Policy Reporter Subscription Services Terms and Conditions

These Policy Reporter Subscription Services Terms and Conditions (the “Terms and Conditions”) are effective as of effective date of the first Order Form entered into between Biopolicy Innovations, LLC, d/b/a Policy Reporter™, and Customer. Each of Policy Reporter and Customer may be referenced throughout this Terms and Conditions as a “Party” or collectively “the Parties.” These Terms and Conditions apply to Policy Reporter’s software as a service products referenced in the Order Form, which include the Policy Reporter payer policy tracking portal (including proprietary code) utilizing proprietary internal technologies and systems (the “Platform”), as well as other related products offered to Customers (collectively, the “Subscription Services”). The Platform contains third party content including insurance reimbursement policies from private payers and Centers for Medicare and Medicaid Services (CMS) as well as Technology Assessments (collectively the “Content”). The term “Subscription Services” includes the Platform, and the term “Platform” includes the Content. If there is no Order Form between the Parties, then there is no grant of license under these Terms and Conditions. For the purpose of these Terms and Conditions, the term “Order Form” shall include any order form, task order, statement of work, or other similar document entered into between the Parties for the provision of Subscription Services.

SERVICES.
1. These Terms and Conditions govern Policy Reporter’s provision of the hosted Subscription Services set form in Customer’s ORDER FORM. In the event of any conflict between the provisions of these Terms and Conditions and the terms of any ORDER FORM, the provisions of these Terms and Conditions shall supersede and govern, unless the ORDER FORM (i) expressly states that the Parties mutually intend that the ORDER FORM should govern in that instance and (ii) expressly identifies the provision(s) of these Terms and Conditions to be superseded.
2. Customer may not access the Subscription Service (i) if Customer is a direct competitor of Policy Reporter, except with Policy Reporter’s prior written consent, nor (ii) for purposes of monitoring performance or functionality, benchmarking, or a competitive purpose.
LICENSE GRANT AND RESTRICTIONS.
1. Subject to these Terms and Conditions, Customer shall have the non-exclusive, non-transferable, limited right to use the Subscription Services for the amount of time stated in the ORDER FORM (the “Term”) unless Customer does not comply with these Terms and Conditions and the ORDER FORM, and then solely for its own internal business purposes, and solely for the number of authorized users in the Order Form (each, a “User”). Customer’s limited right to use the Subscription Services may not be shared with any third party whatsoever except to Customer’s engaged legal and financial advisors. All rights not expressly granted to Customer are reserved by Policy Reporter and its licensors.
2. The Subscription Services provided by Policy Reporter are protected by copyright, trademark, patent, and/or other intellectual property laws and rights (“IP Rights”), and any unauthorized use of the Subscription Services may violate such laws and these Terms and Conditions. The trademarks, logos, and Subscription Service marks displayed on the Platform or used by Policy Reporter (collectively, “PR Marks“) are the property of Policy Reporter, its parent company or other third parties. Customer may not use or permit the use of the PR Marks without the prior written consent of Policy Reporter. All other trademarks and registered trademarks are the property of their respective owners.
3. For purposes of clarification:
  1. Customer must not reproduce or distribute in any form, whether or not for commercial purposes, any part of the Subscription Services.
  2. Unless indicated otherwise, Customer may view, download, copy, and print screenshots, Content, or other materials derived from the Subscription Services as long as such documents are for Customer’s own internal use and are not posted, distributed or modified, and all PR Marks and other intellectual property ownership notices are included.
4. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Subscription Service including the Platform in any way; (ii) modify or make derivative works based upon the Platform; (iii) create Internet “links” to or “frame” or “mirror” the Subscription Service on any other server or wireless or Internet-based device; (iv) use any data mining, robots, or similar data gathering and extraction methods with respect to the Subscription Services; or (v) reverse engineer or access the Subscription Services for any reason whatsoever, including without limitation to (a) build competitive content or a competitive product or service, (b) build content or a product or service using similar ideas, features, functions or graphics of the Subscription Services, or (c) copy or mirror any ideas, features, functions or graphics of the Subscription Services.
