This Account Creation Agreement (this "Agreement"), effective as of the date you created your Bunny Studio account ("Effective Date"), is entered into by and between you User and Bunny Studio a Delaware corporation having an office at 4023 Kennett Pike #50735 Wilmington, DE 19807 ("Bunny Studio") (each a "Party", and together, the "Parties")

WHEREAS, Bunny Studio provides services and digital goods to its users; and

WHEREAS, User desires to create an account and obtain digital goods from Bunny Studio.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Parties agree as follows:

Article 1

DEFINITIONS

“Artificial Intelligence (AI)” means a branch of computer science that uses algorithms, data, and computational power to create machines that can perform tasks that typically require human intelligence, including but not limited to learning, reasoning, problem-solving, perception, and natural language understanding. In the context of this Agreement, AI encompasses the technologies and methodologies employed to create, train, and utilize digital voice models to clone voices based on the voices in the Digital Good.

“AI Technology” means the technology that enables computers and machines to simulate human learning, comprehension, problem-solving, decision making, creativity and autonomy.

“AI Voice Cloning” means the process of using artificial intelligence to create digital replicas of real people, including but not limited to the voice, and conversation style of the voice in the Digital Good using AI Technology.

“AI Voice Model Training” means the process of using artificial intelligence to train a computer model to create a new digital voice based on voices of real people, including but not limited to using the voices inputted into the computer system to create a new voice or voices, and new conversation style or styles of voices in the Deliverables using AI Technology.

“AI Voice Synthesis” means the process of using AI Technology and machine learning algorithms to analyze vast amounts of text and audio data, learning the nuances of human speech patterns, intonations, and emotions. The process includes inputting a dataset of various speakers, accents, emotions and speaking styles, and during the AI Voice Model Training, the AI learns to map text to speech, understanding not just pronunciation but also the subtleties of rhythm, stress, and intonation that make speech sound natural.

“AI SERVICE” means Bunny Studio’s service which utilizes artificial intelligence (“AI”) and third party AI products and services (“Third Party AI Providers”) to produce User’s Digital Good.

"Digital Good" means any good that can be delivered digitally including, but not limited, to audio files, texts, image files, illustration files, photographs, documents, video files, models, translations, software, and data sets, as described in an Order.

"Due Date" means a due date for delivery to Customer of a Digital Good as indicated in an Order.

"On-Acceptance Order" means an Order whose payment terms indicate it is to be paid for before or at the time the Digital Good is accepted (as described in Section 3.2).

"Order" means an order, whether submitted via the Bunny Studio website or otherwise, including but not limited to description of Digital Goods, Due Dates, and payment terms.

"Pre-Paid Order" means an Order whose payment terms indicate it is to be paid for before or at the time the Order is placed. Orders whose payment terms do not indicate whether they are a Pre-Paid Order or On-Acceptance Order shall be Pre-Paid Orders.

"Bunny Studio Services" means the provision of Digital Goods, the Hosting, and the Software.

"Hosting" means the internet hosting service provided by Bunny Studio to host Digital Goods, accepted by User in accordance herewith.

"Software" means the widget software provided by Bunny Studio to view Digital Goods, accepted by User in accordance herewith.

"Adaptation" means a work based upon the Digital Good such as a translation, derivative work, or any other form in which the Digital Good may be transformed or adapted including in any form recognizably derived from the original, except that a work that constitutes a Collection shall not be considered an Adaptation for the purpose of this Agreement.

"Collection" means a collection of literary or artistic works, such as phonograms or broadcasts, which, by reason of the selection and arrangement of their contents, constitute intellectual creations, in which the Digital Good is included in its entirety in unmodified form along with one or more other contributions, each constituting separate and independent works in themselves, which together are assembled into a collective whole.

Article 2

ACCOUNT CREATION

Section 2.1 Terms of Use. This Agreement incorporates by reference the terms of the Bunny Studio Terms of Use available at https://bunnystudio.com/pages/terms ("TOU"). User hereby agrees to be bound by the TOU. If any terms of this Agreement and the TOU conflict, the terms of this Agreement shall control.

Section 2.2 Registration, Accounts and Passwords. User agrees to:

1. create only one account;
2. provide accurate, truthful, current and complete information when creating
3. maintain and promptly update User's account information if it changes;
4. maintain the security of User's account by not sharing User's password with others and restricting access to User's account and computer;
5. promptly notify Bunny Studio upon discovery or suspicion of any security breaches relating to the account or passwords; and
6. take responsibility for all direct or indirect damages and be liable for all activity conducted on the web site that can be linked or traced back to User's username or password.

Article 3

DIGITAL GOODS

Section 3.1 Orders. On or following the Effective Date, User may submit one or more Orders to Bunny Studio. Following submission of each Order, Bunny Studio shall make commercially reasonable efforts to deliver to User the Digital Goods described in such Order on or before the Due Date set forth in such Order.

Section 3.2 Evaluation and Acceptance. Upon delivery of a Digital Good to User, User shall promptly review such Digital Good. User shall accept such Digital Good unless any of the events set out in Section 3.3 occurs. Any AI Digital Good is deemed accepted as is. Digital Good rendered with AI cannot be rejected, however, User may request as many new outputs as desired that will count towards the User’s monthly credits. Any Digital Good shall be deemed accepted if Bunny Studio has not received from User notice of rejection of the Digital Good within twenty-eight (28) calendar days after delivery thereof. Upon acceptance by User, either explicit or tacit, no rejection, cancellation or revisions request(s) may be submitted by User nor accepted by Company.

Section 3.3 Events of Rejections. User may not reject AI Digital Good, any AI Digital Good is deemed accepted as is. User may reject a Digital Good (or a portion of it) only if (i) it does not materially conform to the description therefor set forth in the Order and (ii) the Digital Good (or a portion of it) do not meet the terms defined in the Order after at least five (5) revisions have been provided by the Bunny Studio in response to detailed feedback from User; such revisions shall take place within the following terms: (a) seven (7) days for any services, except for certain video projects, from the date the User provided the feedback. If, after such revisions, the Digital Good does not conform to the description in the order, a definitive rejection by the User is possible. Certain services within the Video category, where a storyboard requires previous approval before the service is rendered (For example, Animation), cannot be rejected. For the purposes of this Section, “revisions” shall refer to those events in which User requests corrections, adjustments, improvements or any modification of certain aspects of the Digital Good within the scope of the Order, provided that such revisions do not constitute an additional, different or alternative scope, in which case Company may charge additional fees.

Section 3.4 Events of Cancellation. User may cancel the Order only in the following events:

• At User's shall within three (3) calendar days of having submitted an Order, provided that (i) no Digital Goods had been delivered to User within that period or that (ii) Bunny Studio has not already started preparing the Digital Goods to be delivered to User, otherwise User may not cancel the Order and may only reject the Digital Goods pursuant to Section 3.3.
• A substantial part of the Digital Goods were not delivered by the Due Date agreed upon by the Parties in the Order. For the sake of clarity, the expression “not substantial” shall be construed in such a way, that if the portion of Digital Goods not delivered on time is not significant in the context of the Order, or if it is not stated in the Order that time is of the essence, then User may not cancel the Order nor reject the Digital Good for the sole reason that the Digital Goods were delivered after a Due Date.
• For the avoidance of doubt, a cancellation of an Order shall not automatically lead to cancellation of other Orders.

Section 3.5 No payment obligations and refunds.

Section 3.5.1 Upon a total rejection or cancellation of the Digital Goods pursuant to Sections 3.3 or 3.4, respectively, (i) User shall not be required to pay for such Digital Goods in the event User has not paid for it, or (ii) if payment has already taken place, Bunny Studio shall refund any amounts already paid related to the rejected or canceled Digital Good pursuant to Section 3.7. Nevertheless, Bunny Studio may decide to impose a cancellation fee or not to waive its fees nor issue a refund if in Bunny Studio's sole and absolute judgment, User's rejection was not commercially reasonable or such a rejection by User is not in good faith or not in accordance with fair dealing. This clause shall not apply to AI Digital Goods as any AI Digital Good or Service are rendered as is and deemed accepted as is pursuant to Sections 3.2 and 3.3.

Section 3.5.2 In the event that User only partially rejects the Digital Goods pursuant to Section 3.3, and that the portion of the Digital Goods that were rejected is not substantial in the context of the Order, then (i) User shall not be required to pay for the corresponding portion of the Digital Good in the event it has not paid for it, or (ii) if payment has already taken place, Bunny Studio shall refund the amounts already paid related to the portion of the Digital Good rejected. For the sake of clarity, the expression “not substantial” shall be construed in such a way to refer to those cases in which the portion rejected does not impede or obstruct the overall use of the portion that was not rejected. Nevertheless, Bunny Studio may decide not to waive its fees nor issue a refund if in Bunny Studio's sole and absolute judgment, User's rejection was not commercially reasonable or such a rejection by User is not in good faith or not in accordance with fair dealing. This clause shall not apply to AI Digital Goods as any AI Digital Good or Service are rendered as is and deemed accepted as is pursuant to Sections 3.2 and 3.3. However, User may request as many new outputs of the AI Digital Good as desired that will count towards the User’s monthly credits.

Section 3.5.3 For the avoidance of doubt, the cancellation or rejection of the Digital Goods set out in any given Order shall not automatically lead to cancellation of other Orders.

Section 3.6 After rejecting or canceling a Digital Good, User shall not use, copy, or publicly perform such Digital Good; any licenses for such Digital Good granted hereunder shall terminate; User shall destroy any copies of such Digital Good and shall not use any information to develop any materials based on it.

Section 3.7 Refunds processing. In the event of cancellation or rejection pursuant to Section 3.5 and a refund is applicable, such refunds shall be issued as balance in User's favor in its account to be spent in future Orders. Within thirty (30) calendar days of the refund being issued to User's balance, User may request such balance to be transferred to their bank accounts or credit cards (which shall be the same method used by User to make the payment). Should User not request a transfer within said term it may not be requested at a later date and it shall remain as balance in User's favor. There shall be no refunds for any AI Digital Good or AI Services pursuant to Section 3.5

Section 3.8 For the avoidance of doubt, in the event that User rejects or requests a cancellation after it had in any way made use of the Digital Goods, including but not limited to using it for the purpose it was intended; developing a derivative work; distributing, publishing, sharing it to third parties; or by using it in any way that may be understood as an acceptance of the Digital Good, such rejection or cancellation shall not be accepted by Bunny Studio and no refund shall be issued, without prejudice to any other rights, remedies or legal actions to which Bunny Studio may be entitled.

Article 4

LICENSES

Section 4.1 User Materials. User represents and warrants that (i) User has all necessary rights, licenses and permissions necessary and/or required in order to provide User Materials to Bunny Studio and for Bunny Studio to use as contemplated herein; and (ii) Bunny Studio’s use of the User Materials shall not violate or infringe any third party’s intellectual property or any other proprietary rights. Subject to the terms and conditions of this Agreement, User shall retain ownership of all materials submitted by User to Bunny Studio, including but not limited to scripts for ordered Digital Goods. User hereby grants a non-exclusive, worldwide, perpetual license to Bunny Studio to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of such materials solely for purposes of creating, delivering and modifying or updating the ordered Digital Goods for User under this Agreement.

AI SERVICE: If User utilizes Bunny Studio’s AI Service, then the following license shall apply with respect to User Materials: User hereby grants a royalty-free, non-exclusive, worldwide, perpetual, transferable, sublicensable license to Bunny Studio to access, use, host, cache, store, reproduce, transmit, publicly perform, display, publish, distribute, modify and prepare derivative works of such materials for purposes of creating, delivering, modifying or updating the ordered Digital Goods for User under this Agreement and to distribute, share, upload or provide such materials as necessary to Third Party AI Providers for use with such Third Party AI Provider’s product or service as well as for purposes of operating, improving, or promoting such Third Party AI Provider’s products or services. User acknowledges that any User Materials may become part of the Third Party AI Provider’s database.

Section 4.2 Digital Good. Upon acceptance of the Digital Good, User shall obtain ownership of the Digital Good. For the avoidance of doubt, ownership of the Digital Good does not grant User the right to produce a voice or likeness of, or otherwise clone in any way, the voice of the individual who made the Digital Good, and User is hereby prohibited from directly or indirectly doing so, unless User has obtained prior written consent from the individual and with specifications to the type of AI Technology that will be used including but not limited to whether it is AI Voice Cloning or AI Voice Model Training. No AI Technology, including but not limited to AI Voice Cloning or AI Voice Model Training, will be used unless prior written consent has been provided by all parties including a description of the scope of the project and the AI Technology that is to be used. User agrees to indemnify Bunny Studio from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of or resulting from any breach of the foregoing. User hereby grants a non-exclusive, worldwide, perpetual license to Bunny Studio to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of the Digital Good.

Section 4.3 Software. Bunny Studio shall deliver or make available the Software to User upon request. Subject to the terms and conditions of this Agreement, Bunny Studio hereby grants to User a no-cost, revocable, nonexclusive, non-transferable, nonsublicenseable, royalty-free right and license under all of Bunny Studio's intellectual property rights in and to the Software, solely for the purpose of embedding the Software on User's website to view Digital Goods accepted by User in accordance herewith.

Section 4.4 Hosting. On User's request, and subject to the terms and conditions of this Agreement, including but not limited to Section 5.2(c), Bunny Studio may provide the Hosting to User, solely for the purpose of hosting Digital Goods accepted by User in accordance herewith. Bunny Studio shall make commercially reasonable efforts to keep the Hosting operational and functional in all material respects, but, as described in Article 9, shall have no liability if the Hosting fails to operate or if Bunny Studio otherwise ceases to provide the Hosting.

Article 5

FEES AND PAYMENTS

If User has an Enterprise Subscription with Bunny Studio, fees and payment for each Order shall be in accordance with such User’s Subscription package and subject to User’s Enterprise Subscription agreement with Bunny Studio. If User does not have an Enterprise Subscription, payment shall be in accordance with this Article 5.

Section 5.1 Payment Mechanisms. Bunny Studio shall have the right to invoice (or otherwise charge) User for fees described in the relevant Order. Unless otherwise stated in the Order, User shall pay such fees within 10 days after the date of invoice or charge, and all payments must be made in U.S. dollars.

Section 5.2 Late Payment. User shall: (i) pay a late fee of 1% per month, or the maximum rate allowed under law, whichever is less, on any balance overdue hereunder; and (ii) pay for the cost of collecting the past due payment, including any attorney's fees.

Section 5.3 Payment Details

1. On-Acceptance Orders. If an Order is an On-Acceptance Order, Bunny Studio may invoice (or otherwise charge) User for payment if and when an Digital Good described in such Order is accepted as described in Section 3.2.
2. Pre-Paid Orders. If an Order is a Pre-Paid Order, Bunny Studio may invoice (or otherwise charge) User for payment when such Order is received.
3. Hosting. If Bunny Studio determines, in its reasonable commercial judgment, that the Hosting of a Digital Good is not in its best commercial interests, Bunny Studio and User shall negotiate payment for the Hosting in good faith.

Section 5.4 Taxes. All payments required by this Agreement exclude all sales, value-added, use, on other taxes and obligations, all of which User shall pay in full, except for taxes based on Bunny Studio's net income.

Section 5.5 Account Balance Expiration. Any account balance that remains unused for a period of one year will be deemed inactive and automatically forfeited. Users acknowledge that any remaining balance on their account after this one-year period will be eliminated and no longer available for use. It is the User’s responsibility to monitor their account balance to ensure it is utilized within the specified timeframe.

Article 6

CONFIDENTIAL INFORMATION

Section 6.1 General Definition. "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") pursuant to this Agreement that is marked "Confidential," "Proprietary," or should otherwise be known to be confidential.

Section 6.2 Particular Confidential Information. API keys or tokens, account information, passwords, and other security-related credentials shall be considered Confidential Information.

Section 6.3 Obligation. The Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of the Disclosing Party's Confidential Information to any third party, except to persons that have signed a nondisclosure agreement containing substantially the terms of this Article 6.

Section 6.4 Limitations. This Article 6 shall not apply to any information that is already in possession of the Receiving Party, is independently developed by the Receiving Party, is received by the Receiving Party from a third party that has no relevant confidentiality obligation to the Disclosing Party, or becomes generally known and available through no action or inaction of the Receiving Party.

Article 7

INDEMNITIES

Section 7.1 User. User shall indemnify, defend and hold Bunny Studio and its licensors, suppliers, partners, and each of their respective successors and assigns (all such parties together, the “Bunny Studio Parties”) harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) ("Claims") arising from or in any way related to (a) User’s use of the Services and any Digital Good, (b) User’s violation of this Agreement, including any representation or warranty set forth in this Agreement, or of any applicable law. In the event of such a Claim, Bunny Studio shall provide notice of the Claim to User. Bunny Studio shall have the right, but not the obligation, to be represented by counsel of its choice and to participate in defense of such Claim. User shall bring no Claim against Bunny Studio.

Section 7.2 Infringement. If any Digital Good accepted by User in accordance herewith or the Software is held to infringe, and/or the distribution, performance, display, or use of any Digital Good accepted by User in accordance herewith or the Software is, or Bunny Studio reasonably believes is likely to be, enjoined, and the infringement is solely a result of the input or services provided by Bunny Studio hereunder, (i) Bunny Studio shall refund the fees paid for the same, (ii) User's license to the same shall terminate, (iii) User shall make no further use of the same, and (iv) User shall destroy all copies of the same under User's control.

Article 8

TERM AND TERMINATION

Section 8.1 Term. This Agreement shall commence on the Effective Date and continue thereafter until terminated according to the provisions of this Article 8.

Section 8.2 Termination

1. For Convenience. User may terminate this Agreement for convenience upon written notice at any time during which no Order is pending. Bunny Studio may terminate this Agreement for convenience upon written notice at any time.
2. For Cause. Either Party shall have the right to terminate this Agreement, or any Order then in effect, if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of the same.

