Hardware, Hardware-as-a-Service, and Associated Subscription Terms of Use

These Hardware, Hardware-as-a-Service, and Associated Subscription Terms of Use ("Hardware Terms") govern the provision, use, and return of certain equipment, hardware, software, and related subscription services made available by KeyStone Solutions ("Provider") to the customer identified in the applicable Annual Subscription Order ("Customer").

These Hardware Terms are incorporated by reference into and form a part of each applicable Annual Subscription Order that references or links to them. Execution of an Annual Subscription Order, and/or acceptance, use, or possession of any Covered Items (as defined below), constitutes Customer's agreement to be bound by these Hardware Terms.

These Hardware Terms are supplemental to the Master Services Agreement ("MSA"), if any, between the parties, and control solely with respect to the Covered Items in the event of a conflict. All other services remain governed exclusively by the MSA.

1. Scope and Covered Items

These Hardware Terms apply to the following items (collectively, "Covered Items") provided under an Annual Subscription Order:

• Hardware and equipment provided on a subscription, rental, or Hardware-as-a-Service basis
• Hardware that is financed or paid for over time (excluding third-party lease arrangements governed by a separate lender agreement)
• Software licenses bundled with or required for the operation of hardware
• Subscription-based device management, monitoring, or security platforms associated with the hardware
• Vendor pass-through software-as-a-service subscriptions tied to hardware usage, including without limitation Microsoft 365 or similar offerings

Third-party leasing arrangements entered into directly between Customer and a financing or leasing company are expressly excluded from these Hardware Terms and governed solely by the applicable third-party agreement.

2. Ownership and Title

Unless expressly stated otherwise in writing, all Covered Items that are not purchased in full in advance remain the property of Provider or its upstream suppliers. No right, title, or interest in or to such Covered Items transfers to Customer by virtue of possession, use, or payment of subscription or installment fees. Customer acquires only a limited, non-exclusive, non-transferable right to use the Covered Items during the applicable term and solely in accordance with the applicable agreement and these Hardware Terms.

3. Risk of Loss

Customer assumes all risk of loss, damage, destruction, or theft of the Covered Items from the time of delivery to Customer (or Customer's designated location) until the Covered Items are returned to Provider and confirmed received by Provider. Risk of loss applies regardless of cause, except to the extent resulting directly from Provider's gross negligence or willful misconduct.

4. Customer Responsibilities

Customer shall:

• Use the Covered Items solely for their intended purpose and in accordance with applicable manufacturer, vendor, and Provider guidelines
• Maintain the Covered Items in good working order, ordinary wear and tear excepted
• Not sell, sublicense, pledge, modify, relocate, or transfer the Covered Items without Provider's prior written consent
• Promptly notify Provider of any loss, damage, or theft involving the Covered Items

5. Term and Return of Covered Items

Upon expiration or termination of the applicable Annual Subscription Order for any reason, Customer shall, at its own expense:

• Return all Covered Items within thirty (30) days of the effective termination or expiration date
• Ensure Covered Items are returned in good working condition, subject to normal wear and tear
• Package and ship the Covered Items securely to the return address designated by Provider

6. Failure to Return; Replacement Charges

If Customer fails to return any Covered Items within the thirty (30)-day return period:

1. Provider may automatically invoice Customer for the full replacement cost of the unreturned Covered Items; and
2. Customer shall be liable for the replacement cost, defined as the then-current replacement cost charged by the applicable manufacturer or distributor, plus any applicable taxes, shipping, handling, and administrative fees.

Replacement charges are due immediately upon invoicing and are not refundable.

7. Suspension and Disablement Rights

To the extent permitted by applicable law, Provider reserves the right, upon Customer's failure to return Covered Items or pay replacement charges when due, to:

• Suspend related services; and/or
• Remotely disable, restrict, or render inoperable the Covered Items or associated software or platforms.

8. Indemnification

Customer shall indemnify, defend, and hold harmless Provider and its affiliates, officers, employees, agents, and suppliers from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer's possession, use, misuse, or failure to return Covered Items
• Loss, damage, or theft of Covered Items
• Customer's breach of these Hardware Terms

9. Limitation of Liability

Except for Customer's payment obligations, indemnification obligations, and liability for loss or damage to Covered Items, Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or data, arising out of or related to the Covered Items.

10. Confidentiality

Each party shall maintain the confidentiality of all non-public, proprietary, or confidential information disclosed in connection with the Covered Items. This obligation survives termination or expiration of the applicable agreement.

11. Governing Law

These Hardware Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-laws principles.

12. Survival

Sections relating to ownership, risk of loss, return obligations, replacement charges, indemnification, limitation of liability, confidentiality, governing law, and any payment obligations shall survive termination or expiration of the applicable agreement.

13. Severability

If any provision of these Hardware Terms is held unenforceable, the remaining provisions shall remain in full force and effect.