Akave Data Storage Agreement
Policy Date: October 24, 2025
Version: 1.0
This Data Storage Agreement, together with the Order Form in which this Data Storage Agreement is incorporated (collectively, “Agreement”), is a binding agreement between you, the individual or legal entity named on the Order Form (“Customer”), and Akave, Inc. (“Akave”), and is effective upon the date of full execution of the Order Form (the “Effective Date”). THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, WARRANTY DISCLAIMERS, LIABILITY LIMITATIONS AND SLA LIMITATIONS.
In consideration of the mutual promises and warranties herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Data Storage Services
Subject to and conditioned upon Customer’s compliance with the terms and conditions of this Agreement, Akave will provide to Customer those data storage, data retrieval, and related services identified on the Order Form (the “Data Storage Services”), as are more specifically described in Akave’s standard user documentation. Customer’s access to and use of the Data Storage Services is subject to such limitations and restrictions (including, without limitation, capacity restrictions) as may be set forth in this Data Storage Agreement, in the Order Form, or in any relevant user documentation.
2. Customer Data
a. Provision of Data
Customer understands and acknowledges that Akave’s ability to provide the Data Storage Services to Customer is expressly dependent upon Customer providing or making available to Akave all required Customer data (the “Data”). All Data must be provided or otherwise made accessible to Akave in the manner set forth in the Order Form or as otherwise expressly approved of by Akave from time to time. Customer acknowledges and agrees that Akave shall not be liable to Customer or any third party for any failure, delay, or deficiency in the performance or availability of the Data Storage Services arising from any failure by Customer to provide all Data to Akave on a full, complete, and timely basis in accordance with the requirements of this Agreement.
b. Data Obligations
As between Customer and Akave, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data. Customer will not, directly or through any user, upload or otherwise submit to Akave or the Data Storage Services any Data or other information, materials, or content that: (a) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violates any applicable law, or (c) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. By uploading, submitting, or otherwise making available any Data to Akave (directly or through the Data Storage Services), Customer represents, warrants, and covenants that: (i) all such Data has been and will be collected and made available to Akave in accordance with all applicable laws, rules and regulations; and (ii) Customer has all necessary permissions, authorizations, licenses, and consents necessary to capture, collect, provide, transmit, and otherwise make the Data available to Akave, including, without limitation, all necessary consents from any data subjects, and to permit the processing of such Data by Akave as needed for its performance of the Data Storage Services.
c. Restricted Data
Customer shall not provide Akave with any Data containing or constituting health or medical data, individually identifiable health information, payment card data, consumer information data, personal data or similarly sensitive data that triggers specific data privacy or security obligations for the processing, transfer, or storage of such data (collectively, “Regulated Data”) without first notifying Akave in writing and Akave consenting in writing to receive and store such Regulated Data. If Akave consents in writing to receive and store such Regulated Data, Customer understands that Akave may require Customer to execute additional documents, such as an amendment to this Agreement, a data processing agreement, a business associate agreement, or other agreements as a condition precedent to Akave’s receipt of such Data. Customer will be deemed the controller of any personal data under all applicable data protection laws. Customer shall comply with all applicable laws with respect to the transfer, storage, controlling, and processing of Regulated Data. Customer shall comply, and shall require its affiliates, agents, contractors, and customers to comply, with all applicable export control laws and regulations, as they relate to the Data being transferred to Akave, the Data stored by Akave, and access to the Data Storage Services.
d. Data Encryption
Except where expressly set forth on the Order Form or otherwise agreed to by the parties in writing, Akave will not encrypt any Data received under or in connection with this Agreement. In the event that parties have agreed, in the Order Form or in a separate writing, to the encryption of Data by Akave, Customer shall clearly notify Akave in writing, prior to transferring the Data to Akave, of the portion or category of Data that is to be encrypted. Processing for the encryption of Data and the management of encryption keys shall be as set forth on the Order Form.
