Standard purchase order terms and conditions

These Standard Purchase Order Terms and Conditions (“Terms”) apply to transactions that do not have an executed agreement between you (“Supplier”) and Verbit, Inc., a corporation organized under the laws of the State of Delaware, or the Verbit, Inc. Affiliate (Verbit, Inc. or the Verbit, Inc. Affiliate, as the case may be, hereinafter referred to as “Verbit,” and together with Supplier, the “Parties” and each, a “Party”), listed on the applicable purchase order (“Order”) for goods and/or services purchased by Verbit from Supplier.

  1. Definitions.
    1. “Affiliate” means, with respect to a Party, any entity that Controls, is Controlled by, or is under common Control with such Party.
    2. “Confidential Information” means any confidential information or data disclosed by a Discloser to a Recipient, which is marked or identified as confidential, proprietary or private; or would be understood to be confidential, proprietary or private by a reasonable businessperson based on its nature or context of disclosure. Without limitation, Verbit’s Confidential Information includes all of Verbit’s and its employees’, customers’ and end users’ content, metadata, and personal data, including any Deliverables derived from the same. The fact and terms of the Order are Confidential Information of each Party. Confidential Information does not include any information or data which the Recipient can demonstrate: (i) is or becomes available to the public through no breach by Recipient of this or any other agreement between the Parties; (ii) before its disclosure hereunder, was known by the Recipient without any obligation owing to Discloser (directly or indirectly) to hold it in confidence; (iii) is received from a third party who does not owe any duty to Discloser (directly or indirectly) with respect to such information; (iv) is independently developed by the Recipient without the use of Discloser’s Confidential Information; or (v) is approved for release by written authorization of Discloser but only to the extent of such authorization and without any disassembly, reverse engineering, or similar undertaking by Recipient.
    3. “Control” means the direct or indirect ownership or control of more than fifty percent of the voting equity of the subject entity.
    4. “Deliverable” means any tangible or intangible thing provided or required to be provided by Supplier under these Terms.
    5. “Discloser” means a Party or Affiliate, with respect to Confidential Information it discloses to the other Party or its Affiliate.
    6. “Force Majeure Event” means an event outside of either Party’s reasonable control, including acts of God, floods, fires, hurricanes, earthquakes, acts of war or terrorism, labor unions, or changes in applicable laws and regulations. The act or omission of a third-party contractor shall be not considered a Force Majeure Event.
    7. “Recipient” means a Party or Affiliate, with respect to Confidential Information it receives from a Discloser.
    8. “Service” means any service or Deliverable provided or required to be provided by Supplier under these Terms.
    9. “Supplier IP” means designs, data, specifications, know-how, software, techniques, algorithms, methods, discoveries or inventions, whether or not reduced to practice, to the extent developed by or for, and owned by, Supplier (i) prior to the date of the date of the first Order subject to these Terms, or (ii) otherwise independently from these Terms, and not specifically developed for Verbit.
    10. “Work Product” means any Deliverable that Supplier develops for Verbit under these Terms, except Supplier IP.
  2. Services.
    1. Acceptance of Services. Services shall be provided to Verbit’s reasonable satisfaction. Supplier shall correct notified deficiencies or non-conformities as soon as commercially reasonable. Verbit’s acceptance of Service shall be condition precedent to payment for that Service.
    2. Change Requests. Supplier will use commercially reasonable efforts to timely implement Verbit’s requested changes to Services. Within five business days of the change request, Supplier shall provide a detailed written estimate of anticipated impact on schedule and price. The parties shall negotiate in good faith to resolve change requests.
    3. Documentation. Supplier will furnish to Verbit, at no additional charge to Verbit, copies of user manuals, security documentation (including any materials required to fulfill security assessments conducted by Verbit’s customers), audit reports, training and marketing materials and other similar information relating to the Services (collectively, the “Documentation”) as may be reasonably requested by Verbit, including all subsequent revisions thereto. Verbit shall have the right to copy the Documentation, at no additional charge, for its own use, or use by its customers. Verbit shall have the right to create its own white-labeled documentation related to the Services, with Verbit’s branding and logos, and to distribute such material to its own customers.
