Master Customer Agreement for Services

THIS MASTER CUSTOMER AGREEMENT FOR SERVICES (this “Master Customer Agreement”) is entered into by BluWave Inc. (“BluWave-ai”, “we” or “us”), a Canadian corporation having its registered office at 102-62 Steacie Drive, Ottawa, ON K2K 2A9 and the Customer (“Customer” or “you”) identified on the electronic or written order form or quote referencing this Master Customer Agreement (“Order Form”), effective as of the effective date identified in that Order Form (“Effective Date”).

WHEREAS, BluWave-ai is in the business of providing its Customers with energy optimization services leveraging artificial intelligence as are requested from time to time by its Customers.

WHEREAS, subject to the terms and conditions of this Master Customer Agreement, Customer desires to obtain, and BluWave-ai desires to provide, the Services (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, representations and warranties herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties mutually agree as follows:

1. Definitions:

“Aggregate Basis” refers to the combination of parts of information collected or processed from the user, not containing the Customer’s name, with other information from any or all other Customers of the Services, which will not be used in a manner that discloses any individually identifiable information about the user or any specific transactions in which the user has engaged.

“BluWave-ai Service” means BluWave-ai’s proprietary software-as-a-service product for grid energy optimization.“Business Day” means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario.

“Confidential Information” means any business, marketing, technical, scientific, trade secret, intellectual property, pricing or other information disclosed by either Party which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential.

“Customer Data” means any electronic data, information or any derivatives thereof, uploaded, submitted or otherwise transmitted to or through the BluWave-ai Service by or on behalf of Customer, including data from Customer’s grid network sensor and/or IT systems

“Deliverables” means software as a service product.

“Fees” means the amounts paid or payable by Customer to BluWave-ai for use of the Services.

“Services” mean any and all services that BluWave-ai provides to Customer pursuant to this Agreement including access to the BluWave-ai Service,.

“Terms” means terms specified in this document.

2. Scope & Coverage: This Master Customer Agreement sets forth the general terms of our provision of services to you and the conditions that will apply. Unless otherwise agreed in writing, the terms of this Master Customer Agreement (including the Statement of Work (defined below) and any schedules hereto (collectively, this “Agreement”)) will also apply to any additional matters we agree to handle on Customer’s behalf; provided, however, that this Agreement may be superseded or supplemented at any time by any subsequent Master Customer Agreement or Statement of Work duly executed by both Customer and BluWave-ai. The parties agree that, any terms contained in any document which has been or may in the future be supplied by Customer which are in addition to, different from, or inconsistent with the terms hereof are null and void unless mutually agreed to inwriting, whether such terms are set forth in Customer’s terms, invoices, acknowledgments or otherwise. In the event of a conflict between the Terms and the Statement of Work, the Terms will govern unless mutually agreed to in writing.

3. Duration of Agreement: This Agreement shall remain effective between the parties until otherwise terminated by either party by giving to the other not less than thirty (30) days’ advance written notice; provided, however, that this Agreement may not be terminated by either party (unless both parties agree in writing) during the pendency of an existing engagement that remain(s) outstanding or to be performed, except where Customer has not paid BluWave-ai in accordance with the terms of this Agreement. Notwithstanding the foregoing, all provisions except for Satisfaction Guaranty shall survive the termination of this Agreement.

4. Services: BluWave-ai will provide the Services to Customer described in a Statement of Work, the form of which is attached hereto as Exhibit A, and incorporated herein by reference (the “Statement of Work”). In addition, any Statement of Work may be updated from time to time to add or remove Services or to modify the terms of Services upon a written agreement signed by both Parties. Notwithstanding anything contained herein to the contrary, all Services provided to Customer after the Effective Date shall be subject to the terms of this Agreement. In exchange for providing the Services, Customer agrees to pay BluWave-ai in the amounts, at the rates and as set forth in the Statement of Work and pursuant to the terms and conditions in this Master Customer Agreement for Services.

