Customer Agreement

This Customer Agreement (this "Agreement") is by and between LTT Partners LLC ("LTT"), an Oregon limited liability corporation, with offices located at 2175 NW Raleigh St, Ste 110, Portland, Oregon 97210, and a customer who purchases products or receives services from LTT (the "Customer"). Each of LTT and Customer may be referred to as a "Party" or collectively as the "Parties."

1. Product Resale
Customer desires to obtain hardware and software products from LTT for valuable consideration as agreed upon and defined in a purchase order (the "Products"), and LTT is an authorized reseller of the Products.

2. Services
Customer desires to obtain installation, project management, electrical, consulting, or other services from LTT Partners and its third-party service providers (the "Services"). LTT Partners, by accepting a request for Services by issuing or accepting a Statement of Work, desires to provide the Services.

3. Terms and Conditions
LTT is willing to provide the Products to Customer under the terms and conditions of the Sales Terms, and Customer agrees to the Sales Terms. LTT is willing to provide the Services under the terms and conditions of the Terms of Service, and Customer agrees to the Terms of Service.

4. Warranties
Customer has read, understands, and agrees to the Waiver and Limitation of Liability.

5. Term
This Agreement shall commence on the date of acceptance by the Customer (the "Effective Date") and remain in effect until terminated as set forth below ("Termination").

6. Termination
Either Party may terminate this Agreement, in part or in whole, without cause upon providing thirty (30) days' advance written notice to the other Party. This Agreement may also be terminated With Cause. "With Cause" shall mean either Party:

• (i) commits a crime involving dishonesty, breach of trust, or physical harm to any person;
• (ii) willfully engages in conduct that is in bad faith and materially injurious to another Party, including but not limited to misappropriation of trade secrets, fraud, or embezzlement;
• (iii) commits a material breach of this Agreement, which breach is not cured within the Cure Period as specified below;
• (iv) willfully refuses to implement or follow a lawful policy or directive as specified in the Terms and Conditions, which breach is not cured within the Cure Period as specified below; or
• (v) engages in misfeasance or malfeasance demonstrated by a failure to perform contractual duties diligently and professionally.

To effect a With Cause termination, the non-breaching Party shall deliver to the breaching Party a written notice detailing the nature of the breach and giving the breaching Party ten (10) days to cure (the "Cure Period"). If the breach is cured to the satisfaction of the non-breaching Party within the Cure Period, this Agreement shall remain in full force and effect. Otherwise, this Agreement shall terminate immediately upon expiration of the Cure Period. If the Agreement is terminated With Cause, the breaching Party shall immediately reimburse the non-breaching Party for all costs, fees, interest, and damages, including reasonable attorneys' fees, arising under or related to the breach. Termination of the Agreement shall not effect termination of a purchase order that has been accepted, which may be terminated only according to its terms.

7. Billing and Payment
LTT shall submit invoices to Customer detailing the nature, time, amount, and cost of Products provided pursuant to this Agreement. Unless otherwise specified in a purchase order or Statement of Work, the following terms apply:

• (a) Invoicing. Customer shall pay all invoices within 15 days of the invoice date by wire transfer, ACH, or cashier's check in US dollars. Customer shall pay interest on all late payments at the lesser of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse LTT for all costs incurred in collecting late payments, including attorneys' fees.
• (b) No Setoff. Customer shall not, and acknowledges that it shall have no right under this Agreement, any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed to LTT or any of its affiliates against any amount owed to Customer by LTT or its affiliates, whether relating to LTT's breach or non-performance of this Agreement or otherwise.
• (c) Taxes. Customer will promptly reimburse LTT Partners or pay directly to the applicable taxing authority all applicable taxes, fees, duties, charges, or regulatory surcharges arising in any jurisdiction on the provision, sale, or use of any Products or Services, including without limitation value added, consumption, sales, use, gross receipts, excise, access, bypass, franchise, and other taxes or federal or state universal service charges (collectively, "Applicable Taxes"), and any penalties and interest related to such Applicable Taxes. Applicable Taxes excludes all taxes based on LTT Partners' net income and taxes assessed on LTT Partners' property. LTT Partners will cooperate, at Customer's sole expense, in pursuing any claim for refund of Applicable Taxes paid by Customer.

8. Amendments
Amendments to this Agreement must be made in writing and signed by authorized representatives of both Parties before they can become effective.

9. Notices
All notices, consents, and approvals under this Agreement shall be in writing and deemed properly delivered when: (a) delivered in person; (b) transmitted by facsimile, electronic mail, or via LTT Partners' website (with confirmation of delivery); (c) on the third business day following mailing by certified or registered mail, return receipt requested; or (d) delivered by express courier with written confirmation, to the addresses set forth on a Statement of Work or such other address as a Party may specify in writing.

10. Confidential Information
"Confidential Information" means any information disclosed at any time by either Party or its directors, officers, employees, and agents (collectively, "Representatives") to the other Party in anticipation of or during the Parties' relationship — directly or indirectly, in writing, orally, or by inspection of tangible objects — pertaining to such Party's business, including without limitation marketing, financial, employee, planning, service or product purchase or performance agreements, pricing, and other confidential or proprietary information. Confidential Information does not include information which:

• (i) was publicly known prior to disclosure by the disclosing Party;
• (ii) becomes publicly known after disclosure through no action or inaction of the receiving Party;
• (iii) is already in the possession of the receiving Party without breach of any third party's confidentiality obligations;
• (iv) is obtained from a third party without breach of that third party's confidentiality obligations; or
• (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

11. Disclosure of Confidential Information
Both Customer and LTT shall: (i) hold all Confidential Information in confidence and use it only in connection with the Products provided under this Agreement; (ii) use no less than the same care to prevent unauthorized disclosure as used with their own Confidential Information of a similar nature, and no less than the care a reasonable person would use under similar circumstances; (iii) to the extent required by court order or law, disclose only the Confidential Information necessary to comply; and (iv) disclose Confidential Information only to Representatives with a need to know. Each Party shall be liable for any breach of this Agreement by its Representatives. Neither Party shall disclose Confidential Information to third parties without the other Party's prior written consent.

12. Injunctive Relief
Each Party acknowledges that actual or threatened breach of confidentiality obligations under Section 11 would likely cause irreparable harm not fully remedied by monetary damages. Each Party therefore agrees the non-breaching Party may seek injunctive or other equitable relief as necessary to prevent such breach without the necessity of proving actual damages.

13. Legal Process
In the event either Party receives a subpoena, request for production of documents, court order, or governmental requirement to disclose Confidential Information ("Legal Process"), the recipient shall, if permitted by law, give prompt written notice to the other Party so that Party may seek a protective order or other relief. Where a Party is required to respond to Legal Process involving the other Party (but not as adverse parties), the responding Party shall be entitled to recover all reasonable costs, fees, and expenses incurred, including reasonable attorneys' fees.

14. Governing Law
The validity, interpretation, and performance of this Agreement, as well as the rights and duties of the Parties, shall be governed by the laws of the State of Oregon. Any action arising out of or related to this Agreement shall be brought in the appropriate state court sitting in Multnomah County, Oregon, and the Parties submit to the jurisdiction of such court.

15. Insurance
Both LTT and Customer agree to maintain general liability and workers' compensation insurance for the term of this Agreement.

16. Severability
If any part, term, or provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect as if the Agreement had been executed with the invalid portion eliminated.

17. Assignment
Neither Party may assign, transfer, or sell its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

18. Waiver of Breach
No waiver or delay in enforcement of any breach shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

19. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations caused by forces or circumstances beyond its reasonable control and without fault or negligence on its part, including but not limited to Acts of God, acts of civil or military authority, fires, floods, epidemics, quarantines, and civil commotion. The Party unable to perform shall promptly notify the other Party in writing and take all reasonable steps to remove such impediments.

20. Independent Contractor Relationship
LTT (and its employees and agents, if any) shall provide the Products as an independent contractor. Nothing in this Agreement is intended or shall be interpreted as creating an employer-employee, partnership, or joint venture relationship between Customer and LTT or any of LTT's employees or agents.

21. Integration
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. The terms and conditions of this Agreement shall control over any conflicting terms in LTT's agreement, rate schedule, invoice, or other documentation, and supersede all prior written or verbal agreements between the Parties.

22. Section Headings
Section headings are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

23. Third Party Beneficiaries
The Parties do not intend to create, nor shall there be, any third-party beneficiaries to this Agreement.

24. Counterparts
This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement. The Parties may execute by exchange of signed copies, which shall constitute admissible evidence of the existence of this Agreement.

25. Binding Effect
This Agreement shall be binding upon the heirs, successors, permitted assigns, and personal representatives of the Parties. The persons executing this Agreement warrant that they have the authority to bind Customer and LTT to its terms and conditions.

26. Survival
Any terms and conditions which by their nature require performance after termination or expiration of this Agreement — including without limitation limitations of liability, confidentiality obligations, exclusions of damages, indemnification obligations, and governing law — shall remain enforceable after such termination or expiration for any reason.

Last updated: June 2026