STANDARD TERMS AND CONDITIONS

1. DOCUMENTS COMPRISING AGREEMENT.

These Terms govern Yield Sec™'s provision of services and related deliverables to Client ("Services"), with terms and specifications that apply to the particular services and the compensation being charged (the "Compensation") set forth in an Order Form. An Order Form is any document that is signed by an authorized representative of each Party and sets forth the services and related deliverables and incorporates these Terms by reference (As specified, Order Form, together with these Terms are hereinafter collectively, this "Agreement"). In the event of any conflict between the terms and conditions of these Terms and those in an Order Form, the terms and conditions of these Terms shall prevail unless the Order Form explicitly states that it is intended to override specific provisions of these Terms.

2. PAYMENT AND INVOICING.

2.1 Client will pay Yield Sec™ the Compensation in the applicable Order Form. Additionally, Client will reimburse Yield Sec™ for any reasonable travel expenses incurred by Yield Sec™ during the course of performing the Services, including but not limited to hotel, automobile rental, other reasonable travel expenses, charges from third-party suppliers (to the extent not otherwise set forth in the Order Form), and other types of reasonable incidental expenses and out-of-pocket costs. Any such aforementioned expenses must be approved by Client before being incurred by Yield Sec™, and the Client shall not unreasonably withhold or delay approval.

2.2 The Compensation does not include taxes. Client is responsible for and agrees to pay all applicable sales, use, excise, personal property, and value-added taxes, or taxes of a similar nature (excluding personal property taxes on items owned and used exclusively by the other Party and taxes based on the other Party's net income which will be borne by such Party), imposed by any federal, state, provincial, or local government, or other taxing authority on all items, goods and/or services being provided under this Agreement. The Parties agree to cooperate to minimize any applicable sales, use, value-added, withholding, or similar tax and, in connection therewith, the Parties will provide each other with any relevant tax information as reasonably requested (including, without limitation, resale or exemption certificates, multi-state exemption certificates, value added tax numbers, information concerning the use of assets, materials, and notices of assessments). Client agrees to be responsible for paying any tax, penalty interest, and out-of-pocket expenses resulting from its failure to pay the appropriate taxes for goods and/or services provided by Yield Sec™ in a timely manner.

2.3 Yield Sec™ will invoice the Client monthly, as required unless otherwise stated in an applicable Order Form. Unless Client notifies Yield Sec™ of a good faith dispute regarding any Compensation within fifteen (15) days of receipt of an invoice, it will pay all amounts within thirty (30) days after the date it receives an invoice, or such earlier date as may be set forth in the Order Form. In the event of any invoice or portion of Compensation that is subject to a dispute, all undisputed amounts are due within forty-five (45) days after the date it receives an invoice, and the balance is determined to be due within fifteen (15) days after the dispute is resolved. In the event a Party fails to make any payments hereunder when due, interest (computed monthly) shall be charged on any such unpaid amount at the rate of 1.5% per month, or if less the highest rate allowed by law, from the due date until such invoices are paid in full.

2.4 Yield Sec™ shall maintain, in accordance with good industry practice, complete, accurate, and up-to-date accounting books, records, and supporting documentation in connection with this Agreement for the duration of the Order Form and a period of 2 years thereafter. No more than once per year, Client (and/or its authorized representatives) shall have the right on reasonable notice during normal business hours to inspect, audit, and, where necessary, take copies of agreements to verify the accuracy of the payments due and compliance with Yield Sec™' obligations under this Agreement. No audit shall extend beyond the two (2) years immediately preceding the requested audit date.

