These Uniti Purchase Order Terms and Conditions (the "Terms and Conditions") govern orders placed by Uniti for products and/or services (each, an “Order”) to be provided by Seller (defined herein to include the Seller’s affiliates, and any of their respective subcontractors, officers, directors, agents and employees). Services or products ordered pursuant to these Terms and Conditions may be defined on a numbered statement of work (“SOW”). Each SOW is to be separately executed and when so executed shall become a part of the Terms and Conditions. Terms and conditions in said SOW(s) shall supersede any conflicting terms in the Terms and Conditions for only the specific service(s) or product(s) defined in said SOW(s). If a master agreement is in effect between Uniti and Seller, the master agreement shall prevail in the event of a conflict with these Terms and Conditions.

1. Orders. In each invoice Seller shall identify, (a) for each individual product, the quantity to be purchased, and (b) for each service, the type of service ordered, and (c) the applicable C#/POSN as determined on the Order. Seller may include on the invoice, bill of lading, or other documentation pertaining to the Order additional information (such as the time and place of delivery or performance, delivery or performance date, description of products ordered, number of units to be delivered, or special instructions concerning the products and/or services) except to the extent such additional information conflicts with these Terms and Conditions. Seller shall be deemed to have accepted the Order unless Seller gives Uniti written notification of its rejection of the Order within two (2) business days after Seller's receipt of the Order. Substitute services or products are not permitted without Uniti’s authorization.

2. Price and Payment. Seller shall invoice Uniti (a) for products purchased, no earlier than upon delivery of the products, and (b) for services purchased, no earlier than upon completion of the services. Uniti shall pay Seller, at the address indicated on the invoice, the invoiced amount within forty-five (45) days after Uniti's receipt of the invoice, provided that there is no bona fide dispute regarding the invoiced amount and that the products or services, as applicable, have not been rejected by Uniti. With respect to rejected products or services, payment shall be due forty-five (45) days after Uniti's receipt of the reissued invoice after acceptance of the products or services by Uniti. All amounts shall be paid in U.S. currency. Uniti may take a two percent (2%) discount if Uniti pays any invoice within fifteen (15) days of receipt. Invoices may be sent via mail to Uniti Accounts Payable, Attn: <Uniti Contact Name>, C# <position id>, <vendor #>, P.O. Box 18313, Little Rock, AR 72222, or an electronic image of an invoice may be submitted via e-mail to [email protected].

3. Taxes, Licenses and Permits. Taxes and fees of any nature are not included in the quoted prices for products or services unless the contrary is specifically agreed in the Order. Applicable state sales tax will be billed unless Uniti provides Seller with appropriate tax exemption certificates prior to the initial invoice. Except as otherwise provided herein or agreed in writing by the parties, Seller agrees to comply with all import/export laws and regulations and to obtain and to pay for all import permits, licenses, and all United States import duties and customs fees.

4. Freight. Except as otherwise agreed by the parties in the Order, Uniti shall not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage or similar

5. Delivery. Unless otherwise stated in the Order, Seller shall not make delivery in installment

6. Cancellation/ Termination. Uniti may cancel or change an Order (a) with respect to products, at any time prior to shipment of the affected products, and (b) with respect to services, at any time prior to commencement of the services, or (c) at any time if: (i) such cancellation or suspension is caused by compliance with any law, order, regulation, request or imminent action of any government entity, or (ii) a Force Majeure Event occurs. “Force Majeure Event” means an any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; tariffs; governmental rule, regulation, decree or executive order; flood, fire, hurricane, tornado, or other casualty; earthquake; pandemic; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the Party affected; or any other events or circumstances, whether foreseen or unforeseen, not within the reasonable control of the Party affected, whether similar or dissimilar to any of the foregoing.

