Glacial Peak Program Terms and Conditions

Welcome to our Glacial Peak Program Membership (“Membership”). These Terms and Conditions (“Terms”), together with the Sales Order, Terms and Conditions of Purchase, Service and Warranty Terms and Conditions, and Minimum Advertised Price Policy (collectively, “Agreement”), govern your (“you” “your” or “Member”) purchase of a Membership provided by R2 Technologies, Inc. (“us” “we” “our” or “R2”). These Terms apply to each Glacial Skin System (“Reference System”), Gloss Packs, Glide Packs, or Freeze Packs (Pack type is system dependent) (collectively, “Consumables”) and additional products we may release from time to time, whether included in your Sales Order, or requested and/or purchased by you in connection with your Membership later on (“Products”). The inclusion of a product within the definition of Products does not entitle Member to receive that product at no charge or as part of any Benefit; only the items expressly described as Benefits in Section 2 are included in the Membership Fee. By executing the Agreement or ordering, receiving, or using any Products in any way, you acknowledge that you are authorized and able to accept these Terms, and you have read, understand, and agree to be bound by these Terms.

1. Membership.

By entering into this Agreement, you become eligible for a Glacial Peak Program Membership. Your Membership provides access to exclusive Benefits, and the opportunity to purchase exclusive Products, as long as Member remains in good standing as stated within these Terms. Membership begins on the date set forth in the Agreement (“Effective Date”) and shall continue for the period of time specified in Section 7 (Membership Term and Termination) (“Membership Term”).

2. Benefits.

Benefits at a glance. The select Benefits shown below will have the following specifications if incorporated into your Membership:

2.1. Product Discounts.

Discounted pricing on your first order of a Glacial Skin System (“Preferred Pricing”) as reflected in the Sales Order.

2.2. Marketing Support.

Access to custom brochures with clinic contact information, digital marketing files and Canva social media templates.

2.3. Glacial Peak Consumables.

Access to orders from a suite of Consumables for direct delivery to Member on an “All You Can Treat” basis. “All You Can Treat” means Consumables sufficient to perform the treatments Member actually performs on the Reference System, as reflected in the system log records. “All You Can Treat” does not mean unlimited, and Member may not stockpile Consumables. Orders must be directed in writing to our support team via email at support@r2technologies.com for approval and processing. Your ordering, supply, and delivery of Consumables shall be limited to one month’s supply each month, as reasonably determined by the treatment data recorded in the system log records Member has provided. Ordering is limited to once every 15 days. R2 may deny, reduce, or delay any order that R2 reasonably determines exceeds Member’s treatment volume. If Member orders or receives Consumables in excess of the treatments Member performs, R2 may, at its option, require Member to return the excess Consumables at Member’s expense or charge Member for the excess Consumables at R2’s then-current list price. Consumables are for use solely with Member’s Reference System and may not be resold, transferred, or distributed to any third party. If R2 determines that Member has resold, transferred, or distributed any Consumables, R2 may charge Member a fee equal to two (2) times R2’s then-current list price of such Consumables and may suspend or terminate Membership, in addition to its other remedies. Member authorizes R2 to charge any Payment Method on file for amounts due under this Section. Expired or unused Consumables are not eligible for replacement, refund, or credit. In addition, Member may receive early access to purchase new and exclusive products, including Specialty Products (as defined in this Section 2), at prices set by R2, subject to availability at R2’s sole discretion without guarantees of any kind. Early access is a right to purchase only and does not entitle Member to any product at no charge.

2.4. Practice Locator Priority.

Access to preferred locator listing placement.

2.5. Shipping.

Access to free ground shipping on approved orders of Consumables and is dependent on Membership Level achieved. Alternative shipping methods shall be processed upon direct request only, and Member agrees to bear any associated fees and costs for such alternative shipping methods. For clarity, free shipping does not apply to Glacial Skin systems purchased. Any free or discounted shipping offered on Specialty Products is promotional, applies only to the offer in which it is stated, and does not create an ongoing Benefit.

2.6. Peak Assurance.

Access to extended warranty coverage on the Reference System as specified within our Service and Warranty Terms and Conditions.

2.7. Specialty Products.

From time to time, R2 may offer co-branded, collaboration, third-party, or other specialty products, kits, or treatment protocols, including products that contain a Glacial Skin treatment card, tip, or other component (“Specialty Products”). Specialty Products are not Consumables, are not included in the Membership Fee or the All You Can Treat benefit, and are available only for separate purchase at the prices and on the terms R2 specifies at the time of offer. Any Glacial Skin component included in a Specialty Product is sold as part of that Specialty Product and does not count toward or substitute for Member’s Consumables. Any discount, early access, free shipping, gift, or other promotion offered on a Specialty Product is a one-time promotional offer, applies only on its stated terms, and does not create a Benefit or modify these Terms. R2 may change, limit, or discontinue any Specialty Product or promotion at any time. Any portion of a Specialty Product manufactured by a third party is subject only to that manufacturer’s warranty, if any, and R2 makes no warranty with respect to it. Member shall use Specialty Products only in accordance with the applicable manufacturer instructions and R2 protocols.

3. Benefits Eligibility.

Eligibility to receive Benefits is conditioned upon maintaining Membership in good standing which includes, but is not limited to: (i) making timely and full payments based on the payment schedule as described within these Terms, and (ii) R2 must have received the log data from Member within the 90 day period prior to the conclusion of each Calendar Quarter (as defined in Section 9.3). R2 has unilaterally adopted the Minimum Advertised Price Policy attached as Exhibit C (“MAP Policy”). R2 does not seek or accept any agreement or assurance from Member regarding the MAP Policy, and whether to follow it is entirely within Member’s discretion. However, R2 may, in its sole discretion, suspend or withdraw any or all Benefits for any Member that R2 determines has advertised pricing below the MAP Policy. At all times, Member will be personally responsible for the use and any actions tied to the Membership.

4. Third Parties.

When using Products or Benefits, including Specialty Products and any third-party services that interact with your Membership, you agree to comply with any additional third-party terms applicable to them. Where these Terms conflict with any such third-party terms, the more restrictive terms shall apply.

5. Limited Right; No Sharing; No Third-Party Beneficiaries.

During the Membership Term, Member has a limited, non-exclusive, non-transferable right to access Products and Benefits. No right, title, or interest shall be transferred to Member. Membership and any Products or Benefits accessed through and included herein are for commercial use only and may not be shared with any person or entity. Redistribution of Products is expressly prohibited. By agreeing to these Terms, Member represents and warrants that Member will not engage in any activity or conduct that will jeopardize the integrity of the Products, including, without limitation: (a) redistributing Products to others for commercial gain; (b) providing unauthorized access to Products or Benefits to non-members; (c) interfering with another party’s use of Products or Benefits; or (d) representing yourself as an agent or representative of R2. Nothing in these Terms confers any right or remedy on any person other than Member and R2.

6. Acknowledgement.

All Benefits shown in the Sales Order are part of these Terms, and R2 reserves the right to modify any Benefits, at any time, in our sole discretion, including discounted amounts and eligibility used to determine such benefits. Promotional offers, marketing communications, and announcements of new products do not modify these Terms or create additional Benefits unless R2 expressly designates them as Benefits in writing. Membership Pricing. Membership pricing is $1,000.00 per month (“Membership Fee”). Members may be awarded discounts following the Maturity Date as described under Sections 8 and 9, or as otherwise stated within the Agreement.

7. Membership Term and Termination.

This Agreement commences on the Effective Date and continues until all Memberships hereunder have expired or have been terminated. The Membership Term shall be as specified in the applicable Agreement. Except as otherwise specified in the Agreement, Membership will automatically renew for additional one-year terms as provided in Section 13 unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current Membership Term. R2 may give such notice by email. Member must give such notice as a Notice in accordance with Section 24.6. Member may not cancel a Membership during the Membership Term. R2 reserves the right to suspend or terminate Membership for any reason whatsoever. Member acknowledges and understands that if Membership has been suspended or terminated, Member may not regain access to the Membership or any Benefits unless written consent is approved by an authorized R2 representative. Also, and without limiting R2’s other rights or remedies, if R2 believes that Member has violated these Terms, we may determine that any Products or Benefits due to Member, if any, will be forfeited, disgorged, or recouped. Upon termination of your Membership, any licenses and rights granted to You under these Terms shall automatically terminate. Your obligation to make payments will survive any termination of these Terms.

