Purchasing

This Purchase Order (“PO”) is issued by Axcess Financial Services, Inc. (“Axcess “) or one of its affiliates to Supplier.

EXCLUSIVE TERMS: This PO describes the exclusive terms and conditions under which Supplier will provide products or services to Axcess provided, however, that additional terms and conditions may be attached by Axcess to this PO, and the parties may also be governed by a written agreement referenced in this PO (e.g., an Axcess Parts Procurement Agreement; or a Axcess System Purchase Agreement). Such written agreements may refer to this PO as a Work Authorization. Unless Axcess agrees in writing, Axcess ‘ rights under this PO may not be waived or modified, and no other document or communications are binding on Axcess , including the Supplier’s proposal, quotation, order acknowledgment, or invoice. Supplier is authorized to provide products and services under this PO only if Supplier agrees to the foregoing statement of exclusive terms.

PRICE/TAXES: The price is inclusive of all costs incurred by the Supplier in the supply of the Goods and/ or performance of the Services including all charges for packing, insurance, and delivery of the goods and cost of any items used or supplied in the performance of the Services. Supplier is responsible for and will pay all sales, use, and similar taxes. If Axcess provides evidence of tax exemption or reduction, then Supplier will not invoice nor pay such exempt/reduced taxes unless the applicable taxing authority assesses such tax, at which time Supplier will invoice and Axcess will pay any such due and owing tax.

TERMS OF PAYMENT: Upon Axcess ‘request, Supplier will issue invoices electronically and also comply with any local country requirement for tangible invoice forms. Unless this PO states otherwise, payment will be due net thirty (30) days after Axcess receives Supplier’s valid invoice, except where Axcess disputes the invoice. Axcess will pay undisputed amount in accordance with the above mentioned terms. Both the Supplier and Axcess will make best efforts to resolve disputed amounts within thirty (30) days. Supplier’s invoice will list the quantity of products and/or services purchased, reference this PO number, if applicable, the Axcess agreement under which the products and/or services are being purchased under, a detailed description of the delivered Goods or performed Services, including date of delivery and/or period of Services in respect of which the invoice relates the relevant quantity, the Price relating to the Goods and / or Service, broken down to reflect the same Price components on the Purchase Order, and Supplier contact and remittance address.

ACCEPTANCE: Payment will not be deemed acceptance by Axcess. All products or services are subject to inspection, and may be accepted or rejected in accordance with the criteria specified in the relevant SOW or PO. Upon request from Axcess or its customers, Supplier shall issue a refund, repair or replace any rejected products or re-perform any rejected services, as determined by Axcess or its customers, without additional charge and in a timely manner.

TERMINATION: Axcess may terminate this PO with or without cause at any time. If Axcess terminates without cause, Axcess will compensate Supplier for actual and reasonable expenses incurred for work in process before the termination, not to exceed the prices specified in this PO.

IMPORTS: Supplier is responsible for compliance with all requirements to import any products covered by this PO into any country and the payment of all associated duties, taxes and fees.

PACKAGES/TRANSPORTATION: Supplier will comply with all country of origin marking instructions, all instructions for exports to Axcess, all packaging, labeling, and transportation routing requirements set out in this PO. Supplier will not use premium transportation unless expressly authorized by Axcess. Supplier will not include more than one daily shipment for one destination on one bill of lading, and Supplier will not declare a value or purchase additional insurance on F.O.B. Origin shipments to Axcess.

LATE SHIPMENTS: Time is of the essence. Axcess requires timely delivery. If Supplier fails to deliver on time, Axcess may purchase replacements elsewhere and Supplier will be liable for any difference in price that Axcess must pay, as well as any actual and reasonable out-of-pocket costs Axcess incurs to obtain the replacement parts. Supplier will promptly notify Axcess if it is ever unable to make timely delivery.

WARRANTIES: Supplier warrants that: (i) it has the right to enter into this PO and it will comply, at its own expense, with any law (including environmental and anti-corruption laws) or other obligation that may affect its ability to perform under this PO; (ii) no claim, lien, or action exists or is threatened against Supplier that may affect Axcess ‘ rights under this PO; (iii) products and services specified in this PO do not infringe any privacy, intellectual property, moral or other right of a third party; (iv) products specified in this PO are of merchantable quality, are free from defects in materials and design, and otherwise will conform to the warranties, specifications and requirements in this PO; (v) products specified in this PO are safe for their intended use; (vi) the products are not made with ozone depleting substances (such as halons, chlorofluorocarbons, hydrochlorofluorocarbons, methyl chloroform and carbon tetrachloride); (vii) products are new and do not contain used or reconditioned parts; (viii) it will comply with all applicable data privacy laws and will otherwise protect information that may identify an individual (“Personal Data”), and will not use, disclose, or transfer across borders any Personal Data processed for Axcess , except as necessary to perform under this PO, and will comply with Axcess ‘ requests to access, correct, or destroy such Personal Data; (ix) it understands and will comply fully with all applicable laws, including export and import laws and Supplier will (among other things) secure all necessary clearances, licenses, and exemptions, and it will make all required filings and disclosures relating to the transfer of technology, software, or commodities; (x) Supplier will not export, directly or indirectly, any technology, software or commodity of U.S. origin or having U.S. content to countries (or nationals of those countries wherever located) listed in U.S. Export Administration Regulations, as modified from time to time, unless authorized by appropriate government license or regulations; (xi) Supplier shall maintain comprehensive general liability insurance sufficient to cover all claims that might arise from Supplier’s activities under this PO; (xii) Supplier was awarded this business because it is an expert fully competent in all aspects of providing the products and services under this PO, and Supplier will not deny any obligation to Axcess on grounds that Axcess recommended reviewed, or assisted with any aspect of this PO, and Supplier acknowledges Axcess ‘ reliance upon Supplier’s expertise; (xiii) if Supplier describes the product or service in its own marketing materials, then Supplier warrants such descriptions are true, and Axcess and its customers may rely on such claims in creating their own marketing materials for the products and services; (xiv) Supplier maintains and fully implements documented quality and environmental management systems that meets ISO 9000:2000 and ISO 14001 standards, respectively, and both systems are accredited from an approved registrar. Supplier’s design, development, manufacture and support processes all comply with these ISO standards, and Supplier will maintain compliance as these standards evolve. Supplier will demonstrate compliance with these standards to Axcess and third parties, and will provide copies of relevant paperwork, upon request; (xv) Supplier shall verify that any encryption technologies are: (a) covered by a valid export license from the U.S. Department of Commerce Export Administration; handled only at locations and pursuant to control procedures approved by Axcess ; and (b) ship directly from the approved location only to approved and lawful destinations; (xvi) Supplier complies with all laws relating to security including the FAA emergency directive on security procedures dated August 9, 1996. Supplier represents that it shall not include any explosive, hazardous, incendiary and/or destructive materials in any products transported under this PO; and (xvii) products do not include any open source code.

INTELLECTUAL PROPERTY AND OTHER INDEMNIFICATIONS: Supplier grants Axcess all rights and licenses necessary for Axcess (including Axcess ‘s affiliates and customers), to use the products or services specified in the PO and to exercise the rights granted under this PO. Supplier agrees to defend, hold harmless, and indemnify Axcess , its affiliates and customers from any and all claims arising out of, or pertaining to, the purchase of Supplier products or services, and to reimburse Axcess , its affiliates and customers for the actual expenses they incur defending and settling such claims, including any third party claim of intellectual property infringement. If an infringement claim is made, Supplier will, at its own expense: (i) obtain for Axcess, its subsidiaries, affiliates and customers the rights granted under this PO; (ii) modify the products or services so they are non-infringing and remain in compliance with this PO; or (iii) replace the products or services with non-infringing ones that comply with this PO. Axcess may return non-conforming products (including infringing products) and cancel non-conforming services for a full refund at Supplier’s expense.

LIMITATION OF LIABILITY: To the extent permitted by local law, the cumulative liability of Axcess , its parents, subsidiaries, affiliates, and other related legal entities shall not exceed the purchase price agreed to by Axcess for the conforming products and services delivered under this PO as the maximum measure of Supplier’s actual damages, and Axcess , its parents, subsidiaries, affiliates, and other related legal entities shall not be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.

GENERAL: Where this Purchase order relates to Good and/or Services the subject of a contract between the Supplier and Axcess, the terms of that contract apply to the extent of any inconsistency with these Purchase Order Terms and Conditions.

EXCHANGE OF INFORMATION: All information exchanged between the parties will be non confidential, unless covered by a separate written confidentiality agreement between the parties. Supplier will obtain agreement from its employees and other entities allowing Axcess to receive and use information Supplier may provide to Axcess about these employees or entities if that information is governed by privacy laws or other non-disclosure requirements.

APPLICABLE LAWS: This PO is governed by the laws of Ohio, in the United States (including if any part of the transaction occurs within the United States) and Puerto Rico, the laws of the State of Ohio applicable to contracts executed in and performed entirely within that State govern this PO.