ETC TechSolutions, LLC (“ETC”) General Terms and Conditions

Amended and Restated effective June 1, 2025

1. PURCHASES; ACCEPTANCE. The terms and conditions set forth herein (“Terms and Conditions”) will govern the purchase of goods, services, and other products by the customer (“Customer”) from ETC TechSolutions, LLC (“ETC” and collectively with Customer, the “Parties”) as provided in any purchase order, change order, payment authorization form or other document describing the same (collectively, hereinafter the “Agreement”). Customer has read and understands these Terms and Conditions and agrees that Customer has accepted any and all terms and conditions contained herein or within any attachment hereto. No course of dealing between Customer and ETC, and no custom or usage in the trade, shall be relevant to supplement, explain, modify or amend any term or condition herein. These Terms and Conditions supersede all prior agreements, whether written or oral, between the Parties with respect to its subject matter.
2. SCOPE OF WORK. ETC agrees to sell, and the Customer agrees to purchase, the products/goods (the “Products”) and/or the services (the “Services”), and/or utilize ETC's Storage Devices, Routers, Switches or other items installed for the purposes of ETC providing the Services to Customer under the Agreement ("ETC Equipment") as set forth in the Agreement between the Parties. Customer understands and agrees that certain Products and/or Services may not be available in all ETC service areas and that ETC may, at ETC’s sole discretion, utilize one or more of its affiliates or third-parties to deliver the Services ("Third Party Services"). The Third Party Services may be subject to additional terms and conditions. Unless otherwise set forth, ETC shall use commercially reasonable efforts to provide the Products and/or Services during its normal business hours, excluding holidays, required repair and events beyond ETC's reasonable control.

After entering into an Agreement, Customer shall request Services by issuing to ETC one or more proposed service work order(s) in the form provided or via an electronic order entry system determined at the sole discretion of ETC. Upon ETC's acceptance of a proposed service order, such proposed service order shall be deemed a "Service Ticket" hereunder and shall incorporate the Terms and Conditions herein. A proposed service order shall be deemed accepted upon the earlier of (a) ETC's acceptance of such proposed service order in writing; or (b) ETC's commencement of delivery of the Products and/or Services set forth in such proposed service order.

3. SERVICE & EQUIPMENT INSTALLATION. Customer shall obtain and maintain, or ensure that each Customer employee or branch office which uses the Products and/or Services (each, an "End User") shall obtain and maintain throughout the Term of the Agreement, such consents (including, without limitation, landlord and land owner consents) as are necessary to timely permit ETC personnel to install, deliver, operate, maintain, and provide the Products and/or Services at any necessary Customer or End User's facility at which the Product and/or Services will be located and/or provided (each, a "Facility") consistent with the Agreement. Customer shall permit ETC personnel reasonable access to the Facility at any time as needed to install, configure, upgrade, maintain or remove the Products, ETC Equipment and/or other Service components thereof located at the Facility. Customer shall make and maintain throughout the Term of this Agreement all reasonable site preparations necessary to permit the installation, maintenance and operation of the Service and any ETC Equipment as specified by ETC and that is required to provide the Services. Customer shall provide ETC with floor space, rack space, other space and clean power for the installation and operation of ETC Equipment at the Facility identified in the Agreement. Customer shall be solely responsible for any fees or expenses whatsoever in connection with Customer's provision of space, power or access as described in these Terms and Conditions, or otherwise in connection with Customer's performance of its obligations pursuant to this Section 3. ETC shall use commercially reasonable efforts to install the Products and/or provide the Services in accordance with the Agreement. ETC shall provide Customer with a completion notice ("Completion Notice") upon completion of the installation of Products and/or provide the Services provided to the Customer. In the event that ETC is unable to install the Products and/or provide the Services in accordance with the Agreement as a result of (a) Customer's or End User's failure to deliver any required materials, support or information to ETC; or (b) ETC not being able to obtain access to equipment or software at the installation location as necessary for installation of the Products and/or Service, then Customer shall pay ETC the standard installation fees as identified on the Agreement hereto for any installation trip made by ETC and an additional installation fees for each subsequent trip necessitated to perform the installation or perform the Services.
4. DELIVERY OF PRODUCTS. Delivery of the Products shall be F.O.B. shipping point at ETC's designated facility unless otherwise set forth in the Agreement, and Customer shall be responsible for goods lost, damaged or delayed in transit, as well as all delivery and transit costs and expenses unless otherwise provided under the Agreement. The risk of damage or loss for whatever reason shall be upon Customer, and Customer assumes any and all liabilities, expenses and obligations regarding transportation, insurance, or any damage or loss to the products in transit. ETC will use reasonable efforts to deliver on or prior to the dates identified in the Agreement, but ETC makes no representation or guarantee that such delivery dates will be satisfied. ETC shall not be responsible for any failure or delay in performance of any of its obligations, including, but not limited to delivery within stated delivery dates.
5. CUSTOMER SUPPORT; EULAs; DATA LOSS.

5.1. Customer Support. ETC shall provide to Customer a telephone number and email address for all inquiries and remote problem support for the Service ("Support Inquiries"). Customer shall make readily available to ETC a primary and secondary contact ("Point of Contact") who shall be authorized to act on Customer's behalf on all matters related to this Agreement. All Support Inquiries shall be provided only to the Point of Contact. The Point of Contact must be authorized to use Customer's hardware, software, and network, and to make decisions regarding the Products and Services provided by ETC under the Agreement. Unless approved by ETC, the Point of Contact shall be at the Facility during the performance any work under the Agreement, if such work is performed on site. The Customer is responsible for all communications and interfaces with its End Users.

5.2. EULAs. Portions of the Services may require Customer to accept the terms of one or more third party end user license agreements (“EULAs”). EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in this Agreement. Customer agrees to be bound by the terms of such EULAs, and will look only to the applicable third-party provider for the enforcement of the terms of such EULAs. If, while providing the Services, ETC is required to comply with a third-party EULA and the third-party EULA is modified or amended, ETC reserves the right to modify or amend any applicable order with Customer to ensure ETC’s continued compliance with the terms of the third-party EULA. In order to facilitate software and hardware installation, Customer hereby authorizes ETC to accept any required EULA on Customer’s behalf and Customer agrees to be bound by the terms of such EULA.

5.3. Data Loss. Under no circumstances will ETC be responsible for any data lost, corrupted or rendered unreadable due to (i) communication and/or transmissions errors or related failures, (ii) equipment failures (including but not limited to silent hardware corruption-related issues), or (iii) any suspension or termination of Services as provided hereunder.

6. CUSTOMER EQUIPMENT SERVICE AND MAINTENANCE. If provided for under the Agreement, ETC shall use commercially reasonable efforts to service and maintain equipment owned by Customer ("Customer Equipment"). Unless otherwise agreed to by the Parties, in no event shall ETC be responsible for providing support or maintenance for any network, software or equipment not included in the Agreement or for issues or problems beyond its control, including but not limited to software, hardware, or other equipment modified or installed by Customer or third-party without the notice and consent of ETC. ETC shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages, losses, costs, expenses or liabilities of any kind arising out of or relating to ETC's use of the Customer Equipment to provide Services under the Agreement, regardless of the cause of action or theory of liability.
7. ETC EQUIPMENT SERVICE AND MAINTENANCE. ETC shall use commercially reasonable efforts to service and maintain ETC owned equipment ("ETC Equipment"), as provided under the Agreement. Unless otherwise agreed to by the Parties, Customer shall be liable for maintenance, damages, defects, repairs, or other expenses necessary resulting from the Customer's or End User's negligent or reckless use of the ETC Equipment or for the Customer's or End User's use of the ETC Equipment for purposes other than provided by the Agreement. Customer, upon termination of the Agreement, shall return to ETC the ETC Equipment in the same condition as received with reasonable wear and tear accepted.
8. COMPLIANCE WITH LAWS.The Customer hereby covenants and agrees that it shall strictly comply with any and all federal, state, and local laws, rules, regulations, and ordinances. ETC shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to ETC's operation and provision of the Services as contemplated in the Agreement. Customer shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Customer's use of the Services as contemplated in the Agreement. Unless specified otherwise in the Agreement, each Party shall give all notices, pay all fees and comply with all laws, ordinances, rules and regulations relating to its performance obligations specified in the Agreement.
9. CUSTOMER OBLIGATIONS.

9.1. Customer shall not resell or redistribute the Products and/or Services, or any portion thereof, or make any use of the Products and/or Services or ETC Equipment other than for Customer's internal business purposes, unless otherwise agreed to in writing by ETC. Customer shall ensure that its End Users’ use of the Products and/or Services or ETC Equipment, if any, shall comply with all applicable laws and regulations and terms of the Agreement. ETC, without notice and at its sole discretion, may audit Customer's use of the Products or Services, remotely or otherwise, to ensure Customer's compliance with the Agreement and these Terms and Conditions. Customer shall cooperate fully with such audits and provide ETC with all requested access and information. Any costs associated with such audits due to Customer's non-compliance shall be borne by Customer.

9.2. Customer shall ensure that all ETC Equipment at a Facility remains free and clear of all liens and encumbrances, and Customer shall be responsible for loss of this Agreement, or damage to the ETC Equipment while at a Facility. Consistent with Section 7 of this Agreement, Customer is responsible for ensuring that any Customer Equipment used in connection with the Agreement and is protected from fraudulent or unauthorized access. Customer is responsible for all access to and use of the Products, Services and ETC Equipment (whether or not such use is fraudulent or unauthorized) and for the payment of all charges incurred on Customer's account, including any charges resulting from fraudulent or unauthorized access to any Customer Equipment or ETC Equipment until such time as Customer informs ETC of such fraudulent or unauthorized access. In addition, Customer is also responsible for: (a) all content that is viewed, stored or transmitted via the Services; (b) all third-party charges incurred for merchandise and services accessed via the Services, if any. Customer shall conform its equipment and software, and ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by ETC; and (c) informing ETC of additional End Users or Customer Equipment with access or use of the Products, Services, or ETC Equipment.9.3. Customer acknowledges that ETC may monitor and record telephone calls for quality assurance, training, and compliance purposes. As such, it is the sole responsibility of the Customer to inform its employees, agents, and representatives that such calls may be recorded. By continuing to use the Services, Customer represents and warrants that it has obtained all necessary consents to permit such recordings.

