GLOBAL NETWORK SYSTEMS, INC. / GLOBAL VISION, INC. 

SUPPLEMENTAL HARDWARE AS A SERVICE (HAAS) AND EQUIPMENT LEASE TERMS

HARDWARE PROGRAM ADDENDUM TO THE IT MASTER SERVICES AGREEMENT (MSA)

PROGRAM-SPECIFIC TERMS AND CONDITIONS

UPDATED: 11/6/2025

This Hardware Program Addendum (the “Addendum”) is entered into by and between Global Network Systems, Inc., a New Hampshire corporation, and its affiliates (including but not limited to Global Vision, Inc.) (collectively “Provider” or “Global”), and the client named in the underlying Master Services Agreement and Terms and Conditions (collectively, “Customer”). This Addendum supplements and amends the Provider’s Terms and Conditions and the Master Services Agreement (“MSA”), and applies to all Hardware-as-a-Service (HaaS), Equipment Lease, and Financed Hardware Programs (collectively, the “Hardware Program”). Capitalized terms used but not defined in this Addendum shall have the meanings set forth in the MSA.

1. Applicability and Order of Precedence
1.1 This Addendum applies to any Equipment supplied under Provider’s Hardware Program as described in a Quote, Order Form, or Statement of Work referencing this Addendum.
1.2 To the extent of any conflict between this Addendum and Provider’s MSA, Terms and Conditions, or any other Transaction Document, the following order of precedence shall apply: (a) the Quote or Order Form for the Hardware Program; (b) this Addendum; (c) the MSA (including the Terms and Conditions posted at globalv.com/mss-msa-terms); and (d) any other incorporated document.

2. Definitions
For purposes of this Addendum:
(a) “Hardware Program” means any arrangement under which Provider supplies hardware devices (Equipment) to Customer on a subscription, lease, or financed basis, including Evergreen refresh Programs.
(b) “Equipment” means all tangible technology products provided under a Hardware Program, including but not limited to workstations, servers, firewalls, switches, laptops, peripherals, and accessories.
(c) “Monthly Recurring Charge” (“MRC”) means Customer’s periodic payment obligations under the Hardware Program as described in the applicable Quote or Order Form.
(d) “Term” means the duration of Customer’s obligation to pay MRCs and comply with the terms of the Hardware Program, as specified in the applicable Quote or Order Form (e.g., 12 months, 48 months, 60 months).

3. Ownership and Title
3.1 Provider shall retain title and ownership of all Equipment provided under a HaaS or lease arrangement at all times. Customer’s rights to use such Equipment are limited to Customer’s obligations under the Hardware Program.
3.2 Title to Equipment under a financed purchase option shall transfer to Customer only upon Customer’s full payment of all amounts due and satisfaction of any conditions precedent specified in the applicable Quote or Order Form.

4. Delivery, Installation, and Acceptance
4.1 Provider shall arrange delivery of Equipment to Customer’s designated location. Delivery terms and responsibilities shall be as specified in the applicable Quote or Order Form.
4.2 Unless otherwise agreed in writing, Equipment shall be deemed accepted upon delivery or within five (5) business days after delivery if Customer does not provide written notice of material nonconformity.

5. Customer Obligations; Use
5.1 Customer shall use, operate, and maintain Equipment in accordance with all OEM specifications, instructions, and Provider’s policies.
5.2 Customer shall not alter, modify, disassemble, encumber, or otherwise impair the Equipment without Provider’s prior written consent.
5.3 Customer shall ensure that the Equipment remains on Customer’s premises unless a relocation is approved in writing by Provider.

6. Insurance Requirement and Risk of Loss
6.1 Customer shall, at its own expense, maintain commercial property or all-risk insurance covering the Equipment for its full replacement value against loss, theft, damage, fire, and casualty. Customer’s insurance shall name Provider as loss payee or additional insured with respect to the Equipment.
6.2 Risk of loss, theft, damage, or destruction of the Equipment shall transfer to Customer upon delivery and Customer shall remain responsible for MRCs and all other charges notwithstanding such loss, theft, damage, or destruction.
6.3 Customer shall promptly report any loss, theft, or casualty to Provider and to its insurer, and shall provide proof of loss and insurance information as requested.

7. Monthly Charges and Payments
7.1 Customer shall pay all MRCs, installation fees, freight, taxes, and any other charges specified in the applicable Quote or Order Form in accordance with the payment terms therein and the payment provisions of the MSA.
7.2 MRCs are non-cancellable during the Term, and Customer acknowledges that these charges reflect consideration for Provider’s reservation of Equipment and financing or leasing costs.
7.3 Provider may adjust MRCs annually based on a consumer price index or other index specified in the Quote or MSA.
7.4 Failure to pay undisputed amounts when due shall constitute an Event of Default under the MSA and may result in late fees, interest charges, suspension of hardware replacement services, and other remedies set forth in the MSA.

8. Taxes and Fees
8.1 All MRCs and other charges are exclusive of sales, use, excise, property, or similar taxes. Customer shall be responsible for all such taxes, assessments, or levies, excluding taxes based solely on Provider’s net income.

9. Equipment Refresh and End of Term
9.1 For Hardware Program Terms that include refresh or replacement cycles (e.g., 48-month or 60-month Evergreen programs), Provider shall offer replacement Equipment of comparable or upgraded specification near the end of the Term.
9.2 Customer shall return all Equipment being replaced in accordance with Provider’s return instructions. Returned Equipment must be in reasonable working condition, subject to normal wear and tear.
9.3 Provider may charge Customer for missing, damaged, or non-returned Equipment at replacement cost or FMV.

10. Return of Equipment
10.1 Upon expiration or termination of a lease or HaaS Term, Customer shall return all Equipment to Provider at Customer’s expense unless an alternative disposition is expressly provided in the applicable Quote.
10.2 Customer is responsible for data backup, removal, and sanitization prior to return. Provider may offer data sanitization services at Provider’s then-current rates.

11. Data Security and Customer Responsibility
11.1 Customer is solely responsible for all data stored, accessed, or processed on the Equipment. Provider shall have no liability for data loss, corruption, or breach arising from Customer’s failure to secure, backup, or remove data.
11.2 Customer agrees to comply with all data protection laws applicable to its use of the Equipment. Provider’s liability for data-related loss or exposure is expressly disclaimed to the fullest extent permitted by law.

12. Warranty and Support
12.1 Provider shall pass through OEM warranties to Customer to the extent such warranties are available.
12.2 Unless otherwise stated in the Quote or Order Form, Provider does not warrant equipment performance or uptime. All warranties are provided “as is” and “as available,” subject to OEM terms.

13. Indemnification
13.1 Customer shall indemnify and hold harmless Provider and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses arising from: (a) Customer’s use or misuse of Equipment; (b) data stored on or processed by the Equipment; (c) negligence or misconduct of Customer; (d) Customer’s failure to insure Equipment; and (e) violation of applicable laws by Customer in connection with the Hardware Program.

14. Limitation of Liability
14.1 To the maximum extent permitted by applicable law, Provider’s liability arising from or relating to the Hardware Program shall be subject to the limitations of liability in the MSA, including the caps on direct damages and exclusions for indirect, special, consequential, and punitive damages.

15. Early Termination and Default
15.1 Customer may not terminate a lease or HaaS Term prior to its scheduled expiration without payment of all remaining MRCs for the Term and any other amounts due under the applicable Quote and this Addendum.
15.2 All Events of Default defined in the MSA shall apply to this Addendum. Upon default, Provider may pursue remedies including acceleration of charges, suspension of service obligations, and recovery of Equipment.

16. Federal, State, and Industry Compliance
16.1 The parties shall comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to export controls, data privacy laws, and healthcare-specific regulations if applicable.

17. Intellectual Property Rights
17.1 Provider shall retain all intellectual property rights in any hardware management software, tools, processes, or methodologies provided as part of the Hardware Program.
17.2 Customer shall not reverse engineer, decompile, modify, or otherwise misuse Provider’s proprietary tools or software.

18. Confidentiality
18.1 All non-public information disclosed in connection with the Hardware Program shall be treated as Confidential Information under the confidentiality provisions of the MSA.

19. Force Majeure
19.1 Provider shall not be liable for delays or failures attributable to circumstances beyond Provider’s reasonable control, including supply chain disruptions, OEM discontinuation, natural disasters, or other force majeure events.

20. Governing Law and Dispute Resolution
20.1 This Addendum shall be governed by the same choice of law and dispute resolution provisions contained in the MSA.

21. Entire Addendum and Survivability
21.1 This Addendum, together with the MSA, Order Forms, Quotes, and SOWs, constitutes the entire agreement with respect to the Hardware Program and supersedes all prior representations, understandings, or agreements.
21.2 Provisions relating to payment, indemnification, insurance, data security, and limitation of liability shall survive termination or expiration.