Terms & Conditions
These Terms and Conditions, effective as of the Client’s Purchase Order Date (Effective Date”) for the services or products of D2 Cybersecurity, bind the following entities:

1. D2 Cybersecurity, a division of Appliedinfo Partners, Inc. (“D2”), with offices at 28 World’s Fair Drive, Somerset, NJ, 08873; and
2. The Organization stated on a Client’s Purchase Order, hereunder (“Client”), including all affiliates and related organizations or entities.
   
   

D2 and Client may be referred to individually as “Party” and, together, as the “Parties.”

Recitals

1. Client wishes to engage D2 for cyber risk reduction services (the “Services”) on the terms set forth in these Terms upon issuance of Client Purchase Order (“Order” or “Orders”); and
2. D2 wishes to provide the Services to Client on the terms set forth in these Terms.

Requirements and Assumptions

• D2 shall perform all work remotely unless specifically noted by D2 in quotation to Client, and in respective Client Order;
• Client shall schedule all professional services work in advance of the need;
• Client shall designate one (1) primary point of contact that has the responsibility and authority to schedule resources for required meetings, interviews, and other needs deemed necessary to complete the service work within the specified service parameters;
• D2’s fees are subject to reimbursement of travel costs for on-site services. Travel & Expense policy available upon request;
• Client shall provide timely responses to requests for interviews, review and acceptance of draft and deliverable documents, mitigation of gaps and vulnerabilities discovered during the service;
• Deliverables shall be provided in draft form for a first Client review from which final D2 versions will be created. Any Client requested changes to draft
• Deliverables (after the first Client review) or final Deliverables will be billed and paid at the then-effective D2 time and materials rate.
  
  

Agreements

Now, therefore, in consideration of the recitals above and the terms and conditions set forth below, the Parties agree as follows:

