1. ACCEPTANCE DATE: Acceptance date is defined as the date which the equipment is first delivered to the customer’s installation site.

2. TITLE: Title to the equipment shall pass to the Customer upon the date that the equipment is delivered to the installation site.

3. SECURITY INTEREST: Customer hereby grants to ABC a security interest in the equipment in order to secure Customer’s obligations hereunder and agrees upon request of ABC to execute any documents necessary to perfect such interest and also grants ABC power of attorney to execute such documents on customer’s behalf. In the event the purchase price is not paid in accordance with the payment terms, ABC shall have all the rights and remedies of a secured party as provided for in Article 9 of the Uniform Commercial Code and the Laws of the State of Florida. Customer shall not sell, transfer, pledge, mortgage or otherwise encumber or dispose of the property subject to this agreement unless and until all sums due and owing ABC hereunder have been paid in full.

4. RISK OF LOSS: All risk of loss passes to Customer upon delivery of the equipment to the installation site.

5. DELIVERY: The equipment delivery date shall be at a time to be mutually agreed upon by the parties with appropriate adjustment for conditions beyond the commercially reasonable control of ABC.

6. INSTALLATION: ABC will install the equipment in a suitable work place within the installation site provided by Customer, which shall include all electrical outlets, power, hook-ups and any related carpenter work as may be specified by ABC. Customer will provide an equipment area acclimatized to computer requirements. ABC is not responsible for wiring conduits or other hardware normally supplied by an electrician. If ABC quotes telephone and/or data wiring, prices quoted, unless otherwise specified are based on 15 foot or less ceiling heights, PVC cable runs of 100 feet or less, single floor installations, no firewalls, or if any additional work is required additional charges will apply. In addition, it is agreed; the amount of labor hours for Installation (which includes delivery, set-up, programming, testing, etc.) that are included in this agreement are one hour per physical device (telephone, camera, wi-fi unit, paging speaker, etc.) to be installed or connected that were purchased in this agreement, plus 2 hours training for systems with less than 10 devices, and 5 hours training for systems over 10 devices, and additional hours provided by ABC during installation and training will be billed at ABC’s current hourly labor rates. Labor for cabling is not included in the above installation and training hours calculation. All installation and training hours included in this agreement must be used within 30 days of installation commencement and any unused hours, if any, are then forfeited. In addition, customer further agrees that ABC may, at its own discretion use ABC approved sub-contractors for any work or services required under this agreement, including the pulling of permits under subcontactors individual or corporate names.

7. NOTICE OF DISCLAIMER: ABC may, at its option, as a service to customer, make arrangements with AT&T or such other company providing telephone and/ or Internet services (Carriers) for the customer. It is understood and agreed by ABC and Customer that in no event shall ABC have responsibility or any liability whatsoever for any damages resulting from the acts and/or omissions of ABC, AT&T or such other Carriers, whether intentional, negligent or otherwise, and Customer agrees to release and hold harmless ABC from any loss, expense,
damage or injury resulting from such acts or omissions.

8. PERMITS: In the event permits are required by any Federal, State or local governmental authority for the installation of the materials purchased hereunder, any and all fees, charges and taxes whatsoever for or relating to such permits shall be the exclusive responsibility of the Customer who shall pay same as a condition precedent thereto, including a permit processing labor fee.

9. TAXES: Customer shall pay, or reimburse ABC, for all taxes imposed on Customer or ABC on any installation, sale or use of the equipment.

10. INDEMNIFICATION: Customer shall indemnify ABC against and hold ABC harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney’s fees, claimed by any person, organization, association or otherwise arising out of, or relating to the equipment, use, possession, operation and/or condition thereof.

11. WARRANTY TERMS AND CONDITIONS: A. ABC warrants to customer good and clear titles to the equipment, free and clear of liens and encumbrances, except the security interest retained by ABC above.

B. Gold Warranty. For a period of one (1) year from the date of original installation, ABC agrees to repair or replace the equipment, including first hour of labor, if such repair or replacement is due to a failure of a mechanical or electronic part of a covered component, or faulty workmanship of a covered component, as supplied by the manufacturer. Each repaired item is subject to a deductible of $50. The total cost of all repairs made during the term of this agreement shall not exceed the original cost of the covered equipment or three times the cost of the current
service contract cost. Equipment of like kind and quality shall be used to replace any covered equipment or components at the time of any failure thereof, and all work shall be done during ABC’S normal working hours. Additions are also covered by this warranty but only until the expiration date of the GOLD Warranty, applicable to the original installation. This warranty does not provide for: 1) Repair of wiring, cables, jacks, hand-set cords, batteries, printers or software used in connection with the installation of any covered equipment of component thereof, unless items were provided as new from ABC and in that case these items are only covered for the first year from installation date and not thereafter; 2)Repair or replacement without proper authorization; 3) Normal service maintenance or preventive maintenance; 4) Damage due to an act or acts of the customer or any agent or employee thereof; Abuse by any person; Negligence of the customer or its agents or employees; Improper or negligent alteration of any covered equipment or component thereof; 5) Acts of God; 6) Exposure to elements of weather, including lightning; 7) Power surges, or insufficient heating/ ventilation or air conditioning (HVAC OR AVAC) system failure; 8) Fire Damage 9) Theft; 10) Water or Liquid damage; 11) Any Damage normally covered by customer’s insurance. 12) Cordless and or VOIP telephones and Hotel room and house phones are covered for one year only from original installation date. If customer is not satisfied with the cordless and or VOIP telephones, if in new condition, may be returned for credit first 90 days from installation date. 13) No more than 10% of telephones will be replaced annually. 14) Voicemail systems and or PC Devices, and hard drives that are more than one year old from date of installation are not covered, and customer further agrees a battery back-up system is required for voice mail system and or PC Devices and hard drives and problems arising from no battery back-up or inadequate or faulty battery back-up are not covered. 15) For systems five years old or more, Gold Warranty coverage includes all of the above terms but the total repair costs during the year of coverage is limited to three times the cost of the Gold Warranty; and ABC has the option at any time to deem a part or parts not reasonably repairable and/or not reasonably replaceable and in that event ABC will offer customer a prorated credit of the warranty cost toward the purchase of a replacement system from ABC. C. Platinum Plus Maintenance. In addition to the warranty set forth above, customer shall be provided at no additional cost, ABC’s Platinum Plus Maintenance program for a period of one year from original installation unless stated otherwise in this agreement.

As long as the Platinum Plus Maintenance program is in force and effect, labor for repairs covered under ABC’s Gold and Platinum Warranties that are performed during ABC’s normal business hours will be provided at no charge and the $50 deductible per repaired item shall be waived.

In addition to the items covered by the Gold Warranty above, the Platinum Product Plus maintenance program includes the following: 1)Trip Charges for customers in the Dade, Broward and Palm beach Counties of Florida 2) Trouble shooting hours 3) No charge if no trouble is found; 4) Additional system guides; 5) Additional customer training guides 6) Free systems inspection upon request; 7) Free consultation 8) Local and long distance audit recommendations; 9) Reprogramming labor for repaired parts 12) Voicemail systems and/or PC Devices, and hard drives over one year old are not covered for labor or materials. The Platinum Plus Maintenance program shall be automatically renewed for additional terms equal to the original term of this agreement, at a cost per year of 10% annually of the total purchase price plus any additions ($500.00 minimum annually), or at the multi-year Platinum cost of the original agreement, whichever is higher, unless customer shall give written notice to ABC of its desire to terminate said maintenance program at least thirty (30) days prior to the expiration of the original term or any renewal thereof. It is also agreed, that Customers that do not renew their Platinum Plus Maintenance coverage will void any and all remaining ABC Gold Warranties.

12. LAWS: The laws of the State of Florida shall govern This Agreement.

13. DEFAULT: If any of the Customer’s obligations to ABC are not promptly paid when due, or it Customer breaches any provision hereof, Customer shall be in default hereunder and all unpaid amounts shall be accelerated and become immediately due and payable. Upon Customer’s default, ABC shall have the rights and remedies of a secured party under the Uniform Commercial Code and any other laws, including the right to any delinquent payments for which Customer agrees to remain fully liable. It default continues for ten (10) days after written or email or telegraphic notice thereof by ABC, ABC may, at its option, render the equipment unusable until ABC receives payment in full, and/or enter upon the premises where the equipment is installed and retake possession thereof free from any claims of the Customer and without notice. In the event it becomes necessary to enforce any of the terms hereof and/or to collect any sums due and owing to ABC hereunder, ABC shall be entitled to recover and Customer shall be liable for all costs of collection and/or enforcement including reasonable attorney’s fees and court costs whether same are incurred prior or subsequent to the commencement of legal proceedings and at all trial and appellate levels. Customer agrees to waive trial by jury in any such legal proceeding. Jurisdiction of any legal proceeding commenced hereunder shall be in Broward County, Florida. Customer also agrees to reimburse ABC for any and all costs and legal fees for any legal proceedings that customer causes or initiates directly or indirectly against ABC, where the legal proceeding is either ceased by the customer, or the proceeding results in a court ruling in favor of ABC.

14. ASSIGNMENT: Customer may not assign this agreement without the written consent of ABC, which consent shall be within the sole discretion of ABC.

15. MISCELLANEOUS: (a) Titles to the paragraphs of the Purchase Agreement are solely for the convenience of the parties and do not explain, modify or interpret the previsions herein. If more than one (1) Customer is named in this agreement, the liability of each shall be joint and several.

(b) ABC is not liable for any failure or delay in performance due to causes beyond its control. (c) If any provision of this agreement is in conflict with any statute or rule of law of any state or territory wherein it may be sought to be enforced, then such provisions shall be deemed null and void to the extent that they may conflict therewith, but without invalidating the remaining provisions hereof. (d) Customer will permit or arrange for access by ABC personnel to Customer’s premises for ABC’s installation and warranty service. (e) Customer acknowledges the full understanding of the terms `’maximum capacity” and `’equipped for” as they relate to the electronic telephone system covered under this `’Purchase Agreement” as detailed on the “Equipment Itemization” section of this `’Purchase Agreement”. `’Equipped for” is by definition the minimum hardware that is necessary (Equipment and/ or electronic modules) to operate the system in its original configuration at the time of installation. `’Maximum capacity” is by definition the ultimate capacity of the system to accept additional hardware and/or electronic modules that are necessary for the system to grow to its maximum size. Such additional hardware/ electronic modules will be billed to and shall be paid for by the Customer. When and if ordered, the prices then in effect for such additional equipment.
(f) Failure of ABC to enforce any of the conditions of this Purchase Agreement shall not constitute nor be construed as a waiver of those or any other requirements of the provisions of this Purchase Agreement.
(g) All notices required or permitted hereunder shall be in writing and sent by certified U.S. Mail, return receipt requested to the address of the parties written on the reverse side hereof or such other address as the parties may request in writing from time to time.
(h) Any and all payments required to be made by Customer to ABC pursuant to this agreement shall be due and payable at ABC’s place of business in Broward County, Florida.
(i) Any sums due and owing from Customer to ABC hereunder shall be subject to a service charge of 1 1/2% per month on the unpaid balance until paid.
(j) In the event that the equipment purchased hereunder is to be added to customer’s existing system, such equipment shall be warranted for ninety (90) days from the date of installation of such equipment, notwithstanding anything herein to the contrary.
(k) Customer acknowledges that ABC has extended significant resources in hiring, training, and developing relationships with its ABC Personnel, which includes ABC employees, agents, sub-agents and contractors . Customer hereby agrees that in the event customer or customers agent, directly or indirectly through a third party, hires or otherwise employs the service of any ABC Personnel sent by ABC within one year of the date the ABC Personnel last contacted customer, customer will pay ABC a fee equal to 75% of the Personnel’s most current salary if employed by ABC, or 75% of the income the ABC Personnel has received over the prior 12 months prior to the customer hiring the ABC Personnel in order to compensate ABC for the resources expended in hiring, training and developing relationships with its Personnel. This paragraph is applicable not withstanding (1) the employment capacity that the ABC Personnel is hired into by customer or (2) the employment status of ABC Personnel at time customer hired employee or (3) The status of the relationship between ABC and customer at the time of the hire by customer. Customer also agrees that by hiring an ABC employee they forfeit and void all outstanding warranties and maintenance agreements from ABC (l) Service will be provided Monday through Friday (excepting national holidays) during the hours of 8:30 AM to 5:30 PM. Customers requesting service at any other time will be charged the prevailing ABC overtime rates.(m) Customer acknowledges and agrees that when purchasing VOIP (Voice Over Internet Protocol) Technology and/or IP technology, that: (1) VPN (Virtual Private Network) and QOS (Quality of Service) software and hardware; and (2) sufficient internet bandwidth and static IP addresses at all customer sites are required for VOIP to operate properly and customer also acknowledges and agrees that customer is solely responsible to provide same. Customer acknowledges and agrees that with any other system feature(s) and/or other technology related upgrades that require connection or interface to customer’s computers and/or computer network and/or internet connection that there may be upgrades that may be required to any and all of the above and that customer is solely responsible to upgrade or modify or evaluate same. Customer further acknowledges and agrees that under any circumstances ABC is not responsible for any costs and/or upgrades to customer’s computers and/or computer network including but not limited to labor, hardware, software, services, or internet hardware and software (including any necessary upgrades, repairs, changes, modifications, or evaluations of any kind), whether known to ABC or customer prior to install or not.
(n) Parking charges that ABC incurred for work performed for customer will be paid by customer.
(o) Customer agrees to pay in full for any loaner equipment not returned in working order to ABC within 90 days of delivery from ABC to customer.
(p) If client orders any carrier service though ABC for connectivity, and cancels service prior to installation for any reason, there will be a $1,000.00 penalty fee due to ABC for processing.

16. ACCEPTANCE OF AGREEMENT BY ABC: This Agreement shall not be binding upon ABC until authorized and approved by an officer of ABC which approval shall be indicated by
such.

ADDITIONAL TERMS AND CONDITIONS

1. ACCEPTANCE DATE: Acceptance date is defined as the date which the equipment is first delivered to the customers installation site.

2. TITLE: Title to the equipment shall pass to the Customer upon the date that the equipment is delivered to the installation site.

3. SECURITY INTEREST: Customer hereby grants to ABC a security interest in the equipment in order to secure Customer’s obligations hereunder and agrees upon request of ABC to execute any documents necessary to perfect such interest and also grants ABC power of attorney to execute such documents on customer’s behalf. In the event the purchase price is not paid in accordance with the payment terms, ABC shall have all the rights and remedies of a secured party as provided for in Article 9 of the Uniform Commercial Code and the Laws of the State of Florida. Customer shall not sell, transfer, pledge, mortgage or otherwise encumber or dispose of the property subject to this agreement unless and until all sums due and owing ABC hereunder have been paid in full.

4. RISK OF LOSS: All risk of loss passes to Customer upon delivery of the equipment to the installation site.

5. DELIVERY: The equipment delivery date shall be at a time to be mutually agreed upon by the parties with appropriate adjustment for conditions beyond the commercially reasonable control of ABC.

6. INSTALLATION: ABC will install the equipment in a suitable work place within the installation site provided by Customer, which shall include all electrical outlets, power, hook-ups and any related carpenter work as may be specified by ABC. Customer will provide an equipment area acclimatized to computer requirements. ABC is not responsible for wiring conduits or other hardware normally supplied by an electrician. If ABC quotes telephone and/or data wiring, prices quoted, unless otherwise specified are based on 15 foot or less ceiling heights, PVC cable runs of 100 feet or less, single floor installations, no firewalls, or if any additional work is required additional charges will apply.

7. NOTICE OF DISCLAIMER: ABC may, at its option, and solely as an accommodation to Seller, make arrangements with AT&T or such other company providing telephone and / or internet equipment and/or services. It is understood and agreed by ABC and Customer that in no event shall ABC have responsibility or any liability whatsoever for any damages resulting from the acts and/or omissions of ABC, AT&T or such other telephone companies, and/or internet equipment and or services whether intentional, negligent or otherwise, and Customer agrees to release and hold harmless ABC from any loss, expense, damage or injury resulting from such acts or omissions.

8. ANNUAL AGREEMENTS: All Agreements, Including, but not limited to Service Agreements and Data Back-Up Agreements between ABC and all agreements will renew for the original term stated on agreement. Unless stated otherwise, all Agreements will renew automatically , including any ABC price increases, unless Customer or ABC provides written notice to the other terminating said Agreement at least thirty (30) days prior to the expiration of the initial term or any renewal term.

9. PERMITS: In the event permits are required by any Federal, State or local governmental authority for the installation of the materials purchased hereunder, any and all fees, charges and taxes whatsoever for or relating to such permits shall be the exclusive responsibility of the Customer who shall pay same as a condition precedent thereto, including a permit processing labor fee.

10. TAXES: Customer shall pay, or reimburse ABC, for all taxes imposed on Customer or ABC on any installation, sale or use of the equipment.

11. INDEMNIFICATION: Customer shall indemnify ABC against and hold ABC harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney’s fees, claimed by any person, organization, association or otherwise arising out of, or relating to the equipment, use, possession, operation and/or condition thereof.

12. WARRANTY TERMS AND CONDITIONS: A. ABC warrants to customer good and clear titles to the equipment, free and clear of liens and encumbrances, except the security interest retained by ABC above. It is agreed any future modifications that ABC makes to this agreement for it’s future customers will be grandfathered into this agreement. B. Warranty. Customer will receive the manufacturers warranty only on all purchases unless stated otherwise in this agreement. Customer also agrees that manufacturers warranty does not include any labor charges from ABC, and customer agrees to pay ABC it’s prevailing labor rates for all labor received in regards to warranty support or otherwise. This warranty does not provide for: 1) Repair of wiring, cables, jacks, batteries, printers or software used in connection with the installation of any covered equipment of component thereof; 2) Repair or replacement without proper authorization; 3) Normal service, maintenance or preventive maintenance; 4) Damage due to an act or acts of the customer or any agent or employee thereof; Abuse by any person; Negligence of the customer or its agents or employees; Improper or negligent alteration of any covered equipment or component thereof; 5) Acts of God; 6) Exposure to elements of weather, including lightning; 7) Power surges, or insufficient heating/ ventilation or air conditioning (HVAC OR AVAC) system failure; 8) Fire Damage 9) Theft; 10) Water or Liquid damage; 11) Any Damage normally covered by customer’s insurance. 12) Customer further agrees a battery back-up system is required for electronic devices and hard drives and problems arising from no battery back-up or inadequate or faulty battery back-up are not covered. C. In the event that the covered equipment or any component thereof or any addition or modifications are not installed by ABC, neither the above warranties or maintenance program shall apply, and the customer shall only be entitled to the manufacturer’s warranty. If customer has failed to pay any amounts due under this agreement in a timely manner, the warranties and maintenance programs provided herein shall be null and void. THE WARRANTIES AND MAINTENANCE PROGRAMS SET FORTH HEREIN ARE EXCLUSIVE AND ABC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, WORKMANSHIP OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ABC BE LIABLE FOR CONSEQUENTIAL DAMAGE OF ANY KIND. The foregoing warranty shall constitute the exclusive remedy of customer and the exclusive liability of ABC for any breach of any warranty relation to this agreement. ABC may at its option refuse to honor any or all of the warranties set forth herein in the event that this Purchase Agreement is in default and/or the Customer has delinquent outstanding balances due to ABC incurred in their normal day-today business relationship.

13: LAWS: The laws of the State of Florida shall govern This Agreement.

14. DEFAULT: If any of the Customer’s obligations to ABC are not promptly paid when due, or it Customer breaches any provision hereof, Customer shall be in default hereunder and all unpaid amounts shall be accelerated and become immediately due and payable. Upon Customer’s default, ABC shall have the rights and remedies of a secured party under the Uniform Commercial Code and any other laws, including the right to any delinquent payments for which Customer agrees to remain fully liable. It default continues for ten (10) days after written or telegraphic notice thereof by ABC, ABC may, at its option, render the equipment unusable until ABC receives payment in full, and/or enter upon the premises where the equipment is installed and retake possession thereof free from any claims of the Customer and without notice. In the event it becomes necessary to enforce any of the terms hereof and/or to collect any sums due and owing to ABC hereunder, ABC shall be entitled to recover and Customer shall be liable for all costs of collection and/or enforcement including reasonable attorney’s fees and court costs whether same are incurred prior or subsequent to the commencement of legal proceedings and at all trial and appellate levels. Customer agrees to waive trial by jury in any such legal proceeding. Jurisdiction of any legal proceeding commenced hereunder shall be in Broward County, Florida.

15. ASSIGNMENT: Customer may not assign this agreement without the written consent of ABC, which consent shall be within the sole discretion of ABC.

16. MISCELLANEOUS: (a) Titles to the paragraphs of the Purchase Agreement are solely for the convenience of the parties and do not explain, modify or interpret the previsions herein. If more than one (1) Customer is named in this agreement, the liability of each shall be joint and several.
(b) ABC is not liable for any failure or delay in performance due to causes beyond its control.
(c) If any provision of this agreement is in conflict with any statute or rule of law of any state or territory wherein it may be sought to be enforced, then such provisions shall be deemed null and void to the extent that they may conflict therewith, but without invalidating the remaining provisions hereof.
(d) Customer will permit or arrange for access by ABC personnel to Customer’s premises for ABC’s installation and warranty service.
(e) Failure of ABC to enforce any of the conditions of this Purchase Agreement shall not constitute nor be construed as a waiver of those or any other requirements of the provisions of this Purchase Agreement.
(f) All notices required or permitted hereunder shall be in writing and sent by certified U.S. Mail, return receipt requested to the address of the parties written on the reverse side hereof or such other address as the parties may request in writing from time to time.
(g) Any and all payments required to be made by Customer to ABC pursuant to this agreement shall be due and payable at ABC’s place of business in Broward County, Florida.
(h) Any sums due and owing from Customer to ABC hereunder shall be subject to a service charge of 1 1/2% per month on the unpaid balance until paid.
(i) Customer acknowledges that ABC has extended significant resources in training its personnel. Customer hereby agrees that in the event customer or customers agent, directly or indirectly through a third party, hires or otherwise employs the service of any personnel sent by ABC within one year of the date the employee last contacted customer. Customer will pay ABC a fee equal to 75% of the employees’ most current salary while employed by ABC in order to compensate ABC for the resources expended in the general business and technical training of the employee. This paragraph is applicable net withstanding (1) the employment capacity that the employee is hired into by customer or (2) the employment status of
employee at time customer hired employee. Customer also agrees that by hiring an ABC employee they forfeit and void all outstanding warranties and maintenance agreements from ABC.
(j) Service will be provided Monday through Friday (excepting national holidays) during the hours of 8:30 AM to 5:30 PM. Customers requesting service at any other time will be charged the prevailing ABC overtime rate.
(k) Customer acknowledges and agrees that when purchasing internet equipment and/or technology, that sufficient internet bandwidth and static IP addresses at all customer sites are required for internet equipment to operate properly and providing same is solely the customers responsibility.
(l) Customer acknowledges and agrees that with any computer or internet feature(s) and/or other computer or internet related upgrades that require connection or interface to customer’s computers and/or computer network and/or internet connection that there may be upgrades that may be required beyond the scope of this agreement to any and all of the above and that customer is solely responsible for all costs to upgrade or modify or evaluate same. Customer further acknowledges and agrees that under any circumstances ABC is not responsible for any costs and/or upgrades to customer’s computers and/or computer network including but not limited to hardware, software, or internet hardware and software
(including any necessary upgrades, repairs, changes, modifications, or evaluations of any kind), whether known to ABC or customer prior to install or not.
(m) Parking charges that ABC incurred for work preformed for customer will be paid by customer.
(n) Customer agrees to pay in full for any loaner equipment not returned in working order to ABC within 90 days of delivery from ABC to customer.
17. ACCEPTANCE OF AGREEMENT BY ABC: This Agreement shall not be binding upon ABC until authorized and approved by an officer of ABC which approval shall be indicated by such officer’s execution of this Agreement in the place provided for herein.