General Terms and Conditions

1. Services

1.1 Subscription Services

The "Subscription Services" mean Company's artificial intelligence cloud infrastructure resources and services as may be further described in the applicable Order and Company documentation. Subject to the other provisions of this Agreement and payment of all applicable fees, Company will make available to Customer on a limited, non-sublicensable, and non-transferable basis access to and use of the applicable Subscription Services, including any hardware or other infrastructure resources in connection therewith, in accordance with the applicable Order and Company's then current published documentation, acceptable use, and other policies, rules, and guidelines for the Subscription Services solely for Customer's internal purposes and any limitations or restrictions in this Agreement, including the applicable Order(s). Customer will comply with such documentation, acceptable use, and other policies, rules, and guidelines in connection with its use of the Subscription Services.

1.2 Ad-Hoc Services

Customer may order, and Company will use commercially reasonable efforts to provide, mutually agreed cloud consulting, remote hands, or other professional or non-recurring services as described in any Order or statement of work agreed by the Parties ("Ad-Hoc Services"). Ad-Hoc Services do not include Subscription Services.

1.3 Services Generally

The "Services" mean the Subscription Services, Ad-Hoc Services, or other service related obligations which Company agrees to provide in accordance with this Agreement, including related Orders. The Services are designed and intended to facilitate Customer's artificial intelligence and machine learning ("AI" and "ML") workloads and projects through cloud and other infrastructure owned or leased by Company (or its colocation landlords or providers, subcontractors, suppliers, or other third parties) and made available to Customer on an "infrastructure-as-a-service" basis. Applicable hardware and other resources will be segregated and dedicated to Customer's Services and not used by other Company customers during the applicable term; however, certain data center location space and general resources may be commonly used across all customers. Unless otherwise agreed in an Order, Company may relocate applicable resources to other equivalent or better data center colocation facilities. Customer will (a) be responsible for connecting to and using the Subscription Services made available to it in accordance with this Agreement, (b) cooperate with Company to facilitate the provision of the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and notify Company promptly of any such unauthorized access or use, (d) use the Services only in accordance with this Agreement and applicable laws and regulations, and (e) not provide Company access to unencrypted data, unless expressly agreed otherwise in writing on a case by case basis.

1.4 Restrictions

Customer will not (and will not permit any of its affiliates, contractors, or users to): (a) make any Services available to any third party other than as contemplated by this Agreement or expressly authorized in writing by Company, (b) resell, lease, distribute, transfer or otherwise make available the Subscription Services on a time-sharing or service bureau basis, (c) use or access the Subscription Services (including any API, software, or cross connection relating to the Subscription Services) in any way that threatens the integrity, performance, or availability of the Subscription Services for other customers or users, (d) attempt to gain unauthorized access to the Subscription Services or any network, service data, or other system Customer is not authorized to access, including any data stored or processed therein, (e) decompile, disassemble, or reverse engineer the Subscription Services, in whole or in part, (f) use or reference the Subscription Services to develop or offer a competing service or product, (g) probe, scan, or test the vulnerability of any network, service, or system without proper and prior authorization, or (h) access any network, service, data, or other system that it is not authorized to access.

1.5 Ownership

Except for Customer's limited right to access and use the Subscription Services as expressly described in this Agreement, Company or its licensors own and reserve all rights, title, and interest in and to the Subscription Services (except for Customer Data processed on the GPUs and hardware). Customer has no ownership, leasehold, or other similar rights in or to any part of the Subscription Services, and hereby waives, and agrees not to assert, any such rights. This Agreement is not an agreement of sale or a lease - it is purely a service agreement. Any improvements, derivative works, modifications, or enhancements relating to the Subscription Services or any component thereof (whether created alone or jointly) will be solely and exclusively owned by Company (or its landlords or licensors), except as otherwise provided below. Customer hereby assigns and agrees to assign to Company any rights, title and interest in and to any feedback, suggestions, ideas, improvements, derivative works, modifications, enhancements, or improvements to the Services that Customer or its representatives provide or develop. Customer will execute and deliver (or cause its representatives to execute and deliver) any additional documents deemed reasonably necessary or appropriate to perfect, maintain, protect, or enforce Company's rights described above and the intent of this Section. Notwithstanding the foregoing, Customer retains ownership of Customer Data and Customer's AI and ML algorithms, models, and similar intellectual property relating to Customer's business and operations, and Company asserts no rights in or to the foregoing.

