Terms of Service

EQUIPMENT TERMS, STATEMENT OF LIMITED WARRANTY, AND RMA PROCEDURES ADDENDUM
Last revised on March 9, 2026

This addendum forms part of, and is incorporated into, the Service Subscription Agreement (the “Agreement”). This addendum establishes the terms governing Equipment provided by BrainBox AI in connection with the Services, including Equipment ownership classification, the applicability of the Limited Warranty for Sold Equipment, and the procedures for return, repair, replacement, or evaluation of Equipment through Brainbox AI’s return merchandise authorization (“RMA”) process. This document applies to all Equipment supplied, sold, loaned, installed, or otherwise provided by BrainBox AI under the Agreement in connection with the delivery or enablement of the Services. In the event of a conflict between this document and another provision of the Agreement, this document will control with respect to Equipment-related matters. Capitalized terms not defined in this document have the meanings given in the Agreement.

1. Equipment Categories

For purposes of the Agreement, Equipment provided by BrainBox AI is classified into the following categories.

1.1 Sold Equipment

“Sold Equipment” means Equipment that is sold to the Customer pursuant to the Agreement, for which title transfers to the Customer in accordance with the applicable invoice or Order Form. Sold Equipment is subject solely to the Limited Warranty incorporated by reference in Section 2 of this addendum.

1.2 Loaned Equipment

“Loaned Equipment” means Equipment provided by BrainBox AI solely to enable connectivity or delivery of the Services, for which no sale occurs and no title transfers. Loaned Equipment remains the property of BrainBox AI at all times and is provided without warranty, except to the extent required by applicable law.

2. Limited Warranty (Sold Equipment Only)

2.1 Incorporated Limited Warranty

Sold Equipment is covered solely by BrainBox AI’s limited hardware warranty attached to this addendum (the “Limited Warranty”), which is incorporated into this Agreement by reference.

The Limited Warranty applies only to Sold Equipment and does not apply to Loaned Equipment, Services, software, firmware, installation services, commissioning activities, professional services, or any third-party hardware, software, or components.

If BrainBox AI issues an updated version of the Limited Warranty, BrainBox AI shall advise the Customer in writing in connection with the shipment of any Sold Equipment to which such updated Limited Warranty applies.

Any updates or revisions to the Limited Warranty apply only to Sold Equipment shipped after the effective date of such update and do not apply retroactively to Sold Equipment previously shipped.

2.2 Exclusivity of Warranty

The Limited Warranty constitutes the sole and exclusive warranty applicable to Sold Equipment. Except as expressly provided in the Limited Warranty, all Equipment and Services are provided on an “as is” and “as available” basis, to the maximum extent permitted by applicable law.

3. Warranty Exclusions and Conditions

All exclusions, limitations, conditions, and eligibility requirements applicable to the Limited Warranty are set out exclusively in the Limited Warranty and are incorporated into this Agreement by reference.

4. Return Merchandise Authorization (RMA)

4.1 RMA Authorization

All returns, repairs, replacements, evaluations, or recoveries of Equipment, whether Sold Equipment or Loaned Equipment, require prior authorization from BrainBox AI. Authorization may be provided by BrainBox AI’s support, customer service, or sales operations teams in response to a request submitted by the Customer by email or other customary communication channels.

No Equipment may be returned to BrainBox AI without such authorization.

4.2 Replacement and Return Logistics

At BrainBox AI’s discretion, replacement Equipment may be shipped to the Customer prior to the return of the affected Equipment. Where BrainBox AI requires the return of Equipment, BrainBox AI may provide return shipping instructions or a return shipping label, if applicable.

Unless otherwise agreed in writing, the Customer bears the risk of loss for Equipment until received by BrainBox AI.

4.3 Loaned Equipment Returns

Upon expiration or termination of the applicable Location Subscription Term, or upon written request from BrainBox AI, the Customer shall, at its own expense, return Loaned Equipment to BrainBox AI or provide BrainBox AI with reasonable access to recover such Loaned Equipment, in accordance with BrainBox AI’s instructions.

4.4 Condition of Returned Equipment

Equipment returned to BrainBox AI must be in reasonable condition, ordinary wear and tear excepted. The Customer is responsible for loss of, or damage to, returned Equipment beyond ordinary wear and tear.

5. No Extension of Warranty

Any repair, replacement, or servicing of Equipment does not extend, renew, or restart the applicable Limited Warranty period.

6. Limitation of Liability (Equipment)

To the maximum extent permitted by applicable law, BrainBox AI’s total liability arising out of or relating to Sold Equipment and the Limited Warranty shall not exceed the purchase price paid for the specific Sold Equipment giving rise to the claim.

In no event shall BrainBox AI be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of use, loss of profits, downtime costs, or removal and reinstallation costs, even if advised of the possibility of such damages.

7. Survival

The provisions of this addendum that by their nature should survive termination or expiration of the Agreement or any Location Subscription Term shall survive, including provisions relating to ownership, return obligations, warranty disclaimers, and limitations of liability.

STATEMENT OF LIMITED WARRANTY

Subject to the exclusions set forth below Brainbox AI warrants that Sold Equipment, including its smart thermostat controls products (“Product(s)”) to be free from defect in material and workmanship for a period of one (1) year from the date of shipment from Brainbox AI’ facilities.

Emergency batteries/inverters, replaceable consumables (e.g., lithium batteries, printers, cartridges), computer hardware, mobile computing devices, software (other than firmware), commissioning systems, third party gear, installation services, remote programming, or other professional services, are excluded from this Statement of Limited Warranty.

Access to the software associated with the Product(s) may be subject to the terms of an End-User License Agreement (“EULA”) and warranty terms applicable to such software are set forth in the applicable EULA. Brainbox AI licenses third party software “as is” with no express or implied warranty of any kind, including that the operation of the software or firmware or any portion thereof will be interruption or error free.

