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PRODUCT SAFETY LABS, LLC. GENERAL TERMS AND CONDITIONS OF BUSINESS

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1. General Terms

1.1 All orders for services (“Services”) submitted by customer (the “Client”) and accepted by Product Safety Labs, LLC (“PSL”) will be governed by these General Terms and Conditions of Services (the “Terms”), including orders placed by any of the following methods (“Proposal”): telephone, electronic message, electronic ordering systems or by deliver of materials to be tested or through acceptance of a proposal, statement of work or other description of Services. A contract on these Terms comes into being when an order has been placed and the order is accepted by PSL. An order is considered accepted when (a) PSL proceeds to fulfil that order or (b) PSL accepts the order in writing. All Services provided by PSL are expressly limited to, and will only be provided on the basis of, these Terms, to the exclusion of all other terms and conditions, including any terms or conditions which Client may purport to impose, or which appear on, any web site, quotation, sales document, invoice, order confirmation, correspondence or other document or communication provided by Client, irrespective of their date of communication. PSL and Client are each referred to herein as a “Party” and collectively as the “Parties”.

1.2 If PSL and Client are parties to an existing negotiated services agreement (i.e. Master Services Agreement), these Terms will not apply, and that existing agreement will constitute the entire agreement between the parties.

1.3 Except as provided in Section 1.2, these Terms set forth the entire agreement between PSL and Client, and supersede all prior and contemporaneous negotiations, agreements, representations, understandings, and commitments with respect thereto. Client agrees that its standard terms, conditions, and pre-printed provisions on any purchase order, acknowledgment, release or other purchasing document purporting to address the same subject matter as these Terms shall be null and void and of no force or effect, whether such terms or conditions conflict with or purport to add terms to these Terms. PSL hereby rejects any offer made by Client to purchase Services, and objects to and rejects any additional or different terms proposed by Client with respect to the subject matter of these Terms, including, but not limited to, (i) payment terms that exceed 30 days, (ii) warranties of suitability, fitness or non-infringement for Services performed, (iii) requirements for PSL to indemnify Client or an related entity or person, pay damages that are unlimited in amount or pay indirect damages of any kind (including, but not limited to, consequential, incidental, punitive or special damages, non-compensatory damages, and damages for lost profits or revenue, loss of use, business interruption, loss of information or for the procurement of substitute services) and (iv) limits on the liability of Client.

1.4 No employee, agent or subcontractor, other than the President or Executive Director of PSL, has the authority to alter or waive any of these Terms or to make any representation on behalf of PSL which conflicts with or purports to override any of these Terms; and no such alteration, waiver or representation shall be binding upon PSL unless it is in writing and signed by such officer.

2. Affiliates

2.1 For purposes of these Terms, the term “Affiliate” means any corporation or other business entity directly or indirectly controlled by, controlling, or under common control with a Party. The term “control” (including, with correlative meaning, the terms “controlled by,” “controlling” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Party, whether through the ownership of voting securities, by contract or otherwise, or such other relationship as, in fact, constitutes actual control. PSL may engage Affiliates to assist in providing Services to the Client.

3. Performance of Services

3.1 PSL warrants that all Services provided by it will be performed in a good and workmanlike manner with reasonable skill, care and diligence. If any terms of a Proposal conflict with these Terms these Terms shall govern.

4. Price and Terms of Payment

4.1 Client shall compensate PSL for the provision of Services and reimburse for costs incurred by it in providing Services according to the terms stated in the applicable Proposal. If no compensation is stated in a Proposal, fees shall be charged to Client for such Services at PSL’s published rates, and Client shall reimburse PSL for all costs incurred by it in providing Services. PSL’s fees are exclusive of applicable taxes, if any.

4.2 Payment of all invoices is due strictly within thirty (30) days of the invoice date, other than amounts being disputed in good faith which shall require written notice to be given to PSL on or before the due date of the invoice, specifying in reasonable detail the nature of the dispute. Client agrees to pay all undisputed amounts as provided above. Any invoice which remains outstanding after due date may be additionally charged with an administrative penalty of Seventy-Five Dollars ($75) and may carry interest at the rate of one percent (1%) per month or the maximum interest rate permitted by applicable law, whichever is lower.

