Rhombus Systems, Inc.

Terms Regarding the Resale of Third-Party Products

Posting Date: July 29, 2025

These Terms Regarding the Resale of Third-Party Products (“Terms of Resale”) are made by and between Rhombus Systems, Inc., a Delaware corporation, with its principal office located at 1610 R Street, Suite 350, Sacramento, CA 95811 ("Rhombus"), the authorized Rhombus Reseller that is purchasing products for further resale, and the end user Customer that is purchasing products for its own use (Rhombus, Customer, and Reseller are each deemed a “Party”, and collectively, the "Parties”). These Terms of Resale are effective as of the Posting Date set forth above.

WHEREAS, Rhombus’s terms of service for Customers are now set forth online at https://legal.rhombus.com/end-user-tos, each as amended from time-to-time, including without limitation, the End User License Agreement (“EULA”), Data Processing Addendum (“DPA”), Service Level Agreement (“SLA”), Monitoring Services Agreement, and Product Evaluation Agreement, and any other related exhibits and addenda that relate to the products and services referenced therein (collectively, the “Online TOS”);

WHEREAS, Customer may have negotiated amendments to the Online TOS (“Customer’s TOS”), and such amendments are now in effect and binding;

WHEREAS, Reseller has entered into a reseller agreement with Rhombus with terms and conditions governing its purchase and resale of Rhombus’s Products (the “Reseller Agreement”); and

WHEREAS, the Online TOS, Customer’s TOS, and Reseller Agreement may not contain terms applicable to the purchase of certain physical security products (“OEM Products”) manufactured by third parties ("TP Manufacturers").

NOW THEREFORE, the Parties desire to have their commercial transactions and use of OEM Products subject to their other agreements and also these Terms of Resale, as further set forth hereunder.

TERMS AND CONDITIONS

1.         Product Sourcing and Resale

All OEM Products are supplied by their respective TP Manufacturers and are resold by Rhombus without any modification or alteration. Reseller and Customer may purchase such products from any other source, and there is no obligation to purchase such products from Rhombus. The current OEM Products are set forth in Schedule A, below.

2.         No OEM Product Warranty or Representation

Rhombus makes no representations or warranties, express or implied, concerning the quality, performance, safety, merchantability, fitness for a particular purpose, or compliance with applicable laws of any OEM Product sold.

All warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement, are expressly disclaimed by Rhombus.

3.         Manufacturer’s Warranty Exclusive

Resellers and Customers acknowledge and agree that any and all warranties related to the OEM Products are solely provided by the respective OEM Manufacturers and are subject to the terms and conditions established by those OEM Manufacturers. Rhombus shall have no responsibility or liability for: (a) the content or sufficiency of any OEM Manufacturer’s warranty; (b) any OEM Product defects or failures; (c) service, support, or repair obligations of any such OEM Product (except to the extent it is related to Rhombus’s Products); or (d) consequential or incidental damages arising from the use or inability to use the OEM Products.

4.         Reseller and Customer Acknowledgment

By purchasing OEM Products from Rhombus, the Reseller and Customer: (a) agrees that they have been provided with access to OEM Manufacturer warranty information, if applicable; (b) accepts that Rhombus shall not liable for any claim, loss, damage, or expense arising directly or indirectly from any OEM Product malfunction, defect, or failure, whether in contract, tort, strict liability, or otherwise; (c) understands that the sole remedy for any OEM Product issue lies with the OEM Manufacturer under its applicable warranty or support policy.

5.         Indemnification

To the maximum extent permitted by law, Rhombus, the Reseller and Customer each agrees to indemnify, defend, and hold harmless Rhombus from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) any claims related to the OEM Products; (b) the Customer's use, misuse, or resale of the OEM Products; and (c) any representation made by the Reseller or Customer to end users or other third parties beyond those explicitly provided by the OEM Manufacturer.

6.         Limitation of Liability

IN NO EVENT SHALL RHOMBUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RELATING TO THE OEM PRODUCTS, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RHOMBUS’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE OEM PRODUCTS SHALL NOT EXCEED THE AMOUNT PAID BY THE RESELLER OR CUSTOMER (AS THE CASE MAY BE) DIRECTLY TO RHOMBUS FOR THE OEM PRODUCTS AT ISSUE.

7.         NO OTHER CHANGES

All terms of the Online TOS, Customer’s TOS and/or the Reseller Agreement shall remain in full force and effect, except as expressly amended herein.

8.         WAIVER

All waivers must be in writing and signed by the waiving Party.  The failure of either Party to enforce its rights under these Terms of Resale at any time for any period shall not be construed as a waiver of such rights.

9.         ENTIRE AGREEMENT

These Terms of Resale supersede all proposals, oral or written, all negotiations, conversations, or discussions between or among the Parties relating to the subject matter of these Terms of Resale and all past dealing or industry custom. To the extent the Online TOS, Customer’s TOS, the Reseller Agreement or any other agreement, purchase order, or communication conflicts with these Terms of Resale, these Terms of Resale shall control and take precedence. No changes or modifications are to be made to these Terms of Resale unless evidenced in writing, specifically referencing these Terms of Resale and the respective Sections that are to be amended, and signed for and on behalf of the relevant Parties to be bound.

SCHEDULE A