ABACUS COOPERATIVE TERMS AND CONDITIONS

These Abacus Terms and Conditions (“Abacus T&Cs”) between Epsilon Data Management, LLC and its affiliates (“Epsilon”) and the other party (“Client”) signing the relevant Data Services Form (defined below) is effective as of the date the last party signs the Abacus Data Services Form (“Effective Date”) and incorporates these T&Cs. Client and Epsilon are referred to individually as a “Party” and collectively as the “Parties”. The Abacus T&Cs and Abacus Forms (defined below) are collectively referred to herein as the “Agreement”.

NOW, THEREFORE, for and in consideration of the Parties’ agreements set forth below and intending to be legally bound, the Parties hereby agree as follows:

1. Principles of the Agreement. This Agreement sets forth the terms applicable to all services provided by Epsilon to Client set forth in an Abacus Data Services Form (defined below) (“Services”). The Services to be provided and any service-specific terms will be agreed to by entering into an Abacus Data Services Forms (a “Abacus Form”). In the event of a conflict or inconsistency between the terms of an Abacus Form and these Abacus T&Cs, the terms set forth in the Abacus Form will in all cases control.
2. Epsilon Participation. Epsilon, upon request, will provide Services to the categories of goods or services for which Client contributes data under the Data Services Form. Epsilon may use subcontractors for performance of the Services. A minimum order free is required on all Abacus and Discover model orders. The summary of services directly below shall be referred to as “Abacus Audience”.

• 1. Client Participation.

1. Client will participate in the Abacus Cooperative program, including contributing its customer file at the beginning of this relationship and sending complete previous-month customer history transaction information to Epsilon on a monthly basis (collectively, the “Client Data”). Client will not contribute Client Data collected or processed outside of the United States. To continue benefitting from the Services, Client shall submit at least one complete replacement file each calendar year. In the event Client does not provide a complete replacement file, Client acknowledges and agrees that Epsilon will not provide any Services until a complete replacement file is sent by Client to Epsilon.
2. Client represents and warrants to Epsilon that:
3. neither Client’s collection, nor Client’s or Epsilon’s use or disclosure, of the Client Data as contemplated by this Agreement, has violated or will violate any applicable laws, rules, regulations, self-regulatory guidelines or principles, the rights of any third party, best practices in the direct marketing industry, or any applicable privacy policy;
4. Client features an easy to find privacy policy on each website and mobile application from which Client collects consumer data that complies with applicable laws, and has and will provide: (A) clear and conspicuous notice to consumers that their information will be disclosed to third parties for marketing purposes and the categories of such information that will be shared; and (B) directions to an easy to use mechanism for consumers to opt out of having their information disclosed to third parties and/or used by Client for marketing purposes, and Client will honor such choices and provide a mechanism by which Epsilon can honor such choices;
5. Client Data will not include, and Client will not provide nor send to Epsilon, any sensitive personal information, including but not limited to the following: government identifiers (such as Social Security numbers or tax ID numbers), driver’s license numbers, account numbers, credit or debit card numbers, personal identification numbers, passwords or PINs, biometric data, answers to security questions, or other personal identifiers, nonpublic personal information, protected health information, and/or any substantially similar information;
6. using commercially reasonable efforts, Client will ensure that the Client Data does not include information about individuals under the age of 18;
7. all marketing communications delivered by Client using data Epsilon provides as part of the Services will be to individuals residing in the United States; and
8. for any advertising content that promotes the availability of compounded drug products and/or services related to obtaining such products, Client further represents and warrants that such advertising content, and the products or services promoted therein, comply with all applicable provisions of the Federal Food, Drug, and Cosmetic Act, in particular Sections 503A or 503B, and state board of pharmacy regulations.
9. Client grants to Epsilon a perpetual, non-exclusive, royalty-free license to use the Client Data for the purpose of creating marketing related products and services, and to use and to grant to third parties the right to use the Client Data as part of such marketing related products and services.
10. Client represents and warrants to Epsilon that, unless otherwise agreed to by the Parties, Client will only send one direct marketing piece to each household provided by Epsilon as part of the Services. For the avoidance of doubt, the one-time use is limited to the marketing channel(s) for which the data has been provided by Epsilon. Client may not use any data provided by Epsilon in additional marketing channels without the prior written authorization of Epsilon in each instance. Client further represents and warrants to Epsilon that Client will not use or disclose any data provided hereunder: (i) in violation of any applicable laws, rules, regulations, self-regulatory guidelines or principles, the rights of any third party, or any applicable privacy policy; (ii) in connection with credit granting, credit monitoring, account review, collection, insurance underwriting, or employment, or for any other purpose covered by the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq. (“FCRA”)), Federal Trade Commission and/or Consumer Financial Protection Bureau interpretations of the FCRA, or similar federal and state statutes; or (iii) in connection with any government-run program, including but not limited to Medicare and Medicaid.
11. Client additionally represents and warrants to Epsilon that: (a) it is not (i) an entity or person that is “controlled by a foreign adversary” as defined in the Protecting Americans’ Data from Foreign Adversaries Act of 2024 (“PADFA”) or (ii) a “covered person” as defined in the Department of Justice rule, 28 C.F.R. Part 202 (the “DOJ Final Rule”); and (b) it and its affiliates, subsidiaries, representatives, and subcontractors will not permit any data that is subject to PADFA and the DOJ Final Rule provided by or sourced through Epsilon to be Transferred to or Accessed by a: (i) “foreign adversary country” or an entity or person that is “controlled by a foreign adversary,” as defined under PADFA, or (ii) “country of concern” or “covered person,” as defined under the DOJ Final Rule. For purposes of this provision, “Transferred” means sold, licensed, rented, traded, transferred, released, disclosed, provided access to, or otherwise made available; and “Accessed” means logically or physically accessed, including the ability to obtain, read, copy, decrypt, edit, divert, release, affect, alter the state of, or otherwise view or receive, in any form, including through information systems, information technology systems, cloud-computing platforms, networks, security systems, equipment, or software. Whether data has been Accessed is determined without regard for the application or effect of any security requirements. Client shall immediately notify Epsilon in the event of Client’s change in ownership.that: (a) it is not (i) an entity or person that is “controlled by a foreign adversary” as defined in the Protecting Americans’ Data from Foreign Adversaries Act of 2024 (“PADFA”) or (ii) a “covered person” as defined in the Department of Justice rule, 28 C.F.R. Part 202 (the “DOJ Final Rule”); and (b) it and its affiliates, subsidiaries, representatives, and subcontractors will not permit any data that is subject to PADFA and the DOJ Final Rule provided by or sourced through Epsilon to be Transferred to or Accessed by a: (i) “foreign adversary country” or an entity or person that is “controlled by a foreign adversary,” as defined under PADFA, or (ii) “country of concern” or “covered person,” as defined under the DOJ Final Rule. For purposes of this provision, “Transferred” means sold, licensed, rented, traded, transferred, released, disclosed, provided access to, or otherwise made available; and “Accessed” means logically or physically accessed, including the ability to obtain, read, copy, decrypt, edit, divert, release, affect, alter the state of, or otherwise view or receive, in any form, including through information systems, information technology systems, cloud-computing platforms, networks, security systems, equipment, or software. Whether data has been Accessed is determined without regard for the application or effect of any security requirements. Client shall immediately notify Epsilon in the event of Client’s change in ownership.
12. Advertising content used in connection with the Services must be provided to Epsilon on request. Once such advertising content has been reviewed by Epsilon, Client may not make material changes to the advertising content without resubmitting to Epsilon for further review. Epsilon reserves the right to refuse to allow Licensed Data to be used in connection with any advertising content it reasonably determines does not meet applicable standards. Client will retain a copy of the non-customized template of each advertising content used in connection with the Licensed Data for at least 12 months from the distribution of the advertising content, upon Epsilon's request within such 12-month period, Client must promptly deliver such advertising content, and Epsilon may provide such copy to its third-party licensor(s). Client represents and warrants that all advertising content will: (i) have a reasonable basis for all claims made, (ii) have appropriate documentation to substantiate such claims, (iii) contain all required disclosures, (iv) not be fraudulent or deceptive, and (v) for any advertising content that promotes the availability of compounded drug products and/or services related to obtaining such products, Client further represents and warrants that such advertising content, and the products or services promoted therein, comply with all applicable provisions of the Federal Food, Drug, and Cosmetic Act, in particular Sections 503A or 503B, and state board of pharmacy regulations. Client will fulfill all commitments made in its advertising content. Epsilon’s review does not constitute legal approval and does not relieve Client of its obligations for ensuring that all advertising content is compliant with all applicable laws, rules, regulations, guidelines, and other requirements to which the advertising content may be subject.
    1. Data Overlay Services. To the extent Epsilon provides data elements other than name and address (the “Data Elements”) as part of the Services, Epsilon grants Client a limited, non-exclusive, non-sublicensable, personal, non-transferable right to use such Data Elements in the United States only as a source for segmentation of, and model development to create direct marketing lists for use by, titles contributing data hereunder and to create ad hoc reports describing such files for such titles’ use. Client will (a) maintain the Data Elements in a secure location at its offices, and (b) cease to use the prior version of the Data Elements as soon as practicable (but no longer than 30 days) after its receipt of each new update of the Data Elements. At the time Epsilon provides Data Elements to Client, the Parties will mutually agree on the Data Elements to be provided, the license term, the number of refreshes, and other terms related to the provision of such Data Elements.
13. Contact Complete Services. Epsilon, upon request, will provide name and address information, where available, tied to a Client provided email address (the “Contact Complete Data”). Client will deliver to Epsilon a compilation of records, each consisting of the first and last name (if Client possesses such information), phone number, email address, and/or zip code of its current Customer base (the “Customer Database”). Fees for Contact Complete Data are set forth in Schedule A below. “Customer” means a consumer or business with an established relationship with Client, and specifically not a prospect. Epsilon will provide the Contact Complete Data (when available) matching each corresponding record and will return the Customer Database to Client (the “Contact Complete Services”). The representations and warranties for Client Data shall also apply to Contact Complete Data. In addition to the foregoing representations and warranties, Client additionally represents and warrants that Client will not use the Contact Complete Services: (a) in any application involving individual look-ups of people including, without limitation, any application involving individual look-ups of people pertaining to skip tracing functions or electronic directory assistance applications; (b) for credit granting, credit monitoring, account review, collection, insurance underwriting, employment, or any other purpose covered by the Fair Credit Reporting Act (“FCRA”), Federal Trade Commission and/or Consumer Financial Protection Bureau interpretations of the FCRA, and/or similar federal and state statutes; (c) in connection with any government-run program, including but not limited to Medicare and Medicaid; (d) to transfer possession, right, or title of or to the Contract Complete Service to any third party for any other purpose whatsoever. Without limiting the foregoing, Client may not broker or resell the Contact Complete Service, nor may Client use the Contact Complete Service to publish a directory in any form (including on the Internet).
    1. As it relates to Contact Complete Services, Client is solely responsible for compliance with all “do not call,” “do not mail,” and similar legislation relating to privacy, telemarketing, and email activities, including but not limited to including but not limited to the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227 et seq.), and the Telemarketing Sales Rule (16 C.F.R. § 310 et seq.). Epsilon is not responsible for obtaining any required consumer consent under applicable law and makes no representation or warranty with respect to compliance with any legislation relating to privacy, telemarketing, or email activities. Client will be responsible for accepting and responding to any communication initiated by a consumer.
14. Epsilon Licensed Data. To the extent any data provided by Epsilon to Client (“Licensed Data”) contains Sensitive Data, Epsilon has obtained affirmative, opt-in consent for such Sensitive Data. Except as otherwise set forth in the proceeding sentence, Licensed Data shall not contain Sensitive Data. For purposes of this section, Sensitive Data is defined as “sensitive data” in an applicable state privacy law.