3. CONFIDENTIALITY.

3.1 In connection with this Agreement, a Party (the "Disclosing Party") may disclose to the other Party (the "Receiving Party") information that is commercially sensitive, confidential, proprietary, and/or trade secret to the Disclosing Party ("Confidential Information"). For the duration of this Agreement and a period of four (4) years after the Order Form entered into pursuant hereto has expired or been terminated without the prior consent of the Disclosing Party, the Receiving Party shall not disclose any such Confidential Information to any third party other than its employees, contractors, and agents as required in connection with the Services hereunder, and shall exercise the same degree of care in safeguarding and protecting the confidentiality of the Confidential Information that the Receiving Party exercises with respect to its own Confidential Information, but in no event less than a reasonable degree of care. The terms and conditions of the Order Form incorporating these Terms shall be considered Confidential Information of the Parties and shall not be disclosed without the other Party's written consent. The termination of this Agreement or any business relationship between, or involving, both Parties shall not relieve either Party of its obligations with respect to Confidential Information disclosed pursuant to the terms hereof. These obligations are in addition to any obligations a Party may have with respect to trade secrets under applicable law.

3.2 Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is at the time of its disclosure or thereafter becomes part of the public domain through a source other than the Receiving Party; (ii) was rightfully known to the Receiving Party as of the time of its disclosure without being subject to an obligation of confidentiality, (iii) is independently developed by the Receiving Party; (iv) is subsequently learned from a third-party not under a confidentiality obligation to the Disclosing Party. The foregoing notwithstanding, it is not a violation for the Receiving Party to disclose Confidential Information if it is compelled to disclose by a subpoena or order issued by a court of competent jurisdiction (each, an "Order") or is otherwise required to make disclosure Confidential Information in accordance with any applicable law, rule or regulation ("Legal Requirement"), provided that the Receiving Party gives the Disclosing Party prompt written notice of the Order or Legal Requirement (where legally permitted) and cooperates fully with the Disclosing Party (at the Disclosing Party's sole cost) prior to disclosure to provide the Company with the opportunity to interpose any and all objections it may have to disclosure of the information required by the Order or Legal Requirement, or to otherwise limit any disclosure required by the Order or other Legal Requirement to the maximum extent permitted by law (including requesting confidential information of any disclosed information) and all information disclosed shall remain Confidential Information until an exception provided in Section 3.2 applies to it.

3.3 The Receiving Party shall not retain any rights to any of the Disclosing Party's Confidential Information and shall not use said Confidential Information for any purpose other than to provide or receive Services hereunder, as the case may be to further the business relationship between the Parties; to evaluate a possible future relationship between the Parties; or to enforce its rights hereunder. On the request of the disclosing Party, the Receiving Party shall promptly destroy all Confidential Information of the Disclosing Party that is in possession of the receiving Party, provided that the Receiving Party may (a) retain, but not use, archived versions of such Confidential Information for a period of up to twenty-four (24) months after the expiration or termination of the Order Form entered into as part of this Agreement or longer if required to do so by operation of any applicable laws and (b) retain and use Confidential Information reasonably need for the purpose of enforcing its rights and establishing it has fulfilled its obligations under the Order Form solely to enforce its rights hereunder and to establish it has fulfilled its obligations hereunder for twenty-four (24) months after the expiration of such Order Form. The obligations under this Section 3 will continue regardless of the termination or expiration of this Agreement.

3.4 The Receiving Party will ensure that reasonable safeguards are in place designed to preclude unauthorized access to the Disclosing Party's Confidential Information, provided that such safeguards are at least equivalent to the greater of those (a) required by applicable law, rule, or regulation, or (b) used by the Receiving Party with respect to its own Confidential Information. Should the Receiving Party learn of or suspect that Confidential Information has been disclosed in violation of this Agreement, it will promptly notify the Disclosing Party and work to minimize any resultant harm.

4. PROPRIETARY RIGHTS.

4.1 All code, software programs, processes, methodologies, algorithms, and related know-how and residual knowledge developed, created, or used by Yield Sec™, its agents, or third-party licensors in connection with the performance of Services hereunder, including, without limitation, any computer programs, software products, processing platforms or other tools named in this Agreement, and any documentation relating thereto including any modifications, enhancements, new versions or derivative works thereof, and all trade secrets, copyrights, patents and other intellectual and proprietary rights therein (collectively referred to as the "Technology"), are Yield Sec™ Confidential Information and are owned by and remain the property of Yield Sec™ or its third-party licensor(s). In addition, any improvements or modifications to the Technology made during the term of this Agreement (including suggestions for improvements made by Client) shall belong exclusively to Yield Sec™.

