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APERIA TECHNOLOGIES, INC.
MASTER TERMS


These Master Terms and relevant warranty, services and other terms cited herein
(or in the Sales Quote as defined below) at various embedded URLs (collectively
with the relevant Sales Quote, the “Terms”)permit the particular Customer
identified on the Sales Quote attached or referring to these Master Terms to
purchase (or lease) hardware products (“Products”) and/or obtain on-line
services and/or related services (“Services”) from Aperia Technologies, Inc.
(“Aperia”), in each case for support of its internal operations. The Terms set forth
the terms and conditions under which the relevant products and Services will be
provided. Customer and Aperia may be referred to herein as “Party” or “Parties.”

1.   Sales Quote.The “Sales Quote” is an Aperia-generated document executed
by Customer and accepted by Aperia (in each case in writing or electronically)
that sets forth particular Products and/or Services being acquired by Customer
from Aperia, the amounts to be paid by Customer to Aperia in connection
therewith and certain other terms. Sales Quotes may be amended or
supplemented in writing or electronically by mutual agreement to add or delete
items and terms. In the event that Customer provides any purchase order, terms,
and conditions, or similar document to purchase or lease products or obtain
Services, the Terms will supersede same, whether or not the relevant Sales
Quote precedes or is subsequent to same, except as specifically referenced in
the Sales Quote.

2.   Financial and Payment Matters

2.1   Invoices and Payment Terms. Amounts payable by Customer are as set
forth in the applicable Sales Quote. Except as set forth in the Sales Quote,
Aperia will invoice the Customer for amounts due. Amounts are due net 30 days
from the invoice date and payments will be made without abatement, deduction,
or setoff. Amounts may be paid through an Aperia-approved automatic payment
process. No refunds of any deposits or prepaid fees will be given in the event of
early termination by Customer or termination by Aperia for breach by Customer.

2.2   Taxes. Except for taxes based on Aperia’s net income, amounts payable per
the Sales Quote by Customer do not include any sales, use, excise, privilege, or
other taxes or assessments imposed or levied at any time by or under the
authority of any federal, state, or local law, rule, or regulation(“Taxes”), all of
which are the responsibility of, and will be paid by, Customer. If Aperia pays any
such Taxes, Customer will, upon demand (including upon invoice from Aperia for

Taxes that Aperia is required to collect and remit), reimburse Aperia for such
amounts.

2.3   Overdue Charges. Amounts unpaid when due will accrue overdue charges
at the rate of 1.5% of the outstanding balance per month, or the maximum rate
permitted by law, whichever is lower, from the date such payment was due until
the date paid. Aperia may condition future Services renewals and Sales Quotes
on payment terms shorter than those specified in Section 2.1.
2.4   Suspension of Service. If any amount owed by Customer under the Terms is
overdue, Aperia may, without limiting its other rights and remedies, suspend
Services to Customer. Aperia will not exercise its rights under this Section 2.4 so
long as Customer promptly notices Aperia of the disputed charges, the applicable
charges are under good faith dispute and Customer is cooperating diligently to
resolve the dispute.

3.   Certain Hardware Terms

3.1   Delivery and Installation, etc. of Product. For Product and other items
purchased or leased hereunder, all shipping and delivery dates are estimated
and assume prompt receipt of all necessary information from Customer. Aperia
will not be liable for any claim, loss, expense, or damage of any kind whatsoever
for delays in delivery. Product(s) and other items will be shipped ExWorks (per
Incoterms 2020) Aperia’s facility or Aperia-designated logistics partner (as
applicable) in California, whereupon title to Products and other items that have
been purchased by Customer will pass to Customer. The customer takes
complete responsibility to properly installing and maintaining Products and other
items in accordance with instructions provided by Aperia from time to time.

3.2   Limited Warranty. As to Products that are Halo® tire inflator products or that
are hardware elements (such as gateways and sensors) of the Halo Connect™
Tire Management Service, the Terms will include the terms and conditions set
forth in the APERIA LIMITED HARDWARE WARRANTY FOR HALO® TIRE
INFLATOR FOR HARDWARE ELEMENTS OF THE HALO CONNECT™TIRE
MANAGEMENT SERVICE located at www.aperiatech.com/hardware_warranty,
as such Limited Hardware Warranty may be amended from time to time by
Aperia.

3.3   Product Changes. Aperia reserves the right, at any time, to make any
changes in the design or specification of Products and other items. No such
change will create any Aperia obligation to replace or make equivalent changes
in Products or other items previously provided by Aperia to the Customer.

4.   Certain Services Terms. As to the Halo Connect Tire Management Service,
the Terms will include the terms and conditions set forth in the APERIA SERVICE
TERMS FOR HALO CONNECT™ TIRE MANAGEMENT SERVICE located
at www.aperiatech.com/service_terms, as such Service Terms may be amended
from time to time by Aperia.

5.   Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS,
APERIA MAKES NO WARRANTIES OF ANY KIND WHATSOEVER,
EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE
QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR
PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN
THE TRADE OR BY COURSE OF DEALING, TO THE MAXIMUM EXTENT
ALLOWED UNDER APPLICABLE LAW. IF, FOR ANY REASON, ANY SUCH
WARRANTIES CAN NOT BE DISCLAIMED, THEY ARE LIMITED IN DURATION
TO THE RELEVANT WARRANTY PERIOD AND IN SCOPE TO THE MAXIMUM
EXTENT PERMITTED. ANY AND ALL WARRANTIES WILL APPLY ONLY TO
THE CUSTOMER (AND NOT ANY SUCCESSOR).

6.   Limitation of Liability. IN NO EVENT WILL APERIA AND ITS
DISTRIBUTORS, AND ITS AND THEIR OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS, BE LIABLE FOR ANY LOSS OF USE, LOST
PROFITS, DAMAGE TO PROPERTY, BODILY INJURY, DEATH OR OTHER
INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR
EXEMPLARY DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, AND WHETHER OR NOT ANY REMEDY PROVIDED
SHOULD FAIL OF ITS ESSENTIAL PURPOSE.

7.   Indemnification

7.1   Indemnification by Aperia.

7.1.1   If a third party makes a claim against Customer that permitted use under
the Terms of a Product or Service infringes its Intellectual Property Rights under
United States law (a “Claim”), Aperia will defend Customer against the Claim and
indemnify and hold harmless Customer from any associated damages and
expenses awarded by the court (or other tribunal) to such third party or any
payments under a settlement agreed to by Aperia, provided that Customer (i)
gives Aperia prompt written notice of any such Claim, (ii) permits Aperia to
control and direct the defense or settlement of any such Claim, and (iii) provides

Aperia all reasonable assistance in connection with the defense or settlement of
any such Claim; provided that failure to provide the notice specified in (i) above
will relieve Aperia from its liability or obligation hereunder only to the extent of
any material prejudice directly resulting from such failure; and provided, further,
that Aperia will not agree to any settlement or compromise under (ii) above that
would require Customer to make any payments, bear any obligations, or admit
any liability unless Aperia obtains Customer’s prior written approval, which
approval will not be unreasonably withheld. Customer may participate with Aperia
in the defense of any Claims by counsel of its own choosing, at its cost and
expense.

7.1.2   Should a product or Service become, or in Aperia’s opinion be likely to
become, permanently enjoined by reason of a third party’s Claim, or should
Aperia determine that a Product or Service likely infringes Intellectual Property
Rights under United States law of a third party, Aperia will, at Aperia’s sole
expense: (i) procure for Customer the right to continue to use the Product or
Service as contemplated hereunder, (ii) modify the Product or Service to
eliminate any infringement that might result from its use hereunder, or (iii) provide
a replacement product or Service with a functionally equivalent non-infringing
product or service.In lieu of the foregoing, Aperia will have the right, at its sole
option, to refund a prorated portion (based on the remaining term of the Warranty
Period) of the purchase price paid to Aperia (in the case of purchased Product or
other item) or release Customer from further rental or services payment
obligations (in the case of leased Product or Services) with respect to the
infringing Product or Service, in which case Customer will cease use of such
Product or Aperia will cease making such Service available.

7.1.3   Notwithstanding the foregoing, Aperia will have no obligations under this
Section 7.1 to the extent any Claim is based upon or arises out of (i) any
modification or alteration to the Product or Service not approved by Aperia, (ii)
any combination or use of the Product or Service with products or services not
supplied by Aperia or approved in writing by Aperia in advance of such
combination, (iii) use of the Product or Service not in compliance with all
instructions, manuals and other documentation provided by Aperia or its
designee, or (iv) use of a version of the Product which has been superseded, if
the infringement claim could have been avoided by using a current version of the
Product that was made available to Customer.

7.1.4   This Section 7.1 provides Customer’s exclusive remedy for any
infringement claims or damages.

7.2   Indemnification by Customer. Except as set forth in Section 7.1, if a third
party makes a claim against Aperia arising out of or related to use of a Product or
Service by Customer, Customer will defend Aperia (including its affiliates and its
and their directors, officers, employees and agents) against such claim and
indemnify and hold harmless Aperia (including its affiliates and its and their
directors, officers, employees and agents) from any associated damages and
expenses awarded by the court (or other tribunal) to such third party or any
payments under a settlement agreed to by Customer, provided that Aperia (i)
gives Customer prompt written notice of any such claim, (ii) permits Customer to
control and direct the defense or settlement of any such claim, and (iii) provides
Customer all reasonable assistance in connection with the defense or settlement
of any such claim; provided that failure to provide the notice specified in (i) above
will relieve Customer from its liability or obligation hereunder only to the extent of
any material prejudice directly resulting from such failure; and provided, further,
that Customer will not agree to any settlement or compromise under (ii) above
that would require Aperia to make any payments, bear any obligations, or admit
any liability unless Customer obtains Aperia’s prior written approval, which
approval will not be unreasonably withheld. Aperia may participate with Customer
in the defense of any such claims by counsel of its own choosing, at its cost and
expense.

8.   Certain Intellectual Property Matters

8.1   Generated Data.

8.1.1   “Generated Data” means any data of any type provided by Customer to
Aperia or generated by or captured through the use of a Product or Service,
including but not limited to tire inflation and other truck, trailer or tire data.

8.1.2   Aperia is expressly authorized to capture, record and store generated
Data and use same for the purposes of providing Services to Customer, for the
purposes of improving the products and services that it offers from time to time,
and for any other purposes on an anonymized basis in perpetuity.
Notwithstanding the foregoing, Aperia will comply with the Aperia Data Privacy
Policy referred to below and, without authorization from the Customer, Aperia will
not disclose or use Generated Data in such a manner as to publicly reveal truck
or trailer-specific information, such as GPS locations, routes or load weights of
trucks and trailers, in a manner that is identified or readily identifiable to
Customer. Customer will limit its use of any Generated Data to which it might
obtain access to the support of its internal operations.

8.2   Intellectual Property Ownership and Rights. By reason of the Terms,
Customer will obtain no ownership in any Intellectual Property Rights of Aperia
(including Intellectual Property Rights developed by Aperia jointly with Customer
in the course of providing the Products or Services; Customer hereby assigns to
Aperia all of its rights in same), nor any rights to practice or use Intellectual
Property Rights of Aperia other than as expressly set forth in the Terms. If
Customer provides any suggestions or other feedback to Aperia with respect to
any Product, Service or any other aspect of Aperia’s business, Aperia will be free
to act on such suggestions or feedback with no obligation or liability to Customer.

8.3   Confidential Information of Aperia. Customer agrees to keep confidential
and use only for the purposes of use of the Products and Services in support of
its internal operations all confidential information of Aperia to the extent that such
information is identified by Aperia as confidential or should reasonably be
understood by Customer to be confidential information of Aperia (“Confidential
Information”). The Sales Quote and algorithms forming part of the Halo Connect
Tire Management Service, without limitation, are deemed to be Confidential
Information. Customer’s obligations under this Section 8.3 will not apply to
information (i) which Customer can document was rightfully in its possession or
known to it prior to its receipt of same; (ii) from and after the date it has become
public knowledge through no fault of Customer; (iii) from and after the date
obtained by Customer from a third party without breach of any confidentiality
obligation; or (iv) from and after the date independently developed by Customer
without the use of Confidential Information, as demonstrated by tangible
evidence. The foregoing will not prevent disclosure to the extent required
pursuant to applicable regulation, law or court order (but only to the minimum
extent required to comply with such regulation or order and with reasonable
advance notice to Aperia). Customer acknowledges that disclosure or use of
Confidential Information in violation of this Section 8.3will cause substantial harm
to Aperia for which damages alone will not be a sufficient remedy, and that
Aperia will be entitled to appropriate equitable relief (without being required to
post a bond or other security) in addition to whatever other remedies it might
have at law.

8.4   Return of Materials. Upon reasonable request by Aperia, Customer will
promptly destroy or (if specifically requested) return to Aperia all documents or
materials (and all copies thereof) of any nature in Customer’s possession,
custody or control that contain Confidential Information.

8.5   Definition. “Intellectual Property Rights” means any and all right, title and
interests in and to any and all trade secrets, patents, copyrights, service marks,
trademarks, know-how, trade names, rights in trade dress and packaging, moral

rights, rights of privacy, publicity and similar rights of any type, including any
applications, continuations or other registrations with respect to any of the
foregoing, under the laws or regulations of any foreign or domestic governmental,
regulatory or judicial authority.

  1. Content

Users acknowledge and agree that the Services provided by Aperia are designed
for a purpose serving a particular community and interest and that any Content
submitted must conform to such purpose.
Submission of Content. Some areas of the Services may allow you and other
users to post content, comments, questions, and other information (your
“Content”). You acknowledge and agree that your communications with other
users or members via chats, conferences, bulletin boards, blogs, posts and any
other publicly accessible avenues of communication through the Services are
public and not private communications. Therefore, we strongly encourage you to
use caution before disclosing any personal information about yourself in your
public communications. You are solely responsible for the Content that you
upload, publish, display, link to or otherwise make available on or through the
Services. You understand and agree that all Content publicly posted or privately
transmitted through the Services is the sole responsibility of the person from
whom such content originated and that we will not be liable for any errors or
omissions in any such Content. You further understand and agree that we cannot
guarantee the identity of other users with whom you may interact in the course of
using the Services or the data that any such user may provide about themselves.

We reserve the right to refuse to transmit or post, and to disclose, block or
remove any Content or materials, including but not limited to, your Content, in
whole or in part, that we in our discretion deem to be in violation of this
Agreement, our policies and procedures, or otherwise harmful to persons using
the Services. In addition, we may also take reasonable steps, including but not
limited to, limiting or filtering the number of emails, chat messages or posts sent
or received by a user. We are not obligated in any way to use your Content.

9.2 Your Representations and Warranties about Your Content. By posting
Content on or through the Services, you represent and warrant that:

(i) None of us, our customers, licensees or business partners shall be required to
make any payments with respect to your Content, including but not limited to,
payments to you, third parties, music publishers, mechanical rights agents,

performance rights societies, union guilds or your licensors or any persons who
contributed to or appear in your Content;

(ii) You have full right, power and authority to post your Content and have
secured all third-party consents, licenses and permissions necessary to post your
Content and grant to us the rights and licenses described below; and

(iii) your Content (a) is not defamatory; (b) does not infringe upon, misappropriate
or violate the rights of any third party, including but not limited to, any intellectual
property rights, rights of publicity or any other privacy or proprietary rights; and
(c) does not violate and law, rule, regulation or ordinance.

9.3 Rights in Content. By uploading, making available or submitting Content, you
grant us and our business partners and affiliates a royal-free, perpetual,
irrevocable, worldwide, assignable and transferrable right and license to quote,
re-post, use, copy, reproduce, modify, create derivative works of, incorporate into
other works, distribute, transmit, broadcast, communicate, publicly display,
publicly perform and otherwise exploit your Content in any form or media now
known or hereafter created, anywhere, and without any notice or compensation
to you of any kind. In addition, you grant each user of the Services a non-
exclusive license to use, modify, reproduce, distribute, prepare derivative works
of, display and perform any Content as allowed by the functionality of the
Services. You hereby grant us and other users of the Services all consents, rights
and clearances to enable us to use your Content for these purposes. Without
limiting the foregoing, we may:

(i) Host your Content on our servers and those of our third-party service
providers that we have engaged to host the Services and display your Content, in
whole or in part, alone or in compilation with content provided by third parties, to
other users of the Services;

(ii) Re-encode your Content as needed to be compatible with different mobile
phones which may degrade the sound quality of your music and/or video files;

(iii) Edit your Content to ensure that it complies with our policies and guidelines;
and

(iv) Use any trademarks, service marks or trade names incorporated into your
Content and the likeness of any individual whose performances or image is
contained in your Content.

  1. Copyrights; DMCA Notification

We may, in our sole discretion, remove any Content that appears to infringe on
the intellectual property rights of others or that is violation of this Agreement. It is
our policy to respond to and investigate claims of copyright and other intellectual
property infringement. We have a policy of terminating access to the Services by
users who are repeat infringers.
You may notify us of alleged copyright infringement in accordance with the Digital
Millennium Copyright Act (the “DMCA”). We will respond expeditiously to notices
of alleged infringement sent pursuant to the DMCA.
In order to notify us of a copyright infringement claim pursuant to the DMCA, you
must provide:

(i) a physical or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed;

(ii) identification of the copyrighted work claimed to have been infringed, or, if
multiple copyrighted works on the Service are covered by a single notification, a
representative list of such works;

(iii) a description of the material that is claimed to be infringing or to be the
subject of infringing activity, and information reasonably sufficient to permit us to
locate the material, including a URL address;

(iv) your address, telephone number and email address;

(v) a statement by you that you have a good faith belief that use of the material in
the manner complained of is not authorized by the copyright owner, its agent, or
the law; and

(vi) a statement made under penalty of perjury by you that the information in the
notification is accurate, and that you are authorized to act on behalf of the owner
of the copyright involved.
The notice described above should be sent our designated copyright agent
below. If you fail to comply with all of the requirements described above, your
DMCA notice may not be valid.

Aperia Designated Agent

Aperia Technologies, Inc.
3160 Corporate Place
Hayward, CA 94545
Phone: (844) 786-4256
Email: bill.hoover@aperiatech.com

If you believe that any Content or material that was removed (or to which access
was disabled) is not infringing, or you have the right to post and use such
Content or material from the copyright owner, the copyright owner’s agent, or
pursuant to applicable law, you must send a counter notice containing the
following information to our designated copyright agent listed above.

(i) a physical or electronic signature of you or the person authorized to act on
behalf of the owner of the exclusive right that is alleged to have been infringed;

(ii) identification of the copyrighted work that has been removed or blocked or to
which access has been disabled;

(iii) the location at which the allegedly infringing material appeared before it was
removed or disabled, including a URL address;

(iv) your address, telephone number and email address;

(v) a statement by you that you have a good faith belief that the material removed
or disabled was the result of a mistake or misidentification of the material; and

(vi) a statement made under penalty of perjury by you that the information in the
notification is accurate, and that you are authorized to act on behalf of the owner
of the copyright involved.

If a counter-notice is received by our designated copyright agent at the address
above, we may send a notice to the complaining party that the removed material
will be restored or we will cease disabling it in ten (10) business days. Unless the
copyright owner files an action seeking a court order against the content provider,
member or user, the removed material may be replaced or access to it restored

within ten (10) to fourteen (14) business days or more after receipt of the
counter-notice, at our discretion.

  1. Feedback Submissions and Customer Support

We welcome your feedback. However, you agree that Aperia is free to use any
comments, information, ideas, concepts, reviewers, techniques, or any other
material contained in any communication you may send to us, worldwide and in
perpetuity without acknowledgment, compensation, or payment to you in any
manner and for any purpose, including to improve the Services and create other
products and services. If you need assistance or have questions, you may
contact us at info@aperiatech.com.

12.   Lease Terms

12.1   Applicability. This Section 12 will only apply to Products leased hereunder
and to hardware elements provided as part of Services without passage of title to
Customer (each, “Leased Hardware”).

12.2   Lease. Particular items of Leased Hardware are leased by Aperia to
Customer for the relevant lease term. Customer is responsible for all costs of
maintenance and repair (except as expressly provided in the Terms), installation,
de-installation, and packaging and freight (for return to Aperia of Leased
Hardware at the end of the relevant lease term).

12.3   Lease Term. The lease term for Product leased hereunder will be as set
forth in the relevant Sales Quote. The lease term for hardware elements of
Services will be the Service Term set forth in the relevant Sales Quote. Except as
set forth in the relevant Sales Quote, Customer will not have the option to acquire
title to the Leased Hardware.

12.4   Use. Customer will use the Leased Hardware solely in support of its
operations within the United States and Canada, and will not sublease or transfer
Leased Hardware. Customer will not move Leased Hardware to a different truck
or trailer without notifying Aperia.

12.5   Lease Payments. Lease payments for Product leased hereunder will be as
set forth in the relevant Sales Quote. Lease payments for hardware elements of
Services will be part of the service fee paid by Customer for access to the
Services. Lease payments are due even if Leased Hardware has been lost or
damaged.

12.6   Alterations. Customer will not make any alterations, additions or
improvements to the Leased Hardware.

12.7   Loss and Damage. Customer assumes and will bear the risk of loss and
damage to the Leased Hardware from any and every cause whatsoever, whether
or not insured. The Sales Quote may include the casualty value amount to be
paid in connection with lost or damaged Leased Hardware.

12.8   Surrender. Upon expiration of the relevant lease term, Customer promptly
will return to Aperia, as instructed by Aperia, the relevant Leased Hardware in
good repair, condition and working order, ordinary wear and tear resulting from
proper use thereof alone excepted.

12.9   No Encumbrance. Customer will not encumber or grant to any third party
any lien, security interest or other interest in the Leased Hardware. Customer will
not remove or obscure any marking on Leased Hardware that indicates Aperia’s
ownership thereof.

13.   General

13.1   Assignment. The Terms will bind and inure to the benefit of each of
Customer’s and Aperia’s permitted successors and assigns. Neither party will
assign the Terms (or any part thereof or rights therein) without the prior written
consent of the other party, except that either party may assign the Terms in
connection with a merger, reorganization, acquisition or other transfer of all or
substantially all of its assets and/or voting securities. Any attempt to transfer or
assign the Terms except as expressly authorized under this Section 10.1 will be
null and void.

13.2   Severability. If any provision of the Terms is adjudged by an arbitrator or
any court of competent jurisdiction to be unenforceable or invalid, that provision
will be limited to the minimum extent necessary so that the Terms will otherwise
remain in effect.

13.3   Governing Law; Attorneys’ Fees. The Terms and all related actions and
proceedings will be governed by and interpreted in accordance with the
substantive laws of the State of California without regard to conflict of laws
principles and without regard to the United Nations Convention on the
International Sale of Goods. In the event of any suit, action, or proceeding
brought by any Party arising from the Terms, the prevailing Party shall be entitled
to reasonable attorney’s fees in addition to court costs, expert fees, and other

expenses of litigation in said action or proceeding. The exclusive jurisdiction for
any claim or controversy arising out of or relating to the terms shall be in the
state and federal courts located in the County of San Francisco, California and
each party hereto irrevocably waives any objection it may now or hereafter have
as to the venue of any such suit, action or proceeding brought in such a court or
that such court is an inconvenient forum.

13.4   Notices. Any notice hereunder by a party will be in writing to the notice
address provided by the other party or otherwise reasonably in the records of
such party(with a copy sent to the email address of the other party as set forth in
the Sales Quote) and will be deemed given:(i) upon receipt if by personal
delivery; (ii) upon receipt if sent by certified or registered U.S. Mail (return receipt
requested); or (iii) one (1) business day after it is sent if by next day delivery by a
major commercial delivery service.

13.5   Amendments; Waivers. No supplement, modification, or amendment of the
Terms will be binding unless executed in writing or electronically by a duly
authorized representative of each party to the Terms. No waiver will be implied
from conduct or failure to enforce or exercise rights under the Terms, nor will any
waiver be effective unless in writing signed by a duly authorized representative
on behalf of the party claimed to have waived.

13.6   Entire Agreement. The Terms, along with the Aperia Data Privacy Policy
(as set forth at www.aperiatech.com/data_privacy, as amended from time to time
by Aperia), represent the final and complete understanding and agreement of
Aperia and Customer with respect to the relevant Products and Services,
superseding all other agreements, understandings, representations, and
negotiations concerning such subject matter. Customer will be deemed to have
agreed to the Terms when Customer acknowledges its agreement to the Sales
Quote or when Customer accepts or commences use of any relevant Product or
Services. Aperia may amend these Terms, prospectively, from time to time upon
notice to Customer. There are no third-party beneficiaries of the Terms.

13.8   Force Majeure. Aperia’s performance or delay in performance of the Terms
will be excused without liability of Aperia to the extent that it is unable to perform
or its performance is delayed due to natural disasters, terrorism, riots,
insurrection, war, extraordinary governmental action, material labor strikes or
disputes, pandemic, disease, quarantine, adverse weather, civil commotion,
accident, supply shortages, governmental action or any other cause which is
beyond the reasonable control of Aperia(a “Force Majeure Event”). Following the
occurrence of a Force Majeure Event, Aperia will promptly notify the Customer,

including an estimate of its expected duration and probable impact on
performance by Aperia.

13.9   Order of Precedence. If a provision of the sales Quote conflicts with a
provision in the balance of the Terms, the provision in the Sales Quote will
prevail. Otherwise, the order of precedence is as follows: (i) these Master Terms,
(ii) the Limited Hardware Warranty and/or the Aperia Services Terms, as
applicable; and (iii) the Aperia Data Privacy Policy.

November 2023