MASTER SERVICE AGREEMENT

RECITALS

WHEREAS, VEZA is in the business of transmedia consulting, brand development, blended marketing/consumer consumption strategies, public relations, media production support services (including interactive/web/mobile application strategies, user experience design, information architecture), media production, copywriting, sales development, and studio/VEZA support.

WHEREAS, Client desires to engage VEZA to provide certain Services and VEZA desires to provide the same.

WHEREAS, the Parties have agreed to the terms of the Statement(s) of Work incorporated by reference herein.

1. SELECT DEFINITIONS

The Parties agree that, when used in capitalized form herein, the following terms shall have the following meanings unless they are otherwise defined in the MSA or Statement of Work:

1.1. Client Materials shall mean the client audio-visuals, client technology, client confidential information and all other information and content, disclosed and provided to VEZA by Client for the purpose of performing the agreed upon Services.

1.2. Client Third-Party Materials shall mean web pages, graphics, photographs, audiovisuals, databases, programming source code, documentation, work processes, workflows, presentation content, and any other information and content, which Client has obtained from a third-party (independent of this Agreement), and which is then disclosed and provided to VEZA, by Client, for the purpose of performing the Services.

1.3. VEZA Materials shall mean any and all Services and the software, technology, graphics, text content, databases, proprietary code, functional documentation, presentations, and “any and all” audiovisuals in existence prior to the Agreement that is used by VEZA for the purpose of performing the Services.

1.4. VEZA Third-Party Materials shall mean web pages, mobile applications, software, graphics, video, text content, audiovisuals, databases, programming source code, functional documentation, presentations, and any other information and content, which VEZA has obtained from a third-party (independent of this Agreement), and which is then disclosed in writing and provided to Client for the purpose of performing the Services.

1.5. Custom Developed Materials shall mean all materials created by VEZA during the term of this Agreement on behalf of Client in furtherance of the marketing and/or development, and other Services deliverables that have been provided to Client, and paid for by Client, naturally extending to development drafts, drawings, diagrams, notes, and communications behind the development of such materials. Custom Developed Materials shall not include any Client Materials, Client Third-Party Materials, VEZA Materials, VEZA Third-Party Materials, or any third-party software incorporated into the Custom Developed Materials.

1.6. Retained Components shall mean all materials in existence prior to the Agreement that VEZA will retain full ownership, rights, and interest to. Pre-existing materials shall include intellectual property that has not been developed for Client under any Agreement or any applicable Statement of Work, including, without limitation, all software (object and source code), scripts, generic modules, designs, graphics, databases, interfaces, copy, artwork, other content, and any items (collectively, the “Retained Components”).

1.7. Services shall be defined as all services and any associated deliverables which VEZA provides to Client pursuant to a Statement of Work.

1.8. Technology shall mean (i) evaluation, technical, scientific, engineering, marketing, financial and business reports, plans, studies, diagrams, or flow charts; (ii) all forms and types of scientific, technical, economic, or engineering information; and (iii) patterns, plans, compilations, program devices, formulas, designs, prototypes, methodologies, techniques, ideas, solutions, concepts, wireframes, workflows, use cases, matrices, processes, procedures, programs, codes, scripts, adaptations, derivative works, computers, hardware, networks, products, machines, compositions of matter, articles of manufacture, computer software, software libraries, documentation, databases, database designs, data models, screen displays, images, graphics, audiovisual works and sound recordings, whether tangible or intangible, and whether stored, compiled, or memorialized, without limitation, physically, electronically, graphically, photographically, or in writing. In recognition of the broad and comprehensive nature of VEZA’s offering and the vast, ever-changing technologies across the media spectrum, Technology will inherently apply and extend all attributes common to the format and include the following channels: film, video, broadcast, desktop interactive (web), mobile development (tablet, and smartphone), video, multi-channel video distribution, printed publications, and all forms of technical documentation.

1.9. Statement of Work or “SOW” shall be defined as any executed SOW, which will set forth all details regarding the specific projects, deliverables, change orders, or Services to be provided as part of this Agreement. Each SOW is a material part of the Agreement between the Parties and incorporated by reference herein.

2. SCOPE OF SERVICES

2.1. Services. VEZA shall provide and perform the Services and shall create and deliver the related work product and other deliverables as specified in the Statements of Work executed by both Parties.

2.2. Statements of Work. All Statements of Work must be in writing and should include at least the following information:

2.2.1. Description of the Services and deliverables in sufficient detail to gauge the successful progress and completion of the project;

2.2.2. Period of project duration, expected date(s) of completion (by phase/milestone or entire project) or delivery of deliverables, and/or other performance timetable;

2.2.3. If applicable, designated means of performance, including identification of any particular roles or individuals required to participate in the project;

2.2.4. Resources required from Client for performance of the project, such as access to particular information, systems, or environments, involvement of specific personnel, and so forth;

2.2.5. If applicable, acceptance criteria and testing period, permissible reasons for rejection and Client’s duty to remedy the same;

2.2.6. Fees owed to VEZA for the Services, along with method of computation (e.g., fixed fee or hourly rate) and timing/conditions of payment (e.g., milestone-based);

2.2.7. Description and estimated amounts of any significant reimbursable expenses expected to be incurred; and

2.2.8. Identification of the Client department responsible for overseeing the project and Client employee designated as project owner.

2.3. Governance. Each Statement of Work shall be assigned a number and will, upon execution by both of the Partis hereto, be incorporated into and become part of this Agreement. In the event of any conflict between this Agreement and any Statement of Work, the terms and conditions of the applicable Statement of Work shall control as to the specific deliverables and Services addressed in said Statement of Work, and this Agreement shall control as to all other matters.

2.4. Change Orders. If, prior to completion of the Services or delivery of the deliverables under a Statement of Work, Client seeks to make any changes to the Services, Client shall notify VEZA in writing and VEZA shall determine whether such changes can be made in a reasonable and feasible manner. Within ten (10) days of receiving notification of the desired changes from Client, VEZA shall respond to Client with an estimate of the effect of the changes on the Fees associated with the project and the timing of performance and delivery of the Services. If Client agrees to the revised Fees and/or schedule, Client and VEZA shall execute a written “Change Order” amending the Statement of Work. If Client does not agree to the revised Fees and/or Schedule, or if Client does not respond to VEZA’s estimate within five (5) days of delivery thereof (or such longer time as agreed to in writing by the Parties), then the unmodified Statement of Work shall remain in full force and effect.

2.5. Client Cooperation. Client hereby acknowledges that successful performance by VEZA of the Services shall require Client to cooperate with VEZA in good faith and to provide information as may be requested by VEZA from time to time. Client hereby agrees to provide such good faith cooperation and information.

3. PROPRIETARY RIGHTS

3.1. Work Product. Unless expressly stated otherwise in a Statement of Work, the performance of Services by VEZA shall be considered specially ordered or commissioned by Client and all work product resulting therefrom shall be works made for hire authored by VEZA under 17 U.S.C. § 101. All Services and work product produced or arising therefrom, including but not limited to any trade name, domain name, logo, trade dress, trademark (including any permutation or secondary mark), service mark, patent, copyright, trade secret, design, pattern, advertisement, marketing program, webpage, photograph, recording (audio or video), presentation and other right in intellectual property developed in the course of the performance of Services by VEZA (collectively referred to in this paragraph as “Works”) shall be works made for hire. Client shall be the sole and exclusive owner of all rights of whatever nature, title and interest in such Works, in perpetuity and throughout the universe. To the extent that any Works are not works made for hire, VEZA hereby assigns, conveys and transfers to Client all of its ownership, right, title, interest and copyright in such Works and Client shall have the irrevocable and perpetual right, throughout the universe, in any manner and in any media now known or hereafter devised to use and exploit and use the Works to such extent as Client desires without payment of additional compensation to VEZA. VEZA agrees to execute and deliver to Client such instruments of assignment as Client may from time-to-time request in order to affect the purposes of this paragraph.

3.2. VEZA Intellectual Property. Notwithstanding the provisions of Section 3.1, Client shall have no rights to or interests in VEZA’s Intellectual Property. “VEZA’s Intellectual Property” shall consist of proprietary information of VEZA including, without limitation, any materials, trademarks, methods, inventions, information, reports, practices, procedures, equipment, ideas, documentation, business plans, databases, platforms, software, or processes licensed to or developed or used by VEZA for its general business and not developed specifically as part of the Services for Client. Client acknowledges and agrees that no title to VEZA’s Intellectual Property is transferred to Client under this Agreement. All right, interest, title and full ownership rights to VEZA’s Intellectual Property will remain the exclusive property of VEZA and its licensors.

3.3. VEZA Materials. VEZA retains all right, title and interest in any materials which VEZA provides or makes available to Client in connection with the performance of this Agreement (the “VEZA Materials”).

