Terms

TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale ("Terms") apply to all quotations, order acknowledgments, sales, and shipments of goods ("Goods") by Optronics International, LLC ("Seller") to the buyer identified on the quote or purchase order ("Buyer")

1) Definitions

1. ("Quote") means Seller’s written firm price quotation (including any attachments, exhibits, specifications, and these Terms). A Quote is an invitation to offer or a revocable offer at Seller’s option, becoming binding only upon Order Acknowledgment or shipment, pursuant to the below terms and conditions.
2. ("Order Acknowledgement") means Seller’s written acceptance/confirmation (including invoice, pick ticket, shipment confirmation, or other written/electronic confirmation issued by Seller).
3. ("Goods") means all items supplied by Seller, including any parts, accessories, packaging, and documentation.
4. ("Confidential Information") means pricing, discounts, rebates, nonpublic product sourcing, and other nonpublic commercial information disclosed by Seller.

2) Offer, Acceptance, Entire Agreement; Battle of the Forms

1. Controlling Terms. SELLER EXPRESSLY LIMITS ACCEPTANCE TO THESE TERMS. Any terms in Buyer’s purchase order, vendor portal, "supplier terms," acknowledgment, invoice, or other document that are different from or in addition to these Terms are REJECTED and VOID, whether or not Seller objects. Any attempt by Buyer to condition acceptance on its own terms is rejected and treated as a counter offer that Seller may accept only by written confirmation expressly accepting those terms.
2. Formation. The Quote is an offer (or invitation to offer, at Seller’s option) and becomes binding only when Seller issues an Order Acknowledgment or ships the Goods, whichever occurs first. Seller’s commencement of performance, shipment, or issuance of an Order Acknowledgment does not constitute acceptance of any Buyer terms: all such terms are expressly rejected unless specifically excepted in writing.
3. Expressly Conditional. If Buyer’s document is deemed an acceptance that includes additional or different terms, Seller’s performance is expressly conditional on Buyer’s assent to these Terms only; Seller objects to and rejects all additional/different terms.
4. Entire Agreement. These Terms, the Quote, and the Order Acknowledgment constitute the entire agreement and supersede prior or contemporaneous communications.
5. No Reliance on Oral Statements. Buyer acknowledges it has not relied on any statement, representation, sample, or promise not expressly set forth in the Quote/Order Acknowledgment.
6. Priority. If there is a conflict, the following order controls: (1) Seller’s Order Acknowledgment; (2) Seller’s Quote; (3) these Terms; (4) any other Seller document expressly incorporated.

3) Quote Validity; Firm Price; Errors; Changes

1. Validity Period. Unless stated otherwise on the Quote, prices are firm for thirty (30) days from the Quote date and subject to prior sale, allocation, or withdrawal as provided herein.
2. Scope.Prices apply only to quantities, configurations, and delivery terms stated. Any change to scope may change price and lead time.
3. Clerical/Typographical Errors.Seller may correct errors (including pricing, availability, and freight) and may cancel affected orders without liability.
4. Special/NonCancelable Goods.Goods designated "NCNR," "special order," "nonstock," "cut," "custom," "configured," or "privatelabel" are noncancelable and nonreturnable once ordered/committed, even if Seller has not yet shipped.

4) Pricing; Minimums; Surcharges

1. Pricing Basis.Unless otherwise stated, prices are in U.S. Dollars, exclude taxes, duties, tariffs, and freight, and are based on current costs.
2. Freight and Handling.Freight, fuel, handling, accessorials, and packaging charges may be added unless expressly included.
3. Minimum Order / Small Order Fee.Seller may apply a minimum order value of $100.00 and a broken case-pack fee of 15% of the order line item value for each material ordered in quantities less than case pack.
4. Price adjustments.Pricing is based off current costs and may be adjusted if Buyer changes quantity, configuration, or delivery schedule. Seller reserves the right to adjust prices or add surcharges for material increases in tariffs, duties, freight, fuel, or component costs after the quote date but before the shipment, with written notice to Buyer.

5) Payment Terms; Credit; Security; Collections

1. Payment Terms.Payment is due NET 30 days from invoice date for approved credit accounts, unless otherwise stated or agreed to in writing. For accounts without an established and active line of credit, pre-payment terms apply.
2. Credit Approval.All credit is subject to Seller approval and may be reduced, withdrawn, or conditioned at any time. Seller may require advance payment, assurances, or additional security.
3. Late Charges.Past due amounts accrue the lesser of 1.5% per month (18% APR) or the maximum allowed by law, plus all costs of collection.
4. Suspension / Offset.Seller may suspend performance or shipments and/or cancel orders if Buyer is past due or Seller reasonably believes Buyer may not pay. Buyer may not set off or withhold payment for disputes without Seller’s written consent.
5. Security Interest.To secure payment, Buyer grants Seller a purchase money security interest in the Goods and proceeds until paid in full and authorizes Seller to file UCC financing statements. Buyer must execute and deliver any documents or instruments reasonably requested by Seller to perfect, maintain, or enforce the security interest, and that Seller may file financing statements without Buyer’s signature where permitted by law, pursuant to UCC § 2-609. Seller may suspend or cancel performance, reclaim goods, or stop goods in transit upon default or reasonable insecurity.
6. Collection Costs.Buyer will pay Seller’s reasonable attorneys’ fees and costs incurred to collect amounts due.

6) Taxes, Duties, TariffsBuyer is responsible for all sales, use, excise, VAT, GST, duties, tariffs, customs fees, and similar charges, except taxes on Seller’s net income or any tax which Seller is not legally permitted to shift to Buyer. If Seller pays any such amounts, Buyer will reimburse Seller upon demand.

7) Delivery; Shipping; Title; Risk of Loss; Shortages/Damage Claims

1. Delivery Terms.Unless otherwise stated in the Quote/Order Acknowledgment, delivery is F.O.B. Seller’s shipping point (or Seller’s facility), and Seller may select the carrier and route.
2. Dates Are Estimates.Delivery dates are estimates only; Seller is not liable for delay.
3. Partial Shipments.Seller may ship in installments and invoice each shipment separately.
4. Title; Risk of Loss.Title and risk of loss pass as stated in the delivery term on the Quote/Order Acknowledgment; if none, risk passes upon tender to the carrier for shipment contracts. Title passes concurrently with risk of loss unless the Quote or Order Acknowledgment expressly retains title pending payment. Buyer is responsible for all insurance after risk passes and for any demurrage, storage, or redelivery charges caused by Buyer’s delay or unavailability.
5. Shortage/Damage in Transit.Buyer must:
   • note visible damage/shortage on the carrier delivery record at receipt;
   • retain packaging; and
   • submit a written claim to Seller within five (5) business days of receipt (or such shorter period required by the carrier). Failure to follow this process may bar claims.
6. Storage/Redelivery.If Buyer delays delivery or is not ready to receive, Seller may store Goods at Buyer’s expense and risk and/or reschedule delivery with additional charges.

8) Inspection; Acceptance; Rejection; Returns

1. Inspection.Buyer will inspect Goods promptly upon receipt.
2. Acceptance.Buyer is deemed to have accepted Goods upon the earliest of: (a) use, resale, or installation; (b) failure to reject within the rejection period; or (c) any act inconsistent with Seller’s ownership.
3. Nonconformity / RejectionTo reject, Buyer must provide Seller seasonable written notice describing the nonconformity in reasonable detail within ten (10) calendar days of delivery, and must hold Goods for Seller’s instructions.
4. No Returns Without Authorization.Returns require a Return Material Authorization (RMA) issued by Seller. Unauthorized returns may be refused, stored at Buyer’s expense and risk of loss, or returned freight-collect.
5. Restocking / Handling.Returned Goods (if approved) are subject to inspection and a restocking/handling fee of 15% plus freight and any repackaging costs.
6. Condition of Returns.Returns must be unused, in original packaging, and resalable. Special order/NCNR items are not returnable.
7. Discontinued/Obsolete Items.Seller may refuse returns for discontinued/obsolete items.

9) Limited Warranty; Disclaimer of Implied Warranties

1. Limited WarrantyUnless otherwise stated in the Quote/Order Acknowledgment, Seller warrants that, at the time of delivery, Goods will materially conform to Seller’s published specifications, as stipulated in Sellers Limited Product Warranty Policy
2. Exclusive Remedy.Seller’s sole obligation and Buyer’s exclusive remedy for breach of warranty is, at Seller’s option: (a) repair; (b) replacement; or (c) refund of the purchase price for the nonconforming Goods returned per Seller’s RMA process.
3. Exclusions.The warranty does not cover misuse, improper storage/handling, improper installation, alteration, normal wear, accidents, neglect, unauthorized repair, or use beyond rated capacity. Warranty is void if Buyer fails to follow installation, use, or maintenance instructions or applicable vehicle safety standards.
4. PassThrough OEM Warranties.For manufacturer branded Goods, Seller may pass through the manufacturer’s warranty to Buyer to the extent permitted; Seller makes no additional warranty.
5. DISCLAIMER. EXCEPT AS EXPRESSLY STATED ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED. SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
6. No Oral Warranties.No employee, agent, or representative may create warranties or modify these Terms unless in a writing signed by Seller’s authorized officer.

