Heystack One Lease Agreement

This Lease Agreement ("Agreement") is entered into by and between TCCentral, Inc., doing business as Heystack ("Lessor"), and any individual who, by electronically agreeing to the terms of this Agreement through the designated opt-in process on the Heystack website ("Lessee").

This Agreement becomes effective on the date the Lessee provides electronic consent to its terms. By opting in, the Lessee acknowledges and agrees that this electronic action constitutes a valid and binding signature, and that this Agreement is enforceable in accordance with applicable electronic signature laws, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN).

1. Lease of Device

1.1. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the following hardware device ("Device"): Heystack One Trading Card Imaging Device.

1.2. The Device is intended for use solely in conjunction with the Heystack Software (“Software”), accessible through the Heystack application ("App") and the Heystack.tech website (“Website”).

2. Term

The initial term of this lease shall be one (1) year, commencing on the Effective Date. The lease shall automatically renew for successive one-year terms unless terminated in writing by either party prior to the renewal date.

3. Rental Payments

3.1. Lessee shall pay to Lessor, in advance, the rental amount displayed on the Heystack website on the effective date of this Agreement (“Rent”), for each full year until this lease is terminated in accordance with this Agreement.

4. Use of the Software

Lessee agrees to use the Device exclusively with the Software provided by Lessor. Unauthorized use with third-party or modified software is strictly prohibited.

5. Use and Maintenance of the Device

5.1. Lessee agrees to use the Device in a careful, proper, and lawful manner, in accordance with all applicable laws, regulations, and the instructions or documentation provided by Lessor.

5.2. Lessee shall be solely responsible for any loss of or damage to the Device occurring during the term of this Agreement, regardless of cause, excluding normal wear and tear.

5.3. Lessee shall not modify, alter, disassemble, or repair the Device without the prior written consent of Lessor.

6. Ownership and Return of Device and Software

6.1. The Device and the Software shall remain the sole property of Lessor at all times. Lessor reserves the right to request the return of the Device and the Software at any time. If the Device is returned in good and undamaged condition, Lessee’s annual lease payment shall be prorated accordingly.

6.2. Upon termination of this Agreement, Lessee shall return the Device to Lessor in good working condition, excluding ordinary wear and tear.

6.3. Lessee shall have no right, title, or interest in or to the Device or the Software other than the limited rights expressly granted under this Agreement. Lessee shall not copy, translate, modify, create derivative works from, reverse engineer, decompile, encumber, or otherwise use the Device or the Software except as expressly authorized by this Agreement.

7. Upgrade/Replacement of Device

Lessor reserves the right to exchange the rented Device for a newer or upgraded model, without change to the rental amount.

8. Indemnification

Lessee agrees to indemnify, defend and hold harmless Lessor from any and all claims, damages, losses, liabilities, and expenses arising out of or in connection with Lessee’s use of the Device and/or the Software.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of California.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings or agreements, oral or written, relating to the subject matter hereof.

11. Amendments

Any amendments or modifications to this Agreement must be in writing and signed by both parties.

12. Use of Name, Logos and Uploaded Images

Lessee grants Lessor a non-exclusive, royalty-free license to display Lessee’s name and/or logos as a customer reference on Lessor’s platform and marketing materials, including but not limited to its website, social media channels, and promotional materials.

By uploading card images to Lessor’s platform, Lessee grants Lessor a non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and distribute such images on Lessor’s platform and marketing materials, including but not limited to its website, social media channels, and promotional materials.

Lessee retains ownership of its images, but by submitting them, Lessee agrees to allow Lessor to use them in accordance with its privacy policy and terms of service. Lessee retains the right at all times to contact Lessor to request removal of said name, logos, and images from its platform.