Last Updated September 30, 2019

THIS RESELLER AGREEMENT (“AGREEMENT”) WILL GOVERN YOUR RESALE OF DENSITY’S HARDWARE AND SERVICES (BOTH DEFINED BELOW) AND IS ENTERED INTO BETWEEN DENSITY INC. (“DENSITY”) AND THE BUSINESS YOU REPRESENT (“PARTNER”). THIS AGREEMENT TAKES EFFECT WHEN YOU AGREE TO THE TERMS OF THIS AGREEMENT. YOU SHOW YOUR AGREEMENT TO AND ACCEPTANCE OF THIS AGREEMENT BY REGISTERING WITH DENSITY AS A RESELLER AND CLICKING THE CHECK BOX LINKING TO THIS AGREEMENT, OR BY SIGNING AN ORDER REFERENCING THIS AGREEMENT. DENSITY’S ACCEPTANCE OF ANY ORDER IS EXPRESSLY CONDITIONED ON PARTNER’S ASSENT TO THIS AGREEMENT. NO TERMS OR CONDITIONS SET FORTH IN ANY PARTNER ORDER FORM OR PURCHASE ORDER, TO WHICH NOTICE OF OBJECTION IS HEREBY GIVEN, OR IN ANY FUTURE CORRESPONDENCE BETWEEN PARTNER AND DENSITY WILL ALTER OR SUPPLEMENT THIS AGREEMENT UNLESS BOTH PARTIES HAVE AGREED IN WRITING TO MODIFY THIS AGREEMENT. NEITHER DENSITY’S COMMENCEMENT OF PERFORMANCE NOR DELIVERY WILL BE DEEMED OR CONSTRUED AS ACCEPTANCE OF PARTNER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS.

1. Definitions

“Applicable Law” means any law, rule, regulation or ordinance applicable the relevant Party’s activities.

“Confidential Information” means all know-how, specifications, pricing information, maintenance, data sheets, sales, service and technical bulletins, customer lists, sales and marketing programs, price lists, cost data, and all other publications and information, whether or not reduced to writing, relating to the manufacture, use, marketing and sale of the Products, as well as any other information relating to the business of Density which may be divulged to Partner in connection with this Agreement.

“Claim” means any and all third-party claims, suits, actions or proceedings against a Party, including by an employee of a Party.

“Customer Agreements” means the agreement between Partner and End Customer for the purchase of Products.

“Density Indemnified Parties” means Density, its affiliates, and each of their officers, directors, employees, contractors and agents.

“Documentation” means documentation provided by Density to Partner relating to the Products, their functionality, and their use.

“End Customer” means Partner’s customer and the entity licensed under the Terms of Purchase and Service to use the Products for its own internal purposes and not for resale, lease, loan, or redistribution to, or use on behalf of, other third parties.

“Excluded Claims” means liability arising out of (a) a Party’s indemnification obligations under Section 8 (Indemnification), (b) a Party’s breach or, alleged breach, of Section 10 (Confidentiality), or (c) a Party’s gross negligence or willful misconduct.

“Hardware” means Density’s devices for use with its Services.

“Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

“Liabilities” means any and all damages, liabilities, settlement amounts, expenses (including reasonable attorney’s fees) and costs in connection with a Claim.

“Marks” means trade names, trademarks, service marks, symbols, and logos.

“Order” means a written order signed by Partner and Density for the purchase of Products to be used by End Customers.

“Partner Indemnified Parties” means Partner, its affiliates, and each of their officers, directors, employees, contractors and agents.

“Partner Opportunity” means an opportunity for the purchase of Products by an End Customer that is initiated by Partner.

“Partner Portal” means Density’s partner portal where Products and corresponding list prices are located, available at www.density.io/partners.

“Party” means each of Density and Partner, and the “Parties” means both Density and Partner.

“Products” means the Services and related Hardware as may be specified in an Order.

“Reseller Price List” means the price list for the Products outlining the various discounts available to Partner, as such list is made available in the Partner Portal or otherwise provided to Partner from time-to-time.

