COMMERCIAL USE LICENSE AGREEMENT

 

This Commercial Use License Agreement (the "Agreement") is entered into by and between Core Velocity Sport Machine Trading L.L.C., a corporation formed under the laws of the United Arab Emirates ("CoreV," "we," "our," or "us"), and the entity identified either on Exhibit A to this Agreement or in the transaction document authorizing the purchase of products and services (the "Customer," "you," or "your"). This Agreement is effective as of the later of (i) the signature date set forth on Exhibit A or (ii) the date of the Customer’s transaction document authorizing the purchase (the "Effective Date"). CoreV and the Customer are collectively referred to as the "Parties" and individually as a “Party”.

 

CoreV is an authorized reseller of OxeFit fitness equipment, parts, software, and services related to rehabilitation and physical therapy, fitness and strength training, and other related activities (collectively, the "Products and Services"). This Agreement, along with the applicable warranty described in either the Limited Commercial Warranty or the Plus Warranty (each as included with your purchase, the "Applicable Warranty"), governs your access to and use of the Products and Services, including, but not limited to, OxeFit fitness equipment, software, websites, content, documentation, and mobile applications licensed or acquired from us or through an authorized OxeFit partner.

 

By accepting this agreement—by completing exhibit a, executing a purchase transaction (including issuing a purchase order or paying the invoice), or downloading any oxefit software or applications—you: 

1. acknowledge that you have read and understand this agreement; 

2. represent that you have the authority to enter into this binding agreement; and

3. accept this agreement and agree to be legally bound by its terms in accordance with the laws of the united arab emirates. If you do not agree to these terms, do not access or use the products and services.

 

In consideration of the mutual promises, covenants, representations, and warranties contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties hereby agree as follows:

 

1. License to Use Products and Services

 

Subject to your compliance with this Agreement and any additional documents referenced or incorporated herein, OxeFit grants you a limited, revocable, non-exclusive, non-transferable, worldwide license to access and use the software, data, information, or other material embedded in the Products and Services (collectively, the “Embedded Software”) and/or provided on or through our or OxeFit’s websites, including https://www.oxefit.com/ and associated websites (collectively, the “Sites”), the OxeFit Web Portal, and OxeFit mobile applications (including Android and iOS applications, collectively the “Apps,” and together with the Sites and OxeFit Web Portal, the “OxeFit Platform”) (collectively, the “Additional Software,” and together with the Embedded Software, the “OxeFit Software”) (the “Software License”). This Software License is granted solely to the extent reasonably necessary for you to use the Products and Services and the OxeFit Platform.

 

Subject to the terms of this Agreement and the applicable End User License Agreement (the “EULA”) for each end user, the limited license granted hereunder may be sublicensed by you only to your respective customers, patients, or other authorized end users (each, an “End User”). You are responsible for all acts and omissions of each of your End Users as if such acts or omissions were performed by you or your personnel directly. Notwithstanding the foregoing, any use of the software or other intellectual property (including the OxeFit Software) provided directly to End Users will be further governed by the applicable EULA.

 

You shall not, directly or indirectly, and shall not permit any End Users to:

 

1. Copy, modify, or create derivative works of the OxeFit Software, in whole or in part;

2. Except as otherwise expressly permitted herein, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the OxeFit Software;

3. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the OxeFit Software, in whole or in part;

4. Remove any proprietary notices from the Products and Services or the OxeFit Software;

5. Use the OxeFit Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

 

We or OxeFit may suspend your access and the access of any End User to any portion of the OxeFit Software if we or OxeFit reasonably determine that:

 

1. There is a threat or attack on any of the OxeFit Software;

2. Your or any End User's use of the OxeFit Software disrupts or poses a security risk to us, OxeFit, the OxeFit Software, or any other customer or vendor of ours or OxeFit;

3. You or any End User is using the OxeFit Software for fraudulent or illegal activities; or

4. The provision of the OxeFit Software to you or any End User is prohibited by applicable law, including the laws of the United Arab Emirates.

 

2. Ownership and Use of Products, Services, and Materials

 

You warrant and agree that you are purchasing the Products and Services and receiving access to the Products and Services solely for your internal use and for the use of your End Users, and not for resale, distribution, or transfer to other entities.

 

You acknowledge that the Products and Services, the OxeFit Platform, the OxeFit Software, and all related materials, including but not limited to all names, trademarks, service marks, logos, data, files, documents, text, photographs, images, audio, video, and any materials accessed through or made available for use or download through the Products and Services or the OxeFit Platform (collectively, the "Materials"), are protected by intellectual property laws, including patents, copyrights, trademarks, trade secrets, or other proprietary rights. These rights are valid and protected in all forms, media, materials, and technologies, whether existing now or developed in the future, under the applicable laws of the United Arab Emirates.

 

Notwithstanding any other provision in this Agreement, any OxeFit Software is licensed (and not sold) to you under the terms, conditions, and restrictions set forth herein. As between You, CoreV, and OxeFit, OxeFit and its licensors and suppliers, as applicable, own all rights, titles, and interests in and to the OxeFit Software and Materials, including any and all upgrades, updates, enhancements, or improvements made thereto. You do not acquire any ownership interest in the OxeFit Software or Materials under this Agreement, other than the limited rights to access or use the Products and Services as expressly permitted.

 

Ownership of, and title to, the OxeFit Software, Materials, and any manuals, guides, or other printed or electronic documentation provided to you for use with any of the foregoing, including all copies thereof, shall remain exclusively with OxeFit and its licensors and suppliers.

 

Notwithstanding any other provision in this Agreement, OxeFit may monitor your use of the OxeFit Software and collect and compile data and information related to your use of the OxeFit Software and the use by any End Users. This data may be used by OxeFit in an aggregate and anonymized manner to compile statistical and performance information related to the operation of the OxeFit Software and the Products and Services ("Aggregated Statistics"). As between OxeFit and you, all right, title, and interest in and to the Aggregated Statistics, and all intellectual property rights therein, belong exclusively to OxeFit. You agree that OxeFit may (x) make Aggregated Statistics publicly available in compliance with applicable law, and (y) use Aggregated Statistics for its internal purposes, including improving the Products and Services, provided that such Aggregated Statistics do not identify you or your End Users' Confidential Information.

 

3. Products and Services; Purchase Orders

 

During the term of this Agreement (the “Term”), you may, from time to time, request a quotation from CoreV for the purchase of Products and Services (a “Quote”). You may accept the terms and conditions set forth in the Quote by signing the Quote and returning the signed copy to us, or by issuing a fully authorized purchase order (a “Purchase Order”) that references the Quote or includes the terms and conditions set forth in such Quote. Any Purchase Order issued shall conform to and be subject to the terms of this Agreement. The executed Quote or Purchase Order shall collectively be referred to herein as the “Ordering Document”.

 

You acknowledge and agree that any pre-printed terms, references to your websites, or other terms listed on an Ordering Document that are inconsistent with or in addition to the provisions of this Agreement are null and void and shall have no force or effect on the terms of the Ordering Document, unless the Parties agree to Special Terms, which are specifically identified as such on the Ordering Document or other written agreement authorized by both Parties.

 

We reserve the right to reject any Ordering Document at our sole discretion, with written notice to you. An Ordering Document shall be deemed accepted upon our review and written acknowledgment (an "Approved Order").

 

4. Terms of Sale; Payment

 

a. Payment Terms:

 

• You shall pay the purchase price for the Products and Services in accordance with the terms set forth in the applicable Approved Order or an Exhibit to this Agreement. If not specifically set forth in the applicable Approved Order or Exhibit, full payment is due in advance of the shipment of the Products or the provision of the Services. The purchase price shall be denominated in United Arab Emirates Dirham (AED) and shall include charges (if applicable) for freight, handling, taxes, and other amounts payable to us. Payment terms and credit lines are subject to our credit approval. We take no responsibility for actions or omissions by any third party providing financing to you.

