FLEX REFERRAL PARTNER TERMS OF SERVICE

1. DEFINITIONS

1.1  "Applicable Law"

means all applicable federal, state, and local statutes, regulations, rules, orders, and guidance, including any standards imposed by Flex's bank partners or program managers, that govern or apply to the activities contemplated by this Agreement.

1.2  "Approved Qualified Referral"

means a Qualified Referral who has been approved by Flex to obtain a Flex product or service, including credit cards and capital and lending products.

1.3  "Confidential Information"

means any non-public information disclosed by one Party to the other in connection with this Agreement, including but not limited to business plans, customer information, financial data, fee structures, marketing strategies, proprietary technology, and the terms of this Agreement and any Order Form.

1.4  "Flex"

means Flexbase Technologies, Inc., a Delaware corporation with its principal place of business at 390 NE 191st Street, STE 8019, Miami, FL 33179.

1.5  "Order Form"

means a Referral Partner Order Form executed by Referral Partner that references these Terms and sets forth the commercial terms of Referral Partner's enrollment in the Program, including the products enrolled and the applicable fee schedule.

1.6 "Residual Referral Fee”" 

means a ReferralFee designated as “residual” or “24-month” in the applicable Order Form,entitling Referral Partner to continue earning Referral Fees attributable to anApproved Qualified Referral for twenty-four (24) months from the date suchreferred customer became an Approved Qualified Referral, subject to Section4.7.

1.7  "Program"

means Flex's Referral Partner Program, as described in these Terms and any applicable Order Form.

1.8  "Qualified Referral"

means a potential customer referred by Referral Partner to Flex who meets Flex's qualification criteria as communicated to Referral Partner from time to time. Flex reserves the right to update its qualification criteria at any time in its sole discretion.

1.9  "Referral Fee"

means the compensation payable by Flex to Referral Partner for an Approved Qualified Referral, as set forth in the applicable Order Form and calculated in accordance with Section 4.

2. ENROLLMENT; AGREEMENT FORMATION

2.1  Enrollment.

These Terms becomeeffective upon Referral Partner’s execution of an Order Form. Flex’s enrollmentand processing of an Order Form constitutes Flex’s acceptance. No signaturefrom Flex is required on the Order Form for these Terms to be binding.

2.2  Multiple Order Forms.

Referral Partnermay execute multiple Order Forms over the course of the relationship. EachOrder Form is incorporated into and governed by these Terms. In the event ofany conflict between an Order Form and these Terms, the Order Form will controlsolely with respect to the specific commercial terms addressed therein.

3. REFERRAL SERVICES; PROGRAM TERMS

3.1  Referral Services.

These Terms become effective upon Referral Partner's execution of an Order Form. Flex's enrollment and processing of an Order Form constitutes Flex's acceptance. No signature from Flex is required on the Order Form for these Terms to be binding.

3.2  Non-Exclusivity.

Referral Partner may execute multiple Order Forms over the course of the relationship. Each Order Form is incorporated into and governed by these Terms. In the event of any conflict between an Order Form and these Terms, the Order Form will control solely with respect to the specific commercial terms addressed therein.

3.3  No Employment or Agency.

The Parties areindependent contractors. Nothing in these Terms or any Order Form shall beconstrued to create any agency, partnership, joint venture, franchise, oremployment relationship between the Parties. Referral Partner has no authorityto bind Flex or to make representations on Flex’s behalf.

3.4  Program Changes.

Flex may modify,suspend, or discontinue the Program, or any product or service offered throughthe Program, at any time, with or without notice. Flex will use reasonableefforts to notify Referral Partner of material Program changes affectingReferral Partner’s enrolled products.

4. REFERRAL FEES

4.1  Fee Structure.

Referral Partner agrees to identify and refer potential customers to Flex who may be interested in Flex's products or services. Referral Partner shall conduct all referral activities in a professional manner and in compliance with Applicable Law and these Terms.

4.2  Calculation and Payment.

Referral Feesshall be calculated according to the formula and payment basis specified in theapplicable Order Form. Flex shall pay calculated Referral Fees within thirty(30) days following the end of each calendar month, accompanied by a statementsetting forth in reasonable detail the calculation of fees paid for thatperiod.

4.3  Payment Method.

These Terms are non-exclusive. Each Party remains free to enter into similar arrangements with other parties.

4.4  Fee Schedule Modifications.

Flex may modifythe referral fee schedule for any enrolled product upon thirty (30) days’ priorwritten notice to Referral Partner. Referral Partner’s continued participationin the Program after the effective date of a fee modification constitutes ReferralPartner’s acceptance of the revised fee schedule. If Referral Partner does notagree to the modification, Referral Partner’s sole remedy is to terminateparticipation as provided in Section 13.

4.5  Fee Dispute Resolution.

The Parties are independent contractors. Nothing in these Terms or any Order Form shall be construed to create any agency, partnership, joint venture, franchise, or employment relationship between the Parties. Referral Partner has no authority to bind Flex or to make representations on Flex's behalf.

4.6  Taxes.

Referral Partneris solely responsible for all taxes, including federal, state, and local taxes,associated with Referral Fees received under these Terms. Flex may withholdtaxes from payments to Referral Partner as required by Applicable Law. ReferralPartner shall promptly provide Flex with any required tax forms, including IRSForm W-9, upon request.

4.7 Perpetual Referral Fees.

Flex may modify, suspend, or discontinue the Program, or any product or service offered through the Program, at any time, with or without notice. Flex will use reasonable efforts to notify Referral Partner of material Program changes affecting Referral Partner's enrolled products.

• (a) Eligibility. Where an Order Form expressly designates a Referral Fee as a Perpetual Referral Fee, Referral Partner shall continue to earn and receive such Referral Fee for each applicable Approved Qualified Referral for so long as the referred customer remains an active Flex customer, regardless of whether the applicable Order Form or these Terms have expired or been terminated. Perpetual Referral Fees shall be calculated and paid in accordance with the fee schedule and payment terms set forth in the applicable Order Form and Section 4.2, and shall be subject to adjustment pursuant to Section -4.4.
• (b) Disqualifying Events. If the Referral Partner engages in any of the following activities, as determined by Flex in its reasonable sole discretion, each shall constitute a "Disqualifying Event":
  
  • (i) fraud, intentional misrepresentation, or willfulmisconduct in connection with the Program or any Order Form;
  • (ii) gross negligence in performing its obligations underthese Terms;
  • (iii) a material violation of Applicable Law,including any violation that exposes Flex to regulatory liability orjeopardizes Flex’s relationships with its bank partners or program managers;
  • (iv) a material violation of Section 6 (MarketingMaterials and Approvals) or any Applicable Standards;
  • (v) public disparagement of Flex, its products orservices, its officers or directors, or any of Flex’s bank partners or programmanagers;
  • (vi) conduct that Flex reasonably determines posesa material risk to Flex’s reputation, regulatory standing, or bankpartnerships; or
  • (vii) a material breach of Section 7(Confidentiality) of these Terms.

5. REFERRAL PARTNER REPRESENTATIONS AND WARRANTIES

5.1  Authority.

Referral Partnerrepresents and warrants that: (a) it has the full right, power, and authorityto enter into and perform its obligations under these Terms and any Order Form;(b) the execution of any Order Form has been duly authorized; and (c) these Termsand any Order Form constitute legal, valid, and binding obligations of ReferralPartner.

5.2  Compliance.

Referral Partnerrepresents, warrants, and covenants that it shall: (a) comply with allApplicable Law in performing its obligations under these Terms; (b) conduct itsbusiness in a professional manner consistent with applicable industrystandards; (c) not make any representations or warranties regarding Flex orFlex’s products or services beyond those expressly authorized in writing byFlex; and (d) not engage in any deceptive, misleading, illegal, or unethicalpractices in connection with the Program.

5.3  Ongoing Obligations.

Referral Partnershall promptly notify Flex if Referral Partner becomes aware of any regulatoryinquiry, enforcement action, or other event that could reasonably be expectedto affect Referral Partner’s ability to perform under these Terms or to causeharm to Flex.

6. MARKETING MATERIALS AND APPROVALS

6.1  Regulatory Background.

Referral Partneracknowledges that Flex offers financial services products subject to extensivefederal and state regulatory oversight, including applicable consumerprotection laws, truth-in-lending requirements, and the standards imposed byFlex’s bank partners and program managers (collectively, “ApplicableStandards”). Any marketing or promotional activity relating to Flex’s productsor services must comply with all Applicable Standards. Unauthorized ornon-compliant marketing may expose Flex to significant regulatory, financial,and reputational harm.

6.2  Definition of Marketing Materials.

“MarketingMaterials” means any written, digital, audio, visual, or other content orcommunication used to promote, advertise, describe, or otherwise market Flex orits products or services, including without limitation social media posts,email campaigns, website or landing page copy, scripts, flyers, signage, paidadvertisements, and any other communication that references Flex or itsproducts or services, regardless of the channel or medium.

6.3  Prior Written Approval Required.

Referral Partnershall not create, publish, distribute, display, transmit, or otherwise use anyMarketing Materials without the prior written approval of Flex’s Legal andCompliance department. Flex may grant, withhold, condition, or revoke any suchapproval in its sole and absolute discretion. Any approval granted by Flex isspecific to the content and channels submitted for review and does not extendto modifications of approved materials or to use of approved materials in a newor different context.

6.4  Breach and Remedies.

Any use ofMarketing Materials that have not been approved in writing by Flex’s Legal andCompliance department, or any use of approved Marketing Materials inconsistentwith the scope of approval granted, constitutes a material breach of theseTerms. Upon such breach, Flex may immediately terminate these Terms and anyOrder Form upon written notice to Referral Partner. Such termination shall notlimit any other remedy available to Flex at law or in equity.

6.5  Indemnification.

Referral Partnershall indemnify, defend, and hold harmless Flex and its bank partners,officers, directors, employees, and agents from and against any and all losses,liabilities, fines, penalties, regulatory actions, third-party claims, andexpenses (including reasonable attorneys’ fees) arising out of or related toReferral Partner’s unauthorized or non-compliant use of Marketing Materials.

7. CONFIDENTIALITY

7.1  Confidentiality Obligations.

Each Party agreesto: (a) maintain the confidentiality of the other Party’s ConfidentialInformation using at least the same degree of care it uses to protect its ownconfidential information, but in no event less than reasonable care; (b) notdisclose such Confidential Information to any third party without thedisclosing Party’s prior written consent, except to its employees, officers,contractors, or advisors who need to know such information for purposes ofperforming obligations under these Terms and who are bound by confidentialityobligations no less protective than those set forth herein; and (c) use suchConfidential Information solely for the purposes of performing obligationsunder these Terms. The obligations set forth in this Section shall continue fora period of three (3) years following the termination or expiration of theseTerms.

7.2  Exceptions.

Theconfidentiality obligations set forth in Section 7.1 shall not apply toinformation that:

(a)  is or becomes publiclyavailable through no fault of the receiving Party;

(b)  was rightfully in thepossession of the receiving Party prior to disclosure by the disclosingParty, without any obligation of confidentiality;

(c)  is rightfully received by thereceiving Party from a third party who is not subject to any restriction ondisclosure; or

(d)  is independently developed bythe receiving Party without reference to or use of the disclosing Party’sConfidential Information.

7.3  Required Disclosure.

If the receivingParty is required by Applicable Law, court order, or governmental authority todisclose Confidential Information, it shall, to the extent legally permissible:(a) provide prompt prior written notice to the disclosing Party; (b) cooperatewith the disclosing Party in seeking a protective order or other appropriaterelief; and (c) disclose only that portion of the Confidential Information thatis legally required to be disclosed.

8. INDEMNIFICATION

8.1  Indemnification by Referral Partner.

Referral Partnershall defend, indemnify, and hold harmless Flex and its bank partners,affiliates, officers, directors, employees, and agents from and against any andall third-party claims, actions, suits, proceedings, losses, liabilities,damages, fines, penalties, costs, and expenses, including reasonable attorneys’fees (“Third Party Claims”), arising out of or related to: (a) ReferralPartner’s breach of these Terms or any Order Form; (b) Referral Partner’snegligence, gross negligence, or willful misconduct; (c) Referral Partner’sviolation of Applicable Law; (d) Referral Partner’s unauthorized ornon-compliant use of Marketing Materials; or (e) any representation made byReferral Partner regarding Flex or Flex’s products or services that was not expresslyauthorized in writing by Flex.

8.2  Indemnification by Flex.

Flex shall defend,indemnify, and hold harmless Referral Partner and its officers, directors,employees, and agents from and against Third Party Claims alleging that Flex’smaterials, products, services, or technology used in connection with theseTerms infringe, misappropriate, or otherwise violate any patent, copyright,trademark, trade secret, or other intellectual property right of any thirdparty.

8.3  Indemnification Procedures.

The Party seekingindemnification (“Indemnified Party”) shall: (a) promptly notify theindemnifying party (“Indemnifying Party”) in writing of any Third Party Claim,and in any event no later than thirty (30) days after becoming aware of factsor circumstances that could reasonably give rise to a claim; and (b) reasonablycooperate with the Indemnifying Party in the defense and/or settlement thereof.The Indemnifying Party shall have sole control over the defense of any suchThird Party Claim, provided that the Indemnifying Party may not settle orcompromise any Third Party Claim without the Indemnified Party’s prior writtenconsent, which shall not be unreasonably withheld, conditioned, or delayed. TheIndemnified Party may participate in the defense of any Third Party Claim atits own expense with counsel of its choice. Failure to provide timely noticeshall not relieve the Indemnifying Party of its indemnification obligationsexcept to the extent the Indemnifying Party is materially prejudiced by such failure.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALLEITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF ORRELATED TO THESE TERMS OR ANY ORDER FORM, INCLUDING BUT NOT LIMITED TO LOSS OFPROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OFSUBSTITUTE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY,WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOTEXCEED THE LESSER OF (A) THE TOTAL REFERRAL FEES ACTUALLY PAID BY FLEX TOREFERRAL PARTNER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THEEVENT GIVING RISE TO THE CLAIM OR (B) TEN THOUSAND DOLLARS ($10,000). THE FOREGOINGLIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM: (I) A PARTY’S GROSSNEGLIGENCE OR WILLFUL MISCONDUCT; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITYOBLIGATIONS OR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF THE OTHER PARTY’SDATA OR SYSTEMS; OR (III) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDERTHESE TERMS.

10. INTELLECTUAL PROPERTY

10.1  Limited License to Display Marks.

Each Party grantsto the other a limited, non-exclusive, non-transferable, non-sublicensable,revocable license to display its name, logo, and trademarks (“Marks”) solely toidentify the existence of the Referral Partner relationship. Flex may listReferral Partner as a partner or affiliate on Flex’s website or in materialsreferencing Flex’s partner programs.

10.2  Restrictions on Use.

Except asexpressly permitted in Section 10.1, neither Party shall use the other Party’sMarks without prior written consent for each specific use. Any permitted use ofFlex’s Marks in connection with Marketing Materials shall be governed solely bythe approval requirements of Section 6. All use of a Party’s Marks shallconform to the owner’s then-current trademark usage guidelines.

10.3  Ownership.

Each Party ownsand retains all right, title, and interest in and to its Marks and otherintellectual property. No rights are transferred other than the limitedlicenses expressly set forth herein. Neither Party shall attempt to registerany of the other Party’s Marks or any confusingly similar marks or names.

10.4  Revocation.

Either Party mayrevoke the license granted in Section 10.1 upon written notice, in which casethe receiving party shall remove all uses of the notifying Party’s Marks withinten (10) business days of receipt of such notice.

11. FORCE MAJEURE

Neither Partyshall be liable for any failure or delay in performance arising from causesbeyond its reasonable control, including acts of God, fire, flood, earthquake,labor disputes, war, terrorism, epidemics, pandemics, government orders, orother events beyond the reasonable control of such Party. The Party claiming aforce majeure event shall promptly notify the other Party and use commerciallyreasonable efforts to resume performance.

12. TERM AND TERMINATION

12.1  Term.

These Termscommence on the effective date of the first Order Form executed by ReferralPartner and continue until terminated as provided herein. Each Order Form shallhave an initial term of one (1) year from its effective date and shallautomatically renew for successive one (1) year periods unless either Partyprovides written notice of non-renewal at least thirty (30) days prior to theend of the then-current term.

12.2  Termination for Convenience.

Either Party mayterminate these Terms or any Order Form for any reason upon thirty (30) days’prior written notice to the other Party.

12.3  Termination for Cause.

Either Party mayterminate these Terms and all outstanding Order Forms immediately upon writtennotice if the other Party: (a) materially breaches these Terms or any OrderForm and fails to cure such breach within fifteen (15) days after receivingwritten notice thereof; (b) becomes insolvent or makes an assignment for thebenefit of creditors, or files for or has a petition filed against it under anybankruptcy or insolvency law; (c) ceases to conduct business in the normalcourse; or (d) engages in fraud, willful misconduct, gross negligence, orconduct that creates material regulatory risk or reputational harm to the otherParty.

12.4  Immediate Termination by Flex.

NotwithstandingSection 12.3, Flex may terminate these Terms and any Order Form immediatelyupon written notice, without opportunity to cure, if Referral Partner: (a)violates Section 6 (Marketing Materials); (b) violates any Applicable Law in amanner that exposes Flex to regulatory liability; (c) engages in conduct thatFlex reasonably determines poses a material risk to Flex’s bank partnerships orregulatory standing; or (d) provides false or materially misleading informationin any Order Form or in connection with the Program.

12.5  Effect of Termination.

(a) Return ofConfidential Information; Revocation of License. Upontermination of these Terms or an Order Form, each Party shall promptly returnor certifiably destroy all Confidential Information of the other Party andprovide written confirmation thereof upon request. All rights and licensesgranted hereunder shall immediately terminate, except for Referral Partner’sright to receive Residual Referral Fees pursuant to Section 4.7, to the extentsuch right has not been revoked pursuant to Section 12.5(c).

(b) Payment ofFees. Any Referral Fees earned but unpaid prior to theeffective date of termination shall be paid within sixty (60) days, subject toany offset or withholding rights Flex may have. Residual Referral Fees shallcontinue to be calculated and paid in accordance with Section 4.7, unlessrevoked pursuant to Section 12.5(c).

(c)Disqualifying Events. If Flex terminates these Termspursuant to Section 12.3(d) or Section 12.4, and the conduct giving rise tosuch termination also constitutes a Disqualifying Event as defined in Section4.7(b), Flex may, in its reasonable sole discretion, permanently revokeReferral Partner’s right to receive Residual Referral Fees by specifying theapplicable Disqualifying Event in the written termination notice. Upon suchrevocation, Referral Partner shall no longer be eligible to receive any ResidualReferral Fees under this Agreement, including any amounts accrued but unpaid asof the date of termination. Once revoked, Residual Referral Fee rights shallnot be reinstated absent a new written agreement signed by an authorizedofficer of Flex.

13. DISPUTE RESOLUTION

13.1  Arbitration.

Referral Partnerand Flex agree that any disputes, issues, claims, or controversies surroundingthese Terms or any Order Form, or the breach, termination, enforcement,interpretation, or validity thereof, including the scope or applicability ofthis arbitration provision (collectively, “Disputes”), shall be determinedexclusively by binding arbitration in Miami, Florida, or via video conference,administered by the American Arbitration Association (“AAA”) pursuant to itsCommercial Arbitration Rules and Mediation Procedures. A single arbitratorshall be agreed upon by the Parties, or if the Parties cannot agree withinthirty (30) days, appointed by the AAA. The arbitrator may award attorneys’fees and costs as part of the award. The award of the arbitrator shall befinal, binding, and enforceable as a judgment in any court of competent jurisdiction.

