URUS GROUP
v01.00 2026.08.05

As used in these Terms and Conditions for General Use (“Ts&Cs Agreement“) and in the other terms and conditions that comprise this Agreement (as this and all capitalized terms are defined in this document) (1) the term “URUS” has the meaning ascribed to it in the applicable Signed Agreement that references this Ts&Cs Agreement (and refers to a member of the URUS GROUP, a complete list of which is posted at https://www.urus.org/URUSGROUP with or without its Affiliates as set forth in such Signed Agreement), and (2) the term “Counterparty” means the other party or parties that is/are set forth in such Signed Agreement (excluding members of the URUS GROUP).

In consideration of the mutual representations, warranties, and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Counterparty and URUS, the Parties agree as set forth above and below.

Except to the extent otherwise agreed to in a Duly Signed Writing by Counterparty and URUS that addresses the subject matter hereof and/or that references this Ts&Cs Agreement (each, a “Signed Agreement“, and all such Signed Agreements, and this Ts&Cs Agreement, as each and all of them and their elements may be amended from time to time as permitted by the same, this “Agreement“), to the maximum extent permitted by law:

1. Applicability; Incorporation.
1.1. Application. This Agreement sets forth the terms and conditions that apply to the relationship between URUS and Counterparty (and their respective rights and obligations) addressing the subject matter of the Duly Signed Writing that references this Ts&Cs Agreement.
1.2. Incorporation. This Ts&Cs Agreement is deemed to be incorporated into (as if fully restated in) each Signed Agreement and written or electronic communication or document exchanged between URUS and Counterparty (together, the “Parties“) related to this Agreement (however, the term “Signed Agreement” as used in this Ts&Cs Agreement means such Signed Agreement before such incorporation/restatement). If a specific version of this Ts&Cs Agreement is not referenced therein or attached thereto, the version that is applicable thereto is the version of this Ts&Cs Agreement posted at https://www.urus.org/TsCsforGeneralUse on the date the first Party signs the corresponding Signed Agreement.
1.3. Master Agreements. Each Signed Agreement that is referred to as a master agreement or that is otherwise designed to apply to and/or govern one or more other Signed Agreements (each, a “Master Agreement“) is incorporated and deemed to have been restated into each of its Signed Agreements pertaining to the subject matter of such Master Agreement.
1.4. Appendices. The Parties agree that the Appendices attached to any portion of this Agreement or referenced in any portion of this Agreement are incorporated into and form an integral part of that portion of this Agreement. In the event of an irreconcilable difference between any attached or referenced Appendix and the terms and/or conditions set forth in the body (non-Appendices) of that portion of this Agreement or between the Appendices themselves: (a) the terms and conditions in Appendix A to any Signed Agreement control/govern over the body (non-Appendices) and over the other Appendices, and (b) the terms and conditions in any other Appendix to a Signed Agreement control/govern over the body (non-Appendices) of this Agreement.
1.5. Conflicts. In the case of any conflict between and/or among (a) any applicable Signed Agreements, and (d) this Ts&Cs Agreement, they control/govern in the foregoing order (newest to oldest, except that any Master Agreement controls over any other Signed Agreements to which the Master Agreement applies).

2. Intellectual Property. Each Party shall retain sole ownership of all right, title, and interest in and to all of its Intellectual Property except to the extent expressly stated otherwise in this Agreement, a Duly Signed Writing, or a Counterparty consent.

3. Confidentiality.
3.1. Nondisclosure and Nonuse.
3.1.1. Recipient shall maintain all Disclosed Confidential Information in strict confidence and shall not Disclose any such Disclosed Confidential Information other than to its Representatives and as Compelled by Law. Recipient acknowledges the confidential and secret nature of the Disclosed Confidential Information and its extreme value to Discloser, and Recipient shall take reasonable precautions to protect Disclosed Confidential Information from unauthorized use, Disclosure, or possession, including all precautions Recipient employs with respect to its own confidential and/or proprietary information, material, and data of a similar nature that it does not wish to be public, but in any case, no less than reasonable care.
3.1.2. Recipient shall remain responsible for the actions and inactions of its Representatives (to whom Recipient has Disclosed the Disclosed Confidential Information) in connection with the Disclosed Confidential Information as if each such Representative were bound by the terms and conditions of this Agreement as Recipient. If an act or omission of such a Representative would, if committed by Recipient, constitute a breach of this Agreement, such act or omission shall constitute a breach of this Agreement by Recipient.
3.1.3. Recipient shall use Disclosed Confidential Information only for the Purpose and not for any other purpose, and Recipient shall not use such Disclosed Confidential Information in any manner except as reasonably required for the Purpose. Recipient shall not reproduce, reverse engineer, or create derivative works from Disclosed Confidential Information without the Discloser’s signed, written consent (except that copies may be made for the Purpose if used exclusively by Recipient and its Representatives pursuant to this Agreement as such copies remain Disclosed Confidential Information hereunder).
3.1.4. Nothing in this Agreement obligates a Party to make any particular Disclosure of Confidential Information.
3.1.5. Recipient shall promptly notify the Discloser of any unauthorized use, Disclosure, or possession of Disclosed Confidential Information that comes to Recipient’s attention.