4.2 All data and reports that Yield Sec™ provides for use to its clients, including all Yield Sec™- owned licensed data and any third-party data Yield Sec™ licenses for or on behalf of its clients and all information derived from using any of the foregoing (collectively, "Yield Sec™ Data") is Yield Sec™ Confidential Information and shall remain the property of Yield Sec™ or its third- party licensor(s).

4.3 Client acknowledges that in receiving Services hereunder, Client shall obtain no rights to the Technology or the Yield Sec™ Data beyond the use thereof for the term specified in the Order Form. Additional clarification and delineation of various Technology components that may encompass an overall Client services solution or any exceptions to ongoing use rights may only be addressed in the Order Form and in connection with the specifically negotiated business- related terms therein. Notwithstanding the foregoing, Yield Sec™ grants Client a revocable and non-exclusive license to use the Technology and Yield Sec™ Data to the extent that they form part of any deliverables under the Order, for the term of the Order Form only. Reports or other deliverables provided to Client as a result of the Service will be perpetually licensed to Client as long as they are used in accordance with the terms of this Agreement.

5. REPRESENTATIONS, CONFLICTS, WARRANTIES AND WARRANTY EXCLUSIONS.

5.1 Yield Sec™ warrants that (a) the Services it provides shall be performed in a professional and workmanlike manner, and (b) the Services it provides will be provided in material accordance with the agreed-upon requirements and specifications.

5.2 In providing the Services, Yield Sec™ relies on primary information from its proprietary processes and may also utilize third-party information and data. While Yield Sec™ will make reasonable efforts to ensure the accuracy of the information it shares, it does not take on the responsibility of verifying information from any person. Yield Sec™ will, therefore, have no liability for the accuracy or completeness of any third-party information.

5.3 The Parties shall enter into an appropriate data protection agreement in the event any form of personal data (as defined by the General Data Protection Regulations 2016) is shared between the Parties.

5.4 Each Party represents and warrants to the other that (a) it shall comply with all relevant laws in performing its respective responsibilities and exercising its rights under this Agreement, including but not limited to all laws relating to the prevention of bribery and corruption (such as the Bribery Act 2010 of the United Kingdom and the Foreign Corrupt Practices Act 1977 of the United States of America), the prevention of tax evasion and the prevention of modern slavery and shall have appropriate policies and procedures in place to ensure compliance with all relevant laws; and (b) it is authorized to enter this Agreement.

5.5 With respect to any information or content provided by or on behalf of Client, Client represents and warrants to Yield Sec™ that such information is true and complete, and it has the legal right to disclose and use all such information or content and to use such information or content for the purposes contemplated by this Agreement, and has obtained all applicable consents or authorizations therefore, if any.

5.6 OTHER THAN THE WARRANTIES SPECIFICALLY MADE IN THIS AGREEMENT, YIELD SEC™ MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED OR ARISING OUT OF CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ITS PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. YIELD SEC™ SHALL NOT BE DEEMED TO BE IN BREACH OF ANY REPRESENTATION OR WARRANTY TO THE EXTENT THAT SUCH BREACH RESULTS FROM THE ACT OR OMISSION OF A THIRD PARTY. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY Order Form.

5.7 Client will not seek to duplicate, compile, disassemble, decompile, reproduce, use, or in any way reverse engineer any Yield Sec™ Data or Yield Sec™ Confidential Information except as explicitly authorized in the Order Form. Yield Sec™ will not seek to duplicate, compile, disassemble, decompile, reproduce, use, or in any way reverse engineer any Client data or Company Confidential Information except as explicitly authorized in the Order Form or as required to provide the services pursuant to the Order Form.

