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Subscriber Agreement


Lani, Inc.’s Subscriber Agreement is effective on or after January 20, 2023 for all new and existing Customers of Buzzwork (hereafter referred to as “Service”). If you are an existing Customer or previously agreed to a version of the Subscriber Agreement before January 20, 2023, this Subscriber Agreement will be effective on January 20, 2023 and will completely replace any prior version to which you agreed. Please be aware that your continued use of the Service after January 20, 2023 constitutes your acceptance of this Subscriber Agreement (hereafter referred to as “Agreement”). If you have a separate written agreement with Lani, Inc., said agreement is deemed to be null and void and this Subscriber Agreement will apply to you.


This Agreement is between Lani, Inc. (hereafter referred to as the “Company”) and the individual, entity or organization (hereafter referred to as the “Customer”) agreeing to the terms of this agreement, and, together with all applicable exhibits, attachments, addenda, and order forms, is the complete agreement of the parties regarding Customer’s order or selection of the subscription plan to either of the Service as further explained below:

FREE plan is at no cost to the user subscribing. It allows the Customer up to 3 months of in-app data storage of Calendar entries and up to 3 months of access to past Calendar entries from the date the entry  was created or renewed. The Free Subscriber is permitted access to a limited number of Habit Tracking, Social Share, and Drafts features, as outlined below:

  • Free Subscribers are allowed to create and maintain up to 3 drafts at any given time.

  • Free Subscribers are allowed to create and maintain up to 3 habits at any given time.

  • Free Subscribers are allowed to save up to 25 posts to their personal profile.

STUDENT plan is ad free and has a cost of $ 0.99 per month (U.S. dollar). It allows the Customer up to 6 months of in-app data storage of Calendar entries and up to 6 months of access to past Calendar entries from the date the entry was created or renewed. The Customer is permitted access to unlimited Chat, Habit Tracking, Drafts, and Profile features for the duration of the Customer’s subscription plan. In addition, alternate themes are available with this subscription plan. This plan will auto-renew unless the Customer subscribes to a different plan or cancels the plan.

PROPLANNER plan is ad free and has a cost of $1.99 per month (U.S. dollar). It allows the Customer up to 12 months of in-app data storage of Calendar entries and up to 12 months access to past Calendar entries from the date the entry was created or renewed. The Customer is permitted access to unlimited Chat, Habit Tracking, Drafts, and Profile features for the duration of the subscription plan. In addition, alternate themes are available with this subscription plan. The plan will auto-renew unless the Customer subscribes to a different plan or cancels the plan.

This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement, (b) the date Customer enters into an Order Form or other ordering document incorporating this Agreement, or (c) Customer’s payment and use of the Service (the “Effective Date”). Payment of the

plan selected by the Customer must be made prior to the Customer’s access and use of said plan. In the event of a conflict of the start date, the date when payment was made by the Customer will be deemed to be the start date of the subscription. End Users that are invited to use the Service by Customer are subject to Lani, Inc.’s Use of Terms available at


1 Definitions.

1.1 “Affiliate” means any entity that is Controlled by, or is under common Control with Lani, Inc. or the Customer entity agreeing to these terms,
where “Control” means ownership of more than 50% of the voting interests of the subject entity.

1.2 “Customer Data” means all information that Customer or its End Users submit to the Service.

1.3 “Documentation” means Lani, Inc.’s or Buzzwork’s user guides, as updated from time to time, accessible via the “Help” feature of the Service.

1.4 “End User” means any individual who is authorized by Customer to use the Service under Customer’s account, including Customer’s or its Affiliates’ employees, consultants, contractors, or agents.

1.5 “Order Form” means an ordering document or an online order entered into between Customer and Lani, Inc. or Buzzwork (or Affiliates of either party) specifying which plan Service will be provided under this Agreement.

1.6 “Professional Services” means services provided by Buzzwork.
1.7 “Service” means Buzzwork’s calendar and network management mobile

application software in Android and iOS platforms.

1.8 “Subscription” means the access to the Service acquired by Customer on a per End User basis.

1.9 “Subscription Term” means the term identified in the applicable Order Form or other ordering document, including any renewal term, during which Customer’s End Users are permitted to use the Service.

2. The Service.

2.1 Provision of the Service and Availability. Lani, Inc. will make the Service acquired under an Order Form or other ordering document available to Customer and

at End Users during the applicable Subscription Term pursuant to this Agreement. Lani, Inc. may update the content, functionality, and user interface of the Service from time to time in its sole discretion. Some features and functionality may be available only with certain versions of the Service. Customer agrees that its acquisition of the Service under this Agreement is not contingent on the delivery of future features or functionality.

2.2 Access Rights. Lani, Inc. grants to Customer a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service during the applicable Subscription Term pursuant to this Agreement, solely for Customer’s internal business purposes, and subject to the applicable Order Form or other ordering document.

2.3 Affiliates. In addition to any access rights a Customer Affiliate may have as an End User of Customer, a Customer Affiliate may separately acquire Subscriptions or Premium Services under this Agreement by entering into an Order Form that incorporates by reference the terms of this Agreement, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form.

2.4 Acceptable Use Terms. The Service may not be used for unlawful, harmful, obscene, offensive, or fraudulent Customer Data or activity. Examples of prohibited activities are advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, introducing viruses or harmful code, or violating third party rights. Customer will not (a) make the Service available to anyone other than Customer and its End Users or use the Service for the benefit of anyone other than Customer or its Affiliates; (b) rent, sublicense, re-sell, assign, distribute, time share or similarly exploit the Service (including allowing its employees or employees of its Affiliates to access the Service as guests instead of acquiring End User Subscriptions for such employees); (c) reverse engineer, copy, modify, adapt, or hack the Service; (d) access the Service, the Documentation, or Lani, Inc.’s Confidential Information to build a competitive product or service; or (e) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose). Lani, Inc. may request that Customer suspend the account of any End User who: (a) violates this Agreement or Lani, Inc.’s Terms of Use; or (b) is using the Service in a manner that Lani, Inc. reasonably believes may cause a security risk, a disruption to other Customer’s use of the Service, or liability for Lani, Inc. If Customer fails to promptly suspend or terminate such End User’s account, Lani, Inc. reserves the right to do so.

2.5 Security; Protection of Customer Data. Lani, Inc. will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. In addition, Lani, Inc.’s Data Processing Addendum, available at will apply to any Customer Personal Data included in Customer Data.

2.6 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Customer may specify one or more End Users as administrators (each
an “Administrator”) to manage its account, and Lani, Inc. is entitled to rely on communications from such Administrators and other Customer employees when servicing Customer’s account. Customer is responsible for use of the Service by its End Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, and legality of Customer Data. Customer will promptly notify Lani, Inc. if it becomes aware of any unauthorized use or access to Customer’s account or the Service.

2.7 Customer’s Use of Third-Party Services. Customer may install or enable third party services for use with the Service, such as online applications, offline software products, or services that utilize the Company’s or Buzzwork’s API or otherwise connect with the Service (“Third Party Services”). Any acquisition and use by Customer or its End Users of such Third-Party Services is solely the responsibility of Customer and the applicable third-party provider. Customer acknowledges that providers of such Third- Party Services may have access to Customer Data in connection with the interoperation and support of such Third-Party Services with the Service. To the extent Customer authorizes the access or transmission of Customer Data through a Third-Party Service, such Third-Party Service terms will govern, and Lani, Inc. will not be responsible for, any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third-party provider or its service.


3. Representations and Warranties.

3.1 Mutual Warranties. Each party represents and warrants that it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this Agreement.

3.2 By Lani, Inc.

3.2.1 Service Warranties. Lani, Inc. warrants during the applicable Subscription Term that: (a) the Service will materially conform to the applicable Documentation; and (b) Lani, Inc. will not materially decrease the functionality of the Service. For any breach of the foregoing warranties, as Lani, Inc.’s sole liability and Customer’s exclusive remedy, Lani, Inc. will correct the non-conforming Service, and, if Lani, Inc. is unable to correct the Service within a commercially reasonable time following receipt of written notice of breach, then Customer will be entitled to terminate the applicable Order Form.

3.2.2 Professional Services Warranty. Lani, Inc. warrants that the Professional Services will be performed in a professional and workmanlike manner using resources with the requisite skills, experience, and knowledge. For any breach of this warranty, as Lani, Inc.’s sole liability and Customer’s exclusive remedy, Lani, Inc. will, at its option (a)

re-perform the applicable Professional Services that fail to meet this warranty, or (b) refund to Customer the fees paid for the non-conforming Professional Services.

3.2.3 Malicious Code. Lani, Inc. warrants that the Service is free from, and it will not introduce, software viruses, worms, logic bombs, Trojan horses or other code, files, or scripts intended to do harm (“Malicious Code”).

3.3 By Customer. Customer represents and warrants that it is entitled to transfer the Customer Data to Lani, Inc. so that the Company and its authorized third party service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf.