1.6 Suspension

Company, in addition to its remedies under this Agreement or pursuant to applicable law, reserves the right to suspend or throttle Services in the event Company reasonably believes: (i) Customer is in violation of the Agreement, provided, however, that Company will make reasonable efforts under the circumstances to provide Customer an opportunity to cure such breach; (ii) Customer or Customer's activities relating to the Services are in violation of any applicable law or regulation; (iii) it is required to suspend Services under applicable law, regulation, government order or investigation; or (iv) continuing to provide the Services would result in significant risk or damage to Company or the Company's (or applicable third party's) power or other infrastructure, or other Company customers or their equipment or data. Company will have no liability for any damages or losses that Customer may incur as a result of any suspension or throttling of Services pursuant to this Section.

1.7 Third Party Hardware or Facilities

Certain components of the Services may be dependent on, or subject to, third party rules, restrictions, terms, or warranties. The Parties will cooperate in complying with the foregoing in connection with the provision and receipt of the Services. Company may reasonably substitute equivalent or similar components from time to time, so long as such does not have a material adverse impact on Customer's use of the Services.

1.8 Third Party Materials

Certain items of software code, data, or content provided with, or needed to access or use, the Services may be subject to "open source," "free software," "creative common" or similar licenses ("Third Party Material"), a list of which is available in the applicable documentation relating to the Services, as necessary. The Third Party Material is not subject to the terms and conditions of this Agreement, except for this Section, the disclaimer of warranties and the limitations of liability. Instead, each item of Third Party Material is licensed under the terms of the license that accompanies such Third Party Material. Nothing in this document limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable license for the Third Party Material, including any rights to copy, modify, or distribute Third Party Material under the applicable license. If Company makes modifications to such Third Party Material and if the applicable license requires that such modifications be made available and Company does not already publish such modifications via the applicable Third Party Material community, then Company will make its modifications available on its website or as otherwise required.

1.9 Third Party Application Store or Marketplace

Orders or Services may be dependent on or involve a third party application store or marketplace ("Third Party Store or Marketplace"). This Agreement is between Customer and Company and not with the Third Party Store or Marketplace. Company, not the Third Party Store or Marketplace, is solely responsible for the Services, and the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). In order to use Services from a Third Party Store or Marketplaces, Customer and its users must have access to a wireless or other Third Party Store or Marketplace supported network, and agree to pay all fees associated with such access. Customer also agrees to pay all fees (if any) charged by the Third Party Store or Marketplace in connection with the Third Party Store or Marketplaces, if any. Customer must comply with, and its license to use such Services are conditioned upon its compliance with, all applicable third-party terms of agreement (e.g., the Third Party Store or Marketplace's terms and policies). Customer acknowledges that the Third Party Store or Marketplace (and its subsidiaries) are third-party beneficiaries to this Agreement and will have the right to enforce applicable provisions of this Agreement.

2. Customer Data and Security

2.1 General

Customer acknowledges and understands that use of the Services involves processing and transmitting Customer data, content, materials, and other information ("Customer Data"), and Customer is responsible for all decisions and compliance matters relating to such Customer Data, including encrypting and obtaining any required third party consents relating thereto, and determining the suitability of the Services for Customer Data. All Customer Data will be considered proprietary to Customer, and Customer is the Controller thereof. Company may only use Customer Data for performing the Services or as authorized under this Agreement, and will not attempt to un-encrypt any encrypted Customer Data. As and if provided in an Order, the Parties will enter into a supplemental mutually agreed data processing addendum if required by law. Company assumes no responsibility or liability for Customer Data, except to the extent arising solely from Company's breach of its express obligations under this Agreement, willful misconduct, or gross negligence. Customer Data does not include general infrastructure or equipment processing metrics related to managing and improving the Services generally, which Company may use to improve or perform the Services and for any other lawful purpose.

2.2 Company Responsibilities

Company will maintain reasonable and appropriate safeguards and procedures designed to prevent the unauthorized access to or use of the environment associated with the Subscription Services, including data center hardware or cages and the cloud environment generally relating to the Services. Orders may include additional details on each Party's security obligations.

2.3 Customer Responsibilities

Customer shall (i) use commercially reasonable security precautions in connection with the use of the Services, (ii) require its end users and customers to use commercially reasonable security precautions; and (iii) encrypt Customer Data (especially personal information). Customer is responsible for backup and recovery of Customer Data. Customer shall ensure it has the right and authority to process and transmit Customer Data as contemplated by this Agreement. Customer agrees to notify Company promptly upon becoming aware of any unauthorized access to, or unauthorized disclosure of, the Services or Customer Data that it becomes aware of that could adversely impact Company and collaborate to address such event or circumstance.

3. Confidential Information

All confidential information will be held in confidence, and the receiving Party will take all steps reasonably necessary to preserve the confidentiality of the confidential information of the other Party. The disclosing Party's confidential information will not be used or disclosed by the receiving Party for any purpose except (a) as necessary to exercise rights or perform obligations under this Agreement, or (b) as required by law, provided that the other Party is given a reasonable opportunity to obtain a protective order. The receiving Party will limit its use of and access to the disclosing Party's confidential information to only those of its employees or representatives whose responsibilities require such use or access. The receiving Party will advise all such employees and representatives, before they receive access to or possession of any of the disclosing Party's confidential information, of the confidential nature of the confidential information and require them to abide by the terms of this Section. Either Party may disclose this Agreement to its actual or potential investors, creditors, professional advisors, or attorneys who are subject to a duty of confidentiality. Company's confidential information includes the Subscription Services.

4. Payments

4.1 Fees

In consideration for the rights granted, Customer will pay to Company (or the designated third party, which may include a Third Party Store or Marketplace), without offset or deduction, the fees and expenses described in the Order (or otherwise published in Company's current documentation if no Order was executed). Excess use beyond any usage limits, as and if set out in an Order, will be subject to additional fees. Fees may increase as provided in an Order and on each renewal term, but Company will use reasonable efforts to provide notification of such increase at least thirty (30) days in advance; notification may occur through an invoice or email. All fees and other amounts paid or payable by Customer under this Agreement are non-refundable and non-cancellable, except as otherwise expressly provided in these GTC.

4.2 Taxes

The fees and other amounts payable by Customer to Company (or its designee) do not include any taxes of any jurisdiction that may be assessed or imposed upon the Services, excluding only taxes based upon Company's net income. Customer will directly pay any such taxes assessed. Customer will promptly reimburse Company for any taxes payable or collectable by Company (other than taxes based upon Company's net income).

4.3 Payment

Unless otherwise provided in an Order, all fees will be due and payable within fifteen (15) calendar days after an invoice is issued by or on behalf of Company, and any monthly recurring charges may be invoiced in advance.

4.4 Late Payment

Any late payment will be subject to (A) a late administration charge of the greater of $250 and 10% of the amount of the late payment for the first day late, and (B) 1.5% per month thereafter compounding on the late amount and any unpaid late charges or interest (or the maximum amount permitted by law if less); however, Company may waive these late charges under clause (A) if Customer pays annually in advance within five (5) days after notice of the administration charge described above or provides other assurances or deposits reasonably acceptable to Company and continues to be in compliance with its payment obligations for the remainder of the term. Customer will also be liable for any reasonable attorneys' fees or other costs associated with collecting late payments. In the event Customer fails to timely pay more than two times during the term, Company may require Customer pay annually in advance; if Customer refuses to do so, Company may terminate and redeploy the applicable resources and Services, at Company's option, and without limiting other rights and remedies.

4.5 Other

Notwithstanding anything to the contrary, if Customer fails to pay (or the Third Party Store or Marketplace paid by Customer fails to pay) any amount such that Company does not receive the contemplated amounts under this Agreement, then Customer acknowledges and agrees that Company may collect all amounts not fully and properly paid to Company from Customer, and Customer will pay such amounts to Company.

5. Disclaimers, Limited Warranty, Indemnity, and Limitation of Liability

5.1 Company Warranty

Company represents and warrants to Customer that: (a) to the best of Company's knowledge, it has sufficient rights to grant the subscriptions and rights described in this Agreement, and it has obtained any required authorizations and consents from applicable organizations to provide such subscriptions and rights, (b) its execution, delivery and performance under the Agreement does not conflict with any agreement, instrument or understanding to which it is a party or by which it may be bound, and (c) all Services will conform to generally accepted industry standards. In the event any Services or resources relating thereto do not meet or exceed the warranty in clause (c), Company will use reasonable efforts to timely correct such deficiency, which may include having GPU or other original equipment manufacturers repair or replace such resources pursuant to applicable warranties. However, the Parties acknowledge and agree that GPUs, hardware, and other resources have a limited useful life and may not meet evolving industry standards after initial deployment due to advancements in technology, and such event(s) or circumstance(s) are not a breach, and does not require Company to acquire new, refreshed, or additional GPUs, hardware, or other resources. If Customer desires any such new, refreshed, or additional GPUs, hardware, or other resources, Customer will be required to enter into a mutually agreed Order for additional fees.

5.2 Customer Warranty

Customer represents and warrants that: (i) it has full power and authority to enter into this Agreement and each Order, (ii) the execution of this Agreement or any Order does not violate any agreement to which Customer is a party, and (iii) its use of the Services will be consistent with industry norms and not violate the requirements of this Agreement. Customer further represents and warrants that it does and shall comply with all applicable federal, state and local laws and regulations in ordering, using, or receiving the Services, including, without limitation, applicable laws and regulations related to (x) the storage, transmission and use of Customer Data, (y) import, re-import, export, and re-export control laws and regulations, and (z) anti-bribery.

5.3 Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE MADE AVAILABLE "AS IS" AND "AS AVAILABLE" AND COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, INTEROPERABILITY, WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR NON-INFRINGING, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CUSTOMER ACKNOWLEDGES THAT THERE ARE INHERENT RISKS IN DATA PROCESSING, NETWORKS, AND INTERNET CONNECTIVITY THAT COULD RESULT IN OUTAGES, DESTRUCTION, DISCLOSURES, LOSSES, OR OTHER RISKS, INCLUDING WITHOUT LIMITATION CUSTOMER DATA OR OTHERWISE. COMPANY ASSUMES NO LIABILITY FOR ANY DAMAGE, THEFT, OR LOSS RESULTING FROM EVENTS OR CIRCUMSTANCES OUTSIDE OF ITS CONTROL TO THE MAXIMUM EXTENT PERMITTED BY LAW.

5.4 Company Indemnification Obligations

Company shall indemnify and defend Customer, Customer's affiliated entities and its employees, officers, contractors and agents (collectively, "Customer Indemnified Parties") from and against any claim, brought against Customer Indemnified Parties by a third party, and all liability, judgment, or cost, including reasonable attorneys' fees arising out of such claim, to the extent such claims arise from or relate to (i) intellectual property infringement directly arising from the provision of the Services by Company, except to the extent arising from Customer Data, Customer's designs or specifications, or Customer's AI, ML, or software processed by the Services, or (ii) or any gross negligence or willful misconduct by Company. If any portion of the Services become, or in Company's opinion is likely to become, the subject of a claim of infringement of any third party intellectual property rights, then Company, at its option and expense, may: (i) procure for Customer the right to continue using such portion of the Services, or (ii) replace or modify such portion of the Services so that it becomes non-infringing, or (iii) terminate this Agreement or the applicable Order or Service. The obligation of Company, as set forth above, does not apply where Customer's use of the Services is not strictly in accordance with the terms of this Agreement, or to the extent caused in whole or in part by Customer Data. Notwithstanding anything to the contrary, Customer's sole and exclusive remedies against Company and the Company Indemnified Parties for intellectual property infringement are as set forth in this Section 5.4.

