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PROVIDER 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 Provider Terms and Conditions (these “Provider 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 or individual registering as a specialized telecommunications service provider (“Provider”, “you”, or “your”). Splicer Network and Provider are referred to collectively as the “Parties” and individually as a “Party”. Provider 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 Provider Terms which are not defined have the meaning stated in the User Agreement.

Splicer Network reserves the right to change these Provider Terms at any time in its sole business discretion. Provider shall check these terms regularly for changes. Provider’s continued use of the Platform following the posting of any changes to these Provider Terms constitutes Provider’s acceptance of and agreement to those changes. This Agreement is for a term of sixty (60) days, and is automatically and continuously renewed for additional 60-day terms with continued use. In the event more than 60 days passes without Provider using the Platform, Provider’s next use constitutes a renewal of this Agreement.

  1. Relationship. (a) These Provider Terms state the terms under which Provider acts as an independent subcontractor for Splicer Network to perform specialized telecommunications infrastructure services. (b) Marketplace Affiliates and Fulfillment. Splicer Network acts as the prime contractor for its Clients. Splicer Network engages independent Providers to perform specific projects for Clients pursuant to work orders (“Work Orders”). However, Provider acknowledges and agrees that Splicer Network expressly reserves the right to fulfill any Work Order using its own internal personnel or affiliated corporate entities. Splicer Network does not guarantee exclusive routing or dispatch to independent Providers, and all dispatch decisions are made at Splicer Network's sole discretion. Provider waives any claims for lost business opportunities related to Splicer Network's internal fulfillment. (c) Provider is an independent subcontractor of Splicer Network. Each Work Order constitutes a new subcontract between Splicer Network and Provider to perform work. (d) Splicer Network is the Payer of Record. Splicer Network assumes the obligation to pay Provider for successfully completed and validated Work Orders, independent of when Splicer Network receives payment from the Client. (e) Provider is an independent contractor and is not an employee of Splicer Network or any Client. Splicer Network does not oversee the day-to-day method or process of the Provider’s work but requires that the final result meets the Technical Proof of Work (“TPoW”) specifications. (f) In certain jurisdictions, Provider may be required to register with the Platform as a business entity, and not as an individual. In such jurisdictions, Provider shall provide sufficient proof of Provider’s status and standing as a business entity. Splicer Network reserves the right to inspect documents demonstrating proof of compliance with this provision.

  2. Independent Contractor Relationship. Nothing in this Agreement is intended or should be construed to create an employer-employee relationship, partnership, joint venture, joint employment relationship, single or integrated enterprise or franchisor/franchisee relationship between Splicer Network and Provider. Provider acknowledges and agrees that the relationship is governed by the 2024 Department of Labor (“DOL”) Economic Reality Test. Specifically: (a) Managerial Initiative. Provider maintains an independently established business and has total managerial control over its profit and loss potential. This includes the discretion to accept or reject specific Work Orders, the right to hire its own workers, and the responsibility for its own business growth and strategy. (b) Capital Investment at Risk. Provider warrants that it has made significant capital investment in its own specialized business (including but not limited to $10,000+ in core-alignment fusion splicers, high-dynamic-range OTDRs, and fleet vehicles) and bears the sole risk of financial loss on every project. (c) Confidential Rate Negotiation. Provider shall independently negotiate its base rates with Splicer Network. Both Parties agree that these negotiated rates are strictly confidential and constitute proprietary business information. (d) Price Sovereignty and Splicer Network Markup. Provider maintains the right to set and negotiate its rates. Splicer Network, as a managed marketplace provider, may mark up these negotiated rates to include its own costs, platform fees, and profit before offering turnkey services to Clients on the platform. Provider acknowledges that the "Turnkey Price" presented to Clients reflects this combined value proposition. (e) Degree of Permanence. Work is project-specific and non-recurring; there is no expectation of continuous employment or exclusivity. (f) Provider agrees that Provider will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Splicer Network that is inconsistent with Provider being an independent contractor. Provider is not an agent of Splicer Network and Provider is not authorized to make any commitment or act on behalf of Splicer Network. (g) Provider shall provide all equipment, labor and materials that may be needed to perform any services pursuant to a Work Order. Splicer Network will not provide any equipment, labor or materials. Splicer Network does not guarantee Provider any minimum amount of Work Orders. Splicer Network does not provide Provider with any training or direction with regard to services provided and will have no control over the manner in which services are provided or the timing and location of the provision of services. Provider has the right to determine the manner in which services will be provided to Client consistent with Provider’s experience and specialized skills. Splicer Network places no restriction on Provider’s ability to provide services through other avenues, including Splicer Network’s competitors. (h) Provider Workers. Provider may use its employees and independent contractors (collectively, “Provider Workers”) to provide services. Splicer Network will have no involvement in the hiring, selection or retention of any Provider Workers or in the terms of their employment. Provider assumes absolute and exclusive responsibility for the legal classification, wage-and-hour compliance, and tax withholding for all Provider Workers. Provider shall fully indemnify, defend, and hold Splicer Network harmless against any joint-employer, wage-claim, or misclassification lawsuits or administrative actions originating from Provider Workers. While Provider has the right to select and substitute its personnel, Splicer Network reserves the right to reject any individual Provider Worker who fails to meet the objective skill-gate parameters (including without limitation certifications, equipment proficiency, or background check results) required for a specific Work Order. Furthermore, Splicer Network or the Client’s on-site representative possesses the absolute, unilateral right to demand the immediate removal of any Provider Worker from the Job Site for unprofessional conduct, suspected impairment, or safety concerns, without any liability to Provider for lost productivity or delay. Splicer Network may request that Provider discontinue using the services of a Provider Worker if the Provider Worker presents a safety risk or engages in unlawful conduct in connection with performing work. (i) Benefits and Contributions. Provider is not entitled to, or eligible for, any benefits that Splicer Network may make available to its employees. Splicer Network will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, obtain workers’ compensation insurance, or provide health insurance. Provider is solely responsible for complying with the Affordable Care Act. (j) Insurance Requirements. Provider shall comply with all insurance obligations as specified in the Splicer Network Insurance Requirement Policy, which is hereby incorporated by reference. Provider acknowledges and understands that Provider will not be covered by any workers’ compensation insurance coverage, general liability, or automobile liability insurance coverage that Splicer Network or Client may provide to its employees. If allowed by state law and if validly obtained, Provider may be eligible to opt out of the workers’ compensation requirements by submitting a Statement Affirming Exemption from Worker’s Compensation Coverage to Splicer Network. (k) Background Checks. To the extent permitted by applicable law, Provider shall ensure that, prior to any Provider Worker being assigned to perform services under a Work Order, Provider conducts a criminal background check covering the jurisdictions in which the person was employed or resided for the past seven (7) years. Provider shall not assign any Provider Worker whose background check shows any felony or misdemeanor convictions involving dishonesty (e.g., bribery, fraud, embezzlement, theft) or violence (including sexual or child abuse crimes). Provider shall conduct new background checks on individuals assigned to perform services every three (3) years. Splicer Network reserves the right to request documentation verifying compliance. (l) Prohibition on Sub-Subcontracting. While Provider is permitted to utilize its own W-2 employees or direct 1099 independent contractors to perform services, provided such individuals pass the required background checks as stipulated herein, Provider is expressly prohibited from brokering, assigning, or sub-subcontracting any Work Order to another independent corporate entity or third-party company without the express, prior written consent of Splicer Network.

  3. Independent Business Entity. Provider represents and warrants that it operates as an independently established business entity, free from the control and direction of Splicer Network in connection with the performance of the work, both under the contract for the performance of the work and in fact. Provider 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, independently negotiating its rates, and holding itself out to the public as available to provide similar services. Provider agrees to notify Splicer Network immediately if it no longer operates as an independent business entity.

  4. Data. (a) Client Data. Provider acknowledges that the profile information for each Client available via the Platform is compiled and maintained by the Clients themselves. Provider is responsible for conducting whatever investigation or verification of a Client’s profile information that Provider deems necessary. (b) Provider Work Product and IP Assignment. (i) Ownership. Provider acknowledges that all information, .SOR traces, test results, as-builts, and technical data produced under a Work Order (the “Work Product”) are "work made for hire" for Splicer Network. To the extent any Work Product does not qualify as work made for hire, Provider hereby irrevocably assigns to Splicer Network all right, title, and interest in and to such Work Product. (ii) Platform Use. Provider grants Splicer Network a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, and display Provider profile data in connection with its operation of the Platform. (iii) Successive Chain. Provider acknowledges that Splicer Network will subsequently assign Work Product rights to the Client upon final payment. Provider warrants it has the authority to effect this assignment and will provide necessary assistance to protect these rights. (iv) Technical Verification Access. To ensure the integrity of the TPoW Review, Splicer Network reserves the right to require Provider to grant temporary, read-only "Guest" access to Provider's cloud-based testing accounts (e.g., EXFO Exchange, VIAVI StrataSync) solely for the purpose of validating the authenticity and origin of TPoW artifacts submitted for an active Work Order. (v) Further Assurances; Post-Completion Documentation. Provider agrees to provide reasonable further assurances and assistance to Splicer Network following the completion of a Work Order. This includes providing any additional documentation, metadata, or technical logs that Provider may be able to access related to the job, solely for the purpose of forensic network analysis or resolving technical failures discovered after completion. (c) Data Integrity and Anti-Fraud. Provider warrants that all Technical Proof of Work (“TPoW”) artifacts submitted to the Platform, including but not limited to .SOR traces and geotagged photographs, are genuine, unedited, and accurately reflect the work performed by Provider for the specific Work Order. The falsification, spoofing, manipulation, or recycling of TPoW artifacts constitutes a material breach of this Agreement. In the event of such a breach, Splicer Network reserves the right to immediately and permanently expel Provider from the Platform, forfeit any and all pending payments owed to Provider, and refer the matter to appropriate law enforcement authorities for investigation of wire fraud or other applicable offenses.

  5. Payment for Work Orders. (a) Payment for Work Orders. Provider will receive payment for the services provided as stated in the subcontract price of any applicable Work Orders. Splicer Network assumes the obligation to pay Provider for successfully completed and validated Work Orders. All payments are in U.S. Dollars only. (b) Initiation of Payment. Splicer Network operates on a Net-7 payment schedule for Providers following technical verification. Payment to Provider will be initiated by Splicer Network within seven (7) days after Provider: (i) has completed all services stated in a Work Order; (ii) has verified, via the Platform, that the services have been completed, including submission of required TPoW artifacts (e.g., .SOR traces, geotagged photos, and as-builts); and (iii) Splicer Network personnel have reviewed and validated the TPoW submission. (c) Payment Processor and Account Validity. All disbursements to Provider shall occur exclusively via the Platform's designated third-party payment processor (e.g., Stripe Connect) via commercial ACH. The use of Consumer-to-Consumer payment applications (such as Zelle, Venmo, or CashApp) is expressly prohibited and rejected. Splicer Network disclaims any liability for delayed payments, missed disbursements, or associated banking fees caused by Provider supplying invalid, outdated, or inaccurate routing and account data. (d) Contingency. Provider acknowledges and agrees that Splicer Network’s obligation to pay is contingent upon the successful human-led validation of the TPoW artifacts meeting the technical specifications of the Work Order. By entering into a Work Order, Provider agrees to assume the risk of non-payment for work that fails to meet Splicer Network's validated TPoW standards. (e) Refunds, Offsets, and Recourse. Provider warrants its labor against defects for a period of six (6) months following the completion of the Work Order. Any requests for refunds or warranty claims related to any services provided under a Work Order will be the responsibility of the Provider. If Splicer Network issues an accelerated payment to Provider, and Splicer Network or the Client subsequently initiates a valid, verified dispute regarding defective work, warranty breaches, or TPoW fraud within the warranty period, Splicer Network possesses the absolute right of recourse. Splicer Network may claw back the accelerated funds, deduct them from Provider's retainage, or offset them against any future Work Orders. (f) Chargebacks. In the event Provider performs unacceptable work and Splicer Network determines in its sole discretion that the work will not be remedied by the Provider within forty-eight (48) hours of notification, Splicer Network shall charge back such Provider based on the following rates, deducted from either open invoices or retainage: (i) Underground Work: Foreman ($225/hr), Laborers ($162/hr), 4 Person Crew Minimum ($711/hr), Per Truck ($99/hr), Special Equipment ($135+/hr). (ii) Aerial Work: Foreman ($225/hr), Groundman ($135/hr), 3 Person Crew Minimum ($495/hr). (iii) Splicing/Other: Traffic Control ($184.50/hr), Troubleshooting/Fixing ($265.50/hr), Location Hangs ($225/location). (iv) Markup: Material (Cost plus 27%), Damage Claims (Cost plus 27%). (g) Retainage. Splicer Network shall withhold a retainage of ten percent (10%) from each progress payment and final payment due to Provider under any Work Order, up to a maximum aggregate retainage of $50,000 across all Work Orders for the Provider. Such retainage shall be released within six (6) months following final completion and acceptance by Splicer Network of all services, subject to the resolution of all punch list items and receipt of final lien waivers. (h) Daily Reporting. Provider shall submit daily production reports (“Dailies”) or daily TPoW updates via the Platform within twenty-four (24) hours of completing the work for that day. In the event Provider consistently fails to submit Dailies in a timely manner, Splicer Network reserves the right, in its sole discretion, to delay any and all payments until Provider complies with this daily reporting requirement. (i) Concealed Site Conditions and Change Orders. If Provider encounters concealed or undisclosed site conditions (e.g., subterranean rock) that require the application of predefined contingency rates (e.g., "Rock Adders"), Provider must immediately halt work and notify Splicer Network via the Platform. Provider shall not proceed with work under the contingency rates until a formal Change Order is generated on the Platform and approved by Splicer Network. (j) Standby Rate. If 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, unready preceding work), Provider shall be eligible for an hourly "Standby Rate" to be determined by a reasonable value established by Splicer Network. Any claim for Standby Rate must be documented and submitted via the Platform in real-time.

  6. Tax Obligations. (a) If Provider is a U.S. resident, Provider acknowledges and agrees that Provider will be provided with an I.R.S. Form 1099-NEC (Non-Employee Compensation) on an annual basis for each year that amounts paid to Provider for completed Work Orders meets the minimum reporting threshold established by the Internal Revenue Service. Provider gives permission to Splicer Network to deliver the I.R.S. Form 1099-NEC to Provider electronically. (b) Provider is responsible for complying with any and all tax payment or reporting obligations that may be imposed by the laws of any legal jurisdiction as a result of amounts paid to Provider for completed Work Orders. Provider expressly agrees to indemnify and hold Splicer Network and all Clients harmless from any and all liability, costs, or damages arising from or based on any claim brought by any governmental entity seeking the payment of any taxes based on any services provided by Provider or Provider Workers.

  7. Service Levels. Provider acknowledges and agrees that Splicer Network will not be liable for (a) any unavailability of the Platform caused by acts or omissions of Provider, any Clients or other third parties, or caused by events outside Splicer Network’s control; (b) problems with Provider’s internet access or private computer network and equipment; and (c) Splicer Network’s regularly scheduled maintenance work.

  8. Support and Maintenance. [Intentionally Omitted]

  9. Data Security. Provider is solely responsible for the security of all usernames and passwords.

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

  11. No Consulting Services. Splicer Network will not provide Provider with any consulting or other similar services related to the use of the Platform or its performance of services to Clients.

  12. Confidentiality. (a) Mutual Confidentiality Agreement. Splicer Network and Provider 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 Provider Terms. All exchanges of Confidential Information (as defined in the MCA) shall be governed exclusively by the terms of the MCA. (b) Critical Infrastructure Information (CII) Governance. Provider acknowledges that in the course of performing services, it will have access to Critical Infrastructure Information (“CII”), including fiber-optic route maps and network schematics. Provider warrants that it shall strictly adhere to the Splicer Network CII Protocol, which prohibits the storage of CII on personal cloud drives and mandates a "Post-Completion Data Purge" of all local copies of technical artifacts immediately following TPoW validation. Upon the request of Splicer Network, Provider shall digitally execute a formal Affidavit of CII Destruction on the Platform. Failure to comply with CII governance or to provide a requested Affidavit is a material breach of this Agreement and may be reported to relevant U.S. regulatory authorities. (c) Data Localization and Offshore Processing Ban. Provider represents, warrants, and agrees that no Work Product, TPoW artifacts, Client Data, or CII shall be transmitted to, stored on, viewed from, or processed by any servers, cloud environments, or personnel located outside of the continental United States. Provider is expressly prohibited from utilizing offshore virtual assistants or foreign subcontractors for administrative, technical, or data processing tasks related to any Work Order. Any violation of this data localization mandate constitutes an immediate, incurable material breach of this Agreement.

  13. No Circumvention; Non-Interference; Authorized Communications. (a) Non-Circumvention. Provider shall perform all work for Clients introduced through the Splicer Network Platform strictly as a subcontractor to Splicer Network. Provider shall not communicate with any Clients, or Clients’ clients whom Provider has met on the Platform, outside of the Platform for the purpose of avoiding any obligations under these Provider Terms. For the term of these Provider Terms and twelve (12) months thereafter, Provider shall not directly or indirectly: (i) solicit or accept employment or contract services from any Splicer Network Client introduced to Provider via the Platform, except via subcontract Work Orders issued by Splicer Network; or (ii) take any action which interferes with the relationship between Splicer Network and any of its Clients. This restriction does not apply to Clients with whom Provider can demonstrate a documented pre-existing relationship prior to contact via the Platform. In the event of a breach of this section, Splicer Network reserves the right to seek all available legal remedies, including injunctive relief and damages. (b) Authorized Communications and Change Orders. Splicer Network recognizes that face-to-face and on-site meetings between Provider and Client 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 Provider accepts or performs any changes directed via off-platform communication without an approved Change Order on the Platform, Provider agrees to hold Splicer Network harmless from any resulting liability, non-payment, or technical failures.

  14. Term and Termination. These Provider Terms commence when Provider registers to use the Platform for the first time and continue in force until terminated by either Party. Provider may terminate these Provider Terms immediately upon notice to Splicer Network at any time. Splicer Network may terminate these Provider Terms immediately without any notice, at any time and for any reason. Upon termination, Provider’s right to access and use the Platform will cease immediately. Termination does not relieve Provider of the obligation to pay any fees due to Splicer Network which accrued before the termination date.

