Version: 1.0

Effective Date: June 1, 2026

Prior Versions

1. INCORPORATION. These General Terms and Conditions are incorporated into the Agreement.

2. DEFINITIONS. Except as otherwise defined elsewhere in the Agreement, the following terms have the meanings ascribed to them here.

“Affiliate” of a Person means and include any entity or association controlled by, controlling or under common control with such Person. For purposes of this definition, the term “control” will mean the ownership of more than fifty percent (50%) of the voting shares in any entity or association.

“Confidential Information” means and include any data and information not in the public domain, including know-how and trade secrets, relating to, or contained or embodied in, the Software, Intellectual Property rights and the business or affairs of a Party, or its licensors. Confidential Information may be communicated electronically, orally, visually, in writing or in any other recorded or tangible form. All data and information will be considered to be Confidential Information hereunder (a) if a Party has marked them as such, (b) if a Party, electronically, orally or in writing, has advised the other Party of their confidential nature, or (c) if, due to their character or nature, a reasonable person in a like position and under like circumstances would treat them as confidential.

“Intellectual Property” and “IP” mean any and all inventions, patents and patent applications, works of authorship, copyrights, marks, trade secrets, rights in technology, know-how, rights in content (including performance and synchronization rights), mask work rights, materials, tools, software, data, documentation, or other assets, and other intellectual property and proprietary rights that may be protected under the laws of any governmental authority having jurisdiction, anywhere in the world.

“Person” will mean and include any individual, corporation, trust, estate, partnership, joint venture, company, association, league, governmental bureau or agency, or any other entity regardless of the type or nature thereof.

3. TERMINATION.

3.1 Termination by Either Party. Either Party may terminate the Agreement for any reason set forth in this §3.1 by providing sixty (60) days’ advance written notice. Termination will be effective on the date set forth in the notice.

3.1.1 Breach. Any breach of a Party’s obligations in the Agreement including, without limitation, payments owed.

3.1.2 Bankruptcy; Insolvency. To the extent permitted by law, upon the insolvency or bankruptcy of either Party, the inability of either Party to pay its debts as they fall due, or upon the appointment of a trustee or receiver or the equivalent for either Party, or upon the institution of proceedings relating to dissolution, liquidation, winding up, bankruptcy, insolvency, or the relief of creditors, if such proceedings are not terminated or discharged within thirty (30) calendar days; or

3.1.3 Impairment. Upon the enactment of a law, decree, or regulation which would impair or restrict (a) ConnX’s right to terminate or elect not to renew the Agreement as herein provided; and/or (b) ConnX’s IP rights. Any such termination will be deemed to be effective one (1) day prior to the effectiveness of the relevant law, decree, or regulation, regardless of when such notice of termination is transmitted or received.

3.2 Cure. For any proposed termination for cause, the breaching Party will have thirty (30) days to cure the breach. If the breaching Party fails to timely cure such breach or default on or before the date set forth in the breach notice, then the non-breaching Party may terminate the Agreement immediately by giving written notice.

3.3 Termination for Convenience. ConnX may terminate the Agreement for convenience upon sixty (60) calendar days prior written notice to Customer.

3.4 Injunctive Relief. The Parties, in addition to all other available remedies, will each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of IP rights or confidentiality obligations. The choice of venue does not prevent a Party from seeking injunctive or any interim relief in any appropriate jurisdiction.  

3.5 Other Remedies. Each Party acknowledges and agrees that termination of the Agreement is not the sole remedy under the Agreement and, whether or not termination is affected, all other remedies available to a Party as a result of any breach or nonperformance by the other Party will remain available to the non-defaulting Party.

3.6 Obligations Following Termination. Upon termination or expiration of the Agreement, Customer will (a) pay ConnX all amounts due and owing as of the date of terminate on or expiration of the Agreement (i) for all Products provided by ConnX after the effective date of termination or expiration; and/or (ii) for all Orders existing prior to termination even if delivery is scheduled at any time after the effective termination date; (b) return any and all ConnX equipment at Customer’s sole expense; and (c) pay ConnX any applicable re-stocking fees.

4. LIMITATION OF LIABILITY.

4.1 LIMITATION OF LIABLITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES, OR INCREASED COST OF OPERATIONS.

4.2 Application and Survival. The limitations of liability set forth in the Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise and whether damages were foreseeable, and will apply to limit the liability of ConnX, Customer and their respective Affiliates, employees, directors, subcontractors, and suppliers. The limitations of liability and disclaimers set out in this §4 will survive failure of any exclusive remedies provided in the Agreement.

5. INDEMNIFICATION.

5.1 Customer’s Indemnification Obligations. Customer will indemnify, defend and hold harmless, and cooperate with ConnX in good faith against any and all claims, suits, actions, demands, proceedings, losses, damages, liabilities, costs and expenses, including, without limitation, interest and reasonable attorneys’ fees, arising out of, relating to, or resulting from any third-party claim, regardless of whether such claim is meritorious, alleging: (a) Customer’s fraud, misrepresentation, performance, non-performance, negligence, willful misconduct, or breach of any provision of the Agreement; (b) Customer’s misuse or modification of any Software; (c) Customer’s combination or use of any Software with a third-party product where such combination, use or operation infringes any IP right of a third party; (d) failure to comply with applicable laws; (e) any claim or action by a Customer, Customer Affiliate or subcontractor against ConnX as a result of Customer’s breach or violation of its agreements or arrangements with such parties; and/or (f) any act or omission by Customer’s employees, agents, or subcontractors.

5.2 ConnX’s Indemnification Obligations. ConnX will indemnify, defend and hold harmless, and cooperate with Customer in good faith against any and all claims, suits, actions, demands, proceedings, losses, damages, labilities, costs and expenses, including without limitation, interest and reasonable attorneys’ fees arising out of arising out of, relating to, or resulting from any third party claim, regardless of whether such claim is meritorious, alleging: (a) infringement of any patent, copyright, trademark, service mark, or other IP in connection with equipment or software provided by ConnX under the Agreement.

5.3 Mutual Indemnification Obligations.

5.3.1 Identification. At times, the Party seeking indemnification is called the “Indemnified Party” and the Party that may be obligated to indemnify is called the “Indemnifying Party.”

5.3.2 Notice. An Indemnified Party will notify the Indemnifying Party in writing, and with reasonable promptness, of any claim, demand, suit, cause of action or legal proceeding that may give rise to an indemnification claim. If such Indemnified Party fails to give notice, then the Indemnifying Party remains obligated under this §5. 

5.3.3 Litigation Defense. Except as set forth herein, an Indemnifying Party will conduct the defense of the indemnification claim at its own expense. At its own option, an Indemnified Party may employ separate counsel, including in-house counsel, to conduct that Indemnified Party’s defense against such a claim, and the Parties will cooperate in the defense of any such claim. The Indemnifying Party may control the defense and settlement of such a claim; provided, however, that if the settlement of a claim may have an adverse effect on the Indemnified Party, then the Indemnifying Party will not settle such claim without the consent of the Indemnified Party which will not be unreasonably denied.

6. CONFIDENTIAL INFORMATION.

6.1 Confidential Information. Confidential Information means: (a) information the Parties or their Affiliates reasonably consider confidential and share with each other in connection with the Agreement (including pricing or other proposals); and (b) the Agreement, except as may be required by applicable law or regulation.

6.2 Obligations. A disclosing Party’s Confidential Information will, for a period of three (3) years following its disclosure to the other Party (except in the case of Software, for which the period is indefinite): (a) not be disclosed, except to the receiving Party’s employees, agents and contractors having a need-to-know (but only if such agents and contractors are not direct competitors of the other Party and agree in writing to use and disclosure restrictions as restrictive as those set forth herein) or to the extent authorized to be revealed by law, governmental authority or legal process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing Party to the extent practicable and not prohibited by law, governmental authority or legal process); (b) be held in confidence; and (c) be used only for purposes of the Agreement, evaluating proposals for new services or performing the Agreement including in the case of ConnX to detect fraud, to check quality and to operate, maintain and enhance the Software.

6.3 Exceptions. The restrictions in this §6 will not apply to any information that: (a) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; (b) is lawfully received by the receiving Party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of the Agreement.

7. INTELLECTUAL PROPERTY RIGHTS. Each Party retains all rights in its pre-existing Intellectual Property. ConnX retains all Intellectual Property rights in any Products, deliverables or work product created in connection with the Agreement, and Customer is granted only a non-exclusive, non-transferable license to use any ConnX Intellectual Property incorporated into the Products, deliverables, or work product solely for its internal business purposes. Customer retains all rights to its data and materials, which ConnX may use only as necessary to provide the Products. No other rights or licenses are granted or implied.

8. EXPORT CONTROL AND RE-EXPORTATION. Customer will comply with the U.S. Foreign Corrupt Practices Act (regarding, among other things, payments to government officials) and all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not export, or allow the export or re-export of any Software, technical or non-technical data, information or materials (or any product incorporating such items) in violation of any such restrictions, laws or regulations (including, without limitation, export or re-export to destinations prohibited either in Country Groups Q, S, W, Y or Z country specified in the then current Supplement No. 1 to Section 770 of the U.S. Export Administration Regulations (or any successor supplement or regulations), or the OFAC regulations found at 31 C.F.R. 500 et seq.); Customer will obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export from the U.S. of all Products, Software, technical or non-technical data, information or materials to any location and will demonstrate compliance with all applicable laws and regulations prior to delivery thereof by ConnX. Customer will indemnify, defend and hold harmless ConnX with respect to any and all loss or damage (including attorneys’ fees and costs) suffered or incurred in connection with Customer’s violation of any such U.S. or other import or export control law. 

9. GENERAL PROVISIONS.

9.1 Amendments. Any change, modification, or waiver of any of the terms and conditions of the Agreement will not be binding unless made in a writing manually signed by both Parties.

9.2 Assignment. Neither Party will have the right or power to assign any of its rights, or delegate the performance of any of its duties, under the Agreement without the prior written authorization of the other Party, except that either Party may assign or otherwise transfer any of its rights, or delegate the performance of any of its duties hereunder, to any existing or newly formed Affiliate of said Party or in the event of a merger, acquisition, or the sale of a majority of a Party’s assets.

9.3 Compliance with Laws. The Parties agree to comply with all applicable federal, state and local laws and regulations in the performance of their respective obligations under the Agreement.

9.4 Cumulative Remedies. The rights and remedies of the Parties set forth in the Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, by statute or otherwise, except in those cases where the Agreement specifies that a particular remedy is sole or exclusive, but neither Party may retain the benefit of remedies that are inconsistent with one another. No single or partial exercise of any right or remedy with respect to one breach of the Agreement precludes the simultaneous or subsequent exercise of any other right or remedy with respect to the same or a different breach.

9.5 Construction and Interpretation. The Agreement has been prepared jointly and has been the subject of arm’s length and careful negotiation. Each Party has been given the opportunity to independently review the Agreement with legal counsel, and each has the requisite experience and sophistication to understand, interpret and agree to the particular language of its provisions. Accordingly, the drafting of the Agreement is not to be attributed to either Party. Section and paragraph headings contained in the Agreement are for reference purposes only and are not to affect the meaning or interpretation of the Agreement. The use of singular words includes the plural and vice versa; the use of masculine or feminine forms of words is deemed to be inclusive of both.

9.6 Counterparts. The Agreement may be executed in two or more counterparts, which may be exchanged by facsimile, electronic mail, secure online document sharing service, or electronic signature application (for example, DocuSign), each of which will be deemed an original, but all of which together constitute one and the same instrument.

9.7 Dispute Resolution. Where there is a dispute, controversy, or claim arising under, out of, or relating to the Agreement, the aggrieved Party will notify the other Party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other Party. A representative from senior management of each of the Parties will meet in person or communicate by telephone within five (5) business days of the date of the written notification in order to negotiate in good faith an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective Parties. If the dispute, controversy, alleged breach, or claim cannot be resolved in this manner, then it will be settled by arbitration in the State of New Jersey, in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court possessing jurisdiction of arbitration awards. Notwithstanding the foregoing, if ConnX desires to pursue a claim related to property ownership, intellectual property, non-solicitation, and/or confidentiality, then ConnX may initiate and pursue said claims in the state or federal courts of the State of New Jersey or other court of competent jurisdiction. ConnX retaining the right to seek injunctive relief.

9.8 Entire Agreement. Unless specifically set forth herein, the Agreement is the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral.

9.9 Force Majeure. Neither Party will be liable for any interruption or delays, failure in performance, loss or damage caused by events outside such Party’s reasonable control, such as (but not limited to): war; acts or threats of terrorism; civil disorder; labor strikes or disruptions; natural disasters (including fires, floods, earthquakes, and severe weather); medical epidemics, pandemics or outbreaks; destruction of network facilities or transportation infrastructure (including explosion, cable cuts, and power blackouts); acts of regulatory or governmental agencies, or any other events beyond such party’s reasonable control.

9.10 Governing Law and Venue. The Agreement, and any disputes arising out of or in connection with the Agreement, will be governed by and construed in accordance with the laws of New Jersey, USA, excluding its rules governing conflicts of laws and the U.N. Convention on the International Sale of Goods. The parties agree that the federal and state courts located in New Jersey, USA will have exclusive jurisdiction for any dispute arising under, out of, or relating to the Agreement.

9.11 Non-Solicitation. During the term of the Agreement and for a period of one (1) year after its termination or expiration, Customer and Customer’s personnel will not, directly or indirectly, call on, solicit, induce, recruit, influence, and/or encourage (a) any ConnX employee, contractor or consultant (i) to terminate, leave the employ of, exit the contractual relationship with ConnX either for Customer’s, Customer’s personnel or any other party; and/or (ii) any ConnX customer, potential customer or end-user to become a client or customer of Customer or any of its Affiliates with respect to any ConnX replacement or competing product or service; (b) any ConnX vendor or licensor to cease selling or licensing to ConnX; and/or (c) any of ConnX’s clients, licensors, licensees, customers or other parties contractually engaged with ConnX from purchasing ConnX’s Products to any party in competition with the business of ConnX.

9.12 No Waiver; Non-Exclusivity of Remedies. The failure of either Party to assert any of its rights under the Agreement will not be deemed to constitute a waiver of that Party’s right thereafter to enforce each and every provision of the Agreement in accordance with its terms. Any exercise of either Party’s rights hereunder at any time will not preclude the exercise of any other right.

9.13 Publicity and Advertising. Except as set forth in the Agreement, neither Party will publish or use any advertising, sales promotion, press release or other publicity that uses the other Party's name, logo, trademarks, or service marks without the prior written approval of the other Party.

9.14 Record Keeping. At all times during the term of the Agreement and for a period of two (2) years after its termination or expiration, Customer will (a) maintain full, complete and accurate written books of account and records with regard to its Activities including, without limitation, Customer information and such other information as ConnX may require in its sole discretion; (b) provide ConnX with reports regarding its activities hereunder; and (c) immediately report to ConnX all claimed or suspected Software defects and other Customer complaints.

9.15 Relationship Between Parties. Customer will act as an independent contractor under the terms of the Agreement. Nothing in the Agreement will be construed (a) to give either Party the power to direct or control the daily activities of the other Party; or (b) to constitute the Parties as employer and employee, principal and Customer, franchisor and franchisee, partners, joint ventures, co-owners or otherwise as participants in a joint undertaking.

9.16 Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to a final judicial decree or decision, the remainder of the Agreement will remain valid and enforceable according to its terms. In the event of such partial invalidity, the Parties will seek in good faith to agree on replacing any such legally invalid provision with a provision which, in effect, will most nearly and fairly approach the effect of the invalid provision.

9.17 Survival of Terms. Notwithstanding the termination or expiration of the Agreement, the Parties will continue to abide by the terms of (a) General Terms and Conditions §§4 (Limitation of Liability), 6 (Confidential Information), 8 (Export Control and Re-Exportation), and 9 (General Provisions); and (b) Customer Master Agreement §§4 (Orders), 6 (Invoices, Payment; Taxes), and 7 (Intellectual Property Rights).