Terms of Sale - General Terms and Conditions of Sales and Services

These Avantade Services Terms (referred to as “Terms”) are between Avantade GmbH (“Avantade”), and the entity that registers an Account through the Avantade Platform (referred to as “Company” or “you”), and govern your use of the Avantade Services and Products. “Avantade” and “you” are each referred to as a “Party” and collectively referred to as the “Parties” throughout these Terms.

Please read these Terms and Avantade’s Privacy Policy carefully before accessing Avantade Services. If you or your Authorized Users do not agree to the following Terms or Avantade’s Privacy Policy, then please do not access or use the Avantade Platform or the Avantade Services. By accepting these Terms, you agree to open an Account on the Avantade Platform and to our services terms.

1. Avantade SERVICES

1.1 Avantade Services. Avantade offers a listing, rating, sales and sourcing platform for sustainable packaging solutions in form of a platform-as-a-service application (the “Avantade Platform”) that enables product designers, manufacturers, buyers and suppliers to manage find, develop, evaluate, sell or buy packaging, and associated services (collectively, the “Avantade Services”) as further described at https://Avantade.io/. The Company wishes to access the Avantade Platform to use the Avantade Services.

1.2 Avantade Users. The Avantade Services are available to various types of users (each, a “Avantade User”), including Avantade Users that formulate or market products (“Brands”), Avantade Users that are engaged by Brands to manufacture products (“Contract Manufacturers”), and Avantade Users that supply packaging products and associated materials (“Suppliers”). Avantade Users who are not Brands, Contract Manufacturers or Suppliers may be required to comply with additional requirements or terms as specified by Avantade to use the Avantade Services.

(a) Brand Terms. This paragraph applies if you are a Brand. After successfully establishing an Account on the Avantade Platform, you may provide Avantade with Brand and product information. You represent and warrant that all Brand and product information that you provide is accurate, complete and not misleading in any way. In order to enable certain features of the Avantade Services, you must first provide product information as may be required by Avantade. You do only retrieve information from Avantade, that is in direct need for your brand project. You do not pass on information retrieved from the Avantade Platform to any party external to your company, or your contract manufacturer related to the distinct brand project. For specific or customized projects that require your Brand information, you authorize Avantade to identify you as a Brand to Suppliers or Contract Manufacturers and to pass on any project specific documentation related to the project. (b) Contract Manufacturer Terms. This paragraph applies if you are a Contract Manufacturer. After successfully establishing an Account on the Avantade Platform, you may provide Avantade with trade material and product information. You represent and warrant that all project and product information that you provide is accurate, complete and not misleading in any way. In order to enable certain features of the Avantade Services, you must first provide product information as may be required by Avantade. You do only retrieve information from Avantade, that is in direct need for your project. You do not pass on information retrieved from the Avantade Platform to any party external to your company. (c) Supplier Terms. This paragraph applies if you are a Supplier. After successfully establishing an Account on the Avantade Platform, you may provide Avantade with information about your company or products, which may include the following information: company description, product images, product details, technical drawings, prices, marketing information, certifications, safety data, and any other information (each, a type of “Supplier Information”). You represent and warrant that all Supplier Information will at all times be accurate, complete and not misleading in any way. You are not obligated to provide all forms of Supplier Information to access the Avantade Services; however, your experience with other Avantade Users may be impacted by the amount of Supplier Information that you provide, and Avantade may limit or suspend your access to the Avantade Services if you fail to provide requested information, or if you provide inaccurate, incomplete or misleading information. All information that is not publicly available, can be retrieved from the Avantade Platform according to your choice, by written request to Avantade with a notice period of 10 open days.

1.3 Establishing Accounts. In order to access the Avantade Services, you must create a Avantade User account (an “Account”) through the Avantade Platform. As part of the registration process, you may enable your Authorized Users to create separate Accounts. You are responsible for verifying that the information in each Account is accurate and up-to-date, and you are responsible for all activity occurring on Accounts registered by you or your Authorized Users. Avantade may refuse registration of an Account in its sole discretion. Avantade may provide onboarding materials to you and your Authorized Users at your request.

1.4 Modifications to the Avantade Services. Avantade reserves the right, at its sole discretion, to modify or discontinue some or all of the features offered by the Avantade Platform or the Avantade Services, without prior notice, including the right to add additional services and fees for use of the Avantade Services. If you do not accept the modifications, you may close your Account.

2. USE OF THE Avantade SERVICES

2.1 Access to the Avantade Platform. Subject to your continued compliance with the obligations of these Terms, Avantade grants to you a limited, non-perpetual, non-exclusive, worldwide, non-sublicensable, non-transferable, revocable right to access the Avantade Platform to use the Avantade Services in accordance with these Terms. You will not permit any person other than a Company employee to use the Avantade Services. You are liable for each Authorized User’s compliance with these Terms and use of the Avantade Services. Except as permitted by these Terms, you will not transfer, lease, distribute, assign or otherwise make available the Avantade Platform or Avantade Services to any third party. Avantade reserves the right to suspend Company’s access to the Avantade Platform if you, an Authorized User or an unauthorized third party uses the Avantade Services in an unauthorized manner or in breach of these Terms.

2.2 Restrictions on Use. You will comply with all applicable laws and regulations in your use of the Avantade Services. You will not, directly or indirectly:

(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Avantade Services or any software, documentation or data related to the Avantade Services (collectively, the “Software”); (b) modify, translate, or create derivative works based on the Avantade Services or any Software (except to the extent expressly permitted by Avantade); (c) use the Avantade Services in any manner that does or is likely to damage, disable, overburden or impair the Avantade Services, including by circumventing security-related features; or (d) access or use the Avantade Services in order to build a competitive service.

2.3 Security. You are responsible for maintaining the security and integrity of: (a) any equipment used to, access or use the Avantade Services; (b) Account usernames and passwords; and (c) any information that you obtain via the Avantade Platform. You will immediately notify Avantade of any unauthorized use of an Account or other security breach with respect to the Avantade Platform or Avantade Services.

2.4 Avantade Privacy Policy. The Avantade privacy policy identifies how Avantade collects, uses and discloses personal information. You agree to the terms of the Avantade Privacy Policy by using the Avantade Services.

2.5 Maintenance. Avantade will use reasonable efforts consistent with prevailing industry standards to maintain the Avantade Services in a manner which minimizes errors and interruptions. The Avantade Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Avantade or by third party service providers, or due to other causes beyond Avantade’s reasonable control. Avantade will use reasonable efforts to provide advance notice of any scheduled service disruption.

3. INTELLECTUAL PROPERTY RIGHTS; LICENSES AND DATA USE.

3.1 Avantade’s Ownership Rights. Avantade owns all right, title and interest, including all related Intellectual Property Rights, in and to the Avantade Services, the Avantade Platform and all of Avantade’s trademarks, service marks, copyrights, trade secrets, patents or designs, including any changes, corrections, bug fixes, enhancements, customizations, updates and other modifications. Except for the usage rights granted to you in Section 2.1, you have no right, license or authorization with respect to the Avantade Platform, Avantade Services and related materials. All other rights in and to the Avantade Platform and Avantade Services are expressly reserved by Avantade and its licensors. As used in these Terms, “Intellectual Property Rights” mean all patents, copyrights, trademarks, trade secrets, database protection rights, and moral rights, and any other intellectual property or proprietary rights created by applicable law.

3.2 Company Information. In your use of the Avantade Services, you may disclose or submit to the Avantade Platform data, information, prices or material related to you, your products, your customers or your customers’ products (collectively, the “Company Information”). You are solely responsible for the accuracy, completeness and integrity of the Company Information. You will obtain all necessary rights and consents to enable Avantade to use and disclose Company Information in conjunction with the Avantade Services as permitted by these Terms. Any Company Information that you submit through the Avantade Platform may be permanently deleted upon termination of your Account, with exception of data needed to continue existing orders/ business relations.

3.3 Consent to Use Company Information. You grant to Avantade a non-exclusive, worldwide, non-transferable (except as permitted by Section 12.5), non-sublicensable, royalty-free license to use, reproduce, electronically distribute, transmit, display, store and archive the Company Information for the purposes of facilitating the Avantade Platform and Avantade Services. For clarity, the foregoing license is subject to Avantade’s obligation to preserve the confidentiality of your proprietary information in accordance with Section 7.

3.4 Derivative and Diagnostic Materials. Any assessments of, reports and analyses of Company Information done by Avantade will be owned by Avantade, and will not be considered Company Information. Avantade may collect and analyse Company Information, and other information relating to the provision, use and performance of the Avantade Services, Avantade Platform and related systems and technologies, and may subsequently produce assessments, reports, analyses and other materials (“Derivative and Diagnostic Materials”). All Derivative and Diagnostic Materials are owned by Avantade, and may be used by Avantade for purposes such as the improvement and enhancement of the Avantade Platform and Avantade Services and for other development, diagnostic and corrective purposes in ion with the Avantade Platform and Avantade Services. Avantade may disclose Derivative and Diagnostic Materials to third parties in line with its business, provided that any such disclosed materials must be redacted so as to exclude underlying Company Information.

3.5 Feedback. You or your Authorized Users may make suggestions or improvements regarding any features, functionality or performance of the Avantade Platform or Avantade Services (“Feedback”). You agree that any Feedback is gratuitous, unsolicited, without restriction and that Avantade owns all the rights in the Feedback that you or your Authorized Users provide to Avantade.

4. SUBSCRIPTION, SERVICE FEES AND PRICING.

4.1 Contractual Partner. Avantade is the selling party, be it in form of giving access for platform use, or in terms of selling products and services. Avantade is hence the direct and sole contractual partner of all Avantade Users.

4.2 Subscription. Fees for subscribing to the Avantade Platform are set forth on the Avantade pricing page provided to you by your Avantade contact person. If you have purchased a Package for a specific time period, you may not downgrade or cancel the Package within that time period without Avantade’s prior written consent. Except as otherwise permitted by Avantade, pre-purchased Package Fees are non-refundable.

4.3 Payment Terms. You will pay the Subscription Fees for your Subscription to the Avantade Platform prior to using the Avantade Services. Unless otherwise specified by Avantade, all Subscription Fees are charged on an annual basis. If Avantade issues an invoice for the Subscription Fees, you will make payment by the due date indicated on the invoice. If you provide Avantade with your credit card information, you authorize Avantade to submit charges to your selected payment method for the Subscription Fees. If your selected Package is subject to recurring charges, you consent to Avantade charging your selected payment method on a recurring basis without requiring your prior approval for each recurring charge. You will provide Avantade with accurate and complete payment information and will notify Avantade of any changes to such information. If you fail to pay Subscription Fees when they are due, Avantade may suspend your Account until such time as the Package Fees are paid.

5. MARKETPLACE TRANSACTIONS

5.1 Marketplace Transactions. The Avantade Services may include functionality that enables Brands and Contract Manufacturers (collectively, “Buyers”) to purchase packaging products or services (collectively, “Materials”), which may be delivered directly from Suppliers. If you are a Supplier and you choose to make your Materials available for purchase on the Avantade Platform, you are making an offer to supply your Materials, at the price you specify, that any Buyer may accept. Avantade adds a service fee to your price, a so called transaction fee, in form of a margin. A Buyer will indicate acceptance of this offer by selecting the appropriate option on the Avantade Platform. The Buyer purchases Materials to prices that include the transaction fee of Avantade.

5.2 Each Avantade User’s Role in the Transaction. Avantade is the sole contractual partner for both users, the Buyer and the Supplier. Avantade is hence the sole party of all Avantade Users with regards to product claims, complaints or refunds. If you are a Buyer that elects to purchase Materials, you are committing to purchase the quantity of Materials at the price that is displayed to you at the time you make the election. After placing your order you will receive an automized acknowledgement of the reception of your order, which is not a firm order confirmation yet, An official order confirmation document will be sent to you from Avantade by e-mail, stating all final terms. The official order confirmation is the binding document of the respective order and contract. Conditions stated in the order confirmation may be different from those when the order was placed. It is your duty to check the order confirmation thoroughly and to contradict it in written form, no later than 3 working days after reception, in case you do not agree with some of the stated conditions. The order confirmation is a binding contract. According to packaging and production standards, the delivered quantity may vary to the ordered quantity: The quantity delivered may exceed the quantity ordered by +10% and -5%. If you are a Supplier, and a Buyer makes an order for your Materials via Avantade, you commit to supply those Materials, in the quantity requested by the buyer and meeting impeccable quality and feature specifications that are ordered and that you confirm with your order confirmation. The quantity delivered may exceed the quantity ordered by maximum +10%. Any potential under-delivery must be announced in advance and may not exceed -5% of the ordered quantity. Every change in production, delivery dates, packaging, pricing, materials or any other modification related to a confirmed Material must be announced to and be accepted of Avantade before its realization. Avantade acts as a dealer of Materials and facilitator of services and is not responsible for, and has no liability for defect in or misdescription of the Materials. Any responsibility of these matters will be forwarded to the Supplier. Prices for Materials on the Avantade Platform do not include shipping costs, if not specifically stated otherwise.

5.3 Manufacturing, Shipping and Delivery. The lead time for the manufacture of ordered Materials will be specified in the respective order confirmation, and the Supplier will use all reasonable efforts to ensure that the Materials are ready for shipment by the nominated date. The Avantade Platform may enable the Supplier to convey lead time information to the Buyers, including changes to any previously quoted lead times, however, Avantade is not responsible for the accuracy of any lead time information or for any lateness or non-delivery of Materials that have been agreed on between the Buyer and Supplier in direct and without knowledge of and information to Avantade. Subject to the next sentence, the Supplier and Buyers will separately agree on the shipping arrangements that will apply to ordered Materials, including the identity of the courier, the pick-up and delivery addresses, the estimated shipping time, the time at which risk of loss passes from the Supplier to the Buyers, the party responsible for customs duties (if applicable), and the cost of shipping. Unless the Supplier and Buyer agree to the contrary, the default position for the shipping arrangements will be that (a) risk of loss transfers from the Supplier to the Buyer when the shipment arrives at the Buyer’s stated premises,; and (b) the Buyer is responsible for the payment of all shipping costs, as well as any customs duties (if applicable). Avantade may, if requested to do so by the Buyers, help coordinate the shipment of Materials from the Supplier to the Buyers, provided that, Avantade will not take on any liability or responsibility for any of the shipping arrangements that are done in direct between the Buyer and the Supplier.

5.4 Transaction Funds. If a Buyer commits to the purchase of Products or Services, and the Buyer elects to remit the purchase price via the Avantade Platform, Avantade may hold back a proportion of the purchase price from the amount that it remits to the Supplier. Any held back amount is held by Avantade on behalf of the Buyers, and will be released to the Supplier, in deduction of Avantade’s transaction fee, Once the Buyer confirms that the ordered Materials have arrived and meet the applicable specifications. The Supplier has no interest in, or title to, any funds until and unless such funds are paid into the Supplier’s bank account.

5.5 Transaction Fee. Avantade imposes a transaction fee on each transaction (“Transaction Fee”). The Transaction Fee is added in form of a margin by Avantade to the original pricing of the Supplier to Avantade. Once Materials are accepted and paid by the Buyer, the Transaction fee is deducted from the sales price to the Buyer and cashed in by Avantade.

5.6 Recurring Orders. Any contractual relationships of transactions that had been processed by or with Avantade, remain active as of the first order. As a Supplier, you herewith confirm to not make or accept a direct sales offer for the concerned Materials to or from the Buyer. As a Buyer, you herewith agree not to make or accept a sales for the concerned Materials to or from the Supplier.. This agreement persists beyond the termination of the subscription of one of the two User parties for at least one year after the last delivery of goods of the project. With breach of this term, Avantade is to be paid the penalty and compensated for the loss of business equalling the transaction fees of this project that would arise during two business years. The penalty is to be paid by the Supplier to Avantade.

6. TAXES

Except as expressly stated to the contrary, all Subscription Fees and Marketplace Transaction Fees (collectively, “Fees”) are exclusive of Taxes, and you will promptly pay or reimburse Avantade for all Taxes arising out of these Terms. For purposes of these Terms, “Taxes” means any sales, use and other taxes (other than taxes on Avantade income), export and import fees, customs duties and similar charges applicable to the services contemplated by these Terms that are imposed by any government or other authority. If you are legally entitled to an exemption from the payment of any Taxes, you will promptly provide Avantade with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party and its Affiliates (the “Disclosing Party”) may disclose to the other Party and its Affiliates (the “Receiving Party”) information of the Disclosing Party, including without limitation, business, technical or financial information relating to the Disclosing Party’s business, whether disclosed orally or in writing (collectively, the “Confidential Information” of the Disclosing Party). In the case of Avantade, Confidential Information includes, without limitation, non-public information regarding features, functionality, performance of, and all information related to the Avantade Services and the Avantade Platform, all information displayed via the Avantade Platform, including information related to product ingredients and materials, information related to other Avantade Users, and any Fees and payment terms. In the case of Company, Confidential Information includes non-public Company Information, including, without limitation, information that you identify to Avantade as being proprietary, except to the extent that you have enabled a feature of the Avantade Services that enables your proprietary ingredient information to be disclosed to other Avantade Users. As used in these Terms, “Affiliate” means a company that controls, is controlled by or is under common control with a Party.

7.2 Restrictions. The Receiving Party will take reasonable precautions to protect the Disclosing Party’s Confidential Information and will not disclose Confidential Information to any third party (except to the Disclosing Party’s Affiliates), without the Disclosing Party’s prior consent. The Receiving Party also agrees not to use the Disclosing Party’s Confidential Information except in its use or provision of the Avantade Services or as otherwise permitted by these Terms.

7.3 Exclusions. The Disclosing Party agrees that the obligations in this Section 7 will not apply with respect to any information that the Receiving Party can demonstrate (a) is generally available to the public; (b) was in its possession or known by the Receiving Party prior to receipt from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by a third party without restriction; (d) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law, a regulator or court order, so long as the Receiving Party uses reasonable efforts to limit disclosure and obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.

8. TERMINATION

8.1 Termination. You may terminate your use of the Avantade Services at any time by contacting Avantade at info@Avantade.io. Avantade may terminate your Account at any time with 30 days prior notice to you, unless you have breached these Terms or you have misused the Avantade Services, in which case, Avantade may suspend or terminate your Account without notice.

8.2 Any products of past transactions via our platform remain active with the publicly available data made visible to the User, and past transaction details to Avantade (invisible for buyers), like normal order history. A termination of a User subscription does not equal a termination of the business relationship. Re-orders and new orders can still be processed according to usual business terms.

8.3 Survival. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

9.1 Avantade User. You represent and warrant that: (a) you have the right, power and ability to enter into and perform under these Terms; (b) you will comply with all applicable laws and regulations in your use of the Avantade Services and Avantade Platform; (c) you have all necessary rights and consents in the Company Information to grant the rights to Avantade contemplated by these Terms; (d) Company Information that you provide through the Avantade Platform does not infringe the rights of any third party, including Intellectual Property Rights; and (e) you are the type of Avantade User (e.g. Brand, Contract Manufacturer or Supplier) that you have identified to Avantade during the Account onboarding process, and you will promptly update Avantade on any changes to your Avantade User type.

9.2 Suppliers. If you are a Supplier, you also represent and warrant that all Materials supplied by you via the Avantade Platform are high quality, conform to the relevant specifications, comply with all applicable laws, and all Supplier Information relating to Materials, lead times and pricing is accurate, complete and not misleading in any way.

9.3 Brands and Contract Manufacturers. If you are a Brand or Contract Manufacturer, you also represent and warrant that you are entitled to create, market and sell a product using products or services purchased through the Avantade Platform, and that you will do so at all times in compliance with applicable law.

9.4 Disclaimer. Except as expressly set forth in these Terms, to the maximum extent permitted by law, the Avantade Services and Avantade Platform are provided “as is” and Avantade disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement, or implied warranties arising out of the course of dealing or the usage of trade. Avantade does not warrant that the Avantade Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Avantade Services. Further, Avantade does not represent or warrant that any advice or recommendation provided through the Avantade Services will be appropriate for Company’s business, and the Company must make its own determination of whether or not to act upon any advice or recommendation provided through the Avantade Services. In addition, Avantade disclaims all liability associated with any ions made between Company and other Avantade Users, and Company is solely responsible for its engagement of services and procurement of Materials and other products from other Avantade Users. Avantade has no obligation to provide Company with access to another Avantade User, nor does Avantade guarantee that Company will guarantee ion to another Avantade User through its use of the Avantade Services.

10. INDEMNIFICATION

You will indemnify, defend and hold Avantade harmless from and against any damages, liabilities, settlements, expenses (including, without limitation, costs and attorneys’ fees) and losses in line with any claim, suit, demand, action or investigation brought by a third party (a “Claim”) arising out of: (a) your breach of your obligations, representations and warranties under these Terms; (b) your misuse of the Avantade Platform or Avantade Services; (c) your or your Company Information’s infringement of any third party Intellectual Property Rights; (d) your gross negligence, wilful misconduct or fraud; or (e) if you are a Supplier, your failure to deliver Materials in accordance with your contract with a Buyers, including any defect in, or mislabelling of, any such Materials. Your indemnification obligations do not apply to the extent the Claim arises out of: (y) Avantade’s material breach of these Terms; or (z) Avantade’s negligence or wilful misconduct.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law, in no event will Avantade and its officers, Affiliates, representatives, employees and contractors be liable with respect to any subject matter of these Terms, the Avantade Services or the Avantade Platform, including any error in or interruption of use of the Avantade Platform or Avantade Services or loss or inaccuracy or corruption of data, under any contract, negligence, strict liability or other theory: (a) for any indirect, exemplary, incidental, special or consequential damages; (b) for any lost profits, revenues or business opportunities; or (c) for any direct damages exceeding the Fees paid by Company to Avantade during the three month period preceding the claim, in each case, whether or not Avantade has been advised of the possibility of such damages.

12. GENERAL

12.1 Governing Law. These Terms are governed by the laws of Switzerland without regard to any conflict of law principles.

12.2 Independent Contractors. Avantade and Company are independent contractors of each other and these Terms will not be interpreted or construed to create an association, joint venture, partnership, or franchise between Avantade and Company, or to impose any partnership obligation or similar liability upon either Avantade or Company.

12.3 No Exclusivity. Except as expressly stated to the contrary, these terms are non-exclusive and nothing limits either Party from entering into any similar agreement with a third party.

12.4 Assignment. You may not assign, transfer or sublicense your obligations under these Terms without Avantade’s prior written consent. Avantade may assign, transfer or sublicense any of its rights and obligations under these Terms without Company’s consent. Any assignment in violation of this section will be null and void.

12.5 Severability; No Waiver. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the extent necessary so that these Terms otherwise remain in full force and effect. The failure of either Party to enforce any provision of these Terms will not constitute a waiver of such provision unless agreed to by the parties in writing.

12.6 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the Party invoking this provision, including, without limitation, for causes due to fire, earthquake, flood, hurricane, riots, war, internet service provider failures or delays, denial of service attacks, or other similar causes (each, a “Force Majeure Event”) the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that, the affected Party

(a) provides the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of the Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of the Force Majeure Event.

12.8 Notices. All notices from Company to Avantade may be made via email to info@Avantade.io and all notices from Avantade to Company may be made via email to the email address you specify in your Account.

12.9 Entire Agreement. These Terms constitute the complete and exclusive statement of the mutual understanding of the Parties and supersede all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

12.10 Modifications. Avantade reserves the right, at its sole discretion to modify or discontinue, temporarily or permanently, the Avantade Platform or the Avantade Services, or to modify these Terms at any time without prior notice, including adding fees. If there are material modifications, Avantade will notify you in advance of the effective date of those material modifications. If you do not accept the modifications, you may terminate your use of the Avantade Services by closing your Account.

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