3.4. Client Materials License. Client hereby grants to VEZA a nonexclusive, limited, revocable license to reproduce, distribute, use and display the Client Materials solely for the purpose of performing its obligations under this Agreement and subject to the terms of this Agreement.

3.5. Retained Components. VEZA shall retain all right, title and interest in the Retained Components. Notwithstanding the foregoing, VEZA grants to Client a non-exclusive, non-transferable, royalty-free license to use, reproduce, publicly perform and display the Retained Components throughout the duration of the business relationship, and so long this Agreement remains in effect.

4. CONFIDENTIAL INFORMATION

4.1. Confidential Information. “Confidential Information” shall mean and include all of the proprietary, non-public information of either Party disclosed pursuant to or in furtherance of this Agreement including but not limited to the terms of this Agreement, each Party’s non-public marketing or promotional information, information relating to inventions, patent, trademark and copyright applications, improvements, know how, software, technical processes and formulas, source codes, designs, sales, costs and other unpublished financial information, product and business plans, business strategies, branding strategies, workshop content and format, methodologies, pricing, development project documents, proposals, estimates, statements of work, technical plans, design specifications, agreements, materials, processes, programs, names of and relationships with vendors, customer or client lists, licensee names, contractual arrangements, and other non-public or otherwise confidential, sensitive or proprietary information. Notwithstanding the foregoing, “Confidential Information” shall not include any information, that the recipient can demonstrate through its records (i) was in its knowledge or possession prior to disclosure by the discloser, (ii) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of recipient, or (iii) was disclosed to recipient by a third party with the right to make such a disclosure.

4.2. Duty of Nondisclosure. It is expected that, appurtenant to this Agreement, each Party to this may disclose certain Confidential Information to the other Party. Each Party shall refrain from using or exploiting any and all Confidential Information of the other Party for any purposes or activities other than those specifically authorized in this Agreement. Each Party represents and warrants that it will hold Confidential Information in confidence and protect Confidential Information to the same extent and by the same means it uses to protect the confidentiality of its own proprietary or confidential information that it does not wish to disclose. Neither Party shall disclose or facilitate disclosure of Confidential Information of the other Party to anyone except its employees, independent contractors, or legal or tax advisors who are authorized according to this Agreement and who have a “need to know such information.” Each Party shall ensure that the employees, independent contractors, or legal or tax advisors to whom the Confidential Information is disclosed comply with their obligations under this Agreement with respect to the Confidential Information.

4.3. Survival. Each Party’s duty of confidentiality with respect to all Confidential Information it receives hereunder will survive termination of expiration of this Agreement and will be binding upon each Party’s successors and assigns. Upon termination or expiration of this Agreement, all Confidential Information made available hereunder, including copies thereof, shall be returned to the disclosing Party or shall be certified as destroyed at the request of the disclosing Party.

5. FEES AND PAYMENT

5.1. Fees. The Fees for the Services shall be set forth in the Statement of Work. Unless otherwise specified in a Statement of Work, Client agrees to pay all Fees to VEZA within three (3) days of receipt of an invoice from VEZA for the same. Except as specifically stated herein, failure to pay any fee when due and payable shall constitute a material breach of this Agreement.

5.2. Method. Payment method shall be specified in the Statement of Work, though acceptable method extends include ACH Transfer, Wire Transfer, Interac, and all major credit cards, including but not limited to Visa, American Express, and MasterCard. Payments made via credit card and Interac shall be subject to an additional line-item fee equivalent to 3.5% of the transaction balance due, or as sufficient to cover charges of the merchant account and/or payment gateway.

5.3. Project Expenses. Client shall pay all reasonable direct costs, including (without limitation) internet-related registration costs, subscriptions, tuitions, permits, third party web app tools, postage, web hosting, shipping, telephone, insurance, legal fees, printing, image licensing, casting/recruiting, billing, travel, per diem, material and reproduction costs, and all other ancillary expenses required by Client in the fulfillment of its Services. VEZA agrees to notify Client in writing of any and all expense items which have an estimated cost in excess of $10.00, prior to incurring such cost.

5.4. Past Due Payments. For all Fees not received by VEZA on or before the day upon which such Fees are due shall thereafter be subject, in VEZA’s sole discretion, to accrue interest at the rate of 1.5% of the outstanding amount per month, or at the maximum rate permitted by law, whichever is lower. VEZA shall further have the right to suspend the performance of all Services, if any payment due and payable goes unpaid. VEZA also reserves the right to submit any balance to collections which goes unpaid for ninety (90) days following the invoice date. In the event that VEZA has to pursue an unpaid balance through collections or other legal action, Client will be responsible for all associated collection costs, including reasonable attorney’s fees.