5.5 Customer Indemnification Obligations

Customer shall indemnify and defend Company, Company's affiliated entities and its employees, officers, contractors and agents (collectively, "Company Indemnified Parties") from and against any claims brought against Company Indemnified Parties by a third party and all liability, judgment, or cost, including reasonable attorney's fees arising from such claim, to the extent that such claims arise from or relate to the following (i) Customer's technology, business, or operations, including Customer's use of the Services or responsibilities relating to the Customer Data, except to the extent arising from Company's willful misconduct or gross negligence, (ii) or any gross negligence or willful misconduct by Customer, or (iii) Customer's failure to have the necessary rights or consents relating to Customer Data.

5.6 Damage Limitation

5.6.1 IN NO EVENT WILL EITHER PARTY (OR ANY OF THEIR AFFILIATES OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OPPORTUNITIES, REVENUE OR SAVINGS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.6.2 EACH PARTY'S (INCLUDING THEIR AFFILIATES OR SUPPLIERS) TOTAL LIABILITY UNDER THIS AGREEMENT OR RELATING TO THE SERVICES OR ANY ORDER WILL UNDER NO CIRCUMSTANCES EXCEED THE AVERAGE ANNUAL FEES ACTUALLY PAID FOR THE SPECIFIC SERVICE OR ORDER GIVING RISE TO LIABILITY (THE "CAP"). THIS IS AN AGGREGATE CAP AND NOT A PER CLAIM OR EVENT CAP.

5.6.3 THE FOREGOING CAP AND OTHER LIMITATIONS OF LIABILITY WILL NOT APPLY TO A PARTY'S WILLFUL MISCONDUCT, UNAUTHORIZED USE OR DISCLOSURE OF THE SERVICES OR RELATED INTELLECTUAL PROPERTY OR INFORMATION, INDEMNIFICATION OBLIGATIONS, OR CUSTOMER'S PAYMENT OBLIGATIONS (INCLUDING PAYMENT OF ANY OR ALL REMAINING MRCS OR OTHER FEES FOR THE REMAINDER OF THE TERM).

5.6.4 WITH RESPECT TO COMPANY'S OBLIGATIONS RELATING TO CUSTOMER DATA, A DATA PROTECTION ADDENDUM, ATTACHMENT OR AGREEMENT, DATA SECURITY, PRIVACY OR SIMILAR MATTERS, COMPANY'S (AND ITS AFFILIATES' AND SUPPLIERS') AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED FIFTY PERCENT (150%) OF THE AVERAGE ANNUAL FEES FOR THE SERVICES OR ORDERS GIVING RISE TO SUCH LIABILITY, AND THE CAP IN SECTION 5.6.2 SHALL NOT APPLY.

6. Term, Termination, and Survival

6.1 Term and Renewals

The initial term will be as specified in the applicable Order, except as otherwise provided below. If an initial term is not specified in an Order, the initial term will be thirty-six (36) months. The term will automatically renew for additional twelve (12) month periods thereafter, unless otherwise provided in the Order or a Party provides the other Party at least 90 days' written notice of non-renewal. These GTC will remain in effect so long as there is at least one Order in effect, and the expiration or termination of any Order will not impact other Orders, unless expressly provided otherwise in applicable Orders (e.g., interrelated Orders for a particular co-location facility may be coterminous or have cross termination provisions).

6.2 Termination

Either Party may terminate this Agreement (or the impacted Order(s)) without liability if the other Party materially breaches the terms of this Agreement and the breaching Party fails to cure the breach within thirty (30) days of receipt of notice from the non-breaching Party. However, Customer may not terminate the entire Agreement or any Order unrelated to such breach pursuant to this Section merely because of breach relating to a specific Order. In the event Company terminates all or portion of the Services (e.g., for Customer's non-payment), Customer shall promptly pay Company the fees for the remainder of the originally contemplated term (or renewal term then in effect) in a lump sum plus any reasonable collection costs.

6.3 No Termination for Convenience by Customer

Customer may not terminate any Service or portion thereof for its convenience prior to the end of the applicable term and all fees are non-cancellable and non-refundable, unless Customer is properly terminating for Company's uncured material breach as provided in Section 6.2 above or as otherwise described in an Order. Fees are non-cancellable and terminations by Customer are restricted as described above due to Company's upfront capital costs and reliance on Customer's commitment, and Customer agrees this is fair and reasonable given the nature of the Services and such investments by Company.

6.4 Survival

Any terms and conditions, including without limitation disclaimers and limitations of liability, will continue to apply after termination or expiration as necessary to give effect to the intent of this Agreement. Upon termination or expiration, Customer will cease using and accessing the Services and each Party will return or destroy the other Party's confidential or proprietary information in its possession or control.

6.5 Colocation Facilities

In the event any Company leased colocation facility relating to the Services is subject to casualty or destruction or rights relating thereto are terminated or expire for any reason, Company will have the right to relocate resources, at Company's expense, including GPUs and equipment related to the Services, to an alternative facility, and the Parties will collaborate to mitigate the adverse impacts thereof. If Services are not provided during such relocation, fees will abate or be equitably adjusted until the Services are available in all material respects.

7. Miscellaneous

The relationship between the Parties under this Agreement is that of independent contractors and not partners, joint venturers or agents. Customer may not assign this Agreement or any Order without the prior written approval of Company, except to an affiliate or successor with equal or better credit rating and net worth and that is reasonably acceptable to Company (and any Company financing source). Company may assign this Agreement or any Order, including its rights to collect payment, in connection with any financing, merger, acquisition, reorganization, or sale of all or substantially all of its assets relating to the Services or as a collateral assignment for the benefit of its creditors.

This Agreement states the entire understanding between the Parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this Agreement. No waiver of any breach of this Agreement, will be effective unless in writing and signed by an authorized representative of both Parties.

Company may request revisions and updates to these GTC from time to time consistent with how its on-line terms evolve generally for all customers on its website; these revisions and updates will only apply as and if mutually agreed in writing through an amendment negotiated in good faith. If Customer does not agree to requested revision, Customer may not be eligible for a renewal and Company may terminate on ninety (90) days' notice. Otherwise, this Agreement may not be modified or amended without written agreement of the Parties.

If any portion of any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, then such unenforceable portion of the provision will be deemed severed from this Agreement, the validity and enforceability of the remaining portion of the provision and the other provisions of this Agreement will not be affected or impaired, and this Agreement will be amended in order to effect, to the maximum extent allowable by law, the original intent of such provision.

This Agreement will be construed and enforced in accordance with the laws of the state of New York excluding choice of law. All disputes arising out of or related to the Agreement shall be finally settled under the rules of commercial arbitration of the London Court of International Arbitration by one (1) arbitrator appointed in accordance with such rules. The place of arbitration shall be New York, New York USA. The arbitration shall be conducted in English. The arbitrators shall award to the prevailing Party, if any, as determined by the arbitrators, its reasonable attorneys' fees and costs, including the costs of the arbitration. Judgment on any arbitral award may be entered in any court having jurisdiction.

Except with respect to Customer's payment obligations, neither Party will be liable for, nor will either Party be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the Internet or other networked environment), power or other utility, equipment suppliers or servicing parties, labor or supply problem, unavailability of equipment or parts or any other cause which could not have been prevented by the non-performing Party with reasonable care.

Customer authorizes Company to use Customer's name in any routine list of Company Customers and as a reference. Company may not use Customer's name in any advertising or press release without the prior written consent of Customer. If there is a conflict between these GTC and an Order, the Order takes precedence solely with respect to such Order; if there is a conflict between any document referenced or attached to an Order, and the main body of that Order or these GTC, the Order takes precedence followed by these GTC.