URUS GROUP

v01.02 2026.02.11

Except to the extent otherwise agreed to in a duly signed writing: (1) each member of the URUS GROUP, a complete
list of which is posted at https://www.urus.org/URUSGROUP, only accepts orders and only provides its offerings (whether goods, items, rights, services, and/or other deliverables) pursuant to such member’s written and/or electronic terms and conditions for sales, which can be obtained from its representative and which include, but are not limited to, this document (this “Ts&Cs Agreement“); (2) such member’s acceptance of orders and its provision, and your acceptance, of such offerings are expressly made conditional on your assent to all of such terms and conditions; and + (3) if you (directly or indirectly) order or receive (after indicating a desire for) any such offering, you accept, assent to, and agree to be bound by such terms and conditions.

As used in this Ts&Cs Agreement, the term “Customer” means the customer that orders, purchases, receives, and
accepts one or more offerings (whether goods, items, rights, services, and/or other deliverables) of a member of the URUS GROUP, and the term “Supplier” means the member of the URUS GROUP that accepts such an order from
Customer and/or that provides one or more of its offerings to Customer. In consideration of the mutual representations, warranties, and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Customer and Supplier, the Parties (as this and all capitalized terms are defined in this Ts&Cs Agreement) agree as set forth above and below.

Except to the extent otherwise set forth in Supplier’s other written and/or electronic terms and conditions for sales that can be obtained from Supplier’s representative (each of the foregoing, a “Specific Term” and all of them, together with this Ts&Cs Agreement, this “Agreement“), including on Supplier’s website, and except to the extent otherwise agreed to in a Duly Signed Writing by Customer and Supplier (each, a “Signed Agreement“), which Signed Agreement takes precedence over any conflicting Specific Term:

1. Applicability; Incorporation.
1.1 This Agreement sets forth the terms and conditions that apply to all orders and other requests by (or on behalf of) Customer for any Supplier offering (each, an “Order“) and to all Supplier offerings, whether goods, items, rights, services, and/or other deliverables, (each, an “Offering“) to Customer directly or indirectly. Each of Supplier’s
acceptance of an Order and each provision of an Offering (directly or indirectly) is expressly made conditional on assent to this Agreement, and by providing any Order for any Offering, by receiving (after indicating a desire for) any such Offering, Customer shall be bound by this Agreement, whether or not Customer acknowledges or otherwise signs it, and such Order/receipt constitutes Customer’s assent to this Agreement.
1.2 This Agreement is deemed to be incorporated into (as if fully restated in) each Signed Agreement, Order, and written or electronic communication or document exchanged between Customer and Supplier (together, the “Parties“, and each, a “Party“). If a specific version of this Agreement is not referenced therein or attached thereto, the version that is applicable thereto is (1) the version of this Ts&Cs Agreement posted at https://www.urus.org/TsCsforSales, plus (2) version of the Specific Terms posted on Supplier’s website, in each case, as so posted on the date of such Signed Agreement, Order, or communication/document.
1.3 Each Signed Agreement that is referred to as a master agreement or that is otherwise designed to apply to and/or
govern one or more other Signed Agreements or Orders (each, a “Master Agreement“) is incorporated into each of its
Signed Agreements and Orders pertaining to the subject matter of such Master Agreement (each, a “Statement of Work“).

