VALUE ADDED RESELLER AGREEMENT

This Value Added Reseller Agreement (this “Agreement”) is made effective as of the “Effective Date in accompanied Order Form” (the “Effective Date”) by and between Wonder Inventions LLC (“Wonder”) and (“Reseller”). Wonder and Reseller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Wonder provides its customers with its software solution, Dynascore, which enables customers to set their videos to music (the “Wonder Service”);

WHEREAS, Reseller provides services for its customers that includes services to create or purchase professional videos and animations, (the “Reseller Services”);

WHEREAS, subject to and in accordance with the terms and conditions of this Agreement, Reseller wishes to obtain rights to market and sell the Wonder Service to Reseller’s customers, and Wonder wishes to grant such rights to Reseller.

NOW, THEREFORE, in consideration of the mutual premises herein and for other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the Parties agree as follows:

1. Grant of Rights; Restrictions.
   1. Appointment. Subject to the terms and conditions of this Agreement, during the Term (as defined below), Wonder hereby appoints Reseller as an independent, non-exclusive, authorized reseller of the Wonder Service to prospective customers (the “Customers”). This appointment is non-exclusive, and at any time, and in Wonder’s sole discretion, Wonder may itself, and may authorize third parties to, without limitation, promote, market, offer for sale, and sell the Wonder Service, alone or with other products or services, through any channel, and to any person or entity, including other resellers, systems integrators, retailers, and/or Customers. Reseller shall not market, promote, sublicense, sell, or disclose the Wonder Service to any persons or entities that Reseller knows, or has reason to know, compete, directly or indirectly, with Wonder.
   2. License Grant. Wonder hereby grants to Reseller, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited right and license during the Term to:
      
      (i) market and promote the Wonder Service to prospective Customers, bundled with other Reseller Services;
      
      (ii) sublicense the Wonder Service to Customers, and provide certain installation and support services to Reseller for the Wonder Service as described in this Agreement;
      
