1.              Definitions.

1.1           Customer Agreement.  “Customer Agreement” means the Mobile Beacon Direct Customer Agreement (the “Customer Agreement” or “Customer TOS”), available at https://www.mobilebeacon.org/mobile-beacon-direct-customer-agreement/ (as may be amended or updated by Mobile Beacon from time to time), which is incorporated by reference and made part of this Agreement. As between the REN and Mobile Beacon, in the event of a conflict between this Agreement and the Customer Agreement, the terms of this Agreement shall prevail.

1.2           Authorized Quilt User.  An “Authorized Quilt User” means a member of the REN that receives or is a beneficiary of the REN’s educational, nonprofit, or social welfare programs or services.

1.3           Eligible Entity.  “Eligible Entity” means and is limited to: (a) a non-profit entity described in Section 501 of the Internal Revenue Code; or (b) a public or private K-12 school, school district, college, university, library, or museum; or (c) a social welfare agency, which means only those governmental and quasi-governmental agencies and departments that provide as their primary service public welfare assistance services (such as low-income housing, food stamps, or domestic violence services) to the public, excluding treasury and revenue services departments, law enforcement agencies, legislatures, the office of the mayor, and the military.

1.4           Permitted Users.  Notwithstanding anything to the contrary in the Customer Agreement, “Permitted Users” means (i) users, recipients, members or beneficiaries of the REN’s educational, nonprofit, or social welfare programs or services, including Authorized Quilt Users or (ii) employees, volunteers, or independent contractors of the REN or of an Authorized Quilt User, who in each case, (A) acknowledge to the REN that they have (x) been provided a copy of the then-current Permitted User Minimum Terms of Service (the “PUMTOS”), available at https://www.mobilebeacon.org/permitted-user-minimum-terms-of-service/; and (y) been advised to monitor updates to the PUMTOS available at https://www.mobilebeacon.org/permitted-user-minimum-terms-of-service/, and (B) are not in violation of those terms.

2.              Obligations of the REN.

2.1           Role of RENs. During the Term, the REN shall order the Equipment and Services from Mobile Beacon for use by its Permitted Users in accordance with the terms and conditions of this Agreement. 

2.2           Permitted Users. Notwithstanding anything to the contrary in the Customer Agreement, prior to initial access to The Quilt Program, the REN shall ensure that all Permitted Users receive and accept, in writing, the PUMTOS. The REN will ensure that each Permitted User accepts the then-current PUMTOS and is advised to monitor updates posted by Mobile Beacon.  The REN will not knowingly permit access by any ineligible user. The REN shall maintain reasonable documentation of each Permitted User’s eligibility and shall provide such documentation to Mobile Beacon upon request.  The REN acknowledges that Mobile Beacon reserves the right, in its sole discretion, to make the determination of eligibility for any Permitted User.

2.3           No Resale. The REN does not and shall not resell, assign or transfer the Services or Equipment.  The REN shall not hold itself out as a reseller thereof and will clearly disclose to each Permitted User the nature of the REN’s role and the Permitted User’s obligations, including the PUMTOS.

2.4           Direct Orders by AQU. Notwithstanding the foregoing, an Authorized Quilt User may choose to place an AQU Order (defined below) and enter into a Customer Agreement directly with Mobile Beacon, and any fulfillment of such AQU Orders shall be subject to Mobile Beacon’s sole discretion and determination of eligibility for such Authorized Quilt User.

3.              Representations, Warranties and Covenants.

3.1           Mutual Representations, Warranties and Covenants.  Each Party represents, warrants and covenants to the other Party that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the full power and authority to enter into and perform its obligations under this Agreement; (c) the execution, delivery, and performance of this Agreement by such Party have been duly authorized; (d) this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity; and (e) the execution, delivery, and performance of this Agreement do not and will not conflict with or violate any law applicable to it or any agreement by which it is bound in any manner that would materially impair its ability to perform hereunder.

3.2           REN Representations, Warranties and Covenants.  The REN represents, warrants, and covenants that:

(a)            REN Eligibility.  The REN is, and will remain throughout the Term, an Eligible Entity, and the REN will provide documentation reasonably requested by Mobile Beacon to demonstrate such eligibility.

(b)            Permitted User Eligibility.  Each Permitted User that participates in The Quilt Program is, unless instructed otherwise in writing by Mobile Beacon, verified by the REN to be eligible to participate in The Quilt Program, and has accepted, in writing, the PUMTOS.

(c)            Compliance with Law.  The REN will comply with all applicable federal, state, and local laws, rules, and regulations (including, as applicable, tax laws, consumer protection and charitable solicitation laws, anti-corruption laws, economic sanctions laws, and privacy/data protection laws) in connection with this Agreement.

(d)            No Misleading Statements.  The REN will not make false, misleading, or deceptive representations or warranties regarding Mobile Beacon, The Quilt Program, the Services or Equipment, pricing, or eligibility criteria.  The REN will not engage in any unfair, anti-competitive, misleading or deceptive practices regarding Mobile Beacon, The Quilt Program, the Service or the Equipment.

(e)            No Modifications or Resales.  The REN will not make any modifications to the Equipment, including its labeling and packaging, and shall not resell the Equipment or Services to anyone.

4.              Ordering and Fulfillment.

4.1           Ordering Process.  Notwithstanding anything to the contrary in the Customer Agreement, during the Term, the REN shall submit to Mobile Beacon one or more orders to purchase (i) Devices with a SIM (“Equipment Order”), or (ii) a SIM to be used with a device other than those supplied by Mobile Beacon (“BYOD SIM Order”) for use by its Permitted Users (each such order, a “REN Order”). Each REN Order shall identify the quantities of Equipment ordered, delivery location, and applicable Services.  Orders shall be submitted by the REN to Mobile Beacon via email, unless mutually agreed otherwise in writing between the Parties.

Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Authorized Quilt User from placing an order directly with Mobile Beacon for either an Equipment Order or a BYOD SIM Order (each such order, an “AQU Order”) subject to the terms of the Customer Agreement entered into between such Authorized Quilt User and Mobile Beacon. 

4.2           Forecasts.  Within five (5) business days of each calendar quarter during the Term, the REN shall provide to Mobile Beacon a written forecast of the anticipated number of Service line allocations and Equipment that may be ordered in that quarter.  Additionally, on the first (1st) business day of each calendar month during the Term, the REN will communicate to Mobile Beacon, in writing, the estimated number of Service line allocations and Equipment that may be ordered in that month.  The Parties acknowledge that these forecasts are mere estimates for planning purposes, and that neither shall the REN be liable for not placing the same number of orders as estimated in any forecast, nor will Mobile Beacon be liable for not fulfilling any orders based on such estimates.

4.3           Shipping.  Notwithstanding anything to the contrary in the Customer Agreement, within seven (7) days of receipt of a proper REN Order, Mobile Beacon will ship the Equipment ordered to the designated delivery location specified in such REN Order.  Mobile Beacon shall ship the Equipment prior to receipt of payment for a REN Order, provided, however, that Mobile Beacon may, at its sole discretion, decide not to fulfill such or any REN Order(s) until Mobile Beacon has received full payment from the REN under outstanding invoices.  Fulfillment of REN Orders is subject to availability of Equipment and acceptance of the REN Orders by Mobile Beacon. 

4.4           Title and Risk of Loss.  All Equipment is delivered Free On Board (F.O.B.) Destination.  Title to Equipment and risk of loss shall transfer to the REN in the case of REN Orders and to the applicable Authorized Quilt User in the case of AQU Orders, upon delivery of Equipment at the delivery location designated in the applicable order.

5.              Subscriptions.

5.1           Activations.  All Subscription activations and deactivations shall be managed exclusively by Mobile Beacon.  Mobile Beacon retains the right, in its sole discretion, to suspend or deactivate any Service line in the event of nonpayment, misuse, or ineligibility, or upon termination or expiration of this Agreement. The REN shall promptly notify Mobile Beacon of any known misuse, loss, or theft of Equipment, or non-compliance with the PUMTOS and Mobile Beacon may deactivate the affected line upon such notice.