4.3 PSL is entitled to require prepayment of up to one hundred percent (100%) of the Proposal price as a condition of acceptance.

4.4 In addition, even if PSL has accepted and begun to fulfill its obligations in a Proposal, it has the right at any time to stop performing Services if Client’s account is overdue.

4.5 Study Cancellation, Termination, and Delay Fees

4.5.1 Applicability of Fees - Upon acceptance of a Proposal authorizing PSL to proceed with a study, PSL immediately begins allocating resources, including but not limited to protocol preparation, test material assessment, dedication of technical staff and facilities, review of prior studies, and ordering necessary supplies or test subjects. Due to these commitments, cancellation, termination, or postponement of a study after authorization may result in additional fees. PSL reserves the right to apply cancellation, termination, and delay fees to any study at its discretion. Unless otherwise stated in the Proposal, these fees shall apply to repeat dose toxicology studies and any other studies requiring significant resource allocation or advance procurement of materials or test subjects.

4.5.2 Cancellation Fees – A study is considered canceled if the Client withdraws authorization before initiation (before the protocol is signed by the Study Director). A study canceled after authorization but before initiation is subject to a fee of 5% of the study value

4.5.3 Termination Fees - A study is considered terminated if the Client stops the study after initiation (protocol signed by the Study Director). The following fees shall apply:.

Terminated before in-life phase begins and before test subject order can be canceled: 20% of study value.
Terminated before in-life phase begins but after the test subject order cannot be canceled: 40% of study value.
Terminated after in-life phase begins:

Study duration less than 90 days: 85% of study value.
Study duration 90 days or greater:

Less than 50% of study completed: 75% of study value.
More than 50% of study completed: 85% of study value.
After in-life phase is completed: 95% of study value

4.5.4 Delay Fee - A study is considered delayed if the Client postpones the agreed start date after PSL has provided written notice of the proposed initiation date. The following fees shall apply based on the timing of the delay:

More than 5 weeks before test subject receipt: 0% of study value or expenses incurred.
15 to 34 days before test subject receipt: 5% of study value or expenses incurred.
14 to 28 days before test subject receipt: 10% of study value or expenses incurred.
8 to 13 days before test subject receipt: 20% of study value or expenses incurred.
4 to 7 days before test subject receipt: 25% of study value or expenses incurred.
3 days or less before test subject receipt: 40% of study value or expenses incurred.

5. Duties of Client in Delivering Samples

5.1 Client shall provide PSL with sufficient amounts of all samples or materials to be tested (the "Samples") together with all other information necessary for PSL to perform the Services including information relating to the storage and safety and disposal requirements of the Samples.

6. Property Rights on Samples and Sample Storage

6.1 Client hereby grants PSL a limited, non-sublicensable license and right to use the Samples solely to the extent necessary for the performance of the Services.

6.2 PSL shall take commercially reasonable steps to store the Samples according to professional practice and shall not be held responsible for any loss or destruction of Samples, unless such loss or destruction is caused by its gross negligence or willful misconduct.

7. Report Terms

7.1 Any data analyses and reports will be prepared in PSL's standard format and in accordance with PSL's standard operating procedures, unless otherwise agreed in writing. Client shall notify PSL in writing before the commencement of any of the Services if there are any specific documentation requirements related to the testing. Additional fees may apply for Client specific documentation requirements.

7.2 Client shall be solely responsible for reporting to appropriate government agencies any information, data or Results generated during the performance of Services.

8. Estimated Delivery Dates and Turnaround Times

8.1 All delivery dates and turnaround times provided by PSL are estimates only and shall not be considered guarantees or binding commitments. PSL shall make commercially reasonable efforts to meet the estimated delivery dates and turnaround times provided but does not warrant or guarantee that any specific timeframe will be met

8.2 PSL shall not be responsible for any delays resulting from factors beyond its reasonable control, including but not limited to delays caused by Client, third-party suppliers, regulatory requirements, force majeure events, or incomplete or inaccurate information provided by Client. Client shall use commercially reasonable efforts to provide any required approvals, Samples, or other information necessary for PSL to meet estimated turnaround times. PSL shall not be liable for any delays caused by Client’s failure to provide such approvals or information in a timely manner.

