Extended Payment Terms

1. These Extended Payment Terms (“EPT”) supplement the Tenna Standard Terms of Use found at https://www.tenna.com/terms/ and are incorporated therein by this reference. All capitalized terms used herein without definition shall have the meanings provided therefor in the Tenna Standard Terms of Use.

2. User will pay all payment amounts listed in any order or invoice provided by Tenna in connection with the provision of the Products (the “Payments. For any Payment not received when due, User agrees to pay a late charge of 1.5% of the Payment amount due over 30 days, 3% of the Payment amount due over 60 days, and 5% of the Payment amount due over 90 days. Tenna reserves the right to suspend and/or cancel services after 90 days of overdue payments and send to collections. User agrees to pay all applicable taxes on its acquisition of the Products. USER AGREES AND ACKNOWLEDGES THAT ITS OBLIGATION TO MAKE EACH OF THE PAYMENTS IS NONCANCELABLE, ABSOLUTE AND UNCONDITIONAL AND SHALL BE MADE WITHOUT ANY ABATEMENT, SETOFF, CLAIM, COUNTERCLAIM, ADJUSTMENT, REDUCTION OR DEFENSE OF ANY KIND. For the avoidance of doubt, User is not entitled to a cash discount privilege under these EPT or any other agreement between User and Tenna. Further, User cannot utilize credit memos as a form of payment for amounts payable under these EPT. These EPT and any payment terms for the Product contained in the Tenna Standard Terms of Use or any other contract between User and Tenna ,and any amendment hereto from time to time, represent the entire agreement of the parties with respect to the payment terms for the Product and supersede any quotation, statement of work, purchase order, invoice, request for proposal, response or other related document. User represents and warrants that it is and shall be validly existing and in good standing under the laws of the state of its organization and that it has the power and capacity to enter into these EPT. User grants Tenna and its Assignee a security interest in the Products and authorization to record UCC financing statement(s) to secure all obligations to Tenna or its Assignee.

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).

5. These EPT will be governed and construed in accordance with the laws of the State of Florida. User consents to jurisdiction and venue in Florida. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY in any action arising from or related to these EPT. No course of dealing between User and Tenna or Assignee or any delay or omission on the part of Tenna or Assignee in exercising any rights hereunder shall operate as a waiver of any rights of Tenna or Assignee. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. No waiver or consent shall be binding upon Tenna or Assignee unless it is in writing and signed by Tenna or Assignee. The terms of these EPT may be modified and supplemented by Tenna or any Assignee at any time, upon notice to User. If any provision of these EPT is declared unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in that jurisdiction and all others. Nothing in these EPT shall be deemed to narrow, circumscribe, limit or otherwise abrogate any of Tenna’s rights or abilities contained in any provision of the Tenna Standard Terms of Use, and in the event of a conflict between these EPT and the Tenna Standard Terms of Use, the provision or provisions that gives Tenna the most expansive rights or legal protections shall prevail. TIME IS OF THE ESSENCE WITH RESPECT TO THE OBLIGATIONS OF USER UNDER THESE EPT.

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.