Terms and Conditions of Sale 1. Definitions: 1.1. “Buyer” or “Client” means the entity or person that accepts these Terms and Conditions. “Seller” or “Enabling” refers to the service / product providers, Enabling Technologies Corp. 2. Payment and Terms: 2.1. Unless otherwise specified, payment terms on purchases for product require a 50% deposit with the signed purchase agreement. The balance on product sales is due NET 30 days from the shipping date on the invoice. Payment terms for maintenance and managed services agreements are NET 30 days from the date on the invoice. Payment terms for Professional services are billed incrementally and due NET 30 days from date of invoice. Incremental billings will be based on the agreed upon purchase price as indicated in the signed project proposal/bid. Any additional charges over and above the original quote will be invoiced in accordance with the engineering change order and are due NET 30 days from the date of the invoice. All payments must be made via wire transfer, check drawn on US bank, or valid Visa, American Express or Master Card credit card. Any payments for invoices beyond NET 30 days will incur interest at 18% per annum on the outstanding balance. Enabling reserves, the right to adjust payment terms at any time due to consistent delays in payment by the Client. 2.2. All payments for products, services and maintenance contracts should be sent to: Enabling Technologies Corp. PO Box 34745 Philadelphia, PA 19101-4745 US WIRE INSTRUCTIONS: Howard Bank Routing/ABA: 055003434 Bank Account Number: 2168030 INTERNATIONAL WIRE INSTRUCTIONS: BB&T Bank Swift Code: BRBTUS33 Routing: 055003308 Bank Account Number: 1210000464226 2.3. Client agrees to be bound by and accept these Terms and Conditions of Enabling’s Quote and Purchase Agreement as the only agreements applicable to the Client’s purchase for products, professional services, and maintenance contracts from Enabling. 2.4. This agreement supersedes all prior agreements, arrangements, representations and communications, whether oral or written, regarding the subject matter of this agreement. 2.5. All quotes are valid for a period of 30 days from the date of issuance, unless otherwise specified on the approved agreement. Delivery is normally 3-5 business days from receipt of purchase order, subject to credit approval and availability unless otherwise advised. Professional Services usually requires approximately 4-6 weeks’ advance notice for scheduling. 2.6. Travel: All out-of-pocket expenses for travel, meals and lodging associated with the proposed professional services will be invoiced separately and are not included in the pricing section of this proposal. Expenses will be invoiced monthly during the term of the contract and are due NET 30 days from the date of the invoice. 2.7. Taxes: Client is responsible for paying all applicable taxes stated on Enabling’s invoices. Applicable sales tax can include (state, value-added, excise). Client shall pay any sales, use excise or similar tax attributable to the sale of the products covered hereby, or shall provide Enabling with tax exemption certificates acceptable to the taxing authorities. 3. Scheduling and Delivery: 3.1. Cancellations: Enabling will allow for up to (2) cancellations of scheduled professional services work with less than 10 business days’ notice without assessing any financial penalty. After the second cancellation Enabling will invoice the Client $1,800.00 per business day for subsequent cancellations when not notified with at least 10 business days’ notice. The financial penalty of $1,800.00 per business day will be assessed equal to the amount of days that Enabling is unable to reallocate scheduled labor for other billable work. In addition, Enabling will invoice customer for any travel and expenses that are incurred due to any cancellations. 3.2. Enabling reserves, the right to reschedule professional services based upon events out of their control. 3.3. All work is assumed to be completed during normal business hours, unless otherwise stated. Overtime hours will adjust based on the rates that are listed below. 3.4. Where applicable, all Goods shipped are F.O.B. points of origin. Title to and risk of loss of all products shall pass from Enabling upon delivery of products to the Client. Client shall pay all freight, handling, delivery, special packing and insurance charges for shipment of goods. Choice of carrier and shipping method and route shall be at the election of Enabling. Enabling shall have the right to deliver all goods covered hereby at one time or in portions from time to time, within the time for delivery provided in such order. 3.5. Where applicable, upon receipt of Products, Client agrees to inspect and/or test the Products. Such inspection and testing shall be completed promptly and in no event later than 10 days after receipt of Products by the Client or completion of Services by Enabling. The Products shall be deemed accepted by the Client unless the Client provides Enabling with timely written notice specifically noting any defects or discrepancies in the quality or quantity of Products received. 3.6. Seller’s liability (whether under the theories of breach of contract, tort liability, misrepresentation, fraud) is limited to repairing or replacing the Products found by Seller to be defective or nonconforming as provided above, or at Seller’s option, Seller may refund the purchase price of such Products. In no event, shall seller’s liability exceed the purchase price of the products determined to be defective. 3.7. Enabling will not be liable for delays in delivery by the carrier. 3.8. Any Block of Hours (BOH) agreements will be valid for one year from the PO / approval date, any unused hours will expire after one year. 4. Installation: 4.1. If Enabling requires configuration information be supplied by the client; failure to supply information will result in Enabling performing a best practice installation of product(s). 4.2. Where applicable, the Client is responsible for meeting the stated hardware and software server requirements for the products being installed. Where client is providing hardware and/or software, failure to have necessary components at time of installation may result in surcharge based on Enabling’s Time & Materials rate listed below. Client is also responsible for registering hardware and/or software as required by the manufacturer/distributor. Failure to effectively complete registration prior to date of installation which results in delay of installation, client agrees to accept billing for such delay over and above charges for our statement of work appearing in this quote. 4.3. Access to Client’s place of business outside of normal hours will be at the discretion of the client’s IT staff and stated in their purchase order and must be mutually agreed upon by both Client and Enabling. Enabling is not responsible for the failure to perform services in the event this failure is caused by the Client or other associates or 3rd parties operating under the control of the Client. Work performed outside of the Scope of Work (SOW) requires a Change Management Request (CMR) form. No work will be performed outside of the SOW until the CMR is signed by the Client. Work outside the SOW is subject to Enabling’s Time & Materials rate listed below. This includes any delays caused by client’s staff or vendors. In addition, to any modifications that have been discovered during the initial implementation meeting. 4.4. Enabling does not warrant or guarantee the proper function of E911 functionality in Lync / Skype for Business / Teams. This is regardless of whether Enabling has or has not been involved in any services work whatsoever related to E911. Enabling will not assume any liability that arises directly or indirectly from E911 or any other telephone system in the customer environment. 4.5. Since Enabling is not the manufacturer of the hardware and software products, Enabling cannot assume any liability for the actual software and hardware performance of any system. 4.6. Where applicable, the client is responsible for purchasing the exact number of licenses to support the appropriate solution. 4.7. We do not move hardware as a part of our services. If you ask us to relocate your hardware as a part of this project, you are required to indemnify our company and staff for any damage caused to the hardware or software as a result of this move. 5. Limitation of Liability: 5.1. To the maximum extent permitted by applicable law and regardless of whether any remedy set forth herein fails of its essential purpose, in no event will Enabling its licensors, resellers, suppliers or subcontractors be liable to you for (i) any costs of procurement of substitute or replacement goods and services, loss of profits, loss of use, loss of or corruption to data, business interruption, loss of production, loss of revenues, loss of contracts, loss of goodwill, or anticipated savings or wasted management and staff time; or (ii) any special, consequential, incidental or indirect damages whether arising directly or indirectly out of this agreement, even if Enabling or its licensors, resellers, suppliers or subcontractors has been advised such damages might occur. In no case, shall Enabling’s liability exceed the fees you paid giving rise to the claim. Nothing in this agreement shall operate so as to exclude or limit Enabling’s liability to you for death or personal injury arising out of negligence or for any other liability which cannot be excluded. 6. Non-Solicitation and Confidentiality: 6.1. During the term of this Agreement, and for a period of twenty-four (24) months thereafter, neither party will, without the prior written consent of the other party, hire, retain or engage, or make an offer of employment in respect of same to, any personnel of the other party. 