9. Transfer of Property and Intellectual Property Rights

9.1 Title in any analysis results, analytical reports, or other work product (the “Results”) supplied by PSL to Client shall remain with PSL until all invoices in respect thereof have been paid by Client in full, and until such full payment, at which time, Client shall have ownership rights to the Results delivered.

9.2 After payment in full by Client, PSL shall retain the right to store and aggregate all Results in an anonymous form which does not identify Client.

9.3 Client hereby acknowledges and agrees that any and all inventions, discoveries, trade secrets, know-how, improvements, methods, systems, software programs, practices, procedures and processes, and proprietary materials including, but not limited to, structural and functional information and other data repository, formulations and techniques, whether or not patentable or copyrightable Intellectual Property”), that is owned or controlled by PSL as of the date hereof, or that is developed, conceived or reduced to practice outside of the performance of the Services by PSL, and all modifications or improvements thereto, shall vest in, be the property of, and shall be owned solely and exclusively by, PSL (“PSL Background IP”). Client hereby acknowledges and agrees that any and all Intellectual Property that is developed, conceived or reduced to practice by representatives of PSL in the performance of the Services and that is (i) within the field of PSL Background IP, and (ii) does not rely on or incorporate Client’s Samples or Confidential Information (“PSL Developed IP”), is not part of the Results and shall vest in and be the sole and exclusive property of PSL. Client shall be allowed to use PSL Background IP and PSL Developed IP, at no cost to Client, to the extent it is incorporated into the Results.

9.4 PSL agrees and acknowledges that it shall acquire no rights of any kind whatsoever with respect to any patents, registrations, copyrights, trademarks, trade secrets or other proprietary rights of Client as a result of PSL’s performance under these Terms or otherwise and that Client is, and shall remain at all times, the sole owner of any Sample, and any related information or know-how. In performing the Services, PSL may develop ideas, inventions, techniques and other technology and associated intellectual property, whether or not patentable, pertaining to the Samples or Client’s Confidential Information (“Inventions”); PSL agrees that all Inventions shall be owned by Client, and PSL hereby assigns all of its right, title and interest in and to such Inventions to Client.

10. Litigation Support Services

10.1 Services and their Results may not be used by Client for litigation support (“Litigation Support Services”) except as expressly agreed by PSL in writing. PSL may, in its sole discretion, accept or reject any request to perform Litigation Support Services. Where PSL agrees to perform Litigation Support Services, use of such Services and their Results are limited to the specifically captioned case identified to PSL. Notwithstanding the foregoing, in no event may Services or their Results be used in a manner that would create an actual or apparent conflict of interest for PSL.

10.2 If PSL is required to provide testimony or records regarding any of the Services provided hereunder, including Litigation Support Services, in connection with any legal, governmental or administrative process or proceeding, for any reason other than improper performance by PSL of the Services, then Client shall reimburse PSL for its reasonable costs, including the cost for time spent preparing and providing such information.

11. Limited Warranties and Responsibilities

11.1 PSL warrants that it will perform the Services with a commercially reasonable degree of care, adhering to common standards of industry practice. However, factors outside PSL’s control—such as the condition of Samples upon receipt, inherent limitations in testing methodologies, or the presence of contaminants or unknown substances—may influence the outcome and applicability of Results. As a result, PSL does not guarantee that Results will always be fit for every intended purpose or application.

11.2 Client represents and warrants that (i) It has the legal capacity and authority to enter into and be bound by these Terms; (ii) Its engagement of PSL’s services does not violate any applicable law, contract, or other legal obligation; and (iii) It shall comply with all applicable laws and regulations in connection with its use of the Services.

11.3 Unless explicitly agreed in writing by all Parties, the contractual relationship shall be exclusively between Client and PSL. There shall be no third-party beneficiary or collateral warranty relating to any Services.

11.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, PSL MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, IN CONNECTION WITH ITS PERFORMANCE OF SERVICES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, PSL SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Indemnification and Limitation of Liability

12.1 PSL shall defend, indemnify and hold harmless Client from and against all direct damages awarded against Client in favor of a third party in a final, non-appealable judgement to the extent such damages were directly caused by PSL’s gross negligence or willful misconduct in performing the Services; provided, however, that PSL shall have no obligation under this Section 11.1 for any Damages to the extent attributable to the negligence or willful misconduct of Client.

12.2 Client shall defend, indemnify and hold harmless PSL and its employees, officers, agents, Representatives, successors and assigns from and against any cost, loss, liability, expense (including attorneys fees and court costs), fines, taxes and other damages claimed by a third-party resulting from or related to (i) the performance of the Services, (ii) the Samples or sampling site conditions (iii) claims by third parties alleging injury or harm resulting from Client’s reliance on PSL’s work product or (iv) any actual or alleged infringement or misappropriation of any third-party’s intellectual property rights by the Samples or the performance of the Services thereon.

12.3 If a person entitled to indemnification (“Indemnified Party”) receives written notice of any claim which may give rise to a right to indemnification from the Party obligated to provide indemnification (“Indemnifying Party”), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party setting forth the nature and amount of the claim and the basis of the claim for indemnification. The Indemnifying Party may, upon written notice to the Indemnified Party given within thirty (30) days of its receipt of the claim for indemnification, elect to assume defense of the claim; provided, however, that the Indemnifying Party may not, in defense of such claim, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, a full release of the Indemnified Party in respect thereof without the consent of the Indemnified Party. If the Indemnifying Party elects to assume the defense of the third-party claim, the Indemnified Party may retain legal counsel at its own expense to participate in the defense; provided, however, that the Indemnifying Party shall be liable to the Indemnified Party for any legal or other expenses incurred by the Indemnified Party in connection with its subsequent assumption of the defense at the request of the Indemnifying Party. If the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at the Indemnifying Party's own cost and expense, and will not settle or otherwise dispose of the claim without the consent of the Indemnifying Party, which such consent shall not be withheld unreasonably.

12.4 In no event shall PSL be liable for any consequential, incidental, special, non-compensatory, multiple or other indirect damages, including loss of use or lost profits, arising from or related to this Agreement or the Services, however caused, whether based on contract, tort, warranty or other legal theory, and whether or not PSL is informed of the possibility of such damages or if such damages were reasonably foreseeable.

12.5 PSL’s total cumulative liability for any claim arising from or related to the Services shall not exceed the lesser of (i) the total amount of fees paid by Client to PSL for the specific Services giving rise to the claim or (ii) $100,000.

13. Remedy for Deficient Services

13.1 In the event that any Services fail to comply with the applicable warranty, Client must notify PSL in writing within thirty (30) days of receipt of the Results or such claim is waived. PSL’s sole obligation, and Client’s sole and exclusive remedy, for Services that fail to comply with the applicable warranty, shall be, at PSL’s discretion, for PSL to either: (i) re-perform the deficient Services to the extent feasible, or (ii) to provide a refund of fees paid for the defective Services. Under no circumstances shall PSL be responsible for re-performing Services or issuing refunds if the deficiency results from incomplete, inaccurate, or contaminated Samples provided by Client. For the avoidance of doubt, any concerns raised by Client regarding the adequacy of the Services must be reasonable and substantiated and raised within one year after Client receives the Results of the Services.

14. Force Majeure

14.1 PSL shall not be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond PSL’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor strikes, supply chain disruptions, war, terrorism, government actions, cyberattacks, or failure of third-party service providers In the event of a force majeure event, PSL reserves the right to suspend or terminate affected Services without liability. PSL shall make commercially reasonable efforts to resume Services once the force majeure event has ended but shall not be obligated to do so if resumption is impractical or financially unfeasible.

