Transfer cont business

TERMS AND CONDITIONS

BACKGROUND

(A) The Provider carries on the business of the supply of equipment, music, voice messaging services, digital signage services, and other similar ancillary services;

(B) The Client wishes to procure certain equipment and/or certain services from the Provider in accordance with this Agreement.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following words and expressions shall have the following meanings:

• "Agreement" means this Agreement including Pages 1 to 2, together with all Exhibits attached hereto and incorporated herein by reference;

• "Client" means the legal entity identified on Page 1;

• "Provider" means the legal entity identified on Page 1;

• "Services" means the Music Services (if any) and/or the Voice Messaging Services (if any) and/or Digital Signage Services (if any) and/or Scent Services (if any) and/or Maintenance Services (if any) included in this Agreement to be provided from the Commencement Date as detailed on Pages 1 and 2 (if any);

• "Site" means each of the Client's stores and/or sites located in the Territory as listed in Exhibit C and any new site added by agreement in writing between the Parties during the term of the Agreement;

• "Territory" means the place where the Sites are located in the United States;

• "Equipment" means the goods leased or sold to the Client by the Provider as detailed on Pages 1 and 2;

• "Fees" means the relevant sums to be paid by the Client for the purchase of Purchased Equipment (if any), rental of Leased Equipment (if any) and Services (if any) provided by the Provider per Pages 1 and 2;

• "Term" means (in relation to the Services) the Initial Term and any Renewal Term;

2. SCOPE OF AGREEMENT

2.1 The signature of this Agreement by the Client demonstrates (i) the full, unconditional and unreserved acceptance of the Agreement by the Client; and (ii) constitutes the legally binding Agreement.

2.2 This Agreement constitutes the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior written or oral agreements, representations or understandings between the Parties.

2.3 No modification of this Agreement will be valid unless made in writing and signed by both Parties.

6. TERM AND TERMINATION

6.2 To the extent that this Agreement includes Leased Equipment and/or Services, the Agreement shall commence on the Commencement Date and shall continue for the Initial Term of 12 months. The Agreement will be automatically renewed for successive month to month periods thereafter unless either party provides written notice of termination at least ninety (60) days prior to the expiration of the Initial Term or any Renewal Term.

6.4 The Provider may immediately terminate this Agreement, without liability to the Client, on giving notice to the Client if the Client fails to perform any of its obligations due under this Agreement and/or fails to pay on the due date for payment and remains in default not less than 15 (fifteen) days after being notified in writing by the Provider.

8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

8.1 PROVIDER'S PERFORMANCE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED. PROVIDER MAKES NO WARRANTIES CONCERNING THE OPERATION OR CONDITION OF THE SOFTWARE, EQUIPMENT OR ANY SERVICES PROVIDED BY PROVIDER UNDER THE AGREEMENT; AND HEREBY DISCLAIMS ALL WARRANTIES IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

8.2 PROVIDER'S ENTIRE LIABILITY TO CLIENT FOR ANY LOSS OR DAMAGES WHATSOEVER ARISING UNDER THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO AN AMOUNT NOT EXCEEDING SIX (6) MONTHS OF THE FEES PAID TO PROVIDER BY CLIENT IN CONNECTION WITH THE PARTICULAR SITES WHERE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURRED.

By proceeding with this account transfer, I acknowledge that I have read, understood, and agree to be bound by these Terms and Conditions and that all existing contract terms, conditions, obligations, and responsibilities associated with this account will transfer to the new account holder without modification.