"| TeELVUE CORPORATION Quote#: Q-017253
| 16000 Horizon Way, Suite 100 Quote Issued: 6/23/2022
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| Mr. Lauret, NU O8054 Quote Expiration: 7/23/2022
TelVue Terms & Conditions
The products ("Products") and services (“Services”) provided by Tel Vue Corporation (TELVUE) to you (“Customer”) are subject to the following terms and
conditions ("Terms and Conditions”). By placing an order with TEL VUE. Customer agrees to be bound by these terms and conditions. These Terms and
Conditions shall apply to all quotations and offers made and accepted by TEL VUE. The Terms and Conditions contained herein are subject to change at any time
by TELVUE in its sole discretion and without notice to any potential purchaser of the TelVue's products and services. No purchase order submitted under these
quoted Terms and Conditions shall be deemed to create a binding contract unul such time ats Tel Vue accepts such purchase order. Tel Vue reserve the right to
decline any purchase order based on this quote at its sole discretion. Customer agrees that these Terms and Conditions may in some instances conflict with some
of the terms and conditions affixed to the purchase order or procurement document issued by the Customer. In that case. the Terms and Conditions contained
herein shall govern and acceptance of Customer's order is expressly conditioned upon Customer's acceptance of these Terms and Conditions whether the
Customer accepts the Terms and Conditions by written acknowledgment. implication, or acceptance and payment of Products or Services purchased. TELVUE's
fulure to object to provisions contained in any communication from Customer to the contrary shall not be deemed a waiver of the provisions of these Terms and
Conditions. TELVUE will use commercially reasonable efforts to ship Products to Customer's address listed on the TELVUE Quote Form, and to provide
Services to Customer's authorized users in accordance with the scheduled date specified by TELVUE. Customer acknowledges and agrees that delivery schedules
are subject to change. TELVUE will notify Customer of any anticipated delay of thirty (30) or more days in delivery of the Products or Services purchased.
Products are delivered F.O.B. TELVUE shipping point. Customer shall pay all shipping charges, including without limitation. transportation charges and
Insurance premiums, and shall be responsible for all taxes, duties and other government assessments. Customer shall pay TEL VUE tor any product or service fee
(collectively, "FEES") set forth on TELVUL’s Quote Form, Payment shall be made in U.S. dollars in the U.S. where Customer has established credit, and the
terms of payment will be "NET 30° -- thity (30) days trom invoice date unless otherwise indicated on the invoice. Any FEES not paid by Customer when due
shall hear interest until paid ata tate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by kiw,
Whichever is fess. Customer shall be reyponsible tov the costs, including without limitation, attorneys’ fees and court costs, incurred by TELVUE in connection
with TELVUE's collection of any past-due FEES. Customer shall bear and be solely responsible for the payment of all taxes levied or assessed in connection with
the Products and Services, if any. including without limitation. all sales, use, rental reeeipt. personal property, import and monthly or other taxes (but excluding
taxes based solely upon TELYUE's income). In addition to any other remedy available to it, PFELWGE may suspend or terminate the Services, in whole or in part,
upon Customer's failure to timely pay the FEES without incurring any liability to Customer or others associated with Customer. All FEES paid and charges made
prior to any termination as provided herein are nonretundable, Termination of the Services shall not release Customer from any obligation to pay accrued charges
on FEES. TELVUE may increase its FEES for any TEL VUE-provided content and third-party software to the extent that its licensors raise their fees to TEL VUE
upon not less than thirty (30) days prior written notive to the Customer. [f the increases exceed ten percent (10%) of the then current FEES. Customer may choose
to delete the TELVUE-provided content or third-party software. as applicable. TEL VUE reserves the right to begin charging Services FEES if the Services are not
launched by Customer within one hundred twenty (120) days of the order date through no fault of TELVUE, Customer shall comply with all export faws and
restricuons and regulations of the Department of Commerce or other United States or foreign agency or authority. and shall not export. or allow the export or
re-export ol the Products or any Confidential Information or any direct product thereof in violation of any such restrictions. laws or regulations. or to Afghanistan,
the People’s Republic of China or any Group Q. S. W. Y. or Z country specified in the then current Supplement No. | to Section 770 of the U.S. Export
Adnuaisuation Regulations (or any successor supplement or regulations): Customer shall obtain and bear all expenses relating to any necessary licenses and/o1
eXemplions with respect to the export from the U.S. of all material or items deliverable by TEL VUE to any location and shall demonstrate to TEL VUE
compliuce with all applicable laws and regulations prior to delivery thereof by TELVWUE. TELVUE warrants to Customer that the Products or Services offered
by TELVUE pursuant to these Terms and Conditions shall conform to the specifications for such Products or Services mutually agreed to by the partes in writing
at the time of shipment. The warranty period for hardware-based Products shall be twelve (12) months from the diate of shipment. Customer's sole remedy for
breach of the foregoing warranties shall be Limited to Product replacement. or if replacement 1s inadequate. or in TELVUE'’s sole discretion impractical, to refund
the purchase price. TELVUE PROVIDES THE PRODUCTS AND SERVICES "AS IS" AND MAKES NO WARRANTY THAT THE PRODUCTS OR
SERVICES WILL BE UNINTERRUPTED. TIMELY. SECURE. OR ERROR FREE: NOR DOES TELVUE MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM THE PRODUCTS OR SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT
OBTAINED THROUGH THE PRODUCTS OR SERVICES. EXCEPT AS SET FORTH HEREIN, OR IN A WRITTEN AGREEMENT BETWEEN THE
PARTIES THAT EXPRESSLY AMENDS TEL VUE'S WARRANTY. AND SUBJECT TO APPLICABLE LAW. TELVUE MAKES NO OTHER. AND
EXPRESSLY DISCLAIMS ALL OTHER. REPRESENTATIONS. WARRANTIES. CONDITIONS OR COVENANTS. EITHER EXPRESS OR IMPLIED
(INCLUDING WITHOUT LIMITATION. ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR
PURPOSE. MERCHANTABILITY. DURABILITY. TITLE. ACCURACY OR NONINFRINGEMENT) ARISING OUT OF OR RELATED TO THE
PERFORMANCE OR NONPERFORMANCE OF THE SERVICES. INCLUDING. BUT NOT LIMITED TO, ANY WARRANTY RELATING TO THIRD
PARTY SERVICES. ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING
www.telvue.com | 16000 Horizon Way, Suite 100, Mt. Laurel, NJ 08054 | Phone. 1-(800)-885-8886 | Email: sales@telvue.com
