This is an agreement (the “Agreement”) or the “Contract Terms and Conditions” between the Hospital (“Hospital,” “you” or “your”) and Joint Restoration Foundation, (Joint Restoration Foundation is sometimes referred to as “JRF”, “we,” “us” or our”). The “Effective Date” is the date on which you place your order with us.
1. Product Supply. JRF is providing certain products consisting of allografts (the “Products”) to Hospital based on orders placed by Hospital, either orally or in writing, and which are indicated on the packing slip to which these Terms and Conditions are attached. Notwithstanding any other terms or conditions to the contrary found in any purchase order or other written document provided by Hospital to JRF, the Terms and Conditions contained herein shall be the only terms and conditions applicable to JRF’s supply of Products to Hospital. By ordering and accepting Products, Hospital agrees to all of the terms and conditions contained herein and those terms and conditions become binding.
2. Fees; National Organ Transplant Act. The parties acknowledge that the National Organ Transplant Act prohibits the acquisition, receipt and transfer of "human organs" for "valuable consideration," which does not include reasonable payments associated with, among other things, the transportation, processing, preservation, quality control and storage of human organs (which include bone and tissue). Hospital acknowledges that the fees set forth on the packing slip are reasonable payments to JRF.
3. Taxes. To the extent applicable, JRF will collect from Hospital and remit to the appropriate governmental authorities any sales, use, value added or other transfer taxes imposed upon JRF's supply of Products to Hospital. Hospital will be solely responsible for collecting and remitting to the appropriate governmental authorities all taxes associated with its or its patients' use of Products, including sales, use, transfer, value added, and income taxes.
4. Delivery/Risk of Loss. JRF will use commercially reasonable efforts to meet the delivery time and date specified in each order received from Hospital. JRF will use commercially reasonable efforts to ship the Products in a cost-effective manner. Hospital may request that JRF use one or more specified carriers, but Hospital will defend, indemnify and hold harmless JRF and its affiliates and subsidiaries, and their respective officers, directors, members, employees and agents from and against any and all liabilities, damages, causes of action, claims, penalties, costs and expenses (including reasonable attorneys' fees) arising out of the use of such specified carriers. Hospital will reimburse JRF for the cost of insurance and freight and other delivery charges associated with the delivery of Products to Hospital. Upon shipment from JRF, Hospital shall bear the risk of loss with respect to the Products and shall be fully responsible for all loss related to the Products.
5. Inspection. Within 24 hours of receipt, Hospital will inspect the Products and report any damage to the Products or their packaging and any failures to conform to the order to JRF. Hospital shall promptly return the damaged Products to JRF at JRF’s expense, and JRF shall replace the damaged Products. If Hospital does not so report within 24 hours, the Products will be deemed accepted by Hospital.
6. Tracking. Hospital shall track and maintain records for all Products and maintain traceability to the JRF distinct identification code and shall otherwise comply with the applicable requirements of 21 C.F.R. Part 1271 and shall furnish all such tracking records to JRF upon request. Hospital must ensure that all Products can be tracked to the applicable recipient. JRF may, in its sole discretion, evaluate Hospital’s compliance with 21 C.F.R. Part 1271 by various means, such as audits, record review or other reasonable means. Hospital shall maintain all records associated with the Products for the greater of ten years or the maximum amount of time required by law.
7. Storage. Hospital is responsible for work with the ultimate users of the Products to ensure proper storage conditions of the Products as described by the package insert/reconstitution instructions and to itself follow the applicable storage standards and instructions as provided by JRF, the American Association of Tissue Banks (“AATB”), and/or the FDA.
8. Claims to Ultimate Users. In connection with any use of the Products supplied hereunder, Hospital will provide all information regarding the risks associated with the Products to the ultimate users, including information JRF reasonably requests to be provided. Hospital shall be solely liable for any claim arising from any warranty, statement or guarantee made by Hospital which is inconsistent with or in excess of the limited warranty set forth in Section 12. Hospital shall defend, indemnify and hold harmless JRF and its affiliates and subsidiaries, and their respective officers, directors, members, employees and agents from and against any and all liabilities, damages, causes of action, claims, penalties, costs and expenses (including reasonable attorneys' fees), which result from, are caused by or are related to such claims.