3.1.6. Upon the written or electronic request of Discloser, Recipient shall promptly cease use of the Disclosed Confidential Information and either return or destroy/delete/erase the same; however, the foregoing does not require any action to return/destroy/delete/erase Backed Up/Retained Confidential Information. Upon request, an officer or director (or, if there are none, one of the most senior leaders) of Recipient shall promptly certify the successful completion of the foregoing return and/or destruction/deletion/erasure.
3.1.7. As between the Parties, Discloser retains all right, title, and interest in and to the Disclosed Confidential Information (including all Intellectual Property rights therein and thereto), and nothing in this Agreement grants or confers any such right to Recipient by license or otherwise.
3.2. Compelled Disclosure. Notwithstanding anything to the contrary herein, Recipient may Disclose Disclosed Confidential Information if and to the extent Compelled by Law. Recipient shall promptly notify, to the extent practicable and lawful, Discloser in writing of such demand for Disclosure. Discloser, at its sole expense, may seek to make such Disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Disclosed Confidential Information or to narrow the scope of the Disclosed Confidential Information that must be Disclosed as Compelled by Law. Recipient shall not oppose and shall reasonably cooperate with efforts by Discloser with respect to any such request for a protective order or other relief, and Recipient shall comply with any successful revocation of or revision to the original request to Disclose as Compelled by Law. Notwithstanding the foregoing, if Discloser is unable to legally seek or obtain or does not seek or obtain a protective order (or other narrowing of the scope) and if Disclosure is Compelled by Law, Recipient may Disclose such Disclosed Confidential Information in compliance therewith without liability under this Agreement.
3.3. Confidentiality Term. This Section 3 shall remain in effect for the Disclosure Period. Notwithstanding the foregoing, Disclosed Confidential Information shall be subject to the obligations of this Section 3 for the Confidentiality Period.
3.4. Legal Remedies. Recipient acknowledges that Disclosed Confidential Information was developed or obtained by Discloser (and/or its Affiliates) by investment of significant time, effort, and/or expense, that such Disclosed Confidential Information provides the Discloser (and/or its Affiliates) with a significant competitive advantage in its business(es), and that any violation or threatened violation of this Agreement (for example, unauthorized use and/or Disclosure of Disclosed Confidential Information by Recipient or any of its Representatives (to whom Recipient had Disclosed the Disclosed Confidential Information) and/or unauthorized possession of Disclosed Confidential Information) may cause Discloser (and/or its Affiliates) immediate and irreparable harm and/or loss (which may be difficult to ascertain and which may not be adequately compensated by damages at law), and therefore, in addition to Discloser’s other available forms of relief, Discloser shall be entitled to seek injunctive relief restraining Recipient’s violation or threatened violation of this Agreement without proof of actual monetary damages and without any requirement for the securing and/or posting of any bond or other security in connection with such remedy.

4. On Site Confidentiality and Safety. If one Party will be at another Party’s premises and/or at another location designated by such other Party: (1) the visiting Party shall follow (and shall ensure that its Personnel follow) all reasonable safety and security rules and procedures, as communicated to it and/or its Personnel from time to time; (2) the visiting Party and its Personnel may first be required to sign a reasonable confidentiality agreement and/or other reasonable agreements governing the visit (such as those that restrict the use of a camera or other recording device); and (3) the visiting Party shall comply (and shall ensure that its Personnel comply) with any such agreements if signed.

5. Liability and Indemnity.
5.1. LIMITATIONS OF LIABILITY & WAIVERS.
5.1.1. LIMITATIONS OF LIABILITY; WAIVERS. Notwithstanding anything to the contrary but only to the maximum extent permitted by law, IN NO EVENT SHALL URUS AND/OR ANY OF ITS AFFILIATES (AND/OR ANY OF ITS OR THEIR PERSONNEL, SUCCESSORS, AND/OR ASSIGNS) BE LIABLE TO COUNTERPARTY OR ANY OTHER PERSON (WHETHER AN INDIVIDUAL, ENTITY/ORGANIZATION, OR OTHERWISE) FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, INDIRECT, CONSEQUENTIAL, AND/OR SPECIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION, LOST BUSINESS, LOST AND/OR CORRUPTED DATA, LOST PROFITS, LOST SAVINGS, LOSS OR USE OR LACK OF AVAILABILITY OF THE PRODUCTS, DAMAGE TO GOODWILL AND/OR REPUTATION, AND/OR DEGRADATION IN VALUE OF BRANDS, TRADE NAMES, SERVICE NAMES, AND/OR SERVICE MARKS) EVEN IF IT/HE/SHE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE DAMAGES AROSE DUE TO ITS/HIS/HER NEGLIGENCE, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, FAILURE TO WARN, AND/OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION, AND/OR OTHERWISE, AND REGARDLESS OF THE FORM OF DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, AND/OR LOSS.
5.1.2. LIMITATIONS OF LIABILITY; LIABILITY CAP. IN THE EVENT OF ANY LIABILITY INCURRED BY URUS AND/OR ANY OF ITS AFFILIATES AND/OR ANY OF ITS AND/OR THEIR PERSONNEL, THEIR AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL IN NO EVENT EXCEED URUS’ LIABILITY CAP (AS DEFINED BELOW); provided, however, that for the avoidance of doubt, no liquidated damages owed by one Party to another Party under this Agreement shall be deemed to be limited by the foregoing sentence, and the foregoing shall not be interpreted to limit URUS’ rights and remedies to collect the payments and/or reimbursements described in this Agreement.