3. Customer Restrictions
Customer shall access and use the Data Storage Services solely within the scope of the rights granted hereunder and in accordance with any user documentation and all applicable laws. Customer shall not: (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Data Storage Services or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Data Storage Services or use any of the Data Storage Services for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease the Data Storage Services; (iv) remove any copyright or proprietary notices contained in the Data Storage Services or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Data Storage Services; (vi) access the Data Storage Services via any bot, web crawler or non-human user; (vii) access or use (or permit a third party to access or use) the Data Storage Services for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Data Storage Services or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Data Storage Services or any related systems, software or networks; (ix) access the Data Storage Services in order to build a competitive product or service, or copy any features, functions or graphics of the Data Storage Services; (x) use the Data Storage Services to transmit viruses or malicious code; (xi) attempt to circumvent any fees or other amounts due hereunder; or (xii) make any use of, or take any other action with respect to, the Data Storage Services or any component thereof in a manner that violates applicable law, any provision of this Agreement, or any contractual obligations owed by Customer to any third party. Akave may suspend or terminate Customer’s access to the Data Storage Services, entirely or with respect to a specific component thereof, if Akave determines that Customer (or any user accessing the Data Storage Services through Customer) has violated any term or condition of this Agreement.
4. Term & Termination
a. Term
Unless earlier terminated as provided for herein, this Agreement shall commence on the Effective Date and shall continue for the initial term identified on the Order Form the (“Initial Term”), after which time this Agreement shall automatically renew for successive periods of the same length (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party provides the other with written notice of non-renewal not less than 30 days prior to the expiration of the then-current Initial Term or Renewal Term, as the case may be.
b. Termination for Cause
Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent; (c) admits its inability to pay its debts generally as they become due; (d) becomes subject to any bankruptcy proceeding which is not dismissed or vacated within 60 days after filing; (e) is dissolved or liquidated; (f) makes a general assignment for the benefit of creditors; or (g) has a receiver, trustee, custodian, or similar agent appointed by court order to take charge of or sell any material portion of its property or business.
c. Effect of Termination
Upon any termination of this Agreement for any reason: (a) Customer shall (i) except as expressly provided in the following sentence, immediately cease all use of the Data Storage Services, (ii) promptly pay to Akave all Fees and other amounts due and owing (but unpaid) to Akave as of the date of such termination; and (b) Akave shall, if requested in writing by Customer within 30 days from the effective date of termination, delete all Data within a reasonable period from such request (not to exceed 6 months). Notwithstanding the foregoing, subject to Customer’s full payment of all amounts due and owing hereunder and its compliance with the terms and conditions hereof, Akave will permit Customer, for a period of thirty (30) days following expiration or termination of the Agreement, reasonable access to such Data as was available to Customer through the Data Storage Service as of the date of such termination or expiration for purposes of permitting Customer to download or export such Data. After such 30-day period, Akave will have no obligation to maintain or provide Customer access to any Data and may thereafter, unless legally prohibited, delete all Data housed in or available through the Data Storage Services.
5. Trial Access
Where so set forth on the Order Form, Customer’s access to the Data Storage Service may include or commence with a free trial (a “Trial”). Akave reserves the right, in its sole discretion, to determine Customer’s eligibility for a Trial. If Customer receives a Trial, Customer may only use those portions of the Data Storage Service included in the Trial, only for the duration of that Trial, only in accordance with such capacity and usage limitations as may be applicable to the Trial, and only for the purpose of evaluating the desirability of purchasing access to the Data Storage Service. Upon the expiration of any Trial period, all access to the Data Storage Service by Customer will cease, except where Customer has purchased and/or registered for ongoing access to the Data Storage Service on a commercial basis in accordance with the terms hereof.
6. Fees and Payment Terms
a. Fees
As consideration for Akave’s provision of the Data Storage Services hereunder, Customer will pay to Akave all fees, charges, and other amounts set forth on the Order Form (as adjusted in accordance with the terms hereof, collectively, “Fees”). ALL FEES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE. AKAVE DOES NOT PROVIDE ANY REFUNDS OR CREDITS WITH RESPECT TO ANY FEES PAID UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, FOR ANY AMOUNTS PREPAID BY CUSTOMER FOR RESERVED STORAGE CAPACITY. Where Customer has committed to minimum usage or capacity levels on the Order Form, Customer shall remain responsible for payment of all Fees applicable to such minimum usage or capacity levels, and Fees will not be decreased due to any usage by Customer below committed capacity levels.
b. Changes to Fees
Akave reserves the right to increase Fees payable hereunder at any time upon 60 days advanced notice to Customer; provided, however, that any increase in Fees will not be effective as to Customer until the end of the then-current Initial Term or Renewal Term, as the case may be. For the avoidance of doubt, such Fee increases do not include Overage Charges or Fee changes due to Usage Level increases, which shall not be subject to notice under this Section 6(b).
