These Standard Terms and Conditions (“Standard Terms” or “Terms”) are binding on the buyer identified below (“Customer”) and Mission Critical Systems, LLC (“MCS”). Customer and MCS are each a “Party” and together the “Parties.”

1. Definitions.

a. “Affiliate(s)” means, with respect to a Party, any entity that controls, is controlled by, or under common control with such Party. As used in this definition, the terms “control” or “controlled” mean the ownership or control, directly or indirectly, of more than 50% of the voting interests or equity in such entity.

b. “CriticalSuite Services” means professional services provided directly to Customer by MCS personnel, including (i) packaged services that do not require an SOW and (ii) professional services that do require an SOW. A list of available CriticalSuite Services may be found here https://www.missioncriticalsystems.com/criticalsuite-services-professional-services-by-mission-critical-systems/ and may be updated by MCS from time to time. CriticalSuite Services expressly exclude Third-Party Pro Services.

c. “End User Agreement” means the license, subscription terms, terms of service, or other contractual terms issued by a Third-Party Supplier governing Customer’s access to or use of the applicable Product or Third-Party Pro Services.

d. “Negotiated Agreement” means a separate written agreement executed by Customer and MCS that is solely intended to govern their transactions and includes agreements signed on either Party’s paper, if executed by authorized representatives of both Parties.

e. “Products” means all goods, including software, hardware, licenses, cloud services, maintenance and support services, and any related updates or enhancements, that are manufactured, developed, published, licensed, or sold by a Third-Party Supplier and resold or made available to Customer by MCS. Customer’s rights and obligations regarding Products are governed exclusively by the applicable End User Agreement or other terms provided by the relevant Third-Party Supplier.

f. “Professional Services” means (i) CriticalSuite Services performed by MCS personnel and (ii) Third-Party Pro Services performed by a Third-Party Supplier under an SOW.

g. “Purchasing Document” means a (i) Customer-issued purchase order referencing a valid Sales Quote and accepted by MCS either by written acceptance or fulfillment in accordance with these Terms; or (ii) if expressly agreed upon in writing by the Parties, a signed copy of the Sales Quote executed by a duly authorized Customer representative.

h. “Sales Quote” means a proposal issued by MCS containing: (i) the description of and pricing related to the Products to be resold and/or Professional Services to be provided; and/or (ii) additional terms concerning the engagement or purchase. A Sales Quote is valid for 30 days unless otherwise stated.

i. “Statement of Work” or “SOW” means a document describing the Professional Services to be performed, including deliverables, timelines, pricing, and other terms. SOWs are either between Customer and MCS (“MCS SOW”) or directly between Customer and the applicable Third-Party Supplier (“TPS SOW”).

j. “Third-Party Pro Services” means professional services provided to Customer by a Third-Party Supplier under an SOW. Such services will be delivered under a TPS SOW, unless placed under a MCS SOW at MCS’ discretion. Where, at MCS’ discretion, such services are placed under a MCS SOW, the Third-Party Supplier will be deemed a subcontractor solely for that engagement.

k. “Third-Party Supplier” means any third-party manufacturer, developer, publisher, licensor, or provider of Products or Third-Party Pro Services that are resold, distributed, or otherwise made available by MCS to Customer. The term may also include an Affiliate of MCS when acting as a provider of such Products or Professional Services. Third-Party Suppliers are not agents, joint venturers, or partners of MCS, and MCS does not control or assume responsibility for the actions, products, or services of such Third-Party Suppliers unless expressly assumed by MCS in a signed SOW or written agreement.

