These Terms and Conditions (“Terms”), is incorporated into the Order Form referencing these Terms (these Terms and the Order, together, the “Agreement”) and is entered into by and between ServiceCore Inc. (“ServiceCore”) and the customer identified on the Order Form (“Customer”).

1. Services.

1.1. ServiceCore shall provide to Customer the services described in the Order Form (“Services”) in accordance with the terms and subject to the conditions set forth in this Agreement. With respect to any of Customer’s responsibilities set forth in the Order Form, ServiceCore’s obligations related thereto will be subject to the complete and timely performance by Customer of Customer’s responsibilities. Any delays or additional costs incurred by ServiceCore as a result of Customer’s failure to provide timely and properly the co-operation described in this Agreement (“Lost Time”) shall be the responsibility of Customer and payment for all Lost Time shall be made to ServiceCore at ServiceCore’s then-current rates. Any payments for Lost Time will be in addition to any fees for Services. For purposes of this Agreement, “Lost Time” will include without limitation: (i) any time ServiceCore stands idle as a result of any failure of Customer to perform Customer’s responsibilities as set forth in Order Form, and (ii) any time and materials expended by ServiceCore in an attempt to correct discrepancies in Services that are demonstrated by ServiceCore to the reasonable satisfaction of the Customer to have been the result of an error or discrepancy in materials, technology or information provided by Customer rather than errors of ServiceCore.

1.2. Failure of Assumptions. In the event that the assumptions contained in Order Form fail, such that ServiceCore can meet the related milestones or provide the related deliverables, if at all, only through the expenditure of resources in excess of those contemplated by the parties, the parties shall in good faith execute a change order. Such change order will extend such milestones and/or require Customer to pay such additional amounts as necessary to compensate for the failure of the parties’ assumptions. In the event that the parties are unable to reach agreement on such change order, ServiceCore may, in its discretion, terminate this Agreement. In the event of such termination, Customer shall pay ServiceCore the fees for any Services performed before the effective date of termination, on a time and materials basis, such fees not to exceed the amount associated with the next uncompleted milestone, plus any reasonable costs incurred before the effective date of termination.

2. Customer Obligations. Customer shall provide all assistance, technical information and decisions to the ServiceCore, as reasonably required by ServiceCore in sufficient time to facilitate the execution of Services in accordance with any estimated delivery dates or milestones. Customer agrees to work closely with ServiceCore to provide regular information and feedback so ServiceCore can effectively perform Services. Customer will have sole responsibility for and will ensure the accuracy, completeness, and correctness of all information provided to ServiceCore, including login information and passwords to access social media, analytics, hosting, domains, and other third-party accounts necessary for ServiceCore to perform Services. Customer represents and warrants that there are no agreements or arrangements, written or oral, by which Customer is bound that would be breached upon execution or performance of this Agreement by either party, that would restrict, interfere or conflict with the either party’s obligations under this Agreement or that would diminish either party’s rights granted under this Agreement. Customer shall comply with all the terms, conditions, obligations, and restrictions in this Agreement. Customer shall at all times conduct its activities under this Agreement in full compliance with all applicable laws, rules and regulations, including those with respect to marketing, social media, advertising, privacy, data, (“Applicable Law”) and any terms of use and other terms, guidelines, and policies (including advertising policies) on all media channels and other social media or internet platforms used in performing under this Agreement, including those in connection with Third-Party Products and Services (as defined below).

3. Third-Party Services. In the course of the performance of Services, ServiceCore or Customer may access, use, or otherwise interact with content, products and services from third parties (“Third-Party Products and Services”) including any third-party website hosting services. ServiceCore is not responsible for any Third-Party Products and Services or for liability related to or arising from the use of any Third-Party Products and Services, including the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party Products and Services or the performance, functionality, or availability thereof or any results from the use thereof. ALL THIRD- PARTY PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND SERVICECORE HEREBY DISCLAIMs ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIRD-PARTY PRODUCTS AND SERVICES. All fees for Third-Party Products and Services will be passed through to Customer as set forth in the Order Form. ServiceCore will use commercially reasonable efforts to pass through the benefit of any warranties or indemnities under agreements for Third-Party Products and Services.

4. Fees and Expenses. For the Services to be performed hereunder, Customer shall pay to ServiceCore the Fees set forth on the cover page of this Agreement, in accordance with the payment terms set forth therein.

5. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials (“Service Materials”) that are delivered to Customer under this Agreement and prepared by or on behalf of ServiceCore in the course of performing the Services (collectively, the “Deliverables”) shall be licensed to Customer in accordance with this Section. Deliverables may incorporate ServiceCore Materials and Third-Party Products and Services. “ServiceCore Materials” means: (1) any Confidential Information of ServiceCore; (2) pre-existing Service Materials; (3) Service Materials created, prepared, or developed by or on behalf of ServiceCore outside of performing the Services; (4) any improvements, updates, upgrades, or other modifications to any of the foregoing. Subject to Customer’s timely payment of all Fees, ServiceCore grants Customer a license under all of ServiceCore’s Intellectual Property Rights to access and use the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, royalty-free basis during the Term, solely to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. Customer shall not use Deliverables (including the ServiceCore Materials and Third-Party Products and Services incorporated therein), for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Deliverables in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Deliverables; (iii) with respect to software, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Deliverables, in whole or in part; (iv) remove any proprietary notices from the Deliverables; or (v) use the Deliverables in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any individual or entity, or that violates any Applicable Law. Subject to Customer’s timely payment of all Fees, ServiceCore will pass through any Intellectual Property Rights to use Third-Party Products and Services, subject to any conditions and restrictions imposed by the applicable third-party owner of such Third-Party Products and Services. All goodwill arising from use of any Deliverables licensed hereunder shall inure to the exclusive benefit of ServiceCore. All rights not expressly granted by ServiceCore are reserved. No implied licenses are granted by the terms of this Agreement and no license rights with respect to any Deliverables or any ServiceCore Intellectual Property Rights shall be created by implication or estoppel.

6. Customer Content. Customer expressly grants, and Customer represents and warrants that Customer has all rights necessary to grant, to ServiceCore a royalty-free, non-exclusive, worldwide license to use, distribute, modify, reproduce, publicly display, publicly perform and create derivative works of all information, data, materials, and content Customer provides to ServiceCore (collectively, “Customer Content”), including Customer’s trade names, trademarks, service marks, logos, or other indicia or designations (“Marks”) for purposes of performing the Services. Customer is solely responsible for any Customer Content that it submits to ServiceCore. Customer represents and warrants that: (i) Customer owns the Customer Content or otherwise has the right to grant the rights and licenses set forth in this Agreement; (ii) the use of Customer Content in connection with the Services does not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other Intellectual Property Rights; and (iii) the use of Customer Content in connection with the Services does and will comply with Applicable Law.

7. Confidentiality. From time to time during the Term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 30 days thereafter, is summarized in writing and confirmed as confidential or that should be reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by Applicable Law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 4 only, “Receiving Party’s Group” shall mean the Receiving Party’s employees, officers, directors, attorneys, accountants, and financial advisors. Notwithstanding any of the foregoing, ServiceCore may refer to Customer on ServiceCore’s websites, case studies, and in ServiceCore’s advertising, marketing, and promotional materials to the relationship between Customer and ServiceCore.

8. Term. The term of this Agreement is set forth on the cover page, unless sooner terminated pursuant to Section 9 (the “Term”).

9. Termination. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this section, ServiceCore may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder in accordance with the payment terms set forth on the cover page.

10. Additional Warranties. Customer represents and warrants to ServiceCore that (a) Customer is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Applicable Law of its jurisdiction of incorporation, organization, or chartering, (b) Customer has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, (c) the execution of this Agreement by Customer’s representative whose signature hereto has been duly authorized by all necessary organizational action of Customer, and (d) when executed and delivered by Customer, this Agreement will constitute the legal, valid, and binding obligation of Customer, enforceable against Customer in accordance with its terms.

11. Indemnification.

11.1. By ServiceCore. ServiceCore shall at ServiceCore’s expense indemnify, defend, and hold Customer harmless against any claim, suit, or proceeding brought by a third party (“Claim”), and any resulting liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), to the extent arising from allegations that Customer’s use of the Services or any Deliverables in accordance with this Agreement infringes any valid U.S. Intellectual Property Right of a third party. In the event that the Services, Deliverables, or any part thereof becomes – or, in ServiceCore’s sole opinion, is likely to become the subject of an infringement-related Claim: (a) ServiceCore may at its option and expense procure for Customer the right to continue using the Services or Deliverables, or modify the Services or Deliverables to make it non infringing; or (b) if Section 11.1(a) is not commercially reasonable, then ServiceCore may terminate this Agreement and all Order Forms with notice to Customer, and ServiceCore will provide Customer with a refund of any pre-paid fees for the unexpired portion of the remaining term. ServiceCore shall have no liability for any Claim or demand arising from: (i) an allegation that does not state with specificity that the Services or Deliverables are the basis of the Claims; (ii) the use or combination of the Services or Deliverables or any part thereof with software, hardware, or other materials not developed by ServiceCore, if the Services or Deliverables or use thereof would not infringe without such combination; (iii) modification of the Services or Deliverables by a party other than ServiceCore, if the use of unmodified Services or Deliverables would not constitute infringement; (iv) a breach by Customer of any obligation under this Agreement, or a use of the Services or Deliverables by Customer in a manner outside the scope of any right granted herein or not in accordance with this Agreement, if the claim would not have arisen but for such breach or unauthorized use; (v) any Customer Content or other Customer property; or (vi) an allegation made against Customer prior to the execution of this Agreement or any allegation based upon any action by Customer prior to the execution of this Agreement. The foregoing states ServiceCore’s entire liability and Customer’s exclusive remedy for Intellectual Property Rights infringement.

11.2. By Customer. Customer shall indemnify, defend, and hold harmless ServiceCore and its affiliates, officers, directors, employees, agents, successors, and assigns from and against all Claims, and all resulting Losses, arising out of or in connection with any allegations of: (a) breach by Customer of any representation, warranty, covenant, or obligation under this Agreement; (b) infringement, dilution, or other violation of any Intellectual Property Right or other personal or proprietary rights of any individual or entity resulting from the use of Customer Content by ServiceCore, including the Marks; (c) failure by Customer or its personnel to comply with Applicable Law; or (d) acts or omissions of Customer or its personnel.

11.3. Procedures. The foregoing obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of each Claim; (b) reasonably cooperating and assisting in the defense of each Claim at the indemnifying party’s expense; and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party; provided, that the indemnifying party may not settle any claim that imposes any duty on or diminishes any right of the indemnified party without the indemnified party’s prior written consent.

12. Independent Contractor. The details of the method and manner for performance of the Services by ServiceCore shall be under its own control, Customer being interested only in the results thereof. ServiceCore shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. ServiceCore is for all purposes hereunder an independent contractor and in no event will ServiceCore be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose.

13. Limited Warranty. ServiceCore warrants that it shall perform the Services in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. SERVICECORE (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICECORE MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE SERVICES, DELIVERABLES, SERVICECORE MATERIALS, OR ANY OTHER PRODUCTS, SERVICES, CONTENT, MATERIALS, INFORMATION, OR OTHER OFFERINGS PROVIDED OR MADE ACCESSIBLE TO YOU (“SERVICE OFFERINGS”) UNDER THIS AGREEMENT WILL BE UNINTERRUPTED, AVAILABLE, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT ANY SERVICE OFFERINGS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SERVICECORE DOES NOT MAKE ANY WARRANTY, GUARANTEE, OR REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OR OUTCOMES OF THE USE OF, THE SERVICE OFFERINGS AND CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF SERVICE OFFERINGS, AND ITS RELIANCE THEREON. ServiceCore’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of the limited warranty set out in this Section shall be reperformance of the affected services. ServiceCoreIf ServiceCore cannot reperform the Services in compliance with the warranty set forth above within a reasonable time (but no more than 30 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination to ServiceCore. ServiceCore shall within 30 days after the effective date of such termination, refund to Customer a portion of the fees previously paid by Customer as of the date of termination corresponding to the defective Services.

14. Limitation of Liability.

14.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY’S AGGREGATE TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SERVICECORE UNDER THE ORDER FORM UNDER WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT, AND SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

14.2. Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY (A) LOSS OF ACTUAL OR ANTICIPATED PROFITS, (B) LOSS OF BUSINESS, (C) LOSS OF, DAMAGE TO, OR CORRUPTION OF, DATA, (D) LOSS OF USE, (E) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, (F) ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, REGARDLESS WHETHER (I) ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, (II)THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (III) SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES.

14.3. Exclusions. The foregoing limitations shall not apply to: (i) amounts payable by Customer to ServiceCore under the Order Form; (ii) liability arising from the indemnification obligations in Section 11; (iii) violation or misappropriation of a party’s Intellectual Property Rights or other rights; (iv) damages arising from a breach by Customer of Section 5 or Section 7; or (v) damages arising from a party’s gross negligence or willful misconduct.

15. General. Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request and sole expense of the other party, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary or to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses set forth above (or to such other address that the receiving party may designate from time to time in accordance with this Section). This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with, the laws of Colorado, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in [Denver, Colorado]. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; (C) WAIVES ANY RIGHT TO TRIAL BY JURY; AND (D) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY [COLORADO] LAW. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties may not amend this Agreement except by written instrument signed by the parties. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that, the parties intend that the remedy set out in Section 13 (Limited Warranty) is Customer’s exclusive remedy for ServiceCore’s breach of the limited warranty set out in Section 13. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. ServiceCore, however, may subcontract the Services. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement. Section 3, 4, 5, 6, 10, 11, 12, 13, 14, 15, and 16 of this Agreement will survive such expiration or termination of this Agreement. This Agreement may be executed in counterparts.

16. 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 herein: (x) to Sections and Attachments refer to the Sections of and Attachments attached to this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

17. Force Majeure. ServiceCore shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of ServiceCore including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, public health events, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.