Bulk Terms & Service

Astraèa & Co's Bulk Policy is governed by it's holding company's (Ad Astra Group LLC) terms and service.

Acceptance.

SELLER’S ACCEPTANCE OF BUYER’S PURCHASE IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS OF SALE, WHICH ARE IN LIEU OF ANY ADDITIONAL OR DIFFERENT TERMS CONTAINED IN BUYER’S PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION PERTAINING TO BUYER’S ORDER (“Products”).

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Definitions

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” shall mean, collectively, these Terms, the applicable Service Agreement and/or Purchase Order and the MNDA.“Background Intellectual Property” means, with respect to a Party, the Intellectual Property of such Party that is (a) reasonably useful or necessary for the performance of the Services or the development, manufacture, importation, use, marketing, distribution, and sale of Buyer’s Products, and (b) Controlled by such Party on the Effective Date, or that comes within such Party’s Control during the Term (other than a Party’s rights in any Inventions).“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in the United States are authorized or required by Law to be closed for business.

“Control” (and with correlative meanings, the terms “Controlled by” and “under common Control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise. With respect to any Intellectual Property, “Control” or “Controlled” means the possession (whether by ownership or license), or the ability of a Party to assign, transfer, grant access to, or grant a license or sublicense of, such item or right as provided for herein.

“Defective” means not conforming to the Specifications (as defined below).“Defective Products” means Products shipped by Ad Astra to Buyer pursuant to the Agreement that are Defective.

“Delivery Location” means the street address provided by Buyer as specified in the applicable Purchase Order.  “Effective Date” shall mean the earlier of the date that Buyer (i) enters into a Service Agreement or (ii) executes its first Purchase Order for any Product.

“Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.“Intellectual Property Rights” shall mean (a) all compounds, formulations, materials, methods, techniques, trade secrets, copyrights, know-how, data, documentation, regulatory submissions, specifications, and other intellectual property of any kind (whether or not protectable under patent, trademark, copyright, or similar laws) and (b) for clarity, all patents and patent applications claiming the foregoing, as applicable, and all divisions, continuations, and continuations-in-part of such patent applications, all patents issuing thereon and all reissues, re-examinations, and extensions of the foregoing patents.“

Inventions” shall mean all Intellectual Property and discoveries, inventions, developments, modifications, innovations, updates, enhancements, improvements, writings, or rights (whether or not protectable under patent, trademark, copyright, or similar laws) and any other related information or material that are conceived, discovered, invented, utilized, developed, created, made, or reduced to practice solely by a Party or jointly by the Parties, in the course of performing their obligations under the Service Agreement.

“Know-How” means all information and data held or developed by a Party that is not otherwise publicly known including, but not limited to, formulae, procedures, protocols, techniques, results of experimentation and testing, and further technical knowledge.“

Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.

“Nonconforming Products” means any Products received by Buyer from Ad Astra pursuant to a Purchase Order that do not conform to the type or quantity of Products listed in the applicable Purchase Order. Nonconforming Products are deemed to be Products for purposes of the Agreement.

“Party” means Ad Astra or Buyer, and collectively, the “Parties”.

Patents” means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions, and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor’s certificates, petty patents, and patent utility models).

“Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.

“Personnel” means agents, employees, or subcontractors engaged or appointed by Ad Astra or Buyer.

“Products” means any Product, or Sample thereof, distributed by Ad Astra to Buyer hereunder.

“Services” means any research, development or customization performed by Ad Astra for Buyer pursuant to a Service Agreement.

“Purchase Order” means any purchase order, executed by Buyer and issued to Ad Astra for Products hereunder, including all terms and conditions attached to, or incorporated into, such Purchase Order.

“Representatives” means a Party’s Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.

“Sample” means any sample of a Product.

“Service Agreement” means, as applicable, the Service Agreement entered into by the Parties for Services.

“Specifications” means the specifications for the Products as set forth in the Service Agreement and/or Purchase Order.

“Term” has the meaning ascribed to in “Term” Section below.

Services.  Upon request from Buyer and agreement by Ad Astra, Ad Astra may provide the Services to Buyer, in accordance with the Specifications set forth in the Service Agreement between the Parties, as applicable. Fees and payment terms for the Services shall be set forth on the applicable Service Agreement.  By entering into the Service Agreement, Buyer agrees to pay for all Services in accordance with these Terms and the Service Agreement.   

