Version 1.0 · Effective May 11, 2026
About these Master Terms. These Master Terms and Conditions (the "Master Terms") are incorporated by reference into each signed Producing Advisor Participation Agreement (the "Agreement") between Healthcare Revolution LLC and a Producing Advisor. The Agreement contains the deal-specific terms (compensation, term, electronic signature, and the protective clauses governing compensation). These Master Terms govern all matters not expressly addressed in the Agreement, including definitions, detailed services, account mechanics, non-circumvention, confidentiality, intellectual property, indemnification, dispute resolution, and the Platform Policies. In the event of any conflict between the signed Agreement and these Master Terms, the signed Agreement controls.
Versioning. Healthcare Revolution may modify these Master Terms from time to time on at least sixty (60) days' written notice posted at www.betterbyhcr.com/policies and delivered by email to Advisor. Modifications take effect on the effective date stated in the notice. Modifications that materially adversely affect Advisor's compensation or core rights take effect only after Advisor's affirmative re-consent or after a thirty (30) day notice period during which Advisor may terminate the Agreement. Each version of these Master Terms is identified by version number and effective date; Advisor's signed Agreement records the version of the Master Terms in effect at signing.
1. Definitions
As used in the Agreement and these Master Terms, the following capitalized terms have the meanings set forth below.
"Account Maintenance Services Fee" means the recurring monthly Services Fee described in Section 3 of the Agreement and Section 4 of these Master Terms.
"Account Onboarding Services Fee" means the one-time Services Fee described in Section 3 of the Agreement and Section 4 of these Master Terms.
"Advisor" means the individual or business entity that has signed a Producing Advisor Participation Agreement with Healthcare Revolution.
"Agreement" means the signed Producing Advisor Participation Agreement that incorporates these Master Terms by reference.
"Business Day" means any day other than a Saturday, Sunday, or U.S. federal holiday.
"CELA" means the Certified Executive Longevity Advisor certification program operated by Healthcare Revolution.
"Effective Date" means the date the Agreement is electronically signed by Advisor.
"Employer Account" means an Employer Client onboarded onto the Platform that Advisor introduced to Healthcare Revolution and onboarded in accordance with the Agreement.
"Employer Client" means an employer that has entered into an Employer Participation Agreement with Healthcare Revolution to offer the executive longevity benefit through the Platform.
"Employer PEPM" means the recurring per-executive-per-month platform fee paid by an Employer Client to Healthcare Revolution under such Employer Client's Employer Participation Agreement.
"Employer Setup Fee" means the one-time onboarding fee paid by an Employer Client to Healthcare Revolution at execution of such Employer Client's Employer Participation Agreement.
"Enrolled Executive" means an individual enrolled in an Employer Client's executive longevity benefit program through the Platform.
"Initial Term" means the twelve (12) month period beginning on the Effective Date.
"Master Terms" means these Producing Advisor Master Terms and Conditions, as updated from time to time.
"Net Received Revenue" means Employer Setup Fees and Employer PEPM actually received by Healthcare Revolution in cleared funds from an Employer Account, less any Reversal Amounts.
"Platform" means the Better by Healthcare Revolution technology and administrative services platform.
"Platform Policies" means the operational policies referenced in Section 14 of these Master Terms, as updated from time to time.
"Producing Advisor" means the Advisor designated by Healthcare Revolution as the producer of record for a given Employer Account, in accordance with Section 5 of these Master Terms. "Producing Advisor of record" means the Producing Advisor currently designated for a given Employer Account.
"Renewal Term" means each successive twelve (12) month period following the Initial Term during which the Agreement remains in effect.
"Restricted Period" means the period set forth in Section 7(a) of these Master Terms.
"Reversal Amount" means any portion of an Employer Setup Fee or Employer PEPM that is refunded, charged back, reversed, credited, written off as uncollectible, or otherwise not retained by Healthcare Revolution, regardless of cause.
"Services" means the employer-channel and account-management services Advisor provides to Healthcare Revolution as enumerated in Section 3 of these Master Terms.
