Hardware Agreement

THIS HARDWARE AGREEMENT SHALL GOVERN THE PURCHASE, LEASE, OR FINANCE OF HARDWARE BY CUSTOMER AND ANY SALE, LEASE, FINANCE, DELIVERY, AND/OR RELATED SERVICES OF HARDWARE BY BOOSTLINGO.

THIS AGREEMENT SHALL NOT APPLY AND DOES NOT GOVERN ANY SALE AND/OR DELIVERY OF SOFTWARE OR PRODUCTS BY BOOSTLINGO. ANY SALE AND/OR DELIVERY OF SOFTWARE OR PRODUCTS TO CUSTOMER SHALL BE GOVERNED BY A SEPARATE CONTRACT BETWEEN BOOSTLINGO AND CUSTOMER (OR BETWEEN BOOSTLINGO AND A THIRD PARTY OF WHICH CUSTOMER IS A BENEFICIARY).

PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING OR LEASING THE HARDWARE, CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS, CONDITIONS, AND LIMITATIONS SET FORTH IN THIS AGREEMENT.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE FULL AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT.

Boostlingo reserves the right to update or modify this Agreement, in whole or in part, at any time without prior notice. Customer is encouraged to periodically review this Agreement for updates to stay informed about the terms that govern Customer’s purchase, finance, or lease of the Hardware. 

1. DEFINITIONS. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 “Agreement” means this Hardware Agreement.

1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. “Control” means ownership or control of more than 50% of the voting interests of the entity.

1.3 “Boostlingo” means Boostlingo, LLC, a Delaware limited liability company, with its principal place of business located at 98 San Jacinto Blvd, Suite 400, Austin, TX 78701, U.S.A., and all its Affiliates. 

1.4 “Confidential Information” means all information or material disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, which: (i) gives a party some competitive business advantage, gives a party the opportunity of obtaining some competitive business advantage, or the disclosure of which could be detrimental to the interests of the Disclosing Party; and (ii) is either (a) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (b) known by the parties to be considered confidential and proprietary or (c) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. Confidential Information includes but is not limited to presentation materials, attendee information, customer lists, employee names, pricing data, supply sources, financial data, marketing materials, production systems, merchandising systems, plans, methods, processes, formulae, compositions, inventions, machines, computer programs, products, and research.

1.5 “Customer” means a party who purchases or otherwise receives Hardware from Boostlingo and/or a designated Distributor. 

1.6 “Defect” means a situation where the Hardware doesnot perform, function or operate in accordance with the applicable terms of this Agreement and/or any material fault, failure, error or other defect in such Hardware.

1.7 “Delivery Point” means the address specified in the Order Form where Boostlingo will deliver the Hardware.

1.8 “Distributor” means the entity authorized/indicated by Boostlingo to dispatch the Hardware. 

1.9 “Hardware” means the physical goods specified in the Order Form, excluding any Software.

1.10 “Inspection Period” means one (1) business day after receipt of the Hardware. 

1.11 “Order Form” means a document or online order specifying the Hardware to be provided under this Agreement, including any addenda or supplements.

1.12 “Manufacturer” means the manufacturer of the Hardware. 

1.13 “Manufacturer’s Warranty” means the warranty of the Hardware provided by the Manufacturer of that product. 

1.14 “Software” means any computer software programs sold of or delivered by Boostlingo, whether pre-installed or provided separately, and related licensed materials.

1.15 “Taxes” means all taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction. 

1.16 “Warranty” means the representations and assurances made by Manufacturer with respect to the Hardware during the applicable Warranty Period. 

1.17 “Warranty Claim” means any warranty claims regarding the Hardware during the Warranty Period; 

1.18 “Warranty Period” means twelve (12) months from the date of delivery of the Hardware at the Delivery Point.

2. SCOPE.
2.1 Hardware Acquisition. Boostlingo agrees to provide, and Customer agrees to acquire through purchase, financing or lease, the Hardware in the quantities and at the prices or lease rates specified in the applicable Order Form. Customer acknowledges that Boostlingo does not manufacture Hardware and may source such Hardware through a Distributor. All acquisitions are subject to the terms and conditions set forth in this Agreement and the Order Form. 

2.2 Hardware Substitution. Hardware Substitution. Customer agrees that because of the rapid evolution and technological advances in the industry, any order is subject to change based on such advances or discontinuances from the manufacturer. Customer acknowledges that Boostlingo may provide substitute Hardware which in Boostlingo’s opinion is of equivalent or better quality than the Hardware originally ordered by Customer.

2.3 Hardware Maintenance. Subject to the payment by Customer of the fees for hardware maintenance set forth in any Related Agreement, Boostlingo agrees to provide Customer with maintenance services for the Hardware as follows:

2.3.1 Support. Boostlingo will provide remote telephonic support for the Hardware during the hours set forth in Boostlingo’s then current policies and procedures for the applicable Hardware. Telephone support shall include its best efforts (i) to diagnose errors or malfunctions in the Hardware and malfunctions caused by operator error, (ii) advise Customer of corrective measures, and (iii) clarify operating instructions Customer may submit a support request for initial troubleshooting or issue triage by visiting support.boostlingo.com. Boostlingo may offer limited first-line support, including basic troubleshooting or triage to assist in identifying potential issues. Where appropriate, Boostlingo may also facilitate escalation to the Manufacturer or Distributor for further assistance under any applicable warranty or support arrangement. Any such assistance is provided at Boostlingo’s discretion and does not constitute a maintenance or support obligation. 

2.3.1.1 Triage Response Time. While Boostlingo does not guarantee resolution times and has no obligation to provide ongoing support, it will use commercially reasonable efforts to respond to triage requests submitted via [insert link] within one (1) business day of receipt.

2.3.1.2 Escalation Coordination. If Boostlingo determines that escalation to a Manufacturer or Distributor is appropriate, it will use reasonable efforts to initiate that process within two (2) business days of identifying the issue, subject to Customer’s timely cooperation in providing required information or access.

2.3.2 No Ongoing Maintenance or Support Obligation. Boostlingo has no obligation to perform maintenance, repairs, or ongoing support services for the Hardware. All such responsibilities rest solely with the Customer. 

2.3.3 Hardware Not Supported by Boostlingo. Boostlingo is not responsible for Hardware supported by any third party or for any Hardware which Boostlingo has not expressly agreed to support or for which Customer has not paid the applicable maintenance fees.

2.3.4 Customer Obligations. Customer shall: (a) promptly notify Boostlingo in writing of all problems with the Hardware within twenty-four (24) hours of discovery; (b) provide reasonable assistance to Boostlingo in identifying and detecting problems, errors, and malfunctions, including providing access to the Hardware as reasonably requested; (c) maintain the Hardware in a safe and secure environment in accordance with any documentation or reasonable instructions provided by Boostlingo, including maintaining appropriate temperature, humidity, and power supply conditions; (d) use the Hardware only for its intended purpose in accordance with all applicable laws and regulations; (e) not attempt any repair, maintenance, modification, or alteration of the Hardware during the term of this Agreement without Boostlingo’s prior written consent; and (f) not remove, alter, or obscure any labels, serial numbers, or other identifying marks on the Hardware; (g) maintain adequate insurance coverage for the Hardware against loss, theft, damage, or destruction; (h) immediately notify Boostlingo of any theft, loss, damage, or destruction of the Hardware; (i) not sell, lease, sublicense, assign, transfer or encumber the Hardware; and (j) return the Hardware to Boostlingo upon termination or expiration of this Agreement in the same condition as when received, ordinary wear and tear excepted.

2.4 Mobile Device Management (MDM) and Security Controls. Devices shall be pre-configured by Boostlingo with Mobile Device Management software (“MDM”) and other security controls as deemed necessary by Boostlingo. Customer shall not attempt to disable, circumvent, or interfere with such MDM software or security controls. Boostlingo reserves the right to remotely monitor, manage, update, disable, restrict, or lock access to any Hardware in the event of: (i) non-return in accordance with this Agreement, (ii) non-payment of any amounts due, (iii) breach of this Agreement, (iv) suspected fraudulent or unauthorized use, (v) security threats or vulnerabilities, or (vi) as required by law or to protect Boostlingo’s interests. Customer acknowledges and agrees that: (a) such actions may result in the device becoming temporarily or permanently unusable; (b) Boostlingo shall have no liability for any loss of data or business interruption resulting from such actions; and (c) Customer shall remain responsible for all fees and charges during any period of restriction or disablement. Boostlingo may collect and process device usage data, location information, and other technical data through the MDM software for security, compliance, and service improvement purposes.

2.5 Extended Coverage and Optional Insurance. Customer may elect to purchase additional insurance or extended coverage for the Hardware, such as a Manufacturer plan (e.g., AppleCare+) or third-party insurance. Any such coverage shall be subject to the applicable terms and conditions of the insurance provider or Manufacturer. Boostlingo does not offer insurance or extended warranties directly and is not liable for any issues that fall outside the scope of the standard Warranty or any third-party coverage.

2.6 Advanced Hardware Replacement Program (AHRP). Customer may purchase additional Hardware through the AHRP to be held by Boostlingo or the Distributor for expedited replacement when a new device is required during the repair of an existing device or when additional units are needed. Unless leased or financed, all stored devices are owned by Customer. Storage or handling fees may apply. Upon expiration or termination of this Agreement, any stored Hardware will be delivered to Customer, provided that all amounts due to Boostlingo have been paid in full, unless otherwise agreed in writing. 

3. SOFTWARE. 

3.1 Governing Terms. Customer’s access to and use of the Software is governed by the Customer Terms of Service located at www.boostlingo.com/customer-terms-of-service (“Terms of Service”), or as otherwise agreed to in a separate agreement between the Parties. In the event of a conflict between this Agreement and the Terms of Service, the Terms of Service shall control with respect to the Software.

3.2 Software Restrictions. Boostlingo grants Customer a limited, non-exclusive, non-transferable, revocable license to use the pre-installed software solely in connection with the Hardware and for the Customer’s internal business purposes. Customer shall not:
i. Reverse engineer, decompile, or disassemble the software;
ii. Modify, adapt, or create derivative works of the software;
iii. Rent, lease, sell, or sublicense the Software to any third party; and
iv. Use the software in violation of any applicable laws or regulations.

3.3 Intellectual Property Rights. All intellectual property rights in the Hardware and Software, including but not limited to patents, copyrights, trademarks, and trade secrets, are and shall remain the exclusive property of Boostlingo or its licensors. Customer shall not use the intellectual property in any manner not expressly authorized by this Agreement.

4.PAYMENT TERMS.

4.1 Price. The purchase price for the Hardware shall be as specified in an Order Form. All pricing is exclusive of Taxes, fees, freight, and optional services unless explicitly stated otherwise in the Order Form.

4.1.1 For leased or financed Hardware, Customer shall pay monthly payments as specified in the Order Form for the duration of the payment arrangement term. 

4.2 Invoicing and Payment. Except as otherwise set forth in an Order Form, Customer shall pay all invoices due to Boostlingo within fifteen (15) days of the invoice date. Any dispute regarding invoices must be raised in writing within five (5) business days of receipt, detailing the specific basis for such dispute with supporting documentation, otherwise the invoice shall be deemed accepted in full. Disputed amounts resolved in Boostlingo’s favor shall accrue interest from the original due date. Payments must be made in U.S. dollars via a payment method reasonably acceptable to Boostlingo, such as bank transfer, credit card, or ACH. If any undisputed invoiced amount is not received by Boostlingo by the due date, Boostlingo reserves the right to charge late interest at a rate of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is higher, and/or condition future deliveries of Hardware on shorter payment terms.

4.3 No Setoff. Customer acknowledges that it has no right to withhold, offset, or recoup any amounts owed to Boostlingo under this Agreement against any amounts owed by Boostlingo to Customer under any other agreement or claim. This provision applies regardless of any breach or non-performance by Boostlingo.

4.4 Taxes. Customer is responsible for paying all applicable Taxes unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority. Boostlingo is solely responsible for Taxes assessable against it based on its income, property, or employees.

5. TERMINATION. 

5.1 Generally. 
5.1.1 Boostlingo may terminate this Agreement immediately upon providing written notice to the Customer if: (a) Customer fails to pay any undisputed amount due under this Agreement within fifteen (15) days following written notice of nonpayment; or (b) Customer breaches any material term of this Agreement or any other agreement with Boostlingo and fails to cure such breach within a thirty (30) days after written notice from Boostlingo, if curable. 

5.1.2 Boostlingo may also terminate this Agreement immediately upon written notice if Customer becomes insolvent, files for bankruptcy, is placed under receivership, becomes subject to any reorganization or liquidation proceeding, or makes an assignment for the benefit of creditors.

5.2 Effects of Termination. 

5.2.1 Leased Hardware. Upon termination of the applicable Agreement, Customer shall immediately pay all outstanding amounts owed to Boostlingo, cease all use of the Hardware, and promptly return the Hardware to Boostlingo in accordance with Boostlingo’s return instructions. If Customer still has an active subscription for the Software, Customer may use it on any device other than the leased hardware.

5.2.2 Financed Hardware. Upon expiration or termination of the applicable underlying services agreement, Customer shall immediately remit all outstanding amounts due to Boostlingo for the Hardware. Customer shall also discontinue all use of the Software and, if applicable, promptly remove any Software and/or MDM installed on the Hardware.

5.2.3 Purchased Hardware. Upon expiration or termination of the underlying services agreement, Customer shall promptly remove all Software from the Hardware and provide written certification to Boostlingo confirming such removal.

5.2.4 Survivability. The following provisions shall survive the termination or expiration of this Agreement: confidentiality obligations, warranty disclaimers, limitation of liability, indemnification, payment obligations, intellectual property rights, and any other provisions that by their nature are intended to survive termination.

6. SHIPPING AND DELIVERY. 

6.1 Delivery Obligations. Boostlingo shall use commercially reasonable efforts to deliver the Hardware promptly. Delivery is subject to availability and the performance of the Manufacturer or Distributor. Each shipment constitutes a separate sale, and Customer shall pay for all units shipped, whether in whole or partial fulfillment of the Order Form. 

6.2 Delivery Point and Method. Boostlingo will arrange for the Hardware to be shipped to the Delivery Point specified in the Order Form using the Manufacturer’s or Distributor’s standard methods for packaging and shipping. 

6.3 Failure to Accept Delivery. If the Customer fails to accept delivery of the Hardware on the specified date, or if the Distributor is unable to deliver due to the Customer’s failure to provide necessary instructions, documents, licenses, or authorizations, the risk of loss to the Hardware shall pass to Customer, the Hardware shall be deemed delivered, and Boostlingo may store the Hardware at Customer’s expense, including without limitation all costs for storage, insurance, and any related administrative fees.

6.4 Non-Delivery. The quantity of any shipment of Hardware as recorded upon dispatch is conclusive evidence of the quantity delivered unless Customer provides conclusive evidence to the contrary (eg. Contemporaneous photographic evidence at time or delivery or signed delivery receipts). Boostlingo shall not be liable for non-delivery unless Customer provides written notice within two (2) business days of the expected delivery date. Boostlingo’s liability for non-delivery is limited to delivering the Hardware within a reasonable time or adjusting the invoice to reflect the actual quantity delivered.

6.5 Title and Risk of Loss. 

6.5.1 Purchased Hardware. For purchased Hardware, title and risk of loss pass to Customer upon delivery at the Delivery Point. Title to the Hardware shall remain with Boostlingo until Customer has paid the full purchase price for the Hardware

6.5.2 Leased or Financed Hardware. For leased or financed Hardware, title remains with Boostlingo while risk of loss passes to Customer upon delivery at the Delivery Point. Customer shall insure leased or financed Hardware against all risks of loss or damage for the full replacement value. 

7. Inspection and Rejection of Nonconforming Hardware

7.1 Inspection Period. Customer shall inspect the Hardware immediately upon receipt and in no event later than one (1) business day after receipt (the ‘Inspection Period’). Customer will be deemed to have accepted the Hardware and irrevocably waived any claims related to its condition unless it notifies Boostlingo in writing of any Nonconforming Hardware during the Inspection Period, with such notification including detailed descriptions and photographs of the alleged nonconformity and furnishes detailed written evidence and photographic documentation as required by Boostlingo. For purposes of this section, “Nonconforming Hardware” refers solely to Hardware that materially differs from the product specifications identified in the Agreement or Order Form

7.2 Remedies for Nonconforming Hardware. If Customer timely notifies Boostlingo of any Nonconforming Hardware and Boostlingo confirms such nonconformity, Boostlingo may, at its sole discretion, either (i) replace the Nonconforming Hardware with conforming Hardware or (ii) credit or refund the applicable portion of the price for the Nonconforming Hardware, less any applicable restocking or processing fees. Customer shall ship, at its expense and risk of loss, the Nonconforming Hardware to Boostlingo’s designated facility or the manufacturer, as specified in writing by Boostlingo. If Boostlingo exercises its option to replace the Nonconforming Hardware, Boostlingo shall, after receiving Customer’s shipment of Nonconforming Hardware, ship to Customer, at Customer’s expense and risk of loss, the replaced Hardware to the Delivery Point. For leased Hardware, any replacement shall not extend the original lease term.

7.3 Exclusive Remedy. The remedies outlined in this section are the Customer’s exclusive remedies for the delivery of Nonconforming Hardware against Boostlingo. Except as provided under this section, all sales of Hardware are final, and the Customer has no right to return Hardware financed, purchased, or leased under this Agreement for any reason whatsoever, including but not limited to dissatisfaction, change of business needs, or over-purchasing

8. CONFIDENTIALITY.

8.1 Confidentiality. During the Term of this Agreement, each party may disclose certain Confidential Information to the other party. Notwithstanding the foregoing, Confidential Information shall not include any information that (a) is known to the Receiving Party before receipt hereunder from a source other than one having an obligation of confidentiality to the Disclosing Party, (b) becomes lawfully known (independently of disclosure by the Disclosing Party) to the Receiving Party from a source other than one having an obligation of confidentiality to the Disclosing Party, (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement, or (d) is independently developed by the Receiving Party without use of the Confidential Information.

8.2 Protection of Confidential Information. Except as expressly provided in this Agreement, the Receiving Party will not use or disclose any Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent, except disclosure to and subsequent uses by the Receiving Party’s employees or consultants on a need-to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information that are at least as broad in scope as the provisions of this Section or are otherwise legally obligated not to disclose such Confidential Information. Subject to the foregoing nondisclosure and non-use obligations, the Receiving Party agrees to use at least the same care and precaution (no less than reasonable care) in protecting such Confidential Information as the Receiving Party uses to protect the Receiving Party’s own Confidential Information and trade secrets. The Receiving Party shall report to the Disclosing Party any use or disclosure of Confidential Information not provided for by this Agreement of which the Receiving Party becomes aware. The Receiving Party acknowledges that due to the unique nature of the Disclosing Party’s Confidential Information, the Disclosing Party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the Disclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. The Receiving Party may disclose Confidential Information if required by law, provided it gives the Disclosing Party prior notice (if legally permitted) and reasonable assistance, at the Disclosing Party’s expense, to contest the disclosure. If disclosure is required as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for reasonable costs incurred in providing secure access to the Confidential Information.

8.3 Return or Destruction of Materials. All documents and other tangible objects containing or representing Confidential Information disclosed by the Disclosing Party along with any summaries, copies, descriptions, excerpts, or extracts thereof in the possession of the Receiving Party, shall remain the property of the Disclosing Party. Upon the Disclosing Party’s written request, the materials referenced in this Section shall be destroyed or promptly returned to the Disclosing Party. The Receiving Party shall have no obligation to delete or destroy copies that: (a) are contained in an archived computer system backup that was made following such Party’s security, e-mail retention, and/or disaster recovery procedures; or (b) are kept by the Receiving Party for record-keeping, archival, or governance purposes in compliance with its document retention policies. Any such retained Confidential Information shall remain subject to the terms and conditions of this Agreement for so long as it is retained. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party will continue to be bound by its confidentiality and other obligations hereunder in accordance with the terms of this Agreement. At the Disclosing Party’s option, the Receiving Party will provide written certification of its compliance with this Section.

9. INSURANCE REQUIREMENTS.

9.1 Insurance Coverage. During the term of this Agreement and for a period of three (3) years thereafter, the Customer shall, at its own expense, maintain and carry in full force and effect (i) comprehensive general liability insurance with limits not less than $2,000,000 per occurrence, (ii) property insurance covering the full replacement value of all Hardware, whether purchased or leased, and (iii) such other insurance as reasonably required by Boostlingo to cover the operation of Customer’s business and the full purchase price of the Hardware. Such insurance policies must include Boostlingo and its Affiliates, officers, directors, employees, agents, representatives, subsidiaries, successors, and assigns as additional insureds. Additionally, the policies must provide broad form coverage for risks associated with the use, operation, and ownership of the Hardware.

9.2 Certificate of Insurance. Customer shall furnish Boostlingo with a certificate of insurance evidencing the required coverage upon request by Boostlingo and upon any renewal of such insurance during the term of this Agreement or during the three (3) years thereafter. The certificate must confirm that the policy includes Boostlingo as an additional insured. 

9.3 Waiver of Subrogation. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Boostlingo’s insurers and Boostlingo.

10. WARRANTIES AND DISCLAIMER. 

10.1 Limited Warranty for Pre-installed Software. For both purchased, financed and leased Hardware, Boostlingo warrants only that the Software will be operational at the time of Delivery. This warranty is limited to ensuring the Software is properly installed and functional on the Hardware at the time of Delivery, and Customer’s sole remedy for any breach shall be the repair or replacement of the Software installation. 

10.2 Manufacturer’s Warranty. Customer acknowledges that Boostlingo is providing the Hardware as an independent contractor or lessor, not as an agent of the Manufacturer. Boostlingo makes no warranties regarding the Hardware other than the assignment of any existing and assignable Manufacturer’s Warranty, which is hereby assigned to Customer. While Boostlingo may, in its sole discretion, assist Customer in pursuing Warranty claims, all claims or issues related to the Hardware, or any such Defects must be directed to the Manufacturer. 

10.3 Return of Hardware covered by the Manufacturer’s Warranty. In the event a Hardware covered by a Manufacturer’s Warranty fails to operate during the Warranty Period as result of a Defect, Customer should contact the manufacturer directly for its repair or replacement in accordance with the Manufacturer’s Warranty. Be aware that in-warranty repairs or replacements may take up to ninety (90) days or longer. For this reason, CUSTOMERS ARE STRONGLY ENCOURAGED TO PURCHASE EXTRA HARDWARE UNITS TO AVOID DOWNTIME DURING THE WARRANTY PROCESS.

10.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE HARDWARE PRODUCT IS PROVIDED “AS IS,” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, TO THE FURTHEST EXTENT PERMITTED BY LAW, EXCEPT TO THE EXTENT (IF ANY) THAT A MANUFACTURER’S WARRANTY EXISTS AND IS ASSIGNABLE. BOOSTLINGO MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE HARDWARE. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF TITLE, OR ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ARE EXPRESSLY DISCLAIMED.

11. Manufacturer Terms and Conditions; Information Disclosure.

11.1 Manufacturer Terms and Conditions As a condition of purchasing the Hardware, Customer is required to agree to, and be legally bound by, the terms and conditions presented by the Hardware manufacturer or supplier.  Customer hereby agrees to the terms and conditions of:
11.1.1 Apple Inc., the manufacturer and supplier of the Apple product line, in connection with the purchase of the Hardware: https://store.apple.com/Catalog/irl/Images/salespolicies_institution.html
11.1.2 Capsa Healthcare, the manufacturer and supplier of the medical carts, in connection with the purchase of the Hardware: https://www.capsahealthcare.com/wp-content/uploads/2025/02/C-943_Capsa-Warranty_0125.pdf
11.1.3 GN Hearing, the manufacturer and supplier of the Jabra products and components, in connection with the purchase of the Hardware: https://www.jabra.com/supportpages/warranty-terms-business 

11.2 Information Disclosure.

11.2.1 Boostlingo and its Affiliates may store, use and process contact information and other information about Customer, including name, phone numbers, addresses, e-mail addresses, and financial information, as necessary or useful to perform under this Agreement and to improve Boostlingo’s products and services, including but not limited to processing payments, conducting credit checks, providing maintenance services, and managing financing arrangements. Customer information will be processed and used in connection with this Agreement and the Hardware and may be transferred by Boostlingo to any country where Boostlingo does business; and may be provided to entities acting on Boostlingo’s behalf in relation to this Agreement and the Hardware. Boostlingo may also disclose such information where required by law. 

11.2.2 Customer hereby consents to the disclosure of Customer’s information, including but not limited to personal information, business information, financial information, credit history, and payment records. Such information may be disclosed to and shared with Manufacturer(s), Distributor(s), financing partners, credit reporting agencies, collection agencies, and other third parties as reasonably necessary for the purposes set forth in this Agreement. This information may be used for purposes including, but not limited to: (i) Hardware supply, delivery, and maintenance; (ii) lease arrangement processing and administration; (iii) credit assessments and ongoing credit monitoring; (iv) payment processing and collection activities; (v) asset management and protection; and (vi) compliance with applicable laws and regulations. Customer acknowledges that such disclosures may continue throughout the term of any purchase, finance or lease arrangement and afterward as reasonably required. Customer agrees to promptly provide any additional authorizations or documentation that Boostlingo or its partners may require to facilitate these purposes lease management, suppliers, financing partners, and credit reporting agencies. This information is shared solely for the purpose of enabling or assisting in the supply, delivery, and management of the Hardware and related services. 

12. LIMITATION OF LIABILITY.

12.1 Exclusion of Certain Damages. In no event shall Boostlingo be liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, including but not limited to lost profits, lost revenues, or diminution in value, arising out of or relating to this Agreement. This limitation applies regardless of whether such damages were foreseeable, whether or not Boostlingo was advised of the possibility of such damages, the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based, and the failure of any agreed or other remedy to fulfill its essential purpose.

12.2 Aggregate Liability Cap. Boostlingo’s aggregate liability arising out of or related to this Agreement, whether arising from breach of contract, tort (including negligence), or otherwise, for purchased Hardware, shall not exceed the total amount paid by the Customer to Boostlingo for the Hardware in the twelve (12) months immediately preceding the incident giving rise to the claim, and for leased or financed Hardware, Boostlingo’s liability shall not exceed the total payments made in such period. 

13. GENERAL PROVISIONS.

13.1 Entire Agreement and Order of Precedence. This Agreement constitutes the entire agreement between Boostlingo and Customer regarding the purchase of Hardware and supersedes all prior agreements, proposals, or representations, whether written or oral, concerning its subject matter. In the event of any conflict or inconsistency, the order of precedence shall be: (1) this Agreement, (2) the Terms of Service, and (3) the applicable Order Form, except where the Order Form expressly states its intention to override a specific provision of this Agreement or the Terms of Service.

13.2 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party hereby irrevocably submits to the personal jurisdiction of such courts. Both parties waive any right to a jury trial in connection with any litigation arising out of or related to this Agreement. Neither party may bring an action arising out of or related to this Agreement more than one (1) year after the cause of action arose.

13.3 Assignment. Customer may not assign its rights or obligations under this Agreement without Boostlingo’s prior written consent. Boostlingo may assign its rights and obligations under this Agreement without Customer’s consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be void. This Agreement shall bind and benefit the parties and their respective successors and permitted assigns.
 
13.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party is responsible for its own employees and employment-related Taxes.

13.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

13.6 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver of any right or obligation must be in writing and signed by the waiving party.

13.7 Severability. If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13.8 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, government actions, labor disputes, pandemics, epidemics, supply chain disruptions, manufacturing delays, component shortages, transportation disruptions, cyber attacks, or other similar events. The impacted party must notify the other party within fifteen (15) days of the event and use diligent efforts to resume performance as soon as practicable. If the delay continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice, provided that Customer shall remain liable for all payments due up to the date of termination, any minimum finance, purchase, or lease commitments, and any Hardware already ordered or in transit.

13.9 Export Compliance. The Hardware may be subject to export laws and regulations of the United States and other jurisdictions. Both Boostlingo and Customer represent that they are not listed on any U.S. government denied-party list. Customer agrees not to permit access to or use of the Hardware in any U.S.-embargoed country or region (including, as of the Effective Date, Cuba, Iran, North Korea, Sudan, Syria, and Crimea region of Ukraine) or any other restricted territories as may be designated by applicable U.S. export control authorities from time to time or in violation of any U.S. export law or regulation.

13.10 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party or its employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business, in compliance with applicable laws and both parties’ internal policies, do not violate this provision.

13.11 Notices. All notices under this Agreement must be in writing and delivered to the addresses specified by the parties. Notices will be effective upon (i) personal delivery, (ii) the second business day after mailing by certified or registered mail, return receipt requested, or (iii) one business day after sending by overnight courier service with tracking capability. Email notices shall be effective upon written confirmation of receipt or 24 hours after transmission if no system bounce-back message is received, provided the sender also sends a copy via one of the other permitted delivery methods within one business day. Notices to Boostlingo must be addressed to Boostlingo LLC, Attn: Legal Department, 98 San Jacinto Blvd, Suite 400, Austin, TX 78701, U.S.A., with a copy sent to [email protected].