Starred Master SaaS Agreement (MSA)
This Master Starred SaaS Agreement (this "Agreement"), effective as of {DATE} (the "Effective Date"), is by and between Starred (as defined in Section 1 below) and {Customer Name}, {STATE DESCRIPTION} [corporation][limited liability company][general partnership][limited partnership][{OTHER ENTITY}] with offices located at {STREET ADDRESS}, {CITY}, {STATE} {ZIP CODE},{COUNTRY} ("Customer"). Starred and Customer may be referred to herein collectively as the "Parties" or individually as a "Party.")
Definitions
The terms in the General Terms and Conditions of which the first letter is capitalized have the following meaning.
(a) "Account" means the online environment, made available to the Customer, whereby the Customer can administer and configure (certain aspects of) the Services, as well as the configuration(s) and data stored by the Customer.
(b) "Administrator(s)" has the meaning set forth in Section 3(c).
(c) "Affiliate" means, in relation to a Party, any other entity which directly or indirectly controls, is controlled by, or is under direct or indirect common control with that Party;
(d) "Aggregated Statistics" has the meaning set forth in Section 2(e).
(e) "Authorized User" means Customer's employees, consultants, contractors, and agents, including one or more Administrators, (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and the Statement of Work and (ii) for whom access to the Services has been licensed hereunder.
(f) "Confidential Information" has the meaning set forth in Section 6.
(g) "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
(h) "Fees" has the meaning set forth in Section 5(a).
(i) "Losses" has the meaning set forth in Section 10(a)(i).
(j) "Services" means the Starred SaaS based solutions for HR departments and recruiting teams to improve employee engagement and/or candidate experiences, as updated from time to time by Starred and as agreed upon in the Statement of Work.
(k) "Service Suspension" has the meaning set forth in Section 2(d).
(l) "Starred" means Starred B.V., a Dutch corporation with offices located at Wibautstraat 137 D, 1097 DN, Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 55735452, or, if Customer is located in the United States of America, Starred USA Inc., a Delaware corporation with offices located at 228 East 45th Street, Suite 9E, New York, New York 10017, USA.
(m) "Starred IP" means the Services and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing, as well as benchmark reports set forth in Section 13(f). Starred IP does not include Customer Data.
(n) "Statement of Work" means the mutually agreed upon written license order, executed by both Parties, setting forth in detail the commercial terms and specifications of a specific Customer order, governed by this Agreement.
(o) "Term" has the meaning set forth in Section 12(a).
(p) "Third-Party Claim" has the meaning set forth in Section 10(a)(i).
Access and Use
(a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees, as defined in Section 5(a) below, and compliance with this Agreement and the applicable Statement(s) of Work, Starred hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s use and governed by the Starred user policies, available through the Account. Starred shall provide Customer with the necessary passwords and network links or connections to allow Customer to access the Account and the Services.
(b) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement or the relevant Statement(s) of Work. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(c) Reservation of Rights. Customer understands and agrees that Starred continues to develop and improve its Services for all of its customers and that amendments to the Services may be introduced by Starred without prior notice. Starred will provide prior notice of any amendments that may affect the functionality of the Services substantially. Starred reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Starred IP.
(d) Suspension. Notwithstanding anything to the contrary in this Agreement, Starred may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Starred reasonably determines that (A) there is a threat or attack on any of the Starred IP; (B) Customer, or any Authorized User, is using the Starred IP for fraudulent or illegal activities; (C) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (D) Starred’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (ii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), or (ii) a “Service Suspension”). Starred shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Starred shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Starred will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
(e) Aggregated Statistics. As an indispensable part of the Services, Starred will monitor and analyze Customer’s use of the Services, and collect and compile data and information related to such usage, for the sole purpose of enhancing the Services and generating anonymized benchmarks that provide valuable comparisons and performance metrics, allowing customers to assess their own performance within a broader context (“Aggregated Statistics”). The Aggregated Statistics do not include any (i) information identifying Customer or any individual or (ii) Customer’s Confidential Information.
Customer Responsibilities
(a) Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement or the Starred user policies available through the Account, if taken by Customer, will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
(b) Customer and Authorized Users must provide accurate and complete information as requested by Starred for the purpose of setting up the Account and providing the Services, and keep this information up to date. Failure to do so may result in incorrect output of the Services for which Starred cannot be held responsible or liable. If Starred reasonably suspects that certain information is not correct or outdated resulting in incorrect output of the Services, Starred will notify Customer in writing, and Parties will reasonably discuss correction of the information as soon as possible. If Parties cannot agree on correction of information resulting in incorrect output of the Services, as determined by Starred, each Party may terminate this Agreement as set forth in Section 11(b)(ii) hereunder. In such case, termination will be the sole remedy and neither Party will be liable for damages of the other Party.
(c) Through the settings in the Account, Customer will inform Starred of one or more administrators who are authorized to represent Customer and decide on Customer’s behalf all matters related to the Services (the “Administrator(s)”).
Service Levels and Support
Subject to the terms and conditions of this Agreement, Starred shall use commercially reasonable efforts to make the Services available and to provide support services as set forth in the Statement of Work.
Fees and Payment
(a) Fees. Customer shall pay Starred the fees (“Fees”) as set forth in the relevant Statement of Work without offset or deduction. Customer shall make all payments hereunder in the currency and payment conditions set forth in the Statement of Work. If Customer fails to make any payment when due, without limiting Starred's other rights and remedies: (i) Starred may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Starred for all reasonable costs incurred by Starred in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Starred may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, VAT, and excise taxes, if applicable, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Starred's income.
Confidential Information
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership
(a) Starred IP. Customer acknowledges that, as between Customer and Starred, Starred and/or its licensors own all right, title, and interest, including all intellectual property rights, in and to the Starred IP.
(b) Customer Data. Starred acknowledges that, as between Starred and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Starred a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as necessary to provide the Services to Customer.
Privacy and Security
(a) As the processor of personal data controlled by Customer, Starred shall comply with all applicable data protection laws and regulations that apply to its provision of Services, including, where applicable, the California Consumer Privacy Act and the General Data Protection Regulation.
(b) Parties will separately agree on a Data Processing Agreement in writing, if required by law.
Limited Warranty and Warranty Disclaimer
(a) Starred warrants that the Services will conform in all material respects with the Statement of Work, when accessed and used in accordance with the Starred user policies available through the Account.
(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE STARRED IP AND SERVICES ARE PROVIDED "AS IS" AND STARRED HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STARRED SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), STARRED MAKES NO WARRANTY OF ANY KIND THAT THE STARRED IP, OR ANY SERVICES, PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification
(a) Starred Indemnification.
(i) Starred shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies Starred in writing of the claim, cooperates with Starred, and allows Starred sole authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, Customer agrees to permit Starred, at Starred's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Starred determines that neither alternative is reasonably available, Starred may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software not provided by Starred or authorized by Starred in writing; (B) modifications to the Services not made by Starred; or (C) Customer Data.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, defend Starred from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement or the Starred user policies available through the Account; (iii) use of the Services in combination with data, software, or technology not provided by Starred or authorized by Starred in writing; or (iv) modifications to the Services not made by Starred, provided that Customer may not settle any Third-Party Claim against Starred unless Starred consents to such settlement, and further provided that Starred will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND STARRED'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Limitations of Liability
IN NO EVENT WILL STARRED BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER STARRED WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL STARRED'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO STARRED UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.
Term and Termination
(a) Term. Unless agreed upon in writing in a Statement of Work differently, the term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for as long as a Statement of Work is in effect, and this Agreement will automatically expire upon the termination or expiration date of the last effective Statement of Work between the Parties (the "Term").
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Starred may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 5 days after Starred's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(b);
(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 10 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Starred IP and, without limiting Customer's obligations under Section 5, Customer shall delete, destroy, or return all copies of the Starred IP and certify in writing to the Starred that the Starred IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
(d) Survival. This Section 12(d) and Sections 5, 6, 7(b), 8, 9, 10, 11, and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous
(a) Entire Agreement. This Agreement, together with the relevant Statements of Work, the Starred user policies available through the Account, as well as any other documents incorporated herein by reference and all related Exhibits, if any, 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, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and addressed to the Parties and the Administrator(s) at the email address set forth in the Statement of Work. Except as otherwise provided in this Agreement, a notice is effective only upon receipt by the receiving Party.
(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, Covid19, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Benchmark Reports. Starred publishes benchmark reports periodically through online and/or offline channels, based on the anonymized benchmarks created for its customers. These reports do not include any (i) references to specific customers or individuals or (ii) Confidential Information. Sample benchmark reports can be found here.
(g) Governing Law; Submission to Jurisdiction.
(i) Any and all agreements between the Parties, including this Agreement and any Statement of Work, shall be governed by and construed in accordance with the laws of the Netherlands, notwithstanding any conflict of law principles. The Parties agree that any suits, actions, or proceedings that may be instituted by any Party shall be initiated exclusively before the competent courts of the Netherlands, located in Amsterdam, the Netherlands, and the Parties do hereby consent to the jurisdiction of those courts and waive any objection which they may have, now or hereafter, to venue of those suits, actions or proceedings.
(ii) Only for Customers located in the United States: Unless stated otherwise in writing, any and all agreements between the Parties, including this Agreement and any Statement of Work, shall be governed by and construed in accordance with the laws of the State of New York, USA, notwithstanding any conflict of law principles. All disputes and controversies arising out of or relating to this Agreement, a Statement of Work, and any other agreements between the parties shall be finally and bindingly resolved under the Commercial Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. Additionally, in case of unpaid invoices, Starred may bring suit against Customer in the applicable state or federal courts of New York County, New York, and/or in the jurisdiction in which the Customer holds offices.
(iii) ANY CAUSE OF ACTION AGAINST A PARTY, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(h) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Starred. Starred may assign its rights and obligations under this Agreement to an Affiliate or to any entity that it merges with or that it transfers part or all of its business to.
(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 6 and 7, or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(j) Parties will maintain throughout the Term commercial liability insurance from a reputable carrier as customary in their respective industries.
(k) Counterparts. 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
☐ STARRED B.V. / ☐ STARRED USA INC. | {CUSTOMER NAME}
By: ____________________ By: ____________________
Name: ____________________ Name: ____________________
Title: ____________________. Title: ____________________