c. Overage Charges
Customer understands and acknowledges that the pricing and fee levels quoted on the Order Form have been calculated based on certain usage tiers selected by Customer and set forth on the Order Form (as the same may be increased in accordance with Section 6(d), “Usage Levels”). If Customer exceeds its applicable Usage Levels at any time during any calendar month or other applicable period occurring in the Term, Akave shall invoice and Customer shall pay, in addition to all other Fees due hereunder, all applicable overage charges, as determined in accordance with Akave’s then-current rates (collectively, “Overage Charges”). Customer agrees and acknowledges that Customer, and not Akave, is solely responsible for monitoring and managing its use of the Data Storage Service, including, without limitation, for ensuring that Customer’s usage is in line with Customer’s selected Usage Levels.
d. Usage Level Increases
In the event that Customer exceeds any Usage Levels at any time during any calendar month or other applicable period occurring in the Term (an “Overage Month”), Akave shall automatically adjust Customer’s then-current Usage Levels to reflect the lowest usage level tier sufficient to cover Customer’s actual usage levels during such Overage Month. Akave shall promptly notify Customer of any Usage Level adjustments made by Akave in accordance with the preceding sentence and of all resulting Fee changes, which shall be in accordance with Akave’s then-current pricing. Akave will invoice Customer for, and Customer shall pay, such Fees as may be applicable to the updated Usage Levels in accordance with the terms of this Section 6. Any Usage Level adjustments made by Akave in accordance with this Section 6(d) shall be effective with respect to the calendar month or other applicable period immediately following the Overage Month and shall remain in effect for the remainder of the Term unless further adjusted in accordance with the terms of this Section 6(d). For the avoidance of doubt, automatic adjustments to Usage Levels by Akave hereunder shall be limited to Usage Level increases made necessary by Customer overages; Akave shall not make any downward adjustments or reductions to Usage Levels as a result of any decrease in Customer’s actual usage levels.
e. Payment Terms
Except where otherwise set forth on the Order Form, Akave will invoice Customer for all Fees and other amounts due hereunder: (i) in arrears following the end of each month occurring in the Term, if Customer is purchasing access to the Data Storage Services on a month-to-month basis (as identified on the Order Form), if Customer has incurred Overage Charges, or if a Usage Level increase has resulted in increased Fees as set forth above, or (ii) in all other cases, in advance of or promptly following the commencement of the Initial Term and each Renewal Term. Customer will pay each invoice issued hereunder no later than 15 days after the invoice date or on such other payment terms as may be specified in the Order Form. Any past-due amounts will accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is lower. All Fees and other amounts hereunder shall be payable in $USD.
f. Taxes
The Fees and other amounts specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Akave’s net income.
g. Promotions
Akave may offer from time to time promotions with respect to the Data Storage Service that may affect pricing and that are governed by terms and conditions separate from or in addition to those set forth herein. If there is a conflict between the terms for a promotion and the provisions of this Agreement, the promotion terms will govern.
7. Intellectual Property
a. Akave Intellectual Property
As between Customer and Akave, Akave is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Data Storage Services and all software, technologies, and other intellectual property embodied in or used to provide the same, and all intellectual property rights therein or relating thereto. No rights are granted to Customer hereunder other than as expressly set forth herein.
b. Customer Intellectual Property
As between Customer and Akave, Customer is and shall remain the sole and exclusive owner of all Data provided to Akave by Customer hereunder. Customer hereby grants to Akave a nonexclusive, worldwide, transferable, sublicensable, irrevocable, royalty-free, fully paid-up license to process, display, copy, store, transmit, and otherwise access and use the Data for purposes of providing the Data Storage Services to Customer. Customer represents and warrants to Akave that it has all rights, licenses, and consents necessary to grant the foregoing license.
c. Feedback
To the extent Customer provides Akave with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Data Storage Services (collectively, “Feedback”), Customer hereby assigns and agrees to assign to Akave all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agrees that Akave will be free to use such Feedback in any manner, including by implementing such Feedback in the Data Storage Services and/or Akave’s other technologies, products and services, without compensation or other obligation to Customer or any third party.
d. Usage Data
Customer agrees and acknowledges that Akave owns all statistical usage data derived from the operation and performance of the Data Storage Services, including performance results (“Usage Data”). For the avoidance of doubt, Usage Data does not include Data. Akave may use the Usage Data to maintain, optimize and improve the Data Storage Services, to develop, improve, or offer other Akave products or services, or to otherwise operate Akave’s business; provided, however, that if Akave provides Usage Data to any third party, such Usage Data shall be aggregated and de-identified such that Customer cannot be reasonably identified.
