Halo IOT Smart Sensor Administrator's Manual page 42

Licensor and Licensee shall be solely and finally settled by arbitration administered by the American
Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall
take place before a panel of one arbitrator sitting in New York County, New York. The language of the
arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the
laws of the State of New York. The decision of the arbitrator(s) shall be in writing with written findings of
fact and shall be final and binding on the parties. Each party shall bear all of its own costs, including but not
limited to attorneys' fees, actually incurred in connection with any such arbitration proceedings; provided,
however, that if Licensor is the prevailing party, then it shall be entitled to reimbursement for its
reasonable attorneys' fees and related costs expended in connection with the arbitration. With respect to
any arbitration hereunder, as stated above, Licensee hereby expressly waives any right to consolidate any
claim and/or participate in any class-action claim of any kind or nature.
(b) Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by
reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is
due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities,
war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-
availability of electrical power, or Licensee equipment, loss and destruction of property, or any other
circumstances or causes beyond Licensor's reasonable control.
(c) All notices, requests, demands, and other communications hereunder shall be in writing and shall
be deemed to have been given: (i) when delivered by hand; (ii) when received by the addressee if sent by a
nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with
confirmation of transmission) if sent during normal business hours of the recipient, and on the next
business day if sent after normal business hours of the recipient; or (iv) on the third day after the date
mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications
shall be sent to the respective parties at the addresses set forth on any applicable order form for a Product
containing the Software or, in the case of Licensee, may also be sent to any contact information provided to
Licensor in registering the Software or any Product(s) containing the Software.
(d) This Agreement, together with any documents or policies that are incorporated by reference herein,
constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, with respect to such subject matter.
(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer
any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily,
by operation of law, or otherwise, without Licensor's prior written consent, which Licensor may give or
withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations
or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this
Section 15(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or
otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's
consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective
permitted successors and assigns.
(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person
any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this
Agreement.
(g) This Agreement may only be amended, modified, or supplemented by a written agreement signed
by each party hereto. No waiver by any party of any of provision herein shall be effective unless set forth in
writing and signed by the waiving party. Except as set forth in this Agreement, no failure to exercise, or
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