1.    Products and Services. Customer agrees to acquire from AWW the services (“Services”), software (“Software”) and equipment (“Equipment”) identified on the schedules to this Agreement (“Schedules”).  Services, Software and Equipment are collectively referred to as “Products.” The effective date of the Initial Term for any Product will be the date that the applicable Product is available for use or, if previously installed and available for use, the date hereof. Customer will take all actions necessary to effectuate the Initial Term in a timely fashion. The Parties acknowledge that certain Products may be managed by a subsidiary, agent, or contractor of All Ways Wireless, Inc.
2.    Payment Terms: Customer agrees to pay all fees as defined in the Sales Order in U.S. Dollars and payments are made in advance.  If Terms are extended the Customer shall pay each invoice within fifteen (15) days of receipt of the invoice.  Any payment not received by the due date shall accrue interest at a rate of 1.5% per month or the highest rate permissible under law. If the Customer disputes any portion of an invoice, the Customer shall notify Service Provider in writing within ten (10) days of receipt of the disputed amount along with a reason (the Customer shall pay the undisputed portion of the invoice within the payment term).  The Customer shall be responsible for any sales, use, excise, value-added, or other taxes or duties imposed by applicable law on the products and services provided. The Customer will be notified with a minimum of 60 days, for any pricing change from AWW and at least 30 days for any pricing change from a third-party supplier.

3.    Term and Termination. This Agreement shall commence on the Effective Date and continue for 3 years or until terminated by either party upon thirty (30) days' written notice. This agreement will automatically renew for periods of 1 year under the same terms and conditions unless otherwise specified with a renewal or other such amendments.
4.    Confidentiality. The parties agree to keep all designated confidential information private, including customer data, business plans, proprietary technologies, pricing, terms of this Agreement, proposals, and business-related information. Confidential Information excludes the fact that the parties are in a business relationship. Neither party shall disclose Confidential Information to third parties or use it outside the scope of this Agreement, except to entities bound by similar non-disclosure obligations. Customer must obtain written permission from AWW before disclosing any of its Confidential Information to competitors. The confidentiality obligation does not apply to information that: (a) is publicly available through no fault of the receiving party; (b) was lawfully in the possession of the receiving party without confidentiality obligations; (c) is disclosed by a third party not bound by confidentiality; (d) is required to be disclosed by law, to the extent necessary; (e) is approved in writing for disclosure; or (f) is independently developed without reference to the Confidential Information. Unauthorized use or disclosure may cause irreparable harm, and the disclosing party may seek injunctive relief without posting bond.
5.    Intellectual Property. The parties acknowledge and agree that for AWW to perform one or more of its obligations under this Agreement in connection with a specific software (or any specific parts thereof) AWW may, in some instances, need to utilize certain of AWW’s own proprietary pre-existing code, technology, or software (“AWW IP”). Such AWW IP shall not be deemed included in the Services provided hereunder, and all rights in and to such AWW IP are and shall remain the sole and exclusive property of AWW. 
6.    Indemnification. You shall release, indemnify, defend, and hold harmless AWW, its affiliates, directors, officers, shareholders, employees, and agents from and against all claims, judgments, damages, liabilities, settlements, losses, costs, expenses, and recoveries for any amounts claimed due, including penalties, interest, and reasonable attorneys’ fees and disbursements, to the fullest extent permitted by applicable law, for which AWW is held legally responsible (“Claims”) by any party or parties arising from or relating to: (i) your failure or refusal to perform your duties and responsibilities under this Agreement; (ii) your failure or refusal to comply with any federal, state, or local law; (iii) any inaccuracy in or breach of any of your representations or warranties contained in this Agreement; (iv) your use of any Services hereunder that is not in accordance with any applicable restrictions, limitations, or obligations that AWW has communicated to you; or (v) any unauthorized use by you of AWW IP or Confidential Information, as defined herein. Customer will defend AWW against any such Claims and will pay, without limitation, all litigation costs, reasonable attorneys’ fees and court costs, settlement payments, and any damages awarded or resulting any such Claims. This indemnification provision, and all other indemnification provisions of this Agreement, shall survive the termination of this Agreement.
7.    Limitation of Liability. To the fullest extent permitted by applicable law, the total liability of AWW, its affiliates, officers, employees, agents, and subcontractors (collectively, "Provider Parties") for any and all claims, damages, liabilities, losses, or expenses (including attorneys' fees) arising out of or in any way related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by Customer to AWW under this Agreement. In no event shall Provider Parties be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, revenue, goodwill, or data, even if Provider Parties have been advised of the possibility of such damages. This limitation of liability is a fundamental part of the basis of the bargain between the parties and reflects an allocation of risk that is inherent in the provision of services under this Agreement. Each party acknowledges that the other party would not have entered into this Agreement without this limitation of liability. 
8.    Acceptable Use. Products purchased cannot be resold or transferred except to Customer's employees. Customer is fully liable for all use of the Products. Products must not be used unlawfully, abusively, fraudulently, or in violation of others' rights. Customer will defend, indemnify, and hold harmless AWW and affiliates from any claims or damages arising from use of the Products. Broadband speed claims are maximum possible speeds and are not guaranteed; actual speed may vary.
9.    Warranty. AWW warrants that services will be performed professionally, adhering to industry standards, and will meet the specifications in the applicable Statement of Work (SOW). Equipment warranties are provided by the Original Equipment Manufacturer (OEM), with terms according to their provisions. AWW will reasonably support Customer in servicing OEM warranty claims. Except as stated, AWW provides no other warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. No additional warranties are created by any information or advice from AWW or its representatives.
10.    Dispute Resolution. If a dispute arises from this Agreement and cannot be resolved through negotiation, the parties agree to mediate with a mutually selected mediator or the American Arbitration Association (AAA). Each party will cover its own expenses and share mediation costs equally. Mediation details and results will remain confidential. If mediation fails, parties may seek legal remedies. Time-related defenses are paused during mediation. Parties may seek injunctive relief without waiving the mediation obligation.
11.    Miscellaneous
11.1.    Entire Agreement. This Agreement, including all attachments, exhibits, schedules, and appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.
11.2.    Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall continue in full force and effect.
11.3.    Waiver.  No waiver of any term or condition of this Agreement shall be valid or binding unless made in writing and signed by the party against whom the waiver is to be enforced. No failure or delay in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder.
11.4.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Hernando County, Florida without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts located in Hernando County, Florida for any disputes arising out of or relating to this Agreement.
11.5.    Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by confirmed facsimile or email, (c) one business day after being sent by a nationally recognized overnight courier service, or (d) three business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, to the party to whom such notice is directed at the address on record (or such other address as may be specified by a party in a notice given in accordance with this provision).
11.6.    Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement.
11.7.    Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have the authority to bind or obligate the other party in any manner.
11.8.    Headings. The headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.
12.    Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, labor strikes, lockouts, pandemics, epidemics, supply chain disruptions, or any other similar events or circumstances beyond the reasonable control of the affected party. In the event of force majeure, the affected party shall promptly notify the other party and use all reasonable efforts to mitigate the effects and resume performance as soon as possible.
13.    Survival. It is agreed that certain obligations of the parties under this Agreement, which, by their nature would continue beyond the termination, cancellation, or expiration of this Agreement, shall survive termination, cancellation or expiration of this Agreement.  Such obligations include, by way of illustration only and not limitation, those contained in the Identification, Indemnity, Confidentiality, Limited Liability and Warranty clauses.
14.    Amendments. Amendments to this Agreement shall have prevailing terms and conditions specified by product and class of products that supersede the terms that are shared.  With respect to terms and clauses that are not shared between Amendments and Agreement, the terms and clauses herein will apply.