NEXTBOOM, INC. PURCHASING TERMS AND CONDITIONS

Nextmug is a product of Nextboom, Inc. These Nextboom, Inc. Purchasing Terms and Conditions (“Terms and Conditions”) govern the sales of all Products (as defined herein) by Nextboom, Inc. (“Nextboom”) to all customers (each, a “Buyer”). Buyer and Nextboom are sometimes referred to individually as “Party” and collectively as the “Parties” in these Terms and Conditions.

1. PRODUCTS
a. Blank Products. Buyer may place Orders with Nextboom for standard Nextboom products (“Blank Products”), subject to the provisions of these Terms and Conditions. Buyer must obtain Nextboom’s prior written approval to use the Blank Products in any manner other than for internal, promotional or fundraising use.
b. Buyer Products. In the event Buyer places Orders for customized Nextboom products, Buyer grants to Nextboom the non-exclusive, royalty-free right and license to use all trademarks, service marks, logos, or copyrights included in such Orders (“Buyer Marks”) to design, manufacture, and sell to Buyer any Nextboom products customized with the Buyer Marks (“Buyer Products”). Buyer may place Orders with Nextboom for Buyer Products, subject to the provisions of these Terms and Conditions. Nextboom reserves the right to reject in its sole discretion any design or order for any reason and without explanation to Buyer. Buyer must obtain Nextboom’s prior written approval to use the Buyer Products in any manner other than for internal, promotional or fundraising use.
c. 3rd Party Products. Buyer may from time to time request to purchase Nextboom Products that have been customized by co-branding them with one or more trademarks, service marks, slogans, logos, or copyrights owned or licensed by 3rd Parties (“3rd Party Marks”) (such products are referred to herein as “3rd Party Products”). Buyer may place Orders with Nextboom for 3rd Party Products only with the express approval of the owners of such 3rd Party Marks (the “3rd Party”) and subject to these Terms and Conditions.
Buyer Products and 3rd Party Products shall collectively be referred to as “Customized Products.” Blank Products and Customized Products shall collectively be referred to as the “Products.”

2. REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants that (a) it has the full right and authority to grant the rights and licenses it is granting herein, including without limitation the rights for Nextboom to manufacture and sell the Customized Products with Buyer Marks and 3rd Party Marks in accordance with the applicable orders; (b) these grants do not and will not violate, infringe, or contravene any third-party intellectual property rights or any agreement, bylaw, policy, law, regulation or order to which Buyer is a party or by which Buyer is bound; (c) Buyer will utilize the Products purchased under these Terms and Conditions only for internal, promotional, or fundraising use; (d) it will not otherwise sell such Products at wholesale or retail or otherwise transfer them; (e) it will comply with all laws and regulations applicable to it; and (f) it will not advertise or promote the Products in an illegal or deceptive manner.

3. RESALE OR TRANSFER OF 3rd PARTY PRODUCTS. Before agreeing to sell products containing 3rd Party Marks to Buyer, Nextboom may require Buyer to provide written letter, completed by the owner of such 3rd Party Marks, certifying the right to use such 3rd Party Marks in the proposed manner (a “Certification Letter”). Pursuant to the Certification Letter, the 3rd Party will license to Nextboom the right to use specified 3rd Party Mark(s) to design, manufacture, market, and sell to Buyer the applicable Products, which Buyer may then resell to the 3rd Party. The 3rd Party may also be required to acknowledge certain restrictions on use of the 3rd Party Products. Buyer shall only sell, resell, transfer, distribute, or otherwise give possession of 3rd Party products to the 3rd Party that ordered such 3rd Party Products.

4. QUOTES/ORDERS; NCNR
a. Quotes. Following a request from Buyer, Nextboom will provide to Buyer a price quote for the requested Products (“Quote”). The Quote will set forth the quantity and type of Products to be delivered by Nextboom, the cost of the Product, including any applicable fees and shipping costs, the approximate delivery date, and the delivery location. Upon acceptance of a Quote, Buyer agrees that it has confirmed the accuracy of the information in the Quote.
b. Orders. “Order” shall mean a written offer, submitted by Buyer or on Buyer’s behalf, to purchase those Products in the models, specifications, and quantities set forth in the Quote, and including payment for the proposed Order. All Orders are subject to acceptance or rejection by Nextboom, in its sole discretion. Acceptance will be deemed to occur only upon execution by Nextboom of specific written confirmation of sale to Buyer of the Order offered by Buyer. Nextboom will use commercially reasonable efforts to accept and fulfill all Orders received by Nextboom; provided, however, that Nextboom reserves the right to accept or reject any Order in its sole discretion.
c. Non-Cancelable, Non-Returnable. All Orders for Customized Products are non-cancelable, non-returnable (“NCNR”); once an Order for Customized Products is accepted by Nextboom, Buyer shall not be permitted to cancel that Order or return any such Customized Products.