6. LIMITATION OF LIABILITY.

6.1 NEITHER YIELD SEC™ NOR CLIENT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES HEREUNDER, EVEN IF A PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF THE DAMAGE AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT; PROVIDED THAT THIS SHALL NOT APPLY TO THE RIGHT OF YIELD SEC™ TO COMPENSATION PAYABLE HEREUNDER OR TO ANY DAMAGES ARISING OUT OF CLIENT'S UNAUTHORIZED USE OR DISCLOSURE OF YIELD SEC™ CONFIDENTIAL INFORMATION, YIELD SEC™ DATA, OR TECHNOLOGY.

6.2 EXCEPT FOR THE DAMAGES CAUSED BY A BREACH OF THE TERMS SET FORTH IN SECTION 4 ("CONFIDENTIALITY") AND SECTION 8 ("INDEMNIFICATION"), CLIENT AGREES THAT YIELD SEC™'S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES ACCRUING WITH RESPECT TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE LESSER OF (A) THE AMOUNT OF COMPENSATION CLIENT PAID TO YIELD SEC, UNDER THIS AGREEMENT, EXCLUDING ANY AMOUNTS PAID ON A PASS-THROUGH BASIS, DURING THE PRECEDING TWELVE (12) MONTH PERIOD, EXCLUDING ANY AMOUNTS PAID ON A PASS- THROUGH BASIS AND (B) TWO HUNDRED THOUSAND DOLLARS ($200,000).

6.3 EXCEPT FOR THE DAMAGES CAUSED BY A BREACH OF THE TERMS SET FORTH IN SECTION 4 (“CONFIDENTIALITY”), SECTION 5 (“PROPRIETARY RIGHTS”) AND SECTION 8 (“INDEMNIFICATION), YIELD SEC AGREES THAT CLIENT'S LIABILITY FOR ANY AND ALL DAMAGES SHALL IN NO EVENT EXCEED THE LESSER OF (A)THE AMOUNT OF COMPENSATION, NON-CANCELABLE COSTS OR OTHER AMOUNTS AS CLIENT AGREED TO PAY YIELD SEC UNDER THIS AGREEMENT AND (B) TWO HUNDRED THOUSAND DOLLARS ($200,000). CLAIMS FOR UNPAID COMPENSATION DUE PURSUANT TO SECTION 3 ("PAYMENTS AND INVOICING") ARE EXCLUDED FROM THE FOREGOING LIMITATION AS ARE CLAIMS FOR COMPENSATION THAT WOULD ACCRUE HEREUNDER UNDER THIS AGREEMENT IF CLIENT TERMINATES THIS AGREEMENT FOR BREACH.

7. INDEMNIFICATION.

7.1 Each Party shall indemnify (the "Indemnifying Party"), defend and hold harmless the other Party (the "Indemnified Party"), its employees, principals (shareholders or holders of an ownership interest, as the case may be), and agents, from and against any losses arising out of or resulting from (i) bodily injury or death of any person or damage to real and tangible personal property directly caused by the negligence or willful misconduct of the Indemnifying Party, its personnel or agents during the course of performing the Services; (ii) any workers' compensation claims that are made by the employees of the indemnifying Party against the other Party; (iii) third-party claims resulting from the breach of a Party's respective obligations set forth in this Agreement, (iv) use of the Services or any output of the Services other than as expressly authorized this Agreement, and (vii) services or goods provided using the Services or the output of the Services. In addition to the foregoing, Yield Sec™ shall indemnify, defend, and hold harmless the Client, its employees, principals, and agents from and against any losses arising out of or resulting from the Client's use of the Technology and the Yield Sec™ Data in accordance with the terms of this Agreement.

7.2 To receive the indemnities set forth in this Agreement, the Indemnified Party shall promptly notify the Indemnifying Party in writing of a claim or suit and provide reasonable cooperation (at the Indemnifying Party's expense) and grant the Indemnifying Party the sole and full authority to defend the claim or suit. However, the Indemnified Party may participate in the defense of such a claim or suit at its own expense. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party under any settlement made without the Indemnifying Party's written consent, provided such consent is not unreasonably withheld, conditioned, or delayed. The Indemnifying Party shall not settle any claim or suit without first obtaining the Indemnified Party's written permission, which shall not be unreasonably withheld, conditioned, or delayed. Each Party will promptly communicate any settlement offer or proposal to the other Party and will promptly and reasonably consider any such settlement offer or proposal that the other Party desires to accept or make.

8. INSURANCE.

Yield Sec™ shall place and maintain with responsible insurance carriers, policies, and amounts of insurance as set forth in these Terms.

Comprehensive General Liability: $1,000,000 per occurrence and $2,000,000 in the aggregate
Excess or Umbrella: $1,000,000 per occurrence
Employee Dishonesty/Crime: $1,000,000 per occurrence
Workers Compensation: Statutory

9. TERMINATION; EFFECT OF TERMINATION.

9.1 This Agreement shall become effective on the effective date specified in the Order Form and shall remain effective until terminated in accordance with this Section or the Order Form.

9.2 Termination of Agreement.

(a) In the event that the other Party has breached any of the material provisions of this Agreement, the non-breaching Party may terminate this Agreement by providing thirty (30) days prior written notice to the Party committing the breach, which notice shall set forth a description of the breach. If the breach is cured to the reasonable satisfaction of the non-breaching Party, within the above-mentioned thirty (30) day period, the non-breaching Party shall provide notice to the other Party of its satisfaction with the cure and the Agreement shall continue in effect in accordance with its terms as if no breach had occurred. If the breach is subject to being cured but the breaching Party needs more than thirty (30) days to cure such breach, then the cure period shall be extended by such time as is required to reasonably cure the breach so long as the breaching party is working diligently to cure such breach.

(b) In the event that either Party shall: (i) cease conducting business in the normal course; (ii) become insolvent; (iii) admit in writing its inability to meet its debts generally as they become due; (iv) make a general assignment for the benefit of creditors; (v) suffer or permit the appointment of a receiver, trustee, liquidator or conservator for its business or assets; (vi) avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of rights of creditors; or (vii) proceedings are commenced for the dissolution, winding-up or liquidation of either Party, then, at the option of the other Party, this Agreement shall terminate immediately.

(c) Any other right to terminate the Agreement prior to the expiration of its term may be addressed only in the Order Form and in connection with the specifically negotiated business- related terms therein.

9.3 In the event of a termination of this Agreement:

(a) Client shall pay Yield Sec™ all fees under this Agreement up to and including the date of termination of this Agreement within thirty (30) days after receipt (or such earlier date as the payment is otherwise due pursuant to this Agreement as though this Agreement were not terminated), together with any non-recoverable third-party fees and expenses incurred by Yield Sec™ after having already been approved by the Client.

(b) All obligations of the Parties hereunder shall cease except such obligations that survive termination hereunder pursuant to Section 11.13 herein.

10. MISCELLANEOUS.

10.1 Marketing/Publicity. Each party will participate in a written press release with the other party regarding the Services provided hereunder, provided that the text thereof will be subject to the approval of both parties, which approval will not be unreasonably refused or delayed.

10.2 Legal Notices. Any notices required or permitted under this Agreement (i.e., for material breaches, notices or claims for indemnification, etc.) shall be in writing and deemed to have been sufficiently given or served for all purposes when personally delivered, sent by overnight courier, registered mail, or email to the to this Agreement at the respective addresses as set forth in the Order Form.

10.3 Headings. The section headings to this Agreement do not form a part of it but are for convenience only and shall not affect or limit the meaning of the paragraphs.

10.4 Drafting. This Agreement shall be interpreted as if jointly drafted by each of the Parties hereto, and no interpretation shall be made for or against either Party based on who drafted this Agreement or any provision hereof.

