The below terms and conditions are incorporated into the agreement (the “CandidPro Agreement”) between Candid Care Co. (referred to as “Candid,” “we,” “our,” or “us”) and the applicable CandidPro provider who has entered into a services agreement with Candid (the “Practice” or “CandidPro provider” or “you”).
The CandidPro Agreement, these CandidPro Provider Terms and Conditions (the “Terms and Conditions”), the Terms of Use, the Privacy Policy (“Privacy Policy”), the Business Associate Addendum, and any additional terms for a product or service (references to “Services” shall be understood to be inclusive of associated products, such as aligners), whether provided separately or incorporated herein ("Supplemental Terms"), form a legally enforceable contract between you and Candid for the Services you purchase or access from Candid and are collectively referred to as the “Agreement.” We use some defined terms herein that are described in Section 26 below. In case of a conflict between these Terms and Conditions and the CandidPro Agreement, these Terms and Conditions shall control. Defined terms used in these CandidPro Provider Terms and Conditions and in the Terms of Use shall have the same meaning unless otherwise specified.
1. PROVIDER OBLIGATIONS. You agree that you are the treating provider. Candid works with the CandidPro provider to make available support related to treatment planning, remote monitoring and the use of aligners, but all clinical decisions rest with the CandidPro provider. No Candid employee or consultant is intended to provide any clinical advice, and no Candid employee or consultant intends to enter into a doctor-patient relationship with any person. Any clinical questions or issues should be directed to you, i.e., the CandidPro provider.
All questions related to clinical care, billing, records, refunds, insurance and complaints are your responsibility, not Candid’s. Candid’s Customer support will generally only handle questions about: delivery or receipt of aligners; routine questions about cleaning or maintaining aligners; questions about the use of the monitoring software, and other routine, non-clinical questions. If a patient calls Customer Support with questions outside of these areas, the patient will be redirected to you.
You will have your own form of Informed Consent, Privacy Policy/Notice of Privacy Practices and other policies and terms and conditions applicable to your relationship with your patient. Any issues concerning those matters should be directed to you. These Terms and Conditions, as applicable, as well as the terms and policies of the applicable CandidPro provider, apply to patients who receive services from a CandidPro provider.
You agree that to purchase or access our Services, you must be licensed or registered to practice dentistry or orthodontics without restriction in the jurisdiction to which we are shipping products or providing Services to you (or at your direction). You agree that you have the necessary expertise, experience, and training to competently use and provide our products and Services to the public, particularly prescription-required products or Services. You agree that you have the requisite corporate authority to bind your Practice to the Agreement and any agreement you enter into with us. If any professional license or registration expires, is suspended, revoked, or restricted in any way, you agree to notify us immediately, and to notify us of any qualified provider caring for your patients in such circumstance, and we will have the right to restrict, suspend or terminate any agreement, your account, your access to any applications, products and Services.
2. COMPLIANCE. Practice and Candid shall each comply with applicable law with respect to the Services. Candid and Practice agree that nothing in this Agreement or with respect to the Business is intended to compensate either party for the referral of any patient, and the Fees and the terms of this Agreement were negotiated at arm’s length, and are commercially reasonable and consistent with fair market value. Each party shall promptly notify the other in the event it is or becomes aware of any investigation or proceeding, or any written or other material threat of legal action related to the legality of the Services, the Business or this Agreement. Each party represents that it is not subject to any restrictions, legal or contractual, on its entry into this Agreement or performance hereunder. Practice represents that it and its providers have and shall maintain throughout the term of this Agreement, all necessary licenses and certifications required by law in connection with serving its patients. By signing the CandidPro Agreement, you agree to the terms of the Business Associate Addendum (available at https://www.candidco.com/legal/business-associate-addendum), which are incorporated into the CandidPro Agreement by reference. Practice shall not use the Services in connection with providing care to any person covered by Medicare, Medicaid and Child Health Plus or any other federal or state health care program (as defined in 42 USC §1320a-7b(f)).
3. LICENSE. Candid and Practice hereby grant each other a non-exclusive license, for the term of the Agreement, to use each other’s names and marks for the purposes of providing, operating and promoting the Services, and for no other purpose. Candid may list the name of Practice as a CandidPro provider, and use the name for administrative and finance purposes. Candid shall not use the name of Practice for advertising the Practice specifically (other than in a list of providers or a provider directory) without approval of content by Practice. Nothing in this Agreement transfers any right to the Practice of any Candid trademarks, trade names or other intellectual property.
4. SCOPE OF CASES AND SERVICES. A Case Fee pays for a single approved treatment plan and the aligners required to implement such plan, plus unlimited refinements/treatment adjustments subject to the requirements in this section. The unlimited refinements/treatment adjustments will be free of charge, provided that (i) the Case is active (as defined below) and (ii) Practice is not in default under this Agreement or any other agreement with Candid. All cases will be considered “active” except if any of the following conditions have occurred: (A) it has been more than 180 days since the completion of the final aligner stage in a patient’s most recent treatment plan or most recent refinement treatment plan, as the case may be; (B) more than 3 years have elapsed since the original aligner shipment date; or (C) the Case has been indicated as “complete” by the treating provider in the CandidPro portal. Candid’s refinement policies described herein may change from time to time at Candid’s discretion and upon notice to the Practice.
5. CONFIDENTIALITY. All non-public, confidential or proprietary information of each party or its affiliates, including without limitation specifications, samples, patterns, designs, plans, drawings, documents, data, trade secrets, business operations, customer lists, pricing, discounts or rebates, disclosed by such party (“Disclosing Party”) or any of its affiliates or their respective employees, agents or representatives to the other party (“Recipient”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement, is confidential, is disclosed solely for the purpose of performing this Agreement and may not be disclosed unless authorized by Disclosing Party in writing. Upon Disclosing Party’s request, Recipient will promptly either return or destroy all documents and other materials received from Disclosing Party and its affiliates. This Section does not apply to information that: was in the public domain at the time of Recipient’s receipt of such information; at the time of disclosure was already known by the Receiving Party; or becomes available to the Recipient on a non-confidential basis from a source that, to the knowledge of the Recipient, is not prohibited from disclosing it on a non-confidential basis. Recipient: (i) acknowledges that failure to comply with this Section will cause Disclosing Party irrevocable harm and that a remedy at law for such a failure would be an inadequate remedy for Disclosing Party; and (ii) consents to Disclosing Party’s obtaining from a court having jurisdiction specific performance, an injunction, a restraining order or any other equitable relief in order to enforce this Section. The right of Disclosing Party to obtain such equitable relief is in addition to, and not in lieu of, any other remedy (including without limitation monetary damages) to which Disclosing Party is entitled under applicable law.
6. TERM AND TERMINATION. The Term of the Agreement shall be twelve months from the date of execution of the CandidPro Agreement (the “Initial Term”). This Agreement will be automatically renewed for successive twelve-month periods (each a “Renewal Term”) unless either the Practice or Candid notifies the other party in writing of its intention not to renew this Agreement forty-five (45) days prior to the end of the Initial Term or any Renewal Term. Candid also has the right to immediately terminate this Agreement if the Practice ceases to do business in the normal course, is declared bankrupt or insolvent, or makes an assignment for the benefit of creditors.
7. INDEMNIFICATION. To the fullest extent permitted by law, the CandidPro provider (the “Indemnifying Party”) shall defend, indemnify and hold harmless Candid, its officers, directors, shareholders, members, managers, employees, agents and representatives (collectively, the “Indemnified Parties”), from and against any claims, allegations, damages, awards, judgments, and expenses of every kind or character, including, but not limited to, attorney’s fees and expert costs, (“Losses”) which may arise out of or result from in whole or in part by (i) the gross negligence or willful misconduct of the Indemnifying Party, or their employees, agents, or representative’s performance of the terms of the Agreement; (ii) any clinical decisions, or clinical performance or services of the Indemnifying Party, or their employees, agents, or representatives in their performance of their obligations under the Agreement and the conduct of its Business; (iii) the Indemnifying Party’s breach of any term of this Agreement, or any agreement with Candid; (iv) the Indemnifying Party’s breach of any term of any agreement between you and your patient, or any acts or omissions in respect of a patient; (v) your use of any product or Service, including your provision of incorrect or incomplete content or information, or any failure to timely provide us with any other information we request from you; and, (vi) user content.
Indemnifying Party’s obligation to defend Indemnified Parties shall be immediate upon written notice by Indemnified Parties to Indemnifying Party. Indemnifying Party, at its expense, shall assume control of its defense and resolution of each claim using legal counsel approved by the Indemnified Party, such approval not to be unreasonably withheld, and keep Indemnified Party fully and timely informed of the progress of such defense and resolution. With respect to each claim, Indemnified Party shall have the right to retain independent legal counsel and monitor such claim’s defense and resolution. Indemnifying Party and its legal counsel shall fully cooperate with Indemnified Party and its legal counsel in providing such information as they may reasonably request. If Indemnified Party, acting reasonably, determines that Indemnifying Party has failed to (i) defend a claim to Indemnified Party’s reasonable satisfaction or (ii) take timely and reasonable steps to resolve a claim, Indemnified Party shall have the right, but not the obligation, to assume control of the defense and resolution of such claim at Indemnifying Party’s expense; provided that, if Indemnified Party assumes such control, (a) Indemnified Party shall keep Indemnifying Party reasonably informed of the progress of resolution of the claim, (b) shall consider in good faith comments from Indemnifying Party regarding the defense and resolution of such claim, and (c) Indemnifying Party shall be bound by the results obtained by Indemnified Party with respect to the claim. Indemnifying Party shall not confess judgment or settle, compromise or resolve any claim without the written consent of the Indemnified Party, such consent not to be unreasonably withheld.
8. DISCLAIMER OF WARRANTIES. We do not guarantee, represent or warrant that your use of our Services will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the Service is at your sole risk. The products and Services delivered to you are provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title and non-infringement.
9. LIMITATION OF LIABILITY. CANDID SHALL NOT BE LIABLE TO THE CANDIDPRO PROVIDER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF GOODWILL, LOSS OF USE, OR LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED, OR FAILURE OF ANY DELIVERABLE PROVIDED HEREUNDER TO PERFORM IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED OR COULD HAVE BEEN REASONABLY FORESEEN BY THE OTHER PARTY. LIABILITY, IF ANY, ON ANY CLAIM FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES (FOR CLARITY, DIRECT DAMAGES MAY INCLUDE DAMAGES PAID OUT TO THE THIRD PARTY). EXCEPT AS PROVIDED IN THIS SECTION, CANDID SHALL NOT BE REQUIRED TO PAY DAMAGES UNDER THIS AGREEMENT IN EXCESS OF THE AMOUNT PAID BY PRACTICE TO CANDID FOR PRODUCTS AND SERVICES IN THE IMMEDIATELY PRECEDING 12 MONTHS PRIOR TO SUCH CLAIMS.
THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CANDID AND YOUR EXCLUSIVE REMEDIES CONCERNING THE AGREEMENT AND ANY PRODUCTS OR SERVICES, INCLUDING THEIR USE. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH CANDID AND ANY AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR OUR PRODUCTS AND SERVICES ARE BASED IN PART ON, AND REFLECTIVE OF, THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY IN THE AGREEMENT AND THAT SUCH DISCLAIMERS AND LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN YOU AND CANDID. CANDID DOES NOT SEEK TO, AND THE AGREEMENT DOES NOT LIMIT YOUR WARRANTIES, OTHER RIGHTS, AND REMEDIES, OR THE LIABILITY OF CANDID FOR DAMAGES OR LOSSES TO THE EXTENT SUCH LIMITS ARE NOT PERMITTED UNDER APPLICABLE LAW.
10. Dispute Resolution. The parties agree that any disputes arising out of or related to this Agreement will be resolved as follows:
a. in the event of a dispute arising out of or relating to this Agreement, prior to engaging in any litigation, arbitration or mediation the parties shall attempt in good faith to resolve the dispute through good faith discussions and negotiations for not less than twenty (20) days. Any party may trigger the twenty (20) day good faith negotiation period, by providing written notice in accordance with the notice provisions of this Agreement to the other party and cite their intent to trigger this provision; if the matter is not resolved within 20 days through good faith negotiation, the parties agree that any and all disputes (subject to specific Arbitration Exceptions set forth below) arising out of or related to this Agreement or any aspect of the relationship between you, on the one hand, and Candid or its contractors, personnel, directors, affiliates or suppliers, on the other hand, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that you are waiving the right to trial by a judge or jury. You further agree as detailed below that any arbitration under this agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you waive your rights to participate in a class-action lawsuit, collective action lawsuit, class-wide arbitration, and, to the extent permissible under applicable law, any multi-plaintiff proceeding.
b. The Arbitration will be administered by the American Arbitration Association (“AAA”) under its then current Commercial Arbitration Rules as modified by this section 10 of the Terms and Conditions. The arbitration tribunal will consist of a panel of three (3) arbitrators, with Candid and you each appointing one (1) arbitrator and the third arbitrator, who shall act as chair, jointly chosen by the arbitrators appointed by the parties. Notwithstanding the preceding substantive choice-of-law clause, the parties agree that the Agreement concerns interstate commerce and that arbitration and the agreement to arbitrate set out in this section is subject to Title 9 (Arbitration) of the United States Code.
c. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is necessary. Each of the parties shall bear its own fees and costs of the arbitration, and shall share the expenses and fees of the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. A request by a party to a court of competent jurisdiction for interim measures necessary to preserve Candid’s rights, including pre-arbitration attachments or injunctions, will not be deemed incompatible with, or a waiver of, this agreement to arbitrate.