3.4 Disclaimer. Except as expressly provided for in this Agreement, Lani, Inc. does not warrant uninterrupted or error-free operation of the Service or that the Company will correct all defects or prevent third party disruptions or unauthorized third party access. These warranties are the exclusive warranties from Lani, Inc. and replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. The Company’s warranties will not apply if there has been misuse, modification, damages not caused by it, or if the Customer fails to comply with instructions provided by the staff and the Service. Each party disclaims all liability for any harm or damages caused by any third-party hosting providers. Lani, Inc. makes beta, trial, proof of concept, and “sandbox” versions of the Service available as-is without warranties of any kind.

4. Payment.

4.1 Payment. By signing up for a subscription plan in either STUDENT or PROPLANNER, you agree that your subscription will be automatically renewed at the conclusion of the subscription and, unless you cancel your subscription, you authorize us to charge your monthly payment method for renewal. Customer will pay the amount due under the applicable Order Form or the prices set forth within this Agreement at the time of the subscription sign up unless the Company has provided written notice to the Customer of revised prices prior to the renewal. The payment will be made to Lani, Inc. in U.S. dollars via a credit or debit card. The costs of the plans are $.99 per month for the STUDENT plan and $1.99 per month for the PROPLANNER plan. Amounts due are payable in the currency set forth above and are non-cancelable and non-refundable unless otherwise provided in this Agreement. Customer is responsible for providing complete and accurate billing information to Lani, Inc. The Company reserves the right to suspend Customer’s account in the event the Customer fails to pay the required amount for the selected plan at the time of the renewal. For transactions where Customer is permitted to make payment via credit or debit card, Customer agrees that, if eligible, Lani, Inc. may update Customer's payment information through the use of account refresher services provided by third party payment processors. Customers will

not receive a pro-rated early cancellation refund nor will they receive a pro-rated early termination refund due to any breach of the terms of this Subscriber Agreement or the Terms and Conditions of the Company.

4.2 End User Subscriptions. Subscription fees are based on which plan the Customer had signed up for on the start date. Subscriptions to the Service are sold in tiers based on the number of End Users. Customer may add End Users to their Subscription at any time on written notice to Lani, Inc. (email notice acceptable), however the number of End Users acquired under a Subscription cannot be decreased during the applicable Subscription Term. Lani, Inc. reserves the right to calculate the total number of End Users on a periodic basis, and, if such number exceeds Customer’s current plan size, Lani, Inc. reserves the right to charge the Customer for the plan that corresponds to the number of End Users in Customer’s current Subscription Term, so that all End User Subscription Terms are coterminous. Lani, Inc. reserves the right to revise fee rates and/or the billable amount structure for the Service at any time and will provide Customer with notice pursuant to Section 11.2 (Notices) below of any such changes at least twenty (20) days prior. Lani, Inc. may charge Customer the then-current pricing for the applicable Subscription if the number of End Users is modified and/or if Customer changes its Subscription plan.

4.3 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on Lani Inc.’s net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value- added, goods and services, consumption, and other similar taxes or duties. If any withholding is required by law, Customer will pay Lani, Inc. any additional amounts necessary to ensure that the net amount that Lani, Inc. receives, after any such withholding, equals the amount Lani, Inc. would have received if no withholding had been applied. Upon request, Customer will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Lani, Inc.’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 4.3 (Taxes). If Customer is exempt from certain taxes, Customer will provide proof of such exemption to Lani, Inc. without undue delay upon execution of the applicable Order Form.

4.4 Auto-renewal. As previously stated in 4.1 of this Agreement, the Customer agrees that its Subscription will automatically renew depending on Customer’s Subscription (the “Renewal Date”). Customer authorizes Lani, Inc. to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Customer wishes to reduce the number of End Users in its Subscription, it must do so prior to the Renewal Date. Customer must cancel in writing its Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. Customer can cancel its Subscription anytime online by going into its account settings and following the instructions provided. If Customer chooses to cancel its Subscription during the

Subscription Term, Customer may use the Service until the end of Customer’s then- current Subscription Term or renewal period, but will not be issued a refund.


5. Term and Termination.

5.1 Term. This Agreement commences on the Effective Date and will remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated, or this Agreement is otherwise terminated in accordance with its terms.

5.2 Termination for Cause. The Customer may terminate this Agreement and any Order Form under this Agreement: (a) upon thirty (30) days written notice if the Company is in material breach of this Agreement and fails to cure such breach within a reasonable time from the notice period. Lani, Inc. may terminate this Agreement and any Order Form immediately if the Customer violates the Terms of Use or Section 2.4 (Acceptable Use Terms)of this Agreement; or (b) if it ceases its business operations.

5.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement will immediately terminate, and Customer will immediately cease all use of the Service. Upon any termination by either party pursuant to Section 5.2 (Termination for Cause), Lani, Inc. will not refund to Customer a prorated amount of prepaid or unused fees applicable to the remaining portion of the Subscription Term. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Lani, Inc. for the Service or Professional Services in the period prior to the effective date of termination. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees.

5.4 Treatment of Customer Data Following Expiration or Termination. Customer agrees that following expiration or termination of this Agreement, Lani, Inc. may immediately deactivate Customer’s account(s) associated with the Agreement.


6. Confidentiality.

6.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes this Agreement, the Service, Order Form(s), Customer Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include

information that is: (a) publicly available when received, or subsequently becomes publicly available through no fault of the receiving party; (b) obtained by receiving party from a source other than the disclosing party without obligation of confidentiality; (c) developed independently by the receiving party; or (d) already in the possession of the receiving party without obligation of confidentiality.

6.2 Protection of Confidential Information. The receiving party will use the same care and discretion to avoid disclosure, publication, or dissemination of the disclosing party’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, but in no event less than a reasonable degree of care. The receiving party may disclose Confidential Information to its employees, Affiliates, consultants, subcontractors, or advisors (“Representatives”) who have a need to know such Confidential Information for the purpose of performing under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. If the parties entered into a non-disclosure agreement prior to executing this Agreement, the terms of this Section 6 (Confidentiality) will control in the event of any conflict or inconsistency.

6.3 Equitable Relief. In the event of a breach of this Section 6 (Confidentiality), the disclosing party may seek appropriate equitable relief in addition to any other remedy.

6.4 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order. However, subject to applicable law, the receiving party will give the disclosing party prompt notice to allow the disclosing party a reasonable opportunity to obtain a protective order.

6.5 Sensitive Personal Information. Customer agrees that it will not use the Service to send or store personal information deemed “sensitive” or “special” under applicable law, including but not limited to financial account information, social security numbers, government-issued identification numbers, health information, biometric or genetic information, personal information collected from children under the age of 17, geo- location information of individuals, or information about an individual’s racial or ethnic origin, trade union membership, sex life or sexual orientation, political opinions, or religious or philosophical beliefs (collectively, “Sensitive Personal Information”).


7. Intellectual Property Rights.

7.1 Intellectual Property Rights. Use of the Service will not affect Customer’s ownership or license rights in Customer Data. Lani, Inc. and its authorized third-party service providers may use, host, store, backup, transmit, and display Customer Data to (a) provide the Service and Professional Services under this Agreement and (b) improve the Service as long as neither Customer nor its End Users are publicly identified. Neither this Agreement nor Customer’s use of the Service grants Customer or

its End Users ownership in the Service, including any enhancements, modifications or derivatives of the Service.

7.2 Feedback. If Customer submits any feedback to Lani, Inc. regarding the Service or Professional Services, Lani, Inc. may use such feedback for any purpose without any compensation or obligation to Customer provided such use does not violate Section 6 (Confidentiality).


8. Indemnification.

8.1 If a third party asserts a claim against Customer that the Service as acquired under the Agreement infringes a patent, trademark, or copyright, Lani, Inc. will (a) defend Customer against that claim and (b) pay amounts finally awarded by a court against Customer or included in a settlement approved by Lani, Inc. To obtain such defense and payment by Lani, Inc., Customer must promptly (i) notify Lani, Inc. in writing of the claim, (ii) supply information requested by Lani, Inc., and (iii) allow Lani, Inc. to control, and reasonably cooperate in the defense and settlement, including mitigation efforts.

8.2 Lani, Inc. has no responsibility for claims based on non-Buzzwork products and services, items not provided by Lani, Inc., or any violation of law or third party rights caused by Customer Data or other Customer materials.

8.3 If a third party asserts a claim against Lani, Inc. that Customer Data infringes a patent, trademark, copyright or violates a privacy right, Customer will (a) defend Lani, Inc. against that claim and (b) pay amounts finally awarded by a court against Lani, Inc. or included in a settlement approved by Customer. To obtain such defense and payment by Customer, Lani, Inc. must promptly (i) notify Customer in writing of the claim, (ii) supply information requested by Customer, and (iii) allow Customer to control, and reasonably cooperate in the defense and settlement as well as any mitigation efforts.

8.4 This Section states each party’s entire obligation and exclusive remedy regarding the third party claims described in the Section.


9. Liability.

9.1 A party’s entire liability in the aggregate for all claims related to the Agreement (regardless of the basis of the claim) will not exceed any actual direct damages incurred by the other party up to the total amount paid by Customer under this Agreement in the twelve (12) months preceding the first event giving rise to liability.

9.2 Neither party will be liable for (a) special, incidental, exemplary, or indirect damages, or any economic consequential damages, or (b) lost profits, business, value, revenue, goodwill, or anticipated savings.

9.3 The following are not subject to the limitation in Section 9.1 and the exclusion in Section 9.2: (a) a party’s indemnification payments set forth in Section 8 (Indemnification), and (b) damages that cannot be limited under applicable law.


10. Export Control and Economic Sanctions Compliance. Each party represents that it is not named on any U.S. government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Service in any manner that would cause any party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations.


11. Miscellaneous.

11.1 Governing Law; Venue. Both parties agree to (i) the application of the laws of the State of Illinois, United States, without regard to conflict of law principles and (ii) the exclusive jurisdiction of the parties and venue are in the state or federal courts located in Chicago, Illinois.

11.2 Notices. Lani, Inc. may give general notices related to the Service that apply to all customers by email, in-app notifications, or posting them through the Service. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in this Section or the Order Form, unless a party designates in writing a different address. Notices are deemed given when received. Notices to Lani, Inc. must be sent to with a copy to Lani, Inc. c/o Fahey & Associates, Attorneys at Law, 161 N. Clark Street, Suite 1700, Chicago, Illinois, 60601.

11.3 Publicity. The Company may include Customer’s name and logo in Buzzwork’s online customer list and in print and electronic marketing materials.

11.4 Channel Partners. Customer may acquire Subscriptions through the Company channel partners. Such channel partners are independent from Lani, Inc. and unilaterally determine their prices and terms. Lani, Inc. is not responsible for their actions, omissions, statements or offerings.

11.5 Consents. Where approval, acceptance, consent, access, cooperation, or similar action by either party is required, such action will not be unreasonably withheld.

11.6 Access to Non-Production Versions of the Service. Customer may be provided with access to beta, trial, proof of concept, or sandbox versions of the Service or

features within the Service (collectively, the “Non-Production Versions of the Service”). Customer acknowledges and understands that its use of the Non-Production Versions of the Service is not required and is at Customer’s own risk, and that Non- Production Versions of the Service are made available on an “as is” basis without warranties of any kind, may be discontinued or modified at any time, and may be subject to other terms. Non-Production Versions of the Service are not for production use, not supported, and not subject to availability or security obligations. Lani, Inc. will have no liability for any harm or damage arising out of or in connection with Non- Production Versions of the Service. Customer acknowledges that its trial will automatically convert to a Subscription at the end of the trial and that Lani, Inc. may charge Customer for the applicable Subscription fees unless Customer has notified it in writing of his/her decision to opt out during the trial.

11.7 Relationship of the Parties. Lani, Inc., the owner of Buzzwork, is an independent contractor, not Customer’s agent, joint venture, partner, or fiduciary. No right or cause of action for any third party is created by the Agreement or any transaction under it.

11.8 Force Majeure. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.

11.9 Severability; No Waiver. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.

11.10 Assignment. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either party may assign the Agreement to its Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.11 Modifications. Lani, Inc. may revise this Agreement from time to time by posting the modified version on the Buzzwork website at If, in Lani, Inc.’s sole discretion, the modifications proposed are material, it will provide Customer with notice in accordance with Section 11.2 (Notices) at least thirty (30) days prior to the effective date of the modifications being made. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement.

11.12 Government Agencies. If Customer is a Government agency utilizing the Service in an official capacity, Customer’s use of the Service shall be subject to this Subscriber Agreement.

11.13 Dispute Resolution. All disputes arising out of this Agreement may be settled by the Judicial Arbitration and Mediation Service (“JAMS”) under the JAMS arbitration rules (the “Rules”), in Chicago, Illinois with English as the official language, by one impartial arbitrator appointed by the mutual agreement of the parties or else in accordance with the Rules. Costs of the Arbitration shall be paid by the party seeking it unless otherwise agreed between the parties. The arbitrator will have no authority to award injunctive relief or damages excluded by or exceeding limits in this Agreement. Nothing in this Agreement will prevent either party from resorting to judicial proceedings in Chicago, Illinois for (a) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, (b) determining the validity or ownership of any copyright, trademark, or patent owned or asserted by a party or its Affiliates, or (c) debt collection.

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