Vendor Terms & Conditions

VENDOR TERMS AND CONDITIONS AGREEMENT FOR HELLABLACK, LLC ECOMMERCE PLATFORM

Effective as of April 13, 2020 

This Vendor Terms and Conditions Agreement constitutes a legally binding agreement ("Agreement") between you and HellaBlack, LLC, a Washington DC limited liability company (“HellaBlack”, Company”, “us”, “we”, and “our”) governing your (the “Vendor”) access to and use of the HellaBlack.com online platform, including any subdomains thereof, and any other websites, applications, and other application program interfaces through which Company makes its services available, (collectively, the "Platform") and effective as of April 13, 2020 (“Effective Date”). Our Terms of Use, Privacy Policy, Cookie Policy, and Refund Policy are incorporated by reference into this Agreement as if set forth full herein.
WHEREAS, Company operates an online Platform promoting the sale of goods of an array of different minority-owned businesses (collectively, the “Business Activities”);
WHEREAS, you own and/or operate a minority-owned business and desire to list your products for sale on the Platform, pending Company’s discretionary approval and subject to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants, representations, and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. General Overview.
The Platform is a marketplace focusing on promoting minority-owned small businesses. Buyers may purchase highly unique items on the Platform that they might not find anywhere else. All listings on the Platform must offer a physical or digital item. Listings that are blank, or don't offer a tangible item , are prohibited because they can cause confusion for buyers and increase the risk of fraud. Everything listed for sale on the Platform must be new, pre-owned, handmade, vintage, digital, or a craft supply
2. Truthfully Representing Yourself, Your Business, and Your Offerings.
You shall at all times accurately represent yourself, your business, and all goods and services listed for sale on the Platform. By listing any product and/or service offering on the Platform, you hereby agree that you will abide by all of the following:
a. To truthfully and accurately represent your offerings in text listings, descriptions, tags, ‘about’ section, and related photographs and other media. This includes, without limitation, accurately listing the condition, prior usage, and location of any goods sold on the Platform. For example and without limitation, if you are listing items that are inspired by Native American or American Indian craft, be sure to label those items truthfully and accurately. It is illegal to list or sell any item in a manner that falsely suggests it is Native American or American Indian produced or the product of a particular tribe or arts and crafts organization within the United States.
b. To timely communicate with all customer inquiries received via the Platform and abide by our Refund Policy available here.
c. To not circumvent the Platform by attempting to effectuate any sales of offerings listed on the Platform outside of the Platform.

d. Respect the intellectual property rights of others. If you feel someone has violated your intellectual property rights, you should report it to support@HellaBlack.com.
e. To refrain from engaging in deceptive conduct such as, without limitation, including irrelevant keywords for the purpose of manipulating search results or creating duplicate shops for the purpose of manipulating search results within the Platform or otherwise. Duplicate listings are two or more listings for items that have no significant difference between them. Even if your listings have some material difference, they will be considered duplicate if they appear to be the same item in search results and may be removed by Company in our sole discretion without notice to you.
f. To not coordinate pricing or engage in price-fixing with other sellers.
g. To not create blank listings within the Platform. Any Platform listings or products that are blank, or that don't offer a physical item, or digitally delivered good, may be removed from the Platform in our sole discretion without notice to you.
h. You agree to only use the Platform as a Vendor if you are a ‘Black-Owned’ company, defined as Black ownership of at least twenty-five percent (25%) of the outstanding shares or membership interest of your company, either directly or indirectly via a holding company.
3. What Can be Sold on the Platform.
The Platform is a curated marketplace. However, for a variety of reasons, we prohibit certain types of items and services from being listed on the Platform. We have sole and complete discretion in determining if your listing within the Platform is suspended and/or removed. You are not prohibited from listing, promoting, and/or selling alcohol and CBD products in accordance with local, state and federal laws and regulations. You are prohibited from listing, promoting, and/or selling all of the following:
NOTE: I plan to eventually sell wine, food, beverages, and CBD. Let me know what needs to go here.
a. Drugs, drug paraphernalia, and intoxicants. These substances pose serious legal restrictions and in many cases are considered controlled substances under applicable law. Our ban on these items also applies to other substances that have or are claimed to have an intoxicating or healing effect. Furthermore, if you make claims about the purported health benefits of an item for sale on the Platform, we urge you to speak with a qualified expert about which regulations apply to you. It is your responsibility to know and comply with all laws and regulations that apply to the items you sell and the claims that you make in advertising those items.
b. Animal products and human remains. This prohibition includes without limitation live animals and items created using any endangered or threatened animal species. We define these as animal species designated as threatened or endangered by the US Endangered Species Act or listed in Appendix I of the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”). You are further prohibited from selling items made from cat and dog parts or pelts as defined by US Federal Law (link).

c. Dangerous items: Hazardous Materials, Recalled Items, and Weapons. This includes without limitation explosives (e.g., fireworks and sparklers), flammable items, gases, radioactive material, and toxic substances (such as poisons).

d. Recalled items or items that present unreasonable risk of harm. Items that have been recalled by governments or manufacturers are prohibited from being sold on the Platform. A few examples of recalled items include without limitation certain vintage Corning Ware percolators, lawn darts, and drop side cribs. Items that present an unreasonable risk of harm are prohibited, even if they have not been
the subject of a recall. This would include, for example and without limitation, items that present a choking hazard.
e. Hate Items that promote, support, or glorify hatred. We do not allow items or listings that promote, support, or glorify hatred toward people or otherwise demean people based upon: race, ethnicity, national origin, religion, gender,
gender identity, disability, or sexual orientation (collectively, “protected groups”). We also prohibit items or content that promote organizations or people with such views. The following items are not allowed on the Platform: Items that support or commemorate current or historical hate groups, including propaganda or collectibles. Examples of hate groups include Nazi or Neo-Nazi groups, Ku Klux Klan (KKK) groups, white supremacist groups, misogynist groups, or groups that advocate anti-gay, anti-immigrant, or Holocaust denial agendas. Also, items that contain racial slurs or derogatory terms in reference to protected groups.
f. Internationally regulated items. The Platform provides a direct connection between buyers and sellers around the globe. If you buy or sell an item from another country, or if you enter into a transaction with someone across international borders, you are responsible for complying with all laws and regulations of the country of destination as well as your local laws. You might be prohibited from exporting or importing certain items under international laws and regulations. Some transactions may require licenses, permits, or other documentation. If you have questions about how to comply with the law, we recommend that you speak to an attorney or qualified professional.
g. Pornography or mature content. You are prohibited from including any content featuring nudity, pornography, or sexually explicit content, which determination shall be made in our sole and complete discretion. In addition, we may restrict and/or remove content from the Platform which we deem mature so that people who are offended by this kind of material do not have to see it.
h. Violent items: items that promote, support, or glorify violence. We do not allow items or listings that promote, support or glorify acts of violence or harm towards self or others, including credible threats of harm. The following items are examples of violent items not allowed on the Platform: (i) items that glorify human suffering or tragedies, including items that commemorate or honor serial killers; (ii) items that attempt to exploit natural disasters or human tragedies; (iii) items that encourage, glorify, or celebrate acts of violence against individuals or groups; and (iv) items that encourage self-mutilation, starvation, or other self- harm.
i. Illegal items, items promoting illegal activity, and highly regulated items. Illegal items and items that promote illegal activity, including counterfeit or stolen items,