6.2. The Client agrees all information disclosed by Enabling, including but not limited to Quotes, Proposals, Bids, Technical Specifications, Contracts, and Agreements, shall be deemed Confidential Information and any and all Confidential Information will be used solely for the purpose of evaluating its interest in entering into a business transaction with Enabling and for no other purpose, and that all such information will be kept confidential by the Client and its representatives at all times following such disclosures. The Client acknowledges and agrees that all Confidential Information, and all physical, digital, and recorded embodiments thereof are intellectual property, are confidential to and shall be and remain the sole and exclusive property of Enabling. In the event that either party decides not to proceed with a business transaction, The Client shall promptly return, and shall cause its representatives to promptly return, to Enabling all written Confidential Information and shall destroy any other physical, digital, or recorded material containing or reflecting any information contained in the Confidential Information (whether prepared by the Client or any of its Representatives) and shall confirm in writing that such actions have been taken. Neither the Client nor any of its representatives will retain any copies, extracts or other reproductions in whole or in part of such Confidential Information, in whatever medium or format. 6.3. This proposal constitutes intellectual property owned exclusively by Enabling, a Florida Corp which was based upon work performed in preparation for this document. The sum total of products and services constitute a work product owned by Enabling. This proposal is presented for your exclusive use. It is not to be shared with entities other than your firm in any fashion without advance permission in writing from Enabling. 6.4. Use of Client’s Name: With Client’s prior approval Enabling may use the Client’s name and trademarks as a Client reference, including a general description of the services provided to Client by Enabling, in its resumes, Client list, case studies, and in other promotional information including, but not limited to, press releases, brochures, reports, letters, white papers and electronic media such as email or Web pages. 7. Warranty and Maintenance Services: 7.1. Where applicable, Enabling passes through all applicable hardware and software product warranties as stated by the manufacturer to the Client. Enabling professional services have a warranty of 30 days from date of invoice. 7.2. Where applicable, Enabling provides 1st Maintenance Services for an initial term of one (1) year, unless a different term is expressly defined in the applicable order. If Software Assurance is purchased the manufacturer provides 2nd Tier and 3rd Tier Engineering support and is included in the quoted software maintenance and support agreement. 7.3. Enabling reserves, the right to cancel any warranty or maintenance agreement as a result of the Products or Services being modified by any party other than Enabling or its agents. 8. Termination: 8.1. Either party may terminate this agreement without cause upon giving the other party thirty (30) days prior written notice. During the thirty (30) day termination period, Client shall maintain and pay for the staffing levels existing at the time of the notice and termination and shall reimburse Enabling for any reasonable demobilization expenses, such as but not limited to third party agreements entered into on the Client’s behalf. 8.2. Except for non-payment, either party may terminate this agreement for material breach upon giving the other party fifteen (15) days prior written notice identifying specifically the alleged breach, provided that the breaching party does not cure such breach within the fifteen (15) day notice period. In the event of a material breach due to non-payment, the notice period shall be five days. During this notice period the non-breaching party shall have the right to suspend its performance under this agreement. 8.3. Upon termination of this agreement or any work order by either party, Client will immediately pay Enabling all fees, costs and expenses owed to or incurred by Enabling up to the effective date of such termination; provided however, that with respect to any work order which is the basis for the termination and is payable on a milestone basis, Client will pay Enabling a pro rata amount of the fees due for such work order based on the percentage of completion. 9. Compliance with Law: 9.1. Governing Law: This Purchase Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to any conflicts of laws principles which would apply the law of another jurisdiction. 9.2. Jurisdiction/Venue/Jury Waiver: Any dispute or claim arising out this Purchase Agreement or any provision hereof shall be brought in and shall be subject to the exclusive jurisdiction of the courts of the State of Florida. Each party hereby consents to and submits to the personal jurisdiction of such courts in any proceeding to enforce any right or obligation under this Agreement and shall not contend that any such court is an inconvenient venue. The foregoing shall not limit the right of any party to obtain execution of judgment in any other jurisdiction. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS PURCHASE AGREEMENT. 9.3. Attorneys' Fees and Costs: In the event a dispute arises regarding this Purchase Agreement; the prevailing party shall be entitled to its reasonable attorneys’ fees and expenses incurred in addition to any other relief to which it is entitled.