1. DEFINITIONS

1. “Business Day” means any day other than Saturday, Sunday, or any other day on which banking institutions used by Franchisor are authorized by law or executive action to close.

2. “Device” means an RPOS owned by HP or its financing company, and provided to a Franchisee pursuant to this HPA and includes equipment, documentation, accessories, parts, and upgrades listed in Exhibit B.

3. “Device Term” means the period of time during which the Device will be provided to the Franchisee and supported by HP as set forth in this HPA. The Device Term for a Device begins on the installation date at the Franchisee Location and continues for the length of time set forth in HPA. Devices installed on or before the 15th of the month are first billed in that calendar month; Devices installed after the 15th of the month will be first billed in the following month.

4. “Device Peripheral” means the auxiliary component used in conjunction with a Device that connects to and works with the Device to perform additional capabilities.

5. “Device Support Services” means the HP-provided services set forth in Section 2.a. of this HPA.

6. “Franchise Data” means any non-public information that identifies by itself or in combination with other data, a Franchisee.

7. “Franchise Location” means the Subway® restaurant owned and operated by the Franchisee who has signed the HPA.

8. i. “Franchisor” means Doctor’s Associates Inc.

9. “FWH Service Desk” means Subway® service desk reachable at: 1-800-888-4848 ext. 4767 or by using Franchisor’s Technology Support Portal located on Subway Partners

10. “HP Tool(s)” means the USB drive housing the back-up image.

11. “HP Travel Zone” is the numeric designation (0-6) assigned to the Franchise Location defining the distance in miles from a HP Primary support office (“hub”) to the specific Franchise Location as indicated on the Exhibit A of this HPA

12. “IPC” means Independent Purchasing Cooperative, Inc.

13. “Mid-Term Refresh” means the 48-month mid-term point of this HPA whereby each Initial Device may be refreshed with a new Device for a second 48 months period, pursuant to the terms of the applicable HPA.

14. “Personal Data” means any information that identifies or locates a natural person (a “Data Subject”) or that, in combination with other reasonably available data, can be used to identify or locate a natural person.

15. “Personnel” means an employee, agent, or subcontractor of a party.

16. “RPOS” means Retail Point of Sale Device.

17. “Security Incident” means any unauthorized or unlawful access to, or unauthorized disclosure of any Personal Data or Franchisee Data (solely in respect to HP’s obligations to protect such Personal Data or Franchisee Data under the HaaS Agreement or the HPA) by HP.

18. “Services” means the Hardware-as-a-Service managed solution described in this HPA.

19. “Shopify” means the shopping cart vehicle used by Franchisee to select the Device and optional Device Peripherals as depicted in Exhibit B of this HPA.

20. “Virus” or “Viruses” means program code or programming instruction or set of instructions intentionally designed to disrupt, disable, harm, interfere with, or otherwise adversely affect computer programs, data files, or operations; or, other code typically described as a virus or by similar terms, including Trojan horse, spyware, malware, malicious code, worm, or backdoor.

DESCRIPTION OF SERVICES

1. Account Delivery Management. An Account Delivery Manager (“ADM”) will be the Franchisee’s primary business contact for HaaS day-to-day administration, staging and integration, scheduling, tracking, deployment, procurement, fulfillment, delivery, designated travel zone information, management, and support services, after order placement through end of the Term.

2. Device Procurement. Franchisee will make Device and Device Peripheral selection within the Shopify shopping cart for the Initial Device and the Mid-Term Refresh Device.

3. Device Support Services. HP will provide Device Support Services for the Franchise Location during the Term in the event a Device break/fix incident (“Incident”) cannot be resolved remotely.

   1. Coverage Window. The coverage window means the timeframe in which an Incident can be supported. The coverage window is defined below in the Service-level Table. “Coverage Day” is Monday to Sunday, excluding HP holidays.

      1. Should a hardware Incident on the Device be unable to be resolved remotely by the FWH Service Desk, a replacement part or pre-imaged Device that is new, or equivalent to new in performance will be shipped to the Franchise Location within the Coverage Window.

      2. Should an Incident on a Device Peripheral be unable to be resolved remotely by the FWH Service Desk, a replacement that is new, or equivalent to new in performance will be shipped to the Franchise Location within the Coverage Window.