These Material Purchase and Recycling Services Terms (“MPRSTs”) by and between PedalPoint EVTERRA Recycling, LLC., a Delaware limited liability company, having offices at 251 Falls Dr., Wilmington, DE 19808, for the benefit of itself and its subsidiaries and affiliates (“PEDALPOINT”) and the client identified in the “Client” box above having offices at the address found in the “Client” box above (“Client”) are entered into on the earlier of (i) the effective date of the applicable purchase order to these MPRSTs (as confirmed by signature or acknowledgment from the Client if required by the circumstances of the applicable purchase order) and (ii) the date of any shipment by Client to PEDALPOINT or its designee of any Material (as defined below) that is referenced in the applicable purchase order (“Effective Date”). PEDALPOINT and Client may individually be referred to herein as a “Party” or collectively as the “Parties.” These MPRSTs, together with any individual purchase order incorporating these MPRSTs shall collectively be referred to as an “Agreement.”  Each Agreement will apply to all Services performed by PEDALPOINT for Client as described below.

Any PEDALPOINT rights not expressly granted herein are reserved by PEDALPOINT. In consideration of the mutual covenants set forth in these MPRSTs and the applicable purchase order and for other good and valuable consideration, PEDALPOINT and Client agree as follows:

Description of Services. PEDALPOINT will periodically perform certain refurbishment, recycling, and/or data sanitization and/or destruction services and/or purchase the Client’s Material for refurbishment and/or recycling (together, “Services”) pursuant to and solely in accordance with the written applicable purchase order mutually agreed upon by Client and PEDALPOINT and that incorporates these MPRSTs. For clarification, each purchase order is subject to prior acceptance by, and in the discretion of, PEDALPOINT.

Payment and Billings. PEDALPOINT and Client agree to the fees, payments and terms (including prepayments, if any) set forth in the applicable purchase order. Such fees, payments and terms (including prepayment, if any) may be modified upon prompt notice by PEDALPOINT to account for (i) any increase in or to recoup all or any portion of, disposal, fuel, or environmental compliance costs; (ii) any change in the scope or quantity of the Materials and/or Services previously agreed to in the applicable purchase order, (iii) any change in the composition or commodity value of the Materials and/or waste; and (iv) increased costs due to uncontrollable circumstances (including without limitation, changes in local, state or federal laws or regulations, imposition of taxes, fees or surcharges, municipal franchise fee increases and acts of God such as floods, fires, etc.). Except as otherwise specified in a purchase order, all invoices, whether from PEDALPOINT or Client, are payable by the relevant Party upon “NET 30” terms from the date of such Party’s receipt of a duly submitted invoice. Following PEDALPOINT’s receipt of any Material shipped by Client, PEDALPOINT shall determine the value of such Material in accordance with the applicable purchase order and shall provide written notice to Client of such value (the “Settlement Amount”). If within seven (7) days following receipt of such notice, Client does not dispute the amount of such value, Client shall be deemed to have accepted PEDALPOINT’s determination of such value and may invoice PEDALPOINTfor the amount of such value.

If under an applicable purchase order PEDALPOINT elects in its sole discretion to prepay for any Material to be shipped to PEDALPOINT under such purchase order, PEDALPOINT will specify on such purchase order the amount to be prepaid for such Material (the “Prepayment”).  Upon receipt of the Prepayment, Client shall ship such Material to be received at PEDALPOINT’s designated facility within five (5) business days from the date on which the Prepayment is made. If  such Material is not received at PEDALPOINT’s designated facility within five (5) business days from the date on which the Prepayment was made, Client shall immediately reimburse PEDALPOINT for the full amount of the Prepayment.  Any such or other amounts owed or outstanding by or from Client shall be subject to deduction or offset by PEDALPOINT including in accordance with the previous paragraph. PEDALPOINT makes no guarantee of any prepayments (in any amount) and reserves the right to suspend or terminate any prepayment program with the Client at any time in PEDALPOINT’s sole discretion.

Risk of Loss: Unless otherwise specified herein, risk of loss shall pass from Client to PEDALPOINT according to the rules set out in International Chamber of Commerce publication “INCOTERMS 2010” (or its successor Incoterms 2020) for the type of Incoterms shipment specified in the applicable purchase order.

Standards of Performance. PEDALPOINT will perform the Services in a professional manner, maintaining a standard of care, skill and diligence in the performance of the Services typically exercised and observed by qualified persons engaged in the provision of services similar to the Services. PEDALPOINTmay act in reliance upon any instruction, instrument or signature reasonably believed by PEDALPOINT to be genuine and may assume that any of Client’s employees or any employee of Client’s affiliates or subsidiaries giving any written notice, request or instruction has the authority to do so on behalf of Client.

Non-Exclusive Agreement.  Client acknowledges that PEDALPOINT provides services similar to the Services to other clients.

Suspension of the Services.  PEDALPOINT may suspend Client’s use of the Services promptly upon notice to Client if PEDALPOINT in good faith determines Client’s use of the Services or any of Client’s Material (a) poses a security risk to PEDALPOINT, the Services or any third party, (b) could adversely impact PEDALPOINT’s systems or the Services, (c) could subject PEDALPOINT, its affiliates, or any third party to liability or cause any of them to violate any law, or (d) is or risks being in breach of Client’s Anti-Corruption Laws warranty.  If PEDALPOINT suspends Client’s right to use the Services, Client remains responsible for all fees and charges it incurs during the period of suspension that PEDALPOINT bills to Client.

Term and Termination. The term of each Agreement shall begin on the Effective Date and expire at 11:59:59pm Eastern Time on the day that is six (6) months after the “Valid Through” date on the applicable purchase order. Without limiting any right or remedies, either Party may terminate an Agreement (i) immediately if the other Party becomes insolvent or becomes the subject of a bankruptcy petition or a receiver or trustee is appointed for the majority of its assets; (ii) the other Party breaches an Agreement and, following thirty (30) day’s written notice, fails to cure such breach (in the event the breach is reasonably capable of cure); or (iii) for any or no reason upon no less than sixty (60) days written notice to the other Party.  After any such termination or expiration, any provision in an Agreement that expressly or by its nature contemplates performance or observance after termination will survive and continue in full force and effect, including, but not limited to, the provisions allowing PEDALPOINT to suspend or terminate the prepayment program, protecting confidential information or other data, requiring indemnification and setting forth limitations of liability, and no rights of either Party that had accrued prior to termination or expiration shall be affected.

Independent Contractors. The Parties to each Agreement are independent contractors. Neither Party is an agent, representative or employee of the other Party. Neither Party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise bind the other Party except as specifically provided herein, or in an applicable  purchase order. No Agreement will be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or impose any liability attributable to such a relationship. Neither Party will make any statement that reasonably would contradict anything in this Section.

Indemnification; Warranties.

PEDALPOINT agrees to indemnify and hold harmless Client and its officers, directors, employees, agents, representatives, subsidiaries and affiliates (such persons in respect of a Party, their “Associated Persons”) from any proven damages for tangible property damage or bodily injury (including attorney fees) asserted against Client that are solely and proximately caused by PEDALPOINT’s negligence or willful misconduct in its performance of the Services. This indemnification obligation shall terminate upon PEDALPOINT’s completion of the Services.

Client agrees to indemnify and hold harmless PEDALPOINT and its Associated Persons from any and all liabilities, penalties, fines, forfeitures, fees, demands, claims, causes of action, suits, charges, damages, judgment and costs and expenses incidental thereto, including attorney fees, which any or all of them may hereafter suffer, incur, or be responsible for (collectively, “Claims”) arising out of or resulting from Client’s acts or omissions under or in connection with each Agreement or any breach of its obligations or representation or warranties under each Agreement or its respective purchase order.

Client represents and warrants to PEDALPOINT that it has full and complete title and ownership of all of the materials (including any and all equipment and/or data the Client provides PEDALPOINT in connection with such materials) described or referenced in any purchase order (“Materials”), it has the right and authority to sell, convey, and transfer said Materials to PEDALPOINT, and such Material is not subject to liens, security interests, foreclosures, or other encumbrances other than those disclosed in advance with sufficient specificity in writing to PEDALPOINT in the applicable purchase order accepted by PEDALPOINT. Client shall reimburse PEDALPOINT for any expenses incurred by PEDALPOINT (including attorneys’ fees) by reason of PEDALPOINT complying with its obligations under each Agreement and/or applicable law to destroy or delete such Materials or data in the event of a dispute concerning such destruction or deletion by PEDALPOINT. Title to the Materials shall transfer to PEDALPOINT only after (i) the Material is delivered to PEDALPOINT’s or its affiliate’s facility and (ii) PEDALPOINT can confirm the Materials confirms to the description(s) in the purchase order and does not contain any Non-Conforming Waste as described below.

Unless the parties expressly agree in writing that PEDALPOINT will process “Hazardous Waste” in the applicable purchase order, Client represents and warrants to PEDALPOINT at all relevant times that (i) the Material, is “Universal Waste” and does not constitute a “Hazardous Waste” as such terms are defined by the Environmental Protection Agency of the United States, (ii) the Material shall be packaged and delivered in a manner to prevent releases into the environment, including in violation of environmental or health and safety laws, and (iii) the removal of the Material by PEDALPOINT will not constitute a violation of any federal, state, or local environmental laws or regulations.

Client warrants and represents to PEDALPOINT it has provided a true and correct description of the Material as identified on the applicable purchase order with no modifications. If the Material does not conform to the descriptions in an Agreement (such non-conforming Material, “Non-Conforming Waste”), PEDALPOINT may, at its option, return such Non-Conforming Waste to the Client or require Client to remove and dispose of the Non-Conforming Waste at Client’s expense and reimburse PEDALPOINT for any expenses PEDALPOINT has incurred (including shipment back to any Client facilities). Client agrees to indemnify, hold harmless and defend PEDALPOINT and its officers, directors, employees, agents, representatives, subsidiaries and affiliates from and against any and all Claims as a result of the Client’s tender or delivery of Non-Conforming Waste.

PEDALPOINT warrants to Client that, only for the Material for which PEDALPOINT takes legal title, the Services will be performed in accordance with the terms of the applicable purchase order. At the conclusion of the Services and full payment therefor, at Client’s request, PEDALPOINT shall execute and deliver to Client a “Certificate of Destruction” and/or “Certificate of Recycling.”

Anti-Bribery and Corruption. Client represents and warrants that it is fully aware of and will at all times comply with, and in the performance of its obligations to PEDALPOINT will not take any action or omit to take any action that would cause either Client or PEDALPOINT to be in violation of, (i) the U.S. Foreign Corrupt Practices Act, (ii) the Anti-Bribery Act, 2010 in the United Kingdom, (iii) any other applicable anti-corruption laws, or (iv) any regulations promulgated under any such laws (collectively, the “Anti-Corruption Laws”).  Client represents and warrants that it is not a government official, political party, state-owned enterprise, or a public international organization such as the United Nations, or a representative of any such person (each, an “Official”).  Client further represents and warrants at all times that, to its knowledge, neither it nor any of the employees, contractors or agents of Client has offered, promised, made or authorized to be made, or provided any contribution, thing of value, gift, or any other type of payment to, or for the private use of, directly or indirectly, any Official for the purpose of influencing or inducing any act or decision of an Official to secure an improper advantage in connection with, or in any way relating to, (i) any government authorization or approval involving PEDALPOINT, or (ii) the obtaining or retention of business by PEDALPOINT (a “Payment”).  Client further represents and warrants that it will not in the future offer, promise, make or authorize to be made, or provide any Payment and that it will take any and all lawful and necessary actions to ensure that no Payment is promised, made or provided in the future by PEDALPOINT or any of its employees, contractors or agents.  Any violation of this Section will be deemed a material breach of the applicable Agreement. In the event of any breach of the representations and warranties in this Section, the purchase order shall be void and invalid from the outset without the requirement of any written notice of termination, and the agreed upon compensation shall not apply. Client shall release, defend, indemnify and hold PEDALPOINT and its Associated Persons harmless from and against any and all Claims arising from any non-compliance with Anti-Corruption Laws resulting from Client or its Associated Persons’ acts or omissions, and/or related to the breach of the representations and warranties and/or the termination of each Agreement or the applicable purchase order. Notwithstanding the termination or validity expiry of each Agreement and/or the applicable purchase order, this Section shall survive such termination or expiration to the maximum extent allowed by applicable law.

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE CONCERNING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN WRITING ANY AGREEMENT WILL BE BINDING ON EITHER PARTY AS A WARRANTY.

The provisions of this Section on indemnification and warranties shall survive the termination or expiration of each Agreement.

Limitation of Liability. IN NO CASE SHALL PEDALPOINT’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH EACH AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED IN THE AGGREGATE THE AMOUNTS REQUIRED TO BE PAID UNDER THE APPLICABLE PURCHASE ORDER. EXCEPT AS TO ANY INDEMNITIES SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (i) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF OPPORTUNITIES, LOSS OF DATA, OR LOSS OF USE DAMAGES, ARISING OUT OF EACH AGREEMENT OR ANY PURCHASE ORDER, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) DAMAGES RELATING TO ANY CLAIM THAT AROSE MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF SUIT THEREON.

Confidential Information.

If the Parties have a mutual Non-Disclosure Agreement (“NDA”) executed by the Parties and in effect during the term of any Agreement, then both the Client and PEDALPOINT hereby agree that such NDA is hereby incorporated by reference into such Agreement.

In the event the Parties do not have an executed NDA then in effect during the term of an Agreement, the Parties agree as follows:

The Parties shall keep and maintain confidential all business and technical information made available, directly or indirectly, to the other Party (“Confidential Information”) of a Party.  Information will be deemed Confidential Information of a Party, whether disclosed in written, electronic, oral, visual or other form, if at the time of disclosure the receiving Party is informed it is, or should reasonably understand it to be, proprietary or confidential, or it is marked or designated as “confidential” or with similar language.  In addition, PEDALPOINT’s Confidential Information includes without limitation information regarding its (i) business plans, strategies, forecasts, projects and analyses, (ii) finances and pricing structures, (iii) business processes, methods and models, (iv) employees, customers and suppliers (including information of third parties that PEDALPOINT or any of its affiliates is obligated to maintain in confidence), (v) hardware and system designs, architectures, structure and protocols, (vi) product and service formulae and specifications, and (vii) manufacturing, purchasing, logistics, sales and marketing activities.

The disclosure of any Confidential Information will be on a need-to-know basis in executing each Agreement. Each Party hereby acknowledges and agrees that, as between the Parties, the Confidential Information, and all intellectual property rights arising from or related to the Confidential Information, is the sole and exclusive property of the disclosing Party and that no right or license, implied or otherwise, is granted to the receiving Party with respect to any of the disclosing Party’s Confidential Information.  Each Party agrees to maintain all of the disclosing Party’s Confidential Information free from any legal or equitable claim of title or encumbrance by it or any third party.  Each Party will be responsible and liable for any breach of the confidentiality and non-use requirements hereunder by any Associated Person of the Party.

Except with respect to Confidential Information, if any, licensed under written agreement, to the receiving Party, the receiving Party will return or destroy all tangible or electronic copies of any of the disclosing Party’s Confidential Information promptly upon the disclosing Party’s request, provided, that the receiving Party may retain a reasonable number of copies of the other Party’s Confidential Information for archival purposes. Any Confidential Information so retained shall continue to be subject to the confidentiality and non-use obligations hereunder for as long as it is retained notwithstanding termination of any Agreement.

Without affecting Client’s obligations and, to the extent Client is responsible for the removal of Personal Information from the Material as designated in the applicable purchase order, PEDALPOINT’s disclaimer in connection with Personal Information described below, the Parties agree to defend, indemnify and hold each other harmless from and against all claims arising from a breach of this confidentiality obligation by the respective Party and/or its representatives, which shall survive five (5) years after the expiry and/or termination of the applicable Agreement.

Personal Information. If the applicable purchase order designates Client as the appropriate Party to remove any Personal Information from the Material, Client warrants that it has and will have removed any and all “Personal Information” (as hereinafter defined) from the Material prior to delivering such Material to PEDALPOINT. If the purchase order does not designate Client as the responsible Party, the purchase order will in any event clearly indicate the extent to which Personal Information is relevant to the Services.  “Personal Information” means any information (without regard to the medium on which such information may be recorded, whether written, visual, audio, graphic, computerized or otherwise) that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an individual or as other like terms are defined under Applicable Data Protection Laws, such as personal data and personally identifiable information. “Applicable Data Protection Laws” means all applicable data privacy and security laws, legislation, regulations and regulatory guidance, each as updated or replaced from time to time including, without limitation, the consumer privacy requirements and protections under the Graham Leach Bliley Act.   TO THE EXTENT THE APPLICABLE PURCHASE ORDER DESIGNATES CLIENT AS THE APPROPRIATE PARTY TO REMOVE ANY PERSONAL INFORMATION FROM THE MATERIALS, PEDALPOINT SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO CLIENT OR TO ANY CONSUMER FOR ANY CLAIM OF BREACH OF PERSONAL INFORMATION THAT MAY BE ON THE EQUIPMENT SHIPPED TO PEDALPOINT. Client agrees to indemnify, hold harmless and defend PEDALPOINT and its Associated Persons from and against any and all Claims which any or all of them may hereafter suffer, incur be responsible for or pay out for any breach of any Personal Information of Client from Material to the extent from which Client was responsible for removing any Personal Information.

Insurance. During the term of each Agreement, PEDALPOINT at its own expense, shall carry: (i) workers’ compensation insurance as required by applicable state law, (ii) employer’s liability insurance in the amount of not less than $1,000,000; and (iii) general liability insurance in the amount of not less than $2,000,000. Upon written request, PEDALPOINT shall provide Client with access to its certificate(s) of insurance evidencing compliance with the foregoing requirements. PEDALPOINT reserves the right to request Client to confirm that Client has general liability insurance in form and substance reasonably acceptable to PEDALPOINT in connection with protecting against damage, injury or loss arising from the Material and/or Client indemnification obligations hereunder.

If the relevant Incoterm specified in the applicable purchase order required one Party to insure the metal as part of the price, such Party shall procure and pay for an insurance policy in respect of the metal. Insurance policy shall provide full cover to the full value of the metal plus 10% in the payment currency, provide cover against all risks or direct physical loss or damage from any external cause, be placed with an underwriter with a S&P rating of BBB or higher or equivalent, and be in accordance with the current Institute Cargo Clauses A (all risks).

Late Payment:  PEDALPOINT reserves the right to charge interest at 1.5% per calendar month in the case of late of deferred payments for the Services or other amounts due PEDALPOINT hereunder. PEDALPOINT shall also pass on to Client any cost or charges such as but not limited to storage charges or demurrage charges, that may result from a late payment.

Import/Export License/s: Responsibility is with Client to ensure the Client has a valid import license, and/or any documents needed to legally import the goods covered by this contract into the country of destination (if applicable). All costs and consequences involved due to lack of a valid import license are for Client’s account. Import taxes, tariffs, duties, levies at destination on goods/freight (if any) to be for Client’s account.

Claims: In the event thatPEDALPOINT provides notice to Client that the end consumer has notified PEDALPOINT of a quality or weight discrepancy for Materials processed by PEDALPOINT, PEDALPOINT will issue a claim to Client for the value loss with supporting evidence (which may include photos, analysis, weights, etc.). If Client disagrees with said claim, they may refuse in writing (each, a “Refusal”) within 5 days from receipt of the claim by PEDALPOINT . If a Refusal has been lodged by Client within this timeframe, then Client has the right to request inspection, sampling and assaying of the Material in question, in accordance with terms and conditions applicable for the commodity involved. Such operation shall be carried out by a mutually acceptable and internationally recognized supervision company. Findings established by such procedure shall be binding as final for both Parties for determination of the actual quality/weight of the Material delivered. Costs thereof shall be borne by the losing Party. The request for inspection, sampling and assaying of the Material in question must be made within 5 days after notification of the claim by PEDALPOINT or else end consumer may already have put such Material in use. Provided that Client has requested an inspection of the Material within the notification period, then Material for which end consumer intends to lodge a quality/weight claim must be kept intact, unused and stored under cover until such a time as the inspection, sampling and assaying procedures mentioned above have been completed.

Radioactivity Clause: Irrespective of all contrary clauses, and in the case that PEDALPOINT are the “Buyers” under the applicable Agreement, Client represents and warrants that all Materials covered under such Agreement are free from any nuclear contaminations and free from any ionizing radiation, which exceeds the natural proper radiation of the Materials. The Materials which would not correspond to this representation and warranty shall be taken back by Client at its own cost. Client agrees to indemnify, hold harmless and defend PEDALPOINT and its Associated Persons from and against any and Claims which any or all of them may hereafter suffer, incur be responsible for or pay out for any damages cause by radioactive contaminated Materials including but not limited to disposal costs.

Miscellaneous.

Interpretation.  Each Party acknowledges that each Agreement should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of such Agreement.  The headings in each Agreement are for convenience of reference only.  They are not to affect the interpretation of such Agreement.

Assignment. Client may not assign any Agreement without the prior written approval of PEDALPOINT.

Waiver. Failure to insist on performance of any provision of each Agreement or to exercise any right or privilege or waiver of any breach will not thereafter waive any other terms, conditions or privileges, whether of the same or similar type.

Arbitration. At the written request of either Party, any controversy, dispute or claim arising out of or relating to each Agreement, or any breach hereof shall be finally settled by arbitration by a single arbitrator in the greater New York, NY metropolitan area pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association. The award made in such arbitration shall be entered in any court having jurisdiction thereof solely for the purpose of applying for an order confirming, modifying, correcting or vacating the award, the Parties hereby submit to the personal jurisdiction of the state and federal courts for New York County, New York and the Southern District of New York. The arbitrator shall have no power to alter, amend, revoke or suspend any of the provisions of any Agreement. Except to the extent required by law, no party, arbitrator, representative, counsel or witness shall disclose or confirm to any person not present at the arbitration hearings any information about the hearings, including the names of the parties and arbitrators, the nature and amount of the claims, the financial condition of any party, the expected date of hearing or the award made.

Injunctive Relief.  Each Party acknowledges that the other Party will be irreparably harmed if the first Party breaches (or attempts or threatens to breach) its obligations with respect to Confidential Information, Personal Information, or intellectual property.  If a court of competent jurisdiction finds that the breaching Party has breached (or attempted or threatens to breach) any of those obligations, the breaching Party agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).

Severability. If any provision of an Agreement is held by any court of competent jurisdiction to be unreasonable, arbitrary, against public policy or otherwise invalid or unenforceable, then such provision will be considered divisible so that the court may reduce the scope thereof or otherwise amend or reform the provision in order to make it reasonable, not arbitrary, not against public policy, valid and enforceable. Such reformation will apply only with respect to the operation of such Agreement in the particular jurisdiction in which such adjudication is made.

Limitations on Ability to Perform. Neither Party shall be liable for any delay or failure to perform hereunder, except for Client’s obligation to pay for Services, which is due to causes beyond the reasonable control of such Party.

Counterparts; Signatures. If an Agreement is not agreed to through constructive performance by Client, such Agreement may be executed in one or more counterparts, each of which shall constitute an original but all together of which shall constitute but a single document.  Electronic or PDF signatures shall be as valid as originals.

Entire Agreement; Modification; Waiver. Each Agreement constitutes the entire and final agreement between the Parties and supersedes any prior agreement or understanding with respect to its subject matter. Any modification of an Agreement or waiver of its terms must be in writing and signed by the Party to be bound.

Exhibits. Any exhibits referred to in each Agreement are a part of the applicable purchase order as if fully set forth in such Agreement.

Third Party Beneficiaries.  No third party will be deemed to be an intended or unintended third party beneficiary of any Agreement.