OPTIRTC HARDWARE AND SERVICES TERMS

These OptiRTC Hardware and Services Terms (the “Terms”) are by and between OptiRTC, Inc., a Delaware corporation, with offices located at 98 North Washington St, Suite 210, Boston, MA 02114 (“Opti”) and the company specified in the accompanying Order defined below (Company), effective as of the date both Company and Opti sign the Order (the “Effective Date”). These Terms, along with the Order, are referred to herein as the “Agreement”. Each of Opti and Company may be referred to herein individually as a “Party” or collectively as the “Parties”. In consideration of the mutual promises below and other good and valuable consideration the sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GENERAL

1.1. Hardware and Services. Opti hereby agrees to provide to Company, or to its Clients (defined below) on behalf of Company, the hardware and other equipment specified in the Order (the “Hardware”) and the services specified to be performed by Opti (the “Services”) in Opti's work proposal as attached to the Order (the “Proposal”). In the event of any express conflict or inconsistency between the Terms and the terms of the Proposal, these Terms shall prevail to the extent necessary to resolve such conflict or inconsistency.

1.2. Order. For purposes of these Terms and the Agreement, “Order” means the written ordering document on the form provided by Opti that references these Terms, is duly executed by the Parties, and identifies (a) the Hardware and Services to be provided thereunder, (b) the associated fees, costs or expenses to be paid by Company for the Hardware (the “Hardware Fees”) and for the Services (the “Services Fees”, and together with the Services Fee, the “Fees”), (c) the corresponding Company “End Client” (if any) for which the Hardware and/or Services are to be delivered (each a “Client”), and (d) any other terms mutually acceptable to the Parties.

1.3. Obligations. Under no circumstances shall either Party have any obligation or be liable for any Fees or provision of Hardware or Services in connection with the Order until the Order has been executed by both Parties.

2. SERVICES

2.1. Scope of Services. Each Proposal shall include a detailed description of the Services and any specific tasks to be performed by Opti as part of such Services, and may specify (a) corresponding obligations or assumptions of the Parties and/or the Client (b) the location or facility where the Services are to be performed; (c) applicable Services Fees (or estimates thereof), including but not limited to for professional and design services, implementation and installation services, consulting services, and hardware and software procurement; (d) associated milestones; (e) associated reporting requirements, documentation requirements, assumptions or contingencies and relevant acceptance testing procedures and criteria, and/or (f) other terms mutually acceptable to the Parties.

2.2. Changes. Either Party may request changes to any Proposal by written request to the other Party (a “Change Proposal”). The Parties shall work together in good faith to evaluate the impact of such proposed changes on the terms of each applicable Proposal, and Opti shall prepare a written description detailing the nature and scope of any additional Services required to implement such changes (a “Change Order”). Each Change Order shall (to the extent applicable) specify any additional resources required, start or end dates, modified or additional Services Fees, and any other material and relevant information. Change Proposals for services outside the scope of or materially different from those set forth in the applicable Proposal shall require a mutually acceptable new Proposal.

2.3. Subcontracting. Opti may subcontract the performance of any of the Services to one or more third parties; provided, however, that Opti shall remain primarily liable and responsible to Company for the performance of such Services by its subcontractors as described in the Proposal.

2.4. Opti Personnel. Opti shall have sole authority to hire, fire, direct, control, discipline, reward, evaluate, schedule, supervise, promote, suspend and/or terminate, all Opti employees, agents, representatives, and subcontractors utilized by Opti in connection with its performance of the Services (collectively, “Opti Personnel”). Opti shall be solely responsible for the compensation of all Opti Personnel, including but not limited to payment of any corresponding and applicable worker's compensation, disability and other income and other similar benefits, unemployment and other similar insurance and for withholding income and other taxes and social security.

3. FEES AND PAYMENT

3.1. Invoicing and Payment. Opti will invoice Company for the Hardware and Services, and Company shall pay each such invoice, in accordance with the terms set forth in the Order. Opti reserves the right to charge interest on any invoiced amounts not paid in accordance with these Terms, at the rate of 1.5% per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date fully paid.

3.2. Net of Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Company shall be solely responsible for payment of any Taxes, except for those Taxes based on the income of Opti.

4. CONFIDENTIALITY

4.1. Definitions. As used herein, “Confidential Information” means any and all information, regardless of whether it is in tangible form, disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is either (a) marked as confidential or proprietary, (b) identified in writing as confidential or proprietary within thirty (30) days of disclosure, or (c) would be reasonably understood by the Receiving Party as the Disclosing Party's Confidential Information at the time of disclosure; in each case, excluding information that: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes generally publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

4.2. Obligations. Each Receiving Party shall use reasonable measures, and at least a reasonable degree of care, to protect the confidentiality of and avoid disclosure and unauthorized use or reproduction of the other Party's Confidential Information. Confidential Information of the Disclosing Party may be disclosed by the Receiving Party only to: (A) those employees and agents of the Receiving Party who have a need to know such information in connection with the performance of the Services or rights under this Agreement; and (B) legal or financial advisors or potential acquirers of the Receiving Party on a need to know basis; provided, that, in each case, such legal and financial advisors are bound by professional ethical duties, and such employees, agents or potential acquirers are bound by written confidentiality obligations, which are at least as restrictive as those set forth herein. Confidential Information of the Disclosing Party may also be disclosed by the Receiving Party if required by law or valid order of a court or other governmental authority (provided that the Receiving Party delivers reasonable notice to the Disclosing Party and use commercially reasonable efforts to cooperate with Disclosing Party's attempt to obtain a protective order). Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return to Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party. The Receiving Party acknowledges and agrees that any breach of this Section 3 may give rise to irreparable injury to the Disclosing Party and accordingly agrees that, in addition to all other rights and remedies that the Disclosing Party may have, the Disclosing Party may seek injunctive relief in connection with any such breach.

5. PROPRIETARY RIGHTS

5.1. General. Each Party shall retain all right, title and interest in any Intellectual Property Rights (defined below) in any Intellectual Property provided to the other in connection with the Agreement. To the extent any Opti Intellectual Property is embedded in or necessary to use the Hardware provided hereunder, Opti hereby grants Company a limited, non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable right and license to use such Opti Intellectual Property as reasonably necessary in order for Company (and the applicable Client, if any) to utilize such Hardware for Company's internal business purposes. Subject to the foregoing, nothing in the Agreement grants, conveys or shall be construed to grant or convey to Company or any Client any license, right, title or interest in or to any Opti Intellectual Property. Company shall not and shall not permit or authorize any Client or third party to: (a) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any Opti Intellectual Property; (b) translate or create derivative works based upon any of the Opti Intellectual Property; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Opti Intellectual Property available to any third party; or (d) use any Opti Intellectual Property (or any part thereof) to develop or build a competitive product or service.

5.2. Feedback. Company acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information regarding the Hardware or Services (“Feedback”) are non-confidential and Company hereby grants to Opti an unrestricted, perpetual, irrevocable, non-exclusive, transferrable, worldwide, royalty-free, fully paid up, sublicensable right and license to use and distribute such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to Company.

5.3. Definitions. For purposes of the foregoing, “Intellectual Property” means any and all drawings, specifications, reports, summaries, samples, photographs, memoranda, notes, calculations, and other documents and materials, and all Intellectual Property Rights in any of the foregoing; and “Intellectual Property Rights” means all worldwide patents, copyrights, trademarks, trade names, service marks, trade secrets, database rights and other intellectual property rights (whether or not registered or registerable).

6. TERM AND TERMINATION

6.1. Term. The Agreement is effective as of the Effective Date and shall continue until terminated in accordance with this Section 6 (the “Term”).

6.2. Termination of Agreement. Either Party may terminate the Agreement: (a) if the other Party breaches any material term or condition of the Agreement and fails to cure such breach to the reasonable satisfaction of the non-breaching party within thirty (30) days after written notice of such breach, except payment obligations, for which there is no cure period; (b) immediately upon written notice if the other Party becomes subject to a voluntary petition in bankruptcy, voluntary proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or any involuntary petition in bankruptcy or involuntary proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors not dismissed within sixty (60) days of filing; or (c) immediately upon written notice if the other Party ceases to do business, or otherwise terminates its business operations. The Agreement shall automatically terminate once the Hardware has been delivered and the Services have been performed.

6.3. Effect of Termination. In no event will any termination of the Agreement relieve Company of its obligation to pay any Fees payable to Opti under the Order. Upon any termination of the Agreement, Sections 3 (Fees and Payment Terms), 4 (Confidentiality), 5 (Proprietary Rights), 6.3 (Effect of Termination), 7.2 (Disclaimer), 7.3 (Third-Party Products), 8 (Indemnification), 9 (Limitation of Liability), and 10 (Miscellaneous) of these Terms will survive.

7. REPRESENTATIONS AND WARRANTEES; DISCLAIMERS

7.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into the Agreement and to perform its obligations hereunder; (b) the execution and performance of its obligations under the Agreement do not and will not violate any other agreement to which it is a party; and (c) the Agreement constitutes a legal, valid and binding obligation when signed by both Parties. Additionally, Opti represents and warrants that the Services will be performed in a workmanlike and professional manner, in accordance with applicable industry standards.

7.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THESE TERMS, OPTI MAKES NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT, INCLUDING, WITHOUT LIMITATION THAT THE HARDWARE, SERVICES, OR ANY COMPONENT OR THE OPERATION THEREOF OR ACCESS THERETO WILL BE UNINTERRUPTED OR ERROR FREE, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR SATISFACTORY QUALITY OR THOSE ARISING FROM STATUTE OR USAGE OF TRADE.

7.3. Third-Party Products. In connection with the associated Company (or Client (if applicable)) project utilizing the Hardware (the “Project”), Company may purchase, lease, license or otherwise procure (directly, or on behalf of the applicable Client (if any)) certain hardware or other products manufactured or provided by third parties (collectively, “Third-Party Products”). To the extent specified in the Order, Opti may offer or procure for Company (whether directly or on behalf of the applicable Client (if any)) certain Third-Party Products that are certified by Opti (collectively, “Opti-Certified Third-Party Products”). The current list of Opti-Certified Third-Party Products (the “Opti-Certified Product List”) and corresponding product types (each a “Type”), and description of Opti's program, specifications, rules and requirements for Opti certification of Third-Party Products, are available on request.

7.3.1. Any such purchase, lease, license or other procurement of Third-Party Products directly from the applicable third-party provider (each a “Third-Party Provider”), and any exchange of data between Company and such Third-Party Products or Third-Party Providers (whether or not such Third-Party Products are Opti-Certified Third-Party Products) is solely between Company and such Third-Party Provider; provided that, to the extent specified in the Order, Opti shall arrange for the delivery of such Third-Party Products to Company (or the applicable Client) in accordance with the Order.

7.3.2. Notwithstanding anything to the contrary, Company acknowledges and agrees that due to significant variation in the quality, durability, and other attributes of Third-Party Products of the Types specified in the Opti-Certified Product List, except as otherwise expressly and separately agreed by Opti in writing, Opti will not support Projects that utilize Third-Party Products of the Types specified in the Opti-Certified Product List that are not Opti-Certified Third-Party Products; and that, accordingly, to the extent Company or any Client (if applicable), in connection with any Project, utilizes any Third-Party Products of the Types specified in the Opti-Certified Product List that are not Opti-Certified Third-Party Products, all Opti product, support and maintenance warranties and obligations (if any) pursuant to the Agreement shall be null and void and no longer apply.

7.3.3. To the extent Opti provides Opti-Certified Third-Party Products for which the Type is indicated as “Opti Warranty” in the Opti-Certified Product List (defined below) (“Opti Warranty Hardware”), Opti warrants that such Opti Warranty Hardware, as delivered to Company, shall perform materially in accordance with the corresponding specifications provided by Opti for such Opti Warranty Hardware (“Opti Warranty Hardware Specifications”), for a period of one (1) year from the initial date of delivery of such Opti Warranty Hardware (the “Warranty Period”). In the event that Company reasonably determines that Opti Warranty Hardware is subject to any material defect or deficiency as a result of which such Opti Warranty Hardware fails to comply with the foregoing warranty, notifies Opti of such defect in writing within the corresponding Warranty Period, and (unless otherwise agreed in writing by Opti) delivers such Opti Warranty Hardware to Opti within such Warranty Period, Opti will promptly perform a root cause analysis. If as a result, Opti is able to reproduce such defect using commercially reasonable efforts, as Opti's sole liability and the sole remedy of Company, Opti shall either repair such Opti Warranty Hardware or replace such Opti Warranty Hardware with Opti Warranty Hardware that complies with the above warranty. Notwithstanding the foregoing, if Opti determines that it is unable or infeasible to remedy any such defect, Opti may terminate the Order with respect to the Opti Warranty Hardware and/or refund to Company the fees previously paid to Opti for such defective Opti Warranty Hardware. Notwithstanding anything to the contrary herein or elsewhere: (i) under no circumstance shall the warranty provided for in this paragraph apply to any defect or deficiency of any Opti Warranty Hardware resulting from any Force Majeure Event, (b) failure of Company or any third party to comply with or implement any corresponding maintenance requirements, updates, fixes or patches recommended by Opti, (c) use of such Opti Warranty Hardware other than in accordance with the terms of this Agreement and corresponding Opti Warranty Hardware Specifications, including but not limited to any misuse, abuse or vandalism with respect to such Opti Warranty Hardware, whether or not intentional, or (d) use of such Opti Warranty Hardware in combination with products or services that are not certified or recommended by Opti; and (ii) in no event shall Opti have any responsibility, obligation or liability to Company or otherwise for the removal or reinstallation any such defective, repaired or replacement Opti Warranty Hardware or associated costs.

7.3.4. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.3.3 ABOVE, OPTI IS NOT AND SHALL NOT BE RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, LIABILITIES AND INDEMNITIES WHATSOEVER WITH RESPECT TO ANY AND ALL THIRD-PARTY PRODUCTS, WHETHER OR NOT OPTI-CERTIFIED THIRD-PARTY PRODUCTS. COMPANY HEREBY EXPRESSLY WAIVES ANY AND ALL SUCH WARRANTIES, REPRESENTATIONS, LIABILITIES AND INDEMNITIES ON THE PART OF OPTI WITH RESPECT TO ALL THIRD-PARTY PRODUCTS, AND HEREBY ACKNOWLEDGES AND AGREES THAT ANY SUCH REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION OBLIGATIONS, IF PROVIDED AT ALL, SHALL BE PROVIDED SOLELY BY THE APPLICABLE THIRD-PARTY PROVIDER. SUCH REPRESENTATIONS, WARRANTIES AND INDEMNITIES (IF ANY) PROVIDED BY SUCH THIRD-PARTY PROVIDERS WILL BE THE SOLE AND EXCLUSIVE REMEDY OF COMPANY OR THE APPLICABLE CLIENT (IF ANY) WITH RESPECT TO THE USE AND OPERATION OF THE THIRD-PARTY PRODUCTS.

8. INDEMNIFICATION

8.1. Each Party (the “Indemnifying Party”) shall defend and hold harmless the other Party and its directors, officers, employees, agents, attorneys, successors and assigns (collectively, “Indemnified Parties”) from and against, and pay all costs (including reasonable attorneys' fees) and damages finally awarded against the Indemnified Parties by a court of competent jurisdiction or any settlement amounts finally agreed to by the Indemnifying Party, as a result of any and all third party claims, demands, assessments, actions and causes of action (each a “Claim”) arising out of or resulting from any of the following: (a) any breach of any representation or warranty contained in the Agreement; (b) personal injury, death or damage to personal property occurring as a direct result of any act or omission of the Indemnifying Party or any of its directors, officers, employees, contractors, agents, attorneys, successors and assigns; or (c) any claim that any Intellectual Property of the Indemnifying Party infringes upon or misappropriates any Intellectual Property Right of such third party; provided, in each case, that the Indemnified Party (i) promptly notifies the Indemnifying Party of such Claim, (ii) gives the Indemnifying Party the right to control and direct the preparation, defense and settlement of such Claim and (iii) gives full cooperation to the Indemnifying Party for the defense of same.

8.2. If a Claim under Section 7.1(c) above arises, or in Opti's opinion, may arise with respect to any Hardware or Services (or related deliverable) provided by Opti hereunder, Opti may at its sole option and in its sole discretion (a) replace or modify the portion of the Hardware or Services so as to avoid the Claim; (b) procure the right for Company (and the applicable Client (if any)) to continue to use such Hardware or Services; or (c) upon return of such Hardware or cessation of use of such Services, refund to Company a prorated amount of the Fees actually paid by Company to Opti for such Hardware or Services calculated on a 2 year straight line depreciating basis.

8.3. The foregoing indemnities will not apply to any Claim based upon or arising from (a) any unauthorized use or modification of the Hardware; or (b) use of the Hardware in combination with any software, data, content or hardware not provided or required by Opti, to the extent the Claim relates to the combination.

8.4. The foregoing represents Company's (and each Client's) sole and exclusive remedy and Opti's entire liability and obligation with respect to any actual or alleged infringement of any Intellectual Property Rights.

9. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO DAMAGES DUE TO BREACH OF CONFIDENTIALITY OR THE TERMS OF ANY LICENSE GRANTED HEREIN OR HEREOF, AND EXCEPT FOR THE INDEMNITIES PROVIDED FOR IN SECTION 8 (INDEMNIFICATION), TO THE EXTENT ALLOWED BY LAW, NEITHER PARTY WILL BE RESPONSIBLE OR LIABLE TO THE OTHER OR ANY THIRD PARTY UNDER THE AGREEMENT OR WITH RESPECT TO ANY SUBJECT MATTER HEREOF OR TERMS OR CONDITIONS RELATED HERETO, REGARDLESS OF THE FORM OF ACTION (WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY) OR WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR: (A) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR BUSINESS); (B) ANY LOSSES, LIABILITIES, COSTS, EXPENSES OR DAMAGES RESULTING FROM ANY FORCE MAJEURE EVENT OR ANY CORRESPONDING DELAY OR FAILURE OF PERFORMANCE; OR (C) ANY AMOUNT IN EXCESS OF THE AMOUNT OF FEES PAID BY COMPANY TO OPTI UNDER THE ORDER.

10. MISCELLANEOUS

10.1. Independent Contractor. Opti is an independent contractor, and the Agreement will not be construed as constituting either Party as partner, joint venturer or fiduciary of the other or to create any other form of legal association that would impose liability on one Party for the act or failure to act of the other or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other.

10.2. Publicity. Company agrees that Opti may list Company's name (including by displaying any Company trademark) and identify the business relationship between the Parties on Opti's website and in other marketing and advertising collateral, together with a list of other customers. Notwithstanding the above, the Parties agree that any press release or other announcement specific to the Parties' relationship will be subject to the mutual written agreement of both Parties.

10.3. Severability. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.

10.4. Assignment. Neither Party may assign the Agreement or assign or delegate its rights or obligations under the Agreement without the other Party's prior written consent; provided however, that either Party may assign the Agreement without such consent to an acquirer of or successor to all or substantially all of its business or assets to which the Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either Party otherwise than in accordance with this Section shall be null and void.

10.5. Entire Agreement. These Terms, the Order, the Proposal, and all exhibits, schedules, addenda and renewals hereto and thereto, each of which is hereby incorporated into and made a part of the Agreement, together set forth the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement.

10.6. Amendment; Waiver. No amendment or modification to the Agreement, nor any waiver of any rights hereunder, shall be effective unless assented to in writing by both Parties.

10.7. Conflicts. To the extent of any express conflict or inconsistency between the provisions of these Terms and the Order, the terms of the applicable Order shall prevail to the extent necessary to resolve such conflict or inconsistency.
10.8. Relationship. No agency, partnership, joint venture, or employment is created as a result of the Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever.

10.9. Notices. All notices under the Agreement will be in writing (which may include email or facsimile) and sent to the intended recipient's address at: (a) if to Opti, the address specified in the preamble to these Terms, or (b) if to Company, the address, email address or facsimile number specified in the Order. Such notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after sending, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. Either Party may change its address for notice purposes by notice in accordance with this Section.

10.10. Shipping. Title and risk of loss of items sold hereunder shall pass to Company upon delivery of the items by Opti (or the applicable Hardware supplier) to the public carrier (FOB shipping point). In no event shall Opti be liable for any delay in delivery or assume any liability in connection with shipment, nor shall the carrier be deemed an agent of Opti. Insurance associated with goods during transit shall be solely Company's responsibility. All products shall be deemed accepted upon Customer's confirmation or within three (3) days of date of delivery, whichever occurs first.

10.11. Force Majeure. Each Party shall be excused from and shall not be liable for any delay or failure to perform to the extent in whole or in part resulting from any cause beyond its reasonable control and without its fault or negligence (each a “Force Majeure Event”), including but not limited to, acts of God, acts of war, epidemics, pandemics, fire, communication line, power or internet failures, earthquakes, floods, blizzard, other natural disasters, any acts, omissions, or operator error of the other Party, its agents or users or any third party, including third party hosting, weather services, cellular or web services providers (in each case, excluding failure caused by a Party's financial condition or any internal labor problems, such as strikes, lockouts, work stoppages or slowdowns, or the threat thereof). Delays in performing obligations due to a Force Majeure Event shall automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event.

10.12. Governing Law. The Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. For all disputes relating to the Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in Boston, MA and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

10.13. No Third Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, Opti and Company, and will not be deemed to create any rights in third parties, including suppliers, Clients, customers or subcontractors of either Party, or to create any obligations of a Party to any such third parties.

10.14. Further Assurances. The Parties will execute and deliver such other instruments and documents, and take such other actions, as either Party reasonably requests to evidence or effect the transactions contemplated by the Agreement.

10.15. Counterparts. The Parties may execute the Agreement (and Order) in counterparts, including facsimile, PDF, and other electronic copies, which together will constitute one instrument.

These Hardware and Services Terms are effective as of 5 August 2024.