2. Orders – Generally.
2.1 All orders and other requests by (or on behalf of Customer) for one or more Offerings (together, “Orders“) are subject to Supplier’s acceptance or rejection in whole or in part. Customer shall never allege that an Order or change to or cancelation of an Order is ever accepted (whether in whole or in part) unless any such acceptance is in a written or electronic communication using a form of the word ‘Accept’. Once an Order is submitted, no revocation of, change to, alteration of, or cancellation of that Order by (or on behalf of) Customer is effective, except to the extent accepted by Supplier.
2.2 As it relates to any Order that is accepted by Supplier (an “Accepted Order“): (1) the delivery date that is last communicated to Customer does not become final/accepted until it is less than two business days away, and the Offering’s availability last communicated to Customer does not become final/accepted until such Offering is delivered.
2.3 The only terms and conditions of an Order that have any force or effect shall be: (1) those set forth in any applicable Signed Agreements; (2) any applicable Specific Terms; (3) this Ts&Cs Agreement; and (4) the Description of What is  to be Purchased in any Accepted Orders (all together, the “Authorized Terms“). In the case of any conflict between and/or among any of the foregoing, they control/govern in the following order: (a) first, the Description of What is to be Purchased in an Accepted Order (newest to oldest) controls/governs; (b) second, Signed Agreements controls/governs (newest to oldest, except that any Master Agreement controls over any other Signed Agreements to which the Master Agreement applies (newest to oldest)); (c) third, any applicable Specific Terms (newest to oldest) control/govern; and (d) fourth, this Ts&Cs Agreement governs (newest to oldest unless only one version forms a part of the Authorized Terms).
2.4 No additional or different terms and conditions on any Order, confirmation form, acceptance form, and/or other preprinted and/or automatically generated written and/or electronic form, on any website, computer program, computer system, and/or computer portal, and/or in any other written and/or electronic communication/document, in each case, used by either Party in the order and acceptance process shall have any force or effect whatsoever. NO ADDITIONAL OR DIFFERENT TERM OR CONDITION DELIVERED BY EITHER PARTY (WHETHER IN THE OFFER/ACCEPTANCE PROCESS OR OTHERWISE) NOR ANY ATTEMPT TO VARY, IN ANY DEGREE, THE AUTHORIZED TERMS SHALL OPERATE AS A COUNTEROFFER TO, OR A REJECTION OF, THE OFFER/ORDER, THE ACCEPTANCE, THE SPECIFIC TERMS, THIS TS&CS AGREEMENT, OR ANY SIGNED AGREEMENT (EXCEPT, IN EACH CASE, TO THE EXTENT AGREED TO IN A SIGNED WRITING (AS DEFINED ABOVE)). ANDY ACCEPTED OFFER/ORDER SHALL BE DEEMED ACCEPTED WITHOUT SUCH ADDITIONAL OR DIFFERENT TERM OR CONDITION OR VARIANCE, AND NOTICE OF OBJECTION TO SUCH ADDITIONAL OR DIFFERENT TERM OR CONDITION OR VARIANCE, AND REJECTION OF EACH, IS HEREBY EXPRESSLY GIVEN. Customer shall never allege that any prior course of dealing, usage of trade, and/or verbal agreement not reduced to writing as a Supplier Consent is binding on Supplier. 2.4 Accepted Orders are binding on Customer and Supplier subject to the Authorized Terms, but Supplier is not required to accept any future and/or additional Orders (and Supplier does not guarantee that it will supply Customer’s requirements, nor does Supplier guarantee any other quantity/volume and/or that Customer has any exclusivity), except, in each case, to the extent otherwise unequivocally agreed to by Supplier (such as would be the case if set forth explicitly as a Supplier ‘GUARANTEE’ (using that word or a variation thereof directly in connection therewith) in an applicable Signed Agreement. Supplier does not otherwise guarantee the availability of its Offerings and, as such, shall not be liable for Allowances or other costs or deductions when Offerings are not available.

3. Allowances.
If, in Supplier’s sole discretion, Supplier ever offers to provide any allowance, credit, refund, billback, discount, marketing fund, merchandising fund, or other trade fund, promotional payment, etc. (each, an “Allowance“), Supplier is not be liable to pay it if there has not been full compliance with its terms and conditions. For example, Supplier’s resellers may be required to pass through to their direct and/or indirect customers the Allowance in order to qualify for it. Failing to do so would mean that Supplier is not liable for any such Allowance. As a further example, without limitation, if an allowance has a specific time period during which it is applicable, Supplier is not liable for that Allowance to the extent related to services performed outside of that time period.