5.5. Taxes. Client agrees to pay all value-added, foreign, federal, state, provincial, and local taxes, if applicable, associated with Client’s access to, use, or receipt of the Services, exclusive of any taxes on VEZA’s income.

6. TERM AND TERMINATION

6.1. Term. The term of this Agreement shall begin on the execution date of the first Statement of Work and, unless terminated pursuant to 6.2 below, shall remain in effect until the later of one (1) year or thirty (30) days after the expiration or termination of all Statements of Work hereunder.

6.2. Termination.

6.2.1. Termination Without Cause. Either Party may terminate the Agreement, any Statements of Work, or both, at any time, for no reason or for any reason, upon sixty (60) days written notice to the other Party. Notice must dictate a date and time that all work should cease.

6.2.2. Termination for Nonpayment. Following any failure to make timely payment by Client, VEZA may suspend performance of the Services immediately and terminate this Agreement or any Statement of Work for material breach upon thirty (30) days prior written notice to Client and Client’s failure to cure the breach during the thirty (30) day notice period. If Client fails to cure the non-payment during the thirty (30) day notice period, VEZA has the right to control any products VEZA created for the Client, including but not limited to digital products in the form of websites, web apps, mobile apps, job boards, applications, and at its own discretion remove the Client’s access from such products. In addition to any other right VEZA may have under this Agreement, Statement of Work, or at law, to recover its damages, VEZA also has the right to seek injunctive relief for the purpose of removing or restraining deliverables, until payment is made in full. To the extent VEZA pursues successful legal action, including collection efforts, against Client for non-payment; Client agrees to pay all fees, including legal fees and interest, incurred in that process.

6.2.4. Effect of Termination. Upon any termination or expiration of the Agreement, VEZA shall have the right to immediately and permanently suspend the performance of all Services. Upon termination or expiration of the Agreement, Client will be obligated to make payment for all outstanding hours performed by VEZA up to the time of such termination or expiration. Client will also be obligated to cover all project-related expenses incurred by VEZA in its effort to provide the Services or deliverables up to the date of expiration or termination, as well as any overdue balances from previous invoices. For clarification all payments to VEZA made prior to a termination are non-refundable, and all payments owned but not paid prior to termination shall remain due and owed.

6.2.5. Return of Materials. Upon termination of this Agreement, either Party may request in writing the immediate return of all of their respective Confidential Information. The requested Party will have not more than seven (7) calendar days to remedy such request.

6.3. Survival. The following terms and conditions shall survive any expiration or termination of this Agreement until such time as they are exhausted: Sections 3, 4, 5, 7-11.

7. REPRESENTATIONS AND WARRANTIES

7.1. By VEZA

7.1.1. Authority. VEZA represents and warrants that it has the authority to enter into this Agreement and the ability to perform its obligations hereunder.

7.1.2. Workmanship. All Services shall be performed by competent personnel with appropriate skills and experience in a professional and workmanlike manner and in accordance with the applicable Statement of Work, generally accepted industry standards, and all applicable law.

7.1.3. Non-Infringement. VEZA further represents and warrants that: (a) the Services do not infringe the intellectual property rights of third parties; and (b) VEZA owns, licenses and/or has the right to grant and extend any licenses provided hereunder.

7.2. By Client

7.2.1. Authority. Client represents and warrants that: (a) it is financially solvent and has the ability to perform its obligations hereunder; and (b) the person executing the Agreement is a duly authorized officer or representative of Client with the authority to enter into and bind Client to the terms and conditions of this Agreement.

7.2.2. Non-Infringement. Client further represents and warrants that: (a) any content provided or uploaded by Client, Client Materials and Client Third Party Materials do not infringe the intellectual property rights of third parties; and (b) Client owns, licenses and/or has the right to grant and extend any licenses provided hereunder.

8. DISCLAIMERS

8.1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. USE AND RELIANCE ON THE SERVICES ARE AT CLIENT’S OWN RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VEZA EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM STATUTE, OPERATION OF LAW, COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VEZA EXPRESSLY DISCLAIMS THAT USE OF OR ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, FREE OF DEFECTS, OR FREE OF TECHNICAL PROBLEMS.

