Master Services Agreement

This Master Services Agreement (this “Agreement”) is entered into as of the effective date specified in the initial Order Form (as defined below) (the “Effective Date”), by and between Armstrong Software, LLC (doing business as “App My Community”, and referred to in this Agreement as the “Company”) and the client entity identified in such initial Order Form (“Client,” and together with the Company, the “Parties”) to govern the respective rights and obligations of the Parties with respect to Client’s access to and usage of the Company’s smartphone application, currently called the App My Community Mobile App (the “Product”), provided on a private-label basis for use by Client’s customers, guests, members, residents or other end users (collectively, the “End Users”).

NOW, THEREFORE, in consideration of the promises, conditions, covenants and warranties herein contained, the Parties agree as follows:

1. Rights Granted to Client. 
   a. License Grant. The Company hereby grants Client a limited, non-exclusive, non-transferable, revocable license to use the Product during the License Term in accordance with the terms of this Agreement and the applicable Order Form(s). For purposes of this Agreement, an “Order Form” means a written ordering document (which may be titled “Order Form”, “Quote”, “Statement of Work”, or similar) that (i) references this Agreement and (ii) is accepted by both of the Parties (including via electronic consent as permitted herein). The Parties may enter into multiple Order Forms under this Agreement, including Order Forms to add Locations, change Product tiers or configurations, add services, or modify commercial terms. Each Order Form is incorporated into and governed by this Agreement.
   b. Product Access and Ancillary Services. The Company offers access to the Product, which enables Client to design, configure, and customize the appearance and content of the Product using the administrative tools made available by the Company, and to administer and manage Client’s own content within the Product, as further described in the applicable Order Form(s). Except as expressly set forth in an applicable Order Form, the Company does not provide design, customization, content management, or development services, and any such services shall be separately agreed upon and may be subject to additional fees.
   c. Branding. Client may use its name, logo(s), trademarks, service marks and branding material (collectively, “Client Branding”) within the Product as presented to the End Users. Client grants to the Company a limited, non-exclusive, non-transferable, royalty-free license during the License Term to use Client Branding solely as necessary to configure, host, operate, support, and provide the Product to Client and End Users, including to display such Client Branding within the Product and (to the extent necessary) in app store listings and related submission materials. Notwithstanding the foregoing, the Company may include non-intrusive attribution within the Product such as “powered by App My Community” (or similar wording), in a manner consistent with applicable app store requirements and the Company’s standard practices.
   d. Advertising. Client may sell advertising space within the Product, subject to compliance with applicable law and this Agreement. Client shall be deemed the advertiser-of-record for, and shall be solely responsible for, all advertising content displayed in the Product at Client’s direction, including ensuring that such advertising content complies with applicable law and does not infringe any third-party rights. The Company may establish reasonable advertising guidelines and technical specifications, and the Company reserves the right to reject, remove, disable, or require modification of any advertising content that the Company reasonably determines to be unlawful, infringing, deceptive, defamatory, obscene, hateful, unsafe, or otherwise objectionable, or that violates applicable app store requirements, materially degrades Product performance, or presents a security risk.
   
   
2. Company’s Rights and Obligations. The Company represents and warrants that it has the right to license the Product as contemplated by this Agreement. Except for the limited rights expressly granted to Client herein, the Company reserves all rights of every kind and nature in and to the Product.
   
   
3. Client’s Rights and Obligations. Client’s rights are limited to those explicitly granted herein. Any other access to and use of the Product must be approved in writing by the Company.

    

   Client hereby acknowledges the Company’s right, title, and interest in and to the Product and agrees not to claim any title to or other ownership interest in the Product or any right to use the Product except as expressly permitted by this Agreement. All uses of the Product and all goodwill arising therefrom shall inure solely to the benefit of the Company. Client shall not challenge, or encourage any third party to challenge, the Company’s rights in or to the Product or any related intellectual property, including, without limitation, any application for registration thereof or any trademark, copyright, or other registration thereof or any of the Company’s rights in any of the foregoing.

