GENERAL TERMS AND CONDITIONS FOR CASTLABS CLOUD SERVICES AT AWS MARKETPLACE Rev. November 28, 2017 These General Terms and Conditions for castLabs Cloud Services at AWS Marketplace ("GTC") govern the provision of castLabs cloud services ordered through AWS Marketplace by ("castLabs"). By ordering at AWS Marketplace, these GTC and the order become part of a binding agreement between castLabs and the ordering party ("Agreement"). 1. Definitions 1.1. "Affiliate(s)" means an entity, that, directly or indirectly, controls, is controlled by, or is under common control with a Party to the Agreement, but only for so long as such control exists, and where "control" shall mean ownership of more than 50% of the stock or other equity. 1.2. "Content" means content for which Customer has obtained all necessary approvals, permissions and licenses to provide via a digital service. 1.3. "Content Service" means a digital content service operated and provided by Customer that distributes Content using castLabs Service. 1.4. "castLabs Technology" means any and all information, Software, technology, application program interfaces (APIs), software development kits (SDKs), updates, modifications, customizations, enhancements, data, know-how and trade secrets provided by or on behalf of castLabs to Customer hereunder, including Services (including any Object Code and Source Code) and any Documentation, Software, code or tools relating thereto provided hereunder. 1.5. "Confidential Information" has the meaning set forth in Section 8 (Confidential Information). 1.6. "Customer" means the person or entity specified in the Order at AWS Marketplace. 1.7. "Documentation" means written or electronic materials and documentation including developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications. 1.8. "DRM Provider" means a provider of a DRM system. 1.9. "DRM System" means an encryption platform. 1.10. "End User" means an individual end user of the Customer Content Service. 1.11. "Feedback" means all feedback, bug reports, criticism, comments and suggested improvements to the Services that Customer provides to castLabs. 1.12. "Object Code" means computer programming code in a form not readily perceivable by humans but suitable for machine execution without the intervening steps of interpretation or compilation. 1.13. "Order" means the order made by Customer via AWS Marketplace. 1.14. "Services" means DRMtoday as referenced in the Order. 1.15. "Software" means (a) all computer programming code (whether in Source Code or Object Code forms), libraries, configuration files, meta files, data files, application programming interfaces (APIs), software development kits (SDKs), tools, and accompanying Documentation, including patches, updates or upgrades (if any), provided by castLabs under the Agreement, and (b) all modifications thereto and full or partial copies thereof, whether such modifications or copies are provided by castLabs, derivative works by castLabs or Customer, or a third-party. 1.16. "Source Code" means a computer programming code in human readable form that is not suitable for machine execution without the intervening steps of interpretation or compilation. 1.17. "Term" has the meaning set forth in Section 10 (Term, Termination & Suspension). 1.18. "User Data" means End User's data, which is being processed for and at provision of the Content Service to the End User. 2. Agreement. Provision and Use of Services 2.1. General. Based on the Agreement, castLabs grants to Customer a non-exclusive, non-transferable and world-wide right to use the Service (including its implementation and configuration), and Documentation solely for running Customer's Content Service in accordance with the Order. 2.2. castLabs Service Level Agreement ("castLabs SLA") and support obligations. Service level guarantees are excluded for this Agreement. Support services are limited to business hours (timezone: CET) on working days. castLabs support services contracts (castLabs SLA) do not apply. 2.3. Third Party Web Services. The Services may include integrations with web services made available by third parties (other than castLabs or its affiliates) that are accessed through the Services and subject to terms and conditions with those third parties. These third party web services are not part of the Services and these GTC do not apply to them. 2.4. DRM Systems and DRM Providers. castLabs uses encryption standards by studio-recognized DRM Providers. If a DRM provider discontinues the provision of a DRM System used by castLabs or terminates its relationship with castLabs for reasons not to be attributed to castLabs, castLabs shall offer to Customer an alternative solution with another DRM system. If Customer does not accept the alternative solution, offered by castLabs, castLabs is entitled to terminate its Agreement with Customer pursuant to Section 10.4.3. 