Terms and Conditions — Septem Technologies

TERMS & CONDITIONS

SEPTEM TECHNOLOGIES PRIVACY POLICY
LAST UPDATED: [OCTOBER 1, 2023]

APPLICABILITY OF TERMS
These General Terms and Conditions (the “Terms and Conditions”) are the only terms that govern the audiovisual proposal or quote (each, a “Proposal”) provided by Septem Technologies, Inc. (as applicable, “Seller”) to the buyer/customer identified in the Proposal (“Buyer”). The Terms and Conditions and the Proposal (collectively, the “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral. Notwithstanding anything herein to the contrary, if an agreement signed by both parties is in effect covering the sale of the Service that are the subject of the Proposal, the terms and conditions of said agreement shall prevail to the extent they are inconsistent with these Terms and Conditions.

ACCEPTANCE OF TERMS
This Agreement shall not be binding upon Seller until accepted by Buyer as set forth in this section and the earlier of Seller’s confirmation in writing of Buyer’s order and Seller’s performance under the applicable Proposal. Buyer’s signed acceptance of the Proposal, issuance of order against the Proposal, payment for any of the Services contained in the Proposal, or receipt of the Services contained in the Proposal, whichever occurs first, shall constitute Buyer’s acceptance of this Agreement. Any modification, addition to, or waiver of any of this Agreement shall not be effective unless in writing and signed by an authorized representative of Seller, and any different or conflicting terms appearing in Buyer’s purchase order or other documents are expressly rejected by Seller. No relaxation, forbearance, or indulgence by Seller in enforcing any of the terms and conditions of this Agreement or the granting of any time to any other party shall prejudice or restrict the rights and powers of Seller hereunder, nor shall waiver of any breach hereof operate as a waiver of any subsequent or continuing breach thereof.

PAYMENT TERMS
Unless otherwise agreed in writing by Buyer and Seller, the total Proposal price shall be billed as follows: 100% at the time of order, payable net 30 from Buyer’s receipt of invoice. Unless otherwise specified. If this Proposal covers Services for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Seller shall not be liable for failures or delays resulting from any cause or causes beyond its reasonable control.

BUYER IN ARREARS OR DEFAULT
In the event Buyer is in arrears with any payment whatsoever due from it to Seller at any time, whether in respect of the Proposal price or any other amount due from the Buyer to the Seller under the terms of this Agreement, the amount in arrears shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief or remedy available to Seller. In the event of Buyer’s default, Seller may, without notice, peaceably enter any premises in which the Products are located and remove, hold and sell them in accordance with applicable law, to satisfy in whole or in part Buyer’s obligations.

SITE PREPARATION
Except as expressly provided otherwise in this Agreement, Seller shall not be responsible for any installation or other services relating to the Products. Buyer shall obtain at its expense and keep effective all permissions, licenses, and permits whenever required in connection with the installation and/or use of the Products and the premises where the Products shall be installed.

LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES
In no event will either party be liable for incidental, consequential, special, exemplary, or indirect damages, lost business profits, or loss, damage, or destruction of data, arising out of or in any way related to this agreement and the relationship and/or dealings between buyer and company, regardless of the form of action, whether in contract, tort (including negligence), breach of warranty or otherwise, even if such party has been advised as to the possibility of same. Seller’s aggregate liability arising out of or related to this agreement shall not exceed the purchase price of the product(s) giving rise to the claim. The preceding limitation will apply whether an action is in contract or tort and regardless of the theory of liability. The above limitation shall not apply to the extent prohibited by applicable law.

TAXES
Any and all taxes levied or based on the prices in this Agreement, or the Services being sold hereunder, exclusive of any taxes based on net income, shall be added to the purchase prices set forth in the Proposal, except to the extent the Buyer provides the Seller with a valid tax-exempt certificate approved by Seller. The Buyer understands and agrees that in order for purchases from Seller to qualify for an exemption from sales tax that Buyer may be required by law to pay Seller using a credit, debit or purchasing card that is issued to the exempt organization or government entity and that is payable from funds of the exempt organization or government entity and that is not a personal credit or debit card. Buyer agrees to comply with any and all such requirements and to provide documentation acceptable to Seller of Buyer’s compliance with such requirements if so requested by Seller. Buyer agrees to indemnify and hold harmless Seller for any and all claims if Buyer uses a credit or debit card that does not satisfy the applicable requirements for exemption from sales tax.

GOVERNING LAW AND JURISDICTION

This Agreement shall be interpreted in accordance with and governed in all respects by the laws of the State of New York without giving effect to its conflicts of law rules. Any dispute related to, arising out of, or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Queens County, New York, and the United States District Court for the District of New York. In the event of legal proceedings arising out of or relating to this Agreement, the prevailing party, as determined by the court, shall be entitled to recover, from the non-prevailing party, reasonable costs suffered or incurred in connection with such proceedings including, but not limited to, court fees, attorneys’ fees, expenses and costs of investigation and court.
To the extent permitted by applicable laws, seller and buyer each waive any rights which either may have to trial before a jury of any dispute arising from, or related to, this contract. Seller and Buyer further stipulate and consent that any such litigation before a court of competent jurisdiction shall be non-jury.

FORCE MAJEURE

Neither party will be liable to the other for delays or failures to perform occasioned by causes beyond its reasonable control and without its fault or negligence. Such acts or events shall include but not be limited to, acts of God, civil or military authority, civil disturbance, riot, fire, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, materials, or manufacturing facilities, and delayed issuance of export control licenses. In the event of such delays or failures to perform, any dates or times by which either party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the additional time required because of the delay or failure to perform. Each of the parties shall promptly inform the other of any event of force majeure, and its expected duration and cessation. The party claiming force majeure shall use its best efforts to mitigate such effects to the extent reasonably practicable.

MISCELLANEOUS
The Proposal shall be firm for the period shown on the face hereof, subject to withdrawal or change by the Seller upon notice at any time prior to acceptance of an order. In providing the Services, Seller shall be deemed to be an independent contractor and its personnel and representatives shall not act as nor be Buyer’s agents or employees. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining terms of this Agreement shall in no way be affected or impaired. Buyer may not assign any of its rights or obligations under this Agreement, including by purchase, merger, or operation of law, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer in violation of this provision shall be null and void. Seller may terminate this Agreement immediately for cause in the event Buyer breaches a material term of this Agreement (it being understood that Buyer’s payment obligations shall constitute a material term) and such breach is not cured within ten (10) days after written notice thereof. Seller may also terminate this Agreement immediately for cause upon written notice in the event Buyer is declared insolvent or adjudged bankrupt by any court of competent jurisdiction or makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days.
Upon Seller’s termination of this Agreement for cause, without waiving or otherwise limiting any other remedies available to Seller under this Agreement, at law or in equity, Buyer shall become immediately liable for any outstanding charges for Services performed up to date of termination, any third party cancellation fees incurred that cannot be reasonably mitigated, and any interest on any and all past due charges as set forth in this Agreement.
Upon any expiration or termination of the Agreement, in addition to any other provisions of this
agreement that states survival after termination or expiration of this Agreement, and notwithstanding expiration, completion or termination of this Agreement, the parties shall continue to be bound by the provisions of this Agreement that, by their nature, shall survive such completion, expiration, or termination.

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