• You shall notify us in writing of any dispute with an invoice (accompanied by a reasonably detailed description of such dispute) within five (5) business days from the date of the invoice. Invoices for which no such notification is received within this period shall be deemed accepted by you as true and correct, and you shall pay all amounts due under such invoices within the period set forth in this Section 4 (a). 

• Notwithstanding any other provision of this Agreement, both Parties shall continue to perform their respective obligations during any dispute, including payment of any undisputed amounts due and payable hereunder. We shall not be required to fulfill any unfulfilled Products and Services under the Approved Order during such dispute. The Parties shall endeavor to resolve all such disputes expeditiously and in good faith.

 

b. Taxes:

The purchase price is exclusive of any applicable taxes, unless you provide a valid tax exemption certificate prior to invoicing. You are responsible for all sales, use, value-added, and any other taxes, duties, or charges imposed by any governmental authority on amounts payable under this Agreement. However, you shall not be liable for taxes imposed on our income, revenues, personnel, or real or personal property.

 

c. Late Payments:

In the event of default on recurring payments, we shall not be obligated to refund any amounts previously paid.

 

Furthermore, if any undisputed amounts remain unpaid for thirty (30) days after written notice, we or OxeFit may, at our discretion, suspend the provision of Products and Services until such payments are made

 

d. Shipping:

1. The Products and Services constituting physical equipment or parts (the "Equipment") are offered for sale in the United Arab Emirates and other limited jurisdictions (the "Permitted Jurisdictions"). Upon your request, we will provide a list of Permitted Jurisdictions or confirm availability in a particular jurisdiction. We will not ship Equipment outside the Permitted Jurisdictions, and you will be solely responsible for any use or movement of the Equipment outside these jurisdictions after its initial purchase within a Permitted Jurisdiction.

2. Unless otherwise agreed in writing by the Parties, we will select the method of shipment and carrier for the Equipment, using EXW (Ex Works) CoreV location as the applicable Incoterm. We may, without liability or penalty, make partial shipments, and you will be responsible for payment for the units shipped. We will deliver the Equipment to your requested shipping destination using our standard packaging. You are responsible for all shipping, freight costs, and any taxes, duties, or other charges related to importation, regardless of whether we arrange the shipping or you do.

3. We will make reasonable efforts to meet scheduled shipment dates and estimated arrival or delivery dates; however, no dates we provide are guaranteed. 

4. In no event shall we be liable for, and hereby disclaim, any loss, damage, injury, or penalty resulting from any acceleration or delay in shipment, arrival, or delivery.

 

e. Title and Risk of Loss:
Except as otherwise stated and agreed in an Approved Order, title to the Equipment and all risk of loss or damage shall pass to you upon delivery, provided that the Approved Order includes your responsibility and charges for shipping and delivery.

 

 

f. Installation:

 

1. To the extent that installation services are included in an Approved Order, you agree to allow and provide CoreV Professionals ("CoreV Professionals" refers to the technicians installing or servicing the Equipment or providing training or other professional services) access to your designated area of placement for the purpose of installing, maintaining, repairing, uninstalling, removing, or performing related services, as necessary (the "Designated Location").

2. You represent and warrant that the Designated Location is reasonably safe and secure, given the nature and type of work to be performed by CoreV Professionals, and that it complies with all applicable legal health, building, occupancy, and safety laws, regulations, and standards. We are not responsible or liable for your choice of Designated Location or any damage or injury resulting from installation in an improper location, such as one without adequate safety, security, structural support, or an adequate or safe power supply.

 

5. Your General Representations and Obligations

 

You represent and warrant to CoreV that:

 

(a) You have the full right, power, and authority to perform all obligations under this Agreement;

 

(b) Your End Users, and any person who accesses any Products and Services through your equipment at your Designated Location, will use the Products and Services in an appropriate and legal manner. You shall be responsible for all access to and use of the Products and Services, whether or not you have knowledge of or have authorized such access or use.

