Terms of Service

Last Modified: September 22, 2025

TPC Acquisition, LLC dba Therapy Partner (“Company”) requires users of its websites and services, including any
entity executing an order form (“Customer”) that references these terms to accept and adhere to these terms and
conditions (the, “Agreement”). This Agreement governs the purchase and use of Company’s services and is accepted by
executing an order form that references this Agreement or by using or accessing Company’s services. Company may
update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing
written notice to Company. If Customer continues to use or receive the services following such period, the updated
Agreement will be deemed accepted.

• 1. Order Form.
• 2. Software/Service.
• 3. Data Licenses.
• 4. Third Party Services.
• 5. Intellectual Property.
• 6. Payments and Taxes.
• 7. Term and Termination.
• 8. Confidential Information.
• 9. Representations and Warranties.
• 10. Disclaimers.
• 11. Limitation of Liability.
• 12. Indemnification.
• 13. Publicity.
• 14. Assignment.
• 15. Notices.
• 16. Attorney’s Fees.
• 17. Relationship of the Parties.
• 18. No Third Party Beneficiaries.
• 19. Equitable Remedies.
• 20. Force Majeure.
• 21. Limitation of Claims.
• 22. FCPA Compliance.
• 23. Export Compliance.
• 24. Governing Law, Jurisdiction and Venue.
• 25. Privacy, Acceptable Use.
• 26. Severability, Waiver and Amendment.
• 27. Counterparts, Entire Agreement and Order of
  Precedence.
• Exhibit A

1. Order Form.

Services will be ordered by Customer pursuant to executed order forms (each, an “Order Form”). Each Order Form will
include the specific services being ordered and the associated fees and any additional terms as applicable (herein
referred to collectively as the “Service”). Each additional Order Form will be numbered sequentially (e.g. Order
Form 1, 2, 3, etc.) and upon execution by both parties will be deemed an addendum hereto and will be subject to all
of the terms and conditions herein. Any one of Customer’s subsidiaries or affiliates may also order services under
this Agreement by entering into an Order Form signed by such subsidiary or affiliate and Company and agreeing to be
bound by the terms of this Agreement and such Order Form.

2. Software/Service.

2.1. Rights for Use. Company hereby grants to Customer during the term of this Agreement a non-exclusive,
non-transferrable (except as provided herein) right to access and use the Service which includes to utilize, with
incidental copies arising from the operation of the Customer’s browser, the Service and Customer Content solely as
expressly permitted by Company. Customer shall be responsible for each user’s use of the Service in accordance with
the terms of this Agreement.

In the event that Customer’s use of the Service requires Customer’s clients to access or use the website via a
client portal or any other means, Customer understand and agree that such clients must agree to Company’s Client
Terms of Service and Privacy Policy prior to being granted such access. Customer is responsible for informing such
clients of the Client Terms of Service and shall provide to such clients a copy of the same. The Client Terms of
Service can be viewed online at: https://www.therapyclient.com/account/terms. Customer shall provide its clients
with notice of and obtain their consent to the Client Terms of Service and Customer shall not, in any way, alter the
Client Terms of Service.

2.2. Accounts; Security. Access to or use of certain portions and features of the Service may require
Customer to create an account (“Account”). Customer represents that all information provided by it is current,
accurate, complete, and not misleading. Customer further warrants that it will maintain and update all information
provided by it to ensure accuracy on a prompt, timely basis. Customer is entirely responsible for maintaining the
confidentiality and security of its Account(s), including the password(s). Accounts are not transferrable. Customer
agrees to promptly notify Company if Customer becomes aware or suspects any unauthorized use of its accounts,
including any unauthorized access or attempted access. Customer is responsible for all activities that occur under
its Account(s). Further, Customer is the primary account holder and is responsible for all charges made by
additional users added to the Account(s). A user license is required for each person utilizing Customer’s master
account, or other data generated through the use of the Service. Any sharing of such data to reduce the number of
licenses required or sharing account information in any way is strictly prohibited.

