Terms & Conditions

Definitions

1. “Agreement” means collectively, this agreement and each Product Schedule or any statement of work or change request thereto
2. “Customer” means the entity identified in the applicable Product Schedule which incorporates this Agreement and the respective employees, officers, and directors.
3. “Customer Data” means all information uploaded or transmitted through the Partium Software by Customer (or Users) or on Customer’s behalf or provided to Partium in order to use the Partium Software and any other materials procured (except from Partium), created or developed by Customer and used by Customer in connection with its access and use of the Partium Software above.
4. “Confidential Information” means any and all nonpublic information disclosed by either party (the “Disclosing Party”) to the other (the “Receiving Party”), which is marked “confidential” or “proprietary” or which should reasonably be understood by the Receiving Party to be confidential or proprietary, including, but not limited to, this Agreement, and any information that relates to business plans, services, marketing or finances, research, product plans, pricing, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, and Intellectual Property Rights of the Disclosing Party.
5. “Documentation” means any published technical manuals, including any updates thereto, provided to the Customer by Partium, relating to the use of the Partium Software made generally available by Partium.
6. "User" means an individual employee, contractor or agent of Customer that accesses the Partium Software on behalf of Customer as permitted herein.
7. “Bug” means the failure of the Partium Software to substantially perform the functionality set forth in the Documentation of the Product or Project.
8. “Intellectual Property” means any intellectual property or proprietary rights, including but not limited to copyright rights, moral rights, trademarks (including logos, slogans, trade names, service marks, image data or general product data), patent rights (including patent applications and disclosures), know-how, inventions, rights of priority, and trade secret rights, recognized in any country or jurisdiction in the world.
9. “Partium” means Partium Inc. or the subsidiary of Partium Inc. entering in this agreement.
10. “Product Schedule” means one or more ordering documents, which shall contain, among other items, the: (1) License and/or Subscription Effective Date; (2) Partium Software; (3) professional services and education; (4) Maintenance; (5) Fees; and (6) signatures of authorized representatives of the parties.
11. “Partium Software” means the object code software as described in the Product Schedule, including any upgrades or updates of the same released, or made generally available by Partium during the Subscription Term, and any Documentation provided hereunder.
12. “Partium Services” means any professional services delivered to the Customer as part of a statement of work that is part of this agreement.
13. “Partium Support” means the operational assistance and technical support provided by Partium to Customer in connection with the Agreement, in accordance with Appendix A
14. “Subscription License” means the right to use the Partium Software for a defined Subscription Quantity as set out in the Product Schedule for the Subscription Term.
15. “Subscription Term” means the duration identified on a Product Schedule, and any subsequent renewals, if any.
16. “Subscription Quantity” means the quantity of searchable items in Partium Software and the number of times these items can be searched for.
17. “Supported Equipment” shall mean Customer’s server, network device or other hardware or software solution that is (a) used for internal business purposes and (b) monitored or supported using the Partium Software.
 

Software

1. Subscription Quantity. Customer shall purchase the specific license required for the usage of the Partium Software within the organization, and in accordance with the Subscription Quantity, during the Subscription Term and at all times hold a Subscription License during the Subscription Term. In the event that usage exceeds the Subscription Quantity, then Customer shall order additional Subscription Licenses in the process as set forth in Section 3.3. The Product Schedule may include additional restrictions which are incorporated herein.
2. Restrictions. Customer will not, and will not allow any third party to (a) modify, copy, or otherwise reproduce the Partium Software in whole or in part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the code used in the Partium Software; (c) provide, lease or lend the Partium Software to any third party except as expressly authorized hereunder; (d) remove any proprietary notices or labels displayed on the Partium Software; (e) modify or create a derivative work of any part of the Partium Software; (f) use the Partium Software for any unlawful purpose or (h) "frame" or "mirror" any of Partium content which forms part of the Partium Software. In addition to the foregoing, Customer acknowledges that Partium makes no warranty and shall have no liability in connection with any use of the Partium Software in any high risk, mission critical or strict liability activity (including, without limitation, air or space travel, power plant operation, life support or medical operations) to the maximum extent allowed by law.
3. Customer Obligations. Customer represents and warrants that it shall: make commercially reasonable efforts to secure access to the Partium Software, related passwords and Documentation, and not make any representations, warranties or create obligations or liabilities on behalf of Partium.
 

Fees, Duration & Payment

1. Fees. The fees payable by Customer to Partium are those stated in each Product Schedule, or statement of work. Fees will be payable net thirty (30) days from date of Partium invoice. Partium reserves the right to change such fees or to institute new fees. Customer will be notified ninety (90) days in advance of the effective date of changes in fees or new fees via electronic mail. Such changes or new fees will become effective upon the renewal of the Subscription Term, if renewed; such revised fees will not affect the prices for Partium Software specified on the Product Schedule during its then current Subscription Term.
   
   
2. Overage. In the event that during any month Customer has exceeded the Subscription Quantity stated in the Product Schedule, Partium and Customer will determine if additional Subscription Licenses that are required to remain in compliance with this Agreement for that month. Such additional Subscription Licenses shall remain in effect and billed at the rates set forth in the Product Schedule through to the end of the then current Subscription Term unless Customer otherwise provides written notice that the Subscription Licenses used has been reduced (provided however in any event the Subscription Quantity may not be lowered below the number ordered in the Customer Product Schedule). Partium will monitor usage in relation to the Subscription Quantity and report this to Customer on the fifteenth day of each calendar month (or nearest preceding business day if the fifteenth day should fall on a weekend or holiday).
3. License Terms. Unless otherwise stated in the applicable Product Schedule: (a) all Subscription Licenses will begin and continue for the initial Subscription Term set forth in the applicable Product Schedule; (b) any additional Subscription Licenses added after the beginning of a Subscription Term will continue for the duration of that Subscription Term, except as otherwise set forth herein; (c) pricing for such additional Subscription Licenses will be the same as that for the pre-existing Subscription Licenses, prorated for the remainder of the then-current Subscription Term; and (d) all Subscription Licenses will automatically renew for additional Subscription Term(s) of equal in length to the initial Subscription Term at the then current Partium price on the date of renewal unless either party gives the other party notice of non-renewal at least ninety (90) days prior to the end of the relevant Subscription Term.
4. Payment. Fees will be billed in advance as specified in the applicable Customer Product Schedule. Customer will pay amounts due and properly invoiced within the period specified on the invoice.
5. Termination for Non-Payment. In the event that Customer's account is 60days or more overdue or it fails to comply with Section 3.2 in addition to any of its other rights or remedies, Partium reserves the right to terminate the applicable Product Schedule and/or this Agreement.
6. Overdue Payments. Any late payments will accrue late charges at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
7. Taxes. All fees listed in the Product Schedule(s) are exclusive of any taxes. Customer will pay all such taxes that Partium is legally obligated to charge on the Services provided to Customer, so long as such taxes are separately stated on the invoice provided to Customer.
8. Billing and Contact Information. Customer will maintain complete and accurate billing and contact information with Partium at all times.
9. Audit. Partium may audit Customer’s use of the Partium Software subject to reasonable notice. If an audit reveals that Customer has underpaid fees to Partium, Customer shall be invoiced for such fees. Such audit shall be at Partium´s expense unless fees have been underpaid by 10% or more, in which case Customer shall pay for all expenses associated with the audit and fees due Customer. Customer agrees to retain all relevant business records to justify compliance with the Agreement for a period of one (1) year from the date of expiration or termination of this Agreement.
 