"Services Fees" means collectively, the Account Onboarding Services Fee and the Account Maintenance Services Fee.
"Term" means collectively, the Initial Term and any Renewal Terms, until the Agreement is terminated.
2. Engagement; Independent Contractor Status
Advisor is engaged as an independent contractor to provide the Services to Healthcare Revolution. Advisor is not an employee, agent, partner, joint venturer, franchisee, or representative of Healthcare Revolution. Advisor has no authority to bind Healthcare Revolution or to make representations on behalf of Healthcare Revolution except as expressly authorized in writing. The Agreement is non-exclusive on both sides; Advisor may provide services to other parties, and Healthcare Revolution may engage other producers and advisors. Nothing in the Agreement or these Master Terms creates any right of exclusivity or territorial protection in favor of Advisor.
3. Services Provided by Advisor
Advisor's Services to Healthcare Revolution comprise two categories: Account Onboarding Services (compensated by the Account Onboarding Services Fee) and Account Maintenance Services (compensated by the Account Maintenance Services Fee).
3.1 Account Onboarding Services
• Employer prospecting and qualification of candidate employer clients
• Initial discovery and needs assessment with prospective Employer Clients
• Plan-design consultation with the Employer Client's HR, finance, and legal teams
• Coordination of Employer Client's collection and submission of required documentation, including eligibility certifications, plan adoption resolutions, and executive eligibility lists
• Coordination of the Employer Client's onboarding workflow with Healthcare Revolution's onboarding team
• Initial executive enrollment communications and education sessions for the Employer Client's eligible executives
3.2 Account Maintenance Services
• Ongoing point-of-contact for the Employer Client's HR and benefits team
• Routine account question handling and escalation triage
• Executive roster management, including additions of newly eligible executives and removals of executives whose eligibility has ended
• Quarterly utilization summary delivery and follow-up support
• Annual renewal preparation and execution
• Coordination of training and education sessions for newly enrolled executives
• Account relationship management and retention support
3.3 Express Limitations on Advisor Services
Advisor's services are administrative in nature and rendered exclusively to Healthcare Revolution. The Services do not include: (a) the referral or recommendation of patients to any healthcare provider; (b) the recommendation of any clinical service or treatment; (c) clinical advice, medical advice, diagnosis, or treatment; (d) tax advice; (e) legal advice; (f) insurance brokerage of insurance products; (g) third-party administrator services; or (h) any other service that requires professional licensure not held by Advisor. Advisor is not authorized to provide any service excluded by this Section 3.3 in connection with the Platform.
4. Compensation Detail
The economic terms of compensation are set forth in Section 3 of the Agreement. The protective clauses governing compensation are set forth in Section 4 of the Agreement and apply with full force; Advisor's electronic signature on the Agreement constitutes Advisor's acceptance of those clauses. The following provisions supplement (but do not modify) the economic terms and protective clauses in the Agreement.
4.1 Approved Materials Only
Advisor shall use only the marketing materials, sales presentations, brochures, and other written or visual content that have been provided to Advisor by Healthcare Revolution or that have been pre-approved in writing by Healthcare Revolution. Advisor shall not modify, edit, or alter any approved materials without Healthcare Revolution's prior written consent.
4.2 Approved Talking Points; Prohibited Representations
Advisor shall represent the Platform, the executive longevity benefit, and Healthcare Revolution consistent with the approved talking points and disclosures set forth in the Sales Process and Approved Talking Points Policy. Advisor shall not: (i) describe the Platform or the executive longevity benefit as insurance or as an insurance product; (ii) make representations regarding clinical outcomes, treatment efficacy, or medical results; (iii) make representations regarding the tax treatment of any contribution, benefit, or executive's participation, except as expressly permitted; (iv) guarantee any specific result, outcome, savings, or ROI; or (v) make any representation that is inconsistent with the Code of Conduct and Ethics Policy.
4.3 Compliance with Laws
Advisor shall comply with all applicable federal, state, and local laws, regulations, and professional standards in the performance of the Services, including without limitation the Florida Patient Brokering Act (Fla. Stat. § 817.505) and the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b). To the extent Advisor's other business activities require licensure (including but not limited to insurance producer licenses), Advisor shall maintain all such licenses in good standing and promptly notify Healthcare Revolution of any change in license status that may affect Advisor's ability to perform the Services.
5. Employer Account Registration and Assignment
(a) Account Registration. Before introducing a prospective Employer Client to Healthcare Revolution, Advisor shall register the prospective employer through the Advisor portal. Account registration is on a first-in-time basis. A registered prospective employer is reserved to Advisor for a period of one hundred eighty (180) days, subject to extension by mutual written agreement.
(b) Stale Registrations. If a registered prospective employer has not become an Employer Client within the registration period and Advisor has not requested an extension, the registration expires and the prospective employer is no longer reserved to Advisor.
(c) Producing Advisor of Record. Healthcare Revolution will identify Advisor as the Producing Advisor of record for an Employer Account upon successful onboarding of the Employer Account, provided that Advisor was the registered Producing Advisor for that prospective employer at the time of onboarding.
(d) Account Reassignment. Healthcare Revolution may reassign an Employer Account to a different Producing Advisor in the event of: (i) Advisor's failure to perform the Account Maintenance Services to a reasonable standard; (ii) Advisor's termination of the Agreement; (iii) Advisor's death, disability, or business dissolution; or (iv) Employer Client's written request for reassignment. Following reassignment, Account Maintenance Services Fees on the reassigned Employer Account flow to the new Producing Advisor of record. The protective clauses in Section 4 of the Agreement (pay-when-paid, offset, reversal forfeiture, termination clawback, and no guarantee) continue to apply to Services Fees previously earned by Advisor.
6. Termination
(a) By Either Party for Material Breach. Either party may terminate the Agreement upon thirty (30) days' written notice to the other party specifying the alleged material breach, if the breaching party fails to cure within the notice period. Material breaches by Advisor include, without limitation: (i) breach of the no-patient-referrals provisions in Section 5 of the Agreement; (ii) breach of approved-representations or compliance obligations in Sections 4.1, 4.2, or 4.3 of these Master Terms; (iii) breach of confidentiality under Section 8; (iv) breach of non-circumvention under Section 7; or (v) any other material breach of an express obligation under the Agreement or these Master Terms.
(b) Immediate Termination by Healthcare Revolution for Cause. Healthcare Revolution may terminate the Agreement immediately upon written notice to Advisor, without opportunity to cure, if Advisor: (i) is convicted of, or enters a plea of nolo contendere to, any felony or any crime involving moral turpitude, fraud, or healthcare-related misconduct; (ii) is excluded from participation in any federal or state healthcare program; (iii) loses any required license or regulatory authorization, where the loss materially impairs Advisor's ability to perform the Services; (iv) commits a violation of the Florida Patient Brokering Act, the federal Anti-Kickback Statute, or HIPAA that, in Healthcare Revolution's reasonable judgment, exposes Healthcare Revolution to material legal or reputational risk; or (v) materially violates the Code of Conduct and Ethics Policy in a manner that, in Healthcare Revolution's reasonable judgment, exposes Healthcare Revolution to material legal or reputational risk.
(c) Termination for Convenience. Either party may terminate the Agreement for convenience by providing the other party with sixty (60) days' written notice.
(d) Effect of Termination. Upon termination of the Agreement: (i) Advisor's right to perform Services and earn Services Fees ceases as of the effective date of termination, except for Services Fees already earned but not yet paid; (ii) Healthcare Revolution may reassign Advisor's Employer Accounts under Section 5(d); (iii) the protective clauses in Section 4 of the Agreement, the no-patient-referral acknowledgments in Section 5 of the Agreement, and Sections 7, 8, 9, 10, 11, 12, 13, 15, and 16 of these Master Terms survive termination; and (iv) any license granted to Advisor under Section 9(b) of these Master Terms terminates immediately, and Advisor shall cease all use of Healthcare Revolution's marks and Platform materials.
7. Non-Circumvention; Non-Solicitation
(a) Restricted Period. During the Term and for a period of twenty-four (24) months following any termination or expiration of the Agreement (collectively, the "Restricted Period"), Advisor shall not, directly or indirectly:
(i) Solicit, contract with, or facilitate the engagement of any Employer Client whose relationship with Healthcare Revolution was originated by Advisor for any executive longevity benefit, executive health, or analogous program offered other than through the Platform;
(ii) Solicit any other Producing Advisor, Regional Distribution Partner, Master Distribution Partner, or other Healthcare Revolution contractor to terminate their engagement with Healthcare Revolution; or
(iii) Encourage, advise, or assist any Employer Client, Enrolled Executive, or other Healthcare Revolution contractor to terminate participation in the Platform or to circumvent the Agreement.
(b) Pre-Existing Relationships. The Restricted Period does not apply to Advisor's relationships with any Employer Client that pre-dated such Employer Client's participation in the Platform, provided that Advisor has identified such pre-existing relationships in writing to Healthcare Revolution at the time of Effective Date or, in the case of relationships that pre-date the Employer Client's participation in the Platform, within thirty (30) days of Advisor becoming aware of the prior relationship.
(c) Reasonableness; Reformation. Advisor acknowledges that Healthcare Revolution generates and invests in the Employer Client and Enrolled Executive relationships that flow through the Platform, that the restrictions in this Section 7 are reasonable in scope and duration, that they are necessary to protect Healthcare Revolution's legitimate business interests, and that they are supported by independent consideration including Advisor's access to the Platform, the CELA certification, and the Services Fee structure. Advisor agrees that monetary damages alone may be inadequate to remedy a breach of this Section 7, and Healthcare Revolution shall be entitled to seek injunctive and other equitable relief without the requirement of posting a bond, in addition to all other remedies available at law or in equity. If any restriction in this Section 7 is held unenforceable as drafted, the parties agree that the court or arbitrator may reform the restriction to the maximum scope, duration, and geographic reach that is enforceable under applicable law.
8. Confidentiality
Advisor shall maintain the confidentiality of all non-public business, technical, financial, and operational information of Healthcare Revolution, Employer Clients, and Enrolled Executives that Advisor receives or learns in connection with the Agreement ("Confidential Information"). Advisor shall use Confidential Information solely for purposes of performing the Services. Confidential Information does not include information that (a) is or becomes publicly available through no breach of the Agreement, (b) was known to Advisor prior to disclosure, (c) is independently developed by Advisor without use of Healthcare Revolution's Confidential Information, or (d) is required to be disclosed by law or court order, provided that Advisor gives prompt notice to permit Healthcare Revolution to seek a protective order. The confidentiality obligations of this Section 8 survive termination of the Agreement for a period of five (5) years, except that obligations regarding trade secrets continue for so long as the information remains a trade secret under applicable law. Advisor's handling of any Protected Health Information that Advisor may incidentally encounter is governed by the Patient Confidentiality and HIPAA Posture Policy and any Business Associate Agreement that may be required.
9. Intellectual Property
(a) Healthcare Revolution IP. All intellectual property rights in the Platform, the "Better by Healthcare Revolution" mark and associated trademarks, the Platform technology, training curricula (including the CELA program), document templates, marketing materials, and any derivatives or improvements thereof, are and remain the sole property of Healthcare Revolution.
(b) License to Advisor. Healthcare Revolution grants Advisor a limited, non-exclusive, non-transferable, revocable license, during the Term, to use Healthcare Revolution's marks and approved Platform materials solely for the purpose of performing the Services and consistent with the Marketing and Co-Branding Policy. This license terminates immediately upon termination or expiration of the Agreement.
(c) Advisor Materials. Advisor retains all intellectual property rights in Advisor's name, marks, and other materials existing prior to the Agreement or developed independently of the Agreement.
10. Mutual Indemnification
(a) Indemnification by Advisor. Advisor shall indemnify, defend, and hold harmless Healthcare Revolution and its officers, directors, employees, agents, affiliates, and representatives from and against any and all claims, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Advisor's breach of the Agreement or these Master Terms; (ii) Advisor's negligence or willful misconduct; (iii) Advisor's misrepresentations to any Employer Client, Enrolled Executive, or other third party; (iv) Advisor's violation of any applicable law or regulation; or (v) any third-party claim arising from Advisor's representation of Healthcare Revolution's role in violation of Section 5 of the Agreement.
(b) Indemnification by Healthcare Revolution. Healthcare Revolution shall indemnify, defend, and hold harmless Advisor from and against any and all claims, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Healthcare Revolution's breach of the Agreement or these Master Terms; (ii) Healthcare Revolution's negligence or willful misconduct in the operation of the Platform; or (iii) Healthcare Revolution's violation of any applicable law or regulation in operating the Platform.
(c) Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") shall give prompt written notice to the indemnifying party (the "Indemnifying Party") of any claim for which indemnification is sought. The Indemnifying Party shall have the right to control the defense of the claim with counsel of its choosing reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense at its own expense. The Indemnifying Party may not settle any claim without the Indemnified Party's prior written consent (not to be unreasonably withheld) if the settlement would impose any liability or obligation on the Indemnified Party other than payment of money for which the Indemnifying Party is fully responsible. Failure of the Indemnified Party to give prompt notice does not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by the delay.
11. Limitation of Liability
EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (B) BREACHES OF CONFIDENTIALITY UNDER SECTION 8, (C) BREACHES OF NON-CIRCUMVENTION UNDER SECTION 7, (D) ADVISOR'S REPAYMENT OBLIGATIONS UNDER SECTION 4 OF THE AGREEMENT (INCLUDING PAY-WHEN-PAID, REVERSAL FORFEITURE, OFFSET, AND TERMINATION CLAWBACK), OR (E) WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY. SUBJECT TO THE FOREGOING EXCEPTIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE SERVICES FEES PAID OR PAYABLE TO ADVISOR UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM..
12. Representations and Warranties
Each party represents and warrants to the other that:
(a) It has full legal authority to enter into and perform the Agreement, and the execution and performance of the Agreement does not violate any law, regulation, judgment, or other agreement by which it is bound;
(b) It is not currently subject to any debarment, exclusion, or suspension from any federal or state healthcare program, government contracting, or financial services regulator, and has no knowledge of any pending or threatened action that would result in such status; and
(c) All information provided to the other party in connection with the Agreement is true, complete, and accurate in all material respects.
In addition, Advisor represents and warrants that:
(d) Advisor's participation in the Agreement does not violate any applicable anti-kickback, patient brokering, fee-splitting, or analogous statute;
(e) Advisor acknowledges that the Services Fees represent fair-market-value compensation paid by Healthcare Revolution for services rendered by Advisor to Healthcare Revolution, and are not in exchange for the referral or patronage of any patient; and
(f) Advisor has independently evaluated the structure of the Agreement, including the characterization of the Services Fees in Section 3(c) of the Agreement, with Advisor's own qualified legal, tax, and regulatory advisors as Advisor deems appropriate.
13. Platform Policies
The following Platform Policies are incorporated into the Agreement and these Master Terms by reference and govern the operational matters they address. Current versions are published at www.betterbyhcr.com/policies and are also available through the Advisor portal:
• Code of Conduct and Ethics Policy
• Compensation Schedule Policy (operational details only; rate structure governed by Section 3 of the Agreement)
• Onboarding and Certification Policy
• Marketing and Co-Branding Policy
• Lead and Account Registration Policy
• Sales Process and Approved Talking Points Policy
• Performance Policy
• Patient Confidentiality and HIPAA Posture Policy
• Data Security and Acceptable Use Policy
• Termination Procedures Policy
• Dispute Escalation Policy
Healthcare Revolution may modify the Platform Policies from time to time on at least sixty (60) days' written notice to Advisor via the Advisor portal or by email. Modifications take effect on the effective date stated in the notice. Advisor's continued performance of the Services after the effective date constitutes acceptance of the modified Platform Policy.
14. Governing Law; Dispute Resolution
(a) Governing Law. The Agreement and these Master Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.
(b) Mediation First. Before initiating arbitration or litigation, the parties shall attempt in good faith to resolve any dispute through mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures, conducted in Palm Beach County, Florida. Either party may initiate mediation by written notice; if the parties have not resolved the dispute within sixty (60) days after the initiating notice, either party may proceed under Section 15(c).
(c) Binding Arbitration. Any unresolved dispute, claim, or controversy arising out of or relating to the Agreement or these Master Terms, including breach, termination, enforcement, interpretation, or validity, shall be submitted to binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in English, with the seat of arbitration in Palm Beach County, Florida. The arbitrator may grant any relief that a court could grant, including injunctive relief, and the prevailing party may recover reasonable attorneys' fees and costs. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
(d) Injunctive Relief Carve-Out. Notwithstanding Sections 15(b) and (c), either party may seek temporary or preliminary injunctive or equitable relief in the state or federal courts located in Palm Beach County, Florida, in aid of arbitration or to preserve the status quo pending arbitration.
15. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under the Agreement (other than payment obligations) to the extent the delay or failure is caused by events beyond the party's reasonable control, including without limitation acts of God, natural disasters, pandemics, war, civil unrest, terrorist acts, governmental actions, labor disputes (other than those involving the affected party's own workforce), and failures of internet, payment processing, or telecommunications infrastructure not operated by the affected party. The affected party shall give prompt notice and use commercially reasonable efforts to mitigate the effect. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the Agreement upon written notice to the other party, and no Early Termination Fee, clawback, or other termination-related charge shall apply to such termination, except that Services Fees previously earned remain subject to Section 4 of the Agreement.
16. Notices
All notices and other communications required under the Agreement or these Master Terms shall be in writing and delivered to the address (physical or email) recorded for the receiving party in the Advisor portal or signing platform, or to such other address as a party designates in writing. Notices shall be deemed delivered: (a) when received, if delivered by hand or by overnight courier; (b) three (3) Business Days after deposit in the U.S. mail, if sent by certified mail, return receipt requested; or (c) on the Business Day sent, if sent by email with confirmation of receipt before 5:00 p.m. Eastern Time on a Business Day, otherwise the next Business Day. Routine operational communications (other than notices of breach, termination, or dispute) may be sent through the Advisor portal.
17. Assignment
Advisor may not assign or transfer the Agreement, by operation of law or otherwise, without Healthcare Revolution's prior written consent. Any purported assignment in violation of this Section is void. Healthcare Revolution may assign the Agreement at any time, including in connection with any merger, acquisition, sale of assets, reorganization, or financing transaction, on written notice to Advisor. The Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.
18. Miscellaneous
(a) Entire Agreement. The Agreement, these Master Terms, and the Platform Policies incorporated by reference constitute the entire agreement between the parties on the subject matter and supersede all prior agreements, understandings, and communications, whether written or oral.
(b) Amendment. Except for Platform Policy modifications under Section 14 and Master Terms modifications subject to the cover-page versioning provisions, no amendment to the Agreement is effective unless in writing and signed by both parties (which may be by electronic signature).
(c) Severability. If any provision of the Agreement or these Master Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the maximum extent necessary to be enforceable.
(d) Waiver. No waiver of any provision is effective unless in writing signed by the waiving party. No failure or delay by a party in exercising any right or remedy operates as a waiver.
(e) Construction. Section headings are for convenience only and do not affect interpretation. "Including" and similar words are not limiting. Both parties have had the opportunity to review and negotiate the Agreement and these Master Terms; no rule of contract construction shall be applied against either party as drafter.
(f) Class Action Waiver and Jury Trial Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THESE MASTER TERMS. THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THE PARTIES' INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.