15. Fees. In consideration for the Services, Client agrees to pay Epsilon the fees set forth in the Data Services Form. Client will pay Epsilon all amounts within 30 days after the invoice date. In addition, Client will pay or reimburse Epsilon for Transaction Taxes (as defined below) imposed on the sale of Services sold to Client under this Agreement. Epsilon will separately state the applicable Transaction Taxes on an invoice and remit the same to the relevant tax authorities. Client will pay the amount (including Transaction Taxes) reflected on the invoice. For purposes of this Agreement, “Transaction Taxes” means sales, use, value added tax, goods and services tax, or other taxes of a similar nature. Client will provide Epsilon with and Epsilon will accept in good faith, resale, direct pay, or other exemption certificates, as applicable for exemption from Transaction Taxes. Epsilon and Client agree to reasonably cooperate with each other to minimize any Transaction Taxes in connection with this Agreement. Client will be responsible for any Transaction Taxes applicable to work performed for Client, which may at any time be levied as a result of an audit by a taxing authority having jurisdiction. If Client is required by law to withhold from any amount payable hereunder to Epsilon, then the sum payable by Client upon which the deduction is based will be paid to Epsilon net of such deduction or withholding. Client will pay the applicable tax authorities any such required deduction or withholding. However, prior to the execution of this Agreement, Client will notify Epsilon of its intention to withhold on any payment under this Agreement and will reasonably cooperate with Epsilon to reduce such withholding. Client will withhold at the lowest allowed rate and provide Epsilon with the receipt reflecting the payment to the tax authority. Both Client and Epsilon agree that this Agreement should be executed between Client and Epsilon located within the same country. In the event that local to local invoicing and payment is not possible, the Parties will reasonably cooperate and mutually agree on the most tax efficient invoicing and payment structure. In instances where Client has specifically requested a certain method of delivery of the services or a specific method of invoicing which would create non-recoverable withholding or non-recoverable Transaction Tax or similar type taxes for Epsilon, Epsilon will inform Client in writing of the additional costs to be incurred prior to the fulfillment of Client’s request. Upon Client's receipt and written acceptance of the additional tax costs, Epsilon may fulfill the request and receive reimbursement from Client of any incremental tax cost incurred.
    1. Brokers. If Client uses a broker, as a courtesy, Epsilon will accept orders from and invoice Client’s broker of record for all Services provided by Epsilon. Client, or Client’s current broker of record on behalf of Client, will provide Epsilon with all invoicing instructions (email will suffice) relating to the Services. Notwithstanding the foregoing, however, Client remains legally responsible for all fees due under this Agreement.
16. Confidentiality. In connection with this Agreement, a Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”) information which is commercially sensitive, confidential, and/or proprietary to and/or a trade secret of Disclosing Party (“Confidential Information”). Receiving Party will not intentionally disclose Disclosing Party’s Confidential Information except to its employees, contractors, and agents as required to exercise its rights or perform its obligations hereunder, and will exercise the same degree of care in safeguarding and protecting the confidentiality of the Confidential Information that Receiving Party exercises with respect to its own confidential information, but in no event less than a reasonable degree of care. The terms and conditions of this Agreement are considered Confidential Information of both Parties. The termination of this Agreement will not relieve either Party of its obligations with respect to Confidential Information disclosed pursuant to the terms hereof. Confidential Information will not include information which: (a) is or becomes part of the public domain through a source other than Receiving Party; (b) was rightfully known to Receiving Party as of the time of its disclosure; (c) is independently developed by Receiving Party; (d) is subsequently learned from a third party not under a confidentiality obligation to Disclosing Party; (e) is authorized for disclosure by Disclosing Party; or (f) is and only to the extent required to be, disclosed pursuant to a duly authorized subpoena, court order, or government authority, whereupon Receiving Party subject to same will provide prompt written notice to Disclosing Party, prior to such disclosure, so that Disclosing Party may seek a protective order or other appropriate remedy. For clarity, Client Data does not constitute Client’s Confidential Information and may be shared with other Abacus Cooperative participants.
17. Proprietary Rights. All code, software programs, processes, methodologies, algorithms, and related know-how and residual knowledge developed, created, or used by Epsilon or its agents or third party licensors in connection with the performance of Services hereunder, any documentation relating thereto, and any modifications, enhancements, new versions, or derivative works thereof, and all trade secrets, copyrights, patents, and other intellectual and proprietary rights therein, are Epsilon’s Confidential Information and are owned by and remain the property of Epsilon or its third party licensors. Further, all data that Epsilon provides for use hereunder and all information derived from the use of any of the foregoing (collectively, “Epsilon Data”), is Epsilon’s Confidential Information and will remain the property of Epsilon or its third party licensors. Client acknowledges that in receiving Services hereunder, Client will obtain no rights to the Epsilon Data beyond the use thereof for the term of this Agreement and subject to the terms and conditions herein.
18. Limitation of Liability; Disclaimer.
    1. NEITHER EPSILON NOR CLIENT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES HEREUNDER, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
    2. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6, THE PARTIES AGREE THAT (a) EPSILON’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES WILL IN NO EVENT EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO EPSILON UNDER THIS AGREEMENT DURING THE PRECEDING 12-MONTH PERIOD, and (b) CLIENT’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES WILL IN NO EVENT EXCEED THE AMOUNT OF FEES, NON-CANCELABLE COSTS, AND OTHER AMOUNTS AS CLIENT AGREED TO PAY EPSILON UNDER THIS AGREEMENT.
    3. EPSILON MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED OR ARISING OUT OF CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ITS PERFORMANCE OF SERVICES OR THE EPSILON DATA PROVIDED HEREUNDER.
19. . Each Party will indemnify, defend, and hold harmless the other Party and its employees, principals (shareholders or holders of an ownership interest, as the case may be), and agents from and against any losses, damages, costs, expenses (including court costs and reasonable attorneys’ fees), judgments, assessments, fines, and other liabilities arising out of or resulting from any third party claims or suits resulting from such Party’s breach of its respective representations and warranties set forth in this Agreement. To receive the foregoing indemnities, the Party seeking indemnification will promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the indemnifying Party’s expense) and grant the indemnifying Party the sole and full authority to defend the claim or suit; provided, however, the indemnified Party may participate in the defense of such claim or suit at its expense. The indemnifying Party will have no obligation to indemnify the indemnified Party under any settlement made without the indemnifying Party’s written consent (which will not be unreasonably withheld). The indemnifying Party will not settle any claim or suit under this Section on the indemnified Party’s behalf without first obtaining the indemnified Party’s written permission (which will not be unreasonably withheld). Each Party will promptly communicate to the other any offer received by or proposed to be made in settlement of any claim or suit that is subject to indemnification under this Section, and each Party will promptly and reasonably consider any such settlement offer or proposal that the other Party desires to accept or make.
20. Term and Termination. The initial term of this Agreement commences on the Effective Date and will continue for a period of 24 months, unless sooner terminated as permitted herein. Upon the expiration of the initial term, this Agreement will renew automatically for additional successive 24-month periods unless and until terminated as set forth herein. Either Party may terminate this Agreement upon at least 60 days’ prior written notice to the other Party; provided, however, that Epsilon may terminate this Agreement immediately and without further obligation if Epsilon, in its reasonable discretion, determines that its performance of this Agreement: (a) could cause irreparable damage to Epsilon’s reputation; (b) is deemed contrary to accepted industry practice; (c) may be in violation of applicable law, rule, regulation, or order; or (d) could result in public relations issues that are detrimental to Epsilon’s business. Epsilon may suspend provision of the Services if Client fails to fulfill any of its material obligations hereunder. Upon termination of this Agreement for any reason, (i) Client will pay Epsilon the full amount of the final Epsilon invoice hereunder within 15 days after receipt, and (ii) within 30 days after such termination, each Party will delete all Confidential Information of the other Party (excluding any Client Data) and all information and other materials derived therefrom. Notwithstanding anything to the contrary, Epsilon may retain Confidential Information and Client Data as required by: (A) law, a judicial, regulatory, or law enforcement authority, a subpoena, preservation demand, or any other legal preservation obligation, as determined by Epsilon; and (B) its retention policies. All terms logically construed to survive the termination of this Agreement will survive.
21. Notices. Any notices required or permitted pursuant to this Agreement will be in writing and deemed to have been sufficiently given or served for all purposes when presented personally or sent by overnight courier or registered mail to the signatories herein at the respective addresses as set forth in this Agreement. Notices for Epsilon should be sent to: Attn: General Counsel, 6021 Connection Drive, Irving, TX 75039, with a copy to legalnotices@epsilon.com. Notices for Cient will be sent to the address on the Abacus Form. Notwithstanding anything to the contrary, any notices, disclosures, or other information to be shared between the Parties will only be shared to the extent permitted by law, or any applicable judicial, regulatory, or law enforcement authority.
22. Force Majeure. No Party will be liable to the other in connection with any failure or delay in performance of this Agreement if such failure or delay arises out of causes beyond the control and without the fault of such Party (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the disabled Party will promptly and in writing advise the other Party if it is unable to perform due to such Force Majeure Event, the expected duration of such inability to perform, and of any developments (or changes therein) that appear likely to affect the ability of the disabled Party to perform any of its obligations in whole or in part.
23. Privacy. The parties acknowledge and agree that any terms governing the Processing of Personal Data shall be governed by the following terms https://legal.epsilon.com/us/client-statutory-amendment (“Amendment”). For purposes of this section, Processing and Personal Data are defined in the Amendment.
24. Miscellaneous. The section headings to this Agreement do not form a part of it and will not affect or limit the meaning of the paragraphs. Client will, if asked by Epsilon, reasonably consider participating in a written press release with Epsilon regarding the Services provided hereunder. No waiver by either Party of any default hereunder by the other will operate as a waiver of any other default or of a similar default on a future occasion. No waiver of any term or condition hereof by either Party will be effective unless the same is in writing and signed by both Parties. In the event that any provision of this Agreement (other than a provision which goes to the essence of the consideration for this Agreement) is declared invalid, unenforceable, or void, to any extent, by a court of competent jurisdiction, the remainder of this Agreement and the application thereof will not be affected thereby, but rather will be enforced to the greatest extent permitted by law. Epsilon is an independent contractor of Client, and nothing herein will be construed as creating a joint venture, partnership, or similar relationship The plaintiff to any litigated dispute arising out of or relating in any way to the Agreement will have the option of selecting venue, and the other Party shall consent to such venue and exclusive jurisdiction, in any of the following States: New York, Delaware, Texas, or Illinois. This Agreement shall be governed by the laws of the State selected for venue without respect to its choice of law rules. This Agreement may not be modified except as mutually agreed to in writing, signed by an authorized representative of each Party. This Agreement supersedes all prior agreements, communications, representations, and understandings, either oral or written, between Epsilon and Client with respect to the subject matter contained herein. All terms and conditions on any Client-issued purchase order, order acknowledgment, or other document in connection with this Agreement will be deemed deleted and of no force or effect. Except with respect to the rights granted to Client in Section 2.2 and 3, either Party will have the right to assign all rights and liabilities hereunder to any person or entity that (a) acquires all or substantially all of its operating assets, or (b) results from a merger or reorganization pursuant to any plan of merger or reorganization, provided however, that any such assignment will give the non-assigning Party a right to terminate this Agreement upon 30 days’ prior written notice should the assigning Party make such assignment to a competitor of the non-assigning Party. Further, Epsilon may assign this Agreement to an affiliate without the consent of Client. Any other assignments by either Party, in whole or part, will require the prior written consent of the other Party, without which such assignments are null and void. This Agreement is binding upon and inures to the benefit of the Parties hereto