Optrua

By accepting any Optrua quote or proposal (each an “Order”) for the purchase of any Services (as defined below) from Optrua, LLC, a Utah limited liability company (“Optrua”), you (“Customer”) expressly agree to be bound by these Services Standard Terms and Conditions (“Standard Terms”). Each Order is subject to Optrua’s acceptance and may be accepted or rejected by Optrua in its sole discretion. Further, these Standard Terms and any Order that subsequently refers to these Standard Terms are intended to and shall, collectively constitute one agreement (“Agreement”). It is understood that each Order will specify the current charges and costs for the Services to be provided by Optrua under the Agreement and these Terms and Conditions.

1. Definitions. In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement the following defined terms shall have the following definitions:

(a) “Customer System” means Customer’s computer network, network-connected servers, computers, and other devices connected to Customer’s network system.

(b) “Services” means the information technology or related services purchased by Customer pursuant to an Order, and such services may include, without limitation, desktop, server, network, firewall or mobile device management services.

(c) “Products” means the Equipment or Software to be sold or provided by Optrua to Customer pursuant to an Order.

2. Payment Terms

(a)             Payments. Customer shall pay to Optrua the fees set forth in the Order (”Fees”), and such fees shall be remitted to Optrua in accordance with the payment terms set forth in the applicable Order. In addition to the Fees, Optrua may invoice any additional costs and expenses reasonably incurred in the performance of the Services.

(b)             Taxes. Customer shall be responsible for any applicable sales, use, value added, or other taxes payable with respect to the Services or Products provided pursuant to this Agreement, or arising out of or in connection with this Agreement. All required property, excise and other federal, state and local taxes (other than those taxes based upon Optrua’s net income) will be added to the Fees paid by Customer.

(c)             Late Payments. In the event any amount owed by Customer is more than five (5) days past due, Optrua may suspend the Services in Optrua’s sole discretion.

3.               Term. The initial term of this Agreement will begin on the date indicated on the Order and continue for the period set forth on the Order.

4.               Services and Products

(a)             Scope. Subject to the terms and conditions of this Agreement, Optrua will provide to Customer those (i) Services as specified in the applicable Order, and (ii) other information technology related services requested by Customer from time to time which are not included in the Services specified on the Order, but only to the extent that Optrua agrees to provide such additional services to Customer in its sole discretion. In addition, Optrua may sell to Customer certain hardware, equipment, components, or accessories (the “Equipment”), or license, sublicense, or facilitate the license from a third party to Customer of computer software (“Software”), all as specified in an Order, or as otherwise requested by Customer from time to time, but only to the extent that Optrua agrees to provide such additional Products to Customer in its sole discretion.

(b)             Security. Customer acknowledges that all Customer Systems are under Customer’s control at all times and that the Services will not include physical security or safety of any Customer System from casualty loss, physical intrusion, theft, vandalism, consequences arising from any failure to observe Optrua or vendor-prescribed operating procedures and protocols, or abuse or neglect by Customer or its employees. Optrua will not be liable for downtime or losses arising from or related to Customer System.

(c)              Monitoring. In the event Customer purchases Services pursuant to an Order which includes management of all or a portion of Customer System, Optrua may provide certain remote monitoring of Customer System, but such monitoring will be limited to the part of Customer System to be managed pursuant to the Order. Customer hereby expressly grants Optrua the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access Customer System for the purpose of providing the Services only. In the event it is determined that any issues or problems with Customer System are due to any portion of Customer System which is not managed by Optrua, Optrua may charge additional fees incurred on a time and materials basis.

(d)             Exclusions. Further, with respect to managed Services purchased pursuant to an Order, the following is a non-exhaustive list of items that are expressly excluded from such Services and will be billed to Customer at Optrua’s current standard rates unless otherwise set forth in the Order: (i) customization of third party applications, or programming of any kind; (ii) support for operating systems, applications, or hardware no longer supported by the manufacturer; (iii) data/voice wiring or cabling services of any kind; (iv) battery backup replacement; (v) equipment relocation; (vi) hardware replacement cost; (vii) cost to bring Customer System up to the minimum requirements; (viii) cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind; (ix) project/integration work to increase functionality or capacity; (x) application configuration or network problems caused by line of business applications such as customer accounting, CRM, or ERP software, but reasonable attempts will be made to correct connectivity issues to such applications; and (xi) configuration element (hardware or software) or hosting service in a manner that is not customary at Optrua, or that is in “end of life” or “end of support” status.