  15. Warranties and Disclaimer. (a) General. Provider warrants and represents that (i) Provider is duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which it was formed and engaged in its own independent trade or business prior to entering into this Agreement; (ii) Provider has full power and authority to execute, deliver, and perform these Provider Terms; and (iii) obligations under these Provider Terms shall be performed in compliance with all applicable law, rules, or regulations of any governmental entity or agency. (b) Licenses and Permits. Provider represents and warrants that Provider, at its sole cost and expense, shall obtain, maintain, and furnish all municipal, county, state, and federal licenses, permits, and certificates required by any applicable law in connection with Provider's provision of any services and as may be necessary to perform work in a professional, safe, proper, efficient, timely, and workmanlike manner. (c) Anti-Bribery and Corruption. Provider represents and warrants that Provider will strictly comply with all laws, regulations, and industry norms pertaining to bribery, corruption, and prohibited business practices. Provider warrants that it has neither directly nor indirectly offered nor given, and will not directly or indirectly offer or give, any employee, agent, or representative of Splicer Network or any Client any gratuity, kickback, or any other item of value as an inducement or reward with a view toward securing any business. (d) Provider Data. Provider represents and warrants that: (i) Provider owns or has secured sufficient intellectual property rights to any and all data Provider stores, accesses, and uses with the Platform; and (ii) the data does not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights. (e) Disclaimer. EXCEPT AS SET FORTH EXPRESSLY IN THESE PROVIDER TERMS, THE PLATFORM IS PROVIDED “AS IS.” 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. (f) Equipment Calibration Warranty. Provider represents and warrants that all specialized testing equipment (including but not limited to OTDRs and core-alignment splicers) used to generate TPoW deliverables has been factory-calibrated or certified by an authorized service center within the twelve (12) months immediately preceding the submission of such deliverables. Splicer Network reserves the right to audit and request copies of these calibration certificates at any time. (g) Misrepresentation of Capabilities. Provider represents and warrants that all information provided regarding its technical certifications (e.g., FOA, ETA), OSHA safety records, and capital equipment inventory is accurate and truthful. Any misrepresentation of such capabilities or equipment on the Platform to secure Work Orders constitutes a material breach of this Agreement, resulting in immediate and permanent expulsion from the Platform and the forfeiture of any and all pending payments. (h) Build America, Buy America (BABA) Compliance. If a Work Order is designated with the "BABA Compliance" parameter, Provider represents and warrants that any and all materials sourced or provided by Provider for that project shall be fully compliant with the Build America, Buy America Act. Provider shall upload all required certifications of material origin to the Platform prior to requesting final payment. (i) Statutory Audit and Inspection. For any Work Order designated as requiring compliance with Prevailing Wage laws (e.g., Davis-Bacon) or the Build America, Buy America Act, Provider grants Splicer Network and its designated Clients the right, upon reasonable request and solely in support of ensuring statutory compliance, to audit Provider's payroll records, material origin certificates, and related logs. This audit right persists for a period of three (3) years following the completion of the applicable Work Order.

  16. Indemnification. (a) Splicer Network Indemnification. Splicer Network shall indemnify, defend, and hold Provider 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 infringes the copyright, trademark, or United States patent rights of any third party. (b) Provider Indemnification. Provider shall indemnify, defend, 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 and expenses, including reasonable legal fees and costs, arising out of or in connection with: (i) any claim based on any alleged misuse of the Platform by Provider; (ii) any alleged conduct which would constitute a breach of the representations and warranties of Provider set forth herein; (iii) violation of applicable law by Provider or Provider’s Workers; (iv) any claim based on the negligent or intentional acts by Provider or Provider’s Worker; and (v) related to any Work Order, including any claims by any third party or government agency that Provider was misclassified as an independent contractor, any claim that Splicer Network was an employer or joint employer of Provider and/or any Provider Worker, and related legal claims under any employment laws.

  17. Limitations of Liability. (a) SPLICER NETWORK’S AGGREGATE LIABILITY TO PROVIDER FOR CLAIMS RELATING TO THESE PROVIDER 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 BY PROVIDER FOR THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THESE PROVIDER TERMS OR $2,500, WHICHEVER IS LESS. (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 PROVIDER TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) Allocation of Risk. Splicer Network and Provider acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of these Provider Terms, and that absent these limitations the Parties would not have executed these Provider Terms.

  18. Mechanic's Lien Waivers and Releases. (a) Waiver of Lien Rights. Provider, for itself and its sub-subcontractors and suppliers, hereby waives and releases any and all rights to file a mechanic's lien, materialman's lien, or any other claim against the property, infrastructure, or assets of Splicer Network’s Clients for work performed under a Work Order. (b) Payment as Consideration. Provider acknowledges that the receipt of final payment from Splicer Network for a validated Work Order constitutes full and sufficient consideration for this waiver and shall unconditionally waive any of the rights or claims Provider may have against Splicer Network or its Clients for the specific work covered by that payment. (c) Execution of Documentation. Splicer Network may programmatically generate statutory Conditional and Unconditional Waiver and Release forms compliant with the laws of the state where the work was performed. Provider shall promptly sign and return such generated forms to Splicer Network prior to the release of retainage or final payment. (d) Obligation to Clear Liens. In the event Provider or any of its agents files a lien against a Client’s property, Provider shall, at its own expense and within five (5) business days of notice, take all necessary actions to discharge or "bond around" the lien. Provider shall indemnify Splicer Network for all costs, including legal fees, incurred due to a breach of this section.

  19. Bailment and Materials Management. (a) Bailment and Digital Chain of Custody. Provider acknowledges that in performing services, it may take possession of Client-provided materials (the “CPM”) valued at significant amounts. Provider accepts such materials as a bailee and warrants that it shall exercise the highest degree of care in their transport, storage, and handling. The digital receipts and geotagged photo logs generated by the Platform shall constitute the definitive and irrefutable record of the transfer of possession and the assumption of the risk of loss, unless Provider formally disputes the accuracy of such digital handoff record via the Platform within three (3) calendar days of the purported handoff. (b) Liability for Loss. Provider is strictly liable for any loss, theft, or damage to CPM while in the Provider’s possession or under the control of its agents. (c) Insurance. Provider warrants that its Inland Marine or Cargo insurance policy covers "Property of Others in Custody" at limits sufficient to cover the full replacement value of CPM handled under any individual Work Order. (d) Unused Materials. Provider shall return all unused CPM to the Client’s designated facility within three (3) business days of Work Order completion. Failure to return or account for CPM may result in a payment offset.

  20. Emergency Dispatch (Panic Button) Addendum. For Work Orders designated as "Emergency Restoration" or initiated via the "Panic Button" interface, the following additional terms apply: (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. Provider agrees to use best efforts to meet this target. (b) Urgency Force Majeure. Provider shall not be penalized for delays in meeting the 4-hour SLA caused by: (i) heavy traffic or transportation obstructions; (ii) localized severe weather; (iii) civil unrest or protests; (iv) inaccurate site location data provided by the Client; or (v) delays in obtaining secure site access.

  21. Specialized Hazard Assessment and Safety. (a) Provider Warranty. Provider warrants that it and all its workers are trained in specialized fiber-optic safety, including Laser Class 3B/4 mitigation and hazardous glass shard disposal. Provider shall maintain a clean work site and ensure all fiber offcuts are captured in approved shard containers. (b) Stop Work Authority. Provider grants Splicer Network and the Client the authority to stop work immediately if a safety violation (including without limitation OSHA 1910.268 non-compliance) is observed. Provider also possesses the authority to stop work if an undisclosed hazard is encountered, without penalty. (c) Clean Up and Hazardous Materials. On a daily basis, Provider shall maintain clean working conditions and promptly remove all refuse and debris resulting from the provision of any services, so as to maintain the job site in a safe, clean, and orderly manner. Provider shall not bring any toxic or hazardous materials onto any premises of any Client without the express written permission of Splicer Network and the Client, and Provider shall be solely responsible for the proper handling and removal of any such materials in accordance with all applicable laws.

  22. Time is of the Essence. (a) Performance. Time is of the essence in the execution and performance of the services and Provider's obligations under any Work Order. No extension of performance time will be accepted without the prior written consent of Splicer Network. (b) Liquidated Damages for Delay. Provider agrees and acknowledges that any delay, disruption, or failure by Provider to complete any work under a Work Order by the scheduled completion date will cause Splicer Network and the Client to suffer economic damages which are difficult to accurately assess in advance. Accordingly, if specified in an individual Work Order, Provider shall pay to Splicer Network a specified reasonable sum as liquidated damages for each calendar day following the agreed-upon completion date during which the work is not completed. (c) Anticipatory Default and De Facto Abandonment. If Provider deviates significantly from the performance timeline specified in a Work Order without a valid Change Order, or if Provider ceases performance prior to completion, Splicer Network may declare an "Anticipatory Default" or "De Facto Abandonment." Upon such declaration, Splicer Network reserves the right to terminate the subcontract immediately, expel Provider from the Job Site, and forfeit any and all pending payments owed to Provider to fund the engagement of a remediation crew. (d) No-Show and Administrative Re-Brokering Fee. If Provider fails to arrive at the Job Site within four (4) hours of the scheduled Commencement Date without prior notice and a valid Change Order, Splicer Network reserves the right, in its sole discretion, to immediately revoke the Work Order, reassign the project to another Provider, and assess a No-Show Administrative Fee of up to $5,000 against the original Provider. This fee may be deducted from any current or future payments owed to the Provider.

  23. Dispute Resolution and Governing Law. (a) Governing Law and Venue. THE LAWS OF THE STATE OF TEXAS GOVERN THIS AGREEMENT. THE EXCLUSIVE VENUE FOR ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE DALLAS COUNTY, TEXAS. (b) 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. (c) NO CLASS ACTIONS. PROVIDER MAY ONLY BRING CLAIMS AGAINST SPLICER NETWORK IN AN INDIVIDUAL CAPACITY. PROVIDER WAIVES ANY RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. (d) Equitable Relief. Provider agrees and acknowledges that its failure to perform its duties under this Agreement or any Work Order may cause Splicer Network to suffer irreparable injury for which Splicer Network will not have an adequate remedy available at law. Accordingly, Splicer Network may seek to obtain injunctive or other equitable relief, including specific performance, to prevent or curtail any such breach, threatened or actual, without posting a bond or security and without prejudice to such other rights as may be available in law or in equity.

  24. 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. 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) Assignment. Provider 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. (c) Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their permitted respective successors and assigns. (d) 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. (e) 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. (f) 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. (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. (h) Entire Agreement. This Agreement, together with the Universal Terms of Service, states the entire agreement between the Parties regarding the Platform. (i) 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 Provider from its duty to resume performance at the earliest possible moment that safety and conditions permit.

STATEMENT AFFIRMING EXEMPTION FROM WORKER’S COMPENSATION COVERAGE

This statement is made by a Provider registered to use the Nevantin Services, LLC, dba Splicer Network™ website and software platform (the "Platform"). Provider acknowledges that this statement is being submitted to Splicer Network in electronic form only, that it shall be valid and effective when Provider clicks the affirmation button at the end of this form, and that it shall have the same legal force and validity as thought signed and submitted in handwritten form.

Provider states, represents, warrants, and agrees that: (1) Some U.S. states allow for certain classes of workers’ to opt-out of the state’s workers’ compensation requirements. For example, sole proprietors, executive officers, and partners without any employees may waive out of workers’ compensation coverage. But, if a business has employees it must, by law, purchase workers’ compensation coverage for its employees. (2) Provider understands the hazards of employment in Provider’s business, and understands that by submitting this form to Splicer Network, Provider is releasing and waiving the right to claim workers’ compensation benefits in the event of a work-related injury or death. (3) Provider acknowledges that some states require the filing of a state-specific form to release or waive workers’ compensation coverage. Provider agrees that it is solely Provider’s responsibility to complete and file such a special release or waiver form, and not the responsibility of Splicer Network or any party obtaining services from Provider via the Platform. (4) Provider acknowledges and understands that Provider will not be covered by any workers compensation insurance coverage that the Splicer Network or Client may provide to its employees. (5) PROVIDER HAS NO EMPLOYEES AND HAS THE AUTHORITY TO WAIVE WORKERS’ COMPENSATION COVERAGE IN PROVIDER’S STATE. FURTHER, PROVIDER WARRANTS AND AGREES TO OBTAIN WORKERS’ COMPENSATION COVERAGE IN THE EVENT PROVIDER HIRES ANY EMPLOYEES. (6) The foregoing statements are made to induce Splicer Network to grant Provider access to projects on the Platform.

Contact Information

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