Last Modified: May 28, 2025

This Master Service Agreement ("Agreement") is a binding agreement between you ("Customer" or "You") and basicix, LLC, an Arizona limited liability company (“Provider”). This Agreement governs your use of the Services. From time to time, You and Provider shall be referred to herein collectively as the “Parties” and each, individually, as a “Party.”

SIGNING UP FOR BASICIX’S SERVICES CREATES A CONTRACT BETWEEN YOU AND BASICIX, CONSISTING OF THE ORDER, ANY APPLICABLE SERVICE DESCRIPTION, THE WEBSITE TERMS OF SERVICE http://www.basicix.com/terms, THE PRIVACY NOTICE http://www.basicix.com/privacy, AND THIS AGREEMENT (AS DEFINED BELOW). ANY ONE OF THE FOLLOWING ACTIONS CONSTITUTES YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS: (1) ACCEPTING THE TERMS AND CONDITIONS ELECTRONICALLY DURING THE ORDERING PROCESS; (2) LOGGING ON TO USE THE SERVICES; OR (3) YOUR SUBMISSION OF AN ORDER AND/OR ACCEPTANCE OF A QUOTE. BY ACCEPTING THIS AGREEMENT THROUGH ONE OF THESE ACTIONS YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT.

1. DEFINITIONS

a. “Customer Cause” means any of the following causes of an Error, except, in each case, any such causes resulting from any action or inaction that is authorized by this Agreement, specified in the then-current Documentation, or otherwise authorized in writing by Provider: (a) any grossly negligent or improper use, misapplication, misuse, or abuse of, or damage to, the Environment by Customer; (b) any maintenance, update, improvement, or other modification to or alteration of the Environment by Customer; or (c) any use of the Environment by Customer in a manner inconsistent with the then-current Documentation.

b. “Documentation” means the technical and end-user documents that describe the ordinary or custom functionality, components, features, or requirements of the Environment, including any aspect of the installation, configuration, integration, operation, or use of the Environment.

c. “Environment” means, as the context dictates, (i) the Technology Systems, (ii) the Website, and/or (iii) any other software or service of the Customer as agreed to in writing between Customer and Provider.

d. “Error” means any failure of the Environment to operate in all material respects in conformity with the specifications set forth in the Documentation or other specifications as may be provided by Customer to Provider, including any Unscheduled Downtime and any problem, failure, or error referred to in the Service Level Table.

e. “Hand-Off Services” means providing the necessary support and documentation to transition Customer from the Services of Provider to services provided by another IT support specialist.

f. “Out-of-Scope Services” means any of the following: (i) any services that Customer and Provider may from time to time agree in writing are not included in the Services or Support Services; and (ii) any services requested by Customer and performed by Provider in connection with any apparent Error caused by a Customer Cause.

g. “Service Credits” means the service credits specified in Section 4 that Customer is entitled to (i) if Provider fails to respond to a Support Request within the applicable Service Level response time or to Resolve a Support Request within the applicable Service Level Resolution time, or (ii) if Provider fails to achieve the Uptime Standard.

h. “Service Levels” means the service level responses, response times, Resolutions, and Resolution times.

i. “Scheduled Downtime” means the total amount of time during the calendar month, measured in minutes or hours, during which Customer and/or its end-user customers are not able to access part or all of the Environment, due to planned system maintenance performed by Customer or Provider.

j. “Support Hours” means 8am – 5pm MST, Monday through Saturday, excluding public holidays.

k. “Support Request” has the meaning set forth in Section 3.a.

l. “Support Services” means Provider’s support of the Environment, but excluding any Out-of-Scope Services.

m. “Technology Systems” means Customer’s information technology infrastructure, including Customer’s computers, software, hardware, databases, electronic systems (including database management systems), and networks.

n. “Unscheduled Downtime” means the total amount of time, during any calendar month, measured in minutes or hours, during which Customer and/or its end-user customers are not able to access the features and functions of part or all of the Environment, other than Scheduled Downtime.

o. “Uptime” is the percentage of time that the Environment is properly operational, calculated, with respect to any particular calendar month, by subtracting Unscheduled Downtime during such month from the total time during such month and thereafter dividing the difference so obtained by the total time in such month.

p. “Website” means all software and services available on the domain, if any, maintained by the Provider on behalf of the Customer.

