Dismiss Modal

Terms and Conditions

Last updated on 8/30/2022 

These Terms and Conditions (“Terms”) shall govern all Order Forms, Statements of Work, and similar documents executed between the WebMD entity referenced in such document and Client, where such document specifically reference these Terms. The parties agree that all content and services contracted for hereunder may be provided by the WebMD entity referenced in such document, or by one of its Affiliates. “Affiliate” shall mean a corporation, partnership, or other entity that controls, is controlled by or is under common control with the WebMD entity referenced in such document. The WebMD entity or any Affiliate providing services hereunder shall be the “Vendor.” “Client Affiliate” shall mean a corporation, partnership, or other entity that controls, is controlled by or is under common control with, Client and has been authorized by Client to use the Content or Products in accordance with Section 1 of this Agreement. 

These Terms, together with any Order Forms, Statements of Work, or similar documents referencing these Terms, or any documents executed thereunder collectively form the “Agreement,” and contain the terms and conditions upon which Vendor provides: (a) a license to Client to access and use (i) certain health, nutrition and/or wellness content , including all documentation, text, audio, video, graphics, animation, drawings, icons, images, pictures and charts contained therein (“Content”) to be made available by Vendor at one or more specific URLs, mobile applications, FTP sites, or via API call, or as otherwise defined on the Order Form or such similar document, provided by Vendor to Client (each a “Site”) and (ii) the Vendor products and technologies used to deliver and display such Content (“Products”); and (b) related services to the Client. 

  1. License Grant. During the term of the applicable Order Form and subject to the terms and conditions thereof, as well as the terms and conditions of any exhibits thereto, and the terms and conditions herein, Vendor grants to Client and/or Client Affiliates a limited, non-exclusive, non-transferable license, without the right to sublicense (except under an agreement with a Community Connect Site, as defined below), to: (a) permit the authorized number of Users (as that term is defined below) to access, use and display the Content through the applicable Products selected on the Order Form, or through other delivery mechanisms agreed to by Vendor, in accordance with these Terms and the applicable terms of use set forth on the Order Form; (b) permit Client’s, Client Affiliate’s, and as applicable, such Community Connect Site’s, patients, members, and/or authorized clinical system users to access and use the Content in connection with the normal non-commercial activities associated with their use of the selected Products or other delivery mechanisms agreed to by Vendor; (c) when permitted in the applicable Order Form, use and display the Content on social media websites and through e-mail and blogs with the intent to drive the viewer to the Client’s Authorized Site as set forth in the applicable Order Form. “ 

    For purposes of this Agreement: 

    “Community Connect Site” shall mean Vendor-approved locations of third-party health systems or healthcare providers with whom Client or Client Affiliate has contracted to provide access to Client’s or Client Affiliate’s clinical system and which are identified in the relevant Order Form. For the avoidance of doubt, the license granted hereunder permits Client and Client Affiliates to provide access to the Content, Products, and services contracted for hereunder to the Vendor-approved Community Connect Sites identified on the relevant Order Form, but does not grant a right for such Community Connect Sites to subsequently sublicense any rights hereunder. 

    Users” shall mean personnel providing services to Client, Client Affiliate, or applicable Community Connect Site, including but not limited to employees, consultants, and agents of Client, Client Affiliate, or such Community Connect Site; provided that (i) any User that is not an employee of Client, Client Affiliate, or such Community Connect Site must be bound by written terms and conditions with Client , Client Affiliate, or such Community Connect Site that serve to protect Vendor in a manner no less protective than the terms and conditions of this Agreement, and (ii) Client shall be responsible for all acts and/or omissions of Users. 
    Client acknowledges and agrees that certain Content, as well as any files, data and any links thereto, licensed to Client or Client Affiliate under this Agreement may include third-party content that is made available as a sublicense under Vendor’s agreement with a third-party licensor (collectively, “Third-Party Content”) and that, in addition to any obligations Client, Client Affiliate, and any applicable Community Connect Sites may have hereunder with respect to Content upon termination of any individual Order Form or similar document, upon notice from Vendor to Client or Client Affiliate that Vendor’s agreement with a licensor of Third-Party Content has terminated: (x) Vendor shall have the right to immediately suspend or remove Client’s, Client Affiliate’s, and, by extension, any Community Connect Site’s, access to such Third-Party Content, and (y) Client, Client Affiliates, and all applicable Community Connect Sites shall immediately (1) delete or destroy all such Third-Party Content under its possession or control, including deleting or otherwise permanently removing all such Third-Party Content from its systems, sites, and software, and (2) certify such deletion, destruction, or permanent removal in writing to Vendor. For the avoidance of doubt, all Third-Party Content shall be considered Content licensed hereunder. 
     
  2. Additional License Restrictions. The Content may only be used to educate patients, members, employees, and/or authorized clinical system users about medical conditions, diagnoses, treatments and self-care. Unless otherwise agreed to in an Order Form, Client acknowledges that the license granted herein is solely for usage of the Content through the selected Products and it does not permit Client or Client Affiliate to offer the Content in any way separate from the selected Products identified in the applicable Order Form. All display of Content and Products shall be subject to the inclusion of disclaimers and copyright notices provided by Vendor and/or its licensors. Unless expressly permitted in the applicable Order Form, Content may not be displayed on public facing internet websites, or integrated into mobile applications for use on mobile phones or devices. Except as otherwise expressly permitted under the Agreement, Client agrees not to: (a) disassemble, reverse compile, reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Content or Site (or any portion thereof); (b) distribute, lend, rent, sell, transfer or grant sublicenses to, or otherwise make available the Content or Site (or any portion thereof) to third parties, including, but not limited to, making such Content available (i) through resellers, OEMs, other distributors, or (ii) as an application service provider, service bureau, or rental source; (c) embed or incorporate in any manner the Content (or any element thereof) into other applications of Client or third parties; (d) create modifications to or derivative works of the Content or Site; (e) knowingly allow any User, individual, Client Affiliate, or Community Connect Site to access Content or a Site without a valid license from Vendor for such access; (f) use or transmit the Content in violation of any applicable law, rule or regulation, including any export/import laws, (g) in any way access, use, or copy any portion of the Content or Site code (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the Content or Site or (h) remove, obscure or alter any copyright notices or any name, logo, tagline or other designation of Vendor displayed on any portion of the Site or Content (“Vendor Marks”). Client shall not permit Client Affiliate, any Community Connect Site, or any third party with whom it has otherwise contracted, directly or indirectly, to use the Content and/or Products, to perform any of the foregoing actions and shall be responsible for all damages and liabilities incurred as a result of such actions. Any software inherent in the Content or Products is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the Content is provided to U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. 
     
  3. Modifications. Except as provided herein, Client and Client Affiliate, and any applicable Community Connect Site, shall not modify the Content or Product(s). If expressly set forth in an Order Form, modifications to Content by Client or Client Affiliate may be allowed under limited circumstances and only to certain portions of the Content. To the extent modifications are permitted, Vendor grants Client and Client Affiliate the limited right to edit those portions of the Content which may be modified by the capabilities of the selected Products, in order to meet Client’s or Client Affiliate’s specific needs and preferences, including editing, parsing, deleting and reorganizing portions of the Content (each, and together “Modification”) for use in Client’s or Client Affiliate’s clinical system. Client or Client Affiliate, as applicable, shall retain all rights, title and interest in and to Modifications made by Client or Client Affiliate that do not incorporate or contain any confidential or propriety information of Vendor or any Content. Notwithstanding the foregoing, nothing in this Agreement shall be construed to grant Client or Client Affilaite a right, title or interest in or to any derivative work that includes any portion of the Content together with the modifications made by Client or Client Affiliate, or any Content that Client or Client Affiliate has requested be translated into another language. As it relates to any Modification, Client, on behalf of itself and Client Affiliates, represents and warrants that (a) to the extent Client or Client Affiliate includes the content of any third-party rights owner in the Modification, Client or Client Affiliate has obtained the proper authorization from any applicable third party rights owner to include such rights owner’s content in the Modification and (b) that all Modifications to the Content will be performed by or under the supervision of trained medical professionals. Client expressly assumes any and all liability related to Client’s and Client Affiliates’ Modifications. To the extent that disclaimers are required to be displayed in connection with the display of Content, Client, on behalf of itself and Client Affiliates, agrees to prominently display such disclaimers on Client’s and Client Affiliate’s Authorized Sites in close visual proximity to any display of Content. Client acknowledges that Vendor will not be obligated to provide any updates to Content that has been modified by Client or Client Affiliate and that to the extent such content was previously accredited by URAC, it may no longer be so accredited as a result of Client’s or Client Affiliate’s modifications.
     
  4. Ownership. Except as otherwise provided in an Order Form, Client agrees, on behalf of itself and Client Affiliates, that Vendor and/or its licensors own all right, title, and interest in and to the Content and the Products, including but not limited to all information, content, software, technology, specifications, text, graphics, databases, code and information available through the Content and Products and all copyrights and all other Intellectual Property Rights in and to the foregoing, including all derivative works, enhancements, customizations, modifications or upgrades thereto. Except as expressly granted herein, Client, Client Affiliates, and Community Connect Sites acquire no right, title, or license in the Content or the content or data incorporated therein. For purposes of clarification, this Agreement does not grant Vendor any ownership interest in Client’s or Client Affiliate’s products or services that incorporate the Content, except provided that Vendor shall retain all rights in the Vendor’s Content contained therein. Neither party shall use the other party’s name or any mark belonging to the other party other than in connection with the Content, Products and services provided by Vendor hereunder without the prior written consent of the other party. Subject to the terms and conditions of this Agreement, Vendor hereby grants to Client and Client Affiliate a limited, revocable, non-exclusive, non-transferable license, without sublicense rights, to use the Vendor Marks, solely in connection with the marketing, promotion and provision of the Content to end users (provided that any such use must be approved by Vendor). Client agrees that neither it will not, nor will any Client Affiliates or applicable Community Connect Sites, directly or indirectly obtain or attempt to obtain at any time, any right, title or interest by registration or otherwise in or to the Vendor Marks. Client acknowledges that the goodwill associated with the Vendor Marks belongs exclusively to Vendor and, upon request, Client will modify or cease its use of any Vendor Marks and require Client Affiliates and any Community Connect Sites to do the same. 
     
  5. Fees. The amount of license fees (the “Annual License Fees”) payable to Vendor is set forth in the applicable Order Form. All Annual License Fees payable will be due within thirty (30) days of invoice date or as otherwise set forth in the Order Form, or such other date as may be agreed upon by the parties. To the extent Vendor is asked to perform any custom work, such work will be detailed in writing in a separate Order Form. The Annual License Fees set forth in the Order Form are exclusive of any applicable taxes and Client and Client Affiliate shall be responsible for any applicable sales, use or other like taxes, excluding, however, taxes based upon Vendor’s net income. 
     
  6. Termination. The term of this Agreement shall commence on the Effective Date of the first Order Form referencing these Terms and shall continue until written notice of termination is provided by either party following the expiration or termination of all Order Forms referencing these Terms. Notwithstanding anything stated in this Agreement to the contrary, either party may terminate this Agreement in its entirety, or any individual Order Form executed hereunder, for the material breach of any provision of these Terms or the terms of the applicable Order Form, if such material breach remains uncured for thirty (30) days after receipt of written notice of such breach from the non-breaching party. Such termination right shall be in addition to any other rights and remedies that may be available to the non-breaching party. Upon the expiration or termination of this Agreement in whole, or any individual Order Form, Statement of Work, or similar document executed hereunder, for any reason: (i) all licenses to Content and Products hereunder or thereunder, as applicable, shall immediately terminate, and Vendor shall have the right to immediately suspend or remove Client’s, Client Affiliate’s, and any Community Connect Site’s access to such Content and Products, (ii) any provisions of the Agreement or such applicable expired or terminated Order Form, Statement of Work, or similar document executed hereunder, which must survive in order to give effect to their meanings shall survive such termination or expiration; (iii) all fees owed by Client or Client Affiliate to Vendor hereunder or thereunder, as applicable, shall become immediately due; (iv) each party shall promptly return or destroy (as instructed by the other party) all Confidential Information (as defined below) of such other party which was provided hereunder or thereunder, as applicable, and (v) Client shall immediately delete all Content under its possession or control, including deleting all Content from its systems, sites, and software, shall require Client Affiliates and Community Connect Sites to do the same, and shall certify such deletion in writing to Vendor. For the avoidance of doubt, Vendor’s rights and Client’s and Client Affiliate’s obligations under this Section 6 are in addition to the rights and obligations set forth in Section 1. 
     
  7. Disclaimer. The Content, Products, and services are not intended to replace professional medical advice and are not intended to be relied upon by any person or entity for purposes of medical diagnosis or treatment. The information contained within the Content and Products may become unreliable for many reasons including subsequent research, findings and test results. Although Vendor makes reasonable efforts to ensure the accuracy and reliability of the Content, Client, on behalf of itself, Client Affiliates, and Community Connect Sites, acknowledges that Vendor, and its licensors, and its and those licensors’ respective officers, directors, employees, shareholders, and agents (collectively the “Vendor Protected Parties”) will not be held liable for any damages suffered or incurred by Client, Client Affiliate, or Community Connect Site or any third person arising out of: (a) any faults, interruptions, or delays in the Content or Products, or their delivery; (b) any use of or reliance on the Content or Products by any person; or (c) any inaccuracies, errors, or omissions in the Content or Products, however such faults, interruptions, delays, inaccuracies, errors or omissions arise unless due to the gross negligence or willful misconduct of Vendor. The Vendor Protected Parties do not guarantee the accuracy, timeliness, or completeness of the information obtained from the Content or Products, or warrant any results from using the Product or the Content. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE VENDOR PROTECTED PARTIES DO NOT MAKE, AND CLIENT, CLIENT AFFILIATES, AND COMMUNITY CONNECT SITES DO NOT RECEIVE, ANY REPRESENTATION OR WARRANTY (REGARDLESS OF WHETHER SUCH WARRANTY IS EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) REGARDING THE VENDOR CONTENT, PRODUCTS, OR SERVICES. THE WARRANTIES STATED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE VENDOR PROTECTED PARTIES DISCLAIM ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) TO THE EXTENT ALLOWED BY APPLICABLE LAW. 
     
  8. Hosting Services. Unless otherwise set forth in an Order Form or similar document executed hereunder, Vendor will be responsible for the set-up, configuration and hosting of the applicable Content within a Site (the “Hosting Services”), including obtaining and maintaining all physical equipment and/or software necessary to perform the Hosting Service. Client acknowledges and agrees on behalf of itself, Client Affiliates, and any Community Connect Site that, subject to the licenses granted in Section 1 above and any other terms and conditions applicable to a Site as set forth herein or within an applicable Order Form, Client, Client Affiliates, and Community Connect Sites have no right to and specifically disclaim any possessory, leasehold or other real property interest in the physical equipment and software utilized to set-up, maintain, and display the Content. Unless otherwise set forth in an Order Form, Client, Client Affiliate, Community Connect Sites, and Users will be responsible for all necessary computer hardware, software, modems, mobile devices, connections to the Internet and other items that are needed for accessing the Content via the Site, and all costs associated with such access. Vendor shall use commercially reasonable efforts to provide Hosting Service 365 days per year, subject to downtime for repairs, upgrades or routine maintenance. 
     
  9. Updates. Vendor may, from time to time, in its sole discretion, update the Content. Client agrees on behalf of itself, Client Affiliates, and Community Connect Sites, that it shall (i) only use the current version of Content, and (ii) take all active measures necessary, on a timeline set by Vendor, to process any of Vendor’s updates to the Content, and (iii) immediately delete, destroy, or otherwise permanently remove all outdated versions of the Content under its possession or control, including deleting all prior versions of such outdated Content from its systems, sites, and software. 
     
  10. Confidentiality. Each party acknowledges that the other party may disclose its Confidential Information to the other in the performance of this Agreement. Accordingly, each party shall (i) keep the Confidential Information disclosed by the other party confidential, (ii) use Confidential Information only for purposes of fulfilling its obligations hereunder, and (iii) disclose such Confidential Information only to the receiving party’s employees who have a need to know and only for the purposes of fulfilling this Agreement. As used herein, “Confidential Information” means information in the possession or under the control of a party of a proprietary nature relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party in oral, graphic, written, electronic or machine readable form. “Confidential Information” shall not include information: (a) the receiving party possesses on a non-confidential basis prior to acquiring it from the other; (b) that becomes available to the public through no violation by the receiving party of this paragraph; (c) that is given to the receiving party on a non-confidential basis by a third party not under a confidentiality obligation to the disclosing party; or (d) that is developed by the receiving party independently of and without reliance on confidential or proprietary information provided by the disclosing party. Should a receiving party be requested to disclose Confidential Information of the disclosing party by a lawful judicial or governmental order or other legal compulsion, such receiving party shall immediately notify the disclosing party to permit the disclosing party to defend against any such order of disclosure, and the receiving party shall assist in such defense, at the disclosing party’s expense, to the extent permitted by law. If the receiving party is thereafter required to disclose Confidential Information of the disclosing party, the parties shall agree to a mutually satisfactory means to disclose such Confidential Information as necessary to comply with the applicable order. 
     
  11. Indemnity. Client shall, at its sole cost and expense, indemnify and hold Vendor, its affiliates, and its and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys’ fees and expenses), arising out of a third party claim related to: (i) any content or materials furnished by Client, Client Affiliate, or Community Connect Sites for use in connection with any license or services provided under any Order; (ii) the acts or omissions of Client, Client Affiliates, and Community Connect Sites; or (iii) a breach by Client or Client Affiliate, of any of its representations and warranties set forth in this Agreement. 

    Vendor shall, at its sole cost and expense, indemnify and hold Client, its affiliates, and its and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all third party claims, losses, damages, judgments, costs and expenses (including attorneys’ fees and expenses), arising out of or related to a third party claim that any Content, Products, or Vendor’s trademarks infringe any third party's existing U.S. patent, copyright, or trademark. If such a claim is made or appears possible, or if in Vendor’s opinion, such a claim is likely to occur, Vendor may, at its sole option and expense, either (i) procure for Client or Client Affiliate the right to continue to use the materials in question; or (ii) modify or replace the infringing materials so that they become non-infringing as long as the functionality is not materially and adversely affected. If neither of the foregoing options is reasonably available then Vendor may terminate all applicable Order Forms, Statements of Work, and other similar documents executed hereunder. 

    Vendor will have no liability or obligation under this Section 11 for: (i) the combination or use of any Content or Products provided under this Agreement or with content, technology or other materials not supplied by Vendor; (ii) alteration, modification, misuse, or unauthorized use of any Content or Products provided under this Agreement; or (iii) Client’s, Client Affiliate’s, or Community Connect Site’s continued use of anything other than the then current release of the Content or Products. 

    With respect to a party's indemnification obligations hereunder, the indemnified party agrees to: (i) give the indemnifying party prompt written notice of any claim, action, suit or proceeding for which it is seeking indemnity; (ii) grant control of the defense and settlement of the action to the indemnifying party; and (iii) reasonably cooperate with the indemnifying party with respect to the defense of the action. The indemnified party may participate, at its own cost, in the defense and settlement of such action through counsel of its choice. 
     
  12. Limitations of Liability. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 OF THESE TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, LOSS OF USE OF EQUIPMENT OR LOST CONTRACTS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR COVER DAMAGES IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF VENDOR TO CLIENT UNDER THIS AGREEMENT, OR ANY MATTER RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY) SHALL BE LIMITED TO DAMAGES NOT TO EXCEED THE TOTAL AMOUNTS PAYABLE BY CLIENT OR CLIENT AFFILIATE TO VENDOR UNDER THE APPLICABLE ORDER FORM CONTAINING THE RELEVANT CONTENT, PRODUCT, OR SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGES, OR, IF THE ORDER FORM HAS NOT BEEN IN EFFECT FOR TWELVE MONTHS ON THE DATE OF THE EVENT GIVING RISE TO THE DAMAGES, THE AMOUNT PAYABLE BY CLIENT TO VENDOR DURING THE FIRST TWELVE MONTHS OF SUCH ORDER FORM. 
     
  13. General. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. Each party will be excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, epidemic, pandemic, earthquake, labor disputes and strikes, riots, war, acts or threats of terrorism and governmental requirements. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. This Agreement controls the actions of all party representatives, officers, agents, employees and associated individuals. The terms of this Agreement shall be binding on the parties, and all successors to the foregoing who take their rights hereunder. Neither party will assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without the other party’s prior written consent except to an Affiliate or pursuant to a transfer of all or substantially all of such party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Vendor may subcontract any of its rights or obligations under this Agreement or any Order Form, provided that Vendor shall remain directly responsible to Client and Client Affiliate for the performance of such services. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. All modifications to or waivers of any terms of this Agreement must be in a writing that is signed by the parties hereto and expressly references this Agreement. This Agreement shall be governed and interpreted for all intents and purposes by the laws of the State of New York, without giving effect to any conflict of laws principles therein. The parties hereby agree that the courts of State of New York shall have sole and exclusive jurisdiction over any proceedings initiated by either of the parties, and the parties hereby irrevocably waive any objections to the personal jurisdiction and venue of such courts, including any objections based on forum non conveniens. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement and constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. The terms on any purchase order or similar document submitted by Client or Client Affiliate to Vendor will have no effect and are hereby rejected. All notices, consents and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the applicable Order Form and are deemed delivered when received. To the extent there is a conflict between the express terms of These Terms and an Order Form, the terms of these Terms shall control unless the Order Form expressly states otherwise.