Terms and Conditions

Sales under these Terms and Conditions (these “Terms”) are by either IT US Acquisition Company, LLC, a Missouri USA limited liability company that does business as SureCam or SureCam (Europe) Limited, a UK private limited company registered with company number 10833422 (in either case, “SureCam”) to the entity named as the customer (“Customer”) in the Sales Order and are conditional upon Customer’s agreement with these Terms only. If these Terms are given to Customer before the Customer provides a purchase order or similar payment method document to SureCam, these Terms shall prevail over any terms submitted by Customer and SureCam rejects any terms of Customer, whether confirmatory or otherwise. If SureCam gives these Terms to the Customer after the Customer has provided other terms to SureCam, whether as part of a purchase order or otherwise, then SureCam’s acceptance of any offer by Customer is expressly conditional upon the Customer’s acceptance of these Terms. Customer’s performance, or acceptance of, or payment for, any products or services from SureCam will constitute Customer’s acceptance of these Terms. These Terms, together with the associated Sales Order constitute a “Supply Agreement”. Customer represents and warrants that any products that it purchases from SureCam are for business or commercial use only and not for domestic, personal, family, or household use.

DEFINITIONS. In addition to terms defined at other places in these Terms, the following terms will have the following meanings for the purposes of these Terms, Sales Orders and the Schedules and any attachments to these documents.
1. “Account” has the meaning given to it in Section 3.4.
2. “Affiliate” means with respect to a person, corporation or entity, any other person, corporation or entity that now or in the future directly or indirectly Owns or Controls, is Owned or Controlled by, or is under common Ownership or Control with such entity.
3. “Business Day” means for Customers located in North America a day other than a Saturday, Sunday or public holiday in the United States when banks are open for business; and for Customers located in Europe and Asia a day other than a Saturday, Sunday or public holiday in London when banks are open for business.
4. “Data” means information gathered by the Equipment through the Software Services and processed or stored by SureCam in connection with the Services.
5. “Data Processing Agreement” means the data processing agreement between SureCam and the Customer in accordance with which SureCam will process any personal data of the Customer, contained in Schedule 4.
6. “Delivery” means either the Installation of the Equipment in cases where Installations are purchased by the Customer as a Professional Service, or the date that the Equipment is delivered by SureCam’s chosen shipping partner to the Customer in cases where Installation is Customer scope.
7. “Demarcation Point” means the outermost point on SureCam’s or its hosting provider’s firewall with the public internet.
8. “Documentation” means the user manuals and operating manuals for the Services and Equipment supplied by SureCam, as SureCam updates the same from time to time.
9. “End User” means a natural person who is a Customer’s or Customer Affiliate’s employee or contractor and who is designated by Customer or the Customer Affiliate to use the Services and access the Data.
10. “Equipment” means the cameras or other equipment (including their components and any firmware embedded therein) provided by SureCam to the Customer, as detailed in a Sales Order.
11. “Equipment Maintenance and Support Services” means the standard SureCam maintenance support services supplied in respect of the Equipment, as described in Schedule 2.
12. “Fair Use Policy” means SureCam’s fair use policy presented below the Terms or published at www.surecam.com/fair-use-policy, as updated from time to time, and is incorporated into and forms part of SureCam's Terms and Conditions.
13. “Fees” means the charges payable for the Services and/or the Equipment as detailed in a Sales Order. Where a Customer leases the Equipment from SureCam the Customer shall pay a monthly fee to SureCam to cover lease of the Equipment, use of the Software Services and provision of the Equipment Maintenance and Support Services. Where a Customer purchases the Equipment from SureCam, the fees cover purchase of the Equipment and will include a separate monthly fee, payable by the Customer, to cover provision of the Software Services. The fees payable for any Professional Services shall be as specified, and payable as detailed, in the Sales Order. To avoid doubt, the fees for the Professional Services shall not form part of any monthly payments made by the Customer to SureCam.
14. “Initial Term” means the initial term of the Supply Agreement being the term stated in the first Sales Order entered into between the Customer and SureCam or, if no such initial term is stated, one year beginning on the Start Date and ending on the first anniversary of the date of such Sales Order unless terminated earlier as provided for in the Supply Agreement. The Initial Term may be extended on agreement in writing by the parties in subsequent Sales Orders.
15. “Intellectual Property Rights” means copyrights, patents, rights in trademarks and trade dress, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how) and all other intellectual property rights, registered or unregistered which subsist or will subsist now or in the future in any part of the world.
16. “Malicious Code” means computer software, code, or other instructions intended to gain or facilitate unauthorized access to, prevent authorized access to, damage, disable, or degrade the performance of, computer systems or data. The term includes, but is not limited to, such software, code, or instructions commonly referred to as “viruses,” “worms,” “Trojan horses,” and “spyware.”
17. “Own or Control" means the possession, ownership, or control, directly or indirectly, of fifty percent (50%) or more of the voting power or the power to direct or cause the direction of management or policies of a person, corporation or other entity whether through the ownership of voting securities, by contract or otherwise.
18. “Professional Services” means the services supplied by SureCam to the Customer to facilitate use of the Equipment by the Customer, which may include (where the Customer is installing the Equipment) assisting the Customer to install the Equipment by providing training and support to the Customer’s designated personnel, or (where SureCam is installing the Equipment) installation of the Equipment for the Customer, and such other ‘on-boarding’ services as are necessary to enable use of the Equipment by the Customer, as more fully described in a Sales Order.
19. “Renewal Term” means one year (or one calendar month for monthly subscriptions) commencing on expiry of the Initial Term or the preceding Renewal Term.
20. “Sales Order” means the order signed by the Parties describing the Services and Equipment to be provided by SureCam.
21. “Services” means the Professional Services, Software Services and/or Equipment Maintenance and Support Services (as detailed in each applicable Sales Order) that SureCam provides to Customer pursuant to the Supply Agreement.
22. “SLA” means SureCam’s service level agreement presented below the Terms or published at www.surecam.com/service-level-agreement, as updated from time to time, and is incorporated into and forms part of SureCam's Terms and Conditions.
23. “Software Services” means SureCam’s network-connected vehicle camera proprietary tracking system service which collects Data, which is licensed to the Customer on a subscription basis subject to the Customer paying the applicable monthly Fees, as detailed in the relevant Sales Order.
24. “Start Date” has the meaning given to it in Section 2.1.
25. “Supply Agreement” means these Terms (including the Schedules), together with any associated Sales Order.
26. “Term” means the Initial Term and any Renewal Term.
SCOPE OF AGREEMENT.
1. Formation and Duration of Supply Agreement. By confirming it wishes to proceed with the Sales Order (either in writing, or by issuing a purchase order number to SureCam or by signing the Sales Order) the Customer confirms it wishes to purchase or lease the Equipment and/or Services from SureCam subject to the terms of the Supply Agreement. The Supply Agreement shall come into effect on the date specified in the first Sales Order (the “Start Date”). The Supply Agreement shall continue for the Initial Term unless and until terminated or cancelled in accordance with Section 15. Every Sales Order entered into between the Customer and SureCam subsequent to the first Sales Order shall be governed by and be subject to the terms of the Supply Agreement.
2. Order of Precedence. In the event of a conflict between or among these Terms, one or more Schedules, and a Sales Order, the respective documents will apply in the following descending order of precedence. The Sales Order, then these Terms, then the Schedules.
3. Customer Documents. SureCam may accept and process customer purchase orders or similar documents. Any such acceptance will be solely for administrative convenience and no provision of any such Customer document shall form part of the Supply Agreement.
4. Non-Exclusive Agreement; Independent Contractors. The arrangement set forth in each Supply Agreement is non-exclusive and no Supply Agreement will prevent or prohibit either party from entering into similar agreements with other providers, purchasers, licensors, or licensees, as the case may be, of products or services similar to those under the Supply Agreement. The parties are independent contractors. Nothing in the Supply Agreement or in the activities contemplated by the parties under the Supply Agreement will be deemed to create an agency, partnership, employment or joint venture relationship between the parties. Each party will be deemed to be acting solely on its own behalf and has no authority to bind the other to any third party. SureCam will use its sole discretion to determine the manner or method for completing the Services.
SUPPLY OF THE SERVICES.
1. General. SureCam will provide the Services in a professional manner using reasonable skill and care in accordance with good industry practice. The Services supplied to the Customer shall vary depending on whether the Customer takes a lease of the Equipment or purchases the Equipment from SureCam:
  1. Where the Customer leases the Equipment from SureCam, the Customer shall make monthly payments to SureCam, in accordance with Section 9 below, which shall cover provision of the Software Services and Equipment Maintenance and Support Services to the Customer;
  2. Where the Customer purchases the Equipment from SureCam, in order to get the full benefit of the Equipment and receive the Data, the Customer must have an active license in place to use the Software Services. The fees for such license shall be payable monthly, as specified in a Sales Order. The Customer’s right to use the Software Services shall cease when the Supply Agreement expires or terminates. The Customer may be provided with Equipment Maintenance and Support Services if this is expressly agreed in writing with SureCam in a Sales Order and subject always to the Customer paying the applicable fees in respect of such Equipment Maintenance and Support Services.
  3. Where the Customer requests that SureCam supply Professional Services to it as part of the Supply Agreement, the scope of such Professional Services shall be as detailed in the Sales Order. The Professional Services shall be supplied using reasonable skill and care in accordance with good industry practice.
2. Times. SureCam will use commercially reasonable efforts to meet any delivery dates set forth in a Sales Order, but these dates are estimates only.
3. Affiliates and End Users. Customer may permit its Affiliates and End Users to use the Services and Equipment, provided that Customer shall be and will remain liable for any act or omission of such Affiliates and/or End Users that, if committed or omitted by Customer, would be a breach of the Supply Agreement.
