TERMS OF SALE AND WEBSITE USE

Radio Frequency Ralston LLC d/b/a RF Ralston
Raleigh, North Carolina, United States

These Terms of Sale and Website Use (“Terms”) govern your use of the RF Ralston website and your purchase of products and services from Radio Frequency Ralston LLC, doing business as RF Ralston (“RF Ralston,” “we,” “us,” or “our”).

By accessing our website, requesting a quotation, submitting artwork, placing an order, approving a proof when one is provided, making payment, accepting delivery, or otherwise purchasing Products or Services from RF Ralston, you (“Customer”) agree to these Terms.

If you act on behalf of a hotel, company, franchisee, licensee, management company, ownership group, purchasing organization, or other entity, you represent and warrant that you have authority to act on behalf of that entity in connection with the applicable transaction.

For purposes of these Terms:

“Products” include RFID key cards, magnetic-stripe key cards, printed key cards, access credentials, printed cards, and related physical goods supplied by RF Ralston.

“Services” include printing, customization, artwork preparation, production, order fulfillment, and other services provided in connection with Products.

All orders are subject to acceptance by RF Ralston.

A quotation, price estimate, electronic communication, or other preliminary communication does not constitute acceptance of an order unless RF Ralston indicates otherwise.

RF Ralston may decline, cancel, suspend, or place an order on hold when reasonably necessary, including when:

· Customer information is inaccurate or incomplete;

· payment has not been received or authorized;

· requested artwork or content may violate applicable law or third-party rights;

· the requested Product cannot reasonably be manufactured as specified;

· required materials, chips, cards, components, or supplies are unavailable;

· a trademark owner or other third party challenges the proposed use;

· RF Ralston reasonably questions Customer’s authority to order the requested Products; or

· fulfillment would expose RF Ralston to unreasonable legal, financial, operational, or intellectual-property risk.

RF Ralston may request additional information or documentation before accepting, manufacturing, or shipping an order.

When Customer requests Products displaying a hotel name, trademark, service mark, logo, trade dress, copyrighted artwork, brand identifier, or other third-party intellectual property (“Branded Products”), Customer represents and warrants that one or more of the following applies:

1. Customer owns or controls the applicable intellectual property;

2. Customer is an authorized franchisee, licensee, corporate-owned property, hotel owner, hotel operator, management company, purchasing agent, or other entity authorized to procure the requested Branded Products; or

3. Customer otherwise possesses valid permission or authority from the applicable rights holder to procure the requested Branded Products.

Customer further represents and warrants that its purchase and intended use of the Branded Products is within the scope of Customer’s authorization to use the applicable intellectual property.

Customer is solely responsible for determining whether any franchise agreement, license agreement, hotel-management agreement, brand-standard requirement, purchasing requirement, approved-vendor program, procurement restriction, or other contractual obligation restricts where or from whom Customer may purchase Branded Products.

RF Ralston is not a party to those agreements and does not undertake to interpret or determine Customer’s contractual obligations to a hotel brand, franchisor, licensor, management company, property owner, or other third party.

Customer represents and warrants that it owns, controls, or possesses valid authorization, permission, rights, or licenses to use all trademarks, service marks, logos, trade names, hotel names, brand identifiers, photographs, artwork, designs, images, copyrighted materials, and other intellectual property submitted, identified, requested, or authorized for reproduction by RF Ralston.

Customer further represents and warrants that RF Ralston’s reproduction of those materials according to Customer’s instructions will not violate Customer’s contractual obligations or infringe the trademark, copyright, trade dress, publicity, or other rights of a third party.

RF Ralston may rely upon Customer’s representations concerning Customer’s authority unless RF Ralston receives information reasonably calling that authority into question.

RF Ralston is an independent supplier. Unless expressly confirmed by the applicable rights holder in writing, RF Ralston is not affiliated with, endorsed by, sponsored by, certified by, or an authorized or approved vendor of any hotel brand, franchise organization, lock manufacturer, or other third party.

References to third-party hotel brands, lock systems, credential technologies, manufacturers, or products are for identification, compatibility, or informational purposes and do not by themselves indicate affiliation, sponsorship, endorsement, approval, certification, or authorization.

Customer grants RF Ralston a limited, nonexclusive license to reproduce and use Customer-supplied or Customer-authorized materials solely as reasonably necessary to:

· prepare artwork or production files;

· prepare proofs when appropriate;

· manufacture Products;

· fulfill Customer orders;

· maintain reasonable production and transaction records; and

· provide related customer service.

