Matrix Networks' Network Audit Agreement Terms and Conditions

These Matrix Terms and Conditions, together with the attached Sales Quote, constitute the agreement ("Agreement") between Matrix Networks ("Matrix") and the customer executing this Agreement ("Customer"). This Agreement will be effective as of the date the Sales Quote incorporating these Terms and Conditions is signed by both parties (the “Effective Date”).

Recitals

Customer has executed a Sales Quote dated [date] (the “Quote”), together with the Terms and Conditions incorporated therein (collectively, the “Agreement”) to obtain from Matrix Network certain network Auditing Services (the “Services”). The Services shall be provided subject to the following terms and conditions.

Terms

In consideration of the terms, representations, warranties, covenants and conditions below, the parties agree as follows:

1) Auditing Services. As soon as practical following the Effective Date, but no later than thirty (30) days following the Effective Date, the parties shall complete the following:

1. Matrix will provide a network monitoring device (the "Monitor") for Customer to install, or allow Matrix to install, on the Customer’s network.
2. Customer will provide Matrix with all access credentials, diagrams, documentation, and related materials necessary to access and analyze all relevant portions of the Customer’s network ("Audit Credentials").;

1. Matrix will perform a network audit based on the data collected using the Monitor and Audit Credentials, providing a written report with findings, observations, and recommendations ("Audit Report").
2. Upon Matrix’s completion of the Audit, Matrix will provide Customer with a written report of the Audit results, together with any comments and recommendations Matrix has with respect to the Audit metrics.

1. Upon delivery of the Audit report, Customer will, at its own expense, and in the manner directed by Matrix, return the network Monitor to Matrix.
2. Delivery of the Audit report will constitute completion of the Services. Customer understands and acknowledges that no ongoing monitoring or other network services are being provided in connection with the Services, and that the Audit report simply represents a snapshot of Customer’s network at the time of the Audit

Customer Responsibilities.

Customer agrees to:

1. Install or permit installation of the Monitor within five (5) business days of receipt;
2. Provide Audit Credentials and network documentation within five (5) business days of request;

1. Ensure Matrix has reasonable access to facilities, personnel, and systems necessary to perform the Audit;
2. Return the Monitor within thirty (30) days of receiving Matrix's written instructions.

Failure to provide timely access or information may delay or limit the scope of the Audit. Matrix shall not be responsible for delays or omissions in the Audit Report resulting from such failure.

Customer shall pay Matrix for the Audit Services in the amount and manner set forth in the Quote.

2) Payment, Taxes, Interest.

Customer shall pay Matrix for the Audit Services in the amount and manner set forth in the Quote.

3) Term of Agreement, Termination. The Agreement shall expire and terminate upon delivery of the Audit report and the return of the Monitor.

4) Ownership of Monitor. Customer understand and acknowledges that the Monitor is the sole property of Matrix and must be returned at the end of the Audit Services. Customer shall use commercially reasonable care to protect the Monitor from loss or damage and shall be liable for any damage to or loss of the Monitor. a. If Customer fails to return the Monitor within 30 days following its receipt of Matrix's return instructions, Customer authorizes Matrix to enter the premises where the Monitor is located and take possession of the Monitor, or to invoice Customer for current cost of replacing the Monitor, in Matrix’s sole discretion. Customer authorizes Matrix (or its vendor, as applicable) to file with the appropriate governmental entity in the state where Customer is incorporated or organized, one or more Uniform Commercial Code Financing Statements reflecting Matrix's or its vendor’s ownership of the Equipment.

5) Matrix’s Warranties and Limitation of Warranties.

1. Matrix warrants that the Services will be provided in a commercially reasonable fashion, substantially in accordance with the specifications set forth in the Quote.
2. Except as specifically set forth above: (i) the Services, the Monitor, and any software provided with the Montor, are provided to customer on an “as is” and “as available” Basis, without warranties of any kind, either express or implied; and (ii) Matrix disclaims, to the fullest extent allowed by law, all implied warranties and conditions, including, without limitation, warranties of quiet enjoyment or non-infringement, warranties of merchantability or fitness for a particular purpose, and warranties under the uniform computer informational transactions act, as may be adopted by any jurisdiction from time to time.

6) Limitation of Remedies. In no event shall Matrix be liable to Customer for any indirect, incidental, special or consequential damages or lost profits arising out of or related to the Agreement, or to the performance or breach thereof, even if Matrix has been advised of the possibility thereof. Matrix’s maximum liability for any claim arising from this Agreement, including, without limitation, claims based upon statutes, product liability, negligence or other tort claims, shall be limited to the amount received by Matrix from Customer under this Agreement for the Services. The remedy set forth above is exclusive and in lieu of all others, oral or written, expressed or implied. Customer acknowledges that the limitation of remedies contained in this Section 8 are an essential basis for the rights and obligations agreed to under this Agreement, and that Matrix would not enter into this Agreement absent such limitations. Customer waives all defenses based upon the doctrine that its remedies fail their essential purpose.

7) Force Majeure. Neither party shall be in breach of this Agreement by reason of its delay in the performance of, or failure to perform, any of its obligations hereunder if such delay or failure is caused by acts of God or any event beyond its reasonable control, including, without limitation, the failure of the other party to cooperate as contemplated in this Agreement, natural disasters, acts of government, power failures, supply chain failures or delays, fire, floods, labor disputes, riots, acts of war, epidemics and pandemics (a AForce Majeure Event@). In the event a Force Majeure Event arises, Matrix shall have the right, in its sole discretion, to either terminate this Agreement and take possession of (or be paid for) its Monitor installed in connection with the Services, or to continue with its performance under the Agreement following the end of the Force Majeure Event.

8) Notices. Any notice, request, demand, or other communication to be provided under this Agreement shall be in writing, and shall be delivered to the parties at the addresses designated in the Quote, or at such other address as a party may later designate by written notice to the other parties. All notices shall be effective upon hand delivery or when placed in the United States mail, properly addressed, with postage prepaid as certified mail.

9) Notice of Breach. Except for a default in payment, for which no notice shall be required, neither Matrix nor Customer shall be deemed in breach of this Agreement until the party claiming the breach has given written notice of the alleged breach to the other party, and the claimed breach has not been remedied within 30 days after such notice is delivered.

10) Remedies Upon Breach. In the event a party breaches any covenant, warranty or term of this Agreement, the non-breaching party may pursue any legal or equitable remedies available to it under this Agreement and the laws of the state of Oregon.

11) Non-Waiver. The failure or delay of any party to require performance of, or to otherwise enforce, any condition or other provision of this Agreement shall not waive or otherwise limit that party's right to enforce, or to pursue remedies for the breach of, any such provision or condition. No waiver by any party of any particular condition or provision of this Agreement, including this non-waiver provision, shall constitute a waiver of or limitation on that party's right to enforce performance of, or to pursue remedies for the breach of, any other condition or provision of this Agreement. Any waiver of a party’s rights under this Agreement must be contained in a writing signed by the waiving party.

12) Successor Interests. This Agreement is not voluntarily assignable or transferable by any party to this Agreement without the express written consent of the other party or parties, which shall not be unreasonably withheld, conditioned or delayed. Subject to this restriction, this Agreement is binding upon, and shall inure to the benefit of, the successors, assigns, and bankruptcy estates of each of the parties.

13) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon without regard to, or application of, Oregon's conflict of law provisions.

14) Jurisdiction, Venue. The parties agree that any suit, action or arbitration proceeding arising out of or relating to this Agreement shall be brought in Multnomah County, Oregon, and the parties expressly consent to the personal jurisdiction over them of any state or federal court in Multnomah County, Oregon. The parties reserve their rights under the Federal Rules of Civil Procedure to remove an action to federal court.

15) Dispute Resolution/Arbitration. In the event a dispute arises between the parties relating to or arising out of this Agreement, the parties agree to work in good faith to resolve such dispute informally. If the parties are incapable of resolving such dispute informally, any party may submit the dispute to mediation with the Arbitration Service of Portland, located in Portland, Oregon ("ASP"), and such mediation shall occur under the ASP's then‑current mediation rules. All parties shall participate in good faith in such mediation. In the event such mediation does not result in a resolution of the dispute, the dispute shall be resolved by binding arbitration, and a party may then, but only then, initiate an arbitration proceeding with the ASP under ASP's then‑current arbitration rules. In such arbitration, the arbitrator's fees shall be shared equally by the parties during the arbitration, but shall be recoverable as costs to the prevailing party. The arbitrator will control the scheduling of all events and will resolve all disputes, including disputes regarding pretrial procedure and discovery. The decision of the arbitrator (or arbitration panel) will be binding, and any party may submit the decision as an enforceable judgment with any court of competent jurisdiction. Nothing herein shall preclude a party from seeking declaratory or injunctive relief in a court of competent jurisdiction.

16) Attorney’s Fees. If a party to this Agreement breaches any material term of this Agreement, then the non-breaching party or parties shall be entitled to recover all expenses of whatever form or nature, costs and attorney’s fees reasonably incurred to enforce the terms of the Agreement, whether or not suit is filed, including such costs or fees as may be awarded in arbitration or by a court at trial or on appeal. In addition, in the event either party to this Agreement becomes a debtor subject to the United States Bankruptcy Code, the non-debtor party shall be entitled to recover any expenses, costs and fees, including attorney’s fees, incurred in connection with enforcing his, her or its rights against the debtor party, whether those rights arise under this Agreement or involve matters arising solely under the Bankruptcy Code.

17) Confidentiality. The parties agree that, except as otherwise required by law, court order or the exceptions listed in this paragraph, the terms and conditions of this Agreement shall remain confidential between the parties to this Agreement, and shall not be disclosed to any other person or entity. Matrix agrees that all Audit Credentials are highly confidential, are the sole property of the Customer, will be used solely for the provision of the Services, and will not be retained by Matrix after the Services are completed. Notwithstanding the above, the terms of this Agreement may be disclosed to the extent specifically required to perform the provisions of this Agreement, to file federal or state tax returns, and to report to professional organizations, insurers, reinsurers, auditors, and accountants.

AI-Assisted Tools. Matrix uses AI-assisted tools as part of how we deliver and improve our services. This may include processing meeting recordings and transcripts, email and chat communications, support tickets, project notes, and operational data related to your account. These tools help our team work faster and more accurately on your behalf and are operated within Matrix's existing access controls, confidentiality obligations, and security standards. Client data is not used to train any third-party AI model. If you have specific requirements regarding AI use on your account, including limitations for regulated environments, let us know and we will document them.

18) Paragraph Headings. All paragraph headings in this Agreement appear for convenience of reference, and shall not affect the meaning or interpretation of the Agreement.

19) Entire Agreement, Amendments. This Agreement, consisting of the attached Sales Quote and these Terms and Conditions, constitutes the entire agreement between the parties pertaining to the subject matter of the Agreement, and supersedes all prior discussions, negotiations, understandings, representations, and agreements pertaining to the subject matter of the Agreement, whether oral or written, including, without limitation, any previous agreements between the parties with respect to the provision of the Services or Monitor. All terms of this Agreement, including its Recitals, are contractual. This Agreement may be amended or modified only by a written instrument executed by the parties that expressly states the intent of the parties to modify or amend this Agreement.