Used Equipment Terms For The Sale Of Used Equipment

  • Used equipment is sold “As Is, Where Is” and does not come with any guarantees or warranties, expressed, written or implied.
  • All sales of used equipment are subject to prior sale and contingent on current owner’s agreement to sale.
  • Payment in full via wire transfer in USD is due with order to secure sale rights and remove equipment from the market.
  • Cancellations by Buyer shall be by mutual agreement in writing between Buyer and IronTek Solutions, LLC (IronTek). Deposits are non-refundable. Any other payment refunds agreed to by IronTek for Buyer’s Cancelled order will be based on adjustment necessary to cover IronTek’s labor expended, material and/or services procured, and reasonable overhead expenses applicable thereto.
  • Material and equipment included in this quote are based on Seller’s interpretation of Buyer’s requirements and are subject to verification by Buyer or his representative. This quote does not include accessory equipment unless such items are listed on quotation.
  • All equipment and shipments are quoted EX WORKS Point of Shipment. Title passes to Buyer upon availability to a common carrier or delivery service. Freight claims are the responsibility of the buyer.
  • IronTek Solutions is not responsible for the production rate or warranty of equipment.
  • IronTek Solutions is reporting the condition of the equipment as it was reported to IronTek Solutions and does not guarantee the actual condition of the equipment nor implies that IronTek has inspected the equipment to insure the condition is being reported accurately. IronTek suggests that the customer inspects all equipment prior to purchase.
  • This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No representation, statement, condition or warranty not contained in this Agreement will be binding on the parties hereto or have any force or effect whatsoever.
  • Limitation of liability – IronTek Solutions will in no event be responsible for any consequential damages, including but not limited to lost profits, lost sales, increased freight or shipping costs, increased handling costs or lost production time arising from the performance, or failure of performance of the equipment.
  • Equipment being brokered by IronTek (the Seller) is contingent on Current Owner’s final approval and agreement of sale. IronTek is neither responsible nor liable if Current Owner removes equipment from IronTek’s market. In the event the equipment is removed from IronTek’s market after a payment or deposit is received from Buyer, IronTek is only responsible for refunding to the Buyer the payments receive by IronTek for said equipment purchase.
  • Buyer / Customer is responsible to ensure equipment is installed according to manufactures specifications and meets all safety requirements required by Local, State and Federal agencies.
  • Buyer / Customer is responsible for all transportation costs, unloading costs, installation costs and costs associated with operating equipment.
  • Notwithstanding any other terms, obligations and conditions contained in this Agreement, the Buyer & Customer agrees to defend, hold harmless and indemnify the Seller (IronTek Solutions) against any and all losses, claims, actions, damages, liabilities, costs and expenses in connection with loss of life, personal injury, damages or any other losses or injuries which may arise from, and occasioned wholly or in part by any act or omission or by the fault of the Buyer, Customer, its employees, representatives or subcontractors related to the rebuilding, installation, start-up and/or training of any employees or other individuals who operate the equipment herein which customer has elected not to have IronTek Solutions install or rebuild. The equipment is offered AS IS in USED CONDITION. It is the Buyer / Customer’s responsibility to be sure that if the Equipment is installed or rebuilt it is done so conforming to ANSI and OSHA SAFETY REQUIREMENTS.

Online Advertising and Marketing Services

IronTek Solutions, LLC (IronTek) offers a variety of services to improve a website’s online visibility. By engaging us, you agree to the Terms of Service set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us.

IronTek provides search engine marketing, optimization, and associated services on a local, national, and international basis. As such, we submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, Merchant Circle, OnStar, Craigslist, Kijiji, local online newspapers, Facebook, YouTube, and other sites. The terms and conditions of these providers all apply. IronTek will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.

Advertising Material

IronTek has the right to place information pertaining to your business on any of the publisher and search provider websites such as those listed above, and you authorize IronTek to develop content based on information or material provided by you or your designees and collected by IronTek including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to IronTek is truthful, not misleading, and that you have the authority to represent this product and service information to IronTek. Additionally, if so contracted, you authorize IronTek to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize IronTek to utilize tracking phone numbers, and even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted. Domains purchased on your behalf will be released to you within thirty (30) days after service has been terminated.

Unacceptable Practices

As IronTek strives to offer the very best service, there are certain guidelines and policies that must govern IronTek’s efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of IronTek’s services.  Such decisions are at the sole discretion of IronTek. Unacceptable practices include, but are not limited to:

  • Offensive or otherwise distasteful material
  • Content or language that is harmful to minors in any way
  • Bulk emailing tools
  • Distribution of internet viruses or other harmful or destructive activities
  • Hacking and cracking
  • Scams or phishing for personal information
  • Solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at IronTek’s discretion)
  • Illegal Gambling, gaming, lotteries, and like activities  Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy,  racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language
  • Defamatory, hateful or revenge content or language.
  • Aids to pass drug tests or aids to pass lie detector tests.
  • Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism,
  • Piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties
  • MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products
  • Reverse Funnel Systems
  • Cash Gifting
  • Illegal drugs or drug paraphernalia
  • Alcohol sales
  • Tobacco sales
  • Miracle cures
  • Fake documents
  • Fireworks, pyrotechnics, firearms, explosives or weapons.
  • Intentional or unintentional violations of any applicable local, state, national or international law.
  • Reselling of email accounts or hosting accounts to third parties.
  • Reselling of any IronTek services including, but not limited to, design services, updates, and WTD to third parties without a written re-seller agreement.
  • Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email
  • Links to other sites that are in violation of Cardinal Digital Marketing’ policies and guidelines
  • Other activities, whether lawful or unlawful, that IronTek deems to be in poor taste or that reflect adversely on IronTek or IronTek’s other clients

Upon the contingency which IronTek accepts a contract for services on this list, any and all work performed will be compensated regardless of approval by Google, Bing, Yahoo, or any other outside agency.

Fees

You agree to pay IronTek monthly fees to cover the cost of placing and managing your online advertising & marketing services program up to an amount not to exceed what is stated in your most recent IronTek Contract. IronTek may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time upon notifications. All monthly fees are due at the end of each calendar month.

All credit card payments require a 3% processing fee.  If an account becomes 45 days past due, all campaign activities will be paused until payment is made and the account is current. At 90 days past due, the account is to be handed over to collection.

IronTek has the right to charge incremental media markup fees on any media accounts up to 25% to cover the additional cost of placing media.

Payment

The Client agrees to pay IronTek compensation for the Services agreed upon between the Client and IronTek as set out in this agreement and defined in the contract as applicable. Payments shall be made on the final day of each month for Services rendered by IronTek in that month. New contracts that initiate service on any day other than the 1st of the month, will be billed a prorated fee for the remaining days in that month. Invoices are delivered on or about the 15th of each month. Payment by check or credit card is due by the last day of that month (Net 15). Marketing and advertising programs may be paused if payment has not been made by payment due date; re-initiation fees may apply.

Term

The IronTek Contract specifies the initial term for which program rates will be guaranteed, and will be specified in the contract. All agreements are auto-renewing at the then published service rates. After the initial agreement period, either party may cancel the program with a 30-day written notice to the other party.

Representations and Warranties; License and Grant of Rights

You represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state, and federal laws and regulations.

Indemnification

Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement, or violation of any copyright, trade secret, trademark, patent, invention, or any other nondisclosure rights of any third party. You indemnify and hold harmless IronTek against all costs (including attorney fees), damages, and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trademark, service mark, patent, invention, proprietary information, or nondisclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to IronTek resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.

No Guarantees

You acknowledge and agree that IronTek makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on your behalf, including placement of paid search advertising or any specific results. IronTek does not warrant the number of calls, clicks, impressions, or website visits or that paid search advertising will appear in response to any particular query. IronTek does not warrant that the performance will be error-free, but will immediately act to correct errors once they have been identified.

Disclaimer of Warranties

To the maximum extent permitted by applicable law, IronTek and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to IronTek services.

Limitation of Liability and Applicable Law

The maximum aggregate liability IronTek may have to you will be limited to the total amount of fees collected from you. IronTek will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by IronTek. This agreement shall be governed and construed by the laws of the State of Ohio. Any claims against this agreement must be made within 6 months from the date of the subject of the claim, and must be made in writing to: IronTek Solutions, 2515 Jay Avenue, Suite 101, Cleveland, OH 44113. Should a claim arise, you agree to waive a trial by jury and to first seek resolution by arbitration in Cuyahoga County, Ohio using a mutually agreed upon member of the American Arbitration Association.

Force Majeure

Neither you nor IronTek will be in breach of its obligations under these Terms and Conditions of Service (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or services, technical failure or difficulties, problems or interruptions of the internet, or any other cause not within the reasonable control of either party.

Assignment

IronTek may assign, delegate, or subcontract any rights or obligations under this Terms and Conditions of Service.

Miscellaneous

This Terms and Conditions of Service represent the parties’ entire agreement with regard to IronTek’s provision of services. Agreement with these terms and conditions is upon signature of IronTek’s Contract, and it will be binding upon you and your successors.

Authority

The person signing the Contract certifies that (s)he is lawfully authorized to purchase services on behalf of your company.

Effective Upon Execution

Terms and Conditions are binding on both parties on the date the Statement of Work is signed and/or payment is made.

Website Development Payment Obligations:

A down payment is required in order to begin development of your website. This is usually 50% of the minimum estimate, unless an alternative contract or proposal specifies a different amount. The outstanding balance on your website is due once the development site has been approved and moved live. Final payment is due regardless if all content for the pages has been provided by the client. This provision is in place to encourage the client to get content submitted promptly so that their site can go live. It also ensures that IronTek Solutions gets paid for performing their duty under the proposal, despite tardy content from the client. After payment, IronTek will still post outstanding content AT NO CHARGE for 3 months. In the event an “under construction” page is posted due to missing content, IronTek will post ONE copy of any text/pictures on existing pages only, for up to 3 months after publish date. After the 3 months have expired, content posted to site will be billable at our current regular hourly rate. In the event that desi­­­gn and navigation changes are requested after they have been specifically approved by the client, these changes will be billable at our current regular hourly rate.

Website Development Cancellation:

If site design and development work has already begun (such as creating a design concept), then the down payment is non-refundable. IronTek my elect at its sole discretion to offer a partial refund depending upon the circumstances.

Stock Photography Payment Obligations:

Stock photography includes most photos and/or images not provided by the client. Stock photography purchased on behalf of client for use in website development is billable at a minimum of $15 per picture. This amount is separate from the amount quoted for website design and development. Some pictures are more expensive than $15, in which case we will solicit client approval and communicate the price before purchasing.

Website Theme:

The WordPress theme is an additional cost of $65. IronTek will purchase the theme on behalf of the client and bill for the theme upon completion of the site.

Description of Ongoing Costs: There are 2 types of ongoing costs: domain registration and hosting.

    1. Domain name registration:This cost recurs annually. Domain name registration gives you exclusive rights to a certain name, such as www.mygroup.org, so that you can use it for your web-based purposes. You are NOT required to register a domain through us, but we strongly PREFER that you do. Many services are not honest in the way they sell names and we spend a lot of time helping people re-secure rights to the name they thought they had already purchased. If you have registered your own name, make sure you have yourself as the Registrant and Administrative Contact with a current, easily accessible email address. This will help to ensure that your domain can be renewed or transferred should the need arise. Domain name registration fees are not refundable.
    2. Hosting:This cost recurs monthly or annually. Hosting places the domain name on a particular server connected to the web, which allows you to post a website for viewing through a browser. IronTek will help determine an appropriate host once we receive the down payment. Hosting comes with, bandwidth, storage space, database and security tools, and other features. Special projects that involve custom programming must be hosted with IronTek to ensure the programs that we write will work. If you want to host your site on another server this must be disclosed before we begin programming.
    3. Hosting Renewal Payment Obligations: Your hosting account will be automatically renewed under the same time and fee structure determined at the onset of the project.
    4. Hosting Cancellation Payment Obligations: You may cancel or change website hosts at anytime after the site is launched. When using a third-party host, you will need to abide by the host’s terms and conditions. If you host through IronTek, and you cancel before the first 30 days from the opening of your account, please refer to the details under “Limited 30-day Money Back Guarantee.” If you cancel after the first 30 days, you will be obligated to pay all fees and charges accrued prior to the effective date of the cancellation. IronTek will refund the prepaid fees for basic hosting for the full months remaining after effective date of the cancellation, less any prior fees and charges, and an early cancellation fee of $25. Accounts that are terminated by IronTek for abuse or violations of internet standards or these terms and conditions will not receive any refund. All cancellations must be received in writing according to the deadlines indicated: regular mail and e-mail are acceptable. Phone requests will not constitute acceptance of any cancellation. Refunds will be issued back to you within 30 business days from your cancellation date.
    5. Hosting Transfer Payment Obligations: If you wish to transfer your hosting to another provider IronTek can, upon request, help facilitate the move for a service fee of $150.
    6. Limited 30-day Money Back Guarantee on Hosting: If you are not completely satisfied with our services within the first 30 days from the opening of the account, you will be given a refund on your hosting fee excluding setup fees and time accrued from setup date. If paid by credit card, refunds will be issued to the original credit card provided at the time of purchase. If your account has been cancelled by us due to a breach of the terms and conditions on your part, you will not be eligible for a refund. Domain name registration is non-refundable.
    7. Sites NOT Hosted by IronTek: Should client decide to host their site on another server, IronTek cannot guarantee the all elements of the site will work. IronTek will make a reasonable effort to research the problem on the foreign platform to let the client know what we think the problem is. However, we cannot take responsibility for problems caused by or on another hosting server, including but not limited to email, FTP, SSL, database, server software, and site security issues. If IronTek believes it will take a significant amount of time to fix the problem, we will advise the client before proceeding. In most cases, fixing problems on a foreign hosting server is billable. The host may also be contacted directly to resolve any issues.

Website Maintenance:

There are no required maintenance fees other than domain registration and hosting. To keep the site current, and to help protect it from Malware, it is recommended that the site plugins and theme are updated regularly. The client may make these updates, or IronTek can make the updates on behalf of the client. For work IronTek does on the site after going live, we charge on an hourly basis. If the client elects to have IronTek perform regular maintenance on the site, the client can buy a prepaid maintenance contract that affords a discounted hourly rate. If need be, we can customize a maintenance plan for the client’s particular needs, but no plan is required.

Website Maintenance Payment Obligations:

Depending upon the nature of the website changes, prepayment may be required. Should the client be invoiced after the changes are completed, the invoice is due upon receipt. If payment is not received within 30 days, the maintenance changes may be taken down until payment is received. After 60 days, there may also be a $50 reposting fee added to the outstanding maintenance invoice balance.

Development Process

  1. Homepage Design– Once the site design is approved by the client, usually via email consent, the design is considered ready for implementation. Should the client wish to make changes to a design they have approved, those changes are billable at our standard hourly rate.
  2. Navigation– Once site outline/map is approved by the client, usually via email consent, the site navigation is considered ready for implementation. Combined with the approved graphic design, this becomes the site structure. Once we build this structure per client approval, any subsequent changes are billable at our standard hourly rate.
  3. Content– Provision of content is customer’s responsibility, unless specifically negotiated ahead of time as part of the project proposal.
    • Text content– Copy for all website pages and links needs to be delivered digitally and should be carefully proof-read by the client. Two rounds of revisions will be provided free of charge. Subsequent revisions will be billable at our regular hourly rate.
    • Copy development – Should client want IronTek to develop content for the site, website copy is billable at our regular hourly rate. Development of copy is created from any existing marketing materials, and IronTek interviewing the client about the topic areas to be addressed on their web pages. IronTek then composes appropriate copy, submits to the client for review, edit, and approval. Approved copy is then posted to the web pages.
    • Graphical content– Images outside of the website design must be provided in digital form or in a form that can be easily scanned, unless otherwise provided for in customer’s contract. Subsequent revisions will be billable at our regular hourly rate.
  4. Database Implementation– Entry of data for database applications is considered client’s responsibility. Entry of data by IronTek is billable, unless otherwise provided for in customer’s contract.
  5. Email– Once the host is determined, IronTek can assist with setting up domain-specific email addresses through Gmail or Microsoft. Both services charge a monthly fee, which the client will be directly responsible for. IronTek will charge our hourly rate to set up the email accounts.
  6. Training– For websites with administrative control panels or content management systems, basic training documentation and a 30-minute training session will be provided upon request.
  7. Technical Support –The client may handle any technical issues directly through the host or theme provider. The client may also contact IronTek to assist. If IronTek is not the source of the problem, technical support may be billable based on the source of the problem, its severity, and time invested.

Training and Tutorials

Because customer service is in integral part of our business strategy, all of our projects include a one-time complimentary training session in order for our clients to better make use of their new web technology. Additional training hours can be purchased at our standard hourly rate or applied against your existing maintenance contract.

Domain Transfers and DNS Management

For domains not originally registered with IronTek, there will be a $25 fee to either transfer to the domain into our registration platform, or to transfer-out to another registrar. If your domain is not registered with IronTek, DNS management and troubleshooting tasks are billable at our hourly rate.

Websites with Proprietary Source Code

Should client contract with IronTek to write custom code for a website application, this code is not transferable to a new developer or host.  Custom written source code is considered the property of IronTek and cannot be shared with other developers. Clients are granted a license to use custom software code while on IronTek’s preferred servers only. IronTek retains ownership of the code unless otherwise agreed upon at the onset of the project.

In some cases, IronTek will install software for the client’s use that has been built by a third party. Examples include WordPress blog software, FCK editor software, shopping carts, photo galleries, etc. In these instances, clients will be subject to the terms and conditions of the third party who owns the software, and may use the software as a licensee only. No ownership rights of any kind are transferred to the client.

Access to or transfer of proprietary source code could result in a security risk to IronTek and its clients who are running similar pieces of code.  In order to provide custom software development services, clients give us access to private and/or sensitive information, trade secrets, proprietary pricing and business methods.  If clients believed that we may be sharing this information with outside developers, they could lose faith that we are protecting their proprietary information.  Therefore, neither access nor transfer of any code built for any purpose that is unique and not commonly and publicly available can be granted. Should client want us to build software to run on another server, it must be disclosed upfront and specifically contracted for.

Website components that ARE transferable to another host include html code, graphics, logos, pictures, navigation, text, and the data residing within a database (but not the code).  Hourly fees will apply for any special work that needs to be done to transfer those parts of website that do not violate the other paragraphs in this section.

Non-Domain-Based Troubleshooting

IronTek maintains and troubleshoots the websites we develop for our clients. We do NOT assume responsibility for upkeep or provide non-billable troubleshooting on our clients’ ISPs (Internet Service Providers), ISP-based email accounts (name@yourwebsite.net, etc), your home or office internet connections, or any other non-domain-based issues outside IronTek’s realm of service. Provision of non-domain-based troubleshooting services will be billable at our normal hourly rate.

EQUIPMENT RE-RENTAL: COLLATERAL ACCESS AGREEMENT

December 22, 2020

To secure the obligations of IronTek Solutions, LLC (“Company”) owed to Great Rock Capital Partners, LLC (the “Agent”) the Company has granted to Agent a security interest in and to certain of the assets of the Company (the “Collateral”), including, without limitation, all of the Company’s raw materials, work-in-progress inventory and machinery and equipment, which may be located upon the real property (the “Premises”) of the Customer (the “Customer”).

Upon entering into an equipment lease agreement with the Company, the Customer hereby represents, warrants, covenants and agrees as follows:

  1. The Customer agrees that any Collateral is and shall remain personal property of the Company, subject to Agent’s security interest, and is not and shall not become or be deemed to be fixtures affixed to the Premises.  Any Collateral may not be relocated without Agent’s written consent.  In the event that any Collateral is deemed to be a fixture to the Premises for any reason, Customer agrees to execute such additional documentation as reasonably requested by Agent in order to properly perfect Agent’s security interest in that certain Collateral and to recognize and acknowledge such Collateral as the property of Company (subject to Agent’s security interest), including, without limitation, reasonably cooperate with the filing of a fixture filing on the Premises.  In the event any third party, including a creditor or lender to the Company, by notice to Customer attempts to claim ownership or right in and to any Collateral, Customer agrees to notify Agent and Company in writing of such action or claim to provide Agent and/or Company an opportunity to defend against such claim or action.  In the event any Customer seeks to sell or lease the Premises to a third party, Customer shall notify Agent and Company in writing of such action not less than thirty (30) days prior to such action being consummated to provide Agent and/or Company a reasonable opportunity to obtain a landlord waiver or similar agreement with such third party.
  2. The Customer hereby recognizes Agent’s security interest in and to any Collateral, acknowledges that it has no right or title over any Collateral superior to Agent’s and unconditionally waives and releases in favor of the Agent and any other credit parties: (a) any and all rights of distraint, levy, and execution, however arising, which Customer  may now or hereafter have against the Collateral; (b) any and all statutory liens, security interests, or other liens which Customer may now or hereafter have in the Collateral and the proceeds thereof, whether by statute or by virtue of Company’s occupation of space at the Premises at which the Collateral resides; and (c) any and all other interests or claims of every nature whatsoever which Landlord may now or hereafter have in or against the Collateral for any rent, storage charges, or other sums due, or to become due, to Customer by Company. Customer agrees not to exercise any of Customer’s rights, remedies, powers, privileges, or discretions with respect to the Collateral, or liens or security interests in the Collateral, unless and until Customer receives written notice from an officer of the Agent that the Company’s obligations to the Agent and the other credit parties have been paid in full, and that the commitment of each credit party to make loans or furnish other financial accommodations to the Company under any loan agreement has been terminated.  The foregoing waiver is for the benefit of the Agent and the other credit parties only and does not affect the obligations of the any Company to any Customer.
  3. In the event of the exercise by the Agent of its rights upon a default under the any loan agreement with respect to any Collateral, the Agent shall have a reasonable time, but in no event less than one hundred twenty (120) days, in which to repossess and/or dispose of the Collateral from the Premises; provided, however, that such period will be tolled during any period in which the Agent has been stayed from taking action to remove any Collateral in any bankruptcy, insolvency or similar proceeding, and the Agent shall have an additional period of time (but in no event less than one hundred twenty (120) days) thereafter in which to repossess and/or dispose of any Collateral from the Premises.
  4. In the event  Company is threatened with a default, is notified of a pending default or is in default under  the lease agreement, or in the event the lease agreement is set to terminate or expire early for any reason, Customer shall give the Agent not less than thirty (30) days’ prior written notice of such action at the address set forth below, and shall provide Agent with access to the Premises so that Agent has a reasonable opportunity to preserve, protect, liquidate, take possession of or remove any Collateral on the Premises and, if the Agent so elects, to cure such breach of or default.  Notwithstanding the provisions of this paragraph, the Agent shall not have any obligation to cure any such breach or default.  The cure of any such breach or default by the Agent on any one occasion shall not obligate the Agent to cure any other breach or default or to cure such breach or default on any other occasion.
  5. Company hereby unconditionally and irrevocably authorizes the Customer to grant and allow access by the Agent, or its agents or nominees, to the Premises pursuant to the terms hereof without any duty or obligation to make inquiry of the Agent or to oversee or monitor in any way the activities of the Agent in the Premises. Under this Agreement, the Customer agrees to provide Agent with reasonable assistance and recognizes Agent as attorney-in-fact for the Company and to take all reasonable directions from Agent.
  6. To the extent not paid or prepaid by the Company, the Agent shall pay the Company’s Customer a sum for its use and occupancy of the Premises on a per diem basis in an amount equal to the monthly base rent required to be paid by a Company under a lease agreement from the date on which the Agent shall have taken possession of the Collateral on the Premises until the date on which the Agent vacates the Premises, it being understood, however, that the Agent shall not, thereby, have assumed any of the obligations of any Company to any Customer, including, without limitation, any obligation to pay any past due rent owing by the Company. No payment by the Agent to any Customer hereunder shall affect any obligation of any Company and its affiliates to reimburse the Agent for any such payment by the Agent pursuant to the terms of any loan agreement.
  7. The Customer will, upon reasonable prior written notice from the Agent, (a) cooperate with the Agent in gaining access to the Premises and (b) if requested by the Agent, permit the Agent, or its agents or nominees, to dispose of any Collateral on the Premises in a manner reasonably designed to minimize any interference with any of any Landlord’s other tenants at the Premises.  The Agent shall promptly repair, at the Agent’s cost and expense, any physical damage to the Premises actually caused by the Agent, but shall not be liable for any diminution in value of the Premises caused by the removal or absence of the Collateral.
  8. All notices shall be made to the following addresses by recognized overnight courier, by hand delivery or by facsimile transmission:

If to the Agent:

Great Rock Capital Partners Management, LLC, as Agent
c/o Two Sigma Investments, LLC
101 Avenue of the Americas, 17th Floor
New York, NY 10013
Attention: Stuart Armstrong
Email:  Armstrong@greatrockcapital.com and sarmstrong121@gmail.com

and

Great Rock Capital Partners Management, LLC, as Agent
285 Riverside Avenue
Westport, CT 06880
Attention: Izabel Leal-Ross
Email:  leal-ross@greatrockcapital.com

with a copy to:

Moore & Van Allen PLLC
100 North Tryon St., Suite 4700
Charlotte, NC 28202
Attention: Kimberly Zirkle, Esq.
Email:  kimberlyzirkle@mvalaw.com