1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
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1.2. “Content” means information that is subscribed to by Customer and delivered by Coviance under an Order Form or online platform and made available by Coviance or that is provided by Services made available to customer by Coviance.

1.3. “Customer Data” means electronic data and information submitted by or on behalf of Customer to Coviance or to the Services, excluding Content.

1.4. “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses
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1.5. “Order Form” means an ordering document including what is referenced and agreed upon in the fee schedule(s) (ExhibitA), or requests(s) for Services by the Customer via mail, email, phone or online platform hosted by Coviance.
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1.6. “Services” means the products and services that are subscribed to by Customer under an Order Form or online platform made available by Coviance, including associated Coviance offline or mobile components.
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1.7. “Products” means data, documents, information, proprietary technology, settlement services available to the public or otherwise which is provided through the Coviance technology. Products maybe supplied by third party contractors, vendors, or service providers(collectively “Third Party Providers”) to provide one or more of the Services or Content (the “Third Party Services and Content”)

1.8. “User” means an individual who is authorized by Customer to use or acquire Services or Products for whom Customer has purchased a subscription (or in the case of any Services provided by Coviance without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Coviance at Customer’s request) has supplied auser identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors, members,customers,, agents of Customer, and third parties with which Customer transacts business.

1.9. “Software” means any and all of Coviance proprietary technology and software offerings, including, all updates, alterations, program temporary fix (PTF), system upgrades, and user experience enhancements there to, as well as software that has been modified in any way by Coviance at the request of a customer.

2.1. Provision of Services, Products, and Content. Coviance may utilize Third Party Providers to provide Services or Content available on the online platform. Coviance may change Third Party Providers from time to time, as long as notification is provided of the change. Such Third-Party Providers shall be subject to confidentiality duties or obligations to Coviance that are no less restrictive than the terms and conditions of “Confidential Information” section below. Coviance evaluates all Third Party Providers that provide Third Party Services and Content. Customer is responsible for performing diligence on Third Party Providers to ensure Third Party Providers meet Customer’s compliance obligations.

3.1. Subscriptions. Unless otherwise provided in the applicable Order Form: (a) access to the Services, Products, and Contentis purchased as subscription(s) and as outlined for the term stated in the applicable Order Form, (b) subscriptions for additional Services, Products oraccess to Content may be added during a subscription term. Services, Products or Content added during the term are priced accordingly upon agreement andactivation, and (c) any added subscriptions will terminate on the same date asthe underlying subscriptions unless otherwise specified in an addendum executed by Coviance and the Customer. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Coviance regarding future functionality or features.
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3.2. Usage Limits. Services, Products, and Content are or maybe subject to usage limits as specified in the Order Form. If Customer exceeds a contractual usage limit, the Order Form will outline the excess usage fee (if applicable) and additional quantities of the applicable Services, Products or Content. Customer may be asked to promptly upon Coviance’s request, to pay any invoice for excess usage in accordance with the “Fees and Payment” section below.

3.3. Customer Responsibilities. Customer will(a) be responsible for Users’ compliance with this Agreement and Order Forms,(b) be responsible for maintaining their list of active Users (c) be responsible for the accuracy, quality, legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the inter operation of any Customer or third party applications with which Customer uses Services or Content, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services, Products, and Content, and notify Coviance promptly of any such unauthorized access or use,(e) use Services, Products, and Content only for lawful purposes in accordance with this Agreement, Order Forms and applicable laws and government regulations, and (f) comply with terms of service of third parties that provideany of the Services, Products or Content. Any use of the Services, Products or Content in breach of the foregoing by Customer or Users that in Coviance’s judgment threatens the security, integrity, or availability of Coviance’s services, may result in Coviance’s immediate suspension of access to the Services, Products, and Content, however Coviance will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

1.4. “Malicious Code”means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses
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3.4. Usage Restrictions. Customer will not (a)make any Service, Products or Content available to anyone other than Customer or Users, or use any Service, Products or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, Products or Content, or include any Service, Products or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful ortortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e)interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service, Products or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services, Products or Content in away that circumvents a contractual usage limit, or use any Services to accessor use any of Coviance intellectual property except as permitted under this Agreement or the Order Form, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface there of, (i) copy Content except as permitted herein or in an Order Form, (j) frame or mirror any part of any Service, Products or Content, other than framing on Customer's own intranets, (k) except to the extent permitted by applicable law, disassemble,reverse engineer, or decompile a Service, Products or Content or access it to:(1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services or Products are within the scope of any patent.

4.1. Protection of Customer Data. Coviance acknowledges that Customer may be subject to Gramm-Leach-Bliley Act (GLBA) and that Coviance may be considered a service provider under GLBA. During the term of this agreement, Coviance shall have, adequate administrative, technical, and physical safeguards designed to protect against unauthorized access to or useof Customer information maintained by it or its subcontractors or vendors that could result in substantial harm or inconvenience to Customer or any customer,as set forth in GLBA to (a) ensure the security and confidentiality of Customer’s confidential information; (b) help protect against any anticipatedor reasonably likely threats or hazards to the security or integrity of Customer’s confidential information; (c) help protect against unauthorized access to or use of Customer’s confidential information; and (d) ensure the proper disposal of Customer’s confidential information.
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4.2. California Consumer Privacy Act (CCPA) Specific Provisions. In addition to Coviance’s other obligations as set outelsewhere in this Agreement, where applicable for the purposes of the CCPA, in relation to all personal information disclosed by Customer, Coviance shall actas a “service provider” for Customer, pursuant to which: The Parties agree that all such personal information is disclosed to Coviance for one or more business purpose(s) and its use or sharing by Customer with Coviance is necessary to perform such business purpose(s); and Coviance agrees that it: (a) is prohibited from retaining, using, or disclosing personal information for any purpose other than for the specific purpose of performing the Services, specified in the Agreement, including, without limitation, from retaining, using, or disclosing such personal information for a commercial purpose other than providing the Services, Products or Content; and (b) will not further collect, sell, or use personal information except as necessary to perform the business purpose(s). For the purposes of this Section 4.2,” personal information”, “service provider,” “business purpose,” “commercial purpose,” “collects,” and “sell” shall have the meanings given to them in the CCPA.

4.3. Privacy. Customer and Coviance agree that Coviance may only use the Customer Data in accordance with the Agreement and,to the extent applicable, the most recent version of Coviance Privacy Policy located at https://www.Coviance.com/privacy-policy/ (the“Privacy Policy”), which forms part of this agreement and which Coviance mayrevise from time to time as set forth in the Privacy Policy.  Coviance may access Customer Data, in connection with monitoring the Services, Products or Content for technical performance, to respond to service or technical problems, to plan for service upgrades or enhancements, and as otherwise stated in the Privacy Policy. Coviance will not otherwise edit, or disclose Customer Data, without Customer's prior permission.

5.1. Fees. In exchange for any and allServices, Products or Content provided via Coviance to Customer, Customer shall pay Coviance the fees set forth on Order Form (Exhibit A) and/or any subsequent amendment, addendum, Statement(s) of Work, or work order agreed to inwriting.  
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5.2. Expenses. Customer may be asked and agrees to reimburse Coviance for its reasonable, pre-approved, out-of-pocket travel related expenses incurred in connection with providing training to Customer outside the scope of training outlined in the Order Form (if applicable).

5.3. Invoicing and Payment. Coviance shall provide periodic invoices (including, without limitation, a summary of all Services, Products, and/or Content purchased through the Software with respect to such period) to Customer for the fees set forth in this Agreement and the Order Form. Acceptable forms of payment are ACH, Wire Transfer, eCheck, PaperCheck, Certified Funds or Money Order or as instructed in the invoice sent tothe Customer by Coviance. Payment of fees will be due within 15 days after the date of receipt of the invoice, except where this Agreement prescribes earlier payment dates. All payments are exclusive of taxes and applicable transaction processing fees. Late payments may incur a late charge of 1.5% (or the highest rate allowable by law, whichever is lower) per month on the outstanding balance from the date due until the date of actual payment. In addition, Services are subject to suspension for failure to timely remit payment. Coviance will give Customer at least ten (10) days prior notice that its account is overdue before suspending services to Customer. Customer will reimburse Coviance for all reasonable attorneys' fees and costs associated with Coviance attempts to collect overdue payments. Such charges shall be made in advance, either annually or inaccordance with any different billing frequency stated in the applicable Order Form.

5.4. Payment Disputes. If Customer believes that Coviance invoiced Customer incorrectly, Customer must contact Coviance’s billing department, no later than fifteen (15) days after the closing date onthe first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Otherwise, Customer will be deemed to have waived the right to receive such an adjustment or credit.  Coviance will not exercise its rights under the “Invoicing and Payments” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.5. Taxes. Coviance's fees do not include anytaxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer isresponsible for paying all Taxes associated with its purchases here under. If Coviance has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Coviance will invoice Customer and Customer will pay that amount unless Customer provides Coviance with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.1. Services and Content. Subject to the limited rights expressly granted hereunder, Coviance, its Affiliates, its licensors, and its third-party providers of Services, Products, and Content reserve all of their right, title and interest in and to the Services,Products, and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Coviance grants Customer a limited revokable license for Customer and Customer’s Users to access and use subscribed to Services, Products, and Content during the term of the applicable subscription, subject to the terms of applicable Exhibits including the Order Forms and this Agreement.
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6.2. Customer Data. Subject to the limited rights expressly granted here under, Customer reserves all of their right, title and interest in Customer Data, including all of their related intellectual property rights.  Customer grants Coviance a license to use Customer data for purposes of providing and ensuring proper operation of the Services, Products, and associated systems and to perform Coviance’s obligations in accordance with this agreement. Customer represents and warrants that (a) it has all right, power, and the authority necessary for the collection, transmission, use, processing, and licensing of the Customer Data as contemplated by the Agreement; (b) it has acquired all consents necessary for use of the Customer Data under the Agreement, including consent to send and receive Text Messages or Emails. Customer is solely responsible for the accuracy, content, and legality of all Customer Data.

6.3. Usage Data. Customer hereby irrevocably consents that Coviance may collect and use data relating to Customer’s use of the Services, Products, and Content and data derived from or inferred from Customer Data (collectively, “Usage Data”), in an aggregate or other anonymized form only, in connection with creating reports, providing, operating, developing, improving, and/or optimizing any services of Coviance, including Coviance’s technology platform, the Services, Products, and Content.  

6.4. Customer Feedback. Customer hereby grants to Coviance and its Affiliates irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Usersrelating to the operation of Coviance’s or its Affiliates’ services.

7.1. From time to time during the Term of thisAgreement, either party may disclose or make available to the other party information about its business operations, technology, technology roadmap,strategies, customers, service and product partners and pricing, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “ConfidentialInformation”).  Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain or becomes part of public domain after the disclosure other than as a result of any action or omission of the receiving party in non compliance with this Agreement; (b) known to the receiving party at the time of disclosureas substantiated by written or other documentary records; (c) rightfully obtained by the receiving party on a non-confidential basis from a third-party where such third-party was not or is not, at the time of such receipt, under a contractual obligation to maintain the confidentiality of the information; or(d) independently developed by the receiving party, as substantiated by written or other documentary records, without reference to or use of any Confidential Information. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, contractors, agents, and subcontractors who have a need toknow the Confidential Information for the receiving party to exercise itsrights or perform its obligations hereunder. Not with standing the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given prior written notice to the other party and made a reasonable effort to obtain a protective order.

8.1. Customer shall indemnify, hold harmlessand defend Coviance, its shareholders and the directors, officers, employees,Affiliates, licensors, and subcontractors from and against any and all losses,claims, damages, costs, expenses, or liabilities, including but not limited to reasonable attorney’s fees and court costs alleged by a third party inconnection Customer’s use of the Services, Products or Content in violation ofthis Agreement.

9.1.   EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES AND CONTENT AREPROVIDED “AS IS,” AND “AS AVAILABLE” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. LENDERCLOSE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION,DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

10.1. Limitation of Liability. IN NO EVENTSHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

10.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ERROR OR FAULT OR DELAY OR INTERRUPTION OF SERVICES OR ACCESS TO CONTENT, LOSS OR CORRUPTION OR  INACCURACY OF DATA OR CONTENT OR WORK PRODUCTOR OTHER INFORMATION RESULTING FROM USE OF THE SERVICES, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR CONTENT, ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION ORPUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OFTHE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11.1. Any and all extensions of credit, granting of loans, and/or financial transactions by Customer with its users,members, and customers are the sole decision of Customer and are made at Customer’s own risk. Coviance and its Affiliates and the respective officers,directors, employees, and agents of each shall not be responsible in any manner for (i) such Customer decisions, and (ii) the consequent performance obligations of Customer’s users, members and/or customers under any credit,loan, or financial agreement by and between Customer and its users, members and/or customers. In no event shall the approval by the Services, Products or Content of any credit application, loan application, and/or financial transaction be deemed an assurance or guarantee that Customer’s users will repay any indebtedness, obligations, fees, underlying principal monies,interest payments, and the like to Customer, and Coviance and its Affiliates and the respective officers, directors, employees, and agents of each expressly disclaim any liability of, concerning, or relating to the compliance by Customer users with any such financial agreement terms. Customer shall indemnify, defend, and hold harmless Coviance and its Affiliates and the respective officers, directors, employees, and agents of each from and againstany damages arising from (i) the extensions of credit, and/or granting of loans by Customer to its users, members, and/or customers; and (ii) the refusal and/or denial of credit, and/or rejection of loan applications by Customer toits users, members, and/or customers. Customer is responsible for its own compliance with laws and regulations with respect to Services, Products, and Content and shall bear its own cost relating to such compliance.

12.1. Term of Agreement.
This Agreement shall commence on the date of the Parties enter into the first Order Form and continue until the expiration or termination of all Order Form(s). The term ofeach Order Form is as specified in such Order Form.

12.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form,subscriptions will automatically renew for additional periods equal to the expiring subscription term or one (1) year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least sixty(60) days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, each renewal of subscriptions will be subject to a fee increase.

12.3. Termination. A party may terminate this Agreement for cause (a) upon sixty (60) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If this Agreement is terminated by Coviance in accordance with this “Termination” section, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Coviance for the period prior to the effective date of termination.

12.4. Return of Products, and Customer Data. Immediately following the termination of this Agreement, Customer shall ceaseusing all Products and Services and shall return to Coviance all implementation materials and Confidential Information provided or made available to Customer(or, at Coviance’s option, certify in writing that all implementation materialsand Confidential Information (as well as all copies there of) have been destroyed). No later than thirty (30) days prior to termination of this Agreement, Customer shall advise Coviance in writing as to the disposition of all Customer Data that is stored as part of the Coviance Services delivered here under. Should Customer issue a written request for return of such Customer Data, said extraction shall be scoped and priced at the professional service rate of $195.00 per hour or the then-prevailing current rate, not to exceed ten thousand dollars ($10,000).

12.5. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidential Information,” “Indemnification”, “Disclaimers,” “Limitation of Liability,”“Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Security” will survive any termination or expiration of this Agreement for so long as Coviance retains possession of Customer Data.

13.1. Applicable Law and Venue. The validity,meaning and effect of this Agreement shall be interpreted in accordance withthe laws of the State of Iowa, without regard to its conflicts of laws principles. Each party acknowledges and agrees that the exclusive jurisdictionfor any action arising under this Agreement shall be Polk County, IA.

13.2. Arbitration. The Parties may elect toenter non-binding mediation to settle disputes arising out of this Agreement. Otherwise any and all disputes arising under this Agreement will go to arbitration. The arbitration will be held before one arbitrator under the arbitration rules of the American Arbitration Association (“AAA”) in force atthat time. The arbitration will be conducted in Polk County, Iowa. The arbitrator will be selected pursuant to the AAA rules. Should no AAA ruleregarding the selection of an arbitrator be in effect, you will select anarbitrator from a panel of arbitrators acceptable to Coviance. Each party willbear its own cost and expenses in connection with any arbitration, however the prevailing party, as determined by the arbitrator(s) will be entitled torecover reasonable legal fees and expenses as the arbitrator(s) deem appropriate. The Parties agree that the decision of the arbitrator(s) will be final and binding.

13.3. Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the Parties here to and their respective successors and assigns provided, however, that neither party shall transfer, pledge or assign this Agreement or any part, interest in, obligation hereunder or compensation due to it hereunder without obtaining the prior written consent of the other party in each instance, except that Coviance may assign or otherwise transfer the Agreement without Customer’s consent, in whole or in part, to an affiliate or otherwise in connection with a merger, acquisition, sale of all or substantially all of its assets, or other similar corporate reorganization.

13.4. Severability. If any provision of theAgreement is found to be unenforceable or invalid, that provision will belimited or eliminated to the minimum extent necessary so that the Agreementwill otherwise remain in full force and effect and enforceable.
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13.5. Entire Agreement. This written Agreement, the Order Form(s), and the Privacy Policy contain the entire agreement between the Parties and supersedes all prior and collateral representations, promises and conditions in connection with the subject matter hereof. Any representation, promise or condition not incorporated in this Agreement shall not be binding on either party.

13.6. Construction.  The Agreement is the result of negotiations among, and has been reviewed by, the Parties. Accordingly, the Agreement shall be deemed to be the product of both Parties, and no ambiguity shall be construed in favor of, or against, either party.

13.7. Force Majeure. Neither Coviance nor its Affiliates, vendors, or subsidiaries shall be liable or responsible, nor be deemed to have defaulted under or breached this Agreement, for any failure ordelay in fulfilling or performing any term of this Agreement due to or arising out of any of the following force majeure events (“Force Majeure Events”): (a)acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion,hostilities (whether war is declared or not), terrorist threats or acts, riot,or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; (i) shortage of adequate power; (j) failure of communication networks, or (k) other similar events beyond the reasonable control of the party affected by the Force Majeure Event.

13.8. Error Notifications. Customer shall give Coviance prompt notice of any error, malfunction, omission, or interruption ofthe Services. Such notice shall include all pertinent information necessary to assist Coviance in attempting to discover the cause of the failure and its prevention.

13.9. Headings. The captions or headings contained in the Agreement are inserted and included solely for convenience and shall never be considered or given any effect inconstruing the provisions hereof if any question of intent should arise.

13.10. Non-Waiver. No failure by one party totake action on account of any default by another party, whether in a single instance or repeatedly shall constitute a waiver of any such default or of the performance required by such other party.

13.11. Execution. This Agreement may be executed in counter parts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means ofelectronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement

13.12. Non-Exclusive. Coviance retains the right to perform the same or similar type of services for third parties during the term of this Agreement.

13.13. Publicity, Advertising and Promotion. Use of Logo for Promotional and Marketing Materials. Customer provides Coviance with permission to use its trademark, logo and trade name (“Branding”) within Coviance’s promotional and marketing materials. Coviance is granted no other right to the Branding and acknowledges that it shall not gain any proprietary interest in the same. Coviance is under no obligation to make use of, or to provide compensation for, the right or permission granted by Customer to the Branding. Coviance shall be the exclusive owner of all right, title, and interest, including copyright in its promotional and marketing materials. The permission to use the Branding may be terminated at any time by Customer by providing thirty (30) days’ written notice to Coviance. Upon such termination,Coviance shall refrain from future use of the Branding; however, Coviance may continue to distribute and use the promotional and marketing materials where Customer’s Branding has been previously printed prior to the notice of termination and where such placements cannot be discontinued or altered without Coviance incurring a penalty. Customer may use Coviance's name, logo and/ortrademark in Customer's promotional and marketing materials, with prior written consent of Coviance.

13.14. Replacement of Prior Agreements. The Parties acknowledge that any prior agreements are hereby replaced in theirentirety by this Agreement. This Agreement shall be effective, and any prior agreements shall be terminated, upon the execution of this Agreement by the Parties. Upon such execution, all provisions of and prior agreements are hereby superseded in their entirety and replaced herein and shall have no furtherforce or effect

13.15. Notice. All notices shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) by email(deemed delivered on the date a live person sends a responsive email acknowledging receipt); or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section).

If to Coviance (Address):
3001 Westown Parkway, Ste 200
West Des Moines IA 50321
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Date Last Updated: 1/9/23