2. Term and Termination.

a. Term. These Terms will become effective upon signature of the Parties and remain in force unless terminated as provided herein.

b. Termination for Convenience. MCS may terminate these Terms or any SOW upon thirty (30) days’ prior written notice to Customer. MCS may cancel any CriticalSuite Services (including training courses) ordered but not used within twelve (12) months of the later of the date of the applicable Purchasing Document or most recent partial invoice, with no refund or credit due.

c. Termination for Cause. Unless otherwise stated in an MCS SOW, either Party may terminate these Terms or any MCS SOW by written notice if the other Party: (i) materially breaches these Terms or the applicable SOW and fails to cure the material breach within thirty (30) days of notice; or (ii) becomes insolvent, files, or has filed against it a petition in bankruptcy, or ceases business operations. Termination, suspension, or other remedies for a TPS SOW are governed solely by the TPS SOW and any applicable End User Agreement.

d. Effects of Termination. Upon termination, Customer must pay all unpaid fees and expenses for Offerings delivered through the effective date of termination, together with any reasonable costs directly attributable to such termination (including any non-cancellable Third-Party Supplier charges, committed resources, and travel). Prepaid fees are non-refundable unless expressly agreed upon in writing by MCS or the applicable Third-Party Supplier. Termination of a MCS SOW ends MCS’ obligations under that MCS SOW; all other SOWs and these Terms will remain in effect. If these Terms terminate, MCS will stop placing new orders and issuing invoices related to TPS SOWs and, at Customer’s request, will reasonably assist with submitting or coordinating a termination or transition with the Third-Party Supplier (Third-Party Supplier approval controls). Termination of these Terms, any Purchasing Document, or any MCS SOW does not terminate, cancel, or modify any End User Agreement or other agreement between Customer and a Third-Party Supplier, nor does it relieve Customer of any subscription, renewal, minimum term, payment or other obligations thereunder. Cancellation of any Product or subscription is governed solely by the applicable Third-Party Supplier’s terms and procedures, and Customer remains responsible for compliance with such requirements.

3. Purchase of Offerings.

a. Customer Order Authorization. Customer may purchase Products, Third-Party Pro Services, and CriticalSuite Services (collectively, “Offerings”) pursuant to a Sales Quote by issuing a Purchasing Document, making payment, or otherwise accepting a Sales Quote. The Purchasing Document should reference the applicable Sales Quote number and confirm the Offerings to be purchased, Customer contact, approved payment terms, part numbers, quantities, unit prices, and total price. Customer’s issuance of a Purchasing Document, payment, or other acceptance of a Sales Quote constitutes Customer’s acceptance of the Sales Quote. Orders are firm and non-cancellable by Customer except with MCS’ prior written consent or as expressly permitted herein. A signed SOW is not a Purchasing Document. No work under any SOW or change order will begin without a corresponding Purchasing Document. Issuance or acceptance of a Purchasing Document does not amend these Terms unless expressly agreed upon in writing.

b. End User Agreement. All access to and use of the Products is subject to the applicable End User Agreement. Customer is solely responsible for its and its end users’ compliance with the applicable End User Agreement. MCS is not a party to or liable under such agreements.

c. CriticalSuite Services. All CriticalSuite Services requiring an SOW will be governed by these Terms, and the applicable SOW will be incorporated herein upon execution of a Purchasing Document referencing that SOW.

d. Third-Party Pro Services. Third-Party Pro Services will be delivered to Customer by the applicable Third-Party Supplier pursuant to an SOW. Unless MCS elects to place such services under a MCS SOW, they are provided under a Third-Party Supplier SOW (TPS SOW) directly between Customer and the Third-Party Supplier; MCS is not a party to a TPS SOW and has no obligations or liability under it. Where Third-Party Pro Services are placed under a MCS SOW, the Third-Party Supplier is deemed a subcontractor solely for that engagement, and MCS’ role is limited to coordination and pass-through of the Third-Party Supplier’s terms, including warranties and remedies, as stated or incorporated in the MCS SOW. Customer’s rights and obligations for such services, and any use of Products, remain subject to the applicable End User Agreement. MCS makes no representations or warranties regarding Third-Party Pro Services except as expressly stated in the applicable MCS SOW.

4. Pricing, Fees, and Taxes.

Prices for Offerings will be as stated on the Sales Quote and corresponding Purchasing Document. Sales Quotes are valid for thirty (30) days from the date indicated on the Sales Quote, unless otherwise specified, and pricing is not guaranteed after expiration. All Product prices are F.O.B. point of shipment within the United States. Customer is responsible for all shipping and handling fees unless otherwise stated. Additional charges may apply for special services outside the scope of the Purchasing Document. All service prices are for locations in the United States, unless otherwise stated. All prices are exclusive of any tax, fee, duty or governmental charge, however designated, levied or based on the Offerings. Customer is responsible for all taxes (other than income or franchise taxes of MCS). Customer will provide a valid tax exemption certificate where applicable.

5. Invoicing and Payment Terms.

a. Invoicing. Unless otherwise specified, MCS will invoice upon the shipment or provision of Products, as applicable. Professional Services will be invoiced as provided in the applicable Sales Quote or SOW or, if no invoicing schedule is specified, upon completion of the deliverables. Invoices are administrative documents and do not amend payment terms in these Terms or the applicable Sales Quote/SOW.

b. Payment Terms. Customer may request credit (terms). By signing these Terms, Customer authorizes MCS to obtain credit reports and make credit inquiries. Credit may be approved, denied, or revoked at MCS’ sole discretion. If credit is approved, payment will be due within thirty (30) days of the invoice date, unless otherwise stated. If credit is denied or not requested, payment will be due in advance (Prepay), and no Purchasing Document will be processed until payment is received. Customer is responsible for payment-related fees (e.g., wire transfer charges) and may not withhold or offset payments.

c. Installment Orders Non-Cancellable. Any Purchasing Document issued pursuant to a Sales Quote that provides for installment payments (including multi-year terms paid annually) constitutes a binding, noncancellable obligation of Customer to pay all installments in full and on time in accordance with the payment schedule set forth in the Sales Quote. All such payments must be made as scheduled.

d. True-Up, Overage, and Reconciliation. Customer acknowledges that certain Products and Third-Party Pro Services may be subject to usage-based, consumption-based, or other reconciliation or “true-up” charges imposed by the applicable Third-Party Supplier. Any such charges assessed by a Third-Party Supplier based on Customer’s usage, deployment, configuration, or over-utilization shall be the sole responsibility of Customer. MCS will invoice Customer for any such charges as received from the Third-Party Supplier, and Customer agrees to pay such amounts in accordance with the payment terms indicated on the invoice. MCS makes no representation regarding the accuracy of Customer’s usage data and has no obligation to monitor or manage Customer’s deployment or consumption of Products.

e. Finance Charge. Past due amounts exceeding thirty (30) days will accrue interest at 1.5% per month (18% per annum) or the maximum rate allowed by law (whichever is less). Delinquent accounts may be placed on credit hold.

f. Default in Payment. If Customer fails to pay an invoice in full as required, MCS may pursue any remedy available now or in the future under law or in equity. Nonpayment may result in cancellation/suspension of Professional Services and/or revocation of access to Products. Customer will reimburse MCS for all costs of collection, including reasonable attorneys’ fees, court costs, and fees incurred on appeal and enforcement. MCS will have no obligation to perform or continue any CriticalSuite Services if any payment is more than thirty (30) days past due.

6. Renewals.

MCS is not obligated to renew any Products, including maintenance service contracts, unless agreed in writing. Renewal pricing and terms may be affected by multiple factors, including current service costs at the time of renewal, availability, and Third-Party Supplier requirements, and are not guaranteed until included in a valid Sales Quote. Renewals may be purchased pursuant to a valid Sales Quote. Customer is solely responsible for compliance with any End User Agreement terms (or any other applicable terms between the Customer and Third-Party Supplier), including renewal or cancellation requirements, and MCS will have no liability for automatic renewals or related charges.

7. Delivery of Products.

MCS will arrange shipment of tangible Products to the Customer’s designated delivery location using a carrier of MCS’ choice. Customer is responsible for clearing any customs and assumes all risk of loss or damage upon delivery to the carrier. Customer will inspect the Products upon delivery and notify MCS of any defects, damage, or related claims within five (5) days of delivery. Failure to do so releases MCS and the carrier from liability for damages related to such claims. If timely notice is given, MCS will assist Customer in seeking replacement, provided that any remedy or replacement will be subject to the applicable Third-Party Supplier’s policies, and MCS will have no independent liability for such defects or damage. For software licenses or other intangible Products, delivery occurs electronically and is deemed accepted upon availability, unless otherwise stated in the applicable Sales Quote or End User Agreement.

8. Returns.

MCS does not process or accept returns or cancellations directly. All requests for returns or cancellations for conforming or damage-free Products (including multi-year subscriptions or installment orders) must be made directly to the Third-Party Supplier regardless of whether payment has been remitted to MCS. MCS is not authorized to grant, approve, or commit to any refund, return, or cancellation absent express written confirmation from the Third-Party Supplier. If approved, any applicable refund or credit will be passed through to Customer only after MCS’ receipt of the corresponding funds or credit from the Third-Party Supplier. MCS makes no independent representation or warranty and assumes no liability regarding the availability, timing, amount, or approval of any refund, credit, return, or cancellation. If a return is accepted, the following terms apply:

a. Returns of Tangible Products. Used Products or those with opened, marked, or damaged packaging are not eligible for return. Open-box Products accepted for return may be subject to restocking fees of up to twenty-five percent (25%) of the purchase price, unless waived by MCS at its sole discretion. Products that cannot be repackaged or restocked will be returned to Customer with no refund. These terms are in addition to any other conditions imposed by the applicable Third-Party Supplier.

b. Cancellations of Intangible Products. For intangible Products, including software (e.g., subscriptions, licenses, SaaS) and support services, any cancellation or refund is available only if, and only to the extent, approved in writing by the applicable Third-Party Supplier.

9. Representations and Warranties.

a. Representations, Warranties, and Disclaimers. MCS represents and warrants that it is authorized to resell the Products to Customer in accordance with applicable Third-Party Supplier terms, and that, to its knowledge, they are free of any liens or encumbrances that would impair Customer’s use. Customer acknowledges and agrees that: (i) MCS is solely an authorized reseller of the Products and Third-Party Pro Services and not the manufacturer or original provider; (ii) it has made the selection of the Offerings based on its own judgment and expressly disclaims any reliance upon statements made by MCS not expressly set forth in this Agreement, the applicable Sales Quote, or SOW; (iii) Customer’s use of the Products and Third-Party Pro Services is subject to the applicable End User Agreement; and (iv) the only representations, warranties, indemnities, and other terms relating to the Products are those offered by the applicable Third-Party Supplier, and MCS will have no responsibility or liability in connection therewith.

b. Product Warranty. Any Product warranties are provided by the Third-Party Supplier and will be delivered directly to Customer. Warranty claims must be made directly to the Third-Party Supplier, and MCS will have no responsibility or liability for such claims. Where permitted, MCS passes through any applicable third-party warranties it receives to Customer but does not independently warrant any Products.

c. Professional Services Warranties. MCS will perform the CriticalSuite Services in a professional and workmanlike manner, consistent with industry standards. All other warranties relating to CriticalSuite Services and/or Third-Party Pro Services will be as expressly set forth in the applicable SOW. Customer is solely responsible for the security of its Confidential Information and for maintaining a procedure external to the Products to reconstruct lost or altered Customer files, data or programs. Without limiting the express warranty obligations herein, MCS will have no responsibility or liability for Customer’s files, data, or programs, including any loss, corruption, or alteration thereof. Customer acknowledges it must maintain adequate backup and recovery procedures. Customer agrees to have its representative present when MCS provides CriticalSuite Services.

d. Limitation of Warranty. THE WARRANTIES IN THIS SECTION ARE THE EXCLUSIVE WARRANTIES PROVIDED BY MCS AND ARE IN LIEU OF ALL OTHER WARRANTIES OF ANY TYPE FROM MCS. EXCEPT FOR THE LIMITED WARRANTIES SET OUT ABOVE, THE OFFERINGS ARE PROVIDED “AS IS” AND MCS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, OR NON-INFRINGEMENT. CUSTOMER AGREES THAT ALL PRODUCT WARRANTY CLAIMS, REMEDIES, OR DISPUTES WILL BE MADE SOLELY AGAINST THE APPLICABLE THIRD-PARTY SUPPLIER.

10. Confidentiality.

During the Term, and for three (3) years thereafter, and indefinitely with respect to trade secrets, Customer data, vendor information, or information required by law, each Party (“Receiving Party”) must maintain in strict confidence all non-public business, technical, and trade secret information disclosed by the other Party (“Disclosing Party”) in connection with these Terms (“Confidential Information”). The Receiving Party must use the same degree of care it uses for its own confidential information of like importance, but no less than reasonable care. Confidential Information must be used solely to perform obligations or exercise rights under these Terms and must not be disclosed to any third party without prior written consent of the disclosing Party, except to employees, contractors, or agents who have a need to know and are bound by obligations of confidentiality no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) is independently developed without use of the Confidential Information of the Disclosing Party; (iii) is rightfully received from a third party without restriction; (iv) is required to be disclosed by law or valid legal process (with prompt notice to the Disclosing Party unless legally prohibited); (v) or is otherwise approved by written authorization from the Disclosing Party. The Receiving Party may retain Confidential Information as required by law or under standard backup policies, provided it remains subject to this Section.

11. Intellectual Property.

Neither Party grants the other any ownership rights in its pre-existing intellectual property. Each Party retains exclusive ownership of its Pre-existing Work, defined as all intellectual property, know-how, information, or work product created, conceived, developed, or reduced to practice by a Party prior to or independent of the Professional Services or independent of these Terms. MCS also retains exclusive ownership of Residual Information, defined as intangible information, skills, or knowledge retained in the memory of its personnel who have had access to such information while performing Professional Services, including concepts, know-how, and techniques, provided that Residual Information does not include any of Customer’s Confidential Information or either Party’s Pre-existing Work. Ownership of any Professional Services deliverables will be allocated in the applicable SOW; absent an express ownership grant in the SOW, no ownership transfers, and Customer receives a non-exclusive, worldwide, royalty-free license to use such deliverables for Customer’s internal business purposes. Any deliverables that incorporate or depend on Third-Party Supplier Products remain subject to the applicable End User Agreement or supplier terms. The Parties acknowledge and agree that any reference in these Terms or related documents to “sale,” “purchase,” “resale,” or similar terms in connection with software, cloud services, or other technology products refers solely to the provision of access rights or licenses granted by the applicable Third-Party Supplier and does not convey any ownership or proprietary rights in such products. All access to and use of such products is subject exclusively to the applicable Third-Party Supplier’s End User Agreement. Title to and all intellectual property rights in the Products remain with the Third-Party Supplier or its licensors.

12. Customer Waiver.

Customer expressly waives any and all claims against MCS arising out of or relating to any actual or alleged infringement of patent, copyright, trademark, trade secret, or other intellectual property rights by the Products (and any related Third-Party Pro Services); Customer’s sole remedies, if any, lie with the applicable Third-Party Supplier.

13. Indemnity.

Customer will indemnify, defend, and hold harmless MCS and its affiliates, officers, directors, employees, and agents and against any third-party claims, demands, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of or relating to: (a) Customer’s (or its end users’) breach of this Agreement, any SOW, or any applicable End User Agreement or other Third-Party Supplier terms; (b) violation of law (including export control and sanctions); (c) death, personal injury, or damage to tangible property caused by Customer’s acts or omissions; or (d) misuse or unauthorized modification of Products or Professional Services, including use in violation of licensing or use restrictions. Customer will control the defense, provided that Customer will not settle any claim that imposes obligations on, admits fault by, or requires non-monetary relief from MCS without MCS’ prior written consent (not unreasonably withheld). MCS may participate in the defense with counsel of its choosing at its own expense. This Section does not apply to the extent a claim is finally determined to have resulted from MCS’ gross negligence or willful misconduct.

14. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, MCS AND ITS AFFILIATES, THIRD-PARY SUPPLIERS, AND SUBCONTRACTORS SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; THE COST OF SUBSTITUTE PROCUREMENT; LOST OR INACCURATE DATA; OR LOSS OF USE, PROFITS, BUSINESS, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, MCS HAS NO LIABILITY FOR ANY FAILURE, DEFECT, BREACH, OR PERFORMANCE ISSUES RELATING TO PRODUCTS OR THIRD-PARTY PRO SERVICES, EXCEPT TO THE EXTENT EXPRESSLY ASSUMED IN THIS AGREEMENT OR AN APPLICABLE SOW. IN NO EVENT WILL MCS’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED: (i) FOR CRITICALSUITE SERVICES, THE TOTAL AMOUNT PAID BY CUSTOMER TO MCS UNDER THE APPLICABLE PURCHASING DOCUMENT OR SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; AND (ii) FOR PRODUCTS, THE TOTAL AMOUNT PAID BY CUSTOMER TO MCS UNDER THE SPECIFIC PURCHASING DOCUMENT AT ISSUE. THESE LIMITATIONS APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS DO NOT APPLY TO CUSTOMER’S INDEMNITY OBLIGATIONS.

15. Non-Solicitation.

Without the prior written consent of the other Party, neither Party will directly or indirectly, for itself, or on behalf of any other person, firm, corporation or other entity, solicit, participate in, or promote the solicitation of the other Party’s employees, or hire or retain as an employee or as an independent contractor any employee of the other Party during the term of this Agreement and for one (1) year immediately following its termination. If a violation occurs, the breaching Party will pay liquidated damages equal to one hundred percent (100%) of the employee’s most recent annualized compensation (including bonuses), payable within thirty (30) days. This restriction does not apply to the hiring by either Party of any individual who responds to general, non-targeted recruitment advertisements or who has not been employed by the other Party within the preceding six (6) months.

16. Assignment.

Customer may assign these Terms on written notice to MCS, except that assignment to a direct competitor of MCS requires MCS’ prior written consent. Any assignment must include the assignee’s written agreement to be bound by these Terms in the version identified in the applicable Sales Quote (or, if signed, the executed version); updates to any hosted Terms apply only prospectively. Assignment or transfer of any Sales Quote, Purchasing Document, SOW, order, Product subscription or license, or maintenance/support entitlement is not permitted without MCS’ written consent and any required Third-Party Supplier approval and remains subject to applicable End User Agreements. Customer remains responsible for obligations accrued before the effective date unless the Parties agree to a novation. MCS may assign these Terms on written notice (including to an Affiliate or in connection with a change of control), may assign or factor its rights to payment, and may subcontract performance. Any non-permitted assignment or delegation is void. These Terms bind and benefit the Parties and their permitted successors and assigns.

17. General.

a. Notices. Any notices required to be given must be in writing and sent by hand, overnight courier, certified mail (return receipt requested), or email (deemed delivered upon confirmation of receipt). Unless otherwise agreed, all notices sent to Customer will be sent to the address found on the face of Customer’s Purchasing Document. All such notices sent to MCS will be addressed to 6499 Powerline Road, Ste 101, Ft Lauderdale, FL 33309, Attn: Legal Department, or via email to Contracts@Locked.com.

b. Entire Agreement; Amendments. These Terms, together with any SOWs and the applicable Sales Quote and Purchasing Document (in each case solely to specify the Offerings, quantities, pricing, delivery, and logistics) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements or understandings between the Parties. These Terms may not be amended or modified except by a written instrument specifically intended for this sole purpose and signed by authorized representatives of both Parties. In the event Customer has executed a signed version of these Terms and Conditions, such executed version will control over any subsequently posted or hosted version, unless the Parties expressly agree in writing to adopt such updated version.

c. Rejection of Customer Terms; Acceptance Triggers. If no Negotiated Agreement exists, Customer’s issuance of a Purchasing Document, payment, or other acceptance in response to a Sales Quote or invoice constitutes acceptance of the Standard Terms referenced therein. All additional or conflicting terms in any Customer document are rejected and of no effect. MCS’ acknowledgment, signature, or performance under a Customer purchase order shall not constitute acceptance of any such terms, nor waive this rejection. MCS’ failure to object does not constitute acceptance or waiver.

d. Order of Precedence. Acceptance of any Customer Purchasing Document by MCS is solely for administrative convenience and will not modify, add to, or override these Terms unless expressly agreed upon in a separate written instrument signed by authorized representatives of both Parties. In the event of any conflict or inconsistency: (i) a Negotiated Agreement will control, but only for the subject matter it addresses; (ii) if no such agreement exists, the then-current Standard Terms posted at www.missioncriticalsystems.com control; (iii) the Sales Quote; (iv) any signed SOW (controlling only to the extent it expressly modifies these Terms); and (v) any Customer Purchasing Document or other Customer-issued document (subordinate and of no effect to the extent inconsistent). For clarity, acceptance of a Customer Purchasing Document never constitutes acceptance of any Customer terms. If a Negotiated Agreement covers only Professional Services (e.g., a Customer MSA), these Standard Terms continue to govern all purchases of Products, unless expressly amended in writing by both Parties. End User Agreements govern Customer’s use of the applicable Products/Services and do not modify commercial terms between Customer and MCS.

e. Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between them. Neither Party may bind the other without prior written consent.

f. Force Majeure. Neither Party is liable or in default for any delay or failure (other than payment) caused by events beyond its reasonable control (each, a “Force Majeure Event”), including strikes, war, fire, flood, earthquake, terrorism, epidemics/pandemics, government orders, or third-party network/provider failures. The affected Party must promptly notify the other and use commercially reasonable efforts to mitigate and resume performance; performance is excused only while the Force Majeure Event prevents performance. Delays caused by subcontractors beyond MCS’ reasonable control qualify. Customer’s payment obligations are not excused.

g. Compliance with Laws; Export Control. Each Party will perform its obligations hereunder in compliance with all applicable laws and regulations including without limitation import, export, and re-export controls, sanctions, and anti-corruption laws. Customer represents and warrants that it is not on any U.S. or foreign restricted party list and will not export, re-export, transfer, or use the Products or Services in violation of applicable export control or sanctions laws, including prohibited end uses (e.g., nuclear, missile, or chemical/biological weapons). Customer is solely responsible for compliance, and MCS has no liability for Customer’s failure to comply.

h. Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement, the Parties agree to attempt in good faith to resolve the dispute first through negotiations between senior executives of the Parties who have authority to settle the same. If the matter is not resolved by negotiation within thirty (30) days of receipt of a written request to negotiate, the Parties will attempt to resolve the dispute in good faith by mediation with a neutral third-Party mediator acceptable to both Parties in the venue of Broward County, Florida. The Parties will equally share mediation expenses. Mediation will be non-binding and will not preclude either Party from pursuing legal remedies for monetary claims after completion or termination of mediation. Nothing in this clause will be construed as prohibiting a Party or its affiliate from applying to a court for interim injunctive relief.

i. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles. Venue will be exclusively in the state courts of Broward County, Florida.

j. Construction; Interpretation. Section headings are for convenience only and will not affect interpretation. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” These Terms will not be strictly construed against either Party.

k. Survival. Sections 2(d), 5, 9, 10-15, and 17 will survive termination or expiration of these Terms together with any other obligations which by their nature should survive.

l. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties will negotiate in good faith a valid substitute provision consistent with the original intent.

m. Waiver and Remedies. The failure of either Party to enforce any provision of this Agreement will not constitute a waiver of that or any other provision. All rights and remedies under this Agreement are cumulative and non-exclusive, except where expressly stated otherwise.

n. Third Parties. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement is intended to confer any rights or remedies on any other person or entity. Notwithstanding the foregoing, the disclaimers of warranties, exclusions of damages, and limitations of liability in Sections 9(d) and 14 are for the benefit of MCS, its Affiliates, and their Third-Party Suppliers and subcontractors, each of whom is an intended third-party beneficiary solely for purposes of enforcing those provisions.

o. No Modification of Supplier Terms. Nothing in this Agreement amends, limits, enlarges, or otherwise affects any rights or obligations between Customer and any Third-Party Supplier under an applicable End User Agreement or other direct contract; as between Customer and such Third-Party Supplier, those terms govern exclusively.

THE PARTIES HAVE READ AND UNDERSTAND THIS AGREEMENT AND BY SIGNING BELOW AGREE TO BE BOUND BY IT. EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY.