These Matrix Terms and Conditions, together with the attached Sales Quote, constitute the agreement ("Agreement") between Matrix Networks ("Matrix") and the customer executing this Agreement ("Customer"). This Agreement will be effective as of the commencement date incorporating these Terms and Conditions signed by both parties.

                                                                       Recitals

Customer wishes to acquire the network services (the “Services”) identified on the MCaaS Flex Sales Quote attached to and incorporated into this Agreement (the “Quote”), and to use any associated equipment loaned to Customer in connection with the Services (the “Equipment”) for the price and payment terms set forth in the Quote.

                                                                         Terms

In consideration of the terms, representations, warranties, covenants and conditions below, the parties agree as follows:

1. Connectivity Monitoring Services. Matrix shall, following the commencement date of the Services stated in the Quote, monitor the quality and “up time” of the Customer circuits specified in the Quote, and shall respond, in a commercially reasonable manner, to address any connection, configuration or Equipment issues related to any connectivity issues it observes. Customers not using a Matrix-provided SD-WAN may be covered by service level guarantees provided through the underlying Carrier, in which case Matrix will assist Customer in requesting Carrier-provided “down time” credits.

2. Change Orders. In the event the parties agree to change the nature or specifications of the Services or Equipment set forth in the Quote, such changes shall be documented in a written change order, signed by the parties, indicating any resulting changes in fees or performance deadlines.

3. Term of Agreement, Termination. The Agreement shall be effective on the Effective Date set forth above, and shall continue for an initial term of 36 months (the "Initial Term").  After the Initial Term, this Agreement will automatically renew for successive 36-month periods (each a "Renewal Term" and together with the Initial Term, the "Term") unless one party notifies the other party at least 30 days before the end of the then-current Term of its intention not to renew. Matrix may terminate this Agreement at any time during the Term if Customer fails to pay any monthly recurring charge within five days after its due date. Either party may terminate this Agreement if the other party fails to cure any other breach of this Agreement within 30 days after its receipt of a written notice of default describing in reasonable detail the nature of the breach (a “Termination for Cause”). If Customer terminates this Agreement for any reason other than a Termination for Cause, Customer shall, within 10 days following such termination, pay Matrix all of the fees that would otherwise be due and owing to Matrix for the remainder of the Term, including, without limitation, the recurring fees for the Connectivity Services.

4. Payment, Taxes, Interest.

1. Customer shall pay Matrix for all Services in accordance with the fee structure set forth in the Quote. Customer shall be responsible for Upon the execution of this Agreement, Customer shall pay Matrix any setup and configuration, fees set forth in the Quote.
   
   
2. All fees to be paid by Customer are exclusive of all taxes, and Customer shall be solely responsible for withholding and/or paying any such taxes, whether they are federal, state or local taxes, foreign taxes, sales use or excise taxes, or any similar tax; provided, however, that Matrix shall be solely responsible for paying income taxes on its own income.
   
   
3. Interest shall accrue on any past-due balances for any fees or other amounts owed by Customer under this Agreement at a rate equal to the lesser of: (i) twelve percent (12%) per annum; or (ii) the maximum rate of interest allowed by applicable law.

5. Ownership of Equipment. Any Equipment Matrix installs on or after the initial installation date for the Services shall, unless otherwise specified in the Quote, remain the property of Matrix or its vendors. Customer shall use commercially reasonable care to protect the Equipment from loss or damage and shall be liable for any damage to or loss of such Equipment. Customer will, at Customer's expense and in the manner directed by Matrix, promptly return the Equipment to Matrix upon the expiration or earlier termination of this Agreement for any reason. If Customer fails to return the Equipment within 30 days following its receipt of Matrix's return instructions, Customer authorizes Matrix to enter the premises where the Equipment is located, to take possession of all or any part of the Equipment and remove the Equipment from those premises, or to invoice Customer for current cost of replacing such Equipment, at Matrix’s sole discretion. Customer authorizes Matrix (or its vendor, as applicable) to file with the appropriate governmental entity in the state where Customer is incorporated or organized, one or more Uniform Commercial Code Financing Statements reflecting Matrix's or its vendor’s ownership of the Equipment.

6. Software Licensing. The Services Matrix provides Customer may include Customer’s use of software belonging to Matrix or its vendors, in which case Customer may be required to execute one or more appropriate End User License Agreements (a “EULA”) in connection with its possession and use of such software. Whether or not a Customer is required to execute a EULA, Customer represents, warrants and covenants that it will not, except as specifically required to use the Services or Equipment: (i) execute, use, copy, alter or modify the Software; (ii) decompile, reverse assemble, reverse engineer the Software or reverse engineer any hardware or firmware implementation of the software; (iii) sell, assign or otherwise transfer in any manner the Software or Customer’s right to use the software ; or (iv) take any action inconsistent with third-party intellectual property rights in the software.

7. Customer’s Representations, Warranties and Covenants. Customer represents, warrants and covenants as follows:

1. Customer warrants that it has accurately represented to Matrix its Services requirements and the environments to which those Services will apply, and acknowledges that the Quote provided by Matrix is predicated on those representations.
   
   
2. Customer covenants to timely cooperate with Matrix and to perform its obligations to Matrix with respect to the provision of all Services. In the event Matrix reasonably determines that Customer has failed to cooperate and perform as required, Matrix may terminate this Agreement For Cause, and may retain, without setoff or refund, all prior payments made by Customer for Matrix’s pre-termination Services provided in the performance of the Agreement.
   
   
3. Customer covenants to use the Services in compliance with all applicable laws and regulations, including, but not limited to, the CAN-SPAM Act of 2003, the Communications Decency Act of 1996, the Digital Millennium Copyright Act of 1998, the Children’s Online Privacy Protection Act of 1998, the Electronic Communications Privacy Act, the Electronic Funds Transfer Act, the 1995 Digital Performance Right in Sound Recordings Act, the Export Administration Act of 1979 (as amended), and the No Electronic Theft Act. Customer shall not use the Services for any illegal activity, including, but not limited to: (i) hacking, phishing, header spoofing or transmitting ransomware or other malware; (ii) fraud; (iii) unlawfully facilitating the sale or transfer of items, substances or persons; (iv) copyright infringement; or (v) communications that are defamatory or that violate privacy rights.
   
   
4. Customer acknowledges that it will be solely responsible for obtaining and using its own anti-virus, anti-Trojan, anti-malware and internet security software and appliances. Matrix does not warrant that the Connectivity Services will be safe or free of viruses, worms, Trojan programs, ransomware or other malware or destructive mechanisms. Customer covenants to use appropriate internet security devices and/or software to ensure that no third parties (e.g. hackers or phishers) take advantage of the fact that Customer’s computer is connected to the internet.
   
   
5. Customer acknowledges that access to the internet will be dependent upon multiple factors outside of Matrix’s control, including general internet failures and the failure of the Carrier to provide connectivity. Customer acknowledges that Matrix is not promising uninterrupted or unimpaired access to the internet through the MCaaS Flex Services, and covenants not to seek damages against Matrix for interruptions or impairment of the Services arising from matters outside of Matrix’s reasonable control.

8. Matrix’s Representations, Warranties and Covenants. Matrix represents, warrants and covenants as follows:

1. The Services will be provided in a commercially reasonable fashion, substantially in accordance with the specifications set forth in the Quote.
   
   
2. Any Equipment provided by Matrix for Customer’s use in connection with the Services will be free of defective parts or workmanship during the term of this Agreement. The Equipment warranty shall be contingent upon Customer’s prompt written notification advising Matrix of any Equipment defects, and Customer’s sole remedy under the Equipment warranty is that Matrix will, in its sole discretion, repair or replace defective Equipment. This warranty shall be void if Customer or any unauthorized third-party attempts to access, modify or repair the Equipment or any software running on the Equipment.
   
   
3. Except as specifically set forth above: (i) the Services, the Equipment, and any software provided with the Equipment, are provided to customer on an “as is” and “as available” Basis, without warranties of any kind, either express or implied; (ii) Matrix disclaims, to the fullest extent allowed by law, all implied warranties and conditions, including, without limitation, warranties of quiet enjoyment or non-infringement, warranties of merchantability or fitness for a particular purpose, and warranties under the uniform computer informational transactions act, as may be adopted by any jurisdiction from time to time; and (iii) Matrix does not guarantee or warrant that its Services will be uninterrupted, error-free, or free from malware, hacking, ransomware or other malicious activities.

9. Limitation of Remedies. In no event shall Matrix be liable to Customer for any indirect, incidental, special or consequential damages or lost profits arising out of or related to the Agreement, or to the performance or breach thereof, even if Matrix has been advised of the possibility thereof. Matrix’s maximum liability for any claim arising from this Agreement, including, without limitation, claims based upon statutes, product liability, negligence or other tort claims, shall be limited to the amount received by Matrix from Customer under this Agreement during the twelve (12) month period immediately preceding the event upon which liability is predicated. The remedy set forth above is exclusive and in lieu of all others, oral or written, express or implied. Customer acknowledges that the limitation of remedies contained in this Section 9 are an essential basis for the rights and obligations agreed to under this Agreement, and that Matrix would not enter into this Agreement absent such limitations. Customer waives all defenses based upon the doctrine that its remedies fail their essential purpose.

10. Indemnification.  Each party shall indemnify, defend and hold the other party, and its officers, directors, employees and agents, harmless against any third party claims, demands, expenses, losses, damages or other liability, including, without limitation, attorney’s fees, arising from any material misrepresentation, breach of covenant, breach of warranty, or failure to perform under this Agreement.

11. Force Majeure.  Neither party shall be in breach of this Agreement by reason of its delay in the performance of, or failure to perform, any of its obligations hereunder if such delay or failure is caused by acts of God or any event beyond its reasonable control, including, without limitation, the failure of the other party to cooperate as contemplated in this Agreement, natural disasters, acts of government, power failures, supply chain failures or delays, fire, floods, labor disputes, riots, acts of war, epidemics and pandemics (a AForce Majeure Event@). In the event a Force Majeure Event arises, Matrix shall have the right, in its sole discretion, to either terminate this Agreement and take possession of (or be paid for) its Equipment installed in connection with the Services, or to continue with its performance under the Agreement following the end of the Force Majeure Event and receive the benefit of Customer’s performance under the full Term as though such Force Majeure Event had not occurred.

12. Notices. Any notice, request, demand, or other communication to be provided under this Agreement shall be in writing, and shall be delivered to the parties at the addresses designated in the Quote, or at such other address as a party may later designate by written notice to the other parties. All notices shall be effective upon hand delivery or when placed in the United States mail, properly addressed, with postage prepaid as certified mail.

13. Notice of Breach.  Except for a default in payment, for which no notice shall be required, neither Matrix nor Customer shall be deemed in breach of this Agreement until the party claiming the breach has given written notice of the alleged breach to the other party, and the claimed breach has not been remedied within 30 days after such notice is delivered.

14. Remedies Upon Breach.  In the event a party breaches any covenant, warranty or term of this Agreement, the non-breaching party may pursue any legal or equitable remedies available to it under this Agreement and the laws of the state of Oregon.

15. Non-Waiver. The failure or delay of any party to require performance of, or to otherwise enforce, any condition or other provision of this Agreement shall not waive or otherwise limit that party's right to enforce, or to pursue remedies for the breach of, any such provision or condition. No waiver by any party of any particular condition or provision of this Agreement, including this non-waiver provision, shall constitute a waiver of or limitation on that party's right to enforce performance of, or to pursue remedies for the breach of, any other condition or provision of this Agreement. Any waiver of a party’s rights under this Agreement must be contained in a writing signed by the waiving party.

16. Successor Interests. This Agreement is not voluntarily assignable or transferable by any party to this Agreement without the express written consent of the other party or parties, which shall not be unreasonably withheld, conditioned or delayed. Subject to this restriction, this Agreement is binding upon, and shall inure to the benefit of, the successors, assigns, and bankruptcy estates of each of the parties.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon without regard to, or application of, Oregon's conflict of law provisions.

18. Jurisdiction, Venue. The parties agree that any suit, action or arbitration proceeding arising out of or relating to this Agreement shall be brought in Multnomah County, Oregon, and the parties expressly consent to the personal jurisdiction over them of any state or federal court in Multnomah County, Oregon. The parties reserve their rights under the Federal Rules of Civil Procedure to remove an action to federal court.

19. Dispute Resolution/Arbitration. In the event a dispute arises between the parties relating to or arising out of this Agreement, the parties agree to work in good faith to resolve such dispute informally. If the parties are incapable of resolving such dispute informally, any party may submit the dispute to mediation with the Arbitration Service of Portland, located in Portland, Oregon ("ASP"), and such mediation shall occur under the ASP's then‑current mediation rules. All parties shall participate in good faith in such mediation. In the event such mediation does not result in a resolution of the dispute, the dispute shall be resolved by binding arbitration, and a party may then, but only then, initiate an arbitration proceeding with the ASP under ASP's then‑current arbitration rules. In such arbitration, the arbitrator's fees shall be shared equally by the parties during the arbitration, but shall be recoverable as costs to the prevailing party. The arbitrator will control the scheduling of all events and will resolve all disputes, including disputes regarding pretrial procedure and discovery. The decision of the arbitrator (or arbitration panel) will be binding, and any party may submit the decision as an enforceable judgment with any court of competent jurisdiction. Nothing herein shall preclude a party from seeking declaratory or injunctive relief in a court of competent jurisdiction. The parties acknowledge that this agreement to mandatory arbitration is a waiver of any right to a jury trial, and is therefore a material concession of its rights.

20. Attorney’s Fees. If a party to this Agreement breaches any material term of this Agreement, then the non-breaching party or parties shall be entitled to recover all expenses of whatever form or nature, costs and attorney’s fees reasonably incurred to enforce the terms of the Agreement, whether or not suit is filed, including such costs or fees as may be awarded in arbitration or by a court at trial or on appeal. In addition, in the event either party to this Agreement becomes a debtor subject to the United States Bankruptcy Code, the non-debtor party shall be entitled to recover any expenses, costs and fees, including attorney’s fees, incurred in connection with enforcing his, her or its rights against the debtor party, whether those rights arise under this Agreement or involve matters arising solely under the Bankruptcy Code.

21. Further Actions. The parties agree to execute such documents and to take such other actions as may reasonably be requested by any party to carry out the purposes and provisions of this Agreement, and shall use their own best efforts to carry out the terms and conditions of the Agreement.

22. Confidentiality. The parties agree that, except as otherwise required by law, court order or the exceptions listed in this paragraph, the terms and conditions of this Agreement shall remain confidential between the parties to this Agreement, and shall not be disclosed to any other person or entity. Notwithstanding the above, the terms of this Agreement may be disclosed to the extent specifically required to perform the provisions of this Agreement, to file federal or state tax returns, and to report to professional organizations, insurers, reinsurers, auditors, and accountants.

23. Severability. If any court or arbiter of competent jurisdiction finds any term of this Agreement, or of any other document or instrument referred to or contemplated in this Agreement, to be invalid or unenforceable, such determination shall not affect the validity and enforceability of the remainder of the Agreement, and the court shall enforce the Agreement in such a manner as to give substantial effect to the intent of the parties as expressed in the Agreement.

24. Survival. All provisions of this Agreement that by their nature are intended to survive the expiration or termination of this Agreement shall survive and remain in full force and effect.

25. Paragraph Headings. All paragraph headings in this Agreement appear for convenience of reference, and shall not affect the meaning or interpretation of the Agreement.

26. Entire Agreement, Amendments. This Agreement, consisting of the attached Sales Quote and these Terms and Conditions, constitutes the entire agreement between the parties pertaining to the subject matter of the Agreement, and supersedes all prior discussions, negotiations, understandings, representations, and agreements pertaining to the subject matter of the Agreement, whether oral or written. All terms of this Agreement, including its Recitals, are contractual. This Agreement may be amended or modified only by a written instrument executed by the parties that expressly states the intent of the parties to modify or amend this Agreement.