2.5. Data Protection. As a data processor, castLabs will implement technical and organizational measures to secure personal data processed through use of the Service in accordance with applicable data protection law. 3. Delivery, Maintenance and Support of Services 3.1. Delivery. Software Keys. License Management. castLabs will provide to Customer access to castLabs download portal and those software keys which are necessary to permit Customer to gain access to the Services, which have been properly ordered by Customer with an Order at AWS Marketplace. 3.2. Defects. If Customer discovers a defect in the Services, Customer shall promptly notify castLabs of such defect using castLabs helpdesk and provide sufficient information to castLabs to enable castLabs to reproduce the defect before castLabs' response obligations will commence. castLabs shall use reasonable efforts to correct any such defect that is capable of reproduction within a reasonable period of time taking into account the nature of the Defect after receipt of Customer's notice of the defect. Such commitment shall constitute the sole and exclusive remedy of Customer with respect to any such defect. castLabs shall not be required to correct any defect to the extent caused by: (a) the unauthorized modification of the Services by Customer or any third party that is a contractor of Customer that performed such modification at Customer's instruction, (b) use of the Services for other than the specific purpose for which they were designed and provided hereunder, (c) the use of a release version other than a current release of the Services (or any API or SDK with respect thereto) or failure of Customer to use replacement technology or comply with operational, technical or other guidelines provided by castLabs in a timely manner, if such current release or replacement technology would not have caused such Defect, (d) modifications, additions or changes made to the Services by or at the request of Customer. 3.3. Security and Data Privacy. castLabs will implement reasonable and appropriate measures designed to help Customer secure Content against accidental or unlawful loss, access or disclosure. Notwithstanding any other agreement between Customer and castLabs, the foregoing security and data privacy provisions contain its and its affiliates' entire obligation regarding the security, privacy and confidentiality of the Content. Customer is responsible for properly configuring and using the Services and taking Customer's own steps to maintain appropriate security, protection and backup of the Content, which may include the use of encryption technology to protect the Content from unauthorized access and routine archiving the Content. Log-in credentials and private keys generated by the Services are for Customer's internal use only and Customer may not sell, transfer or sublicense them to any other entity or person, except that Customer may disclose Customer's private key to Customer's agents and subcontractors performing work on Customer's behalf. 3.4. APIs. castLabs is entitled to unilaterally change or discontinue any APIs for the Services from time to time upon 30 day notice, but shall use commercially reasonable efforts to continue supporting the previous version of any API changed or discontinued for 6 months after the change, discontinuation, or deprecation (except if doing so, in the sole discretion of castLabs, (a) would pose a security or intellectual property issue, (b) is economically or technically materially burdensome, or (c) is needed to comply with the law or requests of governmental entities). 4. Customer Responsibilities 4.1. Content Service Customer is solely responsible for the development, content, operation, maintenance, and use of the Content Service. Customer must comply with any and all current technical documentation applicable to the Service(s) as provided by castLabs and updated by castLabs from time to time, including ensuring that any technical calls Customer makes to any Service are compatible with then-current APIs for that Service. Customer shall ensure that all information it provides to castLabs (including via applicable APIs) is accurate, complete and not misleading. Customer shall reasonably cooperate with castLabs to identify the source of any problem with the Services that castLabs reasonably believes may be attributable to the Content, the Content Service, Customer App or any other technology, data or services that Customer controls. 4.2. No Circumvention. Customer shall not circumvent, or attempt to circumvent, any license management, security devices, access logs, or other measures provided in connection with castLabs Services, or permit or assist any End User or any third party to do the same. Customer must follow the recommended installation procedures for each Service licensed under the Agreement. Customer's failure to follow the recommended installation procedures is a breach of the Agreement and, among other things, may result in inaccurate invoices for additional usage of the Services. Customer shall not access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas. Customer shall not attempt to deactivate or tamper with any security, encryption or rights management features of the castLabs Technology. 4.3. Development Protocols. The Services may only be used by subcontractors and employees who (a) have a reasonable "need to know" for Customer to reasonably exercise its rights and comply with its obligations hereunder, (b) are under a suitable written agreement that enabling Customer to fully comply with all of its obligations hereunder, including compliance with confidentiality and intellectual property obligations and provisions hereunder. Customer shall be deemed fully responsible and liable for any actions made or omitted to be made by any independent contractor or employee of Customer, with all such actions or omissions to be deemed to have been made by Customer hereunder. 4.4. Open Source. Customer shall not modify, distribute or otherwise use the Services in any manner that causes any portion of the Services that is not already subject to an open source license to become subject to the terms of any open source license. Customer understands and agrees that the Services are provided under strict proprietary licensing terms, and are not subject to nor compatible with open-license or public license agreements such as the GNU Public License (GPL). Customer agrees not to use Services in connection with software containing GPL (or LGPL or any similar open- source license) software that requires the source code be provided. 4.5. End Users. EULAs. Customer shall ensure that all End Users comply with Customer's obligations under these GTC and that the terms of Customer's agreements with each End User are consistent with these GTC. If Customer becomes aware of any violation of Customer's obligations under these GTC by an End User, Customer shall immediately terminate such End User's access to the Content and the Services. Customer is responsible for providing customer service (if any) to End Users. castLabs does not and shall not be obligated to provide any support or services directly to End Users. 5. Fees and Taxes 5.1. Fees and Taxes. Fees are per usage as set on AWS Marketplace. Additional taxes may apply. 5.2. Payment Terms. Payments are handled on a monthly basis through AWS Marketplace. 5.3. Free Trial. Each Customer, who has not used castLabsa?(tm) DRMtoday service within the last three (3) years and who has not had a free trial evaluation of castLabsa?(tm) technology through an agreement entered into directly with castLabs within the last year, is entitled to a forty-five day (45) free trial including up to 500 requests (a?~Free Triala??) at the beginning of the Agreement. During the Free Trial, castLabs shall report 0 (zero) usage on Customera?(tm)s account with AWS Marketplace. After the expiration of the 45 days or reaching of 500 requests by Customer, whichever occurs first, Customer will automatically be invoiced for the use of the Services based on the pricing as set on AWS Marketplace. Customer is bound by the terms of these GTC during any time of the Free Trial. Termination of the Agreement during Free Trial is governed by the rules for termination of the Agreement as set by AWS Marketplace. 6. Intellectual Property Rights 6.1. castLabs Technology 6.1.1. Reservation of Rights. No Challenge. Subject only to the rights and licenses expressly granted to Customer under these GTC, castLabs and its licensors shall retain and own all right, title, and interest in and to the castLabs Technology, and all intellectual property rights therein and with respect thereto, whether perfected or inchoate, including all patents, copyrights, trade secrets, trademarks and trade names, and all registrations, applications and the like therefor or related thereto. All rights not expressly granted to Customer under these GTC are expressly reserved for castLabs. Customer agrees not to reproduce, use, disclose, distribute or otherwise exploit the castLabs Technology except as expressly authorized in these GTC. 6.1.2. Improvements; Feedback. The parties agree that in the event a party develops or creates any customization, modification, derivative work or improvement of the castLabs Technology, including based on any Feedback, hereunder or in connection herewith, castLabs shall own all right, title and interest to such customizations, modifications, derivative works or improvements, and Customer hereby irrevocably transfers and assigns, and agrees to assign, all right, title and interest therein and thereto to castLabs and agrees to do all other acts or things reasonably necessary to document, perfect and maintain castLabs' ownership hereunder, without additional consideration. The parties further agree that the ownership rights to any and all intellectual property, which may be created from the collaborative efforts of the parties hereunder or in connection herewith shall belong solely to castLabs to the extent that such intellectual property relates to the castLabs Technology, including interoperability therewith and use thereof. Parties agree that the Content Service and any customizations made by castLabs by Customer's order are not considered customization, modification, derivative work or improvement of the castLabs Technology. In case that Customer provides any Feedback to castLabs or its affiliates, castLabs shall own all right, title, and interest in and to the Feedback, even if Customer has designated the Feedback as confidential. Customer hereby irrevocably transfers and assigns, and agrees to assign, to castLabs all right, title, and interest in and to the Feedback and agrees to do all other acts or things reasonably necessary to document, perfect and maintain castLabs' ownership thereof, without additional consideration. 6.1.3. Unauthorized Use. Customer shall notify castLabs promptly of any actual or suspected unauthorized use of castLabs' intellectual property, and provide castLabs with reasonable cooperation in protecting such intellectual property. Customer agrees that castLabs shall have the sole right and discretion to determine whether any action should be taken to terminate unauthorized use of the castLabs intellectual property or settle any proceeding brought by castLabs to terminate such unauthorized use. For the avoidance of doubt, Customer shall have no right or standing to bring any enforcement action concerning castLabs' intellectual property. All proceeds from any enforcement action shall belong exclusively to castLabs. 6.2. Customer 6.2.1. Content. Customer or Customer's licensors own all right, title, and interest in and to the Content. castLabs obtains no rights under the Agreement from Customer or Customer's licensors to the Content, including any related intellectual property rights. 6.2.2. Content Service. Customer or Customer's licensors own all right, title, and interest in and to the Content Service (except to the extent it interoperates with or includes any castLabs Technology). castLabs obtains no rights under the Agreement from Customer or Customer's licensors (except to the extent it interoperates with or includes any castLabs Technology) to the Content Service, including any related intellectual property rights. 7. Confidential Information 7.1. Confidential Information. Each party acknowledges that it will have access to confidential information and materials concerning the other party's (and its affiliates', vendors', licensors', business partners' or employees', contractors' or agents') business, plans, customers, technology, marketing, finances, pricing and products that are confidential and of substantial value to such party ("Confidential Information"). Confidential Information includes (a) the terms of the Agreement (including any amounts payable by Customer hereunder), (b) all information regarding the design, functionality, operational methods, know-how, processes, algorithms, trade secrets, security and coding of castLabs' (and its vendors' and licensors') technology (including the castLabs Technology), and any complete or partial Source Code or Object Code versions of such technology, any Documentation and any Feedback, and (c) any account information, (d) any information, technology, provided by Customer to castLabs; and (e) any other information, whether disclosed orally or in written form, that is identified as "confidential," "proprietary" or the like at the time of such disclosure (or would have been reasonably understood to have been confidential at the time of disclosure given the context and nature of the disclosure). Confidential Information shall not include information that (i) is or becomes a matter of public knowledge through no fault of or action by the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure by the disclosing party; or (iii) is required by law or judicial order, provided that prior written notice of such required disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek a protective order and that if such order cannot be obtained disclosure may be made without liability. 7.2. Restrictions. Each party agrees to maintain all Confidential Information received from the other, both orally and in writing, in confidence (including using reasonable efforts to maintain such confidence) and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the disclosing party. Each party further agrees to use the Confidential Information solely for the purpose of performing the Agreement and shall only disclose such Confidential Information to its employees on a reasonable "need to know" basis. 7.3. Remedies. Each party agrees that due to the unique nature of the Confidential Information of the other party, there may be no adequate remedy at law for any breach of this Article 7 and, accordingly, (a) each party may be entitled to equitable relief, including an injunction, in the event of any such failure (or any threat thereof), in addition to whatever remedies it might have at law or otherwise, and (b) each party hereby irrevocably waives any requirement for the security or posting of any bond in connection with such relief. Each party, as recipient, agrees to indemnify the other party, as discloser, its officers, directors and agents for any loss or harm, including attorney's fees, in connection with the unauthorized use or release of any of a discloser's Confidential Information by recipient or any other breach of this Article 7 by recipient. Each party agrees to notify the other party in writing immediately upon the occurrence of any such unauthorized use or release or other breach of this Article 7 of which it becomes aware. 7.4. Return of Materials. Whenever requested by a disclosing party or upon the termination or expiration of the Agreement, a receiving party shall immediately return to the disclosing party all manifestations of the Confidential Information or, at the disclosing party's option, shall destroy all such Confidential Information as the disclosing party may designate. In no event shall the return or the destroying of confidential information impair either party's ability to perform under the Agreement. 8. Representations, Warranties & Indemnities 8.1. Mutual. Each party hereby represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into the Agreement and to perform the acts required of it under the Agreement, (b) the Agreement constitutes the legal, valid and binding obligation of such party when executed and delivered and (c) any and all activities it undertakes in connection with the Agreement shall be performed in compliance with all applicable laws, rules and regulations. 8.2. By castLabs. castLabs hereby represents and warrants that (a) Customer's use of Services as authorized herein will not infringe or misappropriate any patent, copyright or trade secret rights or any intellectual property right of any third party, and (b) to its knowledge, Customer's use of Services as authorized herein will not infringe any patent issued as of the date of the Order. 8.3. By Customer. Customer hereby represents and warrants that (a) Customer and Customer's licensors own or have licensed all right, title, and interest in and to the Content, the Content Service and any Customer-Provided Video Player Software, and have all necessary third party licenses and authorizations with respect thereto, (b) Customer has all rights in the Content, the Content Service and any Customer-Provided Video Player Software necessary to grant the rights contemplated by the Agreement, (c) Customer is and will operate the Content Service in compliance with all applicable laws, rules and regulations, including properly handling and processing notices sent to Customer (or any of Customer's affiliates) by any person claiming that Content violates such person's rights, (e) castLabs' or any End Users' use of, access to or interoperation with Content, the Content Service and any other Customer technology will not infringe or misappropriate any copyright or trade secret rights of any third party, and (f) to its knowledge, castLabs' or End Users' access to, use of or interoperation with the Content, Content Service or any other Customer technology will not infringe any patent. 8.4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 8, CASTLABS TECHNOLOGY INCLUDING THE SERVICES ARE LICENSED OR PROVIDED TO CUSTOMER "AS IS" AND "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CASTLABS HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OTHERWISE ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. CASTLABS MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ANY, WARRANTY (A) THAT CASTLABS TECHNOLOGY INCLUDING THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR (B) THAT THE CASTLABS TECHNOLOGY INCLUDING SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THE REQUIREMENTS OF ANY OF CUSTOMER'S END USERS. 8.5. Indemnification 8.5.1. Indemnification by Customer. Customer shall indemnify and hold harmless castLabs, its affiliates, directors, and employees from and pay any final judgment or settlement and associated costs (including all court costs and reasonable attorneys' fees) in connection with any action, claim or demand by a third party alleging that the Content including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the Content ("Legal Claim"). castLabs shall give Customer written notice no later than 30 days after receiving notice of a Legal Claim, and shall give copies to Customer of all communications, notices and/or other actions relating to the Legal Claim. castLabs shall give Customer the sole control of the defense of any Legal claim, shall act in accordance with reasonable instructions by Customer and shall give Customer such assistance as castLabs reasonably requests to defend or settle such claim. Customer shall conduct its defense at all times in a manner that is not adverse to castLabs' interests. castLabs' may employ its own counsel to assist it with respect to any such claim. castLabs shall bear all costs of employing its own counsel, unless engagement of counsel is necessary because of a conflict of interest with Customer or its counsel, or because Customer fails to assume control of the defense. castLabs may not settle or compromise any Legal Claim without castLabs' express written consent. Customer shall be relieved of its indemnification obligation under Section 8.5.1., if castLabs fails to comply with Section 8.5.1. 8.6. Infringement Options & Restrictions. Customer's sole and exclusive remedy for any actual or alleged breach of the warranties in Section 8.2 above (By castLabs) above shall be for castLabs, at its option and expense, to: (a) modify or replace all or part of the Services licensed or provided hereunder so that in castLabs' good faith opinion it no longer infringes or misappropriates the third party intellectual property rights; (b) obtain the rights necessary for Customer's continued use of Services; (c) remove the infringing or misappropriated part of Services and reduce the applicable license fee proportionately, as appropriate, on a going-forward basis; or (d) if none of (a), (b) or (c) is commercially practicable in castLabs' judgment, terminate the Agreement. Further, castLabs shall not have liability or obligation to the extent that the alleged infringement or misappropriation arises as a result of: (i) the unauthorized modification of the Services by Customer or any third party; (ii) use of Services for other than the specific purpose for which they were designed and provided hereunder, (iii) use of Services on or with any systems other than the specified software and hardware platforms, (iv) the use of a release version other than a current release of Services or failure of Customer to use replacement technology or comply with operational, technical or other guidelines provided by castLabs in a timely manner; (v) modifications, additions or changes made to Services by or at the request of Customer; (vi) combination of Services with products, programs or data not furnished by castLabs in a manner not contemplated or intended by castLabs or applicable Specifications; or (vii) castLabs' compliance with any technical or commercial standards adopted by international organizations or consortia, including the International Standards Organization, the International Electrotechnical Commission, the International Telecommunication Union, the Internet Engineering Task Force (IETF), the World Wide Web Consortium (W3C), the Adobe Access standard, Fairplay Streaming standard, the Microsoft PlayReady standard, the OMA DRM standard, the Google Widevine standard, the Amazon Web Services standard, and any other industry standards, some of which are proprietary to third parties. 9. Liability and Limitations All liability of castLabs, its affiliates, officers, directors, employees, agents, suppliers, and licensors collectively, to Customer, for claims related to, or arising out of the use of the Services shall not exceed the fees paid to castLabs for the Services during the twelve (12) months before the last event that gave rise to Customer's claim. This limit is in the aggregate and not per incident. In no event will either party be liable, regardless of the theory of liability or whether arising out of the use or inability to use the Services or otherwise, even if either party been advised of the possibility of such damages: (a) indirect, incidental, exemplary, special or consequential damages; (b) loss or corruption of data or interrupted or loss of business; or, (c) loss of revenues, profits, goodwill or anticipated sales or savings. This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement or otherwise, even if either party has been advised of the possibility of such damages. Nothing in these GTC limits or excludes any liability that cannot be limited or excluded under applicable law. 10. Term, Termination & Suspension 10.1. Term. The Agreement shall commence upon Customer's Order at AWS Marketplace and is renewed on a month-to-month basis. 10.2. Emergency Suspension 10.2.1. Generally. castLabs may suspend use of Services, if continued use may result in material harm to the Service or its users. In such case, castLabs will promptly notify Customer of the suspension. 10.2.2. Effect of Suspension. If castLabs suspends Customer's right to access or use any portion or all of Services: (a) Customer remains responsible for all fees and charges Customer has incurred through the date of suspension, (b) Customer remains responsible for any applicable fees and charges for any Services to which Customer continues to have access, (d) castLabs' right to suspend Customer's or any End User's right to access or use the Services is in addition to its right to terminate the Agreement pursuant to Section 10.4 below. 10.2.3. Lifting Of Suspension. Suspension shall be immediately lifted if the reasons for suspension specified in castLabs' notice of suspension have been fully or substantially cured. 10.3. Defensive Suspension. In the event Customer brings an action against castLabs and/or any of its licensors alleging that some portion of any Services licensed infringes a Customer patent, copyright, trade secret or other intellectual property right of Customer, castLabs may suspend any or all of the licenses granted to Customer under the Agreement. 10.4. Termination of the Agreement 10.4.1. General. Each party may terminate this agreement giving a 15 (fifteen) day notice to the other party before the beginning of the next month period. 10.4.2. By castLabs. castLabs may also terminate the Agreement immediately upon notice to Customer (reserving cumulatively all other remedies and rights under the Agreement and in law and in equity) (a) for cause, if any act or omission by Customer or any End User results in a suspension described in Section 10.2, (b) if its relationship with a third party partner, including pursuant to Section 2.4 above, who provides software or other technology castLabs use to provide Services expires, terminates or requires castLabs to change the way castLabs provide the software or other technology as part of Services. (c) if castLabs believe providing Services could create a substantial economic or technical burden or material security risk for castLabs, (d) in order to comply with the law or requests of governmental entities, or (e) if castLabs determine use of Services by Customer or any End Users or its provision of any of Services to Customer or any End Users has become impractical or unfeasible for any legal or regulatory reason. 11. General 11.1. Assignment. Successors. Customer may not and shall not assign, transfer, convey or subcontract the Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, to any other party without castLabs' prior consent and any attempt to do so shall be void ab initio. castLabs shall have the right to assign, transfer and convey the Agreement, or any rights or obligations hereunder, to any other party without Customer's prior written consent, including in connection with an acquisition, merger, change of control, sale of all or substantially all of its assets, secured financing, securitization or similar transaction. The Agreement shall be binding upon, and enforceable by, and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 11.2. Customer's Licensors. Governing Law. Forum. The Agreement will be construed pursuant to the laws of i) the State of California, United States, excluding its conflicts of law provisions, if Customer is located in the United States or Canada. Each party irrevocably submits to the sole and exclusive jurisdiction of the federal courts in Southern California situated in the city of Los Angeles; or ii) Germany, excluding its conflicts of law provisions, if Customer is located anywhere else in the world. Each party irrevocably submits to the sole and exclusive jurisdiction of the courts of Berlin. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. castLabs reserves the right to control all aspects of any lawsuit or claim that arises from Customer's use of the Services. 11.3. No Waiver. Severability. castLabs does not waive any of its rights under these GTC by failing to or delaying the exercise of its rights or partially exercising its rights at any time. To the extent that any section of these GTC, or part thereof, is determined to be invalid or unenforceable, the remainder of these GTC shall remain in full force and effect. 11.4. Changes to the GTC. Entire Agreement. These GTC may not be changed except by a written amendment executed by an authorized representative of each party. These GTC and the Order represent the entire agreement and understanding between castLabs and Customer with respect to the Services. It supersedes any previous communications, representations or agreements between the parties and prevails over any conflicting or additional terms in any quote, purchase order, acknowledgment, or similar communication between the parties. 11.5. Injunctive Relief. It is understood and agreed that, notwithstanding any other provisions of these GTC and the Agreement, breach of the provisions of these GTC and the Agreement by Customer will cause castLabs and its licensors irreparable damage for which recovery of money damages would be inadequate, and that castLabs shall therefore be entitled to obtain timely injunctive relief to protect the rights of castLabs and its licensors under the Agreement in addition to any and all remedies available at law. 11.6. Press Releases. Customer and castLabs may issue a (joint) press release to announce the new cooperation with one another. However, neither party shall issue any press release or make any other public communication with respect to the Agreement or any relationship without the other party's prior written consent. 11.7. Logo Use. Upon Customer's approval, castLabs may make use of Customer's and its product/service brand logos on its websites, trade show booths, e-mail campaigns, company presentations, social media channels, brochures, and the like to show this cooperation as a proven record of castLabs technology. Customer may withdraw its approval at any time.