5.1.3. LIMITATION OF LIABILITY; REMEDIES. Counterparty may not institute any action in any form more than one year after the cause of action has arisen.
5.1.4. LIMITATION OF LIABILITY; ENFORCEABILITY. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND THAT SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A FUNDAMENTAL PART OF THE AGREEMENT BETWEEN COUNTERPARTY AND URUS.
5.2. Indemnification. Counterparty shall indemnify, defend (at URUS’ election), and hold harmless URUS, its Affiliates, and its and their Personnel from and against any and all direct and third-party (including governmental, quasi-governmental, and/or regulatory authorities’ and URUS’ Personnel’s) Claims and associated Losses that are connected with, arise out of, and/or are related to (and in connection with defense obligations and the costs thereof, defense-related Losses and all Claims that are allegedly connected with, arise out of, and/or are related to) any Counterparty Misconduct. Following the most recent adjudication or Settlement of any Claim, URUS shall be entitled to contribution for the costs and expenses to defend the Claim (including all reasonable attorneys’ fees and other reasonable defense and investigation costs and expenses).

6. Miscellaneous.
6.1. Intentionally Omitted.
6.2. Amendments/Modifications; Waivers.
6.2.1. No Signed Agreement may be amended/modified by either Party unless each Party amends/modifies it via a Duly Signed Writing using a form of the word “amends” therein.
6.2.2. Except to the extent otherwise expressly authorized in any other Authorized Term, no Party may amend/modify any other Authorized Term without the other Parties’ consent via a Duly Signed Writing.
6.2.3. None of the terms and conditions of this Agreement may be waived by URUS unless waived via a URUS Consent.
6.2.4. No waiver shall constitute a waiver of any other identical, similar, future, and/or other breach or matter.
6.2.5. No waiver, amendment, and/or modification made in a Statement of Work shall be applicable to any future and/or other Statement of Work.
6.2.6. Any delay or failure by either Party to exercise any right or remedy shall not constitute a waiver by that Party to thereafter enforce such right and obtain such remedy.
6.3. Severability. Each Party agrees that each of the obligations under this Agreement is separate, independent, and divisible from the others. If any term or condition (or any portion of any term or condition) in this Agreement is held to be invalid, illegal, or unenforceable, then to the extent allowed by law: (1) the same shall be construed and enforced so as to best effectuate the original intention of the Parties; and (2) such invalidity, illegality or unenforceability shall not affect any other term or condition therein or the whole thereof.
6.4. Successors and Assigns.
6.4.1. Neither this Agreement nor any right. license, or obligation under this Agreement may be Assigned by Counterparty, without URUS’ prior consent. URUS may freely Assign this Agreement and/or any right, license, and/or obligation under this Agreement.
6.4.2. Any purported Assignment by one Party without the consent required by this Section 6.4 is null, void, and unenforceable against the other Parties.
6.4.3. No permitted Assignment shall relieve the Assignor of its obligations incurred prior to the date of the Assignment.
6.4.4. Subject to the foregoing, this Agreement and the rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of the Parties’ successors in interest and permitted Assigns.
6.5. Notices.
6.5.1. Each Party shall provide notices under this Agreement in writing (and not electronically, although copies of notices may be provided electronically), and such notices will be deemed received upon the earlier of: (1) actual or constructive receipt; (2) seven (7) days after mailing if mailed from the U.S.A. to an addresses within the U.S.A., postage prepaid, by certified or registered mail or airmail, return receipt requested; (3) fourteen (14) days after mailing if mailed from one country and sent to a different country or to the same country when such country is not the U.S.A., in each case, postage prepaid, with proof of receipt requested if an option in the sending country; (4) one day after such notice is sent by internationally recognized overnight mail or courier (subject to confirmation of delivery); or (5) two days after such notice is sent by internationally recognized two-day mail or courier (subject to confirmation of delivery), in each case, to the address listed in this Agreement as the address to use for purposes of notices (or if no address is so designated, to its registered agent within the state or country of its organization/formation), or to such other address as may be designated in a Duly Signed Writing by the receiving Party as the address to use for purposes of notices. Notices to URUS must include a copy sent simultaneously to: [email protected].
6.5.2. EACH PARTY IRREVOCABLY CONSENTS THAT THE SENDING OF PROCESS IN THE MANNER PROVIDED IN THIS SECTION 6.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.
6.6. Governing Law; Disputes.
6.6.1. Except as required by U.S. federal law, this Agreement, each other written or electronic communication/document in connection with the foregoing, and/or each of the rights and obligations of the Parties and each claim related to and/or arising out of any of the foregoing and/or the breach thereof, including any question regarding the existence, validity, and/or termination of any agreement between the Parties (in each case, whether sounding in contract, warranty, tort. or otherwise) shall: (1) be governed, construed, and enforced in all respects (including as to validity, construction, interpretation, capacity, performance, and effect) by and in accordance with the internal laws of the Governing Jurisdiction, without regard to conflicts of laws rules, where “Governing Jurisdiction” means the State of Wisconsin, U.S.A.; and (2) not be governed by the provisions of the Conventions. For the avoidance of doubt, the Conventions are hereby excluded.
6.6.2. ANY LITIGATION/ACTION SHALL BE BROUGHT EXCLUSIVELY IN THE RESOLUTION JURISDICTION, where “RESOLUTION JURISDICTION” means Dane County, Wisconsin, U.S.A. EACH PARTY IRREVOCABLY CONSENTS AND SUBMITS (IN THE CASE OF LITIGATION/ACTION) TO THE JURISDICTION OF THE COURTS LOCATED IN THE RESOLUTION JURISDICTION (AS SUCH TERM IS DEFINED) AND, TO THE EXTENT PERMITTED BY LAW, WAIVES THE RIGHT TO CHANGE VENUE. COURTS IN THE RESOLUTION JURISDICTION (AS SUCH TERM IS DEFINED) SHALL CONSTITUTE THE EXCLUSIVE COURTS OF COMPETENT JURISDICTION AND VENUE FOR PURPOSES OF ANY DISPUTE (INCLUDING ALL QUESTIONS OF JURISDICTION).
6.6.3. Except as set forth in Section 6.6.4 below: (1) if both Parties are not a U.S. resident nor an entity/organization organized under the laws of any U.S. state, or (2) if and to the extent URUS elects, then all Disputes (as defined below) shall be resolved through individual binding arbitration. In arbitration there is no judge or jury and there is less discovery and less appellate review than in a proceeding in a court. In addition, by agreeing to arbitrate, both Parties are agreeing to waive the right to a jury trial. The arbitration shall be governed by the U.S. Federal Arbitration Act, 9 U.S.C. Sections 1 et seq., and conducted, except as otherwise agreed in writing, in accordance with: (a) the American Arbitration Association pursuant to its Commercial Arbitration Rules if both Parties are a U.S. resident and/or an entity/organization organized under the laws of any U.S. state, or (b) the International Institute for Conflict Prevention and Resolution Rules for Non Administered Arbitration if both Parties are not a U.S. resident nor an entity/organization organized under the laws of any U.S. state. The arbitration shall be conducted before one neutral arbitrator, and the language to be used in the arbitral proceedings shall be English. The seat, or legal place, of arbitration shall be in the Arbitration Jurisdiction, where “Arbitration Jurisdiction” means, Madison, Wisconsin, U.S.A. All aspects of the arbitration, including the fact that there is an arbitration proceeding, shall be treated as confidential and neither the parties thereto nor the arbitrator may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements, including as may be necessary or desirable to enforce the decision of the arbitrator. The result of the arbitration shall be binding on the parties and judgement on the arbitrator’s award may be entered into any court having jurisdiction. BY AGREEING TO ARBITRATE, EACH PARTY ALSO WAIVES THE RIGHT TO PROSECUTE OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE ACTION (if the Dispute shall be resolved through individual binding arbitration pursuant to the first sentence of this Section 6.6.3.) This class action waiver is material and essential party of and cannot be severed from this arbitration provision.
6.6.4. Notwithstanding the means and methods of resolving any dispute between the Parties and/or the location thereof: (1) a judgment in any action and/or a decision in any arbitration may be enforced in any other jurisdiction by suit on the judgment/decision; and (2) any action for equitable relief may be brought in any court having personal jurisdiction over the defendant.
6.7. Independent Contractors. Nothing contained in this Agreement, any Signed Agreement, any URUS Consent, and/or any other written or electronic communication/document in connection with any of the foregoing is intended to constitute or create an agency, a joint venture, a partnership, and/or a formal business organization of any kind. The status of the Parties with respect to one another is that of independent contractors.
6.8. Product of Negotiation; Legal Advice. Each Signed Agreement is the product of negotiation and shall be deemed to have been drafted by all Parties, and any rule of law or any legal decision that would require interpretation of any claimed ambiguities herein and/or therein against the Party that drafted it has no application and is expressly waived by the Parties. Each Party has been afforded the full opportunity to review this Agreement and to seek the advice of independent counsel.
6.9. Survival. The following shall survive any expiration or termination of this Agreement: any right of action occurring prior to termination/expiration and payment obligations and other terms and conditions that expressly and/or by implication are intended to survive termination/expiration (including any that pertain to limitation of liability, indemnity, representations and warranties, title, and confidentiality, and including Sections 1, 2, 3, 5, 6, and 7 hereof).
6.10. Currency; Set Off.
6.10.1. All currency or funds referred to in this Agreement and all payments to be made under this Agreement shall be in the currency set forth in the applicable Signed Agreement. URUS assumes no risk of currency exchange-rate fluctuation.
6.10.2. Counterparty shall pay URUS promptly when due without any deduction or set off by Counterparty whatsoever. COUNTERPARTY EXPRESSLY WAIVES ANY RIGHT TO SET OFF. URUS reserves the right to set off any amounts due Counterparty against any past due amounts owed by Counterparty.
6.11. Intentionally Omitted.
6.12. Force Majeure Event. URUS is not responsible for, and shall not be liable for any Losses resulting from, any delay and/or inability to perform if due to the following (the following, each, a “Force Majeure Event“): any situation, event, and/or circumstance whose cause is beyond such Party’s reasonable control, which includes those that are an act of God (including any hurricane, typhoon, drought, flood, earthquake, lightning, snowstorm, or other adverse weather condition or natural calamity); an act or threat of war (including, but not limited to, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, rebellion, revolution, insurrection, military, or usurped power, or civil war), terrorism, civil disorder, act of public enemy, nuclear or utility incident, manmade environmental or natural calamity, ire, transportation facilities, explosion, fire, embargo, change (including addition, modification, and/or deletion) in any Law, biosecurity hazard, epidemic, pandemic, infectious disease, illness, injury, famine, plague, quarantine, travel restriction, accident, sabotage, or damage to tangible property; a riot, lockout, walkout, strike, slowdown, injunction, or labor dispute, disruption, or controversy, in each case, even if reasonably preventable by URUS by acquiescing to labor’s demands; a delay in transportation; or a delay, disruption, or shortage of energy, power, water, utilities, labor, materials, supplies, equipment, or facilities, including a delay or failure of a carrier or a third-party supplier selected by URUS to be used in URUS’ performance, to provide that which is reasonably required for performance of such obligations. In the event of a Force Majeure Event affecting one Party, that Party shall promptly notify the other Parties and stay in reasonable contact regarding the status of the Force Majeure Event and its effects.
6.13. Liquidated Damages Generally. By describing any liquidated damages in this Agreement, each of the Parties agrees that it may be difficult to calculate damages from the nonconformance, default, and/or breach to which the liquidated damages apply and each stipulates that such liquidated damages are a genuine pre-estimate and a fair reflection of those Losses the injured Party would suffer, are intended to remove the uncertainty, cost, and complexity of proving actual damages, and accurately reflect damages to the injured Party, in each case, as a result of such nonconformance/default/breach to which the liquidated damages apply, and such liquidated damages are the injured Party’s sole and exclusive right and remedy for such nonconformance/default/breach (but shall not limit the injured Party’s other rights and remedies, including those with respect to nonconformities/defaults/breaches to which liquidated damages do not apply and rights and remedies in connection with any other breach of a covenant, representation, and/or warranty and/or of this Agreement).
6.14. Language. The Parties mutually agree that this Agreement is stated in the English language only. Les Parties conviennent mutuellement que le présent Accord est rédigé uniquement en langue anglaise.
6.15. Electronic Delivery; Electronic Signatures.
6.15.1. Except for legal notices, each Party consents to the use of electronic delivery of communications/documents, and each such electronic delivery is deemed to have the same legal effect as hand delivery, where examples of electronic delivery include a sent email, an upload to a web portal, or a submission using software such as DocuSign® or Adobe®. Each Party further consents to the use of electronic signatures on and within communications/documents, and each such electronic signature is deemed to have the same legal effect as an original, wet-ink signature, where examples of an electric signature include a .pdf or other copy of a handwritten signature or a signature in the form of one or more keystrokes or movements using electronic devices (such as checking a box with a keystroke, signing using a mouse, signing using software such as DocuSign® or Adobe®, or otherwise), except that each of the foregoing, to be binding against URUS, must have the appearance of a cursive signature. No Party may object to the use of such authorized electronic signatures or such authorized electronic delivery as a defense to the formation of a contract, forever waiving any and all such defenses, except, in each case, those defenses that would have been available were the communication/document a hand-delivered, original, wet-ink signed document.
6.15.2. Notwithstanding the foregoing, however, a typed name in the body or closing of an email or in a text message is not deemed to be an electronic signature or an intention to make an agreement by electronic means unless otherwise stated explicitly within such email or text message.
6.16. Counterparts. Each Signed Agreement may be signed in separate counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same document.
6.17. Interpretation. As used in this Agreement, Signed Agreements, URUS Consents, and other written or electronic communications/documents in connection with any of the foregoing:
6.17.1. The phrases “such as” and “for example” and any other similar expressions are not words of limitation, but rather mean “for example, but not by way of limitation”.
6.17.2. The words “including” and “includes” and any other similar expressions are not words of limitation, but rather indicate concepts such as “including, but not limited to” and “includes, but is not limited to”.
6.17.3. A capitalized term that is a grammatical form of a defined term has a corresponding meaning.
6.17.4. Words importing one gender include all other genders and expressions of non-gender.
6.17.5. References to a Party include that Party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation), and permitted Assigns.
6.17.6. Intentionally Omitted.
6.17.7. Headings, captions, and any tables of contents are inserted and used solely for convenience of reference and shall not control or otherwise affect interpretation.
6.17.8. Wherever appropriate (which includes in connection with the word “any”), the singular includes the plural, and the plural includes the singular.
6.17.9. A period of time dating from a given day or the day of a given act or event is to be calculated exclusive of that day.
6.17.10. A reference to a person, entity, organization, or entity/organization includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trust, an association (whether incorporated or not), and a government agency or authority.

7. Additional Definitions. As used in this Agreement, Signed Agreements, URUS Consents, and other written or electronic communications/documents in connection with any of the foregoing:
7.1. “Affiliates” of a specified entity/organization/person means all other entities/organizations/persons who are directly or indirectly controlled by, controlling, or under common control with such specified entity/organization/person, where “control” (including, with its correlative meanings, “controlling“, “controlled by” and “under common control with”) means the direct or indirect ownership of at least fifty percent (50%) of the voting securities or equity interests, or the ability to direct the management and policies, of such entity/organization/person through ownership, contract, or otherwise.
7.2. “Agreement” has the meaning ascribed to it in the opening paragraphs of this document.
7.3. “Appendix” means an appendix, exhibit, schedule, or addendum attached to any other part of this Agreement unless expressly stated otherwise.
7.4. “Arbitration Jurisdiction” has the meaning ascribed to it in Section 6.6.3.
7.5. “Assigned” means transferred, delegated, pledged, hypothecated, or otherwise disposed of, in any voluntary or involuntary manner (whether by transfer, merger or reorganization or similar transaction, consolidation, sale of all or substantially all properties and/or assets, acquisition, affiliation, division, conversion, dissolution, liquidation, or otherwise) in whole or in part.
7.6. “Backed Up/Retained” Confidential Information means Disclosed Confidential Information that is not returned nor destroyed/deleted/erased after Discloser’s written or electronic request to Recipient to do so, if such Disclosed Confidential Information:
7.6.1. is backed up on any disaster recovery tapes or other back-up media and if actions are taken (during the entire time so backed up) that are reasonably likely to permanently prevent access to such Disclosed Confidential Information by any entity, organization, or person other than information technology and other administrative employees of Recipient or any of its Representatives who are responsible for maintaining those disaster recovery tapes and other back-up media;
7.6.2. is retained as required by Law (including in connection with any litigation preservation holds) or cannot be returned or destroyed/deleted/erased without violating the Law, and in each case, is retained in such as manner as is required by, and/or otherwise pursuant to, the Law; and/or
7.6.3. is retained by Representatives of Recipient who are Recipient’s legal advisors and who retain the same solely for evidentiary purposes and/or proof of compliance.
7.7. “Claims” means claims, allegations, actions, causes of actions, and demands. 7.8. “Compelled by Law” means compelled or required by a demand for Disclosure pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or similar requirement of Law, in each case, to the extent verified by the legal opinion of Recipient’s legal counsel.
7.9. “Confidential Information” means all information, materials, and data, whether in visual, oral, written, and/or electronic form, of a confidential or proprietary nature, including as they relate to the Discloser’s (and each of its Affiliates’) business, operations, products, services, new product plans, new service plans, and samples; analysis, compilations, memoranda, demonstrations, and explanations; customer and supplier information; marketing plans, strategic plans, and other planning; financial and production results and forecasts; supply terms and customer and supplier information; research and development activities, designs, technologies, improvements, processes, procedures, formulas, methodologies, and technical specifications; and all other Intellectual Property, in each case, regardless of whether there are any restrictive markings such as “CONFIDENTIAL” or “PROPRIETARY”. Confidential Information includes the foregoing as reproduced, summarized, and/or reflected in, and/or that formed the basis for, any analyses, notes, summaries, compilations, studies, interpretations, reports, records, extracts, and/or other materials (whether in visual, oral, written, and/or electronic form) that are prepared, directly or indirectly by, on behalf of, and/or at the request of Recipient; provided, however, that materials so prepared (by, on behalf of, and/or at the request of Recipient) are not in their entirety included in the definition of Confidential Information. Notwithstanding the foregoing, however, Confidential Information does not include information, material, or data that Recipient proves through competent evidence meets one or more of the following (the following all together, the “Exclusions from the Definition of Confidential Information“):
7.9.1. is, at the time Disclosed, or, through no fault of Recipient or any of its Representatives (to whom Recipient has Disclosed the information, material, and/or data Disclosed by Discloser), becomes generally known to the public;
7.9.2. was rightfully in the possession of or known by Recipient or any of its Representatives before being Disclosed by Discloser;
7.9.3. was rightfully Disclosed to Recipient or any of its Representatives without restrictions by a third party who is not bound by any obligation of confidentiality with respect to such information, material, and/or data;
7.9.4. is released from confidential treatment by the signed, written consent of Discloser (to the extent of such release); or
7.9.5. was independently developed by Recipient or any of its Representatives without use of or reference to Disclosed Confidential Information.
7.10. “Confidentiality Period” means the period from the date of Disclosure until the applicable information, material, and/or data either: (1) no longer meets the definition of Confidential Information (through no fault of Recipient or any of its Representatives); or (2) no longer is, pursuant to applicable law, capable of being afforded treatment as Confidential Information.
7.11. “Conventions” means collectively: (1) the 1980 U.N. Convention on Contracts for the International Sale of Goods, as amended, (2) the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, and (3) the UNCITRAL Convention on Contracts for the International Sale of Goods, as each may be amended.
7.12. “Counterparty” has the meaning ascribed to it in the opening paragraphs of this document.
7.13. “Counterparty Indemnification Claim” means any Counterparty Misconduct, Counterparty’s IP Responsibility, and/or any improper, unlawful, unreasonable, negligent, and/or defect in any action and/or failure to act of Counterparty, any of its Affiliates, and/or any of its and/or their Personnel and/or end users (including any breach of this Agreement (including any breach of any representation and/or warranty) and/or any allegation of any condition and/or aspect of any offering by URUS and/or any of its Affiliates that may have resulted from any of the foregoing and/or that arose after the time of delivery to Counterparty, such as may be the case with respect to quality, possession, storage, handling, sale, invoicing, shipping, delivery, defect (whether latent or patent), and/or failure with respect to strict liability in tort, and/or with respect to any related instructions, warnings and/or advertising and/or promotional materials).
7.14. “Counterparty Misconduct” means each of: (1) Counterparty’s breach of any representation, warranty, covenant, and/or other term and/or condition in this Agreement; (2) breach or violation of any applicable Law related to this Agreement by Counterparty, any of its Affiliates, and/or any of its and/or their Personnel; and/or (3) any negligence, willful misconduct, fraud, and/or other tortious act and/or tortious failure to act of Counterparty, any of its Affiliates, and/or any of its and/or their Personnel.
7.15. “Disclosed Confidential Information” means Confidential Information Disclosed by Discloser, including such Confidential Information as reproduced, summarized, and/or reflected in, and/or that formed the basis for, any materials that are prepared, directly or indirectly, by, on behalf of, and/or at the request of Recipient.
7.16. “Discloser” means the Party who Discloses Confidential Information to another Party.
7.17. “Discloses” means discloses, divulges, and/or makes available directly or indirectly (including through and/or by Affiliates, Representatives, and/or Personnel).
7.18. “Disclosure Period” means the longer of the term of this Agreement or one (1) year after the Parties’ last interaction with each other in connection with the Purpose.
7.19. “Dispute” means any controversy or claim, whether sounding in contract, warranty, tort. or otherwise, arising out of or relating to: (1) the relationship between, on the one hand, URUS, any of its Affiliates, and/or any of its and their Personnel, and, on the other hand, Counterparty, any of its Affiliates, and/or any of its and their Personnel; (2) this Agreement; (3) any other written or electronic communication/document in connection with this Agreement; (4) the rights and/or obligations of the Parties; and/or (5) each claim related to and/or arising out of any of the foregoing and/or the breach thereof, including any question regarding the existence, validity, and/or termination of an agreement between the Parties regarding the subject matter hereof (in each case, whether sounding in contract, warranty, tort. or otherwise), but “Dispute” does not include: (a) any issue relating to the existence, scope, validity, or enforceability of the arbitration provisions of this Agreement, and (b) any controversy or claim relating to amounts charged under this Agreement that the Party charged elects to resolve pursuant to an applicable jurisdiction’s optional fee dispute arbitration or mediation process, if any.
7.20. “Duly Signed Writing” or “duly signed writing” means a writing signed via handwriting/wet-ink or signed via an electronic signature authorized by Section 6.15, in each case, delivered via non-electronic means or delivered via the electronic means authorized by Section 6.15.
7.21. “Effective Date” has the meaning ascribed to it in the applicable Signed Agreement..
7.22. “Exclusions from the Definition of Confidential Information” has the meaning ascribed to it in Section 7.9.
7.23. “Force Majeure Event” has the meaning ascribed to it in Section 6.12.
7.24. “Governing Jurisdiction” has the meaning ascribed to it in Section 6.6.1.
7.25. “Indemnified Party” means URUS, its Affiliates, and its and their Personnel as parties who are indemnified and/or for whom a Party has agreed to defend and/or hold harmless, in each case, pursuant to this Agreement.
7.26. “Indemnifying Party” means Counterparty as the Party who provides indemnification and/or agrees to defend and/or hold harmless, in each case, pursuant to this Agreement.
7.27. Intentionally Omitted.
7.28. “Intellectual Property” means all conceivable forms of intangible, proprietary, creative, technical, industrial, commercial, or informational rights, whether existing now or created, recognized, discovered, or arising in the future, in any jurisdiction, whether registered, unregistered, applied for, eligible for protection, or arising automatically, including: (1) all rights in inventions, discoveries, improvements, ideas, concepts, formulae, methods, techniques, processes, devices, machines, compositions, algorithms, models, and all patentable or non-patentable subject matter; (2) all rights in works of authorship, literary works, artistic works, software, source code, object code, databases, data sets, documentation, audiovisual works, graphics, schematics, and all other copyright or authors’ rights protected material, including derivative works, compilations, and moral rights to the fullest extent permitted by law; (3) all trademark related rights, including trademarks, service marks, trade names, logos, trade dress, brand elements, designations of origin, taglines, domain names, social media handles, and all associated goodwill; (4) all industrial design rights, design registrations, design patents, aesthetic creations, and ornamental aspects of products or interfaces; (5) all trade secret and confidentiality rights, including know-how, show-how, proprietary information, research results, business plans, financial data, customer lists, supplier information, specifications, prototypes, test data, and any information, material, or data treated or reasonably expected to be treated as confidential or proprietary; (6) all rights in geographical indications, appellations of origin, certification marks, collective marks, layout designs, mask works, semiconductor topographies, plant varieties, and similar specialized intellectual property rights; (7) all digital, data based, and emerging technology rights, including rights in machine learning models, training data, digital twins, virtual assets, metaverse property, non-fungible tokens, blockchain based identifiers, and any comparable rights arising from future current or future technological developments; (8) all rights of enforcement, including rights to sue, recover damages, seek injunctive relief, and obtain remedies for past, present, and future infringements, misappropriations, or violations regarding any of the foregoing or following; (9) all applications, registrations, renewals, extensions, continuations, restorations, and reissues relating to any of the foregoing or following; and (10) any other intellectual, proprietary, economic, moral, exploitation, or similar rights recognized now or in the future under the Laws of any jurisdiction.
7.29. “IP Responsibility” of a party means any Intellectual Property, information, equipment, materials, and/or processes/actions owned by and/or provided by that party (which, in the case of that which is provided by Counterparty, includes that which Counterparty uses excluding that which is owned by and/or provided by URUS).
7.30. “Laws” means, collectively, federal, state and provincial laws, rules, regulations, local ordinances, and/or orders or other legally binding directives (as each may be amended, extended, and/or re-enacted from time to time) from any judicial or administrative proceeding and/or by any governmental, quasi-governmental, and/or regulatory authority, including under international, regional, and/or local treaties, conventions, and/or legal regimes.
7.31. “LCIA Rules” means the rules of and by the London Court of International Arbitration.
7.32. “Losses” means judgments and awards resulting from Claims, settlements of such Claims (to the extent such settlements are made with both URUS’ and Counterparty’s approval via a Duly Signed Writing, which approval shall not be unreasonably withheld, delayed, or conditioned), and direct and/or third-party bodily injuries, illnesses, property damages, penalties, fines, liabilities, deficiencies, costs, expenses, losses, liabilities, and other damages (including all reasonable attorneys’ fees and other reasonable defense and investigation costs and expenses and including all of the foregoing in connection with any Counterparty Indemnification Claim regardless of who will or has defended against such Claim).
7.33. “Master Agreement” has the meaning ascribed to it in Section 1.3.
7.34. “Parties” has the meaning ascribed to it in Section 1.2.
7.35. “Personnel” of a Party means its and its Affiliates’ agents, representatives, officers, owners, members, directors, managers, employees, and subcontractors (and the agents, representative, officers, owners, members, directors, managers, employees, and subcontractors of such subcontractors).
7.36. Intentionally Omitted.
7.37. “Purpose” means establishing and, if so established, furthering a strategic business and/or contractual relationship, opportunity, investment, and/or transaction, in each case, between and/or among the Parties (including as it relates to this Agreement while it is in effect). The Purpose may be more specifically described in the Duly Signed Writing the references this Ts&Cs Agreement.
7.38. “Receives” means directly or indirectly receives, has been granted access to, is given, and/or has been made aware of.
7.39. “Recipient” means the Party who directly or indirectly (including through or by its Affiliates, Representatives, and Personnel) Receives Confidential Information that is Disclosed by Discloser.
7.40. Intentionally Omitted.
7.41. “Representatives” of a Party means such Party’s Affiliates and such Party’s and each of such Affiliates’ respective directors, partners, officers, managers, employees, agents, attorneys, representatives, independent contractors, and consultants, who, in each case, have a “need to know” such Disclosed Confidential Information as required in furtherance of the Purpose and, with respect to any of the foregoing who are not employees of Recipient, who have agreed to or are otherwise legally bound by written confidentiality, nondisclosure, and nonuse obligations that are consistent with, and no less restrictive than, those contained in this Agreement.
7.42. “RESOLUTION JURISDICTION” has the meaning ascribed to it in Section 6.6.2.
7.43. “Schedule” means a schedule attached to an Appendix or any other part of this Agreement unless expressly stated otherwise.
7.44. “Section” means a section or subsection of this Agreement unless expressly stated otherwise.
7.45. Intentionally Omitted.
7.46. “Signed Agreement” has the meaning ascribed to it in the opening paragraphs of this document.
7.47. Intentionally Omitted,
7.48. Intentionally Omitted.
7.49. “Taxes” or “taxes” means all foreign, federal, state, provincial, local, and other taxes, charges, fees, duties, levies, tariffs, duties, customs, withholdings, and other assessments and deficiencies of any and all kinds (including those relating to income, alternative or add-on minimum, accumulated earnings, personal holding company, franchise, business, mercantile, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, goods and services, excise, GST, customs duties, imports, transfer, conveyance, mortgage, gifts, estates, registration, stamp, documentary, recording, premium, severance, environmental (including with respect to section 59A of the Internal Revenue Code of 1986, as amended, extended, consolidated and/or replaced and all Laws promulgated thereunder), real property, personal property, ad valorem, intangibles, rent, occupancy, license, occupation, employment, unemployment insurance, social security (or similar), disability, workers’ compensation, payroll, health care, withholding, estimated and similar items), and any and all interest, fines, and penalties thereon and additions thereto (including interest, fines, and penalties on and additions to such interest, fines, penalties, and additions), whether disputed or not, imposed, assessed, or collected by or under any governmental, quasi-governmental, and/or regulatory authority, or payable pursuant to any tax-sharing agreement or other agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding relating to the sharing of taxes, charges, fees, duties, levies, tariffs, duties, customs, and other assessments and deficiencies.
7.50. “Third Party” means an entity, organization, or person that is not a Party to this Agreement.
7.51. “Ts&Cs Agreement” has the meaning ascribed to it in the opening paragraphs of this document.
7.52. “URUS” has the meaning ascribed to it in the opening paragraphs of this document.
7.53. “URUS Consent” is URUS’ consent set forth in a Duly Signed Writing.
7.54. “URUS’ LIABILITY CAP” means USD $100.

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