Last Updated: March 2, 2025
This Master Services Agreement (“Agreement”) is between Centro, LLC, a Colorado limited liability company (“Centro”) and the party accepting this Agreement(“Customer”) to establish the terms pursuant to which Customer will purchase, and Centro will provide, access to and use of Centro’s proprietary software platform that provides tools and automations that allow personnel to effectively interact between platforms, pursuant to the terms and conditions of this Agreement. This Agreement is effective as of the date of Customer acceptance of this Agreement (the “Effective Date”)
CUSTOMER ACCEPTS THIS AGREEMENT BY: (1) SIGNING AN ORDER (AS DEFINED BELOW) THAT REFERENCES THIS AGREEMENT; (2) PAYING AN INVOICE REFERENCING THE SERVICES (AS DEFINED BELOW); (3) SUBMITTING CREDIT CARD OR OTHER PAYMENT INFORMATION; OR (4) OTHERWISE ACCESSING THE PLATFORM.
THE SERVICES AND CUSTOMER’S ACCESS TO AND USE OF THE PLATFORM ARE EXPRESSLY CONDITIONED ON CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT,AND CUSTOMER MAY ONLY ACCESS AND USE THE PLATFORM, AND CENTRO WILL ONLY PROVIDE THE SERVICES, UPON THE TERMS AND CONDITIONS HEREIN. ANY INDIVIDUAL AGREEING TOTHIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, IF THE PARTIES HAVE OTHERWISE AGREED TO A SEPARATE WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF EACH PARTY GOVERNING THE SERVICES AND CUSTOMER’S ACCESS TO AND USE OF THE PLATFORM (THE “SERVICES AGREEMENT”), SUCH SERVICES AGREEMENT APPLIES AND THIS AGREEMENT WILL BE OFNO FORCE OR EFFECT.
The parties agree as follows:
1. Definitions.
1.1 “Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the outstanding voting securities (but only for as long as such entity meets these requirements).
1.2 “Content” means content, data, and information that is owned by Centro or any of its licensors that is provided or made available by Centro through use of the Platform or as part of or in connection with Centro’s provision of Services. Content does not include Customer Data.
1.3 “Customer Data” means the electronic data and information in put into the Platform by or on behalf of Customer. Customer Data does not include UsageData or Aggregated Data.
1.4 “Documentation” means any user materials, instructions, and specifications made available by Centro to Customer for the Services.
1.5 “Implementation Services” means Centro’s standard implementation and set up services for the Platform.
1.6 “Order” means any written order document executed by Centro and Customer setting forth the terms and conditions relating to the Services. Each Order is incorporated by reference into this Agreement.
1.7 “Platform” means Centro’s proprietary platform utilized by Centro to provide the Software to Customer under this Agreement. The Platform does not include Customer’s connectivity equipment, internet and network connections, hardware, software and other equipment as may be necessary for Customer and itsUsers to connect to and obtain access to the Platform or to utilize theServices.
1.8 “Services” means, collectively, Implementation Services, access to the Platform, Support Services, and the other services made available on, by, or through the Platform by Centro under thisAgreement.
1.9 “Software” means Centro’s proprietary software as a service offering as set forth in the applicable Order and made available through remote access by Centro to Customer and Users as part of the Platform, including any modified, updated, or enhanced versions that may become part of the Software.
1.10 “Support Services” means Centro’s standard technical support and Software maintenance.
1.11 “Usage Data” means any content, data, or information that is collected or produced by the Platform in connection with use of the Services that does not identifyCustomer or its Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Platform.
1.12 “Users” means Customer’s employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer.
2. Services.
2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Centro shall provide the Services to Customer and its Users.
2.2 Cooperation. Customer shall supply to Centro the Customer Data along with access and personnel resources that Centro reasonably requests in order for Centro to provide the Services.
2.3 Resources. Customer is solely responsible for, at its own expense, acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, third-party software, including, but not limited to, access to Salesforce, Microsoft Teams, and/or Slack, and other equipment as may be necessary for its Users to connect to and access the Platform.
2.4 Third Party Offerings. Centro may make access to or use of third-party software services, applications, or functionality that link to, interoperate with, or are incorporated into the Platform available to Customer, including, but not limited to, Slack, Microsoft Teams, and Salesforce (collectively, “Third-Party Offerings”). Customer acknowledges that Centro does not own or control such Third-Party Offerings they are made available as a convenience only and are not part of the Platform or subject to any of the obligations with respect to Platform under this Agreement and that such Third-Party Offerings are subject to their own terms and conditions. Any acquisition by Customer of Third-Party Offerings, and any exchange of data between Customer and its Users and any Third-Party Offering is solely between Customer and its Users and the applicable Third-Party Offering provider. Access to and use of any Third-Party Offering is at Customer’s own risk and is solely determined by the relevant third-party provider and is subject to such additional terms and conditions applicable to such Third-Party Offering. Centro may disable or restrict access to any Third-Party Offerings on the Platform at any time without notice. Centro is not liable for any Third-Party Offering or any Customer Data provided to a third party via a Third-Party Offering. If the Services require Centro to access and use any Third-Party Offerings on the Customer’s behalf, Customer hereby grants to Centro a non-exclusive, non-transferable (except as otherwise provided in Section 12.3) right and license to access and use such Third-Party Offering solely as necessary for Company to perform the Services.
3. GRANT OF RIGHTS.
3.1 Access Rights; Customer’s Use of the Platform. Subject to the terms and conditions of this Agreement, Centro hereby grants to Customer, during the Term (as defined below), a non-exclusive, non-transferable (except as permitted by Section 12.3), non-sublicensable right to access and use the Platform for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation and the terms and conditions of this Agreement and subject to the usage limitations set forth in the applicable Order (the “Usage Limitations”). Centro and its licensors reserve all rights in and to the Platform and theServices not expressly granted to Customer under this Agreement.
3.2 Restrictions on Use. Customer shall not (a) reproduce, display, download, modify, create derivative works of or distribute the Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform or any component thereof; (b) use the Platform, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Customer or Customer Affiliates; (c) permit any party, other than the then-currently authorized Users to independently access the Platform; (d) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) exceed the Usage Limitations; or (f) use the Platform to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
3.3 Users. Under the rights granted toCustomer under this Agreement, Customer may permit its and its Affiliates’ independent contractors and employees to become Users in order to access and use the Platform in accordance with this Agreement; provided that Customer will be liable for the acts and omissions of all Customer Affiliates and Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall not, and shall not permit any User to, use the Platform, Software or Documentation except as expressly permitted under this Agreement. Customer is responsible for Users’ compliance with this Agreement.
3.4 Prohibited Data. Not withstanding anything to the contrary in this Agreement, Customer shall not, and shall take commercially reasonable efforts to ensure that its Users do not, upload to the Platform or otherwise submit or make accessible to Centro any financial account or government issued identifiers (e.g., social security numbers, credit card information, or bank information), protected health information, or other types of sensitive data that is subject to specific or elevated data protection requirements(other than Personal Data (as defined in the DPA)) (collectively, “Prohibited Data”). Notwithstanding anything to the contrary in this Agreement,Customer acknowledges that: (i) the Software and Platform are not intended for the management or protection of Prohibited Data and may not provide adequate or legally required security for Prohibited Data; and (ii) Centro will have no liability for any failure to provide protections set forth in any laws, rules, regulations, or standards applicable to such Prohibited Data or to otherwise protect the Prohibited Data. If Customer or any Users upload any Prohibited Data to the Platform in violation of this Section 3.4, Centro may, without limiting any of its other rights and remedies, delete such Prohibited Data.
4. Fees and Payment Terms.
4.1 Price. Customer shall pay Centro the fees set forth in the applicable Order (“Fees”) in accordance with the terms of this Agreement. Fees are exclusive of, and Customer shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any Fees or any amounts owed to Centro under this Agreement (excluding any taxes arising from Centro’s income or any employment taxes).
4.2 Payment. If Customer is paying via an invoice, except as otherwise set forth in the applicable Order, Customer shall pay to Centro all Fees within 30 days after Customer’s receipt of the applicable invoice for such Services. If Customer is paying via credit card, Centro will bill Customer’s credit card for all Fees. Customer shall provide Centro with accurate and complete credit card billing information. Customer’s agreement with its credit card or other payment provider governs Customer’s use of the designated credit card and payment provider account, and Customer must refer to that agreement and not this Agreement to determine Customer’s rights and liabilities. By providing Centro with Customer’s credit card number or payment provider account and associated payment information, Customer hereby authorizes Centro to charge Customer’s credit card or account for all Fees and charges due and payable to Centro under this Agreement. Centro will bill such charges in advance, in accordance with Centro’s standard billing practices. Centro is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from Fees billed by Centro to Customer’s credit card. If Customer disagrees with any Fees set forth in an invoice or a credit card bill, Customer must notify Centro of the dispute within 30 days after receipt of such invoice or billing. If Centro does not receive notice of a dispute during such 30-day period, Customer will be deemed to have accepted the applicable Fees. All payments received by Centro are non-refundable except as otherwise expressly provided in this Agreement. Customer shall make all payments in United States dollars.
5. Term and Termination.
5.1 Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this Agreement, continues until all Orders have terminated (“Term”).If this Agreement terminates because all Orders have terminated, the parties may resume the Term by entering into a subsequent Order.
5.2 Order Term. The term of an Order begins on the date set forth in the Order and continues for the period set forth in the applicable Order or, if applicable, until terminated in accordance with the Order (the “Order Term”).
5.3 Termination for Cause. A party may terminate this Agreement or an Order upon notice if the other party breaches any material provision of this Agreement and (provided that such breach is capable of cure) does not cure such breach within 30 days after being provided with written notice of such breach.
5.4 Effects of Termination. Upon termination of this Agreement and all Orders: (a) all amounts owed to Centro under this Agreement before such termination will be due and payable in accordance with Section 4; (b) Customer’s rights granted in this Agreement will immediately cease; (c) Customer shall promptly discontinue all access and use of the Platform and return or erase, all copies of the Documentation in Customer’s possession or control; and(d) Centro shall promptly return or erase all Customer Data, except that Centro may retain Customer Data in Centro’s archived backup files. Sections 4, 5.4, 6, 7.3, 8, 9, 10, and 11 survive expiration or termination of this Agreement.
5.5 Suspension. Not withstanding anything to the contrary in this Agreement, Centro may suspend Customer’s access to the Platform if Centro determines that: (a) there is an attack on the Platform; (b) Customer’s or any of its Users’ use of the Platform poses a reasonable risk of harm or liability to Centro and, if capable of being cured, Customer is not taking appropriate action to cure such risk; (c) Customer has breached Sections 3.2 or 10; (d) Customer’s or its Users’ use of the Platform violates applicable law; or (e) Customer has failed to pay any undisputed amounts owed under this Agreement when due and has failed to cure such late payment within 15 days after Centro has provided Customer with written notice of such late payment. Centro shall use commercially reasonable efforts to provide Customer with notice of such suspension. Centro may suspend Customer’s access to the Platform until the situation giving rise to the suspension has been remedied to Centro’s reasonable satisfaction. Centro’s suspension of Customer’s access to the Platform will not relieve Customer of its payment obligations under this Agreement.
6. PROPRIETARY RIGHTS.
6.1 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data, including all intellectual property rights therein.
6.2 Customer Data License Grant. Customer hereby grants to Centro and its authorized representatives and contractors, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 12.3) license to use the Customer Data solely for the limited purpose of performing the Services for Customer and fulfilling its other obligations and exercising its rights under this Agreement.
6.3 The Services. All proprietary technology utilized by Centro to perform its obligations under this Agreement, and all intellectual property rights in and to the foregoing, as between the parties, are the exclusive property of Centro. Centro or its third party licensors retain ownership of all right, title, and interest to all copyrights, patents, trademarks, trade secrets, and other intellectual property rights in and to the Content and the Platform, including without limitation the Software, Documentation, customizations, and enhancements, and all processes, know-how, and the like utilized by or created by Centro in performing under thisAgreement. Any rights not expressly granted to Customer hereunder are reserved by Centro.
6.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Centro may analyze Customer Data to create a de-identified or aggregated data set that does not identify Customer or its Users (collectively,“Aggregated Data”). Centro retains ownership of all right, title, and interest in and to Aggregated Data. Centro may use Aggregated Data for any lawful purpose, including, but not limited to, to improve, market, and provide the Services.
6.5 Usage Data. Centro retains ownership of all right, title, and interest in and to the Usage Data. Centro may use Usage Data in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Centro’s services, systems, and algorithms.
7. Customer Warranty; Disclaimers.
7.1 Right to Customer Data and Third-Party Offerings. Customer represents and warrants that it has the right to: (a) use the Customer Data as contemplated by this Agreement; and (b) grant Centro the rights and licenses in Section 2.4 and Section 6.2.
7.2 Disclaimer. THE PLATFORM AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. CENTRO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. CENTRO MAKES NO WARRANTY THAT THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.
8. Indemnification.
8.1 Claims Against Customer. Centro shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Software infringes any intellectual property rights of such third party (a “Customer Claim”), and Centro shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”)that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Centro in writing of such Customer Claim; (b) giving Centro sole control of the defense thereof and any related settlement negotiations; and(c) cooperating and, at Centro’s request and expense, assisting in such defense. In the event that the use of the Platform is enjoined, Centro shall, at its option and at its own expense either: (i) procure for Customer the right to continue using the Platform; (ii) replace theSoftware with a non-infringing but functionally equivalent product; (iii) modify the Software so it becomes non-infringing; or (iv) terminate this Agreement and refund the amounts Customer paid for access to the Platform that relate to the period during which Customer was not able to use the Platform. Notwithstanding the foregoing, Centro will have no obligation under this Section 8.1 with respect to any infringement claim based upon: (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform in combination with products, equipment, software, or data that Centro did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; (3) any modification of the Platform by any person other than Centro or its authorized agents or subcontractors; or (4) any Third-Party Offering. This Section 8.1 states Centro’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.
8.2 Claims Against Centro. Customer shall defend, any claim, suit, or action against Centro brought by a third party to the extent that such claim, suit, or action is based upon Centro’s use of any Customer Data in accordance with this Agreement or Customer’s use of any Customer Data (a “Centro Claim”) and Customer shall indemnify and hold Centro harmless, from and against Losses that are specifically attributable to such Centro Claim or those costs and damages agreed to in a settlement of such Centro Claim. The foregoing obligations are conditioned on Centro: (a) promptly notifying Customer in writing of such Centro Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 8.2 or otherwise with respect to any Centro Claim to the extent based upon Centro’s use of the Customer Data in violation of this Agreement.
9. Limitations of Liability. In no event will EITHER PARTY be liable for any consequential, indirect, EXEmplary, special, or incidental damages, OR FOR any lost data, lost profits, OR costs of procurement of substitute goods or services, arising from or relating to this Agreement, however caused and under any theory of liability (including negligence), even if SUCH PARTY has been advised of the possibility of such damages. EACH PARTY’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the amount OF FEES PAID OR OWED BY Customer TO Centro UNDER THIS AGREEMENT in the 12 months prior to THE EVENTS GIVING RISE TO SUCH LIABILITY.
10. Confidentiality.
10.1 Definitions. “Confidential Information” means all information disclosed by one party (“Discloser”) to the other party (“Recipient”)under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party. Centro’s Confidential Information includes Software and Documentation. Customer’s Confidential Information includes Customer Data.
10.2 Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient’s employees and independent contractors who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than Recipient’s obligations under this Section 10. Recipient will be liable to the Discloser for any of its employees’ and independent contractors’ acts or omissions, which, if performed by Recipient, would constitute a breach of this Section 10. Recipient shall protect Confidential Information from unauthorized use, access, and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
10.3 Exceptions. Recipient will have no confidentiality obligations under Section 10.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may discloseConfidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process on the condition that, to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser.
11. DATA PROTECTION. Centro andCustomer shall comply with the Data Processing Addendum in effect on the Effective Date located at www.centro.rocks/dpa (the “DPA”) with respect to the processing of any Customer Personal Data (as defined in the DPA).
12. General.
12.1 Independent Contractor. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.
12.2 Subcontractors. Centro may utilize subcontractors, subprocessors, and other third-party service providers (collectively, “Subcontractors”)in the performance of its obligations, provided that Centro will remain liable and responsible for the Subcontractors’ acts and omissions to the extent any of such acts or omissions, if performed by Centro, would constitute a breach of, or otherwise give rise to liability to Centro under, this Agreement when they are performing for or on behalf of Centro.
12.3 Assignment. Neither party may assign this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent; except that a party may assign this Agreement without consent from the other party to (a) an Affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, acquisition, or sale of all or substantially all of its assets, or otherwise. Any attempted assignment in violation of the foregoing will be void and of no force or effect.
12.4 Force Majeure. Except for payment obligations, neither party will be liable for any breach of this Agreement, or for any delay or failure of performance, resulting from any cause beyond that party’s reasonable control.
12.5 Notices. To be effective, notices underthis Agreement must be delivered to the other party in writing via email at theaddress for each party first set forth in this Section or via the Slack connectchannel shared by the two parties. The email address for notices being sent to Centroegal@centro.rocks, and the email address for noticesbeing sent to Customer is the primary email address that Centro has on file forCustomer. Notices sent in accordance with this Section will be effective upon delivery.Each party may update its notice address in accordance with this provision.
12.6 Governing Law; Venue. The laws of the State of Colorado govern this Agreement and any matters related to thisAgreement, without regard to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Denver, Colorado in any litigation arising out of this Agreement or the Services.
12.7 Remedies. Each party acknowledges that any actual or threatened breach of Sections 3.2 or 10 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.
12.8 Compliance with Laws. Each party shall comply with all laws, rules, and regulations, applicable to that party in connection with this Agreement.
12.9 Waivers. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.10 Severability. If any provision of this Agreement is unenforceable, the other provisions of this Agreement will be unimpaired, and the unenforceable provision will be deemed modified so that it is enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).
12.11 Modification. Centro may modify this Agreement at any time, upon written notice to Customer. Any such modification will become effective with respect to the applicable Order upon: (a) if the Customer is on a term commitment, the commencement of the subsequent term for such Order following the date of such notice, or, (b) if Customer is on a month to month contract, 30 days following the date of such notice. If Customer does not agree to the modified Agreement, Customer may choose to not enter into a subsequent order. Except as otherwise set forth in this Section, this Agreement may not otherwise be modified except by a written amendment signed by an authorized representative of each party.
12.12 Entire Agreement. This Agreement, including any Order and any exhibits or attachments there to, constitutes the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either party will be binding on the other party unless accepted in writing by both parties, and each party hereby objects to and rejects all terms and conditions not so accepted. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Agreement will govern unless the Order specifically overrides this Agreement.