4. Payments; Obligations of Customer.
4.1 Customer shall pay interest on all past due amounts (from the date they are past due) at a rate that is equal to the
lesser of 1.5% per month or the maximum amount allowed by law. To the extent permitted by law, Customer shall also
pay all costs and expenses involved in collection (including, but not limited to, attorneys’ fees and expenses) as well
as administrative fees. Supplier may suspend any and/or all performance until all past due amounts have been paid.
4.2 Customer shall not set off any payment obligations under the Authorized Terms.
4.3 Customer shall Customer shall comply with all applicable laws, order, rules, and regulations, and shall not permit or engage in any other Customer Misconduct. Customer shall permit audits to verify compliance with the foregoing by
Supplier and/or Supplier’s third-party representatives. Supplier agrees that such auditor will act in good faith to minimize any disruption to Customer. Supplier shall indemnify, defend (at Customer’s election), and hold harmless Customer, its Affiliates, and its and their Personnel from and against any and all direct and third-party (including governmental entities’/agencies’/authorities’ and Customer’s Personnel’s) Claims that are connected with, arise out of, and/or are related to (and in connection with defense obligations and the costs thereof allegedly are connected with, arise out of, and/or are related to) any Customer Misconduct and any and all associated Losses.

5. LIMITATION OF LIABILITY; DISCLAIMER OF IMPLIED WARRANTIES; DISCLAIMER OF REPRESENTATIONS
OUTSIDE OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE OTHER AUTHORIZED TERMS, SUPPLIER HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS AND/OR WARRANTIES (INCLUDING ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINTERFERENCE AND/OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, AND/OR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION). THE FOREGOING DISCLAIMER DOES NOT AFFECT THE TERMS OF ANY WARRANTY FROM THIRD PARTIES (THAT ARE NOT SUPPLIER’S AFFILIATES AND/OR ITS AND/OR THEIR PERSONNEL). IF SUPPLIER HAS PROVIDED NO WARRANTY IN THE OTHER AUTHORIZED TERMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OFFERING IS PROVIDED BY SUPPLIER “AS IS” AND “WITH ALL FAULTS” WITHOUT ANY WARRANTIES WHATSOEVER, AND CUSTOMER IS NOT RELYING ON ANY DESCRIPTION, STATEMENT, SPECIFICATION, PHOTOGRAPH, ILLUSTRATION OR OTHER COMMUNICATION REPRESENTING THE OFFERING. ANY WARRANTY THAT THE LAW DOES NOT RECOGNIZE AS BEING DISCLAIMED OR WAIVED IS LIMITED TO THE DURATION OF TEN (10) DAYS OR SUCH LONGER TIME AS MAY BE REQUIRED BY APPLICABLE LAW. Unless otherwise stated in the other Authorized Terms or required by law, any description of an Offering is for identification purposes only, and Customer assumes all risks, including responsibility for damage to persons and property, arising out of and/or related in any way to the Offering, and, in such case, Customer expressly waives any claim that it may have against Supplier based on any product liability and/or any infringement and/or alleged infringement of any Intellectual Property rights (each a “Product Liability Claim”) with respect to the Offering and also waives any right to indemnification from Supplier from and/or against any such Product Liability Claim made against Customer by a third party, in each case, to the fullest extent permitted by applicable law.

6. LIMITATION OF LIABILITY; WAIVER. Notwithstanding anything to the contrary and to the maximum extent permitted by law, IN NO EVENT SHALL SUPPLIER AND/OR ANY OF ITS AFFILIATES (AND/OR ANY OF ITS OR THEIR PERSONNEL, SUCCESSORS, AND/OR ASSIGNS) BE LIABLE TO CUSTOMER OR ANY OTHER PERSON (WHETHER AN INDIVIDUAL, ENTITY/ORGANIZATION, OR OTHERWISE) FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, INDIRECT, CONSEQUENTIAL, AND/OR SPECIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION, LOST BUSINESS, LOST AND/OR CORRUPTED DATA, LOST PROFITS, LOST SAVINGS, DAMAGE TO GOODWILL AND/OR REPUTATION, AND/OR DEGRADATION IN VALUE OF BRANDS, TRADE NAMES, SERVICE NAMES, AND/OR SERVICE MARKS) EVEN IF IT/HE/SHE HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, FAILURE TO WARN, AND/OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION,
AND/OR OTHERWISE, AND REGARDLESS OF THE FORM OF DAMAGE, CLAIM, LIABILITY, COST, EXPENSE,
AND/OR LOSS.

