrollment Form.

3.3. Mastercard will invoice Client in US Dollars or another currency specified in the Enrollment Form. Properly submitted invoices for which payment is not received within 30 days of the invoice date shall accrue a late charge of the lesser of (x) 1½% per month or (y) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law. All payments will be allocated first to interest, then to expenses, and then to the oldest outstanding fee.

4. License and Use of Deliverables

4.1. Upon full payment of the Fees and Other Costs by Client for the Services set forth in the Enrollment Form, Mastercard hereby grants to Client a perpetual, fully paid-up, nontransferable, non-exclusive license to use the applicable Deliverables, in each case, (x) without the right to resell, assign, transfer or sublicense such Deliverables in any way, and (y) solely for Client’s internal business purposes, relinquishing Mastercard of any liability for Client’s use of such Deliverables.

4.2. Client retains ownership of Client Data and any other confidential information it provides to Mastercard. Mastercard shall be free to use for any purpose any ideas, concepts, general skills, know-how or techniques resulting from or acquired or used in the course of or arising out of the performance of the Services. All Deliverables provided by Mastercard to Client pursuant to the Services, as well as all materials, concepts, processes and methodologies employed by Mastercard or a Mastercard Supplier in connection with the Services, are and will remain the sole and exclusive property of Mastercard (or such Mastercard Supplier).

4.3. Client shall not use the data analytics or insights in the Deliverables in a manner so as to reverse engineer or aid any other party to reverse engineer the data contained in the Deliverables, and shall not remove any identification, copyright or proprietary or other notices from the Deliverables, or any copies thereof. Client shall not use any Deliverable in a manner that would violate any applicable law, regulation, or third party rights.

4.4. Client grants Mastercard a worldwide, fully paid-up license to copy, display and use Client’s name and logo (“Client Marks”): (i) as necessary to perform Services; (ii) to identify Client as a customer of Mastercard and its Affiliates on its website and marketing materials; and (iii) with Client’s prior written approval, to issue publicity or announcements concerning Mastercard’s engagement with the Client for the purpose of a case study or investor relations announcements. Client warrants and represents to Mastercard that Client owns all right, title, and interest in and to Client’s Marks and has the authority to license to Mastercard the rights granted hereunder. Except as otherwise set out in these Terms and Conditions or the Enrollment Form, each Party will obtain the written consent of the other Party prior to the issuance of any press release, announcement or any other form of publicity, concerning these Terms and Conditions or the Enrollment Form.

5. Compliance with Laws

5.1. The Parties shall ensure that their respective obligations under these Terms and Conditions and the Enrollment Form(s) and business activities related thereto are performed in accordance with all applicable laws and regulations, including, but not limited to, all applicable anti-bribery and corruption laws including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and other applicable laws. Client shall not export, directly or indirectly, any Deliverables acquired from Mastercard under these Terms and Conditions or any and all Schedule(s) to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.

5.2. The Parties will comply with: (i) all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality or security of Personal Data, as defined below, including, without limitation. EU General Data Protection Regulation 2016/679 (“GDPR”) ; California Consumer Privacy Act (Cal. Civ. Code 1798.100 et seq.); the Gramm-Leach-Bliley Act; laws regulating unsolicited email communications; security breach notification laws; laws imposing minimum security requirements; laws requiring the secure disposal of records containing certain Personal Data; and all other similar international, federal, state, provincial, and local requirements, and (ii) the Payment Card Industry Data Security Standards, in each case, to the extent they apply to the Services. Subject to any applicable law, Client agrees that Mastercard may transfer data to any country in which any Mastercard Affiliate does business.

5.3. The Data Processing Agreement (“DPA”) currently located at Data Processing Agreement| Mastercard Data & Services (https://vault.pactsafe.io/s/294cfd22-c6b3-4fb2-9cd7-486000c5e0c6/uc0do2rtk.html) will apply to all Processing of Personal Data subject to Privacy and Data Protection Law (as these terms are defined in the DPA) in the context of these Terms and Conditions. The terms of the DPA are expressly incorporated by reference into these Terms and Conditions, and will prevail over any contradictory term otherwise contained in these Terms and Conditions solely with respect to the Processing of Personal Data subject to Privacy and Data Protection Law. To the extent Europe Data Protection Law applies and notwithstanding any other term in these Terms and Conditions, Mastercard Europe SA is entering into these Terms and Conditions solely for the purpose of compliance with Europe Data Protection Law and does not have any other obligations to Client in respect of these Terms and Conditions.

6. Indemnification; Limitation of Liability

6.1. Each party shall defend, indemnify and hold harmless the other party, and its employees, officers, agents, Affiliates, representatives, and contractors from and against any claims, demands, loss, damage or expense (including reasonable attorneys’ fees) relating to or arising solely out of third party claims: (i) relating to such indemnifying party’s acts of gross negligence or willful misconduct in connection with its performance under these Terms and Conditions or the Enrollment Form, or (ii) in the case of Client, third party claims relating to the use of Deliverables or combination, modification or use of the Deliverables with materials not provided by Mastercard or materials required by Client to be included in the Deliverables.

6.2. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY LEGAL THEORY, TORT, CONTRACT, OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, GOODWILL, OR ECONOMIC LOSS, REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT A PARTY’S WAIVER OF ITS RIGHT TO RECEIVE SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SHALL NOT APPLY IN THE EVENT OF A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS DESCRIBED IN SECTION 7.

EXCEPT AS SPECIFICALLY DESCRIBED HEREIN, MASTERCARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES AND THE DELIVERABLES AND WITHOUT LIMITATION, MASTERCARD HEREBY EXCLUDES AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, COURSE OF DEALING, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

6.3. Except with respect to (a) the parties’ indemnification obligations under Section 6.1 of these Terms and Conditions; or (b) Client’s breach of its obligations under Sections 3 or 4 of these Terms and Conditions, the maximum aggregate liability of any Party arising out of or relating to these Terms and Conditions or the Enrollment Form, whether it arises by statute, contract, tort or otherwise, shall not exceed the amount of the Fees or the value of the Services and Deliverables in the Schedule under which the claim is brought. If no such fees or value of the Services and Deliverables is stated in the Schedule, then such maximum aggregate liability shall be limited in all respects to US$50,000 over the term of the Enrollment Form.

7. Confidentiality

7.1. “Confidential Information” means the provisions of these Terms and Conditions and the Schedule(s) and any information, Deliverables, insights, Client Data, Mastercard Supplier data, reports, data, materials, processes, methodologies and concepts, in whatever form embodied (e.g., oral, written, electronic) owned by Mastercard or Client, including Personal Data and any non-public information about individuals or consumers of Mastercard or Client and/or their Affiliates, no matter how or by what party such information, materials, or concepts were transmitted, disclosed, directly or indirectly by either Party in the course of discussions, provisioning of Deliverables or other work undertaken between the Parties during the performance of these terms and conditions or an SOW. “Personal Data” means any information relating to an identified or identifiable individual, regardless of the media in which it is contained.

7.2. During the Term and for a period of seven (7) years thereafter (except for non-public information about individuals or consumers of Mastercard and/or Client, which shall be maintained in confidence indefinitely), the Party receiving Confidential Information (“Receiving Party”) from the other Party (“Disclosing Party”) shall maintain the Confidential Information in strict confidence and shall: (i) use Confidential Information only as authorized in accordance with the Enrollment Form; (ii) not copy any Confidential Information except as authorized in accordance with the Enrollment Form; (iii) not disclose Confidential Information to any third party except as expressly permitted in writing by the Disclosing Party and then only if such third party has executed a confidentiality, privacy and data protection obligations no less restrictive than those set forth herein; and (iv) limit dissemination of Confidential Information to employees or Mastercard Supplier with a “need to know” and who are subject to confidentiality, privacy and data protection obligations no less restrictive than those set forth herein.

7.3. Except with respect to Personal Data, Confidential Information shall not include any information which: (i) is already in the public domain at the time of disclosure through a source other than the Receiving Party; (ii) enters the public domain after disclosure through no fault of the Receiving Party; (iii) is already known to the Receiving Party at the time of disclosure (as evidenced by written records); (iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information (as evidenced by written records); or (v) is subsequently disclosed to the Receiving Party by third parties having no obligation of confidentiality to the Disclosing Party.

7.4. Upon the written request of the Disclosing Party, the Receiving Party shall securely destroy or render unreadable or undecipherable, each and every original and copy in every media of all Confidential Information in the Receiving Party’s possession, custody or control (with certification of destruction). The foregoing shall not apply to the extent information must be retained pursuant to applicable legal or regulatory requirements or for purposes of the Receiving Party’s commercially reasonable disaster recovery procedures, provided such information shall continue to be subject to Section 7.

8. Platforms

8.1. If and to the extent the Schedule includes the Client’s use of Mastercard's and/or its vendors’ technology platforms that are identified as platforms and/or made available by Mastercard in connection with services provided by Mastercard to Client through the Schedule (“Platform”), the below provisions of this Section 8 will apply. As it relates to any Platform, the below provisions of this Section 8 will control in the event of any conflict with the other sections of these terms and conditions.

8.2. Platform Access. Subject to the terms and conditions contained herein and in the Enrollment Form, Mastercard grants Client a limited, revocable, non-sublicenseable, non-exclusive, non-transferable right to permit its authorized users to access the Platform(s) for the purposes and term set forth in the Schedule. Client’s use of a Platform is subject to the restrictions and limitations set out in the Schedule, which may limit the amount and type of data and users and the Client’s permitted territory of use. Mastercard or Mastercard Supplier will host and retain control of the Platform(s) and will provide Client’s authorized users with access to use a Platform. A Platform is not considered a Deliverable and no rights in or related to a Platform are deemed granted. For any Platform, the only Deliverables will be the tangible reports and output specific to Client. Mastercard may, at any time, suspend or terminate the Client’s access to the Platform(s) at its discretion in the event of a breach by Client of the provisions of these Terms and Conditions or relevant Schedule (provided that such suspension or termination shall not in and of itself constitute a termination of these Terms and Conditions or the Enrollment Form) and in the event that the Client’s access to the Platform(s) is suspended as aforesaid, Mastercard will not be obligated to return any Confidential Information in its possession, custody or control to the Client.

8.3. Usage. Client will use a Platform only for its own internal purposes and by Users. Client will not: (a) use a Platform or its outputs either directly or as a service bureau for any third party; (b) sublicense, distribute, transfer, or otherwise make available to any third party (including any contractor, franchisee, or agent) access to or use of a Platform without Mastercard’s prior written consent (which may be conditioned on such third party executing an agreement with Mastercard); (c) access or use (or permit the access or use of) a Platform in order to: (i) build a similar or competitive product or service (or contract with a third party to do so); or (ii) build a product using similar ideas, features, functions or graphics of a Platform; or (iii) copy any features, functions or graphics of or in a Platform; or (d) derive specifications from, reverse engineer, reverse compile, modify, disassemble, translate, record, or create derivative works based on a Platform.

8.4. Users. Client shall limit its authorized users only to employees, agents/ contractors or who are bound in writing to maintain the confidentiality of a Platform unless otherwise agreed in writing by Mastercard. Client will provide Mastercard the information necessary to enable Mastercard to establish usernames for authorized users. Client will appoint one or more administrative users to manage Client’s user accounts. Client is responsible for: (a) maintaining the confidentiality of all usernames and passwords; and (b) the acts and omissions of any person to whom it provides or permits access to a Platform. Mastercard may suspend or terminate access for any user who violates the Agreement or relevant Schedule.

8.5. Client Data. Client will be solely responsible for any Client Data provided to Mastercard for use in a Platform. Client agrees that the timely provision of access to a Platform shall be dependent upon Client providing the required Client Data under an Enrollment Form.

8.6. Support. Mastercard will support a Platform through regular maintenance procedures, such as monitoring of servers, review of disk space usage and database fragmentation, addition of commercially available security patches and upgrades, and review of event log files. Mastercard may update a Platform from time to time in its sole discretion as part of its ongoing mission to improve such Platform.

8.7. Client Responsibility. Client acknowledges and agrees that, with respect to its use of a Platform, the purchase and installation of appropriate computer and communication equipment and the appropriate operating systems and all connectivity is the sole cost and responsibility of Client. Client shall institute security measures necessary to safeguard any remote access to a Platform from unauthorized access by persons other than its authorized users. Client shall notify Mastercard immediately and assist Mastercard in remedying any instance of unauthorized access to, or use of, a Platform.

8.8. Ownership. Mastercard retains all right, title, and interest in and to all current and future versions of all Platforms (including any algorithms, documentation, data models, and user interfaces therein or related thereto) and any other know-how, processes, techniques, concepts, methodologies, tools, or intellectual property Mastercard uses in performing hereunder, even if provided or developed as a result of performing services related to a Platform and all technology, algorithms, and data models relating thereto, even if provided or developed as a result of performing under an Schedule for Platforms. All of the foregoing will be deemed Mastercard Confidential Information. Client’s rights to use any Platform are strictly limited to those granted in the Enrollment Form for Platform(s), and all rights in a Platform not expressly granted to Client are reserved to Mastercard.

8.9. Modifications. Client may, from time to time, request modifications or customizations to a Platform. Mastercard, in its sole discretion, shall determine whether to perform such modifications or customizations and, if so, any such modifications or customizations, and related fees and charges, shall be set forth in the separate mutually executed Schedule and all resulting modifications and customizations shall remain the property of Mastercard.

8.10. Feedback. Client may, from time to time, provide suggestions, comments, feedback or other input to Mastercard with respect to a Platform, Mastercard may freely use such feedback as it sees fit in perpetuity, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise, provided that Client is not identified as the source of such feedback.

8.11. Claim. If a Platform is or, in Mastercard’s opinion, likely to become the subject of any infringement-related claim, Mastercard will use its reasonable efforts to: (a) procure the right for Client to continue to use such Platform or (b) replace or modify such Platform so that it is no longer subject to a claim, but is functionally equivalent in all material respects. If neither (a) nor (b) is commercially reasonable, Mastercard may terminate any affected Schedules and refund to Client any prepaid but unused fees thereunder. This Section 8.11 states Mastercard’s entire liability, and Client’s exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party.

9. General Terms

9.1. No Advice. Client agrees and acknowledges that Mastercard will not provide any legal, regulatory or compliance advice in the course of provision of Services, which shall be the sole responsibility of the Client. Mastercard may provide certain proposed materials and make certain recommendations in connection with these Terms and Conditions or the Enrollment Form. Client acknowledges and agrees that the Deliverables, including the recommendations suggested by Mastercard in connection with this Schedule, do not constitute legal or investment advice and Mastercard does not otherwise warrant that execution of any recommendations or guidelines contained in the Deliverables will result in compliance with applicable laws or will be up to date, complete or accurate at the time of any such execution. Client is responsible for reviewing and evaluating the appropriateness of these same materials and recommendations, as well as any decisions made or actions taken by Client in response to such proposed materials and recommendations to Client, against Client’s risk-tolerances and/or other criteria. Mastercard makes no warranty or guarantees that: (i) any assessment and recommendations arising from the Services will be effective; or (ii) the Services may provide statistically significant results with respect to any analysis, whether as a result of the fact that relevant data does not support the drawing of statistically significant results or because the data was corrupted, inaccurate, or incomplete in any way.

9.2. Applicable Standards. Mastercard and Client acknowledge and agree that the analyses and data included in the Services shall be subject to all relevant laws and regulations for each applicable country, as well as Mastercard’s contractual obligations and internal confidentiality, privacy, and data analytics guidelines and policies (“Applicable Standards”). In no event will Mastercard be obligated to supply or share any information or data which Mastercard determines, in its sole discretion, would cause Mastercard to be in violation of any such Applicable Standards. Mastercard reserves the right, in its sole discretion, to apply adjustments in order to achieve conformance with such Applicable Standards.

9.3. Notice. Any notice shall be in writing and shall be addressed to the Party entitled to such notice at the address indicated below such Party’s name as it first appears above in these Terms and Conditions and shall be given by an overnight courier delivery service. Written notice may include email notice (provided the Party receiving such notice acknowledges receipt).

9.4. Force Majeure. Neither Party shall be liable for loss or damage or be deemed to be in default under these Terms and Conditions or the Enrollment Form if its failure to perform its obligations results from or is attributable to any act of God, natural disaster, fire, strike, embargo, war, threat of terrorism, insurrection, riot or other cause or circumstance beyond the reasonable control of the Party; provided however that the foregoing shall not excuse any failure to exercise diligence by a Party to minimize the scope, extent, duration and adverse effect of any such delay in performance, on the other Party.

9.5. Waiver. A failure or delay of either Party to enforce any provision of or exercise any right under these Terms and Conditions or the Enrollment Form shall not be construed to be a waiver. No waiver by a Party or any amendment to these Terms and Conditions shall be effective unless expressly made in a signed writing, which writing shall not be an e-mail.

9.6. Severability. If any provision of these Terms and Conditions or the Enrollment Form are held by a court of competent jurisdiction to be unenforceable or invalid in any respect, such unenforceability or invalidity shall not affect any other provision, and these Terms and Conditions or the Enrollment Form shall then be construed as if such unenforceable or invalid provisions had never been part thereof.

9.7. Headings. The captions are included for convenience only and shall not affect the meaning or interpretation of the terms of these Terms and Conditions or the Enrollment Form.

9.8. Survival. All representations and warranties, and all commitments: (i) to indemnify, defend, hold harmless, or (ii) relating to confidentiality, limitations on liability, rights and obligations upon termination, and jurisdiction, and any other provision by its nature that is meant to survive shall survive any termination of these these Terms and Conditions.

9.9. Assignment. These Terms and Conditions or the Enrollment Form shall not be assigned by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any assignment or delegation made without the appropriate express written approval as required herein shall be null and void. Nothing in these Terms and Conditions or the Enrollment Form is intended to confer any benefit on any third party (whether referred to herein by name, class, description, or otherwise) or any right to enforce a term of these Terms and Conditions or the Enrollment Form.

9.10. Entire Agreement. These Terms and Conditions, including any Exhibits, and the Enrollment Form evidence the entire agreement and understanding between Mastercard and Client with respect to the transactions contemplated in the Enrollment Form and supersedes all prior agreements, representations, statements, negotiations and undertakings between the Parties, whether oral or written, concerning such transactions, except in respect of any fraudulent misrepresentations made by either Party.

9.11. Governing Law; Venue. These Terms and Conditions and all Schedules and the respective rights and obligations of the Parties shall be governed by the laws of the State of New York without reference to its conflict-of-laws or similar provisions that would mandate or permit application of the substantive law of any other jurisdiction. The federal and state courts located in Westchester County in the State of New York shall have the exclusive jurisdiction over any actions or disputes related to these Terms and Conditions or all Schedules.

9.12. Remedies. Unless otherwise expressly provided herein, any remedies stated herein are non-exclusive. In addition to these remedies, the Parties shall be entitled to pursue any other remedies that they may have at law or in equity.