“Services” means Density’s people counting platform provided as a SaaS services.

“Taxes” means applicable duties, sales tax, value added tax or any equivalent tax and any applicable withholding taxes, customs, duties and other charges and fees related to the sale of the Products.

“Terms of Purchase and Service” means Density’s Terms of Purchase and Service (available at https://www.density.io/terms-of-sale) or another written license agreement entered into between Density and the End Customer, governing the End Customer’s use of the Products.

“Territory” means the United States, Canada and United Kingdom.

2. Appointment

(a) Subject to Partner’s continued compliance with this Agreement, Density appoints Partner as a non-exclusive reseller in the Territory of the Products found on the Reseller Price List to End Customers. Partner will buy and sell the Products in its own name and for its own account. Partner will act as an independent entity and is not authorized to represent Density or to act on behalf or in the name of Density. Partner will not solicit orders for the Products from customers outside the Territory.

(b) If Partner uses the Products to provide managed services, then Partner will be subject to the terms of the Terms of Purchase and Service as the “Customer” thereunder. Solely for such use, the restrictions in the Terms of Purchase and Service requiring use only for internal business purposes will not apply. Partner will not allow its managed services customers to directly log into or access the Services, and will place on its managed services customers appropriate restrictions on use of the Hardware.

3. Partner Obligations

3.1 Promotion; Marketing; Intellectual Property Rights.

(a) Partner will use its best efforts to promote and market the Products, which will include: (i) conducting itself in a professional and diligent manner representing the Products, (ii) using only marketing materials about the Products that have been approved in writing by Density (which may include by email), and (iii) meeting standards set by Density for promoting, displaying, demonstrating, and explaining the Products to End Customers. Partner will avoid deceptive, misleading, or unethical practices and will not knowingly solicit orders from any End Customer that engages in illegal or deceptive practices.

(b) Subject to the terms and conditions of this Agreement, Density grants Partner a non-exclusive, nontransferable limited license to use Density’s Marks solely to fulfill Partner’s obligations as set forth in this Agreement. Each type of use of Density’s Marks must be pre-approved, in writing, by Density. Except as set forth in this Section 3.1(b), nothing in this Agreement will grant to Partner any right, title or interest in or to Density’s Marks; and, all use of Density’s Marks, including goodwill, will inure solely to the benefit of Density. Partner will promptly notify Density of: (a) any use by any third party of Density’s Marks; or (b) any use by any third party of similar Marks which may constitute an infringement or “passing off” of Density’s Marks. Density reserves the right, at its sole discretion, to institute any proceedings against such third-party infringers and Partner will refrain from doing so. Partner will cooperate fully with Density in any action taken by Density against such third parties; provided, however, that all expenses of such action will be borne by Density and all damages which may be awarded or agreed upon in settlement of such action will accrue to Density.

3.2 Restrictions. Except as expressly authorized by this Agreement, Partner will not: (a) modify, copy, disclose, alter, translate, create derivative works of, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code or underlying ideas or algorithms of any portion of any of the Products, the Documentation, or Density’s Marks; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of any of the Products, the Documentation, or Density’s Marks; (c) use any of the Products or Documentation, or allow the transfer, transmission, export or re-export any of the Products or Documentation in violation of any export control laws or regulations administered by the U.S. Commerce Department; or (d) cause or permit any other party to do any of the foregoing. Further, partner will not: (i) adopt, use or register any words, phrases or symbols that are identical to or confusingly similar to any of Density’s Marks within any territory; (ii) challenge or assist others to challenge Density’s Marks or Intellectual Property Rights or the registration thereof, or attempt to register any Marks confusingly similar to Density’s Marks; and (iii) remove, alter or obscure any proprietary notices or any of Density’s Marks in or on the Products, including copyright notices, or permit any other party to do so.

3.3 Ownership and Reservation of Rights. As between the Parties, Density will own all right, title and interest in and to Density’s Marks and the Intellectual Property Rights associated with the Products. Density reserves all rights not expressly granted in this Agreement, and no licenses are granted by Density to Partner under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in Section 3.1(b). Further, all references in this Agreement to the “purchase” or “sale” with respect to the Services means the acquiring or granting, respectively, of a license to use the Services according to the terms of the Terms of Purchase and Sale.

3.4 Customer Agreements. Before Partner provides the Products (or any part thereof) to an End Customer, Partner will execute a Customer Agreement. Partner will ensure that all Customer Agreements are in writing and executed in such a manner that they are legally binding upon the End Customer, and Partner will enforce all Customer Agreements.

3.5 Compliance.

Partner will: (i) comply with Applicable Laws; (ii) not engage in, or acquiesce in, any extortion, kickbacks, or other unlawful or improper means of obtaining business or promoting the Products; (iii) promptly inform Density of any claim, action, or proceeding, whether threatened or pending, that comes to Partner’s attention and involves Density or the Products; and (iv) immediately notify Density of any known or suspected breach of the Terms of Purchase and Service or other unauthorized use of the Products by an End Customer or anyone else.

4. Pricing; Registration

4.1 As an authorized reseller of the Products, Partner will be entitled to purchase the Products at the various discounted prices set forth on the then-current Reseller Price List, depending on whether it is a Partner Opportunity or an opportunity initiated by Density. Prices are on a net basis and exclusive of any Taxes or shipping charges, which shall be borne by Partner.

4.2 Partner may register a Partner Opportunity by submitting the opportunity to deal-reg@density.io or by any other method communicated by Density from time-to-time in order to secure the additional discounting provided for in such instances on the Reseller Price List. The registration of a Partner Opportunity must be approved in writing by a Density representative, in his or her sole discretion, following an initial contact with the potential customer to qualify the opportunity. If such approval is granted, then the Partner Opportunity will be considered a registered opportunity (“Registered Opportunity”). The Registered Opportunity will be subject to the terms set forth in the Welcome Kit provided by Density to Partner. If Density rejects a Partner Opportunity, then one of the following will apply: (a) if the rejection is because Density was already pursuing the potential customer, then Density will reasonably demonstrate that it was already in contact with the potential customer at the time of receipt of the Partner Opportunity registration (e.g., by providing email, screen shots, etc.), and Density will be free to pursue the potential customer without obligation to Partner, or (b) if the rejection is for any other reason, then Density will not pursue the potential customer for a period of six (6) months following receipt of the Partner Opportunity registration.

5. Product Orders; Delivery

5.1 Partner will submit order requests to Density via email to orders@density.io. The order request and any subsequently signed Order must include, at a minimum, (i) Product names and model of Hardware; (ii) quantity of each Product; (iii) the pricing in accordance with Section 4; (iv) the name and physical address to which the Hardware is to be shipped, (v) if applicable, the requested delivery date of the Hardware and the start date for the Services subscription; and (v) all applicable contact information of the End Customer, including full company name, contact person, physical address, phone number, and email address. Density will inform Partner in writing or by e-mail whether Density accepts or rejects each order request within two (2) business days following receipt of the Order by Density. Partner acknowledges that Density may reject an order if the End Customer’s intended use will result in violation of Density’s Hardware technical specifications. Order requests will not be binding unless and until the order is captured in an Order signed by both Density and Partner.

5.2 If an Order includes a requested delivery date, Density will use commercially reasonable efforts to deliver the Hardware in accordance with the requested delivery dates, but will not be bound by such dates. Density will mark all Hardware for shipment to the name and address specified in the Order, and will deliver the Hardware to a carrier or forwarding agent chosen by Density or specified in the Order. In addition, Partner will include Partner’s preferred carrier and freight account number on the Order, otherwise Density will choose the carrier and bill the freight on its own account and include the cost on the invoice to Partner. Unless otherwise described in the Ordering Guidelines provided by Density from time-to-time, shipment of Hardware will be EXW (Incoterms 2010) Density’s facility, at which time title and risk of loss will pass to Partner. Density may specify from time to time via email communication to Partner a delivery lead time for Orders.

5.3 The subscriptions to the Services for each End Customer will start on the start date and run for the period specified in the applicable Order, and will renew according to the renewal terms specified in the applicable Order. Renewals for subscriptions to the Services by End Customers will be handled through Partner, unless the End Customer requests that Partner be removed as the reseller of record on the End Customer’s account.

5.4 Partner understands that the End Customer’s use of the Products is subject to the terms of the Terms of Purchase and Service and the End Customer will be required to agree to the Terms of Purchase and Service when the End Customer activates its Services subscription. Partner will ensure that a prominent link to the Terms of Purchase and Service is included on all quotations to End Customers and that Partner will inform the End Customer that the End Customer will be required to agree to the Terms of Purchase and Service when the End Customer activates its Services subscription. Density makes all warranties regarding the Products directly to End Customers via the Terms of Purchase and Service. Density will not be liable for any different or additional warranties or other commitments Partner makes to End Customers.

6. Payments

6.1 Density will issue an invoice to Partner (a) following shipment of each Order for the initial Product order or an add-on Hardware order for an End Customer, and (b) upon Order acceptance for a renewal subscription to the Services for an End Customer. Unless otherwise described in the Ordering Guidelines provided by Density from time-to-time, payments on undisputed invoices are due and payable without any deductions, setoff or counterclaims by Partner within thirty (30) days of the invoice date and will be made by wire transfer, bank check, money order or such other means as Density may specify on the invoice or otherwise.  All payments will be made in U.S. Dollars. All wire transfer fees, foreign exchange fees and other costs of payment will be paid Partner.

6.2 Density reserves the right to charge Partner interest on any overdue payments at one-and-one-half percent (1.5%) per month (18% per year), or the maximum amount allowed by applicable law, whichever is less. If Partner fails to make payment within sixty (60) days from the invoice date, Density will be entitled to withdraw any allowances, discounts or other concessions granted to Partner and all outstanding demands shall become due immediately.

7. Returns

Density makes warranties regarding the Products directly to End Customers, not to Partner, via the Terms of Purchase and Service. Density warrants to End Customers that the Hardware on the terms set forth in the Terms of Purchase and Service. This warranty runs for a period ending on the earlier of (a) five (5) years from the date of shipment, and (b) the end of the End Customer’s subscription to the Services (the “Warranty Period”). End Customer may return the defective Products within the Warranty Period directly to Density, pursuant to the terms of the Terms of Purchase and Service. Alternatively, if an End Customer contacts Partner within the Warranty Period (or within the 30-day return and cancellation period specified in the Terms of Purchase and Service) to initiate a warranty return, then Density may in its discretion work with Partner to effect such return or may handle the return directly with the End Customer. To do so, Partner must send a return request to Density at support@density.io and clearly state details on where and when the End Customer purchased the Hardware, the serial numbers of the applicable Hardware unit(s), the End Customer’s reason for returning the Hardware, and the End Customer’s name, mailing address, email address, and daytime phone number. If approved in Density’s sole discretion, Density will provide Partner with a Return Materials Authorization (“RMA”) and prepaid shipping label via email that must be included with the return shipment to Density. Partner must return the Hardware unit(s) listed in the RMA together with all included accessories, as well as the RMA document, within the 14 days from the day on which Density issued the RMA. Density will either repair or replace the Hardware with new or refurbished units in its sole discretion.

8. Indemnification

8.1 Partner will defend and indemnify the Density Indemnified Parties from and against Claims and resulting Liabilities incurred by any Density Indemnified Parties to the extent arising out of (a) any breach of this Agreement, including any representation or warranty herein by the Partner; (b) any improper use or disposition of the Products by Partner, or any modification, installation, service or repair of the Product not performed by Density or under Density’s direction; or (c) any breach of Applicable Law by Partner.

8.2 Density will defend and indemnify the Partner Indemnified Parties from and against Claims and resulting Liabilities incurred by any Partner Indemnified Parties to the extent arising out of (a) damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products, except to the extent the liability arises from or is related to the action or omission of any person or entity other than Density, or (b) alleged infringement, violation or misappropriation of any valid third party Intellectual Property Rights by the Products sold to Partner pursuant to this Agreement, unless the third party claim, action or proceeding arises out of (i) combination or use of the Products with any product, service or process not provided by Density, (ii) Density’s compliance with any requirements or specifications provided by Partner or the End Customer; or (iii) any modification made to a Product by any person or entity other than Density.

8.3 If making a claim for indemnification hereunder, the indemnified Party will provide (a) prompt written notice of any such Claim, provided that any failure to provide notice promptly shall only relieve the indemnifying Party of its obligation if its defense is materially prejudiced by the delay, (b) the indemnifying Party with sole control of the defense and settlement of the Claims and (c) all reasonably requested cooperation and assistance in connection with the defense of such Claim, at the indemnifying Party’s expense. The indemnified Party shall not settle or compromise a Claim for which it is seeking indemnification without the prior written consent of the indemnifying Party. The indemnified Party will have the right to employ separate counsel at its own expense, subject to the indemnifying Party’s control of such defense.

9. Term and Termination

9.1 Either Party may terminate this Agreement at any time, for any reason or no reason, upon thirty (30) days’ prior written notice to the other Party.

9.2 This Agreement may also be terminated as follows: (a) by written notice, in the event of a material breach of this Agreement by either Party, fourteen (14) business days after the date of receipt of written notice thereof, if such breach has not been cured by the expiration of the 14-day notice period; or (b) by written notice in the case of a Party’s bankruptcy, insolvency or similar event.

9.3 Upon expiration or termination of this Agreement, Partner and Density will cooperate to transition the relationship with all End Customers directly to Density, including promptly providing Density with contact and related information for all End Customers. Density will have the right to continue providing End Customers with Products, or to otherwise engage in business with End Customers, after expiration or termination of this Agreement without any obligation to Partner.

9.4 Termination, expiration, cancellation, or abandonment of this Agreement through any means and for any reasons shall not relieve the Parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement.

9.5 Sections 1, 6 and 7 (each, solely with respect to payment obligations accrued prior to the effective date of termination or expiration), 8, 9.3-9.5, 10, 11, and 12, as well as any other sections which, by their nature when taken as a whole, a reasonable person would deem intended to survive, will survive any termination or expiration of this Agreement. Expiration or termination of this Agreement will not affect remedies either Party may have for breach of this Agreement by the other Party prior to such expiration or termination.

10. Confidentiality

Partner will treat as confidential all Confidential Information. Partner will not use Confidential Information except to exercise its rights or perform its obligations under this Agreement and will not disclose Confidential Information to any third party. The obligations hereunder will not apply to Confidential Information which is (i) in the public domain or subsequently enters the public domain through no act or omission of the Partner; or (ii) already known to Partner at the time of disclosure without a duty of confidentiality, as established by competent proof. Partner will not be restricted from disclosing Confidential Information to the extent that it is required to be disclosed by law, government agency, governmental regulation, or court order, so long as Partner provides Density with prior written notice of any such disclosure and a reasonable opportunity to seek confidential treatment or a protective order, if appropriate. The obligations in this Section 10 will be applicable during the term of this Agreement and for a period of three years following the return or destruction of the Confidential Information and all copies thereof. The confidentiality provisions of this Agreement supersede and replace the terms of any nondisclosure agreement previously executed between Density and Partner.

11. Disclaimer of Warranties; Limitation of Liability

11.1 EXCEPT FOR THE EXPRESS WARRANTY PROVIDED DIRECTLY BY DENSITY TO END CUSTOMERS AS DESCRIBED IN SECTION 7, THERE ARE NO ADDITIONAL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, AND THE PRODUCTS ARE OTHERWISE PROVIDED “AS IS”. DENSITY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE, WITH RESPECT TO THE PRODUCTS. DENSITY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS. DENSITY DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR THAT OPERATION OF ANY PRODUCTS WILL BE TIMELY, SECURE OR UNINTERRUPTED. PARTNER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF DENSITY TO ANY END CUSTOMER OR OTHER THIRD PARTY.

11.2 EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, LOST PROFITS OR OTHER INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE LESSER OF (A) THE AMOUNTS PAID OR OWED BY PARTNER TO DENSITY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS THAT GIVE RISE TO THE APPLICABLE CLAIM, AND (B) US$500,000. NOTWITHSTANDING THE FOREGOING, EACH PARTY’S LIABILITY FOR EXCLUDED CLAIMS WILL BE LIMITED TO THE LESSER OF (Y) THREE (3) TIMES THE AMOUNTS PAID OR OWED BY PARTNER TO DENSITY UNDER THIS AGREEMENT, AND (Z) US$2,000,000.

12. Miscellaneous

12.1 Assignment. This Agreement will be binding upon and inure to the benefit of the respective Parties and their permitted assigns and successors in interest. Partner may not assign its rights and obligations under this Agreement without the written consent of Density, except pursuant to a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns.

12.2 Severability. If any term or provision of this Agreement is determined to be invalid, void or unenforceable, that term or provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties and the remainder of this Agreement will remain in full force and effect. If the result is nonetheless a material change in the terms of this Agreement, then this Agreement will immediately terminate.

12.3 Waivers. All waivers must be in writing and signed by the waiving Party. Neither Party will, by the lapse of time, and without giving notice, be deemed to have waived any of its rights under this Agreement. No waiver of a breach of any provision of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

12.4 Notices. Any notices required hereunder this Agreement: (1) must be in writing (which may be by electronic mail); (2) must be delivered either by a nationally or internationally recognized overnight delivery service with delivery confirmation and tracking services or electronically, in the case of Partner, to Partner’s main contact email address on file with Density, and in the case of Density, to legal@density.io; (3) must be delivered to the applicable Party at the address set forth below, or such other address as a Party may designate by notice in accordance with this provision; and (4) will be deemed given on the date of delivery.

12.5 Equitable Relief. Partner acknowledges that a breach by it of the terms and conditions of this Agreement may cause irreparable harm to Density, which may not be compensable by monetary damages. Accordingly, in addition to potential money damages, Partner acknowledges that a breach by it of the terms and conditions of this Agreement shall be sufficient grounds for the granting of an injunction against Partner by a court of competent jurisdiction.

12.6 Governing Law. This Agreement shall be construed and enforced under the laws of the State of California without regard to its conflicts of laws principles and any action maintained by the Parties hereto shall be commenced solely within the state or federal courts located in San Francisco County, California, and any defense of lack of personal jurisdiction, improper venue, or forum non-conveniens is hereby waived.

12.7 Entire Agreement. This Agreement, including any exhibits, is the final and complete expression of all agreements between the Parties and supersedes all previous oral and written agreements regarding these matters. No terms of a purchase order or other ordering document submitted by Partner will be binding. Except pursuant to Section 12.8, it may be changed only by a written agreement signed by the Party against whom enforcement is sought. Any exhibits or Density documents referred to in this Agreement are incorporated by this reference as if fully set forth here.

12.8 Updates to this Agreement. From time to time, Density may change, modify, add, or remove portions of this Agreement (each an “Update”), and reserves the right to do so in its sole discretion. If Density Updates this Agreement, it will make the Updated Agreement available here, and the Updated Agreement will indicate the date of the latest revision. Partner is encouraged to review this Agreement periodically for changes. In the event that Updates to this Agreement materially alter Partner’s rights or obligations hereunder, Density will make reasonable efforts to notify Partner of the Updates. For example, Density may send a message to Partner’s email address that is currently associated with its Density account or generate a pop-up or similar notification when Partner accesses its Density account for the first time after such material changes are made. All Updated Agreements automatically take effect thirty (30) days after they are posted, except that (i) disputes between Partner and Density will be governed by the version of this Agreement that was in effect on the date the dispute arose and (ii) unless specifically agreed otherwise, if Partner does not agree with any changes to this Agreement, Partner may terminate this Agreement as set forth above. Partner’s continued access to or use of the Services after an Updated Agreement has become effective indicates that Partner has read, understood and agreed to the current version of this Agreement.