GENERAL TERMS AND CONDITIONS FOR THE SALE OF SERVICES AND PRODUCTS

The following Terms and Conditions of Service (“Terms and Conditions”) constitute a legally binding contract between Velociti LLC (hereinafter “Velociti”) and the “Customer.” These Terms and Conditions apply to the provision of all Services (as defined below) and the sale of all Products (as defined below). In the event Velociti renders Services or sells Products and issues a document or enters into an executed agreement relating to the provision of Services or sale of Products that contains terms and conditions that vary from those set forth herein, the provisions in such other document/agreement shall govern to the extent of any conflict with these Terms and Conditions. Otherwise, the following Terms and Conditions shall govern any Services rendered or Products sold by Velociti. These Terms and Conditions may be updated by Velociti at any time so please check https://www.velociti.com/salestc for the most current Terms and Conditions.

Last Revised Date: 2/19/2026

DEFINITIONS

“Contract” means a quote, purchase order, statement of work, ordering document or other document governing the provision of Services or Products by Velociti.

“Customer Supplied Products” means certain products, including goods, hardware, and other items supplied by Customer or third parties in connection with the provision of Services.

“Domestic USA” shall mean territories within the United States and its insular possessions, as well as Puerto Rico.

“Facility” means a Velociti warehouse facility.

“Goods” shall mean goods stored at a Facility.

“International” shall mean territories other than Domestic USA.

“Losses” shall mean all losses, damages, penalties, liabilities, claims, and costs (including reasonable attorney fees).

“Products” means Customer Supplied Products and Velociti Supplied Products.

“Velociti Supplied Products” means certain products, including goods, hardware, and other items supplied by Velociti.

“Services” means certain services, including design, deployment, installation, configuration, staging, upfitting, warehousing, inventory management, picking, packing, shipping, testing, reverse logistics, or support services.

APPLICABILITY

Effective Date. These Terms and Conditions shall be effective as of the date that Customer signs a Contract or when Velociti begins performance of Services, whichever is earlier (the “Effective Date”).

THE FAILURE BY CUSTOMER TO RETURN A SIGNED COPY OF A CONTRACT DOES NOT RELIEVE CUSTOMER OF CUSTOMER’S OBLIGATIONS AS SET FORTH HEREIN ONCE VELOCITI BEGINS PERFORMANCE OF SERVICES.

SERVICES AND PRODUCTS

Contract Assumptions. All Contracts are contingent on the below “Assumptions”:

Pricing is inclusive of labor, expenses, project management, schedule creation, coordination, quality control, and data collection.

Customer account setup and credit verification must be completed prior to the provision of Services.

An executed Contract and, if applicable, a credit card authorization form, will be required prior to the provision of Services. If Customer uses a credit card to pay Velociti, a four percent (4%) service fee will be added to the total invoice.

Unless otherwise stated therein, pricing listed in any Contract applies to the contiguous United States only. Services rendered outside the contiguous United States will be quoted on a per project basis.

Pricing is contingent upon Velociti receiving access to all Customer sites, assets, hardware, and technical support from hardware vendor(s) necessary to allow Velociti to perform the Services in accordance with the quantities and schedule agreed upon in the Contract. Missed or rescheduled installations caused by a Service Restriction and not caused by Velociti will be billed at existing rates and will be documented as “no-shows.” “Service Restrictions” means the following:

Inability to gain unrestricted access to assets for installations;

Inability to gain unrestricted access to installation sites;

Unavailability of hardware required to perform installation;

Delay in activation of systems;

Delay in receiving technical support provided by Customer or Customer’s hardware providers;

Inclement weather deemed hazardous to a technician (when no indoor facilities are available); or

Troubleshooting or repair of previously installed hardware, not caused by Velociti.

Approved travel between installation sites, which is required to occur during the project schedule, will also be billed at existing rates.

Additional visits to a site to perform Services as a result of a no-show will require an additional quote or change order prior to proceeding.

All system hardware and installation consumables must be onsite and available for use prior to scheduling technician(s). In the event Velociti is requested to provide additional installation consumables, additional charges will apply.

Any hardware related failures, which are unable to be remedied by troubleshooting at the time of the initial provision of Services will not be the responsibility of Velociti and will be subject to additional charges.

Suitable facilities must be provided for installation services. Inclement weather may result in delays beyond Velociti’s control. Indoor facilities provided by Customer may mitigate any potential delays. Delays can result in additional days and costs required to complete the agreed upon scope of work which will be communicated as they occur.

Technician dispatch requires a four (4) week lead time from Contract acceptance, receipt of purchase order, or executed agreement.

Services and the Contract. Velociti will provide to Customer the Services set out in any Contract. Each Contract will be deemed to incorporate these Terms and Conditions and will include: (1) a scope of work ; (2) a description of the Services to be provided; (3) a description of the Products, if any; (4) the fees and expenses to be paid by Customer for the Services and Products (the “Fees”); (5) the projected schedule for the Services; and (6) any additional terms and conditions as may be mutually agreed upon by the parties.

Schedule; Changes. All statements and agreements concerning time are good faith estimates based upon information available and circumstances existing at the time made, and the Contract is subject to equitable adjustment upon any material change in such information or circumstances, the occurrence of an excusable delay (as provided for below in Section 3(d) or upon modification of the Assumptions, scope, timing or level of work to be performed by Velociti. In addition, either party will be entitled to propose changes. It is mutually acknowledged that any proposed change may affect the Fees (as defined above) payable to Velociti and/or the project schedule. Neither party will have any obligation with respect to any proposed change until an appropriate change order or amendment to the Contract is executed by both parties. Customer shall authorize change orders in a timely manner to ensure scope-of-work schedules are adhered to.

