The terms behind
every quote.

Version: 1.1
Effective Date: July 2, 2026

Urban Ocean Corporation, dba UOTech.co, a New York corporation, with its principal place of business at 100 Terminal Drive, Plainview, NY 11803 ("UOTech," "we," "us," or "our"), issues quotes to prospective and existing customers ("Customer," "you," or "your"). These Quote Terms and Conditions ("Terms") govern any quote, proposal, order form, or estimate issued by UOTech (each, a "Quote") and any order placed by you in response to a Quote.

These Terms cover three categories of work UOTech may quote: recurring managed services and subscriptions ("MSP Services"), one-time professional services and project work ("Project Services"), and the resale of third-party hardware, software, and subscription products ("Resale Items"). Sections specific to a category apply only when that category appears on the Quote.

1. How these Terms fit with other agreements

These Terms are not a substitute for a signed master agreement. They are the baseline rules that apply when a Quote is accepted.

(a) If a signed Managed Services Agreement, Master Services Agreement, or comparable master contract is already in place between UOTech and you (the "Master Agreement"), the Master Agreement controls. These Terms apply only to the extent the Master Agreement is silent on a point, and any conflict resolves in favor of the Master Agreement.

(b) If a signed Statement of Work covers the Project Services on the Quote, that Statement of Work controls for those Project Services, and these Terms fill any gaps.

(c) If no Master Agreement or Statement of Work is in place, these Terms govern your acceptance of the Quote and form a binding agreement between UOTech and you.

(d) Order of precedence, highest to lowest: (i) any signed Master Agreement; (ii) any signed Statement of Work; (iii) the Quote, including any specifically-negotiated terms written on its face; (iv) these Terms.

2. Quote validity and acceptance

(a) Validity period. Each Quote is valid for thirty (30) days from the date shown on the Quote, unless the Quote specifies a different period. UOTech may extend, modify, or withdraw a Quote at any time before acceptance by written notice to you.

(b) Acceptance. You may accept a Quote by (i) signing or initialing the Quote and returning it to us, (ii) acknowledging acceptance by email to your UOTech point of contact, (iii) issuing a purchase order that references the Quote, or (iv) paying any deposit or invoice that references the Quote. Acceptance by any of these means binds you to these Terms.

(c) Pre-printed terms on your purchase order. If your purchase order or other order document contains pre-printed terms that conflict with these Terms, the Master Agreement, or the Quote, those pre-printed terms are rejected and have no effect, unless UOTech expressly accepts them in writing signed by an authorized officer of UOTech.

(d) Errors. Pricing, quantity, and SKU errors on a Quote are not binding. If UOTech identifies a material error in a Quote after acceptance but before performance, we will notify you, and we may withdraw or revise the Quote. You may then either accept the revised Quote or cancel the order without further obligation.

3. MSP Services: recurring managed services and subscriptions

This Section 3 applies to any line items on the Quote billed on a recurring basis (monthly, annual, or otherwise periodic).

(a) Service description. The specific services, licenses, devices, users, and subscriptions covered are those listed on the Quote. Where the Quote uses one of UOTech's standard service tier names (for example, AYCE Support, À La Carte Managed Services, or Co-Managed Services), the inclusions are those defined for that tier in UOTech's then-current Appendix A to the Managed Services Agreement template, available on request.

(b) Initial Term and renewal. Unless the Quote states otherwise, the initial term for MSP Services is one (1) year, beginning on the service start date set forth in the Quote or, if no start date is set, on the date services are first delivered. After the initial term, MSP Services renew automatically for successive one (1) year terms unless either party gives the other at least thirty (30) days' prior written notice of intent not to renew before the end of the then-current term.

(c) Annual fee adjustment. The Monthly Service Fee will not change during the first twelve (12) months of the initial term. On each subsequent anniversary, the fee adjusts by the lesser of (i) five percent (5%) per year (or, if the initial term is three (3) years, three percent (3%) per year) or (ii) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, for the prior twelve-month period. If CPI-U is flat or negative, no escalation applies for that anniversary.

(d) Vendor price pass-through. Independently of Section 3(c), if a third-party vendor whose product or service is included in your MSP Services raises its prices to UOTech during the term, we may pass the increase through to you on thirty (30) days' prior written notice. Pass-through adjustments are in addition to, and not capped by, the escalator in Section 3(c).

(e) Quantity true-up. The Monthly Service Fee is based on the devices, users, and services listed on the Quote. Additions made during the term are billed beginning the next monthly invoice. If we identify that a device, user, or service has been under our management without being reflected in your Monthly Service Fee, we may include a true-up charge on the next monthly invoice for up to three (3) prior billing periods of unbilled coverage.

(f) Invoice review window. Each monthly invoice itemizes the devices, users, and services on which the Monthly Service Fee is based. You must report any dispute regarding the items billed in writing within ten (10) days of receipt. Disputes not reported within that window are waived as to that invoice, except for manifest mathematical errors or duplicate billing.

(g) Hours of service. Unless the Quote provides otherwise, remote helpdesk services and vendor management services are provided 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding UOTech's published holidays listed at https://uotech.co/holidays. Monitoring services run continuously. Work performed outside normal working hours, whether requested or in response to an emergency, is billed at the Billable Time Rates set forth on the Quote or in the Master Agreement.

(h) Customer environment requirements. MSP Services assume your environment meets the standards described in the Master Agreement (currently supported operating systems, active vendor warranties on critical infrastructure, current software licenses, an active vendor-supported endpoint security solution, and either active warranties or a maintained spare-device pool of at least seven percent (7%) of end-user devices). Bringing your environment up to these standards, and maintaining them, is your responsibility and is not included in the Monthly Service Fee.

(i) Exclusions. MSP Services do not include parts and equipment costs, software licenses beyond those listed on the Quote, third-party vendor support fees not included on the Quote, work to remediate environment conditions you fail to address after notice, or work caused by your modification of systems we manage. Excluded work, if requested, is billed at the Billable Time Rates set forth on the Quote or in the Master Agreement.

4. Project Services: one-time professional services

This Section 4 applies to any one-time, fixed-fee, milestone-based, or time-and-materials line items on the Quote.

(a) Scope. The work in scope is exactly what is listed on the Quote. Anything not listed is out of scope, including obvious-seeming adjacent work (for example, end-user training is out of scope unless listed; reconfiguration of third-party apps beyond named systems is out of scope unless listed).

(b) Fixed-fee work. Where the Quote prices Project Services on a fixed-fee basis, the fee covers the scope on the Quote and assumes the assumptions in Section 4(f) hold. Out-of-scope work, or work made necessary by an assumption proving materially incorrect, requires a written change order before we proceed.

(c) Time-and-materials work. Where the Quote prices Project Services on a time-and-materials basis, work is billed in fifteen-minute (15-minute) increments at the rates on the Quote, with a one-hour (1-hour) minimum per dispatch. Time estimates on a time-and-materials Quote are good-faith estimates, not caps.

(d) Change orders. Any change to scope, deliverables, timeline, or fees requires a written change order signed by both parties. Email confirmation between each party's designated representatives is sufficient. We will not proceed with out-of-scope work without a change order, except where waiting would cause material harm to you, in which case we will notify you promptly and execute the change order as soon as practicable.

(e) Acceptance. Each deliverable is deemed accepted on the earlier of (i) your written acceptance, (ii) your use of the deliverable in production or in the ordinary course of business, or (iii) ten (10) business days after delivery if you have not provided a written objection identifying specific deficiencies. If you object within that window, we will work in good faith to address the deficiencies, and the acceptance window restarts on redelivery.

(f) Assumptions and dependencies. Project Services pricing and timelines assume that (i) you provide a designated project sponsor with decision-making authority; (ii) you provide administrative access to relevant systems within a reasonable time after acceptance; (iii) the existing environment is in the state we observed during pre-engagement assessment; and (iv) third-party vendors respond within reasonable timeframes. Material delays caused by these assumptions failing may shift the timeline and may require a change order to fees.

(g) Deliverable ownership. Custom deliverables created specifically for you and identified as "Client Deliverables" on the Quote or in a Statement of Work become your property upon your payment in full for the Services giving rise to them. All other work product, including our tools, scripts, configurations, methodologies, templates, and frameworks, remains the property of UOTech, and you receive a perpetual, non-exclusive, royalty-free license to use those items solely in connection with the deliverables and for your internal business operations.

(h) Travel and expenses. Travel time outside of the normal Plainview service area, lodging, shipping, and out-of-pocket expenses are billed at cost as incurred, unless the Quote bundles them into a fixed fee.

5. Resale Items: hardware, software, and subscription resale

This Section 5 applies to any third-party hardware, software, or subscription product on the Quote that UOTech resells to you.

(a) Pass-through warranties only. Resale Items are sold to you with the manufacturer's or licensor's warranty, and nothing more. UOTech makes no separate warranty on any Resale Item. To the fullest extent permitted by law, UOTech disclaims all express and implied warranties on Resale Items, including the implied warranties of merchantability and fitness for a particular purpose. Warranty claims, defect claims, and support claims on Resale Items go to the manufacturer or licensor; we will assist you with the claim process at our then-current Billable Time Rates unless support coordination is included in your MSP Services.

(b) End-user license agreements. All software, software subscriptions, and cloud services we resell are subject to the licensor's end-user license agreement, terms of service, acceptable use policy, and other vendor terms ("Vendor Terms"). By accepting a Quote that includes a software or subscription Resale Item, you agree to comply with the applicable Vendor Terms. We will provide copies of Vendor Terms on request. If Vendor Terms require us to flow specific clauses through to you (for example, audit rights, export controls, or data-handling requirements), those clauses bind you.

(c) Title, risk of loss, and shipment. Title and risk of loss for hardware pass to you on delivery to the carrier at the manufacturer's or distributor's shipping point, FOB Origin. Tracking information is provided when available. UOTech is not responsible for shipping delays, carrier loss or damage, or delivery refusal.

(d) Lead times. Lead times shown on a Quote are vendor-supplied estimates and are not guaranteed. Backorders, allocation, and discontinued SKUs occur. If a Resale Item becomes unavailable or its lead time materially changes, we will notify you and offer either a substitute SKU at the equivalent price tier or cancellation of the affected line item. Where you cancel, we will refund any deposit paid for that line item to the extent we are able to recover the corresponding funds from the distributor, less any cancellation or restocking charges the distributor imposes.

(e) Returns. Hardware returns are permitted only with the manufacturer's or distributor's prior return authorization and only on the manufacturer's or distributor's terms. Restocking fees, return-shipping costs, and condition requirements imposed by the manufacturer or distributor pass through to you. Opened software, downloaded software, activated subscription licenses, and custom-configured hardware are non-returnable.

(f) Subscription Resale Items. Software and cloud subscriptions resold by UOTech (for example, Microsoft 365, security tools, backup tools) follow the licensor's billing cadence, term, and cancellation rules. Annual commitments cannot be canceled mid-term and are not pro-rated on early termination. Monthly subscriptions may be canceled with thirty (30) days' notice unless the licensor's terms require a longer notice period.

(g) Vendor price changes. Vendor pricing on Resale Items can change before an order ships or a subscription term renews. We will notify you of any vendor-driven price change for a pending order before processing it, and you may either accept the revised price or cancel the affected line item.

(h) Hardware deposit. Quotes for hardware may require a deposit (typically fifty percent (50%) of the hardware subtotal) before we place the order with the distributor. Deposits are non-refundable once the order is placed with the distributor, except where the distributor permits cancellation.

6. Fees, taxes, and billing

(a) Currency. All prices on the Quote and these Terms are in U.S. Dollars.

(b) Taxes. Quoted prices exclude sales, use, value-added, and similar transaction taxes, which are your responsibility unless you provide a valid exemption certificate before the invoice is issued. UOTech will collect and remit applicable taxes as required by law.

(c) One-time fees, setup fees, and deposits. The Quote may include a one-time setup fee, onboarding fee, or deposit. These are billed on the first invoice for the engagement and are non-refundable once UOTech has begun the related work, except as expressly stated on the Quote.

(d) Recurring fees. MSP Services fees are billed monthly in advance, unless the Quote provides a different cadence. The first monthly invoice may be pro-rated to align the billing cycle.

(e) Project fees. Project Services are billed according to the payment schedule on the Quote (typically a deposit on acceptance, milestone payments during, and a final payment on acceptance), or, if no schedule is on the Quote, monthly in arrears for work performed.

(f) Resale Item fees. Resale Items are billed on the invoice that accompanies the order, or as expressly provided on the Quote. Hardware deposits are billed at the time of order placement. Subscription Resale Items are billed in line with the licensor's billing cadence.

7. Payment terms

(a) Net terms. Invoices are due within fifteen (15) days of the invoice date, unless the Quote states otherwise.

(b) Payment methods. Preferred payment methods are ACH and credit card on file. Checks are accepted; checks returned for any reason incur a fifty dollar ($50.00) service charge, and you agree that all subsequent payments will be made by certified funds or another guaranteed payment method.

(c) Late charges. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law, calculated from the invoice due date.

(d) Suspension for non-payment. If you fail to pay any invoice within the period set forth in Section 7(a), we may suspend all Services and discounts after fifteen (15) days' written notice and an opportunity to cure. No additional notice of suspension is required. Suspension does not relieve you of the obligation to pay fees for the suspended period unless we expressly waive them.

(e) Dispute window. Good-faith invoice disputes must be raised in writing within ten (10) days of receipt of the invoice and must identify the specific charges in dispute. The undisputed portion of the invoice remains payable on the original due date. Disputes not raised within the window are waived as to that invoice, except for manifest mathematical errors or duplicate billing.

(f) Returned payments. Any payment returned, reversed, charged back, or declined (including returned checks, failed ACH transactions, and declined card payments) incurs a fifty dollar ($50.00) service charge in addition to any other amounts owed.

8. Your responsibilities

To enable us to deliver the Services and Resale Items quoted, you agree to:

(a) provide accurate and complete information about your environment, users, and business needs;

(b) designate an authorized point of contact who has decision-making authority for technical and commercial matters arising under the engagement;

(c) provide the access, credentials, facilities, and cooperation we reasonably need to perform the Services;

(d) maintain valid licenses for all software in your environment, including third-party software not supplied by UOTech;

(e) maintain the environment standards described in Section 3(h) for MSP Services, and the assumptions in Section 4(f) for Project Services;

(f) review invoices within the windows described in Sections 3(f) and 7(e); and

(g) comply with all applicable laws in your use of the Services and Resale Items.

9. Disclaimers of warranty

Except as expressly stated in a signed Master Agreement, Statement of Work, or the Quote itself, the Services and Resale Items are provided as is. To the fullest extent permitted by law, UOTech disclaims all warranties, express and implied, including the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. UOTech does not warrant that the Services or any Resale Item will be uninterrupted, error-free, secure, or free of viruses or other harmful components. EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED MASTER AGREEMENT OR STATEMENT OF WORK, UOTECH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of liability

(a) No indirect damages. Neither party is liable for indirect, special, incidental, consequential, or punitive damages arising out of or relating to a Quote or these Terms, including loss of profits, revenue, business interruption, loss of use, lost data, or the cost of substitute services or equipment, regardless of the legal theory (contract, tort, or otherwise) and regardless of whether the party was advised of the possibility of such damages.

(b) Aggregate cap. UOTech's total aggregate liability for all claims arising out of or relating to a Quote or these Terms will not exceed the total amount you paid to UOTech under the Quote in the twelve (12) months preceding the event giving rise to the claim. For Resale Items, the cap on UOTech's liability is the amount you paid for the specific Resale Item giving rise to the claim, not the entire amount paid under the Quote.

(c) Time limitation on claims. No action arising out of or relating to a Quote or these Terms may be brought by either party more than one (1) year after the date of the event giving rise to the claim.

(d) Carve-outs. Sections 10(a), 10(b), and 10(c) do not apply to your obligation to pay amounts owed under the Quote, to either party's indemnification obligations, or to liability that cannot be limited by law.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with the Quote and any resulting engagement ("Confidential Information"), including pricing, technical configurations, customer data, and business information. Each party will use Confidential Information solely to perform its obligations and will not disclose it to a third party without the other party's prior written consent, except as required by law and except to the receiving party's employees, contractors, advisors, and subprocessors who have a need to know and who are bound by confidentiality obligations at least as protective as these Terms. These obligations survive the expiration or termination of the Quote.

12. Indemnification by Customer

You will defend, indemnify, and hold harmless UOTech, its affiliates, and their respective directors, officers, employees, agents, and representatives from and against any third-party claim, demand, action, suit, proceeding, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

(a) your breach of these Terms or the Quote;

(b) your negligence, willful misconduct, or violation of applicable law in connection with the engagement;

(c) your misuse of the Services or any Resale Item;

(d) any third-party claim that your data, content, materials, or instructions provided to UOTech infringe, misappropriate, or violate the intellectual property, privacy, or other rights of a third party; or

(e) your failure to maintain valid licenses for any software, services, or third-party products supplied or specified by you.

UOTech will provide prompt written notice of any claim subject to indemnification, will reasonably cooperate in the defense at your expense, and will not settle any claim without your prior written consent (not to be unreasonably withheld). You will not settle any claim in a manner that imposes any obligation, restriction, or admission of liability on UOTech without our prior written consent.

13. Force majeure

UOTech is not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God; severe weather, fire, flood, or natural disaster; labor disputes; insurrection, riot, civil disturbance, or act of terrorism; embargoes, sanctions, or trade restrictions; pandemic, epidemic, or public health emergency; cyberattack (including ransomware, distributed denial-of-service attacks, and supply chain compromises) targeting UOTech infrastructure or commercial third-party vendors UOTech relies upon; outages affecting major public cloud, telecommunications, or internet backbone providers; supply chain disruption; transportation delay; inability to obtain supplies, equipment, or software licenses; requirements of any governmental or military authority; government-mandated shutdowns; infrastructure modifications; or power failures. UOTech will use commercially reasonable efforts to mitigate the impact of any such event and to resume performance as soon as practicable.

14. Term, cancellation, and termination

(a) MSP Services. The term and termination of MSP Services are set forth in Section 3(b) and, if applicable, in the Master Agreement. Termination for cause requires a thirty (30) day written notice and an opportunity to cure.

(b) Project Services. Project Services run from acceptance of the Quote through your acceptance of all deliverables, unless terminated earlier under the Master Agreement, the Statement of Work, or by mutual written agreement. If you cancel a Project Services engagement before completion, you will pay for all work performed and reimbursable expenses incurred through the cancellation date, including any non-cancellable third-party commitments made in reliance on the engagement.

(c) Resale Item orders. Resale Item orders may be canceled prior to placement with the distributor without charge. Once placed with the distributor, cancellation is subject to the distributor's terms, including any restocking, cancellation, or non-cancellation fees. Subscription Resale Items follow the cancellation terms of the licensor, which may include term commitments that cannot be canceled mid-term.

15. Notices

Notices required or permitted under these Terms must be given by (a) personal delivery to an authorized representative of the receiving party; (b) certified mail, return receipt requested, postage prepaid; (c) a nationally recognized overnight courier with delivery confirmation; or (d) email to the designated email address with confirmation of delivery. Notices to UOTech go to:

Urban Ocean Corporation, dba UOTech.co
100 Terminal Drive
Plainview, NY 11803
Email: [email protected]

Notices to you go to the contact information shown on the Quote, or as later updated by written notice. Email notices sent after 5:00 p.m. Eastern Time on a business day, or sent on a non-business day, are deemed effective the next business day.

16. General

(a) Independent contractors. UOTech is an independent contractor, and nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

(b) No solicitation of personnel. During the term of any engagement under a Quote and for one (1) year after, you agree not to solicit or hire any UOTech employee, agent, or subcontractor who provided services to you during the engagement, except through a general public job posting not targeted at UOTech personnel. UOTech is entitled to injunctive relief, in addition to other remedies, for breach of this Section 16(b).

(c) Assignment. Neither party may assign these Terms or the Quote without the other party's prior written consent, except that UOTech may assign to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets.

(d) Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

(e) Waiver. A waiver of any breach is not a continuing waiver and is not a waiver of any subsequent breach.

(f) Counterparts and electronic signatures. A Quote may be executed in counterparts and by electronic transmission (including PDF, electronic signature platforms, or facsimile). Each counterpart is an original, and all counterparts together form one instrument.

(g) Headings. Section headings are for convenience only and do not affect interpretation.

(h) Entire agreement. Together with the Quote, any Statement of Work, and any Master Agreement, these Terms constitute the entire agreement between the parties on their subject matter and supersede all prior or contemporaneous communications, whether written or oral. These Terms can be modified only by a written instrument signed by both parties or, where these Terms are superseded by a Master Agreement or Statement of Work, by amendment to that instrument.

(i) Attorneys' fees. In any action to enforce a Quote, a Master Agreement, a Statement of Work, or these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs in addition to any other relief.

17. Governing law and venue

These Terms and any Quote are governed by the laws of the State of New York, without reference to its conflicts-of-laws principles. Any action arising out of or relating to these Terms or a Quote must be brought exclusively in the Supreme Court of the State of New York, County of Nassau, and each party consents to the personal jurisdiction of that court, agrees that it is a convenient forum, and waives any objection based on forum non conveniens or any similar doctrine.

Urban Ocean Corporation, dba UOTech.co. 100 Terminal Drive, Plainview, NY 11803. (516) 500-7789. [email protected].

Quote Terms and Conditions, version 1.1, effective July 2, 2026.