Neon Order Agreement

Terms and Conditions of Purchase and Subscription

stepwaves.com/order-agreement

Effective Date: March 26, 2026 · Version 1.7

1. Product Description & Acceptance

By placing this order, you (“Customer”) are purchasing or subscribing to the StepWaves Inc. Neon (“Product”), an aftermarket self-teaching computer designed for use with compatible Thermo King® TriPac® Auxiliary Power Unit (APU) systems. The Product adds remote control capability, fuel-optimization intelligence, and mobile connectivity to your existing APU.

Customer acknowledges that the Product has been configured according to the selections made during the order process, including purchase mode, connectivity options, installation preferences, and any Add-Ons. Customer accepts the Product in its described configuration, subject to the provisions of Section 7 (Product Design & Feature Availability) and Section 8 (Add-Ons & Ancillary Products) of this Agreement.

Trademark Notice & Non-Affiliation: TriPac® and Thermo King® are registered trademarks of Trane Technologies™. StepWaves Inc. is not affiliated with, endorsed by, sponsored by, licensed by, or in any way associated with Thermo King®, Trane Technologies™, or any of their subsidiaries or affiliates. StepWaves Inc. is not an authorized Thermo King® dealer, distributor, or service provider, and does not sell, service, or repair Thermo King® products. All third-party trademarks referenced herein are used solely for purposes of product compatibility identification and remain the property of their respective owners.

2. Definitions

As used in this Agreement, the following terms have the meanings set forth below. Capitalized terms not defined in this Section have the meanings ascribed to them elsewhere in this Agreement.

“Add-Ons” means optional ancillary products, accessories, and services that may be selected during the order process or purchased separately, including but not limited to the Remote Display, Professional Installation, and Extended Warranty. Add-Ons are supplemental to the Product and are not required for the Product to perform its core functions.

“Agreement” means this Neon Order Agreement, including all terms and conditions set forth herein, as may be amended from time to time in accordance with Section 27.

“APU” means the Thermo King® TriPac® Auxiliary Power Unit system on which the Product is installed.

“Cabin Wi-Fi” means the in-cabin wireless internet hotspot feature provided to Customer under Premium Connectivity, enabling authorized occupants to connect personal devices to the internet through the Product’s cellular data connection.

“Confidential Information” means the Product, its software, technical specifications, internal design, algorithms, data structures, and any non-public documentation, materials, or information provided by StepWaves Inc. to Customer in connection with this Agreement.

“Customer” means the individual or entity placing an order for the Product and agreeing to be bound by this Agreement, also referred to as “you” or “your.”

“Extended Warranty” means the optional 3-Year Professional Warranty available for purchase by Customers who select the Purchase (Buy) order mode, as described in Section 14.

“Fleet Portal” means the web-based dashboard and companion mobile application provided by StepWaves Inc. that allows registered users to remotely monitor and manage Neon-equipped APU systems.

“Good Working Order” means with respect to the Product, a condition in which the Product is free from physical damage, is fully functional, and includes all originally supplied components and accessories, as determined at the sole discretion of StepWaves Inc.

“OTA Update” means an over-the-air software update delivered to the Product remotely through its cellular data connection.

“Order Summary” means the final review page displayed to Customer during the order process, which includes the itemized pricing, selected configuration, payment schedule, and applicable taxes for Customer’s order.

“Payment Processor” means the third-party payment processing service used by StepWaves Inc. to process payments through the Stripe payment platform. Charges may appear on Customer’s payment card or bank statement under the name “STEPWAVES” or a similar descriptor.

“Premium Connectivity” means the optional upgraded connectivity tier described in Section 11.2, which includes all features of Standard Connectivity plus Cabin Wi-Fi, subject to fair use.

“Privacy Policy” means the StepWaves Inc. Privacy Policy, available at stepwaves.com/privacy, as may be amended from time to time.

“Product” means the StepWaves Inc. Neon, an aftermarket self-teaching computer designed for use with compatible Thermo King® TriPac® APU systems, including all embedded software and firmware. The term “Product” refers to the core Neon unit and does not include Add-Ons unless expressly stated.

“Product Design” means the physical form factor, industrial design, enclosure, dimensions, color, finish, labeling, and external appearance of the Product.

“Professional Installation” means the optional installation service provided by StepWaves Inc. or its designated installation partners, as described in Section 12.

“Remote Display” means an optional Add-On accessory that provides a physical remote control display unit, augmenting or replacing the need for the mobile application for certain Product control functions.

“Services” means all digital services provided by StepWaves Inc. in connection with the Product, including the Fleet Portal, mobile application, connectivity services, and OTA Updates.

“Standard Connectivity” means the baseline connectivity tier described in Section 11.1 that provides the cellular data connection necessary for operation of the Product’s core connected features.

“StepWaves Inc.” means StepWaves Inc., an Ohio corporation, also referred to as “we,” “us,” or “our.”

“Terms of Service” means the StepWaves Inc. Terms of Service, available at stepwaves.com/terms, as may be amended from time to time.

“Website” means the StepWaves website located at stepwaves.com and any associated subdomains.

3. Customer Representations

By placing this order, Customer represents and warrants that: (a) Customer is at least eighteen (18) years of age or the age of legal majority in Customer’s jurisdiction; (b) Customer has the legal authority to enter into this Agreement and to bind any entity on whose behalf Customer is placing the order; (c) all information provided during the order process is accurate, complete, and current; (d) Customer will use the Product in compliance with all applicable federal, state, and local laws and regulations; and (e) Customer will not use the Product for any unlawful purpose or in any manner that could damage, disable, overburden, or impair StepWaves Inc.’s systems or Services.

4. Compliance with Laws

Customer shall comply with all applicable laws, regulations, and ordinances in connection with the purchase, installation, and use of the Product, including but not limited to federal, state, and local transportation regulations, Federal Motor Carrier Safety Administration (FMCSA) regulations, Department of Transportation (DOT) regulations, and any applicable export control laws and regulations of the United States, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce.

Customer shall not export, re-export, or transfer the Product or any related technology to any country, entity, or person prohibited by U.S. law without first obtaining all required governmental authorizations.

5. Payment Terms

For Purchase (Buy) Orders: A non-refundable deposit is due at the time of order placement. The remaining balance is due upon delivery of the Product. All prices are as displayed in the Order Summary at the time of submission.

For Subscription Orders: An initial payment is due at the time of order placement. A second payment is due upon delivery of the Product. Thereafter, a recurring monthly subscription fee will be billed automatically to the payment method on file. All prices are as displayed in the Order Summary at the time of submission.

Add-On Pricing: Add-Ons selected during the order process are priced separately as displayed in the Order Summary. Fees for Add-Ons are due in accordance with the payment schedule applicable to the Customer’s order mode (purchase or subscription). The delivery of Add-Ons is independent of the delivery of the Product; accordingly, the separate shipment or delayed delivery of any Add-On shall not affect the payment obligations triggered by delivery of the Product itself. For the avoidance of doubt, the delivery payment described above becomes due upon delivery of the Product, regardless of whether any Add-On has been delivered.

All payments are processed in U.S. dollars. StepWaves Inc. reserves the right to adjust pricing for future orders; however, pricing for your confirmed order will remain as agreed at the time of submission.

Connectivity Fees: For Purchase (Buy) Orders, upon expiration of the initial twenty-four (24) month included Standard Connectivity period, continued Standard Connectivity service is available for a recurring fee of $15.00 per month per unit. Premium Connectivity is available for a recurring fee of $95.00 per month per unit from the date of activation. These connectivity fees are subject to change with thirty (30) days’ prior written notice. Current pricing is displayed in the Order Summary at the time of purchase.

Payment Processing: Customer acknowledges and agrees that all payments under this Agreement are processed through the Stripe payment platform. Charges on Customer’s credit card, debit card, or bank statement will appear under the name “STEPWAVES” or a similar descriptor. StepWaves Inc. retains sole responsibility for all customer-facing obligations, including product warranties, customer support, returns, refunds, and compliance with applicable consumer protection laws. StepWaves Inc. remains the seller of the Product and the provider of all Services. Customer’s contractual relationship for the purchase or subscription of the Product is solely with StepWaves Inc., regardless of which entity processes the payment. StepWaves Inc. reserves the right to change its payment processing arrangements, payment processor, or merchant account at any time without prior notice to Customer, provided that any such change does not affect the pricing or payment terms of Customer’s confirmed order. In the event that a change in payment processing requires Customer to update stored payment information, StepWaves Inc. will notify Customer by email and provide reasonable instructions for updating payment details. Customer’s failure to update payment information following such notice may result in interruption of Services or subscription billing.

Late Payments: Any amount not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date such amount was due until the date of actual payment. Customer shall be responsible for all reasonable costs of collection, including attorneys’ fees, incurred by StepWaves Inc. in collecting any past-due amounts.

Taxes: All prices are exclusive of applicable sales tax, use tax, value-added tax, and any other taxes, duties, or governmental charges. Customer is responsible for all such taxes and charges, excluding taxes based on StepWaves Inc.’s net income.

6. Shipping, Delivery & Estimated Timelines

Delivery Estimates Only: All delivery dates, shipping timelines, and estimated arrival windows communicated at the time of order or at any point thereafter are estimates only and do not constitute a guarantee, commitment, or binding obligation of StepWaves Inc. to deliver the Product by any particular date. StepWaves Inc. shall use commercially reasonable efforts to fulfill all orders; however, Customer acknowledges and agrees that StepWaves Inc. guarantees only that the Product will be delivered, not when it will be delivered. StepWaves Inc. shall not be liable for any damages, losses, or expenses arising from or related to any delay in shipment or delivery, regardless of the cause of such delay.

