This End User Licensing Agreement ("Terms") is made between Soterix Systems, Inc. ("Provider" “our” “we”) and the individual using the Software and Products described herein as an Authorized User of a Provider Customer who has executed an agreement for Soterix Services ("Subscriber" “you”). By subscribing to or using the Provider's Services, Subscriber agrees to the following terms and conditions.

BY CLICKING THE BOX TO INDICATE ACCEPTANCE, OR OTHERWISE BY USING THE SERVICES, SUBSCRIBER (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THESE TERMS; (B) REPRESENTS THAT SUBSCRIBER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPTS THESE TERMS AND AGREES THAT SUBSCRIBER IS LEGALLY BOUND BY THESE TERMS AND THE SOTERIX PRIVACY POLICY. IF SUBSCRIBER DOES NOT AGREE TO THESE TERMS, SUBSCRIBER MUST CEASE USE OF THE SERVICES.

1. Definitions

1.1. Software: The Provider's video surveillance software, including all updates, enhancements, and modifications.

1.2. Service: means the Software, Documentation, Products and Support Services, including storage, processing, and transmission of video data, Subscriber has access to via a purchase order executed between Provider and one of its Customers.

1.3. Subscription Plan: The plan selected by the Customer that determines the fees, features, and duration of the Service.

1.4. User Data: Any data, including video recordings, provided by the Subscriber and processed through the Service.

1.5 Product(s): means the Provider’s hardware, or related tools, devices, or other tangible items provided by or on behalf of Provider to Subscriber.

1.6 Customer: means the business entity that executes an agreement with Provider for Services for Customer’s and its Authorized User’s use thereof.

1.7 Authorized User: means a Subscriber referenced herein.

1.8 Documentation: means Provider’s user manuals, handbooks, and installation guides relating to the Software or Products that Provider provides or makes available to Subscriber which describe the functionality, components, features, or requirements of the Services.

1.9 Access Credentials: means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

1.10 Action: means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

1.11 Affiliate: of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

1.12 Designated Site(s): means any of Customer's facilities set forth in the applicable purchase order which define the locations which Customer and its Authorized Users may use the Services at.

1.13 Feedback: means any, in any form or medium, information, material, concept, idea, subject matter, invention, improvement, discovery, method, development, works, derivative, enhancement, modification, or similar of Provider’s Services received, derived, created, made, conceived, or reduced to practice, directly or indirectly, from Subscriber’s use thereof.

1.14 Intellectual Property Rights: means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.15 Law(s): means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

1.16 Losses: means all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

1.17 Open-Source Components: means any software component that is subject to any open source license agreement, including any software available under the Linux open source operating system or software licenses, or any other license that is approved by the Open Source Initiative.

1.18 Permitted Use: means use of the Services in accordance with these Terms in the ordinary course of internal business operations.

1.19 Person: means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

1.20 Soterix Materials: means the Services, Documentation, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any subcontractor thereof in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt, Soterix Materials include Resultant Data and any information, data, or other content derived from Provider’ s monitoring of your access to or use of the Services, but do not include User Data.

1.21 Soterix Provider: means a permitted Provider-designated reseller of the Services to provide a Customer and its Authorized Users access to and use of the Services.

1.22 Representatives: means with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, and legal advisors.

1.23 Resultant Data: means data and information related to your use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.24 Third-Party Materials: means materials, products, and information, in any form or medium, that are not proprietary to Provider, including any third-party: (a) documents, data, content or specifications; (b) Open Source Components or other software, hardware or other products, facilities, equipment or devices; and (c) accessories, components, parts or features of any of the foregoing.

2. License Grant and Usage

2.1. License: Subject to the applicable Customer’s compliance with its terms with Provider, or the applicable Soterix Provider, and their payment for Services, Provider grants Subscriber a non-exclusive, non-transferable, non-sublicensable, limited license to use the Services for the duration of the Subscription Plan, solely for the Permitted Use.

