Terms and Conditions of Sale - Four Leaf Technology

FOUR LEAF TERMS AND CONDITIONS OF SALE

Effective Date: February 12, 2025

These Terms and Conditions (“Terms”) govern all sales of Products (defined below) by Four Leaf Ventures, LLC (“Four Leaf”) and are hereby incorporated into and made part of every proposal, quotation, Purchase Order, Executed Order (each defined below), and invoice issued or accepted by Four Leaf to or from the entity whose name appears on the applicable proposal, quotation, Purchase Order, Executed Order, and invoice (“Purchaser”). Purchaser is hereby deemed to have accepted and agreed to these Terms by purchasing Products from Four Leaf pursuant to any such proposal, quotation, Purchase Order, Executed Order, or invoice. Four Leaf and Purchaser may hereinafter each be referred to as a “Party” and collectively, the “Parties.”

DEFINITIONS. The following terms shall have the meanings ascribed to them herein, with such definitions to be applicable to both the singular and plural use of the terms.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party hereto, where control means the power, directly or indirectly, to cause the direction of management and policies of such entity, whether through voting securities, contract, or otherwise.

“Executed Order” means a written order, including by executed quote, purchase order, statement of work, email or by other written agreement as accepted by Four Leaf.

“OEM” means the original equipment manufacturer, licensor, producer, vendor, or service provider, as applicable, of the applicable Products.

“OEM Agreement” means the agreement, terms of service, terms of use, or any other governing agreement or terms between the OEM and Purchaser which governs Purchaser’s access to, use, and/or performance of the Products, and/or the relationship between OEM and Purchaser.

“Products” shall mean the software, hardware, and Third Party Services, as applicable, to be provided by Four Leaf as reseller under these Terms.

“Purchase Order” means a written order to purchase Products, including an email, Four Leaf’s standard purchase order, or terms which reference a specific Four Leaf quote number, a statement of work, or such other terms as agreed by the Parties.

“Third Party Services” shall mean the services, functions, and responsibilities described in any Executed Order to be performed by an OEM.

