End User Access Agreement

ACCEPTANCE OF TERMS

Thank you for visiting the Alternative Investment Exchange, LLC (“AIX”) Platform (the “Platform”). Please read this End User Access Agreement (“EUAA”) carefully. By accessing the Platform, you acknowledge and agree to all of the terms, conditions, notices and disclaimers contained herein. For information on the privacy practices employed by AIX with respect to the collection, protection and use of information transmitted to the Platform, please review the terms of AIX’s Privacy Policy, which can be accessed by clicking here: Privacy Policy.

For purposes of this EUAA, “you” means:

  1. if you are an individual and accessing the Services (defined below) for your own benefit, you as an individual;
  2. if you are an employee of an entity accessing the Services for the benefit of such entity, such entity;
  3. if you are an individual accessing the Services as a contractor or agent of an entity or an individual for the benefit of such entity or individual, you as an individual;
  4. if you are an employee of an entity accessing the Services as a contractor or agent of an entity, such entity that employs you.

AIX may update and change this EUAA from time to time without prior notice to you. All such changes will be posted on the Platform and will apply to your use of the Platform and Services after the date of such posting. You agree that by using the Platform after changes have been made to this EUAA, you are agreeing to be bound by such changes.

You may enter into a separate agreement with AIX regarding the Platform (a “Platform Agreement”), which may supplement or supersede some of the terms of the EUAA. In the event of conflict, the Platform Agreement controls.

NOT A BROKER

By accessing the Platform, you understand, agree and acknowledge that AIX is a technology service provider, and is not a broker or dealer or other entity registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or with the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the Platform shall not be considered, among other things, a “good control location” as such term is defined under the Exchange Act. By accessing the Platform, you also understand, agree and acknowledge that the Platform does not (i) process payments or hold payments in escrow related to any securities transaction; (ii) hold or transmit any funds or securities of any person or entity; (iii) provide investment advice or make any investment recommendations to any party; (iv) determine the suitability of any investment; (v) provide any anti-money laundering-related services or reviews, and is not responsible for any “know your customer,” customer identification program or customer verification of any kind; (vi) create or send 10b-10 confirmations or customer account statements, or otherwise agree to make or retain any required books and records whatsoever for or on behalf of you or any other third party; and (vii) provide any tax reporting.

PROVISION OF ACCESS

Subject to and conditioned on your compliance with all of the terms and conditions of this EUAA, AIX hereby grants you a non-exclusive, non-transferable right to access and use the Platform and the services available through the Platform, including without limitation facilitating the electronic transmission of a Transaction Package through the Platform (“Services”), during the applicable term, solely in accordance with the terms and conditions herein. Such use is limited to your internal use if you fall under (i) or (ii) of the definition of “you”, or your internal use for the benefit of the entity that is your principal or entity that hired you if you fall under (iii) or (iv) of the definitions of “you”.

GENERAL TERMS OF USE; RESPONSIBILITIES

You are solely responsible for your use of the Platform and Services and for ensuring that such use is in full compliance with this EUAA and any applicable Platform Agreement.

Your Platform user ID and password (“User ID”) is personal in nature and may not be used by any other person. You must maintain the security and confidentiality of your User ID. You agree to implement appropriate administrative, technical, and physical safeguards to prevent unauthorized access to or use of the Platform using your User ID or disclosure of your User ID to any person. Any Services under your User ID will be deemed to have been completed by you. You will promptly notify AIX of any unauthorized access or use of the Platform or Services or if your User ID is disclosed or otherwise compromised. You acknowledge that you are and will remain fully responsible for all costs, fees, liabilities, or damages incurred by any person or entity, including AIX, through or as a result of any access to or use of the Platform or Services through your User ID.