2.2. Restrictions: Subscriber may not, and shall not permit any other Person to:

(a) copy the Services, in whole or in part;

(b) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any Services;

(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party;

(d) reverse engineer, disassemble, decompile, decode, or adapt the Services, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;

(e) bypass or breach any security device or protection used for or contained in the Services;

(f) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the Services;

(g) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any Laws;

(h) use the Services for purposes of: (i) benchmarking or competitive analysis of the Services; (ii) developing, using, or providing a competing software, product, or service; or (iii) any other purpose that is to Provider’s detriment or commercial disadvantage;

(i) use the Services in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or

(j) use (i) the Services other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement; (ii) any Open-Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open Source License; or (iii) any Third-Party Materials in violation of any applicable third-party provider terms and conditions.

Provider may, directly or indirectly, suspend, terminate, or otherwise deny your access to or use of all or any part of the Services or Soterix Materials, without incurring any resulting obligation or liability, if: (x) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (y) Provider believes, in its reasonable discretion, that: (i) you have accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under these Terms or in any manner that does not comply with any instruction or requirement of the Documentation; (ii) you are, or have been, or are likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) these Terms or the agreement with the Customer applicable to your access expires or is terminated. This Section 2 does not limit any of Provider's other rights or remedies, whether available at law, in equity, or under these Terms.

2.3 Access Credentials: You are solely responsible for maintaining the confidentiality of your account and the Access Credentials associated therewith, and for restricting access to your devices and you hereby agree to accept responsibility for all activities, charges, and damages that occur under your account. If you discover any unauthorized use of your account, or other known account-related security breach, you must report it Provider immediately. You agree that you are responsible for anything that happens through your account, device, or systems owned or controlled by you or otherwise in your possession until you close your account or prove that your account security was compromised due to no fault of your own. Provider cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

2.4 Product Use: All access to the Products are subject to your access to the Products via the Customer contracted with Provider, or the applicable Soterix Provider.

2.5 Modifications: Provider may, at its sole discretion, change these Terms, including the Provider Privacy Policy, from time to time. If changes occur, we will provide an updated version available on the Provider website. Updated versions will never apply retroactively and will give the date they go into effect. We recommend that you check the Terms and Privacy Policy periodically for changes. Your continued use of the Services following the posting of any changes to the Terms means you accept those new terms. Additionally, Provider reserves the right to modify, suspend, or discontinue the Services, whether temporarily or permanently at any time for any reason. You agree that Provider shall not be liable to you for any modification, suspension, or discontinuation of the Services. Some modifications may require updates to Service in order to continue to use the Services. Provider may also impose limits on certain features and services, restrict your access to parts or all of the Services, and suspend or terminate users without notice or liability.

3. Subscription and Fees

3.1. Subscription Plans: Your use of and access to the Services is subject to recipe of payment for our Services by the Customer your access to the Services is associated with.

4. Term and Termination

4.1. Term: This Agreement commences on the date of acceptance and continues until terminated by either party.

4.2. Termination by Provider: Provider may terminate this Agreement immediately and without notice if expressly permitted by these Terms, if Subscriber breaches any term of these Terms, or if the agreement with an applicable Customer terminates or otherwise expires.

4.3. Effect of Termination: Upon termination, Subscriber will cease all use of the Services and destroy all copies of the Software. All recorded video and metadata will also be lost upon termination. The terms of Sections 2.2, this section 4.3, 5, 6, 9, 10, and 11 shall survive the termination of these Terms.

5. Intellectual Property

5.1. Ownership: Except for the purchase of the Products, nothing in these Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Software, Soterix Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Software, Documentation, the Soterix Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials. By use of the Services, you hereby unconditionally and irrevocably assign to Provider, your entire right, title, and interest in and to any Intellectual Property Rights that you may now or hereafter have in or relating to the Software, Feedback, Resultant Data, Documentation, or Services (including any rights in derivative works or patent improvements relating to either of them, but excluding the Products), whether held or acquired by operation of law, contract, assignment or otherwise.

5.2. User Data: Subscriber retains ownership of all User Data. Subscriber grants Provider a limited license to use, store, and process User Data as necessary to provide the Service.

5.3. Open-Source Licenses: The Software includes Open-Source Components through various licenses (each, an "Open-Source License"). Any use of the Open-Source Components may require you to agree to the terms and conditions of the applicable Open-Source License(s).

6. Confidentiality

6.1. Confidential Information: Both parties agree to keep confidential all information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential (“Confidential Information”). For the avoidance of doubt, all Services are the Confidential Information of Provider.

6.2. Exceptions: Confidential Information does not include information that the receiving party can demonstrate by written or other documentary records: (a) was rightfully known to the receiving party without restriction on use or disclosure prior to such information being disclosed or made available to the receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the receiving party's or any of its representatives' noncompliance with these Terms; (c) was or is received by the receiving party on a non-confidential basis from a third party that, to the receiving party's knowledge after due inquiry, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the receiving party can demonstrate by written or other documentary records was or is independently developed by the receiving party without reference to or use of any Confidential Information.

7. Data Privacy and Security

7.1. Compliance: Provider will comply with all applicable data privacy laws and regulations.

7.2. Security Measures: Provider will implement reasonable security measures to protect User Data against unauthorized access, disclosure, alteration, or destruction. You agree that you will take all reasonable measures to keep your devices, systems, and premises which you utilize the Services on or through free from harm, damage, illegal access, or anything else which may negatively affect Provider.

8. Warranties and Disclaimers

8.1. Warranties: Provider warrants that the Software will perform substantially in accordance with the documentation provided. Provider makes no warranties related to the Products except for those specified in Provider’s Documentation and the agreement with the Customer by which your permitted access to the Products relates.

8.2. Disclaimers: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1, ALL SERVICES AND SOTERIX MATERIALS ARE PROVIDED "AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR SOTERIX MATERIALS, OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS AND OPEN-SOURCE COMPONENTS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS OR OPEN-SOURCE COMPONENTS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS OR OPEN SOURCE COMPONENTS, AS APPLICABLE.

9. Limitation of Liability

9.1. Exclusion of Damages: In no event will Provider be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement.

9.2. Liability Cap: Provider's total liability under this Agreement will not exceed the amount paid or payable by Subscriber for the Service during the 12 months preceding the claim.

10. Indemnification

10.1. By Subscriber: Subscriber agrees to indemnify, defend, and hold harmless Provider, its Affiliates, and its and their officers, directors, employees, contractors, suppliers, agents, advisors and assigns from any and all Losses arising out of or resulting from any and all Actions (brought by a third party or otherwise) arising out of or relating to Subscriber's use or misuse of the Services or breach of these Terms.

11. General Provisions

11.1. Governing Law: This Agreement will be governed by and construed in accordance with the laws of the state of Texas without giving effect to any choice or conflict of law provisions.

11.2. Venue: Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal or state courts located in Dallas County Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

11.3. Entire Agreement: These Terms constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

11.4. Amendments: Provider may amend these by providing notice to Subscriber. Continued use of the Service after such notice will constitute acceptance of the amended Terms.

11.5. Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in effect.

11.6. Assignment: Subscriber may not assign, in whole or in part, these Terms without Provider's prior written consent.

11.7 Relationship of the Parties: the relationship between the parties is that of independent contractors, and nothing contained herein will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party shall have the authority to bind the other in any manner whatsoever.

11.8 Notices: All notices hereunder to Subscriber will be provided to the email associated with Subscriber’s account, and to Provider will be to the contact information provided below. Notices are effectively given when sent by email with confirmation of transmission, if sent during addressee’s normal business hours, and if sent outside of the addressee’s normal business hours, the next business day.

FOR MORE INFORMATION:

Visit our website at www.soterixsystems.com

Email us at support@soterixsystems.com

Call us at +1-254-246-4331

Note: This document is provided for information purposes and is subject to change without notice.