PROVISION OF Products.
1. Executed Orders. Subject to the provisions of these Terms, Four Leaf agrees to use best efforts to provide to Purchaser the Products set forth in an Executed Order as a value-added reseller. Four Leaf may provide a quote to Purchaser for Products. A quote will be accurate for a period of ninety (90) days from delivery to Purchaser, unless Four Leaf expressly states otherwise on the applicable quote, and provided that a quote is subject to change in the event the OEM modifies the Products and/or prices for applicable Products. Purchaser may submit a Purchase Order to Four Leaf for Products. Four Leaf may accept or reject a Purchase Order in its sole discretion. Four Leaf may accept a Purchase Order by signing the applicable Purchase Order or otherwise giving Purchaser written notice confirming Four Leaf’s acceptance of the same (“Acceptance”). Upon Four Leaf’s Acceptance of a Purchase Order, the Purchase Order becomes an Executed Order. Purchaser may not terminate any Executed Order without Four Leaf’s express prior written consent. If any terms or conditions of a Purchase Order conflict with these Terms, the provisions of these Terms shall control, and such additional or conflicting terms are hereby rejected. In the event of a conflict between these Terms and the terms of any Executed Order, the terms of these Terms shall control, provided that the Executed Order may control if such Executed Order expressly states it shall supersede these Terms. Such term shall supersede only the applicable provision of these Terms and only with respect to such Executed Order and not any other order.
2. Non-Exclusivity. The Parties acknowledge and agree that the relationship formed by these Terms is non-exclusive. Purchaser may obtain hardware, software, or services similar to or the same as the Products from any third party, and Four Leaf may provide Products similar to or the same as those provided to Purchaser to any third party without any restriction hereunder.
3. OEMs. Purchaser acknowledges and agrees that an OEM (or its third party provider, as applicable) is responsible for the actual manufacture and provision of the Products provided pursuant to these Terms, and that Purchaser’s access to, or use of such Products may be subject to the applicable OEM Agreement. Purchaser further acknowledges and agrees that the OEM Agreement is exclusively between Purchaser and OEM, and that Four Leaf has no obligations or liability under, or responsibility for, such OEM Agreement terms or their fulfillment.
4. Performance by Four Leaf’s Affiliates. Purchaser acknowledges and agrees that actual performance of Four Leaf’s obligations under these Terms may be made by Affiliates of Four Leaf. For purposes of these Terms, performance of any such obligations under these Terms by any Affiliate of Four Leaf shall be deemed performance by Four Leaf itself.
CHARGES.
1. Payment. Purchaser shall pay for the Products in accordance with the invoice for each applicable Executed Order.
2. Invoicing. Four Leaf shall invoice all charges in accordance with the applicable Executed Order. Each Executed Order may establish credit, pre-payment or other terms as reasonably determined by the Parties.
3. Taxes. Purchaser shall pay all sales, use, excise, and other similar taxes assessed as a result of any Executed Order. Purchaser will pay all such taxes to Four Leaf on each applicable invoice so that the total amounts received by Four Leaf are the amounts specified on the invoice. Notwithstanding the foregoing, Purchaser shall not be responsible for paying any taxes upon the real, personal, or intangible property of Four Leaf, its employees or upon the net income or profits of Four Leaf or similar taxes.
4. Due Date. Purchaser shall pay Four Leaf all amounts due within thirty (30) days of receipt of the applicable invoice. Four Leaf may require that payment be made prior to delivery of applicable Products or establish credit terms or other requirements if set forth in an Executed Order.
5. Late Payments. Any late payment shall bear interest at the lesser of the rate of one and one half percent (1.5%) per month or the maximum rate allowed under law from the due date until paid in full. Disputed amounts, if the dispute is resolved in favor of Four Leaf, shall bear interest from the original due date of the first invoice until paid. Notwithstanding any other provision under these Terms, any undisputed invoice, or undisputed portion thereof, not paid within ten (10) days of when such amount is due may result in an interruption of Products provided to Purchaser by an OEM or other remedial action, including, without limitation, termination of the applicable Executed Order by Four Leaf. Such interruption shall not relieve Purchaser from its obligation to pay the undisputed amounts due and owing. Purchaser agrees to reimburse Four Leaf its reasonable expenses, including attorneys’ fees incurred in collecting any undisputed amounts due and owing to Four Leaf.
6. Expenses. Except to the extent otherwise set forth in these Terms or in an applicable Executed Order, each Party shall bear its own internal expenses related to the performance of these Terms.
7. Delivery, Title, and Risk of Loss. As applicable, Products shall be delivered according to the shipping terms set forth in the applicable OEM Agreement, unless such OEM Agreement permits otherwise, and such other shipping terms are expressly stated in an Executed Order. For the avoidance of doubt, Purchaser shall bear the cost of shipping and transportation. As applicable, passage of title and risk of loss shall pass to Purchaser according to the terms set forth in the applicable OEM Agreement, unless such OEM Agreement permits otherwise, and such other terms governing passage of title and risk of loss are expressly stated in an Executed Order.
DISCLAIMER OF WARRANTIES and availability.
1. Warranty. FOUR LEAF HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PRODUCTS, WHETHER WRITTEN, ORAL, EXPRESSED, OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. IN ADDITION, FOUR LEAF DOES NOT REPRESENT OR WARRANT THAT ANY PRODUCTS WILL BE ERROR- OR DEFECT-FREE. FOUR LEAF RESELLS AND PASSES THROUGH THE PRODUCTS ON AN “AS IS, WHEN AVAILABLE” BASIS. PURCHASER ACKNOWLEDGES AND AGREES THAT PRODUCTS IT RECEIVES PURSUANT TO THESE TERMS MAY BE SUBJECT TO APPLICABLE OEM AGREEMENT TERMS, INCLUDING, WITHOUT LIMITATION, TERMS GOVERNING ACCESS AND USE RIGHTS, WARRANTIES, INDEMNIFICATION, LIMITATION OF LIABILITY, AND DISPUTE RESOLUTION. THE OEM AGREEMENT IS EXCLUSIVELY BETWEEN PURCHASER AND OEM, AND FOUR LEAF HAS NO OBLIGATIONS OR LIABILITY UNDER, OR RESPONSIBILITY FOR, SUCH OEM AGREEMENT TERMS OR THEIR FULFILLMENT.
2. Availability. PURCHASER ACKNOWLEDGES AND AGREES THAT THE AVAILABILITY OF THE PRODUCTS IS CONTINGENT ON THE OEM. CONSEQUENTLY, FOUR LEAF WILL HAVE NO LIABILITY FOR (I) FOUR LEAF’S OR OEM’S FAILURE TO ALLOCATE OR RESERVE ANY PRODUCT; (II) FOUR LEAF’S OR OEM’S FAILURE TO DELIVER PRODUCTS, OR THE REQUISITE NUMBER OF PRODUCTS, WITHIN A SPECIFIED TIME; (III) AVAILABILITY OR DELAYS IN THE DELIVERY OF ANY PRODUCT; OR (IV) OEM’S DISCONTINUATION OF ANY PRODUCTS OR PARTS OR FEATURES THEREOF.
CONFIDENTIALITY.
1. Confidential Information. Each Party (“Receiving Party”) may receive Confidential Information (defined below) from the other Party (“Disclosing Party”) in connection with these Terms. The Receiving Party shall: (i) only use the Disclosing Party’s Confidential Information for purposes of performing its obligations and enforcing its rights under these Terms; (ii) not make any use of the Disclosing Party’s Confidential Information other than performance of its obligations or enforcement of its rights under these Terms; (iii) only disclose the Disclosing Party’s Confidential Information to its employees, agents, subcontractors, and advisors (“Authorized Persons”) who have a need to know such information for purposes of performing under these Terms and who are under written or professional obligations of confidentiality; and (iv) protect the Disclosing Party’s Confidential Information with the same degree of care with which it protects its own Confidential Information of a similar nature, and in no event with less than a reasonable standard of care. The Receiving Party is and shall be liable for any breach of these confidentiality obligations by its Authorized Persons. The Disclosing Party shall retain all right, title, and interest in and to its Confidential Information, and the Receiving Party shall receive only a limited, revocable right to use such Confidential Information to perform or enforce its rights under these Terms. “Confidential Information” means non-public information pertaining to a Party’s business affairs, plans, pricing, and other proprietary information, trade secrets, and information which given the nature of the information disclosed and circumstances surrounding its disclosure a reasonable person should consider confidential, whether disclosed orally, in writing or otherwise, and regardless of whether such information is designated as such.
2. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of these Terms; (ii) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in the the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder, as established by documentary evidence; (iv) was or is independently developed by the Receiving Party without use of or reference to any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Requirement”); provided that, if a Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to a Legal Requirement, the Receiving Party shall first give prompt written notice of such requirement to the Disclosing Party to enable to the Disclosing Party to prevent or limit such disclosure, and provide all reasonable assistance requested with regard to the same, and, if disclosure is required, shall only disclose the minimal amount of Confidential Information necessary to comply with such Legal Requirement.
INDEMNITY.
1. Indemnification Obligations. Purchaser shall indemnify, defend, and hold Four Leaf and its Affiliates, including its and their officers, directors, employees, and agents, harmless from and against any third party allegation, investigation, claim, lawsuit, or proceeding, and all fees, judgments, damages, penalties, costs, and expenses (including reasonable attorneys’ fees) in connection therewith, that arise out of or relate to: (i) any personal injury or death caused by or in connection with the use of the Products; (ii) any damage to tangible, personal or real property (including, without limitation, computers, servers, computer networks, and other electronic media and devices) caused by or in connection with use of the Products; (iii) any claims regarding loss, disclosure, or unauthorized access to or use of data or personal information, or any other violation of law or any right to privacy, in connection with the use of Products; and (iv) Purchaser’s fraud, gross negligence, or willful misconduct.
LIMITATION OF LIABILITY.
1. EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO FOUR LEAF’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL FOUR LEAF, ITS AFFILIATES, INCLUDING ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, BE LIABLE TO PURCHASER UNDER THESE TERMS, INCLUDING ALL TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE PRODUCTS PROVIDED PURSUANT TO THESE TERMS, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER FOUR LEAF HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO FOUR LEAF’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL FOUR LEAF, ITS AFFILIATES, INCLUDING ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES, TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING ALL TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE PRODUCTS PROVIDED PURSUANT TO THESE TERMS, EXCEED THE AMOUNTS PAID TO FOUR LEAF BY PURCHASER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE FIRST LIABILITY.
3. WAIVER OF CLAIMS AGAINST FOUR LEAF FOR OEM LIABILITY. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS SOLE RECOURSE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO (I) THE ACCESS, USE, OPERATION, PERFORMANCE, OR FAILURE OF, AND ANY DAMAGES CAUSED BY, PRODUCTS RESOLD UNDER THESE TERMS, INCLUDING ALL TRANSACTIONS CONTEMPLATED HEREUNDER; (II) OEM’S BREACH OF THE APPLICABLE OEM AGREEMENT; AND (III) ANY PRODUCT LIABILITY CLAIMS WITH RESPECT TO THE PRODUCTS, SHALL BE AGAINST THE OEM OF THE APPLICABLE PRODUCTS (OR OTHER LIABLE THIRD PARTIES, AS THE CASE MAY BE). PURCHASER HEREBY WAIVES ANY CLAIMS AGAINST FOUR LEAF, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, AGENTS, AND EMPLOYEES FOR SUCH DAMAGES, AND AGREES TO SEEK SUCH DAMAGES EXCLUSIVELY FROM THE OEM (OR OTHER LIABLE THIRD PARTIES, AS THE CASE MAY BE).
PASS THROUGH TERMS.
1. Pass Through. To the extent, if any, Four Leaf is able to pass through certain OEM terms governing access to, use, operation, or performance of the Products, including, without limitation, any warranties with respect to the Products, Four Leaf hereby agrees to pass through such terms to Purchaser. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Purchaser (i) is not a third-party beneficiary to any agreement between Four Leaf and any OEM, and, conversely, (ii) has no right to enforce the terms of any OEM Agreement against Four Leaf.
MISCELLANEOUS.
1. Force Majeure. Neither Party will be liable for any failure to perform its obligations under these Terms, other than its obligation to make payment, if such failure is caused by circumstances or forces beyond the affected Party’s reasonable control (a “Force Majeure Event”). The affected Party will provide the non-affected Party with written notice of such Force Majeure Event and its anticipated duration. The non-affected Party may terminate these Terms by providing written notice to the other Party if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.
2. Dispute Resolution. In the event of any ongoing dispute between the Parties regarding the terms of, or performance under, these Terms, the Parties shall submit the dispute for informal resolution to designated senior representatives with decision making authority to attempt to resolve such dispute in good faith. Notwithstanding the foregoing, nothing herein shall be construed to limit, prevent, or delay a Party from seeking immediate relief, including equitable relief, or enforcing its rights under these Terms, including through other appropriate legal action.
3. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Nebraska, without giving effect to its conflict of law provisions. Except as expressly permitted by Section 10.5, any action, suit, or proceeding arising out of or related to these Terms will be instituted exclusively in the state or federal courts located in Douglas County, Nebraska, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING ALL TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE PRODUCTS PROVIDED PURSUANT TO THESE TERMS.
4. Equitable Relief. Without prejudice to any other rights or remedies available to such Party, whether at law, in equity, or otherwise, either Party may seek equitable relief, including injunctive relief, from a court of competent jurisdiction in the event the other Party breaches or threatens to breach its confidentiality obligations under these Terms. The Parties acknowledge and agree that such breach or threatened breach could cause irreparable harm to the other Party and that money damages alone may be inadequate.
5. Assignment. Purchaser shall not assign or delegate these Terms, or its rights and obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Four Leaf. Subject to the foregoing, these Terms shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns.
6. Third Party Beneficiaries. These Terms are for the sole benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in these Terms are intended to or shall confer on any other party any right, remedy, or benefit under these Terms.
7. Relationship of Parties. The Parties to these Terms are independent contractors. Nothing in these Terms shall be construed to create any agency, partnership, join venture, or any other joint enterprise between the Parties. Neither Party shall have the authority to contract for or bind the other Party.
8. Notices. Except as otherwise specified in these Terms, all notices, requests, approvals, consents, and other communications required or permitted under these Terms shall be in writing and shall be personally delivered or sent by (i) first class U.S. mail, registered or certified, return receipt requested, postage pre-paid; or (ii) U.S. express mail, or other similar overnight courier service to the address of the other Party as stated below. Notices shall be deemed given on the day actually received by the Party to whom the notice is addressed.

Notices to Purchaser shall be given at the address set forth on the applicable Executed Order.

Notices to Four Leaf shall be given as follows at 663 N. 132^nd Street PMB 7137 Omaha, NE 68154.

1. Amendment. Four Leaf may modify these Terms in its sole discretion. Any modification will be effective as of the date such Terms are posted on Four Leaf’s website. By entering an Executed Order after the effective date of such modifications, Purchaser thereby agrees to be bound by such modifications with respect to those Executed Orders placed on or after the effective date of such modifications.
2. Waiver. No delay or omission by either Party to exercise any right or power it has under these Terms shall impair or be construed as a waiver of such right or power. A waiver by any Party of any right or provision under these Terms breach or covenant shall not be construed to be a waiver of any subsequent right or provision. All waivers must be in writing and signed by the waiving Party.
3. Severability. If any provision of these Terms is held for any reason by a court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms shall remain in full force and effect and the provision found to be contrary to law shall be deemed modified to the most limited extent required in order to cause such provision to be in accordance with applicable law while most fully carrying out the intent of the applicable provision as set forth herein.
4. Construction. Four Leaf and Purchaser each acknowledge that the limitations and exclusions contained in these Terms represent the Parties’ agreement based upon the level of risk to Purchaser and Four Leaf associated with their respective obligations under these Terms and the payments to be made to Four Leaf and the obligations to be incurred by the Parties pursuant to these Terms. The Parties agree that the terms and conditions of these Terms shall not be construed in favor of or against either Party because each Party had the opportunity to review and negotiate the terms hereof. For the avoidance of doubt, Purchaser agrees that the terms set forth in these Terms constitute reasonable terms applicable to each Executed Order entered into by the Parties.
5. Survival. Sections 1, 2.2, 3.3, 5, 6, 7, 9, 10, and all provisions which, by their terms and context indicate the Parties intended them to survive, shall survive the completion or expiration of these Terms.
6. Entire Agreement. These Terms, together with the Executed Orders entered into hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof. These Terms supersedes all prior negotiations, agreements, and undertakings, whether written or oral, between the Parties with respect to such matter. These Terms may be amended only by an instrument in writing referencing these Terms and executed by the Parties or their permitted assignees.