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.

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. 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 protection 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.
   
   
3. 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.
   
   
4. 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.
   
   
5. 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.
   
   
6. 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 are brought by any third-parties unless caused by the sole and direct negligence of Titan, the Company Related Parties or their employees.
   
   
7. INCIDENT REPORTING/PRESERVATION OF EVIDENCE. Client agrees to notify Titan of any injuries or damage to persons or property that Client becomes aware of, and which has not previously been reported to Client by Titan. The notification shall occur no later than 24 hours after Client becomes aware of the incident. Thereafter, Client shall take immediate steps to preserve all relevant evidence of the incident, including video, incident logs, reports, communications, and any other electronically stored information; such evidence shall be preserved until such time as Client and Titan mutually agree in writing that it may be destroyed or deleted.
   
   
8. 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.
   
   
9. 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.
   
   
10. CLIENT'S UNCONDITIONAL OBLIGATION TO PAY MONTHLY PAYMENTS. Client's obligation to perform under the Agreement and these General Terms and Conditions and any equipment financing rider between Client and Regents Capital Corporation shall be absolute and unconditional and shall not be subject to any abatement, set-off, counterclaim, defense, or deduction for any reason whatsoever, regardless of the circumstances.
    
            Client's obligation to pay monthly payments and all other sums due to Regents Capital Corporation under the Agreement and any equipment financing rider between Client and Regents Capital Corporation is irrevocable, absolute, and unconditional, and shall not be affected by any defect in the equipment, damage to the equipment, lack of performance of the equipment, or loss of the equipment, or any alleged breach of performance by Titan and/or Regents Capital Corporation. 
    
    
    
11. DEFAULT. An event of default shall occur if Client 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 ten (10) days after written notice of such default is sent by Titan or Regents Capital Corporation to Client, then, at its option, Titan or Regents Capital Corporation may immediately terminate the Agreement. In the event Titan or Regents Capital Corporation 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 or Regents Capital Corporation 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. The foregoing remedies are cumulative and Titan or Regents Capital Corporation retain all of their rights and remedies under the California Commercial Code and any other applicable law.
    
    
12. ATTORNEYS’ FEES AND COSTS. In the event of a default by Client, including a payment default by Client, Titan shall be entitled to recover all damages incurred under the terms of the Agreement and applicable law, and in addition thereto, Titan shall be entitled to recover all of its reasonable attorneys’ fees and costs incurred regardless of whether a lawsuit is filed. 
    
    

           In the event that Client is the prevailing party in any lawsuit arising out of the Agreement, then Client shall be entitled to recover its reasonable attorneys’ fees and costs.
    
    

13. GOVERNING LAW, JURISDICTION, VENUE AND SERVICE OF PROCESS. The Agreement and these General Terms and Conditions shall be subject to and governed by the laws of the State of California, without regard to conflict of laws principles. As part of the consideration for the Titan executing this Agreement, Client hereby agrees that Titan shall have the option to choose the venue and forum of any litigation, action or proceeding arising directly or indirectly from this Agreement and Client hereby consents that same may be heard in the Superior Court of the State California, County of Orange or in any United States District Court for the Central District of California, Southern Division, of which Seller may select and Buyer irrevocably consents to the personal jurisdiction of any such court. If Client commences any litigation, action or proceeding against Titan and/or Regents Capital Corporation, it may only do so in the Superior Court of California, County of Orange, or in the United States District Court, Central District of California, Southern Division. The jurisdiction and venue provisions as to the Client are mandatory.
    
    

             The provisions of this paragraph are not exclusive insofar as Titan and/or Regents Capital Corporation are concerned and do not prohibit Titan and/or Regents Capital Corporation from commencing any legal action or instituting any proceeding in any court of competent jurisdiction and venue. Client waives the personal service of any and all process upon the Client and Client consents that all such service of process may be made by certified or registered mail, return receipt requested, directed to the Client at the address stated in the Agreement or these General Terms and Conditions and service so made shall be completed five (5) days after same has been posted as aforesaid.

14. TIME LIMITATION ON LAWSUITS BY CLIENT. CLIENT 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. IF YOU DO NOT, YOU WAIVE, TO THE EXTENT PERMITTED BY LAW, ALL RIGHTS YOU MAY HAVE WITH RESPECT TO SUCH CLAIM AND TITAN SHALL NOT HAVE ANY LIABILITY TO YOU WITH RESPECT TO THAT CLAIM.
    
    
15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and assigns. Titan may transfer or assign this Agreement in its discretion. Client may transfer or assign this Agreement upon the written consent of Titan.
    
    
16. SEVERABILITY. If any part of the Agreement and/or these General Terms and Conditions shall be contrary to any law which either party might seek to apply or enforce or should otherwise be defective, the other provisions hereof shall not be affected thereby but shall continue in full force and effect, to which end they are hereby declared severable.
    
    
17. ENTIRE AGREEMENT.
    1. The Client and Titan/Regents Capital Corporation acknowledge that the Agreement and these General Terms and Conditions constitute the entire agreement of and between the parties on the subject matter of the Agreement and no warranties, representations, or covenants have been made except as expressly set forth herein. The Agreement and these General Terms and Conditions supersede all prior or contemporaneous oral and written negotiations and/or agreements related to the subject matter hereof.
    2. The Agreement and these General Terms and Conditions and their terms may not be waived or modified or otherwise changed without the same being set forth expressly in a written document executed by Client and Titan/Regents Capital Corporation. The Client and Titan/Regents Capital Corporation acknowledge and represent that they have read the Agreement carefully and that there have been no oral or written statements made to them by anyone that contradicts, varies, or would change the meaning of any statements, promises, or agreements set forth in this Agreement.
       
       
18. SURVIVAL. Client and Titan/Regents Capital Corporation agree that all covenants, agreements, representations, warranties, and indemnities contained in the Agreement, these General Terms and Conditions (and any and each other agreement or instrument delivered pursuant hereto) shall survive (i) the execution and delivery of the Agreement, (ii) the consummation of the transactions contemplated hereby, (iii) repurchase of any contracts and assigned interests by Titan and (iv) termination or cancellation of the Agreement.
    
    
19. WAIVER. No failure or delay in requiring strict compliance with any obligations under the Agreement (or in the exercise of any right or remedy provided herein) and no custom or practice at variance with the requirements hereof shall constitute a waiver or modification of any such obligation, requirement or right or remedy or preclude exercise of any such right or remedy or the right to require strict compliance with any obligation set forth in the Agreement. No waiver of any default or any right or remedy with respect to such default shall preclude, affect, or impair enforcement of any right or remedy provided herein with respect to any subsequent default.
    
    
20. CONTRACTING PARTY ACKNOWLEDGEMENT. Client understands that the Agreement is made only between Client and the Titan corporate entity identified in the Agreement. Client shall not have any rights or remedies against any other Titan company, subsidiary, or affiliate unless Client has entered into a separate written agreement with such company or companies.
    
    
21. EXECUTION. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same contractual agreement and may be signed electronically via a recognized commercial e-signature platform that offers secure electronic signatures. Emailed, faxed, or scanned copies of the Agreement signed by the Parties shall be considered for all purposes, including delivery, as originals.