Samples.  Upon written request by Buyer, Ad Astra may provide Samples prior to purchase of Products by Buyer.  Any Samples provided by Ad Astra hereunder of any Product shall be considered “Products” and subject to these Terms.  Subsequent purchase by Buyer of Products shall constitute Buyer’s acceptance of the Sample and shall preclude Buyer from rejection of the Products as Defective or Nonconforming so long as the Product substantially conforms to the Sample provided. 

Purchase Commitment. Upon submission of Buyer’s first Purchase Order for any Products, Buyer agrees to honor registered purchase commitment, during which Buyer must purchase the total volume of Products set forth in the Volume Forecast at the Commitment Price (“Purchase Commitment”).  During the Term, Buyer shall exclusively purchase the Product from Astraea & CO pursuant to the Agreement so long as Astraea & CO delivers the Product at or below the Commitment Price set forth on the applicable Purchase Order based on Buyer’s Volume Forecast.  Failure by Buyer to fulfill its Purchase Commitment shall constitute a material breach of the Agreement.

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Buyer’s Failure to Meet Commitment.  If Buyer fails to purchase at least the amount of Products set forth in the Volume Forecast in any consecutive 3-month period during the Term, Astraea & CO may (i) increase the Commitment Price in future Purchase Orders to reflect Buyer’s forecasted annualized purchases, and/or (ii) at the end of any consecutive 3-month period, submit an invoice to Buyer reflecting the difference between the Purchase Commitment at the Commitment Price and Buyer’s actual purchases of Product (“True-Up Invoice”).  Buyer shall pay any True-Up Invoice within five (5) Business Days after receipt of same.   

Buyer’s Failure to Meet Commitment.  If Buyer fails to purchase at least the amount of Products set forth in the Volume Forecast in any consecutive 3-month period during the Term, Ad Astra may (i) increase the Commitment Price in future Purchase Orders to reflect Buyer’s forecasted annualized purchases, and/or (ii) at the end of any consecutive 3-month period, submit an invoice to Buyer reflecting the difference between the Purchase Commitment at the Commitment Price and Buyer’s actual purchases of Product (“True-Up Invoice”).  Buyer shall pay any True-Up Invoice within five (5) Business Days after receipt of same.   

Market Variation.  Buyer and Ad Astra recognize that, due to market volatility, Ad Astra may not be able to deliver the Product at the Commitment Price for a period of time (“Exclusivity Release Period”).  If Ad Astra fails to meet the Commitment Price, Buyer as its sole remedy shall be released from its obligation to purchase Product exclusively from Ad Astra during the Exclusivity Release Period, but the Exclusivity Release Period shall end upon written notification of Ad Astra’s ability to meet the Commitment Price pursuant to its obligations herein, and the exclusivity provisions herein shall resume, and Buyer shall be bound thereto, for the duration of the Term.

Ad Astra’s Right to Accept or Reject Purchase Order. Ad Astra has the right, in its sole discretion, to accept or reject any Purchase Order, even if such Purchase Order is submitted to Ad Astra following Buyer’s acceptance of a Product. Ad Astra may accept any Purchase Order by confirming the Purchase Order (whether by written confirmation, invoice or otherwise) or by delivering such Products, whichever occurs first. No Purchase Order is binding on Ad Astra unless accepted by Ad Astra.

Product Pricing and Payment. The price of the Products shall be reflected in an applicable Purchase Order (“Commitment Price”).  Buyer shall pay the Commitment Price in full for the Products set forth on each Purchase Order prior to Ad Astra shipping the Products, unless other payment terms have been agreed to in writing and specified in the applicable Purchase Order.

Fees for Services.  Fees for the Services (the “Fees”) shall be set forth in the Service Agreement.  Unless otherwise provided in the Service Agreement, all Fees will be payable within five (5) Business Days of receipt by Buyer of an invoice from Ad Astra. Except as specifically provided in the Service Agreement, each Party shall pay its own costs for work performed under such Service Agreement.

Charges and Taxes. Buyer shall pay for, and shall hold Ad Astra harmless from, all shipping charges and insurance costs.  In addition, all prices and fees are exclusive of, and Buyer is solely responsible for, and shall pay, and shall hold Ad Astra harmless from, all taxes whatsoever, whether sales, use, excise or other; or fees, duties or other governmental impositions, with respect to, or measured by, the manufacture, sale, shipment, use or price of the Products (including interest and penalties thereon).

Method of Payment. Buyer shall make all payments hereunder by our online portal payment services, Paypal, and for "Bulk" only wire transfer with "initial deposits" via our online portal, all in US dollars. 

Invoice Disputes. Buyer shall notify Ad Astra in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within twenty-four (24) hours from the Buyer’s receipt of such invoice. Buyer will be deemed to have accepted all invoices for which Ad Astra does not receive timely notification of disputes, and shall pay all undisputed amounts due under such invoices within the period set forth above in “Charges and Taxes”.. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Buyer shall continue performing its obligations under the Agreement during any such dispute, including, without limitation, Buyer’s obligation to pay all due and undisputed invoice amounts.

Late Payments. Except for invoiced Fees that Buyer has successfully disputed, Buyer shall pay interest on all late payments at the rate of 1.5% per month or the highest rate permissible under Colorado law, calculated daily and compounded monthly. Buyer shall reimburse Ad Astra for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. or the highest rate permissible under applicable Law, calculated daily and compounded monthly. In addition to all other remedies available under the Agreement or at Law (which Ad Astra does not waive by the exercise of any rights under the Agreement), if Buyer fails to pay any undisputed amounts when due under the Agreement, Ad Astra may (a) suspend the Services and delivery of any Products, (b) reject Buyer’s Purchase Orders pursuant to the, Agreement (c) cancel accepted Purchase Orders, or (d) terminate the Agreement. No actions taken by Ad Astra (nor any failure of Ad Astra to act under this Section) constitute a waiver by Ad Astra of any of its rights to enforce Buyer’s obligations under the Agreement including, but not limited to, the obligation of Buyer to make payments as required under the Agreement.

Security Interest. Buyer hereby grants Ad Astra a security interest in all Products purchased hereunder (including Products and Nonconforming Products) to secure Buyer’s payment obligations under the Agreement. Ad Astra may file a financing statement for such security interest and Buyer shall execute any such statements or other documentation necessary to perfect Ad Astra’s security interest in such Products.

No Set-off Right. Buyer shall not, and acknowledges that it will have no right, under the Agreement, any Purchase Order, any other agreement, document or Law, to withhold, offset, recoup or debit any amounts owed (or to become due and owing ) to Ad Astra or any of its Affiliates, whether under the Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Ad Astra or its Affiliates, whether relating to Ad Astra’s or its Affiliates’ breach or non-performance of the Agreement, any Purchase Order, any other agreement between (a) Buyer or any of its Affiliates and (b) Ad Astra or any of its Affiliates, or otherwise.

Background Intellectual Property. Buyer acknowledges that Ad Astra possesses Background Intellectual Property and other Know-How that has been developed by Ad Astra independently and outside the scope of the Agreement, and that relate to Ad Astra’s business or operations and/or any proprietary product or material of Ad Astra. Buyer agrees that Ad Astra shall retain exclusive ownership of all rights, title, and interest in and to any Background Intellectual Property or Know-How that may be disclosed by Ad Astra to Buyer in the course of providing the Services. 

Inventions. Buyer agrees that Ad Astra will own all rights, title, and interest in all Inventions created in the course of providing the Services. Buyer further agrees that it shall execute such documents, render such assistance, and take such other action as Ad Astra may reasonably request to apply for, register, perfect, confirm, and protect Ad Astra’s rights to its Intellectual Property developed pursuant to any applicable Service Agreement. Any disputes as to the ownership of Intellectual Property shall be resolved pursuant to “Dispute Resolution” section below. 

Transfers. Buyer may transfer the limited rights granted in “Background Intellectual Property” and “Inventions” Sections in connection with the sale of all or substantially all of its assets. Similarly, Ad Astra may transfer the limited rights granted in “Background Intellectual Property” and “Invention” Sections in connection with the sale of all or substantially all of its assets. 

Compliance with Laws and Regulations. Buyer is in compliance with and shall comply with all applicable Law. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Agreement.

Term. The term commences on the Effective Date and continues for the period of time identified as the Term in the applicable Service Agreement or Purchase Order, unless and until earlier terminated as provided under the Agreement (the "Term"). 

Ad Astra’s Right to Terminate. Ad Astra may terminate the Agreement: (a)if Buyer fails to pay any amount when due in accordance with “Product Pricing and Payment” or “Fees for Services” Sections  above and such failure continues for ten (10) days after Ad Astra’s written notice to Buyer of nonpayment; (b) upon notice from any Governmental Authority that Buyer is failing to comply with any requirement of the Law; or,(c)if Buyer (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Buyer’s Right to Terminate. Buyer may terminate the Agreement: (a) if Ad Astra fails to deliver the Products to its chosen carrier within a reasonable time after the date of Ad Astra’s acceptance of a Purchase Order and such failure continues for ten (10) days after Buyer's receipt of written notice of non-delivery to Ad Astra; (b) upon notice from any Governmental Authority that Ad Astra is failing to comply with any requirement of the Law; or (c) if Ad Astra(i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Effect of Termination. Expiration or termination of the Term will not affect any rights or obligations of Ad Astra or the Buyer that: (a) come into effect upon or after expiration or termination of the Service Agreement or Purchase Order, as applicable; or (b) otherwise survive the expiration or earlier termination of the Service Agreement or Purchase Order, as applicable, pursuant to the Agreement, and were incurred by the Parties prior to such expiration or earlier termination. (c) At Ad Astra’s option and in its sole discretion, Ad Astra may fulfill or cancel any deliveries of Products to Buyer that are scheduled to be made subsequent to the effective date of termination or expiration of the Term, whether or not any such Purchase Orders had been accepted by Ad Astra.

Confidentiality As used herein “Confidential Information” shall mean all and any information, whether of a commercial, technical or administrative nature, relating to the Parties and/or their respective Products and Contacts, this Agreement and any information disclosed to and/or obtained by any Party from the other Party in connection with this Agreement, whether orally, in writing, or in other recorded form, whether such information is expressly stated to be confidential or marked as such. All Confidential Information and copies and derivations thereof that are solely owned by Disclosing Party shall not be used by Recipient for any purpose other than performing its obligations and/or exercising its rights under this Agreement. Neither Party shall disclose to any third party any Confidential Information of the other Party without the prior written consent of such other Party

Representations and Warranties. Each Party represents and warrants to the other that: (a)  it is a legal entity duly organized, validly existing, and in good standing; (b)  it is duly qualified to do business and perform its obligations under the Agreement; (c) it is operating in compliance with all applicable Law; (d) it has the full right, power and authority to enter into the Agreement, to grant the rights and licenses granted under the Agreement and to perform its obligations under the Agreement; (e)  the execution of the Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; (f) when executed and delivered by each of Ad Astra and Buyer, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against such Party in accordance with its terms.

Warranties. ALL PRODUCTS AND SERVICES HEREUNDER ARE OFFERED “AS IS” AND BUYER PURCHASES THE PRODUCTS AND SERVICES AT ITS SOLE RISK.  AD ASTRA MAKES NO WARRANTY OF ANY KIND, WHATSOEVER, WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY Ad Astra, OR ANY OTHER PERSON ON AD ASTRA’S BEHALF. 

Withdrawal of Products. If Ad Astra determines that any Products sold to Buyer may be Defective, at Ad Astra’s request, Buyer shall withdraw all similar Products from sale and, at Ad Astra’s option, either return such Products to Ad Astra, or destroy the Products and provide Ad Astra with written certification of such destruction. If Buyer returns all withdrawn Products or destroys all withdrawn Products and provides Ad Astra with written certification of such destruction within five (5) days following Ad Astra’s withdrawal request, in either case consistent with Ad Astra’s instructions, Ad Astra shall (a) replace all such returned Products or (b) replace such destroyed Products.  Buyer’s remedy hereunder is not available if any such defect has been caused or contributed to by any of the following factors: (i)  been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Ad Astra; (ii)  been reconstructed, repaired, or altered by Persons other than Ad Astra or its authorized Representative; or (iii)  been used with any third-party product. THIS SECTION  SETS FORTH BUYER’S SOLE REMEDY AND AD ASTRA’S ENTIRE LIABILITY FOR ANY PRODUCTS THAT ARE WITHDRAWN PURSUANT TO THIS SECTION.

Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Ad Astra and its Representatives (collectively, "Ad Astra Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and the costs of enforcing any right to indemnification under the Agreement and the cost of pursuing any insurance providers (collectively “Losses”, incurred by an Ad Astra Indemnified Party, relating to or arising from any claim of a third party arising out of or occurring in connection with (a) Buyer's or its contractors’, or Representatives’ negligence, willful misconduct or breach of the Agreement, or (b) a third party allegation or claim that Buyer’s Background Intellectual Property or Know-How, infringes on any third party intellectual property right. Buyer shall not enter into any settlement of a claim an Ad Astra Indemnified Party without an Ad Astra Indemnified Party's prior written consent.

Indemnification by Ad Astra. Ad Astra shall indemnify, defend and hold harmless Buyer and its Representatives (collectively, "Buyer Indemnified Party") against any and all Losses the Agreement incurred by a Buyer Indemnified Party, relating to or resulting from any claim of a third party to the extent that conclusive evidence shows that such Losses are solely and directly caused by Ad Astra’s gross negligence or willful misconduct in providing the Services.

LIMITATION OF LIABILITY. IN NO EVENT SHALL AD ASTRA BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, LOSS OF BUSINESS, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS HOWEVER CAUSED, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH THE SERVICES, THE PRODUCTS, OR ANY BREACH OF THE AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT AD ASTRA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT SHALL AD ASTRA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (INCLUDING ATTORNEYS FEES), FOR THE ENTIRE TERM (REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY PAID BY BUYER FOR THE SERVICES AND/OR PRODUCTS SOLD HEREUNDER FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM AROSE. AS A FURTHER LIMITATION, “Withdrawal of Products” SECTION SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF AD ASTRA AND THE SOLE AND EXCLUSIVE REMEDY FOR BUYER FOR ANY LOSSES COVERED BY “Withdrawal of Products” SECTION.

Insurance. Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability in a sum reasonably appropriate for Buyer’s industry and size with financially sound and reputable insurers. Upon Ad Astra's request, Buyer shall provide Ad Astra with a certificate of insurance from Buyer's insurer evidencing the insurance coverage. Buyer shall provide Ad Astra with thirty (30) days' advance written notice in the event of a cancellation or material change in Buyer's insurance policy.

No Exclusivity. Nothing expressed or implied in the Agreement shall be deemed to restrict Ad Astra’s right or ability, whether during the Term of the Agreement or at any time thereafter, to: (i) directly or indirectly sell, license, use, promote, market, exploit, develop or otherwise deal anywhere in any product or service of any kind, including without limitation, the Products and Services, or (ii) enter into any business arrangement of whatever nature or description, including arrangements similar to those contemplated in the Agreement, with any other entity in any location. 

Further Assurances. Upon Ad Astra’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to the Agreement.

Entire Agreement.  These Terms and Conditions governs the relationship of the Parties with respect subject matter hereof and constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between these Terms and the terms of the Service Agreement, or a Purchase Order, the terms of these Terms shall prevail. Buyer acknowledges that except for the express representations and warranties contained herein, neither Ad Astra nor any other Person has made or makes any express or implied representation or warranty, either written or oral, on behalf of Ad Astra, including any representation or warranty arising from statute or otherwise in law.

Survival. Subject to the limitations and other provisions of these Terms: (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of the Agreement; and (b) “Late Payments” and  “Confidentiality”, “Indemnification by Buyer”  and “Warranties” and any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of the Agreement.

Notices. All notices, requests, consents, claims, demands, waivers and other communications under the Agreement must be in writing and addressed to the other Party at its address set forth in the applicable Service Agreement or Purchase Order (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

Interpretation. For purposes of the Agreement, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to the Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in the Agreement: (x)) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (y) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted the Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Service Agreement and Purchase Orders referred to herein are an integral part of the Agreement to the same extent as if they were set forth verbatim in these Terms.