      (iii) use (but not sublicense the use of) the Wonder Service solely for the purpose of providing sales demonstrations to prospective Customers, and providing Support Services (as defined below) to Customers. Wonder will provide Reseller with user logins for the Wonder Service as reasonably requested by Reseller for use in exercising Reseller’s rights under this Section 1.2(iii).
   3. Restrictions. Reseller will not (and will not permit any third party, including any Customer, to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Wonder Service; (ii) other than as expressly permitted under this Agreement, copy, modify, adapt, or translate the Wonder Service, or otherwise use, resell, distribute, or sublicense the Wonder Service; (iii) remove or modify any proprietary marking or restrictive legends placed on the Wonder Service; (iv) use or sublicense the Wonder Service in violation of any Applicable Law (as defined below), or in order to build a competitive product or service; or (v) introduce, post, or upload to the Wonder Service any computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Wonder Service or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Wonder Service to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Wonder Service.
2. Orders; Customer Agreements.
   1. Order Submissions. For each prospective Customer who is interested in purchasing a music composition (“Music”) from the Wonder Service in connection with a video created by Customer through Reseller (“Video”), Reseller shall submit an order (“Order”) through the Wonder Services specifying how long the Music should be and time markers for transitions in the Videos, and any other relevant information about the Music and/or Video. In the event Wonder cannot make / meet any Order specification, Wonder will send Reseller an error response and refund any amounts paid in connection with such Order.
   2. Customer Fees. Reseller is free to determine the prices that it charges to Customers for access to and use of the Wonder Service; provided, however, that the fees charged to Customers shall not affect Reseller’s obligation to pay Wonder pursuant to Section 5 below. Reseller shall be responsible for invoicing and collecting fees from Customers, provided that its failure to do so shall not affect its obligation to pay Wonder pursuant to Section 5 below. The duration of a Customer’s right and license to access and use the Wonder Service shall be set forth in each Order, subject to Wonder’s approval.
3. Marketing and Promotion.
   1. Marketing Practices. Reseller shall use its best efforts to market and promote the Wonder Service to prospective Customers. Reseller shall at all times perform all marketing and promotional activities in an ethical and professional manner, and in accordance with all applicable local, state, municipal, and federal laws, rules, ordinances, and regulations (“Applicable Law”), the terms of this Agreement, and any guidelines provided by Wonder from time to time. Without limiting the generality of the foregoing, Reseller will (i) conduct its business in a manner that reflects favorably at all times on Wonder and its goodwill; (ii) avoid deceptive, misleading, or unethical marketing and promotional activities; (iii) make no false or misleading representations with respect to Wonder, the Wonder Service, nor any representations that are inconsistent with the Wonder’s online terms of use (“Terms of Use”), the user documentation prepared by Wonder in connection with the Wonder Service (the “Documentation”), or Wonder’s own marketing and promotional materials.
   2. Marketing Materials. During the Term, Wonder may supply Reseller with Wonder’s marketing materials for the Wonder Service (the “Wonder Marketing Materials”). Reseller may not use the Wonder Marketing Materials for any purpose other than marketing and promoting the Wonder Service. Reseller is authorized to make copies of the Wonder Marketing Materials in connection with its permitted use thereof; provided, however, that Reseller shall not remove, and shall affix to the media upon which Wonder Marketing Materials are copied, any and all proprietary markings or legends placed upon or contained with the Wonder Marketing Materials (collectively, the “Proprietary Notice”). Any and all advertising and marketing materials prepared by or on behalf of Reseller for use in marketing the Wonder Service, including materials incorporating the Wonder Marketing Materials in whole or in part, shall be subject to Wonder’s prior review and written approval in each instance before use by Reseller. Wonder’s provision of the Wonder Marketing Materials, or Wonder’s approval of any advertising or marketing material proposed by Reseller, does not in any way detract from Reseller’s obligation to comply with all Applicable Laws in connection with its marketing activities and/or use of such materials, including, without limitation, advertising regulations.
4. Support and Maintenance.
   1. Support Services. Reseller will be responsible for the initial intake and response to Customer support requests related to the Wonder Service, through support request channels that are agreed to by Reseller and the Customers, including (i) providing general information and installation, configuration, and integration support on standard Wonder Service protocols and features; (ii) collecting relevant technical problem identification information; and (iii) acting as a liaison between the Customer and Wonder in matters that require Wonder’s participation (“Support Services”). Support Services shall be provided to all Customers, and Reseller is free to charge Customers for such Support Services as part of Reseller’s general support service package. Wonder will provide reasonable support services to Reseller in respect of the Wonder Service; provided, however, that Wonder will have no obligation to provide any such support services if any amounts owed under this Agreement are past due and Wonder shall not be required to provide support services directly to Customers.
   2. New Releases; Modifications. From time to time, Wonder may make bug fixes or other enhancements to the Wonder Service, which result in a new release of the Wonder Service (each, a “New Release”). To the extent that Wonder generally makes a New Release available to its customers, Wonder will make such New Release available to Reseller’s Customers by implementing the New Release in its hosting environment, at no additional charge to Reseller or the Customer. Wonder reserves the right, in its sole discretion, at any time and from time to time, to modify the Wonder Service, in whole or in part, or to discontinue the distribution, sale, or licensing of the Wonder Service or any version thereof without liability of any kind to Reseller.
5. Fees and Payment.
   1. Fees. For each of the Wonder Services sold by Reseller hereunder, Reseller shall pay Wonder the fees set forth in Wonder’s then-current price list for the Wonder Service (the “Price List”). The Price List in its current form as of the Effective Date is set forth in the Order Form hereto. Wonder may, at its sole discretion, update the Price List at any time and from time to time upon thirty (30) days’ prior written notice to Reseller.
   2. Payment Terms. Wonder will receive subscription payment, payment format and terms from Reseller set forth in the Order Form that includes a per month average usage allocation of Wonder Services. Usage allocation can be increased if necessary at any point in time by upgrading the reseller subscription. All Fees are non-cancelable, and, unless otherwise set forth herein, non-refundable.
   3. Purchase Terms. By making payments with a credit card, you agree (i) to pay Wonder, through our third-party payment vendor, Stripe (“Payment Processor”), all charges at the prices then in effect for such Purchase, and (ii) to Stripe’s terms and conditions and privacy policy, which are available at https://stripe.com/legal and https://stripe.com/us/privacy, respectively. If you have a card or other payment method on file, by placing an order with us, you are authorizing us, through our Payment Processor, to charge such account for the purchase amount.
      
