MASTER SUPPLY AGREEMENT

THIS MASTER SUPPLY AGREEMENT (this “Agreement”) is entered into by and between Rumbleship Financial, INC., a Delaware corporation (“RFI”), with offices at 1035 Pacific Ave., San Francisco, California and [●], a [●] [●] (“Supplier”), with offices at [●] through the Parties entering that certain Supplier Statement of Terms agreement (the “Statement of Terms”).  RFI and Supplier are referred to herein collectively as the “Parties” and individually as a “Party.”

WHEREAS, RFI provides a web-based platform (the “Platform”) with a dedicated section for buyers and purchasing suppliers in the [INDUSTRY TYPE] industry (“Customers,” and individually, a “Customer”) to purchase products from other suppliers and which shall identifies [PROMOTER NAME] as RFI’s channel partner in the [INDUSTRY TYPE] industry;

WHEREAS, Supplier desires to produce, manufacture, package, pack, store, ship and deliver to RFI or its affiliates or designees (“Supply”) one or more products within the categories described in the Statement of Terms (collectively referred to herein as “Product”) meeting the Specifications (as hereinafter defined) pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, RFI desires to re-sell Product to Customers by taking prospective orders for Product from Customers via the Platform and in turn purchase, and/or to permit certain of its designated affiliates to purchase, Product from Supplier pursuant to the terms and conditions set forth in this Agreement and re-sell such Product to Customers; and

WHEREAS, this Agreement sets forth additional terms and conditions to the terms and conditions set forth in the Statement of Terms which incorporated this Agreement by reference.

NOW, THEREFORE, in consideration of the promises and of the mutual agreements and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:


  1. SUPPLY OF PRODUCTS; PRICES

    1. Platform.  During the term of this Agreement, RFI shall grant Supplier access to and use of its website and the Platform subject to and on the condition of Supplier’s compliance with, the terms and conditions set forth and available at www.Rumbleship Financial.com.  

    2. Forecasting; Shortage.  Supplier shall promptly provide RFI notice in the event of a shortage of Supply of Product or if it reasonably anticipates that there will be a shortage of Supply of Product.

    3. Shortage of Supply.  In the event of a shortage of Supply of Product, whether due to Force Majeure (as hereinafter defined) or otherwise, Supplier shall allocate supplies of Product to RFI and the RFI Affiliates on an equitable basis with all other Supplier customers.

    4. Competitive Pricing.  Supplier agrees that the Price paid by RFI and the RFI Affiliates for each Product shall not be greater than the price paid by any third party purchasing from Supplier the same or lesser quantities of such Product or other product that is substantially similar to such Product.  

    5. Resale.  The Parties acknowledge that RFI’s purchase of Product is for purposes of resale.  Notwithstanding anything to the contrary, nothing in the Agreement shall be construed as limiting or providing conditions on RFI’s right to resell Product.

    6. Supply of Product.

      1. During the term of this Agreement, Supplier agrees to Supply RFI and the RFI Affiliates (as hereinafter defined) with Product in the quantities ordered by RFI based on purchase orders in the form attached hereto as Exhibit A (each, a “Purchase Order”), and otherwise in accordance with the terms of this Agreement.  Each Purchase Order shall be governed by the terms of this Agreement.  In the event of a conflict between this Agreement and a Purchase Order, the terms of this Agreement shall prevail, unless the Purchase Order expressly references the specific provision in this Agreement to be modified by the Purchase Order.  By entering into this Agreement (including each Purchase Order hereunder), Supplier waives all terms and conditions contained in Supplier’s order acknowledgement form, invoices or other documents that are different from or additional to the terms and conditions set forth in this Agreement, and all such different or additional terms and conditions shall have no legal effect between the Parties.

      2. RFI’s right to purchase Product hereunder may be assigned by RFI to any of its affiliates (including companies under common ownership) as RFI may designate from time to time (each such affiliate purchasing under this Agreement, a “RFI Affiliate”) in its sole discretion.  

    7. Price and Category.  The categories of Product and any applicable fixed discount to Supplier’s wholesale list price (“List Price”) at which each Product is sold to RFI shall be as set forth in the Statement of Terms.  The List Price for each Product shall be set forth by Supplier in the Platform in a format acceptable to RFI and Supplier acknowledges that RFI relies on such List Price in determining the price at which it re-sells Product to Customers.  In order for any changes to List Prices of Products to take effect, Supplier must first update the applicable List Prices in the Platform in a format acceptable to RFI.  The category assigned to each Product shall be in accordance with the category designated for the applicable Product in Supplier’s published catalog or (if no catalog is published) such other sales or marketing promotional materials as are made available to its actual and prospective customers generally, provided, however, that such assignment shall be consistent with the industry standard categorization of such Product.   Supplier shall be responsible for all pricing updates on system, and shall honor their most recent pricing in system.


  2. TERM

    1. This Agreement is effective upon the date of Supplier’s acceptance of it through the execution of the Statement of Terms (the “Effective Date”).  Subject to earlier termination in accordance with this Agreement, the term of this Agreement shall continue in effect until the expiration of the Statement of Terms.  This Agreement shall thereafter automatically renew for additional one year terms on the same terms as set forth herein unless either Party provides the other Party with written notice of intent not to renew, at least 90 days prior to the end of the then-current term.  

    2. Termination.  Either Party may terminate the Agreement or Statement of Terms upon written notice of termination given to the other Party if the other Party (a) shall have committed a material breach or default under the Agreement or Statement of Terms, which breach or default is not remedied within 30 days after receipt by the Party in breach or default of written notice thereof or is not capable of being remedied within 30 days, or (b) (i) makes an assignment for the benefit of creditors, (ii) permits the appointment of a trustee or receiver of all or a substantial part of its assets, (iii) is generally unable to meet its obligations when due, or (iv) institutes voluntary proceedings in bankruptcy or insolvency, permits involuntary institution of such proceedings against it, or commits any other act of bankruptcy.  RFI may terminate the Agreement or Statement of Terms by providing Supplier, at any time, with at least 30 days prior written notice of such termination.  Upon receipt of such notice of termination, Supplier shall not take any additional orders from RFI, and Supplier shall cooperate with RFI, as reasonably requested by RFI, to fulfill all orders for Products placed prior to the effective date of such termination.

    3. Effect of Expiration or Termination.  The expiration or termination of the Agreement shall not (i) prejudice any remedy either Party may have against the other for breach or nonperformance of the Agreement, (ii) relieve either Party of any liability or obligation which has accrued or arisen prior to the effective date of such expiration or termination, or (iii) affect the continued operation or enforcement of any provision of the Agreement which by its express terms or by its nature is intended to survive any such expiration or termination.


  3. SHIPMENT; PAYMENT

    1. Ordering Process.  Actual purchases of Product will be communicated to Supplier by RFI or the relevant RFI Affiliate by any means mutually agreed upon by the Parties in writing, including, but not limited to, through Purchase Orders.

    2. Manufacturing and Shipping Locations.  A list of the manufacturing, warehousing and other facilities used to Supply Product (each a “Supplier Site”) shall be set forth by Supplier in the Platform.  Supplier must promptly notify RFI if there is any change, relocation or addition to a Supplier Site and accordingly update such information in the Platform.  

    3. Delivery Terms.  Supplier shall be responsible for delivery of Product to the Customer purchasing such Product from RFI via the Platform.  Product shall be delivered according to the terms, including shipping terms, set forth in the relevant Purchase Order.  Title for Product shall pass to RFI upon Supplier’s shipment of Product.  

    4. Payment.  

      1. Terms of Payment. RFI shall make available and provide Supplier with the right to withdraw, from a designated account, the undisputed amounts payable to Supplier under this Agreement in accordance with the “Net Payment Terms” set forth in the Statement of Terms.  Supplier’s right to withdraw any amounts made available to it by RFI shall expire one year after the expiration of the payment period in the “Net Payment Terms” set forth in the Statement of Terms and RFI shall have no payment obligation with respect to the applicable invoiced amounts thereafter.  Payment shall be in U.S. Dollars.  RFI may withhold payment of invoiced amounts that RFI disputes in good faith and shall be entitled at all times to set off any amount owed at any time from Supplier to RFI.       