9. Limitations. Hospital will not transfer the Products to any third party except for Hospital patients or other ultimate users of the Products in compliance with all laws, rules and regulations. Hospital will not re-package the Products, and once Product packaging has been opened, Hospital will promptly use such Products or properly dispose of them. All Products supplied by JRF will be used in accordance with these terms and conditions, and in the United States, and will not be used in any foreign jurisdiction.
10. Compliance with Laws. JRF and Hospital shall comply with any and all applicable and then current laws, regulations, requirements, recommendations, standards, specifications, guidelines and directives of all applicable federal and state governmental authorities, including, without limitation, the FDA and the AATB.
11. Recalls. Hospital shall cooperate with JRF’s quality programs related to the Products. In the event JRF believes it may be necessary to conduct a recall, field correction, market withdrawal, stock recovery, or other similar action with respect to any Product supplied (an “Allograft Recall”), JRF shall make all decisions as to such Allograft Recall, and Hospital shall cooperate with JRF in any Allograft Recall. JRF will reimburse Hospital for any direct, out-of-pocket costs incurred by Hospital as a result of any product corrective action, withdrawal or recall of the Products requested by JRF or required by any government or government agency; provided, however, that Hospital shall, in addition to any required indemnification, reimburse JRF for all reasonable out-of-pocket expenses incurred by JRF in connection with any such Allograft Recall attributable to any breach by Hospital of these Terms and Conditions.
12. Exclusive Warranty. The Products include human tissue, the use of which includes certain inherent risks. JRF's sole and exclusive warranty with respect to the Products is that prior to shipment to Hospital, JRF will have processed, tested, handled and stored such Products in accordance with the standards of the AATB and applicable United States law. Hospital and the ultimate user of the Products will be responsible for determining the adequacy and appropriateness of the Products for any and all uses which Hospital or the ultimate user makes of the Products. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 12, JRF HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY UNIQUE, SPECIAL OR PARTICULAR PURPOSE. JRF HEREBY ADVISES HOSPITAL AND ALL USERS OF THE PRODUCTS THAT THERE IS AN INHERENT RISK OF DISEASE TRANSMISSION IN THE USE OF ANY PRODUCT.
13. No Punitive/Consequential Damages. UNDER NO CIRCUMSTANCES WILL JRF BE LIABLE TO HOSPITAL OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED UPON LOST GOODWILL, LOST SALES OR LOST PROFITS, WORK STOPPAGE, PRODUCT FAILURE, IMPAIRMENT OF OTHER GOODS OR OTHERWISE AND WHETHER ARISING OUT OF BREACH OF THESE TERMS AND CONDITIONS, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE.
14. Indemnification by Hospital. Notwithstanding any other provision of this Agreement, Hospital will defend, indemnify and hold harmless JRF and its affiliates and subsidiaries, and their respective officers, directors, members, employees and agents from and against any and all liabilities, damages, causes of action, claims, penalties, costs and expenses (including reasonable attorneys' fees) arising in connection with (i) Hospital’s breach of any of these Terms and Conditions, and (ii) any negligent or willful misconduct of Hospital, including with respect to the handling, storage, distribution or use of any Products, and (iii) any violation of law by Hospital. Notwithstanding anything to the contrary in this Agreement, Hospital’s obligations with respect to indemnification for acts described in this Section shall not apply to the extent that such application would nullify any existing insurance coverage of Hospital or as to that portion of any claim of loss in which an insurer is obligated to defend or satisfy. This Section 14 shall survive the expiration or earlier termination of this Agreement.
15. Indemnification by JRF. Subject to the terms and conditions of Paragraph 13, JRF agrees to indemnify and hold harmless Hospital and its affiliates and subsidiaries, and their respective officers, directors, members, employees and agents from and against any and all liabilities, damages, causes of action, claims, penalties, costs and expenses (including reasonable attorneys' fees) arising in connection with (i) of any infringement of United States patents or other United States intellectual property rights by the Products; provided that JRF will have no liability for any infringement arising out of Hospital’s modification of the Products or combination of the Products with other products unless specifically authorized in writing by JRF, and (ii) JRF’s breach of any of these Terms and Conditions, and (iii) any grossly negligent or willful misconduct of JRF, and (iv) any violation of law by JRF. Notwithstanding anything to the contrary in this Agreement, JRF’s obligations with respect to indemnification for acts described in this Section shall not apply to the extent that such application would nullify any existing insurance coverage of JRF or as to that portion of any claim of loss in which an insurer is obligated to defend or satisfy. This Section 15 shall survive the expiration or earlier termination of this Agreement.
16. Confidentiality. Neither JRF nor Hospital will disclose or use for its own benefit, directly or indirectly, any confidential information of the other, except with the express written consent of the other party or as required by law or as necessary to its professional advisors that have a need to know. If disclosure is required in any legal or other proceeding, the disclosing party will give prompt notice to the other party such that the other party will have an opportunity to seek an order prohibiting or protecting against disclosure of its confidential information. “Confidential information” shall not include information that is in the public domain through no unauthorized act of the receiving party.
17. Intellectual Property. The supply of Products does not grant any right, title, interest or license of any kind related to the intellectual property of JRF to Hospital. Hospital shall not use any trademark, service mark (including JRF’s name) or other intellectual property of JRF, including, without limitation, in any promotional or marketing material of Hospital, without the prior written consent of JRF, which may be withheld or conditioned in JRF’s sole discretion.
18. Independent Contractor. JRF is an independent contractor, and neither party shall be deemed to be the legal representative or agent of the other for any purpose whatsoever, and neither party shall have any right or authority to assume or create any obligation of any kind, express or implied, on behalf of the other, or to bind the other in any respect whatever. These Terms and Conditions and the supply of Products do not create a joint venture or a partnership relationship between JRF and Hospital or make JRF and Hospital jointly liable for any obligations arising out of supply of Products.
19, Severability; Survival. If any provision of these Terms and Conditions is held to be illegal, invalid, or unenforceable under any applicable laws, such provision shall be fully severable. These Terms and Conditions shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions shall remain in full force and effect, unaffected by such severance; provided that the illegal, invalid or unenforceable provisions are not material to the overall purposes and operation of these Terms and Conditions. Sections 2, 8 and 12-33 shall survive the termination of the Agreement.
20. Force Majeure. Neither party will be liable for its failure to perform its obligations under these Terms and Conditions to the extent such performance is wholly or partially interfered with or prevented by governmental regulation or any other reason or event beyond such party's reasonable control and which reason or event could not have been reasonably avoided. JRF and Hospital will immediately notify the other of any such reason or event preventing its performance under these Terms and Conditions.
21. Remedies. In addition to any other rights or remedies, all of which shall be deemed cumulative, JRF shall be entitled to pursue injunctive relief to enforce the terms of Sections 16 and 17 without the necessity of proof of damages or the posting of a bond or other security.
22. Notice to Third Parties; Uniform Commercial Code Filings. Hospital will from time to time execute and deliver to JRF such documents as JRF may reasonably request in order to put third parties on notice of JRF’s ownership interest in the Products and proceeds thereof. Such documents shall be in form and content satisfactory to JRF. Hospital hereby authorizes JRF to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that reflect the consignment of the Products by JRF or to otherwise indicate that the transactions contemplated by the Terms and Conditions constitute a consignment under and for purposes of the Uniform Commercial Code.
23. Product Return Policy. Products provided to Hospital using dry-ice in the transport of the Products (“Frozen Products”) or Products using wet-ice in the transport of the Products (“Fresh Products”) will be deemed accepted by the Hospital upon Hospital’s opening of the transport container. Frozen Product not conforming to the order placed by Hospital may be reimbursed solely at JRF’s discretion.
24. Data, Privacy, and Security. This Agreement is subject to the terms and conditions set forth in our Privacy Policy available at https://jrfortho.org/info/privacy-policy, all of which are incorporated herein by this reference (the “Privacy Policy”). Subject to applicable laws, we will exclusively own any information or data relating to the Products (collectively, “Data”). We may share, provide or copy any of the Data as permitted under our Privacy Policy. We have implemented reasonable organizational, technical, physical, and administrative steps designed to protect Data against loss, misuse, and unauthorized access or disclosure. Despite our efforts, no method of transmission of information over the internet or storage of information is guaranteed to be completely secure. Accordingly, we require you comply with our privacy policies and not use patient identification in your communications with us.