5. DELIVERY
a. Shipment; Title & Risk of Loss. All Orders to be delivered within the United States will be shipped using a ground shipping carrier determined by Nextboom. Subject to these Terms and Conditions, unless otherwise agreed in writing by Buyer and Nextboom, all Orders will be shipped on Nextboom’s account with the applicable carrier and pursuant to the shipping terms agreed upon in the Order. Buyer is responsible for any shipping surcharges, and shall pay for all shipping surcharges. Title to the Products and risk of loss or damage transfer to Buyer upon delivery to the carrier at Nextboom’s loading dock.
b. Delivery Dates & Delays. Nextboom will ship Products as promptly as reasonably possible in accordance with the shipment date requested in the accepted Order, subject to the then applicable lead times. However, all delivery dates are approximate and subject to change. Nextboom will not be liable for any losses or damages as a result of any delay or failure to deliver for any reason.

6. EXPORT SALES. All sales will be invoiced and payable in US dollars. Unless otherwise agreed in a writing signed by both Nextboom and Buyer, Nextboom will not be the exporter of record nor importer of record for any shipments outside the United States and will not be responsible for any compliance or customs broker fees, shipping and freight expenses, customs duties, import fees, or other goods and services taxes or value added taxes (collectively, “Export Costs”) associated with shipments outside the United States. Unless otherwise agreed in a writing signed by both Nextboom and Buyer, in case of any such export sales, Buyer shall be (i) solely responsible for all Export Costs; (ii) the importer of record in the destination country; (iii) solely responsible, at its sole expense, for satisfying all formalities that may be required to import the Product; and (iv) solely responsible for complying with applicable import laws and regulations.

7. PRICES; PAYMENT TERMS; TAXES. The prices for Products will be Nextboom’s applicable list prices for Products as stated in the accepted Order. Any applicable fees, such as design, set-up or customization fees, shall be reflected in the Order and payable by the Buyer. Such prices may be modified by Nextboom from time to time. Orders may be made on other terms after Buyer returns a completed credit application to Nextboom and obtains written approval from Nextboom, in its discretion. If credit is extended, the terms of payment hereunder are net cash thirty (30) calendar days from the date of the invoice without deduction or setoff of any kind other than qualifying freight discounts, if applicable. Nextboom reserves the right to decline credit card payments for any or all invoices. Nextboom may issue its invoice to Buyer and require payment from the Buyer prior to the Products being shipped by Nextboom. Nextboom may, in its discretion, not ship Product to and may cancel any Orders placed by any Buyer if any invoice is unpaid by Buyer. For any past due invoices, Buyer will be charged a delinquency and service fee of 1.5% per month or the highest rate permitted under applicable law, whichever is less, on amounts due to Nextboom while payment remains in arrears. Any Buyer payment rejected by the financial institution from which it is drawn for any reason, including, but not limited to, insufficient funds or closing of account, are subject to a $50.00 processing fee due to Nextboom plus any other fees due to third-party services in accordance with the payment terms described in these Terms and Conditions. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transactions between Nextboom and Buyer will be paid by Buyer in addition to the prices quoted or invoiced. In the event Nextboom is required to pay any such taxes or other charges, Buyer will reimburse Nextboom therefor on demand. Buyer shall pay or reimburse Nextboom for any and all costs and expenses incurred by Nextboom in the collection of any amounts due hereunder including, without limitation, the costs of any court proceedings and arbitration and attorneys’ fees and expenses.

8. INDEMNIFICATION
a. By Nextboom. Nextboom shall defend, indemnify, and hold harmless Buyer from and against any and all allegations, demands, claims, losses, damages, liabilities, obligations, costs and expenses, including without limitation reasonable attorneys’ fees and legal expenses (collectively, “Claims”), incurred by Buyer to the proportionate extent they arise out of or are caused by (a) the willful misconduct of Nextboom or its employees or agents; (b) Nextboom’s failure to comply with any applicable law or regulation; or (c) any infringement of any valid U.S. patent, trademark, copyright or other intellectual property right by the Customized Products, except to the extent such infringement arises from or relates to Buyers Marks, Buyer Advertisements (as defined below), 3rd Party Marks, or any specifications provided by Buyer.
b. By Buyer. Buyer shall defend, indemnify, and hold harmless Nextboom, its parent, subsidiaries, affiliates, officers, directors, and employees from and against any and all Claims incurred by any of the Nextboom Indemnitees to the proportionate extent they arise out of or are caused by (a) the negligence or willful misconduct of Buyer or its employees or agents; (b) Buyer’s failure to comply with any applicable law, rule, regulation or ordinance or failure to obtain or maintain any permit or license Buyer is required to hold thereunder; (c) a breach by Buyer of these Terms and Conditions or any other contract between Buyer and Nextboom; (d) any infringement of any U.S. patent, trademark, copyright or other intellectual property right by the Customized Products to the extent such infringement arises from or relates to specifications provided by Buyer, including the Buyer Marks or 3rd Party Marks; (e) any unauthorized modification or alteration of the Products by Buyer; or (f) any advertisements by Buyer for the Products (“Buyer Advertisements”) that are false, misleading, or deceptive.
c. Procedures. In the event of any third-party Claim for which one party may be obligated to indemnify the other hereunder, the indemnifying party shall have the right, upon written notice to the indemnified party, to assume responsibility for the defense of such third-party Claim; provided, that the indemnified party shall have the right to participate in any such proceeding with counsel of its choice and at its expense. The indemnifying party shall not enter into a settlement of any such Claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld (it being understood that consent shall not be withheld if such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified by the indemnifying party). In the event the indemnifying party does not, within 15 days after it receives written notice of such Claim from the indemnified party, agree in writing to accept the defense of, and assume all responsibility for such Claim, then the indemnified party shall have the right to defend against, negotiate, settle or otherwise deal with the Claim in such manner as the indemnified party deems appropriate, in its sole discretion, and the indemnified party shall be entitled to indemnification therefor.

9. WARRANTIES; DISCLAIMER. Nextboom’s Product Warranty is available at https://nextmug.com/pages/nextmug-warranty (the “Product Warranty”). If Buyer submits a valid warranty claim for Products purchased under these Terms and Conditions in accordance with Nextboom’s Product Warranty, Nextboom agrees to repair or replace the Products that Nextboom determines, in its sole discretion, to be defective under normal use. THE WARRANTIES SET FORTH HEREIN OR IN THE PRODUCT WARRANTY ARE THE ONLY WARRANTIES MADE BY NEXTBOOM IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF A SALE. NEXTBOOM MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND NEXTBOOM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY NEXTBOOM IN WRITING. NEXTBOOM’S SOLE OBLIGATION FOR A REMEDY TO BUYER, AND BUYER’S EXCLUSIVE REMEDY SHALL BE REPAIR OR REPLACEMENT OF THE NON-CONFORMING PRODUCTS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES. Buyer shall refer and extend to each end-user of any Product the Product Warranty, and shall not extend or make any other warranty or representation with respect to Products. Buyer shall be responsible for any and all representations, warranties and statements made by Buyer or its employees or agents, and Buyer shall defend, indemnify, and hold harmless Nextboom, its parent, subsidiaries, affiliates, officers, directors, and employees from and against any and all Claims arising from or relating in any way to any such representation, warranty, or statement not specifically authorized by Nextboom in writing.

10. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL NEXTBOOM OR ITS MEMBERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SUBSIDIARIES, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING NEXTBOOM'S PRODUCTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NEXTBOOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS OR SERVICES PURCHASED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT FOR LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR LOST PROFITS, OR FOR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING OR ARISING FROM THIS AGREEMENT, ANY PRODUCT, ANY MATTER RELATING TO THIS AGREEMENT, OR ANY ORDER, EVEN IF SUCH PARTY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

11. DAMAGED ITEMS AND RETURNS. Any claim for damaged Products with respect to a shipment must be made within 72 hours of Buyer’s receipt of the shipment by providing written notice thereof to Nextboom. Claims for damage or loss occurring during shipment must be made to the carrier, and not to Nextboom. Products may not be returned without prior written authorization from Nextboom and only after Buyer has obtained a Return Merchandise Authorization (“RMA”) number. Shipping charges for any returned Products shall be pre-paid and borne by Buyer. Buyer bears the risk of loss or damage during shipment of the returned Products until the Products are received at Nextboom’s designated loading dock. If an RMA number is generated and the Product is not received by Nextboom within a reasonable timeframe, Nextboom may close out the RMA number without notice to Buyer. If an RMA number is closed by Nextboom, Buyer may request a new RMA number.

