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Terms and Conditions

1. Transaction. Each sale of Goods and each sale of Services by Radiance Biosciences & Consultancy LLC dba Radiance Diagnostics(“Radiance”) to Client is referred to herein as a “Transaction”.
2. Applicable Provisions. These Master Terms and Conditions shall apply to each Transaction. For each Transaction, these Master Terms and Conditions shall be supplemented by “Applicable Provisions”, which shall contain the additional provisions for that particular Transaction, consisting of a Statement of Work (“SOW”) and all other writings (the “Additional Writings”), if any, including email, delivered by one party to the other party and accepted by the other party concerning the terms and conditions of the Applicable Transaction, such as Client’s desired or intended purpose for the Goods or the Services, the specifications, and all of Client’s other requirements (“Client’s Requirements”), the limitations of the functions of the Goods, and limitations on the results of the Services.
3. Applicable Contract. For each Transaction, these Master Terms and Conditions and the Applicable Provisions for that Transaction are together referred to herein and constitute the “Applicable Contract”. The date of a Transaction and the date of the Applicable Contract for that Transaction shall be the date specified by the Applicable Provisions for that Transaction (the “Effective Date”).
4. “Client”, as used herein, shall be whoever is identified by the SOW, a test order form, or email for the Transaction as the client, customer, buyer, purchaser, or a similar designation.
5. Conflicting Terms. As used herein, “Conflicting Terms” means the contents of any Additional Writing submitted by Client that conflict with any provision of these Master Terms and Conditions. Notwithstanding Additional Writings submitted by Client or either party’s performance of a Transaction: (a) Radiance objects to and rejects all the Conflicting Terms, (b) these Master Terms and Conditions shall supersede all the Conflicting Terms, (c) the Conflicting Terms shall not apply to or govern any Transaction and shall not be any part of any Applicable Contract, (d) Radiance’s acceptance of an Applicable Contract is expressly made conditional on Client’s assent to the provisions terms of these Master Terms and Conditions that differ from the Conflicting Provisions, and (f) the provisions of these Master Terms and Conditions and the other provisions of an Applicable Contract, excluding the Conflicting Terms, are the only provisions upon which Radiance will accept an Applicable Contract and shall become binding on both parties if Client permits Radiance to begin providing the Goods or the Services. Client’s failure to notify Radiance immediately if anything in these Master Terms and Conditions is incorrect or is otherwise unacceptable to Client shall constitute Client’s acceptance of the Applicable Contract, including these Master Terms and Conditions, and Client’s withdrawal and rejection of the Conflicting Terms.
6. Integration and Entire Agreement. As used herein, a “party” means and refers to Radiance or Client, and “parties” means and refers to Radiance and Client.  Each Applicable Contract shall constitute a separate agreement between the parties. Excluding the Conflicting Terms, if there is a conflict between the Applicable Provisions and these Master Terms and Conditions, the provisions of these Master Terms and Conditions shall govern except as expressly stated by the Applicable Provisions. For each Transaction: (a) the Applicable Contract alone shall contain and shall constitute the final, entire, complete, and exclusive statement of the parties’ agreement, terms, provisions, understanding, and arrangement regarding that Transaction, (b) the Applicable Contract shall supersede all prior and contemporaneous negotiations, representations, and other agreements, if any, of any kind, whether electronic, written, or oral, between the parties regarding that Transaction, (c) no action or conduct by or for either party, including any order, quotation,  request, proposal, acknowledgment, sale, assembly, manufacture, delivery, acceptance, rejection, installation, or use of any Goods or any Services, is intended by either party as its agreement or consent to any term or clause other than those expressly set forth within the Applicable Contract, and (d) the Applicable Contract may not be explained or supplemented by the parties’ course of dealing, the parties’ course of performance, by usage of trade, or by industry custom.
7. Timing and Accuracy of Client’s Requirements. Radiance may assume, without inquiry or investigation that Client’s Requirements, which Client disclosed to Radiance and which Radiance accepted as part of an Applicable Contract, are complete, accurate, and fully suitable for Client’s purposes. Client alone shall be responsible for the completeness, accuracy, and suitability of Client’s Requirements. Radiance shall not be responsible for any adverse result involving the Goods or Services due to Client’s failure to completely and accurately disclose all of Client’s Requirements, whether or not Radiance knew or should have known that Client did not completely and accurately disclose all of Client’s Requirements.
8. No Changes. Client may not change Client’s Requirements that are part of an Applicable Contract.
9. Substitutions. Radiance may make changes, including substitutions and revisions, to any component of the Goods provided the changes do not materially and adversely delay completion of the Transaction or prevent the Goods from substantially fulfilling Client’s Requirements.
10. Subcontractors. Radiance may engage one or more third parties to create the Good or to provide the Services to whatever extent Radiance desires and without notifying Client. (one or more of whom are “Radiance Subcontractors”).
11. Materials, Supplies, and Equipment. Client shall have sole responsibility to pay for all the costs for the materials, supplies, and equipment that Radiance needs to perform Radiance’s Services, either by paying the vendor or reimbursing Radiance (one or more of which are “Services Items”). Radiance and the Radiance Subcontractors are not responsible for the condition, failure, or loss of Services Items not caused by Radiance or by the Radiance Subcontractors. If Services Items become damaged, lost, or fail due to any act or omission of Radiance or the Radiance Subcontractors, Radiance shall at its expense replace the damaged, lost, or failed Services Items as Client’s exclusive remedy.
