FUSE INVENTORY, INC.
SERVICE AGREEMENT

This Fuse Service Agreement (“Agreement”) is a legally binding agreement between Fuse Inventory, Inc., a Delaware corporation (“Fuse”) and the legal entity you represent (“you” or “Customer”). If you use or are engaging in activities under this Agreement for a business or corporate entity (“Company”), whether as an employee or contractor, the term “you” or “Customer” includes, and the terms and conditions of this Agreement are binding on, both you as an individual as well as the Company. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY, AND THAT THE COMPANY HAS AUTHORIZED YOU TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON ITS BEHALF.

Fuse is willing to provide Customer with access to use Fuse’s services provided by the Fuse inventory management platform, which is made available by Fuse on a “SaaS” basis (“Service”) on the condition that Customer accept, agree, and comply with all of the terms and conditions in this Agreement. BY CLICKING THAT YOU ACCEPT THIS AGREEMENT, ENTERING INTO A PURCHASE ORDER WITH FUSE, OR BY OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MUST NOT ACCESS, AND MUST ENSURE THAT YOUR EMPLOYEES AND CONTRACTORS WILL NOT ACCESS, THE SERVICE. 

1.    ELIGIBILITY AND ACCOUNTS
1.1     Eligibility. You must be at least 18 years of age to use the Service. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization.
1.2     Accounts and Registration. To access the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at fuse@fuseinventory.com.
1.3     Named Users. The Service allows you to set up user accounts for your designated employees to use the Service (“User Accounts”). You may allow only the employees with designated User Accounts to access the Service. Unless otherwise agreed in writing by Fuse, you may create up to 5 User Accounts for each subscription purchased. You acknowledge that the Service may include functionality to track the number of active User Accounts and to disallow use by more than the authorized number of Users Accounts. 
2.    GRANTS AND RESTRICTIONS
2.1    Access to the Service. Subject to the terms and conditions of this Agreement, Fuse hereby grants to Customer a limited, non-exclusive, non-sublicenseable, nontransferable, revocable right during the term of this Agreement to access and use the Service.
2.2    Restrictions. The rights granted to Customer in this Agreement do not include any right to, and Customer will not: (a) allow users other than the designated holders of authorized User Accounts to access the Service: (b) modify, translate, or create a derivative work of any portion of the Service; (c) sell, lease, loan, provide, distribute, or otherwise transfer any portion of the Service to any third party; (d) reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the Fuse inventory management platform, except to the extent the foregoing restriction is prohibited under applicable law; (e) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the Service; (f) disable or circumvent any license key or other security features of the Service; or (g) cause or permit any third party to do any of the foregoing.
2.3    Feedback. If Customer provides any feedback to Fuse concerning the functionality and performance of any portion of the Service (including identifying potential errors and improvements), then you hereby grant Fuse an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the feedback in any manner and for any purpose, including to improve the Service and create other products and services.
2.4    Publicity. Customer will allow Customer’s name and logo to be posted on Fuse’s web site and in marketing and advertising materials, subject to compliance with Customer’s brand guidelines or other specifications regarding logo usage provided by Customer to Fuse.
2.5    Reservation of Rights. The Service and any documentation or information provided or made available by Fuse to Customer under this Agreement (“Documentation”) are licensed, not sold, by Fuse to Customer, and nothing in this Agreement will be interpreted or construed as a sale or purchase of the Service or Documentation. Customer will not have any rights in or to the Service or Documentation except as expressly granted in this Agreement. Fuse reserves to itself all rights to the Service and Documentation not expressly granted to Customer in accordance with this Agreement. Customer acknowledges that the Service and Documentation, and any know-how and trade secrets related to the Service or Documentation are the sole and exclusive property of Fuse and contain Fuse’s confidential and proprietary materials. 
3.    CUSTOMER DATA. 
3.1    License to Customer Data. Certain features of the Service permit Customer to upload content, including folders, data, text, and other types of works (collectively, “Customer Data”) in connection with using the Service. Customer retains all proprietary rights that Customer may hold in the Customer Data. Customer grants Fuse a limited, worldwide, perpetual, non-exclusive, royalty-free right and license to: (a) host, store, and otherwise use the Customer Data in connection with providing the Service; and (b) use and disclose, in an aggregated format only, any and all data derived or collected from Customer’s use of the Services, including for the purposes of operating, managing, maintaining and improving Fuse’s products and services, and for developing and distributing benchmarks and similar reports and databases, provided that the aggregated data is not identified or identifiable as originating with or associated with Customer.
3.2    Quality of Customer Data. In order for the Service to operate optimally, the Customer Data must comply with any guidelines provided by Fuse to Customer from time to time regarding the format, form, and quality the Customer Data must have (“Guidelines”). Customer will deliver the Customer Data to Fuse at a time and by means mutually agreed by the parties, after which Fuse will inspect the Customer Data to determine whether it complies with the Guidelines. If Fuse determines that the Customer Data does not  comply with the Guidelines, Fuse will provide notice to Customer, setting forth the nonconformities (“Rejection Notice”), and either (i) provide instructions to Customer as to the processing required for the Customer Data to comply with such Guidelines, or (ii) at the election of Customer, process the Customer Data to comply with the Guidelines upon payment by Customer of a data processing fee, the amount of which will be mutually agreed by the parties (“Data Processing Fee”), to be paid by Customer within 5 days of the parties agreeing to the Data Processing Fee amount. In the event Customer does not wish to process the Customer Data itself or to request Fuse to process the Customer Data, either party may terminate the Agreement immediately with notice.
(a)    Processing of Customer Data by Customer. After Customer receives a Rejection Notice, and in the event Customer elects to process the Customer Data, the parties will discuss in good faith and agree upon the timing schedule by which Customer will process the Customer Data such that it complies with the Guidelines and re-submit to Fuse for inspection. The Customer Data will be deemed to comply with the Guidelines when Fuse delivers a notice of acceptance to Customer. In the event that Fuse provides another Rejection Notice, Fuse may (i) provide instructions to Customer as to the processing required for the Customer Data to comply with the Guidelines, (ii) at the election of Customer, process the Customer Data to comply with the Guidelines upon payment by Customer of the Data Processing Fee, to be paid by Customer within 5 days of Customer notifying Fuse of such election, or (iii) terminate the Agreement immediately with notice. If the initial or any subsequent processing of Customer Data by Customer continues for more than six weeks, Fuse may elect to terminate the Agreement and any Purchase Orders immediately with notice. 
(b)    Processing of Customer Data by Fuse. In the event that Customer elects for Fuse to process the Customer Data, Fuse will complete such processing within a time period mutually agreed by the parties. 

4.    FEES AND PAYMENT
4.1  Fees and Payment Terms. You are required to pay fees to access the Service, which amounts and payment terms will be set forth in any applicable purchase order referencing this Agreement (“Purchase Order”). Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. You authorize Fuse to charge all sums as described in this Agreement and any applicable Purchase Orders, at the current rates set forth in the applicable Purchase Orders, for the Service you select, to that payment method. If you pay any fees with a credit card, Fuse may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. The Service may include functionality for activating, updating or canceling recurring payments for periodic charges. If you activate or update recurring payments through the Service, you authorize Fuse to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. If you use the Service to update or cancel any existing authorized one-time or recurring payment, it may take up to 10 business days for the update or cancellation to take effect.
4.2    Taxes. Other than federal and state net income taxes imposed on Fuse by the United States, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from this Agreement. Customer will pay any additional Taxes as are necessary to ensure that the net amounts received by Fuse after all such Taxes are paid are equal to the amounts that Fuse would have been entitled to in accordance with this Agreement as if the Taxes did not exist.
5.    TERM AND TERMINATION
5.1    Term. The term of this Agreement will commence on the date on which Customer signals its acceptance of the terms and conditions in this Agreement and continues in effect until the earlier of: (a) the date on which the term specified in the applicable Purchase Order expires; or (b) the date the Agreement is otherwise terminated in accordance with the provisions of this Agreement.
5.2    Termination. Either party may terminate this Agreement if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the breach from the non-breaching party. Upon termination, Customer's licenses under this Agreement will end and Customer must cease all use of the Service and will return or destroy all portions of the Service and Documentation in its possession or under its control. If either party terminates other than for breach, Fuse will maintain Customer Data for Customer for 90 days, after which Fuse may destroy any Customer Data in its possession. If Fuse terminates for breach, Fuse may immediately destroy any Customer Data, and will have no obligation to store any Customer Data on behalf of Customer.
5.3    Survival. Sections 2.2, 2.3, 2.5, 3.1, 5.2, 5.3, and 6 through 10, will survive any termination of this Agreement. 
6.    CONFIDENTIALITY
6.1    Confidential Information.  “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of a party’s business, the terms of this Agreement, or other business information disclosed by a party to the other party either directly or indirectly in writing, or disclosed orally and reduced in a writing summarizing the information disclosed, and provided to the receiving party within 30 days of disclosure.  For the avoidance of doubt, all Customer Data is the Confidential Information of Customer and the Service and Documentation are the Confidential Information of Fuse.
6.2    Exceptions.  Confidential Information does not include information that (a) is known to the recipient (including recipient personnel) without conflicting obligations, at the time of disclosure to the receiving party as demonstrated by reasonable evidence, (b) has become publicly known and made generally available through no wrongful act of the receiving party, (c) has been rightfully received by the receiving party without conflicting obligations, from a third party who, to the knowledge of the receiving party, is authorized to make such disclosure, or (d) is independently developed by the receiving party without reference to the Confidential Information as demonstrated by reasonable evidence. If the receiving party is required by law to disclose any Confidential Information, the receiving party will provide the disclosing party with prompt written notice as soon as possible prior to the disclosure, and will use its best efforts to assist the disclosing party in seeking a protective order or another appropriate remedy if available.  Any Confidential Information disclosed pursuant to the previous sentence will maintain its confidentiality protection for all purposes.
6.3    Nonuse and Nondisclosure.  The receiving party will not, during or subsequent to the term of this Agreement, (a) use the Confidential Information for any purpose whatsoever other than as required to perform its obligations under this Agreement, or (b) disclose the Confidential Information to any third party other than an affiliate, unless approved by the disclosing party in writing.
7.    REPRESENTATIONS AND DISCLAIMERS OF WARRANTY
7.1    General Representations. Customer represents and warrants that: (a) Customer will comply with all applicable laws, rules, and regulations in connection with its use of the Service; and (b) Customer has all rights and licenses necessary for Customer to grant the rights to Fuse contained in this Agreement.
7.2    DISCLAIMERS. THE SERVICE AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE OR LICENSED BY FUSE UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. FUSE DISCLAIMS ALL WARRANTIES, DUTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE SERVICE AND RELATED INTELLECTUAL PROPERTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. FUSE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING FUSE OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8.    LIMITATION OF LIABILITY. NEITHER FUSE NOR ITS SUPPLIERS WILL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF FUSE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIMITATIONS SET FORTH IN THIS AGREEMENT WILL APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN NO EVENT WILL FUSE’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO FUSE IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
9.    INDEMNITY
9.1    By Customer. Customer will indemnify, defend and hold Fuse and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of: (a) Customer’s use or misuse of any portion of the Service; (b) Customer’s violation of this Agreement; (c) or Customer’s violation of any applicable law, rule, or regulation, or any dispute between Customer and any other company.
9.2    By Fuse. Fuse will indemnify, defend and hold Customer and its affiliates, officers, and directors harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, to the extent arising out of an allegation that the Service infringes a third party’s intellectual property rights, except if the alleged infringement relates to: (i) Customer’s misuse of the Service; or (ii) any Customer Data.
10.    MISCELLANEOUS
10.1    Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that apply to a particular feature or content on the Service. All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
10.2    No Partnership, Joint Venture or Franchise. This Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.
10.3    Modification of this Agreement. We reserve the right, at our discretion, to change this Agreement on a going-forward basis at any time. The agreement between you and Fuse will be governed by the version of this Agreement in effect on the Effective Date of your Purchase Order.
10.4    Notices. All notices in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the US mail, postage prepaid, certified or registered, return receipt requested, and addressed either to Customer or to Fuse at the addresses specified below their signatures, or to such other address as a party may designate pursuant to this notice provision.
10.5    Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York without reference to its choice of law rules that would result in the application of the laws of another jurisdiction. If a lawsuit or court proceeding is permitted under this Agreement, then you and Fuse agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for the purpose of litigating any dispute.
10.6    Assignability. Customer may not assign or otherwise transfer any of its rights, duties, or obligations under this Agreement without Fuse’s prior written consent, except to a successor entity that acquires all or substantially all of Customer’s assets or securities, whether via stock purchase, asset purchase, merger, or otherwise. Fuse may assign this Agreement freely. Any assignment in violation of this Section 10.6 is null and void. This Agreement will be binding upon and will inure to the benefit of the parties and their respective permitted successors and permitted assigns.
10.7    Entire Agreement. This Agreement, any Purchase Orders referencing this Agreement, and all documents attached thereto, constitute the final and complete expression of the agreement between these parties regarding the subject matter of this Agreement. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed. It will not be modified except by a written agreement dated subsequent to the date of the Effective Date of the applicable Purchase Order and signed on behalf of Customer and Fuse by their respective duly authorized representatives.
11.    DISPUTE RESOLUTION AND ARBITRATION
11.1    Generally. In the interest of resolving disputes between you and Fuse in the most expedient and cost effective manner, you and Fuse agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND FUSE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
11.2    Exceptions. Despite the provisions of Section 11.1, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim. 
11.3    Arbitrator. Any arbitration between you and Fuse will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Fuse.
11.4    Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Fuse's address for Notice is: Fuse Inventory, Inc., 80 North Moore Street, #36E, New York, NY 10013. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Fuse may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Fuse must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Fuse will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Fuse in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
11.5    Fees. If you commence arbitration in accordance with this Agreement, Fuse will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Fuse for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
11.6    No Class Actions. YOU AND FUSE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Fuse agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
11.7    Modifications to this Arbitration Provision. If Fuse makes any future change to this arbitration provision, other than a change to Fuse's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Fuse's address for Notice, in which case your account with Fuse will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
11.8    Enforceability. If Section 11.6 is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 10.5 will govern any action arising out of or related to this Agreement.