bOpus, Inc. — Standard Invoice Terms

These Standard Invoice Terms ("Terms") apply to all invoices issued by bOpus, Inc. ("bOpus") to any customer ("Customer"), including invoices for services, hardware, professional services, subscriptions, support, training, and any other goods or services provided by bOpus, whether or not Customer and bOpus have entered into a separate written agreement.

Order of Precedence

In the event of any conflict between these Terms and other documents, the following order of precedence applies, with item (1) controlling:

1. Any signed master agreement, services agreement, subscription agreement (including the bOpus Performance Cloud Subscription Agreement), statement of work, or other written agreement between Customer and bOpus (each, a "Governing Agreement");
2. The applicable signed sales order, ordering document, or quote accepted by Customer;
3. These Terms;
4. Any purchase order, vendor portal entry, or other Customer-issued business form, which is for administrative convenience only and shall have no legal effect to the extent it conflicts with items (1) through (3).

1. Payment

1.1. Payment Due. Payment is due within fifteen (15) days of the invoice date ("Net 15") unless a Governing Agreement, sales order, or the invoice itself specifies different terms — including, where applicable, prepayment in advance of services or a subscription term.

1.2. Form of Payment. All payments shall be made in U.S. dollars (unless otherwise specified on the invoice) by ACH, wire transfer, check, or credit card. Customer is responsible for any bank, wire, or processing fees associated with its chosen method of payment.

1.3. Taxes. Amounts invoiced are exclusive of any applicable sales, use, value-added, goods and services, withholding, or other taxes. Customer is responsible for all such taxes other than taxes on bOpus's net income, and bOpus may add applicable taxes to invoices unless Customer timely provides a valid certificate of exemption or other satisfactory evidence that the items are not taxable.

2. Late Interest

Past-due balances accrue simple interest at the rate of ten percent (10%) per annum (0.833% per month), or the maximum rate permitted by applicable law, whichever is lower. Interest accrues daily on the unpaid balance from the original due date until paid in full.

3. Application of Payments

Unless bOpus directs otherwise in writing, partial, installment, or arrangement payments are applied first to principal, then to accrued interest, then to collection costs. Acceptance of any partial or arrangement payment by bOpus does not constitute accord and satisfaction or a waiver of any unpaid amount, accrued interest, fee, or other right or remedy of bOpus.

4. Collection Costs and Attorneys' Fees

If any amount payable under an invoice is not paid when due, Customer shall be responsible for all costs of collection of past-due amounts, including without limitation reasonable third-party collection-agency fees, court costs, and reasonable attorneys' fees, whether or not litigation is commenced. This obligation is in addition to, and does not limit, any other rights or remedies of bOpus.

5. Disputes; Deemed Acceptance

5.1. Customer must dispute an invoice in writing, with reasonable specificity, within five (5) business days of receipt of the invoice. Charges not so disputed are deemed accurate and accepted, and Customer waives any right to contest such charges thereafter.

5.2. If Customer disputes an invoice in good faith, Customer shall pay all undisputed amounts when due and shall promptly cooperate with bOpus to resolve the disputed portion. Where a Governing Agreement specifies a different dispute window or process, the Governing Agreement controls.

6. Suspension

bOpus may suspend services, withhold deliverables, restrict access to subscription products, or refuse to commence new work for any account with past-due balances, subject to any cure period or notice requirements set forth in an applicable Governing Agreement. Where no Governing Agreement applies, suspension is effective upon non-payment after the due date, without further notice. Suspension does not relieve Customer of its obligation to pay amounts owed.

7. Reservation of Rights; No Waiver

7.1. Cumulative Rights. All rights and remedies of bOpus under these Terms, any Governing Agreement, and applicable law are cumulative and not alternative. Exercise or non-exercise of any right or remedy is not a waiver of any other right or remedy.

7.2. No Implied Waiver. No course of dealing, partial payment, installment arrangement, forbearance, delay, or acceptance of late payment by bOpus shall constitute a waiver of any right or remedy, including without limitation the right to charge late interest, suspend services, recover collection costs, or pursue any claim. Any waiver must be in a writing signed by an authorized representative of bOpus to be effective, and any such waiver shall apply only to the specific instance and purpose stated and shall not constitute a waiver of any other right or any future default.

8. Governing Law; Venue

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws provisions. Any action or proceeding arising out of or relating to these Terms or any invoice issued under them shall be brought exclusively in the state or federal courts located in Benton County, Washington, and Customer consents to personal jurisdiction and venue therein. Notwithstanding the foregoing, bOpus may bring an action in any jurisdiction where Customer resides, has its principal place of business, or holds assets, including for the purpose of obtaining injunctive relief or enforcing a judgment.

9. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

10. Effective Version

The version of these Terms in effect on the date of an invoice governs that invoice. bOpus may update these Terms from time to time; updates apply only to invoices issued on or after the effective date of the updated Terms. Prior versions are archived and available at bopus.ai/invoice-terms/archive or upon written request.

Contact

Questions regarding these Terms or any invoice may be directed to:

bOpus, Inc.