GENERAL TERMS AND CONDITIONS

These General Terms and Conditions form part of the Master Services Agreement made between PUBLIC WILLS PTE. LTD., a company incorporated in Singapore, together with its Affiliates (collectively, “Public Wills,” “we,” “our,” or “us”), and the Customer.

“Customer,” “you,” and “your” means the person or entity that has executed a Service Order with Public Wills.

“Agreement” means these General Terms and Conditions together with all documents incorporated herein by reference, including the applicable Service Order(s), Statement(s) of Work, and Product Specific Terms, if any, executed by the Customer.

1. DEFINITIONS

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means ownership of more than fifty percent (50%) of the voting interests of such entity or the power to direct its management.

“Aggregate Data” means information, data, analytics, and statistics derived from use of the Services that is de-identified, anonymized, or otherwise aggregated so that it does not reasonably identify Customer, any Contracting Affiliate, any Authorized User, or any identifiable natural person.

“Applicable Laws” means all laws, statutes, regulations, codes, rules, directives, regulatory guidance, and court orders applicable to the Services or to Customer’s use of the Services, including applicable laws relating to data protection, privacy, electronic transactions, intellectual property, and wills and estate planning.

“Authorized Users” means the employees, officers, directors, contractors, consultants, or agents of Customer or, where applicable, its Contracting Affiliates, who are authorized by Customer to access and use the Services under this Agreement.

“Confidential Information” has the meaning given in Section 6.1.

“Contract Anniversary Date” means, with respect to a Service, each anniversary of the Contract Start Date during the applicable Term.

“Contract Start Date” means the billing commencement date for the applicable Services, excluding any One-Time Fixed Fees unless otherwise stated, as set out in the applicable Statement of Work or Service Order.

“Contracting Affiliate” means a person or entity, other than the Primary Contracting Party, that:

(a) is an Affiliate of, or is owned, controlled, or managed by, the Primary Contracting Party;

(b) is identified in a Service Order as a user or recipient of the Services;

(c) is not a competitor of Public Wills and is not in the business of developing or offering services substantially similar to the Services; and

(d) has executed a Service Order or is otherwise expressly authorized in writing by Public Wills to receive the Services under this Agreement.

“Customer Data” means all data, content, documents, records, instructions, personal data, and other information submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer or its Authorized Users through the Services. Customer Data does not include Aggregate Data or Public Wills Data.

“Documentation” means user manuals, onboarding materials, workflow guides, technical documentation, knowledge base articles, training materials, and other written or electronic materials made available by Public Wills describing the Services.

“Feedback” means comments, suggestions, ideas, enhancement requests, recommendations, or other input provided by Customer or its Authorized Users regarding the Services.

“Fees” means all fees, charges, and amounts payable by Customer under a Service Order, Statement of Work, or this Agreement, including Recurring Fees, One-Time Fixed Fees, Professional Services fees, Usage Fees, and approved expense reimbursements.

“Initial Term” means the initial subscription term for the applicable Services as set out in the applicable Service Order.

“Intellectual Property Rights” means all patents, copyrights, trademarks, service marks, trade names, trade secrets, database rights, moral rights, know-how, and other proprietary or intellectual property rights, whether registered or unregistered, anywhere in the world.

“One-Time Fixed Fees” means any one-time fees for implementation, onboarding, setup, migration, training, or other non-recurring Services identified in a Service Order or Statement of Work.

“Primary Contracting Party” means the person or entity that executes a Service Order on behalf of itself and, where applicable, on behalf of one or more Contracting Affiliates.

“Product” means a specific Service or service package identified in a Service Order.

“Product Specific Terms” means any additional terms applicable to a specific Product and incorporated by reference into the relevant Service Order.

“Professional Services” means implementation, onboarding, migration, setup, training, consulting, workflow design, template customization, or other professional or advisory services performed by Public Wills, other than provision of the hosted subscription Services themselves.

“Prohibited Content” means any content, data, or material that:

(a) is unlawful;

(b) infringes, misappropriates, or violates any third party’s Intellectual Property Rights or privacy rights;

(c) is fraudulent, defamatory, obscene, or misleading;

(d) contains malicious code, malware, ransomware, spyware, viruses, or similar harmful components; or

(e) otherwise violates this Agreement or Applicable Laws.

“Prohibited Data” means any data that Customer is not permitted to provide to Public Wills under Applicable Laws or under this Agreement, including payment card data unless expressly permitted in writing, login credentials for third-party accounts, national identification numbers where not required for the Services, or any special category or highly sensitive personal data except to the extent expressly contemplated by the Services and lawfully provided.

“Public Wills Data” means the Services, software, workflows, templates, forms, interface design, aggregate analytics, Documentation, and all information and data owned, developed, licensed, or obtained by Public Wills independently of Customer Data.

“Recurring Fees” means subscription or recurring charges for access to and use of the Services during the applicable Term.

“Service Order” means an order form, subscription form, quotation, or similar ordering document executed by the parties that identifies the Services, scope, quantities, Fees, and applicable Term.

“Services” means the hosted software, platform access, support services, Professional Services, implementation services, optional legal workflow support, Certified True Copy coordination, and other services provided by Public Wills as set out in the applicable Service Order or Statement of Work.

“Software” means the source code, object code, software tools, user interfaces, APIs, data models, logic, and underlying technology used to provide the Services.

“Statement of Work” means a document attached to or referenced in a Service Order describing the Contract Start Date, implementation scope, deliverables, milestones, assumptions, or Professional Services.

“Support Services” means the customer support services made available by Public Wills for the Services, as described in the applicable Service Order or Documentation.

“Usage Fees” means additional Fees incurred based on Customer’s actual usage of the Services beyond any included volume or scope limits set out in the applicable Service Order.

2. SERVICES

2.1 Services

Public Wills shall provide the Services described in the applicable Service Order(s) executed by the parties. Subject to Customer’s timely payment of all Fees and compliance with this Agreement, Public Wills grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Term to access and use the Services for its internal business purposes.

2.2 Additional Services

Additional Services may be added by mutual execution of a new or amended Service Order.

2.3 Contracting Affiliates

Contracting Affiliates may receive Services under this Agreement if such Contracting Affiliate is identified in a Service Order and agrees, directly or through the Primary Contracting Party, to be bound by this Agreement with respect to the Services purchased for it. 

Unless otherwise expressly stated in the applicable Service Order, the Primary Contracting Party shall remain jointly and severally liable for all acts, omissions, and payment obligations of each Contracting Affiliate.

2.4 Appropriate Use of Services

Customer shall not, and shall not permit any Authorized User or third party to:

(a) allow access to the Services by anyone other than Authorized Users;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas from the Services;

(c) copy, modify, adapt, translate, or create derivative works of the Services except as expressly permitted;

(d) resell, sublicense, distribute, lease, timeshare, or otherwise commercially exploit the Services for third parties except as expressly authorized in writing;

(e) remove proprietary notices;

(f) use the Services in violation of Applicable Laws;

(g) use the Services to develop or benchmark a competing service;

(h) upload or transmit Prohibited Content or Prohibited Data; or

(i) use the Services for any purpose not expressly permitted under this Agreement.

2.5 Maintenance and Support

Unless otherwise stated in the applicable Service Order, Customer’s subscription includes Public Wills’ standard Support Services.

2.6 Responsibility for Use of Services

Customer is responsible and liable for all acts and omissions of its Authorized Users and any other person who gains access to the Services through Customer’s systems, credentials, or environment, whether or not such access is authorized.

2.7 Authorized Users

Customer shall ensure that each Authorized User uses the Services only in accordance with this Agreement. Customer shall promptly notify Public Wills of any change in the number or status of Authorized Users if Fees are tied to user count, seats, offices, branches, teams, or similar usage metrics.

2.8 Log-In Credentials

Customer shall ensure that log-in credentials are unique to each Authorized User and are not shared. Customer is responsible for maintaining the confidentiality and security of such credentials.

2.9 Restrictions Related to Data

Customer shall not store or transmit Prohibited Data using the Services except where expressly permitted in writing by Public Wills. Public Wills may remove or disable access to any Prohibited Data detected in the Services, but is under no obligation to monitor for such data.

2.10 Third-Party Systems and Integrations

The Services may interoperate with third-party systems, applications, or services. Customer acknowledges that continued availability of such third-party systems may depend on the relevant provider and that Public Wills is not responsible for the acts, omissions, downtime, or changes of any third-party provider.

3. COMPENSATION; BILLING AND PAYMENT TERMS

3.1 Fees

Customer shall pay all Fees described in the applicable Service Order(s), Statement(s) of Work, and Product Specific Terms. Except as expressly stated otherwise, all Fees are non-cancellable and non-refundable.

