Buyer Terms and Conditions

1. Definitions

Throughout these Terms and Conditions ("Agreement"), the following definitions apply:

• "Company," "we," "us," or "our" refers to Koloni, Inc. (DBA Accessa), an Illinois corporation with its principal office at 21 S Evergreen Avenue, Suite 200, Arlington Heights, IL 60005.
• "Customer," "you," or "your" refers to the individual or entity purchasing Products and/or Services from the Company.
• "Products" refers to the smart locker hardware units, including all components, accessories, and embedded firmware sold by the Company.
• "Software" refers to the Accessa cloud-based software platform, including the management dashboard, mobile applications, APIs, and all related updates and patches.
• "Services" refers to installation, maintenance, technical support, and any other professional services offered by the Company.

2. Scope of Agreement

This Agreement governs the sale of Accessa smart locker Products, the licensing of associated Software, and the provision of related Services. By purchasing Products or subscribing to Software and Services, Customer agrees to be bound by the terms set forth herein.

This Agreement supersedes all prior oral or written representations, understandings, or agreements between the parties relating to the subject matter hereof, unless a separately executed Master Services Agreement or purchase order expressly states otherwise.

3. Product Sales

3.1 Orders and Acceptance

All orders are subject to acceptance by the Company. An order is deemed accepted upon the Company's issuance of a written order confirmation or invoice. The Company reserves the right to decline or cancel any order at its sole discretion.

3.2 Pricing and Payment

Prices for Products are as set forth in the applicable quote or proposal provided by the Company. Unless otherwise stated, all prices are in U.S. dollars and exclusive of applicable taxes, shipping, and handling charges. Payment terms are Net 30 from the date of invoice unless otherwise agreed in writing.

3.3 Shipping and Delivery

The Company shall use commercially reasonable efforts to meet estimated delivery dates; however, such dates are estimates only and are not guaranteed. Risk of loss and title to Products shall transfer to Customer upon delivery to the carrier (FOB Shipping Point) unless otherwise specified in the applicable order.

3.4 Inspection and Acceptance

Customer shall inspect all Products upon receipt. Any claims for damaged, defective, or missing items must be reported to the Company in writing within ten (10) business days of delivery. Failure to provide timely notice shall constitute acceptance of the Products.

4. Hardware Warranty

4.1 Limited Warranty

The Company warrants that all locker hardware Products shall be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of delivery ("Warranty Period").

4.2 Warranty Remedies

During the Warranty Period, the Company shall, at its sole option, repair or replace any Product that is confirmed to be defective. Replacement parts may be new or refurbished and shall be warranted for the remainder of the original Warranty Period. The Company shall cover standard ground shipping costs for warranty replacements within the continental United States.

4.3 Warranty Exclusions

This warranty does not cover:

• Damage resulting from misuse, abuse, neglect, accident, or unauthorized modification
• Damage caused by improper installation not performed by the Company or its authorized agents
• Normal wear and tear, including cosmetic damage such as scratches and dents
• Damage caused by environmental conditions (e.g., flooding, extreme temperatures, corrosive agents)
• Products with removed or altered serial numbers
• Consumable parts such as batteries, unless damage has occurred due to a defect

4.4 Extended Warranty

Extended warranty options beyond the initial one (1) year period may be available for purchase. Contact the Company for current extended warranty plans and pricing.

5. Software License and Annual Fees

5.1 License Grant

Subject to the terms of this Agreement and payment of applicable fees, the Company grants Customer a non-exclusive, non-transferable, revocable license to access and use the Accessa Software platform and connected hardware for the management and operation of the purchased locker and fleet Products.

5.2 Annual Software Fees

The Software is licensed on an annual subscription basis. Annual software fees are as set forth in the applicable quote or proposal. The initial subscription term begins on the date of Software activation. Fees are invoiced annually in advance and are due Net 30 from the date of invoice.

5.3 Renewal

The Software subscription shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The Company reserves the right to adjust annual fees upon renewal with at least sixty (60) days' written notice.

5.4 Software Support

Annual software fees include standard technical support, which encompasses:

• Email and phone support during business hours (Monday–Friday, 8:00 AM – 5:00 PM CST, excluding federal holidays)
• Access to software updates, patches, and new feature releases
• Remote troubleshooting and diagnostics
• Access to the Accessa online knowledge base and documentation at accessa.io

5.5 Service Level – Uptime Guarantee

The Company shall use commercially reasonable efforts to maintain Software platform availability of at least ninety-nine and one-half percent (99.5%) uptime, measured on a monthly basis, excluding scheduled maintenance windows. Scheduled maintenance shall be communicated to Customer with reasonable advance notice.

In the event the Company fails to meet the 99.5% uptime commitment in any given calendar month, Customer may request a pro-rata service credit for the affected period. Service credits shall be applied to future invoices and shall not exceed the equivalent of one (1) month's software fees. Service credits constitute Customer's sole and exclusive remedy for downtime.

5.6 Hardware Transfer Restrictions

All hardware sold by Koloni to Customer ("Hardware") is provided at a discounted price in connection with Customer's License Agreement and is non-transferable without Koloni's prior written consent. Customer may not sell, assign, or otherwise transfer any Hardware integrated with the Koloni platform to any third party unless (i) all payments under the License Agreement are current at the time of the request, and (ii) Customer submits a formal written transfer request to Koloni no less than thirty (30) days in advance of the intended transfer date.

Koloni reserves the right to assess a Transfer Fee upon approval of any transfer request. Such fee may reflect the difference between the discounted purchase price and the then-current list price of the Hardware, along with any applicable administrative and re-provisioning costs. Any transfer completed without Koloni's written approval shall be null and void, and Koloni may, at its discretion, suspend Platform access associated with the transferred Hardware and pursue all available remedies.

6. Installation Services (Optional)

6.1 Availability

Professional installation services are available as an optional add-on. Installation is not required for purchase, and Customer may elect to self-install Products in accordance with the Company's published installation guidelines.

6.2 Scope of Installation

When elected, installation services include delivery to the installation site, physical mounting and assembly of locker units, connection to power and network infrastructure (where applicable), initial Software configuration and system testing, and on-site walkthrough with Customer personnel.

6.3 Customer Responsibilities for Installation

If installation services are purchased, Customer shall ensure that the installation site is prepared and accessible, including adequate power supply, network connectivity, and structural support as specified in the Company's site preparation guide. Any delays caused by site readiness issues may result in additional charges.

6.4 Self-Installation

If Customer elects self-installation, the Company's hardware warranty remains in effect provided installation is performed in accordance with the Company's published guidelines. Damage caused by improper self-installation is excluded from warranty coverage per Section 4.3.

7. Maintenance Plans (Optional)

7.1 Availability

Optional preventive and corrective maintenance plans are available for purchase to extend the operational life and performance of locker Products beyond the standard warranty period.

7.2 Plan Options

Maintenance plans may include, depending on the selected tier:

• Scheduled preventive maintenance visits (annual or semi-annual)
• Priority response for corrective/break-fix repairs
• Discounted or included replacement parts
• Firmware updates and hardware diagnostics
• Dedicated account management

7.3 Terms

Maintenance plan terms, pricing, and coverage details are set forth in the applicable maintenance agreement or quote. Maintenance plans are billed annually in advance and auto-renew under the same terms as the Software subscription (Section 5.3).

8. Intellectual Property

All intellectual property rights in and to the Software, including but not limited to source code, object code, documentation, designs, trade secrets, trademarks, and patents, are and shall remain the exclusive property of the Company. Nothing in this Agreement grants Customer any ownership interest in the Software. Customer shall not reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Software.

9. Data and Privacy

The Company shall collect and process data in connection with the Software platform in accordance with its Privacy Policy, available at accessa.io. Customer retains ownership of its data stored on the platform. The Company shall implement commercially reasonable administrative, technical, and physical safeguards to protect Customer data against unauthorized access, loss, or disclosure.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, arising out of or related to this Agreement, regardless of the theory of liability.

The Company's total aggregate liability under this Agreement shall not exceed the amounts actually paid by Customer to the Company during the twelve (12) months preceding the event giving rise to the claim.

11. Disclaimer of Warranties

Except for the express limited warranty set forth in Section 4, the Company makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not warrant that the Software will be error-free or uninterrupted.

12. Indemnification

Customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Customer's use of the Products or Software, Customer's breach of this Agreement, or Customer's violation of any applicable law or regulation.

13. Termination

Either party may terminate this Agreement upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof. Upon termination, Customer's license to the Software shall immediately cease, and Customer shall pay all outstanding fees for Products and Services delivered prior to termination. Sections 8, 9, 10, 11, 12, and 14 shall survive termination.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Cook County, Illinois, and each party consents to the personal jurisdiction of such courts.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from causes beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, government actions, or disruptions to supply chains or utilities.

16. General Provisions

• Entire Agreement. This Agreement, together with any applicable quotes, proposals, and order forms, constitutes the entire agreement between the parties with respect to the subject matter hereof.
• Amendments. No modification of this Agreement shall be effective unless in writing and signed by both parties.
• Assignment. Customer may not assign this Agreement without the prior written consent of the Company. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such party's right to enforce such provision in the future.
• Notices. All notices under this Agreement shall be in writing and sent to the addresses set forth herein or such other address as a party may designate in writing.

17. Contact Information

For questions regarding these Terms and Conditions, please contact: