Orange County NC Website
<br />www.nwn.ai Q-181850 Page: 10 <br />8. Execution <br />8.1. Terms <br />Customer shall be billed in accordance with the terms outlined above in the Billing Terms table set forth in the Financials <br />Section. The payment frequency set forth in the table above details the timing and amount of the charges due under this <br />SOW. Applicable taxes and freight charges along with all tariffs, duties, or additional government-imposed costs that <br />become applicable after the initial date of the SOW shall be the responsibility of the Customer and will be added to the <br />final invoice. Where applicable, unless Customer notifies NWN, as applicable, in writing at least ninety (90) days prior to <br />the subscription renewal date, Customer’s subscription term will automatically renew on annual terms. <br /> <br />This SOW and any applicable Products or Services purchased hereunder are subject to either (i) the applicable mutually <br />executed Master Products and Services Agreement that authorizes the purchase(s) herein between NWN and Customer; <br />or (ii) where NWN and Customer have not executed such an agreement, the terms and conditions set forth at the Master <br />Agreement located at https://nwn.ai/master-agreement/shall apply (the online terms and conditions and the applicable <br />agreement shall each be deemed the “Agreement”). This SOW is additionally subject to the applicable: (i) the third-party <br />terms set forth at https://nwn.ai/third-party-eula-tos-warranty/, and (ii) the compliance policies and terms set forth <br />at https://nwn.ai/compliance/ and such terms are incorporated herein by reference. For the avoidance of doubt, in the <br />event of any conflict between the terms of this SOW, an Accepted Purchase Order (as defined herein) and the Agreement, <br />the terms of the Agreement shall prevail. To the extent the name of the Agreement does not correspond with those <br />referenced above but authorize Customer to purchase Products or Services from NWN, those agreements shall <br />additionally be deemed Agreements for the purposes of this SOW. Any terms not defined in this SOW shall be set forth in <br />the Agreement. The pricing contained in this SOW is valid for thirty (30) days from date of issue. Notwithstanding the <br />foregoing, in the event Provider’s manufacturer adjusts pricing after the Effective Date of the SOW, Provider reserves the <br />right to adjust pricing until the date of shipment. Applicable shipping charges, taxes, and if applicable, <br />telecommunications surcharges and fees (including Federal Universal Service Fees), will be billed by NWN and itemized on <br />a separate line item(s) on NWN s invoice. <br /> <br />In the event Customer does not execute this SOW and only places a Purchase Order, such Purchase Order is deemed <br />acceptance of the terms of this SOW and any additional or different terms in such Purchase Order will not bind NWN. <br />NWN may reject a Purchase Order in its sole discretion within two (2) business days from its receipt and after which time <br />such Purchase Order is deemed accepted (an “Accepted Purchase Order”). In the event Customer chooses to place a <br />Purchase Order rather than signing this SOW, the date of the Accepted Purchase Order shall be considered the SOW <br />Effective Date and placement of Purchase Order shall be deemed acceptance of the SOW and all the terms contained <br />herein. <br /> <br /> <br /> <br /> <br /> <br /> <br />1 *In the event your Master Agreement is with InterVision Systems, LLC, for the purposes of this SOW, all references to <br />"Service Order" in your Master Agreement shall have the same meaning as "SOW". <br />Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B