      IF YOU PURCHASE THE ANNUAL SUBSCRIPTION, YOU ARE PURCHASING A RECURRING SUBSCRIPTION, AND YOU ACKNOWLEDGE AND AGREE THAT THERE WILL BE AN INITIAL AND RECURRING PAYMENT CHARGE ON A ANNUAL BASIS AT THE THEN-CURRENT FEE, AND YOU AGREE THAT WONDER, OR ITS THIRD-PARTY PAYMENT PROCESSOR, MAY SUBMIT ANNUAL CHARGES TO YOUR CHOSEN PAYMENT METHOD WITHOUT FURTHER AUTHORIZATION FROM YOU, UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION OR CHANGE YOUR PAYMENT METHOD. WE WILL PROVIDE YOU WITH NOTICE OF RENEWAL PRIOR TO PROCESSING SUCH RECURRING PAYMENT CHARGES. YOU MAY CANCEL A SUBSCRIPTION AT ANY TIME BY TURNING OFF AUTO-RENEW IN YOUR ACCOUNT AT LEAST 24 HOURS BEFORE THE END OF THE CURRENT PERIOD. IF YOU CANCEL YOUR SUBSCRIPTION, THE EFFECTIVE DATE OF SUCH CANCELLATION SHALL BE THE LAST DAY OF THE YEAR DURING WHICH YOU PROVIDE SUCH NOTICE. YOU FURTHER ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO CANCELLATION, INCLUDING, WHERE APPLICABLE, ANY CHARGES PROCESSED BY WONDER OR ITS THIRD-PARTY PAYMENT PROCESSOR AFTER THE EXPIRATION DATE OF YOUR PAYMENT CARD.
   4. Taxes. Reseller shall be responsible for any taxes resulting from use or resale of the Wonder Services, or that otherwise arise from or relate to this Agreement, exclusive of taxes based on Wonder’s net income and corporate franchise, or furnish Wonder with evidence acceptable to the taxing authority to sustain an exemption therefrom. Taxes will be invoiced as assessed.
   5. Suspension for Non-Payment. Wonder may suspend Reseller’s Customers’ access to the Wonder Service upon written notice to Reseller if any undisputed invoiced amount due to Wonder is past due. Wonder will not suspend the Wonder Service while Reseller is disputing any invoiced amount due to Wonder reasonably and in good faith provided Reseller is cooperating diligently to resolve the dispute. Reseller will promptly reimburse Wonder for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees Wonder incurs, to the extent necessitated by Reseller’s refusal to pay any invoiced, undisputed amounts.
   6. Costs. Each Party shall be responsible for its own costs incurred in connection with this Agreement.
6. Term and Termination.
   1. Term. The initial term of this Agreement begins on the Effective Date and ends one (1) year thereafter (the “Initial Term”) unless earlier terminated in accordance with this Section 6. Upon expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year renewal terms (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless either Party notifies the other Party of its desire not to renew at least thirty (30) days prior to the end of the then-current Term, in which case the Agreement shall expire at the end of the then-current Term.
   2. Termination. Either Party may terminate this Agreement upon the other Party’s material breach of this Agreement and failure to cure such breach within thirty (30) days after written notice thereof. Further, either Party may terminate this Agreement, effective immediately, if the other Party (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   3. Effect of Termination. Termination of this Agreement will not relieve either Party of any rights or obligations accrued or accruing prior to such termination. Upon termination or expiration of this Agreement, each Party shall return to the other Party all of such other Party’s Confidential Information within the first Party’s possession or control, and certify in writing to the other Party to such return or destruction. Notwithstanding the foregoing, Reseller may retain a copy of the Documentation and any technical support materials provided by Wonder only for purposes of supporting Reseller’s contractual obligations to existing Customers. Upon termination of Reseller’s contractual obligations to existing Customers, Reseller shall return or destroy all retained copies of the Documentation and other materials, and certify in writing to Wonder that Reseller has discontinued all use of such copies and has returned or destroyed them. For avoidance of doubt, Wonder shall not be required to return to Reseller any Customer (or prospective Customer) lists or related information.
   4. Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 1.3 (“Restrictions”), Section 6.3 (“Effect of Termination”), this Section 6.4 (“Survival”), Section 7 (“Intellectual Property”), Section 8 (“Confidentiality”), Section 9 (“Representations and Warranties”), Section 10 (“Indemnity”), Section 11 (“Limitation of Liability”), and Section 12 (“General Provisions”).
7. Intellectual Property.
   1. Intellectual Property. Wonder owns and shall retain all right, title, and interest in and to the Wonder Service, the Documentation, and the Music that is purchased by Customers through Reseller, including, but not limited to, all modifications, improvements, adaptations, enhancements, or translations made to any of the foregoing, and all intellectual property rights therein (collectively, the “Wonder IP”). Wonder grants only those rights and licenses expressly provided for herein and does not hereby transfer to Reseller or any third party any title or ownership interest to any Wonder IP. Reseller owns and shall retain all right, title, and interest with respect to the Reseller Services. Notwithstanding the forgoing, Customers are granted a perpetual, royalty-free, worldwide license to access and use the Music in connection with the Video and any marketing or promotion of such Video.
   2. Customer Data. “Customer Data” means any data that a Customer or its authorized users or Reseller submit to the Wonder Service, or that is collected by Wonder about Customer, including information about a Customer’s parameters for the Music. For the avoidance of doubt, Reseller shall not provide Wonder with any personal information about Customers, and unless otherwise requested by Wonder, Reseller shall not provide Videos to Wonder. As between the Parties, Wonder is the sole owner of all right, title, and interest in and to the Customer Data.
8. Confidentiality.
   1. Definition of Confidential Information. “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that a Party (the “Disclosing Party”) provides or makes available to the other Party (the “Receiving Party”), and that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, prospective customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, (i) the Wonder Service, the Documentation, Music, and Customer Data constitute Wonder’s Confidential Information, (ii) the Reseller Services constitute Reseller’s Confidential Information, and (iii) the terms and conditions of this Agreement, are the Confidential Information of both Parties. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
   2. Restrictions on Disclosure. The Receiving Party shall (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement and any agreement entered into with Customers (the “Limited Purpose”); (ii) not disclose or permit access to Confidential Information other than to its Representatives (as defined below) who need to know such Confidential Information for the Limited Purpose, have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations hereunder, and are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 8; (iii) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (iv) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 8. For purposes of this Agreement, “Representatives” means a party’s and its affiliates’ employees, officers, directors, consultants, agents, independent contractors, and legal advisors.
   3. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by Applicable Law to disclose any Confidential Information then, to the extent permitted by Applicable Law, the Receiving Party shall: (a) promptly, and to the extent permitted by Applicable Law, prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights hereunder; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required hereunder, the Receiving Party remains required by Applicable Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
   4. Specific Performance and Injunctive Relief. The Receiving Party acknowledges that in the event of a breach of this Section 8 by the Receiving Party or its Representatives, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party or its Representatives engage in, or threaten to engage in any act which violates this Section 8, the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of this Section 8. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.
   5. Feedback. During the Term, Reseller may elect to provide Wonder with feedback, comments, and suggestions with respect to the Wonder Service (“Feedback”). Reseller agrees that Wonder will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Reseller.
9. Representations and Warranties.
   1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (i) it is duly organized, validly existing, and in good standing as a corporation or other legal entity under the Applicable Laws of the jurisdiction in which it was incorporated or organized; (ii) it has the full right, power, and authority to enter into, and perform its obligations under this Agreement, and grant the rights and licenses that it is required to grant hereunder; (iii) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such Party in accordance with its terms; and (iv) in connection with its performance under, and the exercise of its rights under, this Agreement, each Party will comply with all Applicable Laws (including, without limitation, data protection and privacy laws and advertising regulations), internal policies (including the Terms of Use and each Party’s privacy policies), and contractual obligations to which such Party is a party.
   2. Disclaimer of Warranties. THE WONDER SERVICE, INCLUDING NEW RELEASES AND UPDATES, ALL MUSIC, ALL DOCUMENTATION, AND ANY OTHER INFORMATION OR MATERIALS PROVIDED BY WONDER TO RESELLER OR TO CUSTOMERS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WONDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND WONDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WONDER MAKES NO WARRANTY OF ANY KIND THAT THE WONDER SERVICE, INCLUDING ANY NEW RELEASES OR UPDATES, MUSIC, OR ANY DOCUMENTATION, WILL MEET RESELLER’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY HARDWARE, SOFTWARE, DEVICE, SYSTEM, OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF ANY VIRUS, MALWARE OR OTHER HARMFUL CODE, OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN RESELLER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS. TO THE EXTENT THAT WONDER MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
10. Indemnity.
    1. Indemnification by Reseller. Reseller shall indemnify, defend, and hold harmless Wonder and its affiliates, and each of its and their respective officers, directors, employees, agents, successors, and permitted assigns (each a “Wonder Indemnitee”) from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by a Wonder Indemnitee in connection with any third-party claim, action, or proceeding (each, a “Claim”) arising from: (i) Reseller’s breach of any of its obligations in this Agreement; (ii) a Customer’s use of Reseller Services, the Support Services, or anything else supplied by Reseller, excluding the Wonder Service; (iii) Reseller’s gross negligence or intentional misconduct; or (iv) the Videos.
    2. Indemnification by Wonder. Wonder shall indemnify, defend, and hold harmless Reseller and its affiliates, and each of its and their respective officers, directors, employees, agents, successors, and permitted assigns (each a “Reseller Indemnitee”) from and against any and all Losses incurred by a Reseller Indemnitee in connection with any third-party Claim arising from any assertion that the Wonder Service or Music or the proper use thereof infringes, misappropriates or violates any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right (an “Infringement Claim”); provided, however, that notwithstanding the foregoing, Wonder shall have no obligation with respect to any Infringement Claim based upon any modification of the Wonder Service or Music (other than modification made by or on behalf of Wonder) or the combination, operation, or use of the Wonder Service or Music with data or programs not furnished by Wonder and not intended by Wonder for use with the Wonder Service or Music. If, as a result of any Infringement Claim regarding the Wonder Service or Music, Wonder determines that the Wonder Service or Music may be found to infringe the rights of a third party, Wonder may, at its option, either procure for Reseller (and its Customers) the right to continue using the Wonder Service or Music, or replace or modify the Wonder Service or Music to perform the same or substantially the same functions in a manner so as to avoid infringement. Further, Wonder will not be liable for any Infringement Claim based on the compatibility or incompatibility between the Wonder Service and any Reseller Services or any other products used or supplied by Reseller which are not provided by Wonder for use with the Wonder Service. This Section 10.2 states Wonder’s entire obligation and liability with respect to an Infringement Claim.
    3. Procedure. The foregoing indemnity obligations are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim (provided that failure to provide prompt written notice of the Claim will not alleviate the indemnifying Party of its obligations hereunder to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing the indemnifying Party, at its expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on the indemnified Party’s behalf without the indemnified Party’s prior written approval.
11. Limitation of Liability. EXCEPT IN CONNECTION WITH A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNITY OBLIGATIONS, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR RESELLER’S VIOLATION OF WONDER’S INTELLECTUAL PROPERTY RIGHTS: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; AND (II) NEITHER PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL EXCEED THE FEES PAID BY RESELLER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT OR EVENTS GIVING RISE TO THE CLAIM.
12. General Provisions.
    1. Relationship of the Parties. Reseller is an independent contractor (not an employee or other agent of Wonder), is solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, and income taxes), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements, or similar programs of Wonder.
    2. No Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior, written consent of the other Party, which consent will not unreasonably be withheld; provided, however, that notwithstanding the foregoing, either Party may, without any obligation to obtain the other Party’s consent, assign or transfer this Agreement in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise) with respect to such Party. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
    3. Entire Agreement; No Waiver; Modifications. This Agreement, together with all exhibits hereto, is the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements, negotiations, representations, and understandings between the Parties with respect to such subject matter. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both Parties.
    4. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.
    5. Governing Law and Forum. This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of New York. Each of the Parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Manhattan, New York for any such disputes, and waives any objections to the laying of venue in such courts.
    6. Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
    7. Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or PDF), each of which shall be deemed an original, but which together shall constitute one and the same instrument.