HARDWARE-AS-A-SERVICE (HaaS / TaaS) ADDENDUM

This Hardware-as-a-Service Addendum (“Addendum”) is incorporated into and made part of the Master Services Agreement (“Agreement”) between IMPACT Technology Group, Inc. (“IMPACT”) and Client. Capitalized terms have the meaning defined in the Agreement unless otherwise stated.

1. PURPOSE OF THIS ADDENDUM

This Addendum governs all Hardware-as-a-Service (“HaaS”), Technology-as-a-Service (“TaaS”), device leasing, subscription hardware, or device rental programs provided by IMPACT.

This Addendum:

Defines ownership and usage rights
Establishes replacement, repair, and liability rules
Specifies early-termination obligations
Controls return requirements and associated fees
Clarifies that the hardware remains IMPACT’s property at all times

2. SCOPE OF SERVICE

HaaS/TaaS may include:

Workstations
Laptops
Servers
Firewalls
Wireless access points
Switches
VoIP phones
Security appliances
Storage devices
Backup appliances
End-user devices
Networking equipment

Equipment covered under a HaaS/TaaS Order is collectively referred to as “Subscribed Equipment.”

IMPACT will:

Procure the equipment
Configure it
Deploy it
Manage it
Repair or replace it (subject to conditions below)

3. TERM OF SERVICE

The term is defined in the applicable Order. Unless stated otherwise:

The term matches the useful life of the hardware selected.
Typical terms range from 36 to 60 months.
At the end of term, Client must either:
- renew the subscription,
- upgrade to newer equipment, or
- return all Subscribed Equipment in good working condition.

Automatic renewals follow the MSA Section 4.2.

4. OWNERSHIP OF EQUIPMENT

4.1 IMPACT Ownership

All Subscribed Equipment remains the sole property of IMPACT at all times, regardless of:

fees paid
term duration
depreciation
modifications by Client

Client receives no ownership interest in the equipment unless explicitly purchased under a separate Order.

Ownership may also transfer as expressly provided in Section 12.4 (Failure to Return).

4.2 UCC Protections

The Parties intend that the relationship between IMPACT and Client with respect to Subscribed Equipment is a service subscription and not a sale of goods under UCC Article 2. To the extent any court or governmental authority characterizes the relationship as a lease, the Parties intend that IMPACT remains the owner-lessor of Subscribed Equipment.

IMPACT may file precautionary financing statements under UCC § 9-505 (or analogous state-law equivalents) to provide notice of IMPACT's ownership of Subscribed Equipment. Such filings shall not constitute or be construed as creating a security interest in favor of Client.

5. CLIENT RESPONSIBILITIES

Client must:

Use the equipment only at approved locations.
Maintain the equipment in good working condition.
Protect equipment from misuse, negligence, or physical damage.
Follow all environmental and operating requirements.
Ensure no unauthorized individual repairs, services, or opens the equipment.
Maintain IMPACT’s monitoring and management agents.
Prevent equipment from being moved, relocated, or re-purposed without IMPACT approval.
Notify IMPACT immediately of any loss, damage, theft, malfunction, or suspected tampering.

Failure to follow these rules voids IMPACT's repair and replacement obligation under Section 8.1, voids any Service Level Targets applicable to the underlying service line for which the Subscribed Equipment is provided, and imposes liability for replacement, repair, or service costs.

6. LOSS, DAMAGE, THEFT, AND REPLACEMENT

6.1 Client Liability for Physical Loss or Damage

Client is financially responsible for:

theft
accidental damage
intentional damage
fire/water/environmental damage
electrical surge or brown-out
liquid intrusion
misuse or mishandling
unapproved modifications

6.2 Replacement Cost

If equipment is lost, stolen, destroyed, or damaged beyond economic repair, Client must pay:

The full current replacement value of the Subscribed Equipment, PLUS:
all subscription fees through the end of the term.

6.3 Repairs

If equipment requires repair due to Client misuse, accidental damage, or non-warranty conditions:

Client pays all repair fees
Client pays for shipping/logistics
A temporary loaner may be offered at IMPACT’s discretion

7. PROHIBITED ACTIONS

Client may not:

attempt repairs
install unsupported firmware
factory reset devices
remove or bypass IMPACT management agents
relocate equipment between sites without authorization
connect Subscribed Equipment to unmanaged or insecure environments
use equipment for non-business purposes
allow third parties to connect to or modify equipment

Any violation voids IMPACT's repair and replacement obligation under Section 8.1, voids any Service Level Targets applicable to the underlying service line, and may result in immediate service suspension.

8. SERVICE, REPAIRS & REPLACEMENTS

8.1 Standard Repairs and Replacement

(a) Coverage. IMPACT covers repair or replacement of Subscribed Equipment for failures arising from normal wear and tear, subject to this Section 8 and to Sections 6, 7, and 10.

(b) Warranty-bounded; IMPACT procurement obligation. IMPACT shall procure, and maintain in effect for the stated term of the applicable Order, manufacturer warranty coverage or extended or third-party warranty coverage approved by IMPACT for each item of Subscribed Equipment, against which IMPACT or Client may make a claim. IMPACT's obligation under subsection (a) exists only to the extent such coverage is in effect at the time of failure. Where warranty coverage coextensive with the Order term is not commercially available for a given item, IMPACT shall identify that item and its warranty expiration date in the applicable Order, and IMPACT's obligation under subsection (a) as to that item ends on that date. Where no warranty is in effect for an item, any repair or replacement requested by Client is chargeable at IMPACT's then-current rates or as Project work under Section 16.

(c) Useful-life limit. IMPACT's obligation under subsection (a) terminates as to any item of Subscribed Equipment upon the earlier of the expiration of the applicable warranty under subsection (b) or the End-of-Life or End-of-Support date for that item, as those terms are defined in MSA Sections 1.15 and 1.16. Section 10 governs refresh, upgrade, and replacement of equipment reaching End-of-Life.

(d) Repair before replacement; repeat-failure trigger. IMPACT may satisfy its obligation under subsection (a) by repair or by replacement, at IMPACT's election. Where the same item of Subscribed Equipment experiences a fourth failure attributable to the same root cause within any rolling twelve (12) month period, IMPACT shall replace that item rather than repair it. IMPACT determines root cause in its reasonable discretion. Failures chargeable to Client under Section 8.2, Section 6, or Section 7 do not count toward the failure count under this subsection.

(e) Replacement equipment. Equipment provided as a replacement under this Section may be new or refurbished and of the same or functionally equivalent specification, at IMPACT's election. Replacement equipment constitutes Subscribed Equipment under this Addendum. Replacement does not restart, extend, or alter the term of the applicable Order and does not change the subscription fee. Warranty coverage for replacement equipment is governed by subsection (b).

8.2 Non-Standard Repairs

Client pays for repairs due to:

misuse
negligence
improper environment
physical damage
unauthorized modifications

8.3 Replacement Timeframes

Replacement time frames depend on vendor availability, and are not guaranteed.

9. INSURANCE REQUIREMENTS

Client must maintain commercial property insurance covering Subscribed Equipment in Client's possession against:

theft;
fire;
vandalism;
environmental damage;
accidental damage;
electrical or surge damage.

The general insurance requirements set forth in MSA Section 19 apply in addition to this Section. IMPACT may request proof of insurance pursuant to MSA Section 19.4. If Client lacks compliant insurance, Client assumes all financial liability for replacement or repair of Subscribed Equipment, in addition to other remedies available to IMPACT under this Addendum and the MSA.

10. UPGRADES, REFRESHES & END-OF-LIFE

IMPACT may, during or at the end of the Term:

refresh equipment
upgrade equipment
replace obsolete hardware
discontinue support for outdated models

Client agrees to cooperate with required upgrades.

Where an item of Subscribed Equipment reaches End-of-Life or End-of-Support, IMPACT's repair and replacement obligation under Section 8.1 terminates as to that item, and refresh or replacement is governed by this Section 10 and the applicable Order.

11. EARLY TERMINATION

11.1 Early Termination Fee.

Where Client terminates a HaaS/TaaS Order prior to the end of its stated term for any reason other than IMPACT's uncured material breach, Client shall pay, on or before the effective date of termination:

all remaining HaaS/TaaS subscription fees due under the Order through the end of the then-current term, consistent with MSA Section 4.3(a); and
all other amounts then due and owing under the Order.

11.2 Return of Equipment.

Termination of a HaaS/TaaS Order does not transfer ownership of Subscribed Equipment to Client. Upon any early termination, Client shall return all Subscribed Equipment to IMPACT in accordance with Section 12 (Equipment Returns). Client's payment of the early termination fee under Section 11.1 does not relieve Client of its return obligations under Section 12 and does not constitute a purchase of the Subscribed Equipment.

11.3 Cumulative Remedies.

The early termination obligations set forth in this Section 11 are in addition to, and not in lieu of, any other remedies available to IMPACT under this Addendum, the MSA, and applicable law, including without limitation IMPACT's right to declare a default and pursue all available remedies.

12. EQUIPMENT RETURNS

12.1 Return Obligation and Timing.

Subscribed Equipment remains IMPACT's property at all times and must be returned to IMPACT upon the expiration or termination of the applicable HaaS/TaaS Order, whether at end of term (as provided in Section 3), upon early termination (as provided in Section 11), or otherwise. Unless a different period is specified in the applicable Order or in IMPACT's return instructions, Client shall return all Subscribed Equipment within ten (10) business days after the effective date of expiration or termination, at Client's expense and in accordance with IMPACT's return instructions.

12.2 Return Condition.

Subscribed Equipment returned under this Addendum must be:

functional and in good working order, ordinary wear and tear excepted;
complete, including all power supplies, mounts, brackets, cables, licenses, and accessories originally provided by IMPACT;
free of physical damage beyond ordinary wear and tear; and
cleared of Client Data to the extent Client is responsible for such data, and cleaned and reasonably prepared for redeployment.

12.3 Non-Conforming Returns.

Subscribed Equipment returned in non-conforming condition shall be subject to repair, refurbishment, or replacement charges at IMPACT's then-current rates, in addition to any other amounts due under this Addendum.

12.4 Failure to Return.

If Client does not return Subscribed Equipment in the condition required by Section 12.2 by the date required under Section 12.1:

Client shall be liable to IMPACT for the full current replacement value of the unreturned or non-recoverable Subscribed Equipment, billable at IMPACT's then-current rates;
subscription fees for the unreturned Subscribed Equipment shall continue to accrue at the rate in effect at termination or expiration, for each period after the end of the then-current term during which the Subscribed Equipment remains unreturned, until the earlier of (i) actual return of the Subscribed Equipment in the condition required by Section 12.2, or (ii) Client's payment of the full replacement value, provided that such accrual shall not duplicate any subscription fees already paid or payable under Section 11.1;
upon Client's payment of the full replacement value for an item of Subscribed Equipment, that item shall be deemed sold to Client "as-is" as of the date of payment, subscription fees for that item shall cease, and IMPACT shall have no further service, repair, or replacement obligation with respect to it; and
all amounts due under this Section are billable in addition to, and not in lieu of, any other remedies available to IMPACT under this Addendum and the MSA.

12.5 Coordination with Early Termination.

Replacement-value liability under this Section 12 is separate from, and additional to, the early termination fee under Section 11.1. For the avoidance of doubt, Client may owe both (i) the early termination fee under Section 11.1 and (ii) replacement-value and related charges under this Section 12 for any Subscribed Equipment not returned in conforming condition. Replacement-value liability under this Section 12 shall not duplicate any replacement-value amount already paid or payable under Section 6.2 for the same item of Subscribed Equipment.

13. NO WARRANTY; DISCLAIMERS

13.1 No Warranty by IMPACT

HaaS equipment is provided as-is, except for:

manufacturer warranties
IMPACT support obligations defined in the Order
IMPACT's repair and replacement obligation under Section 8.1

IMPACT disclaims all implied warranties, including:

merchantability
fitness for a particular purpose
uninterrupted operation

13.2 No Guarantee of Performance

IMPACT is not responsible for:

performance limitations
hardware manufacturer defects
supply-chain delays
device unavailability
third-party warranty decisions

14. LIABILITY LIMITATION

14.1 Service-Specific Limitation.

This Section 14 sets forth service-specific limitations of liability for HaaS/TaaS Services pursuant to MSA Section 15.6 (Service-Specific Limitations). The limitations of liability set forth in MSA Section 15, including the Default Cap, Super-Cap, and uncapped categories set forth in MSA Section 15.2, apply in full to HaaS/TaaS Services as supplemented by this Section.

14.2 HaaS/TaaS Liability Sub-Cap.

Subject to MSA Sections 15.2(b) (Super-Cap), 15.2(c) (Uncapped Liability), and 15.7 (Statutory and Other Non-Excludable Liability), IMPACT's total aggregate liability arising out of or relating to HaaS/TaaS Services shall not exceed one (1) month of the HaaS/TaaS subscription fees paid by Client for the Subscribed Equipment giving rise to the claim. Where a claim falls within the Super-Cap or uncapped categories of MSA Section 15.2, the applicable MSA limit governs in lieu of the sub-cap set forth in this Section.

14.3 Additional No-Liability Categories.

Without limiting the exclusions set forth in MSA Section 15.1, and in addition to the no-liability categories set forth in MSA Section 15.9, IMPACT shall have no liability for claims, damages, or losses arising from or relating to:

loss, corruption, or inaccuracy of data;
business interruption or downtime;
delays in repair or replacement of Subscribed Equipment, including delays caused by vendor or supply-chain availability;
interoperability or compatibility issues between Subscribed Equipment and Client-supplied or third-party systems;
environmental, electrical, or physical damage to Subscribed Equipment in Client's custody, possession, or control;
Client misuse, mishandling, unauthorized modification, or failure to maintain the operating environment; or
acts, omissions, defects, or failures of third-party manufacturers, vendors, or carriers.

15. HaaS-SPECIFIC INDEMNIFICATION TRIGGERS

15.1 Additive Client Indemnification Obligations

In addition to the indemnification obligations set forth in MSA Section 16 and any other applicable Addendum, Client shall defend, indemnify, and hold harmless the IMPACT Indemnitees from and against any and all claims, demands, causes of action, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

theft, loss, or damage to Subscribed Equipment in Client's custody, possession, or control;
damage to Subscribed Equipment not caused by IMPACT, including damage caused by Client, Client's personnel, third parties, environmental conditions, or operational misuse;
claims by users, employees, customers, or third parties arising from Client's use, possession, or operation of Subscribed Equipment;
regulatory violations, code violations, or licensing violations related to Client's use, deployment, or operation of Subscribed Equipment;
unauthorized repairs, modifications, alterations, firmware changes, or service of Subscribed Equipment by anyone other than IMPACT or IMPACT-authorized personnel;
misuse, unsafe deployment, unsafe operating conditions, or operation of Subscribed Equipment outside manufacturer specifications;
environmental damage, fire, water, electrical, or surge damage to Subscribed Equipment in Client's custody;
injuries to persons or damage to property caused by Client's deployment, handling, installation, or operation of Subscribed Equipment;
Client's failure to maintain commercial property insurance pursuant to Section 9;
Client's refusal or failure to return Subscribed Equipment at end of term or upon termination;
Client's relocation of Subscribed Equipment without IMPACT's prior written consent;
claims arising from Client's procurement, deployment, or use of equipment supplied by Client (i.e., not Subscribed Equipment) in conjunction with or in lieu of Subscribed Equipment.

This indemnification obligation shall apply regardless of whether such claims arise from alleged negligence, except to the extent caused by IMPACT's gross negligence or willful misconduct.

15.2 Coordination with MSA

The indemnification obligations set forth in this Section 15 are additive to, and do not replace, the indemnification obligations set forth in MSA Section 16 and any other applicable Addendum. The procedural requirements, indemnity allocations, subrogation provisions, insurance coordination, and limitation-of-liability coordination set forth in MSA Sections 15 and 16 apply to the indemnification obligations set forth in this Addendum.

16. HaaS-SPECIFIC PROJECT TRIGGERS

16.1 Conditions That Trigger Project Work

In addition to the Project examples and authorization mechanics set forth in MSA Section 9, the following conditions shall trigger Project work pursuant to MSA Section 9 and a separate SOW or Order:

initial deployment, configuration, and provisioning of Subscribed Equipment beyond routine subscription onboarding;
mid-term equipment additions, refreshes, or replacements affecting significant equipment volume;
site relocations affecting Subscribed Equipment installation or operation;
decommissioning, removal, and return Projects at end of term involving significant equipment volume;
equipment-related security remediation, including replacement of compromised devices or large-scale firmware updates;
work necessitated by manufacturer end-of-life, end-of-support, or platform discontinuation events;
Client-requested deviations from IMPACT's standard equipment configurations or management agents;
hardware-related work resulting from Client misuse, negligence, or unauthorized modifications.

16.2 No Implied Project Authorization

The conditions set forth in Section 16.1 identify when Project work may be required; they do not constitute authorization to perform Project work. Project work shall be authorized only pursuant to MSA Section 9.2.

16.3 Coordination with MSA

The Project triggers set forth in this Section 16 are additive to, and do not replace, the Projects framework set forth in MSA Section 9. All Project authorization, scope control, billing, and termination provisions of MSA Section 9 apply to Projects performed under this Addendum.

17. GOVERNING TERMS

In the event of a conflict between this Addendum and the MSA, this Addendum shall govern solely with respect to Hardware-as-a-Service and Technology-as-a-Service, in accordance with the order of precedence set forth in MSA Section 2.5.

18. SERVICE LEVEL TARGETS AND EQUIPMENT COMMITMENTS

Schedule B Section 7 establishes no Service Level Targets for Hardware-as-a-Service. Schedule B applies in the version in effect as of the Order Effective Date. HaaS / TaaS is a subscription-based equipment provision service rather than a continuous performance service.

IMPACT's obligation to cover repair or replacement of Subscribed Equipment for normal wear and tear under Section 8.1 is a contractual commitment of IMPACT and is not a Service Level Target. It is not governed by Schedule B, and the universal Service Level Target provisions of Schedule B Section 1 do not apply to it. Client's remedy for a failure to meet that commitment is repair or replacement of the affected Subscribed Equipment as provided in Section 8.1, which is Client's sole and exclusive remedy. The remedy set forth in this paragraph is a performance remedy consisting of repair or replacement in kind. It is not a monetary remedy and is not subject to or satisfied by the sub-cap set forth in Section 14.2. No service credit, refund, fee reduction, damages, or termination right arises from it.

Replacement and repair timeframes are not commitments and are not Service Level Targets. As set forth in Section 8.3, they depend on vendor and manufacturer availability and are not guaranteed. Manufacturer response times, replacement timelines, and parts availability are governed by manufacturer warranty terms and are outside IMPACT's control. Service level commitments offered by a Third-Party Provider, including any manufacturer or vendor, are not extended to or guaranteed by IMPACT, in accordance with MSA Section 11.4.

Where an Order expressly identifies Service Level Targets applicable to specific equipment delivery, replacement, or repair activities, those targets apply only to the activities expressly named and are subject to the universal provisions of Schedule B Section 1 and to the limitations of this Addendum, including Sections 6, 8, and 10.

Where the Subscribed Equipment supports a service line under a separate Order, Service Level Targets applicable to that service line govern IMPACT's response to incidents affecting the equipment in its capacity as a managed asset. Those targets do not create any timing commitment for repair or replacement of the equipment itself.

19. RISK ACKNOWLEDGMENTS

Schedule G sets forth a library of Risk Acknowledgments that may apply to the Services governed by this Addendum. An Acknowledgment becomes binding only when invoked and initialed in accordance with Schedule G Section 1.1 on an Order, Variance Sheet, Assignment Zones Attachment, or Risk Acknowledgment Form.

20. SURVIVAL

The provisions of this Addendum shall survive termination or expiration of the MSA to the extent necessary to enforce rights, obligations, and remedies arising during the term, including provisions relating to:

title and ownership of Subscribed Equipment;
equipment return obligations and replacement-value liability;
early-termination obligations;
failure-to-return liability and deemed-sale conversion;
subscription fee accrual for unreturned equipment;
HaaS-specific Project triggers;
HaaS-specific indemnification triggers;
manufacturer warranty registration and coordination;
insurance obligations applicable to Subscribed Equipment;
precautionary UCC financing statement filings;
post-termination cooperation pursuant to MSA Section 4.10.

The survival provisions set forth in MSA Section 23.11 apply to this Addendum.

21. EXECUTION AND EFFECTIVENESS

This Addendum becomes effective on the Order Effective Date of the first Order referencing it and requires no separate signature page. Where this Addendum is delivered as a supplemental document with an Order executed by Client, Client's execution of that Order constitutes Client's execution of this Addendum. This Addendum binds the Parties with the same force and effect as if separately executed.

End of Addendum

IMPACT MSA HaaS TaaS Addendum