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<br />Verity Master Agreement _12052016fWA2 3
<br />3.4. Payment Mechanics. Customer will pay all amounts due under this Agreement in U.S. Dollars. All payments are to be made to
<br />Hart at its principal office in Austin, Texas, as set forth on the signature page or to such other location as may be designated by
<br />Hart in a notice to Customer. Hart reserves the right to require C.O.D. payment, a letter of credit, or other security for payment if
<br />it determines that such terms are required to assure payment. Customer shall promptly notify Hart in writing of any change to
<br />Customer’s name, address, or billing information.
<br />3.5. Late Fees. Hart may impose interest at the lower of: (1) one and one-half percent (1½%) per month, or (2) the highest rate of
<br />interest then permitted by applicable law for all past due balances , compounded monthly and rounded to the next highest whole
<br />month. Customer also agrees to pay or reimburse all fees and expenses reasonably incurred by Hart in collecting any amounts
<br />due under this Agreement, including, but not limited to, all attorneys’ fees associated therewith . Hart shall have the right, in
<br />addition to any and all other rights and remedies available at law or in equity, to delay or cancel any deliveries , to reduce or
<br />cancel any or all quantity discounts extended to Customer, and/or to suspend the provision of Services if Customer is in default
<br />of payments or any other material term of this Agreement.
<br />3.6. Billing Disputes. If any dispute exists between the parties concerning the amount due or due date of any payment, Customer
<br />shall promptly pay the undisputed portion. Such payment will not constitute a waiver by Customer or Hart of any of their
<br />respective legal rights and remedies against each other. Customer has no right of set-off.
<br />4. HARDWARE SPECIFIC TERMS
<br />4.1. Delivery. Hart will provide estimated shipment dates upon acceptance of Customer’s signed quotation. Shipment dates on Hart
<br />quotations are approximate only and Hart will not be subject to liability for late or delayed shipment. In the event Customer is
<br />unable to receive the Hardware Products at the time of delivery Hart, at its sole option and convenience, may deliver such
<br />products to storage at any suitable location including Hart’s facilities. All costs incurred by Hart for the transportation, storage,
<br />and insurance of such Hardware Products shall be borne by Customer.
<br />4.2. Acceptance. Customer shall examine all Hardware Products promptly upon receipt thereof. Within ten (10) business days of
<br />such receipt, Customer shall notify Hart in writing of any manner in which Customer claims that the Hardware Products fail to
<br />conform to their applicable specification, or as to any claimed shortages, or shipments errors. If no written notification is received
<br />by Hart within such period, the Hardware Products delivered hereunder shall be deemed accepted by Customer (“Hardware
<br />Acceptance”). Hardware Product will be deemed conforming if it meets Hart’s published specificati on for such Product, and any
<br />specifications identified on the applicable quotation. Upon Customer’s Acceptance, any defects in material or workmanship shall
<br />be addressed pursuant to the warranty in Section 9 below.
<br />4.3. Installation. A Hart representative may install the Hardware Products at the Customer’s site on a mutually agreed upon date
<br />during Hart’s normal working hours, within ten (10) business days of delivery, or as soon as is practicable for both parties. Billing
<br />will occur on the date the Hardware is shipped to the Customer’s site, per Section 3.1 If additional labor and rigging or Customer-
<br />specified customization is required for installation due to Customer’s special site requirements, Customer will pay t hose costs
<br />including costs to meet union or local law requirements.
<br />4.4. Title and Transportation. Hardware Products are shipped Ex Works (Incoterms 2010) from Hart’s designated shipping point.
<br />Title transfer shall be deemed to occur upon Hart making such Hardware Products available to the carrier at Hart’s designated
<br />shipping point. Risk of loss of, or damage to, thereto will pass to Customer upon delivery to Customer. Hart reserves the right to
<br />select the method and routing of transp ortation and the right to make delivery in installments unless otherwise specified at the
<br />time of quotation acceptance by Hart but in no event will the carrier be deemed the agent of Hart. Notwithstanding the foregoing,
<br />if customer chooses a financing option offered by Hart, then title to hardware will pass to Customer according to the terms o f the
<br />finance agreement.
<br />4.5. Rescheduling and Cancellation. Except in the event of unreasonable delays beyond the quoted delivery dates or an uncured
<br />default of a material term of this Agreement by Hart, Customer shall not have the right to change, cancel, or reschedule an
<br />accepted quotation in whole or in part without the prior consent of Hart. In the event Customer requests a rescheduling of any
<br />Hardware Product and such request is accepted by Hart, Customer agrees to promptly pay Hart’s standard reschedule charge.
<br />Hart may not cancel a quotation after it has accepted Customer’s signed submission thereof. Customer may not cancel an order
<br />after submission to Hart of a signed quotation. Any cancellations following such times will be at the non-cancelling party’s sole
<br />discretion and upon terms dictated by the non-cancelling party.
<br />5. SOFTWARE SPECIFIC TERMS
<br />5.1. License. Subject to the terms and conditions of this Agreement and for so long as Customer has a current License and Support
<br />Subscription in effect, Hart grants to Customer (i) a personal, nonexclusive, nontransferable, and limited license to use the Hart
<br />Proprietary Software (which includes Firmware, meaning the Hart Proprietary Software embedded in any Verity system device
<br />that allows execution of the software functions) and (ii) a personal, nonexclusive, nontransferable, and limited sublicense to use
<br />the Sublicensed Software, if applicable. With this right to use, Hart will provide Customer, and Customer will be permitted to use,
<br />only the run-time executable code and associated support files of the Software for Customer’s internal data processing
<br />requirements as part of the Verity system. The Software may be used only at the Licensed Location specified as the jurisdiction
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