DEFENSIVE NETWORKS

SALES AND SERVICES PURCHASING TERMS

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

THE TERMS AND CONDITIONS OF PRODUCT SALES AND SERVICE PROJECTS ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU (“CUSTOMER”) ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING THE DEFENSIVE NETWORKS AFFILIATE IDENTIFED ON THE INVOICE, STATEMENT OF WORK OR OTHER DEFENSIVE NETWORKS DOCUMENTATION (“SELLER” or “RESELLER”) TO PROVIDE PRODUCT OR PERFORM OR PROCURE ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS, UNLESS CUSTOMER AND SELLER HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.

ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS OR SERVICES AND RESULTS THEREOF POSTED ON ANY SELLER WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN SELLER AND CUSTOMER.

Important Information About These Terms and Conditions

These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either “Terms and Conditions” or this “Agreement”. Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or shopping on any Seller Website or Mobile Application (each, a “Site”) or otherwise requesting first party or third party vendor products and services (the “Products” or “Products and Services”) or engaging Seller to perform or procure any Services (as this and all capitalized terms are defined herein). These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on a Site at the time Customer places an order or signs a Statement of Work will govern the order in question unless otherwise agreed in writing by Seller and Customer.

Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Seller. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.

Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties for the performance of Services other than Third Party Services (each, a “Statement of Work”). This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.

Description of Products and Services.
- Defensive Networks is engaged in the resale and distribution of a wide range of Information Technology (IT), Cybersecurity, and Telecommunications products, including but not limited to software, hardware, and related services ("Products and Services"). The scope of Products and Services provided under this Agreement is as follows:
  - Software: The Reseller offers a variety of software solutions that cater to IT infrastructure, data management, cybersecurity protection, and telecommunications. This includes, without limitation, operating systems, business applications, security software, and specialized software for managing and securing IT and Telecommunications networks.
  - Hardware: The Reseller's hardware offerings encompass a comprehensive range of IT and Telecommunications equipment. This includes networking equipment, network security devices, and other hardware integral to the operation, security and management of IT and Telecommunications systems.
  - Cybersecurity Products: Emphasizing the importance of security in the digital age, the Reseller provides advanced cybersecurity products designed to safeguard digital assets. This includes firewalls, intrusion detection systems, encryption tools, antivirus programs, and other cybersecurity solutions.
  - Telecommunications: The Reseller provides software, brokered services, and hardware products specifically designed for the telecommunications industry. This includes Internet Service Provider (ISP) Connectivity, Wide Area Network (WAN) connectivity, network management components and software, VOIP solutions, and other telecommunications-specific offerings. Customer acknowledges that many telecommunications products are controlled tariffed products that may be purchased directly through a local third-party provider or carrier in conjunction with Defensive Networks via a broker agreement and are not be subject to the terms of this Master Purchasing Agreement.
  - v. Services: Reseller offers a variety of services including, but not limited to, installation, configuration, troubleshooting, consulting, advisory, and optimization of IT, Cybersecurity, and Telecommunications systems. These services are provided to ensure optimal performance and security of the Products and may be included as part of a package or offered separately.
- The Reseller commits to supplying Products and Services from vendors meeting industry norms for their quality and reliability. The Reseller does not manufacture any of the products but acts as an intermediary and ensures such Products and Services are made available to Customer. The Reseller is responsible for staying informed about technologies and updates in the IT, Cybersecurity, and Telecommunications sectors to ensure that the Customer is provided with meaningful solutions.
- Unless otherwise explicitly stated in any subsequent order for products or services from Reseller (“Purchase Order”), Products and Services provided under this Agreement are subject to the terms and conditions of the respective manufacturers or service providers.
- Reseller Obligation. The Reseller's role includes facilitating the acquisition of solutions to meet the Customer's stated needs, providing the Customer with options considering various elements (e.g. performance, cost, and compliance) as well as industry standards and norms. The Reseller endeavors to make all commercially practicable efforts to ensure that the Customer receives the necessary licenses, shipped hardware, warranties, and service agreements that accompany the Products and Services sold under this Agreement or any Purchase Order.
Terms and Conditions for Resold Software and Hardware. Customer’s obligations under any subsequent Purchase Order for Software and Hardware Services, including its payment obligations and terms of usage are subject to the any third-party services terms and conditions on such third-party's website or products, unless Customer has entered into a written agreement with Defensive Networks and/or such third-party covering Customer’s purchase and use of the same products and services from such third-party (“Vendor”), in which case in the case of conflict between any such agreement and this Agreement, such third-party agreement shall control. It is important to note that most Vendor License subscription terms will automatically renew for an additional one-year term at a 5% increase to the rate listed on the applicable Order Form unless (i) otherwise indicated in the third party vendor contract that governs the customer's use of the offering or (ii) either party provides the other with written notice of its election not to renew at least 60 days prior to the anniversary date.
Payment Terms. Payment terms are net 30 from the date of invoice unless otherwise specified on an individual order in writing by Reseller (“Payment Due Date”). Any payments not received by the Payment Due Date shall be considered past due. Late payments will be subject to a late payment fee of 1.5% per month up to the maximum rate allowed by law until paid in full. In the event of non-payment, the Customer agrees to pay all costs and expenses, including reasonable attorney fees, incurred in the collection of the outstanding amount. All payments shall be made in U.S. Dollars. Reseller or a Vendor may suspend performance at any time if Customer fails to pay invoice(s) by the Payment Due Date. Nothing herein or in any Purchase Order limits Reseller’s remedies in the event Customer fails to pay Reseller. If Customer disputes any portion of an invoice, Customer must notify Reseller in writing within ten (10) days of the invoice date, providing a detailed description of the dispute. The Customer’s obligation to pay the undisputed portion of the invoice shall not be affected by any such dispute.
Non-Cancellable/Non-Refundable. Services purchased are non-cancellable and all Fees paid to Reseller are non-refundable.
Taxes and Duties. In addition to any payments due to Defensive Networks under this Agreement, the Customer agrees to pay all local, state, and federal taxes related to the goods or services sold by Defensive Networks and provided by a Vendor. In the event that Defensive Networks is required by law to collect any taxes on behalf of the Customer, the Customer agrees to promptly reimburse Defensive Networks for such taxes. Any taxes required to be paid by Defensive Networks as a result of the Customer's failure to pay or underpay any taxes due shall be the sole responsibility of the Customer.
Payment Remittance. All payments must be made via direct ACH or Wire. If physical check is required by Customer, it must be stipulated in writing upon entrance into the applicable Purchase Order, and a tracking number must be provided and sent via Certified US mail or other verified global shipper for signature receipt to Defensive Networks on or before the applicable invoice due date.
Term: The term of this agreement shall run for three (3) years from the Effective Date (the “Initial Term”). Extensions to the Initial Term may be made only upon mutual written agreement of the Parties at any time prior to the expiration of the Initial Term.
Termination: Either Party may terminate this Agreement at any time, without cause, by providing the other Party with written notice at least sixty (60) days prior to the end of the then current term.
- Obligation to Pay: By accepting the products and services provided by a Vendor, the Customer acknowledges that it has read and agrees to be bound by the terms and conditions of this agreement. Termination of this Agreement by either Party does not relieve the Customer of the obligation to pay any amounts owed to the Reseller for products or services provided prior to the date of termination. All such outstanding payments shall become due and payable in accordance with the terms specified in this Agreement.
- Multi-Year Services: In the event that the Customer has committed to multi-year services and elects to terminate this Agreement, the Customer remains responsible for the payment of all fees associated with the remainder of the service term in accordance with its payment schedule. In event of termination, the full owed amount for such multi-year services must be paid to the Reseller within thirty (30) days of the termination notification.
- Effect of Termination: Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement will automatically terminate except for any rights of action occurring prior to termination, payment obligations, and obligations that are intended to survive termination as stipulated herein.
- Survival: The rights and obligations of the Parties contained in Sections IV, VIII-XI, as well as any other provision which by its nature is intended to survive, shall survive the termination or expiration of this Agreement.
- Final Settlement: Upon termination, both Parties agree to settle all accounts and complete all outstanding obligations related to the Agreement within thirty (30) days of the effective date of termination.
Limitation of Liability. Neither Party will be liable to the other for any lost profits, indirect, special, or consequential damages for breach of this Agreement, except for breaches of obligations of confidentiality. IN NO EVENT SHALL A PARTY ‘S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL VALUE OF THE FEES PAID BY CUSTOMER DIRECTLY TO DEFENSIVE NETWORKS.
Confidential Information. During the term of this Agreement, a Party (the “Disclosing Party”) may communicate or directly or indirectly make available to the other Party (the “Recipient”) certain of its confidential and/or proprietary information, including trade secrets, know-how and other intellectual property (“Confidential Information”), to enable Provider to render the Services or provide Deliverables. Confidential Information shall not be disclosed or disseminated by Recipient without Disclosing Party’s prior written consent or used by Recipient for reasons other than those authorized herein during or after the term of this Agreement. These obligations shall not apply if such information: (i) is already in the public domain at the time of disclosure or later through no breach of this Agreement; (ii) was lawfully in Recipient’s possession prior to receipt from Disclosing Party without obligation of confidentiality; (iii) is received by Recipient from a third-party free to lawfully disclose such information; or (iv) is independently developed by Recipient without reference to Disclosing Party’s Confidential Information.
Miscellaneous.
- Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without reference to choice of law provisions. Each Party agrees that if it brings suit in a dispute arising from this Agreement it will do so in the state or federal courts of California.
- Amendment, Waiver and Assignment. No provision of this Agreement may be waived, modified or amended except by written instrument executed by both Parties. No waiver shall constitute a waiver of any subsequent breach or nonperformance. Neither Party may transfer or assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other, provided that Customer may assign this Agreement to a successor in interest to substantially all of the business to which the subject matter of this Agreement relates.
- Severability. If any provision of this Agreement is found invalid or unenforceable, the provision will be reformed, construed, and enforced to the maximum extent permissible to affect the intent of the Parties, and the other provisions of this Agreement will remain in full force and effect.
- Entire Agreement; Counterparts; Acceptance of Signatures in Various Formats. This Agreement, along with all exhibits and attachments, constitutes the complete and exclusive statement of the agreement between Defensive Networks and Customer with respect to the subject matter herein and supersedes all prior agreements, whether written or oral, and all other communications between the Parties relating to the agreement's subject matter.
- The Parties affirm their understanding that:
  - This Agreement, ancillary agreements, and related documents in connection with this Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement.
  - This Agreement and any ancillary agreements or related documents may be executed and delivered in whole or in part, in any physical or digital reproductive means, of the following formats, each of which shall be fully effective and binding upon the parties and shall be treated as valid and binding as if they were ink signatures on a hard copy of this Agreement.

Contacting Us

If you have any questions about our Sales and Services Purchasing Terms, please contact us at:

Defensive Networks, Inc
222 North Pacific Coast Highway

Suite 2145
El Segundo, CA 90245
[email protected]

*Effective as of March 18, 2025