      2. Early Pay Discount.  Notwithstanding Section 3.4(a), Supplier shall provide discount for all payments made by RFI in accordance with the “Early Pay Discount Terms” set forth in the Statement of Terms.  

      3. Non-payment by Customer.  The Parties acknowledge and agree that Customers purchasing Product via the Platform shall have a payment obligation to RFI for such Product.  In the event that RFI has not received payment for Product from a Customer for an extended period of time and RFI has reasonable expectation of a payment default by such Customer, (1) RFI shall take all risk of loss associated with any Product that is in non-resalable condition (i.e., Product would not reasonably be resold by a third party), and (2) RFI shall assign its right to any applicable resalable Product and to the extent Supplier re-claims such Product it shall promptly credit or refund RFI any amounts paid by RFI for such Product.  The foregoing assignment of resalable Product shall satisfy any payment obligations RFI has to Supplier for the applicable resalable Product.

      4. Direct Customer Orders. In the event any Customer places an order directly with Supplier, such order shall be deemed an order made under this Agreement and, accordingly, Supplier shall invoice RFI for such order.  Notwithstanding the foregoing, covenants that it shall not sell products to Customers, that RFI has communicated, that have been suspended from the Platform.  Supplier’s violation of this Section 3.4(d) shall be deemed a material breach of this Agreement.

    5. Taxes.  All sales, use, business, value added, goods and services, transfer, documentary, conveyancing or similar taxes or expenses that may be imposed as a result of the sale and transfer of the Product (“Taxes”) shall be paid entirely by Supplier.  Supplier shall pay all duty tax, customs fees, and shipping cost to the U.S., and shall calculate such costs into the sales price of Product.  Supplier shall be responsible for any additional taxes, including, but not limited to sales, use, business, value added, goods and services, transfer, documentary, conveyancing or similar taxes or expenses as a result of the shipment of Product.  

    6. Support Services.  In connection with the Supply of Product hereunder, Supplier shall provide customer support services, technical support services and logistics support services to RFI or the applicable RFI Affiliate as requested by RFI, the applicable RFI Affiliate or the applicable Customer. The performance of such services shall be of professional quality, consistent with generally accepted industry standards for the performance of services of a similar nature.


  4. INSURANCE

    1. General Liability Insurance.  Each Party shall provide and maintain at its expense during the term of this Agreement comprehensive general liability insurance, including product and contractual liability insurance covering bodily injury and property damage to third parties arising out of the use or handling of Product, with a limit of not less than $5,000,000 for any one occurrence with respect to bodily injury and property damage. Supplier shall provide to RFI written documentation evidencing Supplier as a certificate holder of such coverage.  Any additional liability coverage required by RFI shall be set forth in the Statement of Terms.


  5. PRODUCT SPECIFICATIONS AND WARRANTY

    1. Product Specifications.  Supplier shall Supply Product in accordance with the published product specifications, including all manufacturing processes, quality control standards and coding systems set forth herein and product descriptions provided to RFI (the “Specifications”). [Supplier shall provide and maintain, in the Platform, the most current published product specifications for each Product.] [or] [Supplier shall provide a periodic data feed (no less frequently than daily), in a form acceptable to RFI, to RFI that shall ensure that RFI has the most current published product specifications for each Product.]    

    2. Product Warranties.  Supplier warrants to RFI and each RFI Affiliate that (a) it shall transfer good title to all Product delivered hereunder, free and clear of all liens and encumbrances, (b) all Product Supplied hereunder shall be free from any defects in design, workmanship or materials, shall be Supplied in accordance with best manufacturing practices prevailing in the industry, shall not be adulterated or misbranded, shall be fit for the uses for which the Product is normally intended and for any specific or special purpose or use which Supplier knows is contemplated by RFI, and, if such Product is intended to be used in a RFI product that is subject to human consumption, shall be and remain fit for such consumption, (c) Supplier’s information about and description of all Product, and the Supply, distribution and use of all Product shall not infringe or otherwise misappropriate any third party Intellectual Property Rights (as hereinafter defined), and (d) all Product, when delivered to RFI or a RFI Affiliate and for a period equal to the greater of (i) two years thereafter and (ii) the shelf life of such Product, shall be in strict conformity with all Specifications.  Supplier agrees that all representations and warranties provided pursuant to the Agreement shall pass from RFI to the Customer that purchases Product. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW OR EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WARRANTIES SET FORTH IN THE PRECEDING SENTENCE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS OF PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.

