Terms & Conditions

This customer agreement (this “Agreement”), is effective as of the “Effective Date” as defined in the Order Form (defined herein) entered into by and between Minka Inc. (hereinafter referred to as “Minka”), a Delaware corporation, and any entity or individual submitting an Order Form for accessing any Product offered by Minka (hereinafter referred to as “Customer”). Minka and Customer are referred to herein individually as a “Party,” and collectively, as the “Parties.”

WHEREAS, Minka provides standardized, cloud-hosted software products that enable financial connectivity and account infrastructure, ;

WHEREAS, Minka and Customer desire to enter into this Agreement setting forth the terms and conditions under which Customer may subscribe to and use the Products as identified in one or more Order Forms.

Minka and Customer hereby agree as follows:

1. Definitions.

For purposes of this Agreement, the following terms have the meanings set forth below.

“Order Form” means an ordering document executed by the Parties that identifies Products, subscription terms, usage parameters, and Fees, and references this Agreement.

“Products” means Minka’s standardized software products as identified in an Order Form. The features and functionality of the Products are described in the Documentation, and each Order Form will identify the particular Products to be provided to the Customer.

“Documentation” means Minka usage guidelines and standard technical documentation for the applicable Product, the current version of which is available at https://docs.minka.io.

“Professional Services” means any integration, solutions architecture, technical implementation or other technical services provided by Minka related to the Products, as identified in an Order and described in the SLA.

“SLA” or “Service Level Agreement” means Minka’s then-current service level agreement applicable to the Products, which sets forth uptime commitments, service level metrics, exclusions, maintenance procedures, financial credit remedies, among others, the current version of which is available at SLA-platform

“Support” means the technical support services that Minka provides for the Products in accordance with the SLA and Support Policy, including responding to and addressing support requests submitted by Customer’s designated contacts. Support does not include any custom development, configuration, data migration, integration work, or customer-directed testing unless expressly agreed in an Order Form.

“Support Policy” means Minka’s Support Policy, the current version of which is available at Support Policy

“Customer Data” means data submitted to the Products by or for Customer.

"Security Incident" means (i) any actual or reasonably suspected unauthorized access to, acquisition of, disclosure of, loss of, or breach of security affecting Customer Data; or (ii) any unauthorized access to the Products or Minka’s systems that materially compromises the confidentiality, integrity, or availability of the Products or Customer Data, whether such incident occurs on systems managed by Minka or its sub-processors.

2. Products; Order Form.

2.1. Products.

Subject to this Agreement and the applicable Order Form, Minka will make the Products identified in the Order Form available to Customer on a subscription basis, as well as any Professional Services.

Minka may enhance or modify the Products in its discretion, provided such changes do not materially degrade core functionality set forth in the applicable Order Form. The subscription includes access to the standard features of the Products as described in the Documentation and applicable Order Form.

For purposes of this section, "materially degrade" means reducing or removing functionality that is included in the subscription.

2.2. Order Forms.

Each ordering document executed by the Parties that identifies Products, subscription terms, usage parameters, and Fees is an “Order Form” under this Agreement and is incorporated by reference. Customer policies or documents do not apply unless expressly incorporated in an Order Form.

2.3. Access.

During the subscription term stated in the applicable Order Form, Minka grants Customer a limited, non-exclusive, non-transferable right to access and use the Products solely for Customer’s internal business purposes, subject to the usage parameters in the Order Form.

2.4. Authorized Use.

Customer may allow such number of Customer’s employees, Customer’s customers or independent contractors as indicated on an applicable Order Form to use the Products as “Authorized Users” or Customer shall be permitted to process such volume of usage through the Products as set forth on the Order Form (“Authorized Usage”), as the case may be.

Authorized User accounts shall be accessed by the designated Authorized Users only and cannot be shared or used by more than one individual but may be reassigned to new individual replacing former Authorized Users who no longer require ongoing use of or access to the applicable Support. As a condition to access and use of the Products, each Authorized User shall agree to abide by the terms of this Agreement and each applicable Order Form, and, in each case, Customer shall ensure such compliance.

Customer shall immediately notify Minka of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User. In the event that Customer exceeds either its permitted number of Authorized Users or Authorized Usage, as set forth on any applicable Order Form, Minka may adjust Fees to reflect such excess use.

2.5. Monitoring Use.

Minka may monitor Customer’s use of the Products including but not limited to the purpose of determining compliance with this Agreement, monitoring for unexpected behaviors, identifying errors, and improving the product. Such monitoring shall be electronic and shall not unreasonably interfere with Customer’s business activities.

Minka may conduct such monitoring to determine usage data such as Authorized Usage volumes, number of Authorized Users, or other limitations as applicable. If monitoring reveals Customer’s non-compliance with the terms of this Agreement (including any license, usage, volume or Fee issues), Customer shall promptly correct such non-compliance (including by paying any underpaid Fees) based on Overage Fee defined in the respective Order Form (if listed) or Minka’s then-current list price.

3. Service Level and Support.

3.1. Incorporation of SLA and Support Policy.

Minka will provide Support and service levels for the Products in accordance with its then-current SLA and Support Policy, each of which is incorporated into this Agreement by reference, and which may be amended by Minka from time to time. Customer acknowledges that it has reviewed the SLA and Support Policy and understands the rights and obligations set forth in each.

3.2. Support Access and Customer Responsibilities.

Customer shall submit support requests and provide diagnostic information in accordance with the Support Policy. Customer’s sole and exclusive remedies for any failure by Minka to meet the service levels set forth in the SLA are the service credits expressly provided in the SLA. Service credits are applied against future Fees and have no cash value.

4. Restrictions and Responsibilities.

4.1. Minka Obligations.

(a) The Parties shall sign a document acknowledging the delivery of the Products. In the event that the acknowledgment of delivery is not signed by the Customer within [5] calendar days, the Products shall be deemed accepted by the Customer.

(b) Customer Policies. Customer policies and requirements shared during onboarding or contracting are informational only and do not apply unless expressly incorporated in an Order Form. Any requested conformance to Customer policies requires a separate, paid Order Form and mutual written agreement on scope, impact, and Fees.

4.2. Customer Obligations.

Customer shall:

(a) Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the "Customer Contract Manager"), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.

(b) Require that the Customer Contract Manager respond promptly to any reasonable requests from Minka for instructions, information, or approvals required by Minka to provide the Product or any related work.

(c) Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays or issues affecting Customer’s access to or use of the Products.

4.3. Change Orders.

Customer may request changes to an Order Form by submitting a written request describing the desired change (a “Change Request”). Minka has no obligation to review or implement any Change Request.

Any approved Change Request must be documented in a mutually executed written amendment to the applicable Order Form (a “Change Order”). No Change Request is effective unless and until a Change Order is fully executed by both Parties. Minka may decline any Change Request in its sole discretion, including where the requested change couxld impact the performance, security, availability, or architecture of the Products, or the experience of other customers.

4.4. Training and Education.

Customer shall use commercially reasonable efforts to cause Authorized Users to be, at all times, educated and trained in the proper use and operation of the Products that such Authorized Users utilize, and to ensure that the Products are used in accordance with applicable Documentation provided by Minka from time to time.

4.5. Anti-Corruption.

Both Parties agree to comply with all applicable anti-corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Neither Party shall offer, promise, authorize, or provide any payment, gift, or benefit, whether directly or indirectly, to any government official or any other person in order to improperly influence any business decision or gain an improper advantage. Both Parties shall maintain accurate records and books of account that fairly and accurately reflect all transactions and dispositions of assets. Any breach of this clause shall constitute a material breach of the agreement, entitling the non-breaching Party to terminate the agreement immediately.

4.6. Fees and Expenses.

(a) In consideration for Customer’s access to and use of the Products, Customer shall pay the Fees set out in the applicable Order Form. All Fees are non-cancelable and non-refundable except as expressly stated in this Agreement. Unless otherwise provided in the applicable Order Form, Fees are invoiced in advance and are due within thirty (30) days from the invoice date.

(b) Customer shall reimburse Minka for all reasonable expenses incurred in accordance with an Order Form, if such expenses have been pre-approved, in writing by the Customer Contract Manager, within 30 days of receipt by the Customer of an invoice from Minka accompanied by receipts and reasonable supporting documentation.

(c) Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; and to the extent Minka is required to pay any such sales, use, excise, or other taxes or other duties or charges, Customer shall reimburse Minka in connection with its payment of fees and expenses as set forth in this Agreement or any Order Form. Notwithstanding the previous sentence, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Minka's income, revenues, gross receipts, personnel, or real or personal property, or other assets.

(d) Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of 5% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Minka for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Minka does not waive by the exercise of any rights hereunder), Minka shall be entitled to suspend Customer’s access to the Products if the Customer fails to pay any undisputed amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.

5. Limited Warranty.

5.1. Minka warrants that it shall provide the Products:

(i) in accordance with the terms and subject to the conditions set out in the respective Order Form, Documentation and this Agreement and (ii) using personnel of industry standard skill, experience, and qualifications.

5.2. Customer's sole and exclusive remedy for breach of this warranty shall be as follows:

(a) Minka shall use commercially reasonable efforts to promptly cure any such breach; provided, that if Minka cannot cure such breach within a reasonable time (but no more than 10 days) after Customer's written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination; and

(b) In the event the Agreement is terminated pursuant to above, Minka shall within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Products, less a deduction equal to the fees for receipt or use of such Products up to and including the date of termination on a pro-rated basis.

5.3. Minka makes no warranties except for that provided above. All other warranties, express and implied, are expressly disclaimed.

6. Intellectual Property.

All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to all Products, Documentation, and any improvements or derivatives thereof, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Minka in the course of this Agreement, including any items identified as such in the Order Form (collectively, the "Deliverables"), except for any Confidential Information of Customer or customer materials, shall be owned by Minka.

7. Confidentiality.

From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party ("Confidential Information"); provided that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall, for the duration of this Agreement and for five (5) years thereafter: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's affiliates or employees who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Agreement, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

8. Term, Termination, and Survival.

(a) This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of one (1) year, unless sooner terminated (the “Term”). The initial term agreed herein shall be automatically extended, unless one of the Parties notifies the other Party of its intention not to renew this Agreement with no less than three (3) month notice prior to the expiration of the term.

(b) This Agreement may be terminated:

1. By mutual agreement between the Parties;

2. For cause upon written notice if the other Party materially breaches, subject to Section 5.2(a);

3. Immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors;

4. By either party upon at least three (3) months prior notice; or

5. In the event that any of the Parties is: (I) convicted by the competent authorities for crimes such as drug trafficking, terrorism, kidnapping, money laundering, financing of terrorism, management of resources related to such activities, or in any type of judicial process related to the commission of the aforementioned crimes; or (II) subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority.

(c) Upon termination of an Order Form or this Agreement, Customer’s access to the applicable Products will cease. Termination does not affect accrued payment obligations. Each Party will return or destroy the other Party’s Confidential Information upon request and, with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or the Receiving Party's Group.

9. Limitation of Liability.

9.1 Waiver of Consequential Damages.

Except for the Excluded Claims defined in Section 9.2, in no event shall Minka be liable to the Client or any third party for any loss of use, revenue, or profit, or for the cost of procurement of substitute goods or services, or for any consequential, incidental, indirect, exemplary, special, or punitive damages. This waiver applies regardless of whether such damage was foreseeable, whether Minka has been advised of the possibility of such damages, and notwithstanding the failure of any agreed remedy of its essential purpose.

9.2 Excluded Claims.

The limitations and exclusions of liability set forth in this Section 9 shall not apply to Minka's liability arising from:

1. Willful misconduct, gross negligence, or fraudulent conduct;

2. Infringement or misappropriation of third-party intellectual property rights (subject to the remedies in Section 10.1);

3. Indemnification obligations under Section 10; or

4. Fines or assessments imposed by payment networks or regulators resulting directly from Minka’s material breach.

5. Payment network fines, assessments, or penalties imposed by Visa, Mastercard, or other card or real time payment networks, or regulatory fines imposed by financial regulators, in each case resulting directly from Minka's breach of applicable rules or regulations;

6. Regulatory fines or penalties imposed by financial regulators resulting directly from Minka's material breach of its obligations under this Agreement or applicable law;

7. Either Party's breach of its data protection obligations under Section 4.8, provided that Minka's total liability for Security Incidents or data breaches caused by Minka's breach of its security obligations under Section 4.2 shall not exceed two times (2x) the amount calculated under Section 9.2; or

8. Either Party's violation of the other Party's intellectual property rights (excluding indemnified claims under Section 10).

9.3 General Liability Cap.

For any claim not constituting an Excluded Claim, Minka’s maximum aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid by the Client to Minka in the twelve (12) months preceding the act giving rise to the liability. For claims arising within the first twelve (12) months of the Effective Date, the cap shall be an amount equal to the average monthly fees paid by the Client multiplied by twelve (12).

9.4 Security Incident

"Super Cap." Notwithstanding Section 9.3, or any indemnification obligations set forth in Section 10, Minka’s maximum liability for damages resulting from a Security Incident or Data Breach caused by Minka’s breach of its security obligations shall be subject to a "Super Cap" of one and a half times (1.5x) the fees paid by the Client in the twelve (12) months preceding the incident. For incidents occurring within the first year, the cap shall be the average monthly fees paid by the Client multiplied by eighteen.

9.5 Sole and Exclusive Remedy.

The Client acknowledges that the pricing offered by Minka is based on the allocations of risk set forth in this Section 9. The remedies provided in this Agreement are the Client's sole and exclusive remedies for any breach by Minka.

10. Indemnification.

(a) Minka shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer’s authorized use of the Products infringes a U.S. patent, copyright, trademark, or trade secret of such third party, and shall pay all damages, costs, and reasonable attorneys’ fees finally awarded against Customer (or agreed in settlement by Minka) arising out of such claim. Minka shall have no obligation under this Section to the extent a claim arises from: (i) Customer Data; (ii) Customer’s or any Authorized User’s use of the Products in violation of this Agreement, the Documentation, or applicable law; (iii) modifications to the Products not made by Minka; (iv) combination of the Products with equipment, software, data, or materials not provided by Minka; or (v) use of the Products after Minka has notified Customer to cease use. If the Products are, or in Minka’s opinion are likely to be, the subject of a claim under this Section, Minka may: (A) procure for Customer the right to continue using the Products; (B) replace or modify the Products so they become non-infringing without materially reducing core functionality; or (C) terminate the affected Order Form and refund to Customer any prepaid Fees for the remainder of the applicable subscription term. This Section states Minka’s sole liability and Customer’s exclusive remedy for any claim of intellectual property infringement relating to the Products.

(b) Customer shall defend, indemnify, and hold harmless Minka from and against any third-party claim arising from: (i) Customer Data; (ii) Customer’s or any Authorized User’s use of the Products in violation of this Agreement, the Documentation, or applicable law; (iii) Customer’s business, operations, products, or services, including any transactions processed through the Products; or (iv) the acts or omissions of Customer’s clients, end customers, agents, or Authorized Users. Customer shall pay all damages, costs, and reasonable attorneys’ fees finally awarded against Minka (or agreed in settlement by Customer) resulting from such claim, except to the extent caused solely by Minka’s breach of this Agreement.

(c) The Party seeking indemnification shall: (i) provide prompt written notice of the claim; (ii) grant the indemnifying Party sole control of the defense and settlement, provided that no settlement may impose any admission of liability or non-monetary obligation on the indemnified Party without its prior written consent; and (iii) provide reasonable cooperation, at the indemnifying Party’s expense. Failure to give prompt notice shall only relieve the indemnifying Party of its obligations to the extent materially prejudiced.

(d) Customer shall defend, indemnify, and hold harmless Minka from and against any fines, assessments, penalties, or claims by payment card networks or real-time payment networks arising from: (i) Customer's violation of applicable network rules; (ii) excessive chargebacks or fraud associated with Customer's use of the Products; or (iii) Customer's failure to implement required security standards or controls.

11. Entire Agreement.

This Agreement is incorporated into and made effective by the execution of an Order Form. Any Order Form may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same instrument. Delivery of a signed copy of an Order Form by facsimile, email, or other means of electronic transmission (including electronic signature platforms) shall have the same legal effect as delivery of an original signed copy.

The Parties acknowledge and agree that, if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the terms and conditions of this Agreement shall prevail and control, unless the Order Form expressly identifies the specific provision of this Agreement that it intends to modify.

12. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section).

13. Severability.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to/the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14. Amendments.

No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by each Party.

15. Waiver.

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16. Assignment.

Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Minka. Any purported assignment or delegation in violation shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Minka may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Minka's assets without Customer's consent; provided that Minka shall not subcontract any portion of the Customer data processing without Customer’s express written consent.

17. Successors and Assigns.

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

18. Relationship of the Parties.

The relationship between the Parties is that of independent contractors. The details of the method and manner for provision of the Products or any services pursuant to the SLA or Support Policy by Minka shall be under its own control and supervision, Customer being interested only in the results thereof. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the Minka’s operations under this Agreement. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

19. No Third-Party Beneficiaries.

This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

20. Policies.

Certain aspects of the Products are further described in policies published by Minka, including the Support Policy. Minka may update such policies from time to time provided that no update materially degrades Customer’s contractual rights under this Agreement.

21. Choice of Law.

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

22. Choice of Forum.

Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Southern District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida sitting in Miami-Dade County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Southern District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida sitting in Miami-Dade County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

23. Waiver of jury trial.

Each party acknowledges that any controversy that may arise under this Agreement, including exhibits, schedules, attachments, and appendices attached to this agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement, including any exhibits, schedules, attachments, or appendices attached to this agreement, or the transactions contemplated hereby.

24. Force Majeure.

No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Customer to make payments to Minka hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control.