Terms of Purchase

Last updated: September 2, 2026 · Version: 2026.09

You are purchasing one or more educational products or services offered by MTN LABS LLC (the “Company” or “we”), including, as applicable, courses, certifications, workshops, events, programs, plans, or subscriptions (collectively, the “Service”). You must be at least 18 years old to purchase or use the Service through the Company. The Company does not currently offer accounts or Services to anyone under 18 years of age.

By purchasing the Service, the Purchaser and the Company agree to these Terms of Purchase, together with the Company’s Terms of Use and Privacy Policy (collectively, this “Agreement”), which set out the legal terms and conditions governing the purchase and use of the Service and form a legal agreement between the Purchaser and the Company. In case of conflict between these Terms of Purchase and the Terms of Use or the Privacy Policy, these Terms of Purchase shall prevail.

Definitions

• “Service” means the educational products or services purchased, as described above, including access to live courses, course content and materials, and other information and materials created by the Company (collectively, the “Content”), as well as access to the Company’s members-only website (the “Campus”).

• “Purchaser” means the individual or legal entity that contracts and/or pays for the Service.

• “Participant” means the individual authorized to use the Service. The Purchaser and the Participant may be the same person or different persons.

• “Order Form” means any checkout, commercial proposal, purchase order, electronic form, accepted quote, or equivalent document that identifies the Service purchased and its specific commercial conditions.

• “You” refers to the Purchaser and, where the context relates to the use of the Service, also to the Participant.

Where the Purchaser is a company or other entity, the person completing the purchase represents and warrants that they have sufficient authority to bind that entity. The Purchaser is responsible for ensuring that each Participant it authorizes complies with this Agreement.

Service Features

The specific features of the Service purchased, including price, duration, included content, access period, and any particular conditions, will be those indicated on the applicable purchase page, Order Form, or expressly accepted commercial proposal.

Access and Participants

Unless expressly stated otherwise in the purchase page, expressly accepted commercial proposal, or Order Form, each access to the Service is assigned to one (1) Participant and is personal, individual, and non-transferable. A subscription may be purchased for a single Participant or, in the case of organizational subscriptions, for one or more authorized Participants, as indicated in the applicable purchase page, expressly accepted commercial proposal, or Order Form. Upon registration, each Participant must create their user profile with their own email address and authenticate through the methods enabled by the Company, such as a verification code sent to their email address or sign-in through third-party identity providers, to use during the Service and in the private area of the Campus.

Where an organization purchases access for several people, it must purchase the corresponding number of licenses or seats. If you wish to take the Service together with a business partner or collaborator, each of you must purchase your own access.

In the case of organizational subscriptions, the reassignment or replacement of Participants may be permitted where the applicable purchase page, expressly accepted commercial proposal, or Order Form so provides.

Payment Policy and Taxes

The Purchaser is responsible for paying for the Service in full and for providing the Company with a valid credit card or other payment method authorized by the Company.

Prices do not include taxes, withholdings, duties, or other governmental charges unless expressly stated otherwise. The Purchaser is responsible for any taxes applicable to the transaction, except for taxes calculated on the Company’s net income.

Purchases via Invoice or Purchase Order

Where the Company authorizes payment by invoice, bank transfer, ACH, purchase order, or any other mechanism outside the online checkout, the purchase remains equally subject to this Agreement.

Before completing the purchase, the Purchaser must expressly accept this Agreement through an electronic form, email, electronic signature, Order Form, or any other mechanism that allows such acceptance to be recorded.

Where the Service is purchased by invoice, payment must be made within the period stated on the invoice. Unless otherwise agreed in writing, the Company may condition activation of the Service on receipt of full payment.

The invoice will document the commercial conditions previously agreed and will not, by itself, modify this Agreement or a previously accepted Order Form, except with the Purchaser’s subsequent express acceptance.

Payment Plans and Conditional Access

By choosing a payment plan, the Purchaser agrees to complete all agreed-upon payments. Access to the Service is granted with the first payment; however, the Company reserves the right to suspend or revoke access if subsequent payments are not completed within the established timeframe. This obligation to complete the payment plan is subject to the cancellation and refund rights expressly set out in this Agreement. Where a valid cancellation results in an obligation lower than the full price of the Service, the outstanding installments and any applicable refund will be adjusted in accordance with the Cancellation and Refund Policy.

In the event of non-payment, the Purchaser understands and agrees that the Company may:

• Immediately suspend access to the Service.

• Pursue the amounts owed, including through collection services or legal action where appropriate.

• Charge late fees or administrative penalties, if applicable.

No Payment Reversal

Once a partial or full payment is made, it cannot be reversed or refunded unless the conditions expressly stated in the Cancellation and Refund Policy of this Agreement are met.

Payment plans represent a financial commitment on the part of the Purchaser for the price of the Service, subject to the cancellation and refund rights expressly set out in this Agreement. If the Purchaser starts a payment plan, access to the Service is granted, and the Purchaser later cancels their payment method or disputes transactions without having exercised a valid cancellation under this Agreement, the Company may take the legal and administrative action necessary to recover the amounts owed.

Plans and Subscriptions

Some Services may be offered as subscriptions for a fixed period.

A subscription may include access to a specific number of programs, to certain categories of programs, to all programs covered by the plan, or to other specific benefits, as set out on the applicable purchase page, expressly accepted commercial proposal, or Order Form. The number of programs included, the categories included or excluded, the number of Participants, additional services, and other commercial features will depend on the plan purchased.

The duration of each subscription will be as specified in the applicable purchase page, expressly accepted commercial proposal, or Order Form. Unless expressly stated otherwise at the time of purchase, a fixed-term subscription ends automatically at the end of that period and does not renew automatically.

A subscription period begins on the date indicated in the Order Form or, if no date is specified, on the date the Company activates the subscription.

During the subscription period, the authorized Participants may access the programs and benefits included in the plan in accordance with the conditions, availability, schedules, and requirements applicable to each of them.

Where a subscription includes a specific number of programs, enrollments will be counted against the programs or benefits included in the plan in accordance with the selection, enrollment, change, cancellation, and usage conditions applicable to that subscription.

Where a subscription includes unlimited access to certain programs, the Participant may enroll in those programs during the term of the subscription without paying the individual program price again.

In all cases, participation is subject to seat availability, schedule, prerequisites, certification requirements, participation conditions, and any other requirements specific to each program.

Unless the purchase page, expressly accepted commercial proposal, or Order Form expressly provides otherwise, the access, enrollments, credits, or other benefits included in a subscription must be used during its term. Benefits not used by the end of that period will expire and will not be carried over, transferable, or refundable.

Optional or additional services, including customized services for organizations, are not part of a subscription unless expressly included in the applicable purchase page, expressly accepted commercial proposal, or Order Form, and may be subject to additional prices and conditions.

Access to Content and Recordings

Where a course or program includes content, materials, or session recordings available on the Campus, the access period for them will depend on how the course or program was purchased.

If the Participant accesses a course or program as part of a subscription, whether through credits or benefits included in the plan or through special prices available to subscribers, the Participant may access the content and recordings of that course or program for as long as the subscription remains in force or the Participant maintains an active subscription with the Company.

If the course or program is purchased individually and not through a subscription, the Participant may access the content and recordings during the course or program and for up to thirty (30) days after its completion. Where the applicable purchase page, expressly accepted commercial proposal, or Order Form expressly provides for a different access period, whether longer or shorter, that period shall prevail. Certain courses, programs, or activities, including free ones, may have shorter access periods.

Cancellation and Refund Policy

Our commitment is to transform people’s businesses, careers, and lives. We invest an extraordinary amount of time and effort into this Service, and we expect you to do the same.

A. Individual courses and programs

You may cancel your participation in an individual course or program under the following conditions:

• Participation in the Service is confirmed only upon payment of the seat.

• If you cancel at least 15 calendar days before the start date of the Service, a 5% cancellation fee of the amount paid will be charged. A 95% refund of the amount paid will be issued.

• If you cancel between 15 calendar days and two business days before the start date of the Service, a 30% cancellation fee of the full Service price will be charged, regardless of how much you have paid as of the cancellation date. Any excess will be refunded.

• If you cancel within two business days before the start date of the Service, a 70% cancellation fee of the full Service price will be charged, regardless of how much you have paid as of the cancellation date. Any excess will be refunded.

• If you request a change of cohort at least 15 calendar days before the start date of the Service, a 5% change fee of the amount paid will be charged. If you later request cancellation, no refund will be issued and you must pay the full price of the Service.

• If you request a change of cohort between 15 calendar days and two business days before the start date of the Service, a 10% change fee of the full Service price will be charged. If you later request cancellation, no refund will be issued and you must pay the full price of the Service.

• If you request a change of cohort within two business days before the start date of the Service, a 30% change fee of the full Service price will be charged. If you later request cancellation, no refund will be issued and you must pay the full price of the Service.

• After the Service begins, no refunds or cohort changes will be permitted, without exception.

• If the Company cancels a course or program before its start date and does not offer a reasonably equivalent alternative accepted by the Purchaser, 100% of the amount paid for that course or program will be refunded.

• If a course or program that has already started must be interrupted by the Company, the Company may reschedule the affected sessions or take other reasonable measures to allow the Service to be completed. If the Company determines that it cannot complete the Service within a reasonable time, it will provide the refund corresponding to the portion of the Service not delivered, unless applicable law requires a different remedy.

• All cancellation or change requests must be made by email to hola@alaimolabs.com

• Please do not enroll in the Service if you only want to “try it.”

B. Subscriptions

The cancellation and refund conditions applicable to a subscription will be those indicated on the applicable purchase page or Order Form.

Unless expressly stated otherwise, once a subscription has been activated and access to the included Services has been granted, the amounts paid are non-refundable, except where required by applicable law.

The conditions for selecting, reserving, changing, or cancelling participation in programs included in a subscription will be those indicated in the purchase page, expressly accepted commercial proposal, Order Form, or conditions applicable to that subscription. Programs in which the Participant enrolls under a subscription are additionally subject to the participation, attendance, schedule, and certification requirements applicable to each program. Cancelling or changing a program included in a subscription does not by itself give rise to any refund of the subscription price.

Cancellation fees, cohort-change fees, or other penalties calculated on the individual price of a course or program will not apply where the Participant accesses the program as part of a subscription, unless the conditions applicable to that subscription expressly provide otherwise.

Mandatory consumer rights

Nothing in this Policy limits any cancellation, withdrawal, refund, or other consumer rights that cannot be waived under applicable law. Where such rules grant the Purchaser rights greater than or additional to those set out in this Agreement, those rules shall prevail.

Express Consent

Before completing the purchase of the Service, the Purchaser must expressly accept this Agreement.

Acceptance may be given by, among other mechanisms, ticking an acceptance checkbox on the website, electronic signature, Order Form, affirmative reply by email, or any other electronic procedure that allows the Purchaser’s consent to be reasonably recorded.

The Company may keep electronic records of such acceptance, including date, time, identity of the Purchaser, and the version of the Agreement accepted.

Payment Disputes and Chargebacks

Nothing in this section limits any legal rights the Purchaser may have regarding unauthorized transactions, billing errors, or other legitimate disputes.

Before initiating a dispute related to the provision of the Service, we ask that the Purchaser contact the Company at hola@alaimolabs.com to try to resolve the matter.

The Company reserves the right to contest chargebacks it considers unfounded and to provide the payment processor with evidence of the purchase, acceptance of this Agreement, and access to and use of the Service. If the Purchaser files a chargeback without valid and verifiable justification, the Company may additionally:

• Suspend access to the Service immediately.

• Initiate legal action to recover the amount owed plus legal costs, if applicable.

Evidence for Disputes

The Company may collect, retain, and present, in accordance with its Privacy Policy and applicable law, the following as evidence in disputes with banks or payment processors:

• Record of acceptance of this Agreement, including date, time, and version accepted.

• Access logs to the Content.

• Records of participation in live sessions.

• Screenshots or activity logs within the platform.

• Any other evidence reasonably necessary to resolve payment disputes.

Intellectual Property

You agree that the Service contains Content owned by the Company and/or its licensors and protected by copyright, trademark, and other applicable intellectual property laws. Unauthorized copying, distribution, or use of the Content, including sharing or uploading Service files or recordings to file-sharing sites, constitutes a breach of this Agreement and may infringe the intellectual property rights of the Company or of third parties.

The Company provides the Service and the Content exclusively for the Participant’s learning and professional development. The Participant may apply the knowledge acquired in their professional or business activity, but may not copy, reproduce, distribute, sublicense, resell, or commercially exploit the Company’s Content without express written authorization. More specifically, unless expressly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works from, exploit, or distribute in any way or by any means (including email or other electronic means) any material from the Service. You may, however, download and/or print one copy of individual Campus pages for your individual use in connection with your participation in the Service, provided all copyright, trademark, and other proprietary notices remain intact.

To be clear, the Participant may not copy, substantially adapt, reproduce, distribute, publish, sublicense, sell, or use the Company’s Content to create or market courses, programs, guides, materials, products, or other resources that substantially reproduce or substitute the Company’s protected Content, except with express written authorization.

Nothing in this section prevents the Participant from applying the knowledge acquired in their professional activity, making references or quotations permitted by law, publicly identifying their participation in a Service of the Company, or expressing honest opinions about their experience.

All copyrights in and to the Service (including the compilation of Content, posts, links to other Internet resources, and descriptions of those resources) belong to the Company and/or its licensors, who reserve all their respective rights in law and in equity.

USE OF THE SERVICE, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY AND OTHERS, AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

Trademarks, service marks, graphics, and logos used by the Company in connection with the Service are common-law or registered trademarks of the Company. No right or license is granted to you with respect to any of these trademarks.

Third-party names, marks, logos, and products mentioned or used in the Service, including those of the tools, platforms, and software services used in the programs, are trademarks or registered trademarks of their respective owners. They are used solely for identification and educational purposes, and their mention does not imply any affiliation, sponsorship, endorsement, or relationship between those owners and the Company, unless expressly stated otherwise.

Privacy and Confidentiality

The Service is subject to the Company’s Privacy Policy. The Service is not directed to anyone under 18 years of age, and the Company does not knowingly collect personal information from anyone under 18. The Company reserves the right to request proof of age to verify that no one under 18 is using the Service.

We respect your privacy and must insist that you respect the privacy of the other people participating in the Service (the “Participants”).

By purchasing the Service, you agree:

• not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights of the Company or of the Participants in the Service;

• that any confidential information shared by Participants or any of the Company’s representatives is confidential and proprietary and belongs solely and exclusively to the disclosing Participant or to the Company;

• not to disclose such confidential information to any other person or use it in any way other than in discussion with other Participants during training sessions;

• that the Content remains the intellectual property of the Company and may only be used in accordance with this Agreement; and that any non-public information or material identified as confidential, or that should reasonably be understood to be confidential by its nature or by the circumstances in which it is shared, must be kept confidential;

• that the reproduction, distribution, and sale of the Content by anyone other than the Company is strictly prohibited; and

• that if you breach, or threaten to breach, any of your undertakings in this paragraph, we will be entitled, among other things, to injunctive relief to prevent such breaches.

While you are free to discuss your personal results from the Service, you must keep the experience and statements, oral or written, of all other Participants in the strictest confidence.

Members Area and Group

Participation in the Service community is about learning, not about trying to turn other Participants into your clients. You are not permitted to offer your services, sell your programs or products, or invite Participants to join other social networks, groups, or programs. This is a learning space and a no-promotion, no-sales environment. Sharing affiliate links within the Members Area or Group is not allowed.

A breach of these rules may constitute a material breach of this Agreement and give rise to the limitation, suspension, or termination of access in accordance with the Termination section of this Agreement.

Online Attendance for Certifications

If the Service is online and requires attendance validation, you are expected to keep your camera on at all times. Having your camera off may result in denial of the certification. Please make the necessary arrangements (hardware, network speed, etc.) to avoid any camera issues.

Third-Party Services, Tools, and Websites

Some programs may require or recommend the use of third-party services, software, platforms, APIs, or tools. Unless expressly stated otherwise, such services are not included in the price of the Service and the Participant is responsible for contracting and paying the corresponding costs directly. The availability, price, terms, operation, or continuity of third-party services are outside the Company’s control.

The Company may also provide links to third-party materials and websites and set up groups or communities on third-party platforms for your convenience and that of other Participants. These third-party materials and websites are not part of the Service and may be withdrawn or discontinued at any time without any liability on the part of the Company. You agree that you are responsible for all payments and other obligations associated with your use of third-party materials and websites. You further agree that the Company is not responsible for examining or evaluating the content and accuracy of third-party materials and websites, and that the Company does not warrant and will have no liability for third-party materials, websites, products, or services. You also agree not to use third-party materials and websites in a manner that infringes or violates the rights of third parties, and that the Company will not be liable for any misuse of third-party materials and websites.

Updates to Tools and Curriculum

The Company may reasonably update the tools, platforms, exercises, materials, instructors, content, or methodologies used in the Service to maintain its educational relevance, provided that such changes do not substantially alter the nature of the Service purchased.

DISCLAIMER

THE SERVICE, THE CAMPUS, THE CONTENT, AND ANY OTHER MATERIALS PROVIDED BY US HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

In addressing financial matters in any of our Content, we have made every reasonable effort to ensure that we accurately represent our Service and its potential to grow your business, your career, and/or improve your life. However, the Company does not guarantee that you will obtain any results or earn any money using any of our ideas, tools, strategies, or recommendations, and nothing in the Service, the Content, or the Campus is a promise or guarantee of future earnings.

YOU EXPRESSLY AGREE THAT YOUR USE OF OR INABILITY TO USE THE SERVICE IS AT YOUR OWN RISK. By purchasing the Service, you accept and understand that you are fully responsible for your progress and for the results of your participation, and that we make no verbal or written representations or warranties regarding your earnings, business results, marketing performance, audience growth, or results of any kind. You alone are responsible for your actions and results in life and in business, which depend on personal factors including, among others, your skill, knowledge, dedication, business acumen, network, and financial situation. You also understand that testimonials or endorsements from our clients or audience featured in our programs, websites, content, landing pages, sales pages, or offers have not been scientifically evaluated by us, and the results experienced by individuals may vary significantly. Any statements made on our websites, programs, content, and offers are simply our opinion and therefore do not constitute guarantees or promises of actual performance. We do not provide professional legal, medical, psychological, or financial advice.

Additional Terms and Conditions

1) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict-of-law principles, except to the extent that the law mandatorily applicable to the Purchaser provides otherwise. The validity, interpretation, and legal effect of this Agreement shall be determined in accordance with that law.

2) LIMITATION OF LIABILITY. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR TORT CLAIMS: (I) THE COMPANY, ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, DISTRIBUTORS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING YOUR USE OF THE SERVICE; AND (II) YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICE AND TO OBTAIN ANY REFUND EXPRESSLY PERMITTED UNDER THE CANCELLATION AND REFUND POLICY OF THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE LIMITATIONS LISTED ABOVE IN THIS SECTION MAY NOT APPLY TO YOU.

AS SET OUT IN OUR PRIVACY POLICY, THE COMPANY WILL MAKE REASONABLE EFFORTS TO PROTECT THE INFORMATION SUBMITTED BY YOU IN CONNECTION WITH YOUR PURCHASE AND USE OF THE SERVICE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR OWN RISK.

