PriApps LLC — Equipment Loan Terms

1. Acceptance. These Terms apply to all equipment PriApps LLC, a Texas limited liability company ("PriApps") lends to a reseller, dealer or partner (the "Recipient") under a Loan Notice. The Recipient accepts these Terms by any of: accepting delivery of the equipment, whether shipped by PriApps or directly by a manufacturer or distributor on PriApps' behalf; keeping it beyond 5 business days after delivery; or installing, deploying or passing it to a customer. No signature is required. If the Recipient does not accept these Terms, it must refuse delivery or tell PriApps in writing within 5 business days of delivery and return the equipment unused at PriApps' cost.

2. Definitions. "Equipment" means the items listed in a Loan Notice, including cables, mounts and packaging. "Loan Notice" means PriApps' email or document identifying the Equipment, quantity, serial numbers (when known), Replacement Price, End Customer, Loan Period and Return Deadline. "End Customer" means the customer at which the Recipient may place the Equipment. "Replacement Price" means the per-unit price in the Loan Notice, or if none is stated, the manufacturer's current list price.

3. Use. The Recipient may use the Equipment only to install and evaluate PriApps products at the End Customer during the Loan Period. It may not sell, rent, lend to anyone else, pledge, modify or remove identifying labels from the Equipment.

4. Title. The Equipment remains PriApps' property at all times unless and until the Recipient pays for it under Section 7. Shipment directly from the manufacturer or distributor to the Recipient does not transfer title to the Recipient. The Recipient will keep the Equipment free of liens and tell anyone claiming it that it belongs to PriApps.

5. Risk and responsibility. The Recipient bears all risk of loss, theft or damage from delivery until PriApps receives the Equipment back. The Recipient is responsible for Equipment it places at an End Customer as if it were in the Recipient's own possession. Its obligations to PriApps do not depend on the End Customer returning the Equipment to it.

6. Return. The Recipient will return all Equipment, in the condition received apart from normal wear, so that PriApps receives it by the earliest of: (a) the Return Deadline in the Loan Notice; (b) 15 days after the End Customer decides not to proceed; or (c) 10 days after PriApps requests its return. PriApps will supply a prepaid return label on request. Equipment the End Customer buys through the Recipient under a separate order is treated as returned once that order is invoiced.

7. Failure to return — deemed purchase. Any unit PriApps has not received by the deadline in Section 6, or that the Recipient reports lost, stolen or damaged beyond repair, is deemed purchased by the Recipient at the Replacement Price. PriApps may invoice it immediately. The Recipient will pay within 30 days of the invoice date. Units returned damaged may be invoiced at the lower of the repair cost or the Replacement Price. The Replacement Price is a pre-agreed amount reflecting the Equipment's value to PriApps and applies whatever PriApps paid to acquire the Equipment, including where it was supplied to PriApps at no charge.

8. Payment terms. Amounts are in US dollars, exclusive of applicable taxes. Overdue amounts bear interest at 1.5% per month or the maximum lawful rate, if lower. The Recipient will pay PriApps' reasonable costs of collection, including attorneys' fees. The Recipient may not set off amounts it claims PriApps owes it. Title to a deemed-purchased unit passes to the Recipient on payment in full.

9. Notice of loss. The Recipient will tell PriApps in writing within 5 business days of learning that any Equipment is lost, stolen or damaged.

10. Extensions. A Loan Period or Return Deadline can be extended only by PriApps in writing; email from PriApps' account manager is enough.

11. No warranty; PriApps' liability. The Equipment is lent as is. PriApps will replace units that fail in normal use during the Loan Period. PriApps is not liable for indirect or consequential loss, and its total liability under these Terms is limited to the Replacement Price of the affected Equipment.

12. Precedence. These Terms and the Loan Notice are the entire terms of each loan. A Loan Notice prevails over these Terms only for the items it lists. These Terms prevail over any purchase order, acknowledgement or other terms of the Recipient, which are rejected.

13. Changes. PriApps may update these Terms by publishing a new version. A new version applies only to loans notified after its effective date.

14. Notices. Notices to PriApps must be sent to legal@priapps.com, with any postal copy to PriApps LLC, PO Box 161206, Austin TX 78716. Email notice is effective on confirmation of receipt. Notices to the Recipient may be sent by email to the contact in the Loan Notice.

15. Law and venue. Texas law governs these Terms. The state and federal courts in Travis County, Texas have exclusive jurisdiction, except that PriApps may also bring a claim for payment where the Recipient is located.