TERMS & CONDITIONS

ASTRATTO TECHNOLOGY GROUP LLC

and its Subsidiaries: Astratto Workplace LLC | Astratto Security LLC

Information Technology · Audio-Visual & Conferencing · Digital Signage

Room & Desk Scheduling · Network & Fiber Infrastructure · Managed Services

Physical Security Systems · Technology Partner Services

Version 1.0 | Effective Date: June 2026

These terms supersede any previous terms and/or MSA's

State of Colorado | Governing Law: Colorado

PREAMBLE AND ACCEPTANCE

These Terms and Conditions of Sale ("Agreement" or "Terms") govern all sales of products, equipment, software, installation, and services provided by Astratto Technology Group LLC ("ATG"), a Colorado limited liability company, and its wholly-owned operating subsidiaries Astratto Workplace LLC ("AWP") and Astratto Security LLC ("ASC"), collectively referred to herein as "Company," "we," "us," or "our."

By executing a Quote, Purchase Order, Statement of Work ("SOW"), Service Order Form, or any other document that references these Terms, or by accepting delivery of any product or commencement of any service, the purchasing party ("Client," "Customer," or "you") agrees to be unconditionally bound by these Terms. If you do not agree, do not execute any purchase document and do not accept delivery of any product or service.

These Terms supersede all prior or contemporaneous representations, warranties, proposals, negotiations, or agreements between the parties regarding the subject matter hereof, whether written or oral, unless a separate Master Services Agreement ("MSA") executed by authorized officers of both parties expressly states otherwise. In the event of any conflict between these Terms and a fully executed MSA, the MSA shall control solely with respect to the specific conflicting provision.

ATG acts as the contracting parent entity for all sales engagements. AWP provides audio-visual, workplace technology, conferencing, digital signage, room/desk scheduling, IT, network, and fiber infrastructure products and services. ASC provides physical security, access control, video surveillance, and related systems and managed security services. The applicable subsidiary entity shall be identified in each Quote or SOW. Where services span multiple subsidiaries, ATG shall be the primary contracting entity.

DEFINITIONS

As used throughout this Agreement, the following terms have the meanings set forth below:

"Agreement" means these Terms and Conditions of Sale together with any applicable Quote, SOW, Service Order Form, or addendum.

"ATG" means Astratto Technology Group LLC, the parent holding company.

"AWP" means Astratto Workplace LLC, the subsidiary providing workplace technology, AV, IT, and infrastructure services.

"ASC" means Astratto Security LLC, the subsidiary providing physical security and managed security services.

"Client" or "Customer" means the business entity that has executed a purchase document with Company.

"Technology Partner" means any value-added reseller, systems integrator, managed service provider, or other technology industry partner that engages Company to provide products or services on behalf of the Partner's end-user clients.

"End-User Client" means the ultimate consumer of products or services when Company is engaged by a Technology Partner.

"Quote" means a written proposal or price quotation issued by Company specifying products, services, pricing, and scope.

"SOW" or "Statement of Work" means a written document defining project scope, deliverables, timeline, and technical specifications.

Managed Services" means recurring technical support, monitoring, maintenance, or operational services delivered under a Managed Services Agreement or Service Order Form.

"Deliverable" means any tangible or intangible work product, system, or output produced by Company under an SOW.

"Change Order" mea"ns a written amendment to an approved SOW that modifies scope, cost, or schedule.

"Force Majeure Event" means circumstances beyond Company's reasonable control, including natural disasters, pandemics, supply chain disruptions, cyberattacks on third-party infrastructure, labor disputes, governmental actions, or utility failures.

"Confidential Information" means non-public technical, financial, operational, or strategic information disclosed by either party in connection with this Agreement.

"Intellectual Property" means patents, copyrights, trademarks, trade secrets, software code, configurations, designs, methodologies, and other proprietary rights.

"SLA" means a Service Level Agreement defining performance metrics, uptime targets, and remedies for managed service engagements.

QUOTATIONS, ORDERS, AND ACCEPTANCE

3.1 Quote Validity

All Quotes issued by Company are valid for thirty (30) calendar days from the date of issuance unless otherwise stated in the Quote. Company reserves the right to withdraw or modify any Quote prior to written acceptance by the Client. Quote acceptance is only effective upon receipt of a signed Quote, Purchase Order, or executed SOW, together with payment of any required deposit.

3.2 Purchase Orders

Client may submit Purchase Orders referencing a Company Quote. Any pre-printed terms, conditions, or boilerplate language included in Client's Purchase Order or procurement documentation shall be void and of no force or effect. These Terms shall govern exclusively. Acceptance of a Purchase Order by Company does not constitute agreement to any of Client's terms.

3.3 Scope Changes and Change Orders

Any modification to an approved SOW or Quote, including but not limited to changes in scope of work, equipment quantities, site conditions, or delivery schedules, must be documented in a written Change Order signed by authorized representatives of both parties. Company shall not be obligated to perform additional work or absorb additional costs without a fully executed Change Order. Verbal authorizations are not binding. If Client directs Company to proceed with out-of-scope work without a signed Change Order, Client shall be liable for the reasonable market value of all such work performed.