13.2  Preliminary Relief.

Notwithstandingthe foregoing, either Party may seek temporary or preliminary injunctive reliefin any court of competent jurisdiction, without waiving its right toarbitration.

13.3  Class Action Waiver.

ReferralPartner and Flex each agree that any Dispute shall be conducted on anindividual basis and not as a class, collective, consolidated, orrepresentative action. Neither Party may participate in a class arbitration orclass action relating to any Dispute arising under these Terms.

13.4  WAIVER OF JURY TRIAL.

TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND EXPRESSLY WAIVESALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TOTHESE TERMS OR ANY ORDER FORM.

13.5  Statute of Limitations.

Any Dispute mustbe initiated within one (1) year after the date the Party asserting the Disputefirst knew or reasonably should have known of the act, omission, or defaultgiving rise to the Dispute; otherwise, such Dispute is permanently barred.

13.6  Confidentiality of Proceedings.

The Parties shallmaintain the confidentiality of all arbitration proceedings, including anyaward, except as may be necessary to prepare for or conduct the arbitration, inconnection with a court application for preliminary relief or judicialchallenge to an award, or as required by Applicable Law.

13.7  Fees.

The prevailingParty in any arbitration proceeding shall be entitled to recover its reasonableattorneys’ fees and costs from the non-prevailing Party.

14. GENERAL PROVISIONS

14.1  Amendments.

Flex reserves theright to modify these Terms at any time. Flex will provide Referral Partnerwith at least thirty (30) days’ prior written notice of any materialmodification via email to the address on Referral Partner’s most recent OrderForm. Referral Partner’s continued participation in the Program after theeffective date of any modification constitutes Referral Partner’s acceptance ofthe modified Terms. If Referral Partner does not agree to the modified Terms,Referral Partner’s sole remedy is to terminate participation by providingwritten notice to Flex prior to the effective date of the modification.Notwithstanding the foregoing, any modifications required by Applicable Law,regulatory requirements, or the requirements of Flex’s bank partners or programmanagers are effective immediately upon notice.

14.2  Entire Agreement.

These Terms, together with all Order Forms, constitute the entire agreement between theParties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations.

14.3  Governing Law.

These Terms shall be governed by and construed in accordance with the laws of the State ofFlorida, without regard to its conflict of laws principles.

14.4  Notices.

All legal noticesrequired under these Terms shall be in writing and delivered by hand, certifiedmail (return receipt requested), overnight courier, or email with confirmationof receipt, to the addresses set forth in the applicable Order Form or as updatedby written notice. Notices to Flex shall be directed to: Legal Department,Flexbase Technologies, Inc., 390 NE 191st Street, STE 8019, Miami, FL 33179,legal@flex.one.

14.5  Assignment.

Referral Partnermay not assign these Terms or any Order Form, in whole or in part, withoutFlex’s prior written consent. Flex may assign these Terms or any Order Formwithout consent in connection with a merger, acquisition, corporaterestructuring, or sale of all or substantially all of Flex’s assets. Anyassignment in violation of this Section shall be null and void. These Termsshall bind and inure to the benefit of each Party’s permitted successors and assigns.

14.6  Severability.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.7  Waiver.

No failure or delay by either Party in exercising any right or remedy shall constitute a waiver of such right or remedy. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

14.8  Survival.

Sections 4.7, 6.5, 7, 8, 9, 10, 12.5, and 13 shall survive the termination or expiration of these Terms and any Order Form.

14.9  No Third-Party Beneficiaries.

These Terms are for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall create any rights in any third party.

14.10  Counterparts.

Any Order Form may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.