Last Update: November 2, 2026

These Terms and Conditions of Service (“Terms”) are a legally binding agreement between N3XUS LLC, a New Jersey limited liability company doing business as ORCHID (“ORCHID”), and the client named in the corresponding service agreement (“Client”). Each is a “Party” and together they are the “Parties.”

These Terms are incorporated into and form part of the service agreement executed between the Parties (the “Service Agreement”). Without an executed Service Agreement, these Terms impose no obligation on ORCHID to provide any service. Client accepts these Terms by signing the Service Agreement. If these Terms conflict with the Service Agreement, the Service Agreement controls, except as §4.5 provides for PHI.

“ORCHID Professional” means an individual engaged by ORCHID and assigned to perform services for Client. “Services” means the services described in the Service Agreement. “Client Data” means all information Client provides or makes available to ORCHID or an ORCHID Professional, including information about Client’s own clients.

1. WHAT WE PROVIDE

1.1 ORCHID recruits, screens, engages, and manages bilingual remote professionals assigned to Clients as described in the Service Agreement.

1.2 ORCHID stays engaged throughout the assignment. It manages engagement matters, supports performance oversight, and facilitates communication between Client and the ORCHID Professional.

1.3 ORCHID does not guarantee any business result, revenue, cost saving, or work product outcome. ORCHID Professionals are individuals, and performance varies. Client’s remedies for performance issues are replacement under §3.6 and re-performance under §9.2.

1.4 Client integrates the ORCHID Professional into its operations, sets the scope and priority of the work, and reviews all output.

2. YOUR ORCHID PROFESSIONAL

2.1 Who engages and pays them. ORCHID engages and pays each ORCHID Professional directly under the laws of the Republic of Colombia and is solely responsible for their compensation and for compliance with applicable Colombian law. ORCHID Professionals are not employees, agents, or contractors of Client. Nothing in these Terms or the Service Agreement creates an employment relationship between Client and any ORCHID Professional.

2.2 What Client may and may not direct. Client directs the ORCHID Professional’s daily tasks, priorities, and work methods within the scope of the Service Agreement. ORCHID alone decides all terms of the engagement, including compensation, benefits, discipline, and ending the engagement. Client will not set or change an ORCHID Professional’s pay, hire or discipline them, require work beyond scheduled hours except under §3.2, or apply its employee handbook to them. Client may require compliance with its work-related policies under §4.1. Client raises any performance or conduct concern with ORCHID.

2.3 Client’s own compliance. Client shall comply with all laws that apply to its use of the Services, including labor, wage and hour, anti-discrimination, data privacy, and human rights laws. Client is solely responsible for liability arising from its own conduct, including any direction given contrary to §2.2.

2.4 Location. ORCHID Professionals work remotely from Colombia. Client Data is hosted in the United States. ORCHID Professionals access it remotely and do not store it locally.

2.5 Vetting. Before assignment, ORCHID conducts identity verification, reference checks, and the background screening permitted under Colombian law, plus English-language and role-specific competency evaluation.

2.6 Flow-down. ORCHID binds each ORCHID Professional by written agreement to confidentiality, data protection, security, intellectual property assignment, and acceptable-use obligations no less protective than those in these Terms. Where an ORCHID Professional handles PHI, ORCHID also executes a business associate agreement with that ORCHID Professional as required by 45 CFR §§ 164.308(b) and 164.502(e)(1)(ii).

3. HOW THE WORK RUNS

3.1 Hours. Each ORCHID Professional works the number of hours per week stated in the Service Agreement, during Client’s business hours in Client’s time zone.

3.2 No overtime. Client shall not require or permit work beyond scheduled hours without ORCHID’s prior written approval and payment of the agreed additional fee. Unapproved overtime is a breach of §2.2, and Client indemnifies ORCHID for any claim arising from it.

3.3 Breaks. ORCHID Professionals take meal and rest breaks in accordance with Colombian law and ORCHID policy. Client shall not require work through them.

3.4 Equipment. Each ORCHID Professional uses their own computer and internet connection. ORCHID does not provide equipment unless the Service Agreement says so. Where Client requires its own hardware, imaged device, or virtual desktop, Client provides and ships it at Client’s cost and is responsible for its support and recovery at termination.