5. Customer grants to Policy Reporter a non-exclusive, royalty free license to use information that Customer (including a User) provides to Policy Reporter including information input into the Service, Customer feedback and Customer suggestions.
USE OF SUBSCRIPTION SERVICES.
1. Subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the applicable Platform. The license scope is defined in the Order Form.
2. Customer must register within the Platform the unique set of login credentials (each consisting of a username and unique password). Customer will ensure that: (a) all required registration information Customer submits is truthful and accurate; and (b) Customer will maintain the accuracy of such information. Customer will ensure that no more than one User will have access to and will use each set of login credentials. As a condition to access and use of the Subscription Services, each User shall agree to abide by the terms of Policy Reporter’s Platform Terms of Use; Customer will direct each User to review and comply with the Platform Terms of Use and shall promptly notify Policy Reporter of any violation of the Platform Terms of Use upon becoming aware of such violation, and shall be liable for any User failure to comply. Customer will be responsible for (i) all uses of Customer’s accounts, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) Users securing the login credentials including administrative access credentials. Customer may not distribute, make available, rent, lease, loan, sell, license or sublicense login credentials to the Platform to any third party.
3. Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms; (ii) modify, translate, or create derivative works based on the Subscription Services; (iii) use the Subscription Services for timesharing or service bureau purposes or other computer service to a third party. For the avoidance of doubt, the Platform and Subscription Services, including all user-visible aspects thereof, are the Confidential Information of Policy Reporter, and Customer will comply with Section VI with respect thereto.
4. Customer shall not: (i) send or store spam or otherwise duplicative or unsolicited messages; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including in violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Subscription Services (including the Platform and its Content); or (v) attempt to gain unauthorized access to the Subscription Services.
ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES
1. Proprietary Rights; No Implied Licenses. Customer acknowledges that any IP Rights including any developments, inventions, or technology developed by Policy Reporter before, during or after the Term, and any Subscription Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by Customer to Policy Reporter (“Customer Feedback”) during the Term are, as between the Parties, owned by Policy Reporter and not Customer. Policy Reporter grants only the rights stated in these Terms and Conditions and Policy Reporter reserves all rights that are not expressly granted.
2. Customer Compliance. Customer shall use, and will ensure that all Users use, the Subscription Services in compliance with these Terms and Conditions. Policy Reporter may suspend Customer’s account and access to the Platform and Subscription Services at any time and without notice if Policy Reporter believes that Customer is in violation of these Terms and Conditions. Although Policy Reporter has no obligation to monitor Customer’s use of a Platform, Policy Reporter may do so and may prohibit any use it believes may be (or alleged to be) in violation of these Terms and Conditions.
TREATMENT OF CONTENT. Customer understands that the Subscription Services include the Content from unrelated and unaffiliated third parties. As between the Parties, Customer assumes all risks associated with the content, accuracy, completeness, consistency, integrity, legality, and reliability of such third-party content and the use of all such third-party by Customer.
1. Rights in Customer Content and Third-Party Content. Policy Reporter may create analyses utilizing, in part, information derived from Customer’s use of the Subscription Services, as set forth below (“Analyses”). Analyses will anonymize and aggregate information and will be treated as Customer Feedback. Analyses may be used for the following purposes:
  1. product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new Policy Reporter products and services,
  2. improving resource allocation and support,
  3. training and developing machine learning algorithms,
  4. improving product performance,
  5. verification of security and data integrity, and
  6. identification of industry trends and developments, creation of indices and anonymous benchmarking.
2. Customer acknowledges that Policy Reporter does not own any intellectual property rights or other rights or licenses in or to the third-party content.
3. Without conveying any right, title or interest, the Parties agree that Policy Reporter may make accurate informational references to Customer’s trade names, trademarks or service marks (collectively, the “Client Marks”) in connection with the Subscription Services, such as by branding Customer’s landing page with its Client Marks, subject to the condition that Policy Reporter shall promptly cease any use of any Client Mark upon (i) termination of these Terms and Conditions; or (ii) receipt of notice from the Customer to discontinue such use.
4. CONTENT DISCLAIMERS.
  1. WHILE POLICY REPORTER ENDEAVORS TO PROVIDE THE MOST ACCURATE AND UP-TO-DATE INFORMATION POSSIBLE, IT DOES NOT WARRANT, REPRESENT, OR IN ANY WAY GUARANTEE THE AVAILABILITY, USE, OR RELIABILITY OF, OR THE RESULTS OF USE OF THE CONTENT, THE SUBSCRIPTION SERVICES, OR OTHER WEBSITES LINKED TO OR FROM THE SUBSCRIPTION SERVICES.
  2. POLICY REPORTER SHALL HAVE NO OBLIGATION TO PREVIEW, VERIFY, FLAG, MODIFY, FILTER OR REMOVE ANY CONTENT (ALTHOUGH POLICY REPORTER MAY DO SO IN AT ITS SOLE DISCRETION), AND POLICY REPORTER SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO REMOVE, OR FOR ANY DELAY IN REMOVING, HARMFUL, INACCURATE, UNLAWFUL OR OTHERWISE OBJECTIONABLE CONTENT.
  3. POLICY REPORTER SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, DESTRUCTION, DAMAGE OR OTHER FAILURE TO STORE ANY CONTENT.
  4. CUSTOMER ACKNOWLEDGES THAT, IN THE EVENT THE RELEVANT THIRD-PARTY PROVIDER OF ANY PARTICULAR THIRD-PARTY CONTENT CEASES TO MAKE THE SAME AVAILABLE FOR IN THE SUBSCRIPTION SERVICES, POLICY REPORTER SHALL HAVE THE RIGHT TO DISCONTINUE THE PROCESSING, ANALYSIS, STORAGE OR PROVISION OF ACCESS TO ANY SUCH THIRD-PARTY CONTENT.
FEES; PAYMENT.
1. Fees Payable. In consideration for the rights granted and the promises made by Policy Reporter under this Terms and Conditions, Customer agrees to pay to Policy Reporter the amounts stated in each mutually executed Order Form at such times as the applicable Order Form requires.
2. Policy Reporter does not offer refunds on any Subscription Service or product, except for circumstances where Policy Reporter is unable to deliver the Subscription Services or product
3. Additional Charges for Late Payments. If Customer fails to make any undisputed payment when due, Policy Reporter will automatically have the right, without prejudice to any other remedies it may have, and without prior notification, to charge an additional fee equal to one percent (1%) of the overdue amount for each full or partial month that the amount remains unpaid. If Policy Reporter elects to charge these additional amounts, Customer agrees to pay the charges in full within thirty (30) days after Policy Reporter issues an invoice.
4. Suspension of Access Rights. In the event that Customer’s account is overdue, Policy Reporter shall have the right in its sole discretion, in addition to its remedies under these Terms and Conditions or pursuant to applicable law, to suspend Customer’s access to all Subscription Services, without further notice to Customer, until Customer has paid the full balance owed.
CONFIDENTIALITY.
1. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of Policy Reporter includes non-public information regarding features, functionality and performance of the Platform and Subscription Services. Confidential Information of Customer includes non-public data provided by Customer to Policy Reporter to enable the provision of access to, and use of, the Subscription Services (“Customer Data”). These Terms and Conditions and any Order Form, including all pricing and related metrics, are Policy Reporter’s Confidential Information. For the avoidance of doubt, no patient health information or other sensitive personal information is intended to be disclosed under these Terms and Conditions.
2. Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.
3. Non-use and Non-disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, these Terms and Conditions.
4. Compelled Disclosure. Notwithstanding Section VI(c), the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part.
5. Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.
REPRESENTATIONS AND WARRANTIES.
1. Mutual Representations. Each Party hereby represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) that the execution and performance of each Party’s respective obligations as set forth in these Terms and Conditions will not conflict with or violate any provision of any law or regulation having applicability to such Party; and (iii) that these Terms and Conditions will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
2. Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THESE TERMS AND CONDITIONS OR A ORDER FORM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SUBSCRIPTION SERVICES AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY POLICY REPORTER ARE PROVIDED “AS IS,” AND POLICY REPORTER DISCLAIMS ANY AND ALL OTHER PROMISES, CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND/OR DATA ACCURACY. POLICY REPORTER DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY POLICY REPORTER WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. NO WARRANTY IS MADE ON THE BASIS OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE.
INDEMNIFICATION.
1. Indemnification of Customer. Policy Reporter agrees to defend Customer against any claim, suit, demand, or action made or brought against Customer by a third party alleging that the Platform or Subscription Services, or Customer’s use or access thereof in accordance with these Terms and Conditions, infringes any US intellectual property rights of such third party, and will indemnify and hold harmless Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against Customer in connection with or in settlement of any such claim, suit, demand, or action.
2. The foregoing obligations do not apply with respect to portions or components of the Platform or Subscription Service (i) not supplied by Policy Reporter, (ii) that are modified by Customer after delivery, or granting of access, by Policy Reporter, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the Subscription Services is not strictly in accordance with this Terms and Conditions.
3. If, due to a claim of infringement, the Platform or Subscription Service is held by a court of competent jurisdiction to be or is believed by Policy Reporter to be infringing, Policy Reporter may, at its option and expense (a) replace or modify the Platform or Subscription Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Platform or Subscription Service, or (c) if neither of the foregoing is commercially practicable, terminate the Order Form and Customer’s rights thereunder and provide Customer a pro rata refund of fees for the months remaining in Customer’s subscription. This Section states Customer’s sole and exclusive remedies for claims of infringement.
4. Customer’s Indemnity Obligations. Customer agrees to defend any claim brought against Policy Reporter by any third party arising from allegations that Customer’s use of the Subscription Services in breach of these Terms and Conditions infringes or misappropriates such third party’s Intellectual Property Rights or other proprietary rights (including rights of privacy and rights of publicity) or violates applicable laws. Customer shall pay all amounts that are finally awarded against Policy Reporter based on any such claims by a court of competent jurisdiction or any amounts that Policy Reporter has agreed to pay in settlement of the relevant third-party claim.
5. Indemnification Procedures. With respect to any claim, demand or action for which an indemnity is provided under this section, the party to be indemnified (the “Indemnified Party”) shall: (i) give prompt written notice to the indemnifying party (the “Indemnifying Party”) of the claim, demand or action for which an indemnity is sought (provided, however, that failure of Indemnified Party to provide such notice will not release the Indemnifying Party from any of its indemnity obligations except to the extent that the Indemnifying Party’s ability to defend such claim is prejudiced thereby), (ii) reasonably cooperate in the defense or settlement of any such claim, demand or action, at the expense of the Indemnifying Party; and (iii) give the Indemnifying Party sole control over the defense or settlement of any such claim; provided, however, the Indemnifying Party shall not enter into any settlement without the Indemnified Party’s express consent that (1) assigns, imparts or imputes fault or responsibility to the Indemnified Party or its affiliates, (2) includes a consent to an injunction or similar relief binding upon the Indemnified Party or its affiliates, (3) fails to contain reasonable confidentiality obligations protecting the confidentiality of the settlement, or (4) provides for relief other than monetary damages that the Indemnifying Party solely bears.
LIMITATIONS OF LIABILITY.
1. WITH THE EXCEPTION OF CUSTOMER’S OBLIGATIONS UNDER SECTION VII (CONFIDENTIALITY) AND SECTION VIII (INDEMNITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF CERTAIN DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS AND CONDITIONS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
2. EXCLUDING CUSTOMER’S OBLIGATION TO PAY FEES WHEN DUE UNDER ANY ORDER FORM AND EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO POLICY REPORTER BY THE CUSTOMER DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
3. THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS TERMS AND CONDITIONS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
TERM AND TERMINATION.
1. Duration of Terms and Conditions. These Terms and Conditions shall remain in effect so long as Customer and Policy Reporter have an active Order Form for Subscription Services.
2. Termination for Breach. Either Party may terminate these Terms and Conditions immediately by providing a notice to the other Party if the notified Party has failed to perform any material obligation and has not fully cured the failure within thirty (30) days after it has been given an initial notice specifying the breach.
3. Termination Upon Bankruptcy or Insolvency. Either Party may also have the right to terminate this Terms and Conditions in the event the other Party (i) becomes insolvent, (ii) becomes subject to a petition in bankruptcy filed by or against it that is not dismissed within thirty days of the filing of such petition, (iii) is placed under the control of a receiver, liquidator or committee of creditors, or (iv) dissolves, ceases to function as a going concern or to conduct its business in the normal course.
4. General consequences of termination. Effective immediately upon termination of these Terms and Conditions: (i) Customer shall cease, and shall direct its Users to cease, use of the Platform and Subscription Services, (ii) all licenses granted under these Terms and Conditions will become void, and (iii) neither Party will have continuing rights to use any Confidential Information of the other Party or to exercise any Intellectual Property Rights having been licensed under these Terms and Conditions. If Customer has payment obligations that have accrued but remain unpaid at the time of termination, Customer will make payment in full within ten (10) days after the termination.
5. Continuing Force of Certain Provisions. Sections III(a), V, VI, VII, VIII, IX, X, and XI(d) shall survive any termination or expiration of these Terms and Conditions. All other rights and obligations shall be of no further force or effect.
MISCELLANEOUS PROVISIONS.
1. Notices. All notices and other communications between the parties which shall or may be given pursuant to this Terms and Conditions shall be deemed to have been sufficiently given when delivered by personal service or sent by registered mail or express courier service, to the parties at their respective addresses set forth on the Order Form or such other address as the receiving party may have given by written notice in accordance with this provision. Notices to Policy Reporter shall be addressed to the attention of the General Manager, and an email copy sent to TC_Legal@mercalis.com (not for notice purposes). Notices to Customer shall be addressed to the attention of the person identified as Customer’s primary point of contact on the Order Form, unless otherwise indicated by written notice in accordance with this provision.
2. Assignment. These Terms and Conditions shall be binding and inure to the benefit of Customer, Policy Reporter and each of their respective successors and assigns. Neither Party shall assign its rights or obligations under this Terms and Conditions without the express, prior written consent of the other Party, and, absent such consent, any attempted assignment or delegation will be null, void and of no effect, except that either Party may assign without the other Party’s consent to a parent, subsidiary or affiliate or to an entity controlling, controlled by or under common control with the Party. A change of control of either Party, whether direct or indirect, due to merger, acquisition or other transaction of similar effect, shall not be considered an assignment under this Section.
3. Governing Law. The laws of the state of North Carolina shall govern these Terms and Conditions, excluding its conflicts of laws provisions. All disputes hereunder shall be brought in the state or federal courts located in Wake County, North Carolina, and the Parties consent to venue and jurisdiction of such courts.
4. Entire Agreement. The Parties agree that the provisions of these Terms and Conditions and any Order Form entered into by the Parties are the entire agreement between them regarding the matters that these Terms and Conditions and any Order Form address. The Parties also agree that any prior agreements about those same matters, whether written or oral, are superseded by these Terms and Conditions, and previous oral agreements about those matters do not have any legally binding force.
5. Independent Contractor. The Parties are and shall be independent contractors to one another, and nothing herein shall be interpreted or construed as creating or establishing the relationship of employer and employee, partners, agent, a joint venture or any other legal relationship.
6. Enforceability. If any term or provision of these Terms and Conditions shall be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Terms and Conditions, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
7. Amendments. These Terms and Conditions or any Order Form may not be amended, except in writing signed by a duly authorized representative of each Party.
8. Waivers. No failure by any Party to insist upon strict compliance with any term of these Terms and Conditions, to enforce any right, or to seek any remedy upon any default of the other Party shall affect, or constitute a waiver of, the first Party’s right to insist upon strict compliance, to exercise that option, to enforce that right, or to seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provision of this Terms and Conditions shall affect, or constitute a waiver of, that Party’s right to demand strict compliance with all provisions of these Terms and Conditions.

Effective August 12, 2024