Delivery timelines may be affected by, among other things, component availability, manufacturing schedules, carrier capacity, regulatory requirements, quality assurance processes, and circumstances beyond StepWaves Inc.’s reasonable control. StepWaves Inc. reserves the right to fulfill orders in any sequence and is not obligated to ship orders in the order in which they are received.

Separate Delivery of Add-Ons: Add-Ons may be manufactured, sourced, or fulfilled independently from the Product and may be shipped or delivered at different times. The delivery of an Add-On at a time separate from the delivery of the Product does not constitute a breach of this Agreement, a failure to deliver, or grounds for cancellation or refund. Each Add-On will be delivered when available, and StepWaves Inc. will use commercially reasonable efforts to communicate expected timelines.

Delivery for Purposes of Payment: For the purposes of triggering the delivery payment obligation under Section 5, “delivery” means the delivery of the Product (the core Neon unit) to Customer or to the carrier, as applicable. Delivery of Add-Ons is not a condition precedent to the delivery payment obligation. Delivery may be effectuated by shipment to Customer’s address or by Customer taking physical possession of the Product at a location designated by StepWaves Inc.

Risk of Loss: Risk of loss and title to the Product shall pass to Customer upon delivery to the carrier (FOB Origin). Customer is responsible for inspecting the Product upon receipt and reporting any shipping damage or discrepancies to StepWaves Inc. within seven (7) calendar days of delivery. Failure to report within this period constitutes acceptance of the Product as delivered.

7. Product Design & Feature Availability

Design Subject to Change: The Product Design is subject to change at any time without prior notice to Customer, provided such changes do not materially diminish the core functionality of the Product as described in Section 1. StepWaves Inc. reserves the right to make design modifications, engineering revisions, and component substitutions at its sole discretion prior to and including the date of delivery. Customer acknowledges that the Product as delivered may differ in appearance from product images, renderings, prototypes, or descriptions displayed on the Website or in marketing materials at the time of order.

Feature Availability: Customer acknowledges that certain features, capabilities, or functionalities of the Product or its associated software may not be available at the time of delivery and may be delivered through subsequent OTA Updates at StepWaves Inc.’s sole discretion. StepWaves Inc. does not guarantee a timeline for the delivery of any specific feature, and the inclusion of any feature in marketing materials, product descriptions, or pre-order communications does not constitute a binding commitment to deliver such feature by any particular date or at all. Features delivered via OTA Update are subject to the software license terms set forth in Section 18 (Intellectual Property & Software License) of this Agreement.

No Refund for Design Changes or Feature Timing: Changes to Product Design or the timing of feature availability shall not entitle Customer to a refund, cancellation, discount, or any other form of consideration, provided the delivered Product is capable of performing its core functions as described in Section 1.

8. Add-Ons & Ancillary Products

StepWaves Inc. offers optional Add-Ons that supplement the Product. Add-Ons may be selected during the order process or purchased separately at any time, subject to availability. The following Add-Ons are currently available:

8.1 Remote Display

The Remote Display is an optional hardware accessory that provides a physical remote control display unit for the Product, augmenting or replacing the need for the StepWaves mobile application for certain Product control and monitoring functions. The Remote Display communicates with the Product and does not independently connect to StepWaves Inc.’s servers or cellular networks.

The Remote Display may be shipped or delivered separately from the Product. Delivery of the Remote Display is not a condition of Product delivery or of Customer’s delivery payment obligation under Section 5. The Remote Display is covered under the same warranty terms as the Product as set forth in Section 14, based on the Remote Display’s own date of delivery.

8.2 Professional Installation

Professional Installation is available as described in Section 12 of this Agreement. For Subscription Orders, Professional Installation is included at no additional charge. For Purchase (Buy) Orders, Professional Installation is available for a separate fee as displayed during the order process.

Professional Installation availability, geographic scope, and scheduling are governed by Section 12.

8.3 Extended Warranty

For Purchase (Buy) Orders: Customers who select the Purchase (Buy) order mode receive a standard one (1) year limited warranty included with the Product at no additional charge. Customers may optionally purchase the Extended Warranty, which provides a 3-Year Professional Warranty from the date of delivery, covering defects in materials and workmanship under normal use with enhanced service terms. Extended Warranty pricing is displayed during the order process.

For Subscription Orders: The Product is warranted for the duration of the active subscription as set forth in Section 14. The Extended Warranty is not available for subscription orders, as subscription warranty coverage is coextensive with the subscription term.

Complete warranty terms, exclusions, and claims procedures are set forth in Section 14.

8.4 General Add-On Terms

StepWaves Inc. reserves the right to introduce, modify, discontinue, or change the pricing of Add-Ons at any time. Add-Ons that have been ordered and paid for will be fulfilled regardless of subsequent discontinuation. Unless otherwise specified, Add-Ons are subject to the same limitations of liability, indemnification, and dispute resolution provisions as the Product under this Agreement.