1. Scope of support. D2 will begin providing to Client, and Client will purchase from D2, the Services described in an Order on the dates set forth in such Order. During the term of an Order, D2 may provide additional services to Client on terms mutually agreeable to the Parties as reflected in a subsequent addendum or Order executed by the Parties.
2. Service metrics and standards. The Services will be provided in accordance with the service metrics and standards provided in the pertinent Order, if applicable.
3. Training. Personnel from D2 will be trained, as provided in the pertinent Order, if applicable.
4. Service reporting. The reporting requirements applicable to the provision of Services by D2 are described in the pertinent Order, if applicable.
5. Pricing. Client will compensate D2 in accordance with the pricing terms and component rates set forth in the pertinent Order. If Client requests additional services or deliverables not covered in an Order, the Parties may execute an addendum or additional Order relating to the specific services to be added.
6. Terms and conditions of payment. D2 will generate invoices for the costs of the provision of services provided in the Orders, with detail descriptions of each line item and the cost. Client will pay all costs showing in an invoice within thirty (30) calendar days following the date of invoice. Client will reimburse D2 for reasonable fees of attorneys and any other costs associated with the collection of delinquent payments. Any amounts payable by Client under an Order that remain unpaid after the due date will be subject to a late charge equal to one and one-half percent (1.5%) per month or the maximum rate permitted by law (whichever is less) from the due date until such amount is paid. Client agrees that the prompt payment of amounts due is a material term of their agreement with D2 on all Orders. D2 may, without breach, immediately suspend any provision of Services in the event payment for any invoice which is past due and for which Client has been given not less than ten (10) days written notice and payment in full has not been received by D2.
7. Term. These Terms shall apply to the Parties until all Orders have completed, expired or been terminated (as applicable), and even at that time, the portions of these Terms deemed to survive expiration or termination of Orders shall survive such events (“Term”). Termination of all Orders will only occur upon any of the following:
   1. 1. automatically and without any notice requirement upon the occurrence of a Bankruptcy Event with respect to a Party;
      2. if Client fails to remit payment when due,
      3. if either Party fails to cure a breach clearly defined in a written notice by the other Party within two (2) months from the date of receipt of the notice by the Party alleged to have committed the breach. D2 may terminate an order for convenience by providing written notice to Client no less than sixty (60) days before the effective date of such termination notice.
8. Disclaimer of warranties. all goods and services contemplated in these Terms and Orders are provided “as is” with no other representations or warranties, express or implied. except as otherwise expressly set forth in these Terms, D2 expressly disclaims any and all representations and warranties, whether express, implied, or statutory including, but not limited to, any warranty of merchantability or fitness for a particular purpose.
9. Consequential damages. neither D2 nor Client will be liable to each other or to any third party, end user, or other customer of Client, for any indirect, incidental, special, consequential, or punitive damages (including, but not limited to, indirect loss of profits, indirect loss of revenues, or indirect loss of business; loss of data; loss of software; and business interruption) resulting from, or in any way related to, the services rendered under these terms or any Order, or arising out of, or alleged to have arisen out of, breach of these terms or any Order, regardless of whether such party will be advised, will have other reason to know, or, in fact, will know of the possibility of such damages. The limitation of liability set forth in this section will apply regardless of whether such damages are sought based on breach of warranty, breach of contract, negligence, strict liability in tort, or other legal theory. The Parties agree that this limitation of consequential damages is an essential and integral element of the bargain between the Parties without which the Parties would not have entered into these terms or any Order. This section shall not apply to Client’s failure to render payments under the terms or any Order or Client’s termination of an Order in any manner not specifically set forth in such Order or these terms.
10. Limitation of Liability. If any D2 liability arises from these Terms, an Order, or the Services provided hereunder, D2’s liability will be limited to proven direct damages not to exceed, in the aggregate, the total amount of fees paid by Client to D2 under such specific Order during the three (3) calendar months immediately preceding the month in which the event, or first occurrence of any cause of action giving rise to such liability as agreed or otherwise adjudicated, occurred. This limitation of liability is cumulative and not per occurrence. The Parties acknowledge that the limitations of liability and allocation of risk in this section and in the other provisions of these Terms are an essential element of the bargain between the Parties, without which D2 would not have entered into any Order under these Terms. D2’s pricing and terms reflect this allocation of risk and the limitations of liability specified. This section will supersede any other verbiage in these Terms or any Order pertaining to D2’s liability.
11. Indemnification. Each Party (hereinafter, the “Indemnitor”) agrees to indemnify the other Party and their directors, officers, employees, independent contractors and agents (each an “Indemnitee”) and hold the Indemnitee harmless against any damages (including punitive, special, consequential, indirect, exemplary or incidental damages), losses, attorneys fees, costs, expenses, penalties, fines, liabilities and settlement amounts (each, a “Loss” and, collectively, “Losses”) against any actual or threatened disputes, claims, actions, lawsuits or proceedings (each, a “Claim” and, collectively, “Claims”) asserted, commenced or threatened against an Indemnitee by any third party, including without limitation, any governmental or regulatory agency, or any owner of intellectual property, directly arising out of the Indemnitor’s breach of these Terms or any Order. This indemnification applies to any Claim that arises out of or is directly related to these Terms or any Order, regardless of when the Loss occurs or the Claim is asserted, commenced or threatened.  All such indemnification obligations shall terminate one year after the termination of all Orders under these Terms. Each party will promptly notify the other party of any claim, demand, suit, or threat of suit of which that party becomes aware (except with respect to a threat of suit either party might institute against the other) which may give rise to a right of indemnification pursuant to these Terms. The Indemnitor will be entitled to participate in the settlement or defense of any such claim, demand, suit, or threat of suit and, if the Indemnitor elects, to take over and control the settlement or defense of the Claim with counsel satisfactory to the Indemnitee; provided that the Indemnitor must consult with the Indemnitee prior to any settlement and the Indemnitor cannot bind or materially prejudice the Indemnitee without Indemnitee’s written consent. The Indemnitor may, at any time and at its own cost and expense (which cost and expense will not be subject to indemnification hereunder) settle any claim, demand, suit or proceeding against it so long as such settlement is expressly without prejudice to the interest or position of the Indemnitee. In any case, the Indemnitor and the Indemnitee will cooperate (at no cost to the Indemnitee) in the settlement or defense of any such claim, demand, suit, or proceeding. Client will indemnify and hold D2 harmless for, from, and against, any claims, damages, costs, or expenses arising from or related to direct instructions made by Client regarding the services, or changes required as a result of information not provided by Client to D2 on a timely basis if such information is of regulatory or legal import. Notwithstanding anything contained in the foregoing, D2 will not be obligated to indemnify Client for any loss or damage arising from the use of any products or services of Client by any persons, or, to the extent such loss or damage may be caused by the negligence or willful misconduct of Client, or its employees, agents, Clients, subcontractors, or independent contractors. The obligations of this section will survive termination or expiry of these Terms, including, but not limited to, this section.
12. Intellectual property rights.“Intellectual Property Rights” shall include, without limitation, all patents, copyrights, trademarks, trade secrets, trade names, service marks, rights of authorship, moral rights, or other intellectual property or proprietary rights therein
    1. 1. Existing Intellectual Property. The Services contemplated by these Terms may involve significant exposure by D2 of its software (including, without limitation, object and source code pertaining thereto, D2’s platform, and any successor products, software, or platforms), inventions, trade secrets, and information regarding sales and/or operational processes, products, research and development, purchasing, selling, servicing, financing, and business systems, processes, and operations that D2 possesses at the time of the Effective Date or obtains or develops other than in connection with the performance of Services under these Terms (“D2 Existing Intellectual Property”).All Intellectual Property Rights in all D2 Existing Intellectual Property, shall at all times, including during the Term and following the termination or expiration hereof, be fully vested in and possessed by D2. Unless otherwise expressly stated herein, nothing in this section shall obligate D2 to provide any rights or license to D2’s Existing Intellectual Property to Client.
       2. Created Intellectual Property. A Party may develop, create, modify, configure, prepare derivative works of, and improve scripts, templates, software, web pages, ideas, developments, creative works, or other materials, products, processes, or services based on D2 Existing Intellectual Property (the “D2-Based Created Intellectual Property”) in performing its obligations under the Terms. Unless explicitly stated otherwise within these Terms, D2 shall have all rights and title to D2-Based Created Intellectual Property, including without limitation, all Intellectual Property Rights therein. D2-Based Created Intellectual Property will not be considered “Works for Hire” under U.S.C. 17, §101, nor shall it be considered “Work Product”. A Party may develop, create, modify, configure, prepare derivative works of, and improve scripts, templates, the Software, web pages, ideas, developments, creative works, or other materials, products, processes, or services based on Client Existing Intellectual Property (the “Client-Based Created Intellectual Property”) in performing its obligations under these Terms. Unless explicitly stated otherwise within these Terms, Client shall have all rights and title to Client-Based Created Intellectual Property, including without limitation, all Intellectual Property Rights therein. Client-Based Created Intellectual Property will not be considered “Works for Hire” under U.S.C. 17, §101, nor shall it be considered “Work Product”. Should any Created Intellectual Property be used under these Terms or by any Party in any fashion if such Party is not the original owner of such Created Intellectual Property, before such Created Intellectual Property is used therein, the Parties shall negotiate a license agreement pertaining to such use.