8. Membership Levels.

8.1. Discounts.

Following the Maturity Date of the Agreement (defined as the end of the Glacial Peak Program period stated on the face of the Sales Order, which may be the first, second, or third anniversary of the Effective Date) (“Maturity Date”), Member will automatically be awarded discounts based on the Membership Level achieved. All Other Listed Benefits: All other benefits (including but not limited to, Glacial Gear Dollars), will be earned throughout the entire membership. Membership levels are described below:

9. Measurement Period.

9.1. Recurring Customers.

Customers who have maintained Membership for a minimum of six (6) months following the Installation Date (defined as the date training is provided to the Member by an official R2 employee) shall be classified as Recurring Customers. Membership Discounts for Recurring Customers shall be determined through a quarterly review of the average number of monthly treatments over the preceding twelve (12) months. Members purchasing multi-year Membership terms on initial purchase cannot earn discounts over the entire Membership period. For clarity, only the 12 preceding months from the Maturity Date of the Agreement will be counted toward discount awards.

9.2. New Customers.

Customers without prior treatment history (“New Customers”) shall initially be assigned to the Glacial Peak level. A performance review to determine Membership Level eligibility shall occur six (6) months post-Installation Date.

9.3. *Application of Discounts.

Discount earned is based on the number of treatments performed in a calendar month. Renewal discount shown is representative and assumes Member attains stated treatment average for the entire Membership Term. For clarity, for discount calculation, Membership Term is further defined to include up to a maximum of 12 months, calculated retroactively from the Maturity Date. However, discount is aggregated quarterly (based on a calendar quarter (“Calendar Quarter”), defined as January 1 – March 31, April 1 – June 30, July 1 – September 30, October 1 – December 31) based on the Membership Level attained in the associated quarter and may be greater than, or less than, amounts shown. For clarity, should Member achieve the following Membership Levels, the discount calculated as shown will be applied evenly over the following Membership Term.

Discounts are earned annually and shall become redeemable upon the Member’s auto-renewal of the Membership. Earned discounts have no cash value, are non-transferable, and are forfeited if the Membership does not renew or is terminated.

10. Glacial Gear Redemption.

Members shall be eligible to earn Glacial Gear Dollars on a quarterly basis as shown above. The total value of Glacial Gear Dollars earned shall be aggregated annually and shall become redeemable upon the Member’s auto-renewal of the Membership. Glacial Gear Dollars have no cash value, are non-transferable, may be redeemed only for items R2 designates, and are forfeited if the Membership does not renew or is terminated.

11. Certification Program.

Member agrees to initiate R2’s Certification Program (“Program”) within thirty (30) days from delivery of the Reference System (“Start Date”). The Program must be completed within three (3) months of the Start Date for Membership to remain in good standing.

12. Payment.

12.1. Payment Method.

To maintain Membership in good standing, Member must provide one or more valid and accepted methods of payment (“Payment Methods”). Payment is due monthly on the first (1st) day of each month. If the Effective Date begins in the middle of a month, payment will be prorated accordingly. Failure to make a payment as required by these Terms, or if Member becomes delinquent in the payment of any sums due, then Member authorizes R2 to charge any Payment Method on file for the full amount due R2 following the day payment became delinquent in addition to pursuing any other remedy to which R2 may be entitled in law or equity. Member remains responsible for any uncollected amounts. If payment of the Membership Fee is not successfully settled due to expiration, insufficient funds, or otherwise, R2 may suspend Membership and Benefits until R2 has successfully charged a valid Payment Method. Suspension does not relieve Member of its obligation to pay Membership Fees. All Membership Fees associated with Membership are non-refundable.

12.2. Third-party fees.

For some Payment Methods, the issuer may charge certain fees, including but not limited to foreign transaction fees or other fees relating to the processing of the Payment Method. R2 is not responsible for issuer charged fees.

12.3. Preferred Pricing.

Member acknowledges and agrees that by entering into this Agreement, Member is receiving Preferred Pricing on the Reference System as a condition to maintaining good standing and making full and timely monthly recurring payments on their Membership Fee for the duration of the Membership Term. If Member’s payment is interrupted at any point during the Membership Term, and/or if such interruption is not corrected and paid in full within fifteen (15) days, Member will be in breach of the Agreement. Upon breach, the Preferred Pricing on the Reference System is forfeited, and Member will be obligated to pay R2 the difference between the Preferred Pricing and R2’s list price of the Reference System in effect on the Effective Date within thirty (30) days of default, and no refund will be due Member regardless of Member’s eligibility for a Membership re-enrollment. Member will not be eligible to re-enroll in another Membership for ninety (90) days.

13. Continuation.

Unless either party gives notice of non-renewal in accordance with Section 7, your Membership will automatically renew and continue for successive one-year terms at the end of each Membership Term per Reference System, and each renewal term is a Membership Term. The Membership Fee for each renewal term will be R2’s then-current Membership Fee (“Glacial Peak Pricing”), less any renewal discount Member has earned under Sections 8 and 9. R2 may change the Glacial Peak Pricing for any renewal term by notice to Member (email acceptable) at least ninety (90) days before the end of the then-current Membership Term. Absent such notice, the Glacial Peak Pricing for the renewal term will be the undiscounted Membership Fee in effect for the expiring Membership Term. Membership Fees for each renewal term are payable monthly in accordance with Section 12.1 and will be charged automatically to your Payment Method on file. Member may not cancel a Membership during the Membership Term. Member agrees to a monthly recurring payment charged to their Payment Method on file, accepts responsibility for all recurring charges, and agrees that their Membership will continue and automatically renew unless non-renewed in accordance with Section 7 or terminated by R2.

14. Indemnification.

Member agrees to indemnify, defend, and hold harmless R2, its parents, subsidiaries, affiliates, directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors, or other representatives of each of them and all of their successors and assigns (collectively, the “indemnitees”) from and against all claims, costs (including legal fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with your use or misuse of the Products, including Specialty Products (including without limitation use of your membership, whether or not authorized by you). R2 retains the right to assume the exclusive defense and control of any claim supporting indemnification. In such cases, you agree to cooperate with us to defend any such claim. You will not settle any claim covered by this section without our prior written approval.

15. Intellectual Property.

All Products, and Services, including without limitation all text, graphics, digital assets, designs, symbols, or “look and feel,” as well as derivative works (“Branding”), are licensed to or owned by R2 or its licensors. All trademarks, logos, and service marks (“Trademarks”) (together with Branding, “IP”) forming part of the Branding, including the names of any Products, Benefits, systems, Consumables, or related materials, are registered and unregistered Trademarks of R2, its licensors, or others. Member agrees not to publish, modify, sell, transfer, create derivative works of, or in any way exploit any IP, and Member understands these Services should not be construed as granting any license or right to use any of the IP displayed on the Services without the written permission of the party that owns said IP. Misuse of any Trademark displayed on the Service, any Content, or any applicable copyright, trademark, patent, or other intellectual property restrictions is strictly prohibited.

16. Disclaimers and Warranties.

16.1. Disclaimer of Warranties.

Products are provided to you on an “as is” basis and without any warranties, expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. R2 makes no warranties that the Products will meet your expectations or requirements. At all times, R2 will not be responsible or liable for any damage, loss, or injury related to the Products, except as detailed in our Service and Warranty Terms and Conditions.

16.2. Member Warranties.

You represent and warrant to us that (i) you have the right, authority, and capacity to agree to these Terms, and register for a Membership; (ii) you will comply with these Terms; and, (iii) all information you supply to us, is complete, accurate, and current. You understand and agree that knowingly submitting incomplete or inaccurate information or failing to update and maintain current, complete, and accurate information, including a valid Payment Method on your account, may result, without limitation, in immediate termination of your Membership and forfeiture of Benefits.

17. Dispute Resolution.

17.1. Dispute.

“Dispute” means any dispute, disagreement, action, controversy, or the broadest meaning possible allowable under the law, between you and R2 regarding these Terms or any Products available to you by us. If a Dispute arises, you agree to send a written Notice to R2, setting forth the name, address, and contact information of the issuing party, all underlying facts related to the Dispute, and the relief sought. You agree to attempt to settle any Disputes and negotiate in good faith within sixty (60) days from the date Notice is sent.

17.2. Arbitration.

Any controversy or claim arising out of or relating to these Terms, or its breach, for which no settlement is reached within sixty (60) days from the date a Dispute Notice is sent shall be subject to binding arbitration in Miami-Dade County, Florida, under the then-current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with such Rules. The arbitrator shall issue a written report to the parties detailing the basis of any arbitration award. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Subject to the parties’ obligation to submit disputes to binding arbitration in accordance with this paragraph, the Florida state courts of Miami-Dade County, Florida (or if there is federal jurisdiction, the United States District Court for the Southern District of Florida) have exclusive jurisdiction and venue over any dispute arising from or related to these Terms. Member hereby, irrevocably, consents to the jurisdiction of such courts and waives any objection thereto.

17.3. Injunctive Relief.

Member acknowledges that we would be irreparably harmed and would have no adequate remedy at law in the event of a breach of these Terms. Accordingly, in addition to any other remedy available at law, both Parties consent to the entry of a temporary restraining order, injunction, or other similar order or action of any judicial authority, without the necessity of posting a bond, to enforce the provisions herein. Notwithstanding the foregoing, neither party shall be precluded, at any time, from seeking injunctive relief or other provisional relief or submitting any decision of an arbitrator reached in accordance with these Terms, in any court of law in connection with the enforcement of such party’s intellectual property rights.

18. Language.

All hearings, proceedings, and written and oral submissions made concerning the Arbitration shall be in English, and no translation of these Terms shall govern over the original English version. You and R2 further agree the arbitration provisions of these Terms shall be interpreted in a non-restrictive manner.

19. Costs.

The costs of administering the Arbitration (including any and all applicable arbitration fees) shall be borne equally by the parties, and, except as provided in Section 27 (Attorneys’ Fees) of the Terms and Conditions of Purchase, each party further agrees to pay their own expenses (including attorney’s fees and costs) concerning their participation in the Arbitration.

20. Equitable Relief.

You agree and acknowledge that any breach or threatened breach of these Terms will result in irreparable harm to R2, for which there may be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event, we shall be entitled to seek injunctive relief, without needing to post a bond and without having to establish actual damages resulting from a breach, to seek appropriate equitable remedies as a result of your violation of these Terms.

21. Confidentiality.

You agree to maintain the confidentiality of all aspects regarding any Arbitration proceedings entered into between the parties. As such, you may not, without written permission from R2 in each instance, disclose our confidential information (other than as required to fulfill your obligations hereunder or as may be required by any applicable law, rule, or regulation, such as a subpoena or other valid discovery request). The term “confidential information” shall not include information that is either: (i) in the public domain; or (ii) independently discoverable without violating any confidentiality or other obligation of any kind to any individual or entity. To the extent that confidential information is required to be provided to an affiliate or other third party to effectuate these Terms, including without limitation any arbitrator or other individual involved in an Arbitration conducted hereunder, such third party must first agree to be bound by the same confidentiality provisions set forth herein.

22. Binding Arbitration.

By accepting these terms, you agree to be bound by binding arbitration. You understand and acknowledge that you are waiving certain rights and protections that may otherwise be available via litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, rights of appeal, the right to act as class member or representative proceeding, and the right to invoke formal rules of procedure and evidence.

23. Limitation of Liability.

You agree that to the fullest extent permitted by law, neither we nor our parents, subsidiaries and affiliates will be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, directly or indirectly related to: (i) the Products; (ii) the use or inability to use the Products; (iii) unauthorized access to your Membership; (iv) any actions we take or fail to take as a result of communications you send to us; (v) incorrect, stolen, invalid or inaccurate information; (vi) human errors; (vii) shipping delays and third-party handling; (viii) technical malfunctions; (ix) any loss, injury or damage, including without limitation to equipment, or any death, personal injury or property damage; (x) data that is processed late or incorrectly or is incomplete or lost, and typographical, printing or other errors, or any combination thereof; (xi) any action taken in connection with an investigation by R2, law enforcement or government authorities pertaining to your use of the Products; or (xii) any other matter relating to the Products. To the maximum extent permitted by law, our maximum liability to you for any cause, damage, or loss that is in any way connected to your use of the Products, shall in no event exceed $100.00 regardless of any additional claims. Some jurisdictions do not allow exclusions or limitations of certain warranties or liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

24. Miscellaneous.

24.1. Construction.

The headings used herein are for convenience only, do not constitute a part of the Agreement and Terms, and shall not be deemed to limit or affect any of the provisions herein. The use of any gender herein shall be deemed to include the other gender and the neuter, as required by the context. Whenever used herein, any pronoun or defined term will be deemed to include both the singular and plural, as the context requires. The Agreement and Terms will not be construed against or interpreted to the disadvantage of R2 by reason of us having structured, initially prepared, or drafted these Terms or any agreements, instruments, or other documents executed in connection herewith. Member acknowledges that they have had access to legal counsel in connection with the negotiation, documentation, and execution of this Agreement and any agreements, instruments, or other documents executed in connection herewith.

24.2. Modification.

No Terms may be amended or modified unless the amendment or modification is agreed to in writing and signed by an authorized representative of R2.

24.3. Governing Law.

These Terms and all matters arising out of or relating to the Agreement shall be construed, and the respective rights and duties of Member shall be determined, according to the laws of the State of Florida, without regard to conflicts of laws or any principles that would result in the application of a different body of law. The UN Convention on Contracts for the International Sale of Goods is hereby expressly excluded and shall not apply to these Terms. At all times, any translated versions of these Terms or any other terms or policies from us will be for informational purposes only, and the most up-to-date English version will govern.

24.4. Non-Disparagement.

Member shall not make, publish, or communicate to any person or in any public forum any comments or statements (written or oral) that denigrate or disparage or are detrimental to, the reputation or stature of R2 or its businesses or any of its employees, directors, and officers, and existing and prospective Members, suppliers, investors, and other associated third parties.

24.5. Compliance.

Member shall comply with all applicable international, national, state, regional, and local laws and regulations with respect to their performance of the Agreement. Member agrees to adhere to all applicable US Export laws and regulations with respect to the products.

24.6. Notices.

You agree to receive notice from us from time to time, which will all be deemed received upon the date and time they were sent. Notices may cover important information about your Membership, Products, or any additional information as required by law via email to the address that you specified in the Sales Order or any other address in our records or that is publicly available for you. Any notices, requests, consents, claims, demands, waivers, summons, legal processes, or similar types of communications to R2 (“Notice”) must be in writing and addressed to R2 via email at support@r2technologies.com and sent by mail to the address set out by us in the Agreement. Mail Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid).

24.7. Severability.

If any provision of these Terms is, for any reason, invalid and/or unenforceable, as determined in an appropriate Court of proper jurisdiction, the remaining provisions shall continue to be valid in full force and effect. Member agrees to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision that most closely approximates the intent and economic effect of the invalid and/or unenforceable provision and shall be interpreted most favorably, when possible, to the benefit of R2.

24.8. Waiver.

No forbearance by R2 with respect to any default by Member will constitute or be deemed a waiver unless such waiver is in writing and signed by an authorized representative from R2. No waiver of any default will constitute or be deemed a waiver of any future default or performance or a waiver of default or performance under another provision of these Terms. Failure of R2 to insist on strict compliance with any of the terms, covenants, and conditions of the Agreement and Terms will not be deemed a waiver by R2 of such terms, covenants, and conditions or of any similar right or power hereunder.

24.9. Successors and Assigns.

These Terms shall bind and inure to the benefit of and be enforceable by you, us, and our permitted successors and assigns (including personal representatives, heirs, and legatees). We may assign these Terms, in whole or in part, without notice at any time. You may not assign, transfer, or delegate any or all of your rights or obligations herein, including the Membership, Products, and Benefits, without the prior written consent of R2. We may assign this Agreement without Member’s consent to an affiliate or if the assignment is carried out as part of a merger, restructuring, reorganization, or sale or transfer of all or substantially all of our assets. None of our rights or remedies shall be exclusive of any other, including without limitation damages, injunctive relief, attorneys’ fees, and expenses. Any attempted assignment, transfer, or other conveyance by Member in violation of this provision will be null and void.

24.10. Force Majeure.

We will not be liable for delays or failure in performance resulting from acts beyond our control, including, but not limited to, power failures, hurricanes or inclement weather, traffic, banking delays, governmental shutdowns, pandemics, or other unexpected acts of nature. Our performance in such circumstances will be suspended for the period of the delay. Where it is reasonably foreseeable that the delay will be indefinite, then the terms which cannot be performed will be deemed invalid and severed. R2 will be excused from performing based on frustration. R2 bears no responsibility for suspension, severance, or other delays of material provisions to this Agreement, which result from the types of unexpected acts detailed herein.

24.11. Survival.

All applicable terms, including those related to dispute resolution, confidentiality, and intellectual property, are to be performed and continue beyond the expiration or termination of your Membership and these Terms.

24.12. Interpretation.

For purposes of the Agreement and Terms, (i) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; (iii) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to the Agreement and Terms as a whole; (iv) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (v) words denoting any gender include all genders. The Parties drafted the Agreement and Terms without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

24.13. Entire Agreement.

The Agreement, including these Terms, constitutes the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous communications, arrangements, understandings, negotiations, and discussions, whether electronic, oral, or written, between you and R2. You may not modify the Agreement or Terms in any way, and only R2 shall have the authority to modify the Agreement and Terms as it deems appropriate. No representation, inducement, or promise has been made or relied upon by either Party unless expressly set forth herein.

24.14. Order of Precedence.

In the event of any conflict between these Terms and the Terms and Conditions of Purchase, these Terms control with respect to the Membership, Benefits, Membership Fees, and Specialty Products, including Section 23 (Limitation of Liability) for claims relating to them, and the Terms and Conditions of Purchase control with respect to all other matters.