Terms And Conditions

The following terms and conditions (“Advertiser Terms and Conditions”) govern the placement and delivery of advertising (“Ad”) as set forth in the mutually agreed insertion order that incorporates these Advertiser Terms and Conditions (each, an “Insertion Order”). The Advertiser Terms and Conditions and any associated Insertion Order or Insertion Orders are collectively referred to herein as the “Agreement”.

This Agreement is entered by and between GlassView, LLC , a company incorporated in Delaware in the United States with registered number 4325125 and whose registered office is 777 Main Street, Suite 600, Fort Worth, TX 76102 (“GlassView”) and the company named as advertiser in the Insertion Order (“Advertiser”) and the agency listed in the Insertion Order for such Advertiser (“Agency”), if any.

Additionally, this Agreement will benefit and may be performed by any affiliate of GlassView (each, a “GlassView Affiliate”).

For the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, GlassView, on the one hand, and the Advertiser and/or Agency, on the other hand, agree as follows:

1. Invoices

Invoices will be sent by GlassView at such times as provided in the Insertion Order, or otherwise from time to time according to GlassView’s normal billing procedures. Invoices will be sent to the billing address of the Advertiser or Agency, as applicable and as set forth in the Insertion Order. Failure by GlassView for whatever reason to send a timely invoice will not affect Advertiser’s obligation to pay for any Ads placed in accordance with the Insertion Order.

2.Terms of Payment

Payment is due within thirty (30) calendar days following the date of invoice, unless GlassView expressly agrees otherwise in the Insertion Order. Payment not made within five (5) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by GlassView shall be borne by the Advertiser. The Advertiser shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Agreement, except for taxes on GlassView’s income. Notwithstanding any other provision herein, unless otherwise specifically provided in an applicable Insertion Order, Agency or Advertiser must raise any disputes about an invoice or request for adjustments within 30 days of receipt of the invoice (the “Claims Period”), or the invoice shall be deemed correct and final and all disputes shall be deemed waived. If Agency or Advertiser does dispute any fees in good faith and provides relevant data that substantiates the dispute prior to the end of the Claims Period, Agency shall pay the undisputed fees by the due date and GlassView will review the dispute and relevant data in good faith. Media Company’s determination and resolution of the dispute shall be final and binding.

3.Payment Liability

GlassView will hold Agency and Advertiser jointly and severally liable for payment obligations and other obligations hereunder, provided that if this Agreement is executed directly and solely by Advertiser, all obligations of Agency shall be deemed obligations of Advertiser. Should sums not have been cleared to Agency, Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Agency shall provide to GlassView written confirmation of the relationship between Agency and Advertiser. Such confirmation will include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the Insertion Order and confirm these Advertiser Terms and Conditions. In addition, upon the request of GlassView, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the Insertion Order. Agency’s credit is established on a client-by-client basis. GlassView shall have the right to reassess the Agency’s credit to the extent Agency fails to clear the Advertiser’s proceeds including in relation to the credit of other advertisers’ that may be represented by such Agency. If Advertiser’s or Agency’s credit is or becomes impaired, GlassView may require payment in advance.

4.Delivery of Advertising Materials

The Advertiser will, at its sole cost and expense, create and deliver all video, rich media creative and/or other advertising materials required for any Ad (“Advertising Materials”) according to technical specifications provided by GlassView or GlassView Affiliates. With limited exceptions, such Advertising Materials will be served or displayed by a video or rich media content player which is proprietary to GlassView (“GlassView Players”). The Advertiser may delegate such obligations to Agency, but shall remain responsible for the Advertising Materials delivered. If the delivered Advertising Materials do not conform to GlassView’s technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then GlassView, in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; in any case, GlassView may begin to charge the Advertiser on the Insertion Order start date on a pro rata basis based on the full Insertion Order for each full day the Advertising Materials are not received.

Advertiser, Agency, and all Ads and Ad Materials shall further comply with all advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with GlassView’s public image, community standards regarding obscenity or indecency, other editorial or advertising policies, and Advertising Materials due dates (the “Policies”).

5.Advertiser and Agency Representations and Warranties

The Advertiser and Agency on its behalf are solely responsible for (a) the content of Ads and Advertising Materials, (b) any websites or other content proximately reachable from the Advertising Materials and Advertiser services and products(“Linked Content”); and (c) any liability arising from or relating to (a) or (b). The Advertiser represents and warrants that Advertiser, Agency, and any part of the Ad, Advertising Materials or Linked Content will not: (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition, any Policy, or any applicable third-party terms and conditions; (iii) be defamatory or libelous; (iv) be pornographic or obscene; or (v) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. The Advertiser and Agency listed on its behalf further represent and warrant that the product or service that is being promoted through any campaign hereunder is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities. Further, Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Advertiser Terms and Conditions and the Insertion Order, and that all of Agency’s actions related to these Advertiser Terms and Conditions and each Insertion Order will be within the scope of such agency, and Agency will defend, indemnify, and hold harmless GlassView, GlassView Affiliates and its and their affiliates and representatives from claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from Agency’s alleged breach of the foregoing sentence. GlassView reserves the right to reject or remove the placement of any Ad (or any part of any associated Advertising Materials) or URL link embodied within an Ad at any time in the event GlassView determines in its sole reasonable discretion that such Ad or Linked Content does not meet its standards or comply with the Insertion Order or with any applicable law, rules, regulation, industry guidelines or policies, or other judicial or administrative order, or that such Ad (or associated Advertising Materials) or Linked Content is unlawful or inappropriate or may tend to bring, disparagement, ridicule, or scorn upon GlassView or any of the GlassView Affiliates or any of the publishers or their sites in the GlassView publisher network. GlassView also reserves the right to demand third party verification for any claims made in any Ad and to terminate this Agreement in the event that such verification is not promptly provided or is unsatisfactory, in GlassView’s sole discretion. Notwithstanding any other provision herein to the contrary, Advertiser and Agency agree and acknowledge that GlassView shall have the right to immediately cancel or suspend any Insertion Order without written notice in the event that GlassView determines that a breach of this Section 5 has or may occur or that continued performance hereunder may violate applicable law.

6.License

For the term of this Agreement, the Advertiser hereby grants to GlassView and any and all GlassView Affiliates and its and their Third Party Publishers (as defined below) and other partners in the GlassView publisher network (the “GlassView Publisher Network”) a non-exclusive, royalty-free, worldwide license to use, perform, copy, distribute and display any Ad (and associated Advertising Materials and Linked Content) as necessary to perform hereunder and GlassView may (but shall be under no obligation to) modify Ads as necessary, with Agency/Advertiser permission to ensure compliance with any Policies or to otherwise ensure the Ads comply with the GlassView technical specifications and requirements. Without limiting the foregoing, Advertiser and Agency acknowledge that GlassView and GlassView Affiliates may distribute and place Ads across a blend of third party online media to deliver mass reach, response and niche contextual placements including but not limited to branded websites and blogs, gaming, widgets and similar applications on social networking platforms such as Facebook, mobile apps, devices and similar environments, rewarded entertainment and e-retail sites, and video and rich media search engines (collectively, the “Third Party Publishers”), and the rights granted hereunder shall cover and permit any and all such channels and uses (which shall be deemed to be part of the GlassView Publisher Network). Where Ads are placed on Third Party Publisher properties (the “Third Party Properties”), Agency and Advertiser understand and agree that: (a) GlassView is not the Ad publisher, but rather is responsible for placement of the Ads, (b) the Third Party Properties are owned by the Third Party Publishers; (c) the Third Party Publishers may accept or reject Ads at their discretion (and GlassView is not responsible for rejection of an Ad), (d) Ads placed on Third Party Properties may be subject to additional terms and conditions as are imposed by Third Party Publishers, and such terms and conditions shall be deemed part of the Policies as defined herein; and (e) GlassView is not responsible for the acts or omissions of Third Party Publishers.

Further, Advertiser and Agency acknowledge that GlassView and GlassView Affiliates may use, perform and display Ads on its GlassView Players and, on occasion, via third party players used by certain Third Party Publishers in the GlassView Publisher Network. Title to and ownership of all intellectual property rights of any Ad and associated Advertiser intellectual property shall remain with the Advertiser or its third party licensors. In addition, the Advertiser agrees that GlassView and the GlassView Affiliates may, during the term of this Agreement and thereafter, include the Advertiser’s name (including any trade name, trademark, service mark and logo), any Ad provided hereunder, and descriptions of campaigns run pursuant to this Agreement, on GlassView’s or any GlassView Affiliate’s customer list, in marketing materials and sales presentations, and in connection with other advertising and promotional activities.

7.Reporting; Tracking

GlassView will provide Advertiser and/or Agency with reporting (as determined by GlassView in its sole discretion), including delivery of the Ads being placed according to the Insertion Order (the “Reporting”). Reporting on performance and delivery, including without limitation views or engagements of Ads, will be provided by GlassView based on its numbers and measurement processes as determined in its sole discretion, and Reporting will also be used for invoicing advertising fees under an Insertion Order (“Controlling Measurement”). Once GlassView has provided the Reporting via campaign reports provided by the account management team or on the social video platform, Agency and Advertiser are entitled to reasonably rely on it, subject to provision of GlassView ’s invoice for such period. The Advertiser or Agency may, at its or their cost, use a third party to track an Ad (“Third Party Tracking Mechanism”) upon GlassView’s prior written consent, which shall be given or withheld in GlassView’s sole discretion. GlassView may condition any such consent upon Advertiser or Agency agreeing to use an established and reputable Ad Tracking Mechanism, which GlassView may approve in its sole determination. Subject to the terms of Section 2, if the Controlling Measurement is higher than the measurement by such the Third Party Tracking Mechanism by more than 10% over the invoice period, the parties will facilitate a good faith reconciliation effort between the Controlling Measurement and the Third Party Tracking Mechanism measurement. Subject to the terms of Section 2, of the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, the Advertiser or Agency’s sole right and remedy shall be either to (a) consider the discrepancy an under-delivery to be remedied by a makegood flight, where delivery of such makegood will be measured by such third party ad tracking mechanism, or (b) pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.

Agency and Advertiser acknowledge and agree that all Reporting is aggregated and deidentified. Agency and Advertiser shall ensure that any Reporting remains aggregated and deidentified, and Agency and Advertiser (i) shall make no attempt to re-identify or infer any information or data relating to any data subject to whom such information relates, (ii) shall publicly commit to maintaining and using such information without attempting to re-identify it, and (iii) shall take reasonable measures to prevent such re-identification.

8.GlassView’s proprietary social video platform

GlassView ’s proprietary social video platform, the GlassView Origin Neurometric Optimization Platform (the “Platform”) is accessible via a Web gateway page at its www.GlassView.com site (or at such other URL as GlassView may designate). To access it, Advertiser, any listed Agency (if any) and its or their representatives may be required, individually or as a group (as specified by GlassView ’s sole discretion), to create and use a log-in ID and password (“Log-In Information”). All Log-In Information shall be kept confidential and not shared with any third parties. Advertiser and Agency shall protect their Log-In Information and take full responsibility for their own, and third party, use of their accounts. GlassView has no obligation or responsibility with regard to use, distribution, disclosure, or management of Log-In Information or access and use of its proprietary social video platform.

As between GlassView and Agency/Advertiser, GlassView owns all right, title and interest in and to the Platform, GlassView Players, all other GlassView products and services (including without limitation GlassView, GlassView Effect, GlassView QuickDraw, and GlassView Origin Neurometric Optimization Tool and Dashboard) and all future developments and enhancements (including without limitation all intellectual property rights included therein) (collectively, the “GlassView Property”). Advertiser and Agency will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble, mishandle and/or misuse the GlassView Property or any portion thereof. Under no circumstances may Advertiser or Agency use the GlassView Property for benchmarking, gathering data on the performance of the GlassView Property or GlassView systems or competitive intelligence. Agency and Advertiser will not use the GlassView Property for its own benefit but solely for purposes of this Agreement

9.DISCLAIMER OF WARRANTIES

GLASSVIEW AND GLASSVIEW AFFILIATES PROVIDE THEIR SITE AND THE SITES OF ITS AND GLASSVIEW AFFILIATES’ PUBLISHERS AND OTHER PARTNERS IN THE GLASSVIEW PUBLISHER NETWORK, THE PLATFORM, THE GLASSVIEW PLAYERS, AND ALL OF ITS AND THEIR SERVICES, AS PERFORMED OR CONTEMPLATED HEREUNDER OR UNDER ANY INSERTION ORDER, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD OR GLASSVIEW PLAYER, GLASSVIEW’S AND ANY GLASSVIEW AFFILIATES’ SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS REASONABLY PRACTICABLE. EACH OF GLASSVIEW AND EACH GLASSVIEW AFFILIATE DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND WE HEREBY EXPRESSLY EXCLUDE ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW.

10.LIMITATIONS OF LIABILITY

IN NO EVENT SHALL GLASSVIEW OR ANY GLASSVIEW AFFILIATE BE LIABLE BE LIABLE UNDER THIS AGREEMENT WHETHER IN TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY INSERTION ORDER (EVEN IF GLASSVIEW OR SUCH GLASSVIEW AFFILIATE WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING). UNDER NO CIRCUMSTANCES SHALL GLASSVIEW AND GLASSVIEW AFFILIATES TOGETHER BE LIABLE TO THE ADVERTISER, AGENCY OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY THEM UNDER THE RELEVANT INSERTION ORDER IN RELATION TO WHICH SUCH LIABILITY AROSE. IN LIEU OF REFUND, GLASSVIEW AND/OR GLASSVIEW AFFILIATES SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING, IF THE “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED. ANY ACTION FOR DAMAGES AGAINST GLASSVIEW MUST BE BROUGHT WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE.

11.Termination

At any time prior to the serving of the first impression of the Insertion Order, the Advertiser may cancel the Insertion Order with 14 days prior written notice unless otherwise specified on the IO, without penalty. For clarity and by way of example, if the Advertiser cancels the Insertion Order 7 days prior to the serving of the first impression, the Advertiser will only be responsible for the first 7 days of the Insertion Order. Upon the serving of the first impression of the Insertion Order, the Advertiser may cancel the Insertion Order for any reason, without penalty, by providing GlassView written notice of cancellation which will be effective after the later of: (a) 14 days after serving the first impression of the Insertion Order; or (b) 7 days after providing GlassView with such written notice. In addition to any other remedies that may be available to it, GlassView may immediately terminate the Agreement in the event of any breach by the Advertiser or Agency of the representations and warranties contained herein or non-performance of any of its obligations hereunder. Notwithstanding anything to the contrary contained herein, these Advertiser Terms and Conditions shall continue in effect so long as there remains an active Insertion Order. Upon expiration or termination of this Agreement or in relation to any terminated or completed Insertion Order, the last sentence of Sections 1 and Sections 2, 3 and 5, the last sentence of Section 6, Sections 9 – 13, and 15-16, and any other provision of the Agreement which by its terms are intended or reasonably expected to survive, shall survive termination.

12.Indemnity

Each of the Advertiser and any Agency agrees to indemnify, defend, and hold harmless GlassView and GlassView Affiliates and its and their affiliates, directors, officers, agents and representative and its and their publishers and other partners in the GlassView publisher network for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Agreement by the Advertiser or Agency as applicable (including Advertiser’s and Agency’s representations and warranties and Policies herein), (b) the content or subject matter of any Ad, Advertising Materials, or Linked Content, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, or applicable third party terms, including without limitation relating to any end user or other data that it may collect or have collected in relation to the Ads placed according to the Insertion Order. GlassView agrees to indemnify, defend, and hold harmless the Advertiser for any claims, liabilities, costs and expenses (including reasonable legal fees) made against the Advertiser by a third party or parties as a result of acts of gross negligence or willful misconduct by GlassView.

13.Confidential information

“Confidential Information” shall mean any and all oral or written information that is identified as confidential or proprietary and information, which under the circumstances surrounding the disclosure, should be reasonably deemed confidential or proprietary, and is provided by one party to the other. e Advertiser, Agency, or GlassView shall not disclose or use the other party’s Confidential Information for any purpose other than the purposes contemplated by this Agreement, unless such disclosure or use is allowed by written permission of the other party. Notwithstanding any other provisions hereof, either party may disclose the other party’s Confidential Information to the extent required by applicable law, but only after five (5) business days prior written notification to the other party of such required disclosure (if such prior written notification is permitted). In the case of GlassView’s Confidential Information, each of Advertiser and Agency acknowledges that GlassView and GlassView Affiliates work with and will place the Ads on third party publishers’ websites and sub-networks within the GlassView publisher network. The identities of the publishers in the GlassView publisher network are considered GlassView’s and GlassView Affiliates’ Confidential Information, and each of Advertiser and Agency agrees not to disclose or use such proprietary information other than in connection with engaging and working with GlassView under this Agreement. Upon termination, cancellation or expiration of this Agreement for any reason, or upon request by either party, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or certified destroyed, except that the parties may retain any electronic versions of any Confidential Information of the other party solely for archival or litigation purposes, and the terms of this Section 13 shall continue to apply to such retained copies for so long as they exist. The Advertiser’s Confidential Information shall remain the property of the Advertiser, and GlassView’s Confidential Information shall remain the property of GlassView.

14.European Commission General Data Protection Regulations Compliance

GlassView complies with the EU General Data Protection Regulation 2016/679 (“GDPR”) together with any amending or replacement legislation, and any EU Member State laws and regulations promulgated or incorporated thereunder, and the UK Data Protection Act 2018 and the GDPR as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”). At GlassView, we invest great efforts in ensuring that our products and services adequately address legislative and regulatory requirements. Data protection and overall client trust in GlassView’s services continues to be of the highest importance to us. GlassView and the publishers on which campaigns are delivered on are in compliance with the rules outlined by GDPR and UK GDPR. More information about GlassView’s compliance can be found here.

15.Force Majeure

Excluding payment obligations, neither Agency nor Media Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure Event”). If Media Company suffers such a delay or default, Media Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Agency, Media Company will allow Agency a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Agency will have the benefit of the same discounts that would have been earned had there been no default or delay.

16.Miscellaneous

This Agreement, including these Advertiser Terms and Conditions and associated Insertion Order(s), sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Advertiser or Agency may grant approvals, permissions, extensions and consents by email, but this Agreement may only be amended or modified by a written addendum signed by both. No terms, provisions or conditions of any Agency/Advertiser purchase order, insertion order, acknowledgment or other business form that Agency/Advertiser may use or any handwritten changes by Agency/Advertiser will serve to alter or have any effect on the terms of this Agreement and shall not be otherwise binding on GlassView. This Agreement will be governed and construed in accordance with the laws of New York State in the United States. The Advertiser, Agency, and GlassView agree to submit to the exclusive jurisdiction of the courts of New York County, New York State in the United States. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Advertiser may not assign this Agreement without the prior written consent of GlassView. GlassView may freely assign this Agreement either (a) in whole or in severable part, to any GlassView Affiliate at any time without notice (including without limitation such that the assigning entity has no further rights and obligations and the assignee entity assumes all rights and obligations or such that both the assignee and assignor have full rights and obligations severally under this Agreement) or (b) in connection with any corporate reorganization, stock purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Advertiser Agreement. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns. GlassView Affiliates shall be third party beneficiaries under this Agreement including each Insertion Order and other than the GlassView Affiliates there are no third party beneficiaries. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. This Agreement may be executed by electronic signature (including click wrap) or by facsimile, and may be executed in counterparts.

Updated October 23, 2024