Towing and Recovery
Terms of Service

Traxero North America, LLC, dba Autura (“we” or “Autura”) offers a suite of towing management services, including towing management software, lien processing facilitation software, payment processing through a third party, and other solutions for towing and impound companies (“Products”). The Products are offered through our website and applications (“Platform”, and with the Products, the “Services”) and may be used separately or in conjunction with each other to assist a Licensee (“Licensee”, and with Autura the “Parties” and individually, each a “Party”) with the management of your towing and/or impound company. This Terms of Service and Agreement (“Agreement”) outlines the terms and conditions for use of the Service ordered through an Order Form and constitutes an agreement between Licensee and Autura. Each Order Form is subject to this Agreement and upon mutual execution, each Order Form shall be incorporated into these Terms and Conditions and form a part of the Agreement. If Licensee has multiple locations and/or entities, they must be listed on the relevant Order Forms(s) and each will become a party to this Agreement and the Order Forms(s).

By using the Service, Licensee agrees to terms in this Agreement and each Order Form and certifies that it has the authority to bind any entity listed on an Order. By executing an Order Form or using Services, Licensee represents and warrants that: (i) it has full legal authority to bind the entities on each Order to this Agreement and the Order; (ii) it has read and understand this Agreement; and (iii) it agrees to the terms of this Agreement. If Licensee has entered into a separate agreement with Autura for the Service, those terms will prevail to the extent there is any contradiction.

Autura may modify this Agreement from time to time by posting a new version to its website. Unless specified otherwise, modifications take effect (and govern future use of the Service) at the start of the next Renewal Term. If Licensee does not agree to the modifications, its sole remedy is to terminate its subscription at the end of the then-current term.

1. License

(a) Services. For each Order Form, subject to Licensee’s compliance with this Agreement (including any applicable limitations and restrictions set forth on the applicable Order Form), Autura hereby grants to Licensee during the Term (defined below) a non-exclusive, non-transferable and non-sublicensable license to allow its employees who have been issued valid access credentials from Autura (“Authorized Users”) to access and use the Services. The number of Authorized Users is limited to the number of licenses, or seats, licensed by Licensee. If Autura determines that Licensee users exceeds the number of authorized seats, Autura reserves the right to charge for the excess usage historically and on a go-forward basis. If Licensee has multiple locations under its control that will use the Services, each listed location will be subject to the terms of this Agreement and applicable Order Form. Licensee will be responsible for the breach of any location or Authorized User.

(b) Restrictions. Licensee will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Services; (ii) reverse-engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services; (iii) lend, lease, offer for sale, sell or otherwise use the Services for the benefit of any third party; (iv) attempt to disrupt the integrity or performance of the Services; (v) attempt to gain unauthorized access to the Services or its related systems or networks; or (vi) use the Services in a manner that violates this Agreement, any third party rights or any applicable laws, rules or regulations.

(c) Autura Ownership. Except for the rights granted to Licensee under this Agreement, as between the Parties, Autura owns and retains all right, title and interest, including all intellectual property rights, in and to the Services (including all updates thereto and all data submitted through the Platform by third parties). “Diagnostic Data” means aggregated and de-identified usage or operational data that does not identify Licensee or any individual and cannot reasonably be used to do so, which Autura's systems or applications automatically collect with respect to the Services and/or its use and/or performance. Notwithstanding anything to the contrary, Autura may use Diagnostic Data solely for purposes of improving and operating the Platform and Autura's products and services, provided that Autura does not disclose Diagnostic Data in a manner that identifies Licensee. All rights that Autura does not expressly grant to Licensee in this Section 1 are reserved and Autura does not grant any implied licenses under this Section 1. For clarity, notwithstanding anything else, any information or data collected by a third party (excluding Licensee) are subject to the terms between Autura and such third party.

(d) Licensee Ownership. As between the Parties, Licensee owns all data, information and other materials submitted or entered into the Services by Licensee or its Authorized Users (which, for clarity, excludes Diagnostic Data) (collectively, “Licensee Data”). Autura receives no rights in Licensee Data except a limited, non-exclusive license during the Term to host, process, copy, transmit, backup, and otherwise use Licensee Data solely as necessary to provide the Services and perform under this Agreement. Upon termination or expiration of this Agreement for any reason, Autura will permit Licensee to download all Licensee Data from the Services in industry-standard formats (including, at a minimum, .csv and .xml) for a period of thirty (30) days following the effective date of termination or expiration (the "Data Retrieval Period"). Licensee may request deletion of Licensee Data at any time. Licensee understands that such request will impact the Services and Autura disclaims all liability for the impact to the Services of such request. Requesting deletion of Licensee Data will not relieve Licensee of its obligations under this Agreement, nor will it impact the Term.

(e) Updates. During the Term, Autura may provide updates, upgrades, bug fixes, security patches, and improvements to the Services that are generally made available to Autura's other similarly situated customers at no additional charge ("Standard Updates"). Standard Updates shall be deemed part of the Services licensed hereunder upon release to Licensee.

(f) Suspension. Autura reserves the right to suspend, terminate or otherwise deny access to the Services, without incurring any resulting obligation or liability, if: (x) Autura receives a judicial or other governmental demand or order or law enforcement request that requires Autura to do so; or (y) Autura believes that Licensee or any Authorized User has violated the terms of this Agreement or otherwise poses a security threat or vulnerability risk to Autura, Autura’s other customers, or the Services.

(g) Third-Party Services. The Services may utilize or integrate certain third-party services and applications (“Third-Party Services”). For services that require or utilize Third-Party Services, Licensee may be required to agree to terms from or enter into agreements with the third-party. Licensee understands that failure to agree to or abide by such terms may impact the Services and such impact will not be the fault of Autura and will not be grounds to withhold fees or terminate the Agreement or and Order Form. Autura assumes no liability and makes no warranty regarding the operation or functionality of such Third-Party Services. Autura does not guarantee that the Services will interoperate with any particular Third-Party Service, and Autura’s support obligations shall not extend to any Third-Party Services. Licensee represents and warrants that it will obtain all required consents and permissions prior to accessing any Third-Party Services, and Licensee will indemnify and hold Autura harmless for any and all costs or liabilities arising from or related to any failure to obtain such required consents or permissions.

2. Services

(a) Order Form. The Parties will enter into one or more Order Forms that will set forth the products and services, prices, term, and additional terms.

(b) Licensee and Authorized Users. Licensee will comply with all relevant terms and instructions and pay for all Services listed in an Order Form. Each Authorized User must comply with Autura’s online registration process to obtain a User ID. Authorized Users are required to keep all User IDs and password information strictly confidential and to not share such information. Licensee acknowledges and agrees that it is responsible for the use of the Services by Authorized Users in accordance with this Agreement, and a breach by any Authorized User of any term of this Agreement will be deemed a breach by Licensee of this Agreement. Licensee will be responsible for notifying Autura and restricting access by any Authorized User who is no longer authorized to access the applicable Software. Licensee will cooperate with Autura in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Autura may reasonably request.

(c) Autura. Autura shall provide the Services in accordance with this Agreement and the applicable Order Form.

(d) Professional Services. If requested by Licensee and agreed to by Autura, Licensee may request Professional Services pursuant to a duly executed Order Form. Licensee will pay Autura at the per-hour rates set forth in the Order Form (or if not specified, at Autura’s then-standard rates), and Licensee will reimburse Autura for any reasonable travel and lodging expenses incurred in connection with such Professional Services. Licensee will reasonably cooperate with Autura to facilitate provision of Professional Services. Licensee may only use the deliverables provided as part of the Professional Services in connection with the Platform.

(e) SMS Messages. You agree to receive information messages (appointment reminders, account notifications, etc.) from Autura. Message frequency varies. Message and data rates may apply. For help, reply HELP or email us at support@autura.com. You can opt out at any time by replying STOP.

(f) Service Limitations. The Platform may be temporarily unavailable from time to time due to required maintenance, telecommunications interruptions, or other disruptions. Autura may also make improvements and/or changes in the Platform at any time without notice. Autura will not be responsible for any damages that Licensee may suffer arising out of the inability to use the Platform.

3. Term and Termination

(a) Term. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last for six (6) months past the expiration of all Order Forms (the “Term”). For each Order Form, unless otherwise specified therein, the “Order Form Service Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial service term specified on such Order Form (the “Order Form Initial Service Term”), and (y) following the Order Form Initial Service Term, shall automatically renew for additional successive terms equal to the Order Form Initial Service Term (each, a “Renewal Term”) at the then-current pricing unless either Party notifies the other Party of such Party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Service Term or then-current Renewal Term, as applicable.

(b) Termination. Each Party will have the right to terminate this Agreement or any Order Form upon thirty (30) days’ prior written notice if the other Party is in material breach of this Agreement or the applicable Order Form, and the breaching Party fails to remedy such breach within the cure period. Autura may immediately terminate this Agreement and/or any Order Form upon written notice to Licensee if Licensee presents a material legal, safety, or security risk to Autura or Autura’s other customers. Autura may further terminate this Agreement or any Order Form upon thirty (30) days’ prior written notice if the data or technology relied upon by the Service become unavailable or obsolete without a reasonable substitute.

(c) Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights and licenses granted by Autura hereunder will automatically terminate, and Licensee shall immediately cease all use of and access to the Service. All outstanding Fees owed pursuant to Section 4 will become immediately due and payable. The provisions of this Agreement that reasonably need to survive to effectuate the Parties’ agreement and rights, together with any provisions hereof which expressly by their terms survive, will survive any expiration or termination of this Agreement.

4. Fees

As consideration for the Services, Licensee will pay Autura the fees, expenses, and other charges set forth in the applicable Order Form (collectively, “Fees”). Payment will be made by automatic ACH or credit card. If Licensee pays by credit card, the total will include any service fees incurred by Autura by the credit card company. Unless otherwise specified in an Order Form, Autura bills in advance for a month of access to the Services. All Fees are due upon receipt of an invoice and are considered late if not paid within fifteen (15) days from the date of the invoice. Late Fee payments will accrue interest at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is lower, accruing from the date such payment was due until the date paid.

The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any applicable taxing authorities (collectively, “Taxes”). Licensee is responsible for paying all Taxes directly arising from its purchase of the Services (except for any Taxes based on Autura’s net income). If Licensee is legally entitled to an exemption from the payment of any Taxes, immediately following the date of the applicable Order Form, Licensee shall provide Autura with valid, current tax exemption certificates and any other supporting documentation required to establish Licensee’s tax-exempt status for each jurisdiction in which it claims an exemption.

If at any time Licensee fails to pay to Autura the amounts required under this Agreement as and when such sums are due, Autura may immediately suspend access to the Services and terminate this Agreement or the applicable Order Form by written notice to Licensee, unless Licensee pays all amounts due, including all accrued interest, within fifteen (15) days of such notice. 

5. Representations and Warranties

(a) Mutual Warranties. Each Party represents and warrants that: (i) it has the right, power and authority to enter into this Agreement and any Order Form; and (ii) this Agreement and each incorporated Order Form, will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

(b) Licensee Warranties. Licensee represents and warrants that: (i) Licensee and any Authorized Users will use the Services for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies, including the Driver’s Privacy Protection Act (DPPA), (ii) Licensee owns or has sufficient rights in and to the Licensee Data that Licensee uses or transfers in or through the Services to grant the licenses set forth in this Agreement with respect to such content to Autura, that any use by Autura of such Licensee Data as contemplated in this Agreement will not infringe on the rights of any third party or violate any applicable laws or regulations, and that such content shall not (w) access DPPA covered data without a valid permissible use, and will ensure that all users with access to the Services do not misuse or have unauthorized access to DPPA data; (x) violate any laws or regulations or any rights of any third parties, including but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, music, image or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or rights of celebrity, or any other right of any person or entity; (y) contain any material that is unlawful, fraudulent, threatening, defamatory, obscene, profane or hateful or (z) contain any disabling codes or instructions, or any viruses, worms, Trojan horses or other contaminants. Licensee further represents and warrants that it will not, and will not allow Authorized Users, to share log-in credentials. For the purpose of clarity, this includes providing access to, or allowing, third parties to log-in through an account, as well as copying and sharing reports and/or contact’s emails, names or phone numbers, with any other individual, business, marketing or survey company.

(c) Autura Warranties. Autura represents and warrants that: (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof, and that any Professional Services will be provided in a competent and workmanlike manner; (ii) it will make commercially reasonable efforts to fix or modify, at no charge to the Licensee, any part of the Software not operating in accordance with any documentation provided to the Licensee; (iii) the Services will not infringe or misappropriate any third party’s intellectual property rights; and (iv) it will comply with applicable laws in performing the Services.

(d) SOLE WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH UNDER THIS SECTION 5, THE SERVICES AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT BY AUTURA ARE PROVIDED ON AN "AS-IS" BASIS. LICENSEE ASSUMES RESPONSIBILITY FOR THE ACCURACY AND QUALITY OF ITS OWN DATA AS SUBMITTED TO THE PLATFORM AND FOR ENSURING THAT ITS USE OF THE SERVICES COMPLIES WITH APPLICABLE LAW. AUTURA DOES NOT WARRANT THAT THE SERVICES OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE ENTIRELY ERROR-FREE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, AUTURA MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR ANY OUTPUT, OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE, LOSS OF DATA, OR RESULTS OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, AUTURA DISCLAIMS ANY WARRANTIES THAT THE SOFTWARE OR ANY OUTPUT WILL BE ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, OR RESULT IN COST SAVINGS OR PROFIT IMPROVEMENT. AUTURA MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

6. Intellectual Property Rights; Ownership

(a) Feedback. During the Term, Licensee may provide general feedback, comments, suggestions, and other communications regarding potential improvements to the Services (collectively, “Feedback”). Licensee grants to Autura the non-exclusive, perpetual, royalty-free right to use, copy, reproduce, publish, perform, display, distribute, create derivative works of, have and have made, sell, and otherwise commercially exploit Feedback in any format or medium solely for the purpose of improving and enhancing the Services and Autura's products and services. The foregoing license shall survive the termination or expiration of this Agreement for any reason.

(b) Autura Materials. Autura solely owns all right, title and interest in and to any software, notes, records, drawings, designs or other copyrightable materials, inventions (whether or not patentable), improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Autura, solely or in collaboration with others, arising out of, or in connection with, Autura performing the Services or Professional Services, including any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (“Inventions”). To the extent any deliverable, Invention, or customization provided incorporates Autura intellectual property or is necessary for Licensee to use the Services or deliverables, Autura hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right during the Term to use the portion of the Inventions that is incorporated into any deliverables or customizations that Autura provides to Licensee under the applicable Order Form solely to use any such deliverables.

7. Confidential Information

(a) Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), that is marked in writing as “confidential” or by a similar designation, or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. For clarity, Confidential Information of Autura also includes the Autura technology underlying the Platform and any related non-public specifications, documentation or technical information that Autura makes available to Licensee. Confidential Information of Licensee includes Licensee Data, information provided by Licensee on Order Forms, business plans, workflows, customer information, and security-related information. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party without restriction prior to its disclosure by the Disclosing Party and without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without restriction and without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.

(b) Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party may only use Confidential Information of the Disclosing Party to perform its obligations or exercise its rights under this Agreement. Except as expressly authorized by the Disclosing Party in writing, the Receiving Party will not disclose any Confidential Information of the Disclosing Party to any third party other than those of its and its affiliates’ employees, contractors or agents who need such access to perform obligations under this Agreement and who agree to abide by substantially similar terms as those set forth in this Section 7.

(c) Terms of this Agreement. This Agreement (including its terms and conditions, Order Forms and fees and pricing schedules) shall be deemed the Confidential Information of both Parties but shall be subject to the compelled disclosure provisions set forth in Section 7(d).

(d) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is required by law, regulation, or valid legal process, to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If Receiving Party is compelled to disclose any Confidential Information of Disclosing Party as permitted by this Section7(d), Receiving Party agrees to disclose only the information strictly necessary to comply with the applicable law, regulation, or legal process.

(e) No License; Return of Information. Nothing in this Section shall be construed as a grant or assignment of any right or license in the Disclosing Party’s Confidential Information. The Disclosing Party’s Confidential Information shall at all times remain the property of the Disclosing Party. At any time the Disclosing Party reasonably requests, and in any event upon the termination or expiration of this Agreement, the Receiving Party shall return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control or certify in writing to the Disclosing Party that the Confidential Information has been destroyed.

8. Information Security and Incident Response

(a) Security. Autura will implement and maintain a written information security program appropriate to the nature of the Services and consistent with industry standards, including: access controls based on least privilege; multi-factor authentication for administrative and remote access; encryption of data in transit and at rest using industry-standard protocols; vulnerability management and patching; malware protection; and secure development practices. Autura shall host Licensee Data only in the United States unless Licensee consents otherwise in writing.

(b) Breach Notification. Autura shall notify Licensee without undue delay after becoming aware of any confirmed unauthorized access to, acquisition of, disclosure of, or loss of Licensee Data or the Platform that materially affects the Services (a “Security Incident”). Autura shall investigate, contain, mitigate, and remediate any Security Incident and reasonably cooperate with Licensee in connection with required remediation action and notices.

9. Limitations on Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, DATA OR OTHER BUSINESS OPPORTUNITIES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THIS SECTION 9 DOES NOT LIMIT EITHER PARTY’S LIABILITY FOR (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (B) A PARTY’S INDEMNIFICATION OBLIGATIONS, UNDER SECTION 10; (C) BREACH OF IP WARRANTIES UNDER SECTION 5; (D) EITHER PARTY'S WILLFUL MISCONDUCT OR FRAUD; OR (E) LICENSEE'S OBLIGATION TO PAY FEES OWED UNDER THIS AGREEMENT.

10. Indemnification

(a) Licensee. Licensee will defend, indemnify, and hold harmless Autura, its Affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns from and against all third-party claims ( “Third Party Claims”), and all losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorney’s fees), in each case, that are paid or payable to third parties pursuant to such Third Party Claims, to the extent such Third Party Claims directly arise from: (i) Licensee Data infringing or misappropriating a third party’s intellectual property rights; (ii) Licensee’s use of the Services in violation of applicable law or this Agreement; (iii) Licensee’s use of the Services output or the Platform; or (iv) Licensee’s gross negligence of willful misconduct.

(b) Autura. Autura will defend, indemnify, and hold harmless Licensee, its Affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns from and against all Third Party Claims, and all losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorney’s fees), in each case, that are paid or payable to third parties pursuant to such Third Party Claims, to the extent such Third Party Claims: (i) allege that the Platform (not including any Licensee Data) infringes, violates, or misappropriates such third party's intellectual property right(s) ("Infringement Claim"); or (ii) arise from Autura’s gross negligence or willful misconduct.

In the event of an Infringement Claim, if Autura is unable to identify a commercially practicable replacement for the Platform within ninety (90) days after the Infringement Claim is made, Autura may terminate this Agreement and shall refund to Licensee all prepaid Fees for the unused portion of the then-current Term.

Notwithstanding the foregoing, Autura will have no liability for an Infringement Claim to the extent the actual or alleged infringement, misappropriation, or violation results solely from (w) any violation of this Agreement by Licensee or any Authorized Users; (x) any modification, alteration, or addition made to the Platform by a person or entity other than Autura without Autura's prior written approval; (y) any failure by Licensee or any Authorized Users to implement mandatory security or infringement-related updates made available by Autura within a reasonable timeframe; or (z) the combination of the Platform with any software, hardware, or other material not provided or approved by Autura hereunder, but only to the extent the infringement would not have occurred absent such combination.

(c) Procedures. Each Party’s obligations pursuant to this Section are expressly conditioned on: (i) the Party seeking indemnification under this Section (“Indemnified Party”) providing the other Party (“Indemnifying Party”) with prompt written notice of the applicable Third Party Claim for which the Indemnified Party seeks indemnification; (ii) the Indemnified Party reasonably cooperating in the defense and/or settlement of such Third Party Claim, at the Indemnifying Party’s sole expense; and (iii) the Indemnifying Party having sole control over the defense and/or settlement of such Third Party Claim. The Indemnifying Party may not agree to any settlement of any Third Party Claim against the Indemnified Party that admits wrongdoing by the Indemnified Party or otherwise imposes any material obligation on the Indemnified Party (not entirely covered by an indemnification obligation hereunder), without the Indemnified Party’s prior express written consent, which consent will not be unreasonably withheld, conditioned or delayed. The Indemnified Party may participate in the defense of a Third-Party Claim through counsel of its own choice at its own expense.

11. General

(a) Assignment, Successors. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Autura may assign or transfer this Agreement, an Order Form, or any rights under it without prior written consent to a successor in connection with a merger, acquisition, reorganization, consolidation, or sale of all or substantially all of its assets or the business to which this Agreement relates.

(b) Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for the failure to pay any Fees due hereunder) if the delay or failure results from any cause beyond such Party’s reasonable control, including, without limitation, any acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

(c) Dispute Resolution. This Agreement shall be governed by the laws of the State of Delaware, excluding its conflict of laws principles. The federal and state courts located in New Castle County, Delaware shall have exclusive jurisdiction over any disputes arising from or relating to this Agreement, and each Party consents to such jurisdiction and venue. Each Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other Party, entitling such Party to seek injunctive relief in addition to all available remedies. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement will remain in full force and effect. The prevailing Party in any action related to this Agreement will be entitled to seek the recovery of its attorneys’ fees and costs in connection with such action.

(d) Notice. All notices required to be given under this Agreement shall be in writing and shall be given or made by delivery in person, by courier service, by confirmed facsimile, or by registered or certified mail (postage prepaid, return receipt requested). Notices to Licensee shall be sent to the email address and address listed on the Order Form. Notices to Autura shall be sent to legal@autura.com and 440 Barranca Ave., #6769, Covina, CA 91723.

(e) Independent Contractor. The Parties are independent contractors and nothing contained in this Agreement or in the relationship of the Licensee and Autura shall be deemed to constitute a partnership, joint venture, or any other relationship between the Licensee and Autura. Neither Party will be liable for obligations incurred by the other.

(f) Use of Name. Autura may use Licensee’s name and logo in advertising, publicity, or otherwise publicize the fact that Licensee is a customer of Autura.

(g) Final Agreement. This Agreement, including all Order Forms referencing this Agreement, embodies the entire agreement between the Parties with respect to the subject matter set forth herein and supersedes any previous or contemporaneous communications, whether oral or written, express or implied. This Agreement may be modified or amended only by a writing signed by both Parties. If there is any conflict or inconsistency between the terms of any Order Form and the terms in the body of this Agreement, then the terms in the Order Form will control solely to the extent of the conflict. All waivers made under this Agreement must be made in writing by the Party making the waiver.