Excusable Delays. Velociti will be excused from delays in performing, or from a failure to perform, hereunder to the extent that any such delay or failure results from causes beyond Velociti’s reasonable control. Without limiting the generality of the foregoing, Customer acknowledges that each of the following will be considered grounds for an excusable delay or excusable failure to perform hereunder and may impede or delay Velociti’s performance of the Services: (1) Customer’s failures or delay in furnishing necessary information, equipment, or access to facilities; (2) failures or delays by Customer in completing tasks required of Customer or in otherwise performing Customer’s obligations (including approving change orders); (3) failures or delays caused by inclement weather; and (4) any Assumption that proves to be untrue or incorrect. Once a technician arrives at a site, delays due to a Service Restriction which require the technician to remain at the site longer than expected based on the Services to be performed may result in a billable delay to Customer. In the event immediate resolution of the delay cannot be reached with Customer, additional charges will apply. Such delays will be documented by the technician within the data collection process.

Velogic Platform. Velociti hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Velogic Platform during the Term, solely for Customer’s internal use in connection with the provision of Services. The Velogic Platform is provided to Customer “as-is”, without any warranties or indemnities of any kind.

FEES; PAYMENT TERMS; CANCELLATIONS

Fees. Customer will pay Velociti the Fees set forth in the Contract in accordance with this Section 4. Unless otherwise set forth in the Contract, Velociti reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial term of the Contract, or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes in good faith that Velociti has billed Customer incorrectly, Customer must contact Velociti to dispute the Fees no later than ninety (90) days after the closing date on the first invoice in which the error or problem appeared, to receive an adjustment or credit.

Payment. Customer will pay all Fees within thirty (30) days after the date of the applicable invoice. Customer will make all payments hereunder in US dollars. Customer will make payments to the address or account specified in the Contract or such other address or account as Velociti may specify in writing from time to time. Unpaid past-due amounts are subject to a finance charge of one and a half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all costs and expenses of collection.

Nonpayment and Suspension of Services. If any Fees are more than ten (10) days past due (other than Fees disputed in good faith in accordance with Section 4(a)) then, in addition to any other rights or remedies it may have under these Terms and Conditions or by law, Velociti reserves the right to suspend the performance of the Services upon written notice, without liability to Customer, until such amounts are paid in full. Any suspension of Services under this Section will be deemed an excusable delay in accordance with Section 3(d) of these Terms and Conditions.

Taxes. All Fees and other amounts payable by Customer under these Terms and Conditions are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Velociti’s income.

No Deductions or Setoffs. All amounts payable to Velociti under these Terms and Conditions will be paid by Customer to Velociti in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).

Cancellations. In the event of a cancellation of Services, Velociti may charge for all materials procured in connection with the Services, which are unable to be returned. If Velociti is able to return any materials after cancellation of Services, then a fifteen percent (15%) restocking fee will apply. Unless otherwise agreed, Velociti will charge the Customer for project cancellations as follows:

For projects priced per unit:

Projects to be performed in fewer than five (5) consecutive days:

If a scope of work is cancelled greater than forty-eight (48) hours prior to the start date, no cancellation charge applies.

If a scope of work is cancelled fewer than or equal to forty-eight (48) hours prior to the start date, a charge equal to three (3) times the price per unit will apply for each technician assigned to begin the project on the start date.

Projects to be performed in greater than or equal to five (5) days:

If a scope of work is cancelled greater than or equal to four (4) weeks prior to the start date, no cancellation charge applies.

If a scope of work is cancelled fewer than four (4) weeks prior to the start date, the price per unit charges quoted will be invoiced for a quantity equal to the first week of scheduled activity.

If a scope of work is cancelled after the start date, the price per unit charges quoted will be invoiced for scheduled activity the week of notification and the week following.

For projects priced by a flat rate per tech day:

If a scope of work is cancelled greater than or equal to four (4) weeks prior to the start date, no cancellation charge applies.

If a scope of work is cancelled fewer than four (4) weeks prior to the start date or after the start date, the daily charges quoted will be invoiced for an additional ten (10) business days from the cancellation date.

For Projects priced by a flat rate per tech week:

If a scope of work is cancelled greater than or equal to four (4) weeks prior to the start date, no cancellation charge applies.

If a scope of work is cancelled fewer than four (4) weeks prior to the start date or after the start date, the weekly charges quoted will be invoiced for all technicians assigned to the project for the balance of the notification week and one (1) additional week.

CUSTOMER OBLIGATIONS

Customer Equipment. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to perform, connect to, access or otherwise use the Services, including, without limitation, hardware, servers, software, operating systems, technology products, assets, networking and the like (collectively, “Customer Equipment”). Customer is responsible for maintaining the security of the Customer Equipment and for all uses of it with or without Customer’s knowledge or consent. Customer Equipment must be in good working condition. Any delays caused by improper Customer Equipment will result in additional charges.

Cooperation. Customer will reasonably cooperate in the provision of the Services by providing Velociti: (1) timely decision-making; (2) notification of relevant issues or information; (3) access to applicable information, assets, personnel, facilities, and Customer Equipment; (4) proper configuration of necessary assets and/or facilities; and (5) any other assistance as reasonably requested by Velociti. Velociti is entitled to rely on all decisions and approvals of Customer. Customer will also take reasonable steps, including obtaining any required licenses or consents, to prevent Customer-caused delays in Velociti’s provision of the Services.

Access. When Velociti personnel provide Services on Customer’s premises, Customer will provide Velociti personnel with (1) access to a suitable workspace, including indoor space in the case of inclement weather, and Customer Equipment for performance of the Services; (2) necessary security access; (3) access to Customer’s facilities, such as networking systems, and relevant information, including software, hardware and documentation; and (4) any other items set forth in the Contract or reasonably requested by Velociti. While on Customer premises, Velociti will instruct its personnel to comply with all applicable Customer rules and policies that have been communicated in advance in writing to Velociti. Velociti shall be granted geographic and scheduling control, allowing development of an efficient project schedule with minimized unproductive time. Site and asset access will be determined by the agreed upon hours of access and schedule. Typical site access is five (5) days per week for up to ten (10) hours daily to complete nine (9) productive hours of service. Customer shall adhere to agreed upon access.

PURCHASE AND SALE OF VELOCITI SUPPLIED PRODUCTS

These Terms and Conditions for Purchase and Sale of Products (the “Purchase Terms”) apply where Customer purchases any Velociti Supplied Products.

Velociti will sell to Customer and Customer will purchase from Velociti the Velociti Supplied Products set forth on an applicable Contract or purchase order executed between the parties (the Contract and the purchase order, collectively, the “Order”) in the quantities and at the prices stated in the Order.

Unless otherwise stated in an Order, title to (subject to Section 4 of these Purchase Terms or other financing arrangement procured by Customer) and risk of loss of the Velociti Supplied Products will pass to Customer upon shipment to the address set forth in the Order, regardless of which party arranges the shipping. All Velociti Supplied Products will be deemed to be F.O.B. Velociti’s warehouse (or, if shipped to Customer direct from the manufacturer or a reseller, F.O.B. the manufacturer’s warehouse or the reseller’s warehouse, as applicable). Any stated delivery dates are approximate. Velociti will not be liable for any Losses for failure to meet any delivery date.

Customer grants to Velociti a security interest in the Velociti Supplied Products sold to Customer under these Terms and Conditions and any proceeds therefrom (including accounts receivable) until Velociti has received payment in full for the Velociti Supplied Products. Customer will sign and deliver to Velociti any document to perfect this security interest that Velociti reasonably requests.

Except for any security interest in connection with Section 6d) of the Purchase Terms or other financing arrangement procured by Customer, Velociti warrants that the Velociti Supplied Products are free, and at the time of delivery will be free, from any security interest or other lien or encumbrance.

Velociti is not the manufacturer of the Velociti Supplied Products. Accordingly, the Velociti Supplied Products are provided “as-is” and Velociti does not make any warranties with respect to the Velociti Supplied Products. Customer acknowledges that it has relied solely on the investigations, examinations, and inspections Customer has chosen to make and that Velociti has afforded Customer the opportunity for full and complete investigations, examinations, and inspections. without limiting the foregoing, Velociti does not represent nor warrant that the Velociti Supplied Products may be used, sold, or transferred without infringing patents, intellectual property rights or other proprietary rights of third parties, and Customer acknowledges and agrees that Velociti will have no liability whatsoever for the infringement by Customer, its suppliers or its other customers of any intellectual property right or other proprietary right owned or controlled by any third party, caused by the Velociti Supplied Products. Notwithstanding the foregoing, Velociti will use good faith efforts to pass through to Customer any assignable rights that Velociti has under the applicable manufacturer’s warranties for the Velociti Supplied Products, and Customer will be responsible for filing any applicable manufacturer’s warranty claims for Velociti Supplied Products.

Return of Velociti Supplied Products will be governed by the applicable manufacturer’s return policies in effect on the date of return.

Customer acknowledges that the Velociti Supplied Products are manufactured by third parties and may be subject to additional manufacturer license terms, warranty requirements, and end-user restrictions (“Manufacturer Terms”). Customer agrees to comply with all such Manufacturer Terms as communicated by Velociti (for example, attached to a Contract) or included with the Products. Customer further agrees to comply with all applicable U.S. and foreign export control laws, trade sanctions, and import laws in connection with its purchase, use, resale, or distribution of the Products. Velociti shall have no liability arising from Customer’s failure to comply with Manufacturer Terms or applicable laws, and Customer shall indemnify Velociti for any Losses resulting from such failure.

Customer acknowledges that the Velociti Supplied Products include proprietary components, software, documentation, and/or confidential information of Velociti and/or its licensors and manufacturers. Customer shall not, and shall prevent any third party from taking actions to, (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, trade secrets, or other intellectual property embodied in the Velociti Supplied Products or any components, software, or documentation thereof; or (ii) use the Velociti Supplied Products to develop, enable, or support competing products or services or otherwise use information learned from the Velociti Supplied Products (including through inspection or performance testing) to design, procure, or support a competing product or service. This restriction applies except and only to the extent such activity is expressly permitted by applicable law notwithstanding this limitation. Customer agrees that breach of this paragraph would cause irreparable harm for which monetary damages may be inadequate, and Velociti may seek injunctive relief in addition to any other remedies. This paragraph survives termination or expiration of the Contract and any resulting purchase or service term.

INSTALLATION, CONFIGURATION AND STAGING SERVICES

These Terms and Conditions for Installation, Configuration and Staging Services (the “Installation Terms”) apply where Velociti is installing, configuring or staging Products for Customer as part of the Services.

Except as otherwise set forth in the Contract, Customer is prohibited from (1) unboxing, opening or otherwise disturbing the contents of any Product deliveries, and (2) attempting to set up, configure, stage or install the Products. Velociti personnel will install, configure or stage the Products as described in the Contract. Any action taken by or on behalf of Customer in violation of the foregoing prohibitions is a breach of the Contract, and Velociti will be excused from any failure to perform its obligations under the Contract and Velociti will not be responsible for any Losses resulting from Customer’s breach of this prohibition.

If Velociti is performing any installation, configuration or staging Services at Customer’s site, Velociti will work with Customer to ensure Customer’s site meets Velociti’s requirements for delivery, installation, configuration or staging of the Products as set forth in the Contract.

Except as otherwise set forth in the Contract, Velociti will provide all equipment, tools, and personnel necessary to install, configure and/or stage the Products.

The limited warranty for Services set forth in the Contract applies to any installation, configuration or staging Services provided by Velociti, provided that the warranty is voided upon any alteration, or attempted alteration, to the Products after their installation, configuration or staging. Additionally, Velociti is not liable for any warranty claim arising from the failure to adequately maintain the Products in accordance with written specifications after their installation, configuration or staging, or for any misuse or abuse not caused by Velociti’s personnel.

While the Products are at a Facility, Velociti shall (1) keep the Products separate and capable of identification as the property of Customer and make entries in its books and records showing the types and quantities of Products received and that the Products are held for the account of Customer; (2) not lien, mortgage, pledge or in any other manner permit the Products to be encumbered; (3) keep the Products in a suitable place for storage, and (4) keep the Products insured at its own expense against fire, theft and such other normal business risks.

In the case of loss or damage to Products stored at a Facility for which Velociti is not liable, Customer shall be responsible for all charges incurred in removing and disposing of such Products, including any environmental clean-up and remediation costs related to such Products and their removal and disposal. Customer shall be responsible and liable for any damage or Losses caused by the Products, including to Velociti property, except (1) to the extent caused by Velociti’s gross negligence or willful misconduct or (2) with respect to any Velociti Supplied Products. Customer assumes the risk of loss, theft or damage to the Products when Customer receives delivery of the Products.

WAREHOUSING SERVICES

This Section applies to the provision of warehousing, storage, handling, and related Services by Velociti for Customer.

The applicable Products to be tendered for storage by Customer to Velociti will be set forth in the Contract, and Velociti shall provide the Services in its Facility identified in the Contract.

Except as otherwise set forth in the Contract, Customer will (1) tender any Products for storage only during Velociti’s posted business hours for the its Facility; (2) tender all Products to the Facility properly marked and packed to ensure safe storage and handling; (3) provide Velociti with information concerning the Products that is accurate, complete, and sufficient to allow Velociti to comply with all laws and regulations concerning the storage, handling, processing, and transportation of the Products; and (4) furnish at or prior to tender of the Products for storage a manifest in a form approved by Velociti listing any categories of Products, specific items to be separately kept and accounted for (if any), and the types of storage and other services requested. Velociti may refuse to accept any Products for storage if the Products tendered for storage do not conform to the description contained in this provision.

Proper packaging must accurately protect any articles susceptible to damage as a result of conditions encountered in storage, including changes in temperature. Customer warrants that it is in compliance with all applicable laws, including but not limited to, those regarding dangerous or hazardous materials. Customer shall provide Velociti with any handling, packing and storage instructions in connection with any hazardous materials in advance prior to Velociti accepting tender of such Goods, including, without limitation, providing the Material Safety Data Sheets (MSDS) for such Goods, and Velociti may, at its sole discretion, refuse to handle such Goods. Customer hereby agrees to fully indemnify, defend and hold harmless Velociti and its directors, officers, members, managers, subcontractors, and employees from and against any and all claims, liabilities, fines, penalties, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) arising out of Velociti’s handling, packing or storage of hazardous material Goods on behalf of Customer, where Velociti materially complied with the safe handling, packing and storage instructions received by or provided to Velociti on behalf of Customer in connection therewith.

Unless specifically agreed to in writing, Velociti shall not be responsible for storage of the Goods in a temperature or humidity-controlled environment. Customer knowingly accepts that the Goods will be warehoused in a non-temperature/humidity-controlled environment. Velociti will not be responsible for any loss or damage to the Goods that result from fluctuations in temperature range or in humidity levels of the warehouse. Company will furthermore not be responsible for Losses incurred to perishable Goods, unless otherwise agreed to in writing prior to tender of the Goods for storage.

For all Products shipped to a Facility, Customer will ensure that the bill of lading or other contract of carriage (each, a “Transportation Contract”) as well as all declarations to government regulatory agencies (1) identify Customer as the named consignee, in care of Velociti, and (2) do not identify Velociti as the consignee. If any Products are shipped to the warehouse naming Velociti as named consignee on the Transportation Contract, Customer will promptly notify the carrier in writing that Velociti is (i) the “in care of party” only and (ii) does not have any beneficial title or interest in the Products. Velociti may refuse to accept any Products tendered for storage in violation of this provision and will not be liable for any loss or damage to, or misconsignment of, such Products. Whether Velociti accepts or refuses goods shipped in violation of this Section 8(f), Customer agrees to indemnify, hold harmless, and defend Velociti, its affiliates, and its and their respective officers, directors, employees and agents from and against any and all Losses resulting from all claims for transportation, storage, handling, and any other charges relating to such Products. Customer further agrees to indemnify, hold harmless, and defend Velociti, its affiliates, and its and their respective officers, directors, employees and agents from and against any and all Losses associated with the improper declaration of Velociti as consignee.

Unless otherwise agreed to by the parties, Customer shall provide Velociti with reasonable advance written instructions (each, a “Release Order”) if it desires to order any Products released from a Facility. Subject to receipt of such Release Order and payment of all outstanding storage and other fees, Velociti shall release the requested Products to Customer or its designee upon return of the warehouse receipt or receipts issued for the applicable Products, together with the applicable Release Order, signed by Customer.

Velociti will have a lien on the Products to secure Customer’s payment of all fees, charges and expenses hereunder in connection with the storage, transportation, preservation, and handling of the Products as well as for like charges and expenses in relation to any other Products whenever deposited with Velociti by Customer. Velociti may enforce this lien at any time, including by selling all or any part of the Products in accordance with applicable law.

If Velociti is performing the Services at Velociti’s site, Sections 7(f) and 7(g) will apply.

The Parties agree that Goods covered by differing warehouse receipts may be commingled as commercially necessary.

With respect to warehousing services, Velociti’s liability shall be limited to (i) in the event of loss or damage to Goods, $.50 per pound, $50 per occurrence, or the invoice value of the Goods lost or damaged, whichever is less; and (ii) in all other cases, the fees paid for such services during the twelve (12) months prior to the event giving rise to such claim. WITHOUT LIMITING THE FOREGOING, VELOCITI SHALL NOT BE LIABLE IN ANY EVENT FOR: (1) SHRINKAGE OR LOSS OF WEIGHT OF ANY GOODS; (2) LOSS OR DAMAGE TO GOODS RESULTING FROM IMPROPER PACKING, INSUFFICIENT COOPERAGE, BREAKAGE, BOXING, CRATING, WEAR AND TEAR OR INHERENT QUALITIES OF THE GOODS; AND/OR, (3) LOSS OF GOODS BY LEAKAGE OR THROUGH FAILURE TO DETECT SAME, OR (4) CONCEALED DAMAGE TO ANY GOODS.

Any claims for warehousing Services by Customer against Velociti hereunder relating to loss of or damage to Goods must be presented in writing to Velociti no later than the earlier to occur of (a) sixty (60) days after such Goods are tendered for transportation out of the Facility; or (b) sixty (60) days after Customer is notified by Velociti that loss of or damage to such Goods has occurred. Such claim must contain sufficient information to identify the Goods as to which the claim is being made, the basis of the claim, and the amount of the claim.

All claims for overcharge shall be deemed waived if not presented to Velociti within one hundred eighty (180) days of the original invoice date. Notwithstanding the foregoing, if an account is more than sixty (60) days past due, Velociti may apply overpayments, or other credits owed to Customer, against the oldest dated invoices.

All claims are to be submitted in writing by certified mail to the following physical and/or email address: Velociti LLC, 4780 NW 41st Street, Suite 500 Riverside, MO 64150, Attn: Legal Department, legal@www.velociti.com. Claims for loss or damage will not be fully processed until the applicable warehouse invoice has been paid.

The provisions of this Section shall survive termination or expiration of these Terms and Conditions.

INVENTORY MANAGEMENT SERVICES

This Section applies to the provision of inventory management Services for Products by Velociti for Customer.

Customer will provide Velociti with access to all necessary information to allow Velociti to maintain Customer’s inventory of Products at Customer’s desired levels. In addition, Customer will take all steps required to assure Velociti ongoing access to data needed for efficient management of Customer’s Product inventory during the term of these Terms and Conditions.

Velociti will use reasonable efforts to maintain Customer’s inventory of Products so that the inventory does not, without the prior consent of Customer, fall below Customer’s desired levels as set forth in the Contract or as otherwise agreed to between the parties in writing.

If Velociti is performing the Services at Velociti’s site, Sections 7(f) and 7(g) will apply.

SHIPPING AND TRANSPORTATION SERVICES

This Section applies to the procurement of transportation Services by Velociti for Customer.

Velociti is not responsible for adequately packaging the Goods so as to ensure safe transportation with ordinary care in handling. Proper packaging by either the Customer or manufacturer must accurately protect any articles susceptible to damage as a result of conditions encountered in transportation, including changes in temperature or atmospheric pressure. Customer warrants that it is in compliance with all applicable laws relating to the carriage of goods, including, but not limited to, those regarding dangerous or hazardous materials. By tendering a shipment to Velociti, Customer certifies to Velociti that it has properly classified, described, packaged, marked, and labeled the named articles and such are in proper condition for transportation according to applicable laws and regulations, including applicable regulations of the Transportation Security Administration.

Velociti shall not be the importer or exporter of record for Customer’s Goods or Products.

If Velociti arranges international shipments on Customer’s behalf, Customer must promptly provide all information and documents that may be needed to achieve clearance for export and import customs clearance at country of destination. This includes, as applicable, accurate commercial invoices, packing lists, product descriptions, values, Harmonized Tariff Schedule or Schedule B commodity classifications, Export Control Classification Number (ECCN) or EAR99 details, country of origin, consignee/end-user details, and any other data elements required for transmission of Electronic Export Information (EEI) in the Automated Export System (AES), AES filing citation if already cleared for export, or AES exemption legend.

Customer is responsible for ensuring the Goods may be lawfully exported and imported, including determining whether any export license, permit, or other government authorization is required.

Velociti may rely on the information provided by Customer and may delay or decline shipment if required documentation is incomplete or inaccurate. Customer will be responsible for any costs, delays, penalties, or fines resulting from Customer’s failure to provide accurate or timely export information.

Customer shall provide Velociti with any handling, packing and storage instructions in connection with any hazardous materials prior to Velociti accepting tender of the same for shipment. Customer hereby agrees to fully indemnify, defend and hold harmless Velociti and its directors, officers and employees from and against any and all claims, liabilities, fines, penalties, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) arising out of (a) Velociti’s issuance of bills of lading, air waybills, ocean bills of lading, delivery orders, FAA Security Endorsements or other transportation document(s) for hazardous material shipments on behalf of Customer pursuant to these Terms and Conditions, where the information on the transportation documents accurately reflected information received by or provided to Velociti on behalf of Customer; (b) Velociti’s handling, packing or storage of hazardous material shipments on behalf of Customer, where Velociti materially complied with the safe handling, packing and storage instructions received by or provided to Velociti on behalf of Customer in connection therewith; and (c) Customer’s failure to disclose information or any materially incorrect or false statement by Customer upon which Velociti reasonably relied.

With respect to Domestic USA full truckload shipments, in the event of any liability for loss of or damage to any such shipment, Velociti’s liability per shipment shall be limited to the actual value of the Goods lost or damaged, not to exceed $150,000 per occurrence. With respect to less-than-truckload shipments, in the event of any liability for loss of or damage to any shipment, Velociti’s liability shall be limited to $.50/lb of the Goods in question, $50 per shipment, or the invoice value of the Goods in question, whichever is less. Partial loss or damage shall be prorated on this basis.

With respect to Domestic USA air, in the event of any liability for loss of or damage to any shipment, Velociti’s liability shall be limited to $.50/lb of the Goods in question, $50 per shipment, or the invoice value of the Goods in question, whichever is less. Partial loss or damage shall be prorated on this basis.

With respect to International air shipments, Velociti’s liability per shipment shall be limited in accordance with any applicable international carriage of goods convention. In the event that no international convention is applicable, Velociti’s liability per International air shipment shall be limited to $20 per KG.

With respect to maritime shipments, as to any portion of the carriage that is governed by the United States Carriage of Goods by Sea Act, Velociti’s liability shall be limited to $500 per packing unit, or for Goods not shipped in packages, per customary freight unit. In all other cases involving maritime shipments, Velociti’s liability per shipment shall be limited in accordance with any applicable convention, including the rules set forth in the Hague-Visby Rules as amended by the Brussels Protocol of 1968, or the amount set forth in the United Nations Convention on Contracts for the International Carriage of Goods Wholly or Partly by Sea (“Rotterdam Rules”), signed September 23, 2009 at such time as the Rotterdam Rules come into effect; in the event no convention is applicable, Velociti’s liability shall be limited to $500 per container.

With respect to shipments by rail, in the event of any liability for loss of or damage to any such shipment, Velociti’s liability per shipment shall be subject to 49 USC § 11706 regardless of the nature of commerce or the jurisdictions of performance and subject to a limitation of the value of the Goods or $200,000, whichever is less.

With respect to all shipments of Goods, Customer has the option to purchase insurance or declare a higher value for such Goods by paying additional compensation to increase the limits of liability as indicated above. GOODS WILL NOT BE INSURED OR HIGHER VALUE WILL NOT BE DECLARED UNLESS REQUESTED BY CUSTOMER IN WRITING AND CONFIRMED BY VELOCITI IN WRITING.

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, VELOCITI SHALL NOT BE LIABLE FOR DELAY UNLESS THE PARTIES HAVE OTHERWISE AGREED IN WRITING. SHOULD THE INSURER OR UNDERWRITER DISPUTE COVERAGE OR LIABILITY FOR ANY REASON, CUSTOMER SHALL HAVE RECOURSE AGAINST THE INSURER OR UNDERWRITER ONLY, AND VELOCITI SHALL NOT BE UNDER ANY RESPONSIBILITY OR LIABILITY IN RELATION THERETO.

In accordance with 49 U.S.C. Section 14101(b)(1), Customer and Velociti expressly waive any and all rights and remedies that each may have under 49 U.S.C. §§ 13101 through 14914 that are contrary to specific provisions of these Terms and Conditions.

The provisions of this Section shall survive termination or expiration of these Terms and Conditions.

As to all shipments of Goods hereunder, claims for loss, damage or non-delivery must be made within nine (9) months of the shipping date, or such claims shall be deemed to be waived. Original shipping carton and contents must be retained by consignee for inspection. Acceptance of Goods by recipient without noting damage on the delivery notice shall be conclusive evidence that such Goods were delivered in good condition and without damage. In the event a claim is disallowed, any civil action by Customer must be brought within two (2) years from written notice of such disallowance.

As to all International shipments, in no event shall Velociti be liable for any act, omission or default by it in connection with an exportation or importation of Goods, unless a claim therefor shall be presented to Velociti within one hundred eighty (180) days from date of exportation or importation of the Goods in a written statement to which sworn proof of claim shall be attached.

All claims are to be submitted in writing by certified mail to the following physical and/or email address: Velociti LLC, 4780 NW 41st Street, Suite 500 Riverside, MO 64150, Attn: Legal Department, legal@www.velociti.com. Claims for loss, damage or non-delivery will not be fully processed until the applicable freight invoice has been paid.

In the event Velociti pays a claim, Velociti shall be entitled to possession of the portion of the shipment for which the claim was made and shall be under no obligation to return any portion of the shipment to Customer or other parties. Velociti shall be entitled to salvage any such portion of the shipment and shall be under no obligation to return any salvaged proceeds to Customer or other parties. The failure to provide the salvage shall be a bar to recovery of such claim. Finally, if Velociti pays a claim and Customer or a third party later salvages that portion of the shipment for which the claim was made, Velociti shall be entitled to a refund, up to the amount of the claim paid by Velociti.

Velociti may open and inspect Goods at any time prior to delivery, including pursuant to the security requirements of the Transportation Security Administration of the US government.

Velociti is authorized to select and engage carriers, truckers, forwarders, customhouse brokers, agents, warehousemen and others as may be required, to transport, store, deal with and deliver the Goods. The Goods may be entrusted to such parties subject to all conditions as to limitations of liability for loss, damage or delay and to all rules, regulations, requirements and conditions, whether printed, written or stamped, appearing in bills of lading, receipts or tariffs issued by such carriers, truckers, forwarders, customhouse brokers, agents, warehousemen and others. Customer hereby authorizes Velociti to use any alternative mode of transport for any reason in order to attempt to meet the service levels requested by Customer.

Velociti reserves the right to reject a shipment at any time when such shipment is from an unknown customer, such shipment may cause damage to or delay other shipments, equipment or personnel, if transportation of such shipment is prohibited by applicable law or regulation, or such shipment otherwise does not comply with the terms of the applicable bill of lading.

There are certain types of articles that are either on the list of prohibited items which will never be accepted for transport by Velociti, or which will not be accepted for carriage without the prior knowledge and written approval from Velociti. The following is a list of such prohibited cargo(s) any shipment prohibited by law; firearms; certain types of dangerous goods; original works of art, antiques; bonds; coins of any kind; currency; currency equivalents; furs; fur clothing; gems or stones (cut or uncut); industrial diamonds; gold or silver; coined concentrates; jewelry (other than costume jewelry); pearls; precious metals; securities (negotiable); time sensitive written material (e.g. bids, contract proposals, etc. when the declared value exceeds USD $0.50 per pound); one-of-a-kind articles or models; prototypes; valuable rugs (i.e. Oriental rugs, Persian rugs) and prints or lithographs and household goods and/or personal effects when the total declared value of the shipment exceeds USD $500 or when the declared value exceeds USD $0.50 per pound, per piece. Velociti shall not be liable for any loss, damage, delay, liabilities, penalties or fines resulting from the transportation of any of the foregoing articles, however described or mis-described in the Bill of Lading (including unacceptable descriptions such as “FAK”), and no employee or agent of Velociti has any authority to waive the limitations herein contained. Velociti retains the right to refuse any such shipment prior to acceptance. In the event Velociti discovers, after acceptance of a shipment, that the shipment contains any of the herein mentioned articles, it reserves the right to refuse the shipment, or if already in transit, to refuse to deliver the shipment to the Consignee. Customer agrees to pay all expenses, freight charges, fines and penalties for said shipment. Customer further agrees to indemnify and hold harmless Velociti from any and all loss, damage, delay, liabilities, penalties or fines arising out of or related in any way to shipments containing any of the items described in this Section.

CONFIDENTIALITY

Confidential Information. All non-public, confidential or proprietary information of either party, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by a party to the other party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with these Terms and Conditions (“Confidential Information”) is confidential, solely for the use of performing these Terms and Conditions and may not be disclosed or copied unless authorized in advance by the disclosing party in writing. Upon the disclosing party’s request, the receiving party shall promptly return or destroy all Confidential Information received from the disclosing party. Notwithstanding the foregoing, the receiving party may retain copies of Confidential Information as part of routine data backups on its computer systems or as required for legal, compliance or regulatory purposes, provided that such copies are kept confidential. The disclosing party will be entitled to seek injunctive relief for any violation of this Section. This Section does not apply to information that: (1) was, is or becomes generally available to the public other than as a result of disclosure by the receiving party; (2) was in the possession of the receiving party at the time of disclosure; (3) was rightfully obtained by the receiving party on a non-confidential basis from a third party; or (4) was or is independently acquired or developed by or on behalf of the receiving party without use of the Confidential Information.

INTELLECTUAL PROPERTY; OWNERSHIP

Intellectual Property. Each party retains all right, title and interest (including all intellectual property rights) in and to its concepts, data, designs, developments, documentation, drawings, hardware, improvements, information, inventions, processes, software, techniques, technology, tools, and any other intellectual property as well as all improvements, enhancements or modifications thereto, that either (1) exist prior to the Effective Date; or (2) are developed at any time without any use, knowledge of, or reference to, the other party’s Confidential Information or other information obtained in connection with these Terms and Conditions. Except for the limited rights and licenses expressly granted under these Terms and Conditions, nothing in these Terms and Conditions grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to any Velociti-owned intellectual property.

Customer Data. Velociti acknowledges that, as between Velociti and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data (as defined below). Customer hereby grants Velociti a non-exclusive, sublicensable, royalty-free, worldwide license to use Customer Data in connection with these Terms and Conditions, which license terminates automatically upon the expiration or termination of these Terms and Conditions. For purposes of these Terms and Conditions, “Customer Data” means all information, data, and other content, in any form or medium, that is provided by or on behalf of Customer to Velociti hereunder.

Data Sharing. Customer acknowledges and agrees that Velociti may share Project-Related Data (as defined below) with select third parties, including hardware manufacturers, to ensure the functionality, performance, and support of hardware technology. This data exchange is essential to deliver the Services to Customer related to deployment, diagnostics, and performance optimization. “Project-Related Data” means data that may be shared pursuant to these Terms and Conditions including, but not limited to:

Project status information.

Project dashboards and reports for work orders and service records.

Field-level data, such as asset numbers, device serial numbers, installation site identifiers, and other deployment metadata.

Image data, including, but not limited to asset photographs, diagnostic verification images, and camera placement documentation.

Dashboard analytics and metrics.

Reports generated through the Velogic Platform.

No personally identifiable information or financial records will be included unless separately authorized by Customer. Data will be made accessible to select third parties through the Velogic Platform, which includes dashboards and system-generated reports. Access may be in real-time or periodic, depending on system configuration and project needs. Velociti agrees to maintain industry-standard administrative, physical, and technical safeguards to protect the confidentiality and integrity of all Project-Related Data. All data sharing shall comply with applicable data protection regulations.

TERM AND TERMINATION

Term. The term of these Terms and Conditions (the “Term”) will commence on the Effective Date and will remain and continue in effect, unless sooner terminated, as provided hereunder.

Termination for Cause. Either party may terminate these Terms and Conditions, effective on written notice to the other party, if:

the other party materially breaches these Terms and Conditions, and such breach remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach;

the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or

The term of the accompanying Contract expires or is terminated.

Effect of Expiration or Termination. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. Additionally, if Velociti terminates these Terms and Conditions for cause, Velociti will be entitled to recover those reasonable costs incurred in anticipation of performance of the Services to the extent they cannot reasonably be eliminated.

Survival. Any provisions which by their nature are intended to survive will survive any termination or expiration of these Terms and Conditions.

WARRANTIES; DISCLAIMER

Limited Services Warranty. Velociti warrants that it will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards. Customer’s sole and exclusive remedy if the Services fail to materially conform to the foregoing warranty is that, if notified by Customer of such failure within twelve (12) months after completion of the specific Services (the “Warranty Period”), Velociti will, at its sole expense, promptly use reasonable efforts to cure or correct such failure. If Customer makes a claim under this warranty during the Warranty Period and Velociti in its reasonable discretion determines that the failure was caused by Customer, then Velociti will charge Customer its then-current rates to repair or remediate the failure.

Customer Supplied Products Warranty. Where Velociti is providing any Services related to or in connection with Customer Supplied Products, Customer represents and warrants that it is the owner or has lawful possession of the Customer Supplied Products and all right and authority to deliver and store them with Velociti and thereafter direct the release and/or delivery of the Customer Supplied Products. Velociti does not make any warranties beyond the manufacturer’s warranties with respect to the Customer Supplied Products.

Manufacturer’s Warranty for Velociti Supplied Products. All Velociti Supplied Products are sold with any applicable manufacturer’s warranty. Velociti does not make any additional warranties with respect to Velociti Supplied Products sold other than that Velociti shall assign to Customer any assignable rights that Velociti has under the manufacturer’s warranties.

Complete Obligation. Performance under any manufacturer’s warranties or the limited Services warranty set forth in Section 14(a) shall constitute the complete obligation of such manufacturer and Velociti for any claim in contract or in tort (including negligence and/or strict liability) or otherwise arising from the Products and Services, including the sale, installation, modification, use, maintenance, repair, operation or failure of any Products.

DISCLAIMER. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 14, THE SERVICES AND PRODUCTS ARE PROVIDED “AS-IS” AND VELOCITI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND VELOCITI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VELOCITI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

INDEMNIFICATION

Customer Indemnification. Customer will indemnify, hold harmless, and defend Velociti, its affiliates, and its and their respective officers, members, managers, directors, employees, subcontractors, and agents from and against any and all Losses resulting from any claim, suit, action, or proceeding brought by a third party (each, a “Third-Party Claim”) (1) alleging that the Customer Data, or any use of the Customer Data in accordance with these Terms and Conditions, infringes, misappropriates or violates such third party’s rights; (2) related to any personal injury (including death) or property damage caused by Customer’s intentional misconduct or negligent acts or omissions; (3) alleging that Customer is not the owner or does not have lawful possession of the Products or otherwise does not have the right and authority to deliver and store the Products with Velociti (except with respect to any Velociti Supplied Products sold by Velociti to Customer); (4) due to Customer’s failure to provide accurate or timely export information.

LIMITATION OF LIABILITY

EXCLUSION OF DAMAGES. IN NO EVENT WILL VELOCITI BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NOTICE WAS GIVEN OF THE POSSIBILITY OF SUCH LOSSES OR SUCH WERE REASONABLY FORESEEABLE.

CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF VELOCITI AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO VELOCITI BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING EXCLUSION AND LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

SAFETY AND COMPLIANCE

Velociti. Velociti personnel shall follow all applicable safety and health laws and requirements pertaining to the Services and the conduct thereof, including compliance with all applicable laws, ordinances, rules, regulations, and orders issued by a public authority, whether federal, state, or local, including OSHA. Customer shall provide Velociti with advanced written notice of its applicable safety rules, training and procedures required for Velociti personnel to obtain the necessary authorization to perform Services at its locations.

Customer. Customer agrees to follow all applicable safety and health laws and requirements when visiting, performing Services, or otherwise when present at any Velociti or its affiliates’ locations (collectively, the “Site”). Customer acknowledges that there may be machinery in use, including forklifts, cranes, and other heavy equipment, batteries, hazardous materials, all of which represent hazards and can cause injury. In addition, there may be materials stored on the Site, exposed objects which are sharp and pointed, unrailed walkways and stairs, unprotected holes or trenches, and other hazards. The Site includes areas which may not be safe for entry, or which pose a risk of fall or other personal injury. Customer shall assume all risk of damage, destruction, theft, or other loss of personal property and also of personal injury, including death, which may occur during its visit to the Site, and hereby expressly waives all rights to claim against Velociti, its employees, or other participants with respect to such Losses, injury, or death. Customer is solely responsible for itself, its employees, independent contractors, volunteers, agents, representatives, or anyone else connected directly or indirectly to Customer while on Site.

MISCELLANEOUS

Subcontractors. Velociti may use subcontractors and other third-party providers in connection with the performance of the Services as it deems appropriate.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and addressed to the parties at the addresses set forth on the Contract.

Public Announcements. Neither party will issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the Services or, unless expressly permitted under the Contract, otherwise use the other party’s trademarks, service marks, trade names, logos, or domain names, in each case, without the prior written consent of the other party, which will not be unreasonably delayed or withheld; provided, however, that Velociti may, without Customer’s consent, include Customer’s name and logo in its lists of Velociti’s current or former customers in promotional, marketing and other materials.

Force Majeure. In no event will either party be liable to the other party, or be deemed to have breached these Terms and Conditions, for any failure or delay in performing its obligations under these Terms and Conditions (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo, or downtime caused by a third party hosting provider (each, a “Force Majeure Event”), provided that in each case such party uses reasonable efforts, under the circumstances, to notify the other party of the Force Majeure Event causing the delay and to resume performance as soon as possible.

Amendment and Modification; Waiver. No amendment to or modification of these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms and Conditions, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions will operate or be construed as a waiver thereof; and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

Interpretation. The headings in these Terms and Conditions are for reference only and do not affect the interpretation of these Terms and Conditions. For purposes of these Terms and Conditions, (1) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (2) the word “or” is not exclusive; and (3) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms and Conditions as a whole.

Counterparts; Digital Signature. These Terms and Conditions, the Contract, and any related documents may be (1) executed in any number of counterparts and all such counterparts will be construed together and constitute one and the same agreement; and (2) signed digitally and delivered by digital transmission (including e-mail) and will be for all purposes effective as if the parties had executed and delivered one document.

Severability. If any provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms and Conditions to effectuate their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Governing Law; Submission to Jurisdiction. These Terms and Conditions are governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri. Any legal suit, action, or proceeding arising out of or related to these Terms and Conditions or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Missouri in each case located in the county of Jackson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms and Conditions or the transactions contemplated hereby.

Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Velociti, which consent will not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. These Terms and Conditions are binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.

No Third-Party Beneficiaries. These Terms and Conditions do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.