BE MY EYES SERVICE CONNECT END USER LICENSE AGREEMENT

This Be My Eyes Service Connect End User License Agreement (this “Agreement”) is a contract and binding legal agreement between Accessibly Inc., doing business as Be My Eyes (“BME”) and the person or entity that has purchased a subscription from BME (“you,” “your,” or “Subscriber”).

TERMS APPLICABLE TO ALL SERVICES

1. SUBSCRIPTION LICENSE. Subject to Subscriber’s compliance with the terms and conditions of this Agreement, including the payment of applicable fees, BME hereby grants Subscriber and Subscriber hereby accepts a non-exclusive, world-wide, revocable license (a) to download, copy and use an object code version of BME’s mobile applications (“BME Apps”) and to access and use BME web applications (collectively with BME Apps the “Service Connect Software”), and (b) to access and use the features, functionality and services of Be My Eyes Service Connect (“Service Connect”), in each case (i) only for Subscriber’s internal business operations; (ii) for the term of the subscription indicated in your order or quotation, or for one year from the date your Subscription is activated if no subscription term is indicated on the order or quotation, and (iii) only in accordance with the requirements of this Agreement and your order. BME’s licenses to you are non-transferable and non-sublicensable. Collectively, Service Connect Software, Service Connect, and any related services provided by BME are “BME Solutions.” BME Solutions enable Subscriber to provide commercial services to blind or low-visioned persons who use the BME App to access such services (each a “BME User”). Your ability to use and access BME Solutions for the time indicated in your order is your “Subscription.”

2. SUBSCRIBER AUTHORIZED USERS. Subscriber’s license under this Agreement may be used by the number of Subscriber’s responders, employees, agents, and contractors (“Authorized Users”) indicated in Subscriber’s order. Subscriber is fully responsible for all use and/or misuse of BME Solutions by Authorized Users.

3. SERVICE CONNECT
3.1 Implementation and Activation of Services. Before activating Service Connect, BME will customize and configure BME Solutions so that Subscriber can receive live video calls directly from BME Users; (b) use Subscriber Marks to identify BME Solutions as tools for Subscriber’s Authorized Users; and (c) upon Subscriber’s request, require BME Users to accept Subscriber’s terms of use, privacy policy or other terms provided to BME before the BME User places a first live video call to Subscriber. Subscriber will not be able to place live video calls using BME Solutions. Acceptance of BME Solutions will be deemed to occur when Subscriber, or an Authorized User on Subscriber’s behalf, has received a live video call directly from BME or a BME User.

3.2 Metrics. During the Term, BME will provide Subscriber with access to a cloud-based dashboard so Subscriber can view and download reports containing key performance indicators for Service Connect.

3.3 Service Directory. BME will provide Subscriber with a premium listing in the Be My Eyes service directory. The premium listing will allow Subscriber to establish and change the customer service number presented to BME Users and include, at Subscriber’s option, (i) Subscriber’s logo; (iii) open hours for Subscriber’s customer service center(s); and (iii) a description of Subscriber’s business and accessibility services.

3.4 Service AI. If indicated on Subscriber’s order, Be My Eyes will provide BME Users with the ability to access Be My AI for customer assistance before or in lieu of connecting directly to Subscriber.

3.4.1 Use of Be My AI is governed by BME’s terms of service and privacy policy accepted by BME Users. Supplier will not have access to images submitted to Be My AI by BME Users; BME User queries to Be My AI; or the results of BME User submissions to Be My AI.

3.4.2 Subscriber acknowledges that artificial intelligence and machine learning tools are new and are evolving rapidly. Because of the probabilistic nature of machine learning, using Be My AI may sometimes result in incorrect responses that do not accurately describe real people, places, or facts.

3.4.3 The Be My Eyes Terms of Service accepted by BME Users advises them to evaluate the accuracy of any results as appropriate for their use case, including by using human review and particularly to verify accuracy of Be My AI results for important issues.

3.5 Data Security. BME will encrypt all live video calls in transit via HTTPS/TLS. BME will not record, view, monitor, moderate or store live video calls between Subscriber and BME Users.

3.6 Personal Data. For purposes of this Agreement, “Personal Data” means any information designated as “personal data,” “personal information,” or any other analogous or similar designation under California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018); the General Data Protection Regulation 2016/679 (“GDPR”) and supplementing data protection law of the European Union Member States; the United Kingdom’s Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union Withdrawal Act 2018; the Swiss Federal Data Protection Act; Canada’s Personal Information Protection and Electronic Documents Act S.C. 2000, ch. 5, and any provincial legislation deemed substantially similar to PIPEDA under the applicable procedures; the Brazilian Law No. 13,709/2018 – Brazilian General Data Protection Law, and all analogous applicable laws of any jurisdiction, regardless of the jurisdiction where the information is obtained.

3.7 BME as Data Controller. BME has a pre-existing relationship with all BME Users, who accept BME’s terms of service and privacy policy to use BME’s services. With respect to BME Users, BME does not process any data provided or collected by or on behalf of Subscriber. BME is the data controller under applicable law for all Personal Data / personally identifiable information provided to BME by the BME User.

3.8 Subscriber as Data Controller. When using BME Solutions to provide support to BME Users, Subscriber may receive Personal Data / personally identifiable information and other data directly from the BME Users. BME will not have access to any such data, and Subscriber is the data controller under applicable law for all such data.

3.9 No Personal Data. Subscriber agrees that all accounts established to access BME Solutions will consist of generic usernames (e.g., “Help Desk 1”) and passwords that do not contain Personal Data / personally identifiable information. Subscriber agrees not to provide BME with any Personal Data in connection with or using BME Solutions.

3.10 Usernames and Passwords. BME and Subscriber will agree on a naming convention to create unique usernames for Authorized Users. BME also will assign each new Authorized User a unique password that the Authorized User may change upon logging into BME Solutions for the first time. Authorized Users will only be able to access BME Solutions using that Authorized User’s unique username and associated password.

3.11 BME not a Processor of Personal Data or Confidential Information for Subscriber. Service Connect is designed as described in Sections 3.6 through 3.10, to ensure that (i) BME is not a processor of Personal Data for Subscriber; and (ii) BME does not have access to and is not storing or processing any Subscriber Confidential Information provided by or on behalf of Subscriber as part of BME Solutions. Subscriber acknowledges that a breach of any of these sections by Subscriber resulting in BME becoming a processor or sub-processor of Personal Data under applicable law will result in immediate termination of this Agreement.

4. CONTACT CENTER. If Subscriber’s Subscription includes professional contact center services, Subscriber agrees that BME may and will contract with a third party (the “Contact Center”) to receive and respond to live video calls from BME Users. All of Section 3, Service Connect, will continue to apply to this Agreement, except that the term “Authorized Users” in Section 3 will be deemed to include Contact Center agents.

4.1 No Medical Services. Contact Center services may not be used to provide medical services or services subject to the United States’ Health Insurance Portability and Accountability Act of 1996 or any analogous law of any jurisdiction.

4.2 Training; Training Materials. Subscriber must provide BME with all materials necessary to train Contact Center agents to assist BME Users on behalf of Subscriber (the “Training Materials”).

4.3 No Personal Data. Contact Center agents will not ask BME Users for Personal Data or collect Personal Data for or on behalf of Subscriber. If a BME User still discloses Personal Data during a call, BME will not provide the Personal Data to Subscriber.

4.4 Responsibility and Disclaimer. Subscriber is solely responsible for the content of the Training and for the results of providing BME Users with information included within Training Materials. Neither BME nor the Contact Center will have any liability to Subscriber or any third party arising out of or in connection with (i) Contact Center assistance provided to a BME User that is consistent with the Training Materials, and/or (ii) the inability of the Contact Center to assist a BME User because necessary information is not included in the Training Materials.

5. OWNERSHIP. BME and its suppliers have and will retain all rights (including, without limitation, all intellectual property rights arising in any jurisdiction), title, and interest in and to the BME Solutions; BME trademarks and service marks; all content created by BME; and all copies, modifications, and derivative works of them (each and collectively, “BME Intellectual Property”). Subscriber acknowledges that it is obtaining only the limited rights to use BME Intellectual Property that are expressly granted by this Agreement, and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement, an order, or elsewhere, no ownership rights are being conveyed to Subscriber under this Agreement or otherwise. Subscriber agrees that BME is free to exploit, use, license and distribute, any ideas, feedback or suggestions provided to BME as BME sees fit, without obligation of compensation or attribution.

5.1 System Data and Reports. All data and information (other than the content of live video calls) that are collected, transmitted, recorded, created or accessed by or through BME Solutions, and all data, reports, derivative works, compilations, modifications and other materials created by or on behalf of Be My Eyes from or with use of such data and information (collectively “System Data”) are the sole and exclusive property and Confidential Information of BME. Subscriber, on behalf of itself and its Authorized Users, hereby assigns all its and their right, title and interest, if any, in and to such System Data to BME without any fees due and without rights to future royalties. BME hereby grants and Subscriber hereby accepts a perpetual, irrevocable, royalty-free, sublicensable, fully-paid, worldwide right and license to copy, distribute, perform publicly, display publicly, prepare derivative works of, and modify any System Data and/or other data provided to you by the BME Solution during the term(s) of your active Subscription(s).

6. RESTRICTIONS. Subscriber must not, and must not allow any Authorized User or third party to: (i) reverse engineer BME Solutions, or any component of them, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of software used in BME Solutions by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to BME); (ii) distribute, sell, sublicense, rent or otherwise transfer the Subscriptions; (iii) recreate, lease or use BME Solutions to enable third parties to provide services; (v) post or introduce any data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or to BME Solutions; (vi) remove any product identification, proprietary, copyright or other notices contained in BME Solutions; (vii) modify or create a derivative work of any part of a BME Solution, or incorporate any BME Solution into or with other software, except to the extent expressly authorized in writing by BME; or (viii) publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating BME Solutions. Subscriber must prevent any unauthorized access to or use of BME Solutions. If any such unauthorized access or use happens, Subscriber must promptly notify BME.

7. MARKS. Subscriber and BME (each, as applicable, a “Grantor”) each hereby grant the other (the “Grantee”) non-exclusive, non-transferable, fully revocable license to use the Grantor’s trademarks, trade names, service marks, slogans, designs, labels, logos and other source-identifying symbols (collectively “Marks”) to (a) identify Subscriber to BME Users seeking Subscriber’s help via BME Solutions, (b) to identify BME Solutions for Authorized Users; and (c) to disclose Subscriber as a customer of BME (including use of Subscriber’s name and logo in customer lists on BME’s website and marketing materials). All such licensed use must comply with Grantor’s trademark usage guidelines provided to the Grantee and occur in a way that preserves Grantor’s rights. Each Grantor has and will retain all rights, title, and interest in and to that Grantor’s Marks All uses of a Grantor’s Marks will inure to the benefit of that Grantor. Each Grantee acknowledges that it has no right, title, or interest in the Grantor’s Marks aside from this license. Upon termination or expiration of this Agreement, or notice from the Grantor, the Grantee’s license to the Grantor’s Marks will expire and the Grantee will stop using the Grantor’s Marks.

8. TERM AND TERMINATION.
8.1 Subscription Services. Your subscription to you BME Solution(s) will begin on the date set out in your order or quotation, or, if there is no such date, on the date of your order is received by Be My Eyes (either the “Effective Date”) and end one (1) year from the Effective Date (“Initial Term”). Thereafter, the Agreement and your Subscription will automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless either party provides written notice to the other party of non-renewal no later than thirty (30) days prior to the expiration of the then applicable Term, or the Agreement is otherwise terminated. The Initial Term and any Renewal Term are referred to as the “Term.”

8.2 Termination. Either party may terminate this Agreement, including all related Subscriptions, if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). In addition, BME will have the right to terminate this Agreement and all Subscriptions immediately for breach of any of Sections 3.6 through 3.10, or 6; any use of BME Solutions that violates applicable law; or any abusive use of BME Solutions. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

8.3 Effect of Termination. Termination of this Agreement by BME does not affect any sums due to BME and all fees and other charges will be payable immediately, including fees or charges that are due or would have become due for the remainder of the Term had there been no termination. Upon any termination of this Agreement, Subscriber’s right to use BME Solutions will immediately terminate. Sections 5 (Ownership), 6 (Restrictions), 8 (Term and Termination), 10 (Indemnification), 11 (Confidential Information), 12 (Warranties), 13 (Disclaimers), 14 (Limitation of Remedies and Damages), 15 (Applicability and Interpretation), 16 (Relationship of the Parties; Notice), 17 (Dispute Resolution), 18 (Governing Law; Jurisdiction and Venue), and any accrued obligation for fees or to make a payment under Section 9 (Fees and Payments) will survive any termination or expiration of this Agreement.

9. FEES AND PAYMENTS. Your Subscription’s fees are set out in the quotation you received and/or the order you placed. Subscription fees are payable in advance for the term of your Subscription. All payments, including the fees for your Subscription, are non-refundable and will be made in U.S. dollars unless otherwise indicated on your order or quotation. Subscriber will be responsible for all taxes, withholdings, duties, and levies arising from the order (including VAT but excluding taxes based on the net income of BME). BME will be entitled to suspend any BME Service at any time following Subscriber’s failure to make a required payment. Subscription fees are subject to change at the beginning of each Renewal Term.

10. INDEMNIFICATION. As required above, Subscriber agrees not to provide BME with any Personal Data. Subscriber agrees to indemnify BME from and against all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to claim by an Authorized User, responder, or other third party (i) relating to Personal Data submitted to BME or in BME systems by or on behalf of Subscriber; or (ii) that Subscriber’s collection, processing, treatment, control or disposal of Personal Data, personal information, or the equivalent (as defined by applicable law) violates any law or regulation. BME will be entitled to participate in any defense through its own counsel at its own cost and expense. If Subscriber’s Subscription includes professional contact center services, Subscriber further agrees to indemnify BME from and against all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to claim by any third party arising from or relating to (i) Contact Center assistance provided to a BME User that is consistent with the Training Materials, and/or (ii) the inability of the Contact Center to assist a BME User because necessary information is not included in the Training Materials

11. CONFIDENTIAL INFORMATION. Any recipient of Confidential Information (defined below) must hold that information in confidence and not disclose it. A recipient may only use Confidential Information to use BME Solutions (as a Subscriber), provide BME Solutions (as BME), or otherwise perform an obligation or exercise a right under this Agreement. If a recipient is requested or required by law, government action, subpoena or other court order to disclose any Confidential Information, the recipient may disclose such information without liability under this Agreement, provided that, unless prohibited by law, (i) recipient has given the discloser a reasonable opportunity to (a) intervene in any proceeding to try to protect the Confidential Information and (b) review the text or contents of such disclosure before it is made; and (ii) the disclosure is limited to only the Confidential Information specifically required to be disclosed. The recipient acknowledges that remedies at law may be inadequate to protect the discloser against any actual or threatened disclosure of Confidential Information by the recipient or its representatives and, without prejudice to any other rights and remedies otherwise available to the discloser, recipient agrees to the granting of injunctive or other equitable relief in the discloser’s favor preventing disclosure, without proof of actual damages or the requirement of posting a bond or other security. “Confidential Information” means any confidential or proprietary information disclosed or made available by one party to the other that (i) is marked or otherwise identified as “confidential” or “proprietary” before its disclosure; or (ii) would reasonably be understood to be of a confidential nature, given the circumstances surrounding the disclosure and nature of the information. Notwithstanding the foregoing, Confidential Information does not include any information that recipient can demonstrate (a) was publicly available at the time of disclosure, or later became publicly available through no act or omission of recipient; (b) was already in recipient’s possession at the time of disclosure; (c) was rightfully received by recipient from a third party without any obligation of confidentiality; or (d) was independently developed by or for recipient without use of discloser’s Confidential Information.

12. WARRANTIES. Each party warrants to the other that: (1) it has all rights and authority necessary to enter into this Agreement and to carry out its terms and conditions; (2) entering this Agreement will not conflict with or cause violation of any agreement between that party and any third party; (3) it will comply with all applicable laws.

13. DISCLAIMERS. EXCEPT AS EXPRESSLY SET OUT IN SECTION 12, BME SOLUTIONS, INCLUDING ALL SERVICES PROVIDED BY BME, ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. BME DOES NOT WARRANT THAT SPECIALIZED HELP WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY.

BME IS NOT RESPONSIBLE FOR BME USER CONTENT OR CONDUCT AND SPECIFICALLY DISCLAIMS (A) ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE, INJURY, CLAIM, OR LIABILITY OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY BME USER CONTENT OR CONDUCT; AND (B) WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY BME USER OR BME USER CONTENT.

BME SOLUTIONS ARE NOT DESIGNED TO BE OR INTENDED TO BE USED AS A MOBILITY AID: THEY ARE NOT A REPLACEMENT FOR A WHITE CANE, HUMAN GUIDE, DOG GUIDE OR ANY OTHER MOBILITY AID THAT ALLOWS FOR SAFE TRAVEL, AND THEY SHOULD NEVER BE USED THAT WAY OR OFFERED AS SUCH.
BME SOLUTIONS ARE NOT DESIGNED TO BE OR INTENDED FOR USE AS AN EMERGENCY AID, A MEANS OF OBTAINING OR DELIVERING EMERGENCY SERVICES, OR A MEANS FOR DELIVERING OR RECEIVING URGENT MEDICAL TREATMENT OR URGENT MEDICAL OR HEALTH SERVICES (COLLECTIVELY, “HIGH-RISK USES”). BME SOLUTIONS HAVE NOT BEEN TESTED OR APPROVED FOR SUCH CRITICAL, HIGH-RISK USES AND YOU AGREE THAT YOU WILL NOT USE THE SERVICES FOR ANY HIGH-RISK USE. SUBSCRIBER AGREES TO INDEMNIFY BME FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, EXPENSES AND COSTS (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) ARISING FROM OR RELATING TO CLAIM BY A RESPONDER, BME USER, OR OTHER THIRD PARTY RELATED TO ANY SUBSCRIBER USE OF A BME SOLUTION FOR A HIGH-RISK USE.

Subscriber’s ability to use Service Connect is dependent on the functionality of the device that Subscriber uses to access BME Solutions as well as the availability and coverage of wireless networks, telecommunications networks and the Internet, all of which involve facilities manufactured, owned and/or operated by third parties.

BME IS NOT RESPONSIBLE FOR THE OPERATION, AVAILABILITY OR FAILURE OF ANY THIRD-PARTY DEVICES, SYSTEMS OR FACILITIES, INCLUDING WITHOUT LIMITATION THOSE REQUIRED TO USE BME SOLUTIONS.

14. LIMITATIONS OF REMEDIES AND DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCEPT FOR LIABILITY ARISING UNDER A CONTRACTUAL INDEMNIFICATION REQUIREMENT IN THIS AGREEMENT AND / OR VIOLATION OF SECTION 2 (“RESTRICTIONS”), AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO THE OTHER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY SUBSCRIBER TO BME PURSUANT TO THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE DATE LIABILITY AROSE FOR THE MATTER ASSERTED TO HAVE CAUSED THE DAMAGES.

THE PRECEDING LIMITATIONS OF LIABILITY DO NOT APPLY TO LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAWS.

15. APPLICABILITY AND INTERPRETATION. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any business form employed by Subscriber will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party will assign this Agreement (or any part thereof) without the advance written consent of the other party, except that BME will have the right to assign this Agreement to any affiliate or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempt to transfer or assign this Agreement except as expressly authorized under this section will be null and void. If any court of competent jurisdiction adjudges any provision of this Agreement to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. Except as stated in Section16, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

16. MODIFICATIONS AND UPDATES. Be My Eyes reserves the right to modify or update this Agreement at any time, without your consent, and you agree that Be My Eyes may do so. Be My Eyes will send notice of material modifications to your email address on file with us. Revisions will also be posted here. Revisions will take effect when Subscriber’s subscription renews following the date the revision is first posted, unless stated otherwise.

17. RELATIONSHIP OF THE PARTIES; NOTICE. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Any notice which may be or is required to be given under this Agreement must be in writing and will be deemed to have been received: (a) when delivered personally; (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) one (1) day after having been sent by a commercial overnight carrier with written verification of receipt. Either party may change its notice address by written notice to the other. All notices related to or arising under this Agreement will be addressed to Subscriber at the address provided to BME and to BME as follows (or as subsequently noticed by that party): Accessibly Inc., Attn: Important Legal Notice, 1111B S Governors Ave, STE 21691, Dover DE 19904. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services.

18. DISPUTE RESOLUTION. If a dispute arises between the parties in any way connected with this Agreement or the commercial relationship between the parties (a “Dispute”), the party raising the dispute must provide written notice of the Dispute to the other party, and the parties must work diligently and in good faith to resolve the Dispute. If the Dispute is not resolved within 30 days following the date of the written notice, then either party may bring an action against the other as provided by Section 18.

19. GOVERNING LAW; JURISDICTION AND VENUE. This Agreement is governed by the laws of the United States and the State of California without regard to their conflicts of law provisions, and without regard to the United Nations Convention on the International Sale of Goods. Jurisdiction and venue for any dispute in any way connected with this Agreement or the commercial relationship between the parties are the State of California and United States federal courts located in San Francisco, California, and both parties hereby irrevocably submit to the personal jurisdiction and venue of such courts.

20. ELECTRONIC ACCEPTANCE. The parties each consent to the use of electronic signatures and indications of online acceptance for purposes of signing this Agreement, intending to become legally bound.