Notwithstanding the agreement to arbitrate above and any other provisions to the contrary herein, the parties agree that either party may bring an action in a court of competent jurisdiction, in accordance with the “Governing Law and Jurisdiction” section of these Terms and Conditions: (i) to enforce its intellectual property rights, including patents, copyrights, moral rights, trademarks, and trade secrets; (ii) for violations of the confidentiality or trade secrets obligations; (iii) for claims related to the use of products, Services, or applications in unauthorized ways; and (iv) for Nonpayment of Claims (as defined below) of less than $ 100,000.00 (collectively, the “Arbitration Exceptions”). In the event that a dispute or disagreement falling within one of the foregoing Arbitration Exceptions arises, the parties agree that it may be litigated in a court of competent jurisdiction in accordance with and subject to the Governing Law and Jurisdiction section of these Terms and Conditions.
Class Action Waiver. The parties agree that any arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND CANDID AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR, TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MULTI-PLAINTIFF PROCEEDING.
11. Waiver of Jury Trial. EACH PARTY KNOWINGLY, WILLINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM, OR OTHER PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT.
12. Governing Law and Jurisdiction. You and Candid agree that, with respect to claims, disputes, disagreements, and actions to collect payment on unpaid invoices or to resolve small-claims disputes arising from or relating to the Agreement or your failure to timely or fully pay for our Products or Services in accordance with Candid’s pricing, payment, fees, and invoicing terms (“Nonpayment Claims”), the Agreement and all such Nonpayment Claims shall be governed by, and construed in accordance with, the laws of the State where your Practice is located. You further agree that Candid may assign such Nonpayment Claims to a debt-collection agency, which may pursue in court claims limited strictly to the collection of your past-due debt and any interest or cost of collection permitted by applicable law. You and Candid agree that, for all other claims, disputes, and disagreements, arising from, relating to, or in connection with the Agreement, including noncontractual claims, disputes, and disagreements, the Agreement and all such other claims, disputes, and disagreements shall be governed by, and construed in accordance with, the laws of the State of New York, United States.
You and Candid agree that state and/or federal courts in the State of where your Practice is located shall have exclusive jurisdiction over all Nonpayment Claims. You and Candid agree that state and/or federal courts in New York, New York shall have exclusive jurisdiction over all other claims, disputes, and disagreements falling within the Arbitration Exceptions (as defined above in the Dispute Resolution/Mandatory Arbitration section of these Terms) and arising from or relating to the Agreement and all related contracts between you and Candid, or its and their subject matter or formation.
13. Insurance. During the term of this Agreement and for a period of two (2) years thereafter, Practice will, at its own expense, maintain and carry insurance in full force and effect which includes, without limitation, the following:
14. Refund/Cancellation. The Case Fee is incurred when aligners are ordered for a Case (i.e. when the treatment plan is approved by the Practice). Once fees are incurred, Candid shall not be required to make any refunds. In the event of the provision of defective aligners or other manufactured items, Candid shall provide replacements in accordance with the terms of the CandidPro Agreement.
15. Force Majeure. Candid will not be liable for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond its reasonable control, without Candid’s fault or negligence, and which by its nature could not have been foreseen by Candid or, if it could have been foreseen, was unavoidable (“Force Majeure Event(s)”). Force Majeure Events include acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike or embargoes. Candid will use reasonable and diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Events are minimized and resume performance under this Agreement. Any failure to pay sums due to Candid will not be excused by reason of any Force Majeure Event. Candid’s obligations under the Agreement are suspended for the period that the Force Majeure Event continues and Candid will extend the time to perform these obligations for the duration of that period but will make reasonable efforts to perform.
16. Assignment. Candid may at any time assign or transfer in any other manner all or part of its rights or obligations under the Agreement without your prior consent. Practice may not, without written approval of Candid, assign this Agreement or transfer its interest or any part thereof under this Agreement to any third party, except that Practice may, by written notice to Candid, assign this Agreement to a successor operator of all, or substantially all, of the clinical activity of the Practice. An assignment shall not relieve the assigning Practice of any obligations incurred prior to the date of assignment.
17. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity will be construed from this Agreement.
18. Non-Solicitation. During the period commencing on the date of execution of the CandidPro Agreement and ending one year following the termination thereof, Practice will not, without Candid’s prior written consent, directly or indirectly solicit or encourage any person to leave the employment or other service of Candid or its affiliates; provided, however, that Practice will not be prohibited from making general employment solicitations not specifically directed at employees or affiliates of the other party or hiring any individuals who respond to such solicitations.
19. Survival. These Terms and Conditions shall survive termination of the CandidPro Agreement, as well as all of the other sections of the Agreement with respect to any patients continuing in treatment past termination, and with respect to any amounts unpaid and owed to Candid thereunder.
20. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice,” and collectively, “Notices”) must be in writing and addressed to the parties at the addresses set forth on the first page of the CandidPro Agreement or to such other address that may be designated by the receiving party in writing in accordance with this Section. All Notices must be delivered to the Practice’s email listed in the CandidPro Agreement and, if addressed to Candid, to legal@candidco.com and Candid’s representative email listed in the CandidPro Agreement, with a copy by personal delivery, certified mail or nationally recognized overnight courier.
21. Entire Agreement. The terms, provisions, agreements, and representations set forth in this Agreement constitute the entire agreement among the parties, supersede any prior or contemporaneous agreements, and the parties have not relied upon any agreements or representations in entering into this Agreement except for the agreements and representations set forth expressly in this Agreement.
22. No Third Party Beneficiaries. Nothing in this Agreement, unless specifically so stated, is intended to or shall confer upon any person, entity, company, partnership, limited liability company or other unincorporated association other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
23. No Waiver. Candid shall not be deemed as having waived any rights by not exercising (or delaying the exercise of) any of its rights under the Agreement.
24. No Implied Terms. All terms implied by law that may by law be excluded are excluded from the Agreement. You agree that you have not relied on any statements, promises, representations, assurances, or warranties that may have been made by any person other than what is expressly set out in the Agreement only.
25. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction, except to the extent that a party would be materially and unfairly prejudiced thereby.
26. Defined Terms and Interpretative Provisions.
Business: Business refers to the clear aligner and related clinical services provided by the Practice to its patients (including refinements and retainers) to the extent provided with the assistance of the Services provided by Candid as specified hereunder. Business does not refer to services provided by the Practice independent of the Services provided by Candid (e.g., does not apply to other dental services, and does not apply to orthodontic and related services that may be provided by third parties).
Case: A Case begins when a patient is accepted by the Practice for treatment that makes use of the Services provided hereunder. A Case ends at the completion of the initial treatment or refinement pursuant to the terms of this Agreement and Candid’s refinement policies as they may be amended from time to time.
Services: The Services are the administrative, technical, advisory, manufacturing, customer support and related services provided by Candid. The Services include (i) customer support for non-clinical questions related to the Services provided by Candid; (ii) escalation of any clinical inquiries to the Practice; (iii) the provision of access to a remote monitoring system (including related physical devices) to the Practice for use by Practice’s patients receiving services through the Business; (iv) maintenance of a portal or application through which Practice, and/or the patients, respectively, may access progress information or communicate with support; (v) orthodontic aligner technical treatment planning services; and (vi) aligner manufacturing and fulfillment services. For the avoidance of doubt, the Services shall not include any medical, dental or other health care services.
The words "hereof," "herein" and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions and headings used herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to the Articles, Sections, Exhibits and Schedules, respectively, of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. The terms “Dollars”, “dollars” and “$” shall mean United States dollars. Any singular term in this Agreement shall be deemed to include the plural and any plural term the singular, and references herein to any gender shall include the other gender. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words "without limitation," whether or not they are in fact followed by those words or words of like import. "Writing," "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, any substantive amendments, modifications or supplements must also be listed in the appropriate schedule. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to "law," "laws" or to a particular statute or law shall be deemed also to include any and all applicable law. Any reference to a code, act, statute or regulation means that law, code, act, statute or regulation as amended or supplemented from time to time and any corresponding provisions of successor laws, codes, acts, statutes or regulations and any reference to any law, code, act or statute shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. References to a “day” or any number of “days” (without explicit qualification as “business days”) shall be interpreted as a reference to a calendar day or number of calendar days. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a business day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding business day.
Last Updated: 06/05/2025
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