Uniti may terminate the Purchase Order, and SOW, or any part thereof for its sole convenience at any time upon thirty (30) days written notice to Seller. Upon notice of such termination, Seller shall immediately stop all work and/or shipment of goods hereunder and cause its suppliers and/or subcontractors to cease their work against the Purchase Order. Seller shall be paid a reasonable termination charge consisting of a pro-rata percentage of the Purchase Order price reflecting the percentage of work performed prior to notice of termination, plus actual direct costs resulting from termination. If payment of services has already been paid in full by Uniti, Seller will deduct the amount for services rendered from the total fees paid and refund Uniti the difference. Seller may not terminate any uncompleted SOW without Uniti's prior written consent.

7. Delayed Shipment. The quoted time of delivery to Uniti shall be extended for such time as may be reasonably necessary if Seller is prevented from making delivery at the quoted time by a Force Majeure Event.

8. Risk of Loss. Title to and risk of loss for products supplied pursuant to an Order shall pass to Uniti upon delivery to Uniti at the destination identified by Uniti in the applicable Order. Any breach of these Terms and Conditions shall have no effect upon the provisions controlling the risk of loss of the products and/or services described in the applicable

9. Rejection of Products and Services. Uniti shall give written notice to Supplier of any claim of rejection of (a) products within thirty (30) days after receipt of such products, and (b) services within thirty (30) days after completion of such services by Seller, and Seller shall thereupon be afforded a reasonable opportunity to inspect the products or completed work. If any portion of the products delivered to or services performed for Uniti are defective or are otherwise not in accordance with the Order specifications, Seller shall (i) refund the portion of the purchase price applicable to such defective products or services plus all freight or materials charges paid by Uniti with respect thereto, or (ii) Seller may, upon agreement by Uniti, replace such defective products or re- perform such defective services, as applicable. Any product delivered to or service performed for Uniti and not rejected by Uniti within the thirty (30) day period shall be deemed accepted by Uniti.

10. Representations and Warranties. Seller warrants that: (a) all services and products shall perform and conform to the specifications as set forth by Uniti in these Terms and Conditions and any SOW(s), and shall be in good working order and free from defects, (b) it has all requisite ownership, rights and licenses to perform fully its obligations in connection with the Order and to grant to Uniti all rights to the services and products free and clear from any and all liens, adverse claims, encumbrances and interests of any third party, and (c) all services and products will be provided in accordance with industry standards and in a professional and workmanlike manner.

11. Indemnification. (a) General. Seller shall defend, indemnify and hold harmless Uniti, Uniti affiliates and their respective customers, officers, directors, employees and agents (the “Uniti Indemnitees”) from and against any claims, suits, actions, losses, damages, expenses or liabilities (including reasonable legal fees) brought against any Uniti Indemnitees that may result by reason of (i) any death, bodily injury or property damaged based on Uniti's authorized use of any product supplied pursuant to this agreement; (ii) any negligence or intentional misconduct of Seller, or its employees or permitted subcontractors, under the Order; or (iii) the inaccuracy of any warranty or representation made by the seller. (b) IP Infringement. Seller shall indemnify, defend and hold harmless Uniti Indemnitees from and against any demand, suit, cause of action, liability, loss or expense (including reasonable legal fees) incurred by Uniti or the Uniti Indemnitees related to any claim, action or cause of action for infringement or violation of any patent, trademark, service mark, trade secret, know-how or other Intellectual Property right, proprietary right or other property right by any person, entity or enterprise as a result of any act, omission, neglect or misconduct by Seller or Uniti’s authorized use of any service or product supplied pursuant to an Order, regardless of the fact that services or products may have been accepted by Uniti and Seller may have received payment. If an injunction is issued affecting the services and/or products or Uniti’s use of the services and/or products if Seller determines that an injunction affecting the services and/or products or Uniti’s use thereto is likely to issue, Seller will promptly, at its expense, either (i) obtain the right to Uniti to use the services and/or products, (ii) replace or modify them with non-infringing services and/or products of equivalent functionality, or (iii) refund the amounts paid for the services and/or products and reimburse Uniti for all reasonable expenses for removal and replacement of the services and/or products.

12. Assignment. Neither these Terms and Conditions, nor any rights or obligations under these Terms and Conditions, may be assigned or otherwise transferred by Seller without the written consent of Uniti, which shall not be unreasonably withheld. Uniti may assign these Terms and Conditions, or any of its rights or obligations hereunder: (a) to an affiliate of Uniti, or (b) in connection with any merger, consolidation, reorganization or sale of all or any part of its business or assets. These Terms and Conditions, shall inure to the benefit of and be binding upon the successors and permitted assigns of the

13. Documentation. Any amendments to these Terms and Conditions must be in writing and signed by Uniti in order to become effective and binding upon Uniti.

14. Subcontracting and Seller’s Employees/ Independent Contractors. Seller may subcontract the services or a portion thereof only with Uniti's prior written permission. Seller agrees to screen its employees and its approved subcontractors in compliance with applicable laws to ensure they are not security risks and that they have the requisite training, skills and experience to perform the services.

It is expressly understood and agreed that Seller is an independent contractor and that Uniti shall not be liable for any of the Seller’s acts or omissions in the performance of Services. Seller represents and warrants that all persons it employs to do work for Uniti shall be employees of Seller exclusively and at no time shall be authorized to act as agents or employees of Uniti.

A. Precautions. Seller shall at all times take reasonable precautions to protect the persons and property of others which may be on or adjacent to the project site from damage, loss, or injury resulting from performance under these Terms and Conditions by Seller or any other party with whom Seller may have subcontracted. Seller shall not disturb or displace any protection installed by others. Any property moved or damaged by Seller during the course of performance of Services hereunder shall be returned or repaired by Seller, at Seller’s expense, to Uniti’s satisfaction.

B. Clean Up. Seller shall keep the project site and surrounding area free from accumulation of waste materials or rubbish. Upon completion of the Project, and prior to final payment, Seller shall remove from and about the project site, all waste materials, rubbish, Seller’s tools, construction equipment, machinery and surplus materials. Seller shall dispose of all waste materials and rubbish in accordance with all applicable local, state and federal laws, regulations and ordinances.

C. Interruption of Utility Services. Except as otherwise may be provided in the “Order” or “SOW”, all work shall be performed by Seller without interruption to or interference with any utility services. Seller shall identify the type and location of all utility services on, under or near the project site. Seller is responsible for all notifications to utility services prior to the commencement of work on the project site. Seller shall indemnify and hold harmless Uniti for any interruption of, or damage to, utility services in breach of this section.

A. Compliance Clauses. Each party shall, at its own cost and expense, perform its obligations under these Terms and Conditions in compliance with all applicable laws to which a party is subject. As a supplier to the U.S. Government, Uniti is required by U.S. Government Regulations to require that all Uniti vendors, suppliers, Sellers, and licensors comply with the following additional clauses:

(a) CFR TITLE 23 Highways (Manual on Uniform Traffic Control Devices)

(b) CFR TITLE 40 EPA

(c) CFR TITLE 49 Transportation (Federal Motor Carrier Safety Regulations)

(d) Federal Communications Commission OET Bulletin 65 (Edition 97-01) (Evaluating Compliance with FCC Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields)

(e) FAR 52.203-13 Contractor Code of Business Ethics and Conduct (for contracts over $7.5M with performance period of 120 days or more)

(f) FAR 52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (if contract is funded under the Recovery Act)

(g) FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

(h) FAR 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities

(i) FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

(j) FAR 52.204-27 Prohibition on a ByteDance Covered Application

(k) FAR 52.219-8 Utilization of Small Business Concerns (for contracts greater than the simplified acquisition threshold (currently $350,000))

(l) FAR 52.222-21 Prohibition of Segregated Facilities

(m) FAR 52.222-26 Equal Opportunity (to the extent not exempt). This regulation prohibits discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, or national origin.

(n) FAR 52.222-35 Equal Opportunity for Veterans (for contracts $200,000 or greater)

(o) FAR 52.222-36 Equal Opportunity for Workers with Disabilities (for contracts greater than $20,000)

(p) FAR 52.222-37 Employment Reports on Veterans (for contracts $200,000 or greater)

(q) FAR 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (for contracts greater than $10,000), Executive Order 13496 and the Employee Notice clause, and 29 CFR § 471.2(b) and Appendix A to Subpart A of Part 471

(r) FAR 52.222-50 Combating Trafficking in Persons

(s) FAR 52.222-54 Employment Eligibility Verification

(t) FAR 52.222-55 Minimum Wages for Contractor Workers Under Executive Order 14026 (for contracts subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute)

(u) FAR 52.222-62 Paid Sick Leave Under Executive Order 13706 (for contracts subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute)

(v) FAR 52.222-90 Addressing DEI Discrimination by Federal Contractors

(w) FAR 52.224-3 Privacy Training (if Seller employees and agents will have access to a federal system of records or will handle PII)

(x) FAR 52.225-13 Restrictions on Certain Foreign Purchases

(y) FAR 52.232-40 Providing Accelerated Payments to Small Business Contractors

(z) FAR 52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels  

(aa) Federal Acquisition Supply Chain Security Act (“FASCSA”). In compliance with FASCSA (FAR 52.204-28-30), Seller must monitor SAM.gov at least once every three (3) months for FASCSA Orders. If a new FASCSA order could impact its supply chain, Seller must conduct a reasonable inquiry to determine whether a covered article or product or service produced or provided by a source subject to the FASCSA order(s) will be provided or used during performance under this Agreement. If Seller discovers a covered article is being provided or used, Seller must report to Uniti within three (3) business days the following: product/service, FASCSA order, vendor ID, brand, and model, as well as readily available information regarding mitigation steps. Within ten (10) business days, the Seller must update the report with additional mitigation efforts.

B. Conflict Minerals. Seller warrants that it has evaluated the origins or source of the materials throughout their supply chain and has verified that the services and products provided hereunder do not contain any “conflict minerals” (as defined herein) or utilize such conflict minerals in the production thereof. In the event that Seller either (i) discovers that conflict minerals were utilized in any such services or products, or (ii) chooses to modify the services or products to include conflict minerals, then Seller shall immediately notify Uniti and Seller shall be required to either (y) provide a copy of its report filed with the Security and Exchange Commission under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (z) provide a description reasonably acceptable to Uniti detailing the measures taken by Seller to assure the appropriate country of origin sourcing and chain of custody of such materials. Uniti reserves the right to terminate these Terms and Conditions in the event conflict minerals are determined to be utilized in any services or products provided hereunder, and the terms of this section shall be deemed a material provision of these Terms and Conditions. For purposes of this section, “conflict minerals” shall have the meaning as set forth under Dodd-Frank and shall include, without limitation, columbite-tantalite (coltan), cassiterite, gold, wolframite or their derivatives, or any other mineral or its derivatives determined by the US Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country.

C. OSHA Compliance. Seller shall have full responsibility for following all the requirements of the Occupational Safety and Health Act of 1970 (“the Act”) and all regulations issued under the Act, any other applicable safety procedures, and other such laws, regulations, customs, and practices as may be applicable for proper completion of work under these Terms and Conditions, without any recourse to Uniti for additional costs or time because of these requirements. Seller agrees that it is familiar with the Act and regulations issued under the Act and all of the other laws, regulations, customs, and practices referred to above. Seller further agrees that Uniti is not in a position to create, control, or abate any hazards associated with Services of Seller and that Uniti is not in a position to identify any hazards associated with Services. Seller further agrees that Uniti is relying upon Seller to take all reasonable steps necessary to avoid or abate any hazards associated with Services.

(a) Seller agrees that no unauthorized persons, including representatives of government agencies, shall be allowed to enter a project site without prior approval of Uniti.

(b) Seller agrees to indemnify Uniti for all citations and complaints arising under or connected with the Act and the regulations issued under the Act or any of the other laws, regulations, customs, and practices referred to above. Seller agrees to defend Uniti against such citations and complaints at Uniti’s election and to reimburse Uniti for all penalties, fines, costs, and attorneys’ fees incurred by Uniti as a result of such citations and complaints.

(c) Seller agrees to indemnify Uniti for all damages, including workers’ compensation costs, sustained by Uniti as a result of any injury to any of Uniti’s employees resulting from the negligence, recklessness, or willfulness of Seller.

(d) Seller further agrees to indemnify and hold Uniti harmless from any claims, damages, and complaints made by any employee of Seller against Uniti based upon or arising out of any injury or illness allegedly suffered by such employee or out of any condition or hazard associated with such employee’s work for Seller and/or contact with Uniti. Such indemnification includes the duty to pay Uniti’s attorneys’ fees, expert fees, and costs of defense.

 (e) If there is a conflict between this section and any other provision of these Terms and Conditions, this section shall govern.

17. Intellectual Property/Software. Seller grants to Uniti all rights and licenses necessary for Uniti to use, transfer, pass-through and sell Seller’s products and services and to exercise all rights granted under these Terms and Conditions and in the related Order. If requested by Uniti, Seller agrees to execute any other agreements necessary to enable Uniti to exercise its rights hereunder. Further, Seller represents and warrants that: (a) Seller is either the owner of all Intellectual Property and proprietary rights in the products and services including, without limitation, any Software or Seller is authorized to provide and/or grant the license to all Intellectual Property and proprietary rights, including any software provided on the Order (“Software”), (b) the Software and services shall be free from Viruses, and (c) Seller shall not insert into the Software any code that would have the effect of allowing unauthorized access, disabling or otherwise shutting down all or any portion of the Software, services or Uniti’s system or network or any portion thereof; or, if the Software does have a disabling code, Seller shall not invoke such disabling code at any time. For purposes of these Terms and Conditions, “Intellectual Property” means all intellectual property, including patents, inventions (whether or not the subject of patents or patent applications), copyrights, software, technical data, records, trade secrets, know-how (whether or not protected as a trade secret), trademarks, service marks, applications to register any such rights, and any other intellectual or industrial property rights of any kind whatsoever in any part of the world. “Virus” shall mean program code or programming instructions or set of instructions intentionally designed to disrupt, disable, harm, interfere with or otherwise adversely affect computer programs, data files or operations, or other code typically described as a virus or by similar terms, including but not limited to a Trojan horse, worm, backdoor, or time bomb. In the event a Virus is found to have been introduced by Seller, Seller shall, at no additional charge to Uniti, assist Uniti in reducing the effects of the Virus and, if the Virus causes a loss of operational efficiency or loss of data, to assist Uniti to the same extent to mitigate and restore such losses.

18. Information Security Management. If applicable to Seller’s products or services, Seller shall have a security policy that contains: (a) guidance to and training for its personnel to ensure the confidentiality, integrity, and availability of information and systems maintained or accessed by Seller and/or its subcontractors with penalties or sanctions for non-compliance; (b) incident detection and management; (c) a data breach management plan; (d) computer and data backup processes, including without limitation computer logs; and (e) commercially reasonable standards and procedures for systems management which shall include use of state-of-the-art, commercial or professional-grade (i) security controls, (ii) identification and patching of security vulnerabilities on a commercially reasonable schedule, and (iii) anti-virus software.

For notices regarding cyber security or data breach events, please copy:

Uniti Cyber Security

[email protected]

19. Adherence to Uniti Information Security Standards/Protocols. If Seller has access to any Uniti systems or its network, Seller shall adhere to general Uniti information security standards/protocols and it’s “Third Party Network Connection Policy,” provided by Uniti to Seller in writing from time to time. Seller shall only use any network connection for the specific lawful business purposes outlined in these Terms and Conditions and the Order and will allow only authorized employees, representatives or agents to access the network connection. Seller shall be solely responsible for ensuring that such employees are not security risks and shall: (i) maintain commercially reasonable technology controls to protect the network connection, including firewalls, anti-virus software, security monitoring and alerting systems (i.e., intrusion detection systems) and (ii) implement and maintain remote access solutions for personnel that are designed and audited in conformity with industry best practices.

20. Limitation of Liability. EXCEPT FOR SELLER’S INDEMNIFICATION OBLIGATIONS AND EACH PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, OR COST OF CAPITAL, OR DOWNTIME COSTS.

21. Insurance. Upon Uniti’s execution of this Order, Seller shall provide Uniti with a certificate of insurance, which establishes that Seller has the coverage listed therein. The insurance policies to be listed in the certificate shall include automobile liability, commercial general liability, errors and omissions, umbrella liability and employers’ liability, each with limits not less than one (1) million dollars per occurrence. All insurance carriers shall be rated “A-“ or better by A.M. Best Co. Seller shall provide that the insurance listed in the certificate shall not be cancelled without Seller giving Uniti prior written notice of at least ten (10) days. Seller agrees to maintain the insurance coverage (as approved by Uniti) in force for a period of two (2) years following the termination of the Order.

22. Confidential Information. Each party agrees that a separate, mutual non-disclosure agreement has been executed between the parties to these Terms and Conditions.

A. In order that each party may protect its Intellectual Property, goodwill and product designation, neither party will have any right to use any Intellectual Property or designations of the other party, other than as otherwise agreed to in writing by the other party. Each party shall, at its own expense, perform its obligations under these Terms and Conditions and the Order and conduct its business in compliance with all applicable laws and governmental rules and regulations.

B. Neither these Terms and Conditions nor the Order creates any agency, joint venture or partnership between Uniti and Seller. Neither party shall impose or create any obligation or responsibility, express or implied, or make any promises, representations or warranties on behalf of the other party, other than as expressly provided herein. 

C. No waiver of any provision of these Terms and Conditions shall be effective unless it is in writing and signed by the party against whom it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under these Terms and Conditions shall not constitute or be deemed a waiver of that party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

D. These Terms and Conditions and the Order shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of laws rules. All judicial proceedings to be brought with respect to these Terms and Conditions, the Order or any other dispute between the parties hereto pertaining to the Order and products purchased and sold thereunder shall be brought in Delaware, in a State or Federal Court of competent jurisdiction (the "Court") and each party accepts generally and unconditionally the exclusive jurisdiction of the Court and irrevocably waives any objection, including any objection to venue based upon forum non-conveniens, which either of them may now have of hereafter have to the bringing of any such proceeding with respect to these Terms and Conditions, the Order or any other dispute in the Court.

E. All notices delivered in accordance with these Terms and Conditions shall be in writing, and personally delivered, sent by electronic mail, or sent by certified mail or overnight mail, if to Uniti, to: [email protected] or to 2101 Riverfront Dr., Little Rock, Arkansas 72202, Attention: Uniti Vendor Management Team, and if to Seller, to such address as is provided by Seller to Uniti, or sent by fax to the other party at the fax number provided by such party, with confirmation to follow promptly by personal delivery, electronic mail, certified mail, or overnight mail. Notices will be deemed effective upon personal delivery or delivery by fax or electronic mail to the other party, three (3) business days after mailing if sent by certified mail, or the next business day if sent by overnight mail. Either party may change its notice address or fax number by notice to the other party as provided in this paragraph. 

F. The Parties hereto expressly exclude the application of any non-United States laws and the United Nations Convention on Contracts for the International Sale of Goods from these Terms and Conditions, the Order, and any transaction that may be entered into between the Parties. If any term or provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect any of the other terms or provisions of these Terms and Conditions, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties set forth in the remainder of these Terms and Conditions. The headings used in these Terms and Conditions are for convenience of reference only, do not constitute a part of these Terms and Conditions, and will not be deemed to limit, expand or in any way affect the interpretation of any term or provision of these Terms and Conditions.