Headspace Master Services Agreement

This Master Services Agreement (“Agreement”) is effective as of the last date of signature on the Order Form (the “Effective Date”) and is between Headspace, Inc., located at 595 Market Street, 7th Floor, San Francisco, CA 94105, and its affiliates (“Headspace”, “us”, or “we”), and the customer identified on the Order Form. Spoiler alert: the customer is you. In this Agreement we’ll refer to you as “Customer”, “you”, or “your”. Speaking of parties (the contractual kind but we like the other kind too), we’ll call Headspace and Customer each a “Party”, and together, the “Parties”. This Agreement includes the terms that apply the services you’ve selected on the Order Form and any conflicts will be resolved based on the most recent Order Form.

1. Definitions: Setting the table.

Time to set the table with some helpful definitions you’ll see throughout this Agreement.

1.1 “Affiliates” means any corporation or other entity that a party directly or indirectly controls, is controlled by, or is under common control with. In this context, a party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for (i) the board of directors, or (ii) other mechanism of control for such corporation or other entity.

1.2 “Applicable Law” means any United States and international laws and regulations that apply to a Party in its performance of this Agreement.

1.3 “COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985.

1.4 “Customer Content” means any materials or other information which is made available to Headspace by Customer (or on Customer’s behalf), including but not limited to trademarks, trade names and service marks for any customization of the Customer Services for Customer.

1.5 “Customer Services” means the services Headspace provides to Customer hereunder as defined in Section 2, depending on Customer’s package selections on the applicable Order Form.

1.6 “EAP” means Customer’s Employee Assistance Program.

1.7 “Eligible Employees” means Customer’s employees that are eligible to receive the Member Services as specified by Customer.

1.8 “Eligible Members” means individual employees or members and their dependents, as specified by Customer.

1.9 “ERISA” means the U.S. Employee Retirement Income Security Act of 1974.

1.10 “Headspace Apps” means the Headspace applications available through the Apple Store or Google Play Store, through which individuals register to access the Member Services.

1.11 “Headspace Products” means, together, the Headspace Apps, the Website, and content delivered by the same or other delivery methods.

1.12 “HIPAA” means the U.S. Health Insurance Portability and Accountability Act of 1996.

1.13 “Intellectual Property Rights” means all copyrights, patent rights, trade secret rights, trademark rights, mask work rights, and all other intellectual property rights.

1.14 “Member Services” means the services Headspace provides to Registered Members depending on Customer’s product selections on the applicable Order Form as defined in Section 2.

1.15 “Order Form” means the document used to place an order for the Customer Services and Member Services, including any addenda and supplements. Order Forms are mutually agreed and are incorporated herein by reference.

1.16 “Registered Members” means Eligible Members who have registered and created an account to receive the Member Services.

1.17 “Services” means the Customer Services and the Member Services, collectively.

1.18 “Website” means www.headspace.com

2. Products & Services: What we offer. 

Headspace offers (1) Customer Services as defined in Section 2.1(a) to you and (2) the Members Services as defined in Section 2.1(b) to Registered Members, via the Headspace Products. Your selections on the applicable Order Form determine which services apply.

2.1 Headspace Products & Services Description.

Depending on your selections on the applicable Order Form, some of this section may not apply to you.

(a)   Headspace Customer Services (What we do for you): Headspace provides you with services, including an administrative portal, implementation support, ongoing eligibility verification and intake, engagement communications, aggregate reporting, marketing materials, and account management. Through these services, you can provide Eligible Members with access to the Member Services under your account. These services also include co-branding of your administrative portal and Eligible Member messaging. Together, these are the “Customer Services”. Customer Services are defined in more detail in the applicable Order Form, including the applicable service tier and the associated pricing. Subject to this Agreement, Headspace grants you a non-exclusive, non-transferable, non-assignable limited license to use the Customer Services solely for your own internal business purposes. All rights not expressly granted to you are reserved by Headspace.

(b)   Headspace Member Services (What we do for our members):

Headspace provides Registered Members with certain services depending on your package selection in the applicable Order Form:

(i)    Headspace Products: meditations, mindfulness exercises, courses, guided programs and other related content, and (if applicable) our AI companion.

(ii)   Member Support: support with onboarding, navigation, scheduling, technical issues, referrals to other resources, complaints, escalations, and feedback.

(iii)  Mental Health Coaching Services: access to mental health coaching as further described in the applicable Order Form.

(iv)  Care Navigation Services: access to member support, referral coordinators, scheduling coordinators, and other support tools to help Registered Members find          appropriate care, in-network care options, available benefits, or local resources.

(v)   Clinical Services: access to mental health services with licensed therapists, board-eligible or board-certified psychiatrists, and psychiatric mental health nurse            practitioners (each a “Provider”). These “Clinical Services” are further described on the applicable Order Form.

(vi)  EAP Work-Life & Support Services. Access to EAP Work-Life & Support Services as further described in the applicable Order Form.

(c)   Accessing the Member Services. To access the Member Services, Eligible Members must create an account from their designated enrollment method and accept the Headspace Terms & Conditions and Privacy Policy (the “Headspace Member Terms”). Once they do so, they become a “Registered Member”. The Headspace Member Terms govern the Registered Members’ use of the Headspace Member Services and related data protection obligations. If a Registered Member leaves your employment or becomes ineligible, they may convert to an individual account without losing access to Headspace or their history. Registered Members can also contact Headspace member support.

(d)   Provision of the Headspace Member Services. Headspace provides access to the Headspace Member Services to Eligible Members identified by you who request access, install, or access the Headspace Apps, and otherwise satisfy the eligibility criteria for participation (as determined by you). Headspace determines the timing, method, details and means of providing the Member Services to Eligible Members.

(e)   Eligibility Data. To the extent applicable, Customer acknowledges and agrees that Headspace shall not be required to provide the Services where Customer has not provided accurate eligibility data that meets Headspace’s eligibility requirements as communicated by Headspace to Customer. Further, Headspace shall not be liable for any delays, service inaccessibility, or ineligibility issues due to Customer or Customer’s vendor’s failure to provide or maintain a complete and accurate eligibility data.

(f)    Single Sign-On (SSO). If you choose to utilize SSO, we shall not be required to enable or maintain SSO functionality unless and until you have provided all necessary configuration information required for SSO implementation, including identity provider details and authentication protocols, as communicated by Headspace. Headspace shall not be liable for any access issues, authentication failures, or delays in onboarding resulting from your or your vendor’s failure to provide accurate configuration details, maintain a functioning identity provider, or ensure ongoing compatibility with Headspace’s supported SSO protocols.

(g)   Employee Benefit Plan Disclaimer. You acknowledge and agree that Headspace is acting solely as a service provider and does not sponsor, endorse, operate, or administer any employee benefit plan under ERISA or otherwise (“employee benefit plan”); Headspace is not a “plan sponsor,” “plan administrator,” “named fiduciary,” or “fiduciary,” as those terms are defined under ERISA (collectively “plan sponsor”), and assumes no responsibility or liability for plan sponsor’s compliance with ERISA or other Applicable Law governing such employee benefit plan. Headspace agrees to provide Services information to you or your plan sponsor upon reasonable written request to support applicable plan sponsor compliance requirements.

(h)   Provider Non-Discrimination. In providing our Services, Headspace does not differentiate or discriminate against any Eligible Member or Registered Member because of race, color, creed, national origin, ancestry, religion, sex, marital status, age, disability, sexual orientation, gender identity, or any other basis prohibited by Applicable Law. Headspace and its Providers shall not be required to provide any type or kind of service to Eligible Members or Registered Members that it does not customarily provide to others within its scope of care.

3. Term, Termination and Payments: The nuts and bolts.

This section covers the length of the Agreement, how it may come to an end, and payment obligations.

3.1 Term & Termination.

(a)   Term of the Agreement. This Agreement begins on the Effective Date and shall continue for the Initial Term listed on the applicable Order Form. This Agreement shall automatically renew for the time periods listed on the applicable Order Form (“Renewal Terms”), unless either Party gives the other notice of non-renewal at least sixty (60) days before the end of the Initial Term or the then-current Renewal Term. The entire period of the effective Agreement is called the “Term” and includes both the Initial Term and any Renewal Terms.