3.4 Project Scope Assumptions

All Quotes and SOWs are issued based on information available at the time of scope development, including site surveys, architectural drawings, and Client-provided data. If actual site conditions, building specifications, or technical requirements materially differ from the information used to develop the scope, Company reserves the right to issue a Change Order to address the variance. Company shall not be liable for additional costs arising from undisclosed or materially inaccurate site information.

PRICING, PAYMENT, AND TAXES

4.1 Pricing

All prices are stated in United States Dollars and are exclusive of applicable taxes, freight, insurance, and import duties unless otherwise expressly noted. Company reserves the right to adjust pricing prior to order confirmation if material costs, labor costs, or supply chain conditions change materially from the date of Quote issuance. Pricing adjustments exceeding five percent (5%) shall be disclosed to Client in writing prior to order confirmation.

4.2 Deposit Requirements

For all hardware procurement and project-based engagements, Company requires a deposit of Seventy percent (0%) of the total contract value upon execution of the applicable agreement. The remaining balance is due upon substantial completion of installation or delivery of equipment, unless otherwise specified in the Quote or SOW. For orders with a total value exceeding $50,000 USD, Company may negotiate a phased payment schedule aligned to project milestones.

4.3 Invoicing and Payment Terms

Invoices are due and payable within thirty (30) calendar days of the invoice date ("Net 30") unless otherwise agreed in writing. Invoices that are not paid within thirty (30) days of the due date shall accrue interest at the rate of one and Two-half percent (2.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Company reserves the right to suspend services, withhold deliverables, or terminate agreements upon Client's failure to timely pay undisputed invoices.

4.4 Disputed Invoices

If Client disputes any portion of an invoice, Client shall (i) pay all undisputed amounts by the due date, (ii) provide Company with written notice of the disputed amount within fifteen (15) days of receipt of the invoice specifying in reasonable detail the basis for the dispute. Failure to dispute an invoice within fifteen (15) days shall constitute acceptance of all charges. The parties shall cooperate in good faith to resolve any billing dispute within thirty (30) days of notice.

4.5 Taxes

Client is responsible for all applicable sales, use, excise, value-added, or similar taxes arising from purchases under this Agreement, unless Client provides a valid tax exemption certificate prior to invoicing. Company will collect and remit applicable Colorado sales and use tax on taxable transactions. For engagements in jurisdictions outside Colorado, the parties shall cooperate to determine applicable tax obligations. Company shall not be liable for tax penalties arising from inaccurate exemption certificates provided by Client.

4.6 Collection Costs

In the event Company must pursue collection of overdue amounts through legal proceedings or third-party collection, Client shall be liable for all reasonable attorney fees, court costs, and collection agency fees incurred by Company, to the extent permitted by applicable law.

DELIVERY, SHIPPING, AND RISK OF LOSS

5.1 Delivery and Lead Times

Delivery dates and lead times provided by Company are estimates only and are not guaranteed. Company shall make commercially reasonable efforts to meet estimated delivery dates. Lead times may be affected by manufacturer production schedules, component availability, supply chain conditions, customs clearance, and carrier delays. Company shall not be liable for delays caused by circumstances outside its reasonable control.

5.2 Shipping Terms

Unless otherwise stated in the applicable Quote, all hardware and equipment is shipped FOB ("Free on Board") Origin, Company's facility or vendor's shipping point. Risk of loss or damage to equipment passes to Client upon tender of goods to the carrier. Company will arrange shipping in the ordinary course of business; freight charges will be invoiced to Client unless otherwise agreed. Client is responsible for inspecting shipments upon receipt and noting any visible damage on the carrier's delivery receipt.

5.3 Freight Claims

Client must report visible damage to shipped goods to the carrier at the time of delivery and to Company within five (5) business days of receipt. Hidden damage must be reported to Company within ten (10) business days of receipt. Failure to timely report damage may impair Company's ability to file freight claims and may limit Client's remedies with respect to damaged goods. Company will assist Client in filing freight claims but shall not bear financial liability for carrier-caused damage.

5.4 Non-Stocked and Special-Order Items

Certain products and equipment are ordered specifically for the Client and are non-cancellable and non-returnable once a purchase order has been placed with the manufacturer or distributor. Client shall be advised of special-order status in the applicable Quote. Deposits paid against special-order items are non-refundable upon cancellation.

INSTALLATION AND PROJECT DELIVERY SERVICES

6.1 Site Readiness

Client is responsible for ensuring that the installation site is ready, accessible, and meets all requirements specified in the SOW or pre-installation checklist provided by Company prior to commencement of installation work. Site readiness includes, but is not limited to: completed construction and finishing work; availability of conduit, cabling pathways, and electrical circuits; HVAC sufficient for equipment environmental requirements; and unobstructed access for Company's personnel and equipment.

If Company mobilizes to a site that is not ready as required, Company reserves the right to invoice Client for all direct costs incurred, including labor, travel, and equipment staging, and to reschedule installation work at Company's next available time slot, subject to additional mobilization fees.

6.2 Client Responsibilities During Installation

Client shall designate a qualified on-site representative with authority to make decisions and approve work during installation. Client shall provide Company's personnel with safe and unimpeded access to all areas required for installation, including server rooms, telecommunications closets, ceiling plenums, and mechanical spaces. Client shall ensure that the installation environment is free from hazardous conditions and that Company's personnel are not exposed to unsafe working conditions.

6.3 Permits and Compliance

Client is solely responsible for obtaining and maintaining all permits, approvals, licenses, and regulatory authorizations required for the installation and operation of any system, including but not limited to building permits, fire marshal approvals, and low-voltage wiring permits. Company may, at Client's request, assist in the permit application process at an additional charge. Company shall perform work in compliance with applicable national and local electrical codes (NEC), OSHA standards, BICSI standards, and manufacturer specifications. Where permit requirements are discovered post-contract execution that materially affect scope or cost, a Change Order shall be issued.

6.4 Substantial Completion and Punch List

Upon Company's determination that installation is substantially complete, Company will notify Client in writing. Client shall conduct a walk-through inspection within five (5) business days of such notice and provide a written punch list of items requiring correction. Company shall address punch list items within a commercially reasonable time. Substantial completion triggers the payment milestone for final invoice issuance. Minor punch list items outstanding at the time of substantial completion do not entitle Client to withhold final payment, provided such items are documented and agreed in writing.

6.5 Client-Accepted Modifications During Installation

Any modifications to the SOW-specified design, equipment placement, cable routing, or configuration requested by Client during installation shall be documented in a written Change Order and may result in additional charges. Verbal approvals by site representatives are insufficient and Company shall not be bound by undocumented field modifications.

6.6 Third-Party Contractor Coordination

Where project success requires coordination with Client's other contractors (general contractors, electricians, structural engineers, IT staff, or others), Client is responsible for coordinating such third-party activities. Company shall not be liable for project delays, cost overruns, or quality deficiencies resulting from the failure of Client's contractors to perform their respective scopes of work on schedule or to the required standard.

PRODUCT-SPECIFIC TERMS

7.1 Audio-Visual and Conferencing Systems

AV and conferencing system installations are subject to the physical characteristics of the installation environment, including room acoustics, ambient lighting, screen reflectivity, wireless spectrum congestion, and network infrastructure quality. Company shall perform industry-standard design, installation, and commissioning in accordance with AVIXA/BICSI best practices. However, Company does not guarantee a specific subjective user experience outcome, as perception of audio and visual quality is influenced by factors beyond Company's control.

Unless otherwise specified in the SOW, AV systems are designed for interoperability with the video conferencing platforms in use by Client at the time of design. Client is responsible for notifying Company of any change in video conferencing platform prior to system design completion. Re-engineering costs arising from undisclosed platform changes are subject to Change Order.

7.2 Digital Signage Systems

Digital signage systems are commissioned to operate with Client-specified content management software (CMS). Company shall not be responsible for ongoing content creation, content licensing, CMS subscription costs, or content management after system commissioning unless separately contracted under a managed service agreement. Client is solely responsible for compliance with copyright, licensing, and public display regulations applicable to signage content.

7.3 Room and Desk Scheduling Systems

Room and desk scheduling system integrations with calendar platforms (Microsoft 365, Google Workspace, or others) require that Client maintain active subscriptions to the applicable platforms and grant necessary administrative permissions to Company for configuration. Company shall not be liable for scheduling system failures caused by changes to Client's calendar platform configuration, policy enforcement, API access restrictions, or third-party platform outages.

7.4 Network and Fiber Infrastructure

Network infrastructure design and installation includes structured cabling, fiber optic cabling, patch panels, network switching, wireless access points, and associated components. Fiber optic installations shall be performed to applicable TIA/EIA standards and tested to specification upon completion. Network performance outcomes depend on factors including but not limited to ISP-provided bandwidth, internet congestion, application design, and end-user device configuration. Company warrants that installed cabling and passive infrastructure meets applicable performance standards but does not warrant specific network throughput or latency outcomes.

Fiber optic terminations shall be documented with OTDR test results. Client shall receive a copy of all certification test reports upon project completion. Any cabling infrastructure not installed by Company is expressly excluded from any warranty or performance guarantee.

7.5 Physical Security Systems (Astratto Security LLC)

ASC provides access control, video surveillance, intrusion detection, and related physical security systems. Security system design is based on Client-provided site plans, risk assessments, and operational requirements. ASC does not warrant that any security system will prevent all security incidents, unauthorized entry, theft, vandalism, or harm to persons or property. Security systems are tools designed to deter, detect, and document security events; their effectiveness depends on proper use by trained personnel, appropriate response protocols, and regular maintenance.

Client is solely responsible for establishing and maintaining response procedures, including coordination with law enforcement and emergency services. ASC shall not be liable for losses, injuries, or damages resulting from criminal or unauthorized activity, security incidents, or system outages caused by power failures, network outages, or vandalism.

MANAGED SERVICES TERMS

8.1 Managed Services Agreements

Managed services are provided pursuant to a separately executed Managed Services Agreement ("MSA") or Service Order Form that specifies service tiers, scope, response time commitments, pricing, and term. In the absence of a separate MSA, these Terms govern all managed service engagements. These Terms incorporate all service tier definitions and SLA commitments set forth in the applicable Service Order Form.

8.2 Service Levels and SLAs

Company shall use commercially reasonable efforts to meet the response and resolution time targets specified in the applicable Service Level Agreement. SLA obligations are subject to the following conditions: (i) Client has provided accurate network credentials, access permissions, and system documentation; (ii) the managed systems are within scope as defined in the SOW; (iii) the incident is not caused by unauthorized Client modifications, third-party software conflicts, or events outside Company's control.

SLA credits, where applicable, represent Client's sole and exclusive remedy for failure to meet response or resolution time targets. Company shall not be liable for consequential, incidental, or indirect damages arising from SLA misses. SLA credits shall not exceed the pro-rated monthly recurring fee for the affected managed service.

8.3 Remote Monitoring and Management

Company deploys remote monitoring and management (RMM) agents and monitoring tools on in-scope Client systems. Client grants Company the right to access, monitor, configure, and manage in-scope systems remotely. Client shall not remove, disable, or interfere with monitoring agents. Any unauthorized removal of monitoring agents may result in suspension of managed services without credit or refund.

8.4 Patch Management and Updates

Where included in the applicable service tier, Company shall perform routine patch management for operating systems and specified applications in accordance with Company's standard patch deployment schedule. Critical security patches shall be applied within the timeframes specified in the SLA. Client acknowledges that patch management activities may require scheduled downtime and shall cooperate with scheduling such maintenance windows. Company shall not be liable for system failures or security incidents resulting from Client's deferral or refusal of recommended patches.

8.5 Backup and Disaster Recovery

Where backup and disaster recovery services are included in the managed services scope, Company shall configure and monitor backup jobs as specified in the SOW. Company does not guarantee successful recovery in all scenarios. Recovery time objectives (RTOs) and recovery point objectives (RPOs) are targets, not guarantees, and are dependent on the availability of functional backup media, accessible recovery infrastructure, and timely Client cooperation. Client bears sole responsibility for verifying backup integrity and maintaining adequate data retention policies for regulatory compliance.

8.6 Managed Service Exclusions

Unless expressly included in the applicable SOW or Service Order Form, managed services do not include: (i) support for end-of-life hardware or software not under active vendor support; (ii) projects, upgrades, or implementations requiring significant engineering effort; (iii) on-site visits beyond the quantity specified in the service tier; (iv) third-party software licensing costs; (v) ISP or internet connectivity services; (vi) support for personally-owned or non-business-purpose devices; (vii) support for systems not onboarded during the initial setup period.

8.7 Managed Services Term and Renewal

Managed services agreements have an initial term as specified in the Service Order Form. Upon expiration of the initial term, managed services shall automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. Pricing for renewal terms is subject to adjustment by Company upon sixty (60) days written notice. Early termination of a managed services agreement prior to the end of a committed term shall result in an early termination fee equal to the aggregate remaining monthly fees for the unexpired portion of the term.

WARRANTIES

9.1 Equipment and Hardware Warranty

Company passes through to Client all manufacturer warranties applicable to equipment and hardware sold under this Agreement, to the extent permitted by the applicable manufacturer. Manufacturer warranty terms, including duration, coverage, and claim procedures, are determined solely by the manufacturer and may vary by product. Company makes no independent warranty representations regarding equipment beyond those provided by the applicable manufacturer. Company will assist Client in filing warranty claims with manufacturers but shall not be liable for manufacturer warranty denials or delays.

9.2 Installation Workmanship Warranty

Company warrants that installation work performed by its employees and direct subcontractors shall be free from defects in workmanship for a period of one (1) year from the date of substantial completion ("Workmanship Warranty Period"). Company's obligation under this warranty is limited to re-performing defective installation work at no additional charge to Client. This warranty does not cover defects caused by Client misuse, abuse, alteration, third-party interference, or Force Majeure Events.

9.3 Managed Services Warranty

Company warrants that managed services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for failure of managed services to conform to this warranty is re-performance of the non-conforming services, or if re-performance is not feasible, a pro-rated credit against the monthly managed services fee.

9.4 Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. CLIENT ACKNOWLEDGES THAT NO TECHNOLOGY SYSTEM IS IMPERVIOUS TO FAILURE, CYBERATTACK, OR UNAUTHORIZED ACCESS, AND COMPANY DOES NOT WARRANT AGAINST SUCH EVENTS.

9.5 Warranty Exclusions

All warranties are void with respect to any product or system that has been: (i) modified or altered by Client or any third party without Company's written consent; (ii) subjected to misuse, abuse, neglect, accident, or unauthorized repair; (iii) operated outside manufacturer-specified environmental conditions; (iv) damaged by lightning, power surges, or water; or (v) affected by third-party software, viruses, or malware.

INTELLECTUAL PROPERTY

10.1 Company Intellectual Property

All pre-existing intellectual property of Company, including methodologies, tools, software code, configuration templates, network designs, system architectures, and documentation developed independently of a specific Client engagement, remains the exclusive property of Company. Company grants Client a limited, non-exclusive, non-transferable, royalty-free license to use Company-developed documentation, configurations, and deliverables solely for Client's internal business operations in connection with the systems installed or managed by Company.

10.2 Client Intellectual Property

Client retains ownership of all pre-existing intellectual property provided to Company for the purpose of project execution, including but not limited to site plans, network topology diagrams, floor plans, and business process documentation. Client grants Company a limited license to use such materials solely for the purpose of delivering services under this Agreement.

10.3 Work Product Ownership

Unless otherwise agreed in a written SOW, deliverables created specifically and exclusively for a Client engagement ("Custom Deliverables") shall be owned by Client upon full payment of all amounts due under this Agreement. Custom Deliverables expressly exclude any Company pre-existing IP, software tools, configuration frameworks, or methodologies embedded in or used to produce such deliverables, which shall remain Company's property subject to the license granted above.

10.4 Third-Party Software

Software licenses for third-party products integrated into any system are subject to the applicable third-party vendor's end-user license agreement ("EULA"). Client is responsible for compliance with all applicable EULAs. Company shall not be liable for Client's violation of third-party license terms.

CONFIDENTIALITY

11.1 Mutual Obligations

Each party acknowledges that it may receive Confidential Information of the other party in connection with this Agreement. Each party agrees to (i) maintain the Confidential Information of the other party in strict confidence using no less than the same degree of care it applies to its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement; and (iii) disclose Confidential Information only to those employees, contractors, and agents with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

11.2 Exceptions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by applicable law, court order, or government regulation, provided the receiving party provides prompt prior written notice to the disclosing party (to the extent legally permitted) and cooperates in seeking a protective order.

11.3 Duration

Confidentiality obligations survive the expiration or termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

11.4 Network and System Access

In the course of delivering services, Company personnel may have access to Client's network, systems, and data. Company acknowledges that network credentials, system configurations, and data accessed in the course of service delivery constitute Confidential Information of Client. Company shall limit access to the minimum necessary for service delivery, maintain audit logs of remote access sessions where technically feasible, and promptly notify Client of any unauthorized access or suspected data breach involving Client systems.

DATA PROTECTION AND PRIVACY

12.1 Data Classification

In delivering services, Company may process Client's business data and, in some cases, personally identifiable information ("PII") of Client's employees, contractors, or clients. Company acts as a data processor or service provider with respect to Client data and processes such data only on Client's documented instructions. Client acts as the data controller and retains responsibility for compliance with applicable privacy laws governing the data it provides to Company.

12.2 Applicable Privacy Laws

Both parties shall comply with all applicable privacy and data protection laws, including but not limited to the Colorado Privacy Act (CPA), the California Consumer Privacy Act (CCPA) where applicable, HIPAA where health information is involved, and any other applicable federal or state privacy regulations. Where a separate Data Processing Addendum ("DPA") is required by applicable law or Client policy, the parties shall execute such DPA prior to commencement of services involving PII.

12.3 Security Measures

Company implements and maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Client data from unauthorized access, disclosure, alteration, or destruction. These safeguards include, at minimum: access controls and authentication requirements; encrypted remote access sessions; segregation of Client data in multi-tenant environments; and regular review of security practices.

12.4 Data Breach Notification

If Company discovers a confirmed security breach involving Client's data, Company shall notify Client in writing within seventy-two (72) hours of confirmation of the breach, to the extent practicable. Notification shall include: a description of the nature of the breach; the categories and approximate volume of data involved; the likely consequences of the breach; and the measures Company has taken or proposes to take to address the breach. Company shall cooperate with Client's breach response activities and applicable regulatory reporting requirements.

12.5 Data Retention and Deletion

Upon termination of this Agreement, Company shall, at Client's election, return or securely destroy Client data in Company's possession within thirty (30) days, subject to any legal obligation requiring retention of certain data. Company shall certify destruction in writing upon Client's request.

LIMITATION OF LIABILITY

13.1 Mutual Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Liability Cap

COMPANY'S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE QUOTE, SOW, OR SERVICE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR MANAGED SERVICES AGREEMENTS, THE LIABILITY CAP SHALL BE LIMITED TO TWELVE (12) MONTHS OF THE APPLICABLE RECURRING SERVICE FEE.

13.3 Carve-Outs from Liability Cap

The limitations set forth in Sections 13.1 and 13.2 shall not apply to: (i) either party's fraud or willful misconduct; (ii) either party's breach of confidentiality obligations; (iii) Company's indemnification obligations for third-party intellectual property claims; (iv) personal injury or death caused by Company's gross negligence; or (v) Client's payment obligations.

13.3 Carve-Outs from Liability Cap

13.4 Essential Basis of Bargain

The parties acknowledge that the limitations of liability set forth in this Agreement reflect a reasonable allocation of risk between the parties, and that the pricing under this Agreement reflects such allocation. The limitations of liability are an essential basis of the bargain between the parties and shall apply regardless of whether any limited remedy fails of its essential purpose.

13.5 Security System Liability Limitation

With respect to physical security systems provided by ASC, Company shall not be liable for losses, damages, injuries, or claims arising from: (i) criminal acts of third parties; (ii) failure of security systems caused by power outages, network failures, or vandalism; (iii) Client's failure to maintain systems, renew monitoring subscriptions, or train personnel; or (iv) false alarms or failure to dispatch emergency services. Security monitoring services, where provided, are dispatched per the applicable monitoring center protocols; Company does not guarantee emergency response times.

INDEMNIFICATION

14.1 Company Indemnification of Client

Company shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, demands, suits, proceedings, losses, damages, fines, penalties, and reasonable attorney fees ("Claims") arising out of or related to: (i) Company's gross negligence or willful misconduct in performing services; (ii) bodily injury or tangible property damage directly caused by Company's employees or direct subcontractors during on-site service delivery; or (iii) Company's infringement of a third party's intellectual property rights in connection with Company's pre-existing IP delivered under this Agreement.

14.2 Client Indemnification of Company

Client shall defend, indemnify, and hold harmless Company and its members, officers, employees, and agents ("Company Indemnitees") from and against any Claims arising out of or related to: (i) Client's misuse or unauthorized modification of any system or equipment delivered by Company; (ii) Client's content, including digital signage content, data, and communications transmitted through Company-installed systems; (iii) Client's violation of applicable laws or regulations in connection with the use of systems; (iv) bodily injury, property damage, or other harm occurring on Client's premises not caused by Company's negligence; or (v) Client's failure to obtain required permits or comply with applicable regulatory requirements.

14.3 Indemnification Procedure

The party seeking indemnification ("Indemnified Party") shall: (i) promptly notify the indemnifying party ("Indemnifying Party") in writing of any Claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure; (ii) grant the Indemnifying Party sole control of the defense and settlement of the Claim, provided that the Indemnifying Party shall not settle any Claim in a manner that imposes obligations on the Indemnified Party without its prior written consent; and (iii) provide reasonable cooperation in the defense of the Claim at the Indemnifying Party's expense.

INSURANCE REQUIREMENTS AND RESPONSIBILITIES

15.1 Company Insurance Obligations

Throughout the term of this Agreement and for three (3) years thereafter, Company shall maintain, at minimum, the following insurance coverages with insurers authorized to do business in the State of Colorado and rated no less than A-/VII by A.M. Best:

Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate, covering bodily injury, property damage, and personal and advertising injury.

Commercial Automobile Liability: $1,000,000 combined single limit per accident for owned, non-owned, and hired vehicles.

Workers' Compensation: Statutory limits as required by Colorado law.

Employers' Liability: $500,000 per accident / $500,000 per disease / $500,000 disease aggregate.

Professional Liability (Errors & Omissions): $1,000,000 per claim / $2,000,000 aggregate, covering claims arising from professional services and managed services engagements.

Cyber Liability: $1,000,000 per occurrence, covering data breaches, cyber incidents, and network security failures arising from Company's managed services and remote access activities.

Company shall provide Client with certificates of insurance evidencing the above coverages upon request. Client shall be named as additional insured on the Commercial General Liability policy with respect to ongoing operations under this Agreement. Cancellation or material modification of coverage shall be reported to Client within thirty (30) days.

15.2 Client Insurance Obligations

Client shall maintain, at minimum, the following insurance coverages throughout the term of this Agreement:

Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate.

Property Insurance: Covering Client's premises, equipment, and any Company equipment staged or stored on-site.

Workers' Compensation: Statutory limits as required by applicable law.

Client shall provide Company with certificates of insurance evidencing the above coverages upon request. Failure to maintain adequate insurance shall not relieve Client of any liability under this Agreement.

15.3 Insurance Disputes and Apportionment

In the event of an insurance claim involving both parties' insurers, the parties agree to cooperate in good faith to apportion liability according to each party's contribution to the loss. Neither party shall make admissions of liability on behalf of the other party without prior written consent. Each party's insurer is entitled to pursue subrogation rights only against the party whose fault contributed to the loss, and each party waives subrogation against the other to the extent of its respective insurance coverage.

15.4 Subcontractor Insurance

Company shall require all subcontractors performing work under this Agreement to maintain commercial general liability insurance with limits no less than $1,000,000 per occurrence and to name Company as an additional insured. Company shall be responsible for verifying subcontractor insurance compliance prior to commencement of work. Client shall have no direct recourse against Company's subcontractors and shall direct all claims through Company.

TECHNOLOGY PARTNER AND CHANNEL PARTNER TERMS

16.1 Technology Partner Engagements

Company provides products, installation services, and managed services to technology partners ("Partners") who resell or incorporate Company's offerings into solutions delivered to their end-user clients ("End-User Clients"). Partners may engage Company on a subcontractor, white-label, or referral basis, as specified in the applicable Quote or SOW. The following provisions govern all Technology Partner engagements.

16.2 Partner Responsibility for End-User Client

When Company is engaged by a Partner to deliver services to an End-User Client, the Partner bears full and exclusive responsibility for:

All contractual obligations, representations, and warranties made to the End-User Client.

Accurate and complete transmission of End-User Client requirements, site conditions, and technical specifications to Company.

Obtaining all necessary consents, permissions, and authorizations from the End-User Client for Company to access premises, systems, and data.

Payment to Company regardless of whether the Partner has collected payment from the End-User Client. Company has no privity of contract with the End-User Client unless a separate written agreement is executed between Company and the End-User Client.

Ensuring that End-User Clients receive appropriate documentation, user training, and operational guidance for delivered systems.

16.3 Partner Liability Shield

Company's liability in a Technology Partner engagement runs exclusively to the Partner, not to the End-User Client. Company shall not be liable to any End-User Client for any claims arising from the products or services delivered under a Partner engagement, including but not limited to claims for property damage, business interruption, data loss, or personal injury, unless Company has executed a separate written agreement directly with the End-User Client. Partners shall indemnify, defend, and hold harmless Company from any claims asserted by End-User Clients arising from the Partner's misrepresentations, omissions, or failure to properly represent Company's scope of work, warranties, or service limitations.

16.4 Partner Indemnification of Company

Partner shall indemnify, defend, and hold harmless Company and its members, officers, employees, and agents from and against any Claims brought by End-User Clients or third parties arising from: (i) Partner's representations to End-User Clients that exceed or contradict Company's documented scope, warranties, or capabilities; (ii) Partner's failure to disclose Company's limitations of liability or warranty disclaimers to End-User Clients; (iii) modifications made to Company-delivered systems by Partner or End-User Client without Company's written consent; or (iv) any act or omission of Partner in connection with the End-User Client relationship.

16.5 White-Label and Co-Branding

Where Company agrees in writing to provide services on a white-label basis, Company's identity as service provider shall not be disclosed to the End-User Client without Partner's written consent. In such cases, all End-User Client communications shall be managed through Partner. Company shall not be responsible for delays or miscommunications arising from information passing through Partner before reaching the End-User Client.

16.6 Partner Insurance Requirements

Technology Partners shall maintain commercial general liability insurance with limits no less than $1,000,000 per occurrence / $2,000,000 aggregate, professional liability insurance with limits no less than $1,000,000 per claim, and cyber liability insurance with limits no less than $1,000,000 per occurrence. Partners shall provide Company with certificates of insurance upon request. Partners shall ensure that their insurance covers their obligations to Company and indemnification obligations under this Agreement.

16.7 No Delegation of Company Obligations

Company's agreement with a Partner does not relieve Company of its performance obligations under the applicable SOW. Company remains accountable to Partner for the quality, timeliness, and specification-compliance of Company's directly-delivered work, subject to the limitations and exclusions set forth in these Terms.

TERM AND TERMINATION

17.1 Project-Based Engagements

Project-based engagements commence upon execution of the applicable SOW and Quote and continue until the project is substantially complete or the SOW is terminated in accordance with this Agreement. Client may not cancel a project engagement after equipment has been ordered without Company's written consent. If Client cancels after equipment has been ordered, Client shall be liable for: (i) all equipment costs for non-returnable or special-order items; (ii) all labor costs for work completed to date; and (iii) a cancellation fee equal to fifteen percent (15%) of the remaining unbilled labor and materials.

17.2 Managed Services Term

Managed services agreements are subject to the term and renewal provisions set forth in Section 8.7. Early termination by Client results in the early termination fee described in Section 8.7.

17.3 Termination for Cause

Either party may terminate this Agreement for cause upon thirty (30) days written notice if the other party materially breaches this Agreement and fails to cure such breach within the thirty-day notice period. Material breach includes: (i) Client's failure to pay undisputed invoices; (ii) either party's material breach of confidentiality obligations; (iii) either party's insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings; or (iv) Company's persistent failure to meet SLA commitments after documented opportunity to cure.

TERMS AND CONDITIONS OF SALE

17.4 Termination for Convenience

Company may terminate any agreement for convenience upon sixty (60) days written notice to Client. In such event, Company shall complete all in-progress work to the extent commercially reasonable and shall refund any pre-paid amounts attributable to services not yet rendered. Client may terminate managed services for convenience subject to the early termination fee specified in Section 8.7.

17.5 Effect of Termination

Upon termination or expiration: (i) all outstanding invoices become immediately due and payable; (ii) each party shall promptly return or destroy Confidential Information of the other party; (iii) Company shall provide Client with a reasonable transition period not exceeding thirty (30) days to migrate to alternative service providers, provided Client is current on all payment obligations; (iv) all licenses granted under this Agreement shall terminate, except for the Client's right to continue using Custom Deliverables for which full payment has been received; and (v) all provisions that by their nature should survive termination shall survive, including confidentiality, indemnification, limitation of liability, and governing law.

FORCE MAJEURE

18.1 Excuse of Performance

Neither party shall be liable for delays in or failure of performance resulting directly from a Force Majeure Event, provided the affected party (i) provides prompt written notice of the Force Majeure Event, including a description of the event and its anticipated duration, to the other party within five (5) business days of its occurrence; (ii) uses commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and (iii) resumes performance as promptly as practicable once the Force Majeure Event has abated.

18.2 Extended Force Majeure

If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected portion of this Agreement upon ten (10) days written notice without liability, except that Client shall pay for all work satisfactorily completed by Company prior to the termination date and all non-returnable equipment costs incurred by Company.

18.3 Supply Chain Disruptions

Company shall use commercially reasonable efforts to source alternative equipment and materials if specified products become unavailable due to supply chain disruptions. Company shall notify Client of material supply chain issues affecting project timelines as soon as reasonably practicable. Substitution of materially equivalent alternative equipment, subject to Client approval (not to be unreasonably withheld or delayed), shall not constitute a breach of this Agreement.

DISPUTE RESOLUTION AND GOVERNING LAW

19.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

19.2 Escalation and Good-Faith Negotiation

Before initiating formal dispute resolution proceedings, the parties shall attempt in good faith to resolve any dispute through direct negotiation between senior representatives of each party. Either party may initiate this escalation process by delivering written notice to the other party identifying the dispute in reasonable detail. The parties shall meet (in person, by telephone, or by video conference) within fifteen (15) business days of such notice to attempt resolution. If the dispute is not resolved within thirty (30) days of the initial notice, either party may proceed to mediation or litigation.

19.3 Mediation

If a dispute is not resolved through escalation, the parties shall submit the dispute to non-binding mediation administered by a mutually agreed mediator in Denver, Colorado before filing any lawsuit. The costs of mediation shall be shared equally by the parties. Participation in mediation is a condition precedent to litigation, unless a party seeks emergency injunctive relief.

19.4 Litigation

Any dispute not resolved through negotiation or mediation shall be submitted exclusively to the jurisdiction of the state and federal courts located in Arapahoe County or Denver County, Colorado. Both parties irrevocably consent to personal jurisdiction and venue in such courts. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

19.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction without first engaging in the escalation or mediation process, where necessary to prevent irreparable harm, including but not limited to breaches of confidentiality or intellectual property obligations.

19.6 Prevailing Party Fees

In any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and court costs from the non-prevailing party, as determined by the court.

TERMS AND CONDITIONS OF SALE

GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement, together with all Quotes, SOWs, Service Order Forms, and addenda executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment to this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.

20.2 Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

20.3 Waiver

No waiver by either party of any breach or default of any provision of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party, and no such waiver shall be construed as a waiver of any subsequent breach or default of the same or any other provision.

20.4 Assignment

Client may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without Company's prior written consent, which shall not be unreasonably withheld. Company may assign this Agreement without Client's consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Company's assets, provided that the acquiring entity assumes all of Company's obligations under this Agreement.

20.5 Independent Contractor

Company is an independent contractor and not an employee, partner, joint venture, or agent of Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties. Company retains full discretion as to the manner and means of performing services, subject to the specifications set forth in the applicable SOW.

20.6 No Third-Party Beneficiaries

Except as expressly provided in this Agreement with respect to indemnified parties, this Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing herein shall create or be construed to create any rights in, or be enforceable by, any third party.

20.7 Notices

All notices, requests, and other communications required or permitted under this Agreement shall be in writing and delivered by: (i) hand delivery; (ii) nationally recognized overnight courier; (iii) certified mail, return receipt requested; or (iv) email with read receipt or delivery confirmation, addressed to the parties at the addresses set forth in the applicable Quote or SOW. Notices are effective upon actual receipt.

20.8 Headings

Section headings are included for convenience only and shall not affect the interpretation of this Agreement.

20.9 Counterparts

This Agreement and any executed Quote, SOW, or Service Order Form may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures, including DocuSign and similar platforms, are legally binding to the same extent as ink signatures.

20.10 Publicity

Neither party shall issue any press release, marketing material, case study, or public announcement referencing the other party's name or this engagement without the other party's prior written consent, which shall not be unreasonably withheld. Company may list Client as a customer reference in its marketing materials unless Client provides written objection.

20.11 Export Compliance

Client shall comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR), with respect to any products or technology received from Company. Client represents that it will not export, re-export, or transfer any such products or technology to any country, entity, or individual prohibited by applicable U.S. law.

20.12 Equal Opportunity

Company is an equal opportunity employer and complies with all applicable employment discrimination laws. Company shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, disability, age, or any other characteristic protected by applicable law.

20.13 Corporate Authority

Each party represents and warrants that: (i) it is a duly organized and validly existing legal entity; (ii) it has full legal power and authority to enter into and perform this Agreement; and (iii) this Agreement has been duly executed and delivered by an authorized representative and constitutes a valid and binding obligation enforceable in accordance with its terms.

TERMS & CONDITIONS

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