    4. Improvements. Supplier shall provide to Verbit all upgrades, updates, modifications, improvements, enhancements, extensions, new versions, new modules, and other changes to the Service related to bug fixes and added features to the current Service developed by Supplier (excluding, for the avoidance of doubt, any new products as listed in Supplier’s then-current price list) (collectively, “Improvements”), as soon as they become commercially available, free of charge, and the rights to access and use such Improvements as part of the Service.
  3. Term and Termination. These Terms commences on the date of the first Order subject to these Terms and shall terminate in accordance with the following:
    1. Termination for Convenience. Verbit may terminate these Terms for convenience upon thirty days’ written notice to Supplier effective on the date specified in the notice.
    2. Termination for Cause. Upon written notice, a Party may terminate these Terms for cause in the event that Verbit shall at any time determine that the Services are being performed in an unsatisfactory manner, and Supplier fails to cure such unsatisfactory performance within thirty days after receipt of written notice by Verbit. Further, if either Party breaches its respective obligations under the Terms, the non-breaching Party will provide written notice to the breaching Party declaring the nature of the breach. Upon receipt of such written notice, the breaching Party will be given thirty days to cure the breach. In the event of any termination of these Terms, Verbit shall not be liable for any termination charges. Services may only be terminated by Supplier for an uncured non-payment breach by Verbit; provided that any other breach is addressed through a dispute resolution process. Supplier shall not have a right to suspend Services.
    3. No Liability Termination. Verbit may terminate these Terms without termination liability upon written notice: (i) due to a Force Majeure Event; or (ii) if proceedings are commenced (a) seeking an order for relief with respect to Supplier under any bankruptcy, insolvency, reorganization or similar law, provided that Supplier may not terminate if Verbit is otherwise current on its monthly invoices and is able to provide a reasonable assurance of payment; (b) seeking to appoint a receiver, trustee, custodian or other similar official for Supplier or for any or all of Supplier’s assets or property, or (c) making an assignment for the benefit of Supplier’s creditors. Further, Verbit may terminate these Terms without termination liability upon thirty days prior written notice, if there is a change of Control of Supplier and the Controlling entity is a Verbit competitor.
  4. Payment.
    1. Billing. Invoices will be emailed to, or provided via alternative means as may be communicated by Verbit from time-to-time. Undisputed amounts are due within sixty days of invoice receipt. Supplier may not first invoice Verbit more than 120 days after the end of the month in which associated Services or expenses were performed or incurred, and Verbit will not be liable for such charges except for owed taxes.
    2. Taxes. Verbit will bear all taxes, duties, and other government charges imposed on Verbit’s purchase of the Services, except taxes based on Supplier’s income, employment or property. Supplier will accept Verbit claims of tax exemption accompanied by appropriate documentation.
    3. Disputes. Verbit may dispute an invoice in good faith by withholding only the disputed amount and notifying Supplier within ninety days of invoice receipt, specifying the nature of the dispute or mistake. The Parties shall work together in good faith to promptly resolve the dispute. Upon resolution, Verbit will promptly pay the amounts owed or Supplier will promptly refund received monies to which it is not entitled, as the case may be. Failure to dispute amounts on a particular invoice will not constitute a general waiver of rights to dispute other invoices.
    4. Records. In addition to any record retention requirements specified in these Terms, Supplier shall maintain complete and accurate records of all amounts billable to and payments by Verbit in accordance with U.S. generally accepted accounting principles (consistently applied). Supplier shall retain such records for a period of three years from the date of final payment under the applicable Order.
    5. Expenses. If the Order provides for the reimbursement of travel expenses, travel expenses that are pre-approved in writing by Verbit and conform to Verbit’s Travel Policy (provided upon request) will be reimbursed.
    6. Audit of Charges. Upon not less than thirty days prior written notice and no more frequently than once per calendar quarter (except ad hoc audits may be conducted to investigate discovered discrepancies, error or possible violating activity) and for a period of twelve months thereafter, Supplier shall provide to Verbit access to Supplier’s financial books, records and supporting documentation necessary to verify Supplier’s Service invoices to Verbit. If the audit results in a determination that Supplier has undercharged Verbit, then Supplier will adjust the next invoice. If the audit results in a determination that Supplier has overcharged Verbit, then Supplier will promptly credit or refund the overcharge amount within thirty days. If the amount of the overcharge is equal to or exceeds five percent of the total amount of the charges for the calendar year in which the audit occurs, Supplier shall reimburse Verbit for its reasonable costs of the audit. Verbit shall have the right to inspect and photocopy Supplier’s books and records and retain copies of such books and records outside of Supplier’s premises with appropriate safeguards, if such retention is deemed necessary by Verbit in its sole discretion. Verbit’s audit rights pursuant to this Section shall not be affected by any failure to timely dispute an invoice.