   Client shall not (i) decompile or reverse engineer the Product or otherwise attempt to obtain the source code for the Product; (ii) sublicense or allow any unauthorized third party to use the Product; (iii) use the name or proprietary logo(s) of the Company without the Company’s prior written consent; (iv) use the Product for any purpose other than as expressly permitted under this Agreement; (v) access or use the Product in a manner that materially interferes with the Company’s operation of the Product or the use of the Product by the Company or its other customers; (vi) use the Product or Company’s confidential information to develop or launch a directly competing mobile application or platform; (vii) access or use the Product in violation of applicable law or applicable app store requirements; (viii) fail to use commercially reasonable efforts to protect the security and confidentiality of Client’s administrative account credentials and ensure that only authorized personnel have administrative access to the Product on Client’s behalf; (ix) upload, submit, transmit, or otherwise make available through the Product any content that is unlawful, infringing, defamatory, obscene, hateful, or malicious, or that contains viruses, malware, or other harmful code; or (x) circumvent, disable, or otherwise interfere with security-related features of the Product, or probe, scan, or test the vulnerability of the Product without the Company’s prior written consent.

4. Set up. For purposes of this Agreement, the Company shall provide Client access to the Product’s administrative dashboard for customization by Client. The Company will use commercially reasonable efforts to assist Client with the initial set-up of the Product and submit the Product to the Apple App Store and Google Play Store on Client’s behalf, provided that Client timely supplies all required information, approvals, content, branding materials, and app store acknowledgments. Any onboarding fee, setup fee, or similar implementation-related fees shall be as specified in the applicable Order Form. Unless otherwise specified in the applicable Order Form, the Product will be submitted and maintained under the Company’s developer accounts for the Apple App Store and Google Play Store.
   
   
5. Product Updates. The Company may, from time to time and at its sole discretion, add to, modify, or remove Product features, provided that such changes do not (in the reasonable opinion of the Company) materially and adversely impact the overall functionality of the Product. The Company also may from time to time implement updates and changes as necessary to maintain the security of the Product, to comply with applicable law, or to comply with app store requirements.
   
   
6. Mobile App Format. The Company shall provide a directory format mobile application that may include listings of one or more of Client properties or locations (each, a “Location”, and collectively, the “Locations”). At Client’s discretion, individual Locations may be listed as a business page or upgraded to a full-functionality mobile application, as may be specified in the applicable Order Form.
   
   
7. Term and Termination of Rights.
   a. Term. The term of this Agreement shall be for the initial term specified in the applicable Order Form (the “Initial Term”). Upon expiration of the Initial Term, and unless earlier terminated as provided herein, this Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of its election not to renew to the other Party at least thirty (30) days’ prior to the expiration of the then-current term of this Agreement (each, a “Renewal Term”, and collectively with the Initial Term and all Renewal Terms, as applicable, the “License Term”)
   b. Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any material covenant, term or condition of this Agreement, and such breach continues for a period of ten (10) days after written notice specifying the breach has been given to the breaching Party.
   c. Effect of Termination. Upon termination or expiration of this Agreement, Client shall cease all access to and use of the Product and return or destroy any confidential materials of the Company, including confidential information related to the Product, in Client’s possession or control. Client shall have no further right to access or use the Product following termination or expiration. Upon termination or expiration of this Agreement for any reason, the Company shall, within thirty (30) days of Client’s written request, provide Client with an export of Client Data in a commercially reasonable, structured, and machine-readable format (such as CSV and/or JSON). The Company may charge reasonable, documented professional services fees (at the Company’s then-current rates) for assistance beyond the Company’s standard export functionality, but shall not withhold Client Data pending payment of any disputed amounts. This export obligation applies solely to Client Data and shall not include the Company’s proprietary software, systems, or other intellectual property, and nothing herein shall be construed as granting Client any continuing license, access rights, or ownership interest in the Product following termination. The Company may retain copies of Client Data to the extent required for legal, regulatory, backup, archival, or compliance purposes, subject to its confidentiality obligations under this Agreement.
   d. Survival. Termination or expiration of this Agreement shall not extinguish either Parties’ obligations under this Agreement which by their terms or nature are intended to survive and continue after the date of termination or expiration, including obligations relating to intellectual property rights, indemnification, limitation of liability, and confidentiality, and any payment obligations that accrued prior to termination or expiration.
   
   
8. Payment. Unless specified otherwise in the Order Form: (i) upon Client’s acceptance of the initial Order Form, Client shall pay to the Company (a) the per-Location annual license fee for the Product that is specified in the initial Order Form (the “Annual Product License Fee”), and (b) the per-Location onboarding fee specified in the initial Order Form (the “Onboarding Fee”); and (ii) prior to the start of each Renewal Term, Client shall pay to the Company the Annual Product License Fee for such Renewal Term at the Company’s then-current per-Location annual license fee rate. The Company reserves the right, in its sole discretion, to modify the per-Location annual license fee for future Renewal Terms by providing written notice to Client at least sixty (60) days prior to the expiration of the then current term.
   a. Additional Locations: Additional Locations may be added to the Client’s Product from time to time during the License Term at the then-current per-Location annual license fee rate; provided that such fee shall be equitably pro-rated for the remaining portion of the then current Initial Term or Renewal Term, and the term for any such additional Location(s) shall be coterminous with the then current Initial Term or Renewal Term. Additional Locations may be added via an additional Order Form.
   b. Consequences of Failure to Pay:  The Company may suspend Client’s access to the Product for non-payment upon written notice (which may be provided by email) and a reasonable opportunity to cure (not less than five (5) days). Client shall be responsible for all reasonable costs of collection incurred by the Company in connection with overdue amounts, including reasonable attorneys’ fees.
   
   
9. Support Terms. The Company will provide reasonable technical support for the Product. Support requests must be submitted to the Company using the contact information designated by the Company from time to time, and shall include a detailed description of the problem and the circumstances in which the problem arose. The Company will use commercially reasonable efforts to respond to technical support requests within (2) two business days.
   
   
10. End User Data. To the extent an End User provides Client with such End User’s name or email address through the End User’s use of the Product (“End User Contact Information”), the Company shall use such End User Contact Information, and shall share such End User Contact Information only with third-party service providers engaged by the Company to support and operate the Product, solely in connection with the provisioning of the Product to Client and the performance of the Company’s obligations under this Agreement, and the Company shall not otherwise disclose such End User’s Contact Information to any third-party without Client’s consent, except as required by law or court order. This provision shall not apply if an End User independently provides End User Contact Information to any third-party. The Company’s use and disclosure of personal information in connection with the Product is further described in the Company’s Privacy Policy, which is incorporated by reference into this Agreement.
    
    
11. Client Data. For purposes of this Agreement, “Client Data” means all data, content, materials, and information submitted to, uploaded to, transmitted through, or otherwise made available to the Product by or on behalf of Client or its End Users, including without limitation membership lists, user lists, text, images, and content entered directly into the Product. As between the Parties, and except as expressly provided otherwise in this Agreement: (a) Client retains all right, title, and interest in and to Client Data; and (b) the Company shall use Client Data provided through the Product solely for the purpose of providing, operating, supporting, and improving the Product for Client and performing its obligations under this Agreement, and shall share such Client Data only with third-party service providers engaged by the Company to support and operate the Product, solely in connection with the provisioning of the Product to Client and the performance of the Company’s obligations under this Agreement, in each case subject to appropriate confidentiality obligations, and the Company shall not otherwise disclose such Client Data to any third-party without Client’s consent, except as required by law or court order. In particular, the Company shall not use Client Data that is provided in the form of membership lists, user lists or content entered directly into the Product for any marketing purposes without Client’s consent. The Company’s use and disclosure of personal information in connection with the Product is further described in the Company’s Privacy Policy, which is incorporated by reference into this Agreement. Notwithstanding the foregoing, the Company may collect, use, analyze, and disclose data derived from Client Data in aggregated and/or de-identified form for purposes of operating, maintaining, improving, and enhancing the Product and the Company’s other products and services, and for other internal business purposes, including analytics, benchmarking and research.
    
    
12. Ownership of Intellectual Property; Confidentiality.
    a. Intellectual Property of the Company. The Company is the exclusive owner of the Product and all intellectual property rights associated with the Product, including software and copyrights, even if the Company incorporates into the Product suggestions made by Client.
    b. Intellectual Property of Client. Client is the exclusive owner of its name, logo(s), trademarks, URLs, and other intellectual property.
    c. Use of Client’s Name. The Company may, but is not required to, advertise that Client uses the Product.
    c. Confidentiality. Each Party (the “Receiving Party”) may receive Confidential Information (as defined below) of the other Party (the “Disclosing Party”) in connection with this Agreement. “Confidential Information” means non-public information disclosed by the Disclosing Party 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, including the Product, non-public technical information, and non-public business information. The Receiving Party will use the Disclosing Party’s Confidential Information solely to perform its obligations under this Agreement and will protect such Confidential Information using reasonable care, but in no event less than the care it uses to protect its own confidential information of a similar nature. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party except to its employees, contractors, or service providers who have a need to know such information for purposes of performing under this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose Confidential Information if required by law or court order, provided that the Receiving Party gives the Disclosing Party prompt notice (to the extent legally permitted) and cooperates, at the sole cost of the Disclosing Party, with the Disclosing Party’s efforts to seek confidential treatment.
    
    
13. Warranty. Each Party represents and warrants to the other Party as follows: (i) such Party has the full right, power, and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) this Agreement does not conflict with or will not result in a default or loss of rights under, any other agreement by which such Party is bound; and, (iii) this Agreement constitutes the valid and binding obligation of such Party enforceable in accordance with its terms. FOR THE AVOIDANCE OF DOUBT, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY LICENSES THE PRODUCT TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCT. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY CLIENT OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR OTHERWISE PROVIDED BY OR THROUGH THE PRODUCT. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT ANY DEFECTS WILL BE CORRECTED.
    
    
14. Indemnification. Client shall indemnify, defend and hold harmless the Company, its successors, assigns, and licensees, and their respective officers, directors, agents and employees, from and against any and all third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), to the extent arising out of or relating to: (i) any content, data, images, branding, or other materials provided, uploaded, approved, or directed by Client or Client’s End Users for use in the Product; (ii) Client’s or Client’s End Users use or misuse of the Product in violation of this Agreement, the Product’s documentation, or applicable law; (iii) any instructions, specifications, or directions provided by Client; or (iv) Client’s or Client’s End Users’ gross negligence or willful misconduct in connection with Client’s or Client’s End Users’ use of the Product. The foregoing indemnity shall not apply to the extent a claim arises from the Company’s gross negligence or willful misconduct. As a condition to receiving indemnification hereunder, the Company shall: (a) promptly provide Client with written notice of the claim (provided that any delay in providing notice will not relieve Client of its obligations except to the extent Client is materially prejudiced by such delay); (b) tender to Client sole control over the defense and settlement of the claim, except that the Company may participate in the defense at its own expense with counsel of its choosing; and (c) reasonably cooperate with Client, at Client’s reasonable request and expense. Client shall not settle any claim without the Company’s prior written consent if such settlement (1) imposes any obligation on the Company other than a monetary obligation fully indemnified by Client, (2) includes any admission of liability by the Company, or (3) does not include a full and unconditional release of the Company.

     

    The Company shall indemnify, defend and hold harmless Client, its successors, assigns, and licensees and their respective officers, directors, agents and employees, from and against any and all third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), to the extent such claims arise out of or result from any claim alleging that the unmodified Product, as provided by the Company, infringes a U.S. copyright, trademark, patent, or trade secret (an “IP Claim”). If an IP Claim occurs, or in the Company’s reasonable opinion is likely to occur, the Company may, at its option, either: (a) procure the right for the Client to continue using the Product (or, if applicable, the affected portion of the Product); (b) modify or replace the Product to be non-infringing while substantially preserving its functionality; or (c) terminate the affected portion of this Agreement and refund any prepaid fees for the remainder of the applicable term. Notwithstanding the foregoing, the Company shall have no obligation to indemnify or hold harmless Client for any claims arising out of or relating to: (1) any content, data, or materials provided, uploaded, or distributed by Client or Client’s End Users; (2) Client’s or Client’s End User’s modification, configuration, or misuse of the Product in violation of this Agreement, the Product’s documentation, or applicable law; (3) the combination or use of the Product with any materials, systems, or software not provided by the Company; or (4) any instructions, specifications, directions, or information supplied by Client. As a condition to receiving indemnification hereunder, Client shall: (A) promptly provide the Company with written notice of the claim (provided that any delay in providing notice shall not relieve the Company of its obligations except to the extent the Company is materially prejudiced by such delay); (B) tender to the Company sole control over the defense and settlement of the claim, except that Client may participate in the defense at its own expense with counsel of its choosing; and (C) reasonably cooperate with the Company, at the Company’s reasonable request and expense. The Company shall not settle any claim without Client’s prior written consent if such settlement (I) imposes any obligation on Client other than a monetary obligation fully indemnified by the Company, (II) includes any admission of liability by Client, or (III) does not include a full and unconditional release of Client. The indemnities in this Section constitute Client’s sole and exclusive remedy for any alleged or actual IP Claim or for any other claims covered by this Section.
    
    
15. Limitation of Claims. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES, INCLUDING ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT BY EITHER PARTY OR ANY OTHER PERSON AND THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, SHALL A PARTY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, AND/OR REPRESENTATIVES HAVE ANY LIABILITY OR OBLIGATION TO THE OTHER PARTY OR TO ANY OF THE OTHER PARTY’S OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS AND/OR REPRESENTATIVES FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, ANY LOST PROFITS, ANTICIPATED INCOME OR PROFITS OR OTHER SIMILAR DAMAGES, ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES AND/OR OTHER DIRECT DAMAGES. NOTWITHSTANDING THE FOREGOING OR ANY CONTRARY PROVISION OF THIS AGREEMENT, NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT ANY PARTY’S INDEMNITY OBLIGATIONS FOR THIRD-PARTY ACTIONS, CLAIMS, OR PROCEEDINGS.
    
    
16. Limitation of Damages. THE COMPANY’S TOTAL LIABILITY UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION, AND WHETHER BEFORE OR AFTER ITS TERMINATION, SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO THE COMPANY BY THE CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    
    
17. Miscellaneous
    a. Successors/Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns. This Agreement and the rights hereunder are personal to Client and may not be transferred or assigned, in whole or in part, by Client without the Company’s prior written consent. Any transfer or assignment of this Agreement shall be void and of no force and effect unless permitted in accordance with the express provisions hereof.
    b. Injunctive Relief. Client acknowledges that monetary damages may not be an adequate remedy for a breach or threatened breach by Client of the provisions of this Agreement and that the Company shall be entitled to seek the enforcement of this Agreement by injunction, specific performance, or other equitable relief, without prejudice to any other rights and remedies that the Company may have.
    c. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law principles, and jurisdiction of any and all disputes will lie exclusively in the state courts located in Lincoln County, Missouri, and the federal courts located in the Eastern District of Missouri. Client consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.
    d. Notice. All notices under this Agreement shall be in writing and shall be deemed given: (i) when delivered personally; (ii) when sent by a nationally recognized overnight courier (with written confirmation of receipt) to the notice address specified in the most recent Order Form; or (iii) when sent by email to the notice email address specified in the most recent Order Form, provided that no automated message or other notice of delivery failure is received by the sending Party. Notices shall be effective upon delivery (or, in the case of email, upon transmission) if sent during normal business hours on a business day, and otherwise on the next business day. Each Party may update its notice information by written notice to the other Party in accordance with this Section.
    e. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable (in whole or in part for any reason), the remaining provisions of this Agreement shall remain in full force and effect.
    f. Waiver. Any failure of either Party to enforce any provision of this Agreement, or any right or remedy provided for herein, shall not be construed as a waiver, estoppel with respect to, or limitation of that Party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
    g. Entire Agreement. This Agreement, together with all Order Forms, represents a single agreement, as well as the entire agreement with respect to the subject matter hereof. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing accepted by both of the Parties.
    h. Order of Precedence. In the event of any conflict or inconsistency among the documents comprising the Parties’ agreement with respect to the subject matter hereof, the following order of precedence shall apply: (i) the applicable Order Form, but only to the extent that such Order Form expressly states an intent to override or modify a specific provision of this Agreement and only with respect to commercial or operational terms customarily set forth in an Order Form (including pricing, fees, payment terms, Locations, subscription tier, or services purchased); (ii) this Master Services Agreement; and (iii) any policies, guidelines, or online terms referenced herein, including the Company’s Privacy Policy. For the avoidance of doubt, no Order Form shall modify this Agreement by implication, and no referenced policy, guideline, or online term shall be deemed to modify or override any provision of this Agreement unless this Agreement expressly permits such modification, and in no event shall any such policy or online term modify the provisions governing fees, payment obligations, intellectual property ownership, indemnification, limitations of liability, or governing law. Multiple Order Forms may be entered into under this Agreement, and in the event of a conflict between Order Forms, the Order Form with the later effective date shall control solely with respect to the Products, Locations, or services expressly covered by such Order Form.
    i. Independent Contractors. The Parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, or agency relationship.
    j. Force Majeure. Neither Party shall be liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental actions, or failures of utilities or networks.
    k. Electronic Acceptance. This Agreement and any Order Form may be accepted electronically, including by click-through or similar electronic consent, and such acceptance shall be legally binding and enforceable.