Terms and Agreement

TRADEGISTIC CORP dba: PLANETPOS EQUIPMENT RENTAL AGREEMENT

Effective Date of Agreement: 12/24/2024

BY SIGNING THE ORDERING DOCUMENT INCORPORATING THIS EQUIPMENT RENTAL AGREEMENT, OR BY CLICKING “I ACCEPT,” YOU HEREBY AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE AN ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THIS AGREEMENT.

1. PRODUCTS PROVIDED. Tradegistic Corporation doing business as TRADEGISTIC CORP (“TRADEGISTIC CORP”) agrees to rent to Merchant identified on the Ordering Document, and Merchant agrees to rent from TRADEGISTIC CORP the Product(s) identified on the Ordering Document which is attached hereto and incorporated into this Agreement (defined in Section 12.10 below) by this reference. As used herein, “Products” means equipment, software, and any other hardware identified in the Ordering Document.

1.1 Shipping Charges and Delivery. Shipping charges will be paid by TRADEGISTIC CORP and applied to the applicable invoice for such Products under this Agreement. All shipments are made F.O.B. Shipping Point. Merchant will inspect and perform customary acceptance testing procedures within fourteen (14) days following delivery of the Products, and if acceptable, Merchant shall inform TRADEGISTIC CORP of its acceptance of the Products in writing. Merchant will be deemed to have accepted the Products for use under this Agreement on the date that is fourteen (14) calendar days after the date the Products are delivered to Merchant, and Merchant shall confirm such acceptance in writing upon request by TRADEGISTIC CORP. A merchant may not revoke acceptance of any Product once made.

1.2 Defective Equipment Returns.

(a) Returns of Equipment Generally. In the event that any Product does not conform to the manufacturer’s warranties or specifications provided by TRADEGISTIC CORP, is defective, or arrives at Merchant’s location damaged, Merchant shall notify TRADEGISTIC CORP as to such condition promptly upon discovery of same (in any event within fourteen (14) calendar days following delivery) to obtain a return authorization code and shall return the nonconforming Product or allow TRADEGISTIC CORP to de-install. TRADEGISTIC CORP shall either promptly replace or repair any such nonconforming Product at no cost to Merchant, upon timely notice to TRADEGISTIC CORP and the return of such Product to TRADEGISTIC CORP. Shipment charges for the return of nonconforming Products shall be paid by TRADEGISTIC CORP.

(b) Restocking Fees. Products approved for return within 14 calendar days after delivery are eligible for a refund but subject to a restocking fee of fifteen percent (15%) of the MSRP of the Product when new, even if the Product was provided at no charge. Products approved for return more than 14 days after delivery are eligible for a refund but subject to a restocking fee of twenty percent (20%) of the MSRP of the Product when new, even if the Product was provided at no charge. Labor/services costs, software license(s), promotions and discounted Products are final sale and nonrefundable.

1.3 Title. Title to the Product(s) remains with TRADEGISTIC CORP throughout the Term, and Merchant shall acquire no right, title, or interest in the Equipment other than as expressly set forth herein. If this Agreement is deemed to be a security agreement, Merchant hereby grants TRADEGISTIC CORP a security interest in the Products and all proceeds therefrom and authorize TRADEGISTIC CORP to file financing statements on Merchant’s behalf. Merchant further acknowledges that:

(a) Merchant has selected the Products and the Manufacturer and directed TRADEGISTIC CORP to purchase the Products from Manufacturer, or Merchant has provided the Products from TRADEGISTIC CORP’ inventory.

(b) Merchant agrees to not permit any lien, claim, or encumbrance to be placed upon the Products.

(c) TRADEGISTIC CORP has not manufactured the Products.

(d) TRADEGISTIC CORP makes no representations or warranties with respect to the Products other than as set forth herein; and

(e) Merchant rents the Products from TRADEGISTIC CORP “AS IS, WHERE IS AND WITH ALL FAULTS.” TRADEGISTIC CORP MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY, OPERATION, OR CONDITION OF ANY PRODUCT, THE MERCHANTABILITY OR FITNESS OF PRODUCTS FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING INTELLECTUAL PROPERTY INFRINGEMENT, OR THE LIKE. NO REPRESENTATION OR WARRANTY BY THE MANUFACTURER SHALL BE BINDING ON TRADEGISTIC CORP. TRADEGISTIC CORP DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS’ USE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS (IF ANY) WILL BE CORRECTED, OR THAT THE PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DOES TRADEGISTIC CORP MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, QUALITY, PERFORMANCE OR SUITABILITY OF THE PRODUCTS OR SERVICES PROVIDED HEREUNDER. In the event of Merchant’s dissatisfaction or problem with the Product(s), Merchant’s sole and exclusive remedy under this Agreement is limited to ceasing use of the Product(s).

1.4 Risk of Loss. Upon delivery and until the Products are returned to TRADEGISTIC CORP, Merchant bears all risk of loss or damage to the Products. If any such loss or damage occurs, Merchant must still satisfy all of its obligations hereunder.

1.5 Manufacturer Warranties. TRADEGISTIC CORP hereby passes through to Merchant the benefits of all manufacturer warranties applicable to the Products provided to Merchant hereunder.

1.6 Article 2A. If this Agreement is construed as a “finance lease” as defined in Article 2A of the Uniform Commercial Code adopted in the State of California (“Article 2A”) codified in the California Commercial Code section 10101 et. seq., Merchant hereby waives all rights and remedies granted to Merchant under Article 2A and agrees that no codification of the Uniform Computer Information Technology Act (“UCITA”) shall apply, to the extent such waiver is permitted by law.

2. OPTIONAL SUPPORT SERVICES.

2.1 Enhanced Membership Support. At any time, whether orally or in writing, Merchant may elect to purchase support services for the Product(s) from TRADEGISTIC CORP to be paid monthly by Merchant and payment for such support services shall be added to Merchant’s then-current recurring payment amount, if applicable.

2.2 Set-up Services. For thirty (30) days following the date the Products are set-up by TRADEGISTIC CORP, if set-up services are provided by TRADEGISTIC CORP if the Products are found to TRADEGISTIC CORP’ reasonable satisfaction, to be inoperable during normal and proper use in accordance with applicable instructions, TRADEGISTIC CORP will repair or replace the Products, at its sole option, provided the Products are returned or made promptly available to TRADEGISTIC CORP for pickup, in accordance with all return packaging and shipping instructions. TRADEGISTIC CORP MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER. THIS LIMITED WARRANTY IS VOID ON ANY PRODUCT WHICH HAS BEEN MODIFIED OR REPAIRED (OTHER THAN BY TRADEGISTIC CORP), IMPROPERLY INSTALLED, USED, MAINTAINED, OR STORED, OR SUBJECT TO ABUSE, MISUSE, NEGLECT, OR ACCIDENT. TRADEGISTIC CORP IS NOT RESPONSIBLE FOR DAMAGE OR ANY OTHER LOSS DURING RETURN SHIPMENT.

3. PAYMENT.

3.1 General Payment Terms. During the Term of this Agreement, TRADEGISTIC CORP agrees to provide the Products and services listed on the Ordering Document at the fees/rates set forth in the Ordering Document or TRADEGISTIC CORP’ then-current rates if Merchant orders additional Products or services after the Ordering Document is executed, and in accordance with the terms and conditions set forth herein. Merchant shall select one of the Billing Methods listed on the Ordering Document as its preferred method of remitting payment to TRADEGISTIC CORP under this Agreement. If Merchant selects ACH payments as its Payment Method, TRADEGISTIC CORP is hereby authorized to debit the one-time and recurring payments. Payments by methods other than ACH, if agreed upon by TRADEGISTIC CORP, must be remitted within ten (10) days following the due date. Merchant may designate on the Ordering Document a third party to make Merchant’s payment for the Products, services, and other applicable fees (“Designated Billing Party”); provided, however, that Merchant will ultimately remain responsible for such payments and to the extent the Designated Billing Party fails to make timely payments to TRADEGISTIC CORP, TRADEGISTIC CORP is hereby authorized to debit (if Merchant has authorized ACH payments to TRADEGISTIC CORP) or invoice (if Merchant remits payments to TRADEGISTIC CORP by means other than ACH) for such payments.

3.2 Late Payments. Late payments are subject to interest at the rate of eighteen percent (18%) per year, or the maximum rate allowable by the law of the state where the Product(s) are located, from the payment’s due date until paid in full to the extent permitted by law. If Merchant fails to make timely payments, TRADEGISTIC CORP may engage the services of a collection agency or attorney and Merchant shall reimburse TRADEGISTIC CORP for all costs incurred in collecting any late payments, including without limitation, attorneys’ fees and costs and third-party collection expenses. If amounts are unpaid for three (3) consecutive payments, upon the third payment becoming overdue and after providing ten (10) days’ written notice to Merchant, TRADEGISTIC CORP is hereby authorized to debit (if Merchant has authorized ACH payments to TRADEGISTIC CORP) or invoice (if Merchant remits payments to TRADEGISTIC CORP by means other than ACH) the Payment Default Buyout Fee set forth on the Ordering Document. The parties intend the Payment Default Buyout Fee to constitute compensation, and not a penalty. The parties acknowledge and agree that the harm or damages to TRADEGISTIC CORP caused by Merchant’s late payments would be impossible or very difficult to accurately estimate at the time this Agreement is entered into, and that the Payment Default Buyout Fee is a reasonable estimate of the anticipated harm that might arise from such late payments. Upon payment of the Payment Default Buyout Fee, this Agreement and all obligations of TRADEGISTIC CORP shall terminate, and all right, title and interest to the Hardware identified in the Ordering Document shall pass to Merchant; in addition, any periodic software licenses provided through TRADEGISTIC CORP shall terminate.

3.3 Rental Payments. This Agreement may not be cancelled by Merchant during the Initial Term, and Merchant agrees that it has an absolute and unconditional obligation to pay to TRADEGISTIC CORP all rental payments and other amounts when due. Merchant is not entitled to abate or reduce such rental payments or to set off any charge against any such amount due to TRADEGISTIC CORP.

4. TAXES. Merchant is responsible for all applicable sales and use taxes due to any federal, state, or local taxing authority by virtue of this Agreement for the use of the Products or services provided hereunder.

5. TERM AND TERMINATION.

5.1 Term. This Agreement shall be in effect for the Term set forth on the Ordering Document (“Initial Term”) unless extended or terminated as provided herein. The Initial Term and any renewal term shall collectively be referred to the “Term” of the Agreement.

5.2 Termination. TRADEGISTIC CORP may terminate this Agreement, with or without cause, upon sixty (60) days’ advance written notice to Merchant.

5.3 Survival. Upon termination, the provisions set forth in the following sections of the Agreement shall survive: 5.4 (Effect of Termination or Expiration); 5.5 (Return of Equipment and Products Upon Termination/Expiration; Renewal Terms); 7 (Confidentiality); 8 (Indemnity); 9 (Limitation on Liability; Disclaimer); 11 (Representations and Warranties); and 12 (Miscellaneous Provisions).

5.4 Effect of Termination or Expiration.

(a) Upon the effective date of expiration or early termination of this Agreement, each party will return, as applicable, all of the other party’s property, confidential information, proprietary information, books and business records, policies and procedures used by or useful to the party in possession of such information, and all other data maintained by TRADEGISTIC CORP and/or Merchant which such party requires to operate its business going forward.

(b) Merchant acknowledges and agrees that upon expiration or earlier termination of this Agreement, it must return the Products pursuant to Section 5.5 if it has not either (i) acquired title to the Products pursuant to Section 3.2, or (ii) informed TRADEGISTIC CORP of its intent to extend this Agreement pursuant to Section 5.5. If Merchant fails to return the Products to TRADEGISTIC CORP within five (5) business days following termination/expiration, TRADEGISTIC CORP will have the right, with or without prior notice, demand, or legal process, to terminate the operational functionality of the Products (including, without limitation, the SaaS licensing if applicable), and retake possession of any or all of the Products (and Merchant authorizes and empowers TRADEGISTIC CORP to enter its premises upon reasonable prior written notice to retake such Equipment), or TRADEGISTIC CORP may demand payment of the Non-Return Fee set forth in the Ordering Document. The parties intend that the Non-Return Fee constitutes compensation, and not a penalty. The parties acknowledge and agree that the harm or damages to TRADEGISTIC CORP caused by Merchant’s failure to return the Products would be impossible or very difficult to accurately estimate at the time this Agreement is entered into, and that the Non-Return Fee is a reasonable estimate of the anticipated harm that might arise from such failure to return the Product(s). If Merchant fails to pay in full the amounts invoiced for the Non-Return Fee within thirty (30) days after date of invoice, TRADEGISTIC CORP may engage the services of a collection agency or attorney and Merchant shall reimburse TRADEGISTIC CORP for all costs incurred in collecting any late payments, including without limitation, attorneys’ fees and costs and third-party collection expenses. Upon payment of the Non-Return Fee, this Agreement and all obligations of TRADEGISTIC CORP shall terminate, and all right, title and interest to the Hardware identified in the Ordering Document shall pass to Merchant; in addition, any periodic software licenses provided through TRADEGISTIC CORP shall terminate.

5.5 Return of Equipment and Products Upon Termination/Expiration, Renewal Terms. Within five (5) business days following termination/expiration of this Agreement, Merchant is responsible to return all the Products to TRADEGISTIC CORP (at TRADEGISTIC CORP’ designated location) or make available the Products for pick-up by TRADEGISTIC CORP, as may be agreed by the parties. Merchant is solely responsible for all costs of packing and shipping the Products to TRADEGISTIC CORP. The Product(s) returned pursuant to this Section shall be in the same condition as when delivered to Merchant, ordinary wear and tear excepted. If any Product(s) are returned in a damaged and unusable condition, Merchant agrees to be responsible for the actual cash value of the Equipment to repair or replace the damaged property. If Merchant would like to extend the Agreement upon expiration of the Initial Term, Merchant must inform TRADEGISTIC CORP within five (5) business days following expiration of this Agreement, at which point the renewal term shall commence (effective on the last day of the Initial Term) and the Term shall automatically renew on a monthly basis on the same terms and conditions herein until such time that either party provides thirty (30) days’ prior written notice of its intent to terminate this Agreement.

6. OWNERSHIP OF PROPRIETARY RIGHTS. TRADEGISTIC CORP agrees that Merchant shall be the owner of all proprietary rights, including without limitation, in and to customer lists developed or shared during the course of this Agreement or owned by Merchant prior to the commencement of this Agreement. TRADEGISTIC CORP shall not have any interest in such information and may use such information only as necessary to perform its obligations under this Agreement.

7. CONFIDENTIALITY. At all times hereafter, each party will keep in confidence and trust all confidential and proprietary information that the party learns of or receives during the term of this Agreement, and will not use, reproduce, or disclose to others any confidential information without the disclosing party’s advance written consent, except as may be directly necessary in the ordinary course of performance its obligations under this Agreement, or as otherwise may be required by law.

8. INDEMNITY. Each party agrees to hold harmless and indemnify the other party, and its officers, directors, employees and agents from and against all claims, damages, losses, and expenses (including without limitation attorneys’ fees and costs) (“Claims”) arising out of (i) its performance under the Agreement, except to the extent that such Claims are caused by the sole negligence or willful misconduct of the party to be indemnified, or (ii) any breach or default in the performance of any of the party’s obligations hereunder including, without limitation, any breach of any warranty or representation.

9. LIMITATION ON LIABILITY; DISCLAIMER.

9.1 Limitation on Liability. IN NO EVENT SHALL TRADEGISTIC CORP BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. THE MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIM AGAINST TRADEGISTIC CORP FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAYABLE BY MERCHANT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Disclaimer.

(a) THE PRODUCTS MAY INCLUDE SOFTWARE AND SERVICES PROVIDED VIA THE INTERNET AND MERCHANT ACKNOWLEDGES THAT TRADEGISTIC CORP DOES NOT OPERATE OR CONTROL THE INTERNET. AS SUCH, THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRADEGISTIC CORP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. MERCHANT ACKNOWLEDGES AND AGREES THAT MERCHANT IS SOLELY RESPONSIBLE FOR ITS USE OF ANY AND ALL DATA AND OUTPUT FROM THE PRODUCTS, INCLUDING CONFIRMATION THAT THE CONDITION, QUALITY, ACCURACY, RELIABILITY, SUITABILITY, AND FUNCTIONALITY, OF THE PRODUCTS AND ANY DATA AND OUTPUT FROM THE PRODUCTS.

(b) TRADEGISTIC CORP IS NOT RESPONSIBLE UNDER THIS AGREEMENT FOR ANY THIRD-PARTY SOFTWARE OR SERVICES USED WITH THE PRODUCTS, MODIFICATION OR IMPROVEMENTS BY MERCHANT TO THE PRODUCTS, OR CORRECTION OF ERRORS RESULTING FROM MODIFICATION OF THE PRODUCTS AT THE REQUEST OF MERCHANT, OR MERCHANT’S FAILURE TO USE THE PRODUCTS IN ACCORDANCE WITH DOCUMENTATION PROVIDED BY TRADEGISTIC CORP OR THE APPLICABLE MANUFACTURER.

10. INSURANCE. Merchant must keep the Products fully insured against loss in an amount not less than the replacement cost (as determined by TRADEGISTIC CORP in its reasonable discretion) for the duration of this Agreement until this Agreement expires or is terminated and Merchant either purchases or delivers the Products to TRADEGISTIC CORP. No such policies may be cancelled or subject to reduction of coverage or other modification except after providing thirty (30) days’ prior written notice to TRADEGISTIC CORP. All such policies shall be written as primary policies, not contributing with and not in excess of coverage which TRADEGISTIC CORP may carry. TRADEGISTIC CORP shall be added as a loss payee and additional insured on such policies and Merchant shall furnish written proof of same before the Effective Date of this Agreement. TRADEGISTIC CORP may also request proof of insurance upon reasonable request and TRADEGISTIC CORP reserves the right to charge additional fees to Merchant if TRADEGISTIC CORP is not identified as a loss payee and/or additional insured on Merchant’s policies. Merchant shall pay any deductibles applicable under such policies.

11. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other business entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder; (c) the execution of this Agreement by its representative on the Ordering Document has been duly authorized by all necessary action of the party; and (d) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

12. MISCELLANEOUS PROVISIONS.

12.1 Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or similar relationship between the parties, and neither party shall have authority under this Agreement to contract for or bind the other party in any manner whatsoever.

12.2 No provision of this Agreement is intended to confer any benefit upon any third party and no third party shall have the right to enforce any provision of this Agreement, except as expressly provided herein.

12.3 Neither party shall publicize or disclose the terms or existence of this Agreement nor shall either party use the name(s), trademark(s), logo(s), or tradename(s) of the other party without the prior written consent of such other party.

12.4 This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

12.5 Merchant shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without TRADEGISTIC CORP’ prior written consent.

12.6 No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any waiver constitute a continuing waiver.

12.7 This Agreement shall be interpreted in an even-handed manner and without regard to any presumption against the party that was responsible for its drafting.

12.8 The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

12.9 If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby, unless the effect of such severance would substantially alter the obligations of the parties in which case the Agreement may be immediately terminated.

12.10 The Agreement, together with the Ordering Document and any other documents attached hereto, thereto or incorporated by reference (“Agreement”), constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

12.11 The Agreement, including the Ordering Document, may not be modified except in writing executed by duly authorized representatives of the parties.

12.12 The Agreement shall be governed by, and construed under, the laws of the State of California in the United States of America, without reference to conflict of laws principles. In the event that any action, suit, or other legal proceeding is instituted or commenced by a party against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover attorneys’ fees and court costs from the non-prevailing party.

12.13 The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.