10. TERM.The Agreement shall commence on the earlier to occur of (a) the date of the last signature on the Agreement (the "Effective Date") or (b) ETC's commencement of delivery of the Products and/or Services set forth in the Agreement ("Commencement Date") and shall remain in effect for a period of 36 months unless otherwise specified in the Agreement (the "Initial Term"). Unless otherwise specified in the Agreement, the Agreement will automatically renew for periods of one (1) year ("Renewal Term", together with the Initial Term, the “Term”) unless either party provides the other party notice in writing ninety (90) days prior to the expiration of the Initial Term or current Renewal Term.
11. PAYMENT TERMS. 
12. 1. Fees; Expenses; Obligation to Make Payment. The Customer will make payments as described in the Agreement, including taxes and overages. If not provided in the Agreement, the Customer shall make all reoccurring monthly service charge payments ("Reoccurring Payments") on the first (1^st ) day of the month that the Products and/or Services are to be performed or received by Customer. Customer shall make full and complete payment for any initial ETC Equipment and Product purchases prior to ETC finalizing the order from ETC Equipment and Products providers. Customer shall reimburse ETC for all reasonable travel expenses and a reasonable daily allowance to cover lodging, meals, and incidental expenses incurred by ETC while traveling to provide the Services under this Agreement.

11.2. Fee Increases. ETC shall have the right to increase fees for Services at any time upon thirty (30) days written notice to Customer. Notwithstanding the foregoing, in the event of third-party price increases outside of ETC’s control, ETC may pass through such increases to Customer with less than thirty (30) days’ notice, effective upon the date such increase is imposed on ETC. If Customer objects to such increase, Customer's sole and exclusive remedy shall be to terminate the Agreement upon written notice to ETC, subject to early termination fees and payment of all outstanding amounts due. Customer's continued use of the Services after the effective date of any fee increase shall constitute acceptance of such increase.

11.3. Nonpayment Amounts that remain unpaid for more than fifteen (15) days after the date on the invoice will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of either 1.5% per month or the maximum allowable rate of interest permitted by applicable law. ETC may charge a late fee in the amount of the greater of (i) three percent (3%) of the Payment amount or (ii) thirty-five dollars ($35.00) per month. Customer will also be responsible for all costs of collection (including attorneys’ fees) to collect overdue amounts. ETC reserves the right, but not the obligation, to suspend part or all of the Services without prior notice to Customer in the event that any portion of undisputed amounts are not received by ETC within thirty (30) days of the date on the invoice. Notice of disputes related to amounts due must be received by ETC within thirty (30) days after the applicable Service is rendered; otherwise, Customer waives its right to dispute the amounts thereafter. A re-connect fee may be charged to Customer in the event that ETC suspends the Services due to Customer’s nonpayment.  Time is of the essence in the performance of all payment obligations by you. Services will not resume until all outstanding amounts, including any late fees or applicable reconnection fees, have been paid in full. Suspension of Services shall not relieve Customer of any payment obligations for the suspended period.

11.4. Payment via Credit Card. Any invoices paid by Customer via a credit card will incur and additional fee of three percent (3%).

12. CHANGE ORDERS. 

12.1. Increases and Decreases of Supported Devices. The number of supported devices under this Agreement may increase automatically without the need for a formal change order. However, any decrease in the number of supported devices shall not be permitted unless a change order is executed by both parties in accordance with Section 12.3. ETC shall adjust the charges on a "per unit" basis consistent with the applicable order form to reflect any increase in the number of supported devices.

12.2. Expedited Action and Payment Assurance. Notwithstanding any requirement for a signed Change Order as set forth in Section 12.3, ETC may, upon the Customer's request, commence work related to a change to the scope or performance of the Services prior to receiving a signed Change Order (“Expedited Action”). In such cases, the Customer agrees to compensate the Service Provider for all reasonable fees associated with the Expedited Action and to provide all protections and indemnities as outlined in this Agreement with respect to such Expedited Action. ETC shall provide a written estimate of the fees associated with the Expedited Action, and the Customer shall confirm acceptance of these costs in writing within 24 hours. If the Customer fails to provide such confirmation, ETC may cease the Expedite Action without liability. All other terms and conditions of this Agreement shall remain in full force and effect.

