ZENTARIAS TECHNOLOGIES LLC

1.1 Scope and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you — whether acting as a Customer, Administrator, and/or End User (each as defined herein) — and Zentarias Technologies LLC and its subsidiaries (referred to as "Zentarias," "we," "our," or "us") (individually a "Party" and collectively the "Parties"). Unless otherwise agreed upon in a separate signed written instrument, these Terms govern your access to and use of all Zentarias services, including the Zentarias Application Marketplace (as defined herein), any software, hardware, mobile applications, tools, features, and all other products and services made available through our website at www.zentarias.com ("Site") or otherwise offered by us (collectively, "Services").

1.2 Binding Agreement

You accept and agree to be bound by these Terms and any applicable Additional Terms incorporated herein by reference when you: (a) execute an Order Form or other agreement that references these Terms; (b) purchase, subscribe to, or activate the Services; (c) affirmatively click to accept these Terms; or (d) otherwise access or use the Services through Zentarias or an authorized reseller, whichever occurs earliest. If you are accessing or using the Services on behalf of an organization — such as your employer — you are entering into these Terms on that organization's behalf.

1.3 Authority of Customer Representatives

If you are accepting these Terms on behalf of your employer or another legal entity ("Customer"), you represent and warrant that: (a) you possess the legal authority to bind the applicable entity to these Terms and are at least 18 years of age; and (b) you agree to these Terms on behalf of the entity you represent. If you lack the authority to legally bind your employer or the represented entity, you must not accept these Terms, execute any Order Form, or access or use the Services in any capacity.

1.4 End User Acknowledgment

If you are accessing the Services as an End User, you confirm that you have the legal capacity to agree to these Terms and are at least 18 years of age. You further acknowledge and agree that Zentarias, the Customer, and any designated Administrator may access, disclose, restrict, or remove information in or from an End User account, and that Administrators may monitor, limit, or terminate access to End User accounts. The Zentarias Services are offered exclusively as a business-to-business solution.

1.5 Agreement to Arbitrate — Notice

FOR CUSTOMERS AND END USERS RESIDING IN THE UNITED STATES: PLEASE REVIEW SECTION 12 OF THESE TERMS CAREFULLY. IT CONTAINS A BINDING AGREEMENT TO ARBITRATE DISPUTES AND A WAIVER OF CLASS ACTION RIGHTS. IN MOST CASES, IT REQUIRES DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN THROUGH COURT PROCEEDINGS. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT AND THE CLASS ACTION WAIVER SET FORTH IN SECTION 12.

2.1 Provision and Use of Services

Customers and End Users may access and use the Services solely in accordance with these Terms, the applicable Documentation, and all applicable laws and regulations. Use of the Services and any associated hardware must at all times comply with these Terms. Customer agrees that its decision to enter into these Terms and any Order Form has not been made in reliance upon the future availability of any feature, functionality, or product not currently offered. Zentarias agrees to deliver the Services to Customer in accordance with these Terms, the applicable Order Form(s), and the relevant Documentation.

2.2 Customer Support

If you require assistance with the Services, please contact our support team by emailing soporte@zentarias.com or by calling us at the number published on our Site. Our support hours and response time commitments are described in the applicable Service Level Agreement.

2.3 Telephone and Electronic Communications

By providing any telephone number to Zentarias, Customer consents to being contacted by Zentarias, our affiliates, or authorized partners for account notifications, technical troubleshooting, service updates, dispute resolution, collections matters, or any purpose necessary to service Customer's account or enforce these Terms. We may also contact you for marketing and promotional purposes. To opt out of marketing communications, please use the unsubscribe mechanism provided in our communications or contact us at legal@zentarias.com.

