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CLIENT TERMS AND CONDITIONS

Effective Date: February 26, 2026

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. BY REGISTERING TO BECOME A USER OR BY USING THE SPLICER NETWORK PLATFORM, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT AND YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE PLATFORM.

These Client Terms and Conditions (these “Client Terms”) state the terms and conditions between Nevantin Services, LLC, a Texas limited liability company, with its principal place of business at 603 Main St., Ste 201, Garland, TX 75040 (“Splicer Network”, “we”, “us”, or “our”) and the entity purchasing specialized telecommunications infrastructure services (“Client”, “you”, or “your”). Splicer Network and Client are referred to collectively as the “Parties” and individually as a “Party”. Client is also subject to the terms of the Splicer Network User Agreement (the “User Agreement”), which is incorporated herein by reference. Capitalized terms used in these Client Terms which are not defined have the meaning stated in the User Agreement.

Splicer Network reserves the right to change these Client Terms at any time in its sole business discretion. Client shall check these Client Terms regularly for changes. Client’s continued use of the Platform following the posting of any changes to these Client Terms constitutes Client’s acceptance of and agreement to our changes.

  1. Relationship. (a) These Client Terms state the terms under which Client purchases specialized telecommunications infrastructure services from Splicer Network. (b) Splicer Network acts as the prime contractor for all work performed under an accepted work order (a “Work Order”). Client issues Work Orders to Splicer Network, and Splicer Network is responsible for the performance, quality, and technical integrity of the work delivered. (c) Splicer Network engages specialized independent service providers (each a “Provider”) as subcontractors to execute the physical requirements of the Work Order. Client hereby consents to Splicer Network's use of Providers as subcontractors. Splicer Network is a direct party to the Work Order with the Client. (d) Splicer Network assumes full responsibility for the performance of the services. Subject to the provisions hereof regarding warranty and limitations of liability, Splicer Network guarantees the technical quality and completion of the work performed under the Work Order, assuming financial liability to remediate technical failures (the “Splicer Network Guarantee”), provided that such Work Orders are successfully validated through the Technical Proof of Work (“TPoW”) process. Liability under the Splicer Network Guarantee is strictly capped at the total value of the specific open Work Order. Splicer Network warrants the labor performed under any Work Order against defects for a period of six (6) months following the completion date.

    (e) In the event Client uses a third party to manage Work Orders on the Platform on behalf of Client, the third party is deemed the Client’s agent for this and all related purposes. Client remains responsible for all obligations set forth in these Client Terms, including without limitation those regarding payment, data ownership, and confidential information.

  2. Provider Data. Client acknowledges that the profile information for each Provider available via the Platform is compiled and maintained by the Providers themselves and not Splicer Network. Client is responsible for conducting whatever investigation or verification of a Provider’s profile information that Client deems necessary for purposes of entering into a Work Order with that Provider. Splicer Network does not investigate Providers and does not certify or verify the skills, qualifications, background, experience or other profile information provided by Providers. Splicer Network makes no representation as to the validity or accuracy of information provided by Providers. Client uses the Platform and contracts for completion of Work Orders at its own risk.

  3. Provider Registration. Client has access to profiles of all registered Providers offering their services through the Splicer Network Marketplace.

  4. Independent Business Entity. Client represents and warrants that it operates as an independently established business entity. Client further represents and warrants that it meets all applicable criteria for a business-to-business exemption under state and federal independent contractor classification laws, including maintaining its own separate business location, utilizing its own capital and specialized equipment, and holding itself out to the public as available to provide its services. Client agrees to notify Splicer Network immediately if it no longer operates as an independent business entity.

  5. Data and Intellectual Property. (a) Client Data. Splicer Network does not own any information, text, or data that Client submits to the Platform (the “Client Data”). Client has sole responsibility for the accuracy and legality of Client Data. Client grants Splicer Network a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display Client Data solely in connection with its operation of the Platform and technical review purposes. Splicer Network will only use personally identifiable information of Client included in the Client Data for purposes of providing, improving and customizing the Platform, and to de-identify such Client Data. Once Splicer Network has de-identified Client Data, Splicer Network may analyze, use and disclose such de-identified information for any purpose, including for marketing and advertising. Splicer Network is hereby granted a nonexclusive perpetual license to use Client Data for internal tracking and product development and research. (b) Work Product Assignment. Splicer Network agrees to assign to Client all right, title, and interest in and to the technical artifacts, .SOR traces, and as-builts produced under a Work Order (the “Work Product”). (c) Payment Contingency and Interim License. THE PERMANENT ASSIGNMENT OF WORK PRODUCT TO THE CLIENT IS STRICTLY CONTINGENT UPON CLIENT’S PAYMENT OF ALL FEES AND CHARGES DUE FOR THE APPLICABLE WORK ORDER. However, during the invoicing period, Splicer Network grants the Client a temporary, revocable, non-exclusive license to use the Work Product solely for its internal network operations. This temporary license automatically converts to a permanent assignment upon receipt of full payment, or is instantly revoked if the Client defaults on its payment obligations.

  6. Payment and Fees. (a) Client shall pay Splicer Network the fees set forth in the accepted Work Order. The payment obligations of Client to Splicer Network are separate and independent of any payment obligations Splicer Network may have to any subcontractor or Provider. Splicer Network does not hold Client funds in a custodial or escrow capacity. Client shall pay Splicer Network directly for the services provided. All payments, fees, and charges are in U.S. Dollars only. All monetary amounts displayed on the Platform are U.S. Dollars only. (b) Change Orders and Contingency Rates. Client acknowledges that Work Orders may include predefined contingency rates (e.g., "Rock Adders", "Stringer Adders") for concealed or undisclosed site conditions. If such conditions are encountered during performance, Splicer Network may halt work and calculate an adjusted Turnkey Price based on these predefined rates. Any such adjustment must be documented in a written Change Order on the Platform and approved by Client before work proceeds. (c) Once a Provider completes the services set forth in a Work Order, the Provider designates the Work Order as complete. Splicer Network personnel then review the TPoW submission for technical accuracy. Client has the opportunity to authorize its acceptance of a completed Work Order, reject the Work Order, or otherwise dispute its acceptance. If Client does not accept, reject, or dispute a completed Work Order within fifteen (15) days of Provider having marked it complete, Client is deemed to accept the completed Work Order, and Client will be charged the applicable fees. (d) Once the authorization of the acceptance of a completed Work Order has been done and Splicer Network facilitates Client’s payment, Splicer Network has no further financial obligation with respect to Client or Provider under that Work Order. Any refund of amounts paid or a warranty claim related to a Work Order is the responsibility of the Provider. (e) Splicer Network reserves the right to suspend or terminate Client’s access to the Platform in order to protect Splicer Network’s rights and interests. (f) Taxes and Tax Status. The Turnkey Price is exclusive of any applicable sales, use, or excise taxes. Client is strictly liable for all such taxes. If Client claims an exemption from sales or use tax for telecommunications infrastructure work, Client MUST upload a valid, fully executed Tax Exemption Certificate or Resale Certificate to the Platform's Tax Exemption Vault prior to Work Order creation. If a Client's certificate expires within the Vault, Splicer Network will automatically assess and invoice applicable sales/use taxes on all subsequent Work Orders. Splicer Network shall issue zero retroactive tax refunds if Client fails to update its documentation in a timely manner. In the event a taxing authority determines that a transaction was taxable due to an invalid or missing certificate, Client shall fully indemnify Splicer Network against all such taxes, interest, and penalties. (g) Payment Terms; Billing. Client shall pay Splicer Network in accordance with the payment terms described in the Work Order. Unless otherwise specified in a specific Work Order, all payments are due Net-30 days from the date of Client's receipt of Splicer Network's invoice. Any sum due Splicer Network for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by Client of an invoice from Splicer Network. (h) Substantial Completion and Standby Rate. Splicer Network is entitled to invoice, and Client is obligated to pay, upon "Substantial Completion" of a Work Order. Substantial Completion is defined as the point at which the infrastructure is capable of passing telecommunications traffic and the TPoW artifacts verify technical continuity, subject only to the withholding of a predefined punch-list value for minor aesthetic or administrative tasks. Additionally, if a Provider arrives at a Job Site at the scheduled time but is prevented from working due to Client-side delays (e.g., missing materials, lack of access), Client shall be liable for an hourly "Standby Rate" to be determined by a reasonable value established by Splicer Network.

  7. Tax Reporting and Payment Obligations. (a) Splicer Network, as the prime contractor and payer-of-record, will provide Providers with annual I.R.S. Form 1099-NECs and file such forms as required by the Internal Revenue Service for work done in the United States for each year that the amounts paid exceeds $600. (b) Splicer Network shall provide Client with a completed I.R.S. Form W-9 upon request. Client and Splicer Network acknowledge that they are independent contractors, and Client is responsible for its own tax reporting obligations related to payments made to Splicer Network. (c) Client is responsible for meeting any and all tax payment or reporting obligations that may be imposed by the laws of any legal jurisdiction as a result of the payment of fees to Splicer Network.

  8. Service Levels. [Intentionally Omitted]

  9. Support and Maintenance. Splicer Network and Client shall use best efforts to provide support and resolve issues related to the Platform.

  10. Data Security. Splicer Network will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Client in accessing and using the Platform. Client is solely responsible for the security of all usernames and passwords. If the security of such information is compromised, Client agrees to promptly notify Splicer Network.

  11. Equipment Costs. Client is responsible for all equipment, network, and other costs necessary for Client to access and use the Platform via the Internet.

  12. No Consulting Services. Splicer Network is not obligated to provide Client with any consulting or other services related to the use of the Platform.

  13. Confidentiality. In performing and accepting services, Splicer Network and Client may exchange technical, product, financial, and business information which is confidential or proprietary to them. The Parties agree to execute and be fully bound by the Splicer Network Mutual Confidentiality Agreement (the “MCA”), which is hereby incorporated by reference into these Client Terms. All exchanges of Confidential Information (as defined in the MCA) shall be governed exclusively by the terms of the MCA.

  14. No Circumvention; Non-Interference. (a) Client shall engage Providers introduced through the Platform to perform services for Client directly through the Platform only. In the event that Client is introduced to new Providers through the Platform, the provisions of this Section 14 shall immediately take effect with respect to such Providers. Client shall not communicate with any Providers whom it has met on the Platform outside of the Platform for the purpose of avoiding any obligations under these Client Terms, including the obligation to pay Splicer Network fees or markups. (b) Non-Solicitation of Subcontractors. For the term of Client’s use of the Platform and twelve (12) months thereafter, Client shall not, directly or indirectly, solicit for employment, hire, or engage any Provider introduced to Client via the Splicer Network Platform to perform services similar to those offered by Provider through the Platform, except through the issuance of Work Orders via Splicer Network. This restriction applies strictly to Providers with whom Client had no documented pre-existing business relationship prior to their introduction via the Platform. (c) Liquidated Damages. Client acknowledges that Splicer Network incurs significant costs in vetting, onboarding, and managing its specialized subcontractor network. In the event of a breach of Paragraph 14(b), Client shall pay Splicer Network the sum of $25,000 as liquidated damages for each individual Provider so hired or engaged. The Parties agree that this sum is a reasonable estimate of the damages Splicer Network would suffer and is not a penalty. (d) Interference. Client shall not take any action which interferes with the contractual relationship between Splicer Network and any of its Providers. (e) Authorized Communications and Change Orders. Splicer Network recognizes that face-to-face and on-site meetings between Client and Provider are often practical and encouraged to ensure the right work gets done correctly. Notwithstanding the foregoing, all modifications to the scope of work, technical specifications, or pricing must be in writing and documented in a formal Change Order on the Platform. If Client directs or authorizes any changes via off-platform communication without an approved Change Order on the Platform, Client agrees to hold Splicer Network harmless from any resulting liability, technical failures, or costs.

  15. Term and Termination. (a) Term. This Agreement is legally binding as of the Effective Date and shall continue for a full twelve (12) months from the Effective Date (the “Term”) with automatic renewal unless otherwise agreed to in a Work Order. The Agreement will be automatically renewed for a twelve (12) month Term unless a cancellation notice is given to Splicer Network during the final thirty (30) days of the current Term. (b) Termination for Convenience. Splicer Network may terminate this Agreement for convenience upon sixty (60) days prior written notice to the Client. (c) Termination for Cause. If either Party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching Party is not diligently pursuing a cure to the non-breaching Party’s sole satisfaction, within ten (10) calendar days after written notice of the breach the non-breaching Party may terminate this Agreement for cause as of a date specified in such notice. (d) Payments upon Termination. Upon the termination of this Agreement, Client shall pay to Splicer Network all undisputed amounts due and payable hereunder. If these Client Terms are terminated for any reason, Splicer Network will make the Client Data available for transmittal to Client within a reasonable period after receiving a written request from Client, provided such request is received within sixty (60) days following termination.