(b)   Termination for Cause. We sincerely hope that this won’t be relevant, but just in case, either Party may terminate this Agreement with thirty (30) days’ written notice if the other Party materially breaches its terms. If the breaching Party cures the breach to the reasonable satisfaction of the non-breaching Party within that period, the Agreement will remain in effect. Either Party may also terminate the Agreement immediately if the other Party becomes the subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If you terminate for cause, Headspace shall reimburse any prepaid Fees on a pro rata basis for unused Customer Services as of the termination date. If Headspace terminates for cause, including for persistent non-payment (defined as two or more payment defaults in any twelve-month period), you remain liable for all Fees due for the full Term, including those that would have become due but for early termination. This section does not limit either Party’s right to pursue additional legal or equitable remedies.

(c)   Termination Effects. If we do part ways and the Agreement terminates or expires, we’ll dry our eyes and keep our promises: (i) neither Party shall be relieved of its obligations agreed upon prior to the termination; (ii) Headspace shall return or destroy all Customer Data in the manner and on the schedule as required by Applicable Law.  Any provisions that by their nature are intended to survive, shall survive the termination or expiration of this Agreement, including without limitation Sections  3-5.

 3.2 Payment Terms.

(a)   Fees. You agree to pay all fees listed in the applicable Order Form (“Fees”). Unless the applicable Order Form says otherwise, Fees are based on services purchased, regardless of whether they are used. Payment obligations cannot be canceled and Fees paid are not refundable.

(b)   Timing. Fees are due according to the payment terms listed in the applicable Order Form. You are responsible for providing Headspace with complete and accurate billing and contact information and notifying Headspace of any changes.

(c)   Overdue Payments. If you do not make payment on time, Headspace may, at its election: (i) suspend the Services upon 15 days’ notice, until payment is made in full; (ii) charge interest on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by Applicable Law, if lower), and recover reasonable legal fees and other costs of collection; and/or (iii) in the event of your persistent non-payment, (defined as two or more payment defaults within any twelve-month period), terminate the Agreement, without prejudice to any other rights or remedies it may have under this Agreement, at law, or in equity. Termination for persistent non-payment shall not relieve you of your obligation to pay all Fees due or that would have become due under this Agreement. 

(d)   Taxes. Unless stated otherwise, the amounts that the Parties must pay under this Agreement are exclusive of VAT, GST, HST, sales taxes or other similar taxes, customs, duties, withholding taxes, charges or assessments ("Taxes"). Headspace reserves the right to collect any Taxes that may become due in accordance with applicable law in connection with use of the Headspace Products and/or Services. To the extent Headspace does not collect applicable Taxes, you shall self-assess and remit all Indirect Taxes generated under this agreement. If Taxes must be withheld per local requirements, you shall gross up the payments made so that the fee paid is as originally agreed upon.

4.   IP and Confidentiality: Who owns what and shhhhhh.

4.1 Intellectual Property, Data Ownership and License Grants.

(a)   Ownership. Headspace owns all right, title and interest, including all Intellectual Property Rights, in and to the Headspace Products and Services, which for clarity includes, any software that enables the functioning of the same, and content, materials and documentation made generally available to end users of the Headspace Products and Services (collectively, “Headspace IP”). You acknowledge and agree that it shall not have any right, title, or interest in any Headspace IP.

(b)   Restrictions. You agree not to: (i) create derivative works based on the Headspace IP; (ii) copy, frame or mirror any part or content of the Headspace IP; (iii) reverse engineer the Headspace IP; or (iv) access the Headspace IP in order to (a) build a competitive product or service or (b) copy any features, functions, or graphics of the Headspace IP.

(c)   Registered Member Data. “Registered Member Data” means all data and results collected through the Member Services by Headspace from Registered Members. Ownership of Registered Member Data is described in the Headspace Member Terms. Communications between Registered Members and Providers, including transcripts and records from coaching and clinical sessions, are treated as confidential and are protected under applicable health data protection laws, including HIPAA, where applicable. These communications are subject to patient-clinician privilege protections and are maintained by Headspace in accordance with applicable legal and professional confidentiality obligations. For clarity, you have no right to end user protected health information or Registered Member Data under this Agreement or the Headspace Member Terms. Headspace acts as an independent data controller with respect to Registered Member Data. Headspace shall not be obligated to share any such data with you, and you shall not have access to any personal health information (PHI) except as permitted under applicable law or explicitly agreed in writing by the Parties.

(d)   Customer Data. “Customer Data” means data that is not Registered Member Data and that is contained in: (i) eligibility data provided to Headspace by Customer, either via eligibility file or API, as applicable; and (ii) reports specific to Customer generated by Headspace and provided to Customer regarding the use of the Headspace Products & Member Services by Registered Members on an aggregated, de-identified basis. For clarity, Customer Data does not include any Registered Member Data. Customer owns all Customer Data.

(e)   License Grants.

(i)   Customer Data. You grant Headspace the non-exclusive, worldwide, royalty-free license (the “License”) to use Customer Data to perform the Services. You            also grant Headspace the License to aggregate, anonymize and de-identify the Customer Data, and to use such aggregated, anonymized, or de-identified data       (“Aggregated Data”) to develop or improve the Customer Services and Member Services; this includes creating derivative works from such data.

(ii)  Customer Content. You grant Headspace the License to use the Customer Content to deliver the Customer Services, such as creating custom landing pages           and engagement materials.

(iii) Feedback. If you provide Headspace with feedback, you grant Headspace the License to incorporate such feedback into Headspace Products and/or Services         without any payment or other consideration owed to you.

4.2 Confidential Information.

(a)   Definition: “Confidential Information” is any proprietary information provided by a Party to the other Party that is (a) is marked or declared as “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature or (b) by its nature is normally and reasonably considered confidential. Examples of Confidential Information include, but are not limited to, information regarding products, pricing, methodology, research, customers, business partners, business plans, any information which provides a competitive advantage, and the terms of this Agreement.

(b)   Exclusions: Information is not Confidential Information if (i) it was already made publicly known and generally available by the disclosing Party; (ii) after it is disclosed to the receiving Party, it becomes publicly known and generally available, not through action or inaction of the receiving Party; (iii) is already known lawfully and without restriction by the receiving Party at the time of disclosure; or (iv) is independently developed by the receiving Party without any reliance on the confidential information of the disclosing Party.

(c)   Obligations: Each Party agrees that it shall (a) treat all Confidential Information of the other Party as it treats its own Confidential Information (assuming at least a reasonable degree of care), (b) not disclose the other Party’s Confidential Information to any third Party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing similar confidentiality obligations as those in this Agreement, and (c) not, and shall not permit any third party to, use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each Party may disclose the other Party’s Confidential Information if required by Applicable Law so long as the disclosing Party, if legally permitted, is given prompt written notice of such requirement prior to disclosure.

5.  Warranties,  Disclaimers, Liability & Indemnities: The “just in case” section

While we’re all about good vibes and clear minds, this section covers the “what ifs” — just in case something unexpected happens.

5.1 Warranties & Disclaimers.

(a)   Mutual Warranties. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and to contract with the other as contemplated by this Agreement, and that nothing contained in this Agreement or in the performance of this Agreement shall place the Party in breach of any other material contract or obligation. Each Party also warrants to the other that the person signing this Agreement on its behalf has the authority to do so.

(b)   Our Warranties. Headspace represents and warrants that the Customer Services shall be provided in accordance with all Applicable Laws and government regulations and conform to or exceed the standards generally observed in the industry for similar services.

(c)   Your Warranties. You represent and warrant that (i) it has complied with Applicable Law in connection with the Customer Data, member communications, and any integrations with sponsor benefit plans including but not limited to ERISA, COBRA and HIPAA; (ii) all Eligible Employees are aged 18 and over; (iii) it has obtained all rights and permissions necessary to use the Customer Data as contemplated by this Agreement; and  (iv) it shall not resell, rent, or lease the Customer Services or Member Services.

(d)   Disclaimers. The Headspace IP, the Customer Services, and the Member Services, are provided “as is” without warranty of any kind and Headspace 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. Headspace expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement. Headspace does not warrant against interference with the enjoyment of Headspace IP or Member Services. Headspace does not warrant that the Headspace IP, the Member Services, the Customer Services are or will be error-free or that their provision will be secure or uninterrupted or make any other representations regarding the use of, results of the use of, the Headspace IP, Customer Services, or the Member Services. You shall have no right to make or pass on any representation or warranty on behalf of Headspace to any third party. These disclaimers apply despite the failure of the essential purpose of any limited remedy provided herein.  Headspace works to improve its products, but no purchase is contingent on the delivery of any future functionality, features or content, nor is it dependent on any oral or written public comments made by Headspace regarding future functionality or features. Headspace shall make commercially reasonable efforts to ensure that the Headspace Member Services are available at all times.

5.2 Liability of the Parties.

(a)   Exclusion of Consequential and Related Damages. Neither Party shall, under any circumstances, be liable to the other Party for consequential, incidental, special, punitive, or exemplary damages, whether foreseeable or unforeseeable, including but not limited to instances of loss of data, lost profits, or loss of business, regardless of the theory of liability or whether such Party has been advised of the likelihood of such damages occurring.

(b)   Limitation of Liability. Except for a Party’s gross negligence or willful misconduct, breach of Section 4.2 (Confidential Information), or amounts awarded to third parties or agreed in settlement of civil litigation in connection with the indemnification obligations in Section 5.3, under no circumstances shall a Party’s total liability of any kind arising out of or related to this Agreement (including but not limited to warranty claims), regardless of the theory of liability, exceed the amount paid (or with respect to fees due, payable) by you under this Agreement in the twelve months preceding the event giving rise to liability.

(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 agreed upon compensation 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, and each of these provisions shall apply even if the warranties in this Agreement have failed of their essential purpose.

5.3 Indemnification.

(a)   By Headspace. Headspace shall indemnify, hold harmless and defend you from and against, and shall pay any damages and costs finally awarded against you or agreed in settlement by Headspace (including reasonable attorneys’ fees) resulting from, any third-party claim that the use of the Headspace IP contemplated in this Agreement infringes the U.S. patent, copyright or trademark rights of a third-party. If use of the Headspace IP is (or in Headspace’s opinion is likely to be) enjoined, Headspace may: (x) substitute for the Headspace IP substantially functionally similar programs and documentation; (y) procure the right to continue using the Headspace IP; or if (x) and (y) are not possible after reasonable commercial efforts from Headspace, (z) Headspace may terminate the Agreement and shall refund you the unused Fees paid by you. Exclusive Remedy. The rights and remedies granted to you under this section state Headspace’s entire liability, and your sole and exclusive remedy, with respect to actual or alleged infringement of third-party Intellectual Property Rights by the Headspace IP.

(b)   By Customer. You shall indemnify, hold harmless and defend Headspace and its officers, directors, employees and agents from and against all claims, damages, losses and expenses (including reasonable attorneys’ fees), arising out of any claim by a third-party to the extent such claim is based on: (i) the Customer Content (including but not limited to use of the Customer Content as permitted hereunder), (ii) your breach of Section 5.1(c); or (iii) your use of the Customer Services other than in accordance with this Agreement.

(c)   Process. As conditions to indemnification, the Party seeking indemnification must provide detailed written notice to the indemnifying Party promptly after learning of the claim, and the indemnifying Party shall not be obligated to indemnify to the extent it is materially prejudiced by any delay in such notice. The indemnifying Party must have the right to assume control of the defense and settlement of the claim, and the indemnified Party must provide reasonable assistance at the indemnifying Party’s reasonable expense, provided that the indemnified Party shall not be obligated to participate in any settlement pursuant to which the indemnified Party is required to admit liability or pay any amount other than amounts concurrently reimbursed by the indemnifying Party. Where a Party has an obligation to defend in this Agreement, the other Party may retain its own counsel at its own expense to participate in its defense, but that expense shall not be included in the defending party’s payment obligation.

6.   General Legal Terms: The (still friendly) fine print.

6.1 Compliance

Each Party shall materially comply with any Applicable Laws.

6.2 Insurance

Each Party shall carry insurance in customary and appropriate coverage amounts during the Term.

6.3 Independent Contractors

This Agreement does not create a joint venture, partnership, employment or agency relationship between either Party or its employees or contractors. Neither party can represent, bind, obligate or contract on behalf of the other just by virtue of entering into this Agreement.

6.4 Notices

Notices under this Agreement must be in writing and sent by (a) postal mail to the address listed in the most recent Order Form, “Attn: Legal”, or (b) by electronic mail to legal@headspace.com in the case of Headspace, and your email address listed on the applicable Order Form. Either Party may update its notice details by written notice to the other. Notices are deemed given two (2) business days after sending.

6.5 Assignment

Neither Party may assign this Agreement without the other’s written consent, except to a successor to all or substantially all of its business that pertains to this Agreement, whether by merger, acquisition, operation of law, sale, or otherwise. Non-permitted assignments are void. Subject to the foregoing, this Agreement shall bind and benefit the Parties, successors, and permitted assigns.

6.6 Force Majeure

A Party is excused from performance if such performance is made impossible for any of the following reasons: strike of a Party’s employees, fire, flood, governmental acts, civil unrest, acts of terrorism, epidemic, or any other instance where failure to perform is beyond reasonable control of the Party that does not perform. If non-performance continues for sixty (60) days or more, the Party that is able to perform is entitled to terminate this Agreement by giving notice to the nonperforming Party. The relief offered by this section is the exclusive remedy available with respect to the delays described in this section.

6.7 Governing Law

This Agreement shall be interpreted using California law, excluding choice or conflict of laws principles. Any proceeding relating to this Agreement or the subject matter in it shall be brought in federal or state courts located in Los Angeles, California and each Party generally and unconditionally submits to and accepts the jurisdiction of such courts. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.

6.8 Dispute Resolution

Any dispute relating to this Agreement, or your use of the Customer Services may be resolved by arbitration at Headspace’s sole discretion, in which case the Parties waive any right to participate in a class-action lawsuit or class-wide arbitration. Arbitration shall be initiated through the American Arbitration Association ("AAA") and all arbitration proceedings shall take place in the State of California. If the AAA is not available to arbitrate, the Parties shall select an alternative arbitral forum. All costs associated with arbitration are to be shared evenly between the Parties. The arbitrator shall decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of each party. The arbitrator shall have the authority to award all remedies available under Applicable Law, the arbitral forums rules, and the terms of arbitration. The award of the arbitrator is final and binding upon the Parties. Notwithstanding the above, either Party may bring a claim related to Intellectual Property Rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security. The prevailing Party in any lawsuit arising from or relating to this Agreement is entitled to recover reasonable attorneys’ fees.

6.9 Severability

If a tribunal or court of law finds that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions of the Agreement shall not be affected. In addition, the court or tribunal shall be empowered to substitute, to the extent enforceable, provisions similar to the unenforceable provision, or other provisions, so as to provide to the Parties the benefits intended by the unenforceable provision to the fullest extent permitted by applicable law.

6.10 Third Party Beneficiaries

Neither Party intends that this Agreement be read to confer any rights or remedies upon any person or entity that is not a Party to this Agreement.

6.11 Publicity

With prior written consent (email is sufficient): (a) Headspace may use your name and logo in listings of its customers on the Website and in other public statements or disclosures to market the Customer Services and the Member Services; and (b) You may externally publish and promote the existence or nature of the working relationship with Headspace. Notwithstanding the foregoing, any internal communications that reference either party require no prior approvals.

6.12 Amendment & Waiver

Any and all changes to the Agreement must be in writing and signed by both parties. If a Party does not enforce a portion of the Agreement, that does not affect the Party’s ability to enforce it in the future.

6.13 Entire Agreement

This Agreement (including any amendment under 6.12) represents the entire understanding between the Parties as it relates to the subject matter. Unless expressly incorporated by reference, no statements, emails or proposals are included in the Agreement.

6.14 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

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