HandyTrac® Rev4-5/7/2026
TERMS AND CONDITIONS (Attached as part of Purchase Order & Agreement)
HandyTrac® | 510 Staghorn Ct Alpharetta, GA 30004 | 800-665-9994 | HandyTrac.com

1. GENERAL. Any and all sales of goods or services by HandyTrac Systems, LLC, a Georgia limited liability company (“HandyTrac”), including without
limitation the goods and/services set forth in the applicable purchase order (the “Purchase Order”) are subject to the terms and conditions set forth
herein (this “Agreement”). This Agreement is deemed accepted and agreed to upon the acceptance of the applicable Purchase Order or
commencement of services, shall not be superseded by any other terms or conditions in any other documents of the buyer of products or services
(“Customer”), and are deemed applicable to all future engagements, transactions, and activities between HandyTrac and Customer. This Agreement
merges and supersedes all prior negotiations or agreements of the parties, either written or oral, made either prior to or contemporaneous with this
Agreement. This Agreement shall not be modified or amended except by a subsequent written instrument executed by the parties which expressly
supersedes the provisions of this Agreement.
2. FEES; PAYMENT TERMS. Customer agrees to pay all amounts described in the Purchase Order within thirty (30) days of HandyTrac’s invoice
thereof. Customer acknowledges and agrees that payment is not conditioned upon HandyTrac’s execution of any additional agreements or any
change of the terms and conditions included in this Agreement. Customer shall additionally pay HandyTrac the following: (a) any and all excise, sales
or use tax or ad valorem taxes and assessments, fees or charges imposed by any governmental authority relating to the purchase, installation or use
of the System (as defined below) (excluding taxes based on HandyTrac’s net income, franchise, or payroll); (b) any third-party service or maintenance
charges necessary for installation or operation of the System (including shipping, handling, travel and other out-of-pocket expenses incurred by
HandyTrac); and (c) any and all charges relating to changes or alterations to the System made at the request of the Customer, changes to the
premises at which the System is installed, or damage to any equipment that occurs after the original installation. Past due payments will be subject to
a service charge of five percent (5%) per month, or the maximum amount allowed by law, whichever is less, together with reasonable collection costs
and attorneys’ fees. HandyTrac may suspend services or shipment in the event late or non-payment of fees.
3. TERMINATION. Either party may, with or without cause, terminate the subscription of services with thirty (30) days’ prior written notice to the other
party, provided that Customer may only cancel a Purchase Order for goods prior to shipment of the System. Any subscription of services described
in the Purchase Order will automatically renew on a month-to-month basis until terminated in writing by either party. The following Sections shall
survive any termination of this Agreement: Sections 3, 10 through 18.
4. THE SYSTEM; EQUIPMENT PURCHASE. The HandyTrac Key Control System (the “System”) consists of the components set forth in the
“Specifications”. The System’s specifications (the “Specifications”) are provided as an attachment by HandyTrac to Customer. HandyTrac may
update the Specifications from time to time to reflect product improvements or other changes at its sole discretion. Risk of loss on all equipment
procured or obtained by or for Customer and incorporated in the System shall remain with HandyTrac until all such equipment is delivered to Customer.
Customer shall have the right to inspect the equipment for a period of ten (10) days following delivery and reject any nonconforming or damaged
goods upon delivery, and risk of loss for such goods shall remain with Seller during such period. In the event that Customer accepts the equipment
or fails to notify HandyTrac in writing of any rejection during the ten (10) day inspection period, all such equipment shall be deemed accepted and the
risk of loss shall pass to Customer. With the exception of any Background IP, title to all such equipment shall pass to Customer upon HandyTrac’s
receipt of payment thereof. Until such payment is received, HandyTrac shall retain all rights and title to all such equipment. In the event of nonpayment, HandyTrac reserves the right to reclaim all such equipment without prior notice and without prejudice to any other remedies available under
applicable law. All software, firmware and documentation are licensed, not sold, and remain the intellectual property of HandyTrac or the applicable
licensor.
5. INSTALLATION. Customer shall be solely responsible, at its sole expense, for installing the System, including locating, organizing, tagging and
hanging Customer’s on-site keys in the System cabinet and providing, installing, and keeping charged a properly sized Uninterruptible Power Supply
(UPS) (and any required network connectivity and mounting hardware). HandyTrac is not responsible for, and shall have no liability arising from,
Customer’s installation, site conditions, or third-party work.
6. ONLINE SERVICES. HandyTrac may charge Customer a monthly online fee which covers Key Control reports at HandyTrac website, archived
records, automatic backup of data and warranty coverage, and phone or Internet Tech Support (the “Online Fee”). Failure of Customer to timely pay
the Online Fee will result in termination of reports and warranty, in addition to any other rights or remedies set forth in this Agreement. Customer is
solely responsible for providing and paying for internet connectivity and network security at the installation site. Pricing terms for the Online Fee is
valid for three (3) months from the date of the Purchase Order, and thereafter are subject to HandyTrac’s changes from time to time.
7. SECURITY. Unless HandyTrac’s system is operated with the optional biometric identification feature, Customer agrees that all persons authorized
to access the system must be assigned their own unique badge and PIN credentials (collectively, the “Credentials”) in order to maintain system
security and ensure a valid audit trail. Customer shall (a) prohibit sharing or reuse of the Credentials, (b) be responsible for all activity conducted
under issued Credentials, and (c) promptly deactivate Credentials upon a user’s role change or termination and require periodic PIN changes
consistent with Customer policy and HandyTrac guidance. If the biometric option is enabled, each authorized user must enroll his or her own biometric
identifier and may not use another user’s identifier. Customer shall safeguard badges and PINs and notify HandyTrac in writing without undue delay
of any suspected compromise.
8. SIGNAL TRANSMISSION AND DATA STORAGE. Customer acknowledges and agrees that in some instances signals which may be transmitted
between the System and Customer’s computer hardware will be transmitted over telephone company leased lines, the public internet, cellular
networks, and third-party cloud services or other telecommunications devices which are wholly beyond the control and jurisdiction of HandyTrac. In
such event HandyTrac assumes no liability for or relating to the failure, interruption or corruption of such transmissions, storage or the information
contained therein.
9. HANDYTRAC WARRANTY. HandyTrac warrants, solely to and for the benefit of Customer, for so long as Customer pays all amounts under this
Agreement when due (“Warranty Period”), the System manufactured by it shall (a) be free of defects in materials and workmanship and (b) operate
substantially in accordance with Specifications. HandyTrac’s warranties are expressly contingent upon: (w) installation of the System strictly in
accordance with the HandyTrac Easy Guide Installation – Operation – Maintenance document and/or the applicable equipment vendor’s instructions;
(x) maintenance and use of the System in proper operating conditions, including utilizing a functioning Uninterruptible Power Supply (UPS) and
operating in room reasonably free from dust and air particles; e.g. separate from key cutting machine, wood sawing or other adverse activity or matter
(i.e., temperature should not be over 122° or below 32° to operate, and humidity and power quality should be within manufacturer specifications), (y)
the absence of misuse, abuse or damage to, alteration or modification of, or tampering with, the System; (z) and use of the System in accordance
with all applicable laws and regulations. The warranty includes up to five (5) hours per year of Customer Hot Line Support; it does not cover supplies,
batteries, or shipping. During the Warranty Period, HandyTrac shall (at its election) either repair or replace affected equipment or software, or refund
all or a portion of amounts paid by Customer under this Agreement. Customer agrees it will provide labor to change out components and / or software
at site. Customer agrees that the foregoing constitutes its sole and exclusive remedy for breach of warranties made by HandyTrac under this
Agreement. Notwithstanding the foregoing, Customer acknowledge and agrees that the System may become obsolete or discontinued by HandyTrac.
HandyTrac reserves the right, upon at least sixty (60) days’ prior written notice, to designate the System or any component thereof as obsolete to
provide support, replacement parts or services for such obsolete or discontinued System or components. HandyTrac may, in its discretion, offer
commercially reasonable substitute or upgraded products for purchase in lieu of servicing obsolete or discontinued Systems, and any other warranty
with respect thereto shall be null and void. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT
EXPRESSLY SET FORTH HEREIN, AND HANDYTRAC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT
LIMITATION) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HandyTrac agrees to assign to
Customer any and all equipment warranties offered or made by the vendors of the Equipment, to the extent such warranties are assignable, and
Customer’s remedies for such third-party items shall be solely under the applicable vendor warranty.
10. INTELLECTUAL PROPERTY; HANDYTRAC TRADEMARK. Customer agrees that HandyTrac retains all right, title and interest in and to all
Intellectual Property Rights in and to the System, the Specifications, any technical documentation and usage guides and any and all related and
underlying technology and documentation, and any derivative works, modifications or improvements of the foregoing. Customer will not, and will not
permit any third party to, copy, reverse assemble, reverse compile, sublicense, sell, resell, rent, display, modify, create derivative works of, translate,
decompile, disassemble or otherwise translate reduce to human perceivable form the System or related materials (or any portion thereof).
“Intellectual Property Rights” means all intellectual property rights worldwide, existing under statute or at common law or equity, in force or
recognized now or in the future, including copyrights, trade secrets, trademarks, service marks, patents, rights in inventions, rights in designs, logos,
trade dress, moral rights, mask works rights, and any application or right to apply for any of the foregoing rights, and all renewals, extensions and
restorations. HandyTrac® is a registered trademark of HandyTrac. No right, license, or interest to such trademark is granted hereunder, and Customer
agrees that no such right, license or interest shall be asserted by it with respect to such trademark, and Customer shall not remove, alter, or obscure
any HandyTrac trademarks or proprietary notices on the System or related materials.
11. CONFIDENTIAL INFORMATION. Each party will keep confidential any non-public information disclosed by the other party that is marked confidential
or would reasonably be understood as confidential (“Confidential Information”), use such Confidential Information solely in its performance of this
Agreement, disclose such Confidential Information only to employees/contractors/advisors who need to know and are bound by similar obligations,
and protect such Confidential Information with at least reasonable care. Confidential Information excludes information that becomes public through
no fault of the receiving party, was already known, is independently developed, or is rightfully received from a third party. A party may disclose
Confidential Information (including, without limitation data relating to use of the System) to the extent required by law, regulation, court order or
subpoena, giving prompt notice where lawful. Upon written request, Confidential Information will be returned or destroyed, except that the receiving
party may retain copies of Confidential Information as required for routine backup, archival purposes or in compliance with applicable law, provided
that any such retained Confidential Information will remain subject to the confidentiality obligations set forth herein.
12. HANDYTRAC NOT AN INSURER / INDEMNITY. THE PARTIES ACKNOWLEDGE THAT HANDYTRAC IS NOT AN INSURER AND NO
INSURANCE IS PROVIDED UNDER THIS AGREEMENT; RISK OF LOSS FOR CUSTOMER PREMISES AND CONTENTS REMAINS WITH
CUSTOMER. Customer agrees to defend, indemnify and hold harmless HandyTrac (employees, distributors, agents and assigns) harmless against
all damages, causes of action (including attorneys’ fees), claims, losses, liabilities, penalties, personal injuries (including death), environmental
damages and tangible property damage caused by Customer’s negligence, strict liability, breach of warranty, breach of this Agreement, fault,
omissions or willful conduct arising, without limitation, from the installation, handling, transportation, modification, storage or use of the System.
13. LIMITATION OF LIABILITY. Customer agrees that HandyTrac’s cumulative liability for any claims, demands or actions arising out of or relating to
this Agreement, including any acts or omissions by HandyTrac or its representatives, shall not exceed the total amount paid by Customer under this
Agreement during the calendar year in which the claim arises. This limitation applies on an aggregate basis across this Agreement and all related
Purchase Orders. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,
OR EXEMPLARY DAMAGES OR LOST PROFITS, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF USE, BUSINESS
INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
14. SUBROGATION. Customer does hereby for itself and any parties claiming under it, release and discharge HandyTrac from and against all hazards
covered by Customer’s insurance, it being expressly understood and agreed that no insurance company or insurer will have any right of subrogation
against HandyTrac to the fullest extent permitted by law and only to the extent of, and limited to, the proceeds actually received by Customer under
such insurance.
15. COMPLIANCE WITH LAWS. Customer shall, in its performance of this Agreement and use of the System, comply with all applicable federal, state,
county, and municipal statutes, ordinances, and regulations, including without limitation, any licensing, bonding, and permit requirements.
16. FORCE MAJEURE. Customer acknowledges and agrees that HandyTrac shall not be responsible for damages or delay caused by force majeure or
other events beyond HandyTrac’s reasonable control and which could not have been reasonably anticipated or prevented. HandyTrac’s performance
shall be excused for the duration and to the extent of such event, and schedules shall be extended accordingly. HandyTrac will use commercially
reasonable efforts to mitigate the effects and will notify Customer of material delays.
17. GOVERNING LAW. This Agreement shall be construed in accordance with the internal laws of the State of Georgia without giving effect to any choice
or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated
hereunder shall be instituted exclusively in the state courts within the State of Georgia, and each Party irrevocably submits to the exclusive jurisdiction
of such courts in any such legal suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
18. MISCELLANEOUS. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may
assign this Agreement in its entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s
assets or voting securities to such party’s successor; and HandyTrac may assign this Agreement in its entirety to any affiliate. Subject to the foregoing,
this Agreement shall inure to the benefit of and be binding under the parties and their respective successors and permitted assigns. This Agreement
does not create an association, partnership, joint venture, trust, agency, or other relationship between any of the parties. Neither party will have the
right, power, or authority to obligate or bind the other in any manner whatsoever without such other’s prior written consent. Each party represents
and warrants that the execution of this Agreement by its permitted representative whose signature is set forth in the Purchase Order, and the delivery
of this Agreement by such party, has been duly authorized by all necessary action on the part of such party. Any term or condition of this Agreement
may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in writing. The
exercise by any Party of any remedy provided under this Agreement shall not prevent such Party from pursuing any other remedy. All notices,
requests, consents, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be: (a) personally delivered (including courier); or (b) sent by overnight mail with proof of delivery, and shall be deemed to have been
duly given when received. The covenants and agreements in this Agreement shall be construed as independent of one another. Any determination
(judicial or otherwise) nullifying any clause or provision herein shall not be deemed to nullify the balance of this Agreement, which shall remain in full
force and effect. This Agreement and any Purchase Order may be executed in counterparts, each of which shall be deemed a fully binding original
of the same instrument, and counterparts may be delivered by facsimile or other electronic transmission.