  16. Warranties and Disclaimer. (a) General. Splicer Network and Client each represent and warrant as to themselves that (i) each are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which they were formed; (ii) each has full power and authority to execute, deliver, and perform these Client Terms; (iii) these Client Terms have been duly authorized, executed, and delivered by and are a legal, valid, and binding obligation; and (iv) each of their obligations under these Client Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency. (b) Client Data. Client represents and warrants that: (i) Client owns or has secured sufficient intellectual property rights to the Client Data to deliver it to Splicer Network for use in the Platform; (ii) the Client Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (iii) the Client Data does not and will not contain a software virus or other harmful component. (c) Safety and Technical Compliance. Client represents and warrants that it is in full compliance with all applicable laser safety standards (including ANSI Z136.1 and OSHA 1910.268) and all other safety regulations governing high-powered telecommunications systems and tools present on any job site where a Work Order is posted. Client further warrants that it has implemented appropriate lockout/tagout (LOTO) procedures and hazard mitigation protocols for all active circuits and high-power laser equipment. (d) Design and Technical Specification Warranty. Client represents and warrants that all blueprints, CAD designs, schematics, and technical data provided for a Work Order (the “Client Specifications”) are accurate, truthful, and do not infringe on any third-party intellectual property rights, copyrights, or trade secrets. Client acknowledges that Splicer Network and its Providers rely strictly on the Client Specifications to calculate pricing and perform the services. Client assumes all additional costs (including without limitation re-mobilization fees or scope-of-work increases) resulting from technical inaccuracies or errors discovered in the Client Specifications. Client shall fully indemnify, defend, and hold Splicer Network harmless from and against any claims of patent or copyright infringement arising from the use of the Client Specifications. (e) Warranty of Lawful Access. Client represents and warrants that it has secured all necessary legal rights of entry, easements, municipal permits, and property owner permissions required for Splicer Network and its designated Providers to lawfully access the Job Site and perform the services. Client shall fully indemnify, defend, and hold Splicer Network and its Providers harmless against any claims, fines, or damages arising from trespassing, unauthorized entry, or failure to secure proper right-of-way.

  17. Disclaimer. USE OF THE PLATFORM IS AT CLIENT’S SOLE RISK. EXCEPT AS SET FORTH EXPRESSLY IN THESE TERMS AND CONDITIONS, THE PLATFORM IS PROVIDED “AS IS” AND “AS-AVAILABLE” AND WITHOUT A WARRANTY OF ANY KIND. SPLICER NETWORK DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION OR QUALITY OF THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPLICER NETWORK DOES NOT WARRANT THAT THE PLATFORM WILL MEET ANY USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY SPLICER NETWORK WILL CREATE A WARRANTY REGARDING THE PLATFORM. NO AGENT OR EMPLOYEE OF SPLICER NETWORK IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF SPLICER NETWORK OR MODIFY THE LIMITATIONS STATED IN THIS PARAGRAPH 17.

  18. Indemnification. (a) Splicer Network Indemnification. Splicer Network shall indemnify and hold Client, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (i) any alleged conduct which would constitute a breach of the representations and warranties of Splicer Network set forth herein; or (ii) a claim that the use of the Platform (other than third party materials) infringes the copyright, trademark, or United States patent rights of any third party. Upon notice of an alleged infringement or if in Splicer Network’s opinion such a claim is likely, Splicer Network shall have the right, at its option, to obtain for Client the continuing right to use the Platform, substitute other non-infringing functionality, or modify the Platform so that it is no longer infringing. THIS PARAGRAPH SETS FORTH SPLICER NETWORK’S SOLE AND EXCLUSIVE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR SPLICER NETWORK’S INFRINGEMENT OF THIRD-PARTY RIGHTS OF ANY KIND. (b) Client Indemnification. Client shall indemnify and hold Splicer Network, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, fines, taxes, and expenses, including reasonable legal fees and costs, arising out of or in connection with: (i) a claim based on any alleged misuse of the Platform by Client, or its agent or a claim that any Client Data infringes the copyright, trademark, or patent rights of any third party; (ii) any alleged conduct which would constitute a breach of the representations and warranties of Client set forth herein; (iii) the negligent or intentional acts of Client; (iv) violation of the law by Client; (v) any claims arising out of or related to any Work Order, including any claims by any third party, worker who applies through or is engaged through the Platform, or government agency that a Provider or worker was misclassified as an independent contractor or employee of Client, any claim that Splicer Network was an employer or joint employer of a Provider or worker, and related legal claims under any employment laws; and (vi) alleged violation of trademark, patent, copyright, trade secret or other intellectual property rights, or any third party contractual restrictions such as a non-compete, arising out of or related to the Platform. Client agrees to provide Splicer Network with notice within ten days of either the discovery of the occurrence upon which the claim may be based or learning of the claim, whichever occurs first. (c) Conditions. Each Party shall indemnify the other Party as set forth above provided that: (i) the indemnified Party notifies the indemnifying Party promptly in writing of the claim; (ii) the indemnifying Party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified Party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (iii) the indemnified Party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.

  19. Limitations of Liability. (a) SPLICER NETWORK’S AGGREGATE LIABILITY TO CLIENT FOR CLAIMS RELATING TO THESE TERMS, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES OR CHARGES PAID OR OWING TO SPLICER NETWORK FOR WORK ORDERS COMPLETED FOR CLIENT DURING THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THESE CLIENT TERMS OR $2,500, WHICHEVER IS LESS; PROVIDED, HOWEVER, THAT SPLICER NETWORK'S LIABILITY FOR DIRECT COSTS INCURRED UNDER THE SPLICER NETWORK GUARANTEE SHALL BE CAPPED AT THE VALUE OF THE SPECIFIC OPEN WORK ORDER TO WHICH THE GUARANTEE APPLIES. (b) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) Allocation of Risk. Splicer Network and Client acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of these Client Terms, and that absent these limitations the Parties would not have executed these Client Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy. (d) Waiver of Consequential Damages for Delay. Splicer Network’s sole liability to Client for any failure to meet a scheduled completion date or performance deadline is limited to the predefined Liquidated Damages (if any) specified in the applicable Work Order. Client hereby waives any and all claims for consequential, indirect, or incidental damages arising from schedule overruns, including but not limited to lost subscriber revenue, network downtime costs, or third-party service level agreement penalties.

  20. Client-Provided Materials (CPM). (a) Title and Declaration of Value. For Work Orders where the Client provides materials (including but not limited to fiber cable, enclosures, ISP hardware) (the “CPM”), Client retains full legal and beneficial title to all such materials at all times. Client MUST declare the true replacement value of all CPM within the specific Work Order on the Platform prior to the commencement of work. (b) Risk of Loss and Liability Cap. The risk of loss or damage to CPM passes to Splicer Network (and its subcontractors) upon the physical acceptance of the materials by a Provider. Splicer Network’s responsibility for the materials terminates upon the successful installation of the materials or their return to the Client’s designated facility. SPLICER NETWORK’S AGGREGATE LIABILITY FOR LOSS, THEFT, OR DAMAGE TO CPM IS STRICTLY CAPPED AT THE LOWER OF THE DECLARED REPLACEMENT VALUE OR $10,000 PER INDIVIDUAL WORK ORDER. (c) Exclusions. Splicer Network shall not be liable for: (i) manufacturing defects in the CPM; (ii) materials that are stolen or damaged prior to physical receipt by a Provider; or (iii) damage caused by inaccurate technical data or installation instructions provided by the Client.

  21. Emergency Dispatch. For Work Orders designated as "Emergency Restoration" or initiated via the emergency interface, the following additional terms apply and take precedence over any conflicting terms: (a) 4-Hour SLA Performance Target. Splicer Network utilizes specialized routing to target a 4-hour Service Level Agreement (“SLA”) for technician arrival. This is a performance target and not a time-is-of-the-essence guarantee. (b) Total Disclaimer of Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION, SPLICER NETWORK SHALL HAVE ZERO LIABILITY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM AN EMERGENCY DISPATCH, INCLUDING BUT NOT LIMITED TO: BUSINESS INTERRUPTION, LOSS OF DATA, NETWORK DOWNTIME, OR THIRD-PARTY SLA PENALTIES INCURRED BY THE CLIENT. THE SOLE REMEDY FOR A BREACH OF AN EMERGENCY SLA IS THE REFUND OF THE SPECIFIC EMERGENCY SURGE FEE PAID FOR THAT INDIVIDUAL WORK ORDER.

  22. Stop Work Authority. Client grants Splicer Network, the Provider, and any on-site Splicer Network representative the absolute authority to stop work immediately if a safety violation (including without limitation OSHA 1910.268 non-compliance) or an undisclosed hazard is observed, without penalty or breach of contract. In the event work is stopped due to a verified, undisclosed Client-side hazard or safety violation, Client shall be liable for a Minimum Mobilization Fee of $5,000 to be paid to the Provider.

  23. Insurance Requirements. Splicer Network shall maintain, and shall require any Provider acting as its subcontractor to maintain, insurance coverages in accordance with the Splicer Network Insurance Requirement Policy, which is hereby incorporated by reference.

  24. Government Funded Projects and Prevailing Wage. (a) Automated Tools Disclaimer. Splicer Network may provide automated tools and features on the Platform intended to assist with prevailing wage determinations (e.g., Davis-Bacon Act) and the generation of certified payroll reports (e.g., WH-347). (b) Client Responsibility. Client acknowledges and agrees that such tools are provided for convenience only. Client remains strictly and ultimately responsible for verifying the accuracy of all wage determinations, labor classifications, and certified payroll reports. Splicer Network makes no representation or warranty regarding the legal compliance of the automated outputs. Client shall fully indemnify, defend, and hold Splicer Network harmless from and against any claims, audits, penalties, or liabilities arising from or related to any federal or state prevailing wage requirements. (c) Build America, Buy America (BABA) Compliance. For federally funded projects subject to the Build America, Buy America Act, Client shall select the "BABA Compliance" job parameter when creating the Work Order. Client warrants that any CPM provided for such Work Orders is fully BABA compliant. Client shall provide all necessary certifications of origin upon request.

  25. General Provisions. (a) Notices and Approvals. Each Party shall provide notices under the Agreement to the other Party by sending an email to the email address provided. A Party may change its address by giving notice in writing to all other Parties in the manner set forth in this paragraph, stating the new address. Notices via email shall be treated as received when the email is sent. Under this Agreement, the Parties may use emails and digital signatures to satisfy written approval and consent requirements. (b) Governing Law. This Agreement, and the application or interpretation thereof, will be governed exclusively by its terms and by the laws of the State of Texas without regard to its conflict of laws provisions. Venue for any action related in any way to any dispute, controversy, or claim arising out of, or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, shall be exclusively in the State and/or Federal Courts in Dallas County, Texas. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (c) Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT. Each Party, after consulting or having had the opportunity to consult with counsel, to this Agreement certifies and acknowledges that (i) no representative of any other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action; (ii) such Party has considered the implications of this waiver; (iii) such Party makes this waiver voluntarily; and (iv) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section. (d) No Class Actions. CLIENT MAY ONLY BRING CLAIMS AGAINST SPLICER NETWORK IN AN INDIVIDUAL CAPACITY. CLIENT HEREBY WAIVES ANY RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING CONCERNING ANY DISPUTE ARISING OUT OF THIS AGREEMENT. (e) Assignment. Client shall not assign or otherwise transfer its rights or obligations under this Agreement for any reason without the prior written consent of Splicer Network. Splicer Network may assign this Agreement in its business discretion without Client's consent, provided that the assignee assumes and agrees to perform all of Splicer Network’s obligations under this Agreement. (f) Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their permitted respective successors and assigns. (g) Waiver. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. (h) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision. (i) Survival. The terms and conditions of this Agreement which are intended by their nature to survive its termination, including without limitation the provisions regarding Confidentiality, No Circumvention; Non-Interference, Indemnification, Limitations of Liability, and Governing Law, shall survive such termination. (j) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The Parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature. (k) Entire Agreement. This Agreement may only be amended by an instrument in writing signed by the Parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts. (l) Force Majeure. Neither Party shall be liable to the other Party for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, localized severe weather, civil unrest, or telecommunications grid failures. For Work Orders designated as "Emergency Restoration," a Force Majeure event may excuse a breach of an arrival SLA, but it shall not excuse a Party from its duty to resume performance at the earliest possible moment that safety and conditions permit.

Contact Information

Nevantin Services, LLC, dba Splicer Network™ 603 Main St., Ste 201 Garland, TX 75040 hello@splicer.network