NET NV MASTER SERVICE AGREEMENT

This Master Service Agreement (the “Agreement”) is between Net NV, LLC. (“NET NV”) and the Customer. NET NV will begin installation and Service only after it receives and accepts an order form that is either governed by this Agreement or accompanied by a different written agreement attached to that order form. In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1. Services. Subject to the terms and conditions of this Agreement, NET NV shall provide the Service(s) as defined in the applicable order form. The order form will include a description of the Service(s), specifications, any NET NV Equipment, the term, monthly rate, and setup fee (if any). The terms of this Master Service Agreement govern all Services provided by NET NV.

1.2. Technical Support. NET NV will provide reasonable technical support to Customer. Customer may contact the NET NV support line by calling (775) 453-4446 or emailing help@netnv.net. NET NV will use commercially reasonable efforts to respond in a timely manner during normal business hours Monday through Friday.

2. FEES

2.1. Fees for Services. During the term of this Agreement, Customer agrees to pay: (i) the monthly rates for Service(s) as defined in the applicable order form, (ii) any setup fee, and (iii) other charges incurred under this Agreement.

2.2. Invoices. NET NV shall invoice Customer for Service(s) monthly by email. Customer shall pay each invoice within thirty (30) days after receipt. The invoice balance may be paid with cash, check or credit card online through NET NV's payment portal (https://portal.netnv.net). Past due balances shall accrue interest at a rate per month of 5%. Customer shall also be liable for all actual costs of collection (including but not limited to attorneys’ fees and costs) incurred by NET NV in connection with this Agreement. If check payment is returned to NET NV with insufficient funds or for any other reason, Customer is considered to not to have paid and is subject to a returned check charge of $25.

2.3. Taxes and Withholding. The Fees charged to Customer are exclusive of all sales, use, withholding, value-added, privilege, excise or similar taxes or duties and Customer is responsible for paying such taxes. If NET NV is required to pay or collect any federal, state or local tax on the fees charged under this Agreement or any other similar taxes or duties levied by any governmental authority, such taxes or duties will be billed to and paid by Customer upon receipt of NET NV’s invoice.

3. ACCESS TO CUSTOMER’S PREMISES AND CUSTOMER EQUIPMENT

3.1. Premises. Customer agrees to allow NET NV and its agents the right to enter the property at which the Service(s) or NET NV Equipment will be provided (the “Premises”) upon reasonable notice and at reasonable times, for purposes of installing, configuring, maintaining, inspecting, upgrading, replacing and removing the Service(s) or the NET NV Equipment used to receive any of the Service(s). Customer warrants that Customer is either the owner of the Premises or that Customer has the authority to give NET NV access to the Premises. As set forth in Section 12 herein, if Customer is not the owner of the Premises, Customer will be responsible for obtaining any necessary approval from the owner to allow NET NV and its agents into the Premises to perform the activities specified above. In addition, Customer agrees to supply to NET NV or its agent, if requested, the owner’s name, address, and phone number and evidence that the owner has provided such authorization.

4. MAINTENANCE AND OWNERSHIP OF EQUIPMENT AND SOFTWARE

4.1. NET NV Equipment. “NET NV Equipment” means all new or reconditioned equipment that NET NV or its agents provide or lease to Customer, including, but not limited to, cabling or wiring and related electronic devices, modems, routers, and any other hardware and includes all software and programs contained within NET NV Equipment or downloaded to Customer equipment by NET NV. Customer expressly agrees that it will use the NET NV Equipment exclusively in connection with the Service(s). Customer agrees that except for the wiring installed inside the Premises, or equipment purchased by Customer from NET NV, all NET NV Equipment belongs to NET NV or other third parties and will not be deemed fixtures or in any way part of the Premises. Customer acknowledges that any addition to, removal of or change to the NET NV Equipment may interrupt the Service(s). Customer may not sell, lease, abandon, or give away the NET NV Equipment, or permit any other service provider to use the NET NV Equipment. The NET NV Equipment may only be used in the Premises unless expressly permitted by NET NV. At Customer’s request, NET NV may relocate the NET NV Equipment for an additional charge. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT IF CUSTOMER ATTEMPTS TO INSTALL OR USE THE NET NV EQUIPMENT OR SERVICE(S) AT A LOCATION OTHER THAN THE PREMISES OR OTHERWISE EXPRESSLY AUTHORIZED BY NET NV, THE SERVICE(S) MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY. Customer agrees that it will not allow anyone other than NET NV or its agents to service the NET NV Equipment. Customer is responsible for loss, repair, replacement and other costs, damages, fees and charges if Customer does not return the NET NV Equipment to NET NV in an undamaged condition.

5. USE OF SERVICES

5.1. Customer agrees that the Service(s) and the NET NV Equipment will be used for personal, residential, or commercial purposes, unless otherwise specifically authorized by NET NV in writing. The Service(s) are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Service(s) could lead to severe injury to business, persons, property, or environment (“High Risk Activities”). These High Risk Activities may include, without limitation, vital business, or personal communications, or activities where absolutely accurate data or information is required. Customer expressly assumes the risks of any damages resulting from High Risk Activities.

5.2. Customer is prohibited from reselling or permitting another to resell the Service(s) in whole or in part, or using or permitting another to use the NET NV Equipment or the Service(s), directly or indirectly, for any unlawful purpose, including, but not limited to, in violation of any policy of NET NV. Use of the NET NV Equipment or Service(s) for transmission, communications or storage of any information, data or material in violation of any U.S., federal, state or local regulation or law is prohibited. Customer acknowledges that it is accepting this Agreement on behalf of all persons who use the NET NV Equipment or Service(s) provided under this Agreement and that Customer shall have the sole responsibility for ensuring that all other users understand and comply with the terms and conditions of this Agreement and any applicable policies including, but not limited to, NET NV’s acceptable use and privacy policy (“AUP”). Customer is liable for all authorized and unauthorized use of the Service(s). The AUP and terms of service (“ToS”) posted online at its website https://www.netnv.net/terms-of-service are incorporated by reference. CUSTOMER AGREES THAT NET NV MAY MODIFY THE AUP OR TOS FROM TIME TO TIME WITH OR WITHOUT NOTICE, BY POSTING A NEW VERSION OF THE AUP OR TOS ON ITS WEBSITE. CUSTOMER AND OTHER USERS OF THE SERVICE(S) SHOULD CONSULT THE AUP AND TOS REGULARLY TO CONFIRM TO THE MOST RECENT

VERSION.

6. NO WARRANTY; DISCLAIMER

6.1. NO WARRANTY. THE NET NV EQUIPMENT AND THE SERVICE(S) ARE PROVIDES “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NET NV NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS WARRANT THAT THE NET NV EQUIPMENT OR THE SERVICE(S) WILL MEET CUSTOMER’S REQUIREMENTS, THAT ANY COMMUNICATIONS WILL BE TRANSMITTED IN UNCORRUPTED FORM, THAT SERVICE(S) WILL NOT BE INTERRUPTED, OR WILL OPERATE WITHOUT DELAY, OR WITHOUT ERROR. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED UNLESS OTHERWISE PROHIBITED OR RESTRICTED BY APPLICABLE

LAW.

7. LIMITATIONS OF LIABILITY

7.1. Application. The limitations of liability set forth in this Section apply to any acts, omissions, and negligence of NET NV and its underlying third-party service providers, agents, suppliers, distributors, licensors and business partners (and their respective officers, employees, agents, contractors or representatives) which, but for that provision, would give rise to a cause of action in contract, tort or under any other legal doctrine.

7.2. One Year Limitation Period. CUSTOMER MUST COMMENCE ACTION WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE OR CUSTOMER WAIVES THE RIGHT TO PURSUE ANY CLAIM BASED ON SUCH EVENTS OR FACTS.

7.3. Third Parties. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and understands that NET NV may use third parties to provide components of the Service(s), including without limitation, third-party services, equipment, infrastructure, or content. NET NV shall not be bound by any undertaking, representation or warranty made by an agent, or employee of NET NV or of NET NV’s underlying third-party providers and suppliers in connection with the installation, maintenance, or provision of the Service(s). NET NV is not responsible for any services, equipment, infrastructure, and content that are not provided by NET NV, or the performance (or non-performance) of third-party services, equipment, infrastructure, or content, even if they are components of the Service(s), and NET NV shall have no liability with respect to such services, equipment, infrastructure, and content.

7.4. Damages. NEITHER NET NV NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS, OR BUSINESS PARTNERS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT OR CONTRACT) HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY FOR THE FOLLOWING LOSSES, DAMAGES, OR COSTS: (1) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, TREBLE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES, OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH (A) CUSTOMER’S RELIANCE ON OR USE OF THE NET NV EQUIPMENT OR THE SERVICE(S) OR (B) THE INSTALLATION, SELF-INSTALLATION, MAINTENANCE, FAILURE, OR REMOVAL OF THE NET NV EQUIPMENT OR THE SERVICE(S (INCLUDING, BUT NOT LIMITED TO, ANY MISTAKES, OMISSIONS, INTERRUPTIONS, HARDWARE OR SOFTWARE BREACH, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE SERVICE(S), THE NET NV EQUIPMENT, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF EMAIL, OR OTHER INFORMATION OR DATA); OR

(2) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE NET NV EQUIPMENT OR THE SERVICE(S) BY CUSTOMER OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8. INDEMNIFICATION.

8.1. Indemnification. CUSTOMER AGREES THAT IT SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS NET NV AND ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS AND BUSINESS PARTNERS AND SHALL REIMBURSE NET NV FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS) INCURRED BY NET NV IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGEMENTS, AND CAUSES OF ACTION ARISING OUT OF (A) CUSTOMER’S USE OF THE SERVICE(S) OR THE NET NV EQUIPMENT; (B) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM CUSTOMER’S USE OF THE SERVICE(S); AND (C) CUSTOMER’S BREACH OF ANY PROVISION OF THIS AGREEMENT OR ANY NET NV POLICY.

9. TERM

9.1. Term. This Agreement will commence as soon as Service(s) are activated and shall expire upon the Term specified on the applicable Order form (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either party give the other written notice of termination at least thirty (30) days prior to the expiration of the current term.

9.2. Rate Adjustments. Anytime after the Initial Term, NET NV may increase rates by giving Customer 90 days’ advance notice of its intention to do so. Customer may: (i) terminate the Service(s) within the 90-day period by giving notice of at least 30 days, or (ii) continue to use the Service(s) and pay the increased rate.

10.TERMINATION

10.1. Immediate Termination for Nonpayment or Unacceptable Use. NET NV, in its sole discretion, may immediately suspend or disconnect any or all of the Service(s), without a reduction in the Fee or charges for the Service(s) upon any of the following:

(a) Customer’s failure to pay the full amount due hereunder; (b) Customer’s use of the Service(s) does not conform with the requirements set forth in this Agreement, the AUP, or ToS; (c) NET NV determines that Customer’s use of the Service(s) interferes with NET NV’s ability to provide the Service(s) to Customer or others; (d) NET NV reasonably believes that Customer’s use of the Service(s) may violate any laws, regulations, or interferes with or endangers the health or safety of NET NV’s personnel or third parties; or (e) Customer threatens, harasses, or uses vulgar or inappropriate language toward NET NV personnel.

10.2. Customer Termination for Rate Adjustment. In the event of a rate adjustment for the Service(s), Customer may elect to terminate this Agreement by providing notice to NET NV within the time parameters set forth in Section 9.2.

10.3. Upon 30 Days’ Notice. NET NV may terminate this Agreement at any time for any reason or no reason upon thirty (30) days’ prior notice.

10.4. Effect of Expiration and Termination. Upon expiration or termination of this Agreement:

(a) NET NV will cease providing the Service(s);

(b) except in the case of termination by Customer pursuant to Section 10.2, or termination by NET NV pursuant to Section 10.3, Customer shall pay NET NV an early termination charge in the amount equal to one-hundred percent (100%) of the total monthly recurring charges for the Service(s) remaining in the then applicable term; and (c) NET NV may request that Customer return all NET NV Equipment within thirty (30) days of termination. If Customer does not return the NET NV Equipment within the thirty (30) day period, Customer will be charged up to the retail price for a new replacement for such NET NV Equipment. Customer may also be charged incidental costs that NET NV incurs in replacing the NET NV Equipment. Upon the request of NET NV during regular business hours at a time agreed upon by Customer and NET NV, Customer will permit NET NV and its agents, to access the Premises to remove all Net NV Equipment and other material provided by NET NV.

11.SURVIVAL

11.1. Survival. The Parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of this Agreement and continue in full force and effect.

12. LANDLORD APPROVAL

12.1. Landlord Approval. If Customer does not own the residence or commercial building in which the NET NV Service will be installed, Customer promises to obtain landlord or property owner approval prior to any installation.

12.2. NOTICE. NET NV expressly notifies Customer that Landlord or owner approval is often required for leases and rental agreements, especially those related to multi-tenant apartment buildings. By signing this Master Service Agreement, Customer acknowledges this Notice and hereby assumes a duty to review any agreement, including but not limited to any lease or rental agreements, and laws related or relevant to Customer’s possession of the Premises to ensure Customer complies with all obligations prior to authorizing Net NV Service installation.

12.3. Modification to the Premises. As authorized by Section 3 herein, Customer understands that installation of NET NV Service may involve modifications to the premises (the “Property”). While these modifications are often minor, standard professional installation many times includes drilling holes in order to run cable and attach equipment securely to the outside of the structure. It is Customer’s duty and obligation to review and understand the terms of Customer’s lease or rental agreement, if any, to ensure that such modifications are not prohibited by any such lease or rental agreement. Customer agrees to complete any and all conditions and obligations under such lease or rental agreement prior to authorizing NET NV Service installation.

12.4. Access to the Premises. As part of NET NV’s Internet Service, NET NV will install certain networking and telecommunications equipment and facilities, including but not limited to, antennae, cabling, electrical boxes, poles, and other radio equipment (collectively, the “Equipment”). Customer expressly grants NET NV or its third-party contractors permission to enter the Premises, including the rooftop, for the purposes of installing, operating, repairing, maintaining, or modifying the Equipment as reasonably necessary to make available for purchase the Internet Services provided by NET NV to NET NV’s customers. NET NV uses certain Equipment that may serve as an Access Point for nearby NET NV customers. By executing this Agreement, Customer acknowledges and agrees that NET NV’s permitted access to the Premises includes access to perform work, including but not limited to operating, repairing, maintaining, or modifying, the Equipment as reasonably necessary for the benefit of NET NV’s customers who may utilize the Equipment. Net NV agrees to remove the equipment from the Property within one hundred twenty (120) days after receiving written notice from Customer to help@netnv.net.

12.5. Indemnification and Release of Liability for Violation of Lease or Rental Agreement. Customer hereby releases NET NV (including any installation technician or third-party contractor) from any liability related to damages Customer and/or Customer’s landlord or Premises owner may claim as a result of an alleged violation of Customer’s lease or rental agreement as it relates to the installation of NET NV Services. Customer agrees that the Indemnification obligations set forth in Section 8 herein apply to any claims, suits, judgements, and causes of action arising out of any alleged violation of Customer’s rental or lease agreement as a result of NET NV’s Service.

12.6. Installation. Should Customer’s landlord only approve the NET NV Service installation subject to special requirements that make the actual install more expensive (or exceeds what NET NV or its third-party contractors offers as part of its standard professional installation), NET NV may charge Customer a corresponding charge, to be agreed upon by Customer and the NET NV installer, for the additional services. Moreover, Customer understands that technical issues may still prevent installation of the NET NV Service. Though this is rare, challenges such as a poor line of-sight to the NET NV Access Point, or inadequate cable pathways, can prevent installation of the NET NV Service, in which case the NET NV Service will not be installed, and Customer will not be charged.

13.MISCELLANEOUS PROVISIONS

13.1. Confidentiality. This Agreement and any pricing or other proposals are confidential to Customer and NET NV. Customer may not publicly disclose any confidential information without the prior written consent of NET NV, unless authorized by applicable law, regulation or court order.

13.2. Force Majeure. Other than with respect to failure to make payments due hereunder, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.

13.3. Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

13.4. Assignment. This Agreement and the Service(s) furnished hereunder may not be assigned by Customer. Any attempted assignment by Customer will be void. NET NV may freely assign its rights and obligations under this Agreement without notice to or consent from Customer. NET NV may subcontract work to be performed under this Agreement.

13.5. Notices. Unless otherwise set forth in this Agreement, any required notice hereunder may be delivered personally or by courier, electronically mailed or mailed by registered or certified mail, return receipt requested, postage prepaid, to either Party at the name, address, or email on the signature page of this Agreement, or at such other address as such Party may provide to the other by written notice. Such notice will be deemed to have been given as of the date it is delivered personally, electronically, or by courier, or five (5) days after it is sent by mail.

13.6. Relationship of Parties. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.

13.7. Choice of Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada, excluding its conflict of laws principles. The parties hereto agree that exclusive venue for any litigation, action or proceeding arising from or relating to this Agreement shall lie in the Second Judicial District Court in Washoe County, Nevada, or, if federal diversity jurisdiction then exists, in the United States District Court for the District of Nevada and each of the parties hereto expressly waives any right to contest such venue for any reason whatsoever.

13.8. Confidential Information. The terms and conditions of this Agreement and other related NET NV documents involving pricing, customer lists, suppliers are confidential information (“Confidential Information”). Customer agrees that it shall keep confidential and shall not publish or otherwise disclose and shall not use any Confidential Information disclosed to it by NET NV.

13.9. Entire Agreement. This Agreement together constitutes the complete agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral. This Agreement may be executed in two or more counterparts (and the signature pages may be delivered with ink or electronic signature or by facsimile or email), each will be deemed an original, but all together will constitute one and the same instrument. This Agreement may be modified only through a written instrument signed by both Parties. Should any provision of this Agreement be declared void or unenforceable, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original terms and the remainder of this Agreement will remain in full force and effect.

13.10. WAIVER OF JURY TRIAL. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.