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<br /> <br />Q-181850 <br />2 <br /> <br /> <br />Financial Summary <br />ITEM TOTAL <br />Quote Sub-Total: $18,000.00 <br />Recurring Ext. Total: $18,000.00 <br /> <br />Billing and Payment Terms <br />ITEM TERM <br />Subscription <br />Term: <br />6 (4/15/26-10/14/26) <br />Billing Terms: Recurring - Monthly <br />Payment Terms: Net 30 Days <br />Payment <br />Schedule: <br />100% on Completion <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />Terms and Conditions <br />This Quote is presented to you by NWN Corporation, Carousel Industries of North America, LLC, Leverage Information Systems, Inc., and InterVision Systems LLC* <br />(collectively, “NWN’). The NWN affiliate that your Master Agreement is with is the only party to this Quote and in no event shall all other NWN affiliates be held jointly <br />and/or severally liable for the obligations and liabilities set forth in this Quote. <br /> <br />This Quote shall expire on the Expiration Date set forth above. In no event will the Quote be valid for longer than thirty (30) days from the Generated Date, also set <br />forth above. Notwithstanding the foregoing, in the event Provider’s manufacturer adjusts pricing after the Effective Date of the Quote, Provider reserves the right to <br />adjust pricing until the date of shipment. Applicable taxes, freight charges, and if applicable, telecommunications surcharges and fees (including but not limited to <br />Federal Universal Service Fees), will be applied to the final invoice and Customer shall be billed in accordance with the terms outlined above. Any and all tariffs, duties, <br />or additional government-imposed costs that become applicable after the Generated Date of the Quote shall be the responsibility of the Customer and will be added <br />to the final invoice. For purposes of calculating Taxes, Customer’s location will be set to Customer’s service address or billing address (if the service address is <br />unknown) unless Customer specifically notifies NWN in writing that it intends to use the services at another/additional valid physical location(s). NWN reserves the <br />right to reject any request to treat an alternative physical location as Customer’s service address if NWN discovers that the address is invalid or otherwise inaccurate. <br />If NWN must pay for any additional Taxes, Imposition and associated interest and/or penalties arising from Customer’s provision of erroneous location data, Customer <br />shall promptly reimburse NWN for the same within fourteen (14) days of demand by NWN. Further, Customer shall be responsible for notifying NWN in the event of <br />any change to service address(s). The payment frequency set forth above details the timing and amount of the charges due under this Quote. One-Time Product <br />charges, including hardware and software, will be invoiced in full at time of shipment. Where applicable, unless Customer notifies NWN in writing at least ninety (90) <br />days prior to the subscription renewal date, Customer’s subscription term will automatically renew on annual terms. Notwithstanding anything to the contrary, in the <br />event Customer is purchasing software licenses or other usage-based consumption products or services under this Quote, and Customer’s actual software license <br />count or usage exceeds those initially purchased pursuant to this Quote, Customer will be invoiced during the next billing cycle based on the highest licenses count or <br />usage consumed and not the amounts initially set forth in this Quote. Whenever possible, overages will be billed in the month following when the overage occurred. <br />This Quote and any applicable Products or Services purchased hereunder are subject to either (i) the applicable mutually executed Master Products and Services <br />Agreement or Master Services Agreement that authorizes the purchase(s) herein between NWN and Customer; or (ii) where NWN and Customer have not executed <br />such an agreement, the terms and conditions set forth at the Master Agreement located at https://nwncarousel.com/master-agreement/ shall apply (the online terms <br />and conditions and the applicable agreement shall each be deemed the “Agreement”). This Quote is additionally subject to the applicable (i) the third-party terms set <br />forth at https://nwn.ai/third-party-eula-tos-warranty/, and (ii) the compliance policies and terms set forth at https://nwn.ai/compliance/ and such terms are <br />incorporated herein by reference. For the avoidance of doubt, in the event of any conflicts between the terms of this Quote, a Accepted Purchase Order (as defined <br />herein) or the Agreement, the terms of the Agreement shall prevail. To the extent the name of the Agreement does not correspond with those referenced above but <br />authorizes Customer to purchase Products or Services from NWN, those agreements shall additionally be deemed Agreements for the purposes of this Quote. Any <br />terms not defined in this Quote shall be set forth in the Agreement. Unless otherwise prohibited, in the event a product return by Customer triggers NWN’s vendors to <br />impose restocking fee(s) to process such return, NWN may, in its sole discretion, impose equivalent restocking fee(s) on customer. <br /> <br />Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B