  5. Confidentiality.
    1. Each Party is responsible for its Affiliates’ compliance with this Section. Recipient will: (i) use Discloser’s Confidential Information only in connection with Recipient’s performance of its obligations or in exercising its rights under these Terms; (ii) restrict disclosure of Discloser’s Confidential Information to Recipient’s and its Affiliates’ employees and dedicated contractors who reasonably require the Confidential Information to perform their responsibilities under the Terms; (iii) advise those employees and dedicated contractors who have access to the Confidential Information of their obligations with respect thereto; (iv) treat the Confidential Information with at least the same degree of care to avoid disclosure to any third party as is used by Recipient with respect to its own information of like importance which is to be kept secret; and (v) copy the Confidential Information only as necessary for those employees and dedicated contractors who are entitled to receive it and ensure that all confidentiality notices are reproduced in full on such copies.
    2. If required by law or regulation, Recipient may disclose Discloser’s Confidential Information only to the extent required, and only if the Recipient first promptly notifies the Discloser (to the extent legally permissible) to allow the Discloser a reasonable opportunity to seek an appropriate protective order. Verbit may disclose these Terms under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing, financial covenant compliance or non-ordinary course of business corporate transaction.
    3. Confidential Information, including copies, is the property of Discloser. Within twenty days of Discloser’s written request or termination of these Terms, Recipient shall return to Discloser or destroy, at Discloser’s option, all Confidential Information (or any designated portion thereof), including all copies thereof and materials containing the same. Within ten days of Discloser’s written request, Recipient shall certify in writing that it has satisfied its obligations under this Section.
    4. Each Party acknowledges the economic value of the other Party’s Confidential Information, and that irreparable harm could result if any obligation under this Section is not performed by a Recipient. Discloser shall be entitled to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction to prevent disclosure of its Confidential Information. Discloser shall not be deemed to have made an election of remedies by obtaining, or seeking to obtain, injunctive or equitable relief.
  6. Representations and Warranties. Supplier represents and warrants the following:
    1. The Services will meet all applicable specifications and service level agreements.
    2. The Services will be provided in a professional and workmanlike manner by individuals with suitable skills and abilities, using due care and consistent with prevailing industry standards and all applicable laws.
    3. Supplier will use commercially reasonable efforts to re-perform any Services or redeliver any Deliverables not meeting the foregoing requirements promptly following notice from Verbit.
    4. The execution and delivery of these Terms and the performance and consummation of the transactions contemplated hereby will not violate or result in a breach by Supplier of its articles of incorporation or bylaws, any other agreement or understanding to which it is a party, or any lien, resolution, legal or administrative order or statutory provisions to which it is subject.
    5. It is the developer and owner of the technology used to provide the Services, or it has the authority to grant the rights granted hereunder; it has obtained all licenses and intellectual property rights required for it to fulfill its obligations hereunder; there is no claim, litigation or proceeding pending or, to its best knowledge, threatened with respect to the Services or any component thereof; and the Services and/or Deliverables will not infringe any patent, copyright, trademark, trade secret or other intellectual property right of any third party.
    6. The Services are free of any and all computer viruses and/or other destructive code.
    7. It has implemented appropriate measures to protect against the unauthorized release of Verbit’s Confidential Information and agrees that it shall protect all such information it receives according to prevailing industry standards, but in no event less rigorously than it protects its own Confidential Information.
    8. Its collection, access, use, storage, disposal and disclosure of personal data does and will comply with all applicable privacy and data protection laws, as well as all other applicable regulations and directives.
    9. It maintains comprehensive hiring policies and procedures which may include, among other things, a background check for criminal convictions (to the extent permitted by applicable law). Supplier further represents and warrants that through its hiring policies and procedures including background checks, it endeavors to hire the best candidates with appropriate character, disposition, and honesty.
    10. If, in the course of performing its obligations under the Terms, it has access to or will collect, access, use store, process, dispose of or disclose credit, debit or other payment cardholder information, it shall at all times remain in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at Supplier’s sole cost and expense.
  8. Indemnification. Supplier shall defend, indemnify and hold harmless Verbit, its respective Affiliates, directors, officers, agents, employees and representatives from and against any and all third party allegations, claims, actions, proceedings, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses, including without limitation, claims by Verbit’s customers (including, without limitation, reasonable attorneys’ fees and expenses, statutory penalties, fines and costs) (collectively, “Claims”) (i) for physical injury or death or damage to real property to the extent caused by Supplier’s breach of a material obligation in the Terms, negligence and/or willful misconduct; (ii) arising from breach of a representation, warranty or material obligation of these Terms; (iii) of intellectual property infringement arising from receipt or use of the Services; (iv) arising from Supplier’s negligence or willful misconduct; (v) arising from the willful suspension, cessation or abandonment of Services without the right to do so under the Terms; (vi) by any Supplier subcontractor arising from Supplier’s agreement or relationship with such subcontractor; or (vii) arising from violation of applicable law to the extent caused by Supplier or its subcontractors. Whenever Supplier is responsible under subsection (iii) of the preceding sentence, Supplier may at its option either procure the right for Verbit to continue using, or may replace or modify the alleged infringing Service so that the Service becomes non-infringing. If those alternatives are not reasonably achievable, Supplier may terminate the affected Service without termination liability to Verbit, subject to applicable termination transition assistance obligations, to the extent such transition services do not violate an applicable law or court order.
  9. Intellectual Property.
    1. Verbit shall own all intellectual property rights in and to the Work Product. Work Product shall be deemed work-for-hire to the extent permissible under applicable copyright law, and where it is not work-for-hire, Supplier agrees to assign and hereby does assign to Verbit all right, title, and interest in and to intellectual property with respect to Work Product.
    2. Supplier grants to Verbit an irrevocable, perpetual, worldwide, non-exclusive, non-transferable and royalty-free license under the Supplier IP and any third-party intellectual property licensable by Supplier to the extent necessary for Verbit to (i) use or exercise its rights in the Work Product, or (ii) exercise its rights hereunder, including use of the Service and the provision by Verbit or any Verbit Affiliate to its customers of the Service or of Verbit’s (or its Affiliates’) own services that make use of or incorporate the Service. Verbit will not directly or indirectly reverse engineer, decompile, disassemble or copy Supplier software to the extent it comprises Supplier IP.
    3. Nothing in these Terms grants Supplier the right to use any trademarks, trade names or logos proprietary to Verbit.
  10. Insurance.
    1. Supplier will maintain during these Terms’ effectiveness: (1) Workers’ Compensation insurance as prescribed by the law of the state or nation in which the Services are performed; (2) employer’s liability insurance with limits of at least $500,000 for each occurrence; (3) comprehensive automobile liability insurance if the use of motor vehicles is required, with limits of at least $1,000,000 combined single limit for bodily injury and property damage for each occurrence; (4) Commercial General Liability (“CGL”) insurance, including Blanket Contractual Liability and Broad Form Property Damage, with limits of at least $2,000,000 combined single limit for bodily injury and property damage for each occurrence; (5) Professional Liability or Errors and Omissions insurance that covers the subject matter of these Terms errors and omissions, collection, theft, loss or disclosure of confidential information and data, media and content rights and other intellectual property infringement and liability (excluding patent infringement) in the amount of at least $1,000,000 for each occurrence; (6) excess or umbrella liability at a limit of no less than $2,000,000 per occurrence and aggregate in excess of the underlying coverage required above; and (7) Network Security and Privacy insurance (including, without limitation, coverage to address data loss, data security breaches, hacking and privacy law violations), in the amount of at least $1,000,000 for each occurrence and $3,000,000 in the aggregate.
    2. The CGL, employer liability, excess or umbrella liability, and automobile liability policies of Supplier will designate Verbit and its Affiliates, officers, directors and employees as additional insureds and excepted from any “insured vs. insured” exclusion.
    3. Supplier must obtain all required insurance policies from financially reputable insurers rated not less than “A-VIII” by AM Best or equivalent rating agency and licensed to do business in all jurisdictions where Services are provided under these Terms. If Services are being provided outside the United States, Supplier is responsible for ensuring that any foreign or local certificates are provided. Upon Verbit’s written request, Supplier will furnish certificates evidencing the foregoing insurance. At least thirty days prior to any cancellation or termination of Supplier’s policy, Supplier will notify Verbit in writing of such cancellation or termination.
  11. Personnel. Supplier shall not permit any person convicted of a misdemeanor relating to computer security, theft, fraud or violence or any Person convicted of a felony, or any Person it has reason to know has engaged in criminal, dishonest or fraudulent behavior, whether or not while in Supplier’s employ to perform Services for Verbit under these Terms. Supplier assumes all responsibility for the acts and omissions of its personnel and failure to adequately supervise. When Supplier personnel perform Services on Verbit’s premises, Supplier’s personnel will comply with Verbit’s standard rules and regulations generally applied and communicated to Supplier in advance.
  12. Compliance with Laws; Changes in Law. Each Party will comply, at its own expense, with all applicable federal, state, county, and local ordinances, regulations, and codes in performing its obligations hereunder, including, without limitation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act and any other applicable anti-corruption laws. Each Party represents that it has or will obtain all consents, licenses, permits and certificates required to receive or perform the Services and to do business in the applicable jurisdictions. Supplier and Verbit shall work together to identify the impact of such changes on how Verbit uses, and Supplier delivers, the Services. Supplier shall perform the Services regardless of changes in applicable Law to the best of its ability on a commercially reasonable basis. If such changes prevent Supplier from performing its obligations under these Terms, Supplier shall use commercially reasonable efforts to develop and, with Verbit’s review and input, implement a suitable and legally compliant workaround until such time as Supplier can perform its obligations under these Terms in accordance with applicable law without such workaround. If continued performance of the Services would cause a Party to be in violation of any applicable law, statute, ordinance, court order or regulatory agency rules, either Party may cease performing the applicable Service(s) to the extent reasonably required to correct or avoid the violation.
  13. Force Majeure. Upon Supplier’s material failure to perform its obligations hereunder for over two days due to a Force Majeure Event, Verbit shall not be obligated to pay Supplier for the affected Service for the prorated period of the period in which Supplier is unable to deliver the affected Service. In the event such inability persists for more than fourteen days, Verbit may terminate the affected Service without liability. If any Force Majeure Event occurs which delays or renders impossible the performance of a Party’s obligations under these Terms, and if the impact on that Party’s performance could not have been reasonably avoided through the exercise of due care and diligence in anticipation of or in response to such circumstances, such obligation shall be postponed for such time as such performance necessarily has had to be suspended or delayed on account thereof, provided such Party shall notify the other in writing as soon as practicable, but in no event more than three days after the occurrence of such Force Majeure Event. In such event, the Parties shall meet promptly to determine an equitable solution to the effects of any such event, provided that the Party who fails because of Force Majeure Event to perform its obligations hereunder shall use commercially reasonable efforts to implement workarounds or otherwise minimize the length of the delay and to resume promptly performance upon the cessation of the force majeure.
  14. Miscellaneous.
    1. Notices. All notices hereunder, (i) to Verbit, will be to, and (ii) to Supplier, will be as set forth in the Order.
    2. Transportation. All the prices are established as F.O.B. Seller and/or Origin Dock, Freight Prepaid, unless otherwise specifically provided on the front of the Order. Title and risk of loss shall not pass to Verbit until delivery of the goods to the location designated on the face of the Order and acceptance by Verbit. If Verbit rightfully rejects the goods, receives a non-conforming tender, or revokes its acceptance, risk of loss and title shall be deemed to have remained with Supplier. The responsibility for freight damaged merchandise will be assumed by Supplier. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Supplier. Supplier will not declare any value on such materials shipped via United Parcel Service, Rail Express, Air Express, Air Freight or Parcel Post. Supplier will release rail or truck shipments at the lowest released valuation permitted in the governing tariff or classification.
    3. Independent Contractors. The Parties are independent contractors, and nothing herein will be construed otherwise. Each Party alone will determine, supervise and manage the method, details, and means of performing its obligations. Except as agreed in writing, neither Party will act or attempt to act or represent itself, directly or by implication, as the other Party’s agent. Each Party will be solely responsible for the compensation, fringe benefits and withholding and payment of all applicable federal, state, and local taxes for its own employees.
    4. No Exclusivity. Neither Party is bound by any exclusivity to the other under these Terms.
    5. No Third Party Beneficiaries. There are no intended third party beneficiaries, including without limitation Verbit’s customers.
    6. Severability; No Waiver. Any provision of these Terms that is prohibited or unenforceable will be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions. No course of dealing or failure of a Party to enforce strictly any term or provision of these Terms, or to exercise any right, obligation, or option provided hereunder, will waive such term, provision, right, obligation, or option.
    7. Assignment and Subcontracting. These Terms will be binding on the successors and assigns of both Parties, provided, however, Supplier may not assign, delegate or transfer these Terms without Verbit’s prior written consent. No subcontract shall release Supplier from its responsibility or obligations under these Terms. Supplier shall not subcontract to a third party a material portion of its Services hereunder without Verbit’s prior written consent. Supplier shall be responsible and legally accountable for the work and activities of each of its subcontractors, including compliance with the terms of these Terms. Supplier shall be responsible for and indemnify and hold Verbit harmless from, all payments to its subcontractors, together with any and all other services, materials, facilities, equipment and labor used by Supplier in providing the Services.
    8. Governing Law; Venue. These Terms and all acts, transactions, rights, and obligations relating thereto will be governed by and construed under the laws (without giving effect to principles of conflicts laws), and subject to the applicable venue and jurisdiction, as follows:
      Verbit entity Place of incorporation Choice of law Venue and jurisdiction
      Verbit, Inc. Delaware (U.S.) New York New York (state & federal)
      Automatic Sync Technologies, LLC Wyoming  (U.S.) New York New York (state & federal)
      VITAC Corporation Pennsylvania  (U.S.) New York New York (state & federal)
      Verbit Software Ltd. Israel Israel Tel Aviv-Jaffa District
      Verbit UK Limited United Kingdom English London 

      Each Party consents to the personal jurisdiction and exclusive venue of the courts as set forth above for that purpose. The Parties acknowledge that there could be certain disputes between them that should be resolved, if possible, in a manner that preserves the on-going business relationship between the Parties.

    9. No Suspension of Services. Except for a properly noticed and uncured non-payment of undisputed amounts overdue for at least sixty days or a continuing violation of applicable law (in the reasonable opinion of Supplier’s legal counsel) if not suspended, Supplier shall not have the right to suspend or terminate Services pending the resolution of any dispute.
    10. Remedies. Either Party will be entitled to immediate injunctive relief in addition to any other rights and remedies available to it at law or in equity, without the posting of a bond or demonstration of irreparable harm, for breach by the other Party of Section 5 or 9 above. Except as stated herein, the rights and remedies of each Party are cumulative, and are in addition to any other rights or remedies available at law or in equity.
    11. Expenses. Except as provided otherwise in these Terms, all costs and expenses incurred in connection with these Terms shall be paid by the Party incurring such cost or expense.
    12. Further Assurances. In addition to any other obligations set forth in these Terms, each Party agrees to take such actions (including the execution, acknowledgment and delivery of documents) reasonably requested by the other Party for the implementation or continuing performance of these Terms. The Parties agree to operate in good faith under the Terms.
    13. Authority. Each Party represents to the other that (i) it has full authority to enter into and perform under these Terms; (ii) the person signing these Terms on its behalf is properly authorized; and (iii) it has read these Terms, understands it, and agrees to be bound by all of its terms, conditions, and provisions.
    14. Survival. Sections 3, 4, 5, 7, 8, 9, and 14 will survive the expiration or termination of these Terms.
    15. Entire Terms. These Terms, together with any applicable Order(s) or executed amendments, constitutes the Parties’ entire understanding, and supersedes any prior written or oral agreements or understandings related to the subject matter hereof. These Terms may be modified only by a mutually executed amendment.

Date: March 8, 2022