       3. Derivative Intellectual Property. D2 shall own any Intellectual Property which modifies, incorporates, configures, is a derivative work of, is developed based on, or improves any D2 Existing Intellectual Property or D2-Based Created Intellectual Property (“D2-Derivative Intellectual Property). D2-Derivative Intellectual Property will not be considered “Works for Hire” under U.S.C. 17, §101, nor shall it be considered “Work Product.” Client shall own any Intellectual Property which modifies, incorporates, configures, is a derivative work of, is developed based on, or improves any Client Existing Intellectual Property or Client-Based Created Intellectual Property (“Client-Derivative Intellectual Property). Client-Derivative Intellectual Property will not be considered “Works for Hire” under U.S.C. 17, §101, nor shall it be considered “Work Product”.
       4. Effect of Termination. If all Orders under these Terms are completed, expired or terminated, D2 will continue to maintain ownership and control of (1) D2 Existing Intellectual Property; (2) D2-Based Created Intellectual Property; and (3) D2-Derivative Intellectual Property. Unless otherwise specifically set forth herein or as otherwise mutually agreed by the Parties in writing, all rights and licenses relating to the D2 Existing Intellectual Property, D2-Based Created Intellectual Property, or D2-Derivative Intellectual Property granted to Client pursuant to these Terms shall terminate at such time
       5. Indemnity. In addition to any other indemnification obligations of either Party as set forth herein, each Party possessing ownership of any Existing Intellectual Property, Created Intellectual Property, or Derivative Intellectual Property defined herein shall protect, defend, indemnify, and hold harmless the other Party and the other Party’s affiliates, officers, directors, employees, agents, successors, and assigns from any and all claims, losses, deficiencies, damages, liabilities, costs, settlements, judgments, and expenses (including without limitation attorneys’ fees, court fees, and other costs of litigation or dispute resolution) that the Existing Intellectual Property, Created Intellectual Property, or Derivative Intellectual Property belonging to such Party (“Indemnitor”) infringes, violates, or misappropriates any third party’s Intellectual Property Rights.
          Indemnitor will, upon learning of any actual or threatened infringement of any Intellectual Property Rights of a third party, at the indemnified Party’s option: (i) replace the infringing goods or services with goods or services with equivalent functionality that do not infringe, or (ii) modify the infringing goods or services, without impairing the functionality of the goods or services, such that the goods or services no longer infringe.
       6. Survival. This section shall survive termination or expiration hereof, in perpetuity.
13. Confidentiality. The Parties acknowledge and agree that confidential information of each Party may be disclosed to the other Party in connection with the performance of Orders under these Terms. “Confidential Information” will mean information not generally known to the public, including, but not limited to, software, inventions, trade secret information about processes, products, research and development, purchasing, marketing, merchandising, selling, servicing, financing, business systems and processes, and operations, as well as information concerning the contents of these Terms, the identities of customers, all customer lists, and the sales and shipments made to such customers; provided, however, that nothing contained in these Terms will be construed to prevent either Party from referring to its relationship with the other under these Terms or the description of services provided in these Terms in a generic and otherwise descriptive form. Each Party agrees that it will use the other Party’s Confidential Information only for the purposes of performance under these Terms, and that it will not disclose any of the other Party’s Confidential Information during the Term or at any point after termination or expiration of these Terms without the advance written consent of the other Party. In the event the receiving Party is served with a subpoena or other process requiring the disclosure of any of the other Party’s Confidential Information, such receiving Party will promptly notify the other Party of such request and reasonably cooperate with the efforts of the other Party to seek a protective order or other relief at the sole expense of the other Party. Upon termination or expiration of these Terms, all Confidential Information received by a Party will, upon written request of the disclosing Party, be returned to the disclosing Party or destroyed unless such Party is required to retain a copy of such Confidential Information for regulatory purposes in order to comply with law. These confidentiality obligations will survive the termination or expiration of these Terms for a period of three (3) years. Confidential Information will not be deemed to include (i) the existence, but not the provisions and contents, of these Terms; (ii) any information that is or becomes publicly known through no wrongful act of the receiving Party; (iii) any information that is or becomes known to the receiving Party prior to the Effective Date of these Terms as shown by the Party’s written records without any other obligation to keep such information confidential; (iv) any information that is received by a Party from a third party that has a lawful right to disclose it to such Party; or (v) any information that is used or disclosed by a Party with the prior written approval of the other Party. Each Party will inform its employees, agents, subcontractors, and independent contractors, if any, who have access to the other Party’s Confidential Information, of the above confidentiality obligations and will use commercially reasonable means to assure that such employees, agents, subcontractors, and independent contractors comply with such obligations. Any act of a Party’s employees, agents, subcontractors, and independent contractors shall be deemed the act of such Party as it relates to the use or disclosure of the other Party’s Confidential Information.
14. Non-solicitation. Client agrees that, during the Term and for a period of one (1) year after termination or expiration hereof, Client will not hire, offer to hire, recruit, or solicit for employment any employee of D2, until such employee has been separated from employment by D2 for at least six (6) months. In the event either Client hires an employee or former employee of D2 in violation of this provision, D2 will be entitled to one-time liquidated damages from Client equal to twelve (12) months of the employee’s salary at the time of his or her departure or other termination from D2. Payment of liquidated damages will be due immediately upon the hiring of any employee or former employee in contravention of this provision of these Terms. The foregoing may be waived through written consent of an Officer of D2.
15. Taxes. All charges payable under these Terms or any Order are exclusive of taxes and duties. Client will pay for all value-added, excise, sales, use, and similar taxes; all customs, duties, import fees, stamp duties, license fees, and similar charges; and all other mandatory payments to government agencies of whatever kind imposed with respect to products and services contemplated or delivered pursuant to these Terms. If a transaction is exempt from tax, Client will provide D2 with a valid exemption certificate or other evidence of such exemption in a form acceptable to the governmental authority requiring same. Each Party will be solely responsible for all property and income taxes as may be properly charged or levied upon each Party’s respective property or income.
16. Notices. Any notices required or permitted under these Terms will be deemed given upon: (a) proof of receipt by intended recipient; (b) expiration of five (5) business days from deposit of notice with the U.S. Postal Service as certified mail, return receipt requested, postage prepaid; (c) the next day for overnight courier service with written acknowledgment of receipt; or (d) the day of facsimile transmission with written acknowledgment of receipt. All notices will be addressed as follows, or as subsequently updated in writing to the other Party: If to D2: with a copy via mail or fax to info@d2cybersecurity.com If to Client: USE CONTACT INFO ON Order(S)
17. Force Majeure. Either Party will be excused from delays in performing or failure to perform under these Terms or any Order to the extent that such delays or failures result from causes beyond the reasonable control of such Party, including, but not limited to, any act of God or public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other similar event, disruption or outage of communications, power or other utility, labor problems or strikes, and any other cause which could not have been prevented through the use of reasonable care or which was not reasonably foreseeable by the affected Party. This shall not apply to Client’s failure to remit payments as set forth more fully herein.
18. Independent contractor. D2 is an independent contractor. Nothing contained in, or performed pursuant to, these Terms or any Order will be construed as creating a partnership, agency, or joint venture. Except as otherwise expressly provided in these Terms, neither Party will become bound by any representation, act, or omission of the other Party. Neither Party will have any authority to obligate or otherwise act as a representative, or agent for, the other Party for any purpose, and neither will make any representations or hold itself out as having such authority.
19. Assignment. This Agreement may be assigned, novated or otherwise transferred by operation of law or otherwise by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any change of control of a Party shall be deemed an assignment of this Agreement that requires the prior written consent of the other Party. For purposes of this Agreement, “change of control” means any merger, consolidation, sale of all or substantially all of the assets or sale of a substantial block of stock, of a Party. Any such assignment, novation or transfer by one Party not in accordance with this provision shall be a material breach of this Agreement and shall be grounds for immediate termination thereof by the non-breaching Party, in addition to any other remedies that may be available at law or in equity to the non-breaching Party.
20. Books and records; invoice audit. D2 will maintain complete and accurate records to support and document the charges for Services and/or the Deliverables under these Terms or any Order in accordance with generally accepted accounting principles consistently applied.
21. Compliance with law. In their performance under this these Terms or any Order, each Party will materially comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. The foregoing shall be individually and collectively referred to herein as “Laws and Regulations.” The Parties agree and understand that Laws and Regulations will evolve during the Term, and that the Parties will need to evaluate and possibly amend the Term and Order(s) periodically to ensure the Terms, Orders, Services, and efforts of each Party thereunder comply with applicable Laws and Regulations. Each Party shall hold harmless and indemnify the other Party against any loss, damage, penalties or liabilities that may occur by reason of their failure to comply with such federal, state and local laws, regulations and codes.
22. Claims. As a condition precedent to recovery, claims for loss or damage caused by D2 must be made in writing by Client within one (1) month after loss or damage. Claims for loss or damage, if found to be accurate by D2, will be paid or denied by D2 within one (1) month after receipt of notice of such claim.