12.3. Change Orders. Except for increases to the number of supported devices as described in Section 12.1 or an Expedited Action as described in Section 12.2, no changes to the Agreement will be made unless evidenced by a written agreement accepted and agreed to by both parties hereto ("Change Orders"). Except for such Change Orders and ETC's modifications to the Term and Conditions expressly permitted herein, no oral, verbal, or written modifications, shall bind the Parties thereto.

13. TAXES. Customer shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions imposed on the Products and/or Services provided by ETC under the Agreement including but not limited to state and local sales and use taxes and/or state and local regulatory fees to the extent applicable. ETC shall have the right to recover from Customer, and Customer shall pay, the amount of any state or local fees, charges or taxes arising as a result of the Agreement that are imposed on ETC or ETC's Services, or measured on ETC's receipts, and any other costs or expenses that ETC is entitled under applicable law to pass through to or otherwise charge Customer for Customer's or End User's use or receipt of the Products and/or Services. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer's invoice. Customer shall provide ETC any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Products and/or Services are first provided under the Agreement. To the extent such documentation is held invalid for any reason, Customer shall reimburse ETC for any tax or fee liability including without limitation related interest and penalties arising from such invalid documentation.
14. INSURANCE. Customer shall obtain and maintain, at its sole expense, comprehensive insurance coverage for all ETC Equipment installed for the purposes of ETC providing the Customer Products and/or Services under the Agreement, including but not limited to property damage, theft, vandalism, and casualty insurance with coverage limits not less than the full replacement value of the ETC Equipment. Customer agrees to insure ETC Equipment by: (a) insuring the ETC Equipment for amounts and coverage no less than the full replacement value of the ETC Equipment, (b) adding ETC as an additional insured or loss payee, and (c) providing ETC a Certificate of Insurance Coverage evidencing compliance with this Section 14 within thirty (30) days of the entering into the Agreement. Customer shall ensure that all insurance policies required pursuant to this Section 14 (i) be issued by insurance companies reasonably acceptable to ETC, (ii) provide that such insurance carriers give ETC at least 30 days' prior written notice of cancellation or non-renewal of policy coverage, provided that, prior to such cancellation, Customer has new insurance policies in place that meet the requirements of this Section 14, (iii) provide that such insurance be primary insurance and any similar insurance in the name of and/or for the benefit of ETC shall be excess and non-contributory, (iv) name ETC, including all successors and permitted assigns, as additional insureds, and (v) waive any right of subrogation of the insurers against ETC. Upon the written request of ETC, Customer shall provide ETC with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 14, and shall not do anything to invalidate such insurance. This Section 14 shall not be construed in any manner as waiving, restricting, or limiting the liability of Customer for any obligations imposed under this Agreement (including but not limited to, any provisions requiring Customer to indemnify, defend, and hold ETC harmless under this Agreement).
15. CONFIDENTIALITY. All materials including, but not limited to, any ETC Equipment (including related firmware), software, data and information provided by ETC, any identifiers or passwords used to access the Service or otherwise provided by ETC, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by ETC to provide the Service (collectively "ETC Materials") shall remain the sole and exclusive property of ETC or its suppliers. Nothing herein is intended to convey any right or ownership interest to Customer or any other person or entity in or to such ETC Materials. Customer shall acquire no interest in the ETC Materials by virtue of the payments provided for under the Agreement. Customer may use the ETC Materials solely for Customer's or End User's use of the Services during any applicable Term and the same may not be transferred by Customer to any other person, corporation or entity. Customer may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the ETC Materials, in whole or in part, or use them for the benefit of any third party. All rights in the ETC Materials not expressly granted to Customer in the Agreement are reserved to ETC. Customer shall not open, alter, misuse, tamper with or remove the ETC Equipment as and where installed by ETC, and shall not remove any markings or labels from the ETC Equipment indicating ETC (or its suppliers) ownership or serial numbers. Customer shall maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted in the Agreement, the ETC Materials and any other information and materials provided by ETC in connection with the Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the content of the Agreement. If software is provided to Customer under the Agreement, ETC grants Customer a limited, nonexclusive and non-transferable license to use such software, solely for the purpose of using the Service for Customer's internal business purposes during the Term. In the course of providing the Services, ETC may be exposed to certain proprietary or confidential information of the Customer concerning its business, employees, customers, plans, finances, technology or goods that is designated as confidential or due to its nature or the context of the access to or disclosure of the information confidential, including but not limited to information covered or defined under HIPAA and/or personally identifiable information (the "Confidential Information"). ETC agrees that it will not use the Confidential Information except as necessary to perform the Services. Unless provided under the Agreement, otherwise approved of by Customer in writing or pursuant to Section 25, ETC will not disclose the Confidential Information to any third party and will take every precaution to protect the confidentiality of the Confidential Information, using at least the reasonable measures as it does to protect its own information.
16. DATA SECURITY. In addition, pursuant to applicable law, ETC agrees to use reasonable security measures with respect to ETC's use and storage of any personal information and the Confidential Information. Customer understands and agrees, however, that unless explicitly included within a written Agreement and subject to additional fees, ETC shall have no responsibility or liability whatsoever for any data breach, intrusion, unauthorized access, loss or corruption of data, or other security incident affecting Customer's systems, networks, or data, regardless of cause. ETC expressly disclaims all warranties and liability related to data security except as specifically agreed in writing. In the event that ETC discovers that any ETC computer system has been breached (a "Security Breach"), ETC agrees to comply with applicable law but, unless applicable law specifically requires other notice, ETC's sole obligation shall be to give electronic notice to Customer of the Security Breach, providing information necessary for Customer to give notice to its affected customers, and to reasonably cooperate with Customer in providing notice required by applicable law. Customer acknowledges and agrees that use of any communications technology entails certain unavoidable risks, and that no technology is immune from attack. Accordingly, Customer shall indemnify, defend, and hold ETC and its affiliates, officers, directors, employees, agents, and representatives harmless from and against any and all claims, causes of action, losses, damages, expenses, costs, fines, penalties, attorneys' fees, and other liabilities of any kind whatsoever arising from or relating to (a) any disclosure, misuse, corruption, or erasure of any data, whether intentional or unintentional; (b) any breach of security or unauthorized access affecting the Products, Services, Customer's systems, networks, and/or data; (c) Customer's failure to implement reasonable security measures or follow security best practices; (d) Customer's breach of any data protection or privacy laws; and (e) any third-party claims relating to data security or privacy incidents involving Customer's data. This indemnification obligation shall survive the termination or expiration of this Agreement.
17. EXCUSABLE DELAYS. ETC shall not be liable for any damages, losses, costs, expenses or other liabilities of any kind suffered by Customer or any third party by reason of delays in delivery or performance, or for failure to deliver or perform, whether or not due to: (a) a cause beyond ETC's reasonable control; (b) an act of God, act of Customer, act of civil or military authority, Governmental priority, strike, or other labor disturbance, flood, epidemic, war, riot, delay in transportation or car shortage; (c) inability to obtain, beyond the reasonable control of ETC, necessary materials, components, equipment, or hardware necessary under the Agreement. Customer will notify ETC promptly of any delay excused by this article and will specify the revised delivery date as soon as practicable. In the event of any such delay, there will be no termination and the date of delivery or of performance shall be extended for a period equal to the time lost by reason of the delay
18. MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS. ETC has the right, but not the obligation, to upgrade, modify and enhance the ETC Equipment (including related firmware) and the Services and take any action that ETC deems appropriate to protect the Service and its facilities. ETC has the right to add to, modify or delete any provision of these Terms and Conditions. ETC shall notify Customer of any material adverse change to these Terms and Conditions or Service descriptions by posting such amended or modified Terms and Conditions on the ETC web site or by email. Upon the effectiveness of any addition, modification or deletion, Customer's continued use of the Products and/or Services shall constitute Customer's consent to such addition, modification or deletion, and agreement to continue to be bound by the Agreement. In any event, if ETC modifies these Terms and Conditions and such modification has a material adverse impact on Customer's ability to use the Products and/or Services, Customer may, within the thirty (30) day period following the date of such modification, terminate, without penalty, the Agreement.
19. TERMINATION.

19.1. Either Party may terminate the Agreement: (a) upon thirty days’ notice, if a Party materially breaches the Agreement, and such material breach is not cured within ten (10) days of receipt of written notice from the other Party; or (b) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors (each, a "Bankruptcy Event").

19.2. ETC may terminate the Agreement: (a) upon ten (10) days written notice to Customer if Customer fails to pay any amount when due hereunder more than three (3) times within any rolling twelve (12) month period, (b) upon ten (10) days written notice to Customer, in the event that Customer fails to comply with any applicable laws or regulations or the terms of the Agreement; (c) immediately if the Customer's or End User's use is determined by ETC, in its sole discretion, to be resulting in a material degradation of the ETC network, until such time as such degradation has been remedied; (d) thirty (30) days written notice to the Customer, in ETC's sole discretion and without any liability to Customer; (e) immediately, without notice, if ETC reasonably believes Customer's use of the Services poses a security risk or may violate any applicable law or regulation; (f) immediately, in the event that, after entering into such Agreement, ETC conducts a site survey and learns that the installation costs shall require a material increase in the Agreement.

19.3. Upon the termination or expiration of the Agreement: (a) ETC's obligations under the Agreement shall cease; (b) Customer shall promptly pay all amounts due and owing to ETC for Products and/or Services delivered prior to the date of termination or expiration, any de-installation fees, if any, and all costs, including early termination fees, that ETC incurs under agreements with third parties, including but not limited to facility leases, equipment leases, and software licenses, that ETC entered into in order to provide the Services and that ETC cannot (1) assign to the Customer or (ii) cancel or terminate without cost; (c) Customer shall promptly cease all use of any software provided by ETC under the Agreement, and shall return such software to ETC; (d) Customer shall have the option to purchase the ETC Equipment at a price determined by ETC, in its sole discretion; and (e) Except for the Customer's election to purchase the ETC Equipment under Section 19.3(d), Customer shall return to ETC or permit ETC to remove, in ETC's sole discretion, the ETC Equipment in the same condition as when received, ordinary wear and tear excepted. Customer shall reimburse ETC for the reasonable and documented costs of the repair or replacement, at ETC's sole discretion, of any ETC Equipment not returned or damaged in accordance with this Section 19.

19.4. Customer acknowledges that a termination of the Agreement will cause ETC to suffer damages which are difficult to determine and accurately specify. As such, Customer agrees that, in the event this Agreement terminates for any reason other than ETC's material breach or Bankruptcy Event impacting ETC, Customer shall, at ETC's sole discretion: (a) promptly pay ETC the full amount of the remaining reoccurring charges for the Initial Term or Renewal Term, whichever applicable, and the amount due and outstanding at the time of the termination; (b) reimburse ETC for all volume, term or other discounts and credits provided in anticipation of full performance of Customer's obligations and any unpaid portion of the installation fee set forth in the applicable Agreement; and (c) pay all reasonable attorneys' fees, costs, and expenses incurred by ETC in connection with enforcing this early termination provision and collecting any amounts due, including but not limited to, subscriptions billed on a monthly basis under an annual or multi-year agreement, prepaid capacity or license agreements, and any other service bound by minimum term commitments (“Committed Term Service”). ETC reserves the right to invoice the full remaining balance of any Committed Term Service immediately or to continue billing monthly invoices through the end of the term, at ETC’s sole discretion.

The provisions of Sections 11, 13, 15-23, 25, 28 and 30 shall survive the termination or expiration of the Agreement.

20. INDEMNIFICATION. Customer shall indemnify, defend and hold harmless ETC and its affiliates, subsidiaries, officers, shareholders, employees, directors, representatives, agents, successors, assigns, licensors, and suppliers against any and all losses, claims, damages, judgments, liabilities, costs, or expenses (including, without limitation, reasonable attorney fees and expenses and court costs), whether direct or indirect, incurred by any of them as a result of or arising out of: (1) Customer's breach of these Terms and Conditions, the Agreement or any Service Ticket with ETC; (2) the transportation, installation, storage, use, maintenance, modification, or alteration of the Products and/or Services by Customer or any third party; (3) any claim by any third party against ETC or its affiliates relating to the Products and/or Services, including but not limited to claims regarding errors, omissions, defects, performance issues, data loss, or unauthorized access; (4) any act or omission of Customer or its agents, employees, representatives, contractors, or End Users; (5) Customer's violation of any applicable law, regulation, or third party rights; or (6) any data, content, or materials transmitted, stored, or processed using the Products and/or Services. Customer shall promptly notify ETC in writing of any claim, action, or proceeding for which indemnification is sought and shall cooperate fully with ETC in the defense or settlement thereof. ETC shall have the sole right to control the defense and settlement of any such claim, including the right to select counsel of its choice. Customer shall not settle or compromise any such claim without ETC's prior written consent. ETC shall have the right to participate in the defense of any such claim through counsel of its own choosing at Customer's. expense Customer shall pay all costs, fees (including attorneys' fees), and expenses as they are incurred.
21. DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK. ETC EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE, AND ETC EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, THE PRODUCTS AND/OR SERVICES, ETC EQUIPMENT AND ETC MATERIALS ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY ETC, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. ETC DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR AN END USER'S COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM, CUSTOMER'S OR ITS END USERS' USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, CUSTOMER'S OR END USERS' SENDING OR RECEIVING, OR UPLOADING OR DOWNLOADING, OR ATTEMPTS TO DO SAME, OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT ETC'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THE AGREEMENT AND ETC DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.
22. LIMITATION OF LIABILITY. IN NO EVENT SHALL ETC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT ETC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF ETC, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OTHERWISE, SHALL NOT EXCEED THE LESSER OF (i) THE AMOUNT CUSTOMER HAS PAID TO ETC FOR THE SPECIFIC PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) $5,000. FURTHERMORE, IN THE EVENT THAT ANY PRODUCTS AND/OR SERVICES SHALL BE MANUFACTURED, SOLD, OR PROVIDED BY ETC TO MEET CUSTOMER'S PARTICULAR SPECIFICATIONS OR REQUIREMENTS, ETC SHALL NOT BE LIABLE FOR ANY FAILURE TO MEET PARTICULAR SPECIFICATIONS OR REQUIREMENTS, OR ANY CLAIM FOR INFRINGEMENT OF ANY PATENT, ARISING FROM THE CUSTOMER'S PARTICULAR SPECIFICATIONS OR REQUIREMENTS FOR THE PRODUCT OR SERVICES. THE REMEDIES OF CUSTOMER SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REMEDIES. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT ETC WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
23. INDEPENDENT CONTRACTOR.The Parties are independent contractors. No joint venture, partnership, employment, agency or similar arrangement is created between the Parties. Neither Party has the right or power to act for or on behalf of the other or to bind the other in any respect other than as expressly provided for in this Agreement. This Agreement is non-exclusive and ETC will have the right to engage others to provide services similar to or competitive with the Services for any other Customer. ETC is solely responsible for its overhead and the tools of the trade necessary to perform the Services. ETC is solely responsible for all compensation, benefits (including but not limited to vacation), workers' compensation insurance and contributions (such as for disability and unemployment), and all related taxes for all persons who perform the services.
24. ELECTRONIC SIGNATURES. The transactions contemplated by this Agreement may be conducted by electronic means as contemplated by the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.) (“ESIGN”) and the Uniform Electronic Transactions Act (“UETA”) (Ohio Revised Code § 1306.01, et seq.). A Party’s execution or delivery of this Agreement, or any other document relating to the transactions to be consummated hereunder, may be evidenced and effected by electronic signature, which will constitute a legal, valid and binding signature and have the same force and effect as a manual signature. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, as defined by ESIGN and UETA.
25. DISCLOSURE OF CUSTOMER INFORMATION. Customer's privacy interests, including Customer's ability to limit disclosure of certain information to third parties, may be addressed by, among other laws, the Electronic Communications Privacy Act, and, to the extent applicable, state laws and regulations. In addition to the foregoing, Customer hereby acknowledges, consents to, and agrees that ETC may collect, store, process, and disclose Customer's and its employees' personally identifiable information: (i) as required by law or regulation; (ii) to comply with requests from governmental authorities or regulatory agencies; (iii) to the American Registry for Internet Numbers ("ARIN") or any similar agency; (iv) in accordance with ETC's Privacy Policy or applicable tariffs; (v) to protect ETC's rights, property, or business interests; or (vi) to any third party service providers or partners assisting in providing the Services. In addition, ETC shall have the right (except where prohibited by law), but not the obligation, to disclose any information to protect its rights, property and/or operations, or where circumstances suggest that individual or public safety is in peril.
26. FORCE MAJEURE. Notwithstanding anything to the contrary in the Agreement, a Party shall have no liability to the other due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts, natural disaster, changes of laws or regulations or other acts of government, fire, civil disturbance, weather, or any unauthorized access to or destruction or modification of the Service, in whole or in part (each a "Force Majeure Event"). Notwithstanding anything to the contrary in the Agreement or this Terms and Conditions, Customer or ETC shall give to the other party written notice setting forth the cause and expected time of the delay or impossibility to perform, without penalty, if a Force Majeure Event continues for more than thirty (30) consecutive days and prevents ETC or Customer from performing under the Agreement.
27. REGULATORY AND LEGAL CHANGES. In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any new application of or increase in any government or quasi-government-imposed fees or charges that increases the costs or other terms of ETC's delivery of Service to Customer to any facilities used by ETC in providing the Service, Customer acknowledges and agrees that ETC may pass through to Customer any such increased fees or costs, but only to the extent of the actual increase, provided ETC notifies Customer at least thirty (30) days in advance of the increase. In such case, and if such increase materially increases the fees or charges due by Customer under the Agreement for the applicable Products and/or Services, Customer may, within thirty (30) days after notification of such increase, terminate the affected Service without incurring termination liability, provided Customer notifies ETC at least sixty (60) days in advance of Customer's requested termination date. Further, in the event that ETC is required to file tariffs or rate schedules with a regulatory agency or otherwise publish its rates in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, and ETC is required under applicable law to apply those rates to Customer's purchase of Service under the Agreement, then the terms set forth in the applicable tariff or rate schedule shall govern ETC's delivery of, and Customer's use or consumption of the Service. In addition, if ETC determines that offering or providing the Service, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then ETC may terminate the Agreement without liability, by giving Customer thirty (30) days prior written notice or any such notice as is required by law or regulation applicable to such determination.
28. ENTIRE AGREEMENT. The Agreement, including, without limitation, any related documents, purchase orders, and this Terms and Conditions, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the Parties with respect to such subject matter.
29. ORDER OF PRECEDENCE. Each Service shall be provisioned pursuant to the terms and conditions of the Agreement. In the event that ETC permits a Customer to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that these Terms and Conditions hereof shall prevail notwithstanding any conflict with the terms and conditions of any purchase order submitted by Customer, and any different or additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of the Agreement are inconsistent with the terms of these Terms and Conditions, the terms of the Agreement shall control.
30. GOVERNING LAW; JURISDICTION; CLAIMS. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Ohio. Customer agrees it is subject to personal jurisdiction of the courts in Summit County, Ohio, and any dispute arising out of this Agreement requiring adjudication by a court of law shall be filed and heard in the venue of Summit County, Ohio.
31. SEVERABILITY; WAIVER. In the event that any portion of the Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth in the Agreement and the remainder of the Agreement shall remain in full force and effect. No waiver of any breach or default under the Agreements shall be deemed to be a waiver of any preceding or subsequent breach or default. To be legally binding on ETC, any waiver must be in writing and signed by an authorized officer of ETC. No failure or delay by ETC in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof.
32. ASSIGNMENT. Customer may not assign, transfer, delegate or sublicense the Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of ETC, which may be withheld in ETC's sole discretion, and any attempted assignment, transfer, delegation or sublicense in violation of this Section shall be null and void. Customer shall pay ETC a reasonable administrative fee for any approved assignment. ETC may assign its rights and obligations under the Agreement including, without limitation, in whole or in part, to any affiliate without the prior written approval of or notice to Customer. Customer understands and agrees that, regardless of any such assignment, the rights and obligations of ETC in the Agreement may accrue to, or be fulfilled by, any affiliate, as well as by ETC and/or its subcontractors.
33. NO THIRD PARTY BENEFICIARIES; RELATIONSHIP OF THE PARTIES.There are no third party beneficiaries to the Agreement. The Parties to the Agreement are independent contractors as described in Section 23.
34. PUBLICITY AND MARKETING. Customer may not issue any press release, public announcement, or other public statements regarding the Agreement or its relationship with ETC without ETC’s prior written consent. ETC may use Customer's name, logo, and general description of services provided in ETC's marketing materials, website, and customer lists without Customer's prior consent.
35. NOTICES. Any notice under the Agreement shall be given in writing and shall be deemed to have been given when actually received by the other Party. Notices to ETC must be delivered by certified mail, return receipt requested, or nationally recognized overnight courier service with tracking capabilities to the addresses set forth below, or to such other address as ETC may designate in writing. Notices by email shall be deemed received only when acknowledged in writing by an authorized representative of ETC. Notices to ETC shall be delivered to: ETC TechSolutions, LLC 150 Springside Drive Suite B230, Akron, OH, 44333, Attn: Account Manager, Fax: (234) 200-0801. Notices to Customer shall be provided to the address or email address Customer supplies ETC upon execution of the Agreement.
36. NON-SOLICITATION.

36.1 During the Term of the Agreement, and for a period of two (2) years following the termination of the Agreement, Customer will not, for themselves, or for any other person or entity, do any of the following either directly or indirectly:

1. Solicit or attempt to Solicit any Client or Prospective Client of ETC to withdraw, decrease, alter or cancel its business with ETC or otherwise terminate any written or oral agreement or understanding or other business relationship with ETC.
2. Solicit or accept the business of any Client or Prospective Client to purchase Products or Services competitive with ETC.
3. Solicit or attempt to Solicit any employee(s), agent(s), contractors, vendors, supplies, or consultant(s) of ETC to terminate their employment, representation or other association with ETC for any reason.

36.2. “Solicit” means engaging in any communication, in any manner whatsoever, regardless of who initiated the contact, inclusive of in-person, telephone, mail, email, text message and through the use of social media platforms.

36.3.“Client” means any person or entity that is a customer of ETC during the twelve (12) month period preceding the termination of this Agreement.

36.4 “Prospective Client” means any person or entity upon whom ETC or the Customer, on behalf of ETC, called on or attempted to Solicit at any time during the twelve (12) month period preceding the termination of this Agreement.

36.5 “Products or Services Competitive with ETC” include, but are not limited to, information technology services such as: (i) end-user support; (ii) equipment installation, configuration, or troubleshooting; (iii) structured cabling and infrastructure work; (iv) network, server, or workstation deployment; (v) documentation, auditing, and discovery; and (vi) other project-based technical services.

37. OWNERSHIP OF WORK PRODUCT. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of ETC in the course of performing the Services (collectively, the "Deliverables") shall be owned by ETC. ETC hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables during the Term free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, and royalty-free basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
38. RIGHT OF PUBLICITY. By entering this Agreement, Customer consents and immediately grants ETC the unrestricted, worldwide, royalty-free rights to use, reproduce, display, publish, and otherwise distribute its name, logo, and a general description of the services provided by ETC (collectively, “Publicity Rights”) in any and all advertising, case studies, press releases, testimonials, on its website, in customer lists, or any other promotional materials related to ETC’s business.
39. ATTORNEYS’ FEES AND COLLECTION COSTS. If Customer breaches or threatens to breach this Agreement, then ETC is entitled, in addition to any other remedies available to it, to a temporary restraining order and to preliminary and final injunctive relief against Customer to prevent any threatened or continuing violations of this Agreement, without the need to post bond. Nothing contained in this Agreement limits or negates any remedies that are available to ETC under common law or statutory law including for misappropriation of Trade Secrets or unfair competition. All remedies under this Agreement are cumulative and not mutually exclusive. Further, if Customer breaches this Agreement, Customer agrees to pay all fees and costs (including reasonable attorney fees) incurred by the ETC in connection with the enforcement of this Agreement.