RF Ralston does not acquire ownership of Customer-supplied trademarks, logos, artwork, or other intellectual property merely by reproducing those materials at Customer’s direction.

RF Ralston may refuse to reproduce material that RF Ralston reasonably believes may violate applicable law or the rights of another party.

RF Ralston may maintain artwork, layouts, designs, specifications, templates, or production files previously supplied, approved, or authorized by Customer or by another authorized representative of the applicable property.

For repeat orders or orders using existing artwork or production files, RF Ralston may proceed without providing a new proof unless RF Ralston determines that a proof is appropriate or Customer specifically requests a proof before production begins.

By placing an order using artwork or specifications already on file, Customer:

· authorizes RF Ralston to reproduce the applicable existing artwork and specifications for that order;

· represents that Customer continues to possess the authority necessary to procure Products displaying that artwork;

· confirms that the artwork and information previously supplied remain accurate unless Customer informs RF Ralston otherwise; and

· accepts responsibility for notifying RF Ralston before production of any changes to artwork, branding, property information, specifications, trademark authorization, or other relevant information.

A repeat order does not require RF Ralston to independently reconfirm Customer’s authority to use previously authorized artwork unless RF Ralston receives information reasonably calling that authority into question.

RF Ralston may provide an electronic or physical proof when RF Ralston determines that a proof is appropriate.

A proof is not required for every order.

When RF Ralston provides a proof, Customer is responsible for reviewing the proof and verifying, as applicable:

· spelling and text;

· telephone numbers and addresses;

· hotel or property information;

· logos and artwork;

· colors;

· card orientation;

· layout and positioning;

· quantities;

· card type;

· RFID technology;

· magnetic-stripe requirements;

· numbering;

· encoding specifications; and

· other order specifications.

Customer’s approval of a proof authorizes RF Ralston to manufacture Products according to the approved proof and associated specifications.

When no proof is provided, RF Ralston may manufacture Products according to Customer’s order instructions and the artwork, production files, specifications, templates, or prior approvals reasonably associated with Customer’s order.

RF Ralston is not responsible for errors contained in Customer-supplied or previously approved artwork, information, or specifications unless RF Ralston independently introduces the error during production.

Production may begin immediately after RF Ralston accepts an order or, when a proof is required, after Customer approves the proof.

Once production begins, customized orders may not be changed or canceled without RF Ralston’s written consent.

Electronic proofs primarily demonstrate content, layout, orientation, and positioning. Colors displayed electronically may differ from finished printed colors.

RF Ralston respects the intellectual-property rights of third parties.

If RF Ralston receives a credible complaint, cease-and-desist demand, infringement notice, or other communication from a trademark owner or its authorized representative concerning Customer’s requested use of intellectual property, RF Ralston may suspend acceptance, manufacture, or shipment of affected orders while the matter is reviewed.

Suspension of an order under this section does not constitute an admission by RF Ralston that infringement has occurred.

RF Ralston may notify Customer of the complaint and request documentation reasonably demonstrating Customer’s authority to procure the disputed Products.

Such documentation may include, where appropriate:

· confirmation that Customer owns, operates, manages, or represents the identified property;

· written authorization from the trademark owner;

· applicable franchise or license documentation;

· confirmation from an authorized management company;

· purchase authorization;

· correspondence from the applicable hotel brand or rights holder; or

· other reasonably satisfactory evidence of Customer’s authority.

RF Ralston is not required to adjudicate disputes between Customer and a trademark owner.

If a trademark owner specifically identifies a Customer, hotel, property, design, artwork, or proposed use as unauthorized, RF Ralston may suspend production or shipment of affected Branded Products until RF Ralston reasonably determines that the authorization issue has been resolved.

RF Ralston may refuse or cancel an affected order if:

· Customer cannot provide reasonably satisfactory evidence of authorization;

· the applicable rights holder establishes that Customer lacks authority for the requested use;

· a court or governmental authority prohibits the requested activity; or

· RF Ralston reasonably concludes that continuing production would create a material risk of unlawful infringement.

RF Ralston’s decision to suspend or decline an order does not constitute a legal determination concerning the rights of Customer, the trademark owner, or another party.

When RF Ralston suspends or cancels an order before completion because of an unresolved intellectual-property dispute, RF Ralston may deduct from any refund amounts attributable to work already performed, materials purchased or committed, customized goods already produced, and other nonrecoverable costs.

