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    PARTICIPANT SERVICES AGREEMENT

    This PARTICIPANT SERVICES AGREEMENT (this “Agreement”) is by and between Trove Marketplace (“Trove”), a 501(c)(3) organization, (“Trove”) and (“Participant”), a (each a “Party” and together, the “Parties”).
    WHEREAS, Trove is an inclusive, accessible e-commerce platform (the “Platform”) exclusively for sellers with disabilities as self-identified under the Americans with Disabilities Act (“ADA”), to empower individuals with disabilities to generate income by selling products they create by removing barriers to traditional employment and by creating a space where talent and creativity thrive, regardless of physical or cognitive challenges (Trove’s “Mission”);
    WHEREAS, Participant wishes to participate with Trove to support its Mission by using the Platform to access its marketplace, tools, and resources; and
    WHEREAS, Trove wishes to participate with Participant by granting Participant access to the Platform.
    NOW, THEREFORE, in consideration of the mutual covenants, promises and undertakings set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

    TERMS AND CONDITIONS

    1. Services

    The Parties shall provide the services and deliver the materials as set forth herein.
    • 1.1 Trove’s Services. Trove shall provide Participant access to the Platform, business tools and seller resources to provide to Participant’s clients, which shall include the following:
      • Access to a Participant administrative account (“Participant Account”), personalized Participant dashboard (“Participant Dashboard”), and personalized storefront (“Storefront”) with microsite controls, with the ability to upload logos, set branding, and customer seller pages, management tools, resources hub (the “Hub”) and automated support features;
      • Exclusive training on supporting sellers with disabilities;
      • Co-branding opportunities and other promotional support;
      • Access to marketplace data and metrics to highlight the impact of Participant’s programs, including number of sellers recruited and onboarded, information about product listings, sales performance, revenue generated by sellers, buyer demographics, and market trends, among others;
      • Collaboration with Participant to develop tailored marketing strategies, including pre-designed social media posts and email templates, guidance on engaging local media and stakeholders, and a calendar of promotional events and campaign ideas.
    • 1.2 Participant’s Services. For its part, Participant shall be a champion and brand ambassador for the Platform by recruiting sellers to the Platform, providing ongoing training and support, and advocating for change by championing economic inclusion for individuals with disabilities and pay the Participant Fee(s) discussed below.

    2. Participant’s Representations and Agreement Regarding Allowed Use

    • 2.1 Account Activation.
      • Participant understands and acknowledges that Participant shall be provided a Participant Account and personalized Participant Dashboard, which will require Participant to choose log-in credentials. Participant is to ensure such log-in credentials remain confidential and secure to ensure no unauthorized use of the Platform. Trove cannot and will not be liable for any loss or damage from Participant’s failure to maintain the security of the Participant Account and password. Trove may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
      • If signing up for the Trove Services on behalf of an employer, the employer will be the Store Owner. When signing up for the Trove Services on behalf of an employer, use employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
      • Subject to Section 2.1.2, the person signing up for Trove’s Service by opening an Account will be the contracting party (“Store Owner”), and will be the person authorized to use any corresponding Account Trove may provide to the Store Owner in connection with Trove’s Service. Participant is responsible for ensuring that the name of the Store Owner (including the legal name of the person or entity that owns the Storefront, if applicable) is clearly visible on the Storefront.
      • Storefront can only be associated with one Store Owner. Participant must only use the Trove Market – Stripe checkout mechanism for the Storefront. “Storefront” means the online store, whether hosted by Trove or built on top of the Storefront API, associated with the Account.
    • Participant agrees not to work around, bypass, or circumvent any of the technical limitations of the Platform including to transact Seller business or process Seller orders outside the Platform, use any tool to enable features or functionalities that are otherwise disabled in the Platform, or decompile, disassemble or otherwise reverse engineer the Platform.
    • Participant agrees not to access the Platform or monitor any material or information from the Platform using any robot, spider, scraper, or other automated means.
    • Participant understands that Participant’s Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Participant’s Trademarks, copyright content, any products or services you sell through the Platform (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by Participant, Participant’s Storefront, or via any Seller.
    • Participant is responsible for: (a) ensuring its employees, agents and subcontractors comply with this Agreement; and (b) any breach of this Agreement by the Participant’s employees, agents or subcontractors. Participant acknowledges and agrees that Participant will be responsible for the performance of all of its obligations under this Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any or subsidiaries of Participant.
    • Participant shall have no obligation to refer Sellers to Trove, and Trove shall have no obligation to accept a Seller Participant has allowed to sell via the Platform through Participant’s Storefront or otherwise.
    • 2.7 Participant Responsibilities.
      • Participant acknowledges and agrees that Trove’s Services are not a marketplace, and any contract of sale made through the Services is directly between Seller and the buyer. Participant is seller of record for all items sold through the Trove Services. Participant is responsible for the creation and operation of the Storefront, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Trove will not be the seller or merchant or record and will have no responsibility for Participant’s Storefront or items sold to customers through the Trove Services.
      • Participant may not use the Trove Services for any illegal or unauthorized purpose nor may Participant, in the use of the Trove Services, violate any laws (including but not limited to copyright laws) applicable to Participant. Participant will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate Participant’s Storefront or that may be held by Participant) in Participant’s use of the Trove Service and Participant’s performance of obligations under This Agreement.
      • Seller Recruitment and Management. Participant understands and agrees that Participant may use the Participant Account and Participant Dashboard to register or otherwise refer qualified seller (each a “Seller”) to sell products on the Platform. With respect to each Seller, Participant shall ensure that each Seller is eligible to sell on the Platform, including that each Seller has accurately completed and submitted to Trove a Disability Disclosure Form. Seller shall also ensure that each Seller’s product offerings, including product descriptions, including any images, and sales conduct, including quality control, timely shipment, and dispute resolution are all compliant with the Trove Member Seller Agreement (“Seller Agreement”) and Code of Conduct. Trove reserves the right to update and change the Seller Agreement and Code of Conduct in its discretion.
      • Provide Support to Sellers. Participant understands and agrees that Participant shall act as the primary point of contact for Sellers operating through Participant’s Storefront, of which Participant agrees to provide accurate data to Trove regarding its Sellers and to use Trove’s analytics responsibly to support its Sellers.
      • Promotion of Trove. Participant agrees to promote Trove in a positive and professional manner within Participant’s community, including using Trove’s logos and branding in promotional materials where appropriate.
      • Participant understands that a Seller operating through Participant’s Storefront may also sell goods through the Platform individually and outside of Participant’s Storefront. To the extent a Seller does, Participant understands that Participant is responsible for all fees incurred via sales through Participant’s Storefront.

    3. Trove’s Rights

    • The Services have a range of features and functionalities. Not all of Trove’s Services will be available to all Participants at all times and we are under no obligation to make Trove’s Services or features thereof available in any jurisdiction. Except where prohibited in this Agreement or by applicable law, Trove reserves the right to modify the Trove Services or any part of the Trove Service for any reason, without notice and at any time.
    • Trove does not pre-screen Materials and it is in Trove’s sole discretion to refuse or remove any Materials from any part of Trove’s Services, including if Trove determines in its discretion that the goods offered via a Participant’s Storefront or otherwise through the Trove Services violate this Agreement or the law.
    • Verbal or written abuse of any kind (including threats of abuse or retribution) of any Trove employee, member, officer, seller or buyer will result in immediate Account termination.
    • Trove reserves the right to provide the Trove Services to Participant’s competitors and makes no promise of exclusivity. Participant further acknowledges and agrees that Trove employees, contractors, and sellers may also be Trove customers or merchants and compete with Participant, although they may not use your Confidential Information, defined below, in doing so.
    • In the event of a dispute regarding Account ownership, Trove reserves the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
    • Trove reserves the right to determine, in its sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If Trove is unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Trove reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

    4. Fees

    As consideration for the Trove Services being provided by Participant hereunder, Participant shall pay Trove an annual Participant fee of $10,000 USD (“Fee”). Trove will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and continue to charge the Authorized Payment Method for applicable Fees until the Trove Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency. Fees are paid in advance and will be billed annually (each such date, a “Billing Date”). In the event Trove is unable to process payment of the Fee(s) using an Authorized Payment Method, Trove may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fee(s) using an Authorized Payment Method within 28 days of our initial attempt, Trove may suspend and revoke access to Participant’s Account and the Trove Services. Participant’s Account will be reactivated upon Participant’s payment of any outstanding Fee(s), plus the Fee(s) applicable to your next billing cycle. Participant may not be able to access Participant’s Account or Storefront during any period of suspension, which includes that any Seller’s selling through Participant’s Storefront may not be able to sell. If the outstanding Fee(s) remain unpaid for 60 days following the date of suspension, Trove reserves the right to terminate Participant’s Account in accordance with Section 5. All Fee(s) are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act, Chapter 117A of Singapore), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

    5. Term; Termination

    This Agreement shall be in effect for one (1) year from the Effective Date unless terminating by either Party upon sixty (60) days’ written notice.

    6. Confidentiality

    6.1 “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Trove’s Confidential Information includes all information that Participant receives relating to Trove, or to the Trove Services, that is not known to the general public including information related to our security program and practices.
    6.2 Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents, sellers, buyers, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in this Agreement provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of this Agreement.

    7. Relationship Between the Parties

    This Agreement does not create any agency between Participant and Trove. No Party shall represent to any third party that it is the employee, agent, or joint venturer of the other or make any representation or warranty on behalf of or in the name of the other or conduct any business or accept payment or service of legal process for the other. Participant will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing, or retirement benefits, or any other fringe benefits or benefit plans offered by Trove to its employees.

    8. No Inducement

    Business Party represents and warrants to Participant that nothing contained in this Agreement or Participant’s performance of its obligations hereunder will require any Party to refer any third party to the other Party or induce the referral or procurement of services from Business Provider.

    9. Non-Exclusivity

    Each Party shall have the right to enter into substantially similar agreements with third parties to this Agreement, and to provide any person the right to promote such Party’s products and services.

    10. Limitation of Liability and Indemnification

    10.1 Participant expressly understand and agree that, to the extent permitted by applicable laws, Trove and its owner, directors, sponsors, employees, or agents (“Released Parties”) will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or this Agreement (however arising, including negligence).
    10.2 Participant agrees to indemnify and hold Trove and (as applicable) the Released Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) Participant’s breach of this Agreement or the documents it incorporates by reference; (b) or Participant’s violation of any law or the rights of a third party; or (c) any aspect of the transaction between Participant and a Seller, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Agreement.
    10.3 Participant will be responsible for any breach of the Terms of Service by your Services, agents or subcontractors and will be liable as if it were your own breach.
    10.4 Participant’s use of the Trove Services is at your sole risk. The Trove Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. Trove does not warrant that the Trove Services will be uninterrupted, timely, secure, or error-free. Trove does not warrant that the results that may be obtained from the use of the Trove Services will be accurate or reliable. Trove is not responsible for any of your tax obligations or liabilities related to the use of Trove’s Services. Trove does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the trove Services will be corrected.

    11. Intellectual Property

    Participant agrees that Participant may not use any of Trove’s trademarks, logos, or service marks of Trove, whether registered or unregistered (“Trove Trademarks”) unless you are authorized to do so by Trove in writing. Participant agrees not to use or adopt any marks that may be considered confusing with the Trove Trademarks other than for use in promoting Trove and/or its Services. Participant agrees that any variations or misspellings of the Trove Trademarks would be considered confusing with the Trove Trademarks.

    12. Privacy and Data Protection

    Trove is firmly committed to protecting the privacy of personal information and the personal information of Sellers and buyers. By using the Service, Participant acknowledge and agree that Trove’s collection, usage and disclosure of this personal information is governed by Trove’s Privacy Policy.

    13. Governing Law; Dispute Resolution and Binding Arbitration Policy / Arbitration Agreement

    13.1 These Terms are governed by the laws of Illinois in which Trove is headquartered, without regard to its conflict of law principles. Any legal actions arising out of or related to these Terms must be brought exclusively in the state or federal courts located within that jurisdiction.
    13.2 Dispute Resolution and Binding Arbitration Policy / Arbitration Agreement
    • 13.2.1 Definition. This section (known as the “Arbitration Agreement”) applies only if you are a user in North America, and applies to the fullest extent allowable by law.
    • 13.2.2 Disputes the Parties Agree to Arbitrate. The Parties agree to mandatory individual arbitration for all claims arising from or relating to Trove Services, Participant’s Services, the Platform, Participant’s Storefront, Participant’s Sellers, this Agreement (including any incorporated or referenced policy, agreement, exhibit, schedule, etc.), any products, data, or content bought, sold, offered, accessed, displayed, transmitted, or listed through the Services and actions or statements by Trove or its users, in each case including disputes that arose before the effective date of these Terms (each, a “Dispute”). Noting, however, since Trove is not a party to transactions between buyers and sellers, all transaction-related disputes must be resolved between the buyer and the seller pursuant to the Dispute Resolution Process. Trove is not responsible for resolving disputes over refunds, product issues, or service quality. Participant releases Trove from any claims, demands, and damages arising out of disputes with other users or third parties. The exception is that each Party may (1) bring qualifying individual claims in “small claims” court, so long as those claims remain in small claims court; and (2) seek injunctive relief in court for infringement or misuse of intellectual property rights (like trademarks, copyrights, and patents). All other Disputes must be arbitrated, which means the Parties are each waiving their respective right to sue in court and have a court or jury trial.
    • 13.2.3 Required Initial Information Resolution Attempt. Before filing an arbitration, the Parties will try in good faith to resolve any Dispute informally. To start the dispute process, the initiating Party must send an individualized written notice (“Notice of Dispute”) to the email set forth in Section 14 that includes (1) contact name information and (2) a description of the Dispute and how the initiating Party would like it resolved. Once a complete Notice of Dispute has been received, the receiving Party has 60 days to investigate the claims. If either side requests a settlement conference during this period, then the Parties must cooperate to schedule that meeting by phone or videoconference. The Parties each will personally participate and can each bring counsel, but the conference must be individualized, even if the same firm(s) represent multiple parties. For the claims in the Notice of Dispute, any statute of limitations will be tolled from the date the notice is received until the later of (i) 60 days, or (ii) after a timely requested settlement conference is completed (“Informal Resolution Period”). An arbitration cannot be filed until the Informal Resolution Period has ended, and a court can enjoin the filing or prosecution of an arbitration in breach of this Section. During the Informal Resolution Period, the Parties agree to work in good faith to resolve the issue; however, if the Parties are unable to, then the Parties, which includes the Parties’ respective employees, officers, directors, agents, subsidiaries, and affiliates, agree to submit their disputes exclusively to binding individual arbitration, and the Parties will not sue each other in court before a judge or jury, except in the limited circumstances described below.
    • 13.2.4 Arbitration Rules and Procedures. To initiate arbitration, the initiating Party must file an arbitration demand with the American Arbitration Association (“AAA”). The initiating Party must serve the other with any arbitration demand by mail to the contact information set forth in Section 14. If the AAA cannot or will not administer the arbitration in accordance with Section 13, the Parties will select another provider (and if the Parties cannot agree, a court will choose the provider).
    • 13.2.5 Arbitration Logistics. The arbitration will be conducted in the English language by a single arbitrator. Unless otherwise agreed by the parties or ordered by the arbitrator, (i) if the amount in dispute is less than $25,000, the arbitration will be conducted as a documents-only arbitration (i.e., there will be no in-person or telephonic hearing); and (ii) if the amount in dispute is $25,000 or more, the arbitration will be held by videoconference (i.e., there will be no in-person hearing). If an in-person hearing is required, it will be held in Cook County, Illinois.
    • 13.2.6 Binding Authority. The arbitration will be decided under AAA’s Commercial Arbitration Rules. As in court, the arbitrator shall apply governing law and any counsel must comply with Federal Rule of Civil Procedure 11(b); and the arbitrator may impose any sanctions available under the AAA Rules, Rule 11, or other applicable law. The arbitrator also shall enforce statutes of limitations and other time-based defenses, offers of judgment/compromise, and fee-shifting rules in the same way as a court would.
    • 13.2.7 Arbitrator Authority. The arbitrator will have exclusive authority to resolve all issues, except that a court has exclusive authority to decide issues related to the arbitrability of a dispute, the enforceability of any part of this Section (Arbitration and Dispute Resolution Agreement (North America)), and either party’s compliance with Section 13.2.3 (Informal Dispute Resolution). The arbitrator can award damages and other relief only in favor of the individual claimant, and only to the extent necessary to provide relief warranted by the claimant’s individual claim(s). The arbitrator will not be bound by decisions reached in other arbitrations. The arbitrator’s award is final and binding on the Parties. Judgment on the award may be entered in any court with jurisdiction.
    • 13.2.8 Arbitration Fees. Payment of all filing, case-management, administrative, hearing, and arbitrator fees (“Arbitration Fees”) will be governed by the AAA’s rules and fee schedules, unless otherwise stated in this Arbitration Agreement.
    • 13.2.9 Choice of Law and Forum. Trove is based in Illinois. With respect to claims between the Parties that are not subject to arbitration, or in the event of any necessary injunction or other equitable relief, the Parties agree to litigate those claims exclusively in state or federal court in Cook County, Illinois and to submit to the personal jurisdiction of those courts. Except as prohibited by law, these Terms shall be governed exclusively by Illinois law, without regard to conflict-of-law rules, and U.S. federal law (including the Federal Arbitration Act).

    14. Miscellaneous

    • 14.1 Force Majeure. Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than obligations to pay amounts payable hereunder) where such delay or failure arises by reason of any Act of God, or any government or any governmental body, acts of the common enemy, the elements, strikes or labor disputes, or other similar or dissimilar cause beyond the control of such Party.
    • 14.2 Notice. Whenever notice must be given under the provisions of this Agreement, such notice must be in writing and will be deemed to have been duly given when received or delivered (as evidenced by affidavit, applicable receipt, or confirmed transmission, as applicable) by (i) hand; (ii) certified mail, return receipt requested, postage prepaid; (iii) overnight delivery service prepaid with instructions for next business day delivery (receipt confirmed); or (iv) facsimile (transmission confirmed) or electronic mail (transmission confirmed) during normal business hours or on the next business day if sent after normal business hours. Notices must be sent to the addresses or facsimile numbers of the receiving Party below:

      If to Trove:
      If to Participant:
    • 14.3 Recitals. The recitals of this Agreement are an integral part of this Agreement and are incorporated by reference made a part hereof.
    • 14.4 Captions. Section titles, captions and headings contained in this Agreement are inserted as a matter of convenience and are for reference only.
    • 14.5 Waiver. The waiver by either Party of any breach by the other Party of its obligations hereunder shall not prevent the subsequent enforcement of any such representation, warranty, promise, and/or covenant as to any aspect that has not been waived, nor shall it be deemed a waiver of any subsequent breach of this Agreement. No waiver of any breach or violation of this Agreement shall be implied from forbearance or failure by a Party to take action upon any breach or violation of this Agreement.
    • 14.6 Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, that either Party may assign its rights and delegate its obligations under this Agreement to a wholly owned subsidiary or in conjunction with its reorganization, merger, or the transfer of substantially all its stock or the assets to which this Agreement pertains, without the other Party’s prior consent. Any assignment contrary to this Agreement is void.
    • 14.7 No Third Parties Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns, and no other person or entity shall have any right to rely on or to claim or derive any benefit from this Agreement.
    • 14.8 Entire Agreement. This Agreement, including all incorporated documents, policies, exhibits and schedules hereto, constitute the entire agreement between the Parties regarding the subject matter of this Agreement and supersede all previous agreements and arrangements between the Parties relating to the subject matter hereof, whether written or oral. No terms, conditions, or provisions other than those expressly contained herein shall be deemed to be part of this Agreement.
    • 14.9 Amendments. No Party may waive, amend, or modify this Agreement nor any of its terms or conditions except by means of a written instrument duly executed by Participant and Trove.
    • 14.10 Severability. Any section of this Agreement which is prohibited or which is held to be void or unenforceable at law shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable at law or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and shall not invalidate or render unenforceable such provision in any other jurisdiction.
    • 14.11 Counterparts. This Agreement may be executed in any number of counterparts, including by pdf or e-signature that together shall constitute one and the same instrument.
    IN WITNESS WHEREOF, the Parties have executed this Trove Agreement as of the Effective Date, which is the latest date signed by the Parties below.

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