2.3. Restrictions on Use. In accessing or using the Service, Customer will not: (a) resell, lease, encumber,
sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any
medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create
derivative works based on the Service; (c) apply systems to extract or modify information in the Service using
technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”;
(d) knowingly input or post through or to the Service any content that is illegal, threatening, harmful, lewd,
offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity
of others, (e) store data on the Service that is regulated by the HIPAA Privacy Rules or the PCI Data Standards in
any field that is not specifically designated for such use (f) input or transmit through or to the Service any
virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service or grant
unauthorized access thereto; (g) use or access the Service for purposes of monitoring the availability, performance
or functionality of the Service or for any other benchmarking or competitive purposes; or (h) cause, assist, allow
or permit any third party (including an end-user) to do any of the foregoing; (i) use the Service to compete with
Company in any way; (j) permit any third party to use or access the Service other than Authorized Users who are
acting on your behalf; or (k) access the Service from an IP address outside of the United States or Canada.

2.4. Maintenance. Customer agrees that Company may install software updates, error corrections, and software
upgrades to the Service as Company deems necessary from time to time. All such updates, error corrections and
upgrades will be considered part of the Service for purposes of this Agreement.

2.5. Applicable Laws. Customer’s access to and use of the Service is subject to all applicable international,
federal, state and local laws and regulations. Customer may not use the Service or any information data or Customer
Content in violation of or to violate any law, rule or regulation. Ensuring Customer’s use of the Service is
compliant with applicable laws is the responsibility of Customer and obtaining all required authorizations
(including establishing all required terms and conditions) for payments processed via the Service.

2.6. Suspension of Service. Company has the right to immediately suspend the Service (a) in order to prevent
damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as
repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Customer
has failed to pay any amounts due and owing. In the case of (a) or (b) Company will give Customer prior notice if
reasonable and will ensure that the Service is restored as soon as possible after the event given rise to suspension
has been resolved to Company’s reasonable satisfaction.

3. Data Licenses.

3.1. Customer Content. As between Company and Customer, all title and intellectual property rights in and to
all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer
Content”) are owned by Customer. Customer acknowledges and agrees that in connection with the provision of the
Services, Company will store Customer Content in the United States, which may be accessed by Company personnel in
the United States and Canada. Customer further acknowledges that the Customer Content may be stored and maintained
for a period of time consistent with Company’s standard business processes for the Service. Following expiration or
termination of the Agreement or a Customer account, if applicable, Company may deactivate the applicable Customer
account(s) and delete any data therein. Customer grants Company the right to host, use, process, display and
transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement, the Business
Associate Agreement attached as Exhibit A hereto and the applicable Order Form. Customer has sole responsibility for
the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining
all rights related to Customer Content required by Company to perform the Services.’

3.2. Aggregated Data. Customer agrees that, subject to Company’s confidentiality obligations in this
Agreement, Company may (a) capture data regarding the use of the Service by Customer and its end users, (b) collect
metrics and data included in the Customer Content, and (c) aggregate and analyze any metrics and data collected
pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that
Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as
incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a
way that identifies Customer or its users as the source of the data.

4. Third Party Services.

Except as expressly permitted in this Agreement or as otherwise agreed by Company in writing, Customer is prohibited
from linking to the Service, framing of all or any portion of the Service, and extracting data from the Service.
Company reserves the right to disable any unauthorized links or frames. Company will not be responsible and
expressly disclaims any liability for any third party services that Customer may use or connect to through the
Service. If Customer activates any APIs or links to enable data sharing through the Service or directs Company to do
so on its behalf, Customer thereby authorizes Company to send and receive Customer Content with any such activated
third-party service and represents and warrants to Company that Customer has all appropriate right and title to
grant such authorization. Customer will be solely responsible for any third-party fees related to the third-party
services and compliance with any applicable third-party service terms.

5. Intellectual Property.

5.1. Proprietary Rights. Company’s intellectual property, including without limitation the Service, its
trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are
and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer
except for the limited rights expressly granted in this Agreement.

5.2. Feedback. Customer agrees that advice, feedback, criticism, or comments provided to Company related to
the Service are given to Company and may be used by Company freely and without restriction and will not enable
Customer to claim any interest, ownership or royalty in Company’s intellectual property.

6. Payments and Taxes.

6.1. Payment. Fees are set forth in the applicable Order Form (“Fees”). Upon execution of any Order Form, a
one-time fee will be due and payable. Unless otherwise set forth in the applicable Order Form, Fees are due and
payable by Customer within 15 days of the bill date for such Fees. Fees owed by Customer to Company will be
automatically debited from the bank account or other electronic payment method for which Customer has provided
applicable account information and Customer hereby authorizes Company to perform all such debits. Any usage Fees, as
set forth in an applicable Service Order, will be billed monthly and in arrears. An administrative late charge of
$35.00 per month will be charged for any electronic transaction that is declined. Additionally, undisputed amounts
that are past due will be subject to a monthly charge of 1.5% per month or the maximum rate permitted by law,
whichever is less. Customer waives the right to contest billing discrepancies that are not reported within two
billing cycles. Customer agrees to pay all reasonable costs of collection in the event any amount is not paid when
due. Company will have the right to change Fees effective any time, which right will include without limitation the
right to charge a Fee for new features or functions of the Service or for features or functions that have previously
been offered at no charge. All Fees are payable in United States Dollars, and non-refundable.

6.2. Automatic Payment Terms. Customer authorizes Company to charge the credit card information provided, or
debit the bank account information provided, as applicable, beginning as of the Effective Date and monthly
thereafter, for all applicable fees due as defined in the Agreement. Customer understands that this authorization
will remain in effect until it is canceled in writing and agrees to notify Company in writing of any changes in
Customer’s account information or termination of this authorization at least 15 days prior to the next billing date.
If the payment date falls on a weekend or holiday, Customer understands that payments may be executed on the next
business day. For ACH debits to a checking/savings account, Customer understands that because these are electronic
transactions, these funds may be withdrawn from Customer’s account as of the payment date, and that it will have
limited time to report and dispute errors. In the case the ACH transaction is returned for Non Sufficient Funds
(“NSF”) Customer understands that Company may at its discretion attempt to process the charge again within 30 days,
and agrees to an additional $25.00 charge for each attempt returned NSF, which will be initiated as a separate
transaction from the authorized payment. Customer has certified that the business bank account information provided
is enabled for ACH transactions, and agrees to reimburse Company for all penalties and fees incurred as a result of
Customer’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH
transactions. Both parties agree to be bound by NACHA Operating Rules as they pertain to these transactions.
Customer acknowledges that the origination of ACH transactions to its account must comply with the provisions of
U.S. law. Customer agrees not to dispute these scheduled transactions with its bank or credit card company provided
the transactions correspond to the terms indicated in this Agreement.

6.3. Taxes. Company Fees do not include any local, state, federal or foreign taxes, levies or duties of any
nature, including value-added, sales, use or withholding taxes (“Taxes”). Customer is responsible for paying all
Taxes for which Customer is responsible under this Section. Company may invoice taxes to Customer as required by
local law, and Customer will pay such taxes, unless Customer provides Company with a valid tax exemption certificate
authorized by the appropriate taxing authority.

7. Term and Termination.

7.1. Term. This Agreement will be effective as of the stated date in an initial Order Form (“Effective Date”)
and remain in effect until (a) all executed Order Forms have expired or been terminated or (b) terminated by either
party as permitted by this Agreement. Unless otherwise stated in the Order Form the initial term will be for one
year, thereafter, the Order Form will automatically renew for successive periods equal to the initial term, unless
cancelled by either party in accordance with this Agreement.

7.2. Termination. Either party may terminate this Agreement by providing 30 days’ written notice prior to the
end of the then current term. Either party may terminate this Agreement immediately for a breach by the other party
of any of its material terms, if the breaching party has failed to cure such breach (if curable) within 30 days of
receipt of written notice from the non-breaching party describing the breach. Either party may terminate this
Agreement without notice if the other party becomes insolvent, makes or has made an assignment for the benefit of
creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against
such party (except for involuntary bankruptcies which are dismissed within 60 days), or has a receiver or trustee
appointed for substantially all of its property.

7.3. Effects of Termination. Upon the expiration or termination of this Agreement for any reason, (a)
Customer will immediately cease using the Service, (b) upon request, each party will return or destroy all
Confidential Information of the other party, provided, that each party may retain one copy of the Confidential
Information of the other party as necessary to comply with applicable law or its records retention or archival
policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations
in this Agreement) and (c) any unpaid, undisputed amounts due through termination will become immediately due and
payable. If Customer requests Company to provide professional services for the export of any Customer Content,
Company will provide to Customer the applicable Customer Content export file via Company’s designated secure
delivery method as feasible, at Company’s then current professional services fee. Customer agrees that any such
Customer Content export files are provided by Company as-is and that Company is not responsible for any errors or
omissions in the export file or for any corruption of the Customer Content that may occur.

7.4. Survival. Any provisions of this Agreement that expressly, or by implication, are intended to survive
its termination or expiration will survive and continue to bind the parties, including without limitation provisions
relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual
property, and Customer’s payment obligations under this Agreement.

8. Confidential Information.

8.1. Confidential Information. “Confidential Information” means any information disclosed by one party to the
other whether orally or in writing that is designated as confidential or that reasonably should be understood by the
receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such.
Confidential Information may include information that is proprietary to a third party and is disclosed by one party
to another pursuant to this Agreement. The Service, all features and functions thereof and related pricing and
product plans will be the Confidential Information of Company.

8.2. Non-Disclosure. Each party agrees to maintain the confidentiality of the other party’s Confidential
Information with the same security and measures it uses to protect its own Confidential Information of a similar
nature (but in no event less than reasonable security and measures) and not to use such Confidential Information
except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may
disclose Confidential Information of the disclosing party to those employees, officers, directors, agents,
affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of
carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that
are no less restrictive than the requirements herein. Such party will be responsible for any improper use or
disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by
this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the
disclosing party to any third party. The restrictions in this Section shall continue until such time as the
information is covered by an exclusion set forth below.

8.3. Exclusions. The receiving party will have no obligation under this Section with respect to information
provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of
a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source
other than the disclosing party, provided that such source is not known to the receiving party to be bound by an
obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving
party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving
party without reference to the Confidential Information. Further either party may disclose Confidential Information
(i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for
the enforcement of this Agreement or its rights hereunder.

9. Representations and Warranties.

Customer represents, warrants and covenants that (i) the Agreement is a legal, valid and binding obligation,
enforceable against it in accordance with its terms, without violating any contract to which it is a party. To the
extent the Agreement is executed by a group administrator and/or entity (“Administrator”) on behalf of any Customer,
such Administrator represents and warrants that it has the authority to execute the Agreement on such Customer’s
behalf and to act on behalf of such Customer, and only within the scope of such agency, with respect hereto.

10. Disclaimers.

COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT COMPANY WILL CORRECT
ALL ERRORS OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY
ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICE THAT ARISE FROM CUSTOMER CONTENT OR THIRD
PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. COMPANY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT
PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS
FOR A PARTICULAR PURPOSE.

11. Limitation of Liability.

IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE,
OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT
LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE
CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION.
COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL BE LIMITED TO THE
AMOUNT OF FEES CUSTOMER HAS PAID TO COMPANY IN THE 2 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE
LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF
COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

12. Indemnification.

Customer agrees to defend and indemnify Company and its affiliates from and against any legal action, demand, suit,
or proceeding brought against Company or its affiliates by a third party arising out of or related to the Customer
Content or Customer’s use of the Service.

13. Publicity.

Customer hereby consents to Company identifying Customer as a customer by name and logo in Company’s promotional
materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, Company
will have 30 days to process Customer’s request.

14. Assignment.

Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part
without the prior written consent of Company. Subject to the foregoing, this Agreement will inure to the benefit of,
be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.

15. Notices.

Any notice required under this Agreement will be provided to the other party in writing. If Customer wishes to
provide notice to Company, Customer will send notice via email to [email protected]. Company will send notices
to one or more contact(s) on file for Customer. Notices from Company, other than for a breach of this Agreement may
be provided within the Service.

16. Attorney’s Fees.

In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such
proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.

17. Relationship of the Parties.

This Agreement does not create any joint venture, partnership, agency, or employment relationship between the
parties.

18. No Third Party Beneficiaries.

This Agreement is being entered into for the sole benefit of the parties hereto, 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.

19. Equitable Remedies.

Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable
harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened
breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be
available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek
equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a
bond or other security.

20. Force Majeure.

Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations
(except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm,
explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other
cause that is beyond the reasonable control of such party.

21. Limitation of Claims.

No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer
more than six months after it first have actual knowledge of the facts giving rise to the cause of action.

22. FCPA Compliance.

Customer will comply with the United Stated Foreign Corrupt Practices Act (as amended) and any analogous law or
regulations existing in any other country or region in the Territory, in connection with its performance under this
Agreement. Customer shall not make any payment, either directly or indirectly, of money or other assets, including
but not limited to compensation derived from this Agreement, to government or political party officials, candidates
for government or political office, or representatives of other businesses or persons acting on behalf of the
foregoing, that would violate any applicable law, rule or regulation.

23. Export Compliance.

Customer must comply with United States, foreign and international laws and regulations, including without
limitation, the United States Export Administration Regulations and the United States Office of Foreign Asset
Control regulations, and other anti-boycott and import regulations. Such export laws govern use of the Service
including technical data and any Service deliverables provided under this Agreement and Customer agrees to comply
with all such laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer is
responsible for ensuring that no data, information, software programs and/or materials resulting from the Service
(or direct product thereof) will be exported directly or indirectly in violation of these laws. Customer will
indemnify Company for any violation by Customer of any applicable export controls or economic sanctions laws and
regulations.

24. Governing Law, Jurisdiction and Venue.

This Agreement will be governed by and construed in all respects in accordance with the laws of the state of
Colorado, without regard to its conflicts of laws principles. Each party hereby consents to the exclusive venue and
jurisdiction of the federal courts of Colorado.

25. Privacy, Acceptable Use.

By using the Service, in addition to these terms and conditions the Customer must acknowledge and agree to the terms
of:

• The Therapy Partner Privacy Policy, which can be found online at:
  https://app.therapypartner.com/privacy
• The Therapy Partner Acceptable Use Policy which can be found online at:
  https://app.therapypartner.com/aup
• Such other documents as required by Therapy Partner from time to time.

 

26. Severability, Waiver and Amendment.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such
provision will be changed and interpreted as to best accomplish the objectives of the original provision to the
fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any
term or right in this Agreement will be effective unless made in writing and signed by an authorized representative
of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver
of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this
Agreement, this Agreement may only be amended in writing signed by both parties hereto.

27. Counterparts, Entire Agreement and Order of Precedence.

This Agreement or any Order Form may be executed in one or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. This Agreement, together with any
Order Form(s) states the entire agreement of the parties regarding the subject matter of this Agreement, and
supersedes all prior proposals, agreements or other communications between the parties, oral or written, regarding
such subject matter. If an ambiguity or conflict exists among the documents the order of precedence will be: (a) the
terms and conditions of an Order Form; and (b) the terms and conditions of this Agreement. Any preprinted terms on
any purchase order are hereby expressly rejected by Company and will be of no force or effect.