This Statement of Limited Warranty (“Warranty”) applies only when the Product(s) are installed in applications in which ambient temperatures are within the range of specified operating temperatures. Brainbox AI will not be responsible under this Warranty for any failure of the Product(s) that results from external causes such as: acts of nature; physical damage; exposure to adverse or hazardous chemical or other substances; use of reactive cleaning agents and/or harsh chemicals to clean the Product(s); external site conditions, including without limitation, heavy tree cover, cellular, satellite or radio interference, environmental conditions; vandalism; terroristic acts; fire; power failure, improper power supply, power surges or dips, and/or excessive switching; induced vibration; animal or insect activity; fault or negligence of purchaser, any end user of the Product(s) and/or any third party not engaged by Brainbox AI; improper or unauthorized access or use, installation, handling, storage, alteration, maintenance or service, including failure to abide by any product classifications or certifications, or failure to comply with any applicable standards, codes, recommendations, product specification sheets, or instructions of Brainbox AI, failure to provide requested data or inadequate data provided by end user; use of the Product(s) with components, processes or materials supplied by any end user or third party; or any other occurrences beyond Brainbox AI’s reasonable control. Brainbox AI also will not be responsible under this Warranty for any substantial deterioration in the Product finish that is caused by failure to clean, inspect or maintain the finish of the Product(s). If the Product(s) are used on existing foundations, anchorages or structures, the end user is solely responsible for the structural integrity of such existing foundations, anchorages or structures and all consequences arising from their use. Adequate records of operating history, maintenance, and/or testing must be kept by the end user and provided to Brainbox AI upon request to substantiate that the Product(s) have failed to comply with the terms of this Warranty. Neither polycarbonate nor acrylic material used in the Products is warranted against yellowing, as yellowing may naturally occur over time due to normal aging. This Warranty does not cover cost that may be incurred in connection with changes or modifications to the Product(s) required to accommodate site conditions and/or faulty building construction or design. In addition, this warranty does not cover costs resulting from installation of third party supplied components, failures of third party supplied components, or failures of Brainbox AI supplied Product(s) caused by a third party supplied component. This Warranty only applies to the Product(s) when sold for commercial purposes and does not apply to any consumer product(s), which are governed by separate limited warranty terms. This Warranty does not extend to the achievement of any potential energy-savings and/or efficiency expectations.

If the Product(s) fail to comply with the terms of this Warranty, Brainbox AI, at its option, will repair or replace the Product(s) with the same or a functionally equivalent Product(s) or component part(s). This Warranty excludes labor and equipment required to remove and/or reinstall original or replacement parts. This Warranty extends only to the Product(s) as delivered to, and is for the sole and exclusive benefit of, the original end user of the Product(s) at the original location. This Warranty may not be transferred or assigned by the original end user. The repair or replacement of any Product(s) or component part within the Product(s) is the sole and exclusive remedy for failure of the Product(s) to comply with the terms of this Warranty and does not extend the Warranty period. Warranty claims regarding the Product(s) must be submitted in writing within (30) days of discovery of the defect or failure to an authorized Brainbox AI post-sales or customer service representative. Product(s) or component part(s) may be required to be returned for inspection and verification of non-conformance by Brainbox AI, but no Product(s) or component part(s) will be accepted for inspection, verification or return unless accompanied by a “return authorization number” which can be obtained only from an authorized Brainbox AI post-sales or customer service representative. Brainbox AI is not responsible for any cost associated with ongoing testing with regard to this Warranty. Brainbox AI is not responsible for any costs and expenses incurred in connection with shipment of Product(s) to Brainbox AI, but Brainbox AI shall bear all cost and expense incurred in connection with shipment of replacement Product(s) to the customer.

THE FOREGOING WARRANTY TERMS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, AND BRAINBOX AI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING DIRECTLY OR INDIRECTLY TO THE PRODUCT(S), WHETHER ORAL, WRITTEN, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO SYSTEM INTEGRATOR, DISTRIBUTOR, AGENT, OR OTHER SUPPLIER OF BRAINBOX AI PRODUCTS HAS THE AUTHORITY TO MODIFY OR AMEND THIS WARRANTY WITHOUT EXPRESS WRITTEN AUTHORIZATION FROM BRAINBOX AI.

The total liability of Brainbox AI on any and all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with, or resulting from, Brainbox AI’ performance or breach of this Warranty, or from Brainbox AI’ sale, delivery, resale, repair, or replacement of any Product(s) or the furnishing of any services, shall in no event exceed the purchase price allocable to the Product(s) that give rise to the claim, and any and all such liability shall terminate upon the expiration of the warranty period specified above.

IN NO EVENT SHALL BRAINBOX AI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER AS THE RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, INCLUDING WITHOUT LIMITATION LABOR OR EQUIPMENT REQUIRED TO REMOVE AND/OR REINSTALL ORIGINAL OR REPLACEMENT PARTS, LOSS OF TIME, PROFITS OR REVENUES, LACK OR LOSS OF PRODUCTIVITY, INTEREST CHARGES OR COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, SYSTEMS, SERVICES OR DOWNTIME COSTS, DAMAGE TO OR LOSS OF USE OF PROPERTY OR EQUIPMENT OR ANY INCONVENIENCE ARISING OUT OF ANY BREACH OF THE FOREGOING WARRANTY OR OBLIGATIONS UNDER SUCH WARRANTY.

Brainbox AI reserves the right to modify or discontinue this Warranty without notice, provided that any such modification or discontinuance will only be effective with respect to any Product(s) purchased after such modification or discontinuance.