7. LIMITATION OF LIABILITY; LIABILITY CAP. IN THE EVENT OF ANY LIABILITY INCURRED BY SUPPLIER AND/OR ANY OF ITS AFFILIATES AND/OR ANY OF ITS AND/OR THEIR PERSONNEL, THEIR AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FOR THE PORTION OF THE OFFERING THAT IS THE SUBJECT OF THE CLAIM; provided, however, that for the avoidance of doubt, no liquidated damages owed by one Party to the other Party under the Authorized Terms shall be deemed to be limited by the foregoing sentence, and the foregoing shall not be interpreted to limit Supplier’s rights and remedies to collect the payments and/or reimbursements described in the Authorized Terms, including the full purchase price (even though part of the purchase
price is profit).

8. LIMITATION OF LIABILITY; REMEDIES. Customer may not institute any action in any form more than one year after the cause of action has arisen. Supplier shall have no liability to any subsequent purchaser of any Offering and/or to the ultimate or other user of any Offering, in contract, tort, warranty, strict liability, and/or otherwise. Customer’s exclusive right for recovery in connection with any defective Offering is limited to repair, replacement, reperformance, or refund (at Supplier’s option) of such Offering, except for any express obligations of Supplier under the Authorized Terms in connection with any governmentally-mandated recall and the reimbursement of third-party costs and losses,
in each case, to the extent they are direct, actual, and reasonable and directly caused by such governmentallymandated recall.

9. Force Majeure. Supplier is not responsible for, and shall not be liable for any losses or other damages resulting from, any delay and/or inability to perform if due to the following: any situation and/or circumstance whose cause is beyond
its reasonable control, including those that are an act of God (including any hurricane, typhoon, drought, earthquake,
lightning, snowstorm, or other adverse weather condition or natural calamity); an act or threat of war (including, but not limited to, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, rebellion, revolution, insurrection, military, or usurped power, or civil war), terrorism, civil disorder, nuclear or utility incident, manmade environmental or natural calamity, explosion, fire, embargo, change in any law, order, rule, or regulation, epidemic, pandemic, infectious disease, illness, injury, famine, plague, quarantine, travel restriction, accident, flood, sabotage, or damage to tangible property; a riot, lockout, strike, slowdown, injunction, or labor dispute,
in each case, even if reasonably preventable by Supplier by acquiescing to labor’s demands; a delay in transportation; or a delay, disruption, or shortage of energy, utilities, labor, materials, equipment, or facilities, including a delay or failure of a third-party vendor selected by Supplier to be used in Supplier’s performance, to provide that which is reasonably required for performance of such obligations.

10. Assignment. Neither the Authorized Terms nor any right or obligation under any of them may be Assigned by Customer, without Supplier’s prior consent, which consent shall not be unreasonably withheld, delayed, or conditioned. As used herein, “Assigned” means transferred, delegated, pledged, hypothecated, or otherwise disposed of, in any voluntary or involuntary manner (whether by transfer, merger or reorganization or similar transaction, consolidation, sale of all or substantially all properties and/or assets, acquisition, affiliation, division, conversion, dissolution, liquidation, or otherwise), and the capitalized terms “Assignment“, “Assignor“, and “Assigns” relate to each and all of the foregoing. Any purported Assignment by one Party without the consent required by this Section 10 is null, void, and unenforceable against the other Party. No permitted Assignment shall relieve the Assignor of its obligations incurred prior to the date of the Assignment. Subject to the foregoing, the Authorized Terms and the rights and obligations of the Parties thereunder shall be binding upon and inure to the benefit of the Parties’ successors in interest and permitted Assigns.

11. Amendments/Modifications; Waivers.
11.1 No Signed Agreement may be amended/modified by either Party unless each Party amends/modifies it via a Duly Signed Writing using a form of the word “amends” therein. As used herein: (1) a “Duly Signed Writing” or a “duly signed writing” means a writing signed via handwriting/wet-ink or signed via an electronic signature authorized by Section 21 below, in each case, delivered via non-electronic means or delivered via the electronic means authorized by Section 21 below, and (2) a “Supplier Consent” is Supplier’s consent set forth in a Duly Signed Writing. 11.2 Except to the extent otherwise expressly authorized in any other Authorized Term, neither Party may amend/modify any other Authorized Term without the other Party’s consent via a Duly Signed Writing. 11.3 None of the Authorized Terms may be waived by Supplier unless waived via a Supplier Consent.
11.4 No waiver shall constitute a waiver of any other identical, similar, future, and/or other breach or matter.
11.5 No waiver, amendment, and/or modification made in a Statement of Work shall be applicable to any future and/or
other Statement of Work.
11.6 Any delay or failure by either Party to exercise any right or remedy shall not constitute a waiver by that Party to
thereafter enforce such right and obtain such remedy.

12. Severability; Order of Precedence. If any term or condition (or any portion of any term or condition) in any Authorized Terms is held to be invalid, illegal, or unenforceable, then to the extent allowed by law: (1) the same shall be construed and enforced so as to best effectuate the original intention of the Parties; and (2) such invalidity, illegality or
unenforceability shall not affect any other term or condition therein or the whole thereof.

13. Notices.
13.1 Each Party shall provide notices under the Authorized Terms in writing (and not electronically) and will be deemed
received upon the earlier of actual or constructive receipt, five days after mailing if mailed postage prepaid by certified
or registered mail or airmail, return receipt requested, or one day after such notice is sent by nationally recognized overnight mail or courier (subject to confirmation of delivery) to the address listed in the Authorized Terms as the address to use for purposes of notices (or if no address is so designated, to its registered agent within the state or country of its organization/formation), or to such other address as may be designated in a Duly Signed Writing as the address to use for purposes of notices. Notices to Supplier must include a copy sent simultaneously to:
[email protected].
13.2 EACH PARTY IRREVOCABLY CONSENTS THAT THE MAILING OF PROCESS OR OTHER PAPERS IN THE MANNER PROVIDED IN THIS SECTION 13 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

14. Intellectual Property. Each Party shall retain sole ownership of all right, title, and interest in and to all of its Intellectual Property except to the extent express stated otherwise in the applicable Signed Writing and/or Specific
Terms. As used herein, “Intellectual Property” means all United States and international patents, copyrights, trademarks, service marks, trade names, symbols, logos, trade secrets and know-how, the content and materials on website, ideas, methods, and other proprietary rights in intellectual property of whatever type whatsoever, as well as confidential and/or proprietary material, whether in visual, oral, written, and/or electronic form.

15. Governing Law; Exclusive Jurisdiction.
15.1 Except as required by U.S. federal law, each of the Authorized Terms, each other written or electronic communication/document in connection with the foregoing, and/or each of the rights and obligations of the Parties and each claim related to and/or arising out of any of the foregoing and/or the breach thereof, including any question regarding the existence, validity, and/or termination of any agreement between the Parties (whether sounding in contract, warranty, tort. or otherwise) shall: (1) be governed, construed, and enforced in all respects (including as to validity, construction, interpretation, capacity, performance, and effect) by and in accordance with the internal laws of the State of Wisconsin, U.S.A., without regard to conflicts of laws rules; and (2) not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended (collectively, the “Conventions”). For the avoidance of doubt, the Conventions are hereby excluded.
15.2 ANY LITIGATION/ACTION SHALL BE BROUGHT EXCLUSIVELY IN DANE COUNTY, WISCONSIN, U.S.A. EACH PARTY IRREVOCABLY CONSENTS AND SUBMITS (IN THE CASE OF LITIGATION/ACTION) TO THE JURISDICTION OF SUCH U.S. FEDERAL AND STATE COURTS LOCATED IN WISCONSIN AND WAIVES THE RIGHT TO CHANGE VENUE. SUCH WISCONSIN STATE AND FEDERAL COURTS SHALL CONSTITUTE THE EXCLUSIVE COURTS OF COMPETENT JURISDICTION AND VENUE FOR PURPOSES OF ANY DISPUTE (INCLUDING ALL QUESTIONS OF JURISDICTION).
15.3 Notwithstanding the means and methods of resolving any dispute between the Parties and/or the location thereof: 
(1) a judgment in any action and/or a decision in any arbitration may be enforced in any other jurisdiction by suit on the judgment/decision; and (2) any action for equitable relief may be brought in any court having personal jurisdiction over the defendant. 

16. Non-U.S. Entities/Organizations. If Customer is not a U.S. resident or an entity/organization organized under the laws of any U.S. state, and if Supplier so elects (in its sole discretion), notwithstanding anything to the contrary, each dispute arising out of or in connection with the Authorized Terms, each other written or electronic communication/document in connection therewith, and/or each of the rights and obligations of the Parties and each claim related to and/or arising out of any of the foregoing and/or the breach thereof, including any question regarding the existence, validity, and/or termination of any agreement between the Parties (whether sounding in contract, warranty, tort. or otherwise) will be referred to and finally resolved by arbitration under the rules of or by the London Court of International Arbitration (the “LCIA Rules“), which LCIA Rules are deemed to be incorporated into (as if fully restated in) this Agreement, where: (1) the number of arbitrators shall be one; (2) the language to be used in the arbitral proceedings shall be English; and (3) the seat, or legal place, of arbitration shall be: (a) Madison, Wisconsin, U.S.A. if this Agreement (or any portion thereof) is incorporated into any Signed Agreement and if any state or federal court in the United States would have personal jurisdiction over Customer whether by agreement or otherwise, and if not, (2) Amsterdam, the Netherlands.

17. Independent Contractors. Nothing contained in this Agreement, any other Authorized Terms, any Supplier Consent,
and/or any other written or electronic communication/document in connection with any of the foregoing is intended to constitute or create an agency, a joint venture, a partnership, and/or a formal business organization of any kind. The
status of the Parties with respect to one another is that of independent contractors. 

18. Product of Negotiation. Each Signed Agreement is the product of negotiation and shall be deemed to have been drafted by both of the Parties, and any rule of law or any legal decision that would require interpretation of any claimed ambiguities herein and/or therein against the Party that drafted it has no application and is expressly waived by the Parties.

19. Survival. Upon the expiration or termination of any Signed Agreement and/or Accepted Order, all rights and obligations of the Parties thereunder relating thereto (except as it relates to: (1) any open Statement of Work under any Master Agreement unless and until the Statement of Work itself is has expired/terminated, and/or (2) any open Accepted Orders under any Signed Agreement unless and until the Accepted Order itself has expired/terminated) shall automatically terminate except for any right of action occurring prior to termination/expiration and payment obligations and other terms and conditions that expressly and/or by implication are intended to survive termination/expiration (including any that pertain to limitation of liability, indemnity, representations and warranties, title, confidentiality, and this survival provision).

20. Headings. Headings and captions in the Authorized Terms and/or Supplier Consents and any tables of contents are inserted and used solely for convenience of reference and shall not control or otherwise affect interpretation.

21. Electronic Delivery; Electronic Signatures.
21.1 Each Party consents to the use of electronic delivery of communications/documents, and each such electronic delivery is deemed to have the same legal effect as hand delivery, where examples of electronic delivery include a sent email, an upload to a web portal, or a submission using software such as DocuSign®. Each Party further consents to the use of electronic signatures on and within communications/documents, and each such electronic signature is
deemed to have the same legal effect as an original, wet-ink signature, where examples of an electric signature include a .pdf or other copy of a handwritten signature or a signature in the form of one or more keystrokes or movements using electronic devices (such as checking a box with a keystroke, signing using a mouse, signing using software such as DocuSign® or Adobe®, or otherwise), except that each of the foregoing, to be binding against Supplier, must have the appearance of a cursive signature. No Party may object to the use of such authorized electronic signatures or such authorized electronic delivery as a defense to the formation of a contract, forever waiving any and all such defenses, except, in each case, those defenses that would have been available were the communication/document a handdelivered, original, wet-ink signed document.
21.2 Notwithstanding the foregoing, however, a typed name in the body or closing of an email or in a text message is not deemed to be an electronic signature or an intention to make an agreement by electronic means unless otherwise stated explicitly within such email or text message.

22. Counterparts. Each Signed Agreement may be signed in separate counterparts, each of which shall be deemed
an original and all of which together shall be deemed to be one and the same document.

23. More Definitions; Interpretation. As used in this Agreement, Signed Agreements, Supplier Consents, Orders, Specifications, and other written or electronic communications/documents in connection with any of the foregoing: (1) the phrase “such as” and the phrase “for example” each means ‘for example, but not by way of limitation’; (2) a capitalized term that is a grammatical form of a defined term has a corresponding meaning; (3) the word “including” and “includes” and any other similar expressions are not words of limitation, but rather indicate concepts such as ‘including, but not limited to’ and ‘includes, but is not limited to’; (4) wherever appropriate, the singular includes the plural, and the plural includes the singular; (5) words importing one gender include all other genders and expressions of non-gender; (6) references to a “Party” included that Party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation), and permitted Assigns; (7) “Affiliates” of a specified entity/organization means all other entities/organizations that are directly or indirectly controlled by, controlling, or under common control with such specified entity/organization, where “control” (including, with its correlative meanings, “controlling“, “controlled by” and “under common control with”) means the direct or indirect ownership of at least fifty percent (50%) of the voting securities or equity interests, or the ability to direct the management and policies, of such entity/organization through ownership, contract, or otherwise; (8) the “Description of What is to be Purchased” means what Customer is ordering/requesting with respect to price, quantity, identification (such as name, and/or number/SKU), delivery location(s), and quality (such as ‘new’ or ‘used’), in each case, as contained in an Accepted Order; (9) “Personnel” means agents, representatives, officers, owners, members, directors, managers, employees, and subcontractors (and the agents, representative, officers, owners, members, directors, managers, employees, and subcontractors of such subcontractors) and/or any and/or each of them; (10) “Customer Misconduct” means each of: (1) Customer’s breach of any representation, warranty, covenant, and/or other term and/or condition in this Agreement and/or any other Authorized Term; and/or (2) any negligence, willful misconduct, fraud, and/or other tortious act and/or tortious failure to act of Customer, any of its Affiliates, and/or any of its and/or their Personnel; (11) “Claims” means claims, allegations, actions, causes of actions, and demands; and (12) “Losses” means judgments and awards resulting from Claims, settlements of such Claims (to the extent such settlements are made with both Supplier’s and Customer’s approval via a Duly Signed Writing, which approval shall not be unreasonably withheld, delayed, or conditioned (each, a “Settlement“)), and direct and/or third-party bodily injuries, illnesses, property damages, penalties, fines, liabilities, deficiencies, costs, expenses, losses, liabilities, and other damages (including all reasonable attorneys’ fees and other reasonable defense and investigation costs and expenses).

24. LIMITATION OF LIABILITY; ENFORCEABILITY. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE OFFERINGS AND THAT SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A FUNDAMENTAL PART OF THE AGREEMENT BETWEEN CUSTOMER AND SUPPLIER. 

25. REVISIONS. THIS TS&CS AGREEMENT IS SUBJECT TO CHANGE (INCLUDING BY ADDITION,
MODIFICATION, AND/OR DELETION) BY SUPPLIER AT ANY TIME WITHOUT NOTICE. THE LATEST VERSION
WILL BE POSTED AT HTTPS://WWW.URUS.ORG/TSCSFORSALES.