These Ravent Master Terms and Conditions (the “Terms and Conditions”) govern the relationship between Ravent Tech, Inc., a Delaware Corporation, with offices located at 53 West 36th Street, Suite 605, New York, New York 10018 (“Service Provider” or “Ravent”), and the customer (“Customer”) identified on the Ravent Description of Services, Exhibit A to these Terms and Conditions.

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1. Services. Ravent shall provide to Customer the services (the “Services”) set out in the Ravent Description of Services, Exhibit A to these Terms and Conditions, which together with these Terms and Conditions shall constitute the entire agreement (the “Agreement”) between Ravent and Customer. Ravent shall be under no obligation to provide Services to any prospective customer unless and until Ravent and the prospective customer execute the Ravent Description of Services and agree to this Agreement, and Ravent reserves the right to decline any prospective customer. Ravent shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.

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2. Automatic Monthly Renewal. THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE SERVICES SET FORTH IN EXHIBIT A BEGINS ON THE EFFECTIVE DATE SET FORTH IN THE RAVENT DESCRIPTION OF SERVICES AND WILL CONTINUE INDEFINITELY ON A MONTH-TO-MONTH BASIS UNTIL TERMINATED PURSUANT TO SECTION 6 (TERMINATION). CUSTOMER AUTHORIZES RAVENT, ON THE DESIGNATED PAYMENT DATE (THE “AUTOPAYMENT DATE”), TO CHARGE CUSTOMER’S DESIGNATED PAYMENT CARD PROVIDED TO RAVENT, AT THE BEGINNING OF EACH MONTHLY BILLING PERIOD FOR THE AMOUNT SET FORTH IN EXHIBIT A (THE “FEE”), SUBJECT TO RAVENT GIVING CUSTOMER NOTICE OF ANY PRICE CHANGES PURSUANT TO SECTION 11 (AMENDMENTS). PRIOR TO THE BEGINNING OF EACH MONTHLY BILLING PERIOD, RAVENT WILL SEND CUSTOMER A REMINDER THAT CUSTOMER’S DESIGNATED PAYMENT CARD WILL BE CHARGED ON THE AUTOPAYMENT DATE UNLESS THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 6 (TERMINATION).

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3. Late Payments. Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of 0.75% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Ravent for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and attorneys’ fees related to any submission or hearing to prove the reasonableness of Ravent’s attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Ravent shall be entitled to suspend the provision of any Services if Customer fails to pay any undisputed amounts when due hereunder.

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4. Confidentiality. From time to time during the Term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 7 days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this 4; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosurehereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this 4 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its/their employees, officers, directors, shareholders, managers, agents, independent contractors, subcontractors, attorneys, accountants, and financial advisors.

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5. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter unless sooner terminated pursuant to Section 6 (Termination).

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6. Termination. Either party may terminate this Agreement by sending written notice to the other party, effective upon 30 days from sending.

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7. IndependentContractor.Thedetailsofthemethodandmannerforperformanceofthe Services by Ravent shall be under its own control, Customer being interested only in the results thereof. Ravent shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Ravent is for all purposes hereunder an independent contractor and in no event will Ravent be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose.

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8. LimitedWarranty.RaventwarrantsthatitshallperformtheServices(a)usingpersonnel of commercially required skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. RAVENT (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Ravent’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of the limited warranty set out in this Section shall be reperformance of the affected services. If Ravent cannot reperform the services in compliance with the warranty set forth above within a reasonable time (but no more than 30 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 6 (Termination).

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9. LimitationofLiability.INNOEVENTSHALLRAVENTBELIABLETOCUSTOMERORTO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT RAVENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL RAVENT’SAGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO RAVENT PURSUANT TO THIS AGREEMENT.

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10. General. Customer shall use reasonable efforts to furnish Ravent with such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be necessary or appropriate for Ravent to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of New York without giving effect to any conflict of law’s provisions thereof that would result in the application of the laws of a different jurisdiction. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in New York, New York. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (a) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; AND (b) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; (c) WAIVES ANY RIGHT TO TRIAL BY JURY; AND (d) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that, the parties intend that the remedy set out in 8 (Limited Warranty) is Customer’s exclusive remedy for the Ravent’s breach of the limited warranty set out in 8. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. Ravent, however, may subcontract the Services. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement. Sections 3, 4, 9, and 11 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination. This Agreement may be executed in counterparts.

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11. Amendments. The parties may not amend this Agreement except by written instrument signed by the parties. Notwithstanding the foregoing, Ravent may change the price of the Services provided pursuant to this Agreement by notifying Customer in writing no later than 30 days before such price change is to take effect. Unless the Agreement is terminated pursuant to Section 6 (Termination) before the Autopayment Date following the effective price change, Ravent shall be authorized to charge Customer’s designated payment card the new price on each subsequent Autopayment Date.

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12. Force Majeure. Ravent shall not be liable or responsible to Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Ravent’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of Ravent. Ravent shall give notice within 5 days of the Force Majeure Event to Customer, stating the period of time the occurrence is expected to continue. Ravent shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. Ravent shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

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EXHIBIT A

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DESCRIPTION OF SERVICES

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Primary Residence Package

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1. Agreement. This Description of Services, along with the Ravent Master Terms and Conditions accessible at [www.ravent.tech] (the “Terms and Conditions”) form the entire agreement (the “Agreement”) between Ravent Tech, Inc. (“Ravent”) and the customer identified below (“Customer” or “you”). By executing this Description of Services, you agree to all terms and conditions of the Agreement, including, but not limited to Section 9 (Autopayment Information) of this Description of Services.
2. Primary Residence Services. The Primary Residence Package is designed for customers who want support for the audio-visual technology in their primary residence. With this package, Ravent will provide remote and on-site support to ensure your technology functions at the highest possible level.
3. Requests for all service shall be directed to Ravent via email at support@ravent.tech or telephone at 212.242.1511.
4. Included Support. Your package will include unlimited off-site support by a Ravent technician, as well as on-site support.
5. Your Covered Products. Ravent will provide support for the audio-visual products at your Primary Residence. Ravent technicians assist with a wide range of products, so please let us know if any products are added to your audio-visual system. Please note that your package includes repairs to the same problem on the same device up to three (3) times in a single year, and that any additional repairs or service calls related to that same issue shall be invoiced and payable at a separate fee agreed to by you and Ravent.
6. Onboard/Upgrade Costs. Ravent may recommend that you purchase equipment to upgrade your audio-visual system at the time of onboarding to optimize your experience with Ravent. Ravent reserves the right to require such upgrades as a condition of entering into the Agreement and providing you with the Services.
7. Break/Fix Installation. Ravent will assist with replacing any audio-visual products that are no longer functioning properly or are in need of replacement due to obsolescence. Replacement products can be purchased through Ravent and installed by a Ravent technician at a separate cost to be agreed upon by you and Ravent. Your package includes support for any such replacement products regardless of whether the replacement products were purchased through Ravent or installed by a Ravent technician. However, if service is needed to correct the faulty installation of a replacement product that was not installed by a Ravent technician, this service will not be included in your package and will be invoiced at a separate amount to be agreed upon by you and Ravent.
8. Pricing. The monthly cost of your Primary Residence package will be $500.00
9. Autopayment Information. Pursuant to Section 2 (Automatic Monthly Renewal) of the Terms and Conditions, THIS AGREEMENT BEGINS ON THE EFFECTIVE DATE THIS

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EXHIBIT A IS AGREED TO AND WILL CONTINUE INDEFINITELY ON A MONTH-TO- MONTH BASIS UNTIL TERMINATED PURSUANT TO SECTION 6 (TERMINATION) OF THE TERMS AND CONDITIONS. CUSTOMER AUTHORIZES RAVENT, ON THE 1st DAY OF EACH MONTH (THE “AUTOPAYMENT DATE”), TO CHARGE CUSTOMER’S DESIGNATED PAYMENT CARD PROVIDED TO RAVENT, AT THE BEGINNING OF EACH MONTHLY BILLING PERIOD FOR THE AMOUNT SET FORTH IN SECTION 7 IN THIS EXHIBIT A (THE “FEE”), SUBJECT TO RAVENT GIVING CUSTOMER NOTICE OF ANY PRICE CHANGES PURSUANT TO SECTION 11 (AMENDMENTS). PRIOR TO THE BEGINNING OF EACH MONTHLY BILLING PERIOD, RAVENT WILL SEND CUSTOMER A REMINDER THAT CUSTOMER’S DESIGNATED PAYMENT CARD WILL BE CHARGED ON THE AUTOPAYMENT DATE UNLESS THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 6 (TERMINATION) OF THE TERMS AND CONDITIONS.