Add-Ons are supplemental and are not required for the Product to perform its core functions. The unavailability, delayed delivery, or discontinuation of any Add-On does not affect StepWaves Inc.’s obligation to deliver the Product or the Customer’s obligations under this Agreement.

9. Returns & Refunds

For Purchase (Buy) Orders: Customer may request a return of the Product within thirty (30) calendar days of delivery, provided the Product is uninstalled and in Good Working Order with all packaging, accessories, and documentation. No restocking fee applies. The non-refundable deposit paid at the time of order is not eligible for refund under any circumstances. Shipping costs for returns are the responsibility of Customer.

For Subscription Orders: Returns of subscription hardware are governed by Section 10 (Subscription Terms & Early Termination) of this Agreement.

Add-On Returns: Add-Ons that are physical goods (such as the Remote Display) may be returned within thirty (30) calendar days of the Add-On’s delivery, provided the Add-On is in its original, unused condition with all packaging. Add-Ons that are services (such as Professional Installation) are non-refundable once the service has been performed. Extended Warranty purchases are non-refundable once the warranty period has commenced.

Refunds, where applicable, will be processed within fourteen (14) business days of StepWaves Inc.’s receipt and inspection of the returned item. StepWaves Inc. reserves the right to refuse any return that does not meet the conditions stated herein.

No returns will be accepted for Products or Add-Ons that have been installed, modified, damaged by Customer, or that show signs of use beyond initial inspection.

10. Subscription Terms & Early Termination

Subscription orders are subject to a minimum commitment period of twelve (12) months from the date of Product activation. Subscription pricing is locked in for the initial twelve (12) month commitment period and will not increase during that time. StepWaves Inc. reserves the right to adjust subscription pricing after the initial commitment period with thirty (30) days’ prior written notice.

Cancellation Method: Customer may cancel the subscription at any time by submitting a cancellation request through the Fleet Portal or by sending written notice to StepWaves Inc. by email at help@stepwaves.com. Cancellation will take effect at the end of the current billing cycle. Cancellation does not relieve Customer of any outstanding payment obligations, including any applicable early termination fees as described below.

Early Termination: If the subscription is cancelled before the twelve (12) month anniversary of activation, Customer will be charged an early termination fee of $495.00 per unit. If the Product is returned to StepWaves Inc. in Good Working Order within thirty (30) days of cancellation, the early termination fee shall be reduced to $195.00 per unit. These fees compensate StepWaves Inc. for subsidized hardware, installation, and provisioning costs.

Post-Commitment Cancellation: After the initial twelve (12) month commitment period, Customer may cancel the subscription at any time with no penalty or termination fee. No pro-rated refunds or discounts will be issued for partial months of service.

Remote Deactivation Upon Cancellation: Customer acknowledges and agrees that upon cancellation or termination of the subscription, whether by Customer or by StepWaves Inc., StepWaves Inc. reserves the right to remotely deactivate, lock, or disable the Product and all associated Services, including but not limited to connectivity, remote control functionality, Fleet Portal access, and OTA Updates. This remote deactivation may occur immediately upon the effective date of cancellation or termination and does not require physical access to the Product. The Product may not function, in whole or in part, following deactivation. Remote deactivation does not relieve Customer of any outstanding payment obligations under this Agreement.

Suspension for Non-Payment: StepWaves Inc. reserves the right to suspend Product connectivity and Services if any subscription payment remains unpaid for more than fifteen (15) days past the due date. Suspension does not relieve Customer of the obligation to pay all amounts owed, including any applicable early termination fees.

11. Connectivity Services

The Product requires an active cellular data connection to deliver its core connected features, including remote control, diagnostics, fleet tracking, OTA Updates, and fuel optimization analytics. StepWaves Inc. offers two connectivity tiers as described below.

11.1 Standard Connectivity

Standard Connectivity provides the cellular data connection necessary for the operation of the Product’s core connected features, including but not limited to remote APU control, real-time diagnostics, GPS-based location tracking, Fleet Portal functionality, and OTA Updates.

For Subscription Orders: Standard Connectivity is included at no additional charge for the duration of the active subscription. If the subscription is terminated or cancelled, Standard Connectivity ceases upon the effective date of termination.

For Purchase (Buy) Orders: Standard Connectivity is included at no additional charge for a period of twenty-four (24) months from the date of Product activation. Upon expiration of the initial twenty-four (24) month included period, continued Standard Connectivity service will require payment of a recurring connectivity fee, currently $15.00 per month per unit. The applicable fee will be communicated to Customer in advance and is subject to change with thirty (30) days’ prior written notice. Customer’s continued use of Standard Connectivity services after the expiration of the included period and after notice of the applicable fee constitutes acceptance of such fee. If Customer declines to pay the connectivity fee, StepWaves Inc. may suspend or terminate connectivity services, which will impair or disable certain Product features that depend on an active data connection.

11.2 Premium Connectivity

Premium Connectivity is an optional upgrade available to all Customers that, in addition to the features provided under Standard Connectivity, provides Cabin Wi-Fi.

Fair Use: Cabin Wi-Fi provided under Premium Connectivity is subject to a fair use policy. StepWaves Inc. reserves the right to throttle, suspend, or terminate Cabin Wi-Fi access in the event of usage that StepWaves Inc. reasonably determines to be excessive, abusive, or inconsistent with normal personal use, including but not limited to sustained high-bandwidth consumption, commercial redistribution of the internet connection, or activity that degrades network performance for other users. StepWaves Inc. will provide reasonable notice prior to any such action where practicable.

Premium Connectivity is available for a recurring fee of $95.00 per month per unit from the date of activation, as displayed during the order process or at the time of upgrade. This fee is subject to change with thirty (30) days’ prior written notice.

11.3 Carrier & Network Limitations

All connectivity services (Standard and Premium) are delivered over third-party cellular networks. StepWaves Inc. does not own, operate, or control any cellular network infrastructure and is not a telecommunications carrier. Accordingly, StepWaves Inc. makes no representations or warranties regarding: (a) the availability, reliability, speed, latency, or coverage of cellular service in any geographic area; (b) the continuity of service during travel, in rural or remote areas, in areas of weak signal strength, or in any specific location; (c) the performance or uptime of any third-party carrier’s network; or (d) any interruption, degradation, or outage of cellular service caused by carrier maintenance, network congestion, natural events, or any other cause outside StepWaves Inc.’s reasonable control.

Customer acknowledges and agrees that connectivity may be unavailable or degraded in certain areas, and that StepWaves Inc. shall not be liable for any loss, damage, or inconvenience arising from the unavailability or poor quality of cellular service. The Product will continue to operate in a limited offline capacity during periods of connectivity loss, but certain features that depend on an active data connection will be unavailable until connectivity is restored.

11.4 Remote Deactivation Upon Cancellation of Connectivity

If connectivity services (whether Standard or Premium) are cancelled, terminated, or suspended for any reason, including but not limited to non-payment, expiration of the included connectivity period for Purchase (Buy) Orders, or voluntary cancellation by Customer, StepWaves Inc. reserves the right to remotely deactivate, lock, or disable the Product and any features that depend on an active data connection. For Subscription Orders, this remote deactivation may occur immediately upon the effective date of cancellation or termination. For Purchase (Buy) Orders, StepWaves Inc. will provide at least five (5) business days’ written notice by email before suspending or deactivating connectivity services due to non-payment, except where the suspension is due to a material breach of this Agreement other than non-payment. Customer acknowledges that the Product may not function, in whole or in part, without active connectivity services.

Offline Functionality for Purchase (Buy) Orders: For Customers who selected the Purchase (Buy) order mode, the Product will continue to operate in a limited offline capacity following the cancellation or expiration of connectivity services. Offline functionality may include basic local APU control capabilities but will not include remote control, diagnostics, fleet tracking, OTA Updates, fuel optimization analytics, or any other feature that requires an active data connection. StepWaves Inc. does not guarantee any specific level of offline functionality.

12. Installation

Customer acknowledges that proper installation of the Product is critical to its safe and effective operation. StepWaves Inc. strongly recommends that the Product be installed by a qualified technician familiar with Thermo King® TriPac® APU systems and 12-volt vehicle electrical systems.

12.1 Professional Installation

For Subscription Orders: Professional Installation is included at no additional charge. Customer may schedule Professional Installation at any time within ninety (90) days of delivery of the Product.

For Purchase (Buy) Orders: Professional Installation is available as a paid Add-On. If selected during the order process, Customer may schedule Professional Installation at any time within ninety (90) days of delivery of the Product. Professional Installation pricing is displayed during the order process.

12.2 Geographic Scope

Professional Installation is available within the state of Ohio. For Customers who subscribe and order eight (8) or more units under a single account or fleet, Professional Installation may be scheduled nationwide at locations to be coordinated between Customer and StepWaves Inc. or its designated installation partners. Nationwide availability is subject to the availability of qualified installation partners in the Customer’s area and may require additional lead time.

12.3 Scheduling & Delivery for Installation

Professional Installation must be scheduled within ninety (90) days of delivery of the Product. Delivery for purposes of Professional Installation includes delivery of the Product to Customer’s address or Customer bringing the Product (and, where applicable, the vehicle) to a location designated by StepWaves Inc. or its installation partner. If Customer fails to schedule Professional Installation within the ninety (90) day period, StepWaves Inc.’s obligation to provide Professional Installation shall expire, and no refund of the Professional Installation fee (if any) shall be issued.

12.4 Self-Installation

If Customer elects self-installation or installation by a third party not approved by StepWaves Inc., Customer assumes all risk and liability for any damage to the Product, the APU, the vehicle, or any other property, as well as any personal injury arising from improper installation. StepWaves Inc. shall have no liability for any claims arising from installation not performed in accordance with the provided installation instructions.

12.5 Installation Workmanship

StepWaves Inc. warrants that Professional Installation services performed by StepWaves Inc. or its designated partners will be performed in a workmanlike manner consistent with industry standards. Any claim related to installation workmanship must be reported within thirty (30) days of installation.

13. Third-Party Equipment Compatibility & Manufacturer Updates

The Product is designed as an aftermarket accessory for Thermo King® TriPac® APU systems. StepWaves Inc. strongly recommends that Customer refrain from allowing Thermo King® or any authorized Thermo King® dealer to apply firmware or software updates to the TriPac® unit while the Product is installed, as such updates may temporarily or permanently disable the Product’s ability to function. StepWaves Inc. makes no guarantee that the Product will continue to operate correctly following any third-party firmware or software update applied to the APU.

Notwithstanding the foregoing, in the event that Thermo King® issues a recall or safety-critical update for the TriPac® unit, Customer is strongly advised to apply such update immediately. Customer should not delay any manufacturer-issued safety recall or safety-critical update on account of the Product.

StepWaves Inc. accepts no liability whatsoever for any damage, malfunction, or adverse effect to the APU that may arise from, or is believed to arise from, the installation, operation, or removal of the Product. StepWaves Inc. assumes no responsibility for any voided, reduced, or otherwise affected manufacturer warranties resulting from the installation or use of the Product. Customer acknowledges and accepts these risks.

It is recommended that the Product be installed only on TriPac® units that are outside of their original manufacturer warranty period. Installation on units still under manufacturer warranty is at Customer’s sole risk and discretion.

Magnuson-Moss Warranty Act Notice: Under the Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.), a manufacturer of a warranted product may not condition its warranty on the use of any brand-name part or service. Accordingly, the installation of the Product should not, by itself, void the manufacturer warranty on the APU. However, if a defect or damage is determined to have been caused by the Product, the manufacturer may deny warranty coverage for that specific defect or damage. StepWaves Inc. makes no representation regarding the effect, if any, that installation of the Product may have on any existing manufacturer warranty, and Customer should consult directly with the manufacturer or dealer regarding warranty implications. This notice is provided for informational purposes only and does not constitute legal advice. Customer should consult an attorney or the APU manufacturer directly regarding the specific implications of installing the Product on any existing manufacturer warranty.

14. Warranty

14.1 Standard Warranty — Purchase (Buy) Orders

The Product is covered by a standard one (1) year limited warranty from the date of delivery (“Standard Warranty”), covering defects in materials and workmanship under normal use. The Standard Warranty is included at no additional charge with all Purchase (Buy) Orders.

14.2 Extended Warranty — 3-Year Professional Warranty

Customers who select the Purchase (Buy) order mode may optionally purchase the Extended Warranty at the time of order. The Extended Warranty extends warranty coverage to three (3) years from the date of delivery, covering defects in materials and workmanship under normal use with the same terms and exclusions as the Standard Warranty. The Extended Warranty replaces and supersedes the Standard Warranty; it does not stack on top of it.

14.3 Subscription Warranty

For Subscription Orders, the Product is covered by warranty coverage equivalent to the Standard Warranty, covering defects in materials and workmanship under normal use, for the duration of the active subscription. This warranty coverage is coextensive with the subscription term and terminates upon cancellation or expiration of the subscription. The same terms, exclusions, and claims procedures applicable to the Standard Warranty set forth in this Section 14 apply to the Subscription Warranty. The Extended Warranty is not available for subscription orders.

14.4 Warranty Exclusions

This warranty (whether Standard, Extended, or Subscription) does not cover damage resulting from: (a) misuse, abuse, negligence, or accident; (b) improper installation or installation not in accordance with StepWaves Inc.’s instructions; (c) unauthorized modifications, alterations, or repairs; (d) use with incompatible equipment or systems; (e) environmental damage, including but not limited to water, fire, extreme temperatures, or electrical surges; (f) normal wear and tear; (g) cosmetic damage that does not affect functionality; or (h) any third-party firmware or software update applied to the APU after the date of installation of the Product.

14.5 Warranty Claims

To initiate a warranty claim, Customer must contact StepWaves Inc. at help@stepwaves.com or by mail to StepWaves Inc., 3540 Burbank Rd STE 142, Wooster, OH 44691, and provide proof of purchase and a description of the defect. StepWaves Inc. will, at its sole discretion, repair or replace the defective Product or component. Repaired or replacement Products may contain refurbished components and are warranted for the remainder of the original warranty period.

14.6 Disclaimer of Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STEPWAVES INC. DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PRODUCT IS PROVIDED “AS IS” EXCEPT AS EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, IMPLIED WARRANTIES ARE LIMITED TO THE MINIMUM PERIOD REQUIRED BY APPLICABLE LAW.

15. Fleet Portal Service Level

StepWaves Inc. will use commercially reasonable efforts to maintain a minimum of ninety percent (90%) availability (uptime) for the Fleet Portal, measured on a calendar-month basis.

In the event that the Fleet Portal falls below the ninety percent (90%) uptime threshold in any given calendar month, Customer may request one of the following remedies:

1. A refund of the subscription or connectivity fee for that month; or
2. One (1) complimentary month of Standard Connectivity service.

These remedies are available only upon written request submitted within thirty (30) days of the affected month and represent the sole and exclusive remedies for any service downtime or unavailability. Scheduled maintenance windows, of which StepWaves Inc. will endeavor to provide reasonable advance notice, are excluded from uptime calculations.

16. Fuel Savings Disclaimer

StepWaves Inc. does not guarantee any specific fuel savings. Any estimated savings referenced in marketing materials, product descriptions, or sales communications are based on internal field testing and real-world observations. Actual results may vary significantly based on operating conditions, driver behavior, climate, geographic region, APU age and condition, duty cycle, and other factors beyond StepWaves Inc.’s control.

Customer acknowledges and agrees that no representation or guarantee of fuel savings has been made as a condition of this purchase or subscription.

17. Repair Downtime Disclaimer

Customer acknowledges that the Product is an aftermarket accessory installed on third-party equipment and that the installation, operation, maintenance, repair, or removal of the Product may require the associated APU, vehicle, or related equipment to be taken out of service for a period of time. StepWaves Inc. shall not be liable for any loss of revenue, loss of use, operational downtime, business interruption, towing costs, lodging expenses, or any other direct, indirect, incidental, or consequential damages arising from or related to any period during which the APU, vehicle, or related equipment is out of service due to or in connection with: (a) installation of the Product; (b) warranty service, repair, replacement, or maintenance of the Product; (c) removal of the Product; (d) diagnosis or troubleshooting of any issue involving the Product; or (e) any interaction between the Product and the APU, vehicle, or third-party equipment.

Customer is solely responsible for making alternative arrangements during any period of Product-related downtime. StepWaves Inc. will use commercially reasonable efforts to minimize the duration of any warranty repair or service, but makes no guarantee as to the timing of any repair, replacement, or return of the Product.

18. Intellectual Property & Software License

The software embedded in and delivered with the Product is licensed, not sold. Customer receives a non-exclusive, non-transferable, revocable license to use the software solely in connection with the Product for its intended purpose. This license is contingent upon Customer’s continued compliance with this Agreement and, for subscription orders, upon the subscription remaining active and in good standing.

Customer shall not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Product software; (b) modify, adapt, translate, or create derivative works of the Product software; (c) remove, alter, or obscure any proprietary notices, labels, or marks on the Product or software; (d) sublicense, lease, rent, loan, or otherwise transfer the software to any third party; or (e) use the software for any purpose other than its intended use with the Product.

All intellectual property rights in and to the Product, including but not limited to patents, copyrights, trademarks, trade secrets, and any improvements or modifications thereto, are and shall remain the exclusive property of StepWaves Inc.

StepWaves Inc. may deliver OTA Updates to the Product at its sole discretion. Such updates may add, modify, or remove Product functionality and are subject to these same license terms. Customer acknowledges that certain Product features may require active connectivity to function and that StepWaves Inc. is not obligated to maintain backward compatibility with prior software versions.

19. Data Collection & Privacy

Customer acknowledges and agrees that StepWaves Inc. may collect, store, transmit, and process data generated by or through the Product, including but not limited to:

• Device and APU geographic location data
• APU usage patterns, runtime hours, and operational cycles
• Temperature, performance, and diagnostic data
• Fleet operational and vehicle data
• Connectivity usage and network data
• Device configuration and software version information
• Customer account information and order details

This data is used for service delivery, product improvement, analytics, customer support, and the development of new features and Services. Data handling is governed by the Privacy Policy, which is incorporated herein by reference.

StepWaves Inc. will not sell individually identifiable Customer data to third parties without Customer’s prior written consent. StepWaves Inc. may share aggregated, anonymized, or de-identified data that cannot reasonably be used to identify Customer for purposes including industry research, benchmarking, and product development.

Customer acknowledges that certain data collection is essential to the operation of the Product and the Services, and that disabling or interfering with data collection may impair Product functionality.

20. Confidentiality

Customer agrees not to disclose, publish, or disseminate Confidential Information to any third party without the prior written consent of StepWaves Inc.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of Customer; (b) was rightfully in Customer’s possession prior to disclosure by StepWaves Inc.; (c) is independently developed by Customer without reference to Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided Customer gives StepWaves Inc. prompt written notice and cooperates to limit the scope of disclosure.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STEPWAVES INC.’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO STEPWAVES INC. FOR THE PRODUCT AND ASSOCIATED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL STEPWAVES INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DAMAGES ARISING FROM THE INABILITY TO USE THE PRODUCT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF STEPWAVES INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

22. Indemnification

Customer agrees to defend, indemnify, and hold harmless StepWaves Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s use or misuse of the Product; (b) Customer’s breach of this Agreement; (c) Customer’s violation of any applicable law, regulation, or third-party right; (d) any damage to the APU, vehicle, or other property arising from the installation, operation, or removal of the Product, except to the extent directly caused by a defect in the Product covered under the warranty; or (e) any personal injury or property damage arising from Customer’s use of the Product.

StepWaves Inc.’s obligations, if any, to indemnify Customer are limited solely to the warranty obligations expressly set forth in Section 14 of this Agreement.

23. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from causes beyond the reasonable control of the affected party, including but not limited to: acts of God; natural disasters; pandemic or epidemic; war, terrorism, or civil unrest; government actions, sanctions, or embargoes; labor disputes or strikes; disruption of telecommunications, internet, or power infrastructure; supply chain disruptions; failure of third-party suppliers or service providers; or cyberattacks.

The affected party shall provide prompt written notice to the other party of the force majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this Agreement upon written notice without penalty.

24. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved as follows:

(a) Informal Resolution: The parties shall first attempt in good faith to resolve any dispute informally by written notice to the other party describing the dispute and the proposed resolution. The parties shall have thirty (30) days from receipt of such notice to resolve the dispute informally.

(b) Mediation: If the dispute is not resolved informally within the thirty (30) day period, either party may initiate non-binding mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. The mediation shall take place in Ohio. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.

(c) Binding Arbitration: If the dispute is not resolved through mediation within sixty (60) days of the initiation of mediation, either party may submit the dispute to binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Ohio. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. For claims where the amount in controversy is less than ten thousand U.S. dollars ($10,000.00), StepWaves Inc. shall pay all AAA filing fees and arbitrator compensation. For claims above this threshold, filing fees and arbitrator compensation shall be allocated in accordance with the AAA Commercial Arbitration Rules.

(d) Class Action Waiver: CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST STEPWAVES INC.

(e) Small Claims Exception: Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of that court.

(f) Equitable Relief: Nothing in this section shall prevent StepWaves Inc. from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

25. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-law provisions. To the extent that any litigation is permitted under this Agreement, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Ohio.

26. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) upon confirmed delivery by a nationally recognized overnight courier service; (c) five (5) business days after deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid; or (d) upon confirmed transmission by email, provided that a copy is also sent by one of the methods described in clauses (a) through (c).

Notices to StepWaves Inc. shall be sent to the address below, or to such other address as StepWaves Inc. may designate by notice. Notices to Customer shall be sent to the address or email provided during the order process.

27. General Provisions

Entire Agreement: This Agreement, together with the Order Summary, the Privacy Policy, the Terms of Service, and any other policies or documents expressly referenced herein, constitutes the entire agreement between Customer and StepWaves Inc. regarding the Product and supersedes all prior or contemporaneous negotiations, representations, understandings, or agreements, whether written or oral.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

No Waiver: The failure of StepWaves Inc. to enforce any right or provision of this Agreement at any time shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by StepWaves Inc.

Assignment: Customer may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without the prior written consent of StepWaves Inc. Any attempted assignment in violation of this section shall be void. StepWaves Inc. may freely assign this Agreement, in whole or in part, to any entity at its sole discretion, including but not limited to assignments in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer to an affiliate or successor entity. No such assignment shall require Customer’s consent. StepWaves Inc. will notify Customer of any assignment that changes the entity responsible for performing obligations under this Agreement.

Amendment: StepWaves Inc. reserves the right to modify this Agreement at any time. If a change is material, StepWaves Inc. will provide at least thirty (30) days’ written notice (via email or through the Fleet Portal) before the new terms take effect. Continued use of the Product or Services after the effective date of any changes constitutes acceptance of the modified terms. If Customer does not agree to the modified terms, Customer’s sole remedy is to discontinue use of the Product and terminate the subscription in accordance with this Agreement.

Survival: Sections 7 (Product Design & Feature Availability), 8 (Add-Ons & Ancillary Products), 11 (Connectivity Services), 13 (Third-Party Equipment Compatibility), 14 (Warranty — disclaimer portions), 16 (Fuel Savings Disclaimer), 17 (Repair Downtime Disclaimer), 18 (Intellectual Property & Software License), 19 (Data Collection & Privacy), 20 (Confidentiality), 21 (Limitation of Liability), 22 (Indemnification), 23 (Force Majeure), 24 (Dispute Resolution), 25 (Governing Law), and this Section 27 shall survive the expiration or termination of this Agreement.

Relationship of Parties: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between Customer and StepWaves Inc.

Electronic Acceptance: Customer acknowledges that by completing the online order process and clicking “Place Order,” “Submit Order,” or any similar confirmation button, Customer is providing electronic acceptance of this Agreement with the same legal force and effect as a handwritten signature. This Agreement is subject to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and applicable state laws governing electronic transactions.

Headings: Section headings are for reference purposes only and shall not affect the interpretation of this Agreement.