Merchant Service Terms

AMPTRA CHARGING

MERCHANT SERVICE TERMS

Last Updated: May 20, 2026

These Merchant Service Terms (these “Terms”) supplement and govern the Service Agreement entered into by and between AMPTRA CHARGING (“AMPTRA”) and the client identified in the Service Agreement (“Client”).

By signing the Service Agreement, Client acknowledges and agrees to these Terms. These Terms, together with the Service Agreement (including the Service Order, exhibits, and schedules thereto), form the “Agreement” between AMPTRA and Client.

Capitalized terms used but not defined in these Terms are defined in the Service Agreement. If any provision of these Terms conflicts with a provision of the Service Agreement, the Service Agreement controls.

1. DEFINITIONS

“Activation Fee” means the one-time service fee, if any, payable by Client to AMPTRA as specified in the Service Agreement.

“Charger” means a portable battery dispensed by the Equipment for End User rental.

“Client Fees” means all fees payable by Client to AMPTRA under this Agreement, as specified in the Service Agreement, which may include (i) a one-time Activation Fee, (ii) a recurring Subscription Fee (billed monthly or annually), (iii) Marketing/Screen Fees, and (iv) any other fees set forth in the Service Agreement. The applicable Client Fees, their amounts, and their billing frequency are specified in the Service Agreement.

“Client Parties” means Client’s employees, agents, contractors, and other persons permitted on the premises of the Service Address.

“Client Affiliates” means Client’s corporate affiliates and any entities with ownership in or control over the Service Address.

“Default Fees” means fees charged to an End User who fails to return a Charger following AMPTRA’s rental guidelines and policy, which are retained by AMPTRA to recover the cost of Charger replacement. Default Fees are excluded from Net Revenue.

“Equipment” means the charging stations, power banks, Chargers, digital screens, hardware components, accessories, and related materials provided by AMPTRA to Client under this Agreement.

“End User” means an individual who rents a Charger from the Equipment.

“Initial Term” means the initial term of this Agreement specified in the Service Agreement.

“Monthly Recurring Revenue” or “MRR” means the gross revenue generated by the Equipment at the Service Address in a given month — including rental orders, default orders, advertising revenue, and any other revenue generated through the Equipment — before any deductions. MRR is used solely to calculate the Early Termination Fee for the Free Plan.

“Net Revenue” means all revenue actually collected and received by AMPTRA from (i) End User rentals and (ii) advertising sold by AMPTRA on Equipment screens, less sales taxes, Transaction Fees, and other applicable fees and adjustments (including refunds, chargebacks, and reversed transactions). Net Revenue excludes Default Fees. Net Revenue is used to calculate Revenue Share.

“Platform Fee” means the percentage of Net Revenue retained by AMPTRA as specified in the Service Agreement.

“Renewal Term” means any renewal term of this Agreement following the Initial Term.

“Revenue Share” means the percentage of Net Revenue payable to Client as specified in the Service Agreement.

“Service” means the portable charger rental services, including the Equipment, software, applications, integrations, connectivity, monitoring, advertising platform, and related support services provided by AMPTRA.

“Service Address” means the location specified in the Service Agreement at which AMPTRA installs and operates the Equipment.

“Subscription Fee” means the recurring service fee, if any, payable by Client on a monthly or annual basis as specified in the Service Agreement.

“Term” means collectively, the Initial Term and any Renewal Terms.

“Transaction Fees” means (i) credit card processing fees, (ii) chargeback penalties, (iii) refund processing fees, and (iv) banking and payment processing fees, in each case incurred by AMPTRA in connection with the collection of revenue under this Agreement.

2. THE SERVICE

AMPTRA provides the Service to Client during the Term in accordance with this Agreement. AMPTRA retains sole discretion over the operation, technology, platform management, advertising sales, End User pricing, and monetization structure of the Service, subject to the specific commercial terms set forth in the Service Agreement.

AMPTRA grants Client the right to possess the Equipment at the Service Address during the Term solely for the purpose of allowing End Users to access and use the Service.

3. TERM AND RENEWAL

The Initial Term is set forth in the Service Agreement. Following the Initial Term, this Agreement automatically renews for successive twelve (12) month Renewal Terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

4. EQUIPMENT OWNERSHIP

(a) At all times during and after the Term, AMPTRA retains title to the Equipment and all right, title, and interest in and to all related software, technology (including hardware, products, processes, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information), and other intellectual property owned or licensed by AMPTRA (the “Intellectual Property”). Client acquires no property or ownership rights in the Equipment or the Intellectual Property, regardless of whether Client has paid an Activation Fee or any other fees under this Agreement.

(b) The Equipment shall remain AMPTRA’s personal property and shall not become a fixture, even if attached to the Service Address.

(c) Client shall not sell, lease, encumber, pledge, transfer, modify, or subject the Equipment to any lien, encumbrance, or legal process.

(d) If any Equipment is lost, stolen, materially damaged, or destroyed due to the negligence, misconduct, or intentional acts of Client or Client Parties, Client shall reimburse AMPTRA at the retail replacement value of such Equipment as set forth in the Service Agreement. Client shall not be liable for normal wear and tear resulting from ordinary use.

5. REVENUE SHARE

(a) Calculation.

Revenue Share shall be calculated as follows:

Payout = Net Revenue × Revenue Share %

Because Net Revenue is already net of sales taxes, Transaction Fees, and other applicable fees and adjustments, no further deduction is applied in this calculation. Default Fees are excluded from Net Revenue and are therefore not subject to Revenue Share.

(b) Reconciliation.

AMPTRA shall reconcile Net Revenue in accordance with its standard accounting practices. Only Net Revenue, as defined in Section 1, is included in Revenue Share calculations.

AMPTRA processes Revenue Share on the first business day following the end of the applicable payout period. The processing date is the date AMPTRA initiates payment; it is not the date funds are received. Actual receipt depends on the selected payment method and banking timelines, and Client should generally expect a minimum of three (3) business days from the processing date for funds to settle. Unless otherwise specified, quarterly payout applies by default.

(d) Threshold.

The minimum payout threshold is $10 per payout period. Amounts below the threshold roll forward into the next payout period.

(e) Advertising Revenue.

Revenue from advertising displayed on Equipment screens that is sold by AMPTRA is included in Net Revenue and subject to Revenue Share in accordance with this Section 5.

(f) Forfeiture of Unpaid Revenue Share.

AMPTRA can only pay Revenue Share if Client maintains a valid receiving payment method and current account information. If a Revenue Share payment cannot be completed because Client has failed to provide, or has provided invalid or outdated, receiving account information, the following applies:

(i) AMPTRA will notify Client at the Notice address. AMPTRA will make at least two (2) official attempts to reach Client — a first Notice, and a second Notice approximately three (3) business days later.

(ii) Client shall have thirty (30) days from the first Notice to provide valid receiving account information.

(iii) Out of good faith, AMPTRA will attempt to contact Client a third and final time at approximately the forty-fifth (45th) day following the first Notice.

(iv) If Client fails to provide valid receiving account information within sixty (60) days from the first Notice, all current and previously unpaid Revenue Share is deemed permanently forfeited and is not recoverable by Client by any means. AMPTRA’s Notices under this Section are deemed delivered in accordance with Section 12.

(v) Forfeiture under this Section relieves AMPTRA of any obligation to pay the forfeited amounts. Client may resume earning Revenue Share prospectively only after providing valid receiving account information and a successful payment method; forfeited amounts do not become payable retroactively.

6. ACH AUTHORIZATION PROCEDURES

The procedures below govern Client’s ACH authorization set forth in the Service Agreement.

(a) Variable-Amount Notice. AMPTRA will provide Client at least two (2) business days’ prior written notice (which may be by email to the Notice address) before initiating any debit, including any debit that varies in amount from the most recent regular recurring debit. Client agrees that, because the Designated Account is a business account, this notice period is commercially reasonable and sufficient.

(b) Duration; Revocation. The ACH authorization remains in effect until thirty (30) days after AMPTRA receives written notice of revocation from Client. Revocation does not relieve Client of any payment obligation, and AMPTRA may suspend the Service if a valid payment method is not maintained, and unpaid Revenue Share may be forfeited in accordance with Section 5(f).

(c) Returned Debits. If an ACH debit is returned, declined, or fails for any reason (including insufficient funds, account closure, or revocation without replacement), Client shall pay AMPTRA a returned-debit fee of $35.00 per occurrence, in addition to the unpaid amount and any applicable late fees.

(d) Corrections. AMPTRA may initiate ACH debit or credit entries to correct erroneous debits or credits to the Designated Account.

(e) Account Changes. Client shall promptly notify AMPTRA in writing of any change to the Designated Account and provide updated ACH authorization for the new account. AMPTRA may suspend the Service if Client fails to maintain a valid Designated Account.

(f) Installment Acceleration. If any Client Fee is payable in installments as set forth in the Service Agreement, and Client fails to pay any installment when due, the entire remaining unpaid balance of that Client Fee becomes immediately due and payable, and AMPTRA may collect such balance via the ACH authorization, subject to the notice in Section 6(a).

7. ADVERTISING

(a) AMPTRA Advertising Rights.

AMPTRA retains the right to sell and display third-party advertising on Equipment screens in accordance with the advertising model in effect under Section 7(c). AMPTRA may partner with marketing agencies and other third parties in connection with such advertising.

(b) Campaign Approval Process.

AMPTRA shall notify Client of upcoming third-party advertising campaigns via email and text message to the designated Client contacts. Client must respond in writing within five (5) business days. No response within that period constitutes approval, and AMPTRA may proceed with the campaign. If Client rejects a campaign after the approval window has expired and AMPTRA has secured or committed advertising inventory, AMPTRA may recover from Client any lost or unearned revenue resulting from such late rejection. Client may reject content that (i) violates applicable law, (ii) is obscene or discriminatory, or (iii) conflicts with Client’s reasonable brand policies; such approval shall not be unreasonably withheld. All AMPTRA advertising remains subject to this approval process.

One of the following two advertising models applies. Unless the parties agree otherwise in writing, the Split-Screen Model in Section 7(d) applies by default.

(d) Split-Screen Model (Default).

Screen-time inventory is divided between the parties: Client receives 66% and AMPTRA receives 33% of available screen time. Each party may use its own screen-time inventory at no cost and retains 100% of any revenue it generates from its own inventory. There is no revenue sharing on advertising under this model.

(i) Caps: Client’s screen-time inventory is capped at sixty (60) seconds; AMPTRA’s is capped at thirty (30) seconds. By way of example, on a 60-second rotation the split is approximately 40 seconds (Client) / 20 seconds (AMPTRA); on a 30-second rotation, approximately 20 seconds (Client) / 10 seconds (AMPTRA).

(ii) The 60-second Client inventory is reserved for Client to use at any time. If Client does not use its inventory, AMPTRA may still use up to its maximum 30-second inventory.

(iii) Client may use its inventory for its own content subject to the content standards in Section 7(f).

(e) Full Buyout Model (Optional).

Client may elect, in the Service Agreement, to purchase 100% of the screen’s advertising inventory, taking full control of the screen or displaying no AMPTRA advertising at all. Under this model, Client may use, upload, or resell the screen-time inventory as it sees fit and retains 100% of the revenue it generates, subject to the content standards in Section 7(f). Pricing is set in the Service Agreement.

(f) Client Content Standards.

Any content Client displays under either model must comply with applicable law and must not be obscene, discriminatory, or unlawful. AMPTRA may remove content that violates these standards.

8. AMPTRA OBLIGATIONS

(a) AMPTRA shall perform the Service in a professional and commercially reasonable manner.

(b) AMPTRA shall:

(i) ship Equipment upon execution of the Service Agreement and payment of any applicable Activation Fee;

(ii) provide installation instructions and remote installation assistance upon request;

(iii) monitor Equipment performance remotely;

(iv) maintain the Equipment during the Term;

(v) repair or replace malfunctioning Equipment under normal usage; and

(vi) ship replacement Chargers as needed to maintain inventory levels, at AMPTRA’s cost.

(c) AMPTRA is responsible for the collection and remittance of any applicable sales taxes arising from End User rentals processed through the Equipment, in compliance with applicable tax laws and regulations.

(d) AMPTRA is not responsible for malfunctions or downtime caused by power instability, Wi-Fi interference, vandalism, environmental hazards, or unauthorized modification of the Equipment.

(e) Replacement timelines depend on inventory and supply chain availability.

9. SERVICE STANDARDS

(a) Uptime.

AMPTRA shall use commercially reasonable efforts to maintain 95% uptime per calendar month (target, not a guarantee), measured by AMPTRA’s diagnostic systems. Excluded are downtime caused by (i) scheduled maintenance, (ii) Client infrastructure issues, (iii) utility outages, (iv) cellular network instability, and (v) Force Majeure events.

(b) Maintenance Response.

AMPTRA shall provide remote diagnostics within twenty-four (24) business hours of becoming aware of an issue. On-site service is typically provided within three (3) to five (5) business days, depending on geography and parts availability.

AMPTRA monitors Charger inventory remotely and ships restock Chargers when available Chargers at a Service Address fall below approximately 50% capacity. Client shall promptly install restock Chargers upon receipt. AMPTRA is not responsible for revenue impact caused by Client’s delay in installing restock Chargers.

(d) Servicing Authority.

Only AMPTRA or AMPTRA’s authorized contractors may repair, modify, or service the Equipment. Unauthorized interference voids AMPTRA’s maintenance obligations as to the affected Equipment.

10. CLIENT OBLIGATIONS

(a) Exclusivity.

During the Term, Client agrees not to install or allow the use of any other third-party kiosks or installations outfitted with portable mobile-device chargers at the Service Address. For clarity, this exclusivity does not restrict the installation or use of kiosks or installations providing electricity to mobile devices via non-portable means, such as charging cables fixed to walls, kiosks, or installations.

(b) Placement.

Client shall place and maintain Equipment in mutually approved high-visibility, accessible, and unobstructed locations, indoors or in nonpublic outdoor areas sheltered from weather, near a power outlet. To prevent injury to persons and damage to the Equipment, power cords must not be exposed in a manner that creates a tripping hazard. Client is responsible for the cleanliness of the area surrounding the Equipment, and shall not relocate the Equipment without AMPTRA’s prior written approval. AMPTRA may request relocation of Equipment within the Service Address if placement materially impacts performance.

On a limited basis (no more than once per year, except where placement materially impacts performance), Client will work with AMPTRA to relocate Equipment within the Service Address for optimization purposes.

(d) Utilities.

Client shall provide, at its sole cost, all utilities necessary for the operation of the Equipment, including safe and stable electrical power compliant with local code. AMPTRA is not responsible for downtime caused by power instability or utility failure.

(e) Connectivity.

For Wi-Fi-capable stations, cellular (4G) connectivity is provided as backup only. Client shall provide local Wi-Fi access and use commercially reasonable efforts to maintain such Wi-Fi connection throughout the Term. AMPTRA is not responsible for downtime caused by Wi-Fi failure or network restrictions.

(f) Access.

Client shall provide reasonable access to the Service Address for installation, inspection, maintenance, replacement, restocking, and removal of the Equipment.

(g) Equipment Care.

Client shall exercise reasonable care in the supervision and use of the Equipment and shall instruct Client Parties to use the Equipment in a reasonable and lawful manner. Client shall be responsible for damage to the Equipment resulting from (i) negligence or willful misconduct of Client or Client Parties, (ii) intentional damage or tampering, or (iii) failure to provide reasonable supervision within the premises. Client shall not be liable for normal wear and tear resulting from ordinary day-to-day use consistent with the Equipment’s intended purpose.

(h) Payment Compliance.

Client shall pay all fees on time, maintain accurate payment information, and update banking details promptly. Late payments may incur a 2% monthly late fee. AMPTRA may suspend services for non-payment.

11. DESIGNATED CLIENT CONTACTS

Client shall designate two (2) points of contact — a Primary Contact and a Secondary Contact (collectively, the “Client Contacts”) — as set forth in the Service Agreement, each of whom must (i) have reasonable day-to-day operational access to the Equipment and the Service Address, (ii) be reasonably available during the operating hours of the Service Address, and (iii) have authority to coordinate operational matters relating to the Equipment.

Designating two Client Contacts allows AMPTRA to reach a knowledgeable on-site representative quickly for remote troubleshooting, restocking coordination, advertising campaign approvals, and simple on-site tasks such as a manual station restart, verifying power, or confirming connectivity. Having both a Primary and Secondary Contact reduces downtime when one is unavailable.

AMPTRA recommends designating individuals who are typically on-site and familiar with the Service Address’s day-to-day operations — for example, a General Manager, Assistant General Manager, or Lead Server. The Primary Contact should generally be a more senior role with broader operational authority; the Secondary Contact serves as a backup when the Primary is unavailable.

Client grants AMPTRA permission to contact the Client Contacts via phone, text message, or email for operational purposes, including maintenance coordination, troubleshooting, remote diagnostic support, installation and restocking coordination, and advertising campaign coordination. AMPTRA shall not be responsible for downtime or performance issues caused by Client’s failure to respond to operational requests or to provide reasonable on-site access. Client shall promptly update AMPTRA in writing if either Client Contact changes.

12. NOTICES

(a) Form. All official notices, requests, demands, consents, approvals, and other formal communications required or permitted under this Agreement (each, a “Notice”) shall be in writing and sent to the addresses set forth in the Service Agreement.

(b) Delivery Methods. Notices may be delivered by, and are deemed received as follows: (i) personal delivery — on the date of delivery; (ii) certified or registered U.S. mail, return receipt requested, postage prepaid — five (5) business days after deposit; (iii) recognized overnight courier with delivery confirmation — one (1) business day after deposit; or (iv) email to the addresses below, with delivery confirmed by a non-automated reply or read receipt — on the date of such confirmation. If email confirmation is not received within three (3) business days, the sending party must re-deliver by a method in (i)–(iii).

(c) ACH Debit Notice. Notwithstanding subsection (b), advance notice of an ACH debit under Section 6(a) may be given by email and is effective on the date sent, consistent with the two (2) business day notice period set forth in Section 6(a).

(d) Change of Address. Either party may change its Notice address, email, or designated recipient by providing the other party with written Notice of the change, effective five (5) business days after such Notice is deemed received.

(e) Operational Communications. The Notice addresses are for formal communications (including notices of breach, default, cure, termination, non-renewal, indemnification claims, and assignment) and are distinct from day-to-day operational communications, which may be made via the Client Contacts under Section 11.

13. INTELLECTUAL PROPERTY

(a) AMPTRA retains all right, title, and interest in and to the Equipment and all Intellectual Property used in or related to the Service. Client acquires no rights in the foregoing other than the limited rights expressly granted in this Agreement.

(b) Client grants AMPTRA a limited, non-exclusive license to use Client’s name, the name of each Service Address, and any associated logos or trademarks that Client provides to AMPTRA for the purpose of (i) advertising and marketing the Service at the Service Address, (ii) identifying the Service Address to End Users, and (iii) general marketing and promotional purposes (including case studies and customer lists).

14. CONFIDENTIALITY AND DATA

(a) Confidential Information.

“Confidential Information” of a party means all proprietary, technical, or business information, and all intellectual property of such party or its affiliates that (i) is disclosed to or learned by the other party in connection with this Agreement and (ii) is marked or would reasonably be expected to be confidential. The terms of this Agreement, the Intellectual Property, and End User data processed in connection with the Equipment constitute AMPTRA’s Confidential Information.

(b) Obligations.

During the Term and thereafter, each party agrees not to (i) use the other party’s Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement, or (ii) disclose such Confidential Information except to its officers, directors, employees, professional advisors, contractors, and agents who need to know it and are bound by confidentiality obligations at least as protective as those herein. Each party shall protect the other’s Confidential Information with at least a commercially reasonable level of care.

The restrictions do not apply to information that (i) is already known to the receiving party prior to disclosure, (ii) is or becomes publicly known through no fault of the receiving party, (iii) is lawfully received from a third party without a duty of confidentiality, or (iv) is independently developed without reference to the disclosing party’s Confidential Information.

(d) Required Disclosure.

Either party may disclose Confidential Information to the extent required by law or court order, provided it promptly notifies the other party (where legally permitted) and cooperates with reasonable efforts, at the other party’s expense, to seek protective treatment.

(e) End User Data.

All data generated by or processed through the Equipment, including End User personal information, transaction data, and usage data, is the property of AMPTRA and is governed by AMPTRA’s Privacy Policy. AMPTRA shall comply with applicable privacy and data protection laws.

15. INSURANCE

(a) AMPTRA Insurance.

During the Term and for thirty (30) days thereafter, AMPTRA shall maintain insurance with carriers rated A- or better by A.M. Best, licensed in the jurisdiction(s) of the Service Address, as follows:

Workers' Compensation, including Employer's Liability — not less than the statutory limit in each Service Address jurisdiction.

Automobile Liability — $1,000,000 per occurrence.

Commercial General Liability — $1,000,000 per occurrence / $2,000,000 aggregate.

Cybersecurity Liability — $5,000,000 per occurrence.

Umbrella Liability (covering all other insurance policies) — $2,000,000 per occurrence.

(b) Additional Insured; Waiver of Subrogation.

AMPTRA’s Commercial General Liability policy shall include an additional-insured endorsement naming Client and Client Affiliates as additional insureds, effective automatically upon execution of the Service Agreement. AMPTRA’s policies shall contain a waiver of subrogation (except workers’ compensation). AMPTRA’s liability insurance shall be primary and non-contributory over any insurance or self-insurance maintained by Client. AMPTRA’s umbrella coverage extends to any additional insured under the Commercial General Liability policy.

Client shall maintain Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, and Workers’ Compensation insurance as required by applicable law. Client shall name AMPTRA as an additional insured under its Commercial General Liability policy upon request.

(d) Certificate of Insurance.

Upon written request, each party shall provide the other with a certificate of insurance evidencing compliance with this Section 15.

16. INDEMNIFICATION

The indemnification obligations of the parties are set forth in the Service Agreement and are incorporated herein by reference. The following procedures apply to all indemnification claims:

(a) Procedure.

The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim subject to indemnification, (ii) provide reasonable cooperation in the defense (at the indemnifying party’s expense), and (iii) allow the indemnifying party to control the defense and settlement, provided that no settlement imposing any obligation on the indemnified party shall be entered without the indemnified party’s prior written consent.

(b) Survival.

The indemnification obligations survive expiration or termination of this Agreement.

17. LIMITATION OF LIABILITY

(a) Exclusion of Certain Damages.

EXCEPT AS PROVIDED IN SECTION 17(c), NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY (WHETHER IN TORT, EQUITY, CONTRACT, WARRANTY, OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, ENHANCED, OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOST PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES WERE FORESEEABLE.

(b) AMPTRA Liability Cap.

AMPTRA’S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ALL DAMAGES, INCLUDING DIRECT CLAIMS, LOSSES, COSTS, FINES, SETTLEMENTS, PENALTIES, COURT COSTS, AND REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED $10,000. THIS LIMITATION INCLUDES, WITHOUT LIMITATION, CLAIMS ARISING OUT OF (I) AMPTRA’S INDEMNIFICATION OBLIGATIONS, (II) AMPTRA’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (III) AMPTRA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (IV) ANY PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH.

The exclusion in Section 17(a) shall not limit Client’s damages arising out of (i) Client’s indemnification obligations, (ii) Client’s breach of its confidentiality obligations, or (iii) Client’s gross negligence or willful misconduct.

(d) Client Liability Cap.

Except for obligations excluded in Section 17(e), Client’s total aggregate liability shall not exceed the greater of (i) the total Revenue Share paid to Client in the twelve (12) months preceding the event giving rise to the claim, or (ii) the retail replacement value of the Equipment deployed at the Service Address.

(e) Uncapped Client Obligations.

Client’s liability shall not be subject to any cap with respect to (i) Equipment loss, theft, or intentional damage by Client or Client Parties, (ii) breach of the exclusivity obligation, (iii) non-payment of fees, (iv) the Early Termination Fee or actual damages recovered in lieu thereof under Section 18(c), or (v) fraud or willful misconduct.

(f) Allocation of Risk.

The parties acknowledge that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain. Without these limitations, the commercial terms of this Agreement would be materially different.

18. TERMINATION, CANCELLATION, AND REFUNDS

The Initial Term, renewal, termination for cause, termination without cause, the Early Termination Fee, and its application to Client breach are set forth in the Service Agreement. The following supplements those provisions.

(a) Immediate Termination.

Either party may terminate this Agreement immediately upon written notice in the event of (i) insolvency or bankruptcy of the other party, (ii) fraud by the other party, or (iii) repeated willful damage to the Equipment by Client or Client Parties.

(b) Effect of Termination.

Upon expiration or termination for any reason: (i) AMPTRA retains ownership of the Equipment and may enter the Service Address to retrieve the Equipment within fifteen (15) business days; (ii) Client shall reasonably cooperate with retrieval and provide full and unhindered access during reasonable hours; (iii) all outstanding payments are due within fifteen (15) business days; (iv) AMPTRA will reconcile and pay any earned but unpaid Revenue Share through the termination date; (v) all Client Fees are non-refundable except as expressly provided in Section 18(e) (Cancellation and Refunds); and (vi) If Client fails to surrender the Equipment or provide AMPTRA reasonable access to retrieve it within fifteen (15) business days after expiration or termination, AMPTRA may, after providing written notice and a five (5) business day opportunity to cure, invoice Client for the full retail replacement value of the unreturned Equipment as set forth in the Service Agreement, and Client authorizes AMPTRA to collect such amount via the ACH authorization. Payment of the replacement value does not transfer ownership of the Equipment to Client, and AMPTRA retains the right to recover the Equipment.

The Early Termination Fee constitutes agreed liquidated damages, is not a penalty, and is not subject to the limitations of liability set forth in Section 17. The Early Termination Fee applies only to the Free Plan and the Monthly Subscription Plan, and is calculated as follows:

(i) Free Plan: 50% × Average Monthly Recurring Revenue × the number of months remaining in the then-current Term, where Average Monthly Recurring Revenue is based on the trailing six (6) months of MRR (or the actual operating period, if shorter); and

(ii) Monthly Subscription Plan: 50% × the Monthly Subscription Fee × the number of months remaining in the then-current Term.

For plans involving a one-time Activation Fee or an annual Subscription Fee, no Early Termination Fee applies; the applicable Client Fees are governed solely by Section 18(e) (Cancellation and Refunds).

The Early Termination Fee applies (A) when Client terminates without cause, as agreed liquidated damages; and (B) when AMPTRA terminates for Client’s uncured material breach, as a minimum recovery. In the case of termination for Client’s breach, AMPTRA may recover, at its election, either the Early Termination Fee as a minimum or AMPTRA’s actual damages if greater, and such recovery is in addition to, and does not waive, any other remedy available to AMPTRA under this Agreement.

(d) Remedies Not Exclusive.

Termination by AMPTRA for Client’s breach does not waive or limit any other right or remedy available to AMPTRA at law, in equity, or under this Agreement, including the recovery of unpaid fees, the uncapped Client obligations set forth in Section 17(e), equipment recovery under Section 18(b), and attorneys’ fees and costs under Section 20(d). All remedies are cumulative.

(e) Cancellation and Refunds.

Client Fees are refundable only as set forth in this Section. AMPTRA does not otherwise refund Client Fees, including upon termination.

(i) Activation Fee: refundable in full if Client requests cancellation within thirty (30) days of payment. After thirty (30) days, the Activation Fee is non-refundable.

(i-A) Installment Activation Fee: If the Activation Fee is payable in installments, cancellation within thirty (30) days of the first installment payment entitles Client to a refund of amounts paid to date and cancels all future installments. After thirty (30) days, the full Activation Fee remains due and payable (subject to the Installment Acceleration provision in Section 6(f)) and is non-refundable.

(ii) Annual Subscription Fee: refundable in full if Client requests cancellation within thirty (30) days of payment. After thirty (30) days, the Annual Subscription Fee is non-refundable, including upon termination, and no proration applies.

(iii) Monthly Subscription Fee: non-refundable. No proration applies for any partial month.

(iv) All other Client Fees are non-refundable unless otherwise specified in the Service Agreement.

For the avoidance of doubt, the thirty (30) day money-back periods above are measured from the date of the applicable payment. Cancellation within such period terminates this Agreement and entitles Client to the stated refund, and AMPTRA will retrieve the Equipment in accordance with Section 18(b).

(f) Survival.

Sections 4, 5(f), 6, 13, 14, 16, 17, 18(b), 18(c), 18(d), 18(e), 19, 20, and 21 survive expiration or termination of this Agreement.

19. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, government actions, labor disputes, utility outages, public health emergencies, supply chain disruptions, or network failures. The affected party shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure event continues for more than ninety (90) consecutive days, either party may terminate this Agreement without penalty upon written notice.

20. GOVERNING LAW AND DISPUTE RESOLUTION

(a) This Agreement is governed by the laws of the State of New York, without regard to its conflicts of laws principles.

(b) Any claim, dispute, or disagreement arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York. Each party submits to the personal jurisdiction and venue of such courts.

(c) Notwithstanding the foregoing, either party may seek preliminary injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information, or to enforce the equipment ownership or exclusivity provisions of this Agreement.

(d) Attorneys’ Fees. In any action or proceeding to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief to which it may be entitled.

21. GENERAL PROVISIONS

(a) Independent Contractors.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency, franchise relationship, or mutual responsibility for the debts or liabilities of the other party. Neither party has authority to bind or obligate the other.

(b) Entire Agreement.

The Agreement (consisting of the Service Agreement, these Terms, and any exhibits or schedules) constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and undertakings, whether oral or written.

The Service Agreement may be modified only by a written instrument signed by authorized representatives of both parties; email correspondence alone is not a binding amendment. AMPTRA may update these Terms from time to time and will post updates at the URL referenced in the Service Agreement with a revised “Last Updated” date. Material changes take effect with respect to Client only at the commencement of the next Renewal Term. AMPTRA shall maintain archived versions of these Terms.

(d) No Waiver.

No failure or delay in exercising any right, power, or remedy operates as a waiver, nor does any single or partial exercise preclude any other or further exercise.

(e) Severability.

If any provision is held invalid, illegal, or unenforceable in whole or in part, the remaining provisions continue in full force and effect.

(f) Assignment.

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign, upon written notice, to (i) an affiliate or (ii) a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

(g) Change of Ownership or Control.

Client shall provide AMPTRA at least thirty (30) days' prior written notice of any sale, merger, transfer, or change of ownership or control of Client or of the Service Address. Client shall use commercially reasonable efforts to ensure that any successor owner or operator assumes this Agreement in writing. If a successor does not assume this Agreement, such change is deemed a termination by Client effective as of the change of ownership, and (i) for Free Plan and Monthly Subscription Plan clients, the Early Termination Fee under Section 18(c) applies; and (ii) for all clients, the Cancellation and Refund terms under Section 18(e) and the Effect of Termination terms under Section 18(b), including Equipment return, apply. AMPTRA may continue to enforce this Agreement against the original Client until a successor has assumed it in writing.

(h) Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE EQUIPMENT AND SERVICE ARE PROVIDED “AS IS” AND AMPTRA MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT THERETO. ALL CONDITIONS, WARRANTIES, AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

(i) Order of Precedence.

In the event of conflict, the order of precedence is: (1) the Service Agreement (including the Service Order), (2) these Terms, and (3) any exhibits or schedules.

(j) Good Faith.

The parties agree to act in good faith and cooperate reasonably in the performance of this Agreement.

(k) Electronic Signatures.

This Agreement may be executed electronically. Electronic signatures, including those delivered by PDF or through an electronic signature system (e.g., DocuSign or PandaDoc), have the same effect as handwritten signatures. The parties waive any right to object to enforceability based on the form or delivery of signature.

— End of Merchant Service Terms —