8. Confidentiality
a. Confidential Information
“Confidential Information” means (subject to the exclusions below) any non-public information relating to or disclosed by a party in the course of the Agreement that should be reasonably understood to be confidential. The receiving party will (i) use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, (ii) not disclose Confidential Information to any third party without prior written authorization or (in the case of Akave) as otherwise required for its performance of the Data Storage Services hereunder, except that receiving party may disclose Confidential Information to its employees, contractors, consultants, and advisors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are bound by obligations of confidentiality, non-use and non-disclosure no less protective of disclosing party’s Confidential Information than the provisions hereof, and (iii) use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly granted under this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information in its possession or control upon request.
b. Exclusions
Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; (iii) was rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) was independently developed by the receiving party without violation of this Section. If a receiving party is required to disclose Confidential Information by law, the receiving party will, where permitted by applicable law, promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure, but will otherwise not be in violation of this Section on account of making the required disclosure.
9. Data Security
Akave will use commercially reasonable efforts to maintain appropriate physical, administrative, and technical safeguards to protect against the unauthorized accessing, use, destruction, corruption, loss or alteration of Data in a manner appropriate in light of the level of sensitivity of such Data. Akave will use commercially reasonable efforts to promptly notify Customer of any material breach of security with respect to any Data in Akave’s control or possession. Additionally, in furtherance of Akave’s security efforts, Customer agrees and acknowledges that Akave may create backup copies of the Data and provide such backup copies to certain affiliated and/or unaffiliated partners for storage and back-up purposes.
10. Support
Where so indicated on the Order Form, Customer will be entitled to the commitments and remedies set forth in the Akave Enterprise Customer Support and Service Level Agreement (the “SLA”), available for review at https://docs.akave.xyz/legal/service-level-agreement/. The remedies expressly provided in the SLA are Customer’s sole and exclusive remedy, and Akave’s entire obligation, with respect to any service-level violation.
11. DISCLAIMER OF WARRANTIES
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE DATA STORAGE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND AKAVE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER, OR FOR LOSS OF PROFIT OR LOSS OF GOODWILL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AKAVE WILL USE COMMERCIALLY REASONABLE EFFORTS TO MITIGATE LOSS OR DAMAGE TO THE DATA, HOWEVER, AKAVE CANNOT AND DOES NOT GUARANTEE THE DATA WILL BE FREE FROM ALL DAMAGE OR LOSS (INCLUDING, WITHOUT LIMITATION, DURING STORAGE OF THE DATA, RETRIEVAL OF THE DATA, OR TRANSFER OF THE DATA TO OR FROM AKAVE). IN NO EVENT SHALL AKAVE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO AKAVE HEREUNDER FOR THE DATA STORAGE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE OF ANY CLAIM.
13. Force Majeure
Akave shall not be liable to Customer for any loss, injury, delay, expenses or damages arising out of any cause or event not within its reasonable control including, but not limited to: (i) riots, wars or hostilities between any nations; (ii) Acts of God, fires, storms, floods or earthquakes; (iii) strikes or labor disputes; (iv) vendor or supplier failures, including data center outages or maintenance; (v) outages of internet connection, connectivity, power, cooling or other utility services; (vi) network updates, maintenance, or outages; (vii) governmental restrictions or trade disputes; (viii) or other similar contingencies.
14. Authorization
Each of the individuals executing this Agreement on behalf of Akave and Customer represents that he or she has the legal right, power and authority to bind the party on whose behalf such individual is executing this Agreement to the terms and conditions hereof and thereof. This Agreement is and shall be a valid, legally binding obligation of and enforceable against Akave and Customer in accordance with its terms, subject only to applicable laws affecting or limiting the rights of contracting parties generally.
15. Relationship
The relationship of the parties is that of independent contractors and nothing in this Agreement is intended to create or shall be construed as creating between the parties the relationship of joint venture, partners, employer/employee or principal and agent. Neither party shall have any responsibility for the hiring, termination or compensation of the other party’s employees or contractors or for any employee benefits with respect to any such employee. Neither party shall attempt to create any obligation or make any representation on behalf of or in the name of the other party.
16. Future Performance; No Business Opportunity
Neither party represents or promises to the other party that the Data Storage Services or this Agreement guarantees any future success, profits, performance or any other result for such other party’s future business efforts (if any). Each party has made its own independent business evaluation regarding whether to enter into this Agreement. The acceptance of the Agreement does not constitute the sale of a franchise or a distributorship, there are no exclusive territories granted to anyone, no franchise fees have been paid or collected, and neither party is acquiring any security interest by way of this Agreement. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply in any manner a business opportunity relationship between the parties.