4. Account(s). Customer will be solely responsible for all use (whether or not authorized) of the Services, Documentation, and Data under the Supply Agreement. SureCam will set up and make available to Customer user accounts for End Users (each such account an “Account”). Each Account is personal in nature and may be used only by Customer or its designated End Users. Customer is solely responsible for all use of the relevant Services and Equipment by each End User and for compliance by each End User with the applicable terms of each Supply Agreement. Customer will be solely responsible for all acts and omissions of its End Users. Customer will ensure the security and confidentiality of each Account ID and will notify SureCam immediately if any credentials for any Account are lost, stolen or otherwise compromised. Customer will be solely responsible, at Customer’s own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for Customer and each End User to connect to, access, and use the Services.
SUPPLY OF THE EQUIPMENT.
1. Purchase and/or Lease of Equipment. Customer may purchase and/or lease Equipment from SureCam under the Supply Agreement. Where the Customer leases Equipment from SureCam, the provisions of Schedule 2 shall apply. Where the Customer purchases Equipment from SureCam, the provisions of Schedule 3 shall apply.
2. Delivery/Installation of Equipment. SureCam will deliver the Equipment in accordance with the terms of the applicable Sales Order. SureCam will use commercially reasonable endeavors to deliver Equipment on the date specified in a Sales Order, but does not guarantee that it shall be able to do so. If no delivery terms are stated in a Sales Order, the delivery terms in the United States are FOB (UCC 2-319) SureCam’s or its supplier’s facilities and delivery terms outside the United States are EXW (Incoterms 2020) SureCam’s or its supplier’s facilities. The Customer shall be deemed to have accepted the Equipment on the delivery date (although this shall not prevent the Customer from exercising its rights under the Equipment warranties contained in Schedule 2 and 3). After delivery of the Equipment, Customer will install the Equipment in its vehicles in accordance with SureCam’s instructions, unless the Sales Order provides for installation by SureCam or a third-party installer.
USE; LIMITATIONS; PROHIBITIONS.
1. License Grant. Subject to the Customer paying the relevant monthly Fees, SureCam grants to the Customer a non-exclusive, non-transferable right to use and permit Affiliates and End Users to use the Software Services for the Term.
2. Prohibited Uses. The Customer will not, and Customer will not permit any of its Affiliates, End Users or other third parties to:
  1. Copy, modify, or create derivative works or improvements of the Equipment, including the firmware embedded therein and/or the Software Services;
  2. Except where Customer makes the Software Services and/or Equipment available to its Affiliates and/or its or their End Users as contemplated by Section 3.3 and 3.4, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software Services or Equipment to any third party, including, but not limited to, by or through any time-sharing, service bureau, software-as-a-service, cloud, or other technology or service;
  3. Reverse engineer, disassemble, decompile, decode, adapt the Equipment and/or the Software Services, or otherwise derive or gain access to the source code of the firmware embedded in the Equipment and/or the Software Services, in whole or in part, or attempt to do the same;
  4. Remove or alter any copyright, trademark, or other proprietary right notice with respect to the Software Services or Equipment;
  5. Bypass, circumvent, or breach any security device, license key, or protection used by SureCam or contained in the Equipment, or access or use the Software Services or Equipment other than through the use of a then-valid Account;
  6. Input, upload, transmit, or otherwise provide to or through the Software Services or Equipment, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Malicious Code;
  7. Access or use the Services or Equipment in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights, contract, or other rights of a third party (including, but not limited to, by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other SureCam customer, or the unauthorized or unlawful use or disclosure of any personal information, or that violates any applicable law);
  8. Access or use the Services or Equipment: (i) for purposes of analysis, comparison, or benchmarking of the Services or Equipment against third-party goods, services, or software where such analysis, comparison, or benchmarking is made available to one or more third parties; or (ii) the development, provision, or use of any good, service, or software that competes with the Services or Equipment;
  9. Use any SIM card or communications capability for, or as, a satellite modem, WAP, voice communication, SMS, USSD, SIM-boxing, SIM-banking, or APN other than the predetermined APN assigned in the Equipment at installation; and
  10. Provide, or make available, any Account credentials to any person or entity other than an End User.
3. Affirmative Use Obligations. The Customer will, and will procure that its Affiliates and End Users:
  1. use the Equipment solely in connection with the Software Services;
  2. do not use, maintain, or store any Equipment improperly, carelessly, or in violation of the Supply Agreement or any law applicable to the use of such Equipment; and
  3. operate the Equipment using competent and qualified personnel in the manner, and for the use, contemplated by its manufacturer and by the Supply Agreement.
4. Customer Installation. Where the applicable Sales Order does not provide for installation by SureCam (directly or through a third-party) the Customer will be responsible for installation of the Equipment in accordance with instructions provided by SureCam. Where installation is performed by the Customer or carried out by a third party engaged by Customer, Customer must use SureCam's install verification tool to successfully register each applicable unit of Equipment. Failure to successfully register equipment using the tool constitutes non-compliance with SureCam's installation instructions for the purposes of this Supply Agreement. Customer may elect to engage a third party to complete installation but does so at its own risk. Customer remains responsible for such third party’s actions.
5. Fair Use Policy. SureCam operates a Fair Use Policy which governs the monthly data usage allowances applicable to each device type under the Software Services, the Company’s applicable rights to charge overage fees, unauthorized use fees, and its enforcement rights, among other matters. The Fair Use Policy is incorporated into and forms part of SureCam's Terms and Conditions.
INTELLECTUAL PROPERTY.
1. Ownership. All Intellectual Property Rights in and to the Software Services, Equipment firmware, Documentation, data products derived from Anonymized Data, and any other technology or materials developed or provided by SureCam in connection with the Supply Agreement are and shall remain the exclusive property of SureCam or its licensors. Customer acquires no ownership interest in any of the foregoing. All rights not expressly granted to Customer under the Supply Agreement are reserved by SureCam.
2. License Grant. Subject to Customer's compliance with the Supply Agreement and payment of all applicable Fees, SureCam grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Software Services and Documentation solely for Customer's own internal fleet management purposes. This license terminates immediately upon expiry or termination of the Supply Agreement for any reason.
3. Customer Data. As between the parties, Customer retains ownership of its own fleet and operational data uploaded to or generated by Customer's use of the Software Services to the extent such data does not constitute Anonymized Data. SureCam's rights to use Customer data are set out in Section 7 (Use of Data).
USE OF DATA.
1. Data Generally. SureCam may use the Data in order to provide the Services and Equipment under all Supply Agreements. In addition, SureCam may use the Data, including data derived from camera footage, telematics, vehicle location, and related information captured through the Equipment and Software Services, for its own independent purposes as a data controller, including without limitation for internal research, product development, and the creation and commercialization of data products. Customer acknowledges that SureCam acts as an independent data controller in respect of its own use and commercialization of the Data as described in this Section 7.
2. Anonymization. Data that has been anonymized, pseudonymized, or depersonalized such that it does not identify, and cannot reasonably be used to identify, any individual person (including without limitation Customer, Customer’s personnel, Customer’s confidential information, or any third party whose data may have been captured in connection with the Services) (“Anonymized Data”) may be used by SureCam for any purpose without restriction, for the purposes of developing, improving, and providing SureCam’s products and services, internal analytics and research, and the commercialization of such data by SureCam, including by licensing, selling, or otherwise making available Anonymized Data or products and services derived from Anonymized Data to third parties. SureCam shall have no obligation to account to Customer for any revenue generated from such commercialization. For the avoidance of doubt, the right to use Anonymized Data granted in this Section 7.2 includes data derived from camera footage, telematics, and related information collected through the Equipment and Software Services, provided such data meets the anonymization standard set out in this Section. Without limiting the foregoing, SureCam’s commercialization rights in respect of Anonymized Data expressly include the right to: (i) create and commercialize industry benchmarking data, fleet performance indices, road condition and infrastructure analysis, traffic and weather intelligence, and other insights products derived from Anonymized Data; (ii) license, publish, or sell such benchmarking and insights products to third parties, including competitors of Customer; and (iii) use Anonymized Data to train, develop, and improve machine learning models and artificial intelligence systems used in SureCam’s or its licensees’ products and services.
3. Diagnostic Information. SureCam may collect, use, store, process, and analyze diagnostic, technical information and use it for purposes of performing the Services, including, but not limited to, providing the Software Services, Equipment Maintenance and Support Services, improving its equipment, products, services and/or software, developing new equipment, products, services, and/or software, or any other purpose as determined by SureCam.
4. Feedback. Customer may submit enhancement requests, usability suggestions, new features or functions, questions and/or bug reports (“Feedback”). SureCam may use Feedback for any purpose, free of any royalties or fees to Customer.
5. Retention of Data. Customer may make copies of the Data collected by SureCam as part of the Software Services for Customer’s own internal use. SureCam will make available to Customer the Data associated with Customer’s use of the Software Services for a period of sixty (60) days, after which time SureCam may delete the Data. Following expiration or termination of the Supply Agreement, SureCam will make Customer’s Data available for export for a period of thirty (30) days (the “Export Window”), during which time Customer may download and retain copies of its Data. After expiry of the Export Window, SureCam may permanently delete all Customer Data in its possession without further notice to Customer and shall have no liability for such deletion. Notwithstanding the foregoing, SureCam shall be entitled to retain, use, and commercialize any Anonymized Data derived from Customer’s Data in accordance with Section 7.2 indefinitely following termination or expiry of the Supply Agreement, and such retention shall not constitute a breach of any obligation to delete Customer Data.
6. Personal Data. The parties acknowledge that in order to provide the Equipment and Services to the Customer, it should not be necessary for SureCam to collect and process personal data on behalf of the Customer. However, to the extent that the processing of personal data is incidental to the provision of Services and Equipment under this Supply Agreement, the parties agree to comply with the terms of the Data Processing Agreement. In addition, Customer acknowledges and agrees that: (a) the Equipment and Software Services may capture data relating to third-party individuals (including without limitation other road users, pedestrians, and individuals in the vicinity of fleet vehicles) that is incidentally collected in the course of the Services; (b) SureCam intends to anonymize such data prior to any commercial use or onward transfer, and SureCam’s right to use and commercialize Anonymized Data under Section 7.2 applies to such data; and (c) Customer shall ensure that its privacy notices, driver notices, and other communications to its employees, contractors, and any relevant third parties adequately disclose: (i) that camera and telematics data is collected through the Equipment; and (ii) that such data, once anonymized, may be used and commercially exploited by SureCam in accordance with these Terms, including by licensing or selling such data to third parties. Customer shall be solely responsible for ensuring the adequacy of such disclosures under all applicable laws and regulations, including any applicable data protection laws, and shall indemnify SureCam against any claims, losses, or regulatory actions arising from Customer’s failure to make such disclosures, except to the extent that such claims, losses, or regulatory actions arise directly from SureCam’s own failure to anonymize data in accordance with the standard set out in Section 7.2.
CUSTOMER RESPONSIBILITIES AND DATA OBLIGATIONS. The following obligations of Customer are in addition to all other obligations in the Supply Agreement.
1. Related Costs. Except as specifically set forth in a Sales Order, Customer will have sole responsibility for the costs, expenses, and deployment of any interconnection, installation and testing required in order for the Customer to receive the benefit of the Services.
2. Network Connections. Customer must connect via a network to SureCam’s systems (“Network Connection”) to use the Software Services and Equipment Maintenance and Support Services and may not use the Network Connection or its equipment or systems in a way that interferes in any way with or adversely affects SureCam’s systems.
3. Cooperation, Designation of Responsible Contacts and Access to Vehicles. Customer will:
  1. Cooperate with SureCam, and provide reasonable assistance to SureCam in all matters relating to the supply of the Services and/or the Equipment;
  2. Provide to SureCam current appropriate contact information such that SureCam may communicate to Customer maintenance notifications, outages, support items, and other communications on an ongoing basis, where applicable;
  3. Provide to SureCam such information and materials as are reasonably necessary to perform the Services and supply the Equipment; and
  4. Obtain and maintain any licenses and/or permits necessary for Customer to use the Equipment and Services.
4. Workforce and Privacy Compliance. Customer warrants that its deployment and use of the Equipment and Software Services complies with all applicable laws governing employee monitoring, vehicle surveillance, and data collection in every jurisdiction in which the Equipment is operated, including without limitation any obligation to notify, consult with, or obtain consent from drivers, employees, works councils, or trade unions prior to installation. Customer shall maintain adequate privacy and monitoring notices and, where required by law, obtain individual consent before activating any Equipment in a vehicle. Customer shall indemnify SureCam against any claims, fines, or regulatory action arising from Customer's failure to comply with this obligation.
5. Network Security / Data Privacy.
  1. Data Network Management. Each party will adhere to generally accepted industry practices relating to data management, network security, and data privacy as they relate to the Network Connection and will be solely responsible for the selection, implementation and maintenance of security procedures and policies that are sufficient to ensure that:
    1. such party’s use of the Network Connection is secure, including protecting from viruses and Malicious Code or attacks, and is used only for authorized purposes; and
    2. such party’s business records and data are protected against improper access, use, loss, alteration or destruction.
  2. Subprocessors and Third-Party Service Providers. In order to deliver the Services, SureCam may engage third-party subcontractors, technology providers, and other service providers (“Subprocessors”) to assist with the provision and operation of the Software Services, Equipment connectivity, data storage, and related functions. Customer Data may be processed by such Subprocessors in the course of SureCam providing the Services. SureCam shall ensure that any Subprocessor engaged to process Customer Data is bound by confidentiality and data protection obligations no less protective than those set out in these Terms and the applicable Data Processing Agreement. A current list of Subprocessors may be requested by Customer in writing and SureCam shall provide reasonable details of any material Subprocessors upon request. SureCam shall remain responsible for the acts and omissions of its Subprocessors to the same extent as if SureCam had performed those acts or omissions directly.
  3. International Data Transfers. In providing the Services, SureCam may process and transfer Data, including Customer Data, in jurisdictions outside the United Kingdom and the European Economic Area. To the extent that any such transfer involves the processing of personal data on behalf of Customer, it shall be subject to appropriate safeguards in accordance with applicable Data Protection Law, as further described in the Data Processing Agreement. For the avoidance of doubt, SureCam's transfer and commercialization of Anonymized Data is not subject to this clause, as Anonymized Data does not constitute personal data.
FEES AND TAXES.
1. Fees. (a) Customer will pay the Fees for the Services and Equipment as described in the applicable Sales Order. Except as specified otherwise in the Supply Agreement, all Fees due under the Supply Agreement are non-cancellable and the sums paid nonrefundable. (b) Where a Sales Order calls for periodic payments at stated intervals, Customer will pay such amounts according to the payment schedule and payment terms specified in the Sales Order. (c) With respect to monthly invoiced amounts, the Customer shall ensure payment is made via direct debit or by Stripe unless expressly agreed otherwise in writing in a Sales Order. (d) Any past-due Fees will bear interest until paid in full at the greater of 2.5% per month or the highest rate permitted by law. (e) SureCam may increase its Fees at the start of any Renewal Term by providing Customer with at least thirty (30) days' prior written notice before the commencement of that Renewal Term. Fees shall remain fixed for the Initial Term. If SureCam does not provide such notice before a Renewal Term commences, the Fees for that Renewal Term shall remain at the rate applicable in the immediately preceding period. Where a Customer enters into a new Sales Order following expiry of a prior term without an agreed rate, Fees shall be at SureCam's then-current MSRP. (f) If SureCam refers any amount for collection or commences legal proceedings to collect any payment due to it under the Supply Agreement and Customer is found to be required to make such payments, Customer will be responsible for and pay all reasonable attorneys’ fees, court costs and other reasonable collection expenses incurred by SureCam. (g) Where SureCam exercises its right under Section 15.2 to treat a monthly subscription as continuous following a purported cancellation and reactivation in breach of the Subscription Cycle Restriction, all monthly Fees that would have accrued during the purported cancellation period shall become immediately due and payable on SureCam’s invoice therefor.
2. Activation; Beginning of Monthly Fees. Unless otherwise expressly stated in a Sales Order SureCam shall invoice the Customer as follows:
  1. Fees for Software Services and Equipment Maintenance and Support Services will commence either (i) from the date of installation, where SureCam is installing the Equipment as part of the Professional Services; or (ii) 14 days after delivery of the Equipment to the Customer where the installation of the equipment is Customer scope for the first Sales Order placed by the Customer, and 7 days after delivery of the Equipment to the Customer for Sales Orders placed thereafter. The first month’s invoice shall be prorated accordingly.
  2. Payment of the Professional Service fees shall be as specified in the Sales Order.
3. Taxes. Customer is exclusively responsible for the payment of all sales and use, value added, duties, tariffs or other similar charges or taxes on the Services and Equipment, other than taxes based upon SureCam’s income. All amounts set forth in an applicable Sales Order are exclusive of taxes and taxes are not included in the Fees. Applicable taxes payable by Customer will be separately itemized on invoices sent to Customer.
4. Expenses. If a Sales Order permits reimbursement of expenses by Customer, Customer will reimburse such expenses.
SERVICES WARRANTY AND DISCLAIMERS.
1. SureCam warrants that the applicable Services will be performed in all material respects in accordance with the Documentation.
2. The warranty in Section 10.1 will not apply to the extent that:
  1. the Services are not used in accordance with the applicable Supply Agreement or the Documentation;
  2. the Equipment to which the Services relate has been modified unless such modification was carried out by SureCam or with SureCam’s prior written approval; or
  3. SureCam’s performance is prevented by Force Majeure.
3. To claim the benefit of the warranty in Section 10.1, Customer must:
  1. give notice to SureCam; and
  2. provide to SureCam sufficient detail to allow SureCam to reproduce the nonconformity.
4. SURECAM’S SOLE AND EXCLUSIVE LIABILITY FOR ANY BREACH OF THE WARRANTY IN SECTION 10.1 SHALL BE LIMITED TO REPERFORMANCE OF THE RELEVANT SERVICES, UNLESS, IN SURECAM’S REASONABLE OPINION, SUCH REPERFORMANCE WOULD BE INADEQUATE OR IMPRACTICAL, IN WHICH CASE SURECAM MAY TERMINATE THE APPLICABLE SUPPLY AGREEMENT AND REFUND ANY UNUSED PREPAID FEES. THEREAFTER THE CUSTOMER WILL CEASE ALL USE OF THE SERVICES AND THE SUPPLY AGREEMENT WILL TERMINATE.
5. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT: (A) SURECAM DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES OR EQUIPMENT WILL BE UNINTERRUPTED OR ERROR-FREE; (B) SURECAM DISCLAIMS ANY AND ALL IMPLIED WARRANTIES; (C) SURECAM PROVIDES ALL GOODS, SERVICES, AND SOFTWARE ON AN “AS IS” BASIS AND THE CUSTOMER SHALL MAKE ITS OWN ENQUIRIES AS TO THE APPROPRIATENESS AND FITNESS FOR PURPOSES OF THE EQUIPMENT AND SERVICES.
6. The Services operate utilizing public networks, including the internet, which is not under the control of SureCam. SureCam makes no representations, warranties, or guarantees of any kind, express, implied, statutory, or otherwise, oral or written, with respect to the performance or security of any public network.
7. Warranties with respect to the Equipment are set forth on Schedules 2 and 3.
INDEMNIFICATION.
1. By SureCam. SureCam will indemnify, defend, and hold harmless Customer from and against any and all third-party damages, fines, penalties, awards, or liability (“Losses”) incurred by Customer resulting from any claim by a third party (other than an Affiliate of Customer) that the Customer’s or any End User’s use of the Services and/or Equipment in accordance with the Supply Agreement infringes a third party’s Intellectual Property Rights, provided that SureCam shall not be liable under this indemnity if such action or Losses arise out of, or result from:
  1. any changes, alterations or modifications of the Services and/or Equipment by or on behalf of Customer or any End User without SureCam’s express prior written authorization;
  2. use of the Services, and/or Equipment in combination with any goods, services, or software not provided, authorized, or approved in writing by SureCam;
  3. access to, or use of, the Services and/or Equipment other than as permitted by the Supply Agreement;
  4. breach by Customer and/or its Affiliates of the Supply Agreement; and/or
  5. violation of any applicable law by Customer, any Customer Affiliate, or any of its End Users.
2. Indemnification Options. Where possible, SureCam may, at its option:
  1. procure for Customer the right to continue use of the Services and/or Equipment, as applicable;
  2. provide a modification to the Services and/or Equipment so that its use becomes non-infringing;
  3. replace the infringing Services and/or Equipment with a system or services that are substantially similar in functionality and performance; or
  4. refund to Customer any Fees paid in advance by the Customer for Services not yet used, whereupon Customer will cease using the Services and (where the Customer is leasing the Equipment) return the Equipment to SureCam pursuant to Section 15.
3. Remedies. Sections 11.1 and 11.2 state SureCam’s sole liability and Customer’s exclusive remedy for claims of infringement, violation, or misappropriation of a third party’s Intellectual Property Rights.
4. By Customer. Customer will indemnify, defend, and hold harmless SureCam and its Affiliates from and against any and all Losses incurred by SureCam to the extent that such Losses arise out of or result from:
  1. any violation by Customer, a Customer Affiliate, or an End User of any applicable law;
  2. any use of the Services and/or Equipment by Customer, any Customer Affiliate, or any End User that is beyond the scope of or otherwise fails to conform to the express requirements or restrictions of the Supply Agreement;
  3. any claim by a third party in connection with an actual or alleged tort committed or omitted by Customer, any Customer Affiliate, or any End User;
  4. any failure by Customer, a Customer Affiliate, or an End User to comply with applicable data protection, privacy, or employee monitoring laws in connection with the deployment or use of the Equipment or Software Services, including any failure to provide required notices, obtain required consents, or comply with the obligations set out in Section 8.4; and/or
  5. any data breach, unauthorized disclosure, or loss of Customer Data or third-party personal data arising from Customer's own systems, networks, or acts or omissions, including any failure to maintain adequate security practices as required under Section 8.5(a).
5. Procedure. If a party, as “indemnitee”, becomes subject to a claim as to which the other party, as “indemnitor”, is required by this Section 11 to indemnify the indemnitee, the indemnitee will promptly give notice to the indemnitor of the claim (it being understood that any delay in giving notice will reduce the indemnitor’s obligation only to the extent of prejudice caused by the delay). The indemnitee will cooperate with the indemnitor at the indemnitor’s expense for out-of-pocket costs. The indemnitor will promptly assume, and the indemnitee will grant to the indemnitor, control of the defense and settlement of the claim with counsel of the indemnitor’s choice, provided only that the indemnitor may not, without the indemnitee’s consent (such consent not to be unreasonably withheld delayed, or conditioned) enter into any settlement that binds the indemnitee that imposes any substantive term other than the payment by the indemnitor of money and the release of the indemnitee’s liability. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
LIMITATION OF LIABILITY.
1. Nothing in the Supply Agreement shall limit or exclude either party’s liability for:
  1. death or personal injury caused by its negligence or the negligent acts or omissions of its employees, agents or subcontractors;
  2. fraud or fraudulent misrepresentation; or
  3. any matter in respect of which it would be unlawful for either party to exclude or attempt to exclude its liability.
2. Subject to Section 12.1 above:
  1. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER THE SUPPLY AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, STATUTORY, PUNITIVE, OR INDIRECT DAMAGES; and
  2. EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIM UNDER THE SUPPLY AGREEMENT SHALL BE LIMITED AS FOLLOWS:
    1. IN RESPECT OF ANY CLAIM UNDER SECTIONS 11 (INDEMNIFICATION), 13 (CONFIDENTIALITY) AND ANY CLAIM UNDER THE DATA PROCESSING AGREEMENT (SCHEDULE 5), A PARTY’S LIABILITY TO THE OTHER SHALL BE CAPPED AT £500,000 (for SureCam Europe Limited customers) and USD$500,000 (for U.S. contracted customers) ; AND
    2. FOR ALL OTHER CLAIMS A PARTY’S LIABILITY TO THE OTHER SHALL BE CAPPED AT AN AMOUNT EQUAL TO THE SUMS PAID OR PAYABLE DURING THE 12 MONTHS PRECEDING THE DATE UPON WHICH THE ACTION GIVING RISE TO THE CLAIM AROSE (OR, IF 12 MONTHS HAS NOT BY THEN ELAPSED, THE AMOUNT THAT WOULD HAVE BECOME PAYABLE HAD BOTH PARTIES FULLY PERFORMED THE SUPPLY AGREEMENT FOR 12 MONTHS).
CONFIDENTIALITY.
1. “Confidential Information” of a party means any information belonging to, or held by, the party, whether fixed in a tangible medium or otherwise, that is: (a) Not readily ascertainable by proper means by the public; and (b) The subject of commercially reasonable efforts by the party under the circumstances to keep it from becoming readily ascertainable by proper means by the public.
2. Each party, as a receiving party, will do the following things with regard to the Confidential Information of the other party: (a) Prevent the disclosure of the Confidential Information by the receiving party and each of the receiving party’s employees, agents, and/or professionals to any third party other than as permitted under these Terms; (b) Use, and permit the use of, the Confidential Information only for the purpose of performing its obligations, or enjoying its rights, under the Supply Agreement (the “Purpose”); (c) Disclose the Confidential Information only to such of the receiving party’s employees, agents, and professionals as have a bona fide need to possess or know the Confidential Information in the course of accomplishing, or advising the disclosing party with regard to, the Purpose; (d) Cause each employee, agent, or professional to whom the receiving party discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the obligations contained in the Supply Agreement. Each professional, such as a lawyer or an accountant, actually retained by the receiving party in a professional-client relationship will be deemed under an adequate obligation of confidentiality for the purposes of these Terms so long as the law recognizes an obligation of confidence actionable by the receiving party under law without a separate contractual obligation; (e) Return or destroy all written or other tangible copies of Confidential Information in the receiving party’s possession or direct or indirect control, including all extracts and copies thereof, within a reasonable time after, and in accordance with, the disclosing party’s request.
3. Nothing in this Section 13 will prevent the receiving party from disclosing or using the Confidential Information of the disclosing party to the extent that: (a) it is or becomes readily ascertainable by proper means by the public without any breach by the receiving party of Section 13.2; (b) it is received from a third party that is not under an obligation of confidentiality of which the receiving party knew or had reason to know; (c) it is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) it is required by law to be disclosed, provided that the receiving party (to the extent not prohibited by law): (i) gives the disclosing party as much notice as is practicable under the circumstances of such requirement; (ii) gives the disclosing party, at the disclosing party’s expense, such reasonable assistance as the disclosing party requests in seeking confidential treatment, protective orders, nondisclosure, and/or similar measures; and (iii) discloses only such Confidential Information as the receiving party, upon advice of its counsel, believes is required to be disclosed.
4. It is acknowledged that unauthorized use or disclosure of Confidential Information may result in immediate and irreparable injury to the disclosing party, for which monetary damages might not be adequate. Accordingly, if the receiving party or any officer, director, employee, agent, professional, or subcontractor of the receiving party uses or discloses Confidential Information or any such person is likely to use or disclose Confidential Information in breach of the receiving party’s obligations under the Supply Agreement, the disclosing party will be entitled to seek equitable relief, including temporary and permanent injunctive relief and specific performance. The disclosing party will also be entitled to recover any pecuniary gain that the receiving party realizes from the unauthorized use or disclosure of the disclosing party’s Confidential Information. The rights in this Section 13.4 are in addition to any other rights of the disclosing party under these Terms, at law, or in equity.
5. The obligations under this Section will continue after disclosure of each item of Confidential Information for five years after initial disclosure of that item of Confidential Information.
6. The provisions of this Section 13 replace, preempt, and are a novation of, any confidentiality agreement, nondisclosure agreement, or similar agreement between the parties that existed as of the Start Date.
SUSPENSION OF SERVICES.
1. Right to Suspend. SureCam may, upon giving five (5) Business Days’ notice to Customer, suspend its provision of the Services and/or supply of further Equipment if: (i) Customer is in breach of any term of the Supply Agreement; or (ii) Customer’s payment of an amount that is not the subject of a good faith dispute of which Customer has given notice to SureCam, is overdue and Customer fails to pay such amount within 15 days after SureCam gives notice of payment being overdue.
2. Reinstatement Fee. SureCam may charge a reinstatement fee upon resumption of suspended Services.
TERM; RENEWAL; TERMINATION.
1. Termination for convenience and renewal. Notwithstanding the Customer’s rights to cancel the Supply Agreement subject to earlier termination under Section 15.2, either party can terminate the Supply Agreement (and any Sales Orders entered into thereunder) for convenience by giving the other no less than sixty (60) days’ notice, such notice not to take effect until expiry of the Initial Term. If neither party has given such notice, then the Supply Agreement shall automatically renew for a further period of i) one (1) month if the Customer was on a software subscription with a subscription term of one month or ii) twelve (12) calendar months if the Customer was not on a monthly subscription period (either the “Renewal Term”). Thereafter either party may terminate the Supply Agreement by giving the other party at least sixty (60) days’ notice in writing to cancellations@surecam.com, such notice to take effect on expiry of the current Renewal Term, and if no such notice is served, the Supply Agreement shall renew automatically for another Renewal Term. If the Customer wishes to terminate the Supply Agreement before expiry of the Initial Term or applicable Renewal Term, SureCam may permit the Customer to do so, but such permission will be conditional upon the Customer making the payments referenced in Section 15.5 below.
2. Monthly Subscription Continuity.
  1. Applicability. This Section applies where the Customer has entered into a Supply Agreement with a monthly contract period, meaning a Supply Agreement where no fixed Initial Term has been agreed, or where the Initial Term has expired and the Supply Agreement continues to renew in successive monthly Renewal Terms (a "Monthly Contract"). For the avoidance of doubt, this Section does not apply to a Customer on a fixed Initial Term or a fixed annual Renewal Term, even if Fees are invoiced monthly during that term.
  2. Restriction. A Customer on a Monthly Contract may not cancel and subsequently reactivate, or otherwise interrupt and reinstate, its Monthly Contract more than once in any rolling twelve (12) month period (a "Subscription Cycle Restriction"). A cancellation followed by a reactivation within the same rolling twelve (12) month period constitutes one use of the permitted interruption. Any further cancellation or interruption within that period is not permitted without SureCam's prior written consent.
  3. Consequences of Breach. Where a Customer purports to cancel and reactivate its Monthly Contract in breach of this Section, SureCam may: (i) treat the Monthly Contract as continuous and invoice Customer for all monthly Fees that accrued during the purported cancellation period as if Customer had remained subscribed throughout; and (ii) require Customer to execute a new Sales Order before reinstating the Services and, at SureCam's discretion, apply a reconnection fee as set out in any applicable Sales Order or as notified to Customer in writing.
3. Carve-outs. This Section does not apply to a termination by Customer under Section 15.4, or to a suspension by SureCam under Section 14.
4. Termination for Breach and Insolvency. Either party may terminate the Supply Agreement (and any Sales Orders entered into thereunder) upon written notice to the other party if: (a) The other party breaches the Supply Agreement and fails to cure such breach within 30 days (15 days in the case of failure by the Customer to pay an undisputed invoice in respect of which SureCam may serve notice to terminate) after the aggrieved party gives notice of the breach; or (b) The other party becomes unable generally to pay its debts as they become due; ceases to do business in the ordinary course; dissolves, winds up, or its governing body approves either of the foregoing; or a receiver is appointed for a substantial part of the other party’s assets or business.
5. Return of Equipment on Cancellation or Termination. Where the Customer has leased the Equipment from SureCam, on termination or cancellation of the Supply Agreement for whatever reason:
  1. the Customer shall be required to return the Equipment to SureCam for its reuse. The Equipment must be returned by the end of the calendar month following the month in which the Customer has given notice to terminate the Supply Agreement.
  2. Each unit of Equipment shall be returned to SureCam in a good condition. For any Equipment which is not returned in a good condition, or any Equipment which the Customer fails to return, the Customer shall be required to pay SureCam the Equipment’s initial MSRP. Equipment will not be considered to be in good condition if, in SureCam’s reasonable opinion, the Equipment is unfit for further use, excepting fair wear and tear. Examples of Equipment being considered unfit for further use include (1) where the wiring to a camera has been cut, or (2) a camera is physically damaged. If SureCam needs to exercise its rights under this clause for Equipment not returned in a good condition, it will notify the Customer in writing within 20 working days of receipt of the returned Equipment. If SureCam needs to exercise its rights under this clause for Equipment not returned, it will do so within 20 working days of the deadline for Equipment to be returned.
6. Equipment Reductions. SureCam acknowledges and understands that in some circumstances a Customer may change the number of Equipment (or cameras) it requires use of under the Supply Agreement. SureCam will permit a Customer to reduce the number of Equipment it is leasing under the Supply Agreement subject to the Customer paying an administration fee to SureCam equal to the total Fees payable to SureCam by the Customer for the remainder of the Initial Term or Renewal Term for the Equipment it wishes to return.
7. Early Termination. If a Customer wishes to terminate or cancel the Supply Agreement before expiry of the Initial Term or Renewal Term, as applicable, it shall be required to pay an early exit charge to SureCam for such early termination. The early exit charge shall be the total Fees payable to SureCam by the Customer for the remainder of the Initial Term or Renewal Term. The early exit charge shall be in addition to any payments due under Section 15.5 above.
8. Effect of Termination or Expiration. Upon any expiration or termination of the Supply Agreement, except as expressly otherwise provided in the Supply Agreement or expressly agreed otherwise in writing by the parties:
  1. all Sales Orders entered into by the parties under the Supply Agreement shall terminate;
  2. all rights, licenses, consents, and authorizations granted by either party under the Supply Agreement will immediately terminate, including specifically, the Customer’s right to use the Software Services;
  3. each party will return to the other party, or destroy, any Confidential Information of the other party that the party holds;
  4. Customer will immediately cease all use of the Services, and where the Customer has leased the Equipment from SureCam, return the Equipment to SureCam in accordance with Section 15.5;
  5. SureCam may disable all Customer and End User access to the Services; and
  6. If SureCam terminates the Supply Agreement as permitted by Section 15.4, all Fees that would have become payable had the Supply Agreement remained in effect until expiration of the then-current term will become immediately due and payable, and Customer will pay such Fees, together with all previously-accrued but not yet paid Fees, any reimbursable expenses and any Fees due pursuant to Section 15.5, on receipt of SureCam’s invoice therefor.
9. Surviving Terms. Any provisions of the Supply Agreement which are intended to have effect after termination of the Supply Agreement shall continue in full force and effect notwithstanding termination of the Supply Agreement.
GENERAL.
1. Assignment. Neither party may assign any right or obligation under any Supply Agreement, except that either party may assign all, but not less than all, of its rights and obligations under the Supply Agreement to any of its Affiliates or to a purchaser or other successor to all or substantially all of the party’s business associated with the Supply Agreement, provided only that (a) the assignee possesses financial and technical wherewithal necessary to fully perform under the Supply Agreement, (b) the assignor gives to the other party notice of the assignment on or before the time at which the assignment is effective, (c) the assignment does not, by its nature, materially increase the other party’s obligations or reduce the other party’s rights, and (d) the assignee assumes in writing all of the assignor’s rights and obligations under the Supply Agreement after the effective time of the assignment. Upon any permitted assignment by a party of its rights and obligations under the Supply Agreement, the assigning party will have no liability for acts or omissions of the assignee after the effective time of the assignment.
2. Dispute Resolution. The parties will resolve any dispute arising out of, or related to, the Supply Agreement by arbitration. In every case: (a) The language of the arbitration will be English; (b) The parties will cause the arbitrator(s) to make written findings of law and fact; (c) The parties will cause the arbitrator(s) to, to the maximum extent permitted by the applicable rules, permit participation in the arbitration by remote means, including, but not limited to, videoconference and teleconference and require that any remotely-participating party be placed on an equal footing (such as requiring that both parties present by remote means, even if one party is physically present at the seat of arbitration); (d) The judgment and award of the arbitrator(s) may be entered in, and enforced by, any court of competent jurisdiction; and (e) Each party will pay its own costs of participation in the arbitration and each party will pay half of the fees and expenses of the arbitrator(s) and any fees charged by the organization governing the arbitration. (i) In the case of Supply Agreements entered into in the United States, the arbitration will be conducted under the Commercial Arbitration Rules of the American Arbitration Association and will take place in St. Louis, Missouri. (ii) In the case of Supply Agreements entered into outside of the United States, the arbitration will be conducted under the rules of the International Chamber of Commerce and will take place in London, England. Nothing in this Section 16.2 will prevent any party from bringing an action in any court to address infringement, violation, or misappropriation by the other party of the party’s intellectual property rights or where the party seeks injunction or any other remedy available from an arbitrator. Except in the case of a breach by Customer of Section 5 or the infringement, violation, or misappropriation by a party of the other party’s Intellectual Property Rights, the parties will each continue performance of their obligations under the applicable Supply Agreement(s) during the pendency of any arbitration.
3. Choice of Law. (a) Any Supply Agreement entered into in the United States will be governed by and construed under the law of the State of Missouri without regard for the conflict of law provisions thereof. (b) Any Supply Agreement entered into outside of the United States will be governed by and construed under the law of England and Wales without regard for the conflict of law provisions thereof. (c) In any case, the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to any Supply Agreement.
4. Notice. Any notice required or permitted to be given under the Supply Agreement must be in writing and will be effective (a) if given by personal delivery, upon such personal delivery, (b) if given by nationally-recognized courier or mail service (in either case that has real time or near-real time tracking), at the time that the notice is delivered (or an attempt is made to deliver the notice, regardless of whether refused) to the receiver’s premises according to the tracking records of the courier or mail service, or (c) if by e-mail, when sent, provided that sender receives no indication within four hours after sending that the e-mail message failed to reach the receiver. If a receiver knowingly or intentionally renders an e-mail system incapable of receiving notice by that means, any notice sent by e-mail will nevertheless be effective upon sending. The addresses for notice are stated in each Sales Order. Either party may change its address for notice by giving written notification to the other party in accordance with this Section.
5. Successors; Assigns. The provisions of each Supply Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
6. Cross-Default. Any breach by Customer of any Supply Agreement will be a breach of all other Supply Agreements to which Customer is a party.
7. Counterparts. A Sales Order may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
8. Independent Contractors. The relationship between the parties is that of independent contractors. Nothing contained in the Supply Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
9. Audit Right. SureCam may, upon giving Customer at least ten (10) Business Days' prior written notice, audit Customer's use of the Software Services and Equipment to verify compliance with the Supply Agreement. Any audit will be conducted during normal business hours, in a manner that minimizes disruption to Customer's operations, and at SureCam's cost unless the audit reveals a material breach by Customer, in which case Customer shall reimburse SureCam's reasonable audit costs.
10. Anti-Corruption. Each party warrants that it and its personnel will comply with all applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, in connection with the Supply Agreement. Neither party will offer, give, or accept any bribe, kickback, or improper inducement in connection with the Supply Agreement.
11. Severability. If a provision of the Supply Agreement or part thereof is invalid or unenforceable under applicable law, it will be omitted from the Supply Agreement without invalidating the remainder of such provision or the remaining provisions of the Supply Agreement.
12. Waiver. The waiver by either Party of any default or breach of any provision of the Supply Agreement will not constitute a waiver of any other or subsequent default or breach.
13. Force Majeure. Neither party will be in breach of the Supply Agreement to the extent that its performance (other than payment obligations) is prevented or delayed by war, riot, severe weather, earthquake, volcanic eruption, act of terrorism, government action, failure of communications services or networks, or other condition or circumstance not reasonably within the control of the affected Party (“Force Majeure”), provided that the affected party gives notice to the other party of the condition or circumstances and re-commences performance promptly after the applicable condition or circumstance ceases.
14. Waiver of Jury Trial. THE PARTIES RECOGNIZE THAT THE RIGHT TO A TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THE RIGHT MAY BE WAIVED. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
15. Entire Agreement. The Supply Agreement(s) between SureCam and Customer constitutes the entire agreement between the parties with respect to its subject matter and the Supply Agreement expressly supersedes and cancels any prior or contemporaneous representations, warranties, and/or agreements, whether oral or written, with respect to the subject matter of the Supply Agreement. The Supply Agreement may be amended only if both parties agree in writing.

SCHEDULE 1 SOFTWARE SERVICES

This Schedule 1 sets out the Software Services and obligations that apply to all Customers for the duration of the Supply Agreement, regardless of whether the Customer leases or purchases the Equipment. Defined terms used in this Schedule have the meanings given to them in the Supply Agreement. SureCam may suspend or limit the services described in this Schedule in accordance with Section 14 where Customer is in breach of any Supply Agreement.

Mobile Network. SureCam will provide SIM cards with appropriate data plan, for the duration of the Supply Agreement should it be required for use in active Software Services, provided that coverage and throughput are subject to the services, coverage and bandwidth supplied by the relevant mobile network operator. SureCam does not warrant uninterrupted network connectivity where failures arise from the underlying operator network.

SCHEDULE 2 – LEASE OF EQUIPMENT

Where, as specified in a Sales Order, SureCam leases Equipment to the Customer the terms of this Schedule 2 shall apply to such Equipment, in addition to the terms set out in the Sales Order and Supply Agreement. For further clarity, this Schedule 2 does NOT apply for purchased equipment.

General. The Equipment Maintenance and Support Services consist primarily of managing the operational integrity of the leased Equipment and the hosted servers to which these report. SureCam may suspend or limit the Equipment Maintenance and Support Services in accordance with Section 14 of the Terms where Customer is in breach of any Supply Agreement.
Demarcation. Any Equipment Maintenance and Support Services shall be provided at the Demarcation Point for the duration identified in the applicable Sales Order.
Equipment Maintenance. Subject to the exclusions below and to Customer having complied with Customer’s Duty of Care as defined in Section 8 of this Schedule, SureCam will repair or replace leased Equipment free of charge during the term of the Supply Agreement. Equipment Maintenance and Support Services will not cover: (i) damage as a result of misuse or abuse by anyone other than SureCam; (ii) non-conformity caused by modifications to Equipment by anyone other than SureCam and/or not approved in writing by SureCam or (iii) non-conformity caused by errors or damage in installation (except where SureCam has carried out installation on behalf of the Customer as part of the Professional Services following express agreement between the parties in a Sales Order).
Perpetual Operational Warranty. For the duration of an active subscription under which Equipment has been leased from SureCam, SureCam warrants that the Equipment will remain operational and fit for purpose (excluding SD cards and other removable storage media, which are not covered by this warranty) provided that Customer has complied with the Customer’s Duty of Care as defined in Section 8 of this Schedule. Faulty units will be repaired or replaced by SureCam at no additional charge to Customer, subject to the exclusions in Section 6(c) and the Support procedures in the SLA. This warranty is in addition to the delivery warranty in Section 6(a) and does not affect Customer's statutory rights.
Payment. The lease payments and the term of the lease shall be as detailed in the Sales Order. SureCam may invoice for Equipment rent as early as the first day of each calendar month (or, in the case of a first or last calendar month of a term, the applicable part thereof). Customer will pay such amounts by direct debit or payment processor identified by SureCam (ex: Stripe). Customer will provide to, and maintain with, SureCam an applicable means of payment and Customer authorizes SureCam to initiate such payment transactions.
Limited Warranty.
- SureCam warrants to Customer that, on delivery, the Equipment will conform in all material respects with its Documentation.
- If Customer gives notice to SureCam within a reasonable time after delivery that the Equipment does not comply with the warranty above and SureCam is given a reasonable opportunity to examine such Equipment and confirms that the issue is covered under warranty then, SureCam will, at its option, repair or replace the non-conforming Equipment. The Customer shall be required to return the non-conforming Equipment to SureCam for inspection, repair or replacement. SureCam will not conduct a site visit to inspect the non-conforming Equipment. If the Customer requests SureCam’s attendance on site to inspect the non-conforming Equipment, SureCam reserves the right to charge the Customer for the site visit, and shall agree such charge with the Customer in writing in advance. Any such site visit will be subject to SureCam’s Cancellation Policy.
- SureCam will not be liable for the Equipment’s failure to comply with the warranty as a result of any of the following events. Where any of the following events occur or apply, SureCam shall assist the Customer to resolve the issue, but reserves the right to charge the Customer the costs of parts and labour for such resolution:
  1. Customer makes any further use of such Equipment after giving notice as required above;
  2. any defect with the Equipment arises because Customer failed to follow SureCam’s oral or written instructions as to the storage, commissioning, installation (including without limitation any failure to complete SureCam's Install Verification Tool as required by Section 5.4 of the Terms), use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;
  3. Customer alters or repairs such Equipment without the written consent of SureCam;
  4. the defect arises as a result of excess wear and tear, willful damage, negligence, or abnormal storage or working conditions; and/or
  5. the SD card or any other removable storage media inserted in or supplied with the Equipment, which is excluded from warranty coverage in all circumstances regardless of the cause of failure. SD cards are consumable components subject to finite write cycles and environmental degradation; Customer is solely responsible for monitoring SD card health, replacing SD cards as required, and ensuring adequate data backup where SD card failure would result in loss of footage.
- These conditions will apply to any repaired or replacement Equipment supplied by SureCam.
Title to Equipment.
- As between the parties, the Equipment will at all times be the sole and exclusive property of SureCam or SureCam’s assignee, and Customer will not have any rights or property interest therein except as stated in this Schedule 2.
- SureCam will be permitted to display notice of its ownership by affixing to the Equipment identifying stencil, plate, or any other indicia of ownership.
- The Equipment shall be the Customer’s responsibility, and risk in the Equipment shall pass to the Customer, on completion of delivery, pursuant to Section 4.2 of the Supply Agreement.
Maintenance and Repair.
- Customer will operate, handle, and store the Equipment in good condition and working order at all times, and in accordance with SureCam's Documentation and any operating instructions provided by SureCam from time to time, and in environmental conditions appropriate for the Equipment’s intended use (“Customer’s Duty of Care”). Where applicable, SureCam shall provide the Equipment Maintenance and Support Services in respect of the Equipment, in accordance with Schedule 1.
Insurance.
- While the Equipment is in the possession or control of Customer, the Customer will at its own cost and expense, keep the Equipment insured to protect all interests of SureCam, against all risk of loss, theft, or damage from every cause whatsoever for not less than the current value of the Equipment.
- Customer will provide to SureCam on request evidence of such insurance cover.
Loss, Theft, or Damage. Customer will be liable for any loss, theft, or damage to the Equipment, whether or not covered by insurance, and no such loss, theft, or damage will relieve Customer of its obligations under the Supply Agreement. In the event of loss, theft, or damage to the Equipment in whole or in part, Customer will promptly so notify SureCam and, if SureCam determines that any Equipment is beyond repair, pay to SureCam, within 30 days of such notification, the replacement value for such equipment plus tax for Equipment which is damaged beyond repair and must be replaced, and contracted Fees will remain payable for the initial or Renewal Term.
Assignment; Finance Lease.
- In addition to any other right of SureCam to assign any right or obligation under Supply Agreement, SureCam reserves the right to assign some or all of its rights under any Supply Agreement such that the lease arrangement with respect to the Equipment is a “finance lease” as that term is defined by Article 2A of the Uniform Commercial Code. In such a case, the following disclosures apply. (i) The identity of the person supplying the goods to the lessor is SureCam; (ii) Customer is entitled under UCC Article 2A to the promises and warranties, including those of any third party, provided to the lessor by SureCam in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; and (iii) Customer may communicate with SureCam and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies.
- Upon assignment and/or other measures to create the finance lease in favor of the finance lessor, per UCC Sec. 2A-407: (i) Customer’s promises under the lease contract become irrevocable and independent; (ii) Such promises are effective and enforceable between Customer and the lessor, and by or against third parties including assignees of the parties, and (iii) The lease arrangement is not subject to cancellation, termination, modification, repudiation, excuse, or substitution by Customer without the consent of the finance lessor.

SCHEDULE 3 – PURCHASE OF EQUIPMENT

Where, as specified in a Sales Order, SureCam sells the Equipment to the Customer, the terms of this Schedule 3 shall apply to such Equipment, in addition to the terms set out in the Sales Order and Supply Agreement. For further clarity, this Schedule 3 does NOT apply for leased equipment.

General. The Equipment Maintenance and Support Services are NOT included in the Fees paid by the Customer where the Customer purchases the Equipment.
Payment. The payments for the Equipment shall be as detailed in the applicable Sales Order. SureCam shall invoice the Customer for the Equipment on the date specified in the Sales Order.
Limited Warranty.
- SureCam shall endeavour to pass to the Customer any guarantees or warranties given by any manufacturer of the Equipment and where this is possible, such guarantee or warranty shall continue for a period of twelve (12) months from delivery of such Equipment. SureCam gives no guarantees or warranties in respect of the Equipment beyond any guarantee or warranty offered by such manufacturer. If the Customer believes the Equipment does not conform with the manufacturer’s guarantee or warranty in the relevant period, the Customer shall return the non-conforming Equipment to SureCam for inspection, which may result in repair or replacement of such Equipment. SureCam will not conduct a site visit to inspect the non-conforming Equipment. If the Customer requests SureCam’s attendance on site to inspect the non-conforming Equipment, SureCam reserves the right to charge the Customer for the site visit, and shall agree such charge with the Customer in writing in advance. Any such site visit will be subject to SureCam’s Cancellation Policy.
- The Customer shall not be entitled to rely on any guarantee or warranty passed to it from the manufacturer of such Equipment if:
  1. any defect with the Equipment arises because Customer failed to follow SureCam’s oral or written instructions as to the storage, commissioning, installation (including without limitation any failure to complete SureCam's Install Verification Tool as required by Section 5.4 of the Terms), use and maintenance of the Equipment or (if there are none) good trade practice regarding the same
  2. the defect with the Equipment arises as a result of SureCam following any drawing, design or specification supplied by Customer
  3. Customer alters or repairs such Equipment without the written consent of SureCam; and/or
  4. the defect arises as a result of excess wear and tear, willful damage, negligence, or abnormal storage or working conditions.
Title to Equipment.
- Title to the Equipment shall pass to the Customer on the later of (i) payment in full for the applicable Equipment by the Customer; or (ii) delivery of the Equipment to the Customer pursuant to Section 5 of the Supply Agreement.
- The Equipment shall be the Customer’s responsibility, and risk in the Equipment shall pass to the Customer on completion of delivery.
Insurance. It is the Customer’s responsibility to insure the Equipment against damage, theft or loss.
General. To avoid any doubt, purchase of the Equipment does not automatically entitle the Customer to access the Software Services. In order to access the Software Services the Customer must have an active license to use the Software Services, pursuant to Section 5.1 of the Supply Agreement, subject always to the payment of the relevant applicable monthly Fees. Further, purchase of the Equipment does not entitle the Customer to receive the Equipment Maintenance and Support Services. Equipment Maintenance and Support Services shall only be supplied where this is expressly agreed with the Customer in a Sales Order.

SCHEDULE 4 – INSTALLATION SERVICES

Where, as specified in a Sales Order, Customer purchases installation services from SureCam the terms of this Schedule 4 shall apply to such services, in addition to the terms set out in the Sales Order and Supply Agreement.

General. Installation services, where purchased, follow SureCam’s current Installation Manual. Variations or non-standard installation requests must be agreed in writing in advance.
Vehicle Availability. In cases where installations or other service-related site visits have been agreed between the parties in writing, if upon arrival at site the vehicle(s) are not made available as agreed, or within a 30-minute window thereof, SureCam reserves the right to redeploy the field service personnel and charge the Customer the full cost of the failed visit.
Cancellation Policy. If the Customer needs to cancel or reschedule an installation or other service-related site visit that has been agreed in writing, with less than two (2) Business Days' notice, SureCam reserves the right to charge the Customer the full cost of the cancelled visit. References to "SureCam's Cancellation Policy" in Schedules 2 and 3 refer to this Section 3 of Schedule 4.

SCHEDULE 5 – DATA PROCESSING AGREEMENT

This Data Processing Agreement shall apply if and when SureCam processes any personal data on behalf of the Customer.

Definitions. In addition to the defined terms contained in the Terms, the following definitions shall apply in this Data Processing Agreement:
- “Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures”; shall have the meanings given to them in Data Protection Law.
- “Data Protection Law” means (a) to the extent that the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent that the EU GDPR applies, the law of the European Union or any member state of the European Union to which SureCam or the Customer are subject which relates to the protection of personal data.
- “EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
- “UK GDPR” has the meaning given to it in Section 3(1) (as supplemented by Section 205(4)) of the Data Protection Act 2018.
General.
- Both parties will comply with all applicable requirements of Data Protection Law. This Data Processing Agreement is in addition to, and does not relieve, remove or replace, a party’s obligations under Data Protection Law.
- The parties acknowledge that for the purposes of Data Protection Law, in the limited instances where SureCam is processing Personal Data belonging to the Customer (“Customer Personal Data”), the Customer is the Data Controller and SureCam is the Data Processor.
- Without prejudice to the generality of paragraph 2(a), the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to SureCam for the duration and purposes of the Supply Agreement.
- Without prejudice to the generality of paragraph 2(a) SureCam shall, in relation to any Customer Personal Data processed by it on behalf of the Customer in connection with the performance of its obligations under the Supply Agreement:
  1. process that Customer Personal Data only on the written instructions of the Customer unless such instructions are contrary to Data Protection Laws;
  2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  3. ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Customer Personal Data confidential; and
  4. not transfer any Customer Personal Data outside of the UK and European Economic Area unless the prior written consent of the Customer has been obtained and provided that the following conditions are fulfilled:
    1. SureCam has provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. SureCam complies with its obligations under Data Protection Law by providing an adequate level of protection to any personal data that is transferred; and
    4. SureCam complies with the Customer’s reasonable advance instructions when processing the Customer Personal Data;
  5. assist the Customer, at the Customer’s cost, in responding to any request from a data subject to enable the Customer to comply with its Data Protection Law obligations with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. promptly notify the Customer on becoming aware of a personal data breach affecting the Customer’s personal data;
  7. at the Customer’s written request, delete or return the Customer Personal Data on termination of the Supply Agreement unless required by applicable law to store the personal data; and
  8. maintain records and information to demonstrate SureCam’s compliance with this Data Processing Agreement and promptly tell the Customer if, in SureCam’s opinion, the Customer’s instructions infringe Data Protection Law.
- The Customer consents to SureCam appointing third party suppliers as third-party processors of the Customer Personal Data under the Supply Agreement. SureCam will provide details of such third party processors to the Customer on request. SureCam confirms that it has entered or (as the case may be) will be entering into with the third-party processors, a written agreement incorporating terms which are substantially similar to those set out in this Data Processing Agreement. SureCam shall remain fully liable for all acts or omissions of any third-party processors appointed by it pursuant to this Data Processing Agreement.

SCHEDULE 6 – Software Services SLA

Definitions. In addition to terms defined at other places in these Terms, the following terms will have the following meanings for the purposes of these Terms, Sales Orders and the Schedules and any attachments to these documents.
- “Downtime Exclusions” means system unavailability caused by (i) Customer's own systems, networks, or actions; (ii) mobile network operator outages; (iii) force majeure events; and (iv) Scheduled Maintenance.
- “OTA” means over the air.
- "Scheduled Maintenance" means any planned outage, maintenance window, upgrade, or configuration change to the Software Services or cloud platform that SureCam notifies Customer of at least 48 hours in advance by email or in-platform notification, provided, however, that security-critical patches and emergency fixes may be deployed without advance notice where the vulnerability profile requires it; any such resulting outage will be treated as Scheduled Maintenance for the purposes of this SLA.
- “Uptime Availability" means the amount of time the cloud platform component of the Software Services is accessible and functional for Customer’s use, excluding Downtime Exclusions.
- “Working Hour(s)” means:
  1. Where the Customer is located in the United States: 8:30 am to 5:00 pm US CT, Monday through Friday excluding national holidays, and
  2. Where the Customer is located in Europe and Asia: 8:30 am to 5:00 pm GMT/BST, Monday through Friday excluding bank holidays.
Scope of Agreement.
- This Service Level Agreement (“SLA”) sets out the support and service commitments provided by SureCam to the Customer who purchased Software Services under the terms of the principal commercial contract between the parties.
- This SLA covers the operational integrity of the in-vehicle hardware supplied by SureCam, the cloud platform and software services to which those devices report, and the supporting commercial wraparound (account management, replacements, and customer support).
Services Included. The following services are included for the duration of the subscription term.
- Hardware Warranty for Leased Equipment. The hardware warranty applicable to leased Equipment used in connection with Software Services is set out in Schedule 2.
- Connected Services. If provided by SureCam, mobile network connectivity via SureCam-supplied SIMs configured for our managed M2M network. Coverage, service and throughput are wholly subject to the underlying network operator’s service.
- Cloud Platform and Software. Access to the SureCam fleet management platform, including video review, GPS tracking, reporting tools, and other alerts (where applicable to the subscription).
- Customer Support. If customer support services are purchased, then access to our support team during the hours set out herein, including: incident triage, over-the-air configuration, replacement coordination, and account assistance.
Monitoring and Restoration.
- Equipment. Monitoring of Equipment is primarily the responsibility of the Customer, facilitated by optional customer email alerts from SureCam in the case of high g-force events.
- Vehicles. Vehicle monitoring is the responsibility of the Customer unless a monitoring service option has been purchased, in which case a separate service level schedule will be issued.
- Hosted Platform. Monitoring of the hosted software platform is the responsibility of SureCam.
- Server Restoration. In the event of a server failure, SureCam will restore using its last good backup taken at the time of the last successful backup on SureCam's server.

Support.

Support Hours. SureCam will provide telephone and email access to SureCam’s support team during Working Hours.
Contact Channels.
1. Where the Customer is located in the United States: https://view.surecam.com, support@surecam.com, +1 855.870.7205.
2. Where the Customer is located in Europe and Asia: https://view.surecam.com, customerserviceUK@surecam.com, +44 (0)300 303 2313
Support Requests. To enable accurate triage, all Customer incident reports must include a full description of the issue, vehicle registration(s) or device ID(s) affected, the time the issue was first observed, and contact details for follow-up.
Response Levels. The following response targets will be met at a minimum of 95% across the rolling quarter, for issues raised through the correct channels within Working Hours, with the correct information provided, and which fall within the scope of this SLA:

Service	Priority	Time to Respond	Time to Attempt OTA Fix	Time to Final Resolution
Cloud platform- not responsive	Critical	2 Working Hours	4 Working Hours	8 Working Hours
API- not updating	Critical	2 Working Hours	4 Working Hours	12 Working Hours
Live streaming-unavailable	High	3 Working Hours	8 Working Hours	30 Working Hours
Firmware fault preventing device operation	High	3 Working Hours	8 Working Hours	40 Working Hours
Single-device hardware issue (resolvable OTA)	Medium	8 Working Hours	16 Working Hours	30 Working Hours
Single-device hardware issue (replacement required)	Medium	8 Working Hours	16 Working Hours	30 Working Hours

Authorized Contacts. Customer will provide SureCam with a list of authorized contacts and their email addresses and telephone numbers within two Business Days of signing the first Sales Order, and will keep this list current throughout the Term. If SureCam is unable to reach the Customer's designated contacts, SureCam reserves the right to take such action as it deems appropriate in the circumstances.

Platform and Software.
- Uptime Commitment. SureCam commits to an Uptime Availability of 98.0%, as measured on a calendar month basis (the “Uptime Commitment”).
- Uptime Credits. Where the Uptime Availability falls below the Uptime Commitment in any calendar month, and Customer notifies SureCam of a resulting service impact within thirty (30) days of the end of that calendar month, Customer will be entitled to a credit against its next invoice equal to the pro-rata Software Services Fees attributable to the period of downtime in excess of the 2.0% permitted downtime threshold. Service credits are Customer's sole and exclusive remedy for failure to meet the Uptime Commitment and are subject to Customer's account being in good standing at the time of the claim. Credits shall not exceed the total Software Services Fees paid by Customer in the affected month.
Installation and On-site Services.
- Vehicle Availability. In cases where Installations or other service-related site visits have been agreed between the Parties, and times and dates for vehicle availability have been agreed in writing, if upon arrival at site the vehicle(s) are not made available as agreed, or within a 30 minute window thereof, SureCam reserves the right to redeploy the field service personnel and charge the Customer for the failed visit in full.
- Cancellation and Rescheduling. If the Customer needs to cancel or reschedule an Installation(s) or other service-related site visit that has been agreed between the Parties in writing, with less than 2 Business Days’ notice, SureCam reserves the right to charge the Customer for the cancelled visit in full.
Exclusions, Limitations & Non-Compliance.
- Exclusions. The following are excluded from the response targets in this SLA:
  1. Faults arising from misuse, abuse, accident damage, or third-party modification of SureCam equipment not approved by SureCam in writing.
  2. Faults caused by third-party software, hardware or networks integrated by the Customer.
  3. Mobile network operator outages and force majeure events.
  4. Customer-side delays in making vehicles available for required site work.
  5. Scheduled Maintenance windows.
- Geographic Limitations. The response targets apply to mainland US for US customers and mainland UK for Europe and Asia customers. For locations in the Scottish Highlands and Islands (postcodes AB, HS, IV, KW, PA20+, PH19+, ZE), Northern Ireland, and offshore territories, on-site response times are extended by up to 72 Working Hours, by prior agreement on a case-by-case basis.
- Customer-initiated Rescheduling. Where the Customer is unable to make a vehicle available within an agreed window, or cancels a confirmed appointment, the relevant SLA clock is reset, and the original target no longer applies to the rescheduled work.
- Non-compliance. Where SureCam fails to meet a response target for reasons within its control and which fall under the scope of this SLA, the affected unit’s monthly subscription fee will be credited pro rata for the period from the time of the original incident report to resolution. Service credits are the Customer’s sole and exclusive remedy for SLA breach. SureCam accepts no liability for consequential loss arising from a service-level breach beyond the credit mechanism above.

Last updated August 17, 2026

Fair Use Policy

This Fair Use Policy (this "Policy") sets out the monthly data usage allowances and related terms applicable to each camera type under SureCam's Software Services. This Policy is incorporated into and forms part of SureCam's Terms and Conditions (the "Terms") and capitalised terms used but not defined here have the meanings given to them in the Terms.

Monthly Data Caps

Unless a different data tariff is specified in the applicable Sales Order, the following monthly data caps apply per camera per calendar month:

Camera Type	Monthly Data Cap (per camera)
SureCam Legacy	150 MB
SureCam Shield (aka Sprint)	125 MB
SureCam NextGen (aka GeminiSE)	250 MB
SureCam Vantage (aka Evo)	500 MB

The data caps set out above apply on a per-camera basis. There is no pooling of allowances across cameras. However, overages are assessed on a rolling two-calendar-month average basis. A camera that exceeds its monthly cap in one calendar month will not trigger overage fees provided that its average data usage across that month and the immediately preceding calendar month does not exceed the applicable monthly cap. Where a camera's rolling two-month average exceeds the cap, overage fees will apply to the excess calculated on that average. For cameras in their first month of active subscription, only that month's usage is assessed.
The data allowances set out above are designed to be sufficient for standard and intended use of the Software Services as described in the Documentation, including routine video upload, GPS tracking, event-triggered footage transmission, and over-the-air configuration updates. Customers whose use of the Software Services is consistent with normal fleet management operations should not regularly exceed these allowances. If Customer's usage consistently exceeds the applicable cap, SureCam's support team is available to review whether a different data tariff or camera configuration is appropriate.

Overage Tariffs
- If Customer's data usage in any calendar month exceeds the applicable data cap for any camera on a rolling two-month average basis as described in Section 1(b), overage fees will apply at SureCam's then-current overage tariff as notified to Customer in writing, unless a specific overage rate has been agreed in the applicable Sales Order. SureCam will provide Customer with at least thirty (30) days' prior written notice before introducing or changing any overage tariff.
Fair Use Enforcement
- If Customer's data usage in any calendar month exceeds the applicable data cap for any camera on a rolling two-month average basis as described in Section 1(b), SureCam may, in its sole discretion, take any one or more of the following steps:
  1. reduce data transfer speeds or throttle the connection for the affected cameras;
  2. restrict or temporarily suspend live-streaming or video upload functions;
  3. charge Customer overage fees at the applicable overage tariff; or
  4. suspend the Software Services for the affected cameras in accordance with Section 14 of the Terms, pending resolution of the excess usage.
- SureCam will use commercially reasonable efforts to notify Customer as soon as reasonably practicable once it becomes aware that Customer has exceeded the applicable data cap, but shall have no liability for any failure to provide notification.
Proper SIM Use
- If SureCam provides Customer with a SIM card in connection with the Equipment, Customer will only use it in conjunction with the Equipment and for the purpose contemplated by the Supply Agreement. In addition to any other rights under the Supply Agreement, SureCam reserves the right to recover from Customer the costs of any unauthorized SIM usage.
Updates to this Policy
- SureCam may update this Policy, including the applicable data caps and overage tariffs, from time to time by providing Customer with at least thirty (30) days' prior written notice. Caps applicable to any camera under an active Initial Term shall remain fixed until that Initial Term expires. The current version of this Policy is published at www.surecam.com/fair-use-policy.
Relationship to Terms
- This Policy is subject to, and governed by, the Terms. In the event of any conflict between this Policy and the Terms, the Terms shall prevail.

Last Updated August 17, 2026

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