Jackson Hedden, LLC

CUSTOMER TERMS OF SERVICES Agreement

last revised November 3, 2021

Welcome to Jackson Hedden, which is owned and operated by Jackson Hedden, LLC, an Alabama limited liability company with its principal place of business at 140 Village Street #202 Birmingham AL 35242 (“JHLLC” or “we”). This Customer Terms of Services (“Terms”), dated as of last signature date below is made and entered into between JHLLC and you (“you” or “your” or “Customer”) and governs your access to and use of the JHLCC website, jacksonhedden.com (the “Site”) and the products and services that are offered by JHLLC through the Site, including accessing of JHLLC’s design work or prototyping services (“Services”).

THESE TERMS CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT BY AND BETWEEN YOU AND JHLLC. BY ACCESSING OR USING THE “SITE”, CLICKING ON THE “AGREE AND CONTINUE”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

1. Changes and Updates to the Terms

JHLLC may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified version on the Site for Proposals placed or services rendered after such modifications have been posted. JHLLC will also update the “Last Updated” date at the top of these Terms. Any changes to these Terms will be effective immediately for new users of the Site or Services and will be effective thirty (30) days after posting or providing notice of such changes on the Site for existing users (whichever is earlier). JHLLC may require you to provide consent to the updated Terms in a specified manner before further use of the Site or Services is permitted. If you do not agree to any changes after receiving a notice of such changes, you shall stop using the Site and Services. Otherwise, your continued use of the Site or Services shall be deemed your conclusive acceptance of the modified Terms.

2. Work Proposal

JHLLC will not provide services until you have paid the Fees for us to provide those services. You are solely responsible for ensuring that the Specifications in the proposal are accurate and complete before paying for it. YOU MAY NOT AMEND OR MODIFY THE SPECIFICATIONS AFTER YOU HAVE Paid your fees.

3. Cancellation of Proposal

SINCE EACH Proposal IS CUSTOM-designed, YOU MAY NOT CANCEL AN Proposal ONCE work has begun. JHLLC does not issue any refunds after you have paid the Fees associated with a specific portion of work as outlined in the proposal. If you have not paid the Fees, you are still obligated to pay such Fees in accordance with the payment terms set forth in Section 6. JHLLC reserves the right to cancel your Proposal, in part or in whole, after it has been issued for any of many reasonable reasons, as determined by JHLLC. In the event JHLLC cancels your entire Proposal, JHLLC will notify you, and you will be refunded for such cancellation.

4. Changes to the Proposal

We reserve the right to alter, modify or change the Specifications in the event we determine that the design, prototyping, or manufacturing of the product is impossible, economically impracticable, or otherwise is likely to have an adverse impact on the resulting deliverables. If JHLLC makes a request to change the Proposal or Specifications (“Change Proposal”), you must use best efforts to accommodate our request. You agree to respond to the Change Proposal request within one (1) business day of the date of the Change Proposal request. Otherwise, we will cancel the Proposal.

5. Delivery

JHLLC will use commercially reasonable efforts to deliver the services on or before the Delivery Date specified in the Proposal.

6. Fees, Payment Terms and Taxes

You agree to pay JHLLC the fees and charges set forth in the Proposal together with any applicable shipping and handling fees (together, the “Fees”). Payment for Proposal under these Terms must be made by credit card, debit card, ACH, or wire transfer before JHLCC begins work on the Proposal. You hereby (a) authorize JHLLC (or its authorized payment processor) to charge the credit/debit card number you provide via the Site, and (b) represent and warrant that you are authorized to use and have Fees charged to the credit/debit card number you provide on the Site. It is your responsibility to keep your payment information up to date. Any additional fees related to the Proposal, Change Proposal, shipping and handling fees or any other additional fees incurred after the Proposal date will be collectively referred to herein as “Fees” and payment terms shall be the same, as set forth above in this Section 6. Customer will pay all invoices in U.S. Dollars. If your payment is not timely received by JHLCC, we may (a) stop all Services under these Terms until payment, or assurances of payment satisfactory to JHLLC, are received, (b) delay service deliverables, and (c) to the extent that JHLCC’s personnel cannot be reassigned to other billable work during such stoppage, or restart costs are incurred, charge you for additional fees before the Services can resume (provided we will use reasonable efforts to notify you of such charges in advance). Interest on any late payments shall accrue at the rate of one percent (1%) per month or partial month during which any sums under any such payment invoices were owed and unpaid, or the highest rate permitted by law, whichever is lower, from the date such amount is due until finally paid. In the event of a significant change in material costs (i.e., 3% or more) to manufacture or prototype the Product after a proposal has been issued, you and JHLCC will negotiate in good faith the price increase. If we are not able to agree to a price increase, JHLCC shall have the right to cancel your Proposal without liability for any costs, any expenses or any damages incurred as a result of JHLCC’s inability to manufacture or prototype your Product at the price initially quoted. All costs, taxes, duties, tariffs and charges related to fulfilling any Proposal, shall be paid by you, unless otherwise agreed to by JHLCC in writing, including value added taxes, duties, tariffs or other governmental or regulatory charges in any country resulting from the performance of the Services, except for taxes related to JHLCC’s income for which JHLLC is directly responsible.

7. Subcontracting and Manufacturing Partners

JHLLC will either provide services or subcontract with one or more of its partners to have the services provided.You expressly consent to JHLLC’s use of any partners or subcontractors (“ Partner(s)”) that JHLLC deems necessary and appropriate in connection with the performance of JHLLC’s obligations hereunder. As such, you acknowledge and agree that JHLLC may share your Specifications and all information provided by you with our Partners in Proposal to process your Proposal and perform the Services. Except for the obligations set forth below in Section 8 (Returns) and Section 10 (Representations and Limited Warranties) JHLLC will not be responsible for the acts, omissions, performance or lack of performance of its Partners.

8. Refunds

JHLLC does not issue refunds for services provided as laid out in the proposal. If you request changes to provided services after delivery, you will reimburse us for any and all costs, fees, and expenses to change or redo the services.

9. Ownership of Intellectual Property Rights and Limited Purpose License

As between you and JHLCC, you own all right, title, and interest in and to your Specifications, including the copyrights, moral rights, trademark rights, patent rights, trade secret rights, and any other form of intellectual property rights recognized in any jurisdiction, including applications, continuations and registrations for any of the foregoing (“Intellectual Property Rights”) relating to your Specifications. All products designed by JHLLC must bear “Jackson Hedden”’s name in a small and tasteful font, either on the product packaging or in the product description section of the website. Subject to the Terms, you hereby grant to JHLLC a non-exclusive (with a right to sublicense), royalty-free, fully paid-up, worldwide right and license to (a) use your Specifications, including Intellectual Property Rights, to manufacture your Product and to transfer your Specifications and Intellectual Property Rights to a manufacturer within the JHLLC network solely to enable such Manufacturing Partner to make the Product and (b) grant one or more Manufacturing Partner within the JHLLC network the right and license to use and modify your Specifications and Intellectual Property Rights to perform the obligations set forth in the Proposal. JHLLC provides the Services described herein to multiple customers. You acknowledge that existing, planned or future products that are developed or manufactured by JHLLC may be competitive with your Products. You agree that nothing (including, but not limited to, accepting these Terms or obtaining your Specifications) will preclude JHLLC (by implication or otherwise) from developing or manufacturing, or from licensing, marketing, promoting, or distributing, any other products (“JHLLC Products and Services”), whether or not such JHLLC Products and Services are substantially similar to or competitive with your Products and the Services we manufacture for you.

10. Representations and Limited Warranties

JHLLC does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While JHLLC attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services. JHLLC assumes no responsibility for the Specifications and materials selected by you for the Products. You are solely responsible for the Specifications and performance of the Products and all liability arising therefrom. Disclaimer.

EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN, THE SITE, THE JHLLC INTELLECTUAL PROPERTY, THE PRODUCTS MANUFACTURED BY JHLLC PURSUANT TO A Proposal, QUOTE OR SOW AND ALL SERVICES, AND ALL INFORMATION AND CONTENT THEREIN, ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THIS SECTION 13 SETS OUT YOUR EXCLUSIVE REMEDIES AND JHLLC’S SOLE OBLIGATION FOR CLAIMS BASED ON DEFECTS IN OR FAILURE OF ANY PRODUCT OR ANY SERVICES PROVIDED BY JHLLC OR THE SUBJECT MATTER OF ANY PRODUCT OR SERVICE AND ARE IN LIEU OF AND REPLACE ALL OTHER REMEDIES, RIGHTS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF PERFORMANCE, A COURSE OF DEALING, OR TRADE USAGE. PROVIDED ALWAYS THAT JHLLC DOES NOT EXCLUDE OR LIMIT ITS LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING TO THE EXTENT A COURT OF COMPETENT JURISDICTION FINDS WAS DIRECTLY CAUSED BY JHLLC’S GROSS NEGLIGENCE OR INTENTIONAL LIABILITY THAT CANNOT BY LAW BE LIMITED OR EXCLUDED.

You represent and warrant the following (i) you have full power to enter into this Agreement and to carry out its obligations under these Terms, (ii) you own all right, title, and interest in and to Specifications, content, information and all Intellectual Property Rights that you upload unto the Site (or otherwise make available to JHLLC), (iii) the Specifications and all intellectual property provided by you does not infringe upon any rights of any third parties, (iv) you have conducted, and will conduct, all patent, trademark and copyright searches necessary to identify and evaluate any potential infringement claims with respect to the Products and Services performed under this Agreement; and JHLLC’s or its Manufacturing Partner’s use and making of the Product does not violate or misappropriate any third-party’s intellectual property rights. You are responsible for notifying JHLLC in writing of the specific materials declaration requirements that you determine to be applicable to the Products and shall be solely liable for the adequacy and sufficiency of such determination and information. JHLLC assumes no responsibility for the design and materials selected by you for the Products that are the subject of this Agreement or any Proposal or SOW. You retain sole legal responsibility for the Specifications, including design, condition, safety, suitability, merchantability, operability and performance of the Products and all liability arising therefrom. You represent and warrant that you shall comply, at your own sole cost and expense, with all applicable statutes, regulations, rules, ordinances, codes and standards (collectively, “Laws”) governing the manufacture, assembly, transportation, import, export, or sale of Products and provision of the Services. Without limiting the foregoing Laws, this includes but is not limited to all applicable commerce, transportation, environmental, occupational safety, securities, export, employment and labor Laws, including the Export Compliance obligations set forth in Section 14 Below.

11. Limitations of Liability

JHLLC does not and will not (a) perform development or design related manufacturing services, or assess the viability of your Specifications (or the Intellectual Property Rights with respect to Specifications), (b) bear any responsibility or liability with respect to the Specifications and Products created by you or any Manufacturing Partner, except as otherwise expressly agreed herein, or (c) bear any liability associated with the proposed modification to your Specifications on the JHLLC Platform by way of the drawing annotations feature or other provision of DFM Feedback, whether such modifications are proposed by JHLLC, Customer, any Manufacturing Partner, or otherwise. Therefore, you acknowledge and agree that your use of our Site and Services is at your sole risk.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JHLLC WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU IN CONNECTION WITH THE SITE, THE SERVICES, YOUR SPECIFICATIONS, ANY PRODUCTS CREATED FROM YOUR SPECIFICATIONS, ANY THIRD-PARTY MATERIALS, ANY JHLLC MATERIALS AND/OR THESE TERMS, WHETHER OR NOT JHLLC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JHLLC’S TOTAL LIABILITY IN CONNECTION WITH THE SITE, THE SERVICES, YOUR SPECIFICATIONS, ANY PRODUCTS CREATED FROM YOUR SPECIFICATIONS, ANY THIRD PARTY MATERIALS, ANY JHLLC MATERIALS, AND/OR THESE TERMS WILL NOT EXCEED THE PRICE THAT YOU ACTUALLY PAID TO HAVE THE PRODUCT(S) PRODUCED FROM THE SPECIFICATIONS YOU SUBMITTED VIA THE SITE UNDER YOUR NAME, YOUR COMPANY’S NAME, AND/OR THE JHLLC ACCOUNT ASSOCIATED WITH SUCH SPECIFICATIONS.

YOU AGREE THAT UNDER NO CIRCUMSTANCE WILL JHLLC BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY RESULTING FROM ANY DEVELOPED PRODUCT OR OTHER SERVICES.

To the fullest extent permitted by law, you hereby release JHLLC and its affiliates and subsidiaries, and their officers, directors, employees, agents, and consultants and their successors from and against any and all claims, demands, losses, damages (actual and consequential), rights, liabilities and actions of any kind, including but not limited to any and all causes of action related to or arising from the obligations set forth in Sections 10, 11, 12, 13, 14, and 15 of these Terms, that relate to or arises from the Services or your Products.

12. Indemnity

The Client hereby indemnifies and agrees to hold Jackson Hedden, LLC harmless from and against all loss, cost, liability, claim, damage, fine, penalty, and expense, including reasonable attorneys’ fees and disbursements in connection with or arising from any acts, omissions, or negligence of the Client or the contractors, agents, employees, or licensees of the Client or any person claiming under the Client in or about the designed products in any way whatsoever (including but not limited to such claims based on products’ liability, negligence, design defect, intellectual property rights, advertising, misrepresentation, licensing, contract and tort), either prior to, during or after the expiration of, the term of this Agreement, without limitation Jackson Hedden, in good faith represents that the concepts developed do not infringe the copyrights or the rights of any other party

13. Site Restrictions

You agree that you will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Site and Services. You will not or permit any third party to: (a) engage in any harassing, threatening, intimidating, predatory or stalking conduct; (b) use or attempt to use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site or use another user’s account without authorization from that user and JHLLC; (c) impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity; (d) reverse engineer, disassemble or decompile the Site, the pricing and matching algorithms of JHLLC, or JHLLC’s geometry parsing engine; (e) access the Site in Proposal to build a similar or competitive website, application or service; (f) copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors; (g) modify our Site or Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Site or Services; (h) use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner; (i) reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; (j) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services; (k) develop or use any applications that interact with our Services without our prior written consent; (l) send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; (m) bypass or ignore instructions contained in our robots.txt file; or (n) use our Services for any illegal, illicit or unauthorized purpose, including to manufacture any products, components, goods or tools designed or intended for use in firearms, weapons or engage in, encourage or promote any activity that violates these Terms. You may share Specifications and other content with us only if such content is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any Specifications or other content that: (a) is unlawful, or would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law; (b) may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; (c) impersonates, or misrepresents your affiliation with, any person or entity; (d) contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or (e) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose JHLLC or others to any harm or liability of any type. Enforcement of these Site Restrictions is solely at our discretion, and failure to enforce this Section 13 in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, the terms of this Section 13 do not create any private right of action on the part of any third-party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

14. Export Compliance

You are hereby on notice that the Export Administration Regulations (“EAR”) (15 CFR. § 730 et seq.) and the International Traffic in Arms Regulations (“ITAR”) (22 CFR § 120-130) impose restrictions on the export of certain technology or technical data listed on the Commerce Control List (“CCL”) or U.S. Munitions List (“USML”). Any data uploaded to the JHLLC Platform (e.g., Requests for Quote, Specifications) may be accessed by certain non-U.S. parties, including non-U.S. Manufacturing Partners. You agree not to upload to the JHLLC Platform any technology or technical data that is listed or otherwise controlled on the CCL or USML. By uploading technology or technical data to the JHLLC Platform you represent and warrant that the uploaded data is not listed or otherwise controlled on the CCL or USML. Per Section 12, you agree to indemnify and hold JHLLC harmless for all liabilities or losses in connection with your failure to comply with this Section. JHLLC expressly reserves the right to suspend your access to the JHLLC Platform in the event of a suspected or actual violation of this Section. You shall promptly notify JHLLC of any actual or suspected violation of this Section.

15. Production Restrictions

You agree that you will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Site and Services. JHLLC, in its sole discretion, reserves the right to refuse to design, prototype, or manufacture any products which are illegal to produce. This includes, without limitation: (a) Counterfeit parts or parts that violate another company’s IP; (b) Products for illegal weapons (ex. Assault weapon parts, switchblades, firearms not legal); and (c) Products that would otherwise violate any US federal or Alabama state laws. JHLLC, in its sole discretion, reserves the right to refuse to design, prototype, or manufacture any products that are intended to be used for the development of a device that could be used to cause harm or property damage. This includes, without limitation: (a) Any parts that could be a prototype of a firearm, bladed or bludgeoning weapon, explosive, or other implement of harm (ex. 3D printed prototypes, non-functional machined prototypes, etc.); (b) Any parts that could be used in the production of a firearm, bladed or bludgeoning weapon, explosive, or other implement of harm (ex. fixtures, rough machined blanks, etc.); and (c) Products for prototype or production of military weapons. Enforcement of these Production Restrictions is solely at our discretion, and failure to enforce this Section 15 in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, the terms of this Section 15 do not create any private right of action on the part of any third-party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

16. Hyperlinks and Third-Party Materials

You may create a hyperlink to the Services for noncommercial purposes, but you may not use, frame or utilize framing techniques to enclose any JHLLC Materials (including any JHLLC Marks) without JHLLC’s prior written consent. JHLLC may make third-party content or services available on or through the Services (collectively, the “Third-Party Materials”) solely as a convenience to its users (e.g., links to third-party websites, advertisements and promotions from third parties, and the ability to use social media and other tools provided by third parties).

YOUR USE OF ANY THIRD-PARTY MATERIALS IS SOLELY AT YOUR OWN RISK AND SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS AND PRIVACY POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS. JHLLC

does not control, endorse, or adopt any Third-Party Materials and makes no representation or warranties of any kind regarding the Third-Party Materials, including without limitation regarding the accuracy or completeness of such Third-Party Materials. Your business dealings or correspondence with such third-party, and any terms, conditions, warranties, or representations applicable to the Third-Party Materials, are solely between you and such third-party. When you leave our Site, these Terms and all other JHLLC policies no longer govern your use of such websites and services or any content contained thereon.

17. Miscellaneous Terms

a. Entire Agreement. These Terms (together with any terms and conditions incorporated by reference) set forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersede any and all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.

b. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Alabama applicable to agreements made and to be entirely performed within the State of Alabama, without resort to its conflict of law provisions. The state or federal court in Jefferson County, Alabama will be the jurisdiction in which any suits should be filed if they relate to these Terms. Prior to the filing or initiation of any action or proceeding relating to these Terms, the Parties will participate in good faith mediation in Jefferson County, Alabama. If a Party initiates any proceeding regarding these Terms, the prevailing Party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms. The Parties expressly reject any application of the United Nations Convention on Contracts for the International Sale of Goods.

c. Waiver. The waiver by either Party of a breach of any provision of the Terms shall not constitute a waiver of any succeeding breach of the same or any other provision. The failure by either Party to require performance by the other Party of any provision of the Terms shall not affect the right of the other Party to require such performance in the future.

d. Publicity. You consent to JHLLC’s use of your name and logo (and, if applicable, your company’s name and logo) on the Site and our publicly-available printed materials, identifying you (and, if applicable, your company) as a user of the Services. Accordingly, you hereby grant to JHLLC a non-exclusive, royalty-free, fully paid, irrevocable, worldwide, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your name, logo, trademarks and service marks in all media formats and channels now known or later developed without compensation to you to the extent necessary or convenient for us to exercise the rights granted herein.

e. Severability. If any provision of the Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of the Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by the Terms is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify the Terms so as to effect the original intent of the Parties as closely as possible, in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

f. Electronic Communications. JHLLC may choose to electronically deliver all communications with you, which may include email to the email address you provide to us. JHLLC’s electronic communications to you may transmit or convey information about action taken on your Proposal, portions of your Proposal that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with JHLLC, and to receive electronically all current and future notices, disclosures, communications and information, and that the foregoing electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.

g. No solicitation. From the date of the earliest Request for Quote made by you until the latest actual Delivery Date for your Products, and for 12 months thereafter, you will not directly or indirectly, without the prior written consent of JHLLC, solicit, recruit or hire JHLLC’s employees, Manufacturing Partners, suppliers, partners or other third parties that JHLLC uses to provide the Services, or in any manner attempt to persuade, encourage or induce any such persons to discontinue their relationship with JHLLC.

h. Assignment. You do not have the right to assign or otherwise to transfer such rights or obligations under these Terms without the prior written consent of JHLLC. Notwithstanding the foregoing, we may assign some or all of our rights and obligations under these Terms to an affiliated JHLLC entity or an entity resulting from merger, reorganization or in connection with a sale of all or substantially all of the assets of JHLLC. These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns and legal representatives.

i. Relationship of the Parties. The relationship of the Parties under these Terms will be and at all times remain one of independent contractors, and neither Party will at any time nor in any way represent itself as being a joint-venturer, partner, dealer, agent or other representative of the other Party or as having authority to assume or create obligations or otherwise act in any manner on behalf of the other Party. Unless expressly provided, no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you or us any rights, remedies or other benefits hereunder.

j. Force Majeure. Except for each Parties’ payment obligations, neither Party shall be in default of the Terms if such action is due to a natural calamity, epidemic or pandemic, acts of governments, wars, riots, strikes or other labor disputes, delays or failures caused by subcontractors or Manufacturing Partners, shortages of transportation, facilities, fuel, energy, labor or materials or other causes beyond the reasonable control of the non-performing or delayed Party (“Force Majeure Event”). Upon any Force Majeure Event, JHLLC may allocate Partners, materials and supplies among its customers in such manner as JHLLC may determine in its sole discretion and shall have no liability to you because of any delay or cancellation with respect thereto.

k. Severability. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

L. Proposal of Precedence. (a) In the event of any conflict between these Terms and a Proposal, the Proposal issued by JHLLC shall supersede and control to the extent of any such conflict. (b) In the event of any conflict between these Terms and a Master Service Agreement (or its contractual equivalent) between you and JHLLC, the Master Service Agreement shall supersede and control to the extent of any such conflict unless otherwise expressly stated in such Master Service Agreement.

m. Privacy. Please see JHLLC’s Privacy Policy (https://www.jacksonhedden.com/jackson-hedden-privacy-policy) for information about how JHLLC collects, uses, and discloses information about users of the Site and JHLLC Platform. JHLLC’s Privacy Policy is incorporated herein by reference and is a part of these Terms.