POPin Subscription Agreement

Last Revised: June 9, 2023.

This POP​in​ Subscription Agreement (this “​Agreement​”) is between the subscriber identified in the online or DocuSign order form (”​Subscriber​”) and MG Advisory (“​POPin​”) and is effective as of the date of last signature (the “​Effective Date​”). This Agreement sets forth the terms pursuant to which Subscriber will be permitted to use certain of POPin’s service offerings.

The parties agree as follows:

1. DEFINITIONS

   a. “​App​” means a mobile application made available by POPin to Subscriber as part of a Service.

   b. “​Authorized User​” means an employee or agent of Subscriber who is authorized by Subscriber to use the applicable Service.

   c. “​Documentation​” means user documentation, in all forms, relating to a Service (e.g., user manuals, on-line help files, etc.) provided by POPin to Subscriber.

   d. “​Order Form​” means an executed quote or other ordering document or online order specifying the details regarding a Service to be provided hereunder that is entered into between Subscriber and POPin, including any addenda and supplements thereto.

   e. “​Order Term​” means the length of Subscriber’s subscription for the applicable Service under a specific Order Form as specified on the applicable Order Form.

   f. “​Scope Limitations​” means the limitations on Subscriber’s use of the POPin Services specified in the applicable Order Form.

   g. “​Service​” means the web-based services and, to the extent applicable to a particular service, related mobile application(s), that are provided by POPin to Subscriber pursuant to this Agreement, as identified in the applicable Order Form.

2. SCOPE OF AGREEMENT
   This Agreement covers Subscriber’s use of all Services specified on Order Forms that reference this Agreement during the applicable Order Term. Each Order Form is incorporated by reference into this Agreement.

3. USE OF THE SERVICE

   a. Use of the Service​. Subject to the terms and conditions of this Agreement and Subscriber’s payment of all fees, POPin grants to Subscriber a limited, non-exclusive, non-transferable (except as permitted pursuant to Section 11.f) right during the applicable Order Term to, with respect to each Order Form: (i) access and use the applicable Service and (ii) permit Authorized Users to access and use the applicable Service and, if applicable to the particular Service, download and use the associated App on compatible, authorized devices that such Authorized Users own or control; in each case (i) and (ii), solely in connection with Subscriber’s internal business purposes. Subscriber’s right to use each Service is subject to the applicable Scope Limitations and contingent upon Subscriber’s compliance with the Scope Limitations.

   b. Use of the Documentation​. Subject to the terms and conditions of this Agreement, POPin grants to Subscriber a limited, non-exclusive, non-transferable license, without right of sublicense, during the applicable Order Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the applicable Service and the App in accordance with this Agreement.

   c. Use Restrictions​. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Subscriber will not, and will not permit or authorize Authorized Users or third parties to do or attempt to do any of the following: (i) rent, lease, or otherwise permit third parties to use any Service or Documentation; (ii) use any Service to provide services to third parties (e.g., as a service bureau); (iii) circumvent or disable any security or other technological features or measures of any Service; (iv) attempt to derive the source code of, modify, create derivative works of any Service, any updates, or any part thereof; (v) use any Service for any illegal purpose or in violation of any local, state, national, or international law; (vi) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right; (vii) post, upload, or distribute any User Content (defined below) or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; (viii) interfere with the operation of any Service or any user’s enjoyment of any Service; or (ix) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission.

   d. Compliance with Laws​. Subscriber will comply with all applicable laws, rules, and regulations in its performance of this Agreement.

   e. Protection against Unauthorized Use​. Subscriber will be responsible for all use of each Service and Documentation associated with Subscriber, including by Authorized Users and unauthorized users who obtained access to any Service or Documentation directly or indirectly through Subscriber. Subscriber will prevent any unauthorized use of each Service and Documentation and immediately notify POPin in writing of any unauthorized use that comes to Subscriber’s attention. If there is unauthorized use by anyone who obtained access to a Service directly or indirectly through Subscriber, Subscriber will take all steps reasonably necessary to terminate the unauthorized use. Subscriber will cooperate and assist with any actions taken by POPin to prevent or terminate unauthorized use, reproduction, or distribution of any Service or Documentation.

   f. Reservation of Rights​. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of each Service (“​Materials​”) are protected by intellectual property and other laws. Each Service and all Documentation and Materials are owned by POPin or its licensors, POPin grants to Subscriber a limited right to use and provide access to the applicable Service and Documentation solely as described under this Agreement. Subscriber will not have any rights to any Service or Documentation except as expressly granted in this Agreement. POPin reserves to itself and its licensors all rights to each Service and all Documentation not expressly granted to Subscriber in accordance with this Agreement.

   g. Third-Party Services and Linked Websites​. POPin may provide tools through the Service that enable an Authorized User to export information, including User Content, to third-party services. By using one of these tools, Subscriber agrees, on behalf of itself and Authorized Users, that POPin may transfer that information to the applicable third-party service. Third-party services are not under POPin’s control, and, to the fullest extent permitted by law, POPin is not responsible for any third-party service’s use of Authorized Users’ exported information. The Service may also contain links to third-party websites. Linked websites are not under POPin’s control, and POPin is not responsible for their content.

   h. Third-Party Software​. A Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“​Third-Party Components​”). Although each Service is provided to Subscriber subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict Subscriber from obtaining Third-Party Components under the applicable third-party licenses or to limit Subscriber’s use of Third-Party Components under those third-party licenses.

   i. Feedback​. If Subscriber provides any feedback to POPin concerning the functionality and performance of a Service (including identifying potential errors and improvements), Subscriber hereby grants POPin an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit that feedback in any manner and for any purpose, including to improve any Service and create other products and services.

   j. Authorized Users​. Each Authorized User will be issued an account to access the applicable Service. Each issued account is personal to the Authorized User it is issued to and may not be used by any other individuals, or transferred or deactivated without POPin’s prior written consent. Subject to the terms of this Agreement, POPin may agree to transfer an Authorized User account to another Authorized User for the remainder of the applicable Order Term. Subscriber will ensure that each Authorized User complies with this Agreement. Subscriber shall remain primarily liable to POPin for its Authorized Users’ use of the applicable Service, and any act or omission of any Authorized User that would be a violation of this Agreement will be deemed to be a violation by Subscriber.

   k. Audit​. Upon reasonable notice to Subscriber, and upon a schedule that is mutually agreed upon by the parties, POPin shall be permitted to audit Subscriber’s use of any Service in order to determine Subscriber’s compliance with the terms of this Agreement. Subscriber shall reasonably cooperate with POPin with respect to its performance of such audit.

   l. Data Retention​. POPin is not responsible for performing, and is not liable for any failure to perform, any back-up of any data provided, processed, or stored by Subscriber or Authorized Users in or through any Service. POPin recommends that Subscriber perform regular exports and back-ups of Subscriber’s data.

   m. Data Ownership​. Subscriber shall own all right, title, and interest in and to any data that is collected by POPin from Subscriber in connection with Subscriber’s use of any Service (“​Data​”). Subscriber hereby grants POPin a perpetual, non-exclusive license to use such Data: (i) in order to provide each Service to Subscriber and Authorized Users; (ii) for statistical use (provided such data is de-identified); and (iii) as necessary to monitor and improve each Service. If users participate in POPin anonymously, whether by answering a question, or voting, or commenting, Subscriber acknowledges and agrees that POPin will not share such users’ identity with Subscriber.

4. USER CONTENT

a. User Content Generally​. Certain features of the Service may permit users to upload content to the Service, including answers, comments, photos, video, images, folders, data, text, and other types of works (“​User Content​”) and to publish User Content on the Service. As between POPin and Subscriber. Subscriber retains copyright and any other proprietary rights that an Authorized User may hold in the User Content that an Authorized User posts to a Service.

b. Limited License Grant to POPin​. Subscriber, on behalf of itself and its Authorized Users, grants POPin a worldwide, perpetual, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute User Content from Authorized Users (“​Subscriber Content​”) (i) in order to facilitate the display and use of Subscriber Content in accordance with the applicable settings specified by Subscriber through the applicable Service and the features of the applicable Service that Subscriber elects to utilize and (ii) for POPin’s internal business purposes, such as billing, account management, data analysis, benchmarking, technical support, and product development.

c. Limited License Grant to Other Users​. When an Authorized User posts or shares User Content with other users of a Service through use of a Service, Subscriber, on behalf of itself and Authorized Users, grant those users a non-exclusive license to access and use that User Content as permitted by this Agreement and the functionality of the applicable Service.

d. User Content Representations and Warranties​. Subscriber is solely responsible for Subscriber Content and the consequences of posting or publishing Subscriber Content. By posting or publishing Subscriber Content, Subscriber affirms, represents, and warrant on behalf of Subscriber and the applicable Authorized User that:

i. Subscriber is the creator and owner of the User Content, or has the necessary licenses, rights, consents, and permissions to authorize POPin and users of the Service to use and distribute the Subscriber Content as necessary to exercise the licenses granted in this section, in the manner contemplated by POPin, the Service, and this Agreement; and

ii. the Subscriber Content, and the use of Subscriber Content as contemplated by this Agreement does not and will not: (1) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (2) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (3) cause POPin to violate any law or regulation.

e. User Content Disclaimer​. POPin is under no obligation to edit or control User Content that an Authorized User or other users post or publish, and will not be in any way responsible or liable for User Content. POPin may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in its sole judgment violates this Agreement or is otherwise objectionable. Subscriber will ensure that each Authorized User understands that when using the Service the Authorized User may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. Subscriber, on behalf of itself and its Authorized Users, agrees to waive, and does waive, any legal or equitable right or remedy Subscriber or the applicable Authorized User has or may have against POPin with respect to User Content. POPin expressly disclaims any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement, POPin may investigate the allegation and determine in its sole discretion whether to remove the User Content, which POPin reserves the right to do at any time and without notice.

5. FEES AND PAYMENT

a. Fees​. POPin will invoice Subscriber and Subscriber will pay POPin the fees specified in the applicable Order Form and any other amounts owing under this Agreement, plus any applicable taxes as described below.

b. Payment Terms​. Unless otherwise specified in the applicable Order Form, Subscriber will pay all amounts due in advance, within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Subscriber will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by POPin to collect any amount that is not paid when due. Amounts due from Subscriber under this Agreement may not be withheld or offset by Subscriber against amounts due to Subscriber for any reason. All amounts payable under this Agreement are denominated in U.S. dollars, and Subscriber will pay all such amounts in United States dollars, and are non-refundable.

c. Taxes​. Other than net income taxes imposed on POPin, Subscriber will bear all taxes, duties, and other governmental charges (collectively, “​Taxes​”) resulting from this Agreement. Subscriber will pay any additional Taxes as are necessary to ensure that the net amounts received by POPin after all such Taxes are paid are equal to the amounts that POPin would have been entitled to in accordance with this Agreement as if the Taxes did not exist.

d. Third-Party Services​. Subscriber’s use of a Service may incur third-party fees, such as fees charged by Subscriber’s carrier or other third party for data usage or fees charged by a third-party storage, or data provider, or other service provider and may be subject to third-party terms, such as such carrier’s or other service providers’ terms of service, and Subscriber will be responsible to pay all such fees and abide by all such terms.

6. TERM AND TERMINATION

a. Term​. The term of this Agreement will commence on the Effective Date and continue for so long as one or more Order Forms remain in effect. Each Order Form will remain in effect for the Order Term unless otherwise terminated earlier in accordance with the terms of this Agreement. Unless otherwise specified in the applicable Order Form, after the initial Order Term expires, the Order Term will automatically renew on a month-to-month basis (each, a “​Renewal Period​”) unless at least 30 days before the end of the then-current term (or such longer period as specified on the applicable Order Form) either party provides written notice to the other party that it does not want to renew that Order Form.

b. Termination​. Either party may terminate an Order Form if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching party. If POPin terminates an Order Form for Subscriber’s breach, it may also at its sole option terminate any or all other Order Forms then in effect. Termination in accordance with this Section 6.b will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. If Subscriber fails to timely pay any amount due, POPin may, without limitation to any of its other rights or remedies, suspend access to the each Service until it receives all amounts due.

c. Post-Termination Obligations​. If an Order Form is terminated for any reason, Subscriber will pay to POPin any fees or other amounts that have accrued prior to the effective date of the termination pursuant to that Order Form, any and all liabilities accrued prior to the effective date of the termination will survive, and Subscriber and its Authorized Users will immediately cease using the applicable Service and Documentation.

d. Survival​. Sections 1, 3.i, 3.m, 4, 5, 6.c, 6.d, 7.b, 9, 10, and 11 will survive any expiration or termination of this Agreement.

7. WARRANTY AND DISCLAIMER

a. Mutual Warranties​. Each party represents and warrants to the other that: (i) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (ii) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.

b. Disclaimer​. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN SECTION 7.a, CLIENT MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. POPin EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. POPin DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF ANY SERVICE OR DOCUMENTATION. POPin DOES NOT WARRANT THAT ANY SERVICE OR DOCUMENTATION IS ERROR-FREE OR THAT OPERATION OF ANY SERVICE WILL BE SECURE OR UNINTERRUPTED. POPin DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH ANY SERVICE OR DOCUMENTATION IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICE, APP, OR DOCUMENTATION WILL ALWAYS BE AVAILABLE. POPin EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF SUBSCRIBER’S USE OF ANY SERVICE OR DOCUMENTATION.

8. INTELLECTUAL PROPERTY INFRINGEMENT

a. Defense of Infringement Claims​. POPin will, at its expense, either defend Subscriber from or settle any claim, proceeding, or suit (“​Claim​”) brought by a third party against Subscriber alleging that Subscriber’s use of a Service in compliance with this Agreement infringes or misappropriates any patent, copyright, trade secret, trademark, or other intellectual property right during the term of this Agreement if: (i) Subscriber gives POPin prompt written notice of the Claim; (ii) Subscriber grants POPin full and complete control over the defense and settlement of the Claim; (iii) Subscriber provides assistance in connection with the defense and settlement of the Claim as POPin may reasonably request; and (iv) Subscriber complies with any settlement or court order made in connection with the Claim (e.g., relating to the future use of any infringing Service). Subscriber will not defend or settle any Claim without POPin’s prior written consent. Subscriber will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but POPin will have sole control over the defense and settlement of the Claim.

b. Indemnification of Infringement Claims​. POPin will indemnify Subscriber from and pay (i) all damages, costs, and attorneys’ fees finally awarded against Subscriber in any Claim under Section 8.a; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Subscriber in connection with the defense of a Claim under Section 8.a (other than attorneys’ fees and costs incurred without POPin’s consent after POPin has accepted defense of the Claim); and (iii) all amounts that POPin agrees to pay to any third party to settle any Claim under Section 8.a.

c. Exclusions from Obligations​. POPin will have no obligation under this Section 8 for any infringement or misappropriation to the extent that it arises out of or is based upon (i) use of a Service in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; (ii) use of a Service by Subscriber for purposes not intended or outside the scope of the license granted to Subscriber; (iii) Subscriber’s failure to use a Service in accordance with instructions provided by POPin, if the infringement or misappropriation would not have occurred but for such failure; or (iv) any modification of a Service not made or authorized in writing by POPin where such infringement or misappropriation would not have occurred absent such modification.

d. Limited Remedy​. This Section 8 states POPin’s sole and exclusive liability, and Subscriber’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by a Service.

9. SUBSCRIBER INDEMNIFICATION

a. Defense​. Subscriber will defend POPin from any actual or threatened Claim brought by a third party arising out of or based upon Subscriber’s or Authorized Users’ use of the Service if (other than Claims subject to POPin’s indemnity obligations under Section 8.a): (i) POPin gives Subscriber prompt written notice of the Claim; (ii) POPin grants Subscriber full and complete control over the defense and settlement of the Claim; (iii) POPin provides assistance in connection with the defense and settlement of the Claim as Subscriber may reasonably request; and (iv) POPin complies with any settlement or court order made in connection with the Claim. POPin will not defend or settle any Claim without Subscriber’s prior written consent. POPin will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Subscriber will have sole control over the defense and settlement of the Claim.

b. Indemnification​. Subscriber will indemnify POPin from and pay all damages, costs, and attorneys’ fees finally awarded against POPin in any Claim under Section 9.a; all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by POPin in connection with the defense of a Claim under Section 9.a (other than attorneys’ fees and costs incurred without Subscriber’s consent after Subscriber has accepted defense of the Claim); and all amounts that Subscriber agrees to pay to any third party to settle any Claim under Section 9.a.

10. LIMITATIONS OF LIABILITY

a. Disclaimer of Damages​. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, POPin WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF POPin IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

b. Cap on Liability​. UNDER NO CIRCUMSTANCES WILL POPin’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO POPin UNDER THIS AGREEMENT DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).

c. Independent Allocations of Risk​. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY POPinTO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

11. GENERAL

a. Independent Contractors​. The relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to act as an agent or direct or control the day-to-day activities of the other. All financial and other obligations associated with each party’s business are the sole responsibility of that party.

b. Export​. The Service and App may be subject to United States export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Subscriber must comply strictly with all such regulations that are now or later in effect and acknowledges that it has the responsibility to obtain licenses to export, reexport, or import the Service, App, or Documentation, as needed.

c. Subcontractors​. POPin may utilize a subcontractor or other third party to perform its duties under this Agreement.

d. Foreign Corrupt Practices Act​. In conformity with the United States Foreign Corrupt Practices Act, Subscriber and its employees and agents will not directly or indirectly make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision (including a decision not to act) of an official of any government, including the United States Government, or inducing such a person to use his influence to affect any such governmental act or decision in order to benefit POPin.

e. Force Majeure​. POPin will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond POPin’s reasonable control.

f. Assignability​. Subscriber may not assign its rights, duties, or obligations under this Agreement without POPin’s prior written consent. Any attempt by Subscriber to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. POPin may freely assign its rights, duties, or obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

g. Notices​. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the Order Form and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.

h. Governing Law​. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Colorado, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Denver, Colorado, in connection with any action arising out of or in connection with this Agreement.

i. Waiver​. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach.

j. Severability​. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any limitation or restriction on the grant of any license to Subscriber under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

k. Counterparts​. This Agreement may be executed in any number of identical counterparts, each of which will be considered an original and all of which together will be construed as and constitute the same agreement.

l. Entire Agreement​. This Agreement, including all exhibits, is the final and complete expression of the agreement between the parties regarding the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement. No employee, agent, or other representative of POPin has any authority to bind POPin with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed on mutual written agreement of the parties. POPin will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise.

m. Notice Regarding Apple​. If an Authorized User is using an App on an iOS device, the terms of this Section 11.m apply. Subscriber acknowledges that this Agreement is between Subscriber and POPin only, not with Apple, and Apple is not responsible for any App or its content. Apple has no obligation to furnish any maintenance or support services with respect to any App. If an App fails to conform to any applicable warranty, Subscriber may notify Apple and Apple will refund any applicable purchase price for the mobile application to Subscriber; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claim by Subscriber or any third party relating to the Service or Subscriber’s possession or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the Service or Subscriber’s possession and use of the mobile application infringe that third party’s intellectual property rights. Subscriber agrees to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of this Section 11.m, and upon Subscriber’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 11.m against Subscriber. Subscriber hereby represents and warrants that: (i) Subscriber is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Subscriber is not listed on any U.S. Government list of prohibited or restricted parties.