10) Limitation of Liability; Exclusion of Consequential Damages

1. NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES,INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS, OR CLAIMS OF BUYER’S CUSTOMERS. EXCLUSION IS INDEPENDENT OF, AND SURVIVES, ANY FAILURE OF THE EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE
2. LIABILITY CAP.Seller’s total aggregate liability for any claim arising out of or relating to the Goods or the transaction (contract, tort, strict liability, or otherwise) will not exceed the amount paid by Buyer for the specific Goods giving rise to the claim.
3. Essential Purpose.The parties agree that the limitations and exclusions in these Terms apply even if any limited remedy fails of its essential purpose.
4. CarveOutNothing in these Terms limits liability to the extent prohibited by law or for Seller’s gross negligence or willful misconduct.

11) Force Majeure; Allocation: Seller is not liable for delay or failure to perform due to events beyond Seller’s reasonable control, including acts of God, fire, flood, severe weather, earthquakes, public health emergency including (without limitation) epidemics and pandemics, labor issues, carrier delays, supply shortages, embargoes, war, terrorism, governmental actions, changes in taxes, tariffs, duties, trade restrictions, or the like, or inability to obtain materials. Seller may allocate available inventory among customers in a fair and reasonable manner and will notify Buyer of delay or allocation. Seller will provide notice of force majeure or allocation to Buyer within a commercially reasonable time. Seller reserves the right to suspend or terminate agreement without liability if the event continues beyond 120 days. Seller also reserves the right to adjust price if costs increase due to the event.

12) Compliance; Export Controls; Safety; Recall

1. Compliance.Buyer will comply with all applicable laws and regulations relating to use, resale, export, and disposal of Goods.
2. Export/Sanctions.Buyer will not export or reexport Goods in violation of U.S. export controls or sanctions. Buyer to obtain any required licenses and to indemnify for violations.
3. SafetyCritical Use.Unless expressly agreed in writing, Goods are not intended for lifesupport, nuclear, aviation flightcritical, or other hazardous applications where failure could cause injury or catastrophic loss. Goods are intended solely for the applications described in Seller’s published specifications and literature; Buyer is solely responsible for determining suitability, for proper installation in accordance with those specifications and all applicable vehicle safety standards (including 49 CFR 571.108), and for any certification or homologation required for the end vehicle or equipment.
4. Recall/Field Actions.If a recall or corrective action is required due to Buyer’s misuse, specifications, labeling, repackaging, modifications, or failure to follow instructions and/or cooperate fully in any field action, Buyer will bear all costs.

13) Intellectual Property; Title Warranty; Infringement; Buyer Specifications

1. Seller IP.Seller retains all intellectual property rights in quotations, pricing, and any Sellerprovided drawings, pick/pack methods, labeling configurations, and documentation. Seller’s IP retention includes improvements, derivatives, or feedback.
2. Buyer Specifications.If Buyer provides specifications, labels, artwork, packaging, or instructions, Buyer warrants it has rights to use them and will indemnify and hold Seller harmless from all claims (including IP infringement, product-liability, and regulatory claims) arising from compliance with Buyer’s designs, labels, artwork or instructions. Seller provides a limited warranty of title and non-infringement by Seller’s standard Goods, subject to liability cap and exclusions herein.

