THIS AGREEMENT (the “Agreement” or “Contract”) governs the provision of equipment, installation, and professional services by TNC Communications (“Company” or “TNC” or “Us” or “We” or “Our”),  to the client (hereinafter “Client” or “You” or “Your”) identified on the associated quote, estimate, or proposal (hereinafter “Proposal” or “Quote”). By accepting a quote, estimate, or proposal from Us, You explicitly and expressly acknowledge, accepts, and agrees to be bound by the terms and conditions set forth herein, as well as the Master Business Services Agreement located at: www.tncconnected.com/master-terms or otherwise located at www.tncconnected.com , which is incorporated by reference herein.

1. SCOPE OF SERVICES AND MODIFICATION
   1. Entire Agreement as to Scope. We shall perform only those services and provide only those materials expressly enumerated in the written Proposal or statement of work ( the “Scope of Work”). Any items, services, or configurations not explicitly identified therein are strictly excluded from Our obligations.
   2. Change Orders. Any modifications, addition, or deviation from the Scope of Work shall require a written Change Order executed by an authorized representative of both parties. We shall be under no obligation to perform out-of-scope work absent a fully executed Change Order. Such work shall be billed at Our prevailing hourly rates plus the cost of materials.
   3. Pre-Existing Conditions. We assume no liability or responsibility for remediation of pre-existing site conditions, including but not limited to, structural defects, code violations, hazardous materials, or latent defects in existing electrical or telecommunications infrastructure. Remediation of these issues is the sole responsibility of the Client.
2. COMPENSATION, DEFAULT, AND DISPUTE RESOLUTION.
   1. Payment Terms. You agree to tender payment in strict accordance with the terms specified on the associated invoice or Proposal.
   2. Late Penalties and Default. Time is of the essence regarding payment. Any undisputed balance remaining unpaid beyond the specified terms shall accrue interest at a rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permissible by applicable law, whichever is less. Furthermore, title to all hardware, equipment, and materials shall remain vested in Us until payment in full is received. We reserve the right to reclaim unpaid equipment.
   3. Dispute resolution and Waiver of Chargeback. You shall provide detailed written notice to Us of any disputed charges, missing materials, or visible service defects within five (5) business days of invoice receipt or completion of installation. FAILURE TO PROVIDE WRITTEN NOTICE WITHIN THIS FIVE (5) DAY PERIOD SHALL CONSTITUTE AN ABSOLUTE AND IRREVOCABLE WAIVER BY YOU OF THE RIGHT TO DISPUTE ANY MATERIAL, SERVICE, OR INVOICE AMOUNT. FURTHERMORE, YOU EXPRESSLY WAIVE ANY RIGHT TO INITATE A CHARGEBACK PURSUANT TO THIS AGREEMENT WITHOUT FIRST EXHAUSTING OUR INTERNAL DISPUTE RESOLUTION PROCESS. YOU ADDITIONALLY WAIVE ANY RIGHT TO INITIATE A CHARGEBACK FOR SERVICES OR MATERIALS DELAYED OR UNDELIVERED DUE TO FORCE MAJEURE OR UNFORESEEN CIRCUMSTANCES OUTSIDE OF OUR DIRECT CONTROL, AS FURTHER DEFINED IN SECTION 6.
   4. Breach via Unauthorized Chargeback. Should You initiate an unauthorized chargeback in violation of 2.3, such action shall constitute a material breach of this Agreement. You shall be liable for the original invoice amount, all merchant and processor chargeback fees, a $250.00 administrative fee, and any reasonable attorneys’ fees and costs incurred by Us in collection efforts.
   5. Security Interest and UCC-1 Authorization. To secure complete and timely payment of all amounts owed hereunder, You hereby grant to Us a continuing, first-priority purchase-money security interest in all equipment, hardware, and materials provided under this Agreement, as well as a blanket security interest in all general corporate assets of the Client. You expressly authorize Us to file one or more UCC-1 Financing statements in the relevant jurisdictions to perfect this security interest. You explicitly acknowledge and agree that any financial liability arising from an unauthorized cancellation, unpaid administrative or restocking fees, or an unauthorized chargeback shall constitute an immediate default and a secured debt, granting Us the absolute right to execute and file a UCC-1 financing statement to recover the owed balance.
