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Hosting Agreement
PICKAXE MINING INC MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO BY AND BETWEEN
(“Client” OR “YOU”) AND PICKAXE MINING INC (“PICKAXE”
OR “WE”) ON (“EFFECTIVE DATE”) AND GOVERNS THE ASSEMBLY OF HARDWARE AND
SERVICES ASSOCIATED WITH HARDWARE (COLLECTIVELY, THE “SERVICES”) AS SET FORTH HEREIN.
RECITALS
WHEREAS, Pickaxe is engaged in the business of managing blockchain miners; and
WHEREAS, the Client desires to engage Pickaxe as an independent contractor for the purpose of managing the
Client’s hardware so that it is connected to a blockchain and contributing to its security, or “mining,” for Client at
Pickaxe’s place of business subject to the terms and conditions set forth below; and
WHEREAS, Pickaxe desires to manage the hardware and agrees to do so subject to the terms and conditions of
this Agreement; and
NOW THEREFORE, in consideration of the mutual covenants of the parties set forth in this Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Use of Services.. Pickaxe will host Client’s hardware at different locations in Grant County and Douglas County,
WA with stable cooling, internet, and power and ensure it is online and mining for Client. This is known
collectively throughout as the services (“Services”). Pickaxe will continue to host Client’s rigs for the duration of
the term listed herein.
2. Cooling Infrastructure. Pickaxe will host Client’s equipment using traditional air cooling unless otherwise specified
ithnis contract.
3. Payment Method. We accept Bitcoin, Ethereum, ACH transfers, and Wire transfers.
4. Fees. See below Fee Tables for a statement of services included and fees associated with your Pickaxe
Agreement. Client payment will be due and owing upon the Effective Date. Fees are non-refundable except as
required by law. Pickaxe may suspend or terminate your account or your access to the Services if fees become past
due. Pickaxe may assume control of the hardware to satisfy past due balances in the event the account is 30 days past due.
5. Deposit. Pickaxe agrees to apply Client deposit towards the first month and final month of hosting with Pickaxe. If
using immersion cooling, the deposit will be applied, on the first month of air cooled, first month of immersion
cooled, and final month.
6. Term. This Agreement shall begin on the Effective Date and Client’s ASIC’s will begin mining no later than 30 days
after receipt in Air Cooled configuration, or fourteen (14) weeks after the funding of the deposit of this Agreement for
immersion hosting. The term will begin once Client’s units are activated and will continue for twelve (12) months, and
shall then be month-to-month after that.
7. Service Level Commitments. Pickaxe guarantees Availability of 95.0% or greater for the Services (the
“Availability SLA”). - “Availability” is defined as (x) the Total Time minus the Unavailable Time divided by (y)
the Total Time, expressed as a percentage. - “Total Time” is the total period of time against which the service
Availability time is measured/evaluated (over each billing cycle as referenced in the Mining Rig Fee Table).
- “Unavailable” or “Unavailability” means when an outage or any other event prevents Pickaxe from providing
the Client with the Services. - “Unavailable Time” consists of the number of minutes during the term or payment
period that Pickaxe’s Service is Unavailable. In the event Availability is not met for any given period, then the remedy
in favor of Client will be an equal-in-cost reduction in cost for their renewal, or equal-in-downtime extension of the term
in this Agreement.
8. Parts Condition and Repairs. If any hardware requires repair with the manufacturer, Pickaxe will facilitate the
RMA process and repair the hardware without charge to Client. Outside of the warranty period, Pickaxe will repair
Client’s hardware and charge Client for any hardware purchase necessary as long as Pickaxe manages the hardware.
9.
10.
Tools and Software. Pickaxe reserves the right to use any tools or software it deems necessary to effectively perform its
duties in this Agreement.
TTaxes. You are responsible for all applicable taxes. Pickaxe will charge tax when required to do so under all applicable
11. Termination. Pickaxe may terminate this Agreement at any time if: (i) Client materially breach this Agreement,
(ii) Client fails to pay any applicable fees owed to Pickaxe, (iii) Client requests termination, or (iv) either party
ceases its business operations or becomes subject to insolvency proceedings. Client may terminate this Agreement at
any time by providing 30 days written notice to Pickaxe; in such case, Client forfeits all funds sent to Pickaxe.
Client may also terminate this Agreement immediately if Pickaxe materially breaches this Agreement; in such case,
Pickaxe will refund a prorated amount of the funds paid by Client.
12. Variance. Client understands that there is a variance in what is reported as the correct hash rate and power in both
server side and Client side. Client understands that there is a variance of expected performance/power. If equipment
consumes more than 5% more power than is used to calculate the values in the Mining Rigs Fee Table, then, upon
providing evidence, Pickaxe reserves the right to increase fees commensurate with the recorded power consumption.
13. End of Term Options. At the end of the Term, Client may decide not to renew the contract and instead opt to pay to
have the parts shipped. Pickaxe will ship Client’s parts with reasonable care and at fair market shipping rates.
Upon receiving payment for shipping, Pickaxe shall have 30 days to complete delivery. Pickaxe may purchase
Client’s rig if both parties can agree on a price.
14. Authority. You represent and warrant that you are at least 18 years of age and have the legal capacity and authority to
accept this Agreement. If you are accepting this Agreement on behalf of an organization or other entity, you represent
and warrant that you have the legal capacity and authority to bind that organization or entity to this Agreement. All
terms in this Agreement will apply to the organization or entity on whose behalf you are accepting this Agreement.
15. Receiving Address. Client is responsible for providing a correct and accessible address on functioning wallet software.
AT NO POINT WILL PICKAXE HAVE ACCESS TO MINING PROCEEDS. PICKAXE SHALL NOT BE
HELD LIABLE FOR FUNDS. Client agrees to provide accurate and complete information upon signing and to
inform Pickaxe of any changes to that information. Client agrees that the Services may be used and accessed only by
Client as
the registered user for its own intents and purposes. The registered user may not use or access the Services for, or on
behalf of, any other person or entity. Client is responsible for all use of the account and the Services accessed via the
account, including but not limited to: (i) maintaining the confidentiality of private keys; (ii) managing access to, and
use of, the account; and (iii) ensuring that all use of the account and the Services complies with this Agreement. Client
will immediately notify Pickaxe if Client become aware of any unauthorized use of, or loss of access to the account.
16. DISCLAIMER OF WARRANTIES. PICKAXE PROVIDES THE SERVICES "AS IS" AND “AS
AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO: WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, OMISSIONS, AND/OR COMPLETENESS; WARRANTIES THAT
ANY PRODUCT, OR ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR
FREE; WARRANTIES AS TO THE LIFE OF ANY URL OR THIRD-PARTY WEB SERVICE; AND/OR
WARRANTIES WITH REGARD TO ANY CONTENT OR SOFTWARE THAT HAS BEEN MODIFIED IN ANY
WAY BY ANYONE OTHER THAN PICKAXE WITHOUT THE EXPRESS APPROVAL OF PICKAXE. YOU
ACKNOWLEDGE THAT PROVISION OF CONTENT AND SOFTWARE ENTAILS THE LIKELIHOOD OF
SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING
THE INADVERTENT LOSS OF DATA OR DAMAGE TO HARDWARE; AND THE SERVICES
REFERENCED HEREIN MAY NOT SATISFY REQUIREMENTS NOT EXPRESSLY STATED IN THIS
AGREEMENT.
17. LIMITATION OF LIABILITY. IN NO EVENT WILL PICKAXE OR ITS OFFICERS, DIRECTORS,
EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE, IN CONTRACT, TORT,
STRICT LIABILITY, OR OTHERWISE, FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, DAMAGES OF ANY
KIND ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES, WHETHER OR NOT
PICKAXE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; ANY CLAIM(S) RELATING IN
ANY WAY TO THE INABILITY OF YOUR HARDWARE TO TURN A PROFIT, THIS CONTRACT
WHETHER PARTIALLY OR COMPLETELY, EVEN IF ASSISTED BY PICKAXE OR ANY DECISION MADE
OR ACTION TAKEN IN RELIANCE UPON THE AVAILABILITY OF OR CONTENT MADE AVAILABLE
THROUGH THE SERVICES. PICKAXE DOES NOT PROMISE, GUARANTEE, OR WARRANTY ANY
PROFIT AS A RESULT OF THE SERVICES DESCRIBED IN THIS AGREEMENT.
18. INDEMNIFICATION. EACH PARTY AGREES TO MUTUALLY INDEMNIFY, DEFEND, AND HOLD
HARMLESS THE OTHER PARTY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS,
LICENSORS, AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, AND
COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM ITS VIOLATION OF THIS
AGREEMENT.
19. No Legal Advice. Client understands and agrees that Pickaxe is not providing legal services, and that nothing in
this Agreement, or any other materials presented to Client, constitutes legal advice. No attorney-Client
relationship is formed by these Terms of Use or the Services. The accuracy, completeness, adequacy, or currency of the
Services is not warranted or guaranteed. Client uses the Services at their own risk and based on their own judgment.
20. No Financial Advice. Client understands and agrees that Pickaxe is not providing financial services, and that nothing
in this Agreement, or any other materials presented to Client, constitutes tax advice, or financial advice. The
accuracy, completeness, adequacy, or currency of the Services is not warranted or guaranteed. Client uses the
Services at your own risk and based on their own judgment.
21. Intellectual Property. All technology, content, patents, trademarks, trade dress, copyrights, trade secrets, and other
intellectual property provided within the Services is owned by or licensed to Pickaxe and protected by United States
and international intellectual property laws and treaties. Except as expressly otherwise provided in this Agreement,
Pickaxe and its licensors retain all proprietary rights, title, and interest in all such technology, content, and intellectual
property.
22. Governing Law; Venue. This Agreement is governed by the laws of the state of Delaware. The venue of any action
hereunder shall be in the Superior Court, Grant County, Washington.
23. Entire Agreement. This Agreement represents the entire understanding and agreement of the parties regarding the
subject matter of this Agreement and supersedes all prior agreements and understandings relating to the subject matter
of this Agreement.
24. Assignment. Neither party may assign this Agreement without the prior written consent of the other party.
25. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, it will not affect the
validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.
26. No Waiver. If a party fails or is delayed in exercising any right, power, or privilege under this Agreement, it shall not
be considered a waiver.
27. Expiration of Offer. This offer expires in two weeks unless accepted by Client or extended by mutual agreement of the
parties. Notwithstanding the foregoing, Pickaxe may revoke this offer at any time prior to acceptance by Client.
28. Confidential Information. This Agreement contains confidential information, including but not limited to pricing,
contract length, and payment terms. Disclosure of the terms of this Agreement could cause substantial harm to both
parties. Each party agrees to keep the terms of this Agreement confidential and take reasonable precautions to prevent
disclosure to individuals and entities other than Client, its agents, its employees, and its assignees.
29. Force Majeure. No party hereto (or any Person acting on its behalf) shall have any liability or responsibility for failure
to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided
therein, any Transaction Document, so long as and to the extent to which the fulfillment of such obligation is
prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A party claiming the
benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the
other parties of the nature and extent of any such Force Majeure.
THIS MANAGEMENT AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO BY AND BETWEEN
(“Client” OR “YOU”) AND PICKAXE MINING INC (“PICKAXE”
OR “WE”) ON (“EFFECTIVE DATE”) AND GOVERNS THE ASSEMBLY OF HARDWARE AND
SERVICES ASSOCIATED WITH HARDWARE (COLLECTIVELY, THE “SERVICES”) AS SET FORTH HEREIN.
RECITALS
WHEREAS, Pickaxe is engaged in the business of managing blockchain miners; and
WHEREAS, the Client desires to engage Pickaxe as an independent contractor for the purpose of managing the
Client’s hardware so that it is connected to a blockchain and contributing to its security, or “mining,” for Client at
Pickaxe’s place of business subject to the terms and conditions set forth below; and
WHEREAS, Pickaxe desires to manage the hardware and agrees to do so subject to the terms and conditions of
this Agreement; and
NOW THEREFORE, in consideration of the mutual covenants of the parties set forth in this Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Use of Services.. Pickaxe will host Client’s hardware at different locations in Grant County and Douglas County,
WA with stable cooling, internet, and power and ensure it is online and mining for Client. This is known
collectively throughout as the services (“Services”). Pickaxe will continue to host Client’s rigs for the duration of
the term listed herein.
2. Cooling Infrastructure. Pickaxe will host Client’s equipment using traditional air cooling unless otherwise specified
ithnis contract.
3. Payment Method. We accept Bitcoin, Ethereum, ACH transfers, and Wire transfers.
4. Fees. See below Fee Tables for a statement of services included and fees associated with your Pickaxe
Agreement. Client payment will be due and owing upon the Effective Date. Fees are non-refundable except as
required by law. Pickaxe may suspend or terminate your account or your access to the Services if fees become past
due. Pickaxe may assume control of the hardware to satisfy past due balances in the event the account is 30 days past due.
5. Deposit. Pickaxe agrees to apply Client deposit towards the first month and final month of hosting with Pickaxe. If
using immersion cooling, the deposit will be applied, on the first month of air cooled, first month of immersion
cooled, and final month.
6. Term. This Agreement shall begin on the Effective Date and Client’s ASIC’s will begin mining no later than 30 days
after receipt in Air Cooled configuration, or fourteen (14) weeks after the funding of the deposit of this Agreement for
immersion hosting. The term will begin once Client’s units are activated and will continue for twelve (12) months, and
shall then be month-to-month after that.
7. Service Level Commitments. Pickaxe guarantees Availability of 95.0% or greater for the Services (the
“Availability SLA”). - “Availability” is defined as (x) the Total Time minus the Unavailable Time divided by (y)
the Total Time, expressed as a percentage. - “Total Time” is the total period of time against which the service
Availability time is measured/evaluated (over each billing cycle as referenced in the Mining Rig Fee Table).
- “Unavailable” or “Unavailability” means when an outage or any other event prevents Pickaxe from providing
the Client with the Services. - “Unavailable Time” consists of the number of minutes during the term or payment
period that Pickaxe’s Service is Unavailable. In the event Availability is not met for any given period, then the remedy
in favor of Client will be an equal-in-cost reduction in cost for their renewal, or equal-in-downtime extension of the term
in this Agreement.
8. Parts Condition and Repairs. If any hardware requires repair with the manufacturer, Pickaxe will facilitate the
RMA process and repair the hardware without charge to Client. Outside of the warranty period, Pickaxe will repair
Client’s hardware and charge Client for any hardware purchase necessary as long as Pickaxe manages the hardware.
9.
10.
Tools and Software. Pickaxe reserves the right to use any tools or software it deems necessary to effectively perform its
duties in this Agreement.
TTaxes. You are responsible for all applicable taxes. Pickaxe will charge tax when required to do so under all applicable
11. Termination. Pickaxe may terminate this Agreement at any time if: (i) Client materially breach this Agreement,
(ii) Client fails to pay any applicable fees owed to Pickaxe, (iii) Client requests termination, or (iv) either party
ceases its business operations or becomes subject to insolvency proceedings. Client may terminate this Agreement at
any time by providing 30 days written notice to Pickaxe; in such case, Client forfeits all funds sent to Pickaxe.
Client may also terminate this Agreement immediately if Pickaxe materially breaches this Agreement; in such case,
Pickaxe will refund a prorated amount of the funds paid by Client.
12. Variance. Client understands that there is a variance in what is reported as the correct hash rate and power in both
server side and Client side. Client understands that there is a variance of expected performance/power. If equipment
consumes more than 5% more power than is used to calculate the values in the Mining Rigs Fee Table, then, upon
providing evidence, Pickaxe reserves the right to increase fees commensurate with the recorded power consumption.
13. End of Term Options. At the end of the Term, Client may decide not to renew the contract and instead opt to pay to
have the parts shipped. Pickaxe will ship Client’s parts with reasonable care and at fair market shipping rates.
Upon receiving payment for shipping, Pickaxe shall have 30 days to complete delivery. Pickaxe may purchase
Client’s rig if both parties can agree on a price.
14. Authority. You represent and warrant that you are at least 18 years of age and have the legal capacity and authority to
accept this Agreement. If you are accepting this Agreement on behalf of an organization or other entity, you represent
and warrant that you have the legal capacity and authority to bind that organization or entity to this Agreement. All
terms in this Agreement will apply to the organization or entity on whose behalf you are accepting this Agreement.
15. Receiving Address. Client is responsible for providing a correct and accessible address on functioning wallet software.
AT NO POINT WILL PICKAXE HAVE ACCESS TO MINING PROCEEDS. PICKAXE SHALL NOT BE
HELD LIABLE FOR FUNDS. Client agrees to provide accurate and complete information upon signing and to
inform Pickaxe of any changes to that information. Client agrees that the Services may be used and accessed only by
Client as
the registered user for its own intents and purposes. The registered user may not use or access the Services for, or on
behalf of, any other person or entity. Client is responsible for all use of the account and the Services accessed via the
account, including but not limited to: (i) maintaining the confidentiality of private keys; (ii) managing access to, and
use of, the account; and (iii) ensuring that all use of the account and the Services complies with this Agreement. Client
will immediately notify Pickaxe if Client become aware of any unauthorized use of, or loss of access to the account.
16. DISCLAIMER OF WARRANTIES. PICKAXE PROVIDES THE SERVICES "AS IS" AND “AS
AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO: WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, OMISSIONS, AND/OR COMPLETENESS; WARRANTIES THAT
ANY PRODUCT, OR ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR
FREE; WARRANTIES AS TO THE LIFE OF ANY URL OR THIRD-PARTY WEB SERVICE; AND/OR
WARRANTIES WITH REGARD TO ANY CONTENT OR SOFTWARE THAT HAS BEEN MODIFIED IN ANY
WAY BY ANYONE OTHER THAN PICKAXE WITHOUT THE EXPRESS APPROVAL OF PICKAXE. YOU
ACKNOWLEDGE THAT PROVISION OF CONTENT AND SOFTWARE ENTAILS THE LIKELIHOOD OF
SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING
THE INADVERTENT LOSS OF DATA OR DAMAGE TO HARDWARE; AND THE SERVICES
REFERENCED HEREIN MAY NOT SATISFY REQUIREMENTS NOT EXPRESSLY STATED IN THIS
AGREEMENT.
17. LIMITATION OF LIABILITY. IN NO EVENT WILL PICKAXE OR ITS OFFICERS, DIRECTORS,
EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE, IN CONTRACT, TORT,
STRICT LIABILITY, OR OTHERWISE, FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, DAMAGES OF ANY
KIND ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES, WHETHER OR NOT
PICKAXE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; ANY CLAIM(S) RELATING IN
ANY WAY TO THE INABILITY OF YOUR HARDWARE TO TURN A PROFIT, THIS CONTRACT
WHETHER PARTIALLY OR COMPLETELY, EVEN IF ASSISTED BY PICKAXE OR ANY DECISION MADE
OR ACTION TAKEN IN RELIANCE UPON THE AVAILABILITY OF OR CONTENT MADE AVAILABLE
THROUGH THE SERVICES. PICKAXE DOES NOT PROMISE, GUARANTEE, OR WARRANTY ANY
PROFIT AS A RESULT OF THE SERVICES DESCRIBED IN THIS AGREEMENT.
18. INDEMNIFICATION. EACH PARTY AGREES TO MUTUALLY INDEMNIFY, DEFEND, AND HOLD
HARMLESS THE OTHER PARTY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS,
LICENSORS, AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, AND
COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM ITS VIOLATION OF THIS
AGREEMENT.
19. No Legal Advice. Client understands and agrees that Pickaxe is not providing legal services, and that nothing in
this Agreement, or any other materials presented to Client, constitutes legal advice. No attorney-Client
relationship is formed by these Terms of Use or the Services. The accuracy, completeness, adequacy, or currency of the
Services is not warranted or guaranteed. Client uses the Services at their own risk and based on their own judgment.
20. No Financial Advice. Client understands and agrees that Pickaxe is not providing financial services, and that nothing
in this Agreement, or any other materials presented to Client, constitutes tax advice, or financial advice. The
accuracy, completeness, adequacy, or currency of the Services is not warranted or guaranteed. Client uses the
Services at your own risk and based on their own judgment.
21. Intellectual Property. All technology, content, patents, trademarks, trade dress, copyrights, trade secrets, and other
intellectual property provided within the Services is owned by or licensed to Pickaxe and protected by United States
and international intellectual property laws and treaties. Except as expressly otherwise provided in this Agreement,
Pickaxe and its licensors retain all proprietary rights, title, and interest in all such technology, content, and intellectual
property.
22. Governing Law; Venue. This Agreement is governed by the laws of the state of Delaware. The venue of any action
hereunder shall be in the Superior Court, Grant County, Washington.
23. Entire Agreement. This Agreement represents the entire understanding and agreement of the parties regarding the
subject matter of this Agreement and supersedes all prior agreements and understandings relating to the subject matter
of this Agreement.
24. Assignment. Neither party may assign this Agreement without the prior written consent of the other party.
25. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, it will not affect the
validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.
26. No Waiver. If a party fails or is delayed in exercising any right, power, or privilege under this Agreement, it shall not
be considered a waiver.
27. Expiration of Offer. This offer expires in two weeks unless accepted by Client or extended by mutual agreement of the
parties. Notwithstanding the foregoing, Pickaxe may revoke this offer at any time prior to acceptance by Client.
28. Confidential Information. This Agreement contains confidential information, including but not limited to pricing,
contract length, and payment terms. Disclosure of the terms of this Agreement could cause substantial harm to both
parties. Each party agrees to keep the terms of this Agreement confidential and take reasonable precautions to prevent
disclosure to individuals and entities other than Client, its agents, its employees, and its assignees.
29. Force Majeure. No party hereto (or any Person acting on its behalf) shall have any liability or responsibility for failure
to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided
therein, any Transaction Document, so long as and to the extent to which the fulfillment of such obligation is
prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A party claiming the
benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the
other parties of the nature and extent of any such Force Majeure.