3.2 Reimbursement of Expenses

Unless otherwise specified in a Service Order or Statement of Work, Customer shall reimburse Public Wills for all reasonable, documented, pre-approved travel and out-of-pocket expenses incurred in connection with on-site Professional Services.

3.3 Recurring Fees

Recurring Fees shall commence on the Contract Start Date unless otherwise stated in the applicable Service Order or Statement of Work.

3.4 One-Time Fixed Fees

One-Time Fixed Fees are due upon invoice unless otherwise specified in the applicable Service Order. Implementation or onboarding services may commence only upon receipt of payment in full, if stated in the Service Order.

3.5 Time and Materials Basis Fees

Where Professional Services are provided on a time and materials basis, such fees shall be charged at the rates set out in the applicable Service Order or, if none are stated, at Public Wills’ then-current standard rates.

3.6 Usage Fees

If the applicable Service Order provides for usage-based billing, Public Wills may invoice Usage Fees in arrears based on Customer’s actual usage in excess of included thresholds. Usage metrics may include, by way of example, number of users, number of wills, number of matters, number of reviews, number of document generations, storage, API calls, support hours, training hours, or other agreed usage measures.

3.7 Invoicing and Payment

Public Wills shall invoice Customer in accordance with the invoicing terms set out in the applicable Service Order. Unless otherwise stated, invoices are due within five (5) days of invoice date. Payment shall be made in Singapore dollars by bank transfer, GIRO, credit card, or such other method approved by Public Wills. Public Wills may charge a reasonable surcharge for credit card payments to the extent permitted by law.

3.8 Late Payments

A late charge of one and one-half percent (1.5%) per month, or the maximum amount permitted by law, whichever is lower, may be assessed on overdue undisputed amounts.

3.9 Disputed Amounts

Customer must notify Public Wills in writing of any invoice dispute in good faith within ten (10) days of invoice date. The parties shall work in good faith to resolve the dispute promptly. Customer shall pay all undisputed amounts when due.

3.10 Fee Increases

Unless otherwise stated in the applicable Service Order, Recurring Fees shall increase automatically by five percent (5%) on each Contract Anniversary Date.

3.11 Taxes

Fees exclude all applicable taxes, duties, levies, and similar governmental charges, other than taxes based on Public Wills’ net income.

4. RESPONSIBILITIES OF CUSTOMER

4.1 Customer Responsibilities

Customer shall:

(a) provide all reasonably required cooperation, information, approvals, access, and assistance necessary for Public Wills to provide the Services;

(b) ensure that all information and instructions provided are accurate, complete, and not misleading in any material respect;

(c) use the Services in accordance with Applicable Laws;

(d) comply with all responsibilities set out in the applicable Statement of Work;

(e) maintain its own systems, devices, internet connectivity, and security environment necessary to access and use the Services; and

(f) notify Public Wills sufficiently in advance of any changes to its systems, workflows, integrations, or third-party platforms that may affect the Services.

4.2 Delays Caused by Customer

Public Wills shall not be responsible for delays, failures, or additional costs arising from Customer’s acts, omissions, inaccurate instructions, delayed approvals, or failure to fulfil its responsibilities.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 No Ownership Assignment

This Agreement grants only limited rights to access and use the Services. No ownership rights are transferred except as expressly stated.

5.2 What Customer Owns

Customer retains all right, title, and interest in and to Customer Data, subject to the rights granted to Public Wills under this Agreement to use Customer Data as necessary to provide, support, secure, and improve the Services.

5.3 What Public Wills Owns

Public Wills and its licensors retain all right, title, and interest in and to the Services, Software, Documentation, Public Wills Data, Aggregate Data, workflows, forms, templates, and all related Intellectual Property Rights.

5.4 Feedback

Customer assigns to Public Wills all right, title, and interest in any Feedback. To the extent any such assignment is ineffective, Customer grants Public Wills a perpetual, irrevocable, worldwide, royalty-free license to use, modify, disclose, and exploit such Feedback without restriction or obligation.

5.5 Customer Name and Marks

Customer grants Public Wills a limited, non-exclusive right during the Term to use Customer’s name and logo to identify Customer as a customer of Public Wills in reasonable sales and marketing materials, subject to any written brand guidelines provided by Customer and Customer’s right to revoke approval for a specific use upon written notice.

6. CONFIDENTIALITY

6.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other, or otherwise learned by the receiving party in connection with this Agreement, that is designated as confidential or that reasonably should be understood to be confidential by its nature or circumstances of disclosure. Confidential Information of Public Wills includes the Services, Software, Documentation, pricing, roadmap, technical information, and security information. Confidential Information of Customer includes Customer Data and Customer business information.

6.2 Exceptions

Confidential Information does not include information that the receiving party can demonstrate:

(a) is or becomes public through no fault of the receiving party;

(b) was lawfully known to the receiving party without restriction before disclosure;

(c) is lawfully received from a third party without breach of confidentiality obligations; or

(d) is independently developed without use of the disclosing party’s Confidential Information.

6.3 Restrictions on Use and Disclosure

The receiving party shall use the disclosing party’s Confidential Information only as necessary to perform or exercise rights under this Agreement and shall not disclose it except to employees, contractors, professional advisers, and representatives who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

6.4 Required Disclosure

If disclosure is required by law or court order, the receiving party shall, to the extent legally permitted, give prompt notice to the disclosing party and reasonably cooperate with any effort to seek confidential treatment or protective relief.

6.5 Return or Destruction

Upon written request or termination of this Agreement, each party shall return or destroy the other party’s Confidential Information, except to the extent retention is required by law, backup policy, audit requirements, or legitimate record retention standards.

7. TERM AND TERMINATION

7.1 Term of Agreement

This Agreement begins on the effective date of the first Service Order and continues until all Service Orders have expired or been terminated.

7.2 Term of Services

The Initial Term for each Service shall begin on the applicable Contract Start Date and, unless otherwise stated in the Service Order, shall automatically renew for successive renewal terms equal in length to the Initial Term unless either party gives at least ninety (90) days’ prior written notice of non-renewal.

7.3 Termination for Cause

Either party may terminate this Agreement or an affected Service Order upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice, except that breaches relating to confidentiality, intellectual property, or unauthorized use of the Services shall have a cure period of five (5) business days where capable of cure.

7.4 Termination Due to Insolvency

Either party may terminate upon written notice if the other party becomes insolvent, enters liquidation, has a receiver or judicial manager appointed, ceases business, or becomes subject to insolvency proceedings not dismissed within forty-five (45) days.

7.5 Termination for Nonpayment

Public Wills may suspend or terminate the Services upon written notice if Customer fails to pay undisputed amounts due within fifteen (15) days after notice of nonpayment.

7.6 Effect of Termination as to Contracting Affiliates

Termination relating solely to a specific Contracting Affiliate shall apply only to that Contracting Affiliate and its related Service Order(s), unless the termination event affects the Primary Contracting Party or the Agreement as a whole.

7.7 Effect of Termination; Survival

Upon expiration or termination:

(a) all outstanding payment obligations become immediately due;

(b) Customer shall cease use of the affected Services; and

(c) each party shall comply with Section 6 regarding Confidential Information.

If Customer terminates Services other than for Public Wills’ uncured material breach before the end of the then-current Term, Customer shall remain liable for all Fees that would have become due for the balance of that Term. The parties acknowledge that this forms part of the commercial basis of the Agreement and is not a penalty.

The provisions which by their nature should survive termination shall survive, including those relating to payment, intellectual property, confidentiality, limitations of liability, indemnities, and dispute resolution.

8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

8.1 Authority

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the person signing on its behalf is duly authorized.

8.2 Services Warranty

Public Wills warrants that the Services will be provided in a professional and workmanlike manner by personnel with appropriate skills and training, and will materially conform to the applicable Documentation.

8.3 Exclusive Remedy

Public Wills’ sole obligation, and Customer’s exclusive remedy, for breach of the warranty in Section 8.2 shall be that Public Wills will use commercially reasonable efforts to cure the non-conformity.

8.4 Customer Data and Consents

Customer represents and warrants that it has all necessary rights, notices, and consents required to provide Customer Data to Public Wills and to permit Public Wills to process such data in accordance with this Agreement.

8.5 Personal Data Protection

Public Wills shall maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data. Where required, the parties shall enter into a data processing addendum governing processing of personal data.

8.6 Service Positioning; No Law Practice

Customer acknowledges that Public Wills provides a technology-enabled platform and related business services. Unless expressly stated in a Service Order, Public Wills is not engaged by Customer as a law practice, law firm, solicitor, or legal representative, and does not provide legal advice or legal representation to Customer or Customer’s end clients.

