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GENERAL TERMS AND CONDITIONS

In consideration of the mutual promises, covenants and obligations set forth in the Agreement, the Parties hereby agree to the following terms and conditions (“General Terms and Conditions”) that shall be a part of the Agreement and shall be further govern the Parties’ rights and obligations (all collectively, “the Agreement”). In the event of any direct conflict between these General Terms and Conditions, and any different or conflicting terms or conditions supplied by Client, the Parties agree that these General Terms and Conditions shall control and that any such terms or conditions supplied by Client shall be treated as a proposal only and shall not become part of the final Agreement unless set forth in a separate writing signed by Titan’s President.

  1. PRICING CHANGES. If Titan desires to increase its pricing for services or equipment beyond the 3% annual adjustment otherwise allowed by the Agreement, it shall notify Client in writing of the new proposed price adjustment; Client shall then have the option of objecting to the proposed new pricing by sending Titan notice within 30 days. If no objection is received, the new pricing will become effective during the first full month following the date of Titan’s written notification to Client of the price adjustment. By accepting services and/or equipment at the new pricing, Client consents to the new pricing for the remainder of the applicable term. If Client timely objects to the pricing change, then Client or Titan may terminate the Agreement upon 30 days written notice to the other.

  2. COLLECTION. In the event of a payment default by Client, and Titan brings an action to recover sums due and payable under the Agreement, Client agrees that Titan shall be entitled to recover, in addition to damages due for non-payment of sums due under the Agreement, its reasonable attorneys’ fees, costs, and prejudgment and post judgment interest as allowed by law.

  3. FORCE MAJEURE. Except with respect to the obligation of Client to make payment for services or equipment received, each Party shall be excused for delay or failure in performance by reason of any cause beyond the Party’s control, including war, fire, strikes, revolutions, riot, acts of hostility, government acts and requests, government orders or mandates, flood, storm, any act of God, or any other extraordinary cause over which neither Party has control, whether or not similar to any of the foregoing. Notice of the Party’s claims of excused performance due to circumstances beyond its control shall be given to the other Party as soon as reasonably possible after the occurrence of the cause upon which nonperformance is based.

  4. CONFIDENTIALITY. Each Party agrees not to use, disclose, sell, license, publish, reproduce, or otherwise make available the Confidential Information of the other Party except and only to the extent necessary to perform under the Agreement. Each Party agrees to secure and protect the other Party’s Confidential Information in a manner consistent with the care and protections given to its own confidential and proprietary information. Each Party also agrees to take appropriate action by instruction or agreement with its employees, consultants or other agents who are permitted to access the other Party’s Confidential Information to satisfy its obligations hereunder. “Confidential Information” means a Party’s information that is not generally known by the public and includes, but is not limited to: (i) a Party’s internal personnel, financial, marketing, and other business information and manner or method of conducting its business; (ii) a Party’s strategic, operations and other business plans and forecasts; and (iii) a Party’s pricing, margins, equipment lease rates and customer contact information. Notwithstanding, “Confidential Information” does not include any information that was (a) in the receiver’s possession before receipt from the disclosing Party; (b) is or becomes a matter of public knowledge through no fault of the receiving Party; (c) is rightfully received by the receiving Party from a third-party without a duty of confidentiality; (d) is disclosed by the disclosing Party to a third-party who does not have a duty of confidentiality; or (e) is independently developed by the receiving Party.

  5. NON-SOLICITATION OBLIGATION. Titan has a significant investment in recruiting, screening, and training personnel. In recognition of that investment, Client agrees that it will not actively recruit Titan personnel. Should Client hire Titan personnel during the Contract term or within one year after services have been terminated it will be liable for a payment to Titan of $3,000.00 in liquidated damages per employee hired.

  6. INDEPENDENT CONTRACTOR. It is expressly agreed that Titan shall be an independent contractor under the Agreement and that the relationship between Client and Titan shall not constitute a partnership, joint venture, or create any agency relationship. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or take any action, which shall be binding on the other Party, without the express prior written consent of the other Party.

  7. NO LIABILITY – CLIENT DIRECTIVES. Client expressly acknowledges that Titan shall not have any liability for damages caused to persons or property that occurs because Titan, its employees, or Company Related Parties followed Client’s instructions, directives, policies, or procedures.

  8. INDEMNIFICATION BY TITAN. Subject to the limitations set forth in paragraph 7 above and in the Agreement – including its Limitation of Liability provision - Titan shall defend, indemnify, and hold harmless Client from and against any and all claims, losses, damages, causes of action, suits, liabilities, and judgments of every kind and character, including all expenses of litigation, court costs, and reasonable attorneys’ fees, for bodily injury, death or damage to or destruction of property, that Client may sustain, to the extent proximately caused by the negligence or willful misconduct of Titan.

  9. INDEMNIFICATION BY CLIENT. Client shall defend, indemnify, and hold harmless Titan and the Company Related Parties from and against any and all claims, losses, damages, causes of action, suits, liabilities, and judgments of every kind and character, including all expenses of litigation, court costs, and reasonable attorneys’ fees, for any claims, suits, judgments and causes of action that is: (i) brought by any third-parties or alleged third-party beneficiaries; or (ii) proximately caused by the negligence or willful misconduct of Client. Notwithstanding, Client’s duty to indemnify Titan and/or the Company Related Parties does not apply to claims based on injuries to third-parties or to their property which were caused solely and directly by the negligence of Titan, the Company Related Parties or their employees.

  10. NO INTENDED BENEFICIARIES. This Agreement is exclusively for the benefit of the Parties hereto, and there are no intended third-party beneficiaries to it. However, if any third-party claims to be an intended beneficiary entitled to sue under the Agreement, and a court determines that such legal status exists (or may exist) despite the express intentions of the Parties, then such third-party’s rights under the Agreement shall be subject to all such promises, terms and conditions as have been agreed to between Client and Titan, including the Limitation of Liability set forth in Paragraph 7 herein and the Limitation of Liability provision in the Agreement.

  11. EQUIPMENT INSTALLATION OR REPAIRS. Titan has no responsibility or liability to You or any other person for delays in the installation or repair of the System or performance of the Services, regardless of the reason, or for any resulting consequences. Titan has no responsibility or liability for interruptions of any Service, or any resulting consequences, whether due to strike, riot, flood, fire, terrorism, act of God or for any cause beyond Titan’s control. During any such interruption, Titan has no obligation to supply You any substitute services.

  12. SUBCONTRACTING. Titan in its discretion may subcontract all or some of its performance under the Agreement. Client shall have no responsibility whatsoever for payment to subcontractors, and Titan shall indemnify, defend, and hold Client harmless from any and all subcontractor claims or demands for payments. If Client reasonably determines that any such subcontractor or subcontractor’s agents or employees are unsatisfactory or unqualified to perform the work subcontracted to them, then Client shall so notify Titan in writing and request that the subcontractor and/or its agents or employees be removed forthwith and replaced by Titan.

  13. DEFAULT. An event of default shall occur if Client or Titan fails to perform any covenant or observe any term or condition of the Agreement, including the obligation to make timely payment. Upon occurrence of any default under the Agreement which continues uncured for thirty (30) days after written notice of such default is sent by the non-defaulting Party to the defaulting Party, the non-defaulting Party may withhold further performance under the Agreement until such default has been cured or, at its option, immediately terminate the Agreement. In the event Titan terminates the Agreement based upon an uncured default, or Client terminates this agreement without cause before the end of the then current term, then Titan shall be entitled to take possession of any leased equipment from Client and Client agrees to pay damages in the amount of all monthly fees and charges owed under the Agreement for the remainder of the Initial Term or Renewal Term, as applicable, together with the reasonable costs of removing the leased equipment, if any.

  14. DISPUTE RESOLUTION. The Parties agree that, before any formal legal action is commenced, any dispute between the Parties shall be the subject of a meeting between management representatives authorized to negotiate, in good faith, a mutually acceptable resolution of such dispute. The Parties agree to seek appropriate escalation of the dispute within thirty (30) days of the dispute being raised. If these efforts are not successful, either Party shall have the right to pursue available remedies at law or equity as allowed by this Agreement, the Quote, and these General Terms and Conditions.

  15. CHOICE OF LAW/VENUE. The Agreement shall be governed by the laws of the State of Kansas, without regard for any state conflicts of law provisions (including those of the State of Kansas). The Parties further agree that the exclusive venue for any dispute arising out of, or relating to, the Agreement shall be the District Court of Johnson County in the Kansas Tenth Judicial District and each Party hereby irrevocably waives any objections to the jurisdiction thereof, including personal jurisdiction.

  16. WAIVER OF JURY TRIAL. TO THE FULL EXTENT ALLOWED BY KANSAS LAW, EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THIS AGREEMENT; EACH PARTY ACKNOWLEDGES THAT THIS MUTUAL WAIVER WAS A CONDITION PRECEDENT TO IT ENTERING INTO THE AGREEMENT.

  17. TIME LIMITATION ON LAWSUITS. You must bring any claim arising out of this Agreement or related to the Services, against Titan within one (1) year after the date on which the claim arose or the shortest duration permitted under applicable law if such period is greater than one (1) year. If you do not, you waive, to the extent permitted under law, all claims arising from or relating to the Agreement and Services.

Last updated 09/08/2025