INDEXED PROPERTY SERVICE TERMS OF USE

The following Terms of Use (“Terms of Use”, “Agreement” or “Terms”) describes the terms under which Curiositas Technologies, Inc dba Alō Index and any of its wholly owned subsidiaries (individually and collectively, "Alō," “we” or “us”) offers each individual or entity (”Indexed Property” or “You”) access to Alō’s Platform.

YOU SHOULD READ THIS AGREEMENT CAREFULLY FOR THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES. BY ACCESSING AND/OR USING THE PLATFORM AND RELATED SERVICES, OR BY CHECKING OR CLICKING THE “AGREE,” “I CONSENT” OR SIMILAR BUTTON OR BOX IF AND WHEN THIS OPTION IS PRESENTED TO YOU, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND (B) AGREE TO ACCEPT THIS AGREEMENT, AND (C) AGREE THAT YOU ARE LEGALLY BOUND BY (AND THAT YOU WILL ADHERE TO) ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

THE INDIVIDUAL REGISTERING TO USE THE PLATFORM AND SERVICES ON YOUR BEHALF REPRESENTS AND WARRANTS TO US THAT SUCH INDIVIDUAL IS FULLY AND DULY AUTHORIZED TO AGREE TO BE BOUND BY THIS AGREEMENT ON YOUR BEHALF.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PLATFORM OR OUR RELATED SERVICES.

1. DEFINITIONS

“Administrator” means an individual from the Indexed Property assigned to manage its account created on the Platform.

“Alō Content” means the information, documents, software, Products and Services produced, contained, or made available to Indexed Property in the course of using the Platform.

“Brand Representative” means an individual appointed by the Indexed Property to access the Services on behalf of an Indexed Property’s affiliated Brand.

“Confidential Information” means regardless of form, any sensitive, non-public or proprietary information that is designated as confidential by the disclosing party or that a reasonable person would deem confidential or sensitive, including documentation, technical data, know-how, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers, and employees that is directly or indirectly disclosed by the disclosing party or on its behalf to the other party. Confidential Information of Alō includes the Services and all non-public information concerning the Services and the performance, features, and functionality thereof. Confidential Information of both parties includes the terms and conditions of this Agreement.

“Indexed Property(ies)” means a business entity entering into a contract with Alō Index by accepting these Terms and registering with the Service to provide ESG benchmarking information. For the avoidance of doubt, Indexed Property(ies) shall include Indexed Property Affiliates with access to the Platform.

“Indexed Property Content” means content, other than Indexed Property PII, that is either provided or transmitted by Indexed Property or Indexed Property’s agents through the Platform, or data and information available on the websites of Indexed Property or Indexed Property’s affiliates.

“Indexed Property Data” means Indexed Property Content or Indexed Property PII.

“Indexed Property PII” means personally identifiable information that is provided or transmitted by Indexed Property or Indexed Property’s agents through the Platform pursuant to the provision of the Services provided by Alō. For the avoidance of doubt, Indexed Property PII does not include email signature type information such as name, title, company name, mailing address, email address, and phone number.

“Index Report” means a summary of the Indexed company’s ESG benchmarking results.

“Order Form” means the purchase order, order form, order purchase confirmation page, checkout page, or similar ordering webpage, landing page or written document presented and offered to you by us and executed, confirmed or otherwise accepted by you, in each case that references this Agreement. An Order Form may specify applicable pricing and fees, a limit to the number of authorized users who may use the Platform, how long you are authorized to use the Platform, and other terms.

“Products” means Alō Content, reports, associated materials, toolkits, training materials, tutorials and other related materials provided by Alō in connection with the performance of Services.

“Platform” means Alō’s software as a service and other software related services, intellectual property, updates, improvements, modifications, or changes and associated support services.

“Requesting Company(ies)” means any company subscribing to the Platform enabling it to access the ESG information of a requested Indexed Property.

“Services” means the Platform and associated Products.

2. PURPOSE

2.1 Purpose. This Terms of Use establishes the general terms and conditions for use of the Platform and Alō’s Services to Indexed Property(ies).

2.2 Professional use. Alō Services are for professional use and professional user only. Where the user is an individual representing an entity, s/he acts solely for and on behalf of such entity which shall be jointly and severally liable for the user’s obligations hereunder.

3. INDEXED PROPERTY USE AND RESPONSIBILITIES

3.1 Access. Subject to the provisions of the Agreement, Alō hereby grants Indexed Property non-transferable, non-exclusive and revocable access to use the Platform during the term of this Agreement solely by authorized users in accordance with the terms of the Agreement. Such use is limited to Indexed Property’s internal business purpose, and Indexed Property will not use the Services in excess of the scope or duration of the applicable term. Except for the foregoing access, no other right in the Services are granted hereunder, and the Services are and will remain the sole and exclusive property of Alō whether the Service is separate or integrated with any other products or services. Indexed Property will access the Platform via the internet using an Indexed Property- provided browser that is compatible with Alō’s Platform. Indexed Property is solely responsible for obtaining and maintaining at its expense all equipment and internet access needed to access the Platform.

3.2 User IDs. Alō will assign Indexed Property one or more user IDs and passwords that will enable Indexed Property to access the Platform. Indexed Property will take reasonable precautions to protect against theft, loss or fraudulent use of its user IDs and passwords. Each is assigned to an individual and may not be shared with others, including other personnel of Indexed Property. Indexed Property is solely responsible for any losses arising from another party’s use of user IDs and passwords, either with or without Indexed Property’s knowledge.

3.3 Third party Integration. Alō reserves the right to integrate with various third-party applications.

3.4 Acceptable Use. Indexed Property acknowledges that Alō provides a Service to Indexed Property. Indexed Property will use the Services for authorized and legal purposes only consistent with applicable laws and regulations, the Agreement and Alō’s Privacy Policy.

3.5 Restrictions. Indexed Property and its authorized users will not: (a) license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose or otherwise exploit or make available to any third party the Services; (b) copy, record, extract, scrape, modify or make derivative works based upon the Services; (c) “screenshot” or “screenshare” the Services; (d) access the Services for any competitive purposes or use the Services for any purpose other than its own internal use; (e) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Services; (f) remove, obscure or modify a copyright or other proprietary rights notice in the Services; (g) use the Service to send or store infringing, obscene, threatening, libelous or otherwise unlawful material, including material that violates third-party privacy rights; (h) use the Service to create, use, send, store or run material containing software viruses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Services; (i) attempt to gain or permit unauthorized access to the Services or related systems or networks, including conducting penetration testing, denial of service attacks or engaging in similar efforts; (j) use the Services other than in compliance with all applicable laws and regulations; (k) use the Services in a manner or for a purpose that is deceptive or infringes, misappropriates or otherwise violates the intellectual property rights of a third party; or (l) knowingly permit or assist any other party (including any user) to do any of the foregoing.

3.6 Breach by Authorized User. Any failure by Indexed Property’s authorized user to comply with the Agreement is deemed to be a breach by Indexed Property, and Alō will not be liable for any damages incurred by Indexed Property or any third party resulting from such breach. Indexed Property will immediately notify Alō and take all necessary steps to terminate the user ID for any authorized user if there is any compromise in the security of that user ID or if unauthorized use is suspected or has occurred.

3.7 No Protected Information. Indexed Property acknowledges and agrees that use of the Services do not require Indexed Property to provide any PII to or through the Platforms. Indexed Property will not upload, provide or submit any PII to the Platforms. Indexed Property agrees that Alō will have no liability to Indexed Property or Indexed Property’s agents, users or any other related party for PII.

3.8 Traveler Facing Content. Indexed Property agrees that any content it provides for traveler advertising purposes is accurate, in compliance with applicable laws, and does not infringe on the rights of third parties, including intellectual property rights.

3.9 Use of Index Report. The Indexed Property is not allowed to modify the Index Report or any other assessment result or content received from Alō. The Indexed Property is not allowed to upload its Index Report or any part thereof, or any other content received from Alō, onto any third party platform whereby the data might be shared with fourth parties or used for commercial gain or purposes.

SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A.

PAYMENT OF FEES

4.1 Customer will pay Company the then applicable fees described in the Order Form for access to the Platform and the related Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. All purchases are final, all payment obligations are non-cancelable and (except as otherwise expressly provided in this Agreement or in your Order Form) all Fees once paid are non-refundable.

4.2 You will make all payments in US dollars, using the payment method and in accordance with the payment schedule set forth on your Order Form or the applicable invoice. If no payment method is specified in your Order Form or an applicable invoice then payment shall be made by charging a credit card provided by you or a payment account set up by you via Stripe as Fees are incurred. If no payment schedule is specified in your Order Form or an applicable invoice then payment is due on a monthly basis, in advance, each month on the billing date set forth in your account. Unless otherwise specified in your Order Form or the applicable invoice, any invoiced amounts are due 30 days from the invoice date. You are responsible for providing complete and accurate billing information and notifying us of any changes to that information.

4.3 Our Fees do not include taxes and similar assessments. We will pass along to you the cost of any sales and excise (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable to us under this Agreement, other than taxes imposed on our income. If any such amounts are owed to a governmental authority, we will calculate the amount of the obligation and include this on your bill or invoice, and we will remit those amounts to the applicable authority. If you are exempt from such taxes, you must provide us with a true, up-to-date and complete copy of your direct pay permit or exemption certificate.

4A. INDEXED PROPERTY AFFILIATES

4A.1 Indexed Property acknowledges and agrees that if Indexed Property is affiliated with a hotel representation company, hotel management company, hotel chain or franchise, and/or is a member of a hotel association (each such company, franchise or association referred to hereinafter as a“Indexed Property Affiliate”), Indexed Property may have authorized such Indexed Property Affiliate to take certain actions on Indexed Property’s behalf including without limitation receiving and/or responding to requests for Indexed Property. Indexed Property and Indexed Property Affiliate understand and agree that they are jointly responsible informing Alō of the existence of the Indexed Property Affiliate relationship, and any changes thereto, and agree that Alō may treat an Indexed Property Affiliate as authorized by Indexed Property to receive and respond to requests on behalf of Indexed Property.

4A.2 Indexed Property and Indexed Property Affiliate each represent and warrant that use of the Services by Indexed Property, and/or by Indexed Property Affiliate on behalf of Indexed Property, does not and shall not violate the terms and conditions of any agreement between Indexed Property and Indexed Property Affiliate.

4A.3 Indexed Property and Indexed Property Affiliate shall each be jointly and severally liable and agree to defend, indemnify and hold Alō harmless from and against any and all liabilities, damages and costs incurred by Alō in connection with any dispute between Indexed Property and Indexed Property Affiliate. Indexed Property and Indexed Property Affiliate agree that, unless otherwise agreed in writing between Alō and Indexed Property, any changes to Indexed Property’s relationship with an Indexed Property Affiliate shall not alter or reduce Indexed Property’s payment or other obligations hereunder during the remainder of the Term of any Order Form and such Order Form shall continue to apply to the same Indexed Property (and will not be transferred to another Indexed Property or to Indexed Property Affiliate) during the remainder of the Term of such Order Form. In the event that any change to the ownership, management or franchise affiliation of an Indexed Property requires Indexed Property to rebrand or otherwise alter its listing on the Services, Alō will work in good faith with Indexed Property to make the necessary changes within ten (10) business days after receiving reasonable electronic notice of such required change.

5. MAINTENANCE

The Indexed Property acknowledges that certain maintenance activities regarding the Alō Platform may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the infrastructure of the Alō Platform is designed to support updates by the engineering and support teams without the need to interrupt the operation of the Alō Platform. Where such maintenance activities are not reasonably anticipated to materially impact the Indexed Property’s use of the Alō Platform, Alō will have no obligation to provide notice to the Indexed Property regarding such maintenance activities.

6. MODIFICATION

Alō reserves the right, at any time, to modify the terms of this Agreement, subject to the Indexed Property’s ability to terminate the Agreement pursuant to Article 12.2 hereof. The Indexed Property will be informed of any such changes by means of publication on the web sitewww.aloindex.com or through any other adequate means. Alō shall endeavor to provide prior notice of such changes at least fourteen (14) days prior to such changes taking effect.

7. WARRANTIES AND DISCLAIMERS

7.1 Disclaimers. Except as expressly set forth in this agreement, to the fullest extent allowable by under applicable law, Alō does not make any other representation, warranty regarding the Services, or guaranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the services provided or offered hereunder. The Services are provided on an as- is basis. Any implied warranty of merchantability, fitness for a particular purpose, title, or any warranties arising from usage of trade, course of dealing, course of performance or statutorily, are hereby disclaimed to the maximum extent permitted by applicable law. Use of or connection to the internet provides opportunity for unauthorized third parties to circumvent security precautions and illegally gain access to the Platform and Indexed Property Data. Indexed Property understands and assumes such risk. To protect Indexed Property Data, Alō may suspend Indexed Property’s use of the Services immediately and without prior notice if a breach of security is suspected.

7.2 OFAC and Bribery. Indexed Property represents and warrants that it is not and will not allow the Service to be used by any entity incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department or Office of Foreign Assets Control (“OFAC”) or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this Section is a material breach of the Agreement and Alō may immediately terminate the Agreement. You further warrant that you will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that you will not create or submit any false, inaccurate, or misleading invoices or other business documents related to any use of the Services.

7.3 Compliance with Data Privacy Laws and Data Protection Agreement. Indexed Property and Alō will comply with all applicable privacy laws and regulations and will provide help and cooperation to the other as is reasonably necessary or requested to comply with these laws and regulations.

8. PROPRIETARY RIGHTS

8.1 Indexed Property Data. As between Indexed Property and Alō, Indexed Property owns all rights, title and interest in and to all Indexed Property Data. Indexed Property has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership of and right to use all Indexed Property Data. Indexed Property warrants that it has and will have all rights and consents necessary to allow Alō to use Indexed Property Data as contemplated by the Agreement. Indexed Property hereby grants to Alō and its licensees a, royalty-free, fully-paid, perpetual, irrevocable, non-exclusive, non-transferable (except as set forth in Section 13 (Miscellaneous)), sub-licensable, worldwide license to Indexed Property Data for the purpose of (a) providing the Products and Services and any other activities expressly agreed to by Indexed Property, and (b) preparing and providing to the applicable Requesting Company(ies) the Index Reports for such Requesting Company(ies)’s and their travelers’ internal business use only.

8.2 Alō’s Intellectual Property Rights. Indexed Property acknowledges on behalf of it and its agents and affiliates that all rights, title, and interest in and to all rights (including U.S. or international intellectual property rights such as copyright, trademarks, know-how and trade secrets) in the Products, Services, and Alō Content (including all components, derivatives, modifications, and enhancements) are and will be owned exclusively by Alō or its licensors as applicable. Indexed Property has no right (including right of ownership), license or authorization to the Services, or Alō Content except as expressly set forth in Section 3.1. All other rights in and to the Products, Services, and Alō Content are expressly reserved by Alō. To the extent that any such rights vest initially with Indexed Property by operation of law or for any other reason, Indexed Property hereby perpetually and irrevocably assigns, transfers, and quitclaims all such rights to Alō.

8.3 Aggregate Data. Indexed Property hereby unconditionally and irrevocably grants to Alō all rights, title and interest in data inputted into or collected by the Platform on an aggregated and anonymous basis, that is collected in compliance with applicable laws and Alō’s Privacy Policy (“Aggregate Data”). Among other usage, Alō may use Aggregate Data to improve its products and services, provide statistical information, deliver usage data and other commercial uses. For clarity, Aggregate Data will be aggregated and anonymized and will not identify Indexed Property as the source of any specific data or finding, nor will it include any personally identifiable information of any individual users. Alō will maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of the Agreement.

9. CONFIDENTIALITY

9.1 Obligations. The receiving party will not disclose or use any Confidential Information of the disclosing party for any purpose outside the scope of the Agreement, except with the disclosing party's prior written permission. Each party will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If the receiving party is compelled by law to disclose Confidential Information of the disclosing party, it will provide the disclosing party with prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing party's cost, if the disclosing party wishes to contest the disclosure.

9.2 Remedies. The disclosing party has the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin any actual or threatened breach of this Section 9.

9.3 Exceptions. Section 9.1 will not apply to any information that: (a) is or becomes generally known to the public without the receiving party’s breach of any confidentiality obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) was independently developed by the receiving party without use of or reference to any Confidential Information or breach of any obligation owed to the disclosing party; or (d) is received from a third party without restriction and without breach of the third party’s obligation to the disclosing party.

9.4 Prior Non-Disclosure Agreement. Any existing non-disclosure agreement entered into by the parties is hereby superseded and replaced by the terms in this Section 10, which will govern all disclosures and exchanges of Confidential Information made by the parties previously under such non-disclosure agreement.

10. INDEMNIFICATION

10.1 Indexed Property Indemnity. The Indexed Property shall indemnify, defend and hold Alō harmless from and against any losses, damages, liabilities, claims and expenses of whatever kind, incurred by Alō in connection with any claim made against Alō that arises out of or relates to (a) any breach of any representations, warranties, covenants, or obligations of the Indexed Property, (b) the consequences of any unlawful, fraudulent, harassing, libelous, or obscene data, information or documents provided to Alō.

10.2 Alō Indemnity. Subject to Article 13, in the event that the Platform infringes any intellectual property rights of a third party not associated with the Indexed Property, Alō will indemnify the Indexed Property against any claim of such infringement, and shall pay any monetary judgments, reasonable and related attorneys’ fees, and costs finally awarded to the third party for such infringement, or any settlement of such claim to which Alō has agreed. The foregoing obligation does not apply to any claim arising out of or relating to any (a) access to or use of the Platform in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by Alō; (b) modification of the Platform other than (i) by or on behalf of Alō; or (ii) with Alō’s written approval; (c) Indexed Property Indemnity under Article 10.1 above.

10.3 Indemnification Process. The foregoing indemnification obligations are subject to the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.

11. LIMITATION OF LIABILITY

Notwithstanding any other provision in this Agreement, Alō shall in no event be liable for (a) damages of any kind or nature (including, for the avoidance of doubt, direct damages) in an amount that exceeds $1,000 in the aggregate, or (b) any consequential, indirect, special, punitive, exemplary or incidental losses or damages of any kind (including, without limitation, costs of cover, loss of profits, revenue, business, or loss or corruption of data) arising from or relating to this Agreement, even if Alō has been advised of the possibility of such damages occurring, in the case of each of clauses (a) and (b) of this Section 11 including but not limited to any such damages that may occur from (i) the use or inability to use the Platform or the Service, (ii) the use of the Indexed Property Data or the assessment results or Index Report of the Indexed Property by the Requesting Company(ies), or (iii) any decisions taken by Requesting Companies arising directly or indirectly from the use of the Indexed Property Data or assessment results or Index Report of the Indexed Property. The foregoing limitations of liability shall apply to the maximum extent permitted by applicable law, notwithstanding the failure of any agreed or other remedy of its essential purpose, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise.

12. TERM AND TERMINATION

12.1 This Agreement shall enter into force on the date the Indexed Property accepts the Agreement, as validated by online confirmation on the Platform. It will continue for an initial term of twelve (12) months. The Agreement will renew automatically for a period of twelve (12) months each, unless one party provides written notice to the other of its intent not to renew at least thirty (30) days prior to the end of the then-current initial or renewal term, or unless terminated by either of the parties in accordance with this Agreement.

12.2 Upon expiration or termination of this Agreement, documentation provided in electronic format will be deleted upon request.

12.3 Alō may terminate this Agreement at any time that no Requesting Company(ies) are requesting Index Reports of and about the Indexed Property any longer, by sending a written notification (or notification in an electronic form) to the Indexed Property with the effect on the date when the above notification is received by the Indexed Property.

12.4 Additionally, this Agreement may be terminated prior to the end of the term at any time by either party, effective when that party provides written notice to the other, if the other party materially breaches this Agreement and such breach remains uncured ten (10) business days after the non-breaching party provides the breaching party with written notice regarding such breach.

13. MISCELLANEOUS

Neither party may issue any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other party’s trademarks, logos or other indicia of source, association or sponsorship, in each case, without the prior written consent of the other party. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Neither party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without the other party’s prior written consent; provided that either party may assign this Agreement in its entirety without the other party’s consent to its affiliates or to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, consolidation, reorganization, acquisition, sale of equity or otherwise. Any purported assignment or delegation in violation of this sentence shall be void. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, excluding its choice of law rules. Exclusive jurisdiction and venue for any lawsuits brought by either party arising from this Agreement or related to transactions under this Agreement shall be in the federal or state courts located in the State of Delaware. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission or electronic signature shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14. APPLICATION OF THE AGREEMENT

The parties hereby agree that this Agreement sets forth the entirety of their respective rights and obligations relating to the subject matter thereof. This Agreement supersedes all prior agreements, negotiations and discussions between the parties relating thereto. Any terms or conditions of any purchase order or other documents submitted by the Indexed Property in connection with the access to or use of the Platform that are in addition to, different from, or inconsistent with this Agreement are not binding on Alō and are ineffective.