14) Indemnification

1. Scope.Subject to the terms and conditions set forth herein below, Buyer (the "Indemnifying Party") will indemnify, hold harmless, and defend Seller and its managers, officers, directors, employees, agents, shareholders/members/partners/owners, affiliates, successors, and permitted assigns (collectively, the "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of or related to any third-party claim alleging: (1) breach or non-fulfillment of any provision of this Agreement by Indemnifying Party or Indemnifying Party's Personnel; (2) any negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; (3) bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its Personnel (including any reckless or willful misconduct); and, (4) any failure by Indemnifying Party or its agents (including anyone working with or for the benefit of the Indemnifying Party) to comply with any applicable Federal, state or local laws, regulations, or codes in the performance of its obligations under this Agreement.
2. Notice of Third-Party Claims.Indemnified Party must give notice to Indemnifying Party (a "Claim Notice") within 28 days after obtaining knowledge of any Losses or discovery of facts on which Indemnified Party intends to base a request for indemnification under this Section. A failure by the Indemnified Party to provide a Claim Notice to Indemnifying Party under this Section does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event will Indemnifying Party be liable for any Losses that result directly from a delay that materially prejudices the defense of the related third-party claim. Indemnifying Party's duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.
3. Indemnified Party Control of Defense.Notwithstanding anything to the contrary herein, Indemnified Party may select its own legal counsel to represent its interests, and Indemnifying Party must: (1) reimburse Indemnified Party for its costs and attorneys' fees immediately upon request as they are incurred; and, (2) remain responsible to Indemnified Party for any Losses indemnified under this Section.
4. Settlement of Indemnified Claims by Indemnifying Party.Indemnifying Party must give prompt written notice to Indemnified Party of any proposed settlement of a claim that is indemnifiable under this Section. Indemnifying Party may not, without Indemnified Party's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification may be or is sought hereunder.

15) Cancellation; Restocking; Seller Remedies

1. Buyer Cancellation. Buyer may not cancel orders without Seller’s written consent. If Seller consents, Buyer will pay Seller’s cancellation charges, including committed costs, inbound freight, handling, and reasonable administrative fees.
2. Seller Remedies.If Buyer fails to pay or otherwise breaches, Seller may exercise all remedies available, including withholding delivery, stopping delivery in transit, canceling, reselling, and recovering damages and costs.

16) Claims Window; Statute of Limitations: Any action by Buyer arising out of or relating to the Goods or the transaction, whether in contract, tort, or otherwise, or these Terms must be commenced within one (1) year after the cause of action accrues, to the maximum extent permitted by law.

17) Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof (hereafter the "Arbitration").

1. WAIVER OF JURY TRIAL.Each Party acknowledges and agrees that any controversy that may arise under this agreement is likely to involve complicated and difficult issues and, therefore, each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement or the matters contemplated herein. each party to this agreement certifies and acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this agreement solely by the terms set forth herein.
2. Appointment of Arbitrator(s).The Arbitration will be heard by a single arbitrator, appointed using the default List Process set forth in AAA’s Commercial Rules, unless the amount in controversy (not including litigation expenses such as costs and attorneys’ fees) is equal to or greater than $250,000, in which case the dispute will be heard by a panel of three arbitrators appointed as follows: within 14 days after the commencement of arbitration, each party will select one person to act as arbitrator and the two selected will select a third arbitrator within 14 days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator will be selected by the American Arbitration Association.
3. Place of Arbitration.The place of arbitration will be Tulsa, OK unless mutually agreed otherwise by the Parties.
4. Governing Law.The arbitration will be governed by the laws of the State of Oklahoma.
5. Timeline.The award must be made within 6 months of the filing of the notice of intention to arbitrate (demand), and the arbitrator(s) must agree to comply with this schedule before accepting appointment. However, this time limit may be extended by the arbitrator(s) upon the request of a Party for good cause shown, or by mutual agreement of the Parties.
6. Discovery.If the dispute is less than $250,000, there will be no Discovery other than the exchange of documents absent mutual consent of the Parties. If the dispute is equal to or greater than $250,000, Discovery will also include depositions of a maximum of seven hours in length (not including a one-hour lunch break) as follows: a deposition of each named Party (which will be a deposition conducted in accordance with Federal Rule of Civil Procedure 30(b)(6) upon any Party that is not a natural person), a deposition of each expert witnesses retained (in accordance with the AAA Rules) by a Party.
7. Limitation on Damages.The Arbitrator(s) will have no authority to award punitive or other damages not measured by the prevailing Party's actual damages, except as may be required by statute. The arbitrator(s) will not award consequential damages in any arbitration initiated under this section. The authority of the Arbitrator(s) as to Buyer is limited to awarding monetary damages and does not include the authority to enter an injunction or direction to any Party other than the direction to pay a monetary amount. Relief available to Seller includes equitable relief.
8. Costs of Arbitration.The Arbitrator(s) must award to the prevailing Party, if any, their reasonable attorneys’ fees and costs, including those incurred prior to the filing of the Arbitration but reasonably associated with the breach(es) of this Agreement at issue in the Arbitration.
9. Written Opinion.Except with the mutual agreement of the Parties, the award of the Arbitrator(s) must be accompanied by a reasoned opinion.
10. Confidentiality of Arbitration.Except as may be required by law, neither a Party nor an Arbitrator may disclose the existence, content, or results of any Arbitration hereunder without the prior written consent of both Parties.
11. Failure to Pay Costs of Arbitration.The Parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges will constitute a waiver by that Party to present evidence or cross-examine witness. In such event, the other Party is required to present evidence and legal argument as the Arbitrator(s) may require to establish a prima facie case. Such waiver does not allow for a default judgment against the non-paying party in the absence of the non-defaulting party establishing a prima facie case.
12. Enforcement.The Arbitration award may be entered and enforced by any court of competent jurisdiction. The Parties irrevocably consent to the personal jurisdiction of the courts of the state in which the Arbitration occurred for purposes of enforcing the Arbitration award.
13. Inability to Arbitrate.If the required number of Arbitrator(s) cannot be obtained within 28 days of the commencement of the Arbitration due to the refusal of an adequate number of Arbitrators to serve on the conditions set forth herein, then absent mutual agreement by the Parties to an extension of time or altering the offending provision of this Agreement, then the Arbitration provisions above are deemed waived by the Parties and, instead, any controversy or claim arising out of or relating to this Agreement, or the breach hereof, will vest in a Oklahoma state court of competent jurisdiction, which must apply Oklahoma law to such dispute(s). The Parties irrevocably consent to the personal jurisdiction of the Oklahoma courts for this purpose. The Parties agree that notwithstanding any provision of rule or law, the service of process, summons, notice, or other document by Certified or Registered Mail in accordance with the procedures set forth herein will constitute effective service of process for any suit, action, arbitration, or other proceeding. The Parties irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. The prevailing party or parties in such dispute must receive their costs and a reasonable attorneys’ fee from the non-prevailing party or parties.

18) Miscellaneous

1. Relationship of the Parties.Nothing herein will be construed to create a joint venture or partnership between the Parties hereto or an employer/employee or agency relationship. Seller is an independent contractor pursuant to these Terms. Neither Party hereto has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party. Nothing in this Agreement will be deemed or construed to enlarge the fiduciary duties and responsibilities, if any, of Seller.
2. Cooperation & Further Assurances.The Parties will cooperate fully, execute all documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to give full force and effect to these Terms.
3. Severability.The Parties agree that if any provision of these Terms is determined by a court of competent jurisdiction to be in violation of any law, rule of equity, or otherwise invalid or unenforceable, such provision must, to such extent as it may be determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement will otherwise remain in full force and effect unless a primary purpose of these Terms
4. Waiver.Failure of Seller to insist upon performance under these Terms or to exercise any right or privilege, does not constitute a waiver of any rights or privileges herein.
5. Assignment.Buyer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Seller, which consent must not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section is null and void. Delegation, with or without consent, does not relieve the delegating Party of any of its obligations hereunder. These Terms are binding upon and will inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
6. Benefit; No Third-Party Beneficiaries.These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
7. Contract Interpretation.The Parties acknowledge that they have caused these Terms to be reviewed by legal counsel of their own choice. These Terms have been specifically negotiated, and any presumption that an ambiguity contained in these Terms will be construed against the party that caused these Terms to be drafted will not apply to the interpretation of these Terms. Headings are purely for purposes of organization and readability and are without legal force or effect. For purposes of these Terms, (a) the words "include," "includes," and "including" (or the like) are deemed to be followed by the words "without limitation" (or the equivalent); (b) the word "or" is not exclusive; and, (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" (or the like) refer to these Terms as a whole. Unless the context otherwise requires, references herein: (x) to sections, schedules, and exhibits (or the like) mean the sections of, and schedules and exhibits attached to, these Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof as if it was included herein verbatim at the time in question; and (z) to a statute or other law means such law as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The schedules and exhibits referred to herein must be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
8. Signing.These Terms may be signed in counterparts or through a secure cloud-based method such as Adobe Sign; digital signatures are valid and authorized. these Terms are valid upon signing by all Parties but is thereafter effective on the Effective Date.
9. Fully Incorporated Agreement.These Terms is the sole and entire agreement between the Parties with regard to the subject matter hereof. These Terms may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.