This Subscription Agreement (this “Subscription Agreement”) sets forth the terms and conditions governing Subscriber’s access to and use of the Cure Innovation Index Data Platform and related services. This Subscription Agreement is agreed between Cure Experience Services, LLC (“Cure”) and the Subscriber identified in a signed order form(an “Order Form”). This Subscription Agreement, together with the Order Form, constitutes the “Agreement.” By signing an Order Form, accessing the Platform, or otherwise using the services, Subscriber agrees to be bound by this Agreement. If Subscriber does not agree to these terms, Subscriber may not access or use the Platform.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT SUBSCRIBER’S AND CURE’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN THE PARTIES.

1. Subscription, Support, Updates.

1. License. Subject to the terms of this Agreement and payment of all applicable fees, Cure grants to Subscriber a non-exclusive, revocable, limited, non-sublicensable, and non-transferable license to access and use the Cure Innovation Index platform and related information and features (such products, collectively, the “Platform”), solely for Subscriber’s lawful internal business purposes. This license is personal to Subscriber and may not be shared with or transferred to any third party. Cure reserves the right to modify, update, or discontinue any features or functionality of the Platform at any time without prior notice.

2. Authorized Users; Per-Seat Access. Subscriber’s subscription to the Platform is licensed on a per-seat basis, with the number of authorized user seats specified in the Order Form. Each seat entitles one (1) designated individual (each, an “Authorized User”) to access and use the Platform. Subscriber acknowledges that its subscription to the Platform does not provide access to any other institution’s data or dashboard. Cure reserves the right to monitor usage, limit concurrent sessions, and suspend Subscriber’s access during any period in which Cure reasonably believes Subscriber is exceeding its authorized number of seats or permitting credential sharing.

3. Equipment and Connectivity. Subscriber is solely responsible, at its own expense, for procuring, maintaining, and securing all hardware, software, equipment, operating systems, browsers, network infrastructure, telecommunications services, internet connectivity, and other services necessary to access the Platform (collectively, “Subscriber Systems”). Cure is not responsible for (a) the reliability, availability, performance, or security of Subscriber Systems, (b) any delays, delivery failures, data loss, or other damage resulting from issues with Subscriber Systems or telecommunications or internet service providers, or (c) any unauthorized access to or use of the Services caused by Subscriber’s failure to maintain appropriate security measures for its systems, credentials, or networks.

4. Optimization Recommendations. As part of Subscriber’s subscription, Cure may, from time to time, provide Subscriber with suggestions, observations, or other guidance regarding strategies, practices, or actions that may strengthen Subscriber’s institutional strategies, translational capabilities, execution, commercialization readiness, and overall innovation infrastructure (collectively, “Recommendations”). Subscriber acknowledges and agrees that: (a) Recommendations are provided for informational and suggestive purposes only and do not constitute a guarantee or prediction of any outcome, result, ranking improvement, or business performance; (b) Recommendations do not constitute legal, financial, regulatory, strategic, or other professional advice of any kind, and Subscriber should consult with appropriate professionals before acting on any Recommendation; (c) Subscriber retains sole and absolute discretion over whether to implement, in whole or in part, any Recommendation; (d) Subscriber is solely and exclusively responsible for evaluating the appropriateness of any Recommendation for Subscriber’s particular circumstances and for any decisions or actions taken in reliance thereon; (e) Recommendations are provided on an “as is” basis and Cure makes no warranty, express or implied, that any Recommendation will achieve any particular outcome, will be free from error, or will be suitable for Subscriber’s needs; (f) Cure makes no guarantee, representation, or warranty as to the accuracy, completeness, or usefulness of any Recommendation, and any Recommendation reflects conditions at the time of delivery and is subject to change; and (g) Cure shall have no liability whatsoever arising out of or relating to Subscriber’s implementation of, reliance on, or failure to implement any Recommendation, including any changes in Subscriber’s rankings, scores, visibility, reputation, or other outcomes.

5. Methodology; Independence; Data Integrity. Cure retains sole and independent authority over the methodology, scoring, rankings, weighting, and evaluative criteria for the information embodied in the Platform. Subscriber acknowledges that any subscription, sponsorship, advisory participation, founding partner status, design partner relationship, or other commercial relationship with Cure does not influence rankings, scores, methodology, or outcomes. Subscriber may submit updated or corrected information to Cure for consideration in future rankings, and Cure may, in its sole discretion, independently validate such information and determine whether and how to include or apply such information in the Index. Cure will not be required to change previously published rankings or data except in the event of a material, validated error as determined by Cure in its sole discretion.

6. Index Badge License. Subject to the terms of this Agreement and for the duration of Subscriber’s active subscription, as specified on the Order Form, Cure hereby grants Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to display the Cure Innovation Index badge or logo (the “Index Badge”) on Subscriber’s website, marketing materials, social media channels, and other promotional materials solely to indicate Subscriber’s historical or current status as a ranked institution in the Cure Innovation Index for the ranking year or recognition period identified on the Index Badge. Subscriber shall: (a) use the Index Badge only in the form provided by Cure and in compliance with any brand guidelines furnished by Cure from time to time; (b) not alter, modify, distort, or otherwise change the appearance of the Index Badge without Cure’s prior written consent; and (c) not use the Index Badge in any manner that implies endorsement by Cure of Subscriber’s products, services, or activities beyond Subscriber’s participation in the Cure Innovation Index. Cure retains all right, title, and interest in and to the Index Badge and all associated intellectual property rights. Nothing in this Agreement shall be construed to grant Subscriber any ownership interest in the Index Badge. Any and all goodwill associated with or arising from Subscriber's use of the Index Badge shall inure solely to the benefit of Cure.

7. Cure Membership. If Subscriber has elected to subscribe for Cure membership services, as indicated on the Order Form, Subscriber’s access to and use of such services (the “Cure Membership”) shall be governed by the terms and conditions set forth at https://community.wewillcure.com/terms (the “Membership Terms”). In the event of any conflict between this Subscription Agreement and the Membership Terms with respect to the Cure Membership, the Membership Terms shall control. Subscriber acknowledges that the Cure Membership is a separate service offering with its own registration, renewal, cancellation, and dispute resolution provisions, as well as certain additional terms and conditions required for specific membership benefits, and that Subscriber’s rights and obligations with respect to the Cure Membership are independent of Subscriber’s rights and obligations under this Subscription Agreement.

2. Accounts; Restrictions on Use.

1. Accounts. Subscriber may only designate Subscriber’s employees, directors, and trustees (“Personnel”) as Authorized Users. Each Authorized User must create and maintain a separate account with unique login credentials. Subscriber agrees that Subscriber will not, and will not permit any Authorized User or other Personnel to: (i) share, transfer, or disclose any account information, login credentials, passwords, or authentication keys with or to any other person, including other Personnel; (ii) permit any person other than the designated Authorized User to access or use the Platform using such Authorized User’s credentials; or (iii) access the Platform through any credentials other than those assigned to such person. Subscriber further agrees that neither Subscriber nor any Authorized User shall share, distribute, reproduce, publish, transmit, or otherwise disclose any data, reports, rankings, analyses, or other content or information obtained from or through the Platform (collectively, “Platform Data”) with or to any person or entity other than Subscriber’s employees, directors, trustees, and professional advisors who have a need to know such Platform Data for Subscriber’s lawful internal business purposes and are bound by confidentiality and use restrictions at least as protective as those set forth in this Agreement (collectively, “Permitted Recipients”), except as expressly permitted in writing by Cure. Subscriber or the applicable Authorized User shall inform each Permitted Recipient of the restrictions on use and disclosure of Platform Data set forth in this Agreement prior to making any Platform Data available to such Permitted Recipient. Any sharing of Platform Data with Permitted Recipients must include proper attribution to Cure and may not remove, obscure, or alter any logos, trademarks, or other identifying information of Cure contained therein. Subscriber and Authorized Users may only make Platform Data available to Permitted Recipients for Subscriber’s lawful internal business purposes, and Subscriber shall be responsible for all use of Platform Data by Permitted Recipients, including any subsequent disclosure of Platform Data by any Permitted Recipient, as if such use or disclosure were made by Subscriber under this Agreement. Without limiting the foregoing, Subscriber shall not permit any contractor, consultant, advisor, agent, or other third party to access or use the Platform or any Platform Data, unless such access or use is expressly approved by Cure in writing in advance. Subscriber will (i) ensure that its Personnel and Authorized Users comply with this Agreement at all times and (ii) maintain the confidentiality and security of all credentials and authentication keys. Subscriber is solely responsible and liable for (A) any acts or omissions by Personnel or Authorized Users as if Subscriber committed such acts or omissions under this Agreement and (B) all activity occurring in and through the Services by Subscriber and anyone on its behalf, including any person using any account credentials and authentication keys. Subscriber shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and will notify Cure promptly after discovering any unauthorized use of any password, authentication key or account, any credential sharing, or any other known or suspected breach of security or privacy rights.

2. Restrictions. Subscriber acknowledges that the Platform and related data, technology, methodology, logic, know-how, and other intellectual property (collectively, the “Index Materials”) may contain valuable trade secrets of Cure and its affiliates and constitute confidential information. Subscriber agrees that Subscriber may not, nor shall Subscriber permit any Personnel or third party to: (a) modify, adapt, alter, translate, or create derivative works of the Index Materials; (b) engage in unauthorized framing of or linking to the Index Materials; (c) build a product or service using similar ideas, features, functions, or graphics of the Index Materials; (d) sublicense, resell, rent, lease, transfer, or assign the Index Materials; (e) reverse engineer, decompile, decode, or disassemble the Index Materials; (f) otherwise attempt to derive the source code for the Index Materials or any underlying software or attempt to gain access to any underlying code used to implement or deploy the Index Materials; (g) disable, disrupt, circumvent, or otherwise interfere with any feature, functionality, or control that prevents, restricts, or otherwise governs access to, or use of, the Index Materials or any features or functionalities thereof; (h) violate any applicable law or regulation or use the Index Materials or any information obtained therefrom in a manner that is illegal, unauthorized, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading; (i) trick, defraud, or mislead Cure and/or other users, especially in any attempt to learn sensitive account information such as user passwords; (j) disparage, tarnish, or otherwise harm, in Cure’s opinion, Cure or the Index Materials; (k) make improper use of Cure’s support or submit false reports of abuse or misconduct; (l) systematically, or in bulk, retrieve data or other content from the Index Materials; (m) engage in any automated use of the Index Materials, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools; (n) use Platform Data or Index Materials to train, fine-tune, benchmark, validate, develop, or improve any artificial intelligence, machine learning, large language model, algorithmic system, or competing dataset, product, service, ranking system, or methodology; (o) copy, reproduce, download, export, print, or extract any Platform Data for purposes of redistribution, publication, or disclosure to any person or entity other than Personnel; or (p) use any Index Materials or Platform Data to create any database, archive, or repository, or to compile or aggregate information for any commercial purpose.

3. Suspension and Termination of Access to Services. Without limiting any other remedies, Cure reserves the right, in Cure’s sole discretion and without notice or liability, to limit, suspend, terminate, modify, or delete Subscriber’s or Personnel’s access to Subscriber’s accounts, the website(s) made available by Cure, the Index Materials, or portions thereof (including blocking certain IP addresses) for any rightful reason, including without limitation for breach of any representation, warranty, or covenant contained in this Agreement, any applicable law or regulation, for actual or suspected illegal activity or improper use by Subscriber or Personnel, use of the Index Materials exceeding the number of Authorized Users, or any untrue, inaccurate, not current, or incomplete information provided by Subscriber or Personnel to Cure. Cure shall be under no obligation to compensate Subscriber for any losses or adverse results that are due to the suspension, termination, modification, or deletion of Subscriber’s or Personnel’s access to the Index Materials or its accounts in accordance with the foregoing.

3. Confidential Information. All information relating to the Index Materials that is disclosed or made available by or on behalf of Cure to Subscriber and/or its Personnel, directly or indirectly, whether disclosed in written, oral, graphic, electronic or any other form and whether or not identified or marked as “confidential,” shall be “Confidential Information.” Subscriber agrees to use Confidential Information solely as permitted by this Agreement and to protect the confidentiality and prevent unauthorized use of Confidential Information. Subscriber may not disclose any Confidential Information to any third party, except to Permitted Recipients who have a need to know such information in connection with the Agreement and who are bound by obligations of confidentiality and restrictions on use and disclosure at least as stringent as those set forth in this Agreement. Subscriber shall require Permitted Recipients receiving Confidential Information to observe the restrictions on use and disclosure set forth herein, and Subscriber shall be liable for any breach of such restrictions by Permitted Recipients. Subscriber may disclose Confidential Information to the extent such disclosure is required by applicable law, provided that Subscriber, unless prohibited by law, gives Cure prompt written notice of such requirement prior to disclosure and cooperates with Cure’s efforts to limit the scope of the information to be provided or to obtain an order protecting the information from disclosure. All Confidential Information, and all copies of such Confidential Information, shall be and remain the property of Cure. Subscriber shall, upon the earlier of termination of this Agreement or the request of Cure, promptly return to Cure or destroy any Confidential Information and materials containing Confidential Information in Subscriber’s possession or control.

4. Ownership.

1. IP Ownership. As between the Parties, all right, title, and interest in and to the Index Materials, including all source code, data, information, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Index Materials, and any intellectual property rights therein or thereto, are and shall be owned solely and exclusively by Cure.

2. Usage Data and Feedback. Both during and after the term of the Agreement, Cure and its affiliates may collect and use information generated in connection with Subscriber’s or Personnel’s use of the Platform, including account activity, access logs, session data, feature usage metrics, device and browser information, and other technical or behavioral data, to support the effective operation, maintenance, and improvement of the Services and for any other lawful purpose. To the extent Subscriber or Personnel provide Cure with any suggestions, ideas, enhancement requests, recommendations or feedback regarding the Index Materials, or Cure otherwise conceives of or creates any ideas, enhancements, improvements, or modifications to the Index Materials (collectively, “Feedback”), Cure will be free to use, disclose, commercialize, license, and exploit such Feedback for any lawful purpose.

5. Payment.

1. Subscriber will pay Cure the fees set forth in the Order Form (the “Fees”) at the time and in the manner set forth therein. All Fees are non-refundable. Subscriber authorizes Cure to charge the payment method provided by Subscriber for all applicable Fees, including renewal Fees unless Subscriber cancels prior to renewal. Subscriber will have no right to set off, deduct, or withhold any amounts due under the Agreement for any reason.

2. Taxes. All Subscription Fees exclude any sales, use, excise, import, export, value added, universal service charge, withholding, or other similar taxes or governmental charges, including any related penalties and interests however designated (collectively “Taxes”), and Subscriber agrees to pay any Taxes imposed under the Agreement.

3. Late Payments. If Subscriber fails to make any payments when due under the Agreement, Subscriber may be charged a late fee on any amount that is not paid when due at a rate of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law, whichever is lower, calculated from the due date until the date paid. Cure may further suspend any or all access to the Services until all amounts due and late fees are paid in full.

6. Disclaimer. THE PLATFORM AND ALL CONTENT, INFORMATION, AND SERVICES PROVIDED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CURE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CURE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CURE MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA, RANKINGS, STUDIES, REPORTS, ANALYSES, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE PLATFORM. SUBSCRIBER’S USE OF THE PLATFORM IS AT SUBSCRIBER’S SOLE RISK.

7. Indemnification; Consequential Damages Waiver; Limitation of Liability.

1. Indemnification by Subscriber. The Subscriber shall be solely liable for, and shall indemnify, defend and hold harmless Cure and its affiliates, and each of their respective directors, managers, employees, subcontractors, agents and advisors, and its and their successors and assigns, from and against, any and all liability, damage, loss, cost or expenses (including reasonable attorneys’ fees) resulting from any claim or suit arising out of or related to (a) any use or misuse of the Platform or Index Materials by Subscriber or Personnel; (b) breach of this Agreement by Subscriber or Personnel; or (c) Subscriber’s or Personnel’s negligence, fraud, or misconduct.

2. Consequential Damages Waiver; Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CURE, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SUBSCRIBER’S USE OF OR INABILITY TO USE THE PLATFORM, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF CURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CURE’S TOTAL LIABILITY TO SUBSCRIBER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO CURE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Term and Termination.

1. Term; Automatic Renewal; Cancellation. An Order Form shall begin on the date specified and expire or renew as provided therein. Unless Subscriber cancels, a subscription will automatically renew at the end of each term for successive periods of the same duration at the then-current rate. To cancel, Subscriber must provide written notice to Cure at least thirty (30) days prior to the end of the then current term. Subscriber may cancel at any time; however, all fees paid are non-refundable, and Subscriber will not receive a refund, credit, or pro-rata reimbursement for any unused portion of a term. If Subscriber fails to provide timely notice of cancellation, Subscriber will be charged for the applicable renewal term. Cure reserves the right to change the subscription fee for any renewal term upon forty-five (45) days’ prior notice to Subscriber.

2. Termination. Cure may terminate this Agreement or any Order Form, or suspend or terminate Subscriber’s access to the Platform, at any time in its sole discretion, with or without cause, upon notice to Subscriber. Without limiting the foregoing, Cure may immediately terminate or suspend Subscriber’s access without notice if Cure believes, in its sole discretion, that Subscriber has violated any provision of this Agreement.

3. Effect of Termination; Survival. Upon the expiration or termination of the Agreement for any reason: (a) the licenses granted pursuant to Section 1 shall immediately terminate; (b) Subscriber, Authorized Users, and Personnel shall immediately cease all use of the Index Materials; (c) Subscriber will pay Cure all fees due as of the effective date of such termination or expiration; and (d) Sections 3 to 7, Section 9, and this Section 8.3 shall survive.

9. General.

1. Independent Contractor Status. The relationship of the Parties shall be that of independent contractors and not of employees or agents of the other Party. Neither Party is authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other Party or to bind the other Party in any manner.

2. Amendment; Waiver. CURE RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY, ADD TO, OR REMOVE PORTIONS OF THIS AGREEMENT AT ANY TIME. Cure will provide notice of material changes by posting the updated Agreement on its website or by other reasonable means. Subscriber’s continued use of the Platform following any such modification constitutes Subscriber’s acceptance of the modified Agreement. It is Subscriber’s responsibility to review this Agreement periodically for changes. No failure to exercise, and no delay in exercising, any right, power, or privilege under the Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude the exercise of any other right, power, or privilege.

3. Severability. If any provision of the Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the Agreement or the application of such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

4. Notice. All notices from Cure to Subscriber may be delivered by email to the address provided by Subscriber, by posting on Cure’s website, or by any other reasonable means. Notices are effective upon sending or posting. Subscriber is responsible for ensuring that the contact information on file with Cure is current and accurate. Any notice from Subscriber to Cure must be sent by email to [SUPPORT EMAIL] or by mail to: Cure Experience Services LLC, 345 Park Avenue South, 2nd Floor, New York, NY 10010.

5. Captions and Headings. All captions and headings are for reference only and shall not be considered in interpreting or construing the Agreement.