Nothing in these Terms requires RF Ralston to continue producing Products after receiving information that reasonably calls Customer’s authorization into question.

To the fullest extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless Radio Frequency Ralston LLC, RF Ralston, and their owners, officers, employees, representatives, contractors, agents, successors, and assigns (“Covered Parties”) from and against third-party claims, demands, actions, damages, judgments, liabilities, losses, costs, and reasonable attorneys’ fees arising out of or relating to:

· unauthorized or improper use of intellectual property supplied, requested, or authorized by Customer;

· trademark, copyright, trade dress, or similar infringement claims arising from Customer-supplied or Customer-authorized materials;

· Customer’s violation of applicable hotel-brand standards, franchise requirements, license restrictions, or procurement restrictions;

· Customer-supplied logos, artwork, photographs, names, trademarks, or other content;

· disputes concerning Customer’s ownership, licensing, authorization, or rights to submitted materials;

· inaccurate representations by Customer concerning its authority; or

· RF Ralston’s reproduction of Customer-supplied or Customer-authorized materials according to Customer’s instructions.

If RF Ralston is named in a third-party claim arising from Customer-supplied or Customer-authorized materials, Customer agrees, to the extent permitted by law, to cooperate in the defense and satisfy its applicable defense and indemnification obligations under these Terms.

These obligations survive completion, cancellation, or termination of an order.

Nothing in this section requires Customer to indemnify RF Ralston for RF Ralston’s independent unauthorized use of third-party intellectual property outside the scope of Customer’s instructions or authorization.

Customer is responsible for providing accurate information regarding the credential required by Customer’s lock or access-control system.

Relevant information may include:

· lock manufacturer;

· lock-system model;

· system generation;

· RFID technology;

· chip type;

· memory configuration;

· credential format;

· magnetic-stripe requirements;

· encoding requirements; and

· other technical specifications.

A hotel’s brand or franchise affiliation alone does not establish the credential technology used by a particular property.

Different properties operating under the same hotel brand may use different lock systems, credential technologies, system generations, chips, or configurations.

RF Ralston does not warrant compatibility based solely upon:

· hotel brand name;

· lock-manufacturer name;

· photograph of an existing card;

· appearance of an existing card;

· prior use by another property; or

· incomplete Customer information,

unless compatibility is expressly confirmed by RF Ralston in writing.

When compatibility is uncertain, Customer should request and test an appropriate sample before ordering production quantities.

Customer assumes responsibility for compatibility when Customer selects or approves Products based upon Customer-provided information or specifications.

RF Ralston is not responsible for incompatibility caused by inaccurate or incomplete Customer information, Customer system changes, encoding equipment, software, firmware, programming, lock-system configuration, or other circumstances outside RF Ralston’s reasonable control.

Most RF Ralston Products are manufactured, printed, configured, or otherwise prepared specifically for an individual Customer.

CUSTOMIZED PRODUCTS ARE NON-CANCELABLE, NON-RETURNABLE, AND NON-REFUNDABLE AFTER PRODUCTION HAS BEGUN, EXCEPT FOR VERIFIED MANUFACTURING DEFECTS OR MATERIAL DEVIATIONS FROM CUSTOMER-APPROVED OR CUSTOMER-AUTHORIZED SPECIFICATIONS.

Products manufactured according to Customer instructions, approved artwork, artwork on file, an approved proof, or Customer-approved specifications are not defective merely because Customer subsequently:

· changes artwork;

· changes branding;

· changes hotel ownership or management;

· changes lock systems;

· changes credential technology;

· changes intended use;

· loses or changes trademark authorization; or

· determines that it no longer needs the Products.

No return may be made without prior authorization from RF Ralston.

RF Ralston may voluntarily authorize an accommodation, return, credit, or reprint in circumstances where RF Ralston is not legally required to do so. Such accommodation does not create an obligation to provide similar treatment in the future.

Customer acknowledges that commercial printing and manufacturing processes may result in reasonable variations between electronic proofs, samples, production runs, and finished Products.

Reasonable variations may include differences in:

· printed color or shade;

· registration;

· positioning;

· dimensions;

· surface finish;

· coating;

· gloss;

· card appearance;

· packaging;

· chip appearance;

· antenna appearance; and

· other characteristics that do not materially impair the intended function of the Product.

Electronic displays and electronic proofs may not reproduce finished-product colors exactly.

Minor commercially reasonable variations customary to the applicable manufacturing or printing process do not constitute defects.

Prices are those stated in the applicable quotation, invoice, order confirmation, or other written communication from RF Ralston.

Unless otherwise stated, quotations may be changed or withdrawn before an order is accepted.

Prices may change because of changes in quantities, artwork, specifications, material costs, chip costs, freight, duties, supplier pricing, or other circumstances.

Unless otherwise expressly stated, prices do not include shipping, expedited delivery charges, applicable taxes, customs charges, duties, brokerage fees, or other governmental assessments.

Payment is due according to the terms stated on the applicable invoice or order.

RF Ralston may require payment before production, before shipment, or according to other agreed payment terms.

RF Ralston may suspend production or shipment while payment is outstanding.

Customer is responsible for applicable sales, use, excise, customs, and similar taxes and governmental charges associated with Customer’s purchase, except taxes imposed upon RF Ralston’s net income.

Customer agrees to contact RF Ralston and provide a reasonable opportunity to investigate and address a disputed transaction before initiating a payment-card chargeback, except where applicable law or applicable payment-card rules provide otherwise.

Production and delivery dates provided by RF Ralston are estimates unless RF Ralston expressly guarantees a specific date in writing.

Production times may begin only after RF Ralston has received all information, artwork, approval, payment, or other materials required to begin production.

RF Ralston is not responsible for reasonable delays arising from circumstances outside its control, including:

· carrier delays;

· transportation disruptions;

· customs delays;

· weather;

· natural disasters;

· labor disruptions;

· shortages of cards, chips, raw materials, or electronic components;

· supplier delays;

· manufacturing interruptions;

· power or telecommunications failures;

· governmental actions;

· war;

· terrorism;

· civil unrest;

· public emergencies; or

· other force-majeure circumstances.

Customer is responsible for providing an accurate shipping address.

Customer should promptly inspect shipments for transportation damage and retain the original shipping container and packaging when a carrier claim may be necessary.

RF Ralston may reasonably assist Customer with a carrier claim but does not control a carrier’s investigation or determination.

Customer should inspect Products promptly following delivery.

Claims involving:

· shortages;

· incorrect Products;

· printing errors;

· visible manufacturing defects;

· incorrect quantities; or

· other readily discoverable nonconformities

must be reported to RF Ralston within 15 business days after delivery.

Customer must provide information reasonably necessary for RF Ralston to evaluate a claim, which may include photographs, samples, lot information, packaging, order information, or other documentation.

Customer should retain allegedly defective Products until RF Ralston has had a reasonable opportunity to evaluate the claim.

Failure to provide timely notice of a readily discoverable problem may limit Customer’s remedies to the extent permitted by applicable law.

If RF Ralston determines that Products contain a manufacturing defect or materially deviate from Customer-approved or Customer-authorized specifications, RF Ralston’s obligation and Customer’s exclusive remedy, to the maximum extent permitted by applicable law, shall be, at RF Ralston’s option:

1. replacement of the affected Products;

2. reprinting or reproduction of the affected Products;

3. repair or correction where commercially practical; or

4. refund or credit of the amount paid for the affected Products.

RF Ralston is not responsible for defects, failures, or incompatibility caused by:

· misuse;

· improper storage;

· improper encoding;

· incompatible encoding equipment;

· incompatible lock systems;

· third-party hardware or software;

· firmware changes;

· programming;

· alteration;

· misuse after delivery;

· physical damage after delivery; or

· use inconsistent with the intended purpose of the Product.

EXCEPT FOR ANY EXPRESS WRITTEN WARRANTY PROVIDED BY RF RALSTON, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RF RALSTON DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

RF Ralston does not warrant that any Product will operate with a particular third-party lock system, encoder, access-control system, software platform, firmware version, programming configuration, or other equipment unless compatibility is expressly warranted by RF Ralston in writing.

Nothing in these Terms excludes or limits any warranty or right that applicable law does not permit the parties to exclude or limit.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RF RALSTON AND THE COVERED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOST RESERVATIONS, GUEST COMPENSATION, REPUTATIONAL LOSS, OR SIMILAR COMMERCIAL LOSSES ARISING OUT OF OR RELATING TO PRODUCTS, SERVICES, AN ORDER, OR USE OF THE RF RALSTON WEBSITE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RF RALSTON’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO RF RALSTON FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

These limitations apply regardless of whether a claim arises in contract, warranty, tort, negligence, strict liability, or another legal theory, to the extent permitted by applicable law.

Nothing in these Terms limits liability that applicable law does not permit RF Ralston to limit or exclude.

In addition to Customer’s intellectual-property indemnification obligations, Customer agrees, to the extent permitted by law, to defend, indemnify, and hold harmless the Covered Parties from third-party claims, damages, liabilities, losses, costs, and reasonable expenses arising out of or relating to:

· Customer’s material breach of these Terms;

· Customer’s unlawful use of Products or Services;

· inaccurate specifications or material information supplied by Customer;

· Customer’s unauthorized alteration, encoding, programming, resale, or use of Products;

· Customer’s misuse of Products; or

· Customer’s violation of applicable law or third-party rights.

The RF Ralston website and its original text, graphics, designs, photographs, software, databases, trade names, logos, and other RF Ralston-owned content are protected by applicable intellectual-property laws.

Use of the website does not transfer ownership of RF Ralston intellectual property to the user.

Users may not reproduce, distribute, modify, commercially exploit, or create derivative works from RF Ralston-owned website content without written permission except where applicable law permits such use.

Third-party names, trademarks, logos, lock-system names, hotel-brand names, and product references remain the property of their respective owners.

Reference to a third-party brand, manufacturer, lock system, credential, or product is for identification, compatibility, or informational purposes and does not by itself imply affiliation, sponsorship, authorization, certification, approval, or endorsement.

Users may not:

· interfere with operation or security of the website;

· attempt unauthorized access to systems or information;

· introduce malicious software or code;

· impersonate another person or entity;

· use the website for unlawful purposes;

· violate applicable intellectual-property rights; or

· use automated systems in a manner that materially interferes with website operation.

RF Ralston may restrict access to the website where reasonably necessary to protect RF Ralston, its customers, its systems, or third-party rights.

RF Ralston’s Privacy Policy describes how personal information collected through the website or the business relationship is handled.

By using the website or purchasing Products or Services, Customer acknowledges that information may be collected and processed as described in the applicable Privacy Policy.

RF Ralston shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including:

· natural disasters;

· severe weather;

· fire;

· flood;

· epidemic or pandemic conditions;

· governmental actions;

· war;

· terrorism;

· civil disturbance;

· labor disputes;

· transportation interruptions;

· carrier failures;

· supplier failures;

· manufacturing interruptions;

· shortages of cards, materials, chips, or electronic components;

· utility outages; or

· telecommunications disruptions.

RF Ralston’s affected obligations shall be suspended for the duration of the event to the extent reasonably necessary.

These Terms and all transactions between Customer and RF Ralston shall be governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

Subject to applicable law, any legal action arising out of or relating to these Terms, the website, Products, Services, or a transaction with RF Ralston shall be brought exclusively in the state or federal courts having jurisdiction in Wake County, North Carolina.

Each party consents to personal jurisdiction and venue in those courts.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

RF Ralston’s failure to enforce any provision of these Terms on one occasion does not waive RF Ralston’s right to enforce that provision or any other provision on a later occasion.

Customer may not assign its rights or obligations under an accepted order or these Terms without RF Ralston’s prior written consent.

RF Ralston may assign its rights and obligations in connection with a merger, acquisition, sale of assets, corporate reorganization, or transfer of all or a substantial portion of the business.

These Terms, together with the applicable quotation, invoice, order confirmation, approved proof when applicable, Customer-authorized artwork or specifications, and other written terms expressly accepted by RF Ralston, constitute the agreement governing the applicable transaction.

If transaction-specific written terms expressly accepted by RF Ralston directly conflict with these Terms, the expressly accepted transaction-specific terms shall control with respect to that transaction.

Terms contained in a Customer purchase order, procurement form, vendor portal, or other Customer document that materially alter or add to these Terms do not bind RF Ralston unless expressly accepted by RF Ralston in writing.

Acceptance of a purchase order or payment does not by itself constitute acceptance of additional or conflicting Customer terms.

RF Ralston may revise these Terms from time to time.

Revised Terms will be posted on the website with an updated effective date.

Unless required by law or expressly agreed otherwise, revised Terms apply prospectively and do not retroactively change the terms governing an order previously accepted by RF Ralston.

Placement of subsequent orders after revised Terms become effective constitutes acceptance of the revised Terms.

Questions concerning these Terms, an order, or RF Ralston Products may be directed to:

Radio Frequency Ralston LLC
d/b/a RF Ralston
Raleigh, North Carolina
United States

Telephone: 919-307-7374

© 2026 Radio Frequency Ralston LLC. All rights reserved.