25. OUR LIABILITY IS LIMITED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANYTHING ELSE HEREIN: (A) THE ENTIRE LIABILITY OF JRF OR ANY OF ITS OFFICERS, MANAGERS, MEMBERS, SHAREHOLDERS, AFFILIATES, PARTNERS, REPRESENTATIVES, EMPLOYEES, SUPPLIERS, OR SUB-CONTRACTORS ( COLLECTIVELY THE “SERVICE PARTIES”), AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY MONITORING SERVICES OR EQUIPMENT, IS LIMITED TO THE AMOUNT OF $2,500; AND (B) IN NO EVENT WILL ANY SERVICE PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE EQUIPMENT AND/OR ANY MONITORING SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
26. YOU MUST INDEMNIFY JRF AND ITS REPRESENTATIVES. IF ANYONE OTHER THAN YOU, INCLUDING YOUR INSURANCE COMPANY, MAKES A CLAIM AGAINST JRF OR ITS REPRESENTATIVES ARISING FROM OR RELATED TO YOUR AGREEMENT WITH US, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS (WITHOUT ANY CONDITION THAT JRF OR ANY OF ITS REPRESENTATIVES FIRST PAY) FOR ANY LOSS, DAMAGE, OR EXPENSE ARISING FROM SUCH CLAIM, INCLUDING REASONABLE ATTORNEYS' FEES, ASSERTED AGAINST OR INCURRED BY JRF OR ANY OF ITS REPRESENTATIVES, INCLUDING ANY LOSS, DAMAGE, OR EXPENSE IN CONNECTION WITH, OR ARISING OUT OF, OR FROM: (I) YOUR BREACH OF THIS AGREEMENT; (II) YOUR ACTS, ERRORS, OR OMISSIONS; OR (III) OUR ACTIVE OR PASSIVE, SOLE, JOINT, OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE.
27. Applicable Law; Jurisdiction; WAIVER OF JURY TRIAL AND CLASS PROCEEDING. This Agreement, with the exception of certain matters governed by the Federal Arbitration Act as specified in Section 31, will be governed by and construed according to the laws of the State of Colorado without reference to conflicts of law rules. The interpretation of this Agreement will not be construed against the drafter. Any legal action or proceeding arising from or relating to this Agreement, to the extent it is not subject to arbitration under Section 31, shall be instituted exclusively in any state court located in Denver, Colorado. Each Party agrees to submit to the jurisdiction of and agrees that venue is proper in the aforesaid courts, and waives, to the fullest extent permitted by law, any objection it has or hereafter may have to the jurisdiction or venue for such proceeding, as well as any claim it has or may have that such proceeding is in an inconvenient forum.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
YOU AND JRF EACH WAIVE YOUR RESPECTIVE RIGHT TO A TRIAL BEFORE A JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT. YOU AND JRF AGREE THAT EACH MAY BRING CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING.
28. Assignment. You may not assign this Agreement. We may assign this Agreement or any portion thereof. If we assign this Agreement, we are released from all liabilities or obligations that may arise after the assignment.
29. No Waiver of Breach. Waiver of any breach of this Agreement will not be a waiver of any subsequent breach. Our rights under this Agreement will be cumulative, and may be exercised concurrently or consecutively, and will include all remedies, even those remedies not referred to in this Agreement.
30. Right to Subcontract. JRF may, in its sole and absolute discretion, subcontract for the provision of services under this Agreement. This Agreement inures to the benefit of and is applicable to any such subcontractors.
31. Arbitration Provision and Class Action Waiver. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. YOU AGREE THAT BY RETAINING AND/OR USING THE PRODUCTS, AND THEREBY ACCEPTING AND AGREEING TO THE CONTRACT TERMS AND CONDITIONS, YOU AND JRF ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND JRF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
You and JRF agree that any and all claims and disputes arising from or relating in any way to the subject matter of these Contract Terms and Conditions, your use of the Products, or your and JRF’s dealings with one another in connection with the Products shall be finally settled and resolved through BINDING ARBITRATION as described in this section. This agreement to arbitrate is intended to be interpreted broadly. The arbitration will be conducted by Judicial Arbiter Group, Inc. (“JAG”) using one arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAG arbitrators in accordance with the Arbitration Rules and Procedures of JAG. If JAG is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator that you and JRF both agree upon in writing or that is appointed pursuant to section 5 of the Federal Arbitration Act. For any claim where the total amount of the award sought is $10,000 or less, the arbitrator, you, and JRF must abide by the following rules: (a) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Denver, Colorado. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. Neither you nor JRF will be able to have a court or jury trial or participate in a class action or class arbitration. You and JRF each understand and agree that by agreeing to resolve any dispute through individual arbitration, YOU AND JRF ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR ANY SIMILAR PROCEEDING. The arbitrator may not consolidate the claims of multiple parties.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE CONTRACT TERMS AND CONDITIONS, YOUR USE OF THE PRODUCTS, OR YOUR AND JRF’S DEALINGS WITH ONE ANOTHER IN CONNECTION WITH THE PRODUCTS MUST BE COMMENCED IN ARBITRATION WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT ONE (1)-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You and JRF agree that all challenges to the validity and applicability of the arbitration provision—i.e., whether a particular claim or dispute is subject to arbitration—shall be determined by the arbitrator. Notwithstanding any provision in these terms to the contrary, if the class-action waiver above is deemed invalid or unenforceable, neither you nor we are entitled to arbitration. If the arbitration provision in this section is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in the state courts of competent jurisdiction located in Denver, Colorado, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Contract Terms and Conditions. This arbitration agreement will survive termination of this Agreement. This arbitration agreement involves interstate commerce and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by state law. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879. If you wish to initiate arbitration against JRF, you must send notice to JRF in accordance with Section 32 below.
If you wish to opt-out of the agreement to arbitrate, within 30 (thirty) days of delivery of the Products, you must send JRF a letter stating “Request to Opt-Out of Agreement to Arbitrate” at the following address:
Joint Restoration Foundation
7245 S Havana Street, Suite 300
Centennial, CO 80112
Attn: Legal Department
In the event you opt out of the arbitration provision, you agree to litigate exclusively in the state courts of competent jurisdiction located in the United State District Court for the District of Colorado, located in Denver, Colorado, as appropriate, and you agree to submit to the personal jurisdiction of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Contract Terms and Conditions.
32. Notices. Except as otherwise set forth herein, any notice, demand, request, consent, approval, or Equipment delivery that either party desires to give or is required to give to the other party hereunder shall be in writing and shall be served personally, delivered by messenger or by reputable overnight courier such as Federal Express or UPS, or by USPS Priority Mail and shall be addressed to the other party at the address set forth below.
Notices or Equipment delivery shall be deemed to have been received: (i) upon personal delivery; (ii) one (1) business day after delivery to a messenger or courier service for overnight delivery; or (iii) two (2) business days after mailing if sent by USPS Priority Mail. Either party may change its address for notices hereunder, effective fifteen (15) calendar days after notice to the other party complying with these terms.
If to Customer:
The Customer’s address for notices set forth on the Purchase Order
If to JRF:
Joint Restoration Foundation
7245 S Havana Street, Suite 300
Centennial, CO 80112
Attn: Legal Department
33. This is Our Entire Agreement. This Agreement (together with your service order) contains the entire agreement between you and us concerning the subject matters of this Agreement and supersedes all prior or current negotiations, commitments, contracts, express or implied, warranties, express or implied, statements and representations, written or oral, pertaining to such matters, all of which are merged into this Agreement.
34. Modifications. We may modify this Agreement from time-to-time by providing you reasonable written notice of such modifications. If you do not agree to such modifications, you may stop using the Product, following written notice to us and this Agreement shall terminate immediately, except for the surviving sections as provided in Section 19 above. If you continue to use the Product after we notify you of a modification, you will be deemed to have accepted such modifications and this Agreement shall continue in accordance with Section 19 above.