    3. Rejection and Refund.  Supplier shall provide and maintain its refund and replacement policy on the Platform (“Refund and Replacement Policy”).  Supplier acknowledges that Customer shall have the ability to flag an order for a Product and initiate a request for a replacement Product or refund.  Customer’s right to a refund or replacement Product for non-conforming Product shall be limited to the Refund and Replacement Policy acknowledged at the time of Customer’s purchase of the applicable Product.  Within 10 days of Customer’s request for a refund or replacement Product, Supplier may request reasonable additional information from Customer to approve such request.  Upon Supplier’s acceptance of Customer’s request for a refund, RFI shall credit Customer’s account on the Platform in the amount authorized by Supplier.  Customer shall be entitled to use such credit for any purchases on the Platform.    


  6. PROPRIETARY RIGHTS

    1. Confidential Information.

      1. During the term of the Agreement and for a period ending five years after expiration or termination of the Agreement, Supplier and RFI each shall keep in confidence and not disclose to any third party or use for any purpose except as provided herein, any and all written or oral confidential or proprietary information of the other Party disclosed before or during the term of the Agreement (“Confidential Information”).  For purposes hereof, Confidential Information of RFI shall be deemed to include, but shall not be limited to, information concerning Product and finished RFI products, the development, manufacture, marketing, distribution and servicing thereof, and the terms and existence of the Agreement, provided that RFI shall be permitted to disclose Supplier’s representations and warranties of Product to Customer.  The foregoing use and confidentiality restrictions shall not apply to (a) information that is or becomes publicly available through no fault of the receiving Party; provided that such information shall not be deemed to be publicly available merely because more general information may be publicly available, (b) information that is obtained lawfully from a third party not bound to obligations of secrecy to the disclosing Party, (c) information that is developed by or for a Party independent of and without reliance on Confidential Information and (d) information within a Party’s possession prior to the Effective Date of the Agreement that was not received under an obligation to keep the same confidential.

      2. Each Party may disclose Confidential Information to its subsidiaries, officers, directors, employees or agents (collectively, “Representatives”) with a need to know such Confidential Information in order to perform such Party’s respective obligations under the Agreement, provided that such Party (i) advises its Representatives of the confidential nature thereof, (ii) takes all commercially reasonable precautions to prevent its Representatives from disclosing such Confidential Information to any unauthorized person, firm or company and (iii) shall be responsible to the other for any breach of this Section 6.1 by any of its Representatives.

      3. If a Party is compelled to disclose Confidential Information by law, stock exchange rules or governmental order, then the compelled Party shall, prior to disclosure, provide the other Party with prompt notice of the circumstances to allow the other Party a reasonable opportunity to contest any such disclosure.  

      4. After the termination or expiration of the Agreement each Party shall not use and shall promptly (i) return all Confidential Information of the other Party (along with all copies thereof) and (ii) destroy summaries, synopses or derivations of Confidential Information, except that (A) legal counsel for each Party may retain an archival copy or other appropriate record of the same to assure compliance with the Agreement or any applicable governmental requirements and (B) each Party may retain Confidential Information to the extent it has become included in automatic “backups” by routine procedures or by electronic communication or information management systems.  Notwithstanding anything to the contrary herein, any Confidential Information retained pursuant to the immediately preceding sentence shall remain subject to the use and confidentiality restrictions herein.

      5. At a minimum, Supplier shall use no less than industry standard best practices for securing RFI Data, so as to reasonably ensure that the RFI Data is not lost or stolen, or otherwise used, modified or accessed by any other Party without RFI’s prior written approval.  Supplier shall immediately, upon discovery, notify RFI of (i) any unauthorized disclosure, possession, use or modification of the RFI Data or any attempted breach of Supplier’s security measures, by any person or entity; and (ii) the corrective action taken in response thereto.  “RFI Data” shall mean any data of RFI that Supplier has access to under this Agreement.