are not allowed on the Platform. Neither are certain items that are subject to complex legal regulations or registration systems. Because the Platform is an online marketplace, it is important to abide by the laws of the markets in which you are selling. All forms of illegal activity are strictly prohibited. Listings may not facilitate or promote illegal acts. Additionally, due to complex legal restrictions that vary by location, we do not permit the sale of real estate, housing, or motor vehicles (for example: automobiles, motorcycles, boats, travel trailers, etc.) on the Platform.
4. Creating and Uploading Content on the Platform.
Abusive, threatening, defamatory, harassing, or otherwise in violation of our Anti- Discrimination Policy; obscene or vulgar; in violation of someone else’s privacy or intellectual property rights; or false, deceptive, or misleading.
5. Prohibited Conduct.
By accessing the Platform as a vendor, you agree to all of the following prohibitions:
a. Third-Party Links. You are prohibited from displaying links that direct users to a site other than Platform, except when linking to: other pages within the Platform, videos depicting the product or service listed on the Platform, freight shipping services, or other legally required information. Any permitted links cannot direct users to pages that encourage people to view, search, or purchase items off of the Platform.
b. Endorsements. You shall not allow third-parties to provide logos or statements that claim to vouch for your trustworthiness or that of your product and/or service offering(s). You can include information in your listing about your Platform reputation, such as your in-Platform feedback ratings. However, you are prohibited from making statements about your reputation as a seller in a way that buyers cannot verify. You also shall not include endorsements from other people or companies that talk about your trustworthiness as a seller, because buyers cannot verify such claims.
6. Communicating with Others Via the Platform.
a. You can use the in-Platform communication system to communicate with buyers, vendors, and other Platform members. In-platform communication is a great way to discuss your listings without divulging personal contact information. In- Platform communication shall not be used for the following activities: (i) sending unsolicited advertising or promotions, requests for donations, or spam; (ii) harassing or abusing another member; (iii) contacting someone after they have explicitly asked you not to; or (iv) interfering with a transaction or the business of another member. For clarity, interference occurs when a Platform user intentionally interferes with another vendor’s shop and/or Platform listing in order to negatively impact their business. Interference is strictly prohibited on the Platform. Examples of prohibited interference include, without limitation: (1) contacting another member via HellaBlack messaging to warn them away from a particular member, shop, or item; (2) posting in public areas to demonstrate or discuss a dispute with another member; (3) purchasing from a seller for the sole purpose of leaving a negative review; (4) maliciously clicking on a competitor's promoted listings ads in order to drain that member's advertising budget, also known as click fraud. Any use of in-Platform communication to harass other Platform users is strictly prohibited. Similarly, in-Platform communication shall not be used to support or glorify hatred.

b. You are responsible for protecting Platform users’ personal information you receive or process, and you must comply with all relevant legal requirements. This includes applicable data protection and privacy laws that govern the ways in which you can use Platform user information. These laws may require that you post and comply with your own privacy policy, which must be accessible to Platform users with whom you interact. Your privacy policy must be compatible with this policy, our Terms of Use, and Cookie Policy. You must ensure that you are compliant with the General Data Protection Regulation (“GDPR”) and applicable Payment Card Industry Data Security Standards.
7. Payment Terms and Termination.
a. Vendor Subscriptions: The Vendor agrees to pay an annual, up-front Vendor Plan Subscription Fee (the “Vendor Plan Fee”) based upon one of the following subscription packages:
1. Free Subscription: N/A.
2. Preferred: $59.88.
3. Premium: $119.88.
The Vendor Plan Fee can be paid via PayPal or Stripe only. If a Vendor chooses to downgrade or update its subscription at a later date, the Vendor will be billed for a new Vendor Plan based upon the actual date the Vendor Plan downgraded or upgraded. All sales are finals and no refunds or prorated fees will be given upon termination, upgrading downgrading of a Vendor Plan.
b. Vendor Sales: When a customer purchases an item off the Platform, the Platform takes an immediate ten percent (10%) commission on each sale. HellaBlack will hold the remaining ninety percent (90%) sales revenue until disbursement. The disbursement shall occur vial PayPal based upon at least one of the two factors: 1) Shipping Module API confirmations “Shipped” status to the Platform, or 2) the customer marks the item(s) as “Received” in the Platform. Should neither of the aforementioned factors occur, the Platform will automatically disburse the 90% sales revenue after fifteen (15) days from the customer’s purchase.
c. Termination: Either Party may terminate this Agreement immediately by providing written notice to the opposite party or canceling subscription in the HellaBlack system. No refund or proration of the Vendor Plan Fee shall be given to the Vendor. Upon termination of this Agreement, ,however conditioned, the Vendor agrees and acknowledges that HellaBlack will immediately remove the Vendor’s account data and are not obligated to maintain any records prior or subsequent to the termination event.
8. Vendor Data.

As HellaBlack offers multiple tiers of service to its vendors, the Vendor understands that HB will, periodically, need to archive, modify, and/or remove products it deems to be inactive in its sole and absolute discretion.

