Agtm22 Packet Fusion, Inc. ( MITEL)

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REV: 01-20-2022 RL Appendix E Terms and Conditions I. Term: The term of this SA commences as of the Effective Date set forth on the first page hereof and continues for the Term as stated on the first page hereof. This SA shall not be effective and shall not bind either party until executed (signed) by duly authorized representatives of both parties. II. Charges and Taxes: a. Payment for Support Services shall be due 5 days prior to the Effective Date of this SA. b. Work performed on a time and materials basis (“T&M Work”) hereunder shall be invoice upon completion. c. Any undisputed sum not paid when due shall bear interest at one and a half percent (1.5%) per month, from the date due to the date of actual payment. d. All quoted prices exclude all applicable state and local taxes. All taxes that are the responsibility of Customer shall be paid by Customer. Company will invoice Customer for sales taxes and Customer agrees either to pay Company amounts covering such taxes (as determined by tax authorities) or to provide evidence necessary to sustain an exemption therefrom. e. Changes in station quantities, port counts, equipment specifications, attachments or features may result in an adjustment of the SA agreement’s original amount. Such adjustments will occur at the time of renewal and will require notification sent from Company to Customer, at which time Customer may elect, at its sole discretion, to cancel this SA per the Customer Cancellation provision within this SA. III. Conditions a.Company’s Responsibility: Company’s responsibility with respect to the Support Services shall be limited to either (i) Customer’s side of interconnect devices connecting the Equipment to the telephone system operated by the local telephone utility, or (ii) if no such interconnect devices exist, Customer’s side of the point of connection between the Equipment and said local telephone system. b.Unauthorized Work: Other than qualified employees of Customer, any Support Services performed on the Equipment by others during the term of this SA without Company’s written consent, shall entitle Company to increase the charges for the Support Services hereunder to adjust for any increased costs resulting therefrom. In addition, if as a result, further repairs are required by Company to restore the Equipment to good and maintainable operating conditions, such repairs will be billed at Company’s T&M Rates. If Company increases the charges as provided for herein, then Customer, at its sole election, may terminate this SA in its entirety without penalty, fee or costs. c.Software Upgrades: Upgrade labor and upgrade support labor are not included in our support agreement and will be charged on a Time and Materials basis. Software from Mitel will still be provided as part of the agreement. d.3rd Party Applications: Any 3rd party applications (Palitto) are explicitly not part of this agreement e.Time & Materials Work: At Customer’s request, and pursuant to a written work order, Company shall perform services and provide materials, subject to their availability, with respect to the Equipment, which service and materials otherwise exceed the scope of work performed under this SA. Customer agrees to pay additional charges for such services and materials, on a time and materials basis, at agreed to rate, with payment due upon satisfactory completion. f.Access: Customer shall ensure that Company personnel have reasonable and immediate access to the equipment upon the arrival by Company personnel at Customer’s site provided Company has provided Customer with sufficient advance written notice of start time, arrival time and completion times. Company will provide Customer with designated points of contact and make all arrangements for its support personnel to receive such notification. Customer shall make available to Company, at no charge, the use of any Customer owned/controlled Equipment, attachments, or features which are not covered under this SA, but which are necessary for the performance of Support Services on the Equipment covered by this SA. g.Toll Fraud: Company will strictly adhere to the manufacturer’s specifications to secure the Equipment to prevent toll fraud. In no way is the Company liable for any toll fraud that may occur. h.Healthy and Safety Compliance: Company and Customer will adhere to all applicable health and safety laws, rules and regulations including the Occupational Safety and Health Administration’s (“OSHA”) Rules and Regulations. i.Equipment: Equipment covered by this SA shall be in good and maintainable operating condition as of the commencement of this SA. Equipment (other than equipment newly purchased from the Company), is subject to commercially reasonable inspection by the Company in order to determine that such Equipment is in good and maintainable operating condition. Work determined necessary to bring such Equipment into good and maintainable condition must be completed prior to commencement of Support Services under this SA. T&M Work perform to ATTY/AGR.2022.006/Packet Fusion (Page 8 of 11)