3.1 Customer Responsibilities

Customer is fully responsible for all use of the Services made through its account, including use by End Users and Administrators. Customer is solely responsible for: (a) obtaining all necessary consents, approvals, and authorizations from employees and third parties required for Zentarias to collect and process Customer Data; and (b) ensuring compliance with all laws applicable to the operation of the Services. Customer is also solely responsible for all costs associated with its own software, network, and internet connectivity required to access and use the Services. Zentarias is not responsible for third-party connectivity services or their associated costs.

3.2 Compliance with Applicable Laws and Regulations

Each Party assumes independent responsibility for compliance with all laws and regulations applicable to its respective activities under these Terms, including without limitation any laws governing audio or video recording. Customer is solely responsible for verifying the accuracy and regulatory suitability of any reports prior to submission to any governmental authority.

3.3 End User Accounts

Customer may create accounts for End Users to access the Services. Customer is solely responsible for maintaining the confidentiality of all account credentials and for preventing unauthorized access to or use of the Services. Account sharing among End Users is not permitted.

3.4 Account Administration

Customer is responsible for assigning and managing Administrators for its Services accounts. Administrators may be authorized to: (a) access, disclose, restrict, or remove Customer Data; and (b) monitor, restrict, or terminate access to Customer accounts.

3.6 Restrictions

Customer shall not, and shall not permit End Users or any third party to: (a) reverse engineer, decompile, or otherwise attempt to derive the source code of the Services; (b) create modifications or derivative works based on the Services; (c) sell, resell, sublicense, rent, lease, or otherwise transfer access to the Services to any third party for commercial gain; (d) remove or obscure any proprietary notices; (e) use the Services to develop a competing product or service; (f) conduct vulnerability or penetration testing without prior written authorization from Zentarias; (g) disclose any Zentarias API Key to unauthorized parties; or (h) permit any person under the age of 18 to become an End User.

3.7 Suspension of Services

Zentarias reserves the right to suspend Customer's or an End User's access to the Services if: (a) the use of the Services poses a material security risk; (b) continued use could expose Zentarias to legal liability; (c) Customer violates any applicable law, regulation, or these Terms; (d) Customer fails to timely remit payment; or (e) a billing dispute default occurs. Zentarias will use commercially reasonable efforts to provide prior notice and will restore Services promptly once the underlying circumstances are resolved.

3.8 Third-Party Integrations

Customer may authorize third-party products or services ("Non-Zentarias Products") to access or interact with Customer Data or Services outputs. Customer is solely responsible for evaluating, licensing, and paying for any Non-Zentarias Products and assumes all risks associated with their use.

3.9 API Access

Customer may request an API key for internal or authorized third-party use by contacting soporte@zentarias.com. Customer is solely responsible for all use of its API key. API keys must not be shared with unauthorized parties.

3.5 Acceptable Use Policy

You agree not to — and not to permit or encourage any third party to — misuse or attempt to misuse the Services, including by:

• Interfering with, testing vulnerabilities of, tampering with, or disrupting any component of the Services
• Uploading or distributing malware, viruses, worms, corrupted files, or other harmful or destructive content
• Using automated tools such as bots, scrapers, or spiders to access or collect data from the Services
• Accessing without authorization computers, accounts, equipment, or networks belonging to any third party
• Accessing the Services in any unauthorized manner or attempting to bypass Zentarias security controls
• Submitting or transmitting misleading, inaccurate, or fraudulent data or information
• Using Zentarias's name, trademarks, logos, or branding features without Zentarias's prior express written consent
• Infringing the intellectual property rights, rights of publicity, or privacy rights of any third party
• Uploading content that promotes violence, hatred, or bigotry against any protected group
• Transmitting or displaying pornographic, obscene, or unlawful content
• Altering, modifying, tampering with, or damaging any hardware device provided by Zentarias
• Using hardware outside of its intended business purpose or with unauthorized third-party accessories
• Violating any applicable law or regulation in connection with your use of the Services

4.1 Zentarias Proprietary Rights

Except for the limited licenses expressly granted to Customer under these Terms, Zentarias and its licensors retain and reserve all right, title, and interest in and to the Zentarias Technology, including all text, graphics, images, audio, video, software, documentation, data compilations, and other content or materials made available through the Services.

4.2 License Granted to Customer

Subject to Customer's ongoing compliance with these Terms, Zentarias grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Software for Customer's internal business purposes during the applicable Services Term.

4.3 Customer Data Ownership and License to Zentarias

As between Zentarias and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer grants Zentarias a worldwide, irrevocable, perpetual, non-exclusive right to access, use, copy, process, analyze, display, and create derivative works based on Customer Data solely for the purposes of delivering, supporting, operating, and improving the Services. For the avoidance of doubt, Zentarias does not sell Customer Data to third parties or share it in any manner not described in these Terms.

4.4 Zentarias Analytics Data

Zentarias may independently collect and analyze data derived from Customer's use of the Services ("Zentarias Analytics Data") to improve the Services and produce industry reports. Any disclosed Zentarias Analytics Data will be anonymized and/or aggregated and will not identify Customer or any individual. Zentarias retains all right, title, and interest in Zentarias Analytics Data.

4.5 Feedback

By submitting any feedback, suggestions, or ideas regarding the Services, Customer assigns to Zentarias all rights in such submissions, and Zentarias may use them for any purpose without restriction or compensation.

4.6 Publicity Rights

Customer agrees that Zentarias may reference Customer's name and logo in Zentarias's marketing materials, website, and investor communications. Customer may revoke this authorization at any time by sending written notice to legal@zentarias.com.

5.1 Security Safeguards

Zentarias has implemented and agrees to maintain commercially reasonable administrative, physical, technical, and organizational safeguards designed to protect the integrity, confidentiality, and security of Customer Data. To the extent required by applicable law, the handling of personally identifiable information within Customer Data is governed by the Data Protection Addendum.

5.2 Data Transmission Between Users

The Services enable Customer, Administrators, and End Users to transmit and receive Customer Data among themselves. When a user connects with another authorized party through the Services, that user consents to the continuous and automatic sharing of their Customer Data with the designated recipient. Zentarias is not responsible for any acts or omissions of users in connection with Customer Data shared between them.

5.3 International Data Transfers

The Parties acknowledge that Customer Data may be transferred to and processed on servers located in jurisdictions other than Customer's own. If Customer or its End Users are located outside the United States and choose to provide Customer Data to Zentarias, the Parties agree to employ legally recognized transfer mechanisms as required by applicable law, as further described in the Data Protection Addendum.

6.1 General Hardware Terms

Shipment: Hardware that is in stock will be dispatched within two (2) weeks of Order Form execution to the address provided by Customer, unless a specific shipment date is stated in the Order Form.

Installation: Unless otherwise agreed, Customer is solely responsible for installing all Hardware in accordance with Zentarias\'s written instructions. If Zentarias or an authorized contractor performs the installation, such services are governed by the applicable Professional Services Terms.

Battery Impact: Hardware draws a small amount of power from the vehicle\'s power supply, which may impact the vehicle battery during periods of inactivity. Zentarias is not liable for any effects resulting from this power draw.

Compatibility: Customer is solely responsible for verifying that the Services and Hardware are compatible with Customer\'s vehicles. Zentarias is not responsible for compatibility issues or any resulting costs, expenses, or damages.

6.2 Additional Terms for Specific Features

Google Maps Integration: Use of Google Maps features is subject to the then-current Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy.

Facial Recognition / Identity Matching (if enabled): Customer assumes sole responsibility for obtaining signed written consent from all individuals whose image or biometric identifiers may be captured. If enabled, the applicable Biometric Services Addendum applies.

Emergency Response Feature (if enabled): Zentarias cannot guarantee detection of every life-threatening event and will never independently contact emergency services on Customer\'s behalf. Customer is solely responsible for notifying End Users that vehicle and event data may be shared with emergency services.

Live Video Streaming (if included): A monthly allotment applies per dashcam unit; unused allotment does not roll over. Customer is solely responsible for obtaining legally required consents for streaming.

Apple Platform Applications: These Terms are between Customer and Zentarias only; Apple bears no responsibility for the applications. Apple and its subsidiaries are third-party beneficiaries of this subsection.

6.3 Financed Equipment

If Customer is acquiring Services through a third-party financing entity ("Lender"), Customer acknowledges that the Lender is pre-paying for the Services on Customer\'s behalf, and that such prepayment is final and non-refundable by Zentarias. Zentarias is not a party to any agreement between Customer and the Lender.

7.1 Fees and Currency

Customer agrees to pay Zentarias all undisputed fees for the Services as set forth in the applicable Order Form. Unless otherwise indicated in the Order Form or invoice, all payments are due and payable in U.S. dollars. All fees are non-refundable except as expressly provided in these Terms.

7.2 Invoicing and Payment Terms

Unless the applicable Order Form specifies otherwise, all fees will be invoiced or billed in advance. All invoices not disputed in accordance with Section 7.6 are due and payable per the payment terms in the Order Form, or within thirty (30) days from the invoice date if no terms are specified.

7.3 Credit Card Payments

If Customer provides credit card information, Customer authorizes Zentarias to charge the card for all Services in the applicable Order Form, including renewals and applicable fees. A credit card processing fee of up to 2.99% will be applied to all credit card transactions; this fee does not apply to ACH or debit card payments.

7.4 Taxes

Customer is solely responsible for all taxes, duties, tariffs, levies, and other governmental assessments associated with the purchase of Zentarias Services, excluding taxes on Zentarias's own net income. Zentarias will include applicable taxes on Customer's invoice where required.

7.5 Late Payments

Undisputed past-due amounts are subject to a finance charge equal to the lesser of: (1) the highest rate permitted by the laws of Customer's jurisdiction, or (2) if no maximum applies, the higher of 15% per annum or a $10 minimum late fee. Persistent non-payment may result in suspension of Services and initiation of termination proceedings.

7.6 Billing Disputes

If Customer disputes any invoice or charge, Customer must notify Zentarias in writing within sixty (60) days of the invoice or charge date. Dispute notices must be sent to billing@zentarias.com with copies to soporte@zentarias.com and legal@zentarias.com. Customer may withhold payment of disputed amounts only while the dispute is under active review.

7.7 Free Trials, Beta Access, and Promotions

Zentarias reserves the right to terminate access to any Services provided free of charge or on a trial basis. If Zentarias provides Hardware during a trial at no cost and Customer elects not to continue with the Services, Customer must return the Trial Hardware within thirty (30) days of the trial's end. Failure to return Trial Hardware may result in Customer being invoiced for the replacement value.

8.1 Services Term and Renewal

These Terms remain in full force and effect until terminated as described herein. Unless the Order Form provides otherwise, each Subscription Term will automatically renew at the end of the then-current term for successive twelve (12)-month periods at the renewal rate specified in the Order Form, unless Customer provides at least thirty (30) days' written notice of non-renewal prior to the scheduled expiration date by contacting soporte@zentarias.com.

8.2 Termination for Cause

Either Party may terminate these Terms or any applicable Services if: (a) the other Party commits a material breach and fails to cure such breach within thirty (30) calendar days of receiving written notice; or (b) the other Party ceases business operations, becomes insolvent, or is subject to insolvency or bankruptcy proceedings.

8.3 Customer Early Termination

If Customer elects to discontinue, cancel, or terminate any Services or Order Form prior to the end of the applicable Subscription Term, Customer must provide written notice at least thirty (30) days before the desired termination date. Customer remains liable for all fees for the remainder of the full Subscription Term.

8.4 Effect of Termination

Upon expiration or termination of these Terms for any reason: (a) all licenses and rights granted by one Party to the other will terminate immediately; (b) Zentarias will have no obligation to retain Customer Data and may securely delete all copies thereof; and (c) Sections 4, 5.3, 7, 8.4, 9, 10, 11, 12, 13, and 14 will expressly survive termination.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZENTARIAS AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS: (A) MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES OR ANY OUTPUT GENERATED THEREBY; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES OF (I) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, AND NON-INFRINGEMENT; AND (II) THAT THE SERVICES OR ASSOCIATED OUTPUT WILL BE ENTIRELY SECURE, ERROR-FREE, OR UNINTERRUPTED.

CUSTOMER AND END USERS ACKNOWLEDGE THAT THE ZENTARIAS SERVICES ARE INTENDED AS AN OPERATIONAL AID ONLY AND DO NOT SUBSTITUTE FOR RESPONSIBLE, ATTENTIVE DRIVERS. DRIVERS REMAIN SOLELY RESPONSIBLE FOR SAFE VEHICLE OPERATION AT ALL TIMES.

CUSTOMER AND END USERS FURTHER ACKNOWLEDGE THAT USE OF THE SOFTWARE WHILE OPERATING A VEHICLE IS INADVISABLE AND MAY BE UNLAWFUL IN CERTAIN JURISDICTIONS. DISTRACTED DRIVING CREATES SERIOUS SAFETY RISKS AND IS PROHIBITED BY LAW IN MANY LOCATIONS.

9.3 Fuel Tax and Compliance Reports

While Zentarias endeavors to generate accurate fuel tax and compliance reports, Customer is solely responsible for reviewing and verifying the accuracy and appropriateness of all reports before submitting them to any governmental authority. Zentarias accepts no liability for any financial penalties or adverse outcomes resulting from Customer's use of such reports.

9.4 Third-Party Connectivity

The Services may rely on third-party cellular, wireless, or Bluetooth connectivity providers ("Connectivity Carriers"). Zentarias does not guarantee uninterrupted service or specific geographic coverage, and is not responsible for any service interruptions, outages, or data losses caused by Connectivity Carriers.

10.1 Customer Indemnification Obligations

Customer shall indemnify, defend, and hold harmless Zentarias and its affiliates, officers, directors, employees, and agents from and against all liabilities, losses, damages, costs, and expenses — including reasonable attorneys' fees — arising from third-party claims relating to: (i) Customer's, an Administrator's, or an End User's access to or use of the Services; (ii) Customer Data; (iii) breach of these Terms by Customer, an Administrator, or an End User; or (iv) negligent or wrongful acts or omissions of Customer, Administrators, or End Users.

10.2 Zentarias Indemnification Obligations

Zentarias shall indemnify, defend, and hold harmless Customer and its affiliates, officers, directors, members, managers, employees, and agents from and against all liabilities, losses, damages, costs, and expenses arising from third-party claims related to: (i) Zentarias's gross negligence, willful misconduct, or fraud; or (ii) infringement or misappropriation of any patent, copyright, trademark, trade secret, or other intellectual property right by the Services as delivered by Zentarias.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, OR DISTRIBUTORS SHALL BE LIABLE UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS, WHETHER DIRECT OR INDIRECT; OR (C) LIABILITY FOR PROPERTY DAMAGE; REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM IS BASED.

THE AGGREGATE MAXIMUM LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.1 Agreement to Arbitrate

Except as set forth in Section 12.6, the Parties agree that any legal or equitable claim arising out of or relating in any way to the Services or these Terms ("Claim") shall be resolved exclusively through binding arbitration or in small claims court as described herein.

12.2 Informal Dispute Resolution

Before initiating arbitration, the Parties agree to attempt in good faith to resolve the dispute informally for a period of thirty (30) days ("Informal Negotiation Period"). If no resolution is reached within that period, either Party may pursue formal proceedings.

12.3 Arbitration Notice

To initiate arbitration, the initiating Party must deliver a written Arbitration Notice to the other Party. Customer must send Arbitration Notices to: legal@zentarias.com and by U.S. mail to: Zentarias Technologies LLC, Attn: Legal Department, 3690 INVERRARY DR 3H, Lauderhill, FL, 33319.

12.4 Arbitration Procedures

All arbitration proceedings will be conducted pursuant to the then-current commercial arbitration rules of the American Arbitration Association ("AAA"). The arbitrator's award shall include the costs of arbitration and reasonable attorneys' fees. For Claims not exceeding $10,000, Zentarias will advance AAA filing fees on Customer's behalf.

12.5 Non-Appearance Arbitration Option

For Claims where the total amount sought does not exceed $10,000, the claimant may elect non-appearance-based arbitration conducted via online submissions, telephone, or written submissions only.

12.6 Exceptions to Arbitration

The arbitration requirements do not apply to: (a) requests for injunctive relief to halt unauthorized use of the Services; (b) claims involving copyrights, trademarks, patents, or trade secrets; or (c) Claims appropriate for small claims court.

12.7 Opt-Out Right

Customer has the right to opt out of the binding arbitration agreement by sending written notice to legal@zentarias.com within thirty (30) days of first using the Services.

12.8 Prohibition on Class Actions

UNLESS OTHERWISE AGREED IN WRITING, ALL DISPUTES BETWEEN CUSTOMER AND ZENTARIAS MUST BE RESOLVED ON AN INDIVIDUAL BASIS. CLASS ACTIONS, CLASS ARBITRATIONS, CONSOLIDATED ARBITRATIONS, AND PRIVATE ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED UNDER THESE TERMS.

13.1 Integration and Entire Agreement

These Terms, together with all Order Forms, Additional Terms, and attachments executed by the Parties, constitute the entire agreement between Zentarias and Customer concerning the subject matter hereof. In the event of a conflict among the documents constituting these Terms, the following order of precedence applies: (1) Order Form; (2) these Terms; (3) Additional Terms; (4) Documentation.

13.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible, and all remaining provisions will remain in full force and effect.

13.3 Modifications to These Terms

Zentarias reserves the right to update or modify these Terms periodically. Where an update will materially affect Customer's use of the Services or legal rights, Zentarias will provide advance notice prior to the effective date of the change. Continued use of the Services after the modification's effective date constitutes Customer's acceptance of the modified Terms.

13.4 Assignment

Neither Party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other Party. Either Party may assign these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that written notice is given to the other Party.

13.5 Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for any dispute not subject to arbitration shall lie in the state and federal courts located in Broward County, Florida.

13.6 Export Controls and Trade Compliance

Customer represents and warrants that it is not located in, or operating under the authority of, any country subject to a U.S. Government trade embargo. Customer agrees to comply with all applicable U.S. export control laws and regulations in connection with its use of the Services.

13.7 Statute of Limitations

Any legal claim or cause of action arising out of or related to the Services or these Terms must be initiated within one (1) year from the date the cause of action accrues. Any claim not brought within this period is permanently barred.

13.8 Confidentiality

Each Party agrees to keep the other Party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except to Representatives with a legitimate need to know. Confidentiality obligations survive the termination of these Terms for a period of three (3) years.

13.9 Notices

Notices from Customer to Zentarias must be sent to: Zentarias Technologies LLC, Attn: Legal Department, 3690 INVERRARY DR 3H, Lauderhill, FL, 33319, and by email to legal@zentarias.com.

13.10 Force Majeure

Except with respect to payment obligations, neither Party will be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemics, acts of war, governmental actions, or internet disruptions.

13.11 Independent Contractors

The Parties are independent contractors. Nothing in these Terms creates or implies a partnership, joint venture, employment relationship, agency, or fiduciary relationship between the Parties.

13.14 Waiver

Failure by either Party to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be made in writing and signed by a duly authorized representative of the waiving Party.

13.16 Counterparts and Electronic Execution

These Terms and any Order Form may be executed in one or more counterparts. Electronic or digital signatures shall be deemed valid and binding.