5. Taxes: All fees set forth in this Agreement are exclusive of applicable taxes. Fees also exclude such “Transaction Taxes” which BluWave-ai is required by law to invoice and collect from Customer. Transaction Taxes, if any, will be separately stated on the invoice and will be paid by Customer to BluWave-ai unless Customer provides an exemption certificate to BluWave-ai or the transaction is statutorily exempt from Transaction Taxes. BluWave-ai shall be solely responsible for the timely remittance of all Transaction Taxes to the applicable Governmental Authority, and BluWave-ai shall pay (without reimbursement by Customer), and shall hold Customer harmless against, any penalties, interest or additional taxes that may be levied or assessed as a result of the failure to invoice or delay of BluWave-ai to pay any such taxes. “Transaction Taxes” means sales and use taxes, value added taxes, goods and services taxes, gross receipts taxes and excise taxes. Transaction Taxes excludes any tax on income, real or personal property taxes or payroll taxes.

6. Billing Policies: Billing Policies: Direct project expenses, as set forth on the Statement of Work, will be billed in addition to professional fees. Customer shall be invoiced as BluWave-ai reasonably deems appropriate or as otherwise set forth on the Statement of Work. Payment is due upon receipt of invoice. A three percent (3%) late payment charge per month will apply for any outstanding balances after thirty (30) days from Customer’s electronic receipt of invoice.

7. Limited Liability: TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, BLUWAVE-AI SHALL NOT HAVE ANY LIABILITY TO CUSTOMER OR ANY OTHER PERSON FOR OR ON ACCOUNT OF: (A) ANY LOSSES, LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, ACTIONS, SUITS, COSTS AND EXPENSES, DAMAGES, JUDGMENTS OR AWARDS OF ANY KIND OR NATURE (COLLECTIVELY, “LOSSES”) SUSTAINED BY, INCURRED BY OR ASSESSED OR ASSERTED AGAINST OR IMPOSED UPON CUSTOMER OR ANY OTHER PERSON, OR (B) ANY CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND (INCLUDING LOST PROFITS) WHETHER SUCH CLAIM OR ACTION IS BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE, EVEN IF BLUWAVE-AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, WHICH IN ANY MANNER, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO OR IS IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER OR ANY OTHER LOSSES INCURRED BY CUSTOMER OR ANY OTHER PERSON. IF, FOR ANY REASON, THE FOREGOING LIMITATION IS FOUND TO BE INVALID OR UNENFORCEABLE, CUSTOMER AND EACH OTHER PERSON AGREES THAT THE SOLE AND TOTAL LIABILITY OF BLUWAVE-AI SHALL BE LIMITED, IN THE AGGREGATE, TO THE NET AMOUNT RECEIVED BY BLUWAVE-AI FROM CUSTOMER FOR THE SERVICES PROVIDED BY BLUWAVE-AI DURING THE MOST RECENT TWELVE (12) MONTH PERIOD FOR WHICH SERVICES WHERE PROVIDED HEREUNDER. THE PARTIES EACH FURTHER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS FAIR AND REASONABLE UNDER THE CIRCUMSTANCES AND IN CONSIDERATION FOR THE SERVICES PROVIDED HEREUNDER. NOTWITHSTANDING THE FOREGOING, THE AFOREMENTIONED LIMITATION SHALL NOT APPLY WITH RESPECT TO ANY ACTS BY BLUWAVE-AI WHICH CONSTITUTE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE ORDER.

8. Mutual Indemnification: Subject to the last sentence of Section 6 above and to the fullest extent not prohibited by applicable law: (a) Customer agrees to indemnify, hold harmless and defend BluWave-ai and its respective officers, directors, shareholders, employees, agents, sub-contractors, representatives, successors and assigns (collectively, the “BluWave-ai Indemnified Persons”), for any and all Losses, including but not limited to interest, penalties, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (“Legal Costs”), which any BluWave-ai Indemnified Person may suffer in connection with or in any way relating to: (i) any breach or violation of any term, condition, obligation, duty, representation, warranty or covenant of Customer set forth herein, and (ii) the performance or the rendering of any services contemplated under this Agreement, including but not limited to any statutory or common law claims brought by or on behalf of Customer’s current or former employees or subsidiaries, affiliates or portfolio companies (including their agents, representatives, attorneys, assigns, heirs, executors, and administrators), (each a “BluWave-ai Claim”), provided however that BluWave-ai shall not be entitled to indemnification hereunder with respect to any BluWave-ai Claim that arises solely from BluWave-ai’s gross negligence or willful misconduct hereunder as determined by a court of competent jurisdiction in a final non-appealable order, and (b) BluWave-ai agrees to indemnify, hold harmless and defend Customer and its respective officers, directors, partners, shareholders, employees, agents, sub-contractors, representatives, successors and assigns (collectively, the “Customer Indemnified Persons”), for any and all Losses and Legal Costs, which any Customer Indemnified Persons may suffer in connection with or in any way relating to: (i) any breach or violation of any term, condition, obligation, duty, representation, warranty or covenant of BluWave-ai set forth herein and (ii) BluWave-ai’s infringement of the intellectual property rights of a third party (each a “Customer Claim”), provided however that Customer shall not be entitled to indemnification hereunder with respect to any Customer Claim that arises solely from Customer’s gross negligence or willful misconduct hereunder as determined by a court of competent jurisdiction in a final non-appealable order or if any Customer Claims arises out of or result from (1) Customer’s use of the Deliverables in a manner inconsistent with the terms of this Agreement, (2) BluWave-ai’s inclusion in the Deliverables of materials provided by Customer or Customer’s representatives, or (3) BluWave-ai’s compliance with Customer’s instructions. If any third party notifies any party hereunder (the “Indemnified Party”) with respect to any BluWave-ai Claim or Customer Claim, as the case may be (each, a “Third-Party Claim”) that gives rise to a claim for indemnification hereunder (the “Indemnifying Party”), then the Indemnified Party shall promptly notify the Indemnifying Party in writing and the Indemnifying Party has the right to assume the defense of such claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within thirty (30) days after the Indemnified Party has given notice of such claim. The Indemnifying Party must actively and diligently conduct the defense of the Third-Party Claim. The Indemnified Party may retain separate co-counsel at its sole cost and participate in the defense of the Third-Party Claim. If the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with the provisions hereof, the Indemnifying Party will not consent to the entry of any judgment or any settlement without the consent of the Indemnified Party, not to be unreasonably withheld. If the Indemnifying Party does not assume and conduct the defense, the Indemnified Party may defend the claim in any manner it deems appropriate and the Indemnifying Party will be responsible for any Losses and Legal Costs of the Indemnified Party hereunder.

9. No Third Party Reliance: Nothing contained in this Agreement shall be construed, or is intended to give any rights or benefits to any person or entity, other than to the Customer, BluWave-ai, the BluWave-ai Indemnified Persons and the Customer Indemnified Persons. All duties and responsibilities set forth and/or undertaken pursuant to this Agreement are for the sole and exclusive benefit of the Customer, BluWave-ai, the BluWave-ai Indemnified Persons and the Customer Indemnified Persons and for no other person or entity.

10. Disclaimer of Implied Warranties: Unless expressly stated in this Agreement, BluWave-ai makes no representations or warranties, written or oral or express or implied, BluWave-ai specifically disclaims all implied warranties, including but not limited to any implied warranties of fitness for a particular purpose, workmanlike quality or merchantability. Except as otherwise provided in this Agreement, any written materials created or provided by BluWave-ai shall be for informational purposes only and, whether delivered or disseminated before or after the date of this Agreement, shall not create any express or implied warranties, guaranty of performance, or contractual obligations.

11. Force Majeure: In the event of any delay, non-performance or incomplete performance of any BluWave-ai obligations pursuant to this Agreement as a result of any acts of god, civil commotion, riots, war, fires, floods, government intervention or other unforeseeable causes beyond BluWave-ai’s control or reasonable contemplation (labor strikes, lock out and other labor disputes), BluWave-ai may, subject to Customer’s approval, which shall not be unreasonably withheld, postpone delivery or performance for a period not exceeding ninety (90) days without being liable to Customer, after which period Customer may either (i) grant BluWave-ai a further extension of time; or (ii) cancel the applicable engagement (or the balance thereof), and in the latter event Customer shall be entitled to a full refund, less payment for any partially completed work and direct project expenses actually incurred, at no interest or other compensation and neither party shall have any claim against the other as a result thereof; provided, however, that if the nature of services to be provided to Customer by BluWave-ai in connection with the applicable engagement is such that more than ninety (90) days are required to perform the services, then BluWave-ai shall be granted by Customer an extension of time necessary to perform.

12. Remedies upon Breach: In the event of any breach of this Agreement, all remedies at law and equity shall be available to redress the breach except as may be expressly limited herein. Specifically, and without limitation of any other rights, injunctive relief is available to BluWave-ai for any actual or threatened breach of the Confidentiality Policy or the Acknowledgement of Ownership Rights and Disclosure of Deliverables provisions set forth herein.

13. Assignment: Neither party may assign its rights under this Agreement or delegate its duties to other parties without the specific written consent of the other party, which consent shall not be unreasonably withheld; provided, however, BluWave-ai may assign or transfer this Agreement, including any of its rights or duties hereunder, in connection with a sale, merger, or transfer of all or substantially all of the assets of BluWave-ai, a business unit or division of BluWave-ai, or a bankruptcy, liquidation or receivership of BluWave-ai’s business. Any other attempt to assign this Agreement is void.

14. Notices: Any notices or other communications required or permitted hereunder will be deemed to have been properly given and delivered (in each case subject to the applicable time period and other provisos set forth below) if in writing by such party or its legal representative and delivered personally or sent by facsimile, e-mail, overnight courier service recognized in Canada and guaranteeing overnight delivery addressed as set forth in the Master Customer Agreement. Such notices or other communications will be deemed given (i) on the date delivered, if delivered personally, (ii) one business day after being sent by an overnight courier recognized in the United States and guaranteeing overnight delivery, and (iii) on the date sent, if sent by facsimile or e-mail, provided that a copy of such notice is also sent on the same date by overnight courier recognized in Canada and guaranteeing overnight delivery. Each party may specify a different address by delivering notice as aforesaid to the other party. The parties expressly agree that any notices, acceptances and other communications may take place by fax or email and shall be effective hereunder.

15. Choice of Law: This Agreement is made in and shall be interpreted and governed in all respects in accordance with the laws of the Province of Ontario, Canada without giving effect to any choice of law or conflict of law rules or provisions.

16. Construction; Waiver: This Agreement sets forth the entire agreement of the parties, and supersedes all prior agreements, whether written or oral, and may not be amended except by a writing signed by the parties stating with particularity the amendment effected thereby. The parties agree that they have had the opportunity to read this Agreement and obtain the advice of legal counsel, and further agree that the provisions set forth herein are fair and reasonable. The headings in this Agreement are for convenience only and do not constitute terms of this Agreement. The recitals form an integral part of this Agreement and are hereby incorporated herein. Neither this Agreement nor any of the covenants, terms or conditions of this Agreement, shall in any manner be altered, waived, modified, changed or abandoned, except by a written instrument, duly signed, acknowledged and delivered by the party against which such modification is being asserted. Notwithstanding any rules of construction to the contrary, no terms, provisions or conditions of this Agreement shall be construed against any party hereto by virtue of the drafting or preparing of this instrument by such party or its attorney. Any ambiguity or uncertainty existing herein shall not be interpreted or construed against any party hereto. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed to be restated to the minimal extent necessary for it to be valid and enforceable, and the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. Further, the parties shall negotiate in good faith an enforceable substitute provision for any unenforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision. Neither party shall be deemed to have waived any of its rights hereunder unless such waiver be in writing and set forth with particularity the provision hereof, enforcement of which is being waived; no such waiver shall be deemed a continuing waiver of the provision referred to in such notice or a waiver of that party’s right to enforcement of any other provision of this Agreement.

17. Data Security and Privacy. BluWave-ai acknowledges and agrees that it shall be responsible for establishing and maintaining an information security program that is designed to: (i) ensure the security and confidentiality of Customer Data, including, without limitation, implementing and maintaining backup, security and business continuity measures and other technical and organizational measures and using industry standard cloud service providers; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Data; (iii) protect against unauthorized access, accidental, or unlawful alteration, loss or destruction of or use of Customer Data; and (iv) ensure the proper disposal of Customer Data.

BluWave-ai handles personal information in accordance with the data practices set out in the BluWave-ai Privacy Policy located at https://www.bluwave-ai.com/privacy-policy.

18. Intellectual Property and Confidentiality

18.1. Title. BluWave-ai owns and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights, together “Intellectual Property Rights”), in and to BluWave-ai’s trademarks and branding, materials and the BluWave-ai Service, including any and all modifications, upgrades, updates, derivatives, improvements and enhancements to the same. Customer acknowledges and agrees that it has no right, license or authorization with respect to any of the technology underlying the BluWave-ai Service (including any Intellectual Property Rights therein) except as expressly set forth in this Agreement. All other rights in and to the BluWave-ai Service and BluWave-ai are expressly reserved by BluWave-ai and its licensors.

18.2. Feedback. BluWave-ai may freely use any suggestions, feedback or ideas Customer may provide. By providing any feedback to BluWave-ai, Customer grants BluWave-ai a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty free, license to use the feedback that Customer provides. BluWave-ai may put Customer’s provided feedback in various uses that may include but not limited to modifying and improving the BluWave-ai Service, BluWave-ai’s other current and future services/products, services advertising or marketing materials.

18.3. Customer Data. Customer shall exclusively own all Customer Data. Customer hereby grants BluWave-ai a non-exclusive, non-transferable, sublicensable, royalty-free, worldwide right to handle Customer Data to: (i) provide Customer any Services or Deliverables set out in this Agreement; (ii) generate Aggregate Data (as defined in Section 17.4 below); (iii) sublicense the right referred to in subsection (i) to any Subcontractor solely to the extent necessary to enable such Subcontractor to fulfill its obligations to BluWave-ai.

18.4. Aggregate Data. In using the BluWave-ai Service, Customer hereby grants BluWave-ai full rights, but not the obligation, to aggregate and anonymize Customer Data and information collected so that it does not identify Customer as a user, identify specific Customer service usage, or contain any other confidential Customer information (“Anonymous Data”). Customer agrees that BluWave-ai: (i) has full ownership over Anonymous Data regardless of any Intellectual Property Rights in Customer Data; (ii) has full license to create derivative works and extract information from Anonymous Data; (iii) has full license to combine Anonymous Data (hereafter “Aggregate Data”); (iv) has the right to use the Aggregate Data on an Aggregate Basis only in the furtherance of BluWave-ai’s business; and (v) may disclose, sell and publish Aggregate Data on an Aggregate Basis to any party through any means.

18.4.1. Derived Data. Derivative works created by BluWave-ai include Derived Data from customer data that has been processed, anonymized, aggregated, encoded, transformed or otherwise manipulated by BluWave-ai. Derived data does not identify the Customer and cannot with reasonable means be attributed or traced back to Customer Data by third parties. BluWave-ai retains full ownership and rights over Derived Data.

18.5. Confidentiality. Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information of the other Party. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party's Confidential Information. Confidential Information shall not include information which (i) becomes a part of the public domain through no act or omission of recipient; (ii) was in recipient’s lawful possession prior to the disclosure by discloser and had not been subject to limitations on disclosure or use, as shown by recipient’s files existing at the time of disclosure; (iii) is independently developed by recipient’s employees or independent contractors who have not had access to the Confidential Information; or (iv) is lawfully disclosed hereafter to recipient, without restriction, by a third party who did not acquire the information directly or indirectly from discloser. Customer and BluWave-ai agree that the Confidential Information provided by BluWave-ai shall be used by Customer solely to receive Services set forth in this Agreement and for no other purpose. Notwithstanding the foregoing, the recipient may disclose Confidential Information of the discloser to the extent it is required by a valid order of a court or other governmental body having jurisdiction, provided that the recipient provides the discloser with reasonable prior written notice and makes a reasonable effort to obtain, or to assist the discloser in obtaining, a protective order.

19. Arbitration: We appreciate the opportunity to serve you and look forward to a harmonious relationship. In the event you become dissatisfied for any reason with any aspect of our relationship, we would sincerely appreciate your bringing this to our attention immediately and we will do likewise if we perceive a problem with our relationship with you. It is our belief that such problems can usually be resolved by good faith discussions between us. To that end, the dissatisfied party must give written notice of the issue to the other party which notice shall include a statement of that party’s position and a summary of arguments supporting that position and you and we will attempt in good faith to resolve the issue by negotiations between authorized representatives with authority to settle such issues within thirty (30) calendar days of such issue notice. In the unlikely event that we cannot resolve such problems ourselves, we believe that such disputes can be resolved more expeditiously and with less expense to all concerned by binding arbitration than by court action. By signing this Agreement, you agree that, to the extent permitted by law, any dispute arising out of or relating to this Agreement, our relationship, any billing statements forwarded to you or our services, including, but not limited to, fraud, breach of contract or other claim against BluWave-ai for any alleged inadequacy of such services or the relationship of the parties hereunder (collectively, any “Dispute”), shall be resolved by submission to confidential, binding arbitration in Ottawa, Canada, in accordance with the rules of Commercial Arbitration Rules of the Canadian Arbitration Association in effect at the time of the initial demand for arbitration and judgment on the award rendered may be entered in any court having jurisdiction thereof. If Customer agrees to arbitration, Customer will also be agreeing to waive any right to a jury or court trial. If Customer does not wish to agree to arbitration of any Disputes, please draw a line through and initial this paragraph and the provisions of Section 19 below shall be applicable to any Dispute. Notwithstanding the foregoing, the request by either party for preliminary or permanent injunctive relief, whether prohibitive or mandatory, and other equitable remedies, including specific performance, shall not be subject to arbitration and may be adjudicated only by the courts of Ontario.

20. Dispute Resolution: If Customer has not agreed to the arbitration provisions of Section 18 above, then the provisions of this Section 19 shall apply to any Dispute. Each party irrevocably and unconditionally submits, to the exclusive jurisdiction of the courts of Ontario, Canada, for purposes of determining all disputes and irrevocably and unconditionally waive any all objections to venue or inconvenient forum in those courts, with enforcement of any judgment or order in any relevant jurisdiction. If either party institutes a suit against the other party to enforce or declare any of its rights under this Agreement pursuant to this Section 19 or with respect to the last sentence of Section 18 above, the prevailing party in such action shall be entitled to recover from the other party all Legal Costs thereof. As used herein, the term “prevailing party” means that party whose position is substantially upheld in a final judgment rendered in any litigation, or, if the final judgment is appealed, that party whose position is substantially upheld by the decision of the final appellate body that considers the appeal.

21. JURY WAIVER: EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTES ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES HEREUNDER.