9. Insurance.
The Vendor agrees to purchase the necessary insurance during the term of this Agreement and upon request shall provide proof of such insurance to HellaBlack. In the instance the Vendor should fail to maintain or provide proof of insurance, HellaBlack shall consider such actions to be a breach of this Agreement and will be grounds for termination.
10. Taxes.
HellaBlack shall not treat the Vendor as an employee with respect to the services performed hereunder for federal, state, or local tax purposes. The Vendor shall solely be liable to pay income taxes on all income received under this Agreement. The Vendor understands that it is responsible to pay, according to law, its own federal and state income taxes, and that HellaBlack is not withholding or paying any portion of the Vendor’s taxes on any payments made. HellaBlack shall provide a Form 1099 for all payments remitted to the Vendor under this Agreement.
11. The Vendor’s Warranties and Representations.
a. Authority. The Vendor hereby represents and warrants that it has full authority to execute and to perform this Agreement in accordance with its terms; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with, result in a breach, violation or default or give rise to an event which, with the giving of notice or
after the passage of time, or both, would conflict with or result in a breach, violation or default of any of the terms or provisions or of any indenture, agreement, judgment, decree or other instrument or restriction to which the Vendor is a party or by which the Vendor may be bound or affected; and no further authorization or approval, whether of governmental bodies or otherwise, is necessary in order to enable the Vendor to enter into and perform this Agreement.
b. Binding Agreement. This Agreement constitutes a valid and binding obligation enforceable the Vendor in accordance with its terms.
c. User Data. The Vendor will at all times during the Term of this Agreement maintain appropriate technical and organizational measures to protect any end- user data that it collects, accesses, or processes in connection with this Agreement against unauthorized or unlawful use, disclosure, processing or alteration. The Vendor will act only on HellaBlack’s instructions in relation to the collection, use, disclosure, and processing of any such end-user data, but in all instances in accordance with all applicable laws, rules and regulations.
d. The Vendor shall be solely responsible for all costs, including but not limited to, shipping fees, return fees, and other fees associated with processing customer transactions. The Vendor shall be solely responsible for damages associated with shipped items and will replace, at its sole cost, any incorrect or defective items per customer request.

e. Non-Bona Fide Transactions. The Vendor shall not attempt to circumvent HellaBlack by encouraging or otherwise soliciting business from HellaBlack customers.
12. HellaBlack’s Warranties.
To the fullest extent permissible pursuant to applicable law, HellaBlack makes no warranties (including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement), guarantees, representations, promises, statements, estimates, conditions, or other inducements, express, implied, oral, written, or otherwise except as expressly set forth herein. HellaBlack does not warrant or guarantee conversion rates, pay-up rates, response rates or ability to convert the responses into sales.
13. Indemnification.
a. The Vendor shall at all times defend, indemnify, and hold harmless HellaBlack and HellaBlack’s members, managers, successors, assigns, partners, officers, affiliates, subsidiaries, joint venturers, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all liabilities, damages, penalties, settlements, judgments, orders, losses, costs, charges, attorneys’ fees, and all other expenses and shall further defend the Indemnified Parties from any and all claims, actions, suits, prosecutions, and all other legal and/or equitable proceedings resulting from or relating to (whether directly or indirectly) any allegation (whether founded or unfounded and regardless of the nature or character thereof) regarding: (i) any negligent, willful, reckless, or wrongful act or omission of the Vendor, its employees, representatives, contractors, or agents; (ii) any breach of, or inaccuracy in, any representation and/or warranty made by the Vendor herein including, without limitation, claims for personal injury, death, or damage to property or other demands; (iii) any failure to perform by the Vendor, or any defect in the Vendor’s performance of the Vendor’s obligations and duties pursuant to this Agreement and/or in rendering any Services; (iv) any claim alleging that the Vendor infringing on patents, copyrights, trademarks, or service marks of other Intellectual Property rights of a third-parties; (v) any violation by the Vendor of applicable laws or regulations, including but not limited to Section 5 of the FTC Act relating to unfair methods of competition, unfairness, and deceptive advertising; (vi) any claim that HellaBlack is obligated to pay tax obligations in connection with this Agreement or any terms and conditions incorporated by reference herein; or (vii) any alleged violation by the Vendor of any law, statute, regulation or ordinance. Upon receiving notice or knowledge of any claim, event, or loss for which indemnity is sought hereunder, HellaBlack, as the party seeking indemnification, shall tender the matter to the Vendor.
b. Notwithstanding the foregoing, any Indemnified Parties may, in their sole discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding, subject to the provisions contained in Section 13(c) herein. Upon demand, the Vendor shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

c. The Vendor will not settle any claim arising from this Agreement without HellaBlack’s prior written consent, and the Vendor will indemnify HellaBlack for any reasonable attorneys’ fees or other costs incurred by HellaBlack or other Indemnified Parties in investigating or enforcing this Section 13.
14. Limitation of Liability.
In no event shall HellaBlack nor any members, manager, joint venturer, affiliate, officer, employee, contractor, attorney, or agent of HellaBlack have any liability with respect to, and the Vendor hereby waives, releases, and agrees not to sue any of them upon, any claim for any actual, special, indirect, incidental, or consequential damages suffered or incurred by the Vendor, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not the Vendor was advised of the possibility of such damages, resulting from: (1) the Vendor’s provision of the Services during the
Term; (2) any personal injury or property damage, of any nature whatsoever, resulting from the provision of the Services; (3) any failures or disruptions whether intentional or unintentional; (4) loss of revenue, income, profit, or savings; (5) lost or corrupted data or software, loss of use of system(s) or network, or the recovery of such; (6) loss of business opportunity, and/or (7) business interruption or downtime. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Some states do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to such residents and there may be other applicable legal rights that vary from state to
state. Specifically, in those jurisdictions not allowed, HellaBlack does not disclaim liability for: (1) death or personal injury caused by HellaBlack’s negligence or that of any of its members, officers, employees, joint venturers, contractors, or agents; (2) fraudulent misrepresentation; or (3) any liability which it is not lawful to exclude either now or in
the future. Specifically, for applicable residents, HellaBlack’s liability is the lowest permitted under applicable law. Where a total disclaimer of liability is disallowed, the Vendor agrees that HellaBlack’s total liability to the Vendor shall not exceed one hundred ($100) US Dollars.
15. Force Majeure.
Either Party may, without liability, delay performance or cancel the Agreement on account of force majeure or other circumstances beyond its control including, but not limited to, acts of God, terrorist acts, war, riot, fire, explosion, flood, strike, lockout, injunction or telecommunication, electrical or source of supply failure.
16. Dispute Resolution: Negotiation and then Final Binding Arbitration.
a. In the event of any dispute regarding the subject matter of this Agreement or payment thereunder, all Parties agree to try for fifteen (15) days to resolve such dispute informally. The term “dispute” is as broad as it can be. It includes any claim or controversy between any of the Parties to this Agreement concerning the subject matter herein, except disputes relating to the enforcement or validity of any of the Parties’ licenses or intellectual property rights. If the Parties cannot resolve the dispute informally, then Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted for binding arbitration before a single arbitrator in accordance with the then existing Commercial Arbitration Rules of the American Arbitration Association, including the Optional Rules for Emergency Measures of Protection. The arbitrator shall be a practicing attorney or retired judge with at least fifteen (15) years total working experience as such. The arbitration shall be held in Washington, DC or any other place agreed upon at the time in writing by the Parties. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing Party’s actual damages. An award of damages shall include pre-award interest at the rate of 2% percent from the time of the act or

acts giving rise to the award.
b. A Party may apply to the arbitrator seeking injunctive relief until an arbitration award is rendered or the dispute is otherwise resolved. A Party also may, without waiving any other remedy, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that Party pending the arbitrator’s appointment or decision on the merits of the dispute. If the arbitrator determines that a Party has generally prevailed in the arbitration proceeding, then the arbitrator shall award to that party its reasonable out-of- pocket expenses related to the arbitration, including filing fees, arbitrator compensation, attorneys’ fees and legal costs.
c. The arbitrator shall issue a reasoned award. Judgment upon the arbitrator’s award may be entered in any court having jurisdiction. The arbitration proceedings and arbitrator’s award shall be maintained by the Parties as strictly confidential,
except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the Parties’ respective attorneys, tax advisors and senior management and to family members of a Party who is an individual.
d. The arbitrator shall require exchange by the Parties of: (i) the name and, if known, address and telephone number of each person likely to have knowledge of
relevant information, identifying the subjects of the information, and (ii) non- privileged documents, including those in electronic form, that are relevant to the issues raised by any claim, defense or counterclaim or on which the producing party may rely in support of or in opposition to any claim, defense or counterclaim. The arbitrator shall limit such production based on considerations of unreasonable expense, duplication and undue burden.
These exchanges shall occur no later than a specified date within sixty (60) days
following the appointment of the arbitrator. At the request of a party, the arbitrator may at his or her discretion order the deposition of witnesses. Depositions shall be limited to a maximum of three depositions per Party, each of a maximum of four hours duration, unless the arbitrator otherwise determines. The arbitrator may allow such other discovery as he or she determines is reasonably necessary for a fair determination of the dispute. Any dispute or objections regarding discovery or the relevance of evidence shall be determined by the arbitrator. All discovery shall be completed within one hundred and twenty (120) days following the appointment of the arbitrator, unless the arbitrator otherwise determines.

17. Attorneys’ Fees.
In any arbitration or litigation by either Party to enforce the terms of this Agreement, the prevailing Party is entitled to reimbursement of its reasonable attorneys’ fees and costs in bringing or defending the action. As used herein, ‘prevailing Party’ means the Party that is afforded the greater relief (whether affirmatively or by means of a successful defense) with respect to claims having the greatest value or importance as determined by the court or arbitrator(s) allowing for all of the claims, counterclaims, and defenses asserted under the contract. In claims for money damages, the total amount of recoverable attorneys’
fees and costs shall not exceed the net monetary award of the prevailing Party.
18. Notices and Communications.
All notices and other communications under this Agreement must be in writing. If notice is served by facsimile, or sent by e-mail it shall be deemed to have been served on the first business day following the date the notice was faxed or e-mailed. If notice is served by overnight mail, whether by commercial carrier or the United States Postal Service, it shall be deemed to have been served on the next business date following its mailing. If
notice is served by certified mail, it shall be deemed to have been served as of the date on the return receipt. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above. The Parties’ addresses to be used for said notice, unless changed as set forth herein, are set forth in the signature line on the last page herein.
19. No Construction Against Drafter.
The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to all Parties and not in favor or against any Party.
20. Entire Agreement.
This Agreement shall constitute the entire understanding and agreement between the Parties, pertaining to its subject matter, and shall supersede and govern any and all prior representations, understandings warranties, proposals, negotiations and discussions, whether oral or written of the Parties. No other agreements, representation, or warranties, whether written or oral, shall be deemed to bind the Parties hereto with respect to the subject matter hereof.
21. Assignment.
The Vendor may not assign this Agreement or any of its rights or obligations hereunder, or delegate the performance thereof to a third party, without the prior written consent of HellaBlack, which consent may be arbitrarily withheld. Any attempt to assign this

Agreement without such consent shall be void and of no effect.
22. Gender and Number.
Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing one gender include the other gender.
23. Modification by Subsequent Agreement.
This Agreement may be modified by subsequent agreement of the Parties only by an instrument in writing signed by the Parties.
24. Severability.
If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect.
25. Waiver.
The waiver by any Party of a breach or default in any of the provisions of this Agreement by the other Parties shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of any Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Parties.
26. Counterparts.
This Agreement may be executed in any number of counterparts, including by facsimile, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
27. Headings.
The headings and the order in which the paragraphs appear in this Agreement have no significance whatsoever.
28. Governing Law.
This Agreement is and shall be subject to, governed by, and construed and enforced pursuant to the laws of the State of Virginia.
29. Signature Authority.
The undersigned warrant that they are duly authorized representatives of the Parties, that all corporate action necessary to approve this Agreement has been taken, and that they have the authority to sign this Agreement on behalf of the Parties hereto.