SURECAM provides network-connected vehicle cameras, video footage and a web-based platform. These SURECAM Terms and Conditions (“Agreement”) apply to all Sales Orders entered into between IT US Acquisition Company, LLC, d/b/a “SureCam,” (“SURECAM”) and the customer executing the Sales Order (“CUSTOMER”) with respect to the Equipment and Services provided to CUSTOMER by SURECAM. SURECAM and CUSTOMER are sometimes referred to individually as a “Party” and collectively as the “Parties”.


1.DEFINITIONS


In addition to terms defined at other places in this Agreement, the following terms will have the following meanings for the purposes of this Agreement, Sales Orders and the Schedules and any attachments to these documents:


1.1“Affiliates” means with respect to a Party any person or other entity which, at the time of execution of this Agreement, directly or indirectly through one or more intermediary’s control, is controlled by or is under common control with such


Party. For purposes of this Agreement,“Control” means (a) the possession, directly or indirectly, of more than 50% of the voting power to elect directors, in the case of a corporation, or members of a comparable governing body in the case of a limited liability company, firm, joint-venture, association or other entity; (b) with respect to a partnership, a general partner thereof or a person having management rights comparable to those of a general partner will be deemed to control such entity.


1.2“Data” means any and all information gathered by the Equipment and processed or stored by SURECAM in connection with providing the Services.


1.3“Documentation” means all documentation, user manuals, and operating manuals, related to the Services and Equipment supplied by SURECAM under this Agreement.


1.4“End Users” means CUSTOMER’s employees or contractors who are designated by CUSTOMER to use the Services and access the Data and are contractually required to comply with the terms of this Agreement.


1.5“Equipment” means the cameras or other equipment provided by SURECAM as specified in a Sales Order.


1.6“Fees” means the charges for the Services, Equipment or Professional Services described in a Sales Order.


1.7“Intellectual Property Rights” means any and all right, title and interest in any invention, design, discovery, improvement, utility model, copyright, trademarks, service marks, industrial design or mask work right, and any and all rights of whatever nature in computer software and data, trade secrets or know-how, and any and all intangible rights and privileges of a nature similar to the foregoing, in every case in any part of the world whether or not registered, and will include all rights in any applications and granted applications for any of the foregoing.


1.8“Maintenance and Support Services” means the standard SURECAM support services described on Schedule 1. All Maintenance and Support Services will be provided in the English language.


1.9“Professional Services” means certain optional technical services which may be performed by SURECAM in addition to the Services, including consulting, installation and training services as described in a particular Sales Order.


1.10“Sales Order” means the order signed by the Parties describing the specific Services, Equipment and/or Professional Services to be provided by SURECAM under this Agreement.


1.11Schedules” means the following Schedules to this Agreement, and any other Schedules agreed to by both Parties after the Effective Date of this Agreement, and incorporated by reference:


oSchedule 1 – Maintenance and Support Services/Service Level Agreement (SLA) o Schedule 2 – Additional Provisions Applicable to Purchased Equipment


o Schedule 3 – Additional Provisions Applicable to Lease of Equipment



1.12“Services” means SURECAM’s standard hosted ‘software as a service’ in which SURECAM makes its proprietary software (“SURECM Programs”) available to customers over the Internet.


1.13“Specifications” means the description or specification for the Service and Equipment provided by SURECAM in writing to CUSTOMER.


1.14“Term” means the Initial Term and any Renewal Term.


2.SCOPE OF AGREEMENT


2.1General. This Agreement will apply to all Sales Orders entered into between the Parties during the term of this Agreement. SURECAM will use commercially reasonable efforts to meet any delivery dates set forth in a Sales Order, but these dates are estimates only.


If SURECAM provides CUSTOMER with a SIM card in connection with the Equipment, CUSTOMER will only use it in conjunction with the Equipment and at normal usage. SURECAM reserves the right to recover from CUSTOMER costs of excess or unauthorized usage.


2.2Contracts with Affiliates. SURECAM agrees that CUSTOMER’s Affiliate may enter into Sales Orders under this Agreement. An Affiliate will be responsible for its own obligations, including but not limited to, all charges incurred in connection with such Sales Orders.


2.3Order of Precedence. In the event of a conflict between the terms of this Agreement and the terms of a Sales Order, the particular Sales Order will take precedence. This Agreement and all Sales Orders take precedence over any purchase order issued by CUSTOMER, which may be accepted by SURECAM for administrative convenience only.


2.4Non-Exclusive Agreement/Independent Contractors. The arrangement set forth in this Agreement is non-exclusive and this Agreement will not prevent or prohibit either Party from entering into similar agreements with other providers or purchasers or licensors, as the case may be, of products or services similar to those under this Agreement. The Parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the Parties under this 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.


2.5Professional Services. Either separately or in connection with the Services, CUSTOMER may request from time to time, and SURECAM is willing to provide to CUSTOMER, Professional Services, such as installation of the Equipment, as described in a Sales Order. The Professional Services will be provided in accordance with all terms and conditions of this Agreement and the applicable Sales Order.


3.SERVICES/RIGHTS GRANTED


3.1Right to Use the Services and SURECAM Programs and Documentation. SURECAM will provide the Services described in one or more Sales Orders in material compliance with the Specifications and the applicable Sales Order. For the duration of the Term described in a Sales Order, CUSTOMER will have the non-exclusive, non-assignable, royalty free, worldwide limited right to use the Services solely for its internal business operations in the United States and subject to the terms of this Agreement. CUSTOMER may allow its End Users to use the Services for this purpose and CUSTOMER is responsible for its End Users’ compliance with this Agreement. SURECAM grants to CUSTOMER a non-exclusive, non- sublicensable, nontransferable, revocable, limited license during the Term and in the United States to access and use the SURECAM Programs and Documentation provided as part of the Service.


3.2No Software Delivery Obligation. SURECAM has no software delivery obligation and will not ship copies of any of the SURECAM Programs used to provide the Services to CUSTOMER. Upon the termination or expiration of the Sales Order, CUSTOMER’s right to access or use the SURECAM Program specified in the Sales Order and the Services will terminate.


3.3Service Level. SURECAM will make the Services available in accordance with Service Level provisions set forth on Schedule 1.



3.4Use of Service; Account Security. CUSTOMER will be solely responsible for all use (whether or not authorized) of the Service, Documentation and Data under its account. The rights granted to CUSTOMER under this Agreement entitle CUSTOMER to access the Services through accounts (each, an “Account”). CUSTOMER will be provided with a user identification and password applicable to each Account CUSTOMER has created (each such user identification and password, an “Account ID”). Each Account ID 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 Service by each End User and for compliance by each End User with the applicable terms of this 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 Account ID is 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.


4.EQUIPMENT


4.1Purchase and/or Lease of Equipment. CUSTOMER may purchase and/or lease Equipment from SURECAM under this Agreement for use in connection with the Services. The additional terms and conditions applicable to Equipment purchased or leased from SURECAM are set forth on Schedule 2 and 3, respectively.


4.2Delivery/Installation of Equipment. SURECAM will deliver the Equipment to CUSTOMER’s designated site in accordance with the terms of the applicable Sales Order. 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.


5.INTELLECTUAL PROPERTY/USE OF DATA


5.1Ownership & Usage of Data. SURECAM reserves all ownership rights in the Data, including Intellectual Property Rights


(collectively “SURECAM IP”). CUSTOMER will not (a) modify, create a derivative works of, reverse engineer, decompile, disassemble, reverse engineer, recreate or otherwise attempt to discover the SURECAM IP; or (b) delete, alter, cover, or distort any of SURECAM’s patent, copyright, trademark, or other proprietary rights notices. “SureCam®,” “Intelligent Telematics™” and the design logo and certain other names or logos (the “SURECAM Marks”) are service marks or trademarks of SURECAM or its Affiliates in the United States and other countries. In addition, the “look” and “feel” of any user interfaces and SURECAM’s website (including without limitation color combinations, button shapes, layout, design and all other graphical elements) are also protected by SURECAM’s trademarks, service marks and copyrights. CUSTOMER will not use, whether on CUSTOMER’s website or otherwise, any SURECAM Marks without SURECAM’s written consent. To the extent the Data identifies CUSTOMER’s identity, identity of its personnel or any other information that is confidential to CUSTOMER, SURECAM agrees to use such information solely for purposes of providing the Services under this Agreement.


5.2Anonymization. Data that has been anonymized, pseudonymized or depersonalized so as not to identify CUSTOMER, CUSTOMER’s personnel or any of CUSTOMER’s confidential information may be used by SURECAM for any purposes.


5.3Diagnostic Information. CUSTOMER acknowledges that SURECAM will be collecting, using, storing, processing and analyzing (collectively, “Collect”) diagnostic, technical information as part of this Agreement. SURECAM may Collect all such information and use it for purposes of performing its Services and Maintenance and Support under this Agreement, improving its products, developing new products or any other purpose as determined by SURECAM.


5.4Feedback. CUSTOMER will have an opportunity to submit enhancement requests, usability suggestions, new features or functions, questions and bug reports (collectively, “Feedback”). CUSTOMER agrees that SURECAM may use any Feedback CUSTOMER provides for any purpose, free of any royalties or fees to CUSTOMER.


5.5Retention of Data. CUSTOMER may make copies of the Data collected by SURECAM as part of the Services for CUSTOMER’s own internal use. Data will be accessible to CUSTOMER from the SURECAM hosted server for a period of two (2) months, after which time SURECAM may delete the Data.


6.CUSTOMER RESPONSIBILITIES


6.1No Resale. The Services are for use by CUSTOMER and CUSTOMER’s End Users only, and for CUSTOMER’s internal business purposes, and not for resale to any third party, including by way of a service bureau.



6.2Related 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 to receive the Services.


6.3Network Connections. CUSTOMER will be required to connect to SURECAM’s systems (“Network Connection”) 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.


6.4Cooperation, Designation of Responsible Contacts and Access to Vehicles. CUSTOMER will:


a.cooperate with SUREACAM in all matters relating to the Services and Professional Services;


b.provide SURECAM with current appropriate contact information such that SURECAM may communicate maintenance notifications, outages, support items and other communications under this Agreement to CUSTOMER on an ongoing basis:


c.provide SURECAM with information and materials necessary to perform the Services and Professional Services and ensure that such information is accurate in all material respects; and


d.obtain and maintain all necessary licenses and permits which may be required before the Services are to begin.


7.NETWORK SECURITY/DATA PRIVACY


Each Party will adhere to generally accepted industry best 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:


a.such Party’s use of the Network Connection is secure, including protecting from viruses and other malicious code or attacks, and is used only for authorized purposes; and


b.such Party’s business records and data are protected against improper access, use, loss alteration or destruction.


In performing the Services, SURECAM will comply with the SureCam Privacy Policy, available at http:// www.SureCam.com , which is subject to change at SURECAM’s discretion; however, SURECAM’s policy changes will not result in a material reduction in the level of protection provided for CUSTOMER data during the period for which fees for the Services have been paid.


8.FEES AND TAXES


8.1Fees. CUSTOMER agrees to pay for all Services, Professional Services and Equipment ordered as set forth in the applicable Sales Order. All fees due under the Agreement are non-cancelable and the sums paid nonrefundable. All fees are due thirty (30) days from the date of invoice. Any fees not paid within thirty (30) days after the date on which CUSTOMER receives an invoice (the “Due Date”) will accrue interest on the overdue balance from the Due Date at the rate of one and one-half percent (1.5%) per month, or the maximum lawful rate allowable under applicable law, whichever is lower. If SURECAM commences legal proceedings to collect any payment due to it under this 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.


8.2Taxes. 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, 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.


8.3Expenses. If a Sales Order permits reimbursement of expenses by CUSTOMER, SURECAM will be reimbursed for those reasonable expenses, at cost, which must be pre-approved in writing or by email.


9.LIMITED WARRANTY AND DISCLAIMERS


9.1Limited Warranty. SURECAM represents that it will provide the Services (a) in a professional and workmanlike manner and (b) in accordance with the Specifications and the SLAs. SURCAM’s sole obligation, and CUSTOMER’s sole and



exclusive remedy, in the event of any failure by SURECAM to comply with the foregoing will be for SURECAM to, at SURECAM’s option, re-perform the affected Services or refund to CUSTOMER the Fees CUSTOMER actually paid for the affected Services. Warranties with respect to the Equipment are set forth on Schedules 2 and 3.


9.2DISCLAIMER OF WARRANTIES


SURECAM does not guarantee that the Services will be performed error-free or uninterrupted or that SURECAM will correct all Service errors. CUSTOMER acknowledges that SURECAM does not control the transfer of data over communications facilities, including the Internet and cellular network, and that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. SURECAM is not responsible for any delays, delivery failures or other damage resulting from such problems.


To the extent not prohibited by law, SURECAM disclaims any warranties of merchantability, fitness for any particular purpose and non-infringement relating to anything provided under this Agreement.


10.INDEMNIFICATION


10.1Obligations. Each Party (“Indemnifying Party”) will indemnify, defend and hold harmless the other Party and its Affiliates R and their respective officers, directors, employees, shareholders and members (“Indemnified Party”) from and against any losses, claims, penalties, fines, judgments, damages, liabilities or expenses, including reasonable attorneys’ fees (“Losses”), or threatened Losses arising out of third party claims relating to, incurred in connection with, or based upon:


a.any breach by the Indemnifying Party of its warranties and representations set forth in this Agreement; or


b.any claim, threatened claim, suit or proceeding made against CUSTOMER that the Services or Deliverables infringe any U.S. patent issued as of the Effective Date of this Agreement, or any trademark, copyright, or trade secret of a third party enforceable in the U.S. (“Infringement Claim”); or, in the case of CUSTOMER, any Infringement Claim made against SURECAM relating to the materials provided to SURECAM by CUSTOMER;


c.any claim for bodily injury or death of any individual, or the loss, damage or destruction of any real or personal property, resulting from the willful, negligent, reckless, or intentional acts or omissions of the Indemnifying Party; or


d.claims resulting from fraud by the Indemnifying Party or other liability which cannot be limited by law.


10.2Procedure. Upon receiving notice of any third party claim covered by the indemnity obligations set forth in this Section, the Indemnified Party will promptly notify the Indemnifying Party. The Indemnifying Party, at its sole expense, will assume control of the defense of any such claim; the Indemnified Party may, at is sole cost and expense, participate in the defense. The Indemnifying Party will not settle any claim without the Indemnified Party’s prior written consent, which will not be unreasonably withheld of delayed.


10.3Option. In addition to the foregoing indemnification obligations, if all or any part of a Services is subject to an Infringement Claim, SURECAM may, at is discretion and expense, take the following actions:


a.procure for CUSTOMER the right to continue using the Services;


b.modify or replace the allegedly infringing aspect of the Services to make them non-infringing, provided, however, that such modification or replacement will not degrade the operation or performance of the Services; or


c.terminate the Agreement and refund to CUSTOMER the Fees paid for Services not yet received.


11.LIMITATION OF LIABILITY


11.1CAP ON DIRECT DAMAGES.


Except for SURECAM’s indemnification obligations under Sections 10.1(c) and 10.1(d), SURECAM’s aggregate liability arising under or in relation to this Agreement or a Sales Order will be limited to the amount paid by CUSTOMER to



SURECAM under the Sales Order under which or in relation to which the liability arises during the twelve (12) month period prior to any incident under which or in relation to which the liability arises.


11.2LIMITATION ON TYPES OF RECOVERABLE DAMAGES.


In no event will either Party be liable for the following types of loss: loss of profits or revenue; loss of business, reputation or goodwill; business interruption, or any indirect, special, or consequential damages arising out of this Agreement, or a Sales Order, or the performance or breach thereof, even if a Party has been advised of the possibility thereof. Without limiting the foregoing, in the event any remedy under this Agreement is determined to have failed of its essential purpose, the Parties intend that all limitations of liability and remedies, and all exclusions of damages, provided for in this Agreement will remain in full force and effect.


12.CONFIDENTIALITY


12.1Obligation of Confidentiality. In the course of performing under this Agreement, each Party may disclose to the other material, non-public information, including but not limited to, algorithms, codes, formulas, methodology, design, process, structure, format, documents, documentation, manuals, technical information, specifications, source code, costs and pricing (“Confidential Information”). Each Party agrees to hold the Confidential Information of the other Party in strict confidence, to use reasonable measures which will be no less restrictive than the measures used by the receiving Party to protect its own confidential and proprietary information, and not to disclose or use such Confidential Information except as contemplated by this Agreement. Notwithstanding anything to the contrary in the foregoing, each Party may disclose Confidential Information to an Affiliate of the receiving Party provided that such Affiliate has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of such Party under this Agreement. Each Party will require its personnel to agree to do likewise. Confidential Information disclosed whether orally or in a tangible form will be marked or indicated as “Confidential” or “Proprietary” at the time of disclosure. These restrictions will not be construed to apply to (a) information generally available to the public; (b) information released by a Party generally without restriction; (c) information independently developed or acquired by a Party or its personnel without reliance in any way on other protected information of the disclosing Party; or (d) information approved for use and disclosure without restriction. Notwithstanding the foregoing restrictions, a Party and its personnel may use and disclose any information (e) to the extent required by an order of any court or other governmental authority; or (f) as necessary for it or them to protect their interest in this Agreement, but in each case only after the disclosing Party has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure.


12.2Term of Confidentiality. The obligation of confidentiality will continue for a period of five (5) years from the date of disclosure of the information, provided, however, that for any trade secret the obligation of confidentiality will continue and survive until such information is no longer a trade secret under applicable law.


13.SUSPENSION OF SERVICES


SURECAM may suspend Services if: (a) the Services are being used in violation of this Agreement; (b) SURECAM has not received applicable fees for the Services five (5) days’ after notice has been provided to CUSTOMER; or (c) as required by law. SURECAM will use commercially reasonable efforts to provide advance notice of a suspension of Services and opportunity to cure, unless suspension is necessary to protect Services or other CUSTOMERs from imminent and significant operational or security risk. If suspension results from CUSTOMER’s breach of this Agreement, fees for the Services during the suspension will continue to be charged. A reinstatement fee may be charged upon reinstatement of suspended Services.


14.TERM/RENEWAL/TERMINATION


14.1Term of Agreement & Renewal. The initial term of this Agreement will begin on the Effective Date and will remain in full force and effect until the expiration or termination of the initial Sales Order entered into between SURECAM and CUSTOMER (the “Initial Term”), unless terminated earlier by the Parties by mutual written agreement or by a Party for cause, as described in Sections 14.3, in which case all Sales Orders will also be terminated. Upon expiration of the Initial Term, this Agreement and the expiring Sales Order(s) will automatically renew for additional twelve (12) month periods (each a “Renewal Term”) unless either Party provides the other Party with written notice of non-renewal no later than forty-five (45) days’ prior to expiration of the then current term.


14.2Term of Sales Orders. Each Sales Order will remain in effect until the earlier to occur of:



a.termination of such Sales Order by either Party for cause as described in Section 14.3 below;


b.termination of such Sales Order upon mutual written consent of the Parties; or


c.completion of all Services under the Sales Order and a Party’s written notice of non-renewal as described in Section 14.1.


14.3Termination for Cause. A Party may terminate a Sales Order and the Agreement if:


a.the other Party is in default of a material obligation under the applicable Sales Order or this Agreement, and such default has not been cured within thirty (30) days after receipt of written notice (specifying the default) from the non-defaulting Party. If the default specified in such notice is cured within the thirty (30) day period, the Sales Order and Agreement will remain in effect; or


b.the non-terminating Party enters into liquidation (apart from a solvent liquidation for the purposes of amalgamation or reconstruction) or is dissolved or declared bankrupt or has a receiver, administrator or administrative receiver appointed over all or part of its assets or enters into an arrangement with its creditors or takes or suffers any similar action.


c.In the case where SURECAM terminates this Agreement for breach by CUSTOMER, as described in Subsections 14.3 (a) or (b), CUSTOMER must pay all amounts due for Services, Professional Services and Equipment under all outstanding Sales Orders for the term of the Sales Order(s), plus related taxes and expenses, within thirty (30) days of the date of termination.


d.In the case where CUSTOMER terminates this Agreement for breach by SURECAM, as described in Subsections 14.3(a) or (b), CUSTOMER will pay SURECAM for all Services, Professional Services and Equipment performed and/or delivered through the date of termination; if CUSTOMER has pre-paid for Services or Equipment not delivered, SURECAM will refund the pro-rated amount of Fees paid for Services or Equipment not yet provided.


15.GENERAL


15.1Assignment. Neither Party may assign this Agreement, nor any of its rights, obligations or privileges under this Agreement, by operation of law or otherwise, without the prior written consent of the other Party, provided that a Party may, without having to obtain the other Party’s prior written consent, assign this Agreement, and its rights, obligations and privileges under this Agreement, to any successor by merger, or any purchaser of all or substantially all of the assets or a majority of the stock of such Party, provided such successor is not a competitor of the other Party and provided the assigning Party gives the other Party thirty (30) calendar days advance written notice of the assignment.


15.2Dispute Resolution.


a.Arbitration. Except for actions for injunctive or other equitable relief as described in subsection (c), Equitable Relief, all disputes arising out of or in connection with this Agreement will be finally settled under the rules of Arbitration of the American Arbitration Association (“AAA”) by one or more arbitrators. The arbitration will be conducted in the city of St. Louis, Missouri and the laws of the state of Missouri will be applied to the Agreement. The arbitrator(s), including staff, all witnesses, and attending non-Parties, will be legally bound by agreements and/or orders to prevent disclosure of any information which may be disclosed to them in connection with the arbitration proceedings. The Parties will keep the proceedings and resulting judgment(s) and awards confidential. The award will be final and binding on the Parties and will deal with the questions of costs of the arbitration and all matters related thereto.


b.Continued Performance. Except where clearly prevented by the area in dispute, both Parties agree to continue performing their obligations under this Agreement while the dispute is being resolved under this Section 15.2, Dispute Resolution, unless and until the dispute is resolved or until this Agreement is terminated as provided in this Agreement.


c.Equitable Relief. The Parties will be entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction.


15.3Modifications, Amendments, or Waivers. No modification or amendments to the Agreement, and any Sales Orders will be valid unless made in writing signed by duly authorized representatives of the Parties. No waiver of any provision hereof will be valid unless made in a writing signed by a duly authorized representative of the Party waiving such provision.



15.4Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this Agreement and such other provisions will remain in full force and effect. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will be treated as having been amended as necessary to make it valid and enforceable.


15.5Survival. The terms, conditions and warranties contained in the Agreement that by their sense and context are intended to survive the performance thereof by either Party hereunder will so survive the completion of the performance, cancellation, or termination of the Agreement, including, without limitation, the Confidentiality, Indemnification, Limitations of Liability and the General provisions.


15.6U. S. Government End Users. For any Licensed Software licensed directly or indirectly on behalf of a unit or agency of the United States Government, this provision applies. The Licensed Software: (a) was developed at private expense and are in all respects the proprietary information of SURECAM; (b) was not developed with government funds; (c) are a trade secret of SURECAM for all purposes of the Freedom of Information Act; (d) are commercial items and thus, pursuant to Section 12.212 of the Federal Acquisition Regulations (FAR) and DFAR Supplement Section 227.7202,


Government’s use, duplication or disclosure of the Software is subject to the restrictions set forth by SURECAM.


15.7Attorneys’ Fees. In any action between the Parties to enforce any of the terms of this Agreement, the prevailing Party will be entitled to recover reasonable expenses, including reasonable attorneys’ fees (and an allocated share of in- house counsel fees).


15.8Limitations on Actions. Excluding actions based upon Infringement Claims, a breach of the Confidentiality provisions of this Agreement, no actions, regardless of form, arising from the transactions under this Agreement, may be brought by either Party more than two (2) years after the cause of action has accrued.


15.9Governing Law. This Agreement will be governed by the laws of the state of Missouri.


15.10Force Majeure. Neither party will be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected (“Force Majeure”). Subject to the Party so delaying promptly notifying the other Party in writing of the reason for the delay and the likely duration of the delay, the performance of the delaying Party’s obligations, to the extent affected by the delay, will be suspended during the period that the cause persists (provided that if performance is not resumed within sixty (60) days after that notice the non-delaying Party may by notice in writing terminate this Agreement).


15.11Notices. Any notice required or permitted to be delivered under this Agreement, except for the service of court proceedings, will be in writing and will be delivered (a) personally; (b) by special delivery post (or equivalent service offered by the postal service from time to time, or (c) on date of delivery by deposit with a recognized courier service, in each case addressed to the Parties at the address as a Party specifies in writing. If either Party notifies the other Party of a change to its address details, such notification will only be effective on the date specified in such notice or seven days after notice is given, whichever is later.















If to SURECAM:

SURECAM

 

120 S. Central Ave, Suite 1000

 

St. Louis, MO 63105


Attention: Finance Department


If to CUSTOMER: At the address set forth in the Sales Order.


15.12Promotion. The specific terms of this Agreement will be confidential. However, the existence of this Agreement and the existence of the Parties’ business relationship are not considered confidential. CUSTOMER agrees that SURECAM may use CUSTOMER’s name and logo (in a form as approved by CUSTOMER) to identify CUSTOMER in lists of customers on SURECAM’s website or marketing materials.



15.13Non-Solicitation of Employees. During the term of this Agreement and for a period of twelve (12) months following termination of this Agreement, each Party agrees that it will not, directly or indirectly, for itself or on behalf of any person or entity, solicit any employees of the other Party who had significant involvement with a Sales Order for the purpose of inducing such employees to terminate their employment to become employees or independent contractors of SURECAM or CUSTOMER, and/or its respective Affiliates, as the case may be.


15.14Entire Agreement/No Third Party Rights. The Agreement, the attached Schedules and the Sales Order constitute the entire agreement, understanding and representations, expressed or implied, between SURECAM and CUSTOMER with respect to the subject matters described herein, and supersede all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters. No term in this Agreement will be enforceable by any person other than the Parties.



SCHEDULE 1


MAINTENANCE & SUPPORT SERVICES


This Exhibit sets forth SURECAMs standard Maintenance & Support Services. The relevant services provided consist primarily of managing the operational integrity of the in-vehicle Equipment units and the hosted servers to which these report. Defined terms used in this Schedule, if not specifically defined in the Schedule, will have the meanings given to them in the Agreement.


Support


Telephone and email access to SURECAM’s support team 8.30am to 17:00 Central Time Zone, Monday through Friday excluding US Bank Holidays (“Business Hours”).


Equipment Maintenance


Subject to the exclusions set forth below, SURECAM will repair or replace purchased Equipment free of charge during the “Warranty Period” set forth in Schedule 2; leased Equipment will be repaired or replaced for the term of the lease. This will cover any unit fault except where:


Equipment is damaged as a result of misuse or abuse by anyone other than SURECAM


Equipment is modified by anyone other than SURECAM and not approved in writing by SURECAM


Mobile Network


SIM cards with appropriate data plan supplied as part of the contract with no agreement as to coverage or service beyond that supplied by the network provider.


Monitoring/Restore


Equipment: Monitoring of Equipment is primarily the responsibility of the CUSTOMER, facilitated by the provision of 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 such cases a separate SLA relating to the monitoring service will be issued.


Hosted software: Monitoring of hosted software is the responsibility of SURECAM.


Restore: In the event of a VTS Server failure, SURECAM will restore the last good backup as at the time of the last successful backup on the Server.


Contact details


Email


The support team can be contacted via email for all issues regarding system support. Requests for de/re-installation of Equipment into or out of vehicles can also be made through the Operations email address. All email must include a full description of the issue and contact details in order that technicians can respond:


Support e-mail address is: operations@surecam.com


Telephone


The help desk team can be contacted by telephone during Business Hours as follows: 1-952-225-0779.



Contacts


CUSTOMER will provide SURECAM with a list of authorized CUSTOMER contacts and their email and phone numbers within two (2) business days of execution of a Sales Order. In the event SURECAM is unable to establish contact with the CUSTOMER’s designated contact persons SURECAM reserves the right to take whatever action SURECAM deems correct at that time.


List of approved SURECAM contacts:

































Name

E-Mail/phone

Title

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


SLA Response Times*


SURECAM will use commercially reasonable efforts to respond to covered service impacting issues to a minimum level of 95% measured on a monthly basis, provided the issues are reported through the SURECAM email or telephone contact channels with the correct information requirements as follows:




























































































































































Service

Priority

Initial Response

Workaround/Time to

Target Time to provide final

 

 

Time Target*

attempt

repair *

 

 

 

OTA fix

 

Video server – Not

High

4 hours within

6 hours within

24 Hours

responsive

 

Business Hours

Business Hours

 

 

 

 

 

 

API – Not updating

High

4 hours within

6 hours within

24 Hours

 

 

working hours

working hours

 

 

 

 

 

 

Firmware – Issue

High

4 hours within Business

6 hours within Business

48 Hours

stopping the device

 

Hours

Hours

 

performing correctly

 

 

 

 

 

 

 

 

 

Camera issue – SD card

Medium

4 hours within Business

6 hours within Business

Replacement shipped same-day for

related

 

Hours

Hours

next-day delivery on reports

 

 

 

 

submitted prior to 14:00.

 

 

 

 

Reports received after that time

 

 

 

 

will be shipped next-day.

 

 

 

 

 

Camera issue –

Medium

Remote support 4 hours

Remote support 6 hours

Site visit within 72 hours

Requiring site visit.

 

within

within

 

 

 

Business Hours

Business Hours

 

* Exclusions/Limitations


The above SLA Response times are subject to the following exclusions and limitations:


a.If CUSTOMER is unable to make a vehicle available on a suggested time/date within the SLA scope the SLA Response time will be considered re-set.


b.If CUSTOMER cancels an agreed appointment within the SLA scope the SLA Response time is not applicable to a rescheduled visit.


c.Equipment damaged as a result of misuse or abuse is not covered.


d.Excused Outages, as described below, are excluded from the above SLA Response times.


e.The GSM & GPRS networks are not covered by the SLA Response times



Software Maintenance


The Service is available during Business Hours, aside from “Excused Outages” described in this Section, “Software Maintenance”. SURECAM will strive to minimize outages that may be caused by Software Maintenance. Software Maintenance performed by SURECAM will be classified as one of the following types:


a.Normal (Planned) Maintenance will occur where possible outside of Business Hours. CUSTOMER‘s technical point of contact(s) will be provided 48 hours’ prior written notice (via email) of the maintenance to be performed.


b.Urgent Maintenance will occur when a shorter notification period or alternate maintenance date is required. These windows are reserved for exceptional situations that require immediate repair to ensure Service Availability. SURECAM applies critical service packs, hot fixes or re-configurations immediately on their release. This urgency precludes the possibility of advance warning and the scheduling of related down time to coincide with times of low usage. This may incur short periods of down time for the installation, and possibly require system restarts. To the extent possible, CUSTOMER’s primary technical point of contact will be provided written (via email) or verbal notification.


Installation


CUSTOMER will install the Equipment in compliance with the SURECAM Installation Manual which can be made available on request. Special requests for installation support must be in writing to the Operations email address or by formal written notification. CUSTOMER may engage SURECAM or a third-party installer to provide installation under a separate Sales Order.


Calibration and commissioning


Prior to distribution, all units will be set current firmware with pre-defined settings at the point of manufacturer. A Database will be held by SURECAM of Device ID, Installed Registration, Project name, Project ID.


APN Routing


SURECAM will route the vehicles’ data traffic from the mobile network operator via their chosen Access Point Node (APN) to the video server through the Internet. This will be achieved using a dedicated secure M2M VPN connection.


API Data Transfer


Where an API integration has been purchased, responsibility for ensuring uninterrupted access to required data fields will be held by SURECAM. Responsibility for the use and integration of that data will remain with CUSTOMER.


Account Manager


The SURECAM account manager will be responsible for the ongoing management of the account. This will be the primary point of contact for all CUSTOMER interaction outside of routine service requests. The contact details will be detailed on the Sales Order.


The Account Manager’s duties will include but not be limited to:


Regular customer liaison.


Addressing any complaints or escalated issues.


Additional Optional Services


All services not expressly described in this Schedule or a Sales Order will be deemed as “extra services” and will be covered on separate appendix to this document. Should further services be required at any stage the Account Manager will be responsible for delivering and managing CUSTOMER requirements and expectations.



SCHEDULE 2


ADDITIONAL PROVISIONS APPLICABLE TO PURCHASED EQUIPMENT


1.Purchase Price. The purchase price for the Equipment and payment terms will be set forth in the applicable Sales Order.


2.Delivery and Acceptance. SURECAM will use commercially reasonable efforts to deliver the Equipment on the date(s) set forth in the Sales Order. Acceptance of the Equipment by the CUSTOMER will be deemed to have occurred on the date of delivery. Acceptance of the Equipment by the CUSTOMER will constitute an acknowledgement that: a) Such Equipment is in good order and condition; and b) SURECAM has made no representation or warranty, express or implied, with respect to such Equipment.


3.Limited Warranty.


a.For a period of two (2) years following delivery (“Warranty Period”), SURECAM warrants that the Equipment will conform in all material respects with its description and any applicable Specification; and be free from material defects in design, material and workmanship.


b.Subject to the conditions described in Subsection 4c, if CUSTOMER gives notice in writing to SURECAM during the Warranty Period within a reasonable time of discovery that some or all of the Equipment does not comply with the warranty set out Subsection 3a 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 defective Equipment.


c.SURECAM will not be liable for the Equipment’s failure to comply with the warranty set out in Subsection 3a as a result of any of the following events, in which case SURECAM may charge the CUSTOMER the costs of parts and labor in any such event:


i.CUSTOMER makes any further use of such Equipment after giving notice in accordance with Subsection 3b;


ii.the defect arises because CUSTOMER failed to follow SURECAM’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;


iii.the defect arises as a result of SURECAM following any drawing, design or Specification supplied by CUSTOMER;


iv.CUSTOMER alters or repairs such Equipment without the written consent of SURECAM;


v.the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or


vi.the Equipment differs from its description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.


d.Except as provided in this Section 3, SURECAM will have no liability to the CUSTOMER in respect of the Equipment’s failure to comply with the warranty beyond that set out in Subsection 3a.


e.These conditions will apply to any repaired or replacement Equipment supplied by SURECAM.


4.Customer Responsibilities.


a.The Equipment will be used solely by CUSTOMER in connection with CUSTOMER’s subscription to SURECAM’s network-connected vehicle camera proprietary tracking system Service.


b.CUSTOMER will not use, maintain, or store any Equipment improperly, carelessly, or in violation of this Agreement or any of the applicable regulatory laws or regulations of any governmental agency applicable to the use of such Equipment.


c.Equipment will be operated by competent and qualified personnel in the manner and for the use contemplated by its manufacturer and by this Agreement.


5. Installation. CUSTOMER will be responsible for installation of the Equipment in accordance with instructions provided by SURECAM unless the applicable Sales Order provides for installation by SURECAM or a third-party installer. CUSTOMER may elect to engage a third party to complete installation provided CUSTOMER remains responsible for such third party’s actions.



6.Maintenance and Repair.


a.CUSTOMER will maintain the Equipment in good mechanical condition and working order at all times and will be responsible for normal wear and tear.


b.CUSTOMER will be responsible for any repairs required due to the failure of CUSTOMER to properly operate, store, or otherwise manage the Equipment.



SCHEDULE 3


PROVISIONS APPLICABLE TO LEASE OF EQUIPMENT


The following additional terms and conditions will apply in the event CUSTOMER elects to lease Equipment from SURECAM under the Agreement and an applicable Sales Order:


1.Lease Term and Payments. SURECAM leases to CUSTOMER, and CUSTOMER leases from SURECAM, the equipment described on the applicable Sales Order upon the terms and conditions set forth in the Agreement and this Schedule 3. The lease payments and the term of the lease (“Term”) are as set forth in the Sales Order.


2.Payment. The rent for the Equipment will be payable in advance on the first day of each month, provided that the first month’s rent will be paid by CUSTOMER to SURECAM within three (3) business days of the full execution of the Sales Order.


3.Delivery and Acceptance. SURECAM will use commercially reasonable efforts to deliver the Equipment on the date(s) set forth in the Sales Order. Acceptance of the Equipment by the CUSTOMER will be deemed to have occurred on the date of delivery. Acceptance of the Equipment by the CUSTOMER will constitute an acknowledgement that: a) Such Equipment is in good order and condition; and b) SURECAM has made no representation or warranty, express or implied, with respect to such Equipment.


4.Limited Warranty.


a.SURECAM warrants that on delivery, and during the term of the Lease, the Equipment will conform in all material respects with its description and any applicable Specification; and be free from material defects in design, material and workmanship.


b.Subject to the conditions described in Subsection 4c, if CUSTOMER gives notice in writing to SURECAM during the Term of the Lease within a reasonable time of discovery that some or all of the Equipment does not comply with the warranty set out Subsection 4a 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 defective Equipment.


c.SURECAM will not be liable for the Equipment’s failure to comply with the warranty set out in Subsection 4a as a result of any of the following events, in which case SURECAM may charge the CUSTOMER the costs of parts and labor in any such event:


i.CUSTOMER makes any further use of such Equipment after giving notice in accordance with Subsection 4b;


ii.the defect arises because CUSTOMER failed to follow SURECAM’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;


iii.the defect arises as a result of SURECAM following any drawing, design or Specification supplied by CUSTOMER;


iv.CUSTOMER alters or repairs such Equipment without the written consent of SURECAM;


v.the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or


vi.the Equipment differs from its description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.


d.Except as provided in this Section 4, SURECAM will have no liability to the CUSTOMER in respect of the Equipment’s failure to comply with the warranty beyond that set out in Subsection 4a.


e.These conditions will apply to any repaired or replacement Equipment supplied by SURECAM.


5.Title to Equipment.


a.The Equipment will at all times be the sole and exclusive property of SURECAM and CUSTOMER will not have any rights or property interest therein.


b.The CUSTOMER may not assign any right or interest to the Equipment or permit any lien or encumbrance to exist on the Equipment other than liens and encumbrances placed by the SURECAM or persons claiming against the SURECAM.



c.SURECAM will be permitted to display notice of its ownership by affixing to the Equipment identifying stencil, plate, or any other indicia of ownership.


6.Use.


a.The Equipment will be used solely by CUSTOMER in connection with CUSTOMER’s subscription to SURECAM’s network-connected vehicle camera proprietary tracking system Service.


b.CUSTOMER will not use, maintain, or store any Equipment improperly, carelessly, or in violation of this Agreement or any of the applicable regulatory laws or regulations of any governmental agency applicable to the use of such Equipment.


c.Equipment will be operated by competent and qualified personnel in the manner and for the use contemplated by its manufacturer and by this Agreement.


7. Installation. CUSTOMER will be responsible for installation of the Equipment in accordance with instructions provided by SURECAM unless the applicable Sales Order provides for installation by SURECAM or a third-party . CUSTOMER may elect to engage a third party to complete installation provided CUSTOMER remains responsible for such third party’s actions.


8.Maintenance and Repair.


a.CUSTOMER will maintain the Equipment in good mechanical condition and working order at all times and will be responsible for normal wear and tear.


b.CUSTOMER will be responsible for any repairs required due to the failure of CUSTOMER to properly operate, store, or otherwise manage the Equipment.


9.Insurance.


a.CUSTOMER will, at its sole cost and expense, procure and maintain during the term of this Agreement commercial general liability insurance (including broad form contractual coverage in support of the indemnifications of SURECAM by CUSTOMER under this Agreement) in amounts of not less than $500,000 per occurrence and $500,000 annual aggregate. Such policy will name SURECAM as an additional insured.


b.While the Equipment is in the possession or control of CUSTOMER, CUSTOMER agrees, at its own cost and expense, to keep the Equipment insured to protect all interests of the SURECAM, against all risk of loss, theft, or damage from every cause whatsoever for not less than the current value of the Equipment.


c.CUSTOMER will at its sole cost and expense obtain automobile liability insurance covering the Equipment with a limit of not less than $500,000 combined single limit or equivalent thereof.


d.CUSTOMER will provide SURECAM with Certificates of Insurance evidencing the coverages required by this Section 9.


10.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. In the event of loss, theft, or damage to the Equipment in whole or in part, CUSTOMER will promptly so notify SURECAM and, at SURECAM’s option will:


a.Place Equipment in good condition and working order; or


b.Replace such Equipment with like equipment in good working condition and working order and furnish SURECAM with necessary documents to vest good and marketable title thereto in SURECAM; or


c.If the SURECAM determines that any Equipment is beyond repair, pay to the SURECAM, within thirty (30) days of such notification, an amount equal to the depreciated value of the Equipment of the date of loss, theft, destruction, or irreparable damage, but not less than the fair market value of the Equipment on that date.


11.Termination of Lease. On termination of the Lease for any reason CUSTOMER will immediately pay to SURECAM all of outstanding unpaid lease payments for the unexpired Term of the lease. CUSTOMER will promptly return all of the leased Equipment at its own expense to SURECAM.