   6. Real Property Liens. You acknowledge and explicitly agree that We reserve the right to file a Mechanic’s Lien, Claim of Lien, or similar encumbrance against the real property and premises where the installation services are performed in the event of non-payment, subject to applicable state law.
   7. Repossession and Recovery Costs. In the event of an uncured default, TNC or its designated third-party agents shall possess the absolute right to terminate services, disable software/system functionality, and repossess any equipment for which full payment has not been received. You agree to bear all costs associated with such recovery, including but not limited to third-party repossession fees, administrative costs, attorneys’ fees and other collections costs, which shall be added to the outstanding balance.
3. YOUR OBLIGATIONS AND SITE READINESS
   1. Site Access. You shall provide Our personnel with safe, unencumbered access to the installation site during standard business hours, and shall ensure the site is structurally, electrically, and telecommunications prepared for the installation. This includes providing necessary power, necessary data and network connections/availability, clearing the work area of furniture/obstructions, ensuring structural prerequisites are complete, and that any third-party network, IT, Technology, MSP, data, and television provider has created any necessary access and provided the equipment necessary for Us to perform the work proposed.
   2. Delay & Dispatch Fees. In the event Our personnel arrive at the site and are unable to commence or complete work due to Your failure to satisfy the requirements of Section 3.1, or due to interference by other trades, You shall be assessed a dispatch fee, in addition to standard hourly labor rates for all time lost.
   3. Right of Access for Recovery. You hereby grant Us, Our employees, and our agents an irrevocable license to enter Your premises at any reasonable time to inspect, disable, or recover equipment subject to default. You explicitly waive any claims of civil trespass arising from Our lawful execution of this recovery right and agrees not to interfere with, impede, or post trespass notices intended to circumvent Our contractual right of repossession.
   4. Unless otherwise stated in the Proposal, You are responsible for obtaining any necessary building permits, facility approvals, or landlord permissions.
4. WARRANTIES AND LIMITATIONS
   1. Limited Workmanship Warranty. We warrant that all installation services shall be performed in a professional and workmanlike manner. This workmanship warranty shall extend for a period of thirty (30) days from the date of substantial completion.
   2. Voidance of Warranty. The warranty set forth in Section 4.1 shall be immediately rendered null and void if You or any unauthorized third party alters, modifies, repairs, or otherwise tampers with the installed systems or cabling.
   3. DISCLAIMER OF HARDWARE WARRANTIES. WE ARE NOT THE MANUFACTURER OF THE EQUIPMENT OR HARDWARE PROVIDED HEREUNDER. ALL HARDWARE IS PROVIDED “AS IS” BY US, SUBJECT EXCLUSIVELY TO THE ORIGINAL MANUFACTURER’S EXPRESS WARRANTIES. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
   4. Final Acceptance. Upon completion of the installation, You or Your representative shall inspect the work. Use of the installed system or failure to report a defect in writing within 48 hours constitutes formal, irrevocable acceptance of the work.
5. CANCELLATION, RETURNS, AND LIQUIDATED DAMAGES
   1. Standard Cancellations. You may cancel or reschedule services upon providing no less than forty-eight (48) hours’ prior written notice. If You cancel subsequent to the procurement of standard materials, You shall be liable for a twenty percent (20%) restocking fee, plus all incurred shipping and freight costs. Deductions will be made from any deposits prior to issuing a partial refund.
   2. Special Order Equipment. ALL HIGHLY CUSTOMIZED CONFIGURATIONS, SOFTWARE LICENSES, AND SPECIAL ORDER ENTERPRISE EQUIPMENT (INCLUDING BUT NOT LIMITED TO LG PRO:CENTRIC SERVERS) ARE STRICTLY NON-REFUNDABLE UPON COMMENCEMENT OF PROCUREMENT OR THREE (3) BUSINESS DAYS AFTER ACCEPTANCE AND/OR PAYMENT RECEIVED FOR PROPOSAL.
   3. Discretionary Returns. At its sole and absolute discretion, We may authorize the return of special-order equipment. Any such authorized return must be in writing and shall be subject to a minimum fifty (50%) restocking fee, plus all return freight and manufacturer-imposes penalty fees. Deductions will be made from any deposits prior to issuing a partial refund.
6. FORCE MAJEURE AND EXCUSABLE DELAY
   1. Excusable Delay. We shall not be deemed in breach of this Agreement, nor liable for any damages, liquidated or otherwise, resulting from any delay or failure in performance arising out of causes beyond our reasonable control.
   2. Covered Events. Such causes include, but are not limited to: Acts of God, severe weather, natural disasters, public health emergencies, supply chain or logistical disruptions, global or regional raw material shortages, manufacturer backorders, unexpected product end-of-life (EOL) designations, port congestion, customs delays, vendor bankruptcies, labor strikes, civil unrest, or governmental mandates.
   3. Extension of Time. Upon the occurrence of a force majeure event, Our time for performance shall be automatically extended by a period equivalent to the duration of the delay. You acknowledge and expressly agree that enterprise hardware lead times are subject to third-party availability and such delays shall not constitute valid grounds for cancellation without penalty.
   4. Excusable Delay Does Not Constitute Grounds for Cancellation. You expressly acknowledge that lead times for enterprise technology, special orders, and hardware are subject to global supply chain volatility and third-party vendor availability. An excusable delay governed by this Force Majeure section, included but not limited to equipment backorders or shipping delays outside Our direct control, shall strictly not constitute a breach of this Agreement by Us, nor shall it afford You any right to cancel the order, demand a refund, or initiate a chargeback.
   5. Breach via Unauthorized Cancellation and Right of Recovery. Should You attempt to cancel the Agreement, refuse future delivery, or initiate a chargeback on the basis of an excusable delay, such action shall constitute an immediate material breach of this Agreement. Upon such breach:
   6. Equipment Liability. You shall become immediately liable for all applicable cancellation penalties, administrative fees and restocking fees as defined in Section 5, in addition to the full invoiced cost of any non-refundable or special-order equipment. For the purposes of this Agreement, Your liability for such equipment costs attaches immediately upon the payment of invoice or quote, or the moment We commence the procurement process including, but not limited to, the issuance of purchase orders or financial commitments to manufacturers and distributors, whichever occurs first.
   7. Right of Lien and Recovery. We expressly retain the absolute right to without any deposits, pursue aggressive collections, and file all applicable legal encumbrances, included but not limited to Mechanic’s Liens, Claims of Lien, and UCC-1 financing statements, against You, any Guarantor, and the physical premises to recover these monetary damages, regardless of whether the physical materials have been delivered to the installation site.
   8. Revocation of Discounts. Any discounts, promotional pricing, or bundled concessions provided on the Quote are strictly contingent upon Your full and complete performance of this Agreement. In the event of a material breach, including unauthorized cancellation or chargeback, all discounts shall be immediately and retroactively revoked. You shall become instantly liable for the full, un-discounted standard retail rates for all materials, equipment, installation, and services provided.
   9. Pre-Installation Labor, Staging, and Administrative Unwinding. You explicitly acknowledge and agree that labor line items involve substantial off-site preparation prior to physical shipment, installation, and final acceptance and are bundled into one and include, but not limited to, installation, programming, staging, and commissioning, involve substantial off-site preparation prior to deployment. Off-site preparation is deemed to have commenced, including but not limited to, the moment We begin preliminary engineering, network mapping, MAC/serial address documentation, server provisioning, or channel lineup configurations Upon breach or cancellation after such work has commenced, We reserve the right, at its sole and absolute discretion, to either:
      1. bill You for the entirety of the bundled labor line item; or
      2. bill for the aggregate of all off-site time expended on the project to date, including but not limited to, engineering, staging, and programming already completed, plus all subsequent administrative time required to process cancellations with manufacturers and distributors, reverse software licensing, and manage vendor RMAs. This aggregate time shall be billed at our Project Unwinding & Administrative Rate of $375 per hour, subject to a strict two (2) hour minimum, regardless of whether the physical equipment has reached the final installation site to cover this time spent.
   10. Unavoidable supply chain delays or material unavailability do not constitute valid grounds for You to cancel, demand a refund, or initiate a chargeback without incurring the cancelation penalties, unless an alternative resolution is explicitly authorized in writing by Us.
7. LIMITATION OF LIABILITY AND INCORPORATION BY REFERENCE
   1. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, NETWORK DOWNTIME, TELECOMMUNICATION DOWNTIME, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. OUR AGGREGATE CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU UNDER THE SPECIFIC PROPOSAL GIVING RISE TO THE CLAIM.
   2. Incorporation of Master Terms. These Quote Terms and Conditions for installation and professional services are supplementary to, and operate in conjunction with, our Master Business Services Agreement. By proceeding with this transaction, accepting the Proposal, or by making any payment, You explicitly acknowledge and expressly agree to have reviewed, understood, and agreed to be bound by the Master Business Services Agreement, as well as the Acceptable Use Policy, Consent to Electronic Delivery of Disclosures and Communications, Privacy Policy, Taxes, Surcharges, and Fees schedule, Copyright Notice, CPNI Opt-out, E911 & VoIP Policy, and the Law Enforcement Policy, all located at tncconnected.com/master-terms or otherwise found at www.tncconnected.com. However, in the event of any direct conflict, contradiction, or inconsistency between the terms of the Master Business Services Agreement and the express terms contained within these Quote Terms and Conditions, the terms of these Quote Terms and Conditions shall strictly govern and control for the purposes of this specific transaction.
8. GENERAL PROVISIONS AND INTERPRETATION
   1. Headings for Convenience. The section and subsection headings contained in this Agreement are included solely for convenience and reference purposes. They shall not be used to define, limit, extend, or interpret the scope or intent of the text within any provision of this Agreement.
   2. Singular and Plural Interpretation. Whenever the context so requires, words used in the singular shall include the plural, words used in the plural shall include the singular, and the use of any gender shall be deemed to include all genders.
   3. Opportunity to Consult Counsel. You explicitly acknowledge and agree that You have carefully read this entire Agreement, as well as any and all other applicable policies, guidelines, and terms of service posted at tncconnected.com, which are hereby incorporated by reference. You further explicitly acknowledge that You have had a reasonable amount of time and the full opportunity to consult with independent legal counsel of their own choosing prior to acceptance and fully understand their legal rights and obligations hereunder. You are entering into this Agreement freely, voluntarily, and without duress.
   4. Acceptance and Electronic Signatures. Acceptance of this Agreement may be evidenced by a physical signature, written or digital authorization to proceed, the payment of any deposit or invoice/quote, or the physical use of the installed equipment or services. You expressly agree that any and all forms of electronic or digital signature including, but not limited to, formal e-signature platforms, typed names or initials in digital documents, stylus or finger-drawn signatures on devices, or explicit email or text authorizations, shall be legally recognized pursuant to the federal E-SIGN Act and applicable state laws. You agree that electronic signatures, digital acceptances, and performance-based acceptance, such as payment, shall possess the exact same legal validity, enforceability, and binding effect as a traditional wet-ink signature.
   5. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, ambiguous, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions. The offending provision shall be modified to the minimum extent necessary to make it legally enforceable while preserving the original intent of the parties.
   6. We make every effort to ensure the accuracy of its Proposals, Quotes, and technical documentation. However, we are not liable for unintentional typographical errors, mathematical miscalculations, or clerical omissions, and reserve the right to correct any such errors without penalty or breach of contract.
   7. Mutual Drafting and Ambiguities. You and TNC acknowledge that both parties have had the opportunity to review and negotiate this Agreement. Therefore, the traditional legal rule of construction, that ambiguities are to be resolved against the drafting party, shall strictly not apply to the interpretation of this Agreement or any associated documents.