23. Dispute Resolution. Any Controversy, claim or dispute (“Dispute”) between the parties arising from or relating to the performance or interpretation of these Terms shall first be referred for executive review. The disputing party shall initiate “Executive Review” by giving the other party written notice of the Dispute and shall specifically request Executive Review of said Dispute in such notice (“Executive Review Notice”).  Within twenty (20) calendar days of any Party’s Executive Review Notice, the receiving party shall submit a written response (“Response”).  Both the Notice and Response shall include a statement of each party’s position and a summary of the evidence and arguments supporting its position.  Within thirty (30) calendar days of any Party’s Executive Review Notice, an executive level employee of each Party shall be designated by the Party to meet and confer with his/her counterpart to attempt to resolve the Dispute.  Any Dispute not resolve through Executive Review shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.  Before commencing any such arbitration, the Parties agree to enter into negotiations to resolve the Dispute.  If the Parties are unable to resolve the Dispute by good faith negotiation, either Party may refer the matter to arbitration. The arbitration shall take place in the County of Somerset, State of New Jersey.  The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the dispute, and may not award any damages which are excluded by this Agreement.  The decision of the arbitrator(s) shall be final and binding on the Parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent jurisdiction.  Any request for arbitration of a claim by either Party against the other relating to this Agreement must be filed no later than one (1) year after the date on which this Agreement expires or terminates, or such claim shall be time barred. 
24. Applicable law and Venue. These Terms and all Orders will be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to its conflict of laws principles. Any permitted legal action or proceeding with respect to the Terms, Orders, or any other transaction document may be brought in any state or federal court of the United States of competent jurisdiction in the State of New Jersey. By execution and delivery of any Order under the Terms, the Parties irrevocably consent to and accept, for themselves and in respect of their property, generally and unconditionally the exclusive jurisdiction of such courts. Each party further irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, or otherwise, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of these Terms or any other documents governing the relationship between the Parties
25. Headings. Section headings are for convenience only and do not modify or affect the meaning of any provision in nor be the basis for interpretation or construction of these Terms.
26. Severability. In the event any provision of these Terms or any Order is found to be unenforceable, void, invalid, or unreasonable in scope, such provision will be modified to the extent necessary to make it enforceable, and, as so modified, such document will remain in full force and effect.
27. Waiver. Failure by either Party to exercise any right under these Terms or any Order will not be construed as a waiver of such right.
28. Mutual Warranties.  Each Party warrants and represents that: (a) it has the full power and authority necessary to enter into these Terms and all Orders; (b) the execution by D2 of any Order and the performance of its obligations thereunder will not breach or violate any other agreement to which it is a party; (c) it is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; (d) it is Solvent; (e) it is not in default with respect to any material contract, agreement, lease, or other instrument to which it is a party, nor has it received any notice of default under any such material contract, agreement, lease or other instrument which as a consequence of any such default, would materially and adversely affect the performance of its obligations under these Terms; (f) no contract, lease agreement, or other instrument to which it is a party or by which it is bound, and no provision of applicable law or governmental regulation, materially and adversely affects the business, operation, prospects, property, or financial condition of the party such as to impair its ability to meet its obligations under these Terms and the Orders; (g) all information furnished for purposes of or in connection with these Terms or any information furnished during the course of the business relationship between the Parties, is true and correct in all material respects and no such information omits to state a material fact necessary to make the information so furnished not misleading. There is no fact known which has not been disclosed and which materially and adversely affects the financial condition, business, property, or prospects of the Party; (h) no event which, with notice or the passage of time or both, would permit termination hereof has occurred and is continuing or, to the best knowledge of the party, is threatened to occur; (i) the Order(s) has been duly executed and delivered, and constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms, subject to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to the availability of equitable remedies; (j) execution of an Order will not violate any law or regulation or any order or decree of any court or governmental instrumentality ; and (k) it does not require any filing or registration with or the consent or approval of any governmental body, agency, authority, or any other person which has not been made or obtained previously as a condition precedent to executing an Order.
29. Publicity. D2 will be permitted to indicate in its marketing efforts that it performs services for Client. Client will be permitted to disclose that D2 performs services for Client. Each Party agrees to provide publicity materials containing direct references to the other Party to such other Party for its approval in advance of public release or submission for publication. Neither Party shall unreasonably withhold or delay such approval.
30. No Interpretation Against the Drafter. These Terms and the contents of the Order(s) will not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of these Terms or any Order or based on a Party’s undertaking of an obligation under the Terms or an Order.
31. Additional Service Dependent Terms and Conditions. Depending on the service subscribed by the Client, the following requirements also apply: