MARVEL BUSINESS SOLUTIONS LLC.

(ORGTRAQ)

SERVICE AGREEMENT

&

PRIVACY TERMS

IMPORTANT PLEASE READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING ORGTRAQ SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

This software service subscription agreement (the "Agreement") governs your use of Orgtraq Software, the System (as defined below), and any related services provided by Marvel Business Solutions Pvt.

OrgTraq or Marvel Business Solutions LLC. individually or together is referred to as the "Company" in this Agreement. Company or Marvel Business Solutions LLC. or OrgTraq are the same and used synonymously in this Agreement.

You are referred to as "Customer" in this Agreement. If you use the OrgTraq Application/System, or if you click "I agree" or take any other affirmative action indicating your acceptance of this Agreement, then you have agreed to these terms. The System is intended to provide business tools, video, or audio conferencing on multiple platforms.

As a condition of your use of the System, you warrant to the company that you will not use the System for any purpose that is unlawful or prohibited by these Terms. You may not use the System in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the System.

You are not entitled to use any measures, mechanisms, or tools (software or hardware) that could interfere with the functioning of the System or any of its Services.

You may not use the Services and System if (i) you have been convicted of any offense under applicable law and (ii) if you are under the age of 18 years. Your access may be terminated without warning if we believe that You are under the age of 18 or are otherwise ineligible.

Suppose you are an agent or employee of the intended subscriber or User. In that case, you individually represent and warrant Marvel Business Solutions LLC. that you are authorized to bind as a party to this Agreement. If you do not agree to this Agreement, then you are not allowed to use the System.

1. Definitions :

(a) Components. "Components" means the individual modules or products that make up the System. New components or features will be introduced to the System from time to time, and those Components or features may be restricted to specific Editions.

(b) Customer Data. "Customer Data" means any of Customer's information, documents, or electronic files that are provided to Marvel Business Solutions LLC. hereunder.

(c) Documentation. "Documentation" means the online documentation provided by Marvel Business Solutions LLC.

(d) Error. "Error" means any reproducible material failure of the System to function per its Documentation.

(e) Maintenance Windows. "Maintenance Windows" means, collectively, standard maintenance and emergency maintenance. Standard maintenance windows will be published in advance on Marvel Business Solutions LLC. website at least 24 hours before starting the standard maintenance window. Emergency maintenance will occur as needed. Marvel Business Solutions LLC. will make reasonable efforts to publish emergency maintenance windows on the Marvel Business Solutions LLC. website in advance of the emergency maintenance window, but it is possible that advanced notification of an emergency window may not occur.

System. "System" means the software service or application for which the Customer has paid, including any Updates relating to that. A System is made up of individual Components.

(g) System Administrator. "System Administrator" or "Administrator" means the person(s) that Customer designate(s) to purchase on behalf of Customer usage of the Service, authorize Users under the Agreement, create accounts for additional Users and otherwise administer Customer's use of System. System Administrator (Administrator) may approve any service/plan changes to the account.

(h) Support. "Support" means the ongoing services by Marvel Business Solutions LLC. to support the System.

(i) Update. "Update" means any patch, bug fix, release, version, modification, or successor to the System.

(j) User. "User" means a named individual to whom Customer has granted access to use the System on Customer's behalf, regardless of whether or not the User accesses the software. Users may be Customer's employees, consultants, contractors, or agents. If the Customer grants login access to his Clients or Vendors, they are also considered as Users.

(k) Edition. "Edition" means the named configuration of the System that has been licensed to the Customer. An Edition defines what Components, features, limits, and usage restrictions are placed on the System licensed to the Customer. New components or features will be introduced to the System from time to time, and those Components or features may be restricted to specific Editions. New named Editions may also be introduced from time to time.

(l) Subscription. "Subscription" means the period for which the Customer is siging up the services for or time period the Customer intends to use the OrgTraq System. Subscription can be for a period of Month or Quaterly or Yearly or a custom defined time period.

(l) Effective Date. "Effective Date" is the date on which the Customer's subscription to the licensed Edition of the System starts. The beginning of the contract term shall commence on the date of execution of this Agreement.

2. Use Rights:

(a) Use Rights. Under this Agreement, Marvel Business Solutions LLC. hereby grants to Customer a nonexclusive, non-transferable, non-sublicensable right to Customer and Customer's Users to use the licensed Edition of the System for Customer's business purposes. The use right in the preceding sentence is limited to the number of Users for which the Customer has paid. Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee. In such case, New Transferee must agree to be bound by all the terms and conditions of this Agreement, and Customer must explicitly obtain permission/agreement from Marvel Business Solutions LLC. All rights to the System not expressly granted herein are reserved to Marvel Business Solutions LLC.

(b) License and Use Restrictions. Customer and Customer's Users shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. You acknowledge and agree that Marvel Business Solutions LLC. shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer's Users relating to the System. The Customer or Customer Users agree not to reproduce the System partially or fully in any form or shape, including but not limited to any screens, content, or functionality.

(c) System Administrator; User Access. Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or username. The Customer acknowledges and agrees that it is prohibited from sharing passwords and/or usernames with unauthorized users

(d) Customer Data. The Customer owns all rights, titles, and interests in the Customer Data. Customer hereby grants to Marvel Business Solutions LLC. a nonexclusive, non-transferable non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of Customer's use of the System. Marvel Business Solutions LLC. shall not use the Customer Data except to improve the System and as necessary to perform its obligations hereunder.

(e) Sensitive Data; Customer Responsibilities. Customer acknowledges that the System is intended for use with protected information such as credit card numbers, financial account numbers, or other similarly sensitive personal information, and that Customer assumes all risk arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer's Users' use of the System is in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.

(f) Security. Customer is solely responsible for maintaining the security of all usernames and passwords granted to it, for the security of its information systems used to access the System, and for its Users' compliance with the terms of this Agreement. Customer will immediately suspend user accounts if it becomes aware of any loss or theft or unauthorized use of any of Customer's passwords or usernames. Marvel Business Solutions LLC. has the right at any time to terminate or suspend access to any User or to Customer if Marvel Business Solutions LLC. believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the System or Marvel Business Solutions LLC. network.

3. Support:

(a) Services Generally. Subject to the terms of this Agreement, Marvel Business Solutions LLC. shall use commercially reasonable efforts to make the System available to Customer.

(b) Updates. Marvel Business Solutions LLC. shall deliver Updates to the System that apply to the Customer's currently licensed Edition at no additional charge. From time to time, new Components or features may be released that are applied selectively to different Editions of the System. Only those Updates that apply to the Customer's currently licensed Edition will be delivered automatically to the Customer at no additional charge.

(c) Support Options and Procedures. Marvel Business Solutions LLC. shall provide general support to the Customer as set forth on the Support Section of the Marvel Business Solutions LLC. website for the Customer's currently licensed Edition. Different Editions of the System will be entitled to varying levels of support. In addition, Marvel Business Solutions LLC. may offer premium support options to the Customer at an additional charge.

(d) Support Exclusions. Marvel Business Solutions LLC. is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by: (i) the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment; (ii) any failure or defect of Customer's or a third party's equipment, software, facilities, third party Systems, or internet connectivity (or other causes outside of Marvel Business Solutions LLC.'s firewall); (iii) Customer's use of the System other than in accordance with the System's documentation; or (iv) a Force Majeure Event.

(e) Support Exclusions. Dividant Business Solutions Pvt. Ltd. is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by: (i) the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment; (ii) any failure or defect of Customer's or a third party's equipment, software, facilities, third party Systems, or internet connectivity (or other causes outside of Dividant Business Solutions Pvt. Ltd.'s firewall); (iii) Customer's use of the System other than in accordance with the System's documentation; or (iv) a Force Majeure Event. (O Support Fees. Dividant Business Solutions Pvt. Ltd. has the right to bill Customer at its standard services rates for any support issues excluded by Section 3(e) above that have been preapproved in writing (including in an email) by Customer. (g) Limitation of Remedies. Correction of Errors as defined in this Agreement are Customer's sole remedies for any Errors in the System.

(f) Support Fees. Marvel Business Solutions LLC. has the right to bill Customer at its standard services rates for any support issues excluded by Section 3(e) above that have been preapproved in writing (including in an email) by Customer.

(g) Limitation of Remedies. Correction of Errors as defined in this Agreement are Customer's sole remedies for any Errors in the System

4. Financial Terms:

(a) Fees. In return for the products, services and use rights provided by Marvel Business Solutions LLC. to Customer hereunder, Customer shall pay to Marvel Business Solutions LLC. the fees in the amount set forth. All amounts refer to Indian Rupees.

(b) Payment Terms. Marvel Business Solutions LLC. shall invoice/auto charge (through its merchant account) Customer on a monthly or yearly basis, in advance, for all subscription fees, recurring charges, current invoices and expenses incurred since the previous invoice. If Customer is delinquent in payment of any portion of a subscription fee or an invoice, Marvel Business Solutions LLC. may, suspend access to the system and/or terminate all services to the the Customer and may additionally excercise other remedies it may have. Customer agrees to pay interest on delinquent amounts at the rate of 1.5% per month (or, if lower, the maximum amount permitted by law) that a payment is overdue. The Customers Subscription Rate per User is as follows: {PRICE} per month billed monthly or {PRICE} per month billed per annum/yearly. ("User" shall include all current and former "Users" loaded into Customers OrgTraqsystem).

(c) Taxes. Customer shall pay or shall reimburse Marvel Business Solutions LLC. for all sales taxes, service taxes and other taxes, however characterized by the taxing authority, based upon the license fees or other charges under this Agreement or otherwise incurred on account of Customer's use of the System, except for any taxes based upon Marvel Business Solutions LLC.'s net income or gross receipts or for any franchise or excise taxes owed by Marvel Business Solutions LLC.

(d) Pricing Changes. Marvel Business Solutions LLC. Will notify changes in pricing at least 15 days before the billing expiry date or 15 days before service/contract/subscription renewal.

5. Term and Termination:

(a) Term. The term of this Agreement commences on the Effective Date {CURRENT DATE} hereof and shall continue until the subscription renewal period

(b) Termination for Cause. Either party can terminate this Agreement with or without cause upon following circumstances: (i) Immediately upon failure to pay a subscription fee or any delinquent amounts owed by the Customer to Marvel Business Solutions LLC. and this Agreement becomes re-active upon renewal or payment of delinquent charges by the Customer; (ii) Immediately upon any breach of any confidentiality obligations owed to such party by the other party; (iii) if the other party has committed any other material breach of its obligations under this Agreement and has failed to cure such breach within 30 days of written notice by the non-breaching party specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 30 days, has failed to begin and continue to work diligently and in good faith to cure such breach); or (iv) upon the institution of bankruptcy or state law insolvency proceedings against the other party if such proceedings are not dismissed within 30 days of commencement. (c) Obligations Upon Termination. Upon termination of this Agreement: (i) provided that Customer has paid all amounts owed to Marvel Business Solutions LLC. hereunder, Marvel Business Solutions LLC. shall, upon written request received within 30 days of termination, provide any Customer who purchased access rights to an Edition requiring payment of a fee with access to the System for a period of 24 hours; (ii) Marvel Business Solutions LLC. shall immediately terminate access to the System by Customer; (iii) Customer shall immediately pay Marvel Business Solutions LLC. any amounts payable or accrued but not yet payable to Marvel Business Solutions LLC. including any deferred payments or payments originally to be made over time.

THE CUSTOMER ACKNOWLEDGES THAT IF THE CUSTOMER IS USING AN EDITION OF THE SYSTEM THAT IS PROVIDED FREE OF CHARGE, UPON TERMINATION OF THIS AGREEMENT, ORGTRAQ BUSINESS SOLUTIONS LLC. IS UNDER NO OBLIGATION TO EITHER MAINTAIN CUSTOMER DATA OR TO PROVIDE USERS WITH ACCESS TO OR A COPY OF THE CUSTOMER DATA.

6. Confidentiality:

(a) Confidential Information. "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party's technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (ii) third party information that Customer or Marvel Business Solutions LLC. is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted hereunder.

(b) Exclusions. Notwithstanding the above, the term "Confidential Information" does not include any information that is either: readily discernible from publicly available products or literature; or approved for disclosure by prior written permission of an executive officer of the disclosing party.

Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement. Except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party's express written authorization.

(c) Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or another appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.

(d) Return of Information. Except as set forth otherwise in the specific provisions concerning Customer Data set forth in Section 5(c) above, if a disclosing party so requests at any time, the receiving party shall return or delete all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession promptly.

(e) Survival. The parties hereto covenant and agree that this Section 6 will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

7. Intellectual Property Rights :

As used herein, 'Intellectual Property Rights' means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired

All Intellectual Proprietary Rights to any OrgTraq Software, the OrgTraq Website, OrgTraq Materials, and User Content belongs to OrgTraq. Nothing in this Agreement and Terms of Use shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell any OrgTraq Software, the OrgTraq Website,

any OrgTraq Materials, or any User Content for any reason, unless otherwise expressly permitted by the Terms of Use or by law. You hereby agree to assign and do assign to OrgTraq (and OrgTraq accepts such assignment) any modifications or derivative works of any OrgTraq Software, the OrgTraq Websites, and OrgTraq Materials made by You in contravention of this limitation without remuneration of any kind.

6. Indemnification:

(a) Indemnification by Marvel Business Solutions LLC. FOR CUSTOMER USING ONLY A FREE EDITION OF THE SYSTEM, THIS SECTION 8(a) DOES NOT APPLY AND YOU ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO ANY INDEMNIFICATION FROM ORGTRAQ BUSINESS SOLUTIONS LLC. For Customers using an Edition of the System on a monthly or annual payment plan, Marvel Business Solutions LLC. shall defend, indemnify and hold harmless Customer from and against all damages, liabilities, losses and expenses, including reasonable attorneys' fees and expenses, resulting from any third party claim, suit or proceeding that arises from Customer and/or the Customer's Users' use of the System in accordance with this Agreement that, to Marvel Business Solutions LLC.'s knowledge, infringes or misappropriates any Indian trade secret, trademark, or copyright. Marvel Business Solutions LLC. will have no indemnity obligation to Customer if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the System with products, services, information, materials, technologies, business methods or processes not furnished by Marvel Business Solutions LLC. to the extent the infringement or misappropriation is based on such combination, operations or use; (ii) any modification (other than by Marvel Business Solutions LLC.) to the System to the extent the infringement or misappropriation is based on such modification; or (iii) the Customer's failure to promptly install any Update that is provided by Marvel Business Solutions LLC. that would have eliminated the actual or alleged infringement or misappropriation.

(b) Indemnification by Customer. Customer shall defend, indemnify and hold harmless Marvel Business Solutions LLC. from and against all damages, liabilities, losses and expenses, including reasonable attorneys' fees and expenses, resulting from any third party claim, suit or proceeding that arises from the Customer and/or the Customer's Users' use of the System. The indemnified party shall promptly notify the indemnifying party in writing of any third party claim, stating the nature and basis of the third party claim, to the extent known. The indemnifying party shall have sole control over the defense and settlement of any third party claim, provided that, within fifteen (15) days after receipt of the above described notice, the indemnifying party notifies the Indemnified Party of its election to so assume full control. The foregoing notwithstanding, the indemnified party shall be entitled to participate in the defense of such third party claim and to employ counsel at its own expense to assist in the handling of such claim, except that the indemnified party's legal expenses in exercising this right shall be deemed legal expenses subject to indemnification hereunder to the extent that (i) the indemnifying party fails or refuses to assume control over the defense of the third party claim within the time period set forth above; (ii) the indemnified party deems it reasonably necessary to file an answer or take similar action to prevent the entry of a default judgment, temporary restraining order, or preliminary injunction against it; or (iii) representation of both parties by the same counsel would, in the opinion of that counsel, constitute a conflict of interest. The indemnifying party shall not settle any such third party claim without the written consent of the indemnified party, except for a complete settlement requiring only the payment of money damages to be paid by the indemnifying party.

(c) Sole Remedy. Indemnification pursuant to this Section is the parties' sole remedy for any third party claim against the other party in the nature of intellectual property infringement or misappropriation.

8. Service Level Commitments Disclaimers and Limitations:

(a) Service Level Commitments; Credits. Marvel Business Solutions LLC. guarantees that the System and all Services provided on the System will be accessible to Customer's authorized Users 99.5% of the time in any given calendar month, excluding Maintenance Windows. Notwithstanding the foregoing, Marvel Business Solutions LLC. does not guarantee network availability between Customer and the Marvel Business Solutions LLC. hosting servers, as such availability can involve numerous third parties and is beyond the control of Marvel Business Solutions LLC.. Marvel Business Solutions LLC. will not be liable for nor provide any service credits hereunder for any downtime caused in whole or part by a third party data center provider nor for any downtime that Customer experiences as a result of Customer or Customer's Users' own network connectivity issues. If Customer experiences a System or Service outage and is unable to access the System or any Service, Customer must immediately contact Marvel Business Solutions LLC.'s help desk, providing any/all necessary information that may assist Marvel Business Solutions LLC. in determining the cause of the outage. Marvel Business Solutions LLC. will determine in good faith whether the outage was within Marvel Business Solutions LLC.'s reasonable control. If Marvel Business Solutions LLC. determines that a timely reported outage was attributable to Marvel Business Solutions LLC. then Marvel Business Solutions LLC. will credit Customer I day of Service fees for every 2 hours of downtime Customer experienced, up to a maximum of half of that month's Service fees. This shall be Customer's sole remedy, and Marvel Business Solutions LLC..'s sole liability, for Marvel Business Solutions LLC.'s failure to provide the guaranteed availability set forth in this Section.

(b) Disclaimer of Warranties. Except for the limited service level Commitments set forth in section 9(a), Marvel Business Solutions LLC. hereby disclaims any, representations or warranties of any kind, express or implied, with respect to the system, the services provided or the availability, functionality, performance or results of use of the system. Without limiting the foregoing, except as specifically set forth in the limited service level commitments in section 9(a), Marvel Business Solutions LLC. disclaims any warranty that the system, the services provided by Marvel Business Solutions LLC. or the operation of the system are or will be accurate, error free or uninterrupted. Marvel Business Solutions LLC. makes no, and hereby disclaims any, implied warranties, including without limitation, any implied warranty of non-infringement, merchantability, of fitness for any particular purpose or arising by usage of trade, course of dealing or course of performance.

(c) Disclaimer of Consequential Damages. Marvel Business Solutions LLC. has no liability with respect to the system, services, or its other obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages (including without limitation loss of profits and the cost of cover) even if Marvel Business Solutions LLC. has been advised of the possibility of such damages.

(d) Limitations of Remedies and Liability. Marvel Business Solutions LLC.'s total aggregate liability to Customer for any reason and upon any cause of action including without limitation, breach of contract, negligence, strict liability, misrepresentations, and other torts, is limited to (l) in the case of Customer on a monthly payment plan, all fees paid to Marvel Business Solutions LLC.by the Customer in respect of user licenses for the system during the three months immediately preceding the events giving rise to the liability; (2) in the case of Customer on an annual payment plan, all fees paid to Marvel Business Solutions LLC. by the Customer in respect of user licenses for the system during the twelve months immediately preceding the events giving rise to the liability; or (3) in the case of Customer using only a free edition of the system, one hundred Indian Rupees (Rs.100.00) only.

9. General:

(a) Notices. Notices regarding this Agreement to Marvel Business Solutions LLC. shall be in writing and sent by first class mail or overnight courier at the address provided at that time on Marvel Business Solutions LLC.'s website. Marvel Business Solutions LLC. may give notice by means of posting notice on the System, by electronic mail to Customer's email address on record with Marvel Business Solutions LLC. or by written communication sent by first class mail or overnight courier to Customer's address on record in Marvel Business Solutions LLC.'s account information. All notices shall be deemed to have been given three days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or 12 hours after either sending by email or posting on the System.

(b) Promotional Materials. Either party may include statements, and may use the other party's name and logos, in its website, commercial advertisements and promotional materials for the sole purpose of indicating that Customer is a user of the System.

(c) Force Majeure. "Force Majeure Event" means any act or event that (a) prevents a party (the "Nonperforming Party") from performing its obligations or satisfying a condition to the other party's (the "Performing Party") obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. "Force Majeure Event" does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party's performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party's obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.

(d) Assignment. Marvel Business Solutions LLC. may assign any of its rights or obligations under this Agreement at any time; provided, however, that Marvel Business Solutions LLC. shall not assign the rights granted to Customer Data in Section 2(d) except in connection with the sale (whether by merger, asset sale, equity sale or otherwise) of (i) Marvel Business Solutions LLC. (ii) the System or (iii) a portion of Marvel Business Solutions LLC. or the System that would reasonably require the acquirer of said portion to be assigned such rights to the Customer Data. Customer shall not assign any of its rights under this Agreement, except with the prior written approval of Marvel Business Solutions LLC. which shall not be unreasonably withheld. The preceding sentence applies to all assignments of rights, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes Marvel Business Solutions LLC.'s form of Agreement agreeing to be bound all of the terms and conditions of this Agreement. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void.

(e) Governing Law; Venue. The laws of the State of Michigan will govern this Agreement without giving effect to any principles of conflicts of laws. To the extent possible under applicable law, venue for all disputes in connection with this Agreement shall be Clinton Township, Michigan.

(f) Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.

(g) Entire Agreement. This Agreement constitutes the final Agreement between the parties. It is the complete and exclusive expression of the parties' Agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or Agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement. (h) Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.

(i) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections l , 2(b), 5(c), 6, 7, 8, and 9 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement