Andrena Commercial Terms and Conditions

1. Overview

Andrena, Inc. (“Andrena”, “we”, “us”, or “our”) provides telecommunications infrastructure deployment, network services, installation, maintenance, and related operational services (collectively, the “Services”). The Services may include telecommunications deployment and servicing, network infrastructure installation and maintenance, operational and administrative support, infrastructure monitoring and coordination, property and site deployment services, vendor and contractor coordination, and related infrastructure, operational, or support services.

Certain Services may be provided directly by Andrena, in coordination with third-party infrastructure providers, or in support of infrastructure systems, contractual arrangements, or telecommunications assets owned or operated by independent entities, including Andrena Holdings, LLC and one or more affiliated special purpose vehicles or series entities (“SPVs”). Andrena acts solely as a commercial infrastructure operator and service provider.

Andrena does not operate investment platforms, offer securities or financial products, provide investment, brokerage, banking, custodial, or financial advisory services, administer protocol-based economic systems, or offer participation in infrastructure-related investment opportunities. Nothing on this website or in these Terms constitutes an offer to invest, a solicitation of investment, a public offering, marketing of investment opportunities, or an offer to acquire any ownership, creditor, beneficial, participation, or economic interest in any infrastructure assets, SPVs, receivables, telecommunications systems, or related contractual arrangements.

Information provided on this website or through the Services is provided solely for general informational and commercial purposes and should not be relied upon as financial, investment, legal, regulatory, or technical advice.

These Terms and Conditions (“Terms”) govern all Services provided by Andrena to customers, partners, property owners, counterparties, vendors, contractors, infrastructure participants, and other commercial users (“Customer” or “you”). These Terms incorporate by reference the applicable Privacy Policy.

The Services may also be governed by supplemental agreements, including Statements of Work (“SOWs”); Deployment Agreements; Property Access Agreements; Service Level Agreements (“SLAs”); Order Forms; installation agreements; maintenance agreements; or other written commercial agreements. In the event of a conflict between these Terms and a separately executed written agreement, the applicable written agreement will control solely with respect to the specific Services governed by that agreement.

2. Role in Ecosystem

2.1 SPV Structure

Andrena operates as an independent commercial infrastructure and telecommunications services provider. Andrena may deploy, maintain, monitor, and service telecommunications infrastructure; provide operational support services; coordinate with infrastructure owners, property owners, vendors, utilities, and service providers; and provide servicing or operational support to infrastructure assets owned by independent entities, including SPVs.

Andrena Holdings, LLC and its Series entities (“Series SPVs”) are separate legal entities intended to own specific infrastructure assets and associated contractual rights. Each Series SPV maintains separate books and records; may maintain separate accounts and contractual arrangements; and is intended to operate independently from Andrena and other Series entities.

Andrena may provide servicing, deployment, operational, maintenance, monitoring, administrative, or coordination services to such entities pursuant to separate contractual arrangements. Nothing on this website or in these Terms constitutes an offer to invest in any Series SPV or infrastructure-related arrangement; grants any ownership, creditor, beneficial, equitable, participation, or security interest in any infrastructure assets, telecommunications systems, SPVs, receivables, or related contractual rights; or creates any entitlement to revenue, cash flow, profits, distributions, economic returns, or enforcement rights associated with any infrastructure assets or entities. Series SPVs are intended to maintain operational and legal separateness from other entities within the broader ecosystem. Any servicing, deployment, administrative, operational, or coordination services provided by Andrena to SPVs or third parties are performed pursuant to separate contractual arrangements.

2.2 No Reliance

Information provided by Andrena, including any descriptions of infrastructure operations, deployments, performance metrics, or related systems, is provided for general informational purposes only. Customers and website users acknowledge that they are acting independently and not relying on Andrena for investment, financial, tax, legal, or economic advice or guarantees. Andrena does not owe any fiduciary, advisory, trustee, or similar duties to any website user, customer, counterparty, or third party in connection with any infrastructure systems, SPVs, protocols, or related activities.

2.3 Definitions

“Affiliate” means any entity controlling, controlled by, or under common control with Andrena.

“Andrena Equipment” means any equipment, hardware, infrastructure components, networking systems, antennas, routers, switches, cabling, wireless systems, software, monitoring systems, or related infrastructure deployed, installed, maintained, or serviced by Andrena or its contractors.

