Credit Application

The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract), because all or part of the applicant's income derives from any public assistance program, or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning RivCut is the Federal Trade Commission, Equal Credit Opportunity, Washington, DC 20580.

All invoices are due and payable within the credit terms approved by RivCut (Net 30, Net 45, or Net 60) measured from the invoice date. Past-due balances shall accrue a service charge of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the unpaid balance, or the maximum rate permitted by law in the applicable jurisdiction, whichever is less. A late fee of $50.00 or 5% of the overdue amount (whichever is greater) shall be assessed on any payment not received within five (5) business days of the due date. Customer shall pay all amounts in U.S. dollars without offset, deduction, or counterclaim.

Customer grants RivCut a purchase money security interest (PMSI) in all goods, materials, parts, and products supplied by RivCut until payment in full is received, attaching to all proceeds thereof. RivCut is authorized to file UCC-1 Financing Statements and any amendments with the appropriate state and local authorities to perfect its security interest. RivCut also reserves the right to file mechanic's liens, materialman's liens, or any other statutory liens available under applicable law.

Customer shall be in default upon (a) failure to pay any invoice when due; (b) any material misrepresentation in this Application; (c) commencement of bankruptcy, insolvency, receivership, or assignment for the benefit of creditors; (d) suspension or cessation of business; or (e) breach of any other material obligation to RivCut. Upon default, RivCut may declare all outstanding balances across all invoices and agreements immediately due and payable, suspend or terminate extended credit, refuse further shipment, retain or repossess unpaid Goods, apply any deposits or credits to outstanding balances, and pursue any other remedy available at law or in equity.

If Customer fails to pay any amount when due and RivCut refers the account for collection, Customer shall pay all costs of collection — including reasonable attorneys' fees, court costs, filing fees, lien filing/release costs, process-server fees, skip-tracing costs, and collection-agency fees — whether or not litigation is commenced.

EXCEPT FOR AMOUNTS DUE UNDER A WARRANTY OR INDEMNIFICATION OBLIGATION EXPRESSLY ACCEPTED IN WRITING BY RIVCUT, RIVCUT'S TOTAL LIABILITY UNDER OR ARISING OUT OF ANY ORDER, INVOICE, OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO RIVCUT FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. IN NO EVENT SHALL RIVCUT BE LIABLE FOR LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, COST OF COVER, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. Customer acknowledges that the foregoing limitation is a material part of the bargain and the prices reflect this allocation of risk.

If a Personal Guarantee is executed in Section 7 of this Application, the undersigned Guarantor — in consideration of RivCut's extension of credit to Customer (which Guarantor acknowledges as good and valuable consideration directly benefiting Guarantor) — unconditionally and irrevocably guarantees to RivCut the prompt and full payment of all amounts now or hereafter owed by Customer, together with interest, costs of collection, and attorneys' fees. This guarantee is continuing, absolute, and not conditioned on RivCut first proceeding against Customer. RivCut may pursue the Guarantor directly without first pursuing Customer, in any order and combination of remedies. Guarantor waives notice of acceptance, presentment, demand, protest, dishonor, and any defense based on suretyship principles. This guarantee remains in effect until terminated by Guarantor in writing as to future credit only.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Alameda County, California, and Customer hereby consents to the personal jurisdiction of such courts. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

This Application and any related agreements may be executed and delivered electronically. Electronic signatures, including a typed full name in the signature field, shall have the same legal effect as a handwritten signature pursuant to the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 et seq.) and applicable state Uniform Electronic Transactions Acts. Each party consents to receive notices and disclosures electronically. The IP address, timestamp, device information, and signature data captured at submission constitute admissible evidence of execution.

Pursuant to the Equal Credit Opportunity Act and Regulation B (12 C.F.R. §1002.7), RivCut will not require the signature of a spouse or other person on any credit instrument if Customer qualifies for credit individually under RivCut's standards of creditworthiness. Customer may request joint credit; in that case, both applicants must sign and intend to apply for joint credit.

RivCut collects information provided in this Application solely to evaluate creditworthiness, manage the credit account, provide goods and services, and comply with applicable law. Information will not be sold to third parties. Customer's data may be shared with credit bureaus, the trade and bank references identified herein, and service providers acting on RivCut's behalf under written confidentiality. RivCut may report delinquent accounts and payment history to commercial credit bureaus, including Dun & Bradstreet, Experian Business, and Equifax Business. California residents have additional rights under the California Consumer Privacy Act (CCPA); see RivCut's Privacy Policy for access, deletion, and opt-out rights.

Customer represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its state of formation; (b) the person signing this Application has full authority to bind Customer; (c) all information provided is true, accurate, and complete; (d) Customer is not insolvent and is not the subject of any pending bankruptcy proceeding; and (e) Customer's execution and performance of this Agreement does not violate any contract, judgment, or law applicable to it. Customer agrees to promptly notify RivCut in writing of any material change in its financial condition, business structure, ownership, or key personnel. RivCut reserves the right to review and adjust credit terms upon receiving such notice. RivCut may rely on these representations in extending credit.

This Application, together with any RivCut quotation, order acknowledgment, invoice, and the terms set forth herein, constitutes the entire agreement between the parties with respect to the credit relationship and supersedes all prior or contemporaneous communications. Customer's purchase orders or other forms shall not vary these terms; conflicting provisions in such forms are expressly rejected. RivCut reserves the right to modify, reduce, or revoke credit terms at any time with thirty (30) days written notice to Customer; such modification shall not affect obligations arising from prior transactions. No modification shall be effective unless in writing and signed by an authorized officer of RivCut. If any provision is held unenforceable, the remaining provisions shall continue in full force. All notices shall be in writing and delivered by personal delivery, certified U.S. mail with return receipt, nationally recognized overnight courier, or email confirmed by automated read receipt or follow-up letter, addressed to the parties at the addresses in this Application.

Customer affirms under penalties of perjury that the Federal Employer Identification Number (EIN) provided is correct and that Customer is the true legal entity entitled to use it. Customer agrees to provide a fully executed IRS Form W-9 upon request and to deliver any required state resale certificates or sales-tax-exemption documentation prior to claiming any tax exemption on RivCut invoices. Providing false information on this credit application is a criminal offense under federal and state law (18 U.S.C. §1014, state commercial fraud statutes) and may result in criminal prosecution, civil liability for treble damages, and immediate termination of credit privileges. The obligations under this credit agreement survive termination of the business relationship until all amounts are paid in full.