6. Assignment; Subcontracting. Subscriber may not assign, transfer, or delegate this Agreement or any of Subscriber’s rights or obligations hereunder without Cure’s prior written consent. Any attempted assignment in violation of this provision shall be null and void. Cure may freely assign this Agreement or any of its rights or obligations hereunder without Subscriber’s consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Cure may subcontract any or all of its obligations under this Agreement without Subscriber’s consent.

7. Successors and Assigns. The Agreement shall be binding upon, and inure to the benefit of, both Parties and their respective successors and permitted assigns.

8. Injunctive Relief. Subscriber acknowledges that any breach of the confidentiality, intellectual property, or use restriction provisions of this Agreement may cause irreparable harm to Cure for which monetary damages would be an inadequate remedy. Accordingly, Cure shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting a bond or proving actual damages.

9. Governing Law. THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT SUBSCRIBER AND CURE’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN SUBSCRIBER AND CURE. The Agreement shall be governed by and construed in accordance with the laws of the state of New York, without reference to conflicts of law principles. The application of the United Nations Convention on the International Sale of Goods is specifically disclaimed. All claims arising out of or relating to the Agreement (including its formation, performance, and breach), the Parties’ relationship with each other and/or Subscriber’s use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) on a confidential basis in accordance with the provisions of AAA’s Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of the Agreement, including, but not limited to any claim that all or any part of the Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. The arbitrator’s award shall be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction, subject to review in accordance with applicable statutes governing arbitration awards. The interpretation and enforcement of the Agreement shall be governed by the Federal Arbitration Act. Notwithstanding the above, neither Party will be required to arbitrate a dispute relating to the misuse, misappropriation, or infringement of intellectual property rights, which dispute shall be brought in the federal and state courts in New York, USA, and each Party hereby consents to the jurisdiction and venue of such courts for such disputes. The Parties agree that all process directly to any of them in any such litigation may be served outside the State of New York with the same force and effect as if the service had been made within the State of New York. The Parties agree that any proceeding to resolve or litigate any dispute hereunder, whether in arbitration or in court, will be conducted solely on an individual basis, and neither Subscriber nor Cure will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which either Subscriber or Cure acts or proposes to act in a representative capacity. The Parties further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of all parties to such other arbitration or proceeding.

10. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from events outside of the Party’s reasonable control (“Force Majeure Events”), including but not limited to: (a) acts of God; (b) flood, fire, earthquake, explosion, virus, epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law, rule, or regulation; (e) actions, embargoes, or blockades in effect on or after the date of the Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; (i) interruption of utilities or shortage of adequate power or transportation facilities; and (j) any other similar Force Majeure Event. The affected Party shall resume performance under the Agreement as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated.

11. Marketing, Demo, and Co-marketing. Cure may use Subscriber’s name, logo, and trademarks, in printed, audio, and digital formats and on Cure’s websites, for the purpose of advertising and marketing the Services, provided that no quotes or other attributions will be made to Subscriber without Subscriber’s consent.

12. Delay; Omissions. No delay or omission by a Party in exercising any right under the Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a Party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

13. Entire Agreement. This Agreement, including the Order Form and any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to such subject matter. Subscriber acknowledges that Subscriber has not relied on any representation, promise, or statement not contained in this Agreement.

14. No Oral Modifications. This Agreement may not be modified or amended except as expressly set forth herein or by a written amendment signed by Cure. No oral statements or prior written materials not specifically incorporated herein shall be of any force or effect.

15. Consumer Acknowledgments. By entering into this Agreement, Subscriber acknowledges and agrees that: (a) Subscriber has had the opportunity to review this Agreement in its entirety; (b) Subscriber understands that this is a binding legal agreement; (c) Subscriber is not relying on any representations or statements not contained in this Agreement; (d) Subscriber’s subscription will automatically renew as described herein; and (e) Subscriber has the authority to enter into this Agreement and to bind any organization on whose behalf Subscriber is acting.