Section 8.3 Effect of Termination. Upon the effective date of termination of this Agreement, any and all payment obligations of User under this Agreement shall become due immediately.

Section 8.4 Survival. The following provisions shall survive any expiration or termination of the Agreement: Articles 5, 6, 7, 8, 9, and 10. Section 4.2 shall survive any termination of the Agreement, except termination as a result of User's failure to pay fees for particular Digital Goods, in which case the license for such Digital Goods shall immediately terminate.

Article 9

LIMITATIONS OF LIABILITY

Section 9.1 Warranty Disclaimer. THE BUNNY STUDIO PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, REGARDING THE SERVICES AND DIGITAL GOODS, AND THE BUNNY STUDIO PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR ANY CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES OR LIABILITIES ARISING OUT OF USE OF THE DIGITAL GOODS OR IN ANY WAY RELATED TO USER’S PARTICIPATION IN THE SUBJECT MATTER HEREOF. THE DIGITAL GOODS ARE PROVIDED BY BUNNY STUDIO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USER ACKNOWLEDGES THAT THIRD-PARTY LICENSES MAY BE REQUIRED TO EXERCISE THE RIGHTS GRANTED HEREIN, INCLUDING PUBLIC PERFORMANCE RIGHTS. USER AGREES THAT IT HAS THE RESPONSIBILITY TO CLEAR AND OBTAIN ALL SUCH RIGHTS AND LICENSES.

Section 9.2 Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE BUNNY STUDIO PARTIES BE LIABLE TO USER OR TO ANY OTHER PERSON FOR (A) ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF RIGHTS OR SERVICES, LOSS OF GOODWILL, OR INTERRUPTION OF BUSINESS, EVEN IF THE BUNNY STUDIO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) THE AMOUNTS PAID AND/OR PAYABLE BY USER HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND BUNNY STUDIO’S REASONABLE CONTROL.

Section 9.3 Basis of the Bargain; Failure of Essential Purpose. User acknowledges that Bunny Studio has set its prices and entered into this Agreement in reliance upon the limitations of liability, the disclaimers of warranties, and the exclusions of damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that such limitations, exclusions, and disclaimers shall survive and apply even if any limited remedies are found to have failed of their essential purpose.

Article 10

GENERAL PROVISIONS

Section 10.1 Independent Contractors. It is the express intention of the Parties that Bunny Studio is an independent contractor. Nothing in this Agreement shall in any way be construed to: (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (iii) allow either Party to create or assume any obligation on behalf of the other Party.

Section 10.2 Non-Solicitation. User acknowledges that the individuals whose voices are heard on the Digital Goods are a valuable asset to Bunny Studio and are difficult to replace. Accordingly, User shall not, for the term of this Agreement and for a period of 12 months thereafter, employ or contract with any such individuals identified to User. The Parties agree that it would be difficult to determine the amount of actual damages to Bunny Studio that would result from a breach of the foregoing provision. The Parties further agree that in the event User breaches the provisions of this Section 10.2, User shall pay Bunny Studio liquidated damages of $25,000 for each such breach, which is the Parties estimate of the amount of damages to Bunny Studio from such breach.

Section 10.3 Governing Law; Dispute Resolution. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Delaware (except that body of law controlling conflicts of law). Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) shall be resolved at the request of either Party through binding arbitration. Arbitration shall be conducted in Delaware, under the rules and procedures of the American Arbitration Association ("AAA" ). The Parties shall request that AAA appoint a single arbitrator. The award rendered by the arbitrator shall be final and binding on the Parties, and judgment may be entered in and enforced by any court of competent jurisdiction.

Section 10.4 Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement shall remain in full force and effect. The waiver of any breach or default of this Agreement shall not constitute a waiver of any subsequent breach or default, and shall not act to amend or negate the rights of the waiving Party.

Section 10.5 Assignment. User may not assign its rights or delegate its duties under this Agreement either in whole or in part, by operation of law or otherwise, without the prior written consent of Bunny Studio. Any attempted assignment or delegation without such consent shall be void. Bunny Studio may assign this Agreement in whole or part. This Agreement shall bind and inure to the benefit of each Party's successors and permitted assigns.

Section 10.6 Force Majeure. Except for User's obligations to make payments, neither Party shall be liable to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of such Party. Such events, occurrences, or causes shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of deadly violence, earthquakes, floods, fires and explosions.

Section 10.7 Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Terms and conditions on any User purchase order in addition to or different from those set forth herein are hereby rejected and shall be void and of no force or effect. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.