AGREEMENT TO INDEMNIFY, DEFEND AND HOLD HARMLESS

This Agreement to Indemnify, Defend and Hold Harmless (“Agreement”) is made effective automatically upon purchase, lease, installation, activation, or use of the equipment described below, by and between:

Balok Aerial Services LLC, doing business as BAS-Turf, a North Carolina limited liability company (“Distributor”), and the purchaser, user, or operator of the equipment (“End Customer”).

Collectively, Distributor and End Customer shall be referred to as the “Parties.”

BACKGROUND

WHEREAS, Distributor is an authorized distributor of Assisted Mowing Systems (“AMS”), Robotic Mowing Systems (“RMS”), and SmartRakes (“SmartRake”) (collectively, the “Product(s)”), manufactured by TurfTroniq B.V. (“Manufacturer”);

WHEREAS, Distributor sells Product(s) to End Customer;

WHEREAS, Manufacturer provides manuals, safety instructions, and warranties, contingent on End Customer’s compliance with the Manufacturer’s documentation;

WHEREAS, the Product(s) require payment of an Annual Subscription Fee (“Annual Subscription Fee”) to Manufacturer for satellite or RTK connectivity and system functionality, and failure to make timely payment may result in Manufacturer deactivating the Product(s) without further notice. Subscription Fees are subject to change with forty-five (45) days’ notice from Manufacturer.

AGREEMENT

By purchasing, installing, using, or operating the Product(s), and by acknowledging the terms via on-screen prompt at each system startup, End Customer agrees as follows:

A. End Customer shall pay the Annual Subscription Fee directly to the Manufacturer in a timely manner and maintain active connectivity status for the Product(s);

B. End Customer shall ensure that all operators or users of the Product(s) read the user manual (“Manual”) and safety instructions (“Safety Instructions”) prior to any use of the Product(s), and comply with all provisions contained therein.

Additionally, End Customer acknowledges and agrees that each time the Product(s) are powered on, a prompt will appear requiring operators to confirm that they have read and understood both the Manual and this Hold Harmless and Indemnity Agreement before proceeding. This confirmation is a condition of use.

C. End Customer shall not reproduce, modify, reverse-engineer, or tamper with the Product(s) in any way, in accordance with the Manufacturer’s warranty (“Warranty”);

D. End Customer shall obtain and maintain adequate liability insurance in connection with any and all use of the Product(s), and provide proof of such coverage to Distributor upon request;

E. Distributor makes no representations and hereby expressly disclaims all warranties of any kind related to the Product(s), whether express or implied, including but not limited to warranties of quality, design, performance, condition, merchantability, and fitness for any particular purpose. End Customer affirms that they are not relying on any representations of Distributor or on Distributor’s expertise in selecting Product(s) for any specific use. Distributor is strictly acting in a sales and distribution capacity. Distributor shall not be liable for any injury, property damage, malfunction, or incidental or consequential damages arising out of or related to the End Customer’s use of the Product(s). All warranty claims must be directed exclusively to the Manufacturer;

F. End Customer assumes full liability and responsibility for the use of the Product(s), and agrees to indemnify, defend, and hold harmless Distributor, including its members, officers, shareholders, managers, employees, agents, affiliates, contractors, representatives, successors, and assigns, from and against any and all claims, liabilities, obligations, losses, damages, penalties, assessments, judgments, costs, and/or expenses of any kind or nature (including attorneys’ fees), arising out of or related to:

• the operation, maintenance, or misuse of the Product(s),

• any injuries, accidents, or damages caused by or involving the Product(s),

• any breach of End Customer’s responsibilities or obligations under this Agreement,

• or any claims brought by third parties, including but not limited to End Customer’s own employees, contractors, or guests;

G. End Customer hereby releases, waives, and forever discharges Distributor, and its officers, members, shareholders, managers, employees, agents, successors, and assigns, from any and all claims, losses, liabilities, demands, causes of action, or damages of any kind or nature, whether known or unknown, whether in law or equity, arising out of or related to the use, operation, installation, or failure of the Product(s), or any of their components or systems.

This release is intended to be as broad and inclusive as permitted under the laws of the State of Michigan. If any portion of this release is deemed unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent allowed by law.

H. The Parties acknowledge that they have the authority to agree to this Agreement and that, by accepting and/or using the Product(s), the End Customer has reviewed and understood the legal obligations herein and accepts them voluntarily and knowingly;

I. This Agreement represents the entire understanding between the Parties regarding the subject matter described herein. No verbal statements, marketing language, or prior representations shall modify or supersede this Agreement. This Agreement may only be amended by a written instrument agreed to and published by the Distributor.

LEGAL NOTICE OF ACCEPTANCE

By purchasing, installing, operating, or using the Product(s), and by affirmatively acknowledging this Agreement via the on-screen prompt at each startup, the End Customer agrees to be legally bound by the terms and conditions of this Hold Harmless and Indemnity Agreement.

Use of the Product(s) without such agreement is strictly prohibited.