Terms of Service

1. Services

LTT Partners LLC ("Company") provides installation, project management, electrical, and other services ("Services") pursuant to a written work order. Services may be provided by third parties, including electrical and installation services ("Third Party Services"). Each statement of work or work order ("Statement of Work") hereby incorporates these Terms of Service ("Terms") and constitutes a separate agreement with respect to the Services performed. Company, or any of its Affiliates on behalf of Company, may execute a Statement of Work.

In the event of an addition to or conflict between any term or condition of a Statement of Work and these Terms, these Terms will control except as expressly amended in the applicable Statement of Work. Each such amendment applies only to that Statement of Work and not to future Statements of Work. Changes to the scope of Services described in a Statement of Work will be made only in a writing executed by authorized representatives of both parties. Company will have no obligation to commence work in connection with any such change unless and until that writing is executed by both parties. All such changes will be governed by these Terms and the applicable Statement of Work.

In the case of Third Party Services, the party receiving the Services ("Customer") shall consider the third party to be the contracting party, responsible for providing those services, and Customer will look solely to the third party for any loss, claims, or damages arising from or related to such Third Party Services. Customer and Customer's Affiliates hereby release Company and Company's Affiliates from any and all claims arising from or relating to the purchase or provision of any Third Party Services. Any amounts, including taxes, associated with Third Party Services that may be collected by Company will be collected solely in the capacity of an independent sales agent.

"Affiliate" means, with respect to a party, an entity that controls, is controlled by, or is under common control with such party.

2. Billing and Payment

Company shall submit invoices to Customer detailing the Services provided pursuant to a Statement of Work. Unless otherwise specified in the applicable Statement of Work, the following terms apply:

• Invoicing. Customers shall be invoiced after the completion of each site or location. 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 Company for all costs incurred in collecting late payments, including attorneys' fees.
• 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 Company or any of its Affiliates against any amount owed to Customer by Company or its Affiliates, whether relating to Company's breach or non-performance of this Agreement or otherwise.

3. Warranty

Company warrants that the Services will be performed in a good and workmanlike manner. Customer's sole and exclusive remedy, and Company's entire liability with respect to this warranty, will be, at Company's sole option: (a) use of its reasonable commercial efforts to re-perform any Services not in substantial compliance with this warranty, or (b) a refund of amounts paid related to the non-compliant portion of the Services; provided that Customer notifies Company in writing within thirty (30) days after performance of the applicable Services.

EXCEPT AS SET FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS COMPANY'S WARRANTY, AND SUBJECT TO APPLICABLE LAW, COMPANY MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES, AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF COMPANY OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF COMPANY OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING COMPANY'S WARRANTY.

Company will not be responsible for, and no liability shall result to Company or any of its Affiliates for, any delays in delivery or performance resulting from circumstances beyond Company's reasonable control, including but not limited to product unavailability, carrier delays, fire, severe weather, failure of power, labor problems, acts of war, terrorism, embargo, acts of God, or acts or laws of any government or agency. Any shipping or completion dates provided by Company, or any purported deadlines in a Statement of Work or other document, are estimates only.

The Services may include selection of products, advice regarding placement, systems integration, and other professional advice. Company offers no warranty of any kind relating to Customer's needs, and Customer cannot rely on Company's or any Affiliate's recommendation as being applicable to Customer's needs. Company expressly disclaims all liability for foreseeable harms — including without limitation theft and damage — resulting from security systems that are inoperable, not placed to observe the harm, or not monitored.

4. Performance of Services

Company may perform the Services at Customer's place of business, at Company's own facilities, or at such other locations as both parties deem appropriate. When Services are performed at Customer's premises, Company will attempt to perform within Customer's normal business hours unless otherwise jointly agreed. Customer will provide Company access to its staff and any other resources that Company determines are useful or necessary to provide the Services.

When Services are provided on Customer's premises or at another location designated by Customer, Customer agrees to maintain adequate insurance coverage to protect Company and Customer's premises, and to indemnify and hold Company and its Affiliates, and their agents and employees, harmless from any loss, cost, damage, or expense (including attorneys' fees) arising out of any product liability, death, personal injury, or property damage occurring at such location in connection with the performance of the Services, other than solely as a result of Company's gross negligence or willful misconduct.

5. Termination

Either party may terminate performance of a Service or a Statement of Work for cause if the other party fails to cure a material default within the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified party will have thirty (30) days to remedy its performance, except that it will have only ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable period will give cause for immediate termination, unless such default is incapable of being cured within that period, in which case the defaulting party will not be in breach (except for payment obligations) if it used reasonable efforts to cure.

In the event of termination, Customer will pay Company for all Services performed and expenses incurred up to and including the date of termination, plus any termination fee set forth in the applicable Statement of Work. Customer will also pay Company for any out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations under this Agreement will automatically terminate except for any right of action occurring prior to termination, payment obligations, and obligations that expressly or by implication are intended to survive termination (including but not limited to limitation of liability, indemnity, confidentiality, and this survival provision).

6. Independent Contractor

Company will not be responsible for, and no liability shall result to Company or any of its Affiliates for, any delays in delivery or performance resulting from Third Party Services. Company (and its employees and agents) shall provide the Services as an independent contractor. Nothing in these Terms is intended or shall be interpreted as creating an employer-employee, partnership, or joint venture relationship between Customer and Company or any of Company's or its Affiliates' employees or agents.

7. SMS Terms of Service

(a) Introduction
By opting in to receive SMS messages from LTT Partners LLC, you agree to abide by the following terms and conditions. Please read these terms carefully before opting in. If you do not agree, please do not opt in to receive SMS messages from us.

(b) Opt-In Consent
By providing your mobile phone number and opting in, you consent to receive text messages — including promotional messages, alerts, and notifications — sent by LTT Partners LLC to the provided number. You also consent to the use of automated technology to send these messages.

(c) Message Frequency
Message frequency may vary depending on the type of messages you have opted in to receive. Frequency may increase during promotional periods or special events.

(d) Message Content
Messages sent by LTT Partners LLC may include promotional offers, product updates, event notifications, surveys, and alerts. Message content may vary and is subject to change without prior notice.

(e) Data and Messaging Rates
Standard message and data rates may apply. Please consult your mobile service provider for details regarding your messaging and data plan.

(f) Opt-Out Instructions
You may opt out at any time by texting "STOP" in reply to any message. You will receive a confirmation upon successful opt-out and will no longer receive SMS messages from LTT Partners LLC, except as required by law.

(g) Privacy Policy
Please refer to our Privacy Policy at https://www.lttpartners.com/pages/ltt-partners-privacy-policy for information on how we collect, use, and protect your personal information.

(h) Contact Information
For questions or concerns regarding our SMS Terms of Service, please contact us at https://www.lttpartners.com/pages/contact.

(i) Changes to Terms
LTT Partners LLC reserves the right to modify or update these SMS Terms at any time. Changes are effective immediately upon posting to our website. Your continued use of our SMS services constitutes acceptance of the revised terms.

8. 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.

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

10. 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.

11. 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.

12. 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.

Last updated: June 2026