RESTRICTIONS

You acknowledge that the databases, software (in source, object and machine code versions), hardware, and other technology used by or on behalf of AIX to provide the Platform, as well as the Platform itself (collectively, the “Technology”), and their structure, organization, and User ID’s, as well as all Platform Data (defined below), constitute the valuable intellectual property, including trade secrets, of, as applicable, AIX, third parties and their licensors, all rights, title and interest in which are expressly reserved and retained by, as applicable, AIX, third parties and their licensors. As a condition to your use of and access to the Platform and any Services, you agree not to: (a) access or use the Platform or any Services except as expressly permitted by the EUAA, and as applicable, a Platform Agreement; (b) access or use the Technology, in whole or in part, except through the Platform as expressly provided in this EUAA and, as applicable, a Platform Agreement; © use the Platform to engage in any unlawful or illegal activity, or in any other manner that could damage, disable, overburden or impair the Platform, Services or the Technology; (d) use automated scripts to collect information from or otherwise interact with the Platform, Services or the Technology unless pre-approved in writing by AIX; (e) use the Platform or any Service to send spam or otherwise duplicative or unsolicited commercial electronic mail messages; (f) copy, alter, modify, reproduce or create derivative works of the Platform, the Platform Data or the Technology except as expressly permitted in this EUAA; (g) distribute, sell, resell, lend, loan, lease, license, sublicense, assign, transfer, or otherwise make available the Platform or Services or any of your rights to access or use the Platform or any Service, including, without limitation, by providing outsourcing, service bureau, hosting, application service provider or on-line services to any third party, except as expressly provided in this EUAA and a Platform Agreement; (h) decode, reverse engineer, disassemble, decompile or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Platform or the Technology; (i) attempt to circumvent or overcome any technological protection measures intended to restrict access to or safeguard any portion of the Platform or the Technology; (j) use the Platform, Services or the Technology for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, business intelligence, data mining or competitive purposes; (k) upload to the Platform or through the Services any virus, Trojan horse, worm, or other harmful or malicious code; or (l) interfere in any manner with the integrity, accuracy or performance of the Platform, Services or the Technology or otherwise disrupt or impair the Platform, Services or Technology or any other person’s or entity’s use thereof or access thereto. You will promptly notify AIX of any actual or threatened violations of any obligation herein of which you become aware and will make reasonable efforts to stop such violations to the extent allowed per applicable law.

PLATFORM DATA

You may have access to data, information and other content through the Platform and the Services, including product performance information, and accompanying data, documents and materials that may be produced by third parties (collectively, the “Platform Data”). Subject to this EUAA and any applicable Platform Agreement, you may use the Platform Data without modification solely for your own internal business purposes and to provide a client of yours (“Client”) information associated with the Client’s account.

AIX is not responsible for the accuracy or completeness of any Platform Data. By accessing the Platform, you agree that AIX and its affiliates are not liable, directly or indirectly, for any damages resulting from the use of or reliance on any Platform Data. Except as expressly provided in this EUAA, you are granted no rights in or to the Platform Data, the rights in which are expressly reserved by, as applicable, AIX and its third party licensors. You will not remove or alter any proprietary rights legend, markings, or notices on the Platform Data.

Product performance information is for informational purposes only and shall not be considered or used as a Client’s account statement. The value of any Client’s account is reflected only in an account statement issued directly by the Client’s broker or dealer. While AIX is not responsible for the accuracy or completeness of any Platform Data, you should note that: any product returns depicted in Platform Data may take into account applicable selling commissions, dealer manager fees and distributions received and/or reinvested; periods shown may end on an “as of date” and may not be current; current performance may be lower or higher than the Platform Data cited; and past performance is no guarantee of future results.

Platform Data does not constitute investment, tax, financial, legal or other advice, nor should Platform Data be relied upon or provided to any client as the basis for personal, investment, tax, legal or financial decisions. Prior to the execution of any transaction, you or your client should consult with a financial and/or tax advisor or otherwise seek appropriate professional advice tailored to your or your Client’s situation. The Platform Data shall not constitute a solicitation, recommendation, endorsement or offer by AIX or its affiliates or any third party to buy or sell any stock, mutual fund, security or other financial instrument. The Platform Data does not attempt or claim to be a complete description of the securities, markets, or developments referred to therein. All expressions of opinion are subject to change without notice.

AIX and its affiliates do not undertake to advise any third party via the Platform of any material developments regarding the product offerings of any third party. AIX, its affiliates and their respective officers, directors, trustees, shareholders, partners, members, employees, representatives or agents may have clients with positions in securities or companies mentioned on the Platform, including with products sponsored by FS Investments, and may have business relationships with such companies.

Except as otherwise expressly set forth in this EUAA, Platform Data is for investment advisor or broker-dealer use only and is not for investor use and should not be distributed except as otherwise permitted under this EUAA.

YOUR DATA

You will be solely responsible for all data, information and other content, documents, and materials that you may provide, upload, transmit or otherwise make available to AIX, including through the use of the Platform (“Your Data”). You grant to AIX all rights and licenses in and to Your Data necessary for AIX to provide the Services to you (including Your Data obtained from authorized third parties), all such rights and licenses on a non-exclusive, irrevocable (during the term of this EUAA), fully sublicensable, fully transferable, and worldwide basis. You own and retain all of your rights in and to all of Your Data. You represent, warrant and covenant that: (i) none of Your Data or AIX’s or its representatives’ use thereof as contemplated by this EUAA or any Platform Agreement violates or will violate any law, rule, regulation or ruling, or infringes upon, misappropriates or violates or will infringe upon, misappropriate, or violate any intellectual property rights or other rights of any third party, including without limitation any right of privacy; (ii) you have all necessary right, title, interest, consents and authorizations necessary to allow AIX to use Your Data as necessary to provide the Services to you and to make available same to AIX’s representatives including, without limitation, any authorizations required from any financial or other counterparties, intermediaries or agents and any consents required pursuant to any Data Security Laws; (iii) Your Data will be accurate and complete; and (iv) Your Data will not be obscene, threatening, libelous or otherwise unlawful, illegal or tortious. You will maintain an adequate back-up of all of Your Data. AIX will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Data. You will promptly provide AIX any updates to Your Data if there is a material change. “Data Security Laws” means any laws, statutes, common law, treaties, rules, regulations, codes, restrictions, ordinances, orders, decrees, approvals, directives, policy statements, judgments, rulings, injunctions, and writs of, or issued or entered by, any federal, state, local, municipal or foreign (a) government or (b) governmental body, entity, instrumentality, agency or subdivision thereof exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority, including any court, tribunal, arbitral body, commission, administrative agency or quasi-governmental or private body exercising any regulatory or taxing authority thereunder, which govern the collection, handling, storage, distribution, processing, use, transmission, disclosure, importing, exporting, or maintenance of Personally Identifiable Information or other information or data of a private nature.

DATA SECURITY

You will comply with all applicable Data Security Laws, and all revisions and amendments thereto (whether existing prior to or after the date hereof). You will establish and maintain reasonable and appropriate administrative, technical and physical safeguards and security measures to protect against the unintended or unauthorized destruction, loss, alteration or access of Platform Data, which safeguards and measures are consistent with applicable law, rules and regulations including, without limitation, the applicable Data Security Laws. You shall promptly notify AIX of any security breach or similar incident that has, or might have, compromised the privacy or security of any Platform Data in your possession, custody, or control. Other than as authorized in the Section entitled Platform Data herein, you will not share, disclose, or transmit to any person or entity, or otherwise grant any person or entity access to, any Platform Data that is Personally Identifiable Information unless (a) such person or entity agrees, in writing, to abide by data security obligations at least as restrictive as set forth herein and as required to be compliant with applicable law; and (b) you obtain AIX’s express, written consent before doing so, which consent will not be unreasonably withheld. “Personally Identifiable Information” means information or data which identifies or can be used to identify an individual, such as, names, addresses, phone numbers or other unique or persistent identifiers, or which can be used to authenticate an individual, such as, social security numbers, driver’s license number, passwords, financial account numbers, credit card numbers, credit report information, health and medical information, or biometric identifiers.

DATA PRIVACY

You acknowledge that AIX will collect and generate data that is not Personally Identifiable Information, which without limitation includes data that is de-identified Personally Identifiable Information, resulting from your use of and access to the Platform (“De-Identified Data”). AIX shall own all rights, title and interest in and to such De-Identified Data and you hereby assign to AIX all rights, title and interest including, without limitation, all intellectual property rights therein, in and to such De-Identified Data to the extent you hold any such rights, title or interests. Such De-Identified Data may be used by AIX for any lawful business purpose (e.g., analytics) without a duty of accounting to you, provided that the De-Identified Data is used only in an aggregated form, without directly identifying you or any other person or entity as the source thereof.

RESTORING YOUR DATA

In the event of any damage, loss, destruction, or corruption of Your Data caused by AIX’s systems or the provision of the Services, AIX will use commercially reasonable efforts to restore Your Data from AIX’s most current back-up of Your Data in accordance with AIX’s then-current back-up policy. This shall be AIX’s sole obligation and liability, and your sole remedy, resulting from any damage, loss, destruction, or corruption of Your Data caused by AIX’s systems or the provision of any Services.

CHANGES TO PLATFORM

AIX reserves the right to withdraw or amend the Platform, and any Service or material provided through or on the Platform, in its sole discretion without notice. AIX will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform.

LINKS TO OTHER WEBSITES

For your convenience, the Platform may contain links to other websites not operated by or affiliated with AIX. AIX does not endorse or control such linked websites, and is therefore not responsible for any information contained on those websites. Accordingly, AIX will not be liable, directly or indirectly, for any damages resulting from the use or reliance on information or advertisements contained in a linked website.

OWNERSHIP

As applicable, AIX, third parties and their licensors retain all rights, title and interest, including, without limitation, all intellectual property rights, in and to the Platform, Services, Technology, Platform Data and any additions, improvements, updates, and modifications thereto. You acknowledge that you are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to you to use any of the foregoing apart from your limited rights to access and use the Platform, Services, and Platform Data under and as expressly set forth in this EUAA and any Platform Agreement. All rights not expressly granted hereunder are reserved.

From time to time, you may provide, upon AIX’s request or at your own volition, suggestions, comments, improvements, and other feedback concerning the Platform, Services, Technology, or Platform Data (“Feedback”). The parties understand and agree that all rights, title, and interest including, but not limited to, any and all intellectual property rights in and to such Feedback shall be exclusively owned by AIX. You hereby assign all of its rights, title and interest including, but not limited to, all intellectual property rights, in and to any Feedback to AIX for no additional consideration, including the right to sue for and collect damages arising out of the past, present, or future infringement of any Feedback.

You understand that the Platform may be used to facilitate the transmission of certain transaction package documents, agreements, and other forms and reports that are required to support the trade and settlement process based upon the inputs and Your Data, including, but not limited to your proprietary forms to the extent you have granted permission for the Platform to generate your proprietary forms (“Your Forms”) (collectively, all of the foregoing, including Your Forms, the “Transaction Package”). All rights, title, and interest, including intellectual property rights, in and to the Transaction Packages (excluding Your Forms and any of Your Data contained in any of the Transaction Packages) are expressly reserved by AIX. AIX hereby grants to you a non-exclusive, revocable, non-transferable right and license to reproduce, privately display, privately distribute and prepare derivative works of such Transaction Packages (excluding Your Forms) solely as needed for you to facilitate the electronic transmission of a Transaction Package through the Platform. To the extent you upload or otherwise make available Your Forms through the Platform, you hereby grant to AIX a non-exclusive, irrevocable, worldwide, sublicensable, transferable right and license to reproduce, publicly and privately display, publicly and privately distribute and prepare derivative works of Your Forms as needed for AIX and its contractors to provide the Services to or on behalf of you.

If, for any reason, your assignment in any Feedback or De-Identified Data in accordance with this EUAA is not enforceable or is invalid, you hereby grant to AIX a worldwide, perpetual, irrevocable, fully transferable, fully sublicensable, non-exclusive right and license to make, use, have made, advertise, market, import, export, offer for sale, sell, lease, rent, privately and publicly display, privately and publicly distribute, privately and publicly perform, reproduce, and prepare derivative works of the Feedback and De-Identified Data for any reason and no reason whatsoever.

To the extent such rights are not assignable, you hereby waive to the fullest extent permitted per applicable law any and all claims you may have against AIX or its Related Parties in any moral rights or rights of attribution in and to any Feedback or De-Identified Data.

SUSPENSION; TERMINATION

You understand and agree that AIX may immediately and without notice suspend your access to or use of the Services and Platform or terminate this EUAA without incurring any liability whatsoever. You may terminate this EUAA upon written notice to AIX at support@aixplatform.com or by canceling your User ID in the Platform.

NO WARRANTIES; LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY SET FORTH IN THIS EUAA, THE PLATFORM, TECHNOLOGY, SERVICES, PLATFORM DATA, TRANSACTION PACKAGES AND OTHER DATA GENERATED, THROUGH THE PLATFORM OR SERVICES, ARE PROVIDED “AS IS” TO YOU WITHOUT WARRANTY OF ANY KIND, AND AIX EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD THERETO OR TO ANY OTHER SUBJECT MATTER OF THIS EUAA, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY, OR THAT THE PLATFORM OR SERVICES WILL BE FREE OF HARMFUL CODE, SECURE OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AIX OR ITS RELATED PARTIES WILL CREATE ANY WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS EUAA. IN NO EVENT WILL YOU MAKE ANY REPRESENTATIONS OR WARRANTIES TO AUTHORIZED PARTIES ON BEHALF OF AIX.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EUAA, IN NO EVENT WILL AIX, ITS AFFILIATES AND ITS OR THEIR RELATED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THIS EUAA, INCLUDING, WITHOUT LIMITATION, THE USE OF OR ACCESS TO THE PLATFORM OR ANY SERVICES OR TECHNOLOGY (OR ANY PLATFORM DATA, TRANSACTION PACKAGES, OR YOUR DATA PROVIDED OR PROCESSED THROUGH THE PLATFORM OR ANY SERVICES), EVEN IF AIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EUAA, AIX’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS EUAA, THE PLATFORM AND ALL SERVICES PROVIDED UNDER THIS EUAA AND ANY PLATFORM AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF TWELVE (12) MONTH’S FEES PAYABLE TO AIX UNDER SUCH PLATFORM AGREEMENT FOR YOUR USE OF THE PLATFORM AND SERVICES UNDER THIS EUAA OR ONE THOUSAND DOLLARS ($1,000). YOU AGREE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS EUAA AND ACKNOWLEDGE THAT AIX WOULD NOT ENTER INTO THIS EUAA WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, AIX’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

MONITORING

AIX reserves the right to monitor your use of the Platform and any communications by you related to such use. AIX assumes no liability in connection with its monitoring activities.

INDEMNIFICATION

You hereby agree to indemnify, defend, and hold harmless AIX, its affiliates and their respective officers, directors, partners, employees, representatives, contractors, and agents (collectively, “Related Parties”) from and against any claim, counterclaim, allegation or action or losses, liabilities, damages, fees, expenses and costs (including reasonable attorneys’ fees and court costs) brought against or incurred by AIX or any of its Related Parties arising out of or under or related to or resulting from (a) any technical disruption of or damage to the Platform, Services or Technology caused directly or indirectly by your use of the Platform, Services or Technology; (b) any breach of your warranties, representations or obligations under this EUAA; © your unauthorized use of or access to the Platform or Services; (d) Your Data or AIX’s or its Related Parties’ use, handling, storage, processing, transmission, reproduction, display, distribution, or preparation of derivative works thereof in accordance with this EUAA or a Platform Agreement; (e) your input or transmission of corrupt, inaccurate, or incomplete data through the Platform or otherwise in connection with the Services; (f) the acts or omissions of your representatives, employees, contractors and agents related to this EUAA; or (g) any security breach of Platform Data in your possession, custody or control.

INFORMATION COLLECTED

It is not the responsibility or obligation of AIX to authenticate, confirm or otherwise verify the accuracy or propriety of the Platform Data. AIX shall not be liable for any damage or loss arising from inaccurate or unauthorized transmissions via the Platform or email.

JURISDICTION

The EUAA, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to the EUAA, shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware, including its statutes of limitation, without reference to the conflict of laws provisions thereof. Venue for any action (including arbitration) shall lie exclusively in Philadelphia, Pennsylvania. Should your use of the Platform or the Platform Data be contrary to the laws of the jurisdiction from where you access the Platform, then the Platform is not intended for your use, and you should discontinue use of the Platform. You are solely responsible for knowing the laws of your jurisdiction and for assuring your compliance with such laws.

USE OUTSIDE OF THE UNITED STATES; LIMITED AVAILABILITY

Not all products or services described on the Platform may be available to all persons or entities or in all jurisdictions. The Platform was created in the United States. The Platform and/or the Services may not comply with legal requirements in foreign countries. The Platform Data is not provided for and may not be used by any person or entity in any jurisdiction in violation of applicable laws, rules or regulations.

SEVERABILITY

If any provision of the EUAA is held to be unenforceable or invalid for any reason, that provision will be removed to the extent necessary to comply with the law, and replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.

ARBITRATION

You agree that AIX, at its sole discretion, may require you to submit any dispute concerning the application, construction, validity, interpretation or enforcement of this EUAA or arising from the use of the Platform or Services, to binding arbitration in accordance with this section, to be held in Philadelphia, Pennsylvania, before a single arbitrator, who shall have formerly served as a federal judge, in accordance with the then-prevailing Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association, who shall have the exclusive authority to resolve the dispute. You agree that you will be responsible for one-half of the arbitrator’s fees unless the arbitrator orders otherwise. You agree that the arbitrator’s decision will be deemed final and binding in accordance with the Federal Arbitration Act and may be enforced in any court of competent jurisdiction. The arbitrator will not have the right to modify or change any of the terms of this EUAA or any Platform Agreement. You agree that the arbitrator, and not any court, shall have exclusive authority to resolve any dispute. You agree that the arbitrator may provide all appropriate remedies at law and will have the power to summarily adjudicate claims, grant injunctive relief or other provisional remedies or enter summary judgment in appropriate cases.

Notwithstanding these rules, however, such proceeding shall be governed by the laws of the State of Delaware as set forth herein. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator shall have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this clause, except as may be required by statute.

FORCE MAJEURE

In no event shall either party be liable to the other party, or be deemed to have breached this EUAA, for any failure or delay in performing its obligations under this EUAA (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

ASSIGNMENT

You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of AIX. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve you of any of your obligations hereunder. This EUAA is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

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