15. Confidentiality

15.1 From time to time, the Parties may exchange Confidential Information in furtherance of the performance of these Terms. A Party disclosing Confidential Information shall be referred to as the “Disclosing Party” and a Party receiving Confidential Information shall be referred to as the “Receiving Party”. “Confidential Information” shall mean any non-public, proprietary information (whether or not patentable or copyrightable, and whether or not currently patented or copyrighted) which is owned or controlled by a Disclosing Party, whether in tangible or intangible form and including information that is derived through observation or examination of the Disclosing Party’s facilities or operations, including without limitation, the fact that any Party has entered into this Agreement or provided or obtained services from the other, trade secrets, know-how, designs, product samples, product formulations, prototypes, data, processes, formulas, methods, materials, analyses, reports, compilations, research notes, technology, manufacturing techniques, pricing, the identity of and information relating to services, equipment, procedures, customers, suppliers or employees, sales and marketing information, financial information and any other non-public business information. Confidential Information also includes any information derived through observation or examination of the Disclosing Party’s facilities or operations and the fact that Client has engaged PSL for Services

15.2 The Receiving Party shall protect and hold in confidence all Confidential Information of the Disclosing Party, using the same degree of care it uses to protect its own valuable information, provided it shall use no less than reasonable care. The Receiving Party shall limit its disclosure of the Confidential Information to its directors, officers, employees, Affiliates and/or subcontractors (collectively, “Representatives”) who “need-to-know” such Confidential Information for the sole purpose of fulfilling obligations under these Terms, and who are subject to legally enforceable obligations in connection with such Confidential Information, which are no less restrictive than those imposed on the Receiving Party under these Terms . The Receiving Party also shall not reverse engineer or copy the design, samples or prototypes, or any components thereof, of any Confidential Information for any purpose without the prior written consent of the Disclosing Party. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

15.3 Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a breach of These Terms by the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to receipt from the Disclosing Party as evidenced by the Receiving Party’s contemporaneously written records; (c) is received by the Receiving Party from a third-party on a non-confidential basis, unless the Receiving Party knows that the third-party is bound by an obligation of confidentiality (contractual, legal, fiduciary or otherwise) to the Disclosing Party or any other party with respect to such information; or (d) is or was independently developed by the Receiving Party without reference to or reliance upon the Confidential Information received from the Disclosing Party as evidenced by the Receiving Party’s contemporaneously written records.

15.4 Notwithstanding anything to the contrary contained in these Terms , Confidential Information may be disclosed by a Receiving Party as required by applicable law or legal process, provided the Receiving Party notifies the Disclosing Party prior to such disclosure, except where impracticable or prohibited by law, so as to afford the Disclosing Party a reasonable opportunity to object or seek an appropriate protective order with respect to such disclosure. Notwithstanding the foregoing, Confidential Information that is disclosed pursuant to applicable law or legal process shall remain Confidential Information for all other purposes of these Terms.

15.5 At the written request of the Disclosing Party, the Receiving Party shall return or destroy, at the Disclosing Party’s option, all Confidential Information, provided, however that the Receiving Party may retain one (1) copy of any such Confidential Information for legal archival purposes and any electronic back-up copies maintained in the ordinary course of business.

16. Term; Termination

16.1 These Terms shall remain in effect until terminated as provided in this Section 15.

16.2 A Party may terminate these Terms at any time for any reason upon at least thirty (30) days prior written notice to the other Party. These Terms and all relevant Proposals may be terminated by either Party effective immediately upon written notice if (i) the other Party commits a material breach of these Terms or any Proposal which is irremediable or, if such breach is remediable, such breach remains uncured thirty (30) days after written notice of such breach (or five (5) days in the case of a failure to make payment of any invoice when due) is received; or (ii) the other Party files a petition or is subject to an involuntary petition filed against it under the U.S. Bankruptcy Code, or any successor statute.

16.3 If these Terms are terminated, and any Proposal remains unfulfilled at the time, such Proposal shall continue in full force and effect, and remain subject to these Terms, notwithstanding termination of these Terms. The termination of any Proposal shall not cause the termination of any other Proposal or these Terms, which shall remain in full force and effect unless and until terminated in accordance herewith.

16.4 Upon termination of any Proposal, Client shall pay PSL within thirty (30) days following the effective date of termination, any and all amounts due and owing for Services performed and documented expenses incurred up to the effective date of termination.

16.5 Upon termination of these Terms as permitted by this Section 15, neither Party shall have any further obligations hereunder except for (i) obligations accruing prior to the date of termination, and (ii) obligations, promises, or covenants set forth herein or in any unterminated Proposal that by their nature are meant to extend beyond the Term including, without limitation, Sections 9 (Transfer of Property and Intellectual Property Rights), 10 (Litigation Support Services), 11 (Limited Warranties and Responsibilities), 12 (Indemnification and Limitation of Liability), 15 (Confidentiality) and 19.1 (No Publicity). The provisions of this Section together with any other section which is necessary for the interpretation or enforcement of these Terms shall survive the expiry or termination of these Terms howsoever arising.

17. Insurance

17.1 Throughout the Term, each Party will maintain insurance of such types and in such amounts as are comparable to those maintained by similarly situated companies in the industry and as are commercially reasonable in light of the Parties’ respective obligations and the Services to be performed under these Terms.

18. Subcontracting; Assignment

18.1 PSL is hereby authorized to subcontract any or all Services requested by Client to any of its Affiliates or to a third-party. PSL shall be responsible for the performance of its subcontractors as and to the same extent PSL would be responsible had it directly performed such Services.

18.2 Client may not assign or transfer any rights or obligations under these Terms without PSL’s prior written consent. Any attempted assignment without such consent shall be null and void. PSL may assign its rights and obligations under these Terms without Client’s consent, including to an Affiliate, a successor entity, or a purchaser of all or substantially all of PSL’s assets or business. These Terms shall be binding upon the Parties, their successors, and their permitted assigns.

19. No Publicity

19.1 No Party shall: (a) use or display the name, logos, trademark of the other, or the name of any Representative of the other for any purpose, without the prior written consent of the other Party; or (b) state or imply that the other Party endorses or approves any of its services, materials, products or compounds without the prior written consent of the other Party.

20. Governing Law

20.1 These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. It is the intention of the Parties that in the event disputes should arise over the interpretation and application of these Terms, the Parties will first attempt to settle such disputes by negotiation and consultation between the senior executives of Client and PSL.

21. Miscellaneous

21.1 Independent Contractor. It is understood and agreed that PSL shall perform its duties as an independent contractor and not as an agent, employee, partner or joint venture of Client. Neither Party shall have the authority to bind or commit the other Party in any manner whatsoever and shall not, at any time, hold itself out to third parties as having authority to enter into or incur any commitments, expenses, liabilities or obligations of any nature on behalf of the other Party.

21.2 Non-Exclusivity. Nothing in these Terms is intended or shall be construed to create an exclusive relationship between the Parties. These Terms shall not restrict either Party from providing or receiving similar or like services to or from others.

21.3 Notices. Any notice required or permitted under these Terms shall be in writing and shall be deemed given: (i) on the date received if delivered personally or by a reputable overnight delivery service; (ii) three (3) days after the date postmarked if sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) on the date of transmission if sent via email to the email addresses designated by each Party in this Agreement, provided that no delivery failure notification is received. Client is responsible for ensuring PSL has its current and accurate contact information. PSL may update its notice contact information by posting changes on its website or providing written notice to Client.

21.4 Waiver. A waiver of any term, provision or condition of these Terms or any Proposal shall be effective only if it is in writing and no waiver, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver or estoppel of any such term, provision or condition or any other term of these Terms or such Proposal. No failure or delay by either Party in exercising any right or remedy under these Terms shall constitute a waiver of such right, nor shall it prevent or restrict its further exercise.

21.5 Severability. If a final judicial determination is made that any provision of these Terms is an unenforceable restriction against either Party, the provisions hereof will be rendered void only to the extent that such judicial determination finds such provisions unenforceable; and, to the extent possible, such unenforceable provisions shall be deemed replaced by provisions that are valid and enforceable and that come closest to expressing the intention of such invalid or unenforceable provisions. A judicial determination that any provision of these Terms is unenforceable will not render the entirety of the Terms unenforceable, but rather these Terms will continue in full force and effect absent any unenforceable provision to the maximum extent permitted by law.

21.6 Affiliate Liability. In no event shall a Party or any of its Affiliates be jointly and severally liable with one another in any respect, and a Party and its Affiliates shall not be deemed to have any obligation with respect to one another’s performance or non-performance of any obligation. For purposes of the foregoing, “Affiliate” shall have meaning as defined in section 1.1.