12. INTELLECTUAL PROPERTY
a. Intellectual Property. All trademarks, service marks, trade dress, trade names, slogans, and logos of Nextboom or that identify Products, including without limitation NEXTMUG and NEXTBOOM (collectively, the “Trademarks”), and all patents, copyrights, trade secrets, and moral rights of Nextboom, are and shall remain the sole and exclusive property of Nextboom. Nothing in these Terms and Conditions shall be construed as granting to Buyer any license or other right under any patent, patent application, copyright, trade secret, or any other intellectual property right owned by Nextboom or any of its affiliates. Buyer shall not use any of the Trademarks as part of Buyer’s trade or business name, or in any other way that Nextboom considers misleading or objectionable.
b. Marketing Materials. Only marketing materials which include, but are not limited to, copy, print, brand statements, Advertisements, licensed materials, web product images, and Trademarks (collectively, “Marketing Materials”), which have been provided by Nextboom to Buyer or that are approved in writing by Nextboom, may be used for displaying, advertising, or marketing the Products by the Buyer. The term “Advertisements” shall mean all materials that promote or advertise the Products, including, without limitation, print or digital ads, news releases, brochures, pamphlets, videos, web pages, signs, tags, labels, packaging, contracts, letterhead, invoices, and manuals. Buyer is not allowed to copy content directly from the Nextboom website, including, without limitation, Product descriptions, articles, or testimonials.

