This (the "Agreement") is entered into as of by and between the parties below.

1.Purpose and terms

The parties agree to the following terms of their arrangement:

2.Relationship of the parties

The parties are independent contractors. Nothing in this Agreement creates a partnership in the legal sense, joint venture, employment, or agency relationship, and neither party may bind the other except as expressly stated in the terms above.

3.Confidentiality

Each party may receive the other's non-public information ("Confidential Information") and will use it only to perform under this Agreement and protect it with at least reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, giving prompt notice where permitted. These obligations survive for 3 years after termination.

4.Intellectual property

Each party retains all right, title, and interest in its own pre-existing intellectual property, brands, content, and technology. Any licenses or rights granted between the parties are limited to those expressly stated in the terms above and only for the purpose of this Agreement. Neither party acquires ownership of the other's intellectual property by this Agreement.

5.Representations and warranties

Each party represents that it has the authority to enter this Agreement, that doing so does not breach any other agreement, and that it holds the rights and consents needed for what it contributes. Except as expressly stated, each party's contributions are provided "as is" without other warranties, express or implied.

6.Limitation of liability

To the maximum extent allowed by law, neither party is liable to the other for indirect, incidental, special, or consequential damages, or lost profits. Nothing in this Section limits either party's confidentiality obligations, indemnification obligations, or amounts expressly owed under the terms above.

7.Indemnification

Each party will indemnify, defend, and hold the other harmless from third-party claims, damages, and costs (including reasonable attorney's fees) arising from its own content, materials, breach of this Agreement, or violation of law.

8.Term and termination

This Agreement begins on the effective date and continues for the term stated above, or until terminated. Either party may terminate for material breach not cured within 15 days of written notice. On termination, each party returns or stops using the other's Confidential Information and pays any amounts then owed. Provisions that by their nature should survive do so.

9.Governing law and disputes

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law rules. Venue lies in the courts located in Texas, the prevailing party is entitled to reasonable attorney's fees, and the parties will try in good faith to resolve disputes before filing.

10.Miscellaneous

If any provision is unenforceable, the rest remains in effect and that provision is modified to the minimum extent needed to be enforceable. A party's failure to enforce a provision is not a waiver. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. Notices must be in writing to the email or address each party designates. This Agreement may be signed in counterparts and by electronic signature, each an original, and is the entire agreement between the parties, replacing prior discussions; changes must be in writing and signed by both parties.