 

(c) You shall be solely responsible for obtaining any and all required consents from End Users regarding the use of the Products and Services, including any collection, use, disclosure, or other processing of personal information by us or OxeFit pursuant to such End User’s use of the Products and Services. This includes, but is not limited to, any required parental or legal guardian consent for End Users under the age of 18, and you shall be responsible for obtaining such consents in compliance with applicable data protection laws and regulations in the UAE.

 

6. Confidentiality

 

You agree not to use or disclose to any third party any Confidential Information (as defined below); provided, however, that you may disclose our Confidential Information to your employees and subcontractors who need to know such information for the purpose of using the Products and Services, and only to the minimum extent necessary. Any disclosure to such employees or subcontractors must be pursuant to confidentiality obligations that are at least as stringent as those set forth herein. You will be liable for any conduct by such employees or subcontractors that conflicts with the confidentiality obligations and use restrictions set forth in this Agreement.

 

“Confidential Information” means any information disclosed to you by CoreV, including, without limitation, the terms of this Agreement, any technical or business information (including intellectual property), and any information related to the Products and Services or the OxeFit Software, which is designated as confidential or proprietary, or which should reasonably be recognized as confidential based on the nature of the information or the circumstances of disclosure.

 

Confidential Information shall not include information which:

 

  a. Is or becomes part of the public domain through no fault of yours;

  b. Is independently developed by you without the use of any Confidential Information; or

  c. Is lawfully in your possession on a non-confidential basis at the time of disclosure, as evidenced by files and records dated prior to such disclosure.

 

In the event you are required by court order, statute, or government agency to disclose any Confidential Information, you shall give us as much notice as is reasonably practical (but in any event, at least thirty (30) days) so that we may seek a protective order or other remedy. You shall reasonably cooperate with us in our efforts to obtain such an order or remedy.

 

7. Third-Party Software and Applications

 

Downloading and/or installing any third-party software and/or applications that are not expressly authorized by CoreV or OxeFit on any of the Products and Services constitutes a breach of this Agreement. Any such downloading or installation is done at your own risk and may void any applicable warranty or support commitments provided by CoreV or OxeFit.

 

8. Links to Other Sites; Third-Party Content, Software, and Applications

 

CoreV and OxeFit make no representations whatsoever regarding any other websites that may be accessed through the Products and Services or the OxeFit Platform. You acknowledge that the Products and Services and the OxeFit Platform may include software, content, or other materials provided by third parties, including materials provided by other users and third-party licensors. All statements and/or opinions expressed in these materials, as well as any responses to questions or other content, are solely the opinion and responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of CoreV or OxeFit. Neither CoreV nor OxeFit shall be responsible or liable to you, any End User, or any third party for the content, accuracy, or legality of any materials provided by third parties.

 

9. Term, Termination, and Survival

 

a. Term
The term of this Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with this Section 9 or as otherwise provided in this Agreement.

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b. Termination
Either Party may terminate this Agreement:

1. Upon written notice to the other Party, if the defaulting Party (a) breaches this Agreement, and such breach is incapable of cure, or if the breach is capable of cure, the defaulting Party does not cure such breach within thirty (30) days after receipt of written notice detailing the breach; or (b) becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing;

2. With sixty (60) days’ prior written notice to the other Party;

3. By CoreV, at its discretion, if you breach the terms outlined in Section 1 of this Agreement.

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c. Survival

The rights and obligations of the Parties set forth herein, including but not limited to payment obligations, confidentiality, indemnification, and dispute resolution, shall survive any termination or expiration of this Agreement.

 

10. Warranty Disclaimer and Limitation of Liability

 

To the fullest extent permitted under applicable law, the products and services are provided “as is” without warranty of any kind, except as expressly set forth in the applicable warranty. We, on our behalf and on behalf of our affiliates and our respective licensors, expressly disclaim all warranties, whether express, implied, statutory, or otherwise, with respect to the products and services, including all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and warranties that may arise out of the course of dealing, performance, usage, or trade practice. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the products and services will meet your requirements, achieve any intended results, be compatible with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, or be error-free, or that any errors or defects can or will be corrected.

 

You are responsible for ensuring that no End User who uses the Products and Services in your facilities has any medical condition, impairment, or disability that may prevent or limit their ability to safely use the Products and Services.

You are solely responsible for any and all loss, liability, or damages resulting from the use or misuse of the Products and Services, including injury, damage, or loss to any users, other persons, and the Products and Services, except to the extent directly caused by our gross negligence, willful misconduct, or any proven inherent defect in the Products and Services.

 

11.  Indemnification

 

a. Customer’s Indemnification Obligation

 

You acknowledge that there are inherent risks in the use of the Products and Services, and that all users of the Products and Services do so at their own risk. To the maximum extent permitted by applicable law, CoreV shall not be liable to any End User (including your End Users), and you agree to indemnify, defend, and hold harmless CoreV, OxeFit, and their affiliates, as well as their respective directors, officers, employees, agents, contractors, licensors, suppliers, successors, and assigns (collectively, "Indemnitees"), from and against all direct and indirect claims, damages, losses, liabilities, and costs arising from or related to:

 

1. The use of the Products and Services by you, your personnel, or any End User in violation of this Agreement, or in a manner contrary to any warnings, labels, notices displayed on or with the Products and Services, OxeFit Platform, or any related documentation, or in violation of applicable law;
    

2. Your failure to obtain any required End User consents, including parental or legal guardian consent for End Users under the age of 18;
    

3. Your material breach of this Agreement;
    

4. The breach by an End User of the End User License Agreement (EULA) through use of the Products and Services via your account;
    

5. Gross negligence or willful misconduct (or other more culpable acts or omissions) by you, your personnel, or any End User;
    

6. Bodily injury, death, or damage to tangible real or personal property, except to the extent such damage is directly caused by our gross negligence or willful misconduct.

 

b. CoreV’s Indemnification Obligation

1. Subject to the limitations set forth herein, during the Term of this Agreement, CoreV agrees to indemnify you from and against any claims, damages, losses, and costs arising from or relating to a third-party claim that:
   (i) The Products and Services or the OxeFit Software infringe upon such third party’s intellectual property rights; or
   (ii) Our material breach of the terms of this Agreement.

 

c. Indemnification Procedure

The party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) in writing of any claim for which it seeks indemnification pursuant to this Section 10. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall assume control of the defense and investigation of the claim, using counsel of its choice, at its sole cost and expense. However, the Indemnifying Party shall not settle the claim in any way that adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party may participate in the defense at its own cost, using its own counsel. The Indemnified Party’s failure to comply with the provisions of this Section 11 (c) will not relieve the Indemnifying Party of its obligations under this Section, except to the extent that the Indemnifying Party can demonstrate material prejudice due to such failure.

 

12. Limitation of Liability

 

To the fullest extent permitted by law, and notwithstanding any provision of this Agreement to the contrary:

 

1. Exclusion of Certain Damages: Neither Party nor its suppliers shall be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages. This includes, but is not limited to, damages arising from loss of profits, goodwill, economic or pure economic losses, use of the Products or Services, loss of data, service interruptions, computer damage, system failures, inability to use the Products and Services, content, or other intangible losses. This exclusion applies even if any limited remedy set forth herein is found to have failed in its essential purpose.

 

1. Limit on Aggregate Liability: The total liability of either Party to the other Party for all claims arising from or related to the Products and Services, or this Agreement, in the aggregate, shall not exceed the amount actually paid by you in connection with the Products and Services over the twelve (12) months preceding the date the claim(s) first arose.

 

13. Export Restrictions

 

You acknowledge that the Products and Services, as well as the OxeFit Software, are subject to the customs and export control laws and regulations of the United Arab Emirates, and may also be subject to the customs and export laws and regulations of the country in which the Products and Services are manufactured, provided, or received. By purchasing the Products or using the Services, you agree to comply with these applicable laws, rules, and regulations. You further represent and warrant that you will not transfer, or permit others to transfer, any software, services (including the OxeFit Software or Apps), or technology to any foreign national or foreign destination in violation of any such laws.

 

14. Notices

 

Any notice or other communication required or permitted to be given under this Agreement must be in writing and delivered by one of the following methods:

 

1. Mail: By deposit in the mail, addressed to the Party to be notified, postage prepaid and registered or certified with return receipt requested;

2. Delivery: By personal delivery, courier service, or overnight delivery service;

3. Electronic Mail: By electronic mail, with confirmation of transmission.

 

Any Party may change its address for notice by providing written notice to the other Parties. For purposes of notice, the contact information for each Party is set forth on Exhibit B or in an Ordering Document. Day-to-day communications and notifications (excluding notices of default, renewal, termination, and claims for indemnification) may be made by other reliable means, such as email or posting on the Customer’s account or the OxeFit Platform.

 

15. Entire Agreement

 

This Agreement, including any Additional Terms (such as Approved Orders, Applicable Warranty, EULAs, and any other exhibits, schedules, attachments, and appendices) constitutes the entire agreement between the Parties regarding the subject matter hereof. It supersedes all prior and contemporaneous agreements, representations, and warranties, both written and oral, regarding the same subject matter. If there is a conflict between the terms and conditions of this Agreement and any Additional Terms, the terms of this Agreement will control unless expressly modified by the Additional Terms or an amendment to this Agreement.

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16. GOVERNING LAW

1. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, particularly the laws of the Emirate of Dubai, where any dispute arising from this Agreement shall be resolved.

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17. DISPUTE RESOLUTION

1. Any dispute arising from this Agreement shall first be attempted to be resolved  

    amicably through good faith negotiations between the Parties.

 

1. If the dispute cannot be resolved amicably, it shall be referred to the UAE judiciary, specifically the Dubai courts.

 

18. Reformation; Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the Parties agree that the adjudicating authority may modify or interpret the provision to make it valid, legal, and enforceable to the greatest extent permitted by applicable law. If modification or interpretation is not possible, then:

1. This Agreement will be enforced as if the invalid, illegal, or unenforceable provision had been severed;

2. The invalidity, illegality, or unenforceability will not affect the enforceability of the provision in any other jurisdiction; and

3. The remainder of this Agreement will remain in full force and effect.

 

19. Amendments

No amendment to or modification of this Agreement will be effective unless it is in writing and signed by an authorized representative of each Party.

 

20. Waiver

No waiver by any Party of any provision of this Agreement will be effective unless explicitly set forth in writing and signed by the Party waiving the provision. Except as otherwise provided in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, remedy, power, or privilege preclude any further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

20. Successors and Assigns

This Agreement will be binding upon and will inure to the benefit of the permitted successors and assigns of each Party. Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any attempted assignment without such consent will be void. However, CoreV may assign this Agreement to an affiliate, subsidiary, or successor (by merger or operation of law), or in connection with the sale of its assets, equity, or any change in control.

 

21. No Third-Party Beneficiaries

This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns. Except as expressly set forth in this Agreement, nothing herein, either express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

 

22. Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. Notwithstanding anything to the contrary herein, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission will have the same legal effect as delivery of an original signed copy of this Agreement.

 

23. Interpretation

For purposes of this Agreement:

(a) The words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation”;
(b) The word “or” is not exclusive; and
(c) The words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole.

 

Unless the context otherwise requires, references to Sections, Schedules, and Exhibits mean the Sections of and Schedules and Exhibits attached to this Agreement. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting the instrument or causing any instrument to be drafted.

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