2. SERVICES PROVIDED

a. During the Term, Provider may manage and support the Environment and provide information technology managed services to Customer (collectively, the “Services”).

b. Provider may also provide Support Services during the Support Hours throughout the Term in accordance with the terms and conditions of this Agreement and the particular services which the Customer has ordered through Provider’s website.

c. Service Levels. Provider shall respond to and Resolve all Support Requests within time that is reasonable according to the severity of the issue and will make reasonable efforts to contact Customer within 48 hours, such time period for Response and Resolution of a support request to be determined in Provider’s sole and absolute discretion.

d. Time Extensions. Customer and Provider may, on a case-by-case basis, agree in writing to a reasonable extension of the Service Level response or Resolution times. Additionally, (i) a Force Majeure Event shall toll the running of any Service Level response or Resolution times until such Force Majeure Event ends or is otherwise remedied pursuant to the terms of this Agreement, and (ii) Scheduled Downtime shall toll the running of any Service Level response or Resolution times until such Scheduled Downtime concludes.

e. Remote Services. Provider may provide the Services and Support Services to Customer remotely, including by means of telephone or internet telephony, or over the internet through the use of Remote Access Software that Provider installs on the Technology Systems ("Remote Services") to assist in analyzing and Resolving any Error reported by a Support Request during the Term. Customer shall give Provider access to the Technology Systems to install and use remote access software necessary for Provider to provide the Remote Services to Customer ("Remote Access Software"). The Remote Access Software contains technological measures designed to collect and transmit to Provider certain diagnostic, technical, usage, and related information, including information about the Technology Systems and the Environment relating to or derived from Customer’s use of its Environment. The Parties acknowledge and agree that:

i. Provider and Provider Representatives (as defined below) may collect, maintain, process, and use (A) such information to assist in analyzing and Resolving a Support Request; and (B) use such information solely to provide the Support Services in accordance with the terms and conditions of this Agreement; and

ii. All or portions of the Remote Access Software may remain on the Technology Systems after a Support Request is Resolved for the purposes set forth in this Section.

f. Uptime. Provider shall use commercially reasonable efforts to achieve at least 99% Uptime for Customer’s Technology Systems and Website (the “Uptime Standard”) every month, if Customer contracts Provider to manage and support of the Environment, and Provider accepts such contract. Any loss in Uptime resulting from Scheduled Downtime shall not count in the calculation of Uptime for purposes of this Agreement. Any Force Majeure Events (as defined below) also shall not count in the calculation of Uptime for purposes of this Agreement.

g. Out-of-Scope Services. Provider may, at times, provide to Customer the Out-of-Scope Services in accordance with the terms and conditions of this Agreement.

3. SUPPORT REQUESTS AND CUSTOMER OBLIGATIONS

a. Support Requests. Customer may request Support Services by way of a Support Request. Customer shall notify Provider of each Support Request by use of the website portal, or by email, telephone, or such other means as the Parties may agree to in writing. Customer shall include in each Support Request a description of the reported Error and the time Customer first observed the Error.

b. Customer Obligations. Customer shall provide Provider or the Provider Contact(s), as applicable, with:

i. Prompt notice of any Errors, including Unscheduled Downtime, if Provider is managing and supporting the Environment;

ii. Each of the following to the extent reasonably necessary to assist Provider to reproduce operating conditions similar to those present when Customer detected the relevant Error and to respond to and Resolve the relevant Support Request:

A. Direct access at Customer’s premises to the Technology Systems and Customer’s files, equipment, and personnel;

B. Output and other data, documents, and information, each of which is deemed Customer’s Confidential Information;

C. Remote access to the Technology Systems; and

D. Such other reasonable cooperation and assistance as Provider may request.

iii. Prompt written confirmations of Resolutions when received from Provider in response to Support Requests.

4. SERVICE CREDITS

a. Service Credit Amounts for Support Requests. If Provider fails to respond to a Support Request within a reasonable time or to Resolve a Support Request within a reasonable Resolution time, Customer will be entitled to a reasonable amount of Service Credits, provided that the relevant Error did not result from a Customer Cause or Force Majeure, such amount to be determined in Provider’s sole and absolute discretion.

5. TERM; TERMINATION

a. Term. The Term of this Agreement commences when you acknowledge your acceptance (“Effective Date”) and shall continue and be in effect until terminated pursuant to this Section 5 as set forth below.

b. Termination.

i. During the first forty-five (45) days of the Term, Provider may terminate this Agreement, without cause for any reason, or no reason at all, immediately upon providing notice to Customer. After the first forty-five (45) days of the Term and thereafter throughout the Term, Provider may terminate this Agreement, without cause for any reason, or no reason at all, upon thirty (30) calendar days’ written notice to Customer.

ii. For any other breach by a Party of an obligation or covenant under this Agreement, the non-breaching Party shall provide written notice to the other Party identifying the breach and demanding that the other Party cure such breach. Upon receipt of such notice, the Party shall have fifteen (15) days to cure the breach identified in such notice. If the Party does not cure such breach within such time, the non-breaching Party may terminate this Agreement immediately upon written notice to the other Party.

iii. From time-to-time, Provider may update this Agreement, the Privacy Policy, and/or the Terms of Service. If Customer does not agree to a revision or pricing change, Customer must terminate use of the Services immediately and Provide written notice to Customer. By continuing to use the Services after any revision and/or pricing change, Customer accepts and agrees to all such revisions and/or pricing changes.

iv. Notwithstanding anything to the contrary in this Section 5, either Party may terminate this Agreement, effective upon written notice to the other Party, if such other Party (i) becomes insolvent or admits its inability to pay its debts generally as they become due, (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 90 business days or is not dismissed or vacated within 90 days after filing, (iii) is dissolved or liquidated or takes any corporate action for such purpose, (iv) makes a general assignment for the benefit of creditors, or (v) has 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.

c. Effect of Termination. Any termination pursuant to this Section 5 shall not affect the obligation of any undisputed payments to be made under this Agreement.

d. Survival Following Termination. The rights and obligations of the Parties set forth in this Section 5.d and Section 1, Section 4, Section 7.d, Section 7.e, Section 7.h, Section 7.i, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14, Section 15, Section 17, Section 18, Section 19, Section 20, Section 21, Section 22, Section 23, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, shall survive any such termination or expiration of this Agreement.

6. Pricing and Payments

a. Pricing. From time to time, basicix may revise the terms and conditions of this Agreement (including, without limitation, pricing and any other policies incorporated by reference). Revisions to the Agreement will be posted on Provider’s Website or provided to Customer by email or other Notice and deemed given and effective on the date posted on Provider’s website or sent to Customer. Pricing may change at any time, with or without notice. If Customer does not agree to a revision or pricing change, Customer must terminate the Services in accordance with Section 5.b.iii.

b. Hand-Off Services. Upon Customer’s request and Provider’s agreement, Provider may provide hand-off services to allow for transition from the Services and Support Services provided by Provider to services provided by a third-party provider. Such Hand-Off Services may be billed as monthly subscriptions, pre-paid credit hours, or as-needed services, according to agreement between Customer and Provider.

c. Expenses. All expenses incurred by Provider in performing the Services and Support Services under this Agreement (“Provider Expenses”) shall be reimbursed by Customer, provided that such expenses have been pre-approved in writing by Customer.

d. Out of Scope Services. In consideration of Provider’s performance of any Out-of-Scope Services in accordance with the terms and conditions of this Agreement, Customer shall pay to Provider fees for such Out-of-Scope Services, plus the cost of any materials or other expenses as agreed to by the Parties in writing (collectively, the “Out-of-Scope Fees”).

7. GENERAL OBLIGATIONS OF PROVIDER

Provider shall:

a. provide the Services and Support Services in conformity with the terms set forth in this Agreement; and

b. provide Customer with attempt to provide advance notice of any Scheduled Downtime, to the extent Provider will perform (whether upon request by Customer or recommendation by Provider and subsequent approval by Customer) planned system maintenance of the Environment.

8. GENERAL OBLIGATIONS OF CUSTOMER

In addition to the Customer’s obligations as set forth above, Customer shall:

a. provide reasonable access (and, if applicable, usage rights) to its books, records, policies, procedures, premises, hardware installations, software, data, and information technology systems to enable Provider to perform the Services and Support Services;

b. during the Term, maintain all appropriate insurance coverage that is reasonable and customary in Customer’s industry, but no less than commercially reasonable amounts, and shall produce a certificate of such insurance at any time upon Provider’s request. Customer’s obligation to maintain insurance is independent of its obligations to indemnify Provider, and such indemnification obligations are not limited to amounts payable under any insurance policy. At minimum, Customer shall maintain cyber liability insurance with the minimum amounts being sufficient to cover Customer’s expected losses covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion, and network security; and

c. pay the applicable fees, as set forth in this Agreement according to the services purchased by Customer.

9. RELATIONSHIP OF PARTIES

The Parties acknowledge and agree that Provider is an independent contractor and nothing in this Agreement is intended to make Provider an agent, employee, joint venturer, or partner of Customer for any purpose whatsoever. Other than providing Provider with certain equipment and materials necessary to Provider’s performance of the Services and Support Services under this Agreement, which are not otherwise available to the general public, Provider retains to himself the manner and means by which performance is rendered under this Agreement. Each Party shall be responsible for maintaining its own books and records. Further, each Party shall not be entitled to any fringe benefits, pension, retirement, profit sharing, or any other benefits accruing to employees of the other Party. Each party shall not provide worker’s compensation insurance for the other Party or any of the other Party’s Representatives. Each Party is in no way authorized by this Agreement to make any agreement or enter into any obligation on behalf of the other Party, nor shall the either Party indicate in any way that it has the authority to do so.

10. CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS

a. “Confidential Information” means any information that is treated as confidential by the disclosing Party, including but not limited to, all non-public information about its business affairs, products or services, Intellectual Property, trade secrets, third-party confidential information, strategic, technical, business, operational, financial, and marketing information, personally identifiable subscriber or customer information, and the existence, terms and conditions of this Agreement and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”. Confidential Information does not include any information that (i) is or becomes generally available to the public other than by breach of this Agreement, or other wrongful act, by the non-disclosing Party, (ii) the non-disclosing Party was demonstrably in possession of prior to first receiving it from the disclosing Party, (iii) the non-disclosing Party can demonstrate was developed by it independently and without use of or reference to the disclosing Party’s Confidential Information, or (iv) the non-disclosing Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.

b. The non-disclosing Party agrees to (i) hold in strict confidence all Confidential Information of the disclosing Party, (ii) use the Confidential Information solely to perform or to exercise its rights under this Agreement, and (iii) not to transfer, display, convey, or otherwise disclose or make available all or any part of such Confidential Information to any person or entity. The non-disclosing Party will not use (except as expressly provided in this Agreement) or disclose Confidential Information of the disclosing Party without the prior written consent of the disclosing Party. The non-disclosing Party shall use the same degree of care to protect the disclosing Party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. The non-disclosing Party shall immediately notify the disclosing Party in the event it becomes aware of any loss or disclosure of any Confidential Information of the disclosing Party.

c. The non-disclosing Party may disclose the Confidential Information of the disclosing Party in response to a valid court order, laws (including without limitation any securities exchange regulation), or other governmental action provided that (i) the disclosing Party is notified by the non-disclosing Party in writing prior to such disclosure, and (ii) the non-disclosing Party assists the disclosing Party, at the disclosing Party’s expense, in any attempt by the disclosing Party to limit or prevent the disclosure of the Confidential Information.

d. Upon the expiration or earlier termination of this Agreement or upon the earlier request of the disclosing Party, the non-disclosing Party shall (A) promptly return to the disclosing Party all information that is in tangible form (and all copies thereof) that is the property of the disclosing Party (including pursuant to this Agreement) or that contains any Confidential Information (collectively, the “Material Information”), or (B) upon written request from the disclosing Party, destroy such Material; and cease all further use of any Material Information, whether in tangible or intangible form.

11. INDEMNIFICATION

Customer shall indemnify, defend, and hold Provider, its affiliates, subsidiaries, franchisees and their respective officers, directors, employees, agents, customers, successors, and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, proceedings, suits, and actions, including any related liabilities, obligations, losses, damages, penalties, fines, judgments, settlements, expenses (including reasonable attorneys’ and accountants’ fees and disbursements), and costs (collectively, “Claims”), incurred by, borne by, or asserted against any of the Indemnified Parties to the extent such Claims in any way relate to, arise out of, or result from (a) any intentional or willful conduct or negligence of Customer or any agent, employee, or contractor of Customer (collectively, “Customer Representatives”), regardless of whether such Customer Representatives acted within or outside the scope of their employment or engagement with Customer; (b) Customer’s or Customer Representatives’ infringement of a third party’s privacy rights; (c) any breach of any obligations, representation, or warranty made by Customer in this Agreement; (d) any breach or default in the performance by Customer or Customer Representatives of any of the covenants to be performed under this Agreement; (e) any acts or omissions of Customer or Customer Representatives in violation of applicable federal, state, or local Laws; (f) any data breach; or (g) any actual or alleged infringement or misappropriation of any patent, copyright, trademark, trade name, trade secret, or other proprietary or intellectual property right arising out of, or in connection with, any actions of Customer pursuant to this Agreement.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO PROVIDER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. GOVERNING LAW; JURISDICTION; VENUE

This Agreement and all questions relating to its validity, interpretation, performance, and enforcement, shall be exclusively governed by and construed in accordance with the laws of the state of Arizona, without giving effect to any choice or conflict of law provisions of any jurisdiction. With respect to any litigation based on, arising out of, or in connection with this Agreement, the Parties expressly submit to the exclusive personal jurisdiction of the Superior Court in and for the County of Maricopa, Arizona, or the United States District Court for the District of Arizona, and the Parties expressly waive, to the fullest extent permitted by law, any objection that they may now or later have to the determination of venue of any such litigation brought in any such court referred to above, including without limitation, any claim that any such litigation has been brought in an inconvenient forum.

14. ASSIGNMENT

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

15. SEVERABILITY

If any provision of this Agreement is found or held to be invalid, illegal, or unenforceable pursuant to judicial decree or decision, then, to the extent that such invalidity, illegality, or unenforceability shall not deprive any Party hereto of any material benefit intended to be provided hereby, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or any remaining provisions of this Agreement, which shall remain valid and enforceable according to its terms.

16. FORCE MAJEURE

No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such Party’s failure or delay is caused by or results from a condition beyond the Party’s reasonable control, such as: acts of God, natural disasters, epidemics, hostilities or other civil unrest, supply or industrial disturbances (each of the foregoing, a “Force Majeure Event”). The affected Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the impacted Party’s failure or delay remains uncured for a period of seven (7) days following written notice given by it under this Section, the other Party may thereafter terminate this Agreement upon written notice to the impacted Party.

17. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior contemporaneous written or oral agreements and representations between the Parties with respect thereto. The Parties acknowledge that they each have read this Agreement, understand its terms, and agree to be bound by its terms and conditions. This Agreement may only be modified in writing by the Parties. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

18. NOTICES

All notices or other communications under this Agreement shall be in writing and given by electronic mail addressed to the applicable Party at the email addresses provided by the other Party, and shall be deemed to have been duly given on the date of transmittal of the communication via electronic mail to the Party to whom notice is to be given (provided there has been no “bounceback” or other evidence that the transmission was not received by its intended recipient).

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission (to which a signed PDF copy is attached) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

20. ATTORNEYS’ FEES AND COSTS

The prevailing Party in any dispute to interpret or enforce this Agreement shall be awarded its reasonable attorneys’ fees and related costs.

21. CAPTIONS AND HEADINGS

The captions and headings are inserted in this Agreement for convenience only, and in no event be deemed to define, limit or describe the scope or intent of this Agreement, or of any provision hereof, nor in any way affect the interpretation of this Agreement.

22. AUTHORITY; BINDING EFFECT

Each Party represents and warrants to the other that this Agreement has been duly authorized, executed, and delivered by and on behalf of each Party hereto and constitutes the valid and binding agreement of each Party in accordance with the terms hereof. This Agreement binds the Parties, their successors and permitted assigns.

23. PUBLICITY

Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party’s trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other Party.