(e)             Warranty; Disclaimer. Customer expressly understands and acknowledges that Optrua: (i) does not warrant that Customer System will operate error free or uninterrupted; (ii) will not be responsible for any loss, cost, or damages suffered by or caused to Customer by reason of any casualty loss, external power or internet services provider’s disruptions or lost data resulting from the failure of the internal network, hardware or software systems; (iii) may, at Optrua’s sole discretion, choose to render the Services in person, via telephone or email support or remote support; (iv) will have sole discretion and control in assigning personnel to perform the Services.

5.               Responsibilities

(a)             Customer Responsibilities. In addition to Customer’s other obligations set forth in this Agreement, Customer shall be solely responsible for the following items: (i) providing a Customer System and environment equipped and configured to be compatible with the specifications required by Optrua from time to time; (ii) providing high-speed internet connectivity, with data transmission speeds of no less than ten (10) MB per second, and all other reasonably necessary utilities and the services of third parties; (iii) providing Optrua personnel and subcontractors with reasonable remote and on-site access to Customer System and systems in order to permit Optrua to provide the Services in a manner that is acceptable to Optrua; (iv) providing Optrua with reasonable communication channels to contact Customer’s personnel and other resources that may facilitate Optrua’s rendering of the Services, including all administrative rights, permissions and security passwords necessary for Optrua to access Customer System and systems; (v) complying with all license or other agreements applicable to third-party Software, which licenses or agreements may be included with the third-party software and/or the documentation provided therewith, all of which are incorporated herein by this reference; (vi) maintaining Customer System (including all of its software and hardware systems) in current compliance with Optrua’s then published minimum system standards and requirements; (vii) be responsible for the physical security of Customer’s facilities, assets, and information and, unless specifically included as part of the Services, be responsible for administrative and technical security of Customer’s facilities, assets, and information; and (viii) on-site dedicated space suitable for running Customer System or any other hardware within manufacturers’ operating conditions as well as uninterrupted electrical supply, static grounding, and heat, light, ventilation and electrical outlets suitable for Customer’s operation of Customer System consistent with industry standards. With respect to any Software licenses which are not purchased outright by Customer but are otherwise provided by Optrua pursuant to an Order, Customer expressly acknowledges and agrees that Customer’s right to use any such Software licenses provided by Optrua will terminate immediately upon the expiration or earlier termination of this Agreement.

(b)             Optrua Responsibilities. In the event Customer purchases Services pursuant to an Order which include managed services, Optrua shall provide to Customer throughout the term of this Agreement as set forth in each Order, all reasonably necessary help desk services via telephone or electronic mail as requested by Customer in connection with the Services, subject to the parameters and pricing set forth on the applicable Order. Support is available 24 hours a day, 7 days a week. During the hours of 7:30am to 4:30pm CST, Monday thru Friday, support inquiries are fielded by our support center. After those hours, support inquires will be sent to a messaging system and returned. Holiday and after-hours support are intended for emergency use only. Any of holiday and after-hours support for non-emergency use will result in additional charges at Optrua’s then standard rates.

6.               Compliance with Laws. Customer shall comply with, and shall cause its personnel to comply with, all applicable foreign and United States federal, state and local laws, licenses and regulations related to or arising out of this Agreement, including, without limitation and as applicable, all laws and regulations related to promotion of pharmaceutical products, fraud and abuse, insider trading, discrimination, confidentiality, false claims and prohibition of kickbacks. For the avoidance of doubt, Customer shall comply with (i) the Anti-Kickback provisions of the Social Security Act, 42 U.S.C. § 1320a-7b, and the relevant regulations at 42 C.F.R. Section 1001 (“Healthcare Fraud and Abuse Laws”); (ii) the False Claims Act, 31 U.S.C. § 3729-33; and (iii) the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§201, et seq. and the relevant regulations at 21 C.F.R. §202. Customer understands and agrees that Optrua does not give, and is not obligated to provide, any legal or accounting advice and does not represent or warrant that use by Customer of the Software in the conduct of Customer’s business will comply with all applicable federal or state laws. Customer acknowledges that it will be relying upon its own legal counsel and accountants for advice on compliance with applicable laws and accounting requirements. It is Customer’s obligation to inform Optrua of any legal requirements applicable to the Software and to assess the Software to ensure that such legal requirements are satisfied. Customer will defend, indemnify and hold harmless Optrua, Inc., its affiliates, subsidiaries, employees, and authorized contractors for any losses suffered by Optrua as a result of Optrua relying on any information provided by Customer regarding the legality of the manner in which Customer conducts its business.

7.               Exclusive Warranty. FOR ANY SERVICES PROVIDED BY OPTRUA, OPTRUA WARRANTS THAT OPTRUA WILL PERFORM THE SERVICES IN A WORKMANLIKE MANNNER CONSISTENT WITH INDUSTRY STANDARDS. FOR ANY PRODUCTS OR SOLD, LICENSED OR OTHERWISE PROVIDED BY OPTRUA, OPTRUA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BUT WILL PASS THROUGH TO CUSTOMER ANY APPLICABLE MANUFACTURER OR DEVELOPER WARRANTIES. FURTHER, OPTRUA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THIRD PARTY SOFTWARE LICENSED OR OTHERWISE PROVIDED TO CUSTOMER. OPTRUA EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY WAIVES ALL RIGHTS, REGARDING ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. OPTRUA DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SERVICES WILL OR CAN BE CORRECTED. NO UCC WARRANTIES SHALL BE PROVIDED OR ENFORCEABLE.

If it is determined that Optrua has breached the above Services warranty, then as Customer’s sole remedy, Customer may receive a credit on a dollar-for-dollar basis based upon the amount of Fees that have been paid by Customer during the time period when the Services did not conform to the foregoing warranties up to a maximum credit of twelve (12) months of Fees paid, which amount shall be applied toward future Fees during the then remaining Term that would otherwise be due to Optrua, the application of such credit commencing with the month immediately following such determination and until such time as the amount of the credit is exhausted. Provided, it is understood that if the parties cannot agree whether a breach has occurred, the parties will submit the issue to arbitration and the credit shall commence with the month immediately following the arbiters ruling. THE FOREGOING WILL BE THE SOLE REMEDY OF CUSTOMER FOR BREACH OF WARRANTY.

8.               Proprietary Rights and Confidentiality

(a)             Intellectual Property Rights. Customer acknowledges and agrees that all copyright, patent, trade secret, and all other intellectual property rights of every kind and nature related to the Services are and shall remain the exclusive property of Optrua or its third-party licensors, and nothing in this Agreement should be construed as transferring any aspects of such rights to Customer or any third party. Except for any Software licenses provided by Optrua to Customer, no other right or license is granted to Customer, by implication or otherwise, and all other rights are expressly reserved to Optrua. Provided, it is acknowledged that all Customer data is the property of Customer or, if Customer is a “covered entity” as contemplated by applicable health care privacy laws, such Customer data is the property of Customer or its patients and related prescribing physicians. While such information is in its possession or control, Optrua shall treat the same in confidence, limit its access, restrict its use and keep it as secure as reasonably possible in compliance with applicable Laws, including with regard to personal health information (“PHI”) specifically the requirements of 45 C.F.R. Parts 160 & 164, subparts A & E. Optrua shall only use or disclose such information as expressly authorized herein or in any applicable Business Associate Agreement or other contract which Optrua may enter into as an incident to its business relationship with Customer.

(b)             Disclosure; Publicity. Customer and Optrua agree that, except as expressly authorized in writing (including through the use of email) in advance by the other party, neither of them will, either during the existence of this Agreement or at any time thereafter, disclose the terms of this Agreement to any third party except to their respective employees, regulators, auditors, accountants, attorneys or consultants with a need to know such information. Provided, either party may disclose such information (i) to the extent required by any subpoena or order of any governmental authority; provided that the party that receives the subpoena shall promptly give the other party written notice of such requirement prior to any disclosure so that the other party may have sufficient time to seek a protective order or other appropriate relief; (ii) with regard to information other than PHI, if the disclosing party can show that it was in possession of the information prior to its disclosure to them from a source other than the other party; (iii) the receiving party lawfully received the information from a third party absent the breach of any applicable confidentiality obligation; or (iv) with regard to information other than PHI, the receiving party can show that the information was independently developed by person who did not have access to the confidential information. Notwithstanding the foregoing, Optrua may identify Customer in general Optrua marketing and portfolio activities.

9.               Physical and Data Security. Optrua will take or cause to be taken all commercially reasonable actions to ensure the continued security of Customer data delivered to Optrua as part of the Services. Optrua will use not less than commercially reasonable efforts to maintain the confidentiality of Customer Data. Notwithstanding the foregoing, in no event shall Optrua be liable to Customer for any data loss or corruption regardless of the cause.

10.            Limitation of Liability. EXCEPT IN THE EVENT OF OPTRUA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OPTRUA SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS, DISRUPTION OF SERVICES, AND LOST, DAMAGED OR DESTRUCTION OF DATA, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE EVENT OF OPTRUA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF OPTRUA TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT PAID TO OPTRUA BY CUSTOMER FOR SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT OR CAUSE GIVING RISE TO SUCH CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, TO CLAIMS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICES NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OF OTHER APPLICABLE LAWS. THE FEES TO BE CHARGED HEREUNDER REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISKS AND THE EXCLUSION OF CONSEQUENTIAL AND SPECIAL DAMAGES SET FORTH IN THIS AGREEMENT.

11.            Indemnity. Customer shall indemnify and hold harmless Optrua and its affiliates, including their respective owners, officers, directors, and employees from any claim, suit, loss, cost, damages (including consequential damages), expense (including reasonable attorneys’ fees and expenses), or liability of any nature or kind whatsoever directly or indirectly arising out of, or resulting from, this Agreement, including without limitation, Customer’s (i) breach or failure to comply with any of its obligations or requirements under this Agreement or any applicable law, or (ii) infringement of any intellectual property or proprietary right of a third party.

12.            Default and Termination

(a)             Customer Default. Customer will be deemed to be in default of its obligations under this Agreement if: (1) Customer fails to pay any amount due under this Agreement within thirty (30) days after the same becomes due and payable or fails to timely remit repayment on three (3) or more occasions during any eighteen (18) month period; or (2) Customer breaches Sections 5, 6, 8, 17 or 22, regardless of any purported attempt to cure; (3) Customer commits a material breach of this Agreement and fails to remedy the breach within thirty (30) days after having been given written notice to do so; or (4) upon the institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against Customer or any affiliate of Customer under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) calendar days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admission by Customer of its inability to satisfy any debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of Customer or the appointment of a receiver for all or substantially all of Customer’s assets or any corporate action taken by the Board of Directors of Customer in furtherance of any of the above actions.  In the event of Customer’s default under this Section 12(a), Optrua may terminate this Agreement, effective upon written notice to Customer.

(b)             Optrua Default. Optrua will be deemed to be in default of its obligations under this Agreement if: (1) Optrua commits a material breach of this Agreement and fails to remedy the breach within thirty (30) days after having been given written notice to do so; or

(2) upon the institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against Optrua under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) calendar days after they are instituted; or (3) the insolvency or making of an assignment for the benefit of creditors or the admission by Optrua of its inability to satisfy any debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of Optrua or; (4) the appointment of a receiver for all or substantially all of Optrua’s assets; or (5) any corporate action taken by Optrua in furtherance of any of the above actions. In the event of Optrua’s default under this Section 12(b), Customer may terminate this Agreement, effective upon written notice to Optrua.

(c)              Transition Services. In the event that Customer requests for Optrua to assist in its transition away from Optrua’s Services, Optrua will provide such assistance if (i) all fees owed to Optrua have been paid in full prior to providing such transition assistance; (ii) Customer agrees to pay Optrua’s then current standard rates for such additional services. Customer understands and acknowledges that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. Unless otherwise explicitly set forth in any relevant Order, Optrua will have no obligation to store or maintain any Customer data in Optrua’s possession or control following termination of this Agreement, and Optrua shall indemnify and hold Optrua harmless from Optrua’s deletion of same.

13.            Legal Requirements. If there is any applicable Law or any ruling, judgment, decree or interpretation by any court, agency or other governing body having jurisdiction over either party (each a “Regulatory Matter”), and the Regulatory Matter materially and adversely affects, or is reasonably likely to affect, the performance by Optrua or its receipt of compensation under this Agreement or makes this Agreement unlawful, then the parties shall immediately use their best efforts to enter into a new arrangement that complies with such Regulatory Matter and approximates as closely as possible the position of the parties under this Agreement, economically and otherwise, prior to such Regulatory Matter. If the parties are unable to reach a new agreement within a reasonable period of time (not to exceed ninety (90) days) after the occurrence of the Regulatory Matter (or after its occurrence becomes reasonably certain), either party may terminate this Agreement effective upon written notice to the other party.

14.            Status. The relationship between Optrua and Customer is that of independent contractors and that relationship shall continue as such throughout the Term. It is further agreed that nothing contained in this Agreement shall be construed to constitute either party as being a partner, joint venturer, or agent of the other.

15.            Expenses of Enforcement. In the event litigation or arbitration is instituted to enforce this Agreement, the prevailing party will be entitled to recover from the other party such sum as the arbiter or court, as the case may be, may judge reasonable as attorneys’ fees at trial and upon appeal, in addition to all other sums provided by law.

16.            Arbitration. In the event of any dispute or controversy arising out of or related to this Agreement, including the interpretation of any provision of this Agreement, which cannot be resolved informally by the parties, such dispute will be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. Any arbitration proceeding conducted hereunder shall be held in Salt Lake City, Utah and will be enforceable in any court of competent jurisdiction. BEFORE INSTITUTING ARBITRATION, EACH PARTY AGREES TO PROVIDE THE OTHER PARTY WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO THE OTHER PARTY. IF THE PARTIES ARE UNABLE TO RESOLVE THE CLAIM WITHIN THIRTY (30) DAYS AFTER RECEIPT OF NOTICE, THEN EITHER PARTY MAY INITIATE ARBITRATION.

17.            Successor and Assigns. Optrua may assign or subcontract, in whole or in part, Optrua’s performance hereunder. Otherwise, this Agreement may not be assigned absent the consent of the non-transferring party. Any such attempt by Customer to assign in violation of the foregoing restriction shall be null and void. Subject to any limitation upon assignment expressly contained herein, this Agreement will be binding upon and inure to the benefit of the successors, subcontractors, and permitted assigns of the parties.

18.            Notices. All notices or other non-operational communications required to be given hereunder shall be in writing and delivered either personally, or by email transmitted to Customer at the physical address or email address set forth in the Order or transmitted to Optrua at info@optrua.com or by U.S. mail, certified, return receipt requested, postage prepaid, and addressed as provided therein. Any notices delivered personally shall be effective upon delivery and notices delivered by mail shall be effective upon their receipt by the party to whom they are addressed. Communication may also be transmitted via email provided that the transmitting party retains a record of when and to whom the communication was electronically transmitted.

19.            Force Majeure. Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss or fluctuations, telecommunications failure, hacker attacks, internet slowdowns, pandemics, acts of God, or any other cause constituting force majeure, provided, however, that the foregoing does not excuse or delay Customer’s payment obligations hereunder. Furthermore, Customer acknowledges that, in connection with the Services provided under this Agreement, Optrua assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with the Services provided under this Agreement. Optrua further makes no warranty and assumes no liability regarding the availability, reliability, or suitability of any Internet services.

20.            Limitations of Actions. No actions, regardless of form or basis, arising out of transactions related to this Agreement, including the Services performed or to be performed may be brought by either party more than one (1) year after the cause of action has first accrued except that an action for nonpayment may be brought within two (2) years after the date of last payment owed by Customer under this Agreement.

21.            Waiver. Waiver of any breach of this Agreement committed by either party will not constitute a waiver of any other or future breach. Specifically, Optrua may elect to continue performance notwithstanding a breach committed by Customer but Optrua’s performance will not constitute a waiver of such breach nor otherwise limit the exercise of Optrua’s remedies.

22.            Solicitation. Customer shall not solicit the employment of nor employ any Optrua personnel during the term of this Agreement and for a period of two (2) years from the effective date of termination, cancellation, or expiration of this Agreement.

23.            Governing Law. This Agreement shall be deemed to have been executed in the State of Utah and will be governed by and construed in accordance with the laws of the State of Utah, without reference the rules governing conflicts of law. The parties hereby agree on behalf of themselves and any person claiming by or through them that the sole and exclusive jurisdiction and venue for any litigation arising from or relating to this Agreement shall be an appropriate federal or state court located in Utah County, Utah.

24.            Numbers and Headings. As used herein, the singular will include the plural, and the plural, the singular. All captions are intended solely for convenience and will in no way be deemed to limit or explain any of the provisions of this Agreement.

25.            Severability. If any provision of this Agreement is held invalid, such invalidity will not affect any other provisions which can be given effect without the invalid provision.

26.            Survival. Sections 2, 4, 7, 8, 10, 11, 13, 15, 16, 20, 22, 23, and 27 shall survive the expiration or termination of this Agreement for any reason, as well as any other provision which is intended by its context or nature to survive such expiration or termination.

27.            Injunction. Customer agrees that Optrua would be irreparably harmed by Customer’s breach of its obligations hereunder, and such harm could not be compensated by money damages alone. Therefore, notwithstanding Section 16, as to matters related to a breach of Section 8, a party will be entitled to obtain injunctive and other equitable relief for the threatened or actual breach by the other party to this Agreement, without the obligation to first post a bond or other security.

28.            Headings. The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation.

29.            Entire Agreement. These Terms and Conditions, in conjunction with any Order, contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be amended by Licensee except by a writing signed by both Optrua and Licensee. In the event of a conflict between or among the terms set forth in these Standard Terms, and any Order, or any other document made a part hereof, the documents shall control in the following order: these Standard Terms shall control unless a Order expressly provides otherwise by reference to these Standard Terms and the contradicting statement or section of these Terms and Conditions, and in such event the Order with the latest date shall control, and then these Standard Terms if the Order satisfies the foregoing condition, and then any other documents.