Business Lease and Direct Sales Terms and Conditions

The Customer named on the Business Lease or Direct Sale Agreement agrees that these terms
and conditions constitute the agreement for the provision of the services selected by the
customer and designated on a signed agreement.

Business Lease Agreement

Lease of Equipment

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor. Subject to the terms of this Lease Agreement, the equipment described executed by Lessor and Lessee, shall be made a part hereof by reference. Every Lease Agreement when executed by the parties hereto shall be deemed to be a part of this Lease Agreement. This Agreement is a supplement to any or all applicable provisions of the Garden Valley Technologies General Exchange Tariff and supplemental to any other contract for telephone service between the undersigned parties.

Environmental Requirements

A satisfactory environmental location must be provided by Lessee for the equipment, including a reliable 115 volt AC power source and adequate heating and cooling for the equipment described. The location should be dust-free, free from all corrosive fumes, and the temperature at this location should be maintained between 50 degrees and 80 degrees Fahrenheit. Humidity should be maintained between 20% and 80% without condensation.

Loss and Damage

No loss, theft, damage, or destruction of equipment shall relieve Lessee of the obligation to pay rent or perform any other obligation under this Lease. If the equipment covered by this Agreement is reestablished within thirty days of any loss, theft, damage or destruction, either at the same or another location, such interruption of continuous service shall not be considered as a break in the effective period of this contract.

Maintenance

Maintenance of the equipment will be provided by Lessor throughout the lease term except as specified elsewhere in this Agreement. Garden Valley Technologies will normally repair all outages and problems other than outages within 24 hours for the Equipment. Garden Valley Technologies will respond promptly to requests for immediate repair of outages for equipment listed in lease agreement.

Maintenance expenses for telephone instruments and Lessee’s cabling and wiring not included will be borne solely by the Lessee. Maintenance expenses of equipment not included in the agreement shall be performed on a time and expense basis. Maintenance expenses for equipment described in the agreement required as a result of intentional destruction, fire, physical damage, or other environmental conditions not in accordance with environmental specifications set forth in paragraph 2, or loss and damage as described in paragraph 3, will be borne solely by the Lessee. Maintenance expenses for equipment described in, such as software upgrades and manufacturer technical support fees will also be the responsibility of the Lessee.

Insurance

Lessee shall, at Lessee’s own expense, acquire and maintain insurance during the term of this Lease with such insurers, in such form and under such policies in an amount adequate to cover Lessee’s remaining liability to Lessor for the equipment covered by this Agreement as shall be satisfactory to Lessor.

Ownership

Title to the equipment shall remain with Lessor at all times. Title of the equipment shall transfer to Lessee only upon Lessee’s full payment to Lessor of the lease expiration purchase option price or the early termination purchase option price as set forth in the agreement.

Return of Equipment

If Lessee does not exercise a lease purchase option, then at the expiration or upon early termination of this Lease, Lessee shall return the equipment to Lessor. The equipment shall be returned to Lessor in the same condition as it was when delivered to Lessee, normal wear and tear excepted. Lessor and Lessee agree that notwithstanding terms contained in the Lease to the contrary, the lease term shall not expire until the equipment is returned to Lessor, as provided in this paragraph, and therefore Lessee shall continue to pay Lessor a monthly lease payment for each month Lessee has not returned the equipment to Lessor (a partial month shall be prorated).

Indemnification

Lessee agrees to release, indemnify, defend, and hold harmless Lessor from any and all loss, claims, demands, suits or other action, or any liability whatsoever, suffered by any person or entity, resulting from equipment failure or service impairment.

Lessee’s Options

So long as no event of default has occurred within the minimum scheduled lease term specified, Lessee shall have the option to: (i) purchase the equipment at fair market value or at purchase option amount specified; (ii) continue to lease for the remaining lease term; (iii) return the equipment to Lessor and pay the remaining liability for the remainder of the scheduled lease term as specified on the applicable Schedule A. At the expiration of the Scheduled Lease Term, Lessee may have the option to enter into a maintenance contract for the specified equipment

Multi-Line Telephone System 911 Requirements

Lessee shall fully comply with Minnesota Statutes 403.15: Multi-Line Telephone System 911 Requirements. Lessee will provide telephone system user education and will perform system design and maintenance as required by said Statute. Refer to https://www.revisor.mn.gov/statutes/2021/cite/403.15 for all requirements set forth in this Statute.

Maintenance terms for equipment purchased prior to the end of the scheduled lease term or at the expiration of the scheduled lease term may be (i) reestablished; (ii) discontinued; or (iii) provided on a time and expense basis.

Business Lease Agreement

Environmental Requirements

The purchaser will be responsible for providing adequate wall space for the communications system equipment and will be responsible for providing an acceptable operating environment at this location. The location should be dust-free, free from all corrosive fumes, and the temperature at this location should be maintained between 50 degrees Fahrenheit and 80 degrees Fahrenheit. Humidity should be maintained between 20% and 80%, without condensation. A standard 115 volt, 60 Hz., 15 ampere grounded AC outlet is required to power the system. Provision of the required outlets is the responsibility of the purchaser.

Limited Warranty

Limited warranty on the Panasonic^TM Communications System parts due to defects in manufacture or workmanship or component failure would extend for one-year from the inservice date. Such limited warranty does not include damage to equipment components caused by your office or your employees. Limited warranty, as described herein, would include the complete Panasonic^TM Communications System equipment and include maintenance for one year from the date of installation for such communications system components, provided such communications system equipment failure and/or system damage was not the fault of your office or your employees, fire, physical damage, or other environmental conditions, not in accordance with environmental specifications set forth herein. Limited warranty on single-line telephones and supplemental equipment due to defects in manufacture or workmanship or component failure would extend for ninety (90) days. This limited warranty does not include damage to such equipment caused by your office, your employees, or normal usage/wear and tear.

Indemnification

Purchaser agrees to release, indemnify, defend and hold harmless Seller from any and all loss, claims, demands, suits or other action, or any liability whatsoever, suffered by any person or entity, resulting from equipment failure or service impairment.

Multi-Line Telephone System 911 Requirements

Purchaser is responsible for full compliance with Minnesota Statutes 403.15: Multi-line Telephone System 911 Requirements. Purchaser will provide telephone system user education and will perform system design and maintenance as required by said Statute. Refer to https://www.revisor.mn.gov/statutes/2021/cite/403.15 for all requirements set forth in this Statute.