3) HONEST OPINIONS. Nothing in this Agreement limits any person’s right to express honest opinions about the Service. This provision does not authorize the disclosure of confidential information, protected content, or unlawful communications.

4) BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties’ successors, executors, heirs, representatives, administrators, and permitted assigns. You have no right to assign this Agreement, by operation of law or otherwise. Each Participant’s access to the Service is personal and non-transferable while it remains assigned to that Participant, without prejudice to any reassignment or replacement rules that may apply to organizational subscriptions in accordance with the applicable purchase page, expressly accepted commercial proposal, or Order Form.

5) TERMINATION. The Company is committed to providing all clients of the Service with a positive experience. If the Purchaser or Participant breaches this Agreement, or if the Company reasonably suspects that a breach has occurred, the Company may temporarily suspend access while it investigates the situation.

In the event of a confirmed material breach, the Company may limit, suspend, or terminate participation in the Service and/or terminate this Agreement. Where the breach is reasonably curable, the Company may, at its discretion, offer the Purchaser or Participant a reasonable opportunity to cure it before final termination.

Termination for a material breach by the Purchaser or Participant will not give rise to any right to a refund, unless applicable law provides otherwise.

Provisions which by their nature should continue in effect after the expiration or termination of the Agreement shall survive such expiration or termination, including, as applicable, payment obligations already accrued, intellectual property, confidentiality, limitation of liability, and indemnification.

6) FORCE MAJEURE. The Company shall not be liable for delays, interruptions, or temporary inability to provide the Service caused by events beyond its reasonable control, including natural disasters, hurricanes, fires, health emergencies, labor disputes, governmental actions, significant interruptions of telecommunications or infrastructure services, or comparable situations. Where reasonably possible, the Company will endeavor to reschedule or continue the affected Service. Nothing in this provision shall limit any non-waivable rights of the Purchaser under applicable law.

7) CHANGES. The Company may modify these Terms of Purchase from time to time. Modifications will apply to purchases made on or after their effective date.

With respect to Services or subscriptions already purchased, any material modification will apply only where permitted by applicable law and, where appropriate, will be communicated to the Purchaser by email or through the Campus.

The version applicable to a purchase will be, unless otherwise required by law, the version accepted at the time the purchase was made. Each version of these Terms of Purchase is identified by its last-updated date and version number. If you have any questions, please contact our legal department directly at legal@alaimolabs.com

8) INDEMNIFICATION. You agree to indemnify and hold harmless the Company and its owners, officers, employees, contractors, affiliates, and successors from and against third-party claims, liabilities, damages, costs, and reasonable expenses, including reasonable legal fees, arising directly from: (a) a material breach of this Agreement by You; (b) your unlawful or unauthorized use of the Service; or (c) your infringement of intellectual property or other rights of third parties.

9) ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. This Agreement, together with the applicable Order Form, the Terms of Use, the Privacy Policy, and any specific terms expressly incorporated, constitutes the entire agreement between the parties with respect to the Service purchased and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written or oral, between the parties. The Terms of Use available at https://alaimolabs.com/en/legal/terms/ and the Privacy Policy available at https://alaimolabs.com/en/legal/privacy/ are an integral part of this Agreement.

In case of conflict between documents, the following order of precedence shall apply:

1. The Order Form or agreement expressly accepted by both parties, solely with respect to the specific commercial conditions set out therein.

2. These Terms of Purchase.

3. The Terms of Use.

4. The Privacy Policy.

5. The descriptive pages or promotional materials of the Service.

10) COMPLIANCE WITH LAW. The parties shall comply with all applicable laws in the performance of this Agreement. Wherever there is a conflict between any provision of this Agreement and any applicable law, the applicable law shall prevail.

11) SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall continue in full force and effect.

12) NO WAIVER. The failure of either party to insist upon the performance of any obligation hereunder shall not be deemed a waiver of such obligation. The waiver of any breach of any provision shall not be deemed a waiver of any other breach of that provision or of any other provision.