Dover Fueling Solutions 9/3/2024

Subscriber: If you are an end user company purchasing Subscription Services (a “Subscriber”) directly from DFS, this Subscription Agreement (this “Agreement”) is between Wayne Fueling Systems LLC, part of the Dover Fueling Solutions family of companies, (“DFS”) and Subscriber and governs Subscriber’s use of all Subscription Services beginning on the Agreement Effective Date. The “Agreement Effective Date” is the date that Subscriber or Distributor (as applicable) agrees to this Agreement by executing this document. The “Subscription Start Date” is the date on which the Subscription Services commence. “Subscription Services” means the software-as-a-service solutions provided by DFS. This Agreement incorporates by reference of (i) the Terms and Conditions of Sale, the End User License Addendum (“EULA”), and the Services Addendum (collectively, the “Terms”) and (ii) certain technical requirements and terms specific to the Subscription Services (“Technical Requirements”), all of which are attached to this Agreement.. This “Agreement” includes all terms and conditions in this document, the Terms, Technical Requirements and all other terms and conditions that are incorporated herein by reference. Distributor: If you are a DFS-authorized third party distributor or sales agent (a “Distributor”) of Subscription Services, this Agreement is between DFS and Distributor, and this Agreement confers upon Distributor only the following rights: (i) the right to sell to Subscribers in the Territory the right to access and use the Subscription Services, and (ii) the right to use the Subscription Services only to the extent needed to support Distributor’s sales thereof. For each sale of a Subscription Service, Distributor will ensure that the corresponding contract executed between Distributor and the Subscriber includes terms and conditions substantially similar to, and no less protective of DFS than, the Terms, the Technical Requirements, and the provisions of this Agreement. Distributor shall indemnify, defend, and hold DFS and its Affiliates from and against all claims, expenses, and damages related to or arising out of Distributor’s sale of Subscription Services on terms other than those required herein. Whether sold directly to a Subscriber by a Distributor or DFS, any Agreement provided hereunder must be approved by DFS, and the Subscriber must meet the applicable Technical Requirements. Any conflict between the Terms and this Subscription Agreement document shall be resolved in favor of this Subscription Agreement document, and any conflict between the Technical Requirements and this Agreement (not including the Technical Requirements) shall be resolved in favor of the Technical Requirements. Capitalized terms used but not defined herein shall have the meanings ascribed in the Terms or Technical Requirements. Subscription Services. Subscription Service pricing, features, and options depend on the plan selected as well as any changes instigated by the Subscriber. DFS reserves the right to change the Subscription Services, the associated subscription plans, and the pricing thereof. Except as expressly provided otherwise in this Agreement, any changes to Subscription Services will take effect 30 days after written notice to the Subscriber or Distributor, as applicable. Minimum Term. The Minimum Term for this Agreement is 12-months commencing upon the Subscription Start Date, except as otherwise stated herein and unless this Agreement is earlier terminated in accordance with the terms of this Agreement. Periodic Charges will begin on the Subscription Start Date. Subscriber or Distributor may increase the number of Units to a Subscription Service during a Subscription Period, and/or add additional Subscription Service(s) during a Subscription Period. The Periodic Charges for such additional Units and/or additional Subscription Service(s) will be pro-rated for the remainder of the current Subscription Period after the install date of such additional Units. Renewal. At the end of the Minimum Term, this Agreement will automatically renew for successive 12-month renewal terms (each an “Automatic Renewal Term”) unless DFS or Subscriber or Distributor (as applicable) provides the other party at least 30 days’ prior written notice of non-renewal or unless this Agreement is earlier terminated in accordance with the terms of this Agreement. The Minimum Term and the Automatic Renewal Terms, if any, are collectively the “Subscription Period”. Overview Minimum Term and Renewal Payment Periodic Charges. Periodic Charges for Subscription Services will be billed in advance. All Periodic Charges are due in full within 30 days of the date of invoice. Distributor shall be obligated to pay Periodic Charges regardless of whether it has collected payment from its customer for the corresponding Subscription Service(s). Subscriber or Distributor, as applicable, must provide and maintain accurate and complete billing and payment information, and will be billed for Subscription Service