Stable Auto Corporation

THESE STABLE AUTO CORPORATION TERMS AND CONDITIONS (THE “TERMS”) constitute a legally binding agreement between you (the “Customer” or “you”) and Stable Auto Corporation (together, with its affiliates, “Stable”, “we”, “our” or “us”) governing your use of our products and services as indicated in the Order Form (the “Services”).

CUSTOMER ACKNOWLEDGES AND AGREES THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, CUSTOMER IS INDICATING THAT CUSTOMER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS, WHETHER OR NOT CUSTOMER HAS REGISTERED WITH STABLE. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, THEN CUSTOMER HAS NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms are effective as of the date Customer first clicks “I agree” (or similar button or checkbox), or uses or accesses the Services, whichever is earlier. If a User accepts or agrees to these Terms on behalf of its employer or another legal entity, User represents and warrants that (i) User has full legal authority to bind its employer or such entity to this Agreement; (ii) User has read and understands this Agreement; and (iii) User agrees to this Agreement on behalf of the party that User represents. In such event, “Customer” will refer and apply to User’s employer or such other legal entity.

Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://stable.auto/privacy/. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms and together, with your Order Form, form and are hereinafter referred to as this “Agreement.” You may also enter into a separate written agreement with us (each a “Order Form”), and in the event of any conflict between such Order Form, and any agreement referenced therein, and this Agreement, this Agreement shall take precedence over the Order Form unless the Order Form specifically states that such Order Form shall take precedence.

Customer’s use of the Services constitutes its acceptance of and agreement to these Terms and any future amendments and additions to these Terms as Company may publish from time to time

‍
1. DEFINITIONS.

a. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of at least fifty percent (50%) of the outstanding voting securities or the ability to control the operations of the entity in question (but only as long as such person or entity meets these requirements).
b. “Confidential Information” shall include any oral or written information of either Party, including any Users and/or Affiliates, that is marked or otherwise identified, orally or in writing, as confidential or proprietary information. Such information shall include, without limitation, information relating to a Party’s employees, compensation structure, business operations, strategies, financial matters, current and prospective Customers, marketing and/or advertising, pricing, products, and any other item or data which a Party should recognize from the circumstances surrounding the disclosure to be confidential or proprietary in nature. Confidential Information of Customer shall include Customer Data; Confidential Information of Stable shall include the Service; Confidential Information of each party shall include the terms and conditions of this Agreement as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
c. “Customer Art” means Customer’s logos, promotional graphics and related marketing designs.
d. “Customer Data” means any data, materials, information or content provided or submitted to or through the Platform by Customer.
e. “Documentation” means the online help files, use instructions, and related description of the Platform features and functionality that Stable provides for use with the Platform.
f. “Electronic Communications” means any transfer, transmission, and/or receipt of text, images, data, or other information of any nature to, from, or through the Service.
g. “Intellectual Property Rights” means patents, copyrights, trademarks, service marks, trade names, domain name rights, know-how, and other trade secret rights, and all other intellectual property rights.
h. “Licensed Information” means any data or content provided by Stable in connection with the Platform.
i. “Order Form” means a document that details the Service(s) to be provided by Stable, the associated fees, and other related details using the form provided to Customer by Stable. If multiple Order Forms will apply to this Agreement, they will be numbered sequentially. All mutually executed Order Form(s) are deemed incorporated herein by this reference. Each Order Form is intended to define a separate contract particular to that order, incorporating by reference this Agreement. An Order Form may also contain other terms or conditions, mutually agreed upon by Stable and Customer, which apply specifically to that particular order. Customer agrees that each Order Form will be signed by a representative having the authority to bind Customer, and that Stable may presume that such representative has such authority. A binding order is created when Stable accepts and executes the Customer-executed Order Form.
j. “Platform” means the SaaS-based, proprietary, Stable evaluation engine platform with access to the Content and enabling the generation and delivery of Site Data analysis requested by the Customer.
k. “Professional Services” means the implementation, configuration, and/or training, services provided by Stable to a customer pursuant to an agreement and Statement of Work executed by the parties.
l. “Site Data” means a collection of data about one or more Sites.
m. “Service(s)” means the Platform, including all cloud-based software, data storage, hosting, technical support and maintenance services associated therewith.
n. “Site(s)” are unique, physical locations entered into the Platform for analysis.
o. “Stable Technology” means the technology provided via the Platform, including any and all associated enhancements, improvements, modifications, and derivative works to any of the foregoing, as well as any and all suggestions, ideas, enhancement requests, and feedback relating thereto.
p. “Usage Band” means the tier of subscription services including the features and access to that number of Sites at the rate specified in the Order Form.
q. “Usage Data” means data derived by Stable relating to Customer or its Users’ usage of the Service.
r. “User” means Customer’s employees, contractors, or agents whom Customer authorizes to use the Platform.

2. THE SERVICES
a. The Platform. Subject to the terms and conditions of this Agreement, Stable will use commercially reasonable efforts to provide Customer with access to the Platform for that number of Sites set forth in the Order Form and with access to those features available for the specified Usage Band. Stable will host the Platform (either directly or through a third-party hosting services provider) and may update the content, functionality, and user interface of the Platform from time to time. Stable will use commercially reasonable efforts to ensure that any changes made to the Platform will not materially diminish its core functionality, performance or security. Unless otherwise specified in the applicable Order Form, the Platform is purchased on a subscription basis. Accordingly, subject to the terms and conditions of this Agreement, Customer is hereby granted a limited, personal, non-exclusive, worldwide, non-sublicenseable, nontransferable right to access and use the Platform during the applicable Term, solely for Customer’s internal business purposes in connection with the use case(s) (if any) set forth in the Order Form. Stable reserves all rights not expressly granted hereunder. Stable may create and maintain administrative, support, system, and maintenance accounts within the Platform, all with Customer Data access for Stable and its service providers and other personnel, in order to deliver the Platform and perform all other activities set forth in or contemplated by this Agreement.
i. As part of the Platform registration process, Customer may identify up to ten unique administrative usernames and passwords associated with Customer’s Platform account. Stable reserves the right to refuse registration of or cancel usernames or passwords as it deems inappropriate. Account access to the Platform may not be shared with Affiliates.
b. Professional Services. These Terms do not apply to the provision of Professional Services. To engage with Stable’s Professional Services, please contact your sales representative or contact@stable.auto
c. Support Services. Subject to the terms hereof, Stable will provide Customer with reasonable maintenance and technical support services in accordance with Stable’s standard practice for the Platform.

‍
3. RESTRICTIONS AND RESPONSIBILITIES
a. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Stable’s standard published policies then in effect and all applicable laws and regulations. Although Stable has no obligation to monitor Customer’s use of the Services, Stable may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
b. The information, reports, conclusions accessed through the Services, including, without limitation, the Site Data (the “Content”) is provided solely for Customer’s internal business needs, except as set forth in Section 2(b). Customer shall not sell Content or access to the Platform. Customer shall not publish, reproduce, modify, or copy Content for external use except as expressly set forth in this Agreement without Stable’s written permission.
c. Customer shall not upload or provide to Stable any Customer Data or any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable, or which infringes the intellectual property or other rights of any third party.
d. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Stable or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
e. Customer will comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control or other United States or foreign agency or authority, and will not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations.
f. Customer acknowledges that to use the Platform, (a) Customer must (i) independently have or must independently obtain Internet access, either directly or through devices that access Web-based content, as well as browser software that supports protocols used by Stable; and (ii) follow logon procedures for the services that support such protocols; and (b) Stable assumes no responsibility for the foregoing. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

‍
4. PROPRIETARY RIGHTS
a. License to use Site Data. Stable grants Customer a limited license to incorporate all or a portion of the Site Data extracted from the Platform in compliance with the terms of the Agreement in Customer’s sales and marketing materials only.
b. Stable Ownership. As between Stable and Customer, the Services (including the Content), and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Stable or its licensors; provided, that subject to Customer’s compliance with the terms and conditions of this Agreement, Stable grants Customer a non-exclusive, non-transferable, non-sublicensable, limited, revocable (upon expiry or termination of this Agreement) license to use the Content available through the Services subject to the terms and restrictions set forth in this Agreement. Stable reserves all rights in the Content and Services not expressly granted to Customer in this Agreement.
c. Customer Ownership:
i. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Stable shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support services, and (c) all intellectual property rights related to any of the foregoing.
ii. Customer shall retain all right, title and interest in and to all of Customer Art; provided, however, that Customer hereby grants to Stable a worldwide, royalty-free, non-exclusive, revocable license to use the Customer Art, as well as Customer’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing Stable’s products and services to third parties (such as on Stable’s website, in a blog post, or case study). Customer further agrees and acknowledges that Stable may publicly reference Customer as a customer of Stable.
d. Usage Data. Notwithstanding anything to the contrary, Stable shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Stable will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Stable offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

‍
5. CONFIDENTIALITY
a. Limitations on Use. Each Party shall hold all Confidential Information in strict confidence and shall use such information solely for the purposes of fulfilling its respective obligations hereunder and for no other purpose, and shall not directly or indirectly disclose, provide, disseminate or otherwise make available any Confidential Information to any third party, in either case without the express prior written permission of the disclosing party. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.
b. Reasonable Efforts. Each Party agrees to employ reasonable and customary business practices to protect and secure Confidential Information from unauthorized release or distribution and to limit access to Confidential Information of the other Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations no less stringent than those herein. Additionally, Stable shall provide prompt notification to Customer of any unauthorized access to or disclosure of Customer Confidential Information.
c. Exclusions. The nondisclosure and use obligations regarding Confidential Information (other than Customer Data) described herein shall have no effect: (a) to the extent that any item or data forming part of the Confidential Information is now in, or later enters, the public domain other than as a consequence of the unauthorized and/or unlawful disclosure by the receiving party or by any other person; (b) to the extent that any item or data forming part of the Confidential Information is lawfully known by the receiving party prior to the provision of such information by the disclosing party; or (c) to the extent that the receiving party is entitled to release Confidential Information as required to prosecute or defend any claim under this Agreement. In addition, if the receiving party is compelled by law to disclose Confidential Information of the disclosing party, it shall provide the disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing party’s cost, if the disclosing party wishes to contest the disclosure. If the receiving party is compelled by law to disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to such Confidential Information.
d. Ownership and Return of Confidential Information. Except as otherwise provided herein, any Confidential Information disclosed under this Agreement is and remains the disclosing party’s absolute and exclusive property and is its unique and variable asset. Upon termination of this Agreement, or earlier upon the disclosing party’s request, the receiving party shall promptly return all Confidential Information, including all copies, that was received in a non-electronic form and shall destroy all information received electronically. Thereafter, the receiving party shall provide the disclosing party with written confirmation that all such information has been returned or destroyed.
e. Equitable Relief. If a receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of the disclosing party in breach of confidentiality protections hereunder, such party agrees that such breach would cause disclosing party irreparable injury, for which monetary compensation would not provide adequate compensation, and disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, without proving actual damage or posting bond or other security, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

6. PAYMENT OF FEES
a. Customer will pay Stable the then applicable fees described in the Order Form for the Services in advance on an annual basis unless otherwise set forth in the terms therein (the “Annual Fees”). If Customer’s use of the Services (i) exceeds the Usage Band with respect to (a) service level (for example, Business versus Premier access), or (b) number of Sites set forth on the Order Form, if any, or (ii) otherwise requires the payment of fees other than the Annual Fees (per the terms of this Agreement and/or an applicable Order Form) (the “Additional Fees”, together with the Annual Fees, the “Fees”), Customer shall be invoiced for such Additional Fees and Customer agrees to pay the Additional Fees in the manner set forth in such invoice. Stable reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then-current Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Stable has invoiced Customer incorrectly, Customer must contact Stable no later than 15 days after the closing date on the first invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Stable’s customer support department.
b. Full payment for invoices issued for any given term (initial term, renewal term, or overage fees) must be received by Stable within thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Stable’s net income.

‍
7. TERM AND TERMINATION
a. Subject to earlier termination as provided below, the Term of this Agreement shall terminate upon the expiration of such Term as set forth in the last effective Order Form between the Parties. Unless expressly stated otherwise, no refunds are provided for any number of Sites remaining in the purchased Usage Band as of the termination or expiration of this Agreement or any Order Form, as applicable.
b. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. For purposes of clarity, termination by Stable for Customer’s nonpayment shall not relieve the Customer of its obligation to pay all fees owed as of the date of the termination; provided, however, that should Customer terminate this Agreement due to the uncured material breach of Stable, Stable shall reimburse Customer for the any unused portion of fees prepaid hereunder based on the number of Sites analyzed and Customer shall have no further financial obligations to Stable. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, restrictions on use of retained Site Data, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnification obligations, and limitations of liability.

‍
8. WARRANTY AND DISCLAIMER
STABLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND STABLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. STABLE AND ITS THIRD PARTY CONTENT PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. STABLE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM STABLE OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.

Customer assumes sole responsibility and liability for results and Site Data obtained from the use of the Services and for conclusions drawn from such use. Stable shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Stable by Customer in connection with the Services or any actions taken by Stable at Customer’s direction. Stable shall have no liability for any claims, losses or damages arising out of or in connection with Customer’s, or any User’s, use of any third-party products, services, software or web sites that are accessed via links from within the Services.

9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, STABLE, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND STABLE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO STABLE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT STABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

‍
10. INDEMNIFICATION
a. Customer hereby agrees to indemnify and hold harmless Stable against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from (i) an alleged violation of the foregoing, or otherwise from Customer’s use of Services, (ii) the Customer Art, and (iii) the Customer Data.

b. Stable shall defend (or settle) any suit or action brought against Customer to the extent that it is based upon a claim that the Services infringe or misappropriate the intellectual property rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Customer. Stable’s obligations under this Section 10 are contingent upon: (a) Customer providing Stable with prompt written notice of such claim; (b) Customer providing reasonable cooperation to Stable, at Stable’s expense, in the defense and settlement of such claim; and (c) Stable having sole authority to defend or settle such claim. In the event that Stable’s right to provide the Services is enjoined or in Stable’s reasonable opinion is likely to be enjoined, Stable may obtain the right to continue providing the Services, replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate this Agreement without liability to Customer. THE FOREGOING STATES THE ENTIRE OBLIGATION OF STABLE AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES. Stable shall have no liability under this Section 10 the extent that any third-party claims described herein are based on use of the Services in a manner that violates this Agreement or the instructions given to Customer by Stable.

11. MISCELLANEOUS
a. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
b. The Agreement is not assignable, transferable or sublicensable by Customer except with Stable’s prior written consent. Stable may transfer and assign any of its rights and obligations under the Agreement without consent to a successor-in-interest in connection with a change of control, reorganization, merger, acquisition, or a sale of substantially all of Stable’s business or assets.
c. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by Stable, except as otherwise provided herein.
d. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Stable in any respect whatsoever.
e. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
f. Stable reserves the right, at its sole discretion, to modify, discontinue or terminate the Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Platform or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Services after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
g. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: by Stable (i) via email (in each case to the address that you provide when you register for an Account) or (ii) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
h. If you have any questions about these Terms, please contact Stable at contact@stable.auto or by registered mail, return receipt requested, at 9450 SW Gemini Drive, PMB 22028 Beaverton, Oregon 97008-7105.
i. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.