13. MISCELLANEOUS PROVISIONS.
a. Compliance. Nextboom and Buyer represent and warrant that each are respectively not: (a) a Specially Designated National ( “SDN”), blocked person, and/or restricted party (collectively, “Denied Parties”) as determined by the U.S. Department of Treasury’s Office of Foreign Assets Control ( “OFAC”) or U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) or equivalent regulatory agencies around the world; (b) owned or controlled by, or acting for or on behalf of, directly or indirectly, any Denied Parties; (c) directly or indirectly owned or controlled by the government of any country (or its agencies or instrumentalities) that is itself subject to an embargo or sanctions administered by OFAC or BIS (“Embargoed Country”); or (d) acting on behalf of a government (or its agencies or instrumentalities) of any Embargoed Country. Buyer also undertakes and agrees not to engage in any business, deal with, or in any way be associated with SDNs, blocked persons, denied parties and/or Embargoed Countries (including Cuba, North Korea, Iran, Syria, Venezuela, and the Crimean region) for or on behalf of Nextboom.
b. Applicable Laws. In the event Buyer is purchasing Products for promotional use, Buyer shall comply with any and all applicable federal, state and local laws, rules or regulations, including but not limited to those that pertain to any such contests, sweepstakes or other promotions, and its obligations to clearly and conspicuously disclose all material terms, restrictions, or conditions of any contest, sweepstake or other promotion that references the Products or Nextboom. Buyer agrees these Terms and Conditions are not intended and shall not be construed as either an express or implied endorsement or sponsorship of the promotion by Nextboom and that the promotion is in no way sponsored, endorsed or administered by, or associated with Nextboom, regardless of any permissions or approvals agreed to by Nextboom in accordance with these Terms and Conditions.
c. Product Recall. In the event (i) any government authority issues a request, directive or order that Products be recalled; (ii) a court of competent jurisdiction orders such a recall; or (iii) Nextboom reasonably determines that Products should be recalled, Nextboom shall consult with Buyer and the Parties shall take all appropriate corrective actions and shall fully cooperate in the recall. Buyer shall take all reasonable steps (including, without limitation, those measures prescribed by Nextboom) to ensure that all recipients of the Products are advised of every applicable recall campaign of which the Buyer is notified by Nextboom. Should Buyer fail to perform any of the actions required under this section, Nextboom shall have the right to obtain the names and addresses of the Buyer’s recipients of the Products and shall be entitled to get into direct contact with such recipients. Any costs associated with any such recall shall be allocated and agreed upon by Nextboom and Buyer.
d. Entire Agreement And Amendments. All Orders and purchases of Products shall be subject to these Terms and Conditions. The terms contained herein will be the entire agreement between Nextboom and Buyer on the subject matter hereof; there are no conditions to that are not so contained or incorporated. No additional or different terms or conditions set forth in any request for proposal, Order, acknowledgement, manual, Buyer owned or operated portal or website, or other communication previously or hereafter provided or made available by Buyer to Nextboom will be of any force or effect, even if, in the case of the portal or website, use thereof requires an affirmative “acceptance” of such terms before access is permitted. No change or modification to these Terms and Conditions shall be effective unless it is in writing and signed (electronically or manually) by both parties.
e. Governing Law & Jurisdiction. These Terms and Conditions shall be enforced and construed in accordance with the laws of the State of Colorado, without regard to any conflicts of law principles in the State of Colorado that would require application of any other law. Venue and jurisdiction for any action based upon any dispute between Nextboom and Buyer or violation or enforcement of any term herein shall be exclusively in Boulder County, Colorado. NEXTBOOM AND BUYER AGREE THAT THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY.
f. Assignment. These Terms and Conditions may not be assigned by Buyer, in whole or in part, without the prior written consent of Nextboom. Any attempted assignment without such consent shall be null and void and without legal effect. These Terms and Conditions, or any of Nextboom’s rights hereunder, may be assigned by Nextboom without notice to any Buyer.
g. Injunctive Relief. Buyer’s obligations under these Terms and Conditions and any other contract between Buyer and Nextboom are of a unique character that gives them particular value. Buyer’s breach of Section 3 (Resale or Transfer of 3rd Party Products) or Section 12 (Intellectual Property) shall result in irreparable and continuing damage to Nextboom for which there is no adequate remedy at law; and, in the event of such breach, Nextboom shall be entitled to injunctive relief and/or a decree for specific performance without posting of a bond, proof of damages, or other similar requirements, and such other and further relief as may be proper (including monetary damages if appropriate).
h. Discontinue Service. Nextboom reserves the right to discontinue servicing any Buyer that does not abide by these Terms and Conditions. In the event Nextboom does not insist on strict performance of any terms of these Terms and Conditions, such shall not be deemed a waiver of the rights or remedies that Nextboom shall have to insist upon strict performance of any of term in the future.
i. Notices. Except as specifically provided otherwise herein, any notice required or permitted under these Terms and Conditions shall be in writing and will be effective as noted when sent by any of the following methods: (i) upon delivery if by personal delivery; (ii) the next business day if sent by reputable overnight courier (e.g., UPS) or first-class, priority, air or express mail, with postage prepaid and confirmation of receipt requested; or (iii) upon sender’s receipt of an acknowledgement if by e-mail, such acknowledgement being a response to the email. If such acknowledgement to the email is not received within one (1) day, the notice shall be delivered by another method under subparts (i) or (ii). All notices sent to Buyer shall be sent to the address included in the Order. All notices sent to Nextboom shall be sent to the address set out below.
To Nextboom: 6525 Gunpark Dr, Ste 370 – Box 123 Boulder, CO 80301
j. Severability. In the event a court of competent jurisdiction determines any one or more of the provisions contained in these Terms and Conditions or any other contract between Nextboom and Buyer to be invalid, illegal or unenforceable, these Terms and Conditions and any other such contract shall be construed so that the remaining provisions shall not in any way be affected thereby but shall remain in full force and effect, and any such invalid, illegal or unenforceable provision(s) shall be deemed, without further action by any person or entity, to be modified and/or limited to the minimum extent necessary to render the same valid and enforceable in such jurisdiction.
k. Independent Parties. Buyer is an independent contractor, not an agent, partner or employee of Nextboom, and these Terms and Conditions shall not be deemed to create a partnership, joint venture or principal-agent relationship between the parties. Buyer is not authorized to assume or create any obligation or responsibility, including but not limited to obligations based on warranties or guarantees or other contractual obligations, on behalf or in the name of Nextboom. Buyer shall not misrepresent its status or authority and shall be solely responsible for all of its own expenses, employees, agents, actions and omissions.

BY ACCEPTING THE QUOTE PROVIDED BY NEXTBOOM, BUYER ACKNOWLEDGES RECEIPT AND ACCEPTS THESE TERMS AND CONDITIONS. NEXTBOOM’S OFFER TO SELL PRODUCTS TO BUYER IS EXPRESSLY CONDITIONED UPON BUYER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS.