Last Updated: February 13, 2026

These Terms & Conditions (“Terms”) govern all access to and use of the Sunny Workplace Platform and Services, as defined below, by any client (“Client,” “you”) purchasing a subscription or otherwise accessing the Platform or Services. These Terms are incorporated by reference into every Subscription Agreement executed by a Client and apply to all use of the Platform, content, integrations, and tools provided by Sunny LLC (“Sunny,” “we,” or “us”).

By signing a Subscription Agreement, accessing the Platform, or using any Services, you agree to be bound by these Terms.

Sunny is a single-member limited liability company wholly owned by the Barnes Family Foundation (the “Foundation”), a Pennsylvania nonprofit corporation exempt from federal income tax pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. All services and products provided by Sunny to Client pursuant to this Subscription Agreement are in furtherance of Sunny’s and the Foundation’s charitable and educational purposes.

1. Definitions

1.1. Affiliate shall mean: (a) any persons or entities that, directly or indirectly, control, are controlled by, or are under common control with either Party; or (b) any persons or entities that are acquired, managed, or operated by either Party, whether by membership, stock ownership, joint operating agreement, or other substantial relationship. Control means, with respect to a corporation, the direct or indirect control of more than fifty percent (50%) of the voting power to elect directors thereof, or with respect to any other entity, the power to direct the management or management policies of such entity.

1.2. Agreement means this Sunny Workplace Enterprise Terms and Conditions as defined above and includes any Exhibits or Appendices thereto.

1.3. Authorized Users or Users means all persons authorized by Client to access the Services through Client’s account under this Agreement as set forth in an applicable Subscription Agreement. Client may have only as many Authorized Users activated at any one time for the Platform as specified in the applicable Subscription Agreement. No registered account may be shared or accessed by more than one Authorized User.

1.4. Client Data means all data, reports, information, or other materials created by Client on or through the Platform.

1.5. Implementation Support Services means those services provided by Sunny in connection with the delivery of the Platform to the Client but invoiced as a separate line item from the Platform itself such as, by way of example, set up, implementation, training, customization and other Implementation Support Services as defined below.

1.6. Permitted Uses means access and use of the Platform by Client for the benefit of Client and its Authorized Users to utilize in connection with employee social connectedness, wellbeing, and workplace resilience.

1.7. Sunny Workplace Platform Products and Services or the Platform shall mean the digital interface used to deliver program materials, including HubSpot sites or other custom platforms and other proprietary content, including but not limited to assessments, frameworks, Manager Connect Guides, toolkits, exercises, scripts, digital materials, connection strategy resources, etc., that Sunny makes available through an internet accessible user interface or other Sunny web site.

1.8. Services shall mean all applicable services provided herein by Sunny including the Platform/Platform Products and Services and Implementation Support Services.

1.9. Subscription Agreement means the commercial order document executed by Client setting forth purchased products, subscription term, user limits, pricing, and other commercial terms.

2. Scope of Agreement

2.1. These Terms govern all access to and use of the Services. The Subscription Agreement sets commercial and transactional terms. In the event of conflict, the Subscription Agreement governs only commercial specifics; these Terms govern all legal, IP, data, usage, risk, and operational terms.

2.2. Access. Sunny shall provide Client with a subscription to access the Platform as identified in an applicable Subscription Agreement

2.3. Authorized Users. Client may authorize only the number of Users specified in the Subscription Agreement. Account sharing is prohibited. Sunny may audit user activity.

2.4. Implementation Support Services. Where purchased, Sunny will provide implementation, training, and onboarding services in accordance with the Subscription Agreement.

3. Reservation of Rights

Sunny hereby reserves all rights in and to the Platform, Services, and any underlying or related software for the foregoing (the “Software”). Nothing in this Agreement will be deemed to grant any license therein. Client is entitled to, and is hereby granted the worldwide right, during the term of this Agreement, to access the Platform and/or Services solely in accordance with the terms of this Agreement for no royalty except for fees agreed to hereunder. Client shall NOT decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Platform or associated Software. Client shall not frame or utilize framing techniques to enclose any marks of Sunny or its third-party suppliers or partners, or other proprietary information (including images, text, page, layout or form), without Sunny’s prior written consent.

Use of facilitation materials or program guides by designated internal trainers or “Certified Sunny Practitioners”. Certification or “train-the-trainer” access may be revoked at any time for misuse or misrepresentation.

4. Client Obligations

4.1. No Resale. The Platform shall be accessed by Client and its Authorized Users only, and only for Client’s Permitted Uses, not for resale or distribution to any third party.

4.2. Access of the Platform by Users. Client agrees to require that each of its Authorized Users agree that: (i) such User is solely responsible for the content of all visual, written or audible communications using such User’s account; (ii) such User will not use the Services to send unsolicited mass communications outside such User’s or Client’s organization; and (iii) such User further agrees not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, would violate the intellectual property rights of any Party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation.

4.3. Content. Client agrees that it is solely responsible for the content of all visual, written, or audible communications or any other material (“Content”) displayed, uploaded, exchanged or transmitted on, through or by Client’s account. Sunny shall not be liable in any way for the Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to the Content. Sunny does not endorse and has no control over what Client or Users post or submit to the Platform.

4.4. Ongoing Support Obligations. Sunny’s obligations to provide ongoing support services are subject to the following: (a) Client shall assist Sunny to duplicate and resolve errors, (b) Client shall document and promptly report errors or malfunctions related to the Platform to Sunny, and (c) Client shall use reasonable efforts to carry out procedures to remedy errors or malfunctions within a reasonable time after such procedures have been communicated to Client. Sunny makes no guarantees as to uptime.

4.5. Third-Party Agreements. Sunny may license technologies and products from third-party suppliers (the “Third Party Suppliers”), and the underlying agreements with the Third-Party Suppliers may require Sunny to include certain additional terms in this Agreement. Where Client requests, pursuant to an applicable Subscription Agreement , to interface or integrate with a Third Party Supplier, Client may also be required to review and agree to that Third Party Supplier’s terms and conditions of use prior to Sunny’s activation of that Third Party Supplier service, and Client acknowledges and agrees that Sunny has no obligation or ability to influence or negotiate that Third Party Supplier’s terms and conditions. Sunny is not liable for third-party service interruptions or data handling once information leaves the Sunny platform.

5. Fees/Payment of Services/Taxes

5.1. Fees. Client shall pay to Sunny the fees specified in a Subscription Agreement as executed by Client. Client understands and agrees that if Sunny does not receive timely payment, it reserves the right to discontinue access to the Services to Client.

5.2. Invoicing and Payment. Sunny shall invoice Client for all fees for the Services in accordance with the billing schedule set forth in the Subscription Agreement. Payment is due within thirty (30) business days of the date of receipt of invoice by Client. Client shall notify Sunny in writing of any dispute with any invoice (along with a reasonably detailed description of the dispute) within ten (10) business days from Client’s receipt of such invoice. Invoices for which no such timely notification is received shall be deemed accepted by the Client as true and correct, and the Client shall pay all amounts due under such invoices within the period set forth herein. The Parties shall seek to resolve all such disputes expeditiously and in good faith. All payments must be made in U.S. dollars and shall be made via ACH, check, or credit card. Late payments hereunder will accrue interest at a rate of one percent (1%) per month. In addition to all other remedies available under this Agreement or at law (which Sunny does not waive by the exercise of any rights hereunder), Sunny shall be entitled to suspend the provision of any Services if the Client fails to pay any undisputed amounts/fees when due hereunder. Except where explicitly stated otherwise in the Subscription Agreement, all payments are non-refundable once access to the Platform has been granted or Services have been initiated, except as required by law.

5.3. Taxes. All payments required by this Agreement exclude all sales, value-added, use, and other taxes and obligations, all of which Client shall pay in full, as applicable.

5.4. Pricing. Sunny reserves the right to adjust pricing for its Services upon renewal of any applicable Subscription Agreement. Pricing changes will not apply during the active term of the Subscription Agreement. Where Subscription Agreement is in effect, the pricing for the Services shall remain at the agreed upon terms and conditions of that Subscription Agreement until the expiration of the then-current term of the Subscription Agreement and automatically take effect upon any renewal term.

6. Data Rights/Subscription Grant

6.1. Non-Personally Identifiable Data License and Restrictions. Client agrees that Sunny may collect and use technical data and related information, including, but not limited to, technical information about Client’s devices, apps, applications, servers, technologies, system and application software, and peripherals that Sunny periodically gathers, only to facilitate the provision of the Platform and its underlying Software updates, product support and other services to Client (if any) related to the Services. Client agrees to and hereby grants to Sunny a non-exclusive, worldwide, royalty-free, fully paid-up, sub-licensable license to use, reproduce, copy, modify, make derivative works of, distribute, publicly display, and otherwise exploit this information, as long as it is in a form that does not personally identify Client or any application or app users, and only for the purposes of (1) providing the Services to Client; and (2) developing, enhancing and supporting the Services and its technologies.

6.2. Data Ownership and Data Sharing. Excluding any data provided by Sunny, Client will retain all rights to Client Data uploaded or entered on or through the Platform by Client or by Client’s Users. By submitting, posting or displaying Client Data on or through the Services which are intended to be made available to Users, Client grants Sunny a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Client Data on the Services, as long as it is in a form that does not personally identify Client or any application or app users only for the purpose of performing Sunny’s obligations under this Agreement. Sunny may use aggregated and anonymized Client Data, in a form that does not identify Client or any Users, for analytics, services improvement, and benchmarking, provided that such use complies with applicable privacy laws. Client represents and warrants that it has all rights, power and authority necessary to grant the rights granted herein to any Client Data so submitted.

6.3. U.S. Data Privacy Laws and International Compliance

6.3.1. Sunny complies with applicable U.S. data privacy laws, including the California Consumer Privacy Act (“CCPA”), where required.

6.3.2. Sunny’s Platform is currently available only for clients based in the United States, and Sunny does not currently process data in a manner that subjects it to the General Data Protection Regulations (“GDPR”). Should Sunny’s operations become subject to the GDPR, or if Client is subject to GDPR and requires it, Sunny will enter into a mutually agreeable Data Processing Addendum (“DPA”) to address specific obligations under global privacy regulations, including: (i) the roles of the parties; (ii) mechanisms for cross-border data transfers; (iii) rights of data subjections; and (iv) applicable security and breach response obligations.

7. Confidentiality

7.1. Confidential Information. “Confidential Information” means any technical or non-technical information related to the past, current or proposed operations, products, technology, services or business that one Party (the “Disclosing Party”) discloses or otherwise makes available in any manner to the other Party (the “Receiving Party”), or to which the Receiving Party may gain access in the performance of its obligations or the exercise of its rights hereunder, whether such information is disclosed orally, visually or in writing, and whether or not bearing any legend or marking indicating that such information or data is confidential, including, without limitation, software, know-how, processes, trade secrets, manuals, reports, procedures, and methods. Confidential Information also includes proprietary or confidential information of any third party that may be in the Disclosing Party’s possession, as well as the terms of this Agreement. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement. Unless expressly permitted by this Agreement, the Receiving Party will not disclose the Confidential Information of the Disclosing Party to any third party, except to those employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who have signed confidentiality agreements (or are otherwise under a duty of confidentiality) no less protective of Confidential Information than the terms of this Agreement. The Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party will protect the Disclosing Party’s Confidential Information from disclosure and/or unauthorized use in the same manner as the Receiving Party protects its own confidential or proprietary information of similar type and importance.

7.2. Exceptions. Confidential Information shall not include any information the Receiving Party can document: (a) was already lawfully known by the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, or (ii) required by law or by the order or a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and reasonably cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

7.3. Return of Confidential Information. Upon written request, the Receiving Party will, at its option, either return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the termination of this Agreement, whichever comes first. In addition, upon written request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 7.3.

7.4. Confidentiality of Agreement. Neither Party will disclose any terms of this Agreement to anyone except: (a) to its affiliates, attorneys, accountants, or other professional advisors under a duty of confidentiality: (b) as required by law: or (c) in connection with a proposed merger, financing, or sale of such Party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement no less protective of Confidential Information than the terms of this Agreement).

8. Representations and Warranties

8.1. By Sunny.

8.1.1. Documentation and Performance. Sunny represents, warrants and covenants that any and all documentation for the Platform provided by Sunny (the “Documentation”) will be accurate and complete and will be revised by Sunny on a timely basis at no cost to Client to reflect material changes and updates to the Platform. Sunny warrants that the Platform shall substantially perform the functions described in the associated Documentation. If the Platform fails to comply with this, then Sunny shall use commercially reasonable efforts to correct such non-conformity within a reasonable period of time.

8.1.2. Disclaimer. EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT: (I) THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS,” AND CLIENT’S USE OF THE PLATFORM AND SERVICES IS AT ITS OWN RISK; (II) SUNNY (INCLUDING SUNNY’S THIRD PARTY SUPPLIERS AND PARTNERS AND EACH OF THEIR AFFILIATES, SUPPLIERS AND RESELLERS) DO NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (III) SUNNY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

8.2. By Client. Client represents and warrants that, to the best of its knowledge, Client’s services, products, materials, data, content and information used by Client in connection with this Agreement, as well as Client’s access to and use of the Platform (separate and apart from the Platform itself), do not and will not during the term of this Agreement operate in any manner that would violate any applicable law or regulation. Client hereby represents and warrants that, to the best of its knowledge, any materials, data, content and information uploaded, transmitted, stored or created by Client in the course of using the Platform will comply with all applicable laws, and will not infringe any copyright, trade secret, privacy, publicity, or other rights of any third party.

9. Term and Termination

9.1. Term. Unless terminated earlier in accordance with the termination rights set forth in this Section 9, this Agreement shall commence upon the Effective Date and remain in full force and effect until the Subscription Agreement, including any renewal(s) thereof, have expired or terminated. In the event that Client has multiple Subscription Agreements, this Agreement shall remain in full force and effect until the expiration of all Subscription Agreements.

9.2. Termination for End of Life. In the event that Sunny decides to cease maintenance and support for all or any part of the Platform, Sunny may terminate the Subscription Agreement under which such access to the Platform was ordered by providing written notice to Client at least one (1) month prior to the termination effective date. Sunny shall have no right to terminate a Subscription Agreement under this Section 9.2, unless the termination effective date is at least one (1) year after the applicable Subscription Agreement Effective Date.

9.3. Termination for Cause.

9.3.1. Payment Default. In the event Client fails to make any payments when due, Sunny may terminate this Agreement upon 30 days’ written notice to Client.

9.3.2. Material Breach. Either Party may terminate this Agreement or the applicable Subscription Agreement, upon ninety (90) days’ prior written notice, if the other Party is in material breach of this Agreement or any Subscription Agreement and the breaching Party fails to remedy the breach within the ninety (90)-day notice period. Any written notice under this Section 9.3.2 must specify in reasonable detail the nature of the alleged material breach.

9.3.3. Other Termination by Sunny. Sunny may immediately terminate this Agreement with written notice to Client if, in Sunny’s sole determination, Client’s, or any Authorized User’s, actions or inactions threaten Sunny’s or the Foundation’s tax-emptions or reputation.

9.3.4. Automatic Termination of Subscription Agreements. Termination of this Agreement, for any reason, shall automatically terminate any existing Subscription Agreements.

9.4. Effect of Termination. Upon the expiration or termination of a Subscription Agreement, Client will: a) immediately cease all use of Sunny’s proprietary content, including but not limited to toolkits, session guides, connection rituals, digital templates, and documentation; (b) destroy all digital and physical copies of any Platform Products in its possession or control; (c) upon request, certify in writing that such destruction has occurred; and (d) excluding its obligation to pay all amounts then currently owing under an applicable Subscription Agreement be relieved from any additional obligation to make payments under such Subscription Agreement, and Sunny will be relieved from any further obligation to provide the Services under such Subscription Agreement. The Client acknowledges that all Sunny Workplace Products are the exclusive intellectual property of Sunny, and that continued use beyond the license period constitutes a material breach of this Agreement.

The following Sections will survive any termination or expiration of this Agreement and continue in full force and effect: 3 (Reservation of Rights), 5 (Fees/Payment of Services/Taxes), 6 (Data Rights/License Grant), 7 (Confidentiality), 8 (Representations and Warranties), 9 (Term and Termination), 10 (Responsibilities), 11 (Limitation of Liability), 12 (Dispute Resolution), and 13 (Miscellaneous).

10. Responsibilities

10.1. By Sunny. Subject to Section 10.2, Sunny shall be responsible for and hold harmless Client and its affiliates, from and against all third-party claims, suits, liabilities, losses, costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and expenses, arising out of or related to any third party claim brought against Client or its affiliates, to the extent it alleges the Platform or the underling Software infringes any copyright, trade secret, patent or trademark of any third party, provided that, Client provides Sunny with (i) prompt written notice of such claim, (ii) control over the defense and settlement of such claim, and (iii) proper and reasonable information and assistance to settle and/or defend any such claim.

10.2. By Client. Client shall be responsible for and hold harmless Sunny, from and against all claims, suits, liabilities, losses, costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and expenses, arising out of or related to any third party claim brought against Sunny (i) to the extent it alleges the Platform or the underlying Software infringes any copyright, trade secret, patent or trademark of any third party, but only to the extent such infringement or alleged infringement is based on any customization, modification or other change to the Platform or the Software made at Client’s request (in a Subscription Agreement or otherwise as developed by Client); or (ii) otherwise such claim results from the negligent or intentional acts or omissions of Client. Sunny agrees to promptly notify Client in writing of any such claim, suit, allegation or proceeding promptly after Sunny receives written notice of the same.

11. Limitation Of Liability

IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. EXCEPT WITH RESPECT TO THE PARTY’S OBLIGATIONS UNDER SECTION 11, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

12. Dispute Resolution

The Parties agree to engage in good faith efforts to discuss and resolve any disputes that may arise under this Agreement. Every effort should be made to resolve all disputes. The Parties will arrange personal meetings and/or telephone conferences as needed.

13. Miscellaneous

13.1. Publicity. Sunny may list Client as a participant in its charitable programming unless Client provides written notice to Sunny requesting to be excluded.

13.2. Assignment. Neither Party may assign its rights or delegate its duties under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, except that a Party shall have the right to assign this Agreement, in whole, as part of a corporate reorganization, consolidation, merger or sale of substantially all of its assets on notice to the other Party. Any attempted assignment or delegation in violation of this Section will be void. This Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns.

13.3. Relationship. The Parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary or joint venture between the Parties. No Party hereto (nor any agent or employee of such Party) will make any representations or warranties or incur any liability on behalf of the other.

13.4. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

13.5. Electronic Signature. Original signatures transmitted and received via electronic transmission of a scanned document (via secure email or a service such as provided by DocuSign) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that or an original signature.

13.6. Waiver. No delay or omission by a Party hereto to exercise any right occurring upon any noncompliance or default by another Party with respect to any of the terms of this Agreement will impair any such right or power or be construed to be a waiver thereof. A waiver by one of the Parties hereto of any of the covenants, conditions or agreements to be performed by one of the other Parties will not be construed to be a waiver of any subsequent breach thereof or of any covenant, condition or agreement contained herein.

13.7. Notices. All legal notices and other communications required hereunder shall be in writing and delivered in person, via certified mail, return receipt requested, via email (with acknowledgement by the receiving Party), or by overnight express mail to the Parties at their addresses set below:

If to Sunny: Sunny LLC, ATTN; Betsy Parker, CEO, PO Box 1334, Bethlehem, PA 18016

13.8. Headings; Construction. The division of this Agreement into sections and the insertion of captions and headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The Parties hereto agree that this Agreement is the result of careful negotiation and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in the construction or interpretation of this Agreement.

13.9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to its principles of choice of law.

13.10. Force Majeure. Neither Party shall be liable to the other Party or deemed to be in default for any delay or failure in performance of any obligation under this Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of the public enemy, acts of terrorism, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, labor strikes, the elements or any other cause beyond the reasonable control of such Party.

13.11. Entire Agreement. This Agreement (including all Exhibits and addendums attached hereto), together with the Subscription Agreement and any applicable non-disclosure agreements, sets forth the complete, exclusive and final statement of the agreement between the Parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties regarding such subject matter. This Agreement may only be modified, amended, or any rights under it waived, by a written document executed by the Parties.