10.5 Force Majeure. No Party to this Agreement shall be liable to the other by reason of any failure or delay in performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond the control and without the fault of such Party. Such causes may include but are not limited to acts of God or of the public enemy, acts of civil or military authority, fires, floods, epidemics, pandemics, quarantine restrictions, strikes, freight embargoes, unavailability of energy resources, riots or war, or any unusually severe weather conditions. In the event of any force majeure occurrence, the disabled Party shall promptly and in writing advise the other Party if it is unable to perform due to a force majeure event, the expected duration of such inability to perform, and of any developments (or changes therein) that appear likely to affect the ability of the disabled Party to perform any of its obligations in whole or in part.

10.6 Waivers. No waiver by either Party of any default hereunder by the other shall operate as a waiver of any other default or of a similar default on a future occasion. No waiver of any term or condition hereof by either Party shall be effective unless the same shall be in writing and signed by the Party granting the waiver.

10.7 Severability. In the event that any provision of this Agreement (other than a provision which goes to the essence of the consideration for this Agreement) is declared invalid, unenforceable, or void, to any extent, by a court of competent jurisdiction, the remainder of this Agreement and the application thereof shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

10.8 Applicable Law. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the state of Colorado, USA, without regard to any statutory or common-law provision pertaining to conflicts of laws. The Parties agree that courts of competent jurisdiction in the City and County of Denver in the State of Colorado and the United States District Court for the District of Colorado shall have concurrent jurisdiction with the arbitration tribunals of the American Arbitration Association for purposes of entering temporary, preliminary and permanent injunctive relief with regard to any action arising out of any breach or alleged breach of this Agreement. The Parties agree to submit to the personal jurisdiction of such courts and any other applicable court in the City and County of Denver in the State of Colorado and waive any objection as to the venue of such courts. The Parties further agree that the mailing of any process shall constitute a valid and lawful process against such Party. The Federal Arbitration Act., 9 U.S.C Section 1 et seq. shall govern any arbitration pursuant to this Agreement.

10.9 Arbitration. The Parties waive any claim that they may have that any of the foregoing courts is an inconvenient forum. The Parties agree that all controversies, claims, disputes, and matters in question arising out of or related to this Agreement, the performance under this Agreement, the breach of this Agreement, or any other matter or claim whatsoever (including but not limited to tort claims) shall be decided by binding arbitration before the American Arbitration Association, utilizing its Commercial Rules. Venue for any arbitration between the Parties shall be had and is mandatory in Denver, Colorado, to the exclusion of all other places of venue, for all matters that arise under this Agreement.

10.10 Modifications. This Agreement may not be modified except as mutually agreed to in writing, signed by an authorized representative of each Party.

10.11 Relationship between Parties. Yield Sec™ is an independent contractor of Client. Nothing herein shall be construed as creating a joint venture, partnership, or similar relationship.

10.12 Cumulative Rights. Except as otherwise expressly set forth in this Agreement, all of the rights and remedies of Yield Sec™ hereunder (whether evidenced hereby or by any other agreement, instrument, or document or granted by statutory or decisional law) shall be cumulative but may be exercised singularly or concurrently.

10.13 Survival. Notwithstanding anything herein to the contrary, all terms of this Agreement that logically should survive the termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, and limitation of liability provisions, shall survive.

10.14 Assignment, Either Party shall have the right to assign all rights and liabilities hereunder to any person or entity that (i) acquires all or substantially all of its operating assets or (ii) results from a merger or reorganization pursuant to any plan of merger or reorganization. Notwithstanding the previous sentence, Yield Sec™ may assign this Agreement to an affiliate without the consent of Client. Any other assignments by either Party, in whole or part, shall require the prior written consent of the other Party, without which such assignments are null and void. This Agreement shall inure to the benefit of and be binding upon the Parties and each Party's respective successors, permitted assigns, and legal representatives.

10.15 Counterparts. The Order Form may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. A facsimile, telecopy, or other reproduction of the Order Form may be executed by one or more Parties hereto and delivered by such Party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen. Such execution and delivery shall be considered valid, binding, and effective for all purposes.

10.16 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties hereto with respect to the subject matter of hereto and supersedes all prior agreements, commitments, arrangements, negotiations, or understandings, whether oral or written, between the Parties with respect thereto. There are no agreements, covenants, undertakings,