Headings. The headings in the Agreement are for reference only and do not affect the interpretation of the Agreement.

Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify the Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Amendment and Modification. No amendment to or modification of or rescission, termination or discharge of the Agreement is effective unless it is in writing and signed by each Party.  Ad Astra reserves the right to modify these Terms at any time, and any revised terms will take effect to govern any Service Agreements or Purchase Orders entered into by the Parties after the date of such modification, as set forth in “Date of Terms”.

Waiver. No waiver by any party of any of the provisions of the Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Cumulative Remedies.  Unless otherwise explicitly set forth herein, all rights and remedies provided in the Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. 

Assignment. Buyer may not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Ad Astra. Ad Astra may assign any of its rights or delegate any of its obligations to any Person or to any Person acquiring all or substantially all of Ad Astra’s assets. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under the Agreement.

Successors and Assigns. The Agreement is binding on and inures to the benefit of the Parties to the Agreement and their respective permitted successors and permitted assigns.

No Third-Party Beneficiaries. The Agreement benefits solely the Parties to the Agreement and their respective permitted successors and assigns and nothing in the Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement. 

Choice of Law and Venue. The Agreement, and all matters arising out of or relating to the Agreement or to the relationship of the Parties hereunder, are governed by, and construed in accordance with, the Laws of the State of Colorado, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Colorado. Any Dispute arising out of or related to this Agreement or the matters contemplated hereunder which are not subject to the arbitration provisions of “Arbitration” Section of these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in Denver, Colorado, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.

Dispute Resolution. The Parties shall attempt within forty-five (45) days after a dispute, controversy or claim between the Parties arising hereunder (“Dispute”) is presented, to in good faith, resolve any Dispute, including any Dispute over the breach, interpretation, or validity, but not any Dispute regarding the termination, of the Agreement. 

Arbitration. Except for a Dispute involving equitable relief, which shall be brought in court, if the Parties are unsuccessful in their good faith attempt to resolve a Dispute in the manner prescribed in “Interpretation” Section of these Terms, the Dispute shall be submitted to, and settled by, binding arbitration in Denver, Colorado. The Parties shall, not later than sixty (60) days after the Dispute is presented in accordance with “Dispute Resolution” Section, of these Terms select a mutually agreed upon single arbitrator and may utilize any format and rules for the binding arbitration upon which they may mutually agree. If the Parties are unable to so agree, the Dispute shall be submitted to a single arbitrator Denver, Colorado chosen by the Parties from a list of retired judges and justices at JAMS, Denver, Colorado. Should the Parties be unable to agree on a choice of arbitrator within ten (10) days from the date of submission to arbitration, the contract arbitration administrator of JAMS in Denver, Colorado shall furnish to each party a list of three names and each side shall strike one name, thereby nominating the remaining person as the arbitrator. If more than one name remains, the contract arbitration administrator of JAMS will choose an arbitrator from the list of remaining names. In no event is the arbitrator authorized or empowered to award punitive or consequential damages or damages in excess of the limitations hereunder. The arbitration award shall be final and binding and shall be entered in writing specifying the factual and legal basis for the award. Judgment upon any award rendered by the arbitrator may be entered in any court with jurisdiction. The arbitrator shall determine the allocation of the costs and expenses of arbitration. THE PARTIES EACH (I) AGREE THAT ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, RATHER THAN IN COURT, IN ACCORDANCE WITH THIS ARBITRATION SECTION AND (II) WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

Counterparts. The Purchase Order or Service Agreement and these Terms and Conditions may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of the Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of the Agreement.

Force Majeure. Ad Astra shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such failure or delay is caused by or results from acts beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) Law; (e) actions, embargoes or blockades in effect on or after the date of the Agreement; (f) action by any Governmental Authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns, or other industrial disturbances (each a Force Majeure Event).

Relationship of Parties. Nothing in the Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Buyer is an independent contractor pursuant to the Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

No Public Announcements. Neither Party shall not make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other Party or its business unless: (a) it has received the express written consent of the other Party.

Date of Terms.  These Terms are effective and apply to and govern all Agreements with an Effective Date as of the date set forth in an applicable Purchase Order or Service Agreement.