These Terms and Conditions (the “Terms”) are entered into between either (i) Market Track, LLC, a Delaware limited liability company, if Participant is entering into these Terms in the United States or (ii) Ad Dynamics, Inc., a Canadian company, if Participant is entering into these Terms in Canada (each singularly referred to as “Numerator”), and the entity participating in the Verified Voices Difference Event (“Participant”).

1. Introduction and Definitions

1.1. Agreement. By applying for or participating in the Event (as defined herein), Participant agrees to be bound by these Terms.  Participant may not participate in the Event if it does not agree to all of the terms and conditions of these Terms.

1.2. Verified Voices Difference Event. The “Event” means Numerator’s $1,000,000 USD marketing campaign inviting eligible brands to re-run their existing DIY surveys executed through other providers in the Verified Voices Platform (as defined herein) to demonstrate how verified buyers can drive better business decisions.

1.3. Definitions. In these Terms, the following terms shall have the meanings set forth below:

• • 1.3.1. “Authorized User” means Participant’s employees.
  • 1.3.2. “Competitor Survey” means a survey conducted through an Eligible Competitor platform that Participant wishes to replicate on the Verified Voices Platform.
  • 1.3.3. “Eligible Competitors” means Kantar, Ipsos, Suzy, AYTM, Qualtrics, Zappi, and Prodege.
  • 1.3.4. “Numerator Delivery System” means any websites, platforms and portals, data feeds, APIs, user interfaces, and other online and offline means through which the Verified Voices Platform is provided, including any software therein.
  • 1.3.5. “Offer” means one free survey on the Verified Voices Platform, subject to these Terms.
  • 1.3.6. “Verified Voices Platform” means Numerator’s proprietary survey platform.

1.4. Event Period; Deadlines. The Event runs from July 15, 2025 through August 28, 2025. All applications must be submitted by August 25, 2025, and all surveys must be launched by August 28, 2025. No exceptions to these deadlines will be granted.

1.5. Platform Access Period. Participant will have access to the Numerator platform to view survey results until October 31, 2025, after which access will be revoked without further notice.

1.6. Purpose. Participant acknowledges that the Event is designed to allow comparison between the Verified Voices Platform and sample and competitor survey platforms and sample. Numerator will use Competitor Surveys solely for the purpose of executing identical surveys on the Verified Voices Platform for comparative purposes.

1.7. Modification. Numerator may modify these Terms at any time. Any modifications to these Terms will be effective upon posting of the modified Terms on Numerator’s website or by direct communication to Participant.

2. VERIFIED VOICES PLATFORM TERMS; ACCESS

2.1. Survey. Subject to these Terms, Numerator will run one (1) survey on the Verified Voices Platform for Participant, for the sole purpose of comparison between the Verified Voices Platform and sample and competitor survey platforms and sample.

2.2. License. Subject to Participant’s compliance with these Terms, Numerator grants to Participant a non-exclusive, non-transferable, revocable, limited license to access the Verified Voices Platform for the sole purpose of viewing the results of the associated survey in accordance with these Terms.

2.3. Limitations. Participant will not (i) reverse engineer, decompile, probe, scan, or attempt to discover any source code or underlying ideas or algorithms utilized in the Verified Voices Platform; (ii) copy, download, scrape, store, publish, transmit, transfer, distribute, broadcast, circulate, sublicense, bundle with other products, sell or otherwise use any portion of the Verified Voices Platform, except as expressly permitted by the Terms; or (iii) remove, obscure, or alter the copyright, trademark, or any other proprietary rights or notices included within the Verified Voices Platform.

2.4. Reservation of Rights; Intellectual Property Rights. The Terms do not constitute a sale and do not convey to Participant any rights of ownership in or related to the Verified Voices Platform or the intellectual property rights owned by Numerator and its suppliers. Except for the limited license granted herein, all right, title and interest in the Verified Voices Platform, in all languages, formats and media throughout the world, whether now known or later devised, including all copyright and other intellectual property rights, are and will continue to be the sole, exclusive, and absolute property of Numerator and its suppliers, with all rights reserved. Participant hereby assigns to Numerator any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Participant relating to the Verified Voices Platform. Numerator may use such submissions as it deems appropriate in its sole discretion.

2.5. Updates to the Verified Voices Platform. Numerator reserves the right to modify the Verified Voices Platform at any time.

2.6. Participant Access. Only Participant’s Authorized Users will have access to the Verified Voices Platform. Access to the Verified Voices Platform by any individual other than an Authorized User is prohibited.

2.7. Environment. The Verified Voices Platform may be hosted on a platform or server that is maintained by Numerator or its third-party suppliers. Participant is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Verified Voices Platform, including but not limited to Internet access and adequate bandwidth.

2.8. Security. Participant will not: (a) breach or attempt to breach the security of the Numerator Delivery Systems or any network, servers, data, computers or other hardware relating to or used in connection with the Verified Voices Platform; or (b) use or distribute through the Numerator Delivery Systems any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Numerator Delivery Systems or the operations or assets of any other customer of Numerator or any third party. Participant shall monitor Authorized Users’ access to and use of the Numerator Delivery Systems. Numerator has no obligation to verify the identity of any person who gains access to the Numerator Delivery Systems. Any failure by any Authorized User to comply with these Terms shall be deemed to be a material breach by Participant, and Numerator shall not be liable for any damages incurred by Participant or any third party resulting from such breach. Participant must immediately take all necessary steps, including providing notice to Numerator, to effect the termination of access for any Authorized User if there is any compromise in the security of login credentials or if unauthorized use is suspected or has occurred.

2.9. Suspension. Numerator may suspend Participant’s access to, and use of, the Verified Voices Platform at any time, in Numerator’s sole discretion.

3. ELIGIBILITY REQUIREMENTS

3.1. Eligible Participants. The Event is open only to consumer goods retailers, manufacturers, and quick serve restaurants located in the United States and Canada.

3.2. Receipt Volume Requirement. Participants must be existing or prospective clients of Numerator with a minimum receipt volume of 1,000 in the past 12 months.

3.3. Prior Usage Restrictions. The Offer is limited to those who have not run a platform survey with Numerator after January 1, 2025.

3.4. Offer Limitations. Each user may only redeem one free survey under this Offer. There is a limit of one user per client/account, though Numerator may, in its sole discretion, grant access to different buying centers within the same organization if they meet all other eligibility requirements.

4. SUBMISSION PROCESS AND REQUIREMENTS

4.1. Application Process. To participate in the Event, Participant shall:

4.1.1. Complete and submit an application at numerator.com/verified-difference;
4.1.2. Meet with a Numerator Business Development Representative (“BDR”) prior to being granted the free survey;
4.1.3. Provide the BDR with proof of an identical survey being fielded at the same time as the Verified Voices Platform survey, or results from such a survey conducted within the prior sixty days, through an Eligible Competitor; and
4.1.4. Submit a completed questionnaire prior to the meeting with the BDR.

4.2. Survey Requirements. Surveys will not be eligible for the Event unless they meet all of the following requirements:

4.2.1. The survey must be executable within the Verified Voices Platform without requiring any technical modifications or customization. DIY or custom studies from Eligible Competitors can apply if they meet all eligibility requirements;
4.2.2. Participant must provide a completed questionnaire at the time of launch or use a Numerator survey template available within the Verified Voices Platform;
4.2.3. Surveys are limited to a maximum of fifteen (15) quantitative questions; and
4.2.4. Each survey is limited to three hundred (300) respondents.

5. INTELLECTUAL PROPERTY RIGHTS AND PERMISSIONS

5.1. Ownership of Competitor Surveys. Participant acknowledges and agrees that the Competitor Survey may contain intellectual property owned by the Eligible Competitor or other third parties. Participant represents and warrants that it has all necessary rights, licenses, and permissions to provide the Competitor Survey to Numerator for the purposes contemplated by, and in accordance with, these Terms.

5.2. License to Competitor Survey. Participant hereby grants to Numerator a non-exclusive, royalty-free, worldwide license to use, perform, reproduce, modify, create derivative works of and display the Competitor Survey solely for the purpose of conducting the identical survey on the Verified Voices Platform for the Event.

5.3. Ownership of Survey Results. As between Numerator and Participant, Participant shall own all right, title, and interest in and to the final deliverables based on the survey results (such as PowerPoint presentations summarizing the results of the survey) conducted on the Verified Voices platform as part of the Event. Numerator retains ownership of all underlying data, survey responses, analytics, and raw results, as well as the Verified Voices Platform, all underlying methodology and technology, and any improvements, derivative works or modifications to the foregoing.

5.4. Marketing Materials. As a condition to participate in the Event, Participant shall:

5.4.1. Provide a testimonial regarding their experience with the Verified Voices Platform;
5.4.2. Grant Numerator permission to use Participant’s name, logo, and testimonial in Numerator’s marketing materials, including but not limited to Numerator’s website, social media accounts, press releases, and promotional materials; and

5.5. Reservation of Intellectual Property Rights. All rights not expressly granted to Numerator herein are reserved by Participant. All rights not expressly granted to Participant herein are reserved by Numerator.

6. COMPETITOR SURVEY USAGE LIMITATIONS

6.1. Limited Use. Numerator shall use the Competitor Survey solely for the purpose of conducting an identical survey on the Verified Voices Platform for the Event. Numerator shall not:

6.1.1. Use the Competitor Survey to develop or improve its products or services, except as specifically permitted by these Terms;
6.1.2. Share the Competitor Survey with any third party, except as necessary to conduct the survey on the Verified Voices Platform or perform its obligations or enforce its rights under these Terms;
6.1.3. Use the Competitor Survey to analyze or reverse engineer the Eligible Competitor’s methodology, technology, or business practices; or
6.1.4. Retain copies of the Competitor Survey after the conclusion of the Event, except as required by law or for the defense or enforcement of legal claims.

6.2. Confidentiality. Numerator shall treat the Competitor Survey as Confidential Information in accordance with Section 9 of these Terms.

7. NUMERATOR’S RIGHTS AND OBLIGATIONS

7.1. Platform Access Period. Numerator shall provide Participant with access to the Verified Voices Platform to view survey results until October 31, 2025, after which access will be revoked.

7.2. Offer Value. The total offer pool for the Event for all current or prospective clients is valued at up to $1,000,000 USD. The Offer is subject to availability and determined at Numerator’s sole discretion.

7.3. Reservation of Rights. Numerator reserves the right to:

7.3.1. Deny, revoke or terminate participation in the Event for any reason in its sole discretion;
7.3.2. Modify these Terms at any time in its sole discretion; and
7.3.3. Terminate the Event at any time at its sole discretion.

8. PARTICIPANT REPRESENTATIONS AND WARRANTIES

8.1. Authority. Participant represents and warrants that:

8.1.1. it has the full right, power, and authority to enter into and perform its obligations under these Terms;
8.1.2. the person agreeing to these Terms on behalf of Participant is authorized to do so; and
8.1.3. these Terms constitute a legal, valid, and binding obligation of Participant.

8.2. Competitor Survey Rights. Participant represents and warrants that:

8.2.1. The Competitor Survey and any other materials provided by or on behalf Participant to Numerator, and Numerator’s use thereof as contemplated by these Terms, will not infringe, misappropriate, or violate any intellectual property rights, privacy rights, or other rights of any third party;
8.2.2. It has complied with all applicable terms and conditions of the Eligible Competitor in connection with the Competitor Survey and its provision thereof to Numerator pursuant to these Terms; and
8.2.3. It has not modified or altered the Competitor Survey in any way that would affect the validity of the comparison with the Verified Voices Platform.

8.3. Authorized Users. Participant represents and warrants that Authorized Users are subject to use restrictions no less restrictive than these Terms.

8.4. Compliance with Laws. Participant represents and warrants that it will comply with all applicable laws, rules, and regulations in connection with its participation in the Event and the performance of its obligations under these Terms, including but not limited to data privacy laws, intellectual property laws, and advertising laws.

8.5. Marketing Materials. Participant represents and warrants that any testimonial, logo, or other marketing materials provided to Numerator are accurate, do not infringe upon any third-party rights, and may be used by Numerator as contemplated by these Terms.

8.6. Survey Content. Participant represents and warrants that the content of any survey conducted as part of the Event will not:

8.6.1. be harmful, defamatory, indecent, exploitative, violent, libelous, slanderous or otherwise inappropriate;
8.6.2. violate any applicable laws, rules, or regulations; OR
8.6.3. infringe upon or violate any intellectual property rights, privacy rights, or other rights of any third party.

9. CONFIDENTIALITY PROVISIONS

9.1. Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other in connection with the Event, including but not limited to the Competitor Survey, survey results, survey methodologies, business plans, marketing strategies, and technical information. The Verified Voices Platform shall be the Confidential Information of Numerator. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

9.2. Obligations. Each party shall: (i) use the other party’s Confidential Information solely for the purposes contemplated by these Terms or to perform its obligations or enforce its rights under these Terms; (ii) protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose the other party’s Confidential Information to any third party without the prior written consent of the disclosing party, except as expressly permitted by these Terms.

9.3. Permitted Disclosures. Notwithstanding the foregoing, either party may disclose Confidential Information: (i) to its employees, agents, and contractors who have a need to know such information for purposes of performing a party’s obligations under these Terms, provided that such persons are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) as required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure, if legally permitted, and cooperates with the disclosing party’s efforts to obtain a protective order or other appropriate protection.

9.4. Return or Destruction. Upon the termination or expiration of these Terms, or upon the disclosing party’s request, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control, except as otherwise required by law.

10. THIRD-PARTY SOFTWARE; DISCLAIMER; LIMITATION OF LIABILITY

10.1. Third-Party Software. The Verified Voices Platform may include software, tools or components licensed from third parties, including open-source software (collectively, “Third-Party Software”). Numerator does not control and is not responsible or otherwise liable for Third-Party Software. Participant shall comply with the terms and conditions of any such Third-Party Software (each, a “Third-Party Software License”), which are hereby incorporated herein by reference. Any claims arising from Participant’s use of such Third Party Software shall be brought by Participant against the applicable third party and not against Numerator.

10.2. Disclaimer of Warranties. THE VERIFIED VOICES PLATFORM AND ALL SERVICES PROVIDED BY NUMERATOR UNDER THESE TERMS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NUMERATOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, INTEGRITY, PERFORMANCE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE WITH RESPECT TO (A) THE VERIFIED VOICES PLATFORM, (B) ANY THIRD-PARTY COMPONENTS OR SERVICES INCORPORATED INTO, OR INTEROPERATING WITH, THE VERIFIED VOICES PLATFORM (INCLUDING ANY THIRD-PARTY SOFTWARE) OR (C) ANY THIRD PARTY HOSTING ENVIRONMENT HOSTING ANY OF THE FOREGOING (COLLECTIVELY, THE “PLATFORM ENVIRONMENT”). NUMERATOR MAKES NO WARRANTY THAT THE PLATFORM ENVIRONMENT OR SERVICES WILL MEET PARTICIPANT’S ACTUAL OR STATED REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

10.3. Exclusion of Consequential and Related Damages. IN NO EVENT WILL NUMERATOR BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF NUMERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4. Cap on Monetary Liability. IN NO EVENT WILL NUMERATOR’S, ITS AFFILIATES’ AND ITS OR THEIR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $1,000.

10.5. Essential Purpose. THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. INDEMNIFICATION

11.1. Indemnification by Participant. Participant shall defend, indemnify, and hold harmless Numerator, its affiliates, and its and their respective officers, directors, employees, contractors, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, and any other amounts, arising out of or in connection with:

11.1.1. Participant’s breach of any representation, warranty, covenant, or obligation under these Terms;
11.1.2. Participant’s violation of any applicable law, rule, or regulation;
11.1.3. Any claim that the Competitor Survey or Participant’s use of the Verified Voices Platform infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any third party;
11.1.4. Any claim, demand, action, or proceeding brought by an Eligible Competitor against Numerator arising from or relating to Numerator’s use of the Competitor Survey as permitted under these Terms, including but not limited to claims that Participant was not authorized to share the Competitor Survey with Numerator, claims of copyright infringement, trade secret misappropriation, unfair competition, or breach of the Eligible Competitor’s terms of service;
11.1.5. Any claim related to Participant’s use of the survey results or any marketing materials created by Participant based on the survey results;
11.1.6. The gross negligence, willful misconduct, fraud or theft by Participant, its affiliates or its or their subcontractors (including any employee of the foregoing).

11.2. Indemnification Procedure. Numerator shall promptly notify Participant in writing of any claim for which it seeks indemnification under this Section 11. Participant shall have the right to control the defense and settlement of any such claim, provided that: (i) Participant shall not settle any claim in a manner that adversely affects Numerator’s rights without Numerator’s prior written consent; and (ii) Numerator shall have the right to participate in the defense of any claim at its own expense.

12. TERM AND TERMINATION

12.1. Term. These Terms shall commence on the date Participant submits an application for the Event and shall continue until October 31, 2025, unless earlier terminated in accordance with this Section 12.

12.2. Termination by Numerator. Numerator may terminate these Terms at any time in its sole discretion.

12.3. Termination by Participant. Participant may terminate these Terms at any time by providing written notice to Numerator and ceasing all use of the Verified Voices Platform.

12.4. Effect of Termination. Upon termination or expiration of these Terms:

12.4.1. All rights and licenses granted to Participant under these Terms shall immediately terminate;
12.4.2. Participant shall immediately cease all use of the Verified Voices Platform;
12.4.3. Numerator shall revoke Participant’s access to the Verified Voices Platform; and

12.5. Sections 5, 6, 8, 9, 10, 11, 12, 13 and 14 shall survive the expiration or termination of these Terms.

12.6. No Refund. Participant shall not be entitled to any refund or other compensation upon termination or expiration of these Terms. Participants may not transfer, substitute, or redeem the offer for cash.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any choice or conflict of law provision or rule.

13.2. Venue. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, in each case located in the City of Chicago, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13.3. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.4. Equitable Relief. Notwithstanding anything to the contrary in these Terms, either party may seek equitable relief, including temporary restraining orders, preliminary injunctions, or other interim relief, from any court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

14. GENERAL PROVISIONS

14.1. Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof.

14.2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

14.3. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

14.4. Dispute Resolution. The parties shall resolve any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity hereof (each, a “Dispute”), under the rules of arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. An award of an arbitrator shall be final and binding upon both parties. The applicable law and venue for arbitration proceedings shall be applied as stated in Section 13.1 and Section 13.2 of these Terms. The arbitral tribunal shall take account of the provisions of the Terms. The arbitral tribunal shall assume the powers of an amiable compositeur or decided ex aequo et bono only if the parties have agreed to give it such powers. The arbitration proceedings will be conducted in English.

14.5. OFAC. Participant represents and warrants that it is not, and will not share the benefit of the Verified Voices Platform with, any entity that is incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this Section shall be deemed a non-remediable material breach of these Terms and Numerator may immediately terminate these Terms.

14.6. Assignment. Participant shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms. Any purported assignment, delegation, or transfer in violation of this Section 14.6 is void. Numerator may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms without Participant’s consent.

14.7. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

14.8. Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

14.9. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof.

14.10. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by or results from acts, omissions or events beyond the affected party’s reasonable control.

14.11. Expenses. Any costs and expenses (including reasonable attorneys’ fees and costs) incurred by the prevailing party in enforcing its rights under these Terms shall be borne by the non-prevailing party.