“Customer” means any customer, property owner, operator, vendor, contractor, counterparty, or commercial user receiving Services.

“Infrastructure Assets” means telecommunications infrastructure, networking systems, wireless equipment, related deployment systems, or associated contractual rights.

“Order Form” means any ordering document, statement of work, deployment agreement, installation agreement, or commercial ordering document executed between the parties.

“Service Location” means any property, building, premises, location, or infrastructure site where Services are provided.

“SPV” means any special purpose vehicle, series entity, or infrastructure-owning entity associated with telecommunications infrastructure systems.

3. Services and Scope

3.1 Scope

Andrena provides telecommunications infrastructure deployment, installation, maintenance, monitoring, operational support, network connectivity, customer support, servicing, and related commercial infrastructure services in connection with telecommunications and networking systems.

Services may include site surveys and infrastructure assessments, deployment planning and coordination, installation of telecommunications and networking equipment, cabling, wireless, and connectivity services, infrastructure deployment and commissioning, monitoring, diagnostics, and operational optimization, maintenance, troubleshooting, repair, replacement, and upgrade services, remote and on-site customer support, vendor, carrier, utility, and contractor coordination, property access coordination, infrastructure administration and servicing, software, dashboard, API, or operational interface access, and related operational, administrative, or support services.

Certain Services may be performed directly by Andrena, through contractors, vendors, carriers, or third-party providers, or in support of infrastructure systems owned or operated by independent entities, including SPVs.

Specific Services, deployment parameters, service levels, technical specifications, maintenance obligations, support obligations, implementation schedules, uptime commitments, support response times, service credits, and operational requirements may be defined in applicable Statements of Work (“SOWs”), Service Level Agreements (“SLAs”), Deployment Agreements; Order Forms, installation agreements, maintenance agreements, or other written agreements.

Except as expressly stated in an applicable SLA or written agreement, no guaranteed uptime, throughput, bandwidth, latency, or performance levels are provided, no uninterrupted or error-free service is guaranteed, and no service credits or remedies are available for outages, interruptions, maintenance events, or third-party failures. Andrena may engage subcontractors, carriers, utilities, vendors, service providers, infrastructure operators, or other third parties in connection with the Services.

3.2 Third-Party Infrastructure

Certain infrastructure may be owned by SPVs, financed by third parties, or located on Customer premises. Andrena acts solely as a servicer or operator and does not own such infrastructure unless expressly stated.

3.3 No Guarantee of Performance

Network performance may vary due to environmental factors, third-party interference, regulatory constraints, and infrastructure limitations. Andrena does not guarantee uninterrupted or error-free service.

3.4 No Economic or Infrastructure Performance Guarantees

Andrena does not guarantee infrastructure utilization; economic performance; financing availability; protocol incentives; token value; liquidity; infrastructure monetization; or any economic outcomes associated with infrastructure systems, SPVs, or third-party protocols. Any operational metrics, deployment statistics, estimated performance indicators, projected utilization metrics, or related analytics are informational only and may be incomplete, estimated, delayed, or inaccurate.

3.5 Service Modifications

Andrena may modify, upgrade, replace, suspend, discontinue, reconfigure, or improve portions of the Services, infrastructure systems, technologies, software, dashboards, APIs, equipment, vendors, carriers, operational processes, or technical configurations from time to time for operational, legal, regulatory, security, technical, commercial, or infrastructure-related reasons.

To the maximum extent permitted by law, Andrena shall not be liable for operational impacts, downtime, incompatibilities, interruptions, or changes resulting from such modifications.

3.6 Network Management and Operational Controls

Andrena reserves the right to implement reasonable network management practices, traffic management measures, bandwidth allocation measures, maintenance procedures, operational controls, security measures, infrastructure protections, and service prioritization policies necessary to maintain network integrity, comply with legal obligations, preserve operational stability, prevent abuse, mitigate security risks, or support infrastructure performance. Such measures may include temporary restrictions, throttling, maintenance windows, service limitations, traffic prioritization, or suspension of Services.

4. Customer Obligations

Customer shall reasonably cooperate with Andrena regarding infrastructure inspections, maintenance access, troubleshooting activities, upgrades, operational reviews, compliance activities, safety requirements, infrastructure verification, and operational support activities.

Failure to provide reasonable access or cooperation may result in service degradation, suspension, delays, additional charges, or inability to provide Services.

Andrena may maintain logs, monitoring records, maintenance records, deployment records, and operational records relating to the Services for operational, compliance, security, support, and business purposes.

Customer agrees to provide Andrena and its contractors with safe, timely, and reasonable access to applicable Service Locations; obtain all necessary landlord, property owner, utility, governmental, zoning, permitting, and third-party approvals; maintain adequate environmental, electrical, networking, and physical conditions necessary for operation of the Services; cooperate with installation, maintenance, servicing, monitoring, troubleshooting, upgrades, and repair activities; provide accurate and complete operational and contact information; maintain all Customer-owned systems, equipment, and facilities not expressly maintained by Andrena; comply with all applicable laws, regulations, and contractual obligations; and avoid interfering with telecommunications infrastructure or Services.

Customer shall not move, tamper with, reverse engineer, remove, alter, damage, or interfere with any Andrena Equipment; permit unauthorized access to infrastructure systems; use the Services in violation of applicable law; interfere with network operations; or use the Services in a manner that threatens operational integrity, security, or infrastructure stability.

Customer shall remain responsible for Customer-provided equipment; internal systems; local networking; electrical systems; permitting failures; property access restrictions; and site-related operational conditions outside Andrena’s control.

Customer shall be responsible and liable for all acts, omissions, access, usage, and activities of Customer personnel, employees, contractors, agents, tenants, residents, guests, invitees, and any third parties accessing the Services through Customer systems, Service Locations, or infrastructure environments. Any act or omission by such parties that would constitute a breach of these Terms if performed by Customer shall be deemed a breach by Customer.

5. Fees, Billing, and Payment

5.1 Fees and Charges

Customer agrees to pay all fees, charges, costs, and amounts associated with the Services as set forth in applicable Order Forms, Statements of Work (“SOWs”), SLAs, Deployment Agreements, invoices, or other written agreements with Andrena. Charges may include recurring service fees, installation fees, deployment fees, usage-based fees, maintenance and repair charges, service call charges, equipment-related charges, monitoring fees, support fees, infrastructure access charges, pass-through vendor costs, taxes, surcharges, governmental fees, regulatory recovery fees, and other amounts associated with the Services. Unless otherwise expressly stated in writing, all payment obligations are non-cancelable and non-refundable.

5.2 Third-Party Charges and Costs

Customer may incur charges from third-party providers, carriers, utilities, landlords, vendors, contractors, software providers, cloud providers, or telecommunications providers that are separate from amounts charged by Andrena. Customer is solely responsible for all such third-party charges, applicable taxes and fees, utility and electrical usage costs, networking costs, and charges arising from Customer-selected third-party systems or services. Andrena shall not be responsible for disputes between Customer and any third-party provider, and Customer agrees to resolve such disputes directly with the applicable third party.

5.3 Billing and Payment Authorization

Unless otherwise agreed in writing, Andrena may invoice Customer in advance for recurring charges, periodically for usage-based charges, and in arrears for variable charges, maintenance charges, support services, service calls, or additional Services. Customer authorizes Andrena to invoice, charge, or electronically collect payment using approved payment methods or billing arrangements provided by Customer. Customer agrees that no additional authorization shall be required for recurring or authorized charges, that Customer shall maintain valid payment information at all times, and that Customer shall promptly notify Andrena of changes to billing information, payment methods, authorized billing contacts, or billing addresses.

5.4 Payment Terms

Except as otherwise stated in an applicable written agreement, invoices are due within thirty (30) days of the invoice date. Undisputed amounts must be paid in full without offset, deduction, withholding, or counterclaim. Partial payments may be rejected or applied in Andrena’s sole discretion. Acceptance of any partial payment shall not constitute a waiver of any rights or obligations under these Terms.

5.5 Taxes and Governmental Charges

Customer shall be responsible for all federal, state, local, municipal, regulatory, telecommunications, utility, franchise, governmental, or quasi-governmental taxes, fees, surcharges, duties, assessments, or recovery charges arising from or relating to the Services, however designated. Such amounts may include pass-through regulatory charges, telecommunications recovery fees, infrastructure recovery fees, utility recovery fees, and amounts imposed retroactively by governmental authorities. Andrena reserves the right to modify applicable charges from time to time to reflect changes in law, regulation, carrier requirements, taxes, fees, or governmental assessments.

5.6 Disputed Charges

Customer must notify Andrena in writing of any disputed invoice amount no later than thirty (30) days following receipt of the applicable invoice. Any dispute notice must include the disputed amount, the basis for the dispute, and all reasonably available supporting documentation. Customer shall timely pay all undisputed amounts during the pendency of any dispute. The parties shall attempt in good faith to resolve disputed amounts. Any disputed amount not resolved within sixty (60) days following submission of the dispute shall become immediately due and payable unless otherwise determined by final resolution. Under no circumstances may Customer dispute an invoice more than sixty (60) days following receipt of the applicable invoice.

5.7 Late Payments and Collection Costs

Any undisputed amount not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If Customer fails to timely pay amounts due, Andrena may suspend or restrict Services, deactivate systems or accounts, withhold maintenance or support services, require advance payment, refer the matter to collections, recover infrastructure equipment, or pursue any other available legal or equitable remedies. Customer shall reimburse Andrena for all reasonable collection costs, enforcement expenses, repossession costs, attorneys’ fees, expert fees, court costs, and recovery expenses incurred in connection with collection or enforcement activities.

5.8 Rejected or Failed Payments

Customer may be charged the maximum amount permitted by law for rejected payments, failed ACH transactions, returned checks, chargebacks, declined payment methods, or failed electronic payment transactions. Andrena may require alternative payment methods following failed or rejected payments.

5.9 Fraudulent or Unauthorized Use

Customer is responsible for all charges, usage, activity, and operational impacts associated with the Services attributable to Customer, including fraudulent, unauthorized, or improper use by Customer personnel, contractors, agents, tenants, users, guests, or third parties accessing Customer systems or Service Locations. Andrena reserves the right to restrict, suspend, investigate, or terminate Services in connection with suspected fraud, abuse, unauthorized access, sanctions concerns, security incidents, or unlawful activity.

5.10 No Setoff

Customer may not offset, withhold, deduct, recoup, or reduce amounts owed to Andrena absent a final non-appealable adjudication expressly authorizing such offset.

6. Installation and Site Access

6.1 Site Rights

Customer grants Andrena the right to access premises, install and maintain equipment, and perform upgrades and repairs.

6.2 Equipment Ownership

Unless otherwise agreed in writing, equipment, infrastructure assets, and related systems may be owned by Andrena, third-party vendors, utilities, landlords, or independent SPVs; Customer receives no ownership interest in such assets; and no ownership or security interest transfers to Customer absent an express written agreement.

6.3 Removal

Upon termination, Andrena may choose to remove equipment, and Customer must provide reasonable access.

6.4 No Interference

Customer shall not access; modify; relocate; disconnect; repair; tamper with; reverse engineer; or interfere with any Andrena Equipment or infrastructure systems without prior written authorization.

6.5 Damage to Equipment

Customer is responsible for loss of or damage to equipment caused by Customer acts or omissions; unauthorized third parties; property conditions; negligence; misuse; theft; or failure to maintain safe site conditions.

7. Service Levels

If applicable, service levels will be defined in a separate SLA. Except as expressly stated, no uptime guarantees are provided, and no credits are owed for downtime.

Andrena may conduct scheduled or emergency maintenance from time to time. Services may be temporarily unavailable during maintenance periods. Except as expressly stated in an applicable SLA, scheduled or emergency maintenance shall not constitute downtime, service failure, or breach of these Terms.

8. Third-Party Services

Services may depend on third parties, including internet service providers, infrastructure vendors, and utilities. Certain infrastructure systems and telecommunications operations may depend on third-party operators, utilities, landlords, vendors, carriers, or service providers outside Andrena’s control. Andrena is not responsible for third-party failures.

Andrena shall not be responsible for public internet performance, third-party carrier networks, utility systems, cloud providers, DNS systems, wireless interference, internet congestion, latency caused by third-party infrastructure, or failures of systems outside Andrena’s reasonable control.

9. Data and Privacy

9.1 Customer Data

Customer data is handled in accordance with the Privacy Policy referenced above. Andrena may process data necessary to operate Services, monitor performance, and comply with legal obligations. Operational metrics, deployment statistics, network performance indicators, or other infrastructure-related analytics displayed on this website are informational only and do not constitute guarantees, contractual commitments, or financial representations.

Customers and website users acknowledge that they do not rely on any operational metrics, infrastructure statistics, deployment data, or related analytics as guarantees of performance, utilization, or economic outcomes.

Infrastructure-related data, deployment metrics, utilization statistics, or related analytics may depend on third-party reporting systems, service providers, utilities, operators, or software systems outside Andrena’s control.

9.2 Confidential Information

Each party may receive confidential, proprietary, technical, operational, commercial, deployment, infrastructure, or business information belonging to the other party. Each party agrees to protect such information using reasonable safeguards; not to disclose such information except as necessary to perform obligations under these Terms; and not to use such information except as permitted under these Terms. Confidentiality obligations shall not apply to information that becomes publicly available without breach; was independently developed; was lawfully obtained from a third party; or is required to be disclosed by law.

9.3 Security Risks and Cybersecurity Risks

Customer acknowledges that telecommunications systems, networking systems, APIs, dashboards, cloud environments, infrastructure systems, software platforms, and third-party technologies may be subject to outages, cyberattacks, unauthorized access, malware, ransomware, data breaches, denial-of-service attacks, software vulnerabilities, operational disruptions, or other technical failures or security incidents.

No system, network, or infrastructure environment can be guaranteed completely secure or uninterrupted. Customer remains solely responsible for maintaining reasonable security controls for Customer systems, devices, credentials, and networks, protecting authentication credentials, restricting unauthorized access, implementing appropriate backup and recovery procedures, and maintaining appropriate cybersecurity safeguards.

Andrena is not responsible for cybersecurity incidents, outages, or compromises arising from Customer systems, third-party systems, public internet infrastructure, telecommunications carriers, utilities, cloud providers, or events outside Andrena’s reasonable control.

9.4 Customer Backup and Business Continuity Responsibility

Customer remains solely responsible for maintaining appropriate backup systems, redundancy systems, disaster recovery procedures, data retention procedures, and business continuity measures. Andrena shall not be responsible for the loss, corruption, destruction, delay, or unavailability of Customer data, systems, configurations, applications, or operational environments.

10. Intellectual Property

All intellectual property relating to network design, software, and systems remains the property of Andrena or its licensors. No rights are granted except as expressly stated. Customer receives no ownership rights in software, deployment methodologies, monitoring systems, infrastructure configurations, analytics systems, operational systems, APIs, dashboards, or related technology. Customer may not copy, reverse engineer, decompile, sublicense, distribute, or create derivative works from any Andrena technology absent express written authorization.

11. Disclaimers

Services are provided “as is” and “as available.” Andrena disclaims all warranties, including merchantability, fitness for a particular purpose, and uninterrupted service.

Andrena does not offer securities, investment opportunities, token-based products, or financial instruments. Any references to third-party platforms or protocols are provided for informational purposes only.

Certain infrastructure assets serviced by Andrena may be associated with third-party platforms or protocols, including DAWN. Andrena does not operate, control, administer, or guarantee any blockchain protocol; token system; rewards programs; smart contract system; vault mechanism; liquidity system; or any protocol-based economic or financial functionality associated with third-party platforms or ecosystems, including DAWN. Andrena does not custody digital assets; control wallets or private keys; process blockchain transactions; administer protocol positions; provide digital asset exchange services; or provide custodial or financial intermediary services. As such, Andrena is not responsible for any token distributions, rewards allocations, vault systems, tranche structures, stablecoin systems, liquidity mechanisms, financing arrangements, or protocol-based economic functionality associated with third-party ecosystems or infrastructure coordination systems.

Certain third-party protocols, infrastructure coordination systems, token systems, or related technologies referenced by Andrena may evolve, be modified, suspended, or discontinued over time. Nothing contained on this website or in these Terms constitutes a securities offering; a public offering; a solicitation of investment; general solicitation; marketing of investment opportunities; or an offer to participate in infrastructure-related financing arrangements or economic systems.

Andrena does not warrant that the Services will be uninterrupted, error-free, secure, or available at all times, that defects will be corrected, that infrastructure capacity will always be available, or that the Services will operate with any specific third-party systems, hardware, software, protocols, applications, or networking environments.

Customer acknowledges that telecommunications systems and infrastructure operations inherently involve operational risks, outages, interruptions, latency, degradation, maintenance events, and dependencies on third-party systems and providers.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANDRENA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DIGITAL ASSETS, PROTOCOL-RELATED LOSSES, INFRASTRUCTURE-RELATED ECONOMIC LOSSES, SERVICE INTERRUPTIONS, NETWORK OUTAGES, OR THIRD-PARTY FAILURES WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE.

ANDRENA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO ANDRENA FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in these Terms shall limit Customer’s obligations relating to payment obligations, indemnification obligations, misuse of Services, violations of law, unauthorized access, infringement, fraud, gross negligence, willful misconduct, or damage to Andrena Equipment or infrastructure systems.

The limitations set forth in this Section form an essential basis of the bargain between the parties and apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise.

Without limiting the foregoing, Andrena shall not be liable for cybersecurity incidents, ransomware events, denial-of-service attacks, unauthorized access, data breaches, malware, infrastructure exploits, protocol exploits, blockchain-related incidents, internet failures, utility failures, or third-party system compromises.

13. Indemnification

Customer shall defend, indemnify, and hold harmless Andrena, its Affiliates, Andrena Holdings, LLC, any SPVs, and each of their respective officers, directors, employees, contractors, agents, service providers, licensors, successors, and assigns (collectively, the “Andrena Parties”) from and against any and all claims, demands, actions, investigations, proceedings, liabilities, damages, losses, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and expert fees) arising out of or relating to Customer’s use of the Services; Customer’s breach of these Terms; Customer’s violation of applicable law; Customer’s misuse of infrastructure systems; Customer-provided equipment; Customer’s failure to obtain required approvals or consents; property damage; bodily injury; Customer data or content; cybersecurity incidents attributable to Customer; unauthorized access attributable to Customer; violations of telecommunications, sanctions, export control, privacy, or data protection laws; or Customer’s interactions with third-party systems, protocols, vendors, utilities, landlords, or infrastructure providers.

Andrena reserves the right to assume exclusive control of the defense of any matter otherwise subject to indemnification at Customer’s expense, and Customer agrees to cooperate fully with such defense. Customer may not settle any claim affecting the Andrena Parties without Andrena’s prior written consent.

14. Force Majeure

Andrena shall not be liable for delays, interruptions, failures, or damages caused by events beyond its reasonable control, including acts of God, weather events, utility failures, fiber cuts, internet outages, power failures, labor disputes, cyberattacks, governmental actions, supply chain disruptions, regulatory changes, property access failures, vendor failures, telecommunications carrier failures, infrastructure outages, sanctions restrictions, blockchain network disruptions, or failures of third-party systems or infrastructure. Force majeure events shall excuse performance obligations for the duration of the applicable event and any commercially reasonable recovery period thereafter.

15. Term and Termination

15.1 Term

These Terms remain in effect for the duration of Services.

15.2 Termination

Without limiting any other rights or remedies, Andrena may suspend, restrict, or terminate Services immediately for fraud, abuse, cybersecurity concerns, sanctions concerns, unlawful activity, infrastructure misuse, or operational risk; upon nonpayment of undisputed amounts; if Customer fails to cure a payment default within seven (7) days following notice or invoice delinquency; if Customer breaches these Terms and fails to cure such breach within thirty (30) days after notice, where cure is reasonably possible; if property access necessary to provide Services is denied or materially impaired; or if continued provision of Services becomes commercially impractical, technically infeasible, or legally restricted. Suspension or termination shall not relieve Customer of payment obligations, accrued fees, removal costs, deinstallation costs, or other outstanding obligations.

Customer may terminate Services only in accordance with the applicable Order Form, SOW, SLA, or written agreement and shall remain responsible for all accrued charges, fees, removal costs, commitments, deinstallation costs, and outstanding obligations.

15.3 Effect of Termination

Upon termination, Services cease, outstanding payments become due, and equipment may be removed.

15.4 Suspension Rights

Andrena may immediately suspend Services for nonpayment, fraud, legal compliance concerns, sanctions concerns, cybersecurity risks, operational threats, infrastructure misuse, or unauthorized access attempts. Andrena may suspend Services prior to termination where reasonably necessary to protect infrastructure systems, network integrity, operational stability, legal compliance, or third-party systems.

15.5 Post-Termination

Upon termination, Customer shall cease using the Services, all unpaid amounts become immediately due, Andrena may remove or deactivate infrastructure systems, Customer shall provide reasonable access for equipment retrieval, and certain provisions shall survive termination, including confidentiality, limitations of liability, indemnification, dispute resolution, payment obligations, and intellectual property protections.

16. Acceptable Use; Compliance with Law

16.1 Acceptable Use

Customer shall not use the Services unlawfully, to interfere with network operations, to access systems without authorization, to transmit malicious code, to engage in fraud or abuse, to violate sanctions or export laws, or in a manner that threatens infrastructure integrity, telecommunications systems, or third-party operations. Andrena may suspend or terminate Services for violations of this Section.

16.2 Compliance with Law

Each party agrees to comply with all applicable laws, including telecommunications regulations, export controls, and sanctions laws.

16.3 Export Controls and Sanctions

Customer shall not use the Services in violation of applicable export control laws, for prohibited end uses, for sanctioned persons or jurisdictions, or in violation of trade restrictions, sanctions laws, or telecommunications restrictions.

Customer represents and warrants that neither Customer nor any beneficial owner, controller, Affiliate, user, or authorized representative is subject to sanctions administered by the United States, United Nations, European Union, United Kingdom, or other applicable authority, located in a comprehensively sanctioned jurisdiction, or prohibited from receiving the Services under applicable law.

Andrena may suspend or terminate Services immediately if Andrena reasonably determines that continued provision of Services could violate applicable law or expose Andrena to sanctions, regulatory, or compliance risk.

17. No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, agency relationship, or investment relationship between Andrena and any Customer; any SPV and any Customer; or any referenced protocol or ecosystem participant.

18. Assignment

Customer may not assign these Terms without Andrena’s consent. Andrena may assign these Terms to affiliates or successors.

19. Governing Law

These Terms are governed by the laws of the State of Delaware.

20. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by JAMS under its commercial arbitration rules. Arbitration shall be conducted in Delaware, before a single arbitrator, in English, and on an individual basis only. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL, AND ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR REPRESENTATIVE ACTIONS.

Nothing in these Terms prevents either party from seeking injunctive relief, equitable relief, or temporary restraining orders in any court of competent jurisdiction. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section.

21. Class Action Waiver

All disputes must be brought individually.

22. Miscellaneous

22.1 Entire Agreement

These Terms, together with any applicable Order Forms, SOWs, SLAs, Deployment Agreements, installation agreements, maintenance agreements, Privacy Policies, and other written agreements expressly incorporated herein constitute the complete and exclusive agreement between the parties regarding the Services and supersede all prior or contemporaneous discussions, proposals, communications, representations, or understandings. Any conflicting or additional terms submitted by Customer shall have no force or effect unless expressly agreed in writing by Andrena.

22.2 No Third Party Beneficiaries

Except as expressly stated, these Terms do not create any third-party beneficiary rights in any person or entity.

22.3 Survival

Sections relating to payment obligations, limitations of liability, indemnification, dispute resolution, confidentiality, intellectual property, compliance obligations, disclaimers, and any provisions intended by their nature to survive shall survive termination or expiration of these Terms.

22.4 Electronic Communications and Signatures

Customer agrees that Andrena may provide notices, disclosures, invoices, operational communications, and other communications electronically. Electronic signatures, electronic records, and electronically accepted agreements shall have the same force and effect as physical signatures and paper records.

22.5 Severability and Waiver

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver of any rights.

22.6 Cumulative Remedies

Except as expressly stated otherwise, all rights and remedies under these Terms are cumulative and in addition to any other rights or remedies available at law or in equity.

22.7 Notices

Notices under these Terms may be provided electronically, by email, through operational dashboards or portals, by overnight courier, or by certified mail. Notices shall be deemed effective upon transmission or delivery, as applicable.

22.8 Interpretation and Reservation of Rights

These Terms shall be interpreted fairly and not strictly for or against either party based upon authorship. Except as expressly stated in these Terms, Andrena reserves all rights not expressly granted under these Terms.

23. Contact

Andrena, Inc.
33 Washington Street
Newark, NJ 07102
[email protected]