8.7 Execution, Witnessing, and Legal Validity

Unless expressly stated otherwise in writing, Customer remains solely responsible for ensuring that all wills or other documents created, generated, managed, or processed through the Services are reviewed as appropriate, properly executed, properly witnessed, and legally compliant in the relevant jurisdiction. Public Wills does not guarantee enforceability, probate outcome, or freedom from dispute.

8.8 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PUBLIC WILLS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATIONS OF LIABILITY

9.1 No Liability for Customer-Controlled Data Issues

Public Wills shall have no liability for any loss, claim, or breach arising from Customer’s or its Authorized Users’ mishandling of credentials, insecure transmission methods, inaccurate data entry, unlawful instructions, failure to obtain consent, or use of the Services in violation of this Agreement.

9.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.3 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PUBLIC WILLS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.4 Exclusions

The limitations in this Section shall not apply to:

(a) Customer’s payment obligations;

(b) either party’s indemnification obligations;

(c) a party’s fraud, wilful misconduct, or gross negligence; or

(d) Customer’s unauthorized use or infringement of Public Wills’ Intellectual Property Rights.

9.5 Bargained-for Allocation of Risk

The parties acknowledge that the limitations of liability in this Agreement are a material part of the bargain and that the Fees reflect that allocation of risk.

10. INDEMNIFICATION

10.1 Public Wills Indemnity

Public Wills shall indemnify, defend, and hold harmless Customer from third-party claims alleging that the Services, as provided by Public Wills and used in accordance with this Agreement, infringe a third party’s Intellectual Property Rights, except to the extent the claim arises from:

(a) Customer Data;

(b) modifications not made by Public Wills;

(c) use of the Services with third-party materials not supplied by Public Wills; or

(d) use of the Services in violation of this Agreement.

10.2 Customer Indemnity

Customer shall indemnify, defend, and hold harmless Public Wills and its officers, directors, employees, Affiliates, and agents from third-party claims arising out of or related to:

(a) Customer Data;

(b) Customer’s or any Authorized User’s use of the Services;

(c) Customer’s breach of this Agreement or Applicable Laws;

(d) Customer’s failure to obtain required consents or provide required notices; or

(e) any claim brought by Customer’s clients, end users, beneficiaries, testators, or related parties arising from Customer’s instructions, data, documents, or use of the Services.

10.3 Conditions

The indemnified party shall promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense and settlement, and provide reasonable assistance at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that admits liability on behalf of the indemnified party or imposes obligations on it without prior written consent.

11. AMENDMENTS

Public Wills may amend these General Terms from time to time by providing written notice or by posting an updated version and giving notice of such posting. Any amendment that materially reduces Customer’s rights or materially increases Customer’s obligations shall take effect no earlier than thirty (30) days after notice, unless Customer rejects the amendment in writing before that date, in which case the amended terms shall take effect upon the next renewal Term.

12. EXPORTS AND SANCTIONS

Customer shall comply with all applicable export control, sanctions, and trade laws in connection with its use of the Services. Customer shall not use, access, export, or re-export the Services in any prohibited jurisdiction or in violation of Applicable Laws.

13. GENERAL

13.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary, agency, or employment relationship.

13.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings relating to that subject matter.

13.3 Order of Priority

In the event of conflict, the order of precedence shall be:

(a) the applicable Service Order;

(b) these General Terms and Conditions;

(c) the applicable Statement of Work;

(d) Product Specific Terms; and

(e) any data processing addendum, but only as to personal data processing matters.

13.4 Waiver

No waiver of any breach shall be deemed a waiver of any other breach.

13.5 Remedies Cumulative

Except as otherwise stated, remedies are cumulative and not exclusive.

13.6 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original commercial intent.

13.7 Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of Singapore, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of Singapore. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

13.8 Expenses

Each party shall bear its own legal and other costs in connection with the negotiation and performance of this Agreement, unless expressly stated otherwise.

13.9 Notices

All notices under this Agreement shall be in writing and sent by personal delivery, courier, registered mail, or email to the addresses stated in the applicable Service Order or otherwise notified in writing. Notices to Public Wills shall be sent to the legal or business contact designated in the Service Order.

13.10 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets.

13.11 Third-Party Beneficiaries

Except as expressly stated, this Agreement does not create rights in any third party.

13.12 Force Majeure

Neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, excluding payment obligations.

13.13 Construction

This Agreement shall not be construed against either party as drafter. Headings are for convenience only. “Including” means “including without limitation.”

13.14 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and together constitute one instrument.