EntryReady™ By Corserva Terms & Conditions Of EntryReady Product Sales

These terms and conditions (these “Terms”) for the sale of EntryReady™ Hardware Client is purchasing from Corserva (the “EntryReady Hardware”) and the EntryReady™ Connect (On-Premise) software Client is licensing from Corserva (the “EntryReady Connect Software”). Together, the EntryReady Hardware and the EntryReady Connect (On-Premise) Software are referred to as the “EntryReady Products” or simply “Products”. The sale of the EntryReady Hardware and license of the EntryReady Connect Software (each a “Sale” and, collectively, “Sales”) by Corserva to the client identified in the Corserva Proposal and Sales Order Form (the “Client”), are the exclusive terms and conditions upon which Corserva makes all of its Sales. Corserva will not accept any other terms and conditions for any Sale for any of its Products or license of its software, unless Client and an authorized officer of Corserva have executed a written agreement that specifically modifies, supersedes, and replaces these Terms in whole or in part as expressly set forth in such written agreement. Acceptance of all purchase orders from a buyer of a Product sold by Corserva is expressly made conditional upon the buyer's assent, express or implied, to these Terms without any modification, unless expressly set forth in such written agreement.

1. Acceptance of Terms and Conditions

Client's acceptance of these Terms shall be indicated by any of the following, whichever first occurs: (a) Client's submission of a purchase order to Corserva in connection with a Sale; (b) Client's written acknowledgment of these Terms; (c) Client's acceptance of any shipment of any Product in connection with a Sale; or (d) any other act or expression of acceptance by Client. All terms, conditions, or proposals submitted by Client before or after these Terms (whether oral or in writing) that are inconsistent with or in addition to these Terms are objected to and are hereby rejected by Corserva. Corserva's silence or failure to respond to any such term, condition, or proposal shall not be deemed to be Corserva's acceptance or approval thereof.

2. Delivery

Unless otherwise agreed in writing by Corserva, delivery of EntryReady Products in connection with a Sale shall be made in accordance with Corserva's shipping policy in effect on the date of shipment. For all domestic transactions, unless otherwise stated in the Corserva Proposal and Sales Order Form, title to all EntryReady Products and all risk of loss or damage with respect to the EntryReady Products shall pass to Client upon delivery by Corserva to the carrier or Client's representative at Corserva's logistics center.

3. Software License

Corserva grants to Client a non-exclusive, enterprise-wide, perpetual license to use the EntryReady Connect Software (Corserva's proprietary system that is further described in the Corserva Proposal and Sales Order Form) in accordance with these Terms. Corserva shall retain any and all ownership or other right, title, and interest in and to the EntryReady Connect Software. Client agrees not to use, disclose, or reproduce the EntryReady Connect Software except as described in these Terms for purposes of Client's internal use during the Term. Client acknowledges that neither Corserva nor these Terms grant Client any right, title, or interest in the Software except the license expressly set forth in this Section 3. Neither Client or any of its Affiliates shall, or shall assist others to, (i) disassemble, decompile, reverse engineer, or otherwise attempt to recreate the EntryReady Connect Software, (ii) modify, enhance, or create derivative works based on the EntryReady Connect Software, (iii) rent, lease, sublicense, grant a security interest in, or otherwise assign or transfer rights to the EntryReady Connect Software unless otherwise expressly provided in these Terms, or (iv) remove any proprietary notice or label from the EntryReady Connect Software.

4. Installation Services

Corserva shall deliver or make the EntryReady Connect Software available to the Client by the date(s) set forth in the Corserva Proposal and Sales Order or as otherwise agreed to in writing by the parties. Corserva shall install, the EntryReady Connect Software and the EntryReady Hardware at the Client’s location in accordance with the Corserva Proposal and Sales Order, to enable the EntryReady Connect Software to be used by Client in conformance with the applicable EntryReady Connect Software specifications and license. If provided in the Corserva Proposal and Sales Order, Corserva shall provide to Client training, support, and assistance regarding the use and operation of the EntryReady Connect Software and the EntryReady Hardware

5. Price and Payment

Client shall be responsible for all applicable federal, state, municipal, and other government taxes (such as sales and similar taxes), as well as export, import, and customs duties, license fees, and any other similar charges, however, designated or levied on a Sale, the delivery of any Product to the Client’s location, or the Services, or measured by the purchase price paid for the EntryReady Connect Software, the EntryReady Hardware or the Services. In addition to the Product prices set forth on the Corserva Proposal and Sales Order Form, Corserva includes applicable taxes, duties, fees, and charges for payment to Corserva by Client. Such inclusion shall in no way vary or limit Client’s payment responsibility for all such taxes, duties, fees, and charges. Client is also responsible for paying Corserva for all shipping charges that are included on the Corserva Proposal and Sales Order Form. Tax exemption certificates must be presented by Client to Corserva before shipment of any Products in order for such exemption to be honored by Corserva.

6. Payment Terms

Unless otherwise specified in a written agreement between Client and Corserva, the payment terms are COD. Corserva, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid amounts due under the Proposal and Sales Order Form or any invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed by law, whichever is less), commencing upon the date payment is due. Client's failure to make timely payment may, at the discretion of Corserva, result in the commencement of proceedings for collection, revocation of credit, stoppage of shipment, cessation of services, delay or cessation of future deliveries of any Products or Services, repossession of unpaid delivered Products and termination of any one or more agreements in connection with a Sale. Notwithstanding any "net" payment provisions specified on the Corserva Proposal and Sales Order Form or any invoice, Corserva shall have no continuing obligation to deliver any Products or Services on credit, and any credit approval may be withdrawn by Corserva at any time and without prior notice to Client. Corserva retains (and Client grants to Corserva by submitting a purchase order) a security interest in the EntryReady Connect Software and EntryReady Hardware to secure payment in full therefor and compliance with these Terms. Upon notice from Corserva, Client agrees to execute and deliver to Corserva any additional documents necessary to perfect such security interest. If Corserva places any outstanding amounts due under the Corserva Proposal and Sales Order Form or any invoice with an attorney or collection agency for collection, with or without judicial proceedings, or for enforcing Corserva's security interest in the Products, Client agrees to pay any and all costs associated with such collection effort, including, without limitation, court costs and expenses and attorney's and collection agency’s fees and costs, incurred by Corserva including, without limitation, collection, bankruptcy and or other creditor's rights proceedings. If a Sale requires Products to be shipped or Services to be delivered (or both) outside of the United States, Client acknowledges and agrees that the amount due Corserva shall be paid in United States Dollars. Any payment by Client in local currency or the receipt by Corserva of local currency as a consequence of any collection or enforcement actions against Client will be deemed an authorization for Corserva to use such local currency to purchase United States Dollars. Any deficiency or conversion cost as a result of the conversion of such local currency into United States Dollars shall be the responsibility of Client, and Client shall immediately pay the amount of any such deficiency to Corserva upon demand.

7. Warranty

Corserva warrants to Client that the EntryReady Hardware shall be free from any Defect (defined below) for a period of 24 months after the date of delivery of the EntryReady Hardware to Client (the “Warranty Period”). A “Defect” is any failure in the materials or workmanship of the EntryReady Hardware that causes it not to comply with the specifications and characteristics described in the price list contained in the Proposal and Sales Order Form. Corserva warrants the EntryReady Hardware in accordance with the terms set forth below. During the Warranty Period, upon written request of the Client, Corserva shall replace or repair at its own cost, the EntryReady Hardware or of any of its parts or components that Corserva determines to have a Defect. The conditions to this warranty are as follows: a) This warranty shall be effective only if Corserva receives notice of such claim for Defects in materials or workmanship during the Warranty Period. b) Corserva’s liability under this warranty is expressly limited to a claim for repair or replacement of the EntryReady Hardware. c) Corserva reserves the right to confirm whether Client has complied with the conditions of this warranty. d) Corserva shall repair or replace the EntryReady Hardware or issue a credit, as Corserva decides in its sole discretion. e) THIS WARRANTY DOES NOT APPLY TO AND IS VOID IN THE CASE OF DEFECTS OR DAMAGE RESULTING FROM ACCIDENTS, DISASTER, NEGLECT, MISUSE, IMPROPER INSTALLATION (OTHER THAN INSTALLATION BY CORSERVA), IMPROPER OR UNAUTHORIZED SERVICE OR MAINTENANCE, UNAUTHORIZED REPLACEMENT PARTS OR ATTACHMENTS; OR DYSFUNCTION OR MALFUNCTION OF, OR CAUSED BY, ANY OTHER PRODUCT OR DEVICE. f) Misuse includes any use of the EntryReady Hardware in other than its intended application, including the use of EntryReady Hardware with any software other than EntryReady Connect Software and other approved Corserva Software and accessories. g) This warranty does not cover, and Corserva assumes no responsibility for, any software, equipment, or devices used in conjunction with the EntryReady Hardware, other than EntryReady Connect Software and other approved Corserva Software and accessories. h) This warranty does not apply to expendable parts that routinely require replacement in less than a year. i) CORSERVA DISCLAIMS ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY WRITTEN OR IMPLIED WARRANTY OF THE ENTRYREADY HARDWARE. UNDER NO CIRCUMSTANCES WILL CORSERVA BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. j) This warranty shall not be effective, and Corserva shall not be liable, for any Defect or malfunction of the EntryReady Hardware in any of the following situations:

i. If caused by the Client or by any third person in connection with the storage, handling, transportation, installation, or maintenance of the EntryReady Hardware or in connection with any other activity performed after the delivery of the EntryReady Hardware or installation, if the installation is a Service performed by Corserva;

ii. If caused by normal wear and tear, or as a consequence of dust, moisture, or misuse of the EntryReady Hardware, or caused intentionally or by vandalism, or by a loss of power supply or by Force Majeure (as defined in Section 10);

iii. If arising out of the use of spare parts or materials that have not been expressly approved by Corserva or when the elements or components of the Products have suffered any type of manipulation or repair by persons not expressly authorized in writing to do so by Corserva;

iv. When the use or conditions affecting the operation of the Products are unusual or not reasonably foreseeable.

k) Client shall notify to Corserva of the existence of any Defects immediately after their appearance and in no case later than five (5) calendar days after the discovery of the Defects, in writing and by any means with acknowledgment of receipt. Corserva shall have no obligation to honor this warranty with respect to untimely notifications. l) Corserva shall be permitted to request any information it deems necessary in order to verify that this warranty applies, and the Client must provide Corserva at no cost all information necessary to enable Corserva to verify the nature and cause of the Defect claimed and to carry out its warranty obligations. m) Client shall give Corserva adequate time and opportunity to remedy the Defect. For this purpose, the Client shall grant Corserva working access to the non-conforming EntryReady Hardware and EntryReady Connect Software, including disassembly and reassembly without cost to Corserva. n) If Corserva must access the place where the EntryReady Hardware is installed, Corserva may in its sole discretion use employees or independent contractors for such repair or replacement. o) The substitution or repair of any Product shall not interrupt or extend the Warranty Period. p) Corserva’s total and maximum responsibility shall be limited to repair or replace EntryReady Hardware with Defects, or if repair or replacement is not possible, to reimbursement of the purchase price of the EntryReady Hardware with Defects. Any other costs or damage shall be excluded from Corserva’s liability. Corserva shall not be responsible for any other loss or damage suffered by the Client or any third party, of any nature, direct or indirect, as a consequence of any Defect of any Product or its use. Corserva shall not be responsible or liable for any damage or loss resulting from the operation or performance of any other product or any systems in which EntryReady Hardware or EntryReady Connect Software is incorporated. Corserva warrants to Client that the EntryReady Connect Software will perform substantially in accordance with the documentation provided and as described in the Proposal and Sales Order Form when used in accordance with Corserva’s instructions on the server on which it is installed by Corserva for a period of 12 months after the date of delivery of the EntryReady Hardware and EntryReady Connect Software to Client (the “Software Warranty Period”). Corserva shall take reasonable steps to correct errors reflecting significant deviations from the functional specifications of the EntryReady Connect Software that are reported to Corserva during the Software Warranty Period, but because not all errors in software can or need to be corrected in order for the EntryReady Connect Software to serve its function, Corserva does not warrant that all problems with software will be corrected. Corserva does not warrant uninterrupted or error-free operation of EntryReady Connect Software or EntryReady Hardware. The conditions to the warranty provided with respect to the EntryReady Hardware also apply to the EntryReady Connect Software, subject to the Software Warranty Period.

8. Product Returns; Disclaimer

Any return of Products by Client shall be governed by Corserva's warranty terms set forth in Section 7 above. Corserva reserves the right to modify or eliminate the warranty at any time. Other than the warranty set forth in Section 7 above, Corserva makes no representations or warranties of any kind with respect to the Products or the Services. CORSERVA HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OR FITNESS FOR A PARTICULAR PURPOSE. CORSERVA WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE ARISING FROM A SALE OR THE PURCHASE OR USE OF ANY PRODUCTS OR SERVICES. The right to return Products that have a Defect, as described in the warranty in Section 7, shall constitute Corserva's sole liability and Client's exclusive remedy in connection with any claim of any kind relating to the quality, condition, or performance of any Product, whether such claim is based upon principles of contract, tort or otherwise. If Corserva issues a return authorization to Client allowing Client to return a Product to Corserva, Client will deliver the Product to Corserva's address in the United States at its cost and expense, if so required by Corserva, and Client shall be responsible for all applicable federal, state, municipal and other government taxes (such as sales and similar taxes) as well as export, import or customs duties, license fees and similar charges, however, designated or levied, on any replacement Products to be shipped by Corserva to Client. In addition to the replacement Products prices set forth on the Corserva Proposal and Sales Order Form, Corserva includes applicable taxes, duties, fees, and charges for payment to Corserva by Client. Such inclusion shall in no way vary or limit Client’s payment responsibility for all such taxes, duties, fees, and charges. Client is also responsible for the payment to Corserva for all shipping charges that are included on the Corserva invoice for replacement Products to be shipped by Corserva to Client.

9. Limitation of Liability

CORSERVA SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH A SALE OF ANY PRODUCTS OR SERVICES TO CLIENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR ANY SUMS PAID BY CLIENT TO THIRD PARTIES EVEN IF CORSERVA IS INFORMED OR IS OTHERWISE AWARE OR SHOULD BE AWARE OF THEIR LIKELIHOOD, POSSIBILITY OR PROBABILITY, WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, TORT OR OTHERWISE.

10. Force Majeure

Corserva shall not be liable for any delay or failure to perform any Sale due to events beyond its control including, without limitation, natural disasters, power outages, accidents, labor strikes or shortages, and governmental laws and regulations. If due to any such event, Corserva is unable to ship all the Products or deliver all the Services to Client and other customers of Corserva in connection with a Sale, Corserva may allocate the available supply of products and services among Client and Corserva’s other customers as Corserva shall deem reasonable.

11. General

Unless Client and Corserva have executed a written agreement that specifically modifies, supersedes, and replaces these Terms, the Corserva Proposal and Sales Order Form and these Terms shall constitute the final, complete, and exclusive agreement of the parties with respect to all Sales by Corserva to Client and shall supersede all prior offers, negotiations, understandings, and agreements. No additional or different terms or conditions shall become a part of any agreement for any Sale unless expressly accepted in writing by an authorized officer of Corserva. Any waiver by Corserva of one or more of these Terms or any default hereunder shall be in a writing executed by a duly authorized officer of Corserva and shall not constitute a waiver of any other of these Terms or of any prior or future default. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these Terms that is determined to be invalid or unenforceable by a court of competent jurisdiction shall not impair or invalidate the remaining provisions of these Terms. All Sales shall be deemed made in and shall be governed by, the laws of the State of Connecticut without regard for its conflict of laws principles. Client hereby irrevocably and unconditionally submits to the jurisdiction of the federal and state courts located within the State of Connecticut for the purpose of any suit, action, or other proceeding arising out of or based upon these Terms.