Extended Payment Terms
3. User shall not assign or delegate its obligations under these EPT, without prior written consent of Tenna or its assignee, and any such assignment or delegation shall be invalid and of no effect. Tenna or its assignee may assign some or all of its rights under these EPT including, but not limited to, the Payments and the right to collect Payments to a third-party assignee (each, an “Assignee”) without notice or consent of User. User agrees to make all Payments to Assignee, as instructed by Tenna or Assignee. User and Tenna agree that Assignee shall not, because of such assignment, assume any of Tenna’s obligations to User under any agreements for Products between User and Tenna, which Tenna shall retain and perform. ASSIGNEE MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ARE NOT RESPONSIBLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. USER AGREES THAT IT SHALL NOT ASSERT AGAINST ASSIGNEE ANY CLAIM, DEFENSE OR SETOFF THAT USER MAY HAVE AGAINST TENNA. USER AGREES THAT NO ASSIGNEE SHALL HAVE ANY OBLIGATION OR RESPONSIBILITY FOR THE PRODUCT UNDER ANY AGREEMENT BETWEEN USER AND TENNA AND THAT USER’S RIGHTS FOR SUCH MATTERS ARE EXCLUSIVELY WITH TENNA. User agrees to indemnify, defend and hold Assignee harmless from and against any losses, damages, penalties, claims and suits, including attorneys’ fees and expenses related to the ordering, manufacture, installation, ownership, condition, use, lease, possession, delivery or return of Product. Assignee may request current financial or other User information from User and User agrees to provide such information within 10 days. Assignee is not responsible for, and User agrees to hold Assignee harmless and reimburse Assignee for and to defend on Assignee’s behalf against, any claim for any loss, expense, liability or injury caused by or in any way related to delivery, installation, possession, ownership, use, condition, inspection, removal, return, or storage of the Product. User agrees to maintain the Product in working condition at User’s expense. User bears all risk of loss or damage to the Product or for any destruction of or damage to the Product and shall notify Tenna or Assignee in writing within 10 days of any loss or damage. If the Product is destroyed, User agrees to pay Tenna or Assignee the unpaid balance for Product under these EPT. User shall maintain adequate (as determined by Tenna or Assignee) liability and property insurance covering the Product, and name Tenna or Assignee as additional insured or loss payee, as applicable
4. (A) Any of the following shall constitute an “Event of Default” under these EPT: (i) User fails to pay any Payment or other amount payable under these EPT when due; (ii) User fails to comply with any other obligation under these EPT; (iii) User merges or consolidates with, or sells all or a substantial portion of its assets to, a third-party or the ownership or membership interests change; (iv) User suffers a material adverse change in its financial condition; (v) User permits any lien, security interest, pledge or other encumbrance or attachment of any kind whatsoever under these EPT, Payments or the Product; (vi) User sublets, sublicenses or assigns any of its rights or obligations under these EPT or the Product without the prior written consent of Tenna or Assignee; or (vii) User is listed in any sanctions-related list maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury, its successor, or the U.S. Department of State. (B) Upon and during the continuance of an Event of Default: (i) Tenna or Assignee may terminate User’s rights to use the Product and cancel or terminate providing maintenance and/or support for the Product; (ii) upon demand User will pay to Tenna or Assignee an amount equal to the sum of (a) all Payments then due, if any, and (b) the present value of all remaining Payments to become due in the future discounted at a rate of 3% per annum; (iii) Tenna or Assignee may take possession of the Product and sell, lease, or otherwise dispose of the Product by public or private sale, with the disposition proceeds being applied against amounts owed by User, and User remaining liable for any deficiency balance remaining; and (iv) Tenna or Assignee, as applicable, shall have all other rights and remedies available at law or in equity. User shall be responsible for all attorneys’ fees and costs, including, without limitation, costs of repossession, as a result of Assignee enforcing its rights following a default. If the Product is returned (i) it must be to a location Tenna or Assignee designate and User is responsible for all associated costs, and (ii) User must securely remove all data from any and all disk drives or magnetic media prior to returning the Product (and User is solely responsible for selecting an appropriate removal standard that meets its business needs and complies with applicable laws).
6. By providing any telephone number, now or in the future, for a cell phone or other wireless device, User expressly consents to receiving communications, regardless of their purpose, at that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an automatic dialing system from Tenna or its assignee. These calls and messages may incur access fees from User’s provider. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each User who opens an account. When User enters into a transaction with Tenna, Tenna or Assignee may ask for User’s business name, address and other information that will allow Tenna or Assignee to identify User. Tenna or Assignee may also ask to see other documents that substantiate User’s business identity.