12. Travel. If personnel of Radiance or Radiance Subcontractors are required to travel out of town in connection with Radiance’s creation or manufacture of the Goods or provision of the Services, Client shall reimburse Radiance for the costs of all such travel, including transportation, meals, and lodging, within 10 days after Radiance provides receipts for such travel expenses or Client shall pay the carriers, hotels, and restaurants, as requested by Radiance.
13. Delivery. Radiance alone shall select the method and carrier to deliver the Goods to Client. All Goods shall be delivered to Client F.O.B. at Radiance’s facility. The date, time, and occurrence of a delivery of Goods to Client shall be the date and time at which Radiance tenders the Goods to the carrier. Except as provided by an Applicable Contract, Client shall pay Radiance for the carrier’s shipping charges, plus Radiance’s then customary charges for administration and overhead (the “Shipping Charges”) within 10 days after Radiance sends its Shipping Charges invoice to Client. Radiance shall have no responsibility or liability for: (a) any delivery delay occurring on or after the time of the delivery, whether or not caused by the carrier, and (b) any loss of or damage to the Goods after delivery unless caused by Radiance’s improper packing or improper handling of the Goods. The records and testimony of the carrier shall conclusively resolve any dispute between the parties regarding the occurrence of a delivery, including the date and time.
14. Ownership. Before and after delivery of the Goods, Radiance shall at all times exclusively retain ownership of all the intellectual property rights and all other ownership and property rights with respect to the Goods, except as otherwise provided by the Applicable Provisions. Radiance hereby grants Client a license to use the Goods solely for the purposes and to the extent provided by the Applicable Provisions, but the grant of the license shall be non-exclusive unless otherwise provided by the Applicable Provisions.
15. Suspension of Performance and Termination.  (a) If any payment that Client owes Radiance under an Applicable Contract is past due, Radiance may at its discretion and on notice to Client: (i) suspend Radiance’s performance until Client pays Radiance the past due amount (the “Suspension Period”), or (ii) Radiance may terminate the Transaction concerning the Applicable Contract and retain the amounts Client previously paid to Radiance for that Transaction, and within 10 days thereafter Client shall pay Radiance all the other unpaid amounts then due under the Applicable Contract.  (b) Client may not terminate a Transaction or an Applicable Contract except as provided by the Cancellation provisions of these Master Terms and Conditions.
16. Force Majeure. Other than during the Suspension Period, Radiance’s time to perform a Transaction, if delayed beyond the completion deadline for that Transaction (the “Transaction Deadline”) due to force majeure, i.e., circumstances not caused by Radiance and beyond Radiance’s control, including delays caused by Client, a party’s vendors or contractors, other third parties, fire, weather, earthquake, any other act of God, and any other event or occurrence not caused by Radiance, shall be reasonably extended until force majeure ends, plus the additional time Radiance requires to adjust and coordinate the work schedules of Radiance, Client, their vendors and contractors, and other third parties (the “Force Majeure Extension Period”).
17. Cancellation
    1. Cancellation Due to Radiance’s Noncompletion. If Radiance does not complete its performance of a Transaction within 120 days after the Suspension Period or the Force Majeure Extension Period ends or within 120 days after the deadline under the Applicable Contract to complete the Transaction for a reason other than the Suspension Period or force majeure (“Radiance’s Noncompletion”), Client may cancel the Transaction by notice to Radiance during the 14 day period starting on the 121^st day of the delay (the “Transaction Cancellation Period”). Upon Client’s cancellation of a Transaction within the Transaction Cancellation Period, as Client’s exclusive remedy: (a) Radiance shall refund to Client the lesser of Client’s actual damages or the amount Client paid to Radiance under the Applicable Contract, or (b) if Client has not then paid Radiance, Client shall not owe Radiance any amount for the Transaction and Radiance shall not owe Client any amount for Client’s damages. If Client does not cancel a Transaction within the Transaction Cancellation Period, Radiance’s time to perform shall additionally extend until Radiance is able to perform the Transaction under the circumstances, including adjusting and coordinating the work schedules of Radiance, Client, their vendors and contractors, and other third parties (the “Additional Extension”). If Radiance does not  complete the Transaction within 30 days after the end of the Additional Extension, Client may thereafter cancel the Transaction for Radiance’s Noncompletion, and Client’s exclusive remedies shall be the remedies provided above for Client’s cancellation of the Transaction within the Transaction Cancellation Period.
    2. Cancellation Other than For Radiance’s Noncompletion.  If Client cancels a Transaction other than for Radiance’s Noncompletion: (i) Radiance may retain all the amounts that Client has then paid to Radiance, (ii) within 10 days after Client’s cancellation, Client shall pay Radiance the unpaid amounts due under the Applicable Contract at the time of Client’s cancellation, and (iii) Radiance shall have no further obligations to Client for the Transaction. (iv) If, at the time of Client’s cancellation the Goods are partially or fully completed, Radiance may at its discretion, use the Goods for whatever purpose Radiance desires or discard the Goods.
    3. Effect of Cancellation on the License. The license for the Goods that Radiance has granted to Client under the Applicable Contract shall terminate without notice or action by Radiance if Client cancels the Transaction for Radiance’s Noncompletion or other than for Radiance’s Noncompletion, except as otherwise provided by the Applicable Provisions.

18. Radiance’s Marketing Materials. The contents of Radiance’s brochures, website, other marketing materials, demonstrations, oral promises or oral representations by Radiance personnel made at any time, and samples (one or more of which is “Radiance’s Marketing Materials”) shall not be part of an Applicable Contract and shall not create any representation or warranty by Radiance concerning the Goods or the Services, notwithstanding anything to the contrary that is part of Radiance’s Marketing Materials.
19. Certificates of Analysis. If and as required by the Applicable Provisions, Radiance shall test the Goods for conformance with Client’s Requirements and in the event of such conformance Radiance shall issue a certificate of analysis before or with the delivery of the Goods to which the certificate of analysis pertains.
20. Samples. Radiance will discard samples that Radiance receives in connection with the Goods, in accordance with the Clinical Laboratory Improvement Amendments (CLIA) promulgated by The Centers for Medicare & Medicaid Services, or Radiance may store any such samples for Radiance’s use, in which event Radiance shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy Rule.
21. Warranties.
    1. Goods. Radiance warrants only as follows with respect to the Goods: (i) The Goods as manufactured shall substantially conform with Client’s Requirements and with all the requirements of applicable law. (ii) The Goods shall be undamaged when Radiance tenders the Goods to the carrier for delivery to Client. **Radiance makes no warranty regarding the Goods except as provided above or as provided by the Applicable Contract, including: no other express warranty, no other implied warranty of fitness for a particular purpose, and no other warranty of merchantability. Radiance also makes no warranty of infringement.**
    2. Services. Radiance warrants that the Services shall substantially conform with the Applicable Contract, but if the Applicable Contractor for a Transaction indicates that Radiance’s Services are for research and development, or of a similarly speculative nature (“Radiance’s R&D Services”), Client acknowledges that Radiance’s R&D Services might entirely fail, and therefore: (i) Radiance does not guarantee any result from Radiance’s R&D Services, including whether or when Radiance’s R&D Services will be successful, and (b) Client’s payments to Radiance are not subject to or contingent on the success or other results of Radiance’s R&D Services.
22. Required Acceptance. If the Goods and Services substantially conform with Radiance’s warranties as provided by these Master Terms and Conditions, Client must accept the Goods and the Services, Client may not reject the Goods or the Services, and Client may not revoke its acceptance of the Goods or the Services. If a portion of the Goods or Services do not substantially conform with Radiance’s warranties as provided by these Master Terms and Conditions, Client must accept the Goods and Services that do substantially conform.
23. Payment. Client shall pay Radiance as provided by the Applicable Contract, and absent any payment provision in the Applicable Contract, within 10 days after Radiance completes the Transaction. Client hereby authorizes Radiance to charge any of Client’s credit cards for any past-due amount that Client owes Radiance. Client shall not withhold or reduce a payment due under an Applicable Contract for Radiance’s breach of a different Applicable Contract.

1. Client’s Permitted Warranty Remedies. Client’s remedies for Radiance’s breach of its warranties shall be exclusively as follows (“Client’s Permitted Warranty Remedies”): (i) If Client claims that Goods or Services do not substantially conform with the Applicable Contract or if Goods are not delivered to Client in the condition required by these Master Terms and Conditions, Radiance shall have a reasonable time to investigate and cure the breach, provided that Client notifies Radiance of the breach, identifying the particular defects within the time period provided by the Applicable Provisions, or, absent any such time period, within 7 days after delivery of the Goods or within 7 days after Radiance notifies Client that Radiance has completed the Services. Client shall comply with Radiance’s requests for Client’s cooperation in connection with Radiance’s investigation of the breach, including permitting Radiance and its agents, vendors, and contractors to: (1) inspect the Goods at Client’s facility, (2) inspect and photocopy Client’s records applicable to Client’s claim and remove those copies from Client’s facility, and (3) interview Client’s employees. (c) If the breach exists and if within a reasonable time after Client’s timely notice of the breach Radiance refuses or is unable to cure its breach: (i) Radiance shall refund to Client the lesser of Client’s actual damages or the amount Client paid to Radiance under the Applicable Contract (and Client’s refund shall be zero if Client did not pay any amount to Radiance), (ii) Client shall not be obliged to pay Radiance any unpaid amount for the Applicable Contract, and (iii) the parties shall not be required to further perform the Transaction. Client may not withhold any payment to Radiance unless and until Radiance refuses or is unable to cure its breach of an Applicable Contract. Radiance shall not be obliged to cure a breach of its warranty or pay Client any refund for warranty breaches of which Client does not timely notify Radiance or if Client does not cooperate with Radiance as provided above.

25. Client’s Other Damages for Radiance’s Breach. If Radiance breaches an Applicable Contract other by breaching Radiance’s warranties, as Client’s exclusive remedy Radiance shall refund to Client the lesser of Client’s actual damages or the amount Client paid to Radiance, which shall be zero if Client did not pay any amount to Radiance, provided that Client notifies Radiance of the breach within 21 days after Client first has knowledge or notice of Radiance’s breach or within 21 days after delivery of the Goods or within 21 days after Radiance notifies Client that Radiance has completed the Services. Radiance shall not be obliged to refund Client any amount for Radiance’s breach of an Applicable Contract if Client does not timely notify Radiance of the breach.

1. Client’s Waivers. One or more of the following constitute “Client’s Waivers”:
   1. Client waives all claims and all rights of subrogation and contribution against and from Radiance, and Client releases and shall not sue Radiance for:

1. Any consequence from Client’s failure to fully, completely, and timely disclose Client’s Requirements to Radiance.
2. Any consequence if the Client’s Requirements are inaccurate, incomplete, or not suitable for Client’s purposes.

• Client’s incidental and consequential damages, including Client’s direct and indirect lost profits, regardless of how caused or occurring and even if known or foreseeable by Radiance.

1. Remedies and damages other than those expressly provided by these Master Terms and Conditions, including claims for which Client does not timely notify Radiance and including the limitations on Client’s remedies against Radiance.
2. All matters, events, occurrences, acts, or omissions that constitute any of Client’s Indemnities (defined below).

1. Confidentiality.
   1. Radiance’s Obligations. Radiance shall not use or disclose the following information (“Client Confidential Information”) except in connection with an Applicable Contract or as otherwise permitted by the Applicable Contract:

1. The particular biomarkers and the other components of the Goods, but Radiance may use the formulations pertaining to the Goods that are the subject of an Applicable Contract for any purpose, including to develop Goods for any third party.
2. The methods to manufacture the Goods.

• Client’s financial information and Client’s payments to Radiance.

1. All other information that Client reasonably designates as confidential on notice to Radiance before disclosure to Radiance.

1. 1. Client’s Obligations. Client shall not use or disclose the following information (“Radiance Confidential Information”) except in connection with an Applicable Contract or as otherwise permitted by the Applicable Contract:

1. Radiance’s methods and protocols to develop the Goods or the Services.
2. Radiance’s financial information.

• All other information that Radiance designates as confidential on notice to Client before disclosure to Radiance.

1. 1. Exceptions. Client Confidential Information and Radiance Confidential Information is referred to herein as “Confidential Information”.

1. Notwithstanding the foregoing, Confidential Information shall not include information known by a party before disclosure to that party, information for which the disclosing party does not use reasonable methods to keep confidential, and information that is generally known by others.
2. Notwithstanding the foregoing, a party may use and Confidential Information for any of the following purposes: (a) to enforce the terms of an Applicable Contract or to defend a claim that the party breached an Applicable Contract, (b) to comply with or testify in connection with any subpoena, any order of any court or administrative agency, any other legal procedure, or any law, regulation, or similar rule, or (c) in connection with any investment, loan, merger, acquisition, or similar transaction under appropriate non-disclosure terms in connection therewith.

1. Indemnity.
   1. Client shall forever defend, indemnify, and hold harmless Radiance and Radiance’s shareholders, directors, officers, employees, agents, vendors, suppliers, and contractors (one or more of whom are the “Radiance Indemnified Parties”), for any of the following (“Client’s Indemnities”): all injuries (including death) to any person, all loss of or damage to property, all delays, and all other events and occurrences caused by any use of the Goods or reliance on the Services by Client or by any third party other than for the purposes permitted by the Applicable Provisions, any other act or omission of Client, or any other act or omission of a third party other than the act or omission of a Radiance Indemnified Party.
   2. Client shall, immediately upon Radiance’s demand, reimburse Radiance and the Radiance Indemnified Parties for all costs and expenses that Radiance or any of the Radiance Indemnified Parties incur in connection with any of Client’s Indemnities, including the fees of their attorneys, consultants, experts, and contractors, the wages and salaries of their employees, and expenses for travel, meals, and lodging.

29. Effect of Termination and Rescission. A party’s termination or cancellation of a Transaction as permitted by these Master Terms and Conditions shall also terminate and rescind the Applicable Contract, but only for those rights and obligations which, under these Master Terms and Conditions do not continue after the termination. A party may not rescind an Applicable Contract unless the party is permitted by these Master Terms and Conditions to terminate or cancel the Transaction. A party’s rescission of an Applicable Contract shall terminate the Transaction but shall not affect the parties’ respective rights and obligations regarding the payment of any amount due or owed under the Applicable Contract or the parties’ respective rights and obligations which, under these Master Terms and Conditions, continue after the termination.
30. Enforcement. All amounts that Client owes Radiance which are past due under any Applicable Contract shall earn simple interest at the monthly rate of 1.5 percent or the highest lawful rate, whichever is lower. In all lawsuits to enforce or interpret any Applicable Contract, including these Master Terms and Conditions: (a) the parties shall submit to the exclusive jurisdiction and the exclusive venue of the state courts in which Radiance’s principal office is located, except that a party may enforce any order of such court in any jurisdiction and in any venue, and the parties waive all claims that the foregoing designations of jurisdiction and venue are unreasonable or inconvenient, (b) the parties waive all rights to a jury trial, and (iii) if Radiance is the prevailing party, Client shall pay Radiance’s costs and expenses, including the fees of Radiance’s attorneys, experts, consultants, and vendors. (c) In the foregoing lawsuits, Radiance shall not pay the fees of Client’s attorneys, experts, consultants, vendors, or Client’s other costs or expenses, even if Client is the prevailing party.

1. Notice. Notices given under or concerning a Transaction or any Applicable Contract shall not cause any time period under the Applicable Contract to commence, shall not be binding on the recipient, and shall not require any action by or response from the recipient unless in writing and delivered to the recipient by commercial courier; fax; email, or registered or certified mail, return receipt requested, to the parties at their offices designated by the Applicable Contract and if no such designation, to any of their offices in the United States, or to such other street or email address or fax number as from time to time directed in a notice by a party to the other party. Delivery shall be deemed to have occurred at the date and time of actual receipt or at the date and time at which a party refuses to accept the delivery, whichever applies. If a party has moved without delivering notice of its new street or email address or fax number to the other party, delivery shall be effective at the date and time of the attempted delivery. The dates and times of delivery, attempted delivery, or refused delivery shall be as shown by the records of the courier, the sender’s email record, the fax transmittal, or the United States Post Office, as applicable. Delivery shall not be deemed to have been made or refused if a recipient party’s fax or email is inoperable.

32. Severability and Modification. If a court or agency, following the conclusion of all appeals, if any, determines that any provision of an Applicable Contract, including any provision of these Master Terms and Conditions, is null, void or unenforceable, the balance thereof shall nevertheless remain enforceable, such invalidity shall not affect any other provision thereof that can be given effect without the invalid provision, and to that end, the parties intend that the provisions thereof are and shall be severable. Following the conclusion of all appeals, if any, the parties shall, if and to the extent possible, modify the null, void, or unenforceable provision retroactive to the Effective Date and consistent with the final court or agency determination so that the provision shall become valid and enforceable while remaining as similar as possible to the original, or a party may petition the court to so modify the Applicable Contract, including these Master Terms and Conditions. Otherwise, an Applicable Contract, including these Master Terms and Conditions, may not be modified except by a writing signed or acknowledged in writing by the parties. The conduct of a party or any third party acting for or on behalf of a party different from an Applicable Contract, including these Master Terms and Conditions, shall not thereby modify the Applicable Contract, including these Master Terms and Conditions. A party’s failure or forbearance to require the other party’s compliance with an Applicable Contract, including these Master Terms and Conditions, whether or not occurring on multiple occasions, shall not thereby modify the Applicable Contract, including these Master Terms and Conditions, shall not excuse the other party’s future compliance, and shall apply only to the specific instance of failure or forbearance.
33. Third Party Beneficiaries. The Applicable Contracts shall be solely for the benefit of Radiance, Client, and Radiance’s Subcontractors, and there shall be no other third party beneficiary of any Applicable Contract. Client’s waivers and Client’s indemnities set forth within these Master Terms and Conditions shall apply to, cover, and benefit Radiance’s Subcontractors.
34. Reliance. When entering into and performing an Applicable Contract neither party shall rely on any oral or written statement, representation, warranty, or promise that is not expressly set forth or referred to within that Applicable Contract or within any document that is not attached to or expressly referred to by that Applicable Contract, and the parties also shall not rely on any Conflicting Term. The parties release and waive all claims, and shall not sue each other, for fraud-in-the-inducement or otherwise, with respect to any statement, representation, warranty, promise, or document concerning an Applicable Contract on which the parties have hereby agreed to refrain from relying, including the Conflicting Terms.
35. No Additional Rights or Obligations. Nothing within an Applicable Contract is or will be intended by the parties to impose or create, by implication or otherwise, any right, requirement, duty, or obligation on any party, of any kind or nature whatsoever, which is not expressly set forth or referred to within that Applicable Contract. Notwithstanding the foregoing, the Conflicting Terms shall not impose or create, by implication or otherwise, any right, requirement, duty, or obligation on any party, of any kind or nature whatsoever.

1. Waiver of Contrary Claims. The parties waive all claims contrary to the provisions of the Applicable Contract, and the parties waive all claims arising under any Conflicting Term.
2. Assignment.  Either party may assign its rights under one or more Applicable Contracts to a third party on notice to the other party. Either party may assign its obligations under one or more Applicable Contracts to a third party only with the other party’s consent, which the other party shall not unreasonably withhold, delay, or condition.

38. Interpretation. The parties intend that interpretation of each Applicable Contract, including these Master Terms and Conditions, shall be derived only from the provisions thereof, without resort to course of dealing, usage of trade, course of performance, or any other extrinsic evidence, and shall not be construed in favor of or against either party. Whenever appropriate under the circumstances, within each Applicable Contract, including these Master Terms and Conditions, including the definition of any term: (a) the plural of any word shall mean the singular; (b) the singular of any word shall mean the plural; (c) “and” shall mean “or”; (d) “or” shall mean “and”; (e) “an”, “any”, or “each” shall mean one, more than one, or all; (f) “all” shall mean any, one, or more than one; (g) words referring to persons or entities shall include associations, cooperatives, corporations, firms, general and limited partnerships, limited liability companies, natural persons, public agencies, sole proprietors, trusts, and all other entities and enterprises; (h) the words “such as”, “include,” “including,” and similar words shall be construed as if followed by the phrase “without limitation” or a similar phrase; (i) use of the masculine, feminine, or neuter gender shall include each of the other genders.

1. Headings.  The section headings in these Master Terms and Conditions are included only for convenience and for reference purposes and are not intended to affect the interpretation of any Applicable Contract, including these Master Terms and Conditions, or to have any substantive meaning.

Rev. 4/20