3.5 Time off, sick days, and holidays. Consistent with ORCHID’s Ethical Outsourcing Practices, each ORCHID Professional receives paid time off and observes the holiday calendar stated in the Service Agreement. ORCHID notifies Client in advance of any scheduled absence and coordinates its timing with Client to limit disruption, and Client may request scheduling adjustments. Client may grant additional paid time off at its sole discretion. Scheduled time off and Client-granted time off do not reduce or prorate the recurring fee.

3.6 Replacement. If an assignment ends for any reason, ORCHID will use commercially reasonable efforts to present a qualified replacement within twenty (20) business days.

3.7 Coverage credit. If Client is without an assigned ORCHID Professional for reasons other than Client’s act or omission or scheduled time off under §3.5, Client receives a pro rata credit against the recurring monthly fee, applied to the next invoice.

4. CLIENT RESPONSIBILITIES

4.1 Cooperation. Client provides timely instructions, necessary system access, and any work-related Client policies the ORCHID Professional must follow, and reviews and approves all work products before use.

4.2 No legal advice. ORCHID is not a law firm. ORCHID and ORCHID Professionals do not provide legal advice, do not exercise independent legal judgment, and do not represent Client or Client’s clients. No attorney-client relationship arises. ORCHID Professionals are not licensed to practice law in any United States jurisdiction.

4.3 Supervision. Where Client is a law firm, real estate brokerage, or other licensed practitioner, Client retains sole, non-delegable responsibility under its professional and licensing rules for supervising non-licensed assistants. Client shall direct and supervise the work, review all output before it is filed, served, transmitted, or relied on, ensure no ORCHID Professional engages in the unauthorized practice of a regulated profession, and make any client disclosures or obtain any consents those rules require.

4.4 Conflicts. Before assignment, client shall screen the proposed ORCHID Professional against any conflicts. ORCHID will not knowingly assign anyone concurrently serving an adverse party on the same or a substantially related matter. Client supplies the information needed to run the screen, and ORCHID notifies Client promptly of any conflict identified during the term.

4.5 Healthcare. Where Client is a HIPAA covered entity or business associate and the Services involve PHI, the Parties will execute a Business Associate Agreement before any access. That agreement controls over these Terms as to PHI.

4.6 Restricted use. Client shall not use the Services for unlawful activity, direct work outside the scope of the Service Agreement, require any act constituting the unauthorized practice of a regulated profession, circumvent §11, or pay any ORCHID Professional directly. Direct payment is a material breach.

5. FEES AND PAYMENT

5.1 Fee types. The Service Agreement sets out the set-up fee and the recurring monthly fee. The set-up fee is due when Client signs the Service Agreement.

5.2 Start of recurring fees. If the ORCHID Professional starts work on or before the 15th of a month, recurring fees begin on the 15th of that month. If the ORCHID Professional starts after the 15th, recurring fees begin when Client signs the Service Agreement. In addition to the set-up fee, Client pays a prorated fee from the start date in the Service Agreement through the end of that calendar month.

5.3 Due Date. Recurring monthly fees are due on the 15th day of each month (the “Due Date”). If the 15th falls on a weekend or bank holiday, payment is due the next business day.

5.4 Refunds. Set-up fees are non-refundable. Any other refund rights are set out in the Service Agreement.

5.5 Discounts. A discount stated in the Service Agreement applies only as written there and is not transferable.

5.6 Off-cycle payments. If Client asks ORCHID to pay a bonus or other amount to an ORCHID Professional outside the regular pay cycle, Client reimburses any third-party international transfer fees ORCHID incurs to make that payment.

5.7 Late payment.

• (a) ORCHID pays ORCHID Professionals on a fixed schedule whether or not Client has paid. A late payment requires ORCHID to advance those wages from its own funds and to spend staff time on follow-up and collection. The Parties agree these costs are real but difficult to measure for any single late payment, and that the late fee and interest in this §5.8 are a reasonable estimate of those costs and not a penalty.
• (b) Grace period. A payment is late if ORCHID has not received it in full by 11:59 p.m. Eastern Time on the 20th day of the month in which it is due.
• (c) Late fee. Each late payment incurs a one-time late fee equal to five percent (5%) of the overdue amount. The late fee applies once per late invoice and does not recur.
• (d) Interest. Overdue amounts also accrue simple interest at one and one-quarter percent (1.25%) per month (15% per year) from the Due Date until paid in full. Interest and fees under this §5.7 will never exceed the maximum permitted by applicable law, and any amount collected above that limit will be credited to Client’s account or refunded.
• (e) Disputed invoices. Client must dispute an invoice in writing within five (5) days of its date, with reasonable detail, and pay the undisputed portion by the Due Date. No late fee or interest accrues on an amount disputed in good faith while the dispute is pending. If the dispute is resolved in ORCHID’s favor, the disputed amount is due within five (5) business days, with interest from the original Due Date.
• (f) Authorized charges. Where a signed ACH or card authorization is on file, ORCHID may charge all unpaid balances, including late fees and interest, to the authorized account thirty (30) days after the Due Date.
• (g) Pause of Services. ORCHID reserves the right to pause the Services if any amount remains unpaid thirty (30) days after the Due Date. ORCHID will give written notice before pausing and may withdraw any assigned ORCHID Professional until the account is paid in full. A pause does not reduce any amount owed.
• (h) Termination and collection. If any amount remains unpaid sixty (60) days after the Due Date, ORCHID may terminate the Service Agreement and refer the account to a third-party collection agency.
• (i) Collection costs. Client reimburses ORCHID’s reasonable costs of collection, including reasonable attorneys’ fees and collection agency fees actually incurred.
• (j) Application and no waiver. ORCHID applies payments first to collection costs, then to late fees and interest, then to the oldest unpaid invoice. Accepting a late or partial payment does not waive ORCHID’s right to collect the full balance.

5.8 Annual adjustment. After each twelve (12) months of service, ORCHID may suggest an increase to the recurring monthly fee to fund a pay increase for the assigned ORCHID Professional, which supports performance and retention. ORCHID will send the suggestion in writing at least thirty (30) days before the service anniversary, stating the proposed new recurring fee. The recurring fee changes only if Client approves the increase in writing, and email is sufficient. If Client does not approve, the recurring fee stays the same. ORCHID allocates any approved increase to the assigned ORCHID Professional’s pay, without markup, and the new fee takes effect on the date stated in the suggestion.

5.9 Payments only to ORCHID. Client makes all payments for fees and for ORCHID Professionals to ORCHID only. Any direct payment to an ORCHID Professional is a material breach.

5.10 Taxes. Fees do not include sales, use, or similar taxes. Client is responsible for any such taxes that apply, other than taxes on ORCHID’s income.

6. CONFIDENTIALITY

6.1 Obligations. Each Party shall use the other’s Confidential Information only to perform the Service Agreement, limit access to personnel and contractors with a need to know who are bound by written obligations no less protective than these, and protect it with at least reasonable care.

6.2 Definition. “Confidential Information” means non-public information disclosed by a Party, in any form, that is marked confidential or that a reasonable person would understand to be confidential. It includes Client Data and ORCHID’s pricing, recruiting methods, and candidate information. It excludes information that is public through no fault of the recipient, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the discloser’s information.

6.3 Required disclosure. A Party may disclose Confidential Information as required by law, with prompt notice where permitted and cooperation in seeking protective treatment.

6.4 Return or destruction. On termination or written request, each Party returns or destroys the other’s Confidential Information, except routine backups and legally required retention, which stay subject to this §6 while retained.

6.5 Duration. These obligations last indefinitely for trade secrets, PHI, and privileged material, and for five (5) years after termination for all other Confidential Information.

7. DATA PROTECTION AND SECURITY

7.1 Roles. Client is the controller, covered entity, or business associate, as applicable. ORCHID is the processor, service provider, or business associate. ORCHID processes Client Data only on Client’s documented instructions. The Data Processing and Security Exhibit carries the full processor terms, including those required by Cal. Civ. Code § 1798.140(ag) and the New Jersey Data Privacy Act, and is incorporated by reference.

7.2 Minimum security. ORCHID maintains a written security policy. The policy requires ORCHID Professionals to:

• (a) use multi-factor authentication wherever Client’s systems offer it
• (b) work within Client systems or approved cloud tools, without saving Client Data to their computer
• (c) keep credentials private and never share them
• (d) work from a private space, off public or unsecured wireless networks
• (e) report any suspected security incident to ORCHID within twenty-four (24) hours

ORCHID uses commercially reasonable efforts to enforce this policy. ORCHID does not guarantee that any computer, whether personal or ORCHID-provided, or any network is free from vulnerabilities.

7.3 Artificial intelligence. ORCHID Professionals shall not enter Client Data, Confidential Information, PHI, or privileged material into any generative artificial intelligence tool that is not on Client’s approved-tools list. Client shall restrict or prohibit the use of any such tool by written notice.

7.4 Security incidents. ORCHID notifies Client of any confirmed security incident affecting Client Data without undue delay and no later than forty-eight (48) hours after confirmation. ORCHID gives reasonable updates during the investigation and delivers a written report within ten (10) business days describing the incident, the data affected, remediation, and prevention measures.

7.5 Assistance and return of data. ORCHID reasonably assists Client with data subject requests, regulatory inquiries, impact assessments, and breach notification. Within thirty (30) days of termination, ORCHID deletes or returns Client Data at Client’s election, except as law requires retention.

8. WORK PRODUCT AND INTELLECTUAL PROPERTY

8.1 Deliverables. When ORCHID receives full payment for the applicable period, ORCHID assigns to Client all right, title, and interest, including copyright, in work product created for Client in that period. ORCHID represents that it holds a written assignment from each ORCHID Professional sufficient to convey those rights.

8.2 Background IP. Each Party keeps its pre-existing intellectual property. Where ORCHID pre-existing material is embedded in a deliverable, Client receives a perpetual, worldwide, non-exclusive, royalty-free license to use it as part of that deliverable.

8.3 Aggregated data. ORCHID may use operational and performance metrics from its provision of the Services in aggregated, de-identified form to improve and benchmark the Services. This excludes PHI, privileged and attorney work-product material, Client’s substantive business records, and personal data, and may not be used in any way that identifies Client, Client’s clients, or any individual.

8.4 Client materials. Client grants ORCHID a limited, non-exclusive, non-transferable, non-sublicensable license to use, copy, store, transmit, and process Client Data solely to perform the Services.

8.5 Feedback. ORCHID may use any suggestions or feedback Client gives about the Services without payment or attribution, provided it does not disclose Client’s Confidential Information.

9. WARRANTIES AND LIABILITY

9.1 Service warranty. ORCHID warrants it will perform the Services in a professional and workmanlike manner consistent with industry standards and will comply with applicable law in doing so.

9.2 Exclusive remedy. Client’s exclusive remedy for breach of §9.1 is, at ORCHID’s election, re-performance or replacement of the ORCHID Professional, on written notice within thirty (30) days.

9.3 Disclaimer. EXCEPT FOR §9.1, THE SERVICES ARE PROVIDED “AS IS.” ORCHID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.4 No indirect damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

9.5 Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, EXCEPT THAT LIABILITY FOR BREACH OF §6 OR §7 SHALL NOT EXCEED TWO (2) TIMES THAT AMOUNT.

9.6 Exclusions. The limits in §9.4 and §9.5 do not apply to Client’s payment obligations under §5, Client’s obligations under §10.1 or §11, or either Party’s fraud, willful misconduct, or gross negligence.

9.7 Basis of the bargain. The disclaimers, exclusions, and limitations in this §9 are an essential basis of the bargain between the Parties. Without them, the economic terms of the Service Agreement would be substantially different. They apply even if any other provision of the Service Agreement has been breached or has failed of its essential purpose.

10. INDEMNIFICATION

10.1 By Client. Client defends, indemnifies, and holds harmless ORCHID and its members, officers, employees, and agents against third-party claims, and the resulting losses, damages, costs, and reasonable attorneys’ fees, arising from (a) Client’s negligent or intentional acts, (b) Client’s breach of these Terms or violation of law, including §§2.2, 2.3, 3.2, 4.3, 4.6, and 12, (c) Client Data, (d) Client’s use of the deliverables, or (e) any act or omission of an ORCHID Professional taken at Client’s direction or with Client’s approval.

10.2 By ORCHID. ORCHID defends, indemnifies, and holds harmless Client against third-party claims that the Services or deliverables, as provided by ORCHID and used as the Service Agreement permits, infringe that party’s intellectual property. This excludes claims arising from Client Data, Client specifications, modifications by anyone other than ORCHID, or combination with materials ORCHID did not supply. ORCHID’s aggregate liability under this §10.2 shall not exceed two (2) times the fees paid in the preceding twelve (12) months.

10.3 Procedure. The indemnified Party gives prompt written notice, grants sole control of the defense and settlement, and cooperates at the indemnifying Party’s expense. Late notice excuses the indemnifying Party only to the extent of material prejudice. No settlement may impose a non-monetary obligation or admission on the indemnified Party without its written consent.

11. DIRECT HIRING OF ORCHID PROFESSIONALS

11.1 Restriction. During the term and for twelve (12) months after an ORCHID Professional’s assignment to Client ends, Client shall not directly or indirectly engage, employ, contract with, or compensate that individual as an employee, contractor, or through any third party without ORCHID’s prior written consent.

11.2 Conversion fee. Client may hire an ORCHID Professional directly by giving written notice and paying a conversion fee of five (5) times the most recent monthly fee for that individual or $15,000, whichever is greater. On payment, §11.1 no longer applies to that person.

11.3 Nature of the fee. The Parties agree the conversion fee is a reasonable estimate of ORCHID’s recruiting, screening, training, and replacement costs and lost revenue, which are difficult to calculate, and is not a penalty. Hiring in breach of §11.1 entitles ORCHID to the conversion fee plus its enforcement costs, including reasonable attorneys’ fees.

12. DIGNITY AND PROFESSIONAL CONDUCT

12.1 Standard. Client shall treat each ORCHID Professional with dignity, fairness, and professional respect at all times, equal to the standard applied to any member of Client’s internal team.

12.2 Prohibited conduct. Client shall not engage in, tolerate, or condone conduct toward an ORCHID Professional that is abusive, discriminatory, harassing, or exploitative, including conduct based on race, gender, sexual orientation, religion, national origin, disability, or any other status protected by law.

12.3 Remedy. If ORCHID reasonably determines that Client has breached this §12, ORCHID may withdraw the ORCHID Professional immediately and terminate the Service Agreement. Fees for the balance of the current billing period remain payable.

13. TERM AND TERMINATION

13.1 Term. These Terms apply from the Service Agreement’s Effective Date until it expires or terminates.

13.2 By Client. Client may terminate for convenience on thirty (30) days’ advance written notice, provided Client is not then in default and all amounts due are paid in full when notice is given. The assigned ORCHID Professional continues working through the notice period, and Client pays for that period.

13.3 Ending one assignment. Where Client engages more than one ORCHID Professional, Client may end an individual assignment on thirty (30) days’ written notice without terminating the Service Agreement, which continues as to the remaining assignments.

13.4 For cause. Either Party may terminate for the other’s material breach that remains uncured thirty (30) days after written notice. ORCHID may terminate immediately on written notice for non-payment as described in §5.8(i), or for breach of §6, §11, or §12. On termination by ORCHID for cause, all outstanding amounts are immediately due.

13.5 Effect. On termination, ORCHID withdraws all assigned ORCHID Professionals, Client pays all amounts owed through the effective date of termination, and the Parties comply with §6.4 and §7.5.

13.6 Survival. §§4.6, 5 (as to accrued amounts), 6, 7, 8, 9, 10, 11, 14, and 15 survive termination.

14. DISPUTES

14.1 Good-faith negotiation. Before starting arbitration, senior representatives of the Parties shall try to resolve the dispute in good faith for thirty (30) days after written notice of it. This step does not apply to collection of unpaid amounts.

14.2 Arbitration. Any dispute not resolved under §14.1 is finally resolved by binding arbitration under the AAA Commercial Arbitration Rules, before a single arbitrator, seated in Bergen County, New Jersey, and conducted in English. Judgment on the award may be entered in any court with jurisdiction. The award is final, subject only to the limited review the Federal Arbitration Act permits.

14.3 Delegation. The arbitrator has exclusive authority over any dispute about the interpretation, applicability, enforceability, or formation of this §14.

14.4 Class waiver. All claims shall be brought individually. Neither Party may bring or join any class, collective, consolidated, or representative proceeding. If this waiver is held unenforceable as to a claim, §§14.2 and 14.3 do not apply to that claim, and it proceeds in court.

14.5 Court actions. Despite §14.2, (a) either Party may seek temporary or preliminary injunctive relief in a court in Bergen County, New Jersey, to prevent a breach of §6, §7, §8, or §11, and (b) ORCHID may sue to collect unpaid fees, late fees, interest, conversion fees, and collection costs in the Superior Court of New Jersey, Bergen County, including its Special Civil Part. Client consents to the jurisdiction of those courts for these actions.

14.6 Waiver of court and jury. BY AGREEING TO ARBITRATION, EACH PARTY KNOWINGLY GIVES UP ITS RIGHT TO HAVE DISPUTES DECIDED BY A JUDGE OR JURY IN COURT, EXCEPT AS §14.4 AND §14.5 PROVIDE. FOR ANY ACTION THAT PROCEEDS IN COURT, EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT THE LAW ALLOWS.

14.7 Limitation period. Claims must be brought within one (1) year after they accrue or are barred, unless law requires a longer period. This limit does not apply to claims for unpaid amounts owed under §5 or §11.

14.8 Fees. Each Party bears its own attorneys’ fees and half of the arbitrator and AAA fees, but the arbitrator may award fees and costs to the prevailing Party. This §14.8 does not limit §5.8(j) or §11.3.

14.9 Governing law. The laws of the State of New Jersey govern these Terms and the Service Agreement, without regard to conflict-of-laws principles.

15. GENERAL

15.1 Relationship. The Parties are independent contractors. Nothing in these Terms or the Service Agreement creates a joint venture, partnership, agency, franchise, or employment relationship between them.

15.2 Entire agreement. These Terms, the Service Agreement, and their exhibits are the entire agreement between the Parties on their subject and supersede all prior understandings.

15.3 Assignment. Neither Party may assign the Service Agreement without the other’s written consent, except to a successor by merger, reorganization, or sale of substantially all assets that assumes the obligations in writing. Any other assignment is void.

15.4 Force majeure. Neither Party is liable for failure or delay, other than in payment obligations, caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, strike, embargo, terrorism, war, insurrection, riot, governmental action, or telecommunications or power failure. The affected Party gives prompt notice and uses reasonable efforts to resume. If the event continues beyond thirty (30) days, either Party may terminate on written notice.

15.5 Notices. Notices are given in English, by email or overnight courier, to the addresses in the Service Agreement. Email notice is effective on transmission. Notice of breach or termination sent by email must be followed by written notice by courier within two (2) business days. Courier notice is effective on delivery.

15.6 Publicity. Client grants ORCHID a non-exclusive, royalty-free license to use Client’s name and logo to identify Client as an ORCHID client on ORCHID’s website, social media, and sales and marketing materials, in accordance with Client’s brand guidelines. ORCHID may also use any review, testimonial, video, or other feedback Client provides about the Services for the same purposes, without further permission or payment. ORCHID may edit this material for length and format but will not change its meaning. Where material includes an individual’s name, image, or voice, ORCHID will obtain that individual’s consent before use. Client may opt out of future uses at any time by email. Material already published before the opt-out may remain in use.

15.7 Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable, and the rest of these Terms remains in effect.

15.8 Waiver. No failure or delay in exercising a right waives it. A waiver must be in writing, signed by the Party against whom it is enforced, and applies only to the matter it describes.

15.9 No third-party beneficiaries. These Terms benefit only the Parties, their successors, and permitted assigns.

15.10 Headings. Headings are for convenience only and do not affect interpretation.

15.11 Counterparts. The Service Agreement may be executed in counterparts and by electronic signature.

16. CHANGES TO THESE TERMS

16.1 Amendments. Except as §16.2 provides, no amendment to the Service Agreement or its exhibits is valid unless made in writing and signed by authorized representatives of both Parties.

16.2 Modifications. ORCHID reserves the right to modify any part of these Terms at any time, at its discretion. If Client does not accept a modification, Client may terminate under §13.2 by giving notice before the modification takes effect.