      6. Security of Personal Data.  Supplier represents and warrants to RFI that it will have in place technical and organizational security measures that are aimed at protecting Personal Data from and against accidental or unlawful destruction, loss, alteration, unauthorized disclosure and against all forms of unlawful processing and appropriate procedures such that any Supplier personnel, subcontractor or other party having access to Personal Data will respect and maintain the confidentiality and security of the Personal Data.  “Personal Data” shall mean any information relating to an identified or identifiable person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to the person’s physical, psychological, mental, economic, cultural or social identity.  RFI hereby perpetually owns, and Supplier hereby irrevocably and perpetually assigns and shall cause Supplier personnel and subcontractors to assign, transfer and convey perpetually to RFI, all worldwide rights, title and interest in the Personal Data and RFI Data.

      7. Notwithstanding anything to the contrary in this Section 6.1, either Party may disclose the terms of the Agreement in proceedings to enforce the same.

    2. Use of Names and Trademarks.  

      1. Supplier hereby grants RFI a paid-up, royalty-free, non-transferable worldwide right and license to Supplier’s name, logos, trademarks and description of Product during the term of the Agreement for the sole purpose of RFI’s sale of Products to Customers, including RFI’s marketing on the Platform.  

      2. Supplier shall not make any oral or written statement or perform any act indicating that RFI endorses or approves, or has endorsed or approved, Supplier or its work products.  Nothing contained in the Agreement will be construed as conferring any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of a Party (including any contraction, abbreviation or simulation of any of the foregoing) without the prior written approval of such Party.

    3. Supplier Information.  Supplier acknowledges and agrees that it shall be solely responsible and liable for the contents and accuracy of the information it provides to RFI or it inputs into the Platform and that RFI shall have no liability with respect to such information.  


  7. INDEMNIFICATION

    1. Indemnification by Supplier.  Supplier agrees to defend, indemnify and hold RFI, RFI Affiliates, and their respective officers, directors, employees, principals (partners, shareholders or holders of an ownership interest, as the case may be) and agents (each a “RFI Indemnified Party”), harmless from and against, whether or not involving a third party claim, any and all losses, liabilities, damages, actions, suits, demands or claims (including, without limitation, amounts paid in settlement and reasonable costs of investigation and reasonable attorneys’ fees and disbursements) (collectively “Claims”), arising out of or resulting from (a) a breach of any agreements, covenants, representations and warranties made in the Agreement, including, but not limited to, recalls of Product (b) Supplier’s use of subcontractors if permitted hereunder, including any act or omission of any such subcontractor, (c) the failure of Product to meet the Specifications, including, but not limited to, damage to property and injuries (including death) to any persons, and the cost of any recall, retrieval or consumer or trade notification regarding RFI brands (as RFI, in its sole reasonable judgment in accordance with customary commercial practices, determines is necessary), in each case attributable to such failure; (d) infringement of any third party Intellectual Property Rights covering  Product, the processes used to manufacture Product or the Product trademarks and information provided by Supplier, (e) the gross negligence, bad faith or intentional or willful misconduct of Supplier or its employees, affiliates, representatives or permitted subcontractors in the performance by Supplier of its obligations hereunder or (f) claims by or on behalf of employees, affiliates, representatives or permitted subcontractors of Supplier for payment of wages or benefits or relating to occupational safety and health, workers’ compensation, ERISA, unemployment compensation, fair employment practices or other applicable law.

    2. Indemnification Claims.  If any Claim is brought that would entitle an RFI Indemnified Party to indemnification hereunder, RFI shall notify Supplier in writing promptly after receipt of such Claim; provided that any failure to give such prompt notice shall not relieve Supplier of its indemnification obligation hereunder, except to the extent it is materially prejudiced thereby.  Supplier shall have the sole right and discretion to settle, compromise or otherwise dispose of the Claim; provided that the RFI Indemnified Party, at its own expense, shall have the right to participate in, but not control, the defense of the Claim and all negotiations for settlement, compromise or other disposal of the Claim; provided, further, that, with respect to any Claim, without the prior written consent of the RFI, which consent shall not be unreasonably withheld or delayed, Supplier may not enter into (i) any non-monetary settlement, (ii) any settlement that requires any RFI Indemnified Party to admit fault, or (iii) any settlement that does not contain an unconditional release of the RFI Indemnified Parties.

    3. Remedies.  In addition to its indemnification obligations set forth herein:

      1. If a Claim prevents or otherwise threatens RFI’s continued sale of Product, Supplier shall, at no cost to RFI, (a) obtain the right for RFI to continue to distribute and sell Product or (b) replace, repair or modify Product to comply with all warranties and agreements set forth in the Agreement, including, without limitation, to be noninfringing.  If the foregoing is not possible within a commercially reasonable time frame, then RFI shall have the right to terminate the Agreement with a full refund of amounts paid by RFI and any RFI Affiliate for all such Product.

      2. With respect to any Non-Conforming Product, Supplier shall (i) take commercially reasonable action to mitigate any interruption of production by RFI or the applicable RFI Affiliate, including, without limitation, promptly replacing Non-Conforming Product and (ii) be responsible for all costs and expenses related to (A) the return of such Non-Conforming Product to Supplier by RFI or the applicable RFI Affiliate and (B) the return and replacement of RFI products manufactured with Non-Conforming Product.

      3. Upon receipt from RFI or the applicable RFI Affiliate of a request for corrective action response, Supplier shall respond in writing within five business days in accordance with such request for corrective action response.


  8. miscellaneous

    1. Force Majeure.  No liability shall result to RFI, a RFI Affiliate or Supplier from any delay in performance or from non-performance caused by acts of God, fire, flood, explosion, war, action of governmental authority or any other unforeseeable circumstances of a similar nature beyond the reasonable control of the Party affected; provided that such non-performance could not have been prevented by reasonable precautions by the delayed or non-performing Party (“Force Majeure”) and the delayed or non-performing Party continues to diligently attempt to remove such cause or causes and promptly notifies the other Party of the existence of such Force Majeure and its probable duration.  In the event of a delay in Supplier’s performance hereunder caused by Force Majeure which continues for 30 days or more, RFI may terminate the Agreement immediately upon written notice of termination to Supplier.

    2. Entire Agreement; Amendment.  The Agreement supersedes all previous and contemporaneous communications and understandings, whether oral or written, and constitutes the sole and entire agreement between the Parties pertaining to the subject matter hereof.  No modification, deletion, addition or waiver of the terms of the Agreement shall be binding on either Party unless made in writing and signed by a duly authorized representative of each Party.  Notwithstanding anything to the contrary herein, a Party’s terms and conditions on any purchase or release order, order acknowledgment, invoice or otherwise shall not have any application to the Agreement or the transactions occurring pursuant hereto, unless the Agreement shall be specifically amended in writing by the Parties to provide otherwise.

    3. Governing Law and Venue.  The Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to its provisions concerning conflicts or choice of law.  English shall be the governing language of the Agreement.  Any action to enforce or interpret the Agreement shall be brought in the appropriate judicial forum located in San Francisco, State of California.  Each Party expressly consents to the jurisdiction of the state or federal courts in San Francisco, State of California and hereby further irrevocably waives any claim that any such court lacks jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding with respect to the Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over it.  Each Party hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with the Agreement in the courts referred to in this Section 8.3 and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.  It is specifically agreed that the Agreement shall not be covered by nor construed in accordance with the terms of the United Nations Convention on Contracts for the International Sale of Goods.]

    4. Enforcement.  Supplier hereby agrees that RFI would suffer irreparable damage in the event of a breach of any provision of Article VI or the obligations of Supplier to Supply Product in accordance with the Agreement and that money damages or other legal remedies would not be an adequate remedy for any such breach.  Accordingly, Supplier hereby agrees that in the event of any breach or threatened breach by Supplier of any such provision, in addition to any remedies available to RFI at law or in equity, RFI shall be entitled to seek or apply for specific performance of such provisions and further injunctive relief to prevent or restrain breaches or threatened breaches of such provisions.

    5. Assignment; Binding Effect.  RFI, in its sole discretion, may assign the Agreement.  Further, RFI may, in its sole discretion, assign the representations and warranties provided under the Agreement to Customers and such provisions shall be enforceable directly by Customers as third party beneficiaries to the Agreement.  Without the prior written consent of RFI, the Agreement shall not be assignable by Supplier (a) directly, (b) by merger, operation of law or otherwise, or (c) in connection with a direct or indirect change of control of Supplier, except to a successor or assignee of all or substantially all of the Supplier’s business to which the Agreement relates that is not a competitor of RFI or any RFI Affiliate.  When duly assigned in accordance herewith, the Agreement shall be binding on and inure to the benefit of each Party’s successors and assignees.

    6. Headings; Construction.  Headings as to the contents of particular Articles or Sections are provided for convenience of reference only and are in no way to be construed as part of the Agreement or as a limitation of the scope of the particular Articles or Sections to which they refer.  The Agreement shall be construed without regard to any presumption or other rule requiring construction hereof against the Party causing the Agreement to be drafted.

    7. Non-Waiver.  Failure of either Party to exercise any of its rights under the Agreement upon one occasion shall not waive such Party’s right to exercise the same on another occasion.

    8. Severability.  If any provision of the Agreement or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder of the Agreement, and the application of such provision to such person or circumstance in any other jurisdiction or to other persons or circumstances in any jurisdiction, shall not be affected thereby, and to this end the provisions of the Agreement shall be severable.

    9. Independent Contractors.  In the performance of the Agreement, the Parties are engaged in independent business, and the Agreement shall not be deemed to (a) make either Party a partner, joint venturer, agent or other representative of the other Party, or (b) grant either Party any right of authority to assume or create any obligation in the name or on behalf of the other Party or to accept legal summons or legal process for the other Party.

    10. Compliance with Laws.  In the performance of the Agreement, each Party shall comply with all applicable federal or national, state or regional and local or municipal laws, regulations, ordinances, permits and orders, including, without limitation, all labeling, environmental, health, safety, child welfare, wage and hour, labor and other workplace laws and regulations, and shall obtain all necessary permits and approvals and give all stipulations, certifications and representations, in each case as is necessary in connection with its performance of the Agreement.

    11. Arbitration.  Any controversy, dispute or claim arising from or relating to the Agreement that cannot be settled amicably, with the exception of claims that arise from or relate to Supplier’s alleged infringement of any third party Intellectual Property Rights covering Product or the processes used to manufacture Product, shall be determined by an arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA rules governing commercial arbitrations.  The dispute shall be heard by three arbitrators.  Each Party shall appoint an arbitrator within 15 days of the date a demand for arbitration is served.  The third arbitrator shall be selected by the two arbitrators chosen by the Parties.  If the two arbitrators chosen by the Parties cannot agree upon the third arbitrator within 30 days, the third arbitrator shall be appointed by the AAA.  The arbitration shall be conducted in the English language in San Francisco, California.  The seat of the arbitration shall be San Francisco, California.  There shall be a stenographic record of the proceedings.  Judgment on the award may be entered in any court of competent jurisdiction.  The Parties hereby waive any appellate review of any applicable court’s confirmation or vacatur of any award issued in connection with the arbitration.  Such award shall be in accordance with the terms of the Agreement and any applicable laws.  Unless otherwise agreed by the Parties, no arbitration shall be consolidated with any other proceeding, nor shall it include parties other than RFI and Supplier and other persons substantially involved in a common question of law or fact and whose presence is necessary to resolve the controversy or dispute.  Unless otherwise agreed, the Parties shall continue to perform under the Agreement before and during any arbitration proceeding.

    12. Notices.  All notices, claims, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) on the date of such delivery if personally delivered, (ii) on the date of receipt or refusal indicated on the return if delivered or mailed (registered or certified mail, postage prepaid, return receipt requested) or (iii) if given by email, when such email is transmitted, in each case as follows:

 

If to RFI:

Attn: Legal Dept

Rumbleship Financial Inc

1035 Pacific Ave

San Francisco CA 94133

If to Supplier:

To Supplier contact at the address set forth in the Statement of Terms. Or to such other address as the Party to whom notice is to be given may have previously furnished to the other in writing in the manner set forth above.