FACILITY PARTNER TERMS AND CONDITIONS

Pirex Solutions LLC

Effective Date: January 1, 2026 Last Updated: March 15, 2026 Published at: pirexsolutions.com/partner-terms

KEY TERMS AT A GLANCE

You earn 70% of gross monthly revenue generated at your facility. Pirex Solutions retains 30%. Payouts are processed monthly via ACH direct deposit within 10 business days of billing cycle close. Pirex Solutions handles all marketing, billing, member support, and credential management. You maintain the physical facility. Either party may terminate with 30 days written notice. No early termination penalties. You are an independent property owner — not an employee, agent, or franchisee of Pirex Solutions LLC. This agreement is governed by Delaware law. Disputes are resolved through binding arbitration.

SECTION 1 — DEFINITIONS

The following terms are used throughout these Facility Partner Terms and Conditions and in any Facility License Agreement executed between Pirex Solutions LLC and a Facility Partner.

Pirex Solutions — Pirex Solutions LLC, a Delaware limited liability company, with its principal place of business at 205 N Michigan Ave, Suite 810, Chicago, IL 60601. A subsidiary of Pirex Holdings LLC.

Facility Partner — The individual, business entity, or property owner who has submitted a Facility Partner Application, been approved, and executed a Facility License Agreement with Pirex Solutions.

Facility — The physical property — including all parking spaces, access points, surface areas, and associated infrastructure — identified in the Facility License Agreement and used to provide parking services to Pirex Solutions Members.

Member — A CDL driver, owner-operator, fleet operator, or other individual or entity that holds an active Pirex Solutions membership and has been assigned access credentials for a specific Facility.

Facility License Agreement — The specific written agreement executed between Pirex Solutions and a Facility Partner that incorporates these Terms and Conditions and sets forth facility-specific details including address, capacity, corridor, and payout method.

Gross Revenue — The total monthly membership fees collected by Pirex Solutions from Members assigned to a specific Facility, before any deductions, refunds processed to Members, or Stripe processing fees.

Revenue Share — The Facility Partner's contractual percentage of Gross Revenue — 70% under the Standard and Premium tiers — paid monthly as described in Section 4.

Access Credentials — Gate codes, digital access tokens, key fobs, or any other access mechanism issued by Pirex Solutions to Members for entry to a Facility.

Corridor — A designated interstate highway or freight route along which a Facility is positioned and for which Members are recruited and assigned by Pirex Solutions.

Activation Date — The date on which the Facility is officially added to the Pirex Solutions network, Access Credentials are first issued to Members for that Facility, and revenue generation begins.

SECTION 2 — PARTNERSHIP STRUCTURE AND RELATIONSHIP

The relationship between Pirex Solutions and a Facility Partner is that of independent contracting parties. A Facility Partner is not an employee, agent, joint venture partner, franchisee, or legal representative of Pirex Solutions LLC under any circumstances.

The Facility License Agreement grants Pirex Solutions a non-exclusive license to market, assign, and manage access to available parking spaces at the Facility for the purpose of serving Pirex Solutions Members. The Facility Partner retains full ownership and control of the property at all times.

Pirex Solutions acts as the operator of the membership program. All Member relationships, billing, and support are managed exclusively by Pirex Solutions. Members are customers of Pirex Solutions, not of the Facility Partner.

The Facility Partner acts as the property provider. The Facility Partner's responsibilities are limited to maintaining the physical property, keeping access points functional, and notifying Pirex Solutions of any access or capacity changes.

Pirex Solutions does not acquire any ownership interest in the Facility, the land, or any improvements. The Facility License Agreement does not constitute a lease, sublease, or transfer of real property rights.

Independent Contractor Status. Facility Partners are responsible for their own tax obligations arising from revenue received under this agreement. Pirex Solutions will issue a Form 1099-NEC to Facility Partners who receive $600 or more in revenue share payments in a calendar year. Facility Partners should consult their own tax advisor regarding their obligations.

SECTION 3 — FACILITY PARTNER OBLIGATIONS

By executing a Facility License Agreement, the Facility Partner agrees to maintain the following minimum standards for the duration of the agreement.

Physical Access. Maintain functional access to the Facility for all Members holding valid Access Credentials during agreed access hours. Gate, lock, or other entry mechanism must be operational at all times.

Surface Condition. Keep the Facility surface in a condition that allows safe access and parking for standard commercial vehicles including Class 8 trucks and 53-foot trailers.

Capacity Notification. Notify Pirex Solutions in writing with at least 14 days notice if the available capacity at the Facility will be reduced, temporarily unavailable, or permanently altered.

Legal Compliance. Maintain all permits, licenses, and legal authorizations required to operate the property for commercial vehicle parking in the applicable jurisdiction.

Insurance. Maintain general liability insurance with minimum coverage of $1,000,000 per occurrence for the Facility property. Pirex Solutions shall be named as an additional insured on the policy.

Access Cooperation. Cooperate with Pirex Solutions on Access Credential changes, gate code updates, and any access modifications required to maintain Member service.

Hazard Notification. Promptly notify Pirex Solutions of any hazardous conditions, access blockages, third-party disputes, or legal proceedings affecting the Facility.

Exclusivity. During the term of the Facility License Agreement, Facility Partners may not operate a competing private fleet parking membership program or license parking capacity to a direct competitor of Pirex Solutions at the same Facility address without prior written consent.

Failure to Maintain Access. If Members are unable to access the Facility due to a condition within the Facility Partner's control — including a non-functioning gate, blocked entrance, or unannounced capacity reduction — Pirex Solutions reserves the right to suspend the Facility from the active network, reassign affected Members, and withhold the affected Revenue Share for the period during which access was unavailable.

SECTION 4 — REVENUE SHARE AND PAYMENT TERMS

Pirex Solutions will pay the Facility Partner a Revenue Share equal to 70% of Gross Revenue generated from Members assigned to the Facility in each monthly billing cycle. Pirex Solutions retains 30% of Gross Revenue as its operating fee for marketing, billing, member management, and platform operations.

Facility Partner Share — 70% — applied to all Gross Revenue from Members assigned to the Facility. Pirex Solutions Fee — 30% — retained for operations, marketing, billing, and support.

Payment Schedule. Revenue Share payments are processed via ACH direct deposit within 10 business days following the close of each monthly billing cycle. The Facility Partner must maintain a valid U.S. bank account on file with Pirex Solutions to receive payments. Payments will not be processed by check unless ACH is unavailable.

Revenue Reports. Pirex Solutions will deliver a monthly revenue report to the Facility Partner's email address on file no later than 5 business days after each billing cycle close. The report will include total Members assigned to the Facility, plan breakdown by member, gross revenue for the period, 70% Revenue Share amount, and payout confirmation details.

Refund Adjustments. If Pirex Solutions issues a member refund due to a facility-related issue — including access failure, facility closure, or credential malfunction caused by the Facility Partner — the refunded amount will be deducted from the Facility Partner's next Revenue Share payment rather than from Pirex Solutions' 30% share.

Disputed Payments. Facility Partners must notify Pirex Solutions of any payment discrepancy within 30 days of receiving a monthly revenue report. Disputes submitted after 30 days will not be reviewed.

Payment Hold. Pirex Solutions reserves the right to hold a Revenue Share payment if the Facility is suspended due to non-compliance, a legal dispute involving the property, or a Member access issue under active investigation. Payment will be released or adjusted upon resolution.

Minimum Payout Threshold. Payments of less than $50 in a given month will be carried forward and added to the following month's payment until the combined balance exceeds $50.

SECTION 5 — PIREX SOLUTIONS OBLIGATIONS

In exchange for the Facility Partner's participation in the network, Pirex Solutions agrees to fulfill the following obligations for the duration of the active Facility License Agreement.

Marketing. Conduct targeted outreach to CDL drivers, owner-operators, and fleet accounts operating on the Facility's designated corridor. Marketing includes direct outreach to the Pirex Solutions driver database, digital advertising, and fleet sales efforts. Pirex Solutions does not guarantee specific occupancy rates or timelines.

Member Billing. Process all member billing, payment collection, and failed payment recovery. The Facility Partner has no involvement in billing and will not be held responsible for uncollected member payments.

Access Credential Management. Issue, maintain, update, and deactivate all Access Credentials for Members assigned to the Facility. The Facility Partner does not issue credentials and is not responsible for unauthorized access resulting from Pirex Solutions' credential errors.

Member Support. Provide all first-line and escalated member support, including access issues, billing disputes, and account changes. Member inquiries are directed to Pirex Solutions, not to the Facility Partner.

Revenue Reporting. Deliver accurate monthly revenue reports within 5 business days of each billing cycle close as described in Section 4.

Member Reassignment. If a Facility becomes temporarily unavailable due to scheduled maintenance or a notified capacity reduction, Pirex Solutions will make reasonable efforts to reassign affected Members to an alternative facility on the same corridor with no more than 72 hours of disruption.

Compliance. Operate the membership program in compliance with applicable federal and state laws governing commercial vehicle parking services, payment processing, and data privacy.

SECTION 6 — FACILITY STANDARDS AND UPGRADES

All Facilities in the Pirex Solutions network must meet the following minimum standards at the time of Activation and must maintain those standards for the duration of the agreement.

Accessible surface capable of supporting Class 8 commercial vehicles — asphalt, concrete, gravel, or compacted hardpack. Minimum turning and maneuvering clearance for a standard 53-foot trailer. Space for a minimum of 10 commercial vehicles simultaneously. Functional access control — gate code, key lock, electronic entry, or other mechanism sufficient to restrict access to credentialed Members. 24-hour or agreed controlled-hours access for Members holding active credentials.

Premium and Enterprise Upgrades. Facility Partners enrolled in the Premium or Enterprise partnership tier authorize Pirex Solutions to coordinate the installation or upgrade of camera systems, lighting, signage, and enhanced access control at the Facility. All upgrade costs are borne by Pirex Solutions unless otherwise agreed in writing. Installed equipment remains the property of Pirex Solutions and must be returned or deactivated upon termination of the agreement.

Signage. Upon activation, Pirex Solutions may install branded signage at the Facility identifying it as part of the Pirex Solutions private parking network. Signage placement requires Facility Partner approval and must comply with local zoning and property regulations. The Facility Partner agrees not to remove or obstruct Pirex Solutions signage during the active agreement term.

SECTION 7 — EXCLUSIVITY AND NON-COMPETITION

During the term of any active Facility License Agreement, the Facility Partner agrees not to operate, participate in, or license parking capacity to any other private fleet parking membership program at the same Facility address that directly competes with the Pirex Solutions membership model.

This restriction does not prohibit the Facility Partner from operating general commercial or public parking at the same location provided it does not interfere with spaces reserved for Pirex Solutions Members, leasing space for long-term storage of trailers or commercial equipment unrelated to short-term driver parking, operating other businesses on the same property that do not involve short-term commercial vehicle parking memberships, or owning additional properties not covered by a Pirex Solutions Facility License Agreement and operating those separately.

The non-competition obligation survives termination of the agreement for a period of 90 days following the effective termination date as it applies specifically to Pirex Solutions' existing Member base previously assigned to the Facility.

SECTION 8 — TERM AND TERMINATION

Each Facility License Agreement is effective upon execution by both parties and continues on a month-to-month basis until terminated in accordance with this section.

Termination by Either Party — Standard Notice. Either party may terminate a Facility License Agreement at any time by providing 30 days written notice to the other party via email or certified mail. During the notice period, both parties continue to fulfill their obligations under the agreement.

Termination by Pirex Solutions — Immediate. Pirex Solutions may terminate a Facility License Agreement immediately and without notice in any of the following circumstances. The Facility Partner materially misrepresented the property, its ownership authority, or its condition during the application process. The Facility is found to be unsafe, illegal, or non-compliant with applicable laws or regulations. The Facility Partner engages in conduct that endangers the safety of Pirex Solutions Members. The Facility Partner violates the exclusivity provisions of Section 7. The Facility Partner repeatedly fails to maintain access or respond to access emergency communications within 4 hours.

Effect of Termination. Upon the effective termination date, Pirex Solutions will deactivate all Member Access Credentials for the Facility, reassign affected Members to alternative facilities where available, remove the Facility from the active network, and process a final Revenue Share payment for any billing cycle revenue earned prior to termination. No Revenue Share is owed for the period after the Facility has been deactivated from the network.

Member Notice. When a Facility is terminated with 30 days notice, Pirex Solutions will notify affected Members no later than 14 days before the Facility's removal from the network and make reasonable efforts to confirm an alternative facility assignment before the termination date. The Facility Partner agrees to continue providing Member access through the full 30-day notice period.

SECTION 9 — LIABILITY AND INDEMNIFICATION

Facility Partner Liability. The Facility Partner is solely responsible for the physical condition, safety, and legal compliance of the Facility. Pirex Solutions is not liable for any injury, property damage, theft, or loss occurring at the Facility.

Pirex Solutions Limitation of Liability. Pirex Solutions' total cumulative liability to a Facility Partner shall not exceed the total Revenue Share payments paid to that Facility Partner in the 3 months immediately preceding the event giving rise to the claim. Pirex Solutions is not liable for indirect, incidental, consequential, or punitive damages of any kind.

Facility Partner Indemnification. The Facility Partner agrees to indemnify, defend, and hold harmless Pirex Solutions LLC, its officers, managers, employees, and agents from and against any and all claims, damages, losses, or expenses — including reasonable attorney fees — arising out of or relating to any injury to a Member or third party occurring at the Facility, any property damage at or to the Facility, the Facility Partner's breach of any representation, warranty, or obligation under this agreement, the Facility Partner's failure to maintain required insurance coverage, or any environmental condition, code violation, or legal dispute involving the Facility property.

Pirex Solutions Indemnification. Pirex Solutions agrees to indemnify and hold harmless the Facility Partner from claims arising directly from Pirex Solutions' negligent operation of the membership program, including billing errors, unauthorized credential issuance, or misrepresentation of the Facility to Members.

Insurance Requirement. Facility Partners are required to maintain general liability insurance with a minimum of $1,000,000 per occurrence and $2,000,000 aggregate. Pirex Solutions must be named as an additional insured. Proof of insurance must be provided before the Activation Date and renewed annually. Failure to maintain required insurance is grounds for immediate suspension of the Facility License Agreement.

SECTION 10 — CONFIDENTIALITY

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Facility License Agreement, including but not limited to Member data, revenue figures, pricing structures, operational methods, and technology systems.

The Facility Partner agrees specifically not to disclose, share, or use for any competitive purpose the names, contact information, or vehicle information of any Pirex Solutions Member, Pirex Solutions' pricing or revenue split terms, or any information about the Pirex Solutions driver database or marketing methods.

Confidentiality obligations survive termination of the agreement for a period of 2 years following the effective termination date.

The Facility Partner may disclose the existence of the partnership relationship and general revenue-sharing structure to their own accountants, attorneys, or lenders on a need-to-know basis, provided those parties are bound by equivalent confidentiality obligations.

SECTION 11 — MEMBER DATA AND PRIVACY

All Member personal information — including names, contact details, vehicle information, and access records — is and remains the exclusive property of Pirex Solutions LLC. The Facility Partner has no right to collect, store, use, or share any Member data for any purpose.

The Facility Partner agrees not to install surveillance equipment, recording systems, or data collection tools directed at Members beyond what is disclosed to Pirex Solutions and approved in writing. Camera systems coordinated by Pirex Solutions under Premium and Enterprise tier arrangements operate under Pirex Solutions' data policies.

Pirex Solutions' collection and use of Member data is governed by the Pirex Solutions Privacy Policy at pirexsolutions.com/privacy. Facility Partners are not subject to that policy but are bound by the data restrictions in this section.

SECTION 12 — REPRESENTATIONS AND WARRANTIES

By executing a Facility License Agreement, the Facility Partner represents and warrants to Pirex Solutions that they are the owner of record or an authorized representative of the owner with written authority to enter into a revenue-sharing arrangement for the Facility, that the Facility is free from any lien, encumbrance, lease restriction, or covenant that would prohibit its use as described in the Facility License Agreement or that all necessary consents have been obtained, that the Facility meets the minimum physical standards described in Section 6 as of the Activation Date, that the Facility is in compliance with all applicable local, state, and federal laws including zoning, environmental, and safety regulations, that all information provided in the Facility Partner Application is accurate and complete to the best of their knowledge, and that the person executing the Facility License Agreement has full legal authority to bind the Facility Partner entity to these terms.

SECTION 13 — DISPUTE RESOLUTION

The parties agree to resolve any dispute, claim, or controversy arising from or related to any Facility License Agreement or these Terms and Conditions through the following process.

Step 1 — Direct Resolution. Either party must first attempt to resolve the dispute directly by providing written notice of the issue to the other party. The parties shall have 14 days to negotiate in good faith toward a resolution.

Step 2 — Binding Arbitration. If the dispute is not resolved within 14 days of written notice, it shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Chicago, Illinois. The decision of the arbitrator is final and binding on both parties.

No Class Actions. All disputes must be brought on an individual basis. Neither party may bring a claim as a class action, collective action, or representative proceeding.

Exceptions. Nothing in this section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to unauthorized use of the Pirex Solutions brand, Member data, or trade secrets.

SECTION 14 — GOVERNING LAW

These Terms and Conditions and all Facility License Agreements are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent any court proceeding is permitted under these Terms, the parties consent to exclusive jurisdiction in the state and federal courts located in Chicago, Illinois.

SECTION 15 — GENERAL PROVISIONS

Entire Agreement. These Terms and Conditions, together with the applicable Facility License Agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior negotiations, representations, and agreements.

Amendments. Pirex Solutions may update these Terms and Conditions with 30 days written notice to active Facility Partners. Continued participation in the network after the effective date of any amendment constitutes acceptance of the revised terms. If a Facility Partner does not agree to an amendment, they may terminate the Facility License Agreement before the effective date without penalty.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Waiver. Failure by either party to enforce any provision of these Terms does not constitute a waiver of that party's right to enforce that provision in the future.

Assignment. The Facility Partner may not assign or transfer any Facility License Agreement to another party without prior written consent from Pirex Solutions. Pirex Solutions may assign this agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices. All written notices required under these Terms must be sent via email to the addresses on file or via certified mail to the parties' respective principal addresses. Pirex Solutions' notice address is info@pirexsolutions.com and 205 N Michigan Ave, Suite 810, Chicago, IL 60601.

Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, government actions, labor disputes, or infrastructure failures, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.

Attorney Review Recommended. These Terms and Conditions are intended as the governing framework for the Pirex Solutions Facility Partner program. Facility Partners are encouraged to have these terms reviewed by their own legal counsel before executing a Facility License Agreement.

SECTION 16 — CONTACT AND PROGRAM ADMINISTRATION

General Partner Inquiries — info@pirexsolutions.com

Revenue Disputes — support@pirexsolutions.com — subject line: Revenue Dispute — [Facility Name]

Legal Notices — 205 N Michigan Ave, Suite 810, Chicago, IL 60601 — Attn: Legal

Partner Application — https://forms.fillout.com/t/tAJDhQrCirus

These Facility Partner Terms and Conditions are effective as of March15, 2026 and apply to all Facility License Agreements executed on or after that date.

Pirex Solutions LLC 205 N Michigan Ave, Suite 810 Chicago, IL 60601