TERMS & CONDITIONS

1. DEFINITIONS In these Terms and Conditions the following terms shall have the following meanings: “Authorized Reseller” means a distributor or reseller that has been expressly authorized in writing by Company to market, sell, install, or support specified Products. “Change Order” means a written modification to the scope, specifications, price, schedule, or other requirements of a Contract that has been signed or otherwise expressly approved in writing by authorized representatives of both Company and Customer. “Company” means Parabit Systems, Inc. “Contract” means the applicable quotation, proposal, Sales Order, Statement of Work, accepted Purchase Order, approved Change Order, these Terms and Conditions, and any other document expressly incorporated by reference. “Customer” means the individual, legal entity, or other organization whose order is accepted by Company. “Customer-Supplied Items” means any peripheral, hardware, software, license, driver, credential, documentation, configuration information, component, material, branding, data, content, specification, or other item supplied by or on behalf of Customer. “Delivery Date” means the date on which Goods are delivered to the carrier, delivered to Customer, made available for pickup, placed into storage because of Customer delay, or otherwise deemed delivered under the Contract, as applicable. “Design Package” means the drawings, renderings, specifications, finishes, branding details, peripheral selections, configurations, dimensions, and other design information submitted by Company to Customer for written approval. “Documentation” means user guides, manuals, drawings, specifications, training materials, technical materials, and other documentation furnished by Company. “Equipment” or “Hardware” means the tangible equipment, kiosks, components, peripherals, and other physical products furnished by Company. “Goods” means all products, equipment, hardware, components, parts, materials, Documentation, and other tangible items supplied under the Contract. “Kiosk or Custom Order” means any kiosk, enclosure, product, component, assembly, or other item designed, configured, modified, fabricated, integrated, or manufactured by Company based in whole or in part upon Customer’s requirements. “Lead Time” means the estimated period required by Company to perform the applicable engineering, procurement, fabrication, integration, testing, and production activities after all commencement conditions under the Contract have been satisfied. “Product” means any Goods, Software, Documentation, or other deliverable provided by Company. “Purchase Order” means a purchase order or similar ordering document issued by Customer. “Sales Order” means Company’s internal or customer-facing order document identifying the Products, Services, pricing, quantities, and other commercial terms accepted by Company. “Services” means all engineering, design, integration, installation, configuration, testing, training, support, consulting, repair, and other services provided by Company. “Software” means any software, firmware, application, code, driver, configuration, update, or related electronic material supplied or licensed by Company. “Statement of Work” or “SOW” means a written document describing the Products, Services, specifications, responsibilities, assumptions, deliverables, pricing, and schedule applicable to a project. 2. QUOTATION Quotations by the Company, unless otherwise stated, shall be valid for thirty (30) days from the date of the quotation. 3. EXISTENCE OF CONTRACT a)A Contract shall come into existence only upon Company’s written acceptance of Customer’s Purchase Order or other written order. Customer’s Purchase Order must reference Company’s applicable quotation, proposal, or Sales Order number. Company shall have no obligation to commence engineering, procurement, fabrication, integration, testing, production, or performance of Services until Company has received the applicable deposit in cleared funds and all required information, approvals, specifications, Customer-Supplied Items, and other project prerequisites. Notwithstanding anything to the contrary, the quoted Lead Time shall commence only after all applicable commencement conditions under the Contract, including the requirements of Section 13, have been fully satisfied. Customer’s Purchase Order must identify any required manufacturer, vendor, provider, source, encryption, certification, compatibility, or other special peripheral, hardware, software, or component requirement applicable to the Goods or Services. b)The Contract is expressly limited to the terms contained in Company’s quotation, proposal, Sales Order, Statement of Work, approved Change Orders, and these Terms and Conditions. Any additional or inconsistent terms contained in Customer’s Purchase Order, portal, acknowledgment, vendor documentation, or other communication are rejected and shall have no force or effect unless expressly accepted in a writing signed by an authorized representative of Company. Company’s acknowledgment, acceptance, performance, delivery, or invoicing shall not constitute acceptance of Customer’s additional or inconsistent terms. c)No amendment, waiver, modification, oral promise, representation, or commitment concerning the Contract shall be binding unless it is set forth in a written document signed or expressly approved in writing by authorized representatives of both parties. d)In the event of a conflict among the Contract documents, the following order of precedence shall apply unless a document expressly states otherwise: 1)An approved Change Order 2)The applicable Statement of Work 3)Company’s accepted quotation, proposal, or Sales Order 4)These Terms and Conditions 5)Customer’s Purchase Order, solely for administrative information such as billing address, shipping address, quantity, and requested delivery location 4. PRICES a)Unless expressly included in Company’s quotation, all prices exclude packaging, crating, insurance, shipping, freight, delivery, installation, training, travel, lodging, meals, parking, tolls, taxes, duties, customs charges, value-added taxes, export or import fees, brokerage fees, permits, custom colors, decals, graphic vinyl wraps, site preparation, electrical work, data connections, and third-party products or services. Customer shall pay all applicable sales, use, excise, value-added, and similar taxes unless Customer provides Company with a valid and applicable tax-exemption certificate before invoicing. b)Company may adjust pricing to reflect increases in the cost of materials, components, labor, freight, transportation, tariffs, duties, exchange rates, regulatory requirements, Customer-requested changes, changes in quantities, changes in delivery schedules, prolonged Customer delay, or other costs arising after the date of the quotation and before completion of performance. No price adjustment resulting from a Customer-requested change shall be binding unless documented in a Change Order or other written authorization. c)Custom kiosk manuals tailored to Customer’s selected peripheral configuration will be invoiced at Parabit’s then-current hourly rate, billed in one-hour increments unless otherwise stated in the applicable quotation or Statement of Work. d)Company’s rendering and Design Package preparation services will be invoiced at Parabit’s then-current hourly rate, with a minimum charge of two hours per kiosk, unless otherwise stated in the applicable quotation. The Design Package may identify project requirements including colors, finishes, branding, dimensions, peripherals, hardware, software, and configuration details. The quoted price includes one revision unless otherwise stated. Additional revisions will be invoiced at Company’s then-current hourly rates. Customer’s written approval of the final Design Package constitutes confirmation that the Design Package accurately reflects Customer’s requirements and authorizes Company to proceed in reliance upon that approval. 5. PAYMENT a)A deposit equal to seventy-five percent (75%) of the total Contract price is required before Company will commence fabrication, procurement, integration, or production, unless otherwise stated in writing by Company. All deposits are nonrefundable and may be applied by Company toward engineering, design, labor, materials, components, third-party commitments, administrative costs, and other project expenses. b)All invoices are payable in United States dollars, without discount, deduction, setoff, counterclaim, retainage, or withholding, on or before the payment date stated on Company’s invoice. Customer may not withhold payment because of a dispute concerning another invoice, shipment, Product, Service, or Contract. c)Any amount not paid when due shall accrue interest from the due date until paid at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse Company for all reasonable costs and expenses incurred in collecting overdue amounts, including attorneys’ fees, court costs, collection-agency charges, and returned-payment fees. d)The entire unpaid balance is due on or before the date stated on Company’s final invoice and, in all cases, before shipment, release, delivery, installation, or transfer of possession unless Company expressly agrees otherwise in writing. Customer’s delay in accepting delivery, scheduling installation, providing access, or satisfying any other obligation shall not postpone the due date for final payment. e)Company may suspend work, withhold shipment, cancel scheduled Services, refuse delivery, or terminate the unperformed portion of the Contract if Customer fails to make any payment when due. Any resulting delay shall extend the Lead Time and all applicable project, production, installation, and delivery dates. f)Amounts associated with approved Change Orders, additional work, Customer-caused delays, storage, expedited performance, or other charges arising after the initial quotation may be invoiced separately and shall be payable in accordance with the applicable invoice. 6. TITLE a)Company shall transfer only the title and rights that Company possesses in the applicable Goods. For Goods obtained from a third party, Company shall transfer only the title and rights transferred to Company by that third party. b)Title to Goods supplied by Company shall remain with Company and shall not pass to Customer until Company has received payment in full of all amounts due under the applicable Contract, including interest, storage charges, collection costs, and other applicable fees. Risk of loss may pass before title in accordance with Section 7. c)Until title passes, Customer shall: 1)Keep the Goods separately identifiable as Company’s property. 2)Protect and insure the Goods against loss or damage. 3)Refrain from selling, transferring, encumbering, or disposing of the Goods without Company’s written consent. 4)Hold any identifiable proceeds from an unauthorized sale or disposition for Company’s benefit. d)Company may maintain an action for the Contract price notwithstanding that title has not passed to Customer. e)Customer grants Company a purchase-money security interest in all Goods supplied under the Contract and in their identifiable proceeds until all amounts due have been paid in full. Customer authorizes Company to file financing statements and other documents reasonably necessary to perfect or protect that security interest. f)Title to Customer-Supplied Items shall remain with Customer. Customer bears all risk of loss of or damage to Customer-Supplied Items except to the extent directly caused by Company’s gross negligence or willful misconduct. 7. RISK, SHIPPING AND DELIVERY a)Unless otherwise expressly agreed in writing, all shipments are made FOB Company’s facility or other designated shipping point, and risk of loss passes to Customer when the Goods are delivered to the carrier. b)Company may make partial deliveries or deliver Goods in installments and in any sequence that Company reasonably determines. c)A delay, shortage, damage claim, or other issue relating to one installment shall not relieve Customer of its obligations concerning any other delivered or undelivered installment. d)All Lead Times, shipment dates, installation dates, and delivery dates are estimates only and are not guaranteed. Time is not of the essence unless expressly stated in a writing signed by an authorized representative of Company. e)If Customer delays development, approval, shipment, delivery, installation, or acceptance of any Goods or Services, or fails to provide required instructions, information, access, documentation, Customer-Supplied Items, personnel, or site readiness, Company may, upon written notice: 1)Suspend performance. 2)Reschedule production, shipment, delivery, or installation. 3)Invoice Customer for completed work, work in process, and committed costs. 4)Store or arrange for storage of the Goods. 5)Deem delivery completed. 6)Transfer risk of loss to Customer. 7)Charge Customer for all resulting storage, insurance, handling, transportation, redelivery, and administrative costs. Company may charge a storage fee of $100 per kiosk, crate, pallet, or other shipping unit per day, together with all third-party storage and handling charges, beginning five business days after notice that the Goods are ready for shipment or delivery. f)Company shall not be liable for penalties, liquidated damages, back charges, lost profits, consequential damages, or other losses arising from delays caused by Customer, carriers, suppliers, third parties, labor conditions, material shortages, governmental action, transportation interruptions, force-majeure events, or other circumstances beyond Company’s reasonable control. g)Any prepaid or estimated shipping charge is based on rates available when quoted. Shipping, freight, fuel surcharges, insurance, customs charges, and related costs may be recalculated and invoiced using the rates in effect when shipment is arranged. h)Unless otherwise stated in writing, delivery is limited to curbside or an accessible loading dock. Customer is responsible for unloading, rigging, moving, unpacking, removing crates and packaging, and transporting the Goods from the delivery point to the final installation location. Additional services, including inside delivery, liftgate service, special handling, rigging, or disposal, will be invoiced separately. i)Customer shall inspect all shipments immediately upon delivery. Visible damage, missing cartons, or shortages must be noted on the carrier’s delivery receipt before acceptance. Customer shall photograph any visible damage and preserve all packaging materials. j)If Customer refuses delivery, fails to appear for delivery, or cannot accept delivery because of inadequate access, personnel, equipment, or site conditions, Customer shall be responsible for all redelivery, detention, storage, handling, return-freight, and related charges. 8. CLAIMS NOTIFICATION AND SHIPPING DAMAGE a)Customer must provide Company with written notice of any visible shipping damage, shortage, or missing item within three business days after delivery. The notice must include the applicable Sales Order or invoice number, carrier information, delivery receipt, photographs, packing list, description of the issue, and any other supporting documentation reasonably requested by Company. b)Visible damage, missing cartons, or shortages must be noted on all delivery documents signed by Customer or its representative. Failure to note visible damage or shortages may result in denial of the claim by the carrier or Company. c)Concealed shipping damage must be reported in writing to Company and the carrier promptly after discovery and no later than the deadline imposed by the carrier. Customer shall preserve the Goods, cartons, crates, packing materials, and shipping documentation for inspection. d)Where risk of loss has passed to Customer, Customer is responsible for filing and pursuing claims against the carrier. Company may provide reasonable assistance but does not guarantee that any carrier claim will be accepted or paid. e)No return will be accepted without Company’s prior written return-material authorization. Customer must comply with all return instructions and securely package the applicable item. f)Warranty claims are governed exclusively by Section 20. 9. EXTENT OF LIABILITY a)Company shall not be responsible for any defect, failure, damage, or nonconformity resulting from: 1)Normal wear and tear. 2)Accident, impact, misuse, abuse, neglect, vandalism, or improper handling. 3)Improper installation, maintenance, operation, storage, or environmental conditions. 4)Use contrary to Company’s instructions or intended application. 5)Customer-Supplied Items. 6)Customer-provided specifications, designs, instructions, branding, software, data, or materials. 7)Modification, adjustment, alteration, repair, or service by anyone other than Company or a Company-authorized technician. 8)Third-party products, software, networks, systems, peripherals, carriers, installers, or service providers. 9)Electrical, network, internet, environmental, structural, or site conditions. 10)Events beyond Company’s reasonable control. b)Company’s obligations concerning defective or nonconforming Products are limited to the remedies expressly stated in Section 20. c)To the maximum extent permitted by law, Company shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of revenue, loss of profits, loss of business, loss of opportunity, loss of use, loss of data, downtime, business interruption, cost of substitute products or services, claims of third parties, or damage to other equipment, regardless of the legal theory asserted and even if Company has been advised of the possibility of such damages. d)To the maximum extent permitted by law, Company’s aggregate liability arising out of or relating to a Contract, whether based upon contract, warranty, tort, negligence, strict liability, indemnity, statute, or any other legal theory, shall not exceed the amount actually paid to Company for the specific Product or Service giving rise to the claim. e)The limitations and exclusions contained in this Section apply notwithstanding any failure of an exclusive or limited remedy to accomplish its essential purpose. f)Nothing in this Section excludes liability to the extent it cannot lawfully be excluded or limited under applicable law. 10. GENERAL a)Customer may not assign, delegate, transfer, sublicense, or subcontract any right or obligation under the Contract without Company’s prior written consent. Any approved assignee or subcontractor shall remain subject to the Contract, and Customer shall remain fully responsible for its conduct and performance. Company may assign the Contract to an affiliate, successor, purchaser of substantially all relevant assets, or financing party without Customer’s consent. b)Company may suspend performance, withhold delivery, terminate the unperformed portion of the Contract, or exercise any other available remedy if Customer: 1)Fails to pay any amount when due. 2)Fails to timely perform any material obligation. 3)Delays the project for more than thirty days. 4)Becomes insolvent. 5)Makes an assignment for the benefit of creditors. 6)Becomes subject to bankruptcy, receivership, or similar proceedings. 7)Provides reasonable grounds for insecurity and fails to provide adequate assurance of performance. Upon suspension or termination, Customer shall immediately pay Company for all completed work, work in process, engineering, labor, materials, noncancelable commitments, storage, handling, cancellation costs, and other amounts incurred. c)Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, affiliates, suppliers, and subcontractors from and against all claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: 1)Customer-Supplied Items. 2)Customer-provided designs, specifications, instructions, software, data, content, branding, trademarks, or materials. 3)Alleged infringement or misappropriation of third-party rights resulting from Customer requirements. 4)Customer’s misuse, modification, installation, operation, resale, or distribution of the Products. 5)Customer’s breach of the Contract. 6)Customer’s negligence, willful misconduct, or violation of law. d)Company retains all right, title, and interest in and to: 1)Preexisting intellectual property. 2)Tools, tooling, fixtures, patterns, molds, and manufacturing processes. 3)Designs, concepts, drawings, renderings, CAD files, specifications, and prototypes. 4)Software, firmware, source code, object code, algorithms, and Documentation. 5)Improvements, modifications, derivative works, know-how, methods, and techniques. 6)Materials developed or used in connection with performance of the Contract. Except for the limited right to use the delivered Product for its intended purpose, no intellectual-property right is transferred to Customer unless expressly stated in a signed writing. Customer retains ownership of Customer’s preexisting trademarks, branding, content, data, and Customer-Supplied Items. Customer grants Company a nonexclusive, royalty-free license to use those materials as necessary to perform the Contract. 11. CONFIDENTIALITY a)“Confidential Information” means all nonpublic commercial, financial, operational, technical, manufacturing, pricing, product, customer, software, security, design, and business information disclosed by or on behalf of either party in connection with the Contract, whether disclosed orally, visually, electronically, or in writing. b)The party receiving Confidential Information shall use it solely for purposes of performing or receiving performance under the Contract, shall protect it using at least reasonable care, and shall disclose it only to its employees, contractors, professional advisers, and representatives who have a legitimate need to know the information and who are subject to confidentiality obligations at least as protective as those contained in this Section. The receiving party shall not disclose Confidential Information to any other person or entity without the prior written consent of the disclosing party. c)Confidential Information does not include information that the receiving party can demonstrate was publicly available at the time of disclosure or later became publicly available through no breach of the Contract, was lawfully known by the receiving party without restriction before disclosure, was lawfully obtained from a third party without a duty of confidentiality, or was independently developed without use of or reference to the disclosing party’s Confidential Information. d)If the receiving party is legally required to disclose Confidential Information, it shall, to the extent permitted by law, provide the disclosing party with prompt written notice and reasonable assistance so that the disclosing party may seek a protective order or other appropriate remedy. The receiving party shall disclose only the portion of the Confidential Information legally required to be disclosed. e)Upon the disclosing party’s written request or upon completion, cancellation, or termination of the Contract, the receiving party shall promptly return or destroy the disclosing party’s Confidential Information and, upon request, confirm its destruction in writing. The receiving party may retain archival copies maintained through routine backup procedures or as required by law, provided that all retained copies remain subject to this Section. f)The obligations contained in this Section shall continue for five years after the date of disclosure. Confidential Information that qualifies as a trade secret shall remain protected for as long as it continues to qualify as a trade secret under applicable law. g)The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. The disclosing party may seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity. 12. CANCELLATION a)Kiosks and Custom Orders are specially designed, configured, fabricated, modified, or procured for Customer and may not be cancelled, returned, reduced, or materially changed after Company accepts the order unless Company expressly agrees otherwise in writing. b)All deposits are nonrefundable. c)If Company agrees in writing to a cancellation, Customer shall pay all amounts incurred, earned, or committed through the effective date of cancellation. These amounts include engineering and design services, completed work, work in process, labor, overhead, purchased or committed materials and components, custom or noncancelable items, supplier cancellation or restocking charges, storage, handling, packaging, transportation, administrative expenses, and other costs incurred in connection with the Contract. d)If Customer delays the project for more than thirty consecutive days, Company may suspend performance, revise pricing and scheduling, place completed or partially completed Goods into storage, invoice Customer for amounts incurred or committed, and treat the delay as a cancellation of the affected portion of the Contract. e)Following cancellation or termination, Company may retain, complete, dismantle, reuse, resell, or otherwise dispose of completed or unfinished Goods, materials, components, and work in process, subject to Customer’s payment obligations and Company’s intellectual-property rights. Any resale or other disposition shall not relieve Customer of amounts owed except to the extent Company elects, in its sole discretion, to apply net proceeds as a credit. 13. PERIPHERALS & SOFTWARE a)If Customer is responsible for supplying any peripheral, hardware, software, license, driver, credential, documentation, configuration information, component, or other item required for the design, integration, testing, fabrication, or completion of a Kiosk or Custom Order, the quoted Lead Time shall begin only upon the last to occur of Company’s receipt and inspection of all Customer-Supplied Items in complete, functional, compatible, properly licensed, and usable condition, Company’s receipt of the applicable deposit in cleared funds, Company’s receipt of Customer’s written approval and sign-off of the final Design Package, and Company’s receipt of all other information, access, approvals, specifications, and materials reasonably required to proceed. Company’s receipt or initial inspection of a Customer-Supplied Item does not constitute acceptance of the item or a representation or warranty that the item is functional, compatible, properly licensed, suitable, or fit for its intended purpose. b)Receipt of a Customer-Supplied Item shall not be deemed complete if the item is defective, damaged, incomplete, incompatible, incorrectly configured, obsolete, unsupported, improperly licensed, missing required credentials, drivers, documentation, accessories, cables, mounting hardware, or other components, or otherwise unsuitable for its intended use. If any such condition is discovered before or after work has commenced, Company may suspend work and the Lead Time until Customer provides a complete and usable replacement or otherwise resolves the condition to Company’s reasonable satisfaction. c)Any delay, defect, incompatibility, replacement, reconfiguration, licensing issue, or other problem involving Customer-Supplied Items shall automatically extend all applicable project, production, testing, shipment, installation, and delivery dates. Company may reschedule the project based upon its then-current production capacity and shall not be responsible for any resulting delay, penalty, cost, loss, or damage. d)Customer is responsible for all costs associated with packaging, insurance, shipment, delivery, replacement, licensing, support, maintenance, and return of Customer-Supplied Items. Risk of loss of or damage to Customer-Supplied Items remains with Customer except to the extent directly caused by Company’s gross negligence or willful misconduct. e)Any additional engineering, integration, testing, troubleshooting, redesign, reconfiguration, handling, storage, administrative work, or other services required because of Customer-Supplied Items will be invoiced at Company’s then-current rates and may result in an adjustment to the Lead Time and delivery schedule. f)Applications other than manufacturer-provided device drivers required to operate or interface with Customer’s application will be provided at additional cost. Loading or configuring applications not identified and accepted by Company before commencement of the project will be invoiced at Parabit’s then-current hourly rate, billed in one-hour increments unless otherwise stated in the applicable quotation or Statement of Work. g)Engineering, development, customization, or integration of software applications requested by Customer will be invoiced at Parabit’s then-current hourly rate, billed in one-hour increments unless otherwise stated in the applicable quotation or Statement of Work. h)Unless expressly stated otherwise in the applicable quotation or Statement of Work, Company is not responsible for obtaining or maintaining third-party licenses or for the performance, functionality, cybersecurity, availability, compatibility, support, maintenance, updates, or warranty of third-party software, drivers, peripherals, networks, systems, or Customer-Supplied Items. i)Customer represents and warrants that it possesses all ownership rights, licenses, permissions, credentials, and authorizations necessary to provide each Customer-Supplied Item and to authorize Company to possess, use, copy, configure, test, integrate, modify, and return the item as reasonably necessary to perform the Contract. j)If Customer requires or intends that any peripheral, hardware, software, component, license, driver, encryption feature, credential, key, certificate, configuration, or related item be purchased from, supplied by, provisioned through, or approved by a specific manufacturer, vendor, provider, reseller, payment processor, software provider, or other third party, Customer must clearly identify that requirement in its Purchase Order and provide all related specifications, provider information, ordering instructions, approval requirements, technical requirements, encryption requirements, compatibility requirements, and other information necessary for Company to procure, integrate, test, and complete the applicable Kiosk or Custom Order. Company shall be entitled to rely upon the information contained in Customer’s Purchase Order and other written instructions. If Customer fails to timely disclose any such requirement, or if any such requirement is incomplete, inaccurate, delayed, changed, or not reasonably ascertainable from the Purchase Order or other written instructions provided to Company before acceptance of the order, Company shall not be responsible for any resulting delay, incompatibility, inability to integrate, additional cost, redesign, rework, replacement, cancellation, penalty, loss, or damage. Any resulting additional work, procurement, engineering, integration, testing, troubleshooting, redesign, reconfiguration, replacement, restocking, shipping, handling, storage, administrative work, or other costs will be invoiced at Company’s then-current rates, and all affected Lead Times, production dates, shipment dates, delivery dates, and installation dates shall be extended accordingly. 14. ELECTRICAL, DATA, AND SITE REQUIREMENTS a)If Company is to install Equipment at Customer’s site, Customer shall ensure that the site is complete, safe, accessible, and ready before the scheduled installation date and satisfies all electrical, structural, network, data, environmental, security, and other requirements identified by Company. b)Customer shall provide the electrical service, receptacle type, voltage, amperage, grounding, dedicated circuit, surge protection, and related infrastructure specified in the applicable quotation, Statement of Work, Design Package, or installation documentation. Customer shall not assume that a standard duplex receptacle is sufficient unless Company expressly confirms that requirement in writing. c)Customer shall provide all required Ethernet cabling, internet service, network access, IP addresses, firewall rules, ports, credentials, wireless connectivity, and related data infrastructure within the distance and configuration specified by Company. d)Any site review or inspection performed by Company is limited to reasonably observable conditions and does not relieve Customer of responsibility for site readiness, code compliance, concealed conditions, electrical work, network performance, structural suitability, or the acts and omissions of Customer’s contractors. e)If the site is not ready or required Customer personnel, access, equipment, utilities, infrastructure, permits, or approvals are unavailable, Customer shall pay all resulting travel, labor, waiting time, remobilization, rescheduling, storage, and other costs. All affected project and installation dates shall be extended accordingly. 15. CHANGE ORDERS a)Customer must submit any requested modification to the Product specifications, scope, deliverables, schedule, quantity, configuration, branding, software, peripherals, or Services in writing. b)No requested modification shall be binding unless it is documented in a Change Order describing the applicable changes to scope, price, assumptions, responsibilities, and schedule and is signed or expressly approved in writing by authorized representatives of both parties. c)Company has no obligation to perform changed or additional work before approval of the applicable Change Order. d)Company may suspend affected work while a proposed Change Order is being evaluated or negotiated. Any resulting delay shall extend the Lead Time and all applicable project, production, shipment, installation, and delivery dates. e)If Customer directs Company to proceed with additional or changed work before execution of a formal Change Order, Customer shall remain responsible for all resulting charges at Company’s then-current rates, provided that Company confirms the direction or additional work in writing. 16. CUSTOM BRANDING a)The quoted price includes one branded color selected from Company’s standard powder-coat options unless otherwise stated in the applicable quotation. Custom colors, multiple colors, specialty finishes, color matching, decals, logos, and graphic vinyl wraps are subject to additional charges. b)Unless otherwise stated in writing, two-color powder coating will be invoiced at Parabit’s then-current hourly rate, with a minimum charge of one hour per kiosk, and vinyl-graphic preparation and application will be invoiced at Parabit’s then-current hourly rate. Customer shall provide production-ready artwork in a format acceptable to Company and shall approve all proofs before production. Customer is responsible for the accuracy, completeness, quality, and lawful use of all branding and artwork. c)Variations in shade, texture, sheen, alignment, placement, or appearance that are commercially reasonable or inherent in the applicable manufacturing, powder-coating, printing, or application process shall not constitute a defect or nonconformity. 17. INSTALLATION AND TRAINING a)Unless expressly included in the applicable quotation or Statement of Work, installation, training, travel, lodging, meals, parking, tolls, shipping, permits, union labor, rigging, electrical work, network work, and site preparation are excluded and will be invoiced separately. b)Where included, standard installation and training consists of one Company technician for one eight-hour workday during Company’s normal business hours and training for up to eight Customer representatives. Additional time, personnel, attendees, visits, overtime, evening work, weekend work, or holiday work will be invoiced at Company’s then-current rates. c)Customer shall provide Company’s authorized personnel with timely site access, temporary administrative rights, network access, credentials, escorts, security clearances, loading access, and qualified Customer personnel necessary to complete installation and training. d)Customer shall pay all additional labor, travel, transportation, material, waiting-time, remobilization, rescheduling, and related charges arising from incomplete site preparation, unavailable Customer or third-party personnel, missing access, credentials, utilities, equipment, or approvals, unsafe or unsuitable site conditions, delays caused by Customer, its contractors, or the location, and additional visits or hours required for reasons outside Company’s reasonable control. e)Authorized Resellers are granted a limited, nonexclusive, nontransferable, and nonsublicensable right to install Products purchased under an applicable written reseller authorization, provided the installation is performed without unauthorized modification and by personnel who have completed Company’s required training. f)Company is not responsible for errors, damage, failures, warranty claims, or technical-support issues caused by reseller installation, configuration, modification, or support. The Authorized Reseller is responsible for providing first-level support to its customers. Any assistance provided by Company will be invoiced at Company’s then-current service rates. 18. FORCE MAJEURE a)Company shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, severe weather, natural disaster, epidemic, pandemic, war, terrorism, civil unrest, governmental action, embargo, sanction, labor disruption, strike, transportation interruption, carrier delay, supplier failure, material shortage, utility failure, cyberattack, or telecommunications interruption. b)Company’s obligations and all applicable Lead Times, shipment dates, delivery dates, installation dates, and performance dates shall be extended for the duration of the event and for a reasonable period thereafter to permit Company to resume performance. c)Company may allocate available materials, components, labor, inventory, and production capacity among its customers in a commercially reasonable manner during a force-majeure event. d)If a force-majeure event continues for more than ninety consecutive days, either party may terminate the unperformed portion of the affected Contract upon written notice. Customer shall remain responsible for all completed work, work in process, engineering, materials, noncancelable commitments, storage, and other costs incurred before the effective date of termination. 19. GOVERNING LAW, JURISDICTION, AND JURY WAIVER a)The Contract and all disputes arising out of or relating to it shall be governed by the laws of the State of New York, without regard to conflict-of-laws principles and without application of the United Nations Convention on Contracts for the International Sale of Goods. b)Any action or proceeding arising out of or relating to the Contract shall be brought exclusively in the state courts located in Nassau County, New York, or the United States District Court for the Eastern District of New York. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based upon improper venue, inconvenient forum, or lack of personal jurisdiction. c)To the maximum extent permitted by law, each party knowingly and voluntarily waives trial by jury in any action or proceeding arising out of or relating to the Contract. 20. LIMITED WARRANTY; CONDITIONS, LIMITATIONS, AND EXCLUSIONS a)Company’s limited warranty applies only to Products purchased directly from Company or through an Authorized Reseller and only to the original end-user purchaser. Unless otherwise stated in writing, Products manufactured by Company and delivered within the United States are warranted for twelve months from the shipping date. Products manufactured by Company and delivered outside the United States are warranted for twenty-four months from the shipping date. Third-party products are covered solely by the warranty, if any, provided by their manufacturer. b)Subject to the limitations and exclusions contained in the Contract, Company warrants that Products manufactured by Company will be free from material defects in materials and workmanship under normal and proper use during the applicable warranty period. c)If Company determines that a covered Product is defective, Company may, in its sole discretion, repair the defective Product, replace it with a new, refurbished, or functionally equivalent Product, or issue a credit not exceeding the amount paid for the defective Product. These remedies are Customer’s sole and exclusive remedies for breach of warranty. d)Customer must notify Company in writing during the applicable warranty period and provide the Product serial number, applicable Sales Order or invoice number, a description of the alleged defect, photographs, diagnostic information, and any other documentation reasonably requested by Company. Customer must obtain a return-material authorization before returning any Product, securely package the Product, return it to Company’s designated facility at Customer’s expense, and cooperate with Company’s diagnostic and troubleshooting procedures. e)Company will ship a repaired or replacement Product using economy freight or shipping. Customer is responsible for expedited shipping, removal, installation, reinstallation, site labor, travel, programming, configuration, and all other field-service costs unless Company expressly agrees otherwise in writing. f)Products must be installed, maintained, repaired, and serviced by Company or a Company-authorized technician who has completed Company’s applicable training. Unauthorized installation, modification, repair, opening, alteration, or service voids the warranty to the extent the defect or damage is related to that activity. g)The warranty does not cover any defect, damage, failure, or condition caused by shipping after risk of loss has passed to Customer, accident, impact, dropping, liquid, fire, flood, lightning, or another external cause, improper installation, wiring, grounding, network configuration, environment, maintenance, storage, or operation, misuse, abuse, vandalism, neglect, overload, or unauthorized alteration, Customer-Supplied Items, third-party hardware, software, firmware, applications, peripherals, networks, systems, or services, viruses, malicious code, cyberattacks, or unauthorized access not introduced by Company, normal wear and tear, removal or alteration of labels or serial numbers, or use outside the Product’s intended purpose or published specifications. h)Except for the express limited warranty stated in this Section, Company disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, uninterrupted operation, error-free operation, or protection against every security threat. To the extent an implied warranty cannot lawfully be disclaimed, its duration shall be limited to the shortest period permitted by law. i)Company does not warrant that any Product will operate without interruption or error, prevent all unauthorized access, eliminate every security threat, or satisfy every Customer requirement. Company is not responsible for lost or stolen data, service interruptions, unauthorized access, or third-party misconduct except to the extent expressly stated in a signed agreement. j)A repaired or replacement Product is warranted for the longer of the remainder of the original warranty period or ninety days from the shipping date of the repaired or replacement Product. k)Company’s liability under this warranty shall not exceed the purchase price paid for the specific defective Product and remains subject to Section 9. 21. RESTRICTIONS a)Except as expressly authorized under the Contract, Customer may not copy, reproduce, modify, adapt, translate, or create derivative works of Software, Hardware, or Documentation; sell, resell, distribute, lend, lease, license, sublicense, assign, transfer, or commercially exploit Software or Documentation; reverse engineer, disassemble, decompile, decode, or attempt to derive source code, object code, design information, trade secrets, or underlying structure; remove, obscure, or alter proprietary notices, serial numbers, trademarks, patent notices, or copyright notices; permit access or use by unauthorized third parties; use Products to provide bureau, hosted, outsourcing, or other services for third parties; or circumvent security, licensing, authentication, or access-control mechanisms. b)The restrictions in Section 21(a) do not prohibit an Authorized Reseller from marketing, reselling, installing, or supporting Products within the express scope of a separate written authorization issued by Company. c)Customer acknowledges that the Products may contain trade secrets, patented technology, copyrighted works, trademarks, and other intellectual property owned by Company or its licensors. d)Any attempted transfer or use in violation of this Section is void and constitutes a material breach of the Contract. 22. MISCELLANEOUS a)The Contract constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous proposals, communications, representations, understandings, and agreements concerning that subject matter. b)If any provision of the Contract is held invalid, illegal, or unenforceable, that provision shall be modified and enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect. c)A failure or delay by either party in exercising any right or remedy does not waive that right or remedy. A waiver is effective only if made in writing by an authorized representative of the waiving party and applies only to the specific matter identified in the waiver. d)Formal notices under the Contract must be in writing and delivered by personal delivery, nationally recognized overnight carrier, certified mail, or email with confirmation of receipt to the addresses identified in the applicable Contract documents. A notice is effective upon confirmed receipt. e)Payment obligations and all provisions concerning confidentiality, intellectual property, indemnification, warranty limitations, liability limitations, governing law, restrictions, and accrued rights shall survive expiration, completion, cancellation, or termination of the Contract. f)The parties are independent contractors. Nothing in the Contract creates a partnership, joint venture, fiduciary relationship, franchise, agency, or employment relationship between the parties. g)Except for persons expressly entitled to indemnification under the Contract, the Contract creates no rights or remedies in any person or entity other than Company and Customer. h)Each party shall comply with the laws applicable to its performance under the Contract. Customer is responsible for permits, approvals, licenses, accessibility requirements, building requirements, electrical codes, export or import requirements, and site-specific regulations applicable to Customer’s possession, installation, and use of the Products. i)Customer shall not export, reexport, transfer, release, or use any Product in violation of applicable export-control, trade-sanctions, or import laws. Customer shall not provide any Product to a prohibited person, entity, country, end use, or destination. j)The Contract may be executed in counterparts, each of which is deemed an original and all of which together constitute one agreement.