Towner Communications General Terms and Conditions

These General Terms and Conditions (the “Terms”) apply to all services, equipment, materials, construction work, installation work, project work, subcontract work, maintenance, software, systems, and other goods or services provided by TOWNER COMMUNICATIONS, LLC (“TOWNER COMMUNICATIONS”) unless otherwise expressly agreed in a written agreement signed by an authorized officer of TOWNER COMMUNICATIONS. The contracting party receiving goods or services is referred to as “Customer.”

These Terms supplement the applicable proposal, quote, scope of work, work authorization, subcontract, purchase order acknowledgment, or other project-specific agreement (collectively, the “Proposal”). Project-specific terms may supplement or modify these Terms only through an executed project-specific agreement that expressly identifies the provision or subject being modified and clearly states the parties’ intent to modify it. No ambiguity, general incorporation by reference, course of dealing, course of performance, or mere inconsistency shall be construed to modify these Terms.

1. Services.

1.1 Type of Service.

TOWNER COMMUNICATIONS agrees to provide the Services (as defined in the Proposal and incorporated by reference herein) with respect to the System(s) defined in the Proposal. If Customer desires TOWNER COMMUNICATIONS to provide any additional service beyond the scope set forth in the Proposal, such additional service shall be furnished only pursuant to a separate written agreement, change order, work authorization, or other written authorization accepted by TOWNER COMMUNICATIONS.

1.2 Service Limitations.

If service is requested beyond the Proposal’s scope of work, service will be provided at TOWNER COMMUNICATIONS’ then-current per-call rates and terms. Examples include unauthorized attempts by persons other than TOWNER COMMUNICATIONS personnel to move, alter, tamper with, repair, maintain, or modify the System or its component parts; catastrophe; failure of equipment not maintained by TOWNER COMMUNICATIONS or not covered by this Agreement; fault or negligence of Customer; operator error; improper use or misuse of equipment; improper use of expendable items that do not meet manufacturer specifications; and causes external to the equipment, including transportation, fluctuations in humidity or temperature, power surges, and lightning. Service does not include: (i) operating supplies, accessories, cleaning supplies, or other expendable items necessary for Customer preventive maintenance; (ii) paint, refinishing of equipment, or materials for such purposes; (iii) electrical work external to the equipment or maintenance of accessories; (iv) batteries or lamps; (v) alterations, attachments, or other devices not furnished by TOWNER COMMUNICATIONS unless specifically noted herein; (vi) moves, adds, or changes to software or System hardware not related to maintenance of the System; or (vii) foreign connections, including fiber, network, and telephone connections not described in the Proposal.

1.3 Customer’s Responsibilities.

During the term of this Agreement, Customer shall (i) furnish to TOWNER COMMUNICATIONS in writing and on a continuing basis a list of names and telephone numbers of persons authorized to place service requests on behalf of Customer and/or from whom TOWNER COMMUNICATIONS representatives should obtain authorization in performing service on the System, provided that if no such list is furnished or the Customer does not require such contacts to be the exclusive authorized contacts as provided by this Agreement, TOWNER COMMUNICATIONS may accept service or other requests from any Customer representative; (ii) Customer shall not tamper with, disturb, injure, misuse, abuse, remove or otherwise interfere with the System, nor permit the same to be done, and shall indemnify and pay TOWNER COMMUNICATIONS the cost of repair or replacement of any loss or damage to the System, including but not limited to loss by fire, earthquake, riot, vandalism, flood or other damage or destruction; (iii) maintain, repair, service, and/or assure the operation of any other property, system or any device of Customer or of others to which the System may be attached or connected, including, by way of example but not limited to, internet service, Customer provided equipment and/or software; (iv) to provide uninterrupted 120 volt A.C. power at locations through Customer’s electrical and at Customer’s expense; (v) to notify TOWNER COMMUNICATIONS immediately of equipment failure and allow TOWNER COMMUNICATIONS escorted access to the equipment. Waiver of liability or other restrictions shall not be imposed by Customer as a site access requirement. Also, Customer shall allow TOWNER COMMUNICATIONS to use necessary machines, communications facilities, features and other equipment (except as normally supplied by TOWNER COMMUNICATIONS) at no charge; (vi) control site environmental conditions by maintaining temperature and humidity levels appropriate for all computer portions of the System. Customer shall maintain (a) a temperature of 65 degrees to 75 degrees and humidity of 40% to 60% (non-condensing); (vii) notify TOWNER COMMUNICATIONS of any alterations, remodeling, fixture or structural changes, and to bear the cost of changes in the System required as a result which are authorized by the Customer; (viii) unless otherwise provided on an Extended Warranty Quote, provide TOWNER COMMUNICATIONS with extension ladders, powered lifts or scaffolding where required for service of system equipment. Customer shall move, at its own expense, any heavy equipment or obstacles which TOWNER COMMUNICATIONS indicates must be moved to permit inspection and/or service of the System; (ix) have a representative on Customer’s premises during TOWNER COMMUNICATIONS’ performance of services; (x) to facilitate TOWNER COMMUNICATIONS’ performance of services, provide reasonable facilities such as, but not limited to, secure storage space, a designated work area with adequate heat and light and access to a local telephone line, with such facilities to be provided upon request and at no charge to TOWNER COMMUNICATIONS; (xi) pay all charges for service caused by telephone line problems, taxes, fees and charges imposed by any Vendor supplying such service on or relating to the System; (xii) arrange, at its own expense, for telephone line and telephone interface or interconnection to be installed by the telephone company in accordance with standard procedures; (xiii) secure, at its own cost and expense, whatever permission, permits, or licenses that may be necessary from the required authorities (including utility companies) for installation, monitoring and/or repair of the System. Customer shall pay or reimburse TOWNER COMMUNICATIONS for all taxes, fees or charges, including sales/use tax, personal property tax, licenses and permit fees imposed by any governmental authority (including utility companies) relating to the services provided; (xiv) provide TOWNER COMMUNICATIONS with access to and use of Customer’s local area or wide area network, including all passwords as necessary to enable such access; (xv) obtain and maintain passwords and other network security adequate to ensure protection against loss of information or data network operations. Customer acknowledges and agrees that if Customer ties the System, or any part thereof, with its computer network, TOWNER COMMUNICATIONS shall not be responsible for any viruses, data corruption, hacking or other breaches of network security; (xvi) any system components that require interface with Customer’s local area or wide area network must comply with the specifications provided by the System’s manufacturer. It is Customer’s responsibility to ensure that such compatibility is maintained while the System is covered under this Agreement. In the event that system experiences problems that are suspected to arise from compatibility issues and/or if needed repairs or modifications to Customer’s local area or wide area network, or for any other reason, Customer may choose to either give authorization to pay TOWNER COMMUNICATIONS on a time and material basis at its current service rates to continue troubleshooting and repairs or may hire a third party to make the required repairs and/or modifications to the local area or wide area network at its own expense. If such written authorization is not granted to TOWNER COMMUNICATIONS within a time period specified in writing by TOWNER COMMUNICATIONS to Customer, or if Customer fails to take the corrective actions required to make its local area network or wide area network compatible with the System, this Agreement shall terminate automatically and Customer shall pay TOWNER COMMUNICATIONS for all reasonable resulting costs.

1.4 Movement of Equipment.

To permit continuity of service, Customer shall provide TOWNER COMMUNICATIONS at least thirty (30) days’ prior written notice of its intent to move any equipment comprising part of the System. TOWNER COMMUNICATIONS personnel shall supervise the dismantling, packing, unpacking, inspection, and reinstallation of the equipment at the new location, and Customer shall pay TOWNER COMMUNICATIONS for such labor and materials at TOWNER COMMUNICATIONS’ then-current rates. TOWNER COMMUNICATIONS shall have no obligation to furnish continued preventive or remedial services under this Agreement if any part of the System is moved from its initial installation location or reinstalled without TOWNER COMMUNICATIONS’ prior written approval.

1.5 Authorization of TOWNER COMMUNICATIONS.

Customer authorizes TOWNER COMMUNICATIONS and its agents or assigns, as required to perform this Agreement, to: (i) perform Services reasonably necessary under this Agreement; and (ii) enter Customer’s premises in an emergency during Customer’s apparent or actual absence for the purpose of making emergency repairs to the System, but only if Customer has furnished TOWNER COMMUNICATIONS with a key or other authorized means of access. TOWNER COMMUNICATIONS assumes no liability for delay in installation or interruption of Services caused by strikes, fires, power failures, interruption or unavailability of telephone or network service, acts of nature, or other causes beyond TOWNER COMMUNICATIONS’ reasonable control. Notwithstanding the foregoing, TOWNER COMMUNICATIONS has no obligation to enter Customer’s premises without Customer’s request or authorization, except as otherwise expressly agreed in writing or permitted by law.

1.6 Authority of Representatives; No Waiver by Field Personnel.

Customer represents that persons who direct, request, approve, or accept work on Customer’s behalf have authority to do so. TOWNER COMMUNICATIONS may reasonably rely on field directions and work requests from Customer, an owner, contractor, construction manager, or other representative reasonably appearing to have authority to direct the work.

No technician, installer, foreman, field supervisor, salesperson, project manager, subcontractor, or other non-officer representative of TOWNER COMMUNICATIONS has authority to waive or amend payment terms, indemnification provisions, limitations of liability, lien or bond rights, dispute provisions, or other material contractual protections unless expressly authorized in writing by an officer of TOWNER COMMUNICATIONS.

2. Payment Terms.

2.1 Fees; Payment.

Customer agrees to pay TOWNER COMMUNICATIONS as per arrangements authorized in Proposal, plus any taxes and fees incurred.

2.2 Fee Increase.

TOWNER COMMUNICATIONS shall have the right to increase the recurring service charges set forth in Section 2, upon written notice to Customer, at any time or times after the date service is operative under this Agreement. Customer agrees to notify TOWNER COMMUNICATIONS of any objection to such increase in writing within 20 days after the date of the notice of increase, failing which it shall be conclusively presumed that Customer has agreed to such increase. In the event Customer objects to such increase, TOWNER COMMUNICATIONS may elect, at its option to (i) continue this Agreement under the terms and conditions in effect immediately prior to such increase, without notice to Customer, or (ii) terminate the Agreement upon 15 days written notice to Customer.

2.3 Expansion of System.

If, during the term of this Agreement, Customer expands the System, TOWNER COMMUNICATIONS may, in its sole discretion, increase the Warranty service charge commensurate with the expansion of the System, in which case TOWNER COMMUNICATIONS shall send Customer an additional invoice with such fee prorated over the remaining term of this Agreement. Customer agrees to pay such fee, as increased hereunder, for the remainder of the term of this Agreement.

2.4 Additional Charges to Customer.

Customer acknowledges and agrees that Customer is responsible for the following additional costs: (i) for discontinued or obsolete hardware and software. In the event the hardware and/or software components on the System are discontinued or rendered obsolete by the manufacturer, then the Customer agrees to pay the additional costs to modify and/or purchase the replacement hardware and/or software necessary for the System to function properly as reasonably determined by TOWNER COMMUNICATIONS; (ii) increased service charges of software of System manufacturer. In the event that the manufacturer increases service charges to TOWNER COMMUNICATIONS after the effective date of this Agreement, Customer agrees to pay the additional costs; (iii) charges may be imposed at the discretion of TOWNER COMMUNICATIONS, in the event that the Customer’s software is not maintained at the current manufacturer’s software version; (iv) any taxes or fees imposed by local ordinances on the System or the Extended Warranty thereof; (v) costs to maintain all Customer provided hardware and software in order to maintain compatibility with the System as the System hardware and/or software is upgraded throughout the term of this Agreement; (vi) service fees and costs in connection with curing an Event of Default pursuant to Section 7.1. In such cases, TOWNER COMMUNICATIONS reserves the right to add a special processing fee. All such additional charges shall be payable in accordance with the terms of TOWNER COMMUNICATIONS’ invoice for same.

2.5 RMA and Return Policy.

TOWNER COMMUNICATIONS does not accept returns and all sales are final. In the event of an out of box failure or warrantied failure, TOWNER COMMUNICATIONS will provide a Return Merchandise Authorization (RMA) to the Customer. The RMA will allow the Customer to return the product for repair or replacement in accordance with the manufacturer’s warranty. It is important to note that the Customer must obtain the RMA before returning the product. Restocking fees and shipping fees will be billable. TOWNER COMMUNICATIONS reserves the right to refuse any returns that do not have a valid RMA.

2.6 Refunds and Credits.

Any refund requests must be submitted in writing to our Customer support team at service@townerkc.com. TOWNER COMMUNICATIONS reserves the right to evaluate each refund request on a case-by-case basis and may, at its discretion, issue a credit instead of a refund. (i) In instances where a refund is approved, TOWNER COMMUNICATIONS will issue a credit to the Customer’s account. (ii) Credits are non-transferable and can only be applied to future services provided by TOWNER COMMUNICATIONS (iii) The credit amount will be equal to the refunded amount and will be valid for a period of 12 months from the date of issuance (iv) TOWNER COMMUNICATIONS does not provide cash refunds under any circumstances. Refunds will not be issued in the form of checks or any other monetary instrument. All approved refunds will be applied to the Customer’s account as a credit for future services. (v) Customers can use their account credits towards any future services provided by TOWNER COMMUNICATIONS. Credits cannot be redeemed for cash or transferred to other individuals or entities. The use of credits is subject to the terms and conditions of the specific services being purchased. (vi) Customers will be notified via email of any credits issued to their account. The email notification will include details of the credited amount, the reason for the credit, and instructions on how to apply the credit to future services. TOWNER COMMUNICATIONS reserves the right to modify, amend, or update this refund and credits policy at any time without prior notice. Customers are encouraged to review this policy periodically to stay informed of any changes. By using our services, you acknowledge and agree to the terms outlined in this Refunds and Credits Policy. If you have any questions or concerns, please contact our Customer support team at accounting@townerkc.com.

2.7 Past-Due Amounts.

Any amount not received by TOWNER COMMUNICATIONS when due is past due without further demand. Past-due amounts shall accrue interest from the applicable due date at one and one-half percent (1.5%) per month, eighteen percent (18%) per annum, or the maximum lawful rate, whichever is less. Customer shall be responsible, to the fullest extent permitted by law, for reasonable collection costs, lien and bond claim expenses, court costs, filing fees, and reasonable attorneys’ fees. Acceptance of a late or partial payment does not waive a default or any right of TOWNER COMMUNICATIONS.

2.8 Net 10; Material Payment Obligation.

Unless different payment terms are expressly stated in a Proposal or other written agreement signed by an authorized officer of TOWNER COMMUNICATIONS, all invoices are due and payable in full within ten (10) calendar days after the invoice date (“Net 10”). Timely payment is a material obligation of Customer. Except to the extent prohibited by applicable law or expressly agreed otherwise in a project-specific agreement signed by an authorized officer of TOWNER COMMUNICATIONS, Customer’s payment obligation is absolute and is not contingent upon, conditioned upon, or subject to Customer’s receipt of payment from an owner, general contractor, construction manager, lender, governmental entity, insurer, surety, or other third party. Receipt of payment by Customer from any third party is not a condition precedent to Customer’s obligation to pay TOWNER COMMUNICATIONS.

2.9 Notice of Nonpayment; Right to Suspend Work.

If any undisputed amount remains unpaid after its due date, TOWNER COMMUNICATIONS may provide written notice of nonpayment. If all past-due undisputed amounts are not received within three (3) business days after such notice, TOWNER COMMUNICATIONS may, to the fullest extent permitted by applicable law and without constituting breach, abandonment, failure to prosecute, repudiation, or default: (i) suspend, discontinue, or reduce any or all work or Services; (ii) remove, reassign, or demobilize employees, technicians, installers, supervisors, subcontractors, equipment, tools, vehicles, and other resources; (iii) decline further procurement, delivery, installation, configuration, programming, activation, testing, or release of equipment or materials; (iv) suspend engineering, project management, scheduling, commissioning, training, documentation, punch-list work, warranty work, and closeout; (v) suspend performance under other agreements with the same Customer to the extent permitted by law; and (vi) exercise any other contractual or legal remedy. TOWNER COMMUNICATIONS has no obligation to continue financing Customer’s project through payroll, labor, materials, equipment, supplier obligations, subcontractor obligations, or other project costs while properly due amounts remain unpaid. Notwithstanding the foregoing, TOWNER COMMUNICATIONS will not intentionally disable or suspend a fire-alarm, life-safety, emergency-communications, security, access-control, or other regulated function where doing so would violate applicable law or create an unreasonable risk to persons or property; TOWNER COMMUNICATIONS may instead suspend noncritical work and pursue any other available remedy.

2.10 Payment-Related Schedule Relief.

Any suspension, slowdown, interruption, demobilization, reassignment of personnel, or other impact resulting directly or indirectly from Customer’s late payment or nonpayment entitles TOWNER COMMUNICATIONS to an equitable extension of affected schedules, milestones, and completion dates and, where applicable, an equitable adjustment in compensation. TOWNER COMMUNICATIONS is not required to maintain or recover the pre-suspension schedule. After cure, TOWNER COMMUNICATIONS shall resume performance as reasonably practicable based on then-current workforce, subcontractor, equipment, material, and project availability.

2.11 Demobilization, Remobilization, and Related Costs.

Customer shall reimburse TOWNER COMMUNICATIONS for reasonable additional costs resulting from late payment, nonpayment, suspension, or resumption, including demobilization; remobilization; project management; administration; employee or subcontractor standby, cancellation, and rescheduling charges; equipment rental; storage; handling; freight; shipping; restocking; material escalation; supplier increases; labor rate increases; expedited procurement or shipping; additional travel or mobilizations; resequencing; extended supervision; lost scheduling commitments; lien, bond, collection, and legal expenses; and other reasonable resulting costs.

2.12 Conditions to Remobilization.

Following suspension for nonpayment, TOWNER COMMUNICATIONS is not required to remobilize until all undisputed past-due amounts are received in cleared funds; applicable interest and reasonable demobilization, remobilization, and collection charges are paid or otherwise resolved to TOWNER COMMUNICATIONS’ reasonable satisfaction; and, if reasonably requested based on payment history or financial condition, Customer provides reasonable assurance of future payment. TOWNER COMMUNICATIONS may, where legally permissible, require a deposit, advance payment, progress payment, joint-check arrangement, escrow, letter of credit, payment bond, or other commercially reasonable payment security.

2.13 No Liability for Payment-Related Delay.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TOWNER COMMUNICATIONS SHALL NOT BE LIABLE FOR DELAY DAMAGES, DISRUPTION DAMAGES, LOSS OF PRODUCTIVITY, ACCELERATION COSTS, EXTENDED GENERAL CONDITIONS, LIQUIDATED DAMAGES, PENALTIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF BUSINESS, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES TO THE EXTENT CAUSED BY OR ARISING FROM CUSTOMER’S FAILURE TO MAKE PAYMENT WHEN DUE OR TOWNER COMMUNICATIONS’ GOOD-FAITH EXERCISE OF CONTRACTUAL OR LEGAL RIGHTS RESULTING FROM SUCH NONPAYMENT. Nothing in this Section eliminates liability for a category of direct damages that cannot lawfully be excluded.

2.14 Preservation of Lien, Bond, and Payment Rights.

Nothing in these Terms constitutes an advance waiver, release, or impairment of any mechanic’s lien, materialman’s lien, payment bond claim, statutory prompt-payment right, retainage right, collection remedy, or other payment security or remedy available to TOWNER COMMUNICATIONS. Any lien waiver, bond waiver, release, or similar instrument is effective only according to its express terms and, to the extent legally permissible, only to the extent the represented payment has been received in cleared funds.

2.15 Disputed Amounts; No Improper Setoff.

Customer shall not withhold, offset, back-charge, deduct, or reduce amounts invoiced by TOWNER COMMUNICATIONS except for a good-faith dispute directly related to TOWNER COMMUNICATIONS’ work and to the extent permitted by the applicable agreement and law. Customer shall provide reasonably prompt written notice identifying the disputed amount and factual basis and shall timely pay all undisputed portions.