8.2. Warranty Period. During the term of this Agreement, VEZA agrees to use commercially reasonable efforts to correct all non-conformities reported by Client leading up to final delivery and Client approval of deliverables. A reasonable period of time shall be afforded to VEZA to investigate and remedy all non-conformities, as a matter of standard day-to-day business practice. If it is reasonably determined that any reported non-conformity was caused, directly or indirectly, by improper use or modification of a website, application or any other deliverable(s) by Client, its employees, agents, representatives, or other third parties, or that such non-conformity did not exist, VEZA shall be entitled to payment from Client for its time spent investigating and/or resolving the reported non-conformity at VEZA’s then-current hourly rate, plus reasonable and customary expenses incurred, all of which shall be due and payable upon receipt of VEZA’s invoice, and prior to satisfaction of the Statement of Work’s completion.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1. Limitation of Liability. IN NO EVENT SHALL VEZA BE LIABLE FOR (i) ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (ii) ANY DAMAGES FOR CORRUPTION, UNAUTHORIZED DISCLOSURE OR ERASURE OF DATA OR CONTENT TRANSMITTED OR RECEIVED OR STORED ON SOFTWARE, CLIENT’S INTERNAL NETWORK SERVER, OR CLIENT’S INTERNET SERVICE PROVIDER’S SYSTEM; OR (iii) ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA OR PROFITS, LOSS OF BUSINESS OPPORTUNITIES, COSTS OF PROCUREMENT OR REPLACEMENT GOODS AND SERVICES, LOSS OF CONTENT, INABILITY TO ACCESS CONTENT, INABILITY TO TRANSMIT OR RECEIVE DATA OR CONTENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OR PERFORMANCE OF THE VEZA DELIVERABLE, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY VEZA TO CLIENT. VEZA’S TOTAL CUMULATIVE LIABILITY TO CLIENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL FEES PAID BY CLIENT TO VEZA PURSUANT TO THE STATEMENT OF WORK FROM WHICH THE DAMAGES OR LIABILITY AROSE. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING GROSS NEGLIGENCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CONSEQUENTIAL DAMAGES; THIS SECTION APPLIES ONLY TO THE EXTENT AVAILABLE BY APPLICABLE LAW.

9.2. Indemnification by Client. Client agrees to indemnify, defend, and hold harmless VEZA, its subsidiaries, parents, partners, affiliates, agents, contractors, licensors, shareholders, officers, directors, representatives, and employees (collectively, “VEZA Parties”) from and against any and all claims, losses, costs, actions, lawsuits, judgments, demands, injuries, expenses, damages, and reasonable attorneys’ fees and costs (collectively, “Claim(s)”) arising out of or relating to any: (i) negligent act or omission by Client; (ii) any breach of the Agreement by Client; (iii) any violation or alleged violation by Client of any applicable foreign or domestic, federal, state or local statutes, laws, ordinances, rules and regulations or industry standards; and (v) any violation or alleged violation by Client of the rights of any third party, including without limitation intellectual property rights.

9.3. Indemnification by VEZA. VEZA agrees to indemnify, defend, and hold harmless Client, its subsidiaries, parents, partners, affiliates, agents, contractors, licensors, shareholders, officers, directors, representatives, and employees from and against any third-party Claim arising out of or relating to any of the following: (i) any breach of this Agreement by VEZA; and (ii) any allegations of fraud, misrepresentation, negligence, infringement of intellectual property rights, violation of privacy, or other violation of law by VEZA.

9.4. Procedure. Any Party seeking indemnification shall provide prompt written notice of any Claim and reasonable cooperation. Any indemnifying party shall not agree to any resolution of any Claim that adversely affects the indemnified party’s rights or interests without the prior written consent of the indemnified party, which shall not be unreasonably withheld.

9.5. No Exclusive Remedy. The indemnities provided pursuant to this Section 9.2 and 9.3 are in addition to, and not to the exclusion of, any other remedy that may be available at law or in equity.

10. DISPUTE RESOLUTION

For all disputes arising out of or under this Agreement, arbitration is elective. Election to participate in arbitration by either Party is binding on all Parties. If a dispute arises and neither Party elects to arbitrate, the exclusive venue for any non-arbitration action arising out of or under this Agreement – including, without limitation, any motion to compel arbitration, any remedies in aid of arbitration, or any petitions for equitable relief – shall be the state and federal courts located in or nearest to San Francisco, California. The Parties hereby waive any objection to the venue or personal jurisdiction of such courts.

10.1. Governing Law. This Agreement, including any Statements of Work, shall be treated as though this Agreement were executed and performed in Dover, Delaware and shall be governed and construed in accordance with the laws of Delaware without regard to conflict of law principles.

10.2. Clients Located in the United States & Canada

10.2.1. Arbitration. Clients located in the United States agree that any dispute, of any nature whatsoever, between Client and VEZA arising out of or relating to this Agreement, including any Statements of Work, shall be decided by neutral, binding arbitration before a representative of JAMS. The Parties agree that the arbitration will take place over Zoom unless the Parties mutually agree to participate in person, in which case the arbitration will take place in Dover, Delaware. The arbitrator shall render an award in accordance with the substantive laws of California and JAMS’ Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS fee) to the prevailing party.

10.3. Clients Located in the EU

10.3.1. Arbitration. Clients located in the EU agree that any dispute, of any nature whatsoever, between Client and VEZA arising out of or relating to this Agreement, including any Statements of Work, shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Greece. The language of the proceedings shall be English. Applicable rules of substantive law shall be Greece.

10.4. Clients Located in the MENA Region

10.4.1. Arbitration. Clients located in the MENA Region agree that any dispute, of any nature whatsoever, between Client and VEZA arising out of or relating to this Agreement, including any Statements of Work, shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules.The seat of arbitration shall be Lebanon. The language of the proceedings shall be English. Applicable rules of substantive law shall be Lebanon.

10.5. Legal Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees, litigation costs (including arbitration fees and court fees), and any other relief it may be awarded.

11. MISCELLANEOUS

11.1. Entire Understanding. This Agreement, along with all Insertion Orders and Statement of Works executed by the Parties pursuant to this Agreement, contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral. There are no restrictions, promises, covenants, or understandings other than those expressly set forth herein, and no rights or duties on the part of either Party are to be implied or inferred beyond those expressly provided for.

11.2. Severance. If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The Parties agree to negotiate and amend in good faith such provision in a manner consistent with the intentions of the Parties as expressed in the Agreement, if any invalid or unenforceable provision affects the consideration of either Party.

11.3. Modifications and Additions. No modifications or additions to the terms and conditions of this Agreement shall be binding unless in writing and signed by both Parties.

11.4. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Neither Party may assign the terms or conditions of this Agreement to a third party, affiliated entity, or related division without the prior written consent of the other Party.

11.5. Notices. All notices provided in connection with this Agreement will be in writing and will be delivered by email or either (i) certified or registered mail, postage prepaid and return receipt requested or (ii) courier and will be deemed effective upon receipt by the authorized representative and the address the Parties may designate by written notice to each other.

11.6. Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any provision or right in that or any other instance.

11.7. Independent Contractors. The Parties hereto are independent contractors, and nothing herein should be construed to constitute the Parties as partners, joint ventures, agent and principal, or employer and employee. Nothing herein will give either Party any right or authority to bind the other, and neither Party will bind the other to any obligation to any third-party.

11.8. Assurances. Each Party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to each other under this Agreement are true, correct and accurate to the best of their knowledge.

11.9. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God or any act beyond its reasonable control provided that such Party gives the other Party written notice thereof promptly upon discovery thereof and uses its best efforts to cure the delay.

11.10. Non-Solicitation. Client shall not induce or solicit (directly or indirectly) any employee, contractor, or sub-contractor of VEZA to leave or challenge their working relationship with VEZA or engage the services of a VEZA representative or sub-contractor without the prior written consent of VEZA. Solicitation provisions shall remain in effect for a period of one (1) calendar year after the last Statement of Work is completed, regardless of the representative/sub-contractor’s involvement, or lack of involvement in said Statement of Work.

11.11. Testing, Acceptance and Rejection. Client hereby acknowledges and agrees that the use or registration of a VEZA deliverable constitutes a condition through which quality and conformity to the details of the Statement of Work may be ascertained. If Client determines that VEZA deliverables are not met to the specification of the Statement of Work, Client agrees to notify VEZA in writing so that the deliverable may be remedied. If Client determines that VEZA deliverables meet the specification of the Statement of Work, Client agrees to notify VEZA so that the Statement of Work may be considered completed in whole. If Client fails to provide notice in either scenario within seven (7) days of release of deliverables for review by the Client, VEZA will consider the Statement of Work completed and be entitled to any remaining payment by the Client.

11.12. Non-Exclusive. Nothing in this Agreement shall restrict VEZA from performing work for other clients during the term of this Agreement whether or not such work is similar to the Services performed in respect to each other.