17. Indemnification
a. Indemnification by Akave
Akave shall indemnify, defend, and hold harmless Customer from and against any and all liabilities, losses, judgments, penalties, damages, expenses and costs (including, without limitation, reasonable attorney’s fees and expenses, expert witness fees and expenses, court costs and the like) of any kind or character (collectively, “Losses”) arising from any claim brought against Customer by a third party and alleging that the Data Storage Services, as provided by Akave, violate the intellectual property rights of such third party; provided, however, that Akave shall have no obligation or liability to the extent that any claim or associated Losses result from (i) the Data, (ii) any breach by Customer of this Agreement, (iii) any instructions, specifications, or directions provided to Akave by Customer, or (iv) any combination of the Data Storage Services with any content, technology, or intellectual property not provided by Akave.
b. Indemnification by Customer
Customer shall indemnify, defend, and hold harmless Akave (and its members, managers, stockholders, officers, directors, agents, and affiliates) from and against any and all Losses arising out of or in any way related to Customer’s (i) breach of this Agreement, (ii) violation of applicable law (including, without limitation, with respect to the content of the Data, Customer and Akave’s right to possess the Data, and Akave being able to legally store and transfer the Data to and from Customer or its designees), or (iii) any dispute between Customer and its own customers, affiliates, or other third parties (including disputes arising out of or in any way related to a violation of intellectual property rights of a third party).
c. Indemnification Procedure
A party seeking indemnification hereunder shall: (i) give prompt notice of the applicable claim to the indemnifying party (provided, however, that failure of the indemnified party to provide such notice will not release the indemnifying party from any of its indemnity obligations, except to the extent that the indemnifying party’s ability to defend such claim is materially prejudiced thereby); (ii) grant sole control of the defense or settlement of the claim to the indemnifying party; provided, however, that the indemnifying party may not settle any claim in a manner that would impair any of the indemnified party’s rights or interests without the indemnified party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (iii) provide reasonable cooperation and assistance to the indemnifying party, at the indemnifying party’s request and expense.
18. Dispute Resolution
a. Informal Dispute Resolution
As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both Customer and Akave agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Data Storage Services or the breach, enforcement, interpretation, or validity of this Agreement (a “Claim”), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.
b. Arbitration
i. To the extent the parties cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. Customer and Akave each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.
ii. To begin an arbitration proceeding, a party must send a written request to the other at the address set forth above. Customer agrees that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this arbitration agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, Customer must also send a copy of its written demand for arbitration to AAA when submitting its request to Akave. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. Customer and Akave each agree that this Agreement evidences a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce this Agreement as a court would. Any arbitration shall be confidential, and neither Customer nor Akave may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.
iii. Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit Customer or Akave from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of this Agreement.
c. Class Action and Jury Waiver
Customer and Akave each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between Customer and Akave that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to the parties. If for any reason a Claim proceeds in court rather than through arbitration, Customer and Akave each waive any right to a jury trial.
19. Miscellaneous
This Agreement, together with the Order Form and any data processing agreement, business associate agreement, or other similar document that may be incorporated herein by reference, contains the entire agreement made between the parties relating to its subject matter. Headings in this Agreement are included for reference only and shall not constitute a part of this Agreement for any other purpose. If any provision of this Agreement should be determined to be invalid for any reason, such provision shall be severed and the remaining provisions shall remain in effect. This Agreement may be executed in any number of counterparts (including via facsimile signature, electronic signature, DocuSign, AdobeSign, PandaDoc, PDF or scanned signature), each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same agreement. All provisions of this Agreement shall survive termination to the extent needed to give effect thereto. Failure by either party to insist upon strict compliance with any term of this Agreement in any one or more instances will not be deemed to be a waiver of its rights to insist upon such strict compliance with respect to any subsequent failure. All waivers, amendments or modifications with respect to this Agreement must be in a writing signed by both parties. Any notices required or permitted to be given to a party shall be given to the address set forth on the Order Form. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, and the venue for any dispute, litigation, proceeding, arbitration, or action to interpret or enforce of terms of this Agreement shall be brought in the state or federal courts sitting in the State of Delaware. Neither party may assign, delegate and/or transfer any of their rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement to an affiliate or to a successor or acquirer. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns.