Terms & Conditions

Effective Date: 1 July, 2024

Recitals

WHEREAS, RCS is in the business of providing surveillance equipment and related software.

WHEREAS, Customer desires to use the surveillance equipment and software offered by RCS.

WHEREAS, RCS desires to provide such surveillance equipment and software to Customer for Customer’s use, subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

a. "Client Data" means any Client's confidential information and any electronic data or information (including any personal data) submitted, provided, uploaded, transmitted, imported, displayed, or otherwise made available by Client.

b. "Equipment" means the mobile surveillance units provided by RCS, including cameras, computers, and related components.

c. "Services" means the rental of mobile surveillance units and related services provided by RCS to Client under this Agreement.

d. “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, tradename, moral rights, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Services are used or offered.

2. Term.

a. Purchase Order Term. The effective date of each Purchase Order (PO) will be the date on which the PO is mutually agreed upon by the Parties, referred to as the "PO Effective Date." In the case of a request for early termination, the Customer must provide RCS with a minimum of 30days' notice for termination consideration. However, termination may occur earlier as stipulated in this Agreement or as required by applicable laws. These terms collectively define the "PO Term," which includes both the initial term and any renewal terms of the PO.

3. Payment, Fees, and orders.

a. Fees. Customer is responsible for paying RCS the fees specified in the rental agreement and of this Agreement and each Purchase Order without any deductions or offsets ("Fees"). RCS reserves the right to adjust Fees, and any changes will be communicated to the Customer with a 30-daywritten notice.

b. PAYMENT. CUSTOMER SHALL REMIT THE FEES TO RCS WITHIN 30 DAYSUPON RECEIPT OF AN INVOICE FOR THE PROVIDED SERVICES, ALL IN US DOLLARS, ANDREGARDLESS OF ANY OTHER PAYMENT TERMS THAT THE CUSTOMER MAY BE BOUND TO. IN NOEVENT SHALL THE PAYMENT TERMS BE ADJUSTED OR MODIFIED EXCEPT AS REQUIRED BYLAW. In the event of a payment delay, and without limiting RCS's other rights and remedies: (i) RCS may apply interest on the overdue amount, calculated daily at a rate of 1.5% per month or, if lower, the maximum rate allowed by applicable law; and (ii) Customer shall reimburse RCS for any costs incurred in the collection of overdue payments or interest, which may include attorney fees, court expenses, and fees related to collection agencies. If either Customer or RCS terminates this Agreement before the Services are completed, Customer must pay RCS an amount equal to the total Fees multiplied by the percentage of Services completed as of the termination date (determined solely by RCS).

c. Suspension of Services Due to Unpaid Fees. RCS reserves the right, in addition to any other remedies available under this agreement, to halt or suspend the provision of Services if the Customer fails to remit the Fees within 30 days of the due date, until the outstanding Fees are fully settled.

4. Rental, Delivery, and Use of Equipment.

a. Equipment Rental. RCS shall provide Client with non-exclusive, non-transferable, and non-sublicensable access to and use of the Equipment during the rental term, subject to the terms and conditions of this Agreement.

b. Restrictions. Client shall not move, reposition, alter, or otherwise modify the Equipment without prior written authorization from RCS. Client shall be responsible for any costs arising from damages to the Equipment resulting from unauthorized movements or modifications.

c. Customer Responsibilities. Customer hereby agrees to cooperate with RCS as it relates to this agreement, and which may include making client’s personnel and information available as may be reasonably necessary to pervade the services and support. CUSTOMER IS SOLELY RESPONSIBLEFOR DETERMINING IF THE SERVICES PROVIDED BY RCS ARE SUFFICIENT FOR CUSTOMERSNEEDS AND PURPOSES. FURTHERMORE, CUSTOMER IS RESPONSIBLE FOR DETERMINING IF THEEQUIPMENT AND SERVICES PROVIDED BY RCS ARE SUFFICIENT FOR ANY AND ALL LEGAL ORREGULATORY REQUIREMENTS. CUSTOMER IS RESPONSIBLE FOR OBTAINING ANY ACCESSAGREEMENT OR NECESSARY PERMISSION FOR PLACEMENT OF EQUIPMENT AND BY SIGNINGTHIS AGREEMENT CUSTOMER ATTEST TO BEING AUTHORIZED TO MAKE ANY SUCHDETERMINATIONS.

d. Limited equipment and services warranty. The preceding warranty is a substitute for all other warranties, whether expressed or implied, which include but are not limited to implied warranties of merchantability or suitability for a particular purpose. The exclusive solution for any losses or damages arising from any cause shall be repair or replacement as detailed earlier. RCS WILL NOTBE RESPONSIBLE FOR ANY INDIRECT OR INCIDENTAL DAMAGES OF ANY KIND, SUCH ASPERSONAL INJURY OR PROPERTY DAMAGE, REGARDLESS OF THE CAUSE, WHETHER CLAIMED ASA RESULT OF RCS'S BREACH OF WARRANTY, CONTRACT, NEGLIGENCE, OR ANY OTHERREASON.

e. Maintenance and Access. As needed, RCS will provide ordinary maintenance and repair of covered equipment due to normal wear and tear and bear the expense thereof.

f. Loss or Damage. BY SIGNING THIS AGREEMENT, CUSTOMERHERBY ASSUMES AND SHALL BEAR THE ENTIRE RISK OF LOSS, DAMAGE, OR DESTRUCTION OFTHE EQUIPMENT WHILE THE EQUIPMENT IS IN THE CUSTOMER'S POSSESSION AND/ORCONTROL UNTIL THE EQUIPMENT IS RETURNED TO RCS. IN THE EVENT OF LOSS, DAMAGE,OR DESTRUCTION OF THE EQUIPMENT, CUSTOMER SHALL NOTIFY RCS IN WRITING AND SHALLAT THE OPTION OF RCS, (A) PLACE THE EQUIPMENT IN GOOD CONDITION AND WORKINGORDER, (B) REPLACE THE EQUIPMENT WITH LIKE EQUIPMENT IN GOOD CONDITION ANDWORKING ORDER AND TRANSFER CLEAR TITLE TO SUCH REPLACEMENT EQUIPMENT TO RCS,WHEREUPON SUCH EQUIPMENT SHALL BE SUBJECT TO THIS AGREEMENT AND BE DEEMED THEEQUIPMENT FOR PURPOSES HEREOF; OR (C) PAY TO RCS THE TOTAL COST FOR REPAIR ORREPLACEMENT OF EQUIPMENT.

g. Disclaimer. RCS BASES ITS CHARGES TO THE CUSTOMER ON THEVALUE OF THE SERVICES, SYSTEMS, AND EQUIPMENT IT PROVIDES, WITHOUT REGARD TOTHE VALUE OF THE CUSTOMER'S PROPERTY, ANY OTHER PROPERTY ON THE CUSTOMER'SPREMISES, OR ANY RISK OF LOSS ON THE CUSTOMER'S PREMISES. RCS'S SERVICES,SYSTEMS, AND EQUIPMENT ARE NOT RESPONSIBLE FOR CAUSING OR PREVENTING THE EVENTSTHEY ARE DESIGNED TO DETECT OR PREVENT. THEREFORE, RCS DOES NOT ASSUME ANY RISKRELATED TO POTENTIAL INJURY OR LOSS TO THE CUSTOMER, OTHERS, OR THEIR PROPERTYIN THE EVENT OF SUCH OCCURRENCES. THE RESPONSIBILITY FOR SUCH RISKS REMAINSWITH THE CUSTOMER, NOT RCS.

RCS IS NOT LIABLE FOR ANY LOSS, DAMAGE, OR INJURY DIRECTLY ORINDIRECTLY RESULTING FROM EVENTS OR THEIR CONSEQUENCES THAT THE SYSTEM ORSERVICES ARE INTENDED TO DETECT OR PREVENT. THE CUSTOMER RELEASES AND WAIVESALL RIGHTS, INCLUDING SUBROGATION RIGHTS, FOR ITSELF AND ITS INSURER TO RECOVERFROM RCS IN THE EVENT OF ANY CLAIMS FOR LOSS, DAMAGE, OR INJURY TO THE CUSTOMEROR ANY OTHER PERSON.

5. Video Footage and Data Protection

a. Video Recording. Client acknowledges and agrees that RCS may record and store video footage of Client's property and employees using the Equipment for the purpose of protecting the property and improving RCS's services.

b. Data Storage. Video footage will be kept on file for up to 30 days after the termination or expiration of this Agreement.

c. Sensitive Areas. Client shall inform RCS in writing before deployment if certain areas need to be censored or omitted from videorecording.

d. Responsibility. Client is solely responsible for determining whether the Services and video recording comply with legal or regulatory requirements applicable to its business.

6. Indemnification and Limitation of Liability

a. Indemnification. The customer agrees to indemnify, defend, and hold harmless RCS and its representatives from any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorney fees and costs associated with enforcing indemnification rights under this Agreement, as well as pursuing insurance providers. These costs may be incurred by an RCS Indemnitee or End User and result from any third-party claim alleging:

(a) An actual or alleged material breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by the customer or customer's personnel.

(b) Negligent or more culpable acts or omissions of the customer or its personnel (including recklessness or willful misconduct) in connection with the performance of obligations under this Agreement.

(c) Bodily injury, death of any person, or damage to real or tangible personal property caused by the acts or omissions of the customer or its personnel.

(d) Failure by the customer or its personnel to comply with any applicable laws.

(e) Infringement or misappropriation of any intellectual property rights related to or arising from the provision of the Services.

(f) Failure by the customer to obtain all necessary permissions, rights, and releases to use the likeness and image of an individual and/or the intellectual property of products or goods depicted in the Services.

b. Liability Limitation. Except for liability arising from indemnification, RCS's liability for any damages, whether direct, indirect, incidental, or consequential, shall be limited to the total fees paid by Client to RCS under this Agreement or $500, whichever is greater.

c. Force Majeure. Neither Party shall be held liable to the other Party, nor shall it be considered in violation of this Agreement, for any failure or delay in fulfilling its obligations under this Agreement (except for payment obligations), if such failure or delay is attributable to circumstances beyond the reasonable control of the Party. Such circumstances may include, but are not limited to, acts of God, floods, fires, earthquakes, epidemics, pandemics, explosions, war, terrorism, invasions, riots, civil unrest, strikes, labor stoppages, industrial disturbances, or the enactment of laws or actions taken by a governmental or public authority, including the imposition of embargoes.

7. Termination

a. Termination by RCS. RCS may terminate this Agreement on notice if:

  - Client breaches any material obligation under this Agreement;

  - Force majeure events affecting Client's performance continue for more than thirty consecutive days;

  - Equipment is unable to obtain necessary connections;

  - Equipment is unable to be safely and regularly accessed for periodic maintenance or repairs.

  - at anytime for any reason, upon 30 days notice to customer

b. Termination by Client. Client may terminate this Agreement at any time, for any reason, upon written notice equivalent to the minimum time period for this agreement, or 30 days, whichever is less.

7. Confidentiality

Both Parties agree to keep confidential information disclosed during the course of this Agreement confidential and shall not disclose such information to third parties without prior written consent.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Arizona, and any disputes shall be subject to the exclusive jurisdiction of the courts of Arizona.

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings and agreements, whether oral or written.

10. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

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Last updated: July 1, 2024