SCALLIX INC. – GENERAL TERMS AND CONDITIONS

Version: 1.2

Effective Date: December 2025

ENGLISH VERSION

1. INTRODUCTION

These General Terms and Conditions (“Terms”) govern all sales, rentals, leases, subscriptions, services, professional activities, and any other commercial engagement between Scallix Inc. (“Scallix”) and any purchaser, operator, distributor, or end user (“Client”). By entering into any Sales Agreement, Service Commitment, Purchase Order, or by accessing or using any Scallix system, the Client agrees to be bound by these Terms.

2. LANGUAGE

This Agreement is drafted in English and French. Both versions are intended to reflect the same meaning; however, in the event of any discrepancy, inconsistency, or ambiguity between the English and French versions, the English version shall prevail.

3. DEFINITIONS

“Scallix Smart Retail” means the integrated suite of Scallix-provided technologies and services, including but not limited to Scallix Stations, smart vending units, coolers, fridges, shelving systems, sensors, routers, the Shekel Management Console, SaaS platforms, dashboards, APIs, cloud services, analytics tools, and all related professional services such as installation, onboarding, marketing support, technical assistance, and training.

“Service Commitment” means any written Sales Agreement, Subscription Plan, Lease Agreement, Service Order, Statement of Work, or other executed document referencing these Terms.

“Equipment” means any hardware provided by Scallix, including smart coolers, shelving systems, sensors, routers, or accessories.

4. AGREEMENT SCOPE

These Terms, together with any applicable Service Commitment, constitute the entire agreement between Scallix and the Client. Any conflicting or additional terms proposed by the Client are rejected unless expressly accepted in writing by an authorized representative of Scallix. No verbal representations, marketing materials, or unsigned documents shall modify these Terms.

5. EQUIPMENT SALES, TITLE & RISK OF LOSS

Title to Equipment transfers to the Client only upon Scallix’s receipt of full payment. Until such payment is received, all Equipment shall remain the sole property of Scallix, and the Client shall not resell, transfer, pledge, lease, or encumber the Equipment.

All deliveries are made Ex Works (EXW) at Scallix’s designated facility in accordance with Incoterms® 2020, unless otherwise agreed in writing. Risk of loss, damage, theft, or deterioration transfers to the Client immediately once the Equipment is made available for pickup.

The Client is solely responsible for selecting carriers, managing transportation, securing the Equipment, obtaining insurance coverage, and paying all logistics-related costs.

Delays in unloading beyond thirty (30) minutes of free time shall incur detention charges of $200.00 CAD per hour, billable to the Client.

6. FEES, BILLING & PAYMENT TERMS

All fees and charges are outlined in the applicable Service Commitment and are exclusive of applicable taxes unless otherwise stated. Payments must be made in accordance with the agreed terms.

Payments not received by their due date shall accrue interest at a rate of ten percent (10%) per annum or the highest rate permitted by law. Scallix reserves the right to suspend services, restrict access to systems, or withhold proceeds if the Client is in default.

Scallix may update recurring service pricing upon thirty (30) days’ prior written notice to the Client.

7. PAYMENT PROCESSING

Unless otherwise stated in writing, the minimum processing fee shall be 4.5% plus $0.10 per transaction. The Client acknowledges that these fees may be subject to change based on payment provider requirements or contractual arrangements.

The Client assumes full responsibility and liability for all transactions conducted through its systems, including refunds, disputes, chargebacks, penalties, and compliance with applicable payment processing rules. Any violation of payment processor requirements shall be the sole responsibility of the Client.

8. SUBSCRIPTIONS, CONNECTIVITY & SERVICE PLANS

All Scallix systems require an active subscription in order to operate. Subscription plans may include connectivity services, dashboards, analytics, remote diagnostics, monitoring, updates, APIs, and customer support.

When the SIM card is used as the primary connectivity method without Wi-Fi, data usage is limited to 1.5GB per month. Additional charges of $5.60 USD plus applicable taxes shall apply for every additional 500MB of data usage.

Scallix reserves the right to modify service plan features with reasonable notice. Lapsed or inactive subscriptions may result in partial or complete loss of system functionality.

9. SERVICE LEVEL DISCLAIMER

Scallix shall use commercially reasonable efforts to maintain system availability and performance; however, all services are provided on an “as available” and “as is” basis. Scallix does not guarantee uninterrupted service, error-free operation, or continuous network availability.

Interruptions may occur due to maintenance, third-party failures, connectivity issues, or circumstances beyond Scallix’s control. Such interruptions shall not constitute a breach of this Agreement.

10. LIMITED WARRANTY

Scallix provides a limited warranty covering defects in materials and workmanship under normal use conditions. Warranty periods are as follows: three (3) years for coolers, with an additional two (2) years on the compressor, and one (1) year for all other components.

This warranty excludes damage caused by misuse, improper installation, unauthorized modifications, environmental exposure, electrical issues, vandalism, theft, or failure to follow operational guidelines.

Scallix’s sole obligation shall be to repair or replace defective Equipment at its discretion.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Scallix shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, revenue, data, business opportunities, or business interruption.

Scallix’s total cumulative liability shall not exceed the total amount paid by the Client for the Equipment or services giving rise to the claim.

12. TERMINATION

Scallix may terminate or suspend this Agreement immediately upon notice if the Client fails to make payments, breaches any material obligation, or misuses the systems.

Upon termination, all access to software and services shall be revoked, and all outstanding amounts shall become immediately due and payable.

13. TECHNICAL SUPPORT

Technical support is available during standard business hours. While Scallix will make reasonable efforts to respond promptly, no guaranteed response or resolution times are provided unless agreed in writing.

14. INSURANCE

The Client is responsible for maintaining adequate insurance coverage, including protection against theft, damage, liability, and other risks associated with the Equipment and its operation.

15. COMPLIANCE

The Client is solely responsible for compliance with all applicable laws and regulations, including food safety, licensing, electrical standards, and payment regulations.

16. SOFTWARE LICENSE & INTELLECTUAL PROPERTY

Scallix grants a limited, revocable, non-exclusive license to use its software. All intellectual property rights remain the exclusive property of Scallix.

17. DATA & PRIVACY

Scallix may collect anonymized operational data for system improvement and analytics. Personal data, if any, shall be handled in accordance with applicable privacy laws and Scallix’s Privacy Policy.

18. INDEMNIFICATION

The Client agrees to indemnify and hold harmless Scallix from any claims arising from misuse, negligence, regulatory violations, or third-party damages.

19. FORCE MAJEURE

Scallix shall not be liable for delays or failures caused by events beyond its reasonable control.

20. DISPUTE RESOLUTION & GOVERNING LAW

Any disputes shall be resolved by binding arbitration in Ontario, Canada. This Agreement shall be governed by the laws of Ontario and applicable federal laws of Canada.

21. AMENDMENTS

Scallix reserves the right to modify these Terms at any time. Continued use of services constitutes acceptance of such modifications.