 Proprietary Rights and License

1. Partium Ownership. Partium owns all rights, including Intellectual Property rights, in the Partium Software, any materials relating thereto, and any modifications, enhancements, customizations, updates, revisions or derivative works thereof, and all results of consulting services, image data, training data for neural network or other data generated during the process of building, running or maintaining the Customer´s solution, whether made pursuant to this Agreement or a separate statement of work. Title to, ownership of, and all rights in the Intellectual Property in the Partium Hardware, Partium Support and Documentation, any derivative works thereof, deliverables provided in connection therewith, and any goodwill accruing from the use of such Partium Software, Partium Hardware, Partium Support, and Documentation, belong exclusively to and shall remain with Partium and/or Partium's licensors. Other than the license in Section 4.3, no transfer of ownership will occur under this Agreement. All rights not expressly granted to Customer are reserved by Partium.
2. Customer Ownership. Partium acknowledges and agrees that, as between Customer and Partium, Customer owns and will retain and own all right, title and interest, including all Intellectual Property in and to: (1) Customer’s Confidential Information, (2) Customer’s trade-marks, and (3) Customer Data. Nothing in this Agreement transfers or conveys to Partium any ownership right, title or interest in or to the Customer Data or to any copy or license right with respect to the same not expressly granted herein.
3. License. To the extent deliverables other than Partium Software, Partium Hardware or Partium Support are provided by Partium as part of this Agreement are provided by Partium as part of this Agreement, Partium grants Customer a royalty-free, exclusive license in the Dental Market, to use Partium Software for Customer’s business purposes only, consistent with the purpose for which such deliverables were provided.
4. Partium is not precluded or restricted from developing computer software or materials, or related Documentation which is or may be considered competitive with any computer software or materials that may have been supplied to Customer as part of Partium Support, irrespective of their similarity, subject to Partium’s compliance with this Agreement (including Section 5) and provided that Partium’s computer software or materials, or related Documentation are not based on or infringing Customer’s Intellectual Property. The ideas, concepts, know-how or techniques utilized or developed by Partium during the performance of Partium Support may be further utilized by Partium in any of its other business activities. Partium is not restricted in its ability to reassign Partium personnel who have provided services hereunder to the performance of similar support services for other customers.
 

 Confidentiality and Security

1. Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than (i) to perform its obligations under this Agreement or receive the benefit of the Subscription License or (ii) as otherwise expressly permitted under the terms of this Agreement or (iii) as expressly authorized in writing by the other party. Each party will use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Neither party will disclose the other party’s Confidential Information to any person or entity other than its officers, principals, employees and subcontractors, who are bound by confidentiality terms no less restrictive than those in the Agreement who need to use the Confidential Information for the performance of its obligations or exercise of its rights under this Agreement.
2. Exceptions. The restrictions set forth in Section 5.1 will not apply to any Confidential Information that the receiving party can demonstrate (a) was known to it prior to its disclosure by the disclosing party; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the receiving party; (e) has been approved for release by the disclosing party’s prior written authorization; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice thereof, to the extent practicable, to enable the disclosing party to seek a protective order or otherwise prevent such disclosure.
3. Injunctive Relief. The parties agree that a breach of Section 5.1 may cause irreparable damage which money cannot satisfactorily remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, the disclosing party will be entitled to seek injunctive relief for any threatened or actual disclosure by the receiving party.
 

Evaluation or Demonstration Partium Software.

1. From time to time, Customer may accept copies of Partium´s product(s) for evaluation or demonstration for use in non-production environments by executing a no-fee Product Schedule. By accepting Partium product(s) on such a basis, Customer accepts the Partium product(s) as is and waives all express and implied warranties and conditions during the evaluation period. Either Party upon notice to the other may cancel the evaluation period with immediate effect. Upon termination or expiration of the evaluation period, Customer shall either execute a Product Schedule covering the evaluated Partium product(s) or return the Partium product(s) to Partium.
 

 Support and Services

1.  Technical Support. Partium will provide standard technical support to Customer, in accordance with the service levels set out in per Partium´s Maintenance and Support Policy (Appendix A), the version current at the date of signing begin attached to this Agreement. Should additional technical expertise from the Customer be required, the Customer will provide assistance from Customer employees. Partium can provide such support through a variety of systems, including on-line help, FAQ’s, training guides and templates and the use of live help. Partium is not obligated to maintain or support any customization to the Partium Software except under a separate agreement signed by the parties.
2. Consulting Services. Any consulting services, training or other requirements not expressly stated in this Agreement, or Product Schedule, or in a separate statement of work signed by the parties are outside the scope of this Agreement and only will be provided for additional fees. In the event any work product or code is created by Partium in the provisioning of consulting services, Partium shall retain all rights, title and license in such work product or code provided that it shall be licensed to Customer under the same terms as the Partium Software. Fees for such items are payable as specified in the applicable Product Schedule, or statement of work and will be paid in accordance with Section 3.1. For the purposes of computing daily rates, Partium´s standard workday of 8 hours shall apply. Changes in any statement of work will be effective only if a change request is signed by the parties.
 

Term & Termination

1. Term. This Agreement commences on the first day of the applicable License Term, as specified in the initial Product Schedule, and will terminate when (a) all Subscription Terms and any renewals thereof entered into pursuant to the Agreement have expired or been terminated or (b) this Agreement is otherwise terminated as provided for herein.
2. Termination for Cause. Either party may terminate the Agreement (a) for cause upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period or (b) either party ceases to do business as an operating concern or (c) becomes financially insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy which is not dismissed within sixty (60) days following the filing. In addition, Partium may terminate this Agreement immediately for any failure of Customer to pay amounts due by it that are sixty (60) days or more past due pursuant to Section 3.6.
3. Effect of Termination. Upon termination of this Agreement the due dates of all outstanding invoices to Customer will automatically be accelerated so that they become due and payable on the effective date of termination. Termination will not relieve Customer of the obligation to pay any fees due to Partium pro-rated to the effective date of termination,. All rights granted hereunder shall immediately terminate and each party shall destroy all Confidential Information in its possession.
4. Return of Materials. All Confidential Information, designs, drawings, formulas or other data, financial information, business plans, literature, and sales aids of every kind will remain the property of the disclosing party. No later than 30 days after termination, each party will prepare all such items in its possession for shipment to the other at the disclosing party’s expense. The receiving party will not make or retain any copies of any confidential information.
 

Warranties

1. Authority. Each party represents to the other that it is a valid legal entity and is in good standing or validly existing under the laws of the country of its incorporation and residence. Each party represents that it has all the requisite legal power and authority to execute, deliver and perform its obligations under the Agreement; that the execution, delivery and performance of the Agreement has been duly authorized; that the Agreement is enforceable in accordance with its terms; that no approval, authorization or consent of any governmental or regulatory authorities is required to be obtained or made in order for it to enter into and perform its obligations under the Agreement.
2. Operational Warranty. For the Term of this Agreement, Partium warrants that (i) when the Partium Software is used in an operating environment stated in the Documentation as supported by Partium, the Partium Software will materially conform to the specifications in the Documentation for such Partium Software; and (ii) consulting services shall be performed in accordance with industry standards using reasonable care and skill, and provided in accordance with Partium´s then-prevailing policies, provided Customer has been provided these policies, otherwise it will comply with the last version of polices that have been provided to Customer. If it is established that Partium has breached the warranty in this section 9.2, Partium´s only obligation and Customer’s exclusive remedy shall be for Partium to, at its option, (1) use reasonable efforts to cure the defect in the Partium Software or re-perform the nonconforming consulting services; (2) replace the Partium Software with Partium Software that materially conforms to the specifications in the Documentation; or (3) terminate the applicable Subscription License and provide a pro rata refund of fees paid in advance by Customer, which for license and Maintenance fees, shall be calculated against the remainder of the Subscription Term stated in the applicable Product Schedule from the date it is established that Partium has breached the warranty; or for fees separately identified and paid for Partium professional services, the refund shall be calculated based on the deliverables provided and Partium services performed prior to the occurrence of the nonconforming Partium services under the applicable ordering document. This warranty and the remedies offered are applicable only if: (i) the reported error or defect is reasonably reproducible by Partium; (ii) Customer reports the alleged breach with reasonable specificity in writing within thirty (30) days from its occurrence; (iii) Customer provides Partium with reasonable assistance in the diagnosis and remedy of the applicable breach; (iv) the Partium Software or Partium Services are within the warranty period set forth in the applicable Product Schedule; (v) Customer has installed and are using all updates, patches and fixes released by Partium for the affected Partium Software; (vi) Customer has complied in all material respects with the terms and conditions of the Agreement (including but not limited to payment of all fees); (vii) Customer has materially conformed to the Documentation for the affected Partium Software, Maintenance or Partium Services; or (viii) the error or defect is due solely to an error or omission on the part of Partium, its agents or employees. Customer understands and agrees that third-party hardware equipment and software, supplied by Partium may be provided to Customer under warranty or pursuant to other terms and conditions offered by the manufacturer or licensor of such hardware or software.
3. Disclaimer of all other warranties. These warranties are Partium´s exclusive warranties and replace all other warranties or conditions, express or implied, including, but not limited to, the implied warranties of satisfactory quality, noninfringement and fitness for a particular purpose. partium does not warrant that Partium software or maintenance will meet customer’s or its end user’s requirements or that use of the software will be uninterrupted or error-free. Some states or jurisdictions do not allow the exclusion of certain express or implied warranties, so the above exclusion may not apply to customer. If permitted by applicable law: (a) such warranties are limited in duration to the warranty period specified for the subject software(s) or maintenance; and (b) the remedy for breach of any such warranties is limited to repair or replacement of any goods found not to comply with them or the provision of services again. No warranties of any kind apply after that period. Some states or jurisdictions do not allow such limitations so to that extent the foregoing limitation may not apply to customer. These warranties give customer specific legal rights and customer may also have other rights which vary from state to state or jurisdiction to jurisdiction.
 

Mutual Indemnification

1. Partium Indemnification. Partium agrees to indemnify Customer against any damages or, costs finally awarded against Customer incurred in connection with a third party claim alleging that the Customer’s use of the unaltered Partium Software infringes or misappropriates any patent or a third party’s copyright in a jurisdiction where Customer is authorized to use the Partium Software, provided that Customer (a) provides prompt written notice of such claim to Partium, (b) grants Partium the sole right to defend such claim, and (c) provides to Partium all reasonable assistance in defending the Claim. In the event of a claim or threatened claim under this Section by a third party, Partium may, at its sole option, (i) revise the Partium Software so that it is no longer infringing, (ii) obtain the right for Customer to continue using the Partium Software, or (iii) terminate the Agreement upon 10 days’ notice (and refund any pre-paid unused subscription fees). Notwithstanding the foregoing, Partium shall have no liability or indemnification obligations for (a) any modification of the Partium Software by any party than Partium, (b) use of the Partium Software in combination with any third-party hardware or software (to the extent that such liability would not arise without such combination), (c) for any open source code contained within the Partium Software, if any, (d) any use of the Partium Software not in conformance with the Documentation or (d) any use of the Partium Software after Partium has provided instructions to terminate such use. This section 10.1 represents the sole and exclusive liability of Partium and the exclusive remedy of customer for infringement or misappropriation of third party rights.
2. Indemnification by Customer. Customer shall indemnify, defend and hold harmless Partium, its officers, directors, employees, agents, successors and permitted assigns (“Partium Indemnified Parties”) from and against any and all damages, to the extent such damages (a) arise out of or relate to a claim Claim that the portion of the Partium Software or any portion thereof developed by Customer without the assistance of Partium or any Customer modification of the Partium Software (“Customer Indemnifiable Material”), any kind of data the Customer uploads to Partium Software or any portion thereof, infringes, misappropriates, or otherwise violates any third party’s Intellectual Property Rights; and/or (b) in the event that Customer (i) caused any personal injury and/or tangible property damage or harm to any third party; and/or (ii) improperly characterizes, removes or interferes with third party software, files, data, text or code or any similar claim including, without limitation, any claim of unfair competition, commercial libel or defamation, interference with contractual relations, interference with prospective economic advantages or (iii) causes Partium Software to be operated in a manner that is inconsistent to any regulatory, legal requirement that may cause a fine, impairment to Partium Software or cause a third party action.
 

Limitation of Liability

• Except for liability arising from Partium’s indemnification obligations under Section 10, and , regardless of the basis which either party may be entitled to claim damages from the other or its suppliers (including but not limited to breach of contract, negligence, misrepresentation, or other contract or tort claim), each party agrees that the other party’s liability is capped at the amount paid or payable by Customer in the twelve (12) month period preceding the event giving rise to the claim for the Partium Software and/or Maintenance that are the subject of the claim.
• Except as set forth above, to the full extent permitted by applicable law, in no event will either party or its suppliers be liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to this agreement, -, even if that party or its suppliers have been advised in advance of the possibility of such damages. In the event that the above liability limitation is found to be invalid under applicable law, then each party’s liability for such claim shall be limited to the amount of the fees paid or payable by customer in the twelve (12) month period preceding the event giving rise to the claim for the partium software and/or maintenance giving rise to the claim.
 

General Provisions

1. Notices. Except as otherwise specified in the Agreement, all notices under the Agreement will be in writing and will be delivered or sent by (a) email; (b) first class mail, registered or certified, return receipt requested, postage pre-paid; or (c) an international express mail, or national express courier with a tracking system, to the address specified in the applicable Product Schedule. Notices will be deemed given on the day actually received by the party to whom the notice is addressed.
2. Independent Contractors. The relationship of Partium and Customer is that of independent contractors. Neither party has any authority to act on behalf of the other party or to bind it, and in no event will the parties be construed to be partners, employer-employee, or agents of each other.
3. Survival of Terms. The provisions of this Agreement that by their nature extend beyond the expiration or other termination of this Agreement will survive and remain in effect until all obligations are satisfied.
4. Force Majeure. Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent fulfillment or performance of any terms or provisions of the Agreement are delayed or prevented by revolution or other civil disorders; wars; strikes; labor disputes; fires; floods; acts of God; government action; pandemics (in each case, a “Force Majeure Event”). Each party will give prompt notice to the other party, and the non-performing, hindered or delayed party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues, and such party continues to use its reasonable commercial efforts to re-commence performance whenever and to whatever extent possible. This section will not apply to the payment of any sums due under the Agreement by either party to the other.
5. Export Requirements. Customer agrees that these commodities, technology or software are exported from the EU in accordance with the Export Administration Regulations. Customer agrees to export, re-export or import Partium Software only in compliance with applicable export- and import regulations and controls. As such, in accordance with EU law, these commodities, technology or software may not be exported or re-exported. Diversion contrary to EU law is prohibited.
6. Data Protection. Customer agrees to allow Partium to store and use Customer’s contact information, including names, phone numbers, and e-mail addresses, anywhere they do business Such information will be processed and used solely to provide access to Partium Software and other services defined in a Product Schedule or statement of work. Customer represents that (i) Customer is duly authorized to provide Customer Data to Partium and Customer does so lawfully in compliance with relevant legislation, (ii) Partium and any entity within Partium or its subcontractors can process such data and (iii) Partium may disclose such data to its subcontractors for the purpose of satisfying its obligations under this Agreement to Customer.,
7. Miscellaneous. Headings in the Agreement are for reference purposes only and will not affect the interpretation or meaning of the Agreement. If any provision of the Agreement is held by an arbitrator or a court of competent jurisdiction to be contrary to law, then the remaining provisions of the Agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under the Agreement will be construed as a waiver of such right or power. A waiver by either party of any breach by the other party will not be construed to be a waiver of any succeeding breach or any other covenant by the other party. All waivers must be in writing and signed by the party waiving its rights.
8. Counterparts. The Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which together constitute one and the same Agreement.
9. Interpretation and Additional Terms.The Agreement constitutes the entire agreement between Partium and Customer with respect to the subject matter hereof. The Agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such subject matter. No modification of the Agreement will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings. Additional Product Schedules may be added to the Agreement, provided that each such Product Schedule is signed by both parties. Each Product Schedule so added shall be governed by the terms of this Agreement. No term or condition contained in Customer’s purchase order or similar document will apply unless specifically agreed to by Partium in writing, even if Partium has accepted the order set forth in such purchase order, and all such terms or conditions are otherwise hereby expressly rejected by Partium. In the event of a conflict between these Terms and Conditions and the Product Schedule, the Product Schedule will govern.