6.              Pricing and Payments.

6.1           Pricing.  All pricing is established by Mobile Beacon.  All fees for Subscriptions (“Subscription Fees”) and fees for Equipment will be billed at the negotiated fee applicable under The Quilt Program in effect at the time of submission of the REN Order with Mobile Beacon, as such fee may be updated from time to time. In the event that The Quilt Program is no longer available or applicable, all Subscriptions and Equipment will instead be billed at Mobile Beacon’s then current pricing in effect at the time of submission of the applicable REN Order.  The Subscription Fees and Equipment fees are subject to change, at Mobile Beacon’s discretion, and any such changes to the Subscription Fees or Equipment fees shall be subject to advance written notice by Mobile Beacon to the REN.

6.2           Administrative Fee.  The REN reserves the right to request an administrative fee from its Permitted Users.  The REN may change the amount of administrative fees collected from its Permitted Users in its sole discretion.

6.3           Payments by the REN.  The REN shall directly pay to Mobile Beacon all payments due with respect to all REN Orders.  All payments must be made to Mobile Beacon within thirty (30) days of the date of the applicable REN Order.  If non-payment by the REN continues for forty-five (45) days from the date of the REN Order, Mobile Beacon reserves the right to decline to accept or fulfill future REN Orders.  No set-off or deduction is permitted without Mobile Beacon’s prior written consent.

6.4           Refunds.  Refunds and returns are governed by Mobile Beacon’s Limited Refund Policy available at mobilebeacon.org/limited-refund-policy.  The REN shall submit requests for returns directly to Mobile Beacon, in accordance with Mobile Beacon’s Limited Refund Policy.

7.              Relationship.

The REN represents that it will make clear to all Permitted Users that the REN is not a reseller or distributor, that the REN does not own the Services, and upon delivery of the Equipment pursuant to any REN Orders, the REN shall own title to the Equipment, and not the Permitted User.  This Agreement does not constitute either Party as the agent of the other, nor does it create a partnership, joint venture, or similar relationship between the Parties, and neither Party will have the power to obligate the other in any manner whatsoever. Mobile Beacon and the REN acknowledge and agree that (a) the REN is not required to promote Mobile Beacon’s Equipment or Services exclusively, unless mutually agreed in writing between the Parties; and (b) the REN’s decision to devote all or some of its business efforts to products or services of any particular company is solely within the REN’s discretion.

8.              Reporting.

Within thirty (30) days from the end of each calendar quarter during the Term, the REN shall provide a written report to Mobile Beacon listing all participating Permitted Users, quantities of Equipment and Services ordered, and details of remittances made to Mobile Beacon, and such other information as the Parties may mutually agree.

9.              Branding and Trademark Licenses.

9.1           Branding and Trademarks. Subject to the terms and conditions of this Agreement and the Customer Agreement, each Party grants to the other Party a non-exclusive, non-transferable, royalty-free and revocable license, without right of sublicense, to (i) use, copy, reproduce, promote and distribute, during the Term, in accordance with the other Party’s then-current usage guidelines, any marketing materials provided or approved by such Party under this Agreement (the “Marketing Materials”) and (ii) use and display such Party’s trademarks, service marks, logos and trade names (the “Marks”) for the sole purpose of use in connection with such Marketing Materials, and, solely in connection with marketing the Subscriptions or Services, as applicable, and in each case only after receiving such Party’s prior written approval for each use of its Marks. 

9.2           Restrictions. Neither Party shall represent itself, expressly or implicitly, in any manner and medium, including, without limitation, in any Marketing Materials, advertising, social-media post, press release, or other public-facing communication, that the REN or Mobile Beacon are partners, joint venturers, agents, or in any similar relationship.  Each Party agrees to reproduce the other Party’s Marks or other proprietary notices on any Marketing Materials copied, reproduced or distributed by such Party.  Neither Party shall use any practices or make any public statements that are false, misleading, deceptive or otherwise detrimental to the goodwill of the other Party.  As between the Parties, each Party retains all right, title and interest in and to its Marks and Marketing Materials, including any and all derivative works and modifications thereto, and all worldwide intellectual property and other proprietary rights therein. The REN shall not represent itself, expressly or implicitly, in any manner and medium, that it is an authorized reseller, distributor, partner or representative of, or otherwise associated with, Mobile Beacon or its affiliates. The REN may not use or refer to the name, trademarks, or logos of Mobile Beacon’s service provider or any of its affiliates in any advertisement, publication, other media or otherwise. The foregoing restrictions apply in addition to the terms under the Customer Agreement.

10.           Term and Termination.

10.1        Term.  Notwithstanding anything to the contrary in the Customer Agreement, this Agreement commences on the Effective Date and continues for one (1) year (the “Initial Term”). The Initial Term shall renew automatically for successive one-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”).

10.2        Termination of this Agreement.  Either Party may elect not to renew this Agreement by providing at least sixty (60) days’ prior written Notice before the end of the then-current Term (such Notice, a “Non-renewal Notice”). Mobile Beacon may terminate this Agreement for any reason by providing at least sixty (60) days’ prior written Notice to the REN (such Notice, a “Termination for Convenience Notice”). Either Party may terminate this Agreement effective immediately upon written Notice (such Notice, a “Termination for Cause Notice”) to the other Party if such Party materially breaches any of its duties or obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written Notice thereof.

10.3        Discontinuation of The Quilt Program. In the event that The Quilt Program is discontinued, expires, or is otherwise no longer in effect, Mobile Beacon, at its sole discretion, may either (a) continue to provide Services under this Agreement at Mobile Beacon’s then current standard pricing, or (b) terminate this Agreement upon not less than sixty (60) days’ prior written notice to the REN.

10.4        Effects of Termination of this Agreement.  Upon termination of this Agreement, (i) the REN shall immediately cease use of Mobile Beacon’s Marks; (ii) the REN shall immediately remit all outstanding payments; and (iii) all rights of access to and use of the Service under the Subscription shall automatically terminate and the REN will cause Permitted Users to immediately cease use of the Service.  The REN may not submit any new REN Orders after the date of Non-renewal Notice, Termination for Convenience Notice or Termination for Cause Notice, as applicable, unless approved by Mobile Beacon, provided that Mobile Beacon may, at its sole discretion, accept or fulfill any REN Orders placed after the Non-renewal Notice,  Termination for Convenience Notice or Termination for Cause Notice, as applicable.  Termination of this Agreement shall not affect any Customer Agreement between Mobile Beacon and an Authorized Quilt User, if any, then in effect. Nothing herein shall prohibit Mobile Beacon from, at its option, offering to, contracting with, and providing Services or Equipment to any Authorized Quilt User, whether during the Term of this Agreement, after the termination of this Agreement, or after the termination of The Quilt Program. After the termination or expiration of this Agreement, Mobile Beacon shall have no responsibility or liability for any authorized or unauthorized use by any Authorized Quilt User or other Permitted Users of any Equipment purchased by the REN under this Agreement. Sections 1, 3, 6.3, 7, 8, 9.2, 10.4, 11, 12 and 13 shall survive the termination or expiration of this Agreement.

11.           Governing Law and Dispute Resolution.

11.1        Governing Law.  Any question, controversy or dispute arising out of or related to this Agreement (a “Dispute”) shall be governed by and interpreted in accordance with the laws of the State of Rhode Island, without regard to its choice of law provisions.   

11.2        Dispute Resolution.  The Parties desire to resolve disputes arising out of this Agreement without litigation.  Accordingly, notwithstanding anything to the contrary in the Customer Agreement, the Parties agree to use the dispute resolution procedures set forth in this Section 11 as their sole means of adjudication with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

11.3        Dispute Notice.  At the written request of any Party (a “Dispute Notice”), the Parties to the Dispute will within seven (7) business days of the Dispute Notice, appoint knowledgeable, responsible representatives to meet and negotiate in good faith to resolve any Dispute arising under this Agreement.  The Parties intend that these negotiations be conducted by business representatives, including at least one senior executive of each Party to the Dispute.  The representatives shall meet and confer, in person or by teleconference, not later than such seventh business day after the date of the Dispute Notice.  The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives; provided that, the duration shall not exceed forty-five (45) days from the date of the Dispute Notice (an “Action Date”) unless extended by mutual written agreement of the Parties setting forth a new Action Date.  The Dispute Notice and any extension shall specify the Action Date.  The Dispute Notice shall set forth the nature of the dispute, in reasonable detail.  Discussion and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below.  Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration.

11.4        Arbitration.  If the Parties are unable to resolve the Dispute within the time period provided for in Section 11.3, the Dispute Notice shall automatically serve as a written notice of a request to submit the Dispute for arbitration if there has not been a resolution of the Dispute by the Action Date, and the Parties agree to submit the Dispute to a panel of three Arbitrators who shall be appointed within thirty (30) days of the Action Date (the “Submission Period”). During the Submission Period, the Parties shall appoint the Arbitrators in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Authority (“AAA”), as modified below.  No punitive damages (or any other amount awarded for the purpose of imposing a penalty) will be awarded for a breach of this Agreement.

During the Submission Period, the Parties may submit a request for discovery to the Arbitrators, who shall determine whether the scope of the requested discovery is appropriate or useful for the resolution of the Dispute and order the discovery in their discretion; provided that such discovery process shall be concluded not later than thirty (30) days following the submission date (the “Discovery Close Date”).

The arbitration hearing shall be fixed by the Arbitrators to be not sooner than twenty (20) days nor later than forty-five (45) days after the Discovery Close Date (the “Hearing Date”). The hearing shall be located at a neutral site as mutually agreed by the Parties, or if the Parties cannot so agree, then the location of the arbitration shall be Rhode Island.  The Federal Rules of Evidence shall apply to the arbitration hearing.  The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto.  Each Party shall bear the burden of persuasion with respect to its proposal for resolution of the matter.  The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be confidential information.  The Arbitrators will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Section.

Each Party shall be permitted to submit a pre-hearing brief not to exceed twenty-five (25) pages and such technical supporting material as is necessary or useful, to be submitted to the Arbitrators and the other Party not later than five (5) days before the Hearing Date, and each Party may issue a response thereto not later than two (2) days before the Hearing Date.  Following the arbitration hearing, each Party shall be permitted to submit a post-hearing brief not to exceed twenty-five (25) within five (5) days following the Hearing Date and a reply brief within two (2) days thereafter (the “Pleading Close Date”).  Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section, the Arbitrator shall be replaced pursuant to the rules of the AAA.  If an Arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Section and the rules of the AAA.

Within fifteen (15) days after the Pleading Close Date, the Arbitrators will prepare and distribute to the Parties a writing setting forth the Arbitration Panel’s reasons for its determination.  The findings and conclusions and the award, if any, shall be deemed to be confidential information of the Parties.  Neither Party may disclose such information to any third party other than their professional advisors or as required by law or regulations, except in connection with an action to enforce the award.

The Arbitrators are instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute.  The Arbitrators are authorized to issue monetary sanctions against either Party if, upon a showing of good cause, such Party is unreasonably delaying the proceeding.

Any award rendered by the Arbitrators will be final, conclusive, and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction.

The non-prevailing Party to an arbitration shall pay its own expenses, the fees of each Arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, reasonable attorneys’ fees and costs, and expert and witness fees and costs, incurred by the other Party to the arbitration.  In the case of a decision which partially favors each Party, expenses shall be paid as determined by the Arbitrators.  In connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrators, the prevailing Party in such a proceeding shall be entitled to recover reasonable attorney’s fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled.

Notwithstanding anything to the contrary, if a Party needs to seek a temporary restraining order or immediate injunctive relief, such Party shall be permitted to seek such relief from the state or federal courts sitting in Rhode Island, and each Party hereby irrevocably submits to the jurisdiction of any such court; provided that, any and all claims for damages shall remain subject to arbitration.

12.           Confidentiality. Each Party (the “Disclosing Party”) may from time to time prior to and during the Term of this Agreement disclose to the other Party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, whether disclosed orally, electronically, visually or in writing, marked or unmarked, that is designated as confidential or that reasonably should be understood to be confidential or proprietary under the circumstances (collectively, “Confidential Information”).  All information relating to the Services and Equipment, including pricing and rate information, quantitative, usage, volume or other numerical data, technical, operational, network or systems information, marketing, business, strategic or planning information, financial, accounting or employee information, information related to third-party agreements, carriers, vendors or partners, and any information relating to settlements, disputes, investigations or negotiations with third parties, are hereby deemed to be the Confidential Information of Mobile Beacon. Disclosing Party may mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend.  Disclosing Party may identify all Confidential Information disclosed orally as confidential at the time of disclosure. Regardless of whether so marked or identified, any information that Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by Disclosing Party at the time of disclosure to Receiving Party, will be considered Confidential Information of Disclosing Party.

12.1        Receiving Party shall not use any Confidential Information of Disclosing Party for any purpose not expressly permitted by this Agreement, and shall disclose the Confidential Information of Disclosing Party only to employees or contractors of the Receiving Party who have a need to know such Confidential Information to perform their obligations under this Agreement and who are under a duty of confidentiality and usage no less restrictive than the Receiving Party’s duty hereunder.  Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner it protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

12.2        “Confidential Information” does not include information that is:

(a)            already lawfully known to Receiving Party at the time of disclosure by Disclosing Party, through no breach of this Agreement and as evidenced by written records;

(b)            disclosed to Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; or

(c)            has become, through no fault, act or omission of Receiving Party, generally available to the public.

12.3        Receiving Party may disclose Confidential Information of Disclosing Party to the extent that such disclosure is:

(a)            expressly approved in writing by Disclosing Party;

(b)            necessary for Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or

(c)            required by law or by the order of a court or similar judicial or administrative body, provided that Receiving Party notifies Disclosing Party of such required disclosure promptly and in writing (unless prohibited by law) and reasonably cooperates with Disclosing Party, at Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

12.4        Upon the written request of Disclosing Party or the expiration or termination of this Agreement, whichever comes first, Receiving Party shall:

(a)            return to Disclosing Party, or destroy at Disclosing Party’s request, all tangible copies incorporating, in whole or in part, Disclosing Party’s Confidential Information;

(b)            erase all electronic copies of such Confidential Information in Receiving Party’s possession, custody, or control; and

(c)            certify in writing to Disclosing Party that it has complied with the requirements of this Section.

13.           Miscellaneous.

13.1        Entire Agreement; Amendment.  This Agreement (including all terms incorporated herein by reference) constitutes the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.  This Agreement may be amended only by a written document signed by both Parties.

13.2        Severability.  If any provision of this Agreement is unenforceable, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law.  The remaining provisions will continue in full force and effect and the application of such provision will be interpreted so as reasonably to carry out the intent of the Parties.

13.3        Construction.  The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.  As used in this Agreement, the word “including” means “including but not limited to.”

13.4        Waivers.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  All waivers must be in writing.

13.5        Execution. Electronic Execution and Acceptance. This Agreement may be executed and delivered by electronic means, including through a designated customer portal, electronic signature platform, email, or facsimile transmission. The REN’s acceptance of this Agreement through the customer portal, including by checking an acceptance box or similar acknowledgment mechanism, shall constitute valid execution and shall be binding upon the REN. Each Party agrees that any electronic signature affixed to this Agreement shall have the same legal force, validity, and enforceability as a manual, original signature. Delivery of an executed counterpart of this Agreement by electronic means shall be deemed effective delivery for all purposes. By executing this Agreement electronically, each signatory represents and warrants that: (a) such signatory’s electronic signature constitutes conclusive evidence of such signatory’s intent to be bound by the terms and conditions of this Agreement; (b) such electronic signature is valid and enforceable under all applicable laws, including the Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any other applicable federal or state law governing electronic signatures and transactions; (c) each Party and any third party is entitled to rely upon such electronic signature as authentic and legally binding to the same extent as a handwritten signature on a physical document; and (d) such signatory is duly authorized to execute this Agreement on behalf of the Party for whom such signatory is signing. No Party shall contest the validity or enforceability of this Agreement solely on the basis that it was executed or delivered by electronic means.

13.6        Notices.  All notices, consents, and approvals (each a “Notice”) under this Agreement must be delivered in writing to the other Party at the address set forth below: (a) by international courier; (b) by email of a PDF document; or (c) by certified or registered airmail (postage prepaid and return receipt requested).  Such Notice will be effective upon actual receipt if within normal business hours at the place of receipt, otherwise at 9:00 am on the next business day in the place of receipt, or five (5) business days after being deposited in the mail as required above, whichever occurs sooner.  Either Party may change its address or other contact information by giving Notice of the new address to the other Party. Notwithstanding the foregoing, routine or operational communications shall not constitute a “Notice” for purposes of this Section 13.6 and may be delivered by email or other commercially reasonable means to the designated representative appointed by the Parties from time to time, and may be considered as mutually agreed in accordance with the operational procedures agreed between the Parties.