English
This Equipment Addendum (the “Addendum”) is incorporated into and made part of the Master Subscription Agreement (“MSA”) and applicable Order Form(s) entered into between GoTab, Inc. (“GoTab”) and the customer identified in the applicable Order Form (“Customer”). Capitalized terms not defined in this Addendum have the meanings given in the MSA.
1.1 Definition. All GoTab‑provided hardware and related equipment supplied under an Order Form (collectively, the “Equipment”) shall have an aggregate stated value, which constitutes the Hardware Balance.
1.2 Initial Hardware Balance. The Hardware Balance shall initially equal the total manufacturer’s suggested retail price (“MSRP”) of the Equipment provided under the applicable Order Form.
1.3 Adjustments to Hardware Balance. The Hardware Balance:
1.4 Continuing Obligation. In the event of termination of any kind, Customer’s obligation to pay the Purchase Price under Section 4.1 continues until paid in full, regardless of any repair, replacement, or upgrade of Equipment.
1.5 Monthly Payment. The Monthly Payment is stated in the applicable Order Form and is calculated as the initial Hardware Balance divided by twenty‑four (24).
1.6 Adjustment for Additional Equipment. If GoTab provides replacement or upgraded Equipment whose MSRP exceeds Customer’s available Replacement Credits, GoTab will apply the available Replacement Credits, add the full MSRP of such Equipment to the Hardware Balance under Section 1.3, and increase the Monthly Payment by the amount of the excess divided by twenty‑four (24).
1.7 Payments Continue After Payoff. Monthly Payments continue for the Subscription Term and any renewal, including after the Hardware Balance reaches zero, unless Customer purchases the Equipment under Section 5.3. The Hardware Balance will not go below zero, and Monthly Payments received while it is zero are non‑refundable and create no balance owed to Customer.
1.8 No Suspension. Monthly Payments are not suspended, reduced, or deferred during any pause, suspension, or seasonal hold of Customer’s subscription services unless GoTab agrees otherwise in writing.
2.1 Program Included in Subscription. Access to GoTab’s equipment protection, replacement, and upgrade program (the “Protection & Replacement Program”) is included as part of the Monthly Subscription Fee. The Protection & Replacement Program is a recurring service and does not constitute a sale of hardware.
2.2 Credit Accrual. As part of the Protection & Replacement Program, GoTab makes available non‑refundable service credits (“Replacement Credits”) that accrue over time while Customer remains in good standing. Replacement Credits:
2.3 Use of Credits. Replacement Credits may be applied to facilitate issuance of replacement or upgraded Equipment without requiring an upfront invoice at the time of issuance. For clarity, the use of Replacement Credits does not eliminate or reduce Customer’s obligation to pay for any Equipment costs in excess of the Replacement Credits, and the Hardware Balance shall increase as provided in Section 1.3.
2.4 Program Administration. GoTab retains sole discretion over eligibility, availability, timing, and application of Replacement Credits, including determination of whether Replacement Credits may be applied toward any specific repair, replacement, or upgrade request.
3.1 Requests. Customer may request replacement, or upgrade of Equipment from time to time through usage of Replacement Credits. GoTab will use commercially reasonable efforts to provide replacement Equipment of comparable or superior functionality.
3.2 No Reset of Subscription. The provision of replacement or upgraded Equipment does not restart, extend, or otherwise modify the Subscription Term or Customer’s Monthly Payment obligations, except as expressly agreed in writing by GoTab.
3.3 Return of Equipment. Customer shall return any replaced or upgraded Equipment within fifteen (15) days of receipt of replacement items, in accordance with GoTab’s return instructions.
3.4 Effect on Purchase Price. The MSRP of any replacement or upgraded Equipment is included in the Total Equipment Value used to calculate the Purchase Price under Section 5.3.
4.1 Payment Upon Termination. If the Agreement or this Addendum terminates or expires for any reason, Customer shall immediately pay GoTab the Purchase Price under Section 5.3, calculated as of the termination date, together with all other amounts then due. Ownership of the Equipment transfers to Customer under Section 5.3 upon GoTab’s receipt of payment in full.
4.2 No Returns. GoTab has no obligation to accept the return of any Equipment. Equipment returned to GoTab has no residual value and does not reduce the Purchase Price or any other amount Customer owes.
4.3 Credits. Any unused Replacement Credits are forfeited upon termination and have no cash or refund value.
4.4 Survival. Customer’s payment obligations under this Section 4 survive termination or expiration of the Agreement until paid in full.
5.1 Title. All Equipment remains the property of GoTab or its financing partner unless and until Customer pays the Purchase Price in full under Section 5.3 and GoTab transfers, or causes its financing partner to transfer, ownership to Customer in writing. Payment of the Hardware Balance alone does not transfer ownership.
5.2 License to Use. During the Subscription Term and while Customer is in good standing, GoTab grants Customer a limited, non‑exclusive, non‑transferable right to use the Equipment solely in connection with the GoTab platform.
5.3 Purchase Option.
(a) Customer may purchase all, but not part, of the Equipment at any time while in good standing by giving GoTab written notice and paying the Purchase Price.
(b) The “Purchase Price” equals one hundred thirty percent (130%) of the Total Equipment Value, less all Monthly Payments GoTab has received, but not less than zero. “Total Equipment Value” means the sum of all amounts added to the Hardware Balance under Sections 1.2 and 1.3, including the MSRP of replacement or upgraded Equipment.
(c) Customer shall also pay any sales, use, or similar taxes that apply to the purchase.
(d) Within thirty (30) days after receiving payment in full, GoTab will transfer, or cause its financing partner to transfer, ownership of the Equipment to Customer in writing, in its then‑current condition. On transfer, Customer’s Monthly Payment obligation ends, the Protection & Replacement Program ends for the purchased Equipment, and any unused Replacement Credits are forfeited.
5.4 Merchant Terms Apply. Section 15 (Hardware Title and Security Interest) of GoTab’s Merchant Terms and Conditions applies to the Equipment. For that Section, amounts owed for the Hardware include the Monthly Payments and the Purchase Price, and the Hardware is paid in full only when the Purchase Price is paid. If that Section conflicts with this Addendum, this Addendum controls under Section 7.2, including Section 4.2.
6.1 Responsibility. Customer bears the risk of loss, theft, or damage to Equipment except to the extent covered by the Protection & Replacement Program.
6.2 Excess Loss. Loss, theft, or damage not covered by the Protection & Replacement Program may result in replacement charges at GoTab’s then‑current rates, which shall increase the Hardware Balance.
7.1 No Cash Value. Replacement Credits are not legal tender, have no monetary value, and may not be exchanged for cash.
7.2 Conflict. In the event of a conflict between this Addendum and the MSA or any Order Form, this Addendum controls with respect to Equipment, the Hardware Balance, and the Protection & Replacement Program.
7.3 Modifications. GoTab may update this Addendum upon renewal of the Subscription Term or execution of a new Order Form.
7.4 Effective Date. This version of the Addendum is effective 10/24/26 and applies to Order Forms executed on or after that date. For Order Forms executed before that date, it applies upon the next renewal of the Subscription Term or Customer’s execution of a new Order Form, as provided in Section 7.3. Until then, the prior version continues to govern.