3. Software Sublicense.

3.1 Right to Distribute & Sublicense: Restrictions.

TOWNER COMMUNICATIONS has acquired from one or more Third Parties (each a “Third Party”) the right to distribute and sublicense certain Third Party software (the “Software”) for use in conjunction with the System. TOWNER COMMUNICATIONS hereby grants to the Customer a non-exclusive, non-transferable sublicense to use the Software in the System. Customer acknowledges that TOWNER COMMUNICATIONS is only a licensed distributor and not a creator, owner or manufacturer of the Software. TOWNER COMMUNICATIONS shall assign to the Customer all of its rights and interests in and to any warranty or indemnity offered in connection with the Third Party Software that are assignable by TOWNER COMMUNICATIONS.

3.2 Third Party Software Terms and Conditions.

Customer shall comply with all Third Party terms and conditions applicable to the Extended Warranty of the Software, including but not limited to any requirement to enter into a separate software support and/or Extended Warranty agreement with the applicable Third Party manufacturer, creator or owner and paying all associated Extended Warranty and/or service fees associated therewith. In the event the Customer fails to comply with any provisions of the Third Party Extended Warranty terms and conditions, then (i) TOWNER COMMUNICATIONS may terminate this Agreement immediately and (ii) any additional services provided by TOWNER COMMUNICATIONS that are requested by the Customer shall be on a time and materials basis at TOWNER COMMUNICATIONS’ current service rates.

3.3 Third Party Beneficiary.

Customer acknowledges that the provisions contained in this Section 3 are intended to protect the Third Party manufacturers, creators and/or owners of the Software; accordingly, each Third Party shall be deemed a third party beneficiary with respect to this Section 3 and shall have the right to enforce this Section as appropriate against Customer.

3.4 Software Release Levels.

Customer shall, at Customer’s sole cost and expense, maintain the Software at the current version or no more than two releases back; otherwise (i) Customer may not be eligible to receive services hereunder, (ii) TOWNER COMMUNICATIONS may terminate this Agreement immediately and (iii) any additional services provided by TOWNER COMMUNICATIONS that are requested by the Customer shall be on a time and materials basis at TOWNER COMMUNICATIONS’ current rates.

4. Term and Termination.

This Agreement begins on the effective date stated in the applicable Proposal or, if no effective date is stated, on the date TOWNER COMMUNICATIONS accepts the applicable Proposal, and continues for the stated term. This Agreement may be terminated as otherwise provided in Sections 1.3(xvi), 2.2, 3.2, 3.4, 4.1, 4.2, and 7.2, as applicable.

4.1 Termination for Convenience by Customer.

Unless a project-specific agreement expressly provides otherwise, if Customer cancels or terminates all or any portion of the work for convenience and not because of an uncured material breach by TOWNER COMMUNICATIONS, Customer shall pay for: (i) work performed through the effective termination date, including applicable overhead and profit included in the Contract Sum; (ii) materials and equipment purchased, fabricated, ordered, or committed for the project that cannot reasonably be cancelled or returned without cost; (iii) cancellation, restocking, freight, storage, and supplier charges; (iv) subcontractor and vendor commitments; (v) demobilization and reasonable closeout costs; (vi) reasonable unabsorbed project overhead and other nonrecoverable costs incurred in reliance on the project; and (vii) any additional termination compensation expressly stated in the project-specific agreement. TOWNER COMMUNICATIONS shall not be required to absorb costs reasonably incurred in reliance on Customer’s authorization to proceed.

4.2 Customer-Directed Suspension.

If Customer, owner, general contractor, construction manager, or other authorized project representative suspends, delays, or materially interrupts TOWNER COMMUNICATIONS’ work for reasons not caused by TOWNER COMMUNICATIONS, TOWNER COMMUNICATIONS is entitled to an equitable extension of time and reasonable compensation for resulting standby, demobilization, remobilization, storage, escalation, resequencing, supervision, project management, and other impacts. If a suspension continues for an unreasonable period, TOWNER COMMUNICATIONS may request adequate schedule and payment assurances and may terminate the affected work if such assurances are not timely provided, subject to the controlling project-specific agreement and applicable law.

5. Warranties and Indemnification.

5.1 General Warranty.

TOWNER COMMUNICATIONS warrants that goods furnished hereunder will be free from material defects in workmanship attributable to TOWNER COMMUNICATIONS and that Services will be performed in a professional and workmanlike manner. If a failure to conform to this warranty is discovered and reported to TOWNER COMMUNICATIONS within thirty (30) days after installation of the applicable goods, or within any different warranty period expressly stated in the applicable Proposal, TOWNER COMMUNICATIONS will, as its warranty obligation, correct the nonconformity by repairing or replacing defective material or parts or by making other suitable repairs. All other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, are excluded and disclaimed to the fullest extent permitted by law. TOWNER COMMUNICATIONS does not represent or warrant that Customer’s fire, alarm, security, telephone, communications, or other System will not be compromised or circumvented; that the System will prevent any loss by burglary, hold-up, fire, or otherwise; or that the System will in all cases provide the protection for which it is installed or intended. Customer acknowledges that: (i) Customer assumes the risk of loss or damage to Customer’s premises and contents except to the extent caused by TOWNER COMMUNICATIONS and not otherwise limited by this Agreement; (ii) TOWNER COMMUNICATIONS has made no representation or warranty, and Customer has not relied on any representation or warranty, except as expressly stated herein; and (iii) Customer has read and understands this Agreement, including Sections 1 and 6. Customer acknowledges and agrees that TOWNER COMMUNICATIONS is not an insurer and that this Agreement is not an insurance policy or substitute for insurance. Customer is responsible for maintaining appropriate insurance. TOWNER COMMUNICATIONS’ charges are based on the value of the goods and Services provided and are unrelated to the value of Customer’s property or the property of others located at Customer’s premises.

5.2 Disclaimer of Warranties as to Software.

TOWNER COMMUNICATIONS makes, and Customer receives, no warranty, express or implied, regarding any aspect of the Software except for warranties that TOWNER COMMUNICATIONS is expressly authorized to pass through from the applicable Third Party. All warranties of merchantability, fitness for a particular purpose, title, and non-infringement are disclaimed to the fullest extent permitted by law. Without limiting the foregoing, TOWNER COMMUNICATIONS makes no warranty regarding the performance of the Software or results obtained from its use. Except for any applicable pass-through warranty, the Software is licensed ‘as is,’ and Customer assumes the risk as to its results and performance.

5.3 Indemnification.

To the fullest extent permitted by applicable law, Customer shall indemnify, defend, and hold harmless TOWNER COMMUNICATIONS and its officers, directors, employees, and agents from and against third-party claims, demands, causes of action, damages, losses, liabilities, judgments, penalties, costs, and reasonable attorneys’ fees, but only to the extent caused by: (i) the negligent or wrongful acts or omissions of Customer or persons for whom Customer is legally responsible; (ii) Customer’s material breach of this Agreement; (iii) Customer’s violation of applicable law; (iv) misuse, unauthorized alteration, or improper operation of the System or work by Customer or others under Customer’s control; or (v) bodily injury, death, or damage to tangible property caused by Customer or persons for whom Customer is legally responsible. TOWNER COMMUNICATIONS shall indemnify Customer from third-party claims for bodily injury, death, or damage to tangible property only to the extent caused by the negligent or wrongful acts or omissions of TOWNER COMMUNICATIONS or persons for whom TOWNER COMMUNICATIONS is legally responsible. No party is required to indemnify another for that other party’s own negligence or wrongdoing except to the extent expressly permitted by applicable law.

5.4 Construction-Law Limitation on Indemnity.

With respect to public or private construction work, the indemnity obligations in Section 5.3 shall be interpreted and enforced in accordance with applicable construction anti-indemnity law, including RSMo Section 434.100 where applicable. Any insurance-backed indemnity obligation shall extend only to the scope and limits lawfully permitted and actually required by the applicable project-specific agreement. This Section does not create an obligation to procure insurance except as otherwise expressly agreed in writing.

6. LIMITATION OF LIABILITY; ALLOCATION OF RISK.

To the fullest extent permitted by applicable law, including with respect to claims alleging ordinary negligence by towner communications, the aggregate liability of TOWNER COMMUNICATIONS arising out of or relating to any recurring service, maintenance, hosted service, or other recurring-fee arrangement, whether based in contract, tort, negligence, strict liability, warranty, misrepresentation, statute, or otherwise, shall not exceed the lesser of: (i) the amounts actually paid by customer to TOWNER COMMUNICATIONS for the specific recurring service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim; or (ii) fifty percent (50%) of one year’s recurring service charges for that specific service. this limitation is a material basis of the parties’ bargain and pricing. Nothing in this section limits liability to the extent a limitation is prohibited by applicable law, including liability for willful misconduct or gross negligence to the extent such liability cannot lawfully be limited.

6.1 Liability Cap for Project and Construction Work.

To the fullest extent permitted by applicable law, including with respect to claims alleging ordinary negligence by TOWNER COMMUNICATIONS, and unless a project-specific agreement signed by an authorized officer of TOWNER COMMUNICATIONS expressly provides a different cap, the aggregate liability of TOWNER COMMUNICATIONS arising out of or relating to construction, installation, project, or subcontract work shall not exceed the total amount actually paid to TOWNER COMMUNICATIONS under the specific proposal that directly gives rise to the claim (the “applicable project fees”). The applicable project fees cap is independent of, and shall not be increased by, any insurance limits maintained by TOWNER COMMUNICATIONS. Nothing in this section limits liability to the extent a limitation is prohibited by applicable law, including liability for willful misconduct or gross negligence to the extent such liability cannot lawfully be limited.6.2 Expanded Exclusion of Consequential and Delay Damages.

6.2 Expanded Exclusion of Consequential and Delay Damages.

To the fullest extent permitted by law, in no event shall TOWNER COMMUNICATIONS be liable for lost profits, lost revenue, loss of use, loss of production, loss of business opportunity, business interruption, loss of data, loss of goodwill, delay damages, liquidated damages, extended general conditions, loss of financing, or any indirect, incidental, special, exemplary, punitive, or consequential damages, except to the extent such liability cannot lawfully be limited or excluded or is expressly accepted in a project-specific agreement signed by an authorized officer of towner communications.

6.3 Application of Liability Caps and Damage Exclusions.

The limitations and exclusions in this Section 6 apply in the aggregate regardless of the number of claims, claimants, causes of action, theories of recovery, demands, suits, or proceedings arising out of the same or related acts, omissions, events, transactions, Services, System, Proposal, or project. The parties acknowledge that these limitations allocate commercial risk between sophisticated business parties and are reflected in TOWNER COMMUNICATIONS’ pricing. If any specific limitation or exclusion is held unenforceable, the remaining limitations and exclusions shall remain effective to the fullest extent permitted by law.

7. Default and Remedies.

7.1 Default.

The happening of any one of the following shall be an Event of Default under this Agreement: (i) failure by Customer to pay any amount when due, subject to any applicable notice and cure rights expressly provided in these Terms or the controlling project-specific agreement; (ii) failure by Customer to observe, keep, or perform any other material obligation required of it herein and to correct such breach within ten (10) days after written notice from TOWNER COMMUNICATIONS, unless a different cure period is expressly provided; (iii) abuse, misuse, unauthorized alteration, or material interference with the System or TOWNER COMMUNICATIONS’ work; (iv) dissolution, termination of existence, discontinuance of business, insolvency, or business failure of Customer; (v) initiation of bankruptcy, reorganization, assignment for the benefit of creditors, or similar proceeding by or against Customer, subject to applicable bankruptcy law; (vi) excessive false alarms caused by Customer where relevant to the Services; or (vii) unauthorized work by other vendors on the System where such work materially interferes with TOWNER COMMUNICATIONS’ obligations, warranty, or ability to support the System.

7.2 Remedies.

Upon the occurrence of an Event of Default, TOWNER COMMUNICATIONS may pursue one or more of the following remedies, subject to applicable law and any applicable notice or cure requirement: (i) by written notice to Customer, declare due and payable all amounts then earned, invoiced, committed, or otherwise properly due under this Agreement, together with applicable interest; (ii) cure the Event of Default to the extent reasonably necessary to protect TOWNER COMMUNICATIONS’ work or property, in which case Customer shall pay TOWNER COMMUNICATIONS’ reasonable fees and costs incurred in effecting such cure; (iii) recover possession of TOWNER COMMUNICATIONS-owned equipment or other property only to the extent TOWNER COMMUNICATIONS retains a lawful possessory right and recovery can be accomplished lawfully, without breach of the peace, without unauthorized entry, and without material damage to real property or property not owned by TOWNER COMMUNICATIONS; nothing in this Agreement authorizes removal of fixtures, incorporated materials, or other property where such removal is prohibited by law or the controlling project documents; (iv) proceed at law or in equity to enforce performance or recover damages for breach; (v) discontinue or suspend Services, including disabling communication software, hardware, or firmware where legally permissible and commercially reasonable, subject always to the life-safety, emergency, security, access-control, and regulated-system limitations in Section 2.9; (vi) terminate this Agreement by written notice where permitted; (vii) recover reasonable costs TOWNER COMMUNICATIONS is required to bear with respect to the System, project, or Services as a result of Customer’s default; and (viii) recover reasonable costs of collection and enforcement, including court costs, collection expenses, filing fees, reasonable attorneys’ fees, and other reasonable enforcement costs to the extent permitted by law. If other agreements are in effect between TOWNER COMMUNICATIONS and Customer, TOWNER COMMUNICATIONS may, to the extent permitted by law and those agreements, treat a material uncured default under one agreement as a default under another agreement where the defaults are commercially related or materially affect TOWNER COMMUNICATIONS’ ability to perform or obtain payment. Remedies are cumulative, and exercise of one remedy does not preclude another.

7.3 Construction and Project Remedies.

For construction, installation, project, and subcontract work, TOWNER COMMUNICATIONS’ remedies expressly include suspension, reduction of forces, demobilization, reassignment of personnel, withholding further procurement or delivery of equipment and materials, extension of Contract Time, equitable adjustment of Contract Sum, recovery of demobilization and remobilization expenses, preservation and enforcement of lien or bond rights, and other remedies under these Terms or applicable law.

7.4 No Waiver Through Continued Performance.

TOWNER COMMUNICATIONS’ decision to continue performing after Customer fails to comply with a payment or other contractual requirement does not waive the default, extend the payment deadline, or waive TOWNER COMMUNICATIONS’ right later to suspend performance, recover additional costs, preserve lien or bond rights, or exercise another remedy. A waiver is effective only if in writing and signed by an authorized officer of TOWNER COMMUNICATIONS.

8. Miscellaneous Provisions.

8.1 Subcontracting: Assignment.

TOWNER COMMUNICATIONS may subcontract any Services it is obligated to perform. Customer may not assign this Agreement or any benefit hereunder without TOWNER COMMUNICATIONS’ prior written consent. The protections in this Agreement, including limitations of liability and applicable indemnification provisions, inure to the benefit of TOWNER COMMUNICATIONS’ permitted assignees and subcontractors to the extent applicable to their performance. TOWNER COMMUNICATIONS will notify Customer if TOWNER COMMUNICATIONS assigns the entire Agreement to another vendor.

8.2 Nonsolicitation.

Neither party may knowingly solicit for employment or directly hire an individual who is then employed by the other party, or who was employed by the other party during the immediately preceding one (1) year, without the prior written consent of the employing party; provided that general advertisements or recruiting efforts not specifically directed at such individual shall not constitute prohibited solicitation.

8.3 Force Majeure.

TOWNER COMMUNICATIONS shall not be liable for nonperformance or delay caused wholly or partly by circumstances beyond its reasonable control, including governmental action or inaction, strikes or other labor disputes, riots, power failures, interruption or unavailability of telecommunications or network service, fire, flood, lightning, earthquake, severe weather, epidemic, pandemic, supply-chain disruption, material shortage, transportation interruption, cyberattack not caused by TOWNER COMMUNICATIONS’ failure to exercise reasonable security practices, or other events beyond its reasonable control. Replacement or restoration of the System necessitated by such an event is at Customer’s expense except to the extent otherwise expressly provided in the Proposal or applicable law. If Customer’s premises or the System is destroyed or substantially damaged so that continued performance is impracticable, TOWNER COMMUNICATIONS may suspend or terminate the affected Services upon written notice. Any refund or credit for prepaid, unearned recurring service charges shall be determined equitably and subject to any applicable third-party commitments and project-specific terms.

8.4 Entire Agreement.

These Terms, together with the applicable Proposal and any project-specific agreement expressly incorporated and executed by the parties, constitute the agreement between the parties concerning the applicable goods, Services, or work and supersede prior or contemporaneous oral or written negotiations and understandings concerning the same subject matter. In the event of a conflict, the order of precedence is: (i) a written amendment or project-specific deviation expressly signed by an authorized officer of TOWNER COMMUNICATIONS; (ii) the executed project-specific agreement or subcontract, but only as to provisions that expressly modify these Terms; (iii) the TOWNER COMMUNICATIONS Proposal or scope of work; (iv) these General Terms and Conditions; and (v) other incorporated documents. Customer purchase orders, portals, acknowledgments, field tickets, or other Customer-generated documents do not modify these Terms unless expressly accepted in writing by an authorized officer of TOWNER COMMUNICATIONS.

8.4A Incorporation; Version Control; Evidence of Acceptance.

Each Proposal intended to incorporate these Terms should identify them by title and revision date or version number and may also reference the then-current published location at https://townerkc.com/general-terms-and-conditions/. If a copy of these Terms is attached to, transmitted with, or otherwise provided in connection with a Proposal, that identified version controls for that Proposal over any later website revision unless the parties expressly agree otherwise in writing. To the extent permitted by applicable law, Customer’s signature on a Proposal that incorporates these Terms, issuance of a purchase order expressly referencing such Proposal, written authorization to proceed after receipt of the Proposal and these Terms, or acceptance of goods or Services after reasonable notice that performance is subject to these Terms constitutes acceptance of the incorporated version. TOWNER COMMUNICATIONS should retain the applicable Proposal, incorporated Terms version, purchase order or authorization, and material notices as part of the project record.

8.5 Amendments.

This Agreement may be amended only by a writing signed by authorized representatives of both parties, subject to Sections 1.6, 8.10, and 9.4 regarding authority and field-directed work. No waiver is effective unless in writing and signed by an authorized representative of the party granting the waiver, and any waiver applies only to the specific instance stated.

8.6 Severability.

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision shall be enforced to the maximum extent permitted by law and, where appropriate, construed or reformed as narrowly as necessary to preserve the parties’ lawful allocation of risk and commercial intent.

8.7 Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Attorneys’ Fees.

This Agreement and any dispute, claim, counterclaim, or controversy arising out of or relating to this Agreement (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. Any Claim brought by TOWNER COMMUNICATIONS may be brought in any state or federal court having jurisdiction over the matter. Any Claim brought by Customer shall be brought exclusively in a state or federal court located in Jackson County, Missouri. Customer irrevocably submits to the personal jurisdiction of such courts and irrevocably consents to venue in such courts for purposes of any Claim. Customer waives any objection to such jurisdiction or venue, including, without limitation, any claim that such forum is inconvenient or improper. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY in any action or proceeding arising out of or relating to this Agreement. In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.

8.8 Notices.

Any notice required under this Agreement shall be in writing and shall be deemed given: (i) upon actual receipt if delivered by hand or nationally recognized delivery service; (ii) three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested; or (iii) upon confirmed transmission by electronic mail to the notice address designated by the receiving party, provided that notices of default, suspension, termination, indemnity claims, or other material legal notices sent by email are also copied by one of the methods in subsection (i) or (ii), unless the parties expressly agree otherwise in a project-specific agreement. Notices shall be sent to the addresses stated in the applicable Proposal or subsequently designated in writing.

8.9 Disclaimers and Waivers.

This Agreement contains exculpatory clauses, disclaimers, limitations of liability, indemnity provisions, and waivers that are material to the parties’ allocation of risk and pricing.

8.10 Project-Specific Terms and Contract Hierarchy.

These General Terms operate as TOWNER COMMUNICATIONS’ general commercial terms. Project-specific terms supplement these General Terms and modify them only where the executed project-specific agreement expressly identifies the provision or subject being modified and clearly states the parties’ intent to modify it. Material deviations affecting payment, indemnity, limitation of liability, insurance, bonding, retainage, liquidated damages, schedule, notice, warranty, design responsibility, termination, dispute procedures, lien or bond rights, or flow-down obligations should be specifically identified in the project-specific agreement or a signed deviations schedule. A modification for one project does not amend these General Terms for any other project. No ambiguity, general incorporation by reference, course of dealing, course of performance, or mere inconsistency shall be construed as a modification.

8.11 Prime Contract and Flow-Down Limitations.

Unless expressly agreed otherwise in a project-specific agreement signed by an authorized officer of TOWNER COMMUNICATIONS, incorporation by reference of a prime contract, owner agreement, project manual, specification, schedule, or other upstream document binds TOWNER COMMUNICATIONS only to provisions directly applicable to its defined scope and only if the incorporated document was provided to TOWNER COMMUNICATIONS before execution or was specifically identified and made reasonably available for review before execution. Incorporation by reference does not, standing alone, enlarge TOWNER COMMUNICATIONS’ indemnity obligations, insurance obligations, design responsibility, warranty duration, damages exposure, payment risk, dispute obligations, schedule liability, notice obligations, or other material risk. Any such enlargement must be expressly stated in the project-specific agreement or signed deviations schedule and accepted by an authorized officer of TOWNER COMMUNICATIONS.

8.12 Electronic Signatures and Counterparts.

Electronic signatures, electronically accepted proposals, scanned signatures, and counterparts are effective to the extent permitted by applicable law.

8.13 Survival.

Payment obligations, indemnification, limitation of liability, warranty limitations, collection rights, lien and bond rights, software restrictions, dispute provisions, attorneys’ fees, and other provisions that by their nature should survive shall survive completion, expiration, cancellation, or termination.

8.14 Project-Specific Deviations Schedule.

If a project-specific agreement proposes to alter TOWNER COMMUNICATIONS’ payment terms, pay-if-paid protection, indemnity, limitation of liability, insurance obligations, bond obligations, retainage, liquidated damages, schedule obligations, notice deadlines, warranty, design responsibility, termination rights, dispute procedures, lien or bond rights, or flow-down limitations, the parties should identify the deviation expressly in the executed project-specific agreement or an attached deviations schedule. Silence or incorporation by reference is not sufficient to modify these material protections.

9. GENERAL PROVISIONS FOR CONSTRUCTION, INSTALLATION, AND SUBCONTRACT WORK

This Section applies whenever TOWNER COMMUNICATIONS performs construction, low-voltage, structured cabling, fiber-optic, data-center, telecommunications-infrastructure, installation, renovation, retrofit, new-construction, subcontract, or similar project-based work. These provisions are general risk-allocation terms and are intended to be supplemented by project-specific construction terms addressing project-specific scope, schedule, retainage, insurance, bonds, safety, prevailing wage, submittals, closeout, testing, and other project requirements.

9.1 Project Schedule and Conditions to Performance.

Any schedule, manpower projection, start date, mobilization date, milestone, or completion date is conditioned on timely payment; timely and continuous access; completion of predecessor work; suitable work areas; timely coordination by Customer, owner, general contractor, construction manager, and other trades; timely approvals, drawings, specifications, and information; availability of labor, materials, and equipment; and conditions reasonably permitting efficient performance. TOWNER COMMUNICATIONS is entitled to an equitable extension of time and, where applicable, an equitable adjustment in compensation for impacts not caused solely by TOWNER COMMUNICATIONS.

9.2 Delays Beyond TOWNER COMMUNICATIONS’ Control.

TOWNER COMMUNICATIONS is not responsible for delay, disruption, loss of productivity, or additional cost caused by acts or omissions of Customer, owner, general contractor, construction manager, architect, engineer, other subcontractors or trades, governmental authorities, utilities, suppliers, carriers, manufacturers, labor disruptions, material or equipment shortages, supply-chain disruptions, differing or concealed conditions, hazardous materials, design or scope changes, untimely approvals, unavailable work areas, restricted access, incomplete predecessor work, resequencing, acceleration, suspension, nonpayment, inspection delay, permit delay, or other matters outside TOWNER COMMUNICATIONS’ reasonable control.

9.3 Acceleration; Overtime; Out-of-Sequence Work.

Unless expressly included in the Proposal, TOWNER COMMUNICATIONS is not required, without an equitable adjustment in price and time, to accelerate, increase manpower, work overtime or additional shifts, perform work out of sequence, repeatedly mobilize and demobilize, work in areas not reasonably ready, or incur additional cost to recover time lost for causes not solely attributable to TOWNER COMMUNICATIONS.

9.4 Changes and Field-Directed Work.

Changes to scope, quantities, plans, specifications, design, sequencing, schedule, access, working conditions, or coordination that affect cost or time entitle TOWNER COMMUNICATIONS to an equitable adjustment of price and time. To the fullest extent permitted by applicable law and the controlling project documents, a field direction, revised drawing, request, authorization, schedule change, site instruction, or directive from a representative reasonably appearing authorized to direct the work may constitute authorization for additional work. TOWNER COMMUNICATIONS shall use commercially reasonable efforts to confirm material oral or field-directed changes in writing, including by email, field ticket, change request, or similar record, within a reasonable time. If Customer receives such written confirmation and does not reasonably object in writing before the additional work materially proceeds, the confirmation may be relied upon as evidence of authorization to the extent permitted by applicable law. TOWNER COMMUNICATIONS is not obligated to finance materially disputed extra work indefinitely while change-order documentation remains unresolved.

9.5 Site Readiness and Access.

Customer shall provide safe, reasonable, and continuous access to areas necessary for performance and shall cause areas to be sufficiently complete and ready for TOWNER COMMUNICATIONS’ work. If TOWNER COMMUNICATIONS mobilizes to an area that is inaccessible, unsafe, incomplete, occupied, unavailable, obstructed, or otherwise not reasonably ready for scheduled work for reasons outside TOWNER COMMUNICATIONS’ control, resulting standby, trip, mobilization, demobilization, rescheduling, and other reasonable costs constitute additional compensable work.

9.6 Coordination and Work of Others.

TOWNER COMMUNICATIONS is responsible for its own work but not for acts, omissions, deficiencies, delays, or defective work of other contractors, subcontractors, trades, design professionals, utilities, carriers, or vendors. Unless expressly included in the Proposal, TOWNER COMMUNICATIONS is not responsible for electrical power, grounding or bonding, pathways or conduit, sleeves, penetrations, firestopping, patching, painting, structural modifications, ceiling or wall restoration, network configuration, owner-furnished equipment, permits, code consulting, or testing/certification beyond the defined scope.

9.7 Differing, Concealed, and Unknown Site Conditions.

The Proposal is based on drawings, specifications, representations, and conditions reasonably observable or disclosed at pricing. Concealed, latent, materially different, or unknown conditions – including blocked or damaged pathways, undocumented utilities, inaccessible spaces, unforeseen structural conditions, water intrusion, undocumented fire-rated assemblies, or unsuitable existing infrastructure – are excluded from the base scope unless expressly included. TOWNER COMMUNICATIONS shall notify Customer reasonably promptly after discovery and is entitled to an equitable adjustment in price and time for resulting work or delay.

9.8 Hazardous Materials and Unsafe Conditions.

Unless expressly included in the Proposal, TOWNER COMMUNICATIONS is not responsible for identifying, testing, monitoring, abating, remediating, transporting, or disposing of asbestos, lead, mold, contaminated materials, hazardous substances, biological hazards, or other regulated materials. TOWNER COMMUNICATIONS may stop or refuse affected work upon encountering a condition it reasonably believes may endanger persons, property, or its personnel. Customer shall arrange appropriate investigation and remediation by qualified persons. TOWNER COMMUNICATIONS is entitled to an equitable adjustment in time and compensation resulting from such condition, except to the extent caused by TOWNER COMMUNICATIONS.

9.9 Safety Responsibility.

TOWNER COMMUNICATIONS is responsible for reasonable safety precautions relating to its own operations, personnel, equipment, and means and methods. TOWNER COMMUNICATIONS does not assume responsibility for overall project safety, site-wide safety programs, the means and methods of other contractors, or hazardous conditions created by others, except to the extent expressly required by law or a project-specific agreement.

9.10 Design Responsibility.

Unless the Proposal expressly states that TOWNER COMMUNICATIONS is providing professional design services, TOWNER COMMUNICATIONS does not assume architectural, engineering, structural, electrical, fire-protection, life-safety, code-design, or other professional design responsibility. Review of drawings, specifications, shop drawings, coordination drawings, submittals, field conditions, or design information does not transfer design responsibility to TOWNER COMMUNICATIONS.

9.11 Damage to Completed Work.

After portions of TOWNER COMMUNICATIONS’ work are installed, Customer shall use reasonable efforts to protect such work from damage or interference by others. Repair or replacement required because of damage, removal, alteration, contamination, misuse, or interference caused by Customer, owner, other contractors, other trades, or third parties constitutes additional work unless caused by TOWNER COMMUNICATIONS.

9.12 Materials; Storage; Title; Risk of Loss.

Customer shall pay for materials and equipment properly procured for the project in accordance with the applicable payment schedule, including reasonable storage and handling charges where work is delayed or materials cannot be installed as scheduled. To the extent permitted by law and controlling project documents, title to unpaid TOWNER COMMUNICATIONS-furnished materials and equipment remains with TOWNER COMMUNICATIONS until payment; risk of loss for materials delivered to and accepted for storage at the project site passes to Customer except to the extent loss is caused by TOWNER COMMUNICATIONS. This provision does not waive or impair lien, bond, or statutory payment rights.

9.13 Back-Charges and Setoffs.

No back-charge, deduction, setoff, chargeback, or similar assessment shall be made unless Customer provides reasonably prompt written notice describing the alleged condition and proposed charge, gives TOWNER COMMUNICATIONS a reasonable opportunity to inspect and, where reasonably curable and not an emergency, a reasonable opportunity to correct work for which it is contractually responsible. Any charge must be reasonably documented, directly attributable to TOWNER COMMUNICATIONS’ scope, and reasonably mitigated.

9.14 Liquidated Damages and Delay Assessments.

No liquidated damages, delay damages, penalties, owner assessments, pass-through delay claims, or similar damages apply to TOWNER COMMUNICATIONS unless expressly accepted in a project-specific agreement signed by an authorized officer of TOWNER COMMUNICATIONS. TOWNER COMMUNICATIONS shall not be liable for such damages to the extent attributable to causes outside its reasonable control, concurrent delay caused by others, changes in work, unavailable work areas, resequencing, acceleration, nonpayment, or other excusable delay.

9.15 Retainage.

Any retainage applicable to TOWNER COMMUNICATIONS shall be expressly stated in the project-specific agreement and shall not exceed applicable legal limits. Release, reduction, substitution, and withholding of retainage are governed by the controlling agreement and applicable law. Minor incomplete or corrective items shall not justify withholding amounts materially disproportionate to the reasonable value of such items where prohibited by law or the applicable agreement.

9.16 Warranty Commencement; Punch List.

Unless a project-specific agreement or manufacturer warranty expressly provides otherwise, the duration of any TOWNER COMMUNICATIONS workmanship warranty for project work is the warranty period stated in the applicable Proposal; if no separate project warranty period is stated, the thirty (30) day warranty period in Section 5.1 applies. The applicable workmanship warranty begins upon the earlier of: (i) substantial completion of TOWNER COMMUNICATIONS’ scope; (ii) beneficial use or occupancy of the applicable System or portion of the work; or (iii) written acceptance of TOWNER COMMUNICATIONS’ work. Warranty obligations do not restart or extend because of delays in completion of unrelated project work. Minor punch-list items do not prevent substantial completion where the System can be used for its intended purpose, subject to applicable law and controlling project documents.

9.17 Schedule Float.

Unless a project-specific agreement expressly provides otherwise, TOWNER COMMUNICATIONS does not guarantee exclusive ownership of project float and does not agree that available float is reserved solely for Customer, owner, or general contractor. TOWNER COMMUNICATIONS is not responsible for schedule impacts caused by prior consumption of float by others or delays for which it is not responsible.

9.18 Claims and Notice.

TOWNER COMMUNICATIONS shall provide notice of material changed conditions, delays, claims, or requests for additional compensation within a commercially reasonable time after becoming aware of the basis for the claim, subject to enforceable project-specific notice requirements. To the fullest extent permitted by law, failure to comply strictly with a technical notice formality shall not waive a claim where Customer had actual or constructive notice and was not materially prejudiced; provided that this general provision does not override a mandatory statutory or expressly negotiated project-specific deadline.

9.19 Public Work and Statutory Requirements.

For public works or projects subject to mandatory payment, retainage, bond, prevailing-wage, certified-payroll, notice, or other statutory requirements, applicable mandatory law controls over inconsistent provisions of these Terms. Project-specific documents should identify such requirements. Nothing in these Terms is intended to waive a nonwaivable statutory right or obligation.

9.20 Project-Specific Construction Terms.

TOWNER COMMUNICATIONS and Customer may enter project-specific construction terms addressing scope, schedule, insurance, bonding, retainage, liquidated damages, safety, submittals, closeout, testing, prevailing wage, owner or general-contractor requirements, dispute procedures, and other project-specific matters. Such terms supplement these General Terms and modify them only to the extent the executed project-specific agreement expressly identifies the provision or subject being modified and clearly states the parties’ intent to modify it.