Terms and Conditions

1.DEFINITIONS.

Capitalized terms used in this Agreement have the meanings set forth in Appendix 1 (Definitions), whether used in the singular or plural form as appropriate.

2.EQUIPMENT SUBJECT TO LEASE; OWNERSHIP.

(a)Lease of Equipment. VigilanteX shall lease to Customer the Equipment identified in the applicable Ordering Document, subject to the terms and conditions of this Agreement. No rights are granted to Customer except those expressly stated in this Agreement.

(b)Ownership; UCC Filings. VigilanteX owns the Equipment at all times. This Agreement and each Ordering Document are a true lease and not a sale or financing, and no Ordering Document, purchase order, invoice, payment, or course of dealing gives Customer any interest in the Equipment except the right to use it under this Agreement. Customer shall keep the Equipment free of all liens, levies, and legal process, shall not sell, pledge, encumber, or affix it to real property, and shall promptly notify VigilanteX of any claim against it. Customer authorizes VigilanteX and its financing parties to file precautionary UCC financing statements describing the Equipment. If any Ordering Document is determined to create a security interest, Customer grants VigilanteX a first-priority security interest in the Equipment and its proceeds to secure Customer’s obligations. TO THE EXTENT PERMITTED BY LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES OF A LESSEE UNDER A.R.S. §§ 47-2A508 THROUGH 47-2A522.

(c)Software, Access Rights, and Updates. VigilanteX grants Customer a limited, non-exclusive, non-transferable right to use the software, firmware, hosted access, portals, dashboards, applications, and related technology made available with the Equipment, solely for Customer’s internal business use within the United States during the applicable term and only as necessary to use the Equipment and Services as permitted under this Agreement. VigilanteX may develop, install, or require updates, patches, enhancements, security fixes, or other changes to the Equipment, software, firmware, or Services at any time, including automatically and without further notice or consent, and Customer consents to such installation. Customer shall permit any update VigilanteX requires to continue using the Equipment or Services and shall cooperate with any required maintenance or configuration change.

3.TERM; RENEWAL; INSPECTION RIGHTS.

(a)Agreement Term; Ordering Document Term and Renewal. This Agreement takes effect on the Effective Date, remains in effect until the expiration or termination of the last Ordering Document in effect under it, and governs every Ordering Document entered into under it, whether now or in the future. The initial term applicable to leasing any Equipment or Services (the “Initial Term”) is the period stated in the applicable Ordering Document. Upon expiration of the Initial Term, the applicable Ordering Document will automatically renew for successive renewal terms, each equal in length to the Initial Term, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal-term pricing is subject to Section 4(e).

(b)Effect of Termination. On expiration or termination, Customer will immediately stop using the Services, pay all outstanding fees and any other charges stated in the applicable Ordering Document, cooperate in Equipment recovery, and return all Equipment as required.

(c)Inspection Rights. VigilanteX may inspect, service, maintain, repair, retrieve, or replace the Equipment during normal business hours upon reasonable notice or at any time in the event of emergency, default, suspected tampering, safety issue, loss event, or threatened impairment of the Equipment.

(d)Early Termination. Customer may terminate an Ordering Document before the end of its then-current term only if the applicable Ordering Document expressly permits early termination. To do so, Customer must give the required written notice and pay all outstanding fees and any early termination charges stated in the applicable Ordering Document. A termination properly made under this Section is not a breach or default.

(e)Termination for Default. If VigilanteX terminates this Agreement or an Ordering Document because of Customer’s uncured default, or if Customer terminates or abandons an Ordering Document other than as permitted by Section 3(d), Customer shall pay, within ten (10) days after written demand: (i) all outstanding fees and other charges; (ii) the early termination charges stated in the applicable Ordering Document or, if none are stated, all Recurring Fees for the remainder of the then-current term, excluding any amounts VigilanteX would otherwise remit to a Third-Party Service provider, which the Parties agree are liquidated damages and a reasonable estimate of VigilanteX’s damages, and not a penalty; and (iii) the costs recoverable under Section 24(d). VigilanteX’s other remedies under Section 24 also apply, subject to Section 24(e).

(f)Survival. Any provision of this Agreement or an Ordering Document that by its nature is intended to survive expiration or termination will survive, including provisions concerning payment of accrued amounts, ownership, recovery, and return of Equipment, risk of loss, insurance, Customer Data, VigilanteX Data, confidentiality, intellectual property, disclaimers, indemnification, limitations and exclusions of liability, remedies, assignment to financing parties, and dispute resolution.

4.FEES, PAYMENT, AND ADDITIONAL CHARGES.

(a)Fees and Taxes. Customer will pay all fees set forth in this Agreement and each Ordering Document, together with any sales, use, lease, excise, transaction, and similar taxes required.

(b)Invoices and Payment. Recurring fees are invoiced monthly in advance. VigilanteX will issue each recurring invoice on or about the fifth (5th) day of the month to which it relates. Each invoice will reference the applicable Ordering Document and any purchase order number Customer provides in advance. Purchase orders are for Customer’s internal administrative purposes only and do not modify this Agreement. Invoices are due within thirty (30) days after the invoice date. Late amounts accrue interest or late charges as stated in the applicable Ordering Document, not to exceed the maximum amount permitted by law. Customer shall also pay all costs of collecting any overdue amount, including reasonable attorneys’ fees, collection agency fees, and court and arbitration costs, whether or not a lawsuit or arbitration is commenced.

(c)Fee Commencement; Proration. Recurring Fees begin on the Deployment Date. Fees for the first partial month are prorated from the Deployment Date through the end of that month and billed on the first invoice. After that, Recurring Fees are billed for each full calendar month.

(d)Deployment Fees and Other Amounts. Deployment Fees, freight, and other upfront amounts stated in the applicable Ordering Document are due on the Deployment Date and are non-refundable.

(e)Fee Adjustments. On each anniversary of the Deployment Date during the Initial Term, VigilanteX may increase Recurring Fees by up to five percent (5%), or by such other amount as stated in the applicable Ordering Document, on at least thirty (30) days’ prior written notice. After the Initial Term, VigilanteX may adjust fees with at least thirty (30) days’ prior written notice of the adjusted amount before it takes effect. Customer’s continued use of the Equipment or Services after the effective date of any increase or adjustment constitutes Customer’s acceptance of the adjusted fees. This does not limit pass-through of taxes or documented Third-Party Services, out-of-pocket, or other charges attributable to Customer, a Project Site, or an Ordering Document.

(f)No Pay-When-Paid; No Setoff; Invoice Disputes. Customer’s payment obligations are absolute, independent, and unconditional, and are not conditioned on payment by any third party. Customer may not withhold, offset, or reduce amounts due because of any third-party dispute, purchase-order requirement, security outcome, or amount allegedly owed by VigilanteX, except charges subject to a good-faith dispute identified in writing, with reasonable detail, within ten (10) days after invoice receipt. Any invoice not timely disputed is deemed accepted. Customer must pay all undisputed amounts when due and, if the dispute is resolved in VigilanteX’s favor, the disputed amount plus interest within ten (10) days after resolution.

(g)Suspension; Non-Payment Remedies. VigilanteX may suspend Service access, the transmission of alerts to any Monitoring Center, other Services, or further deployments for overdue undisputed amounts, security or legal risk, unsafe conditions, misuse, or material breach. For non-payment of undisputed amounts, VigilanteX may also exercise any other remedy provided in this Agreement. Suspension does not waive payment obligations, create any service credit, refund, offset, or termination right, or extend any term, and all fees, including Recurring Fees, continue to accrue during suspension.

(h)Payment Methods. Unless the Ordering Document states otherwise, Customer shall set up and maintain ACH payment to the account VigilanteX designates and shall pay all amounts by ACH. VigilanteX may, in its sole discretion, accept wire, check, or credit card. If Customer pays by credit card, Customer authorizes VigilanteX to charge the card for all amounts as they become due and to pass through any processing, convenience, or surcharge fees permitted by law. Customer is responsible for its own bank and processing fees, and payment is not deemed made until VigilanteX receives immediately available funds. VigilanteX’s acceptance of any partial payment, or any payment marked paid in full, does not waive any amounts due or any of VigilanteX’s rights or remedies. Returned payments incur any returned-payment fee stated in the applicable Ordering Document.

5.THIRD-PARTY CONNECTIVITY; DATA USAGE.

(a)Third-Party Services. Customer acknowledges that Third-Party Services may include, without limitation, Starlink, cellular networks, internet service providers, hosting providers, alert platforms, video-management systems, monitoring-center services, mapping tools, storage providers, telecommunications carriers, and other third-party systems or vendors. Third-Party Services are subject to the applicable provider’s terms and conditions, coverage limitations, outages, acceptable use policies, data limits, and service restrictions, as updated from time to time. Third-Party Services include the video-management, analytics, and artificial-intelligence platform through which the Services are delivered. Customer shall comply, and shall cause its Users to comply, with the use restrictions of each Third-Party Service provider that VigilanteX makes available to Customer, and a breach of those restrictions by Customer or any User is a material breach of this Agreement. VigilanteX may change, replace, add, or discontinue any Third-Party Service, including that platform, at any time, and VigilanteX has no obligation to migrate Customer Data from one provider to another.

(b)Data Usage. Monthly service includes data usage consistent with the underlying service plan selected by VigilanteX for the applicable Equipment. If the data allotment associated with the applicable service plan is exceeded during a billing cycle, additional data blocks may be automatically purchased to maintain service continuity, and Customer shall pay for any such additional data blocks at the rate stated in the applicable Ordering Document. If any Third-Party Service provider increases its charges for the connectivity or data services used with the Equipment, VigilanteX may pass the increase through to Customer on at least thirty (30) days’ written notice.

(c)Third-Party Integrations. If Customer or any third party integrates, combines, configures, or uses the Equipment or Services with or through any system, software, hardware, network, or service not provided by VigilanteX, the resulting integrated system is not provided, supported, monitored, or warranted by VigilanteX, and VigilanteX has no responsibility or liability for its operation, performance, security, data, or alerts unless VigilanteX expressly agrees otherwise in a signed writing.

6.SUBLETTING; ASSIGNMENT; RESPONSIBILITY FOR USERS; ESTOPPEL.

(a)Assignment. Customer may not assign, delegate, sublease, or otherwise transfer this Agreement, any Ordering Document, or any Equipment, in whole or in part, whether voluntarily, by operation of law, merger, change of control, or otherwise, without VigilanteX’s prior written consent. A change of control of Customer is deemed a transfer requiring VigilanteX’s consent. Any assignment by Customer to which VigilanteX consents does not release Customer from its obligations unless VigilanteX agrees otherwise in writing. VigilanteX may, without Customer’s consent: (i) assign or transfer this Agreement or any Ordering Document, in whole or in part, to any Affiliate, to any successor in connection with a merger, reorganization, sale of stock, change of control, or sale of all or substantially all of the assets or business to which this Agreement relates, or to any purchaser or transferee of all or any part of the Equipment fleet, any Ordering Documents, or any amounts or receivables payable under this Agreement; and (ii) collaterally assign, pledge, or grant a security interest in this Agreement, any Ordering Document, the Equipment and fleet (as applicable), and all amounts and receivables payable hereunder, to its lenders, fleet financiers, or other financing parties, and any such assignee or financing party may exercise VigilanteX’s rights under this Agreement. If directed in writing by VigilanteX or any such assignee or financing party, Customer shall make payments to the party so designated. Customer shall not assert against any assignee or financing party any defense, setoff, or counterclaim that Customer may have against VigilanteX. Any assignment or transfer in violation of this Section is void.

(b)Responsibility for Users. Customer is responsible for all acts and omissions of its Users and any person who accesses, operates, views, moves, relies on, or uses the Equipment, Customer Data, alerts, or Services through Customer or at Customer’s direction. Customer must not allow any person other than a User to use, operate, move, modify, access, or control the Equipment.

(c)No Unauthorized Representations, Commitments, or Marketing. Customer shall not, and shall not permit any User to, make any representation, warranty, guarantee, or commitment to any third party regarding the Equipment, Services, System Outputs, or VigilanteX, including any representation regarding monitoring, detection, response, or security outcomes, or use VigilanteX’s name, logos, or trademarks in any marketing or other materials, without VigilanteX’s prior written consent.

(d)Estoppel Certificates. Within ten (10) days after VigilanteX’s written request, Customer shall sign and deliver to VigilanteX, or to any actual or prospective lender, financing party, assignee, or acquirer VigilanteX designates, a certificate confirming the Ordering Documents in effect, the fees and term under each, the date through which fees have been paid, that there is no default by VigilanteX or describing any claimed default, and any other factual information reasonably requested. If Customer fails to deliver the certificate within that period, the statements in VigilanteX’s request are deemed confirmed by Customer and may be relied on by each recipient.

7.AGREEMENT; ORDERS AND ADDITIONAL EQUIPMENT.

(a)Additional Equipment and Services. Additional Equipment, Services, locations, deployments, or other mutually agreed changes may be added pursuant to an Ordering Document issued under this Agreement; provided that all such additional Equipment and Services remain subject to and governed exclusively by the terms and conditions of this Agreement.

(b)Customer Documents Rejected. This Agreement and each Ordering Document are the only terms that govern the Equipment and Services. “Customer Document” means any purchase order, subcontract, master subcontract or service agreement, vendor or supplier agreement, work or change order, prime contract or flow-down, project manual, portal, onboarding, or click-through terms, pay-application certification, site or safety acknowledgment, or other document issued or required by Customer or anyone in Customer’s contracting chain, whether signed, accepted, or issued before or after this Agreement or any Ordering Document. An Ordering Document is VigilanteX’s own form, bearing VigilanteX’s name and logo or issued through the Services, and is never a Customer Document, even if Customer signs it or adds a purchase order number. Any terms Customer adds to or attaches to an Ordering Document are Customer Documents unless VigilanteX’s Authorized Representative expressly accepts them in writing. VigilanteX is an equipment lessor and technology provider, performs no construction work, and is not a subcontractor, and no Customer Document makes it one. Any Customer Document that VigilanteX signs or accepts is for Customer’s administrative and payment purposes only, and its purchase order number and billing instructions apply to invoicing only. Equipment, Project Site, and scope are governed solely by the Ordering Document. Every additional, different, or inconsistent term of a Customer Document, including indemnity (including for personal injury, death, or property damage), defense, insurance, bonding, lien-waiver, retainage, prevailing-wage, safety-program, liability, damages, back-charge, set-off, flow-down, and integration terms, is rejected and does not bind VigilanteX. VigilanteX’s signature, performance, delivery, invoicing, acceptance of payment, portal registration, compliance with site-access or safety rules, or failure to object is not acceptance of any such term or a waiver. If a Customer Document is nonetheless found to bind VigilanteX, this Agreement controls over any conflicting term and Section 21 applies to every claim under it. Except as Section 26(b) allows for Ordering Documents, this Agreement may be amended only by a separate written amendment that identifies this Agreement by title and version, identifies each Section changed, states the agreed change, and is signed by VigilanteX’s Authorized Representative and an authorized representative of Customer. No other VigilanteX personnel may bind VigilanteX to any Customer Document or amendment. This Section survives termination. THIS AGREEMENT CONTROLS OVER EVERY CUSTOMER DOCUMENT, WHETHER SIGNED BEFORE OR AFTER THIS AGREEMENT, INCLUDING ANY CUSTOMER DOCUMENT THAT STATES IT SUPERSEDES THIS AGREEMENT.

8.DELIVERY, STANDARD SETUP, AND SITE CONDITIONS.

(a)Delivery. VigilanteX shall deliver the Equipment to the Project Site on the date mutually agreed by the Parties and use commercially reasonable efforts to accommodate Customer’s schedule.

(b)Standard Setup. Delivery includes physical drop-off or placement of the Equipment at Customer’s designated location and standard setup necessary to place the Equipment into basic operating condition. Standard setup does not include site preparation, trenching, hardwiring, permanent installation, mounting, network integration, traffic control, guard services, construction work, permitting, electrical work, civil work, site restoration, repair, remediation, cleanup, grading, debris removal, or other site work.

(c)Access and Delays. Customer shall provide safe, lawful, and timely access to the Project Site for delivery and setup. If delivery or setup is delayed by site inaccessibility, unsafe conditions, failure to provide required contacts or instructions, or any condition outside VigilanteX’s reasonable control, delivery will be rescheduled for the period reasonably required, and any re-deployment or additional delivery charges stated in the applicable Ordering Document will apply.

(d)Site Conditions and Basic Care. Customer shall maintain site conditions suitable for placement, access, visibility, solar charging, connectivity, stability, and safe operation of the Equipment; protect the Equipment from damage and tampering; keep solar panels reasonably clear of snow, ice, debris, and obstruction, where applicable; maintain safe access; and promptly report service issues. Customer shall not deploy Equipment in fire lanes, restricted areas, unsafe areas, unstable ground, obstructed locations, or areas where operation would violate law, site rules, or governmental requirements. Any service interruption caused by Customer’s failure to satisfy these obligations does not relieve Customer of its payment obligations.

(e)Project Site Changes. Customer shall notify VigilanteX in writing before any change in Project Site layout, construction phase, access, grading, structures, or other conditions that may affect the placement, visibility, power, connectivity, stability, or safe operation of the Equipment. Any repositioning or relocation required because of such changes must be approved and performed under Section 12, and Customer shall pay the associated charges stated in the applicable Ordering Document or, if none are stated, VigilanteX’s then-current rates. Service limitations caused by Project Site changes are Excluded Causes and do not relieve Customer of its payment obligations.

9.INSPECTION AND ACCEPTANCE.

Upon delivery and completion of standard setup, Customer shall promptly inspect the Equipment. Any readily apparent discrepancy in quantity, Equipment identity, or configuration from the applicable Ordering Document must be reported to VigilanteX in writing within five (5) days after delivery. If VigilanteX does not receive timely written notice, the Equipment will be deemed accepted.

10.CUSTODY, CONTROL, RISK OF LOSS, AND CARE.

(a)Transfer of Custody and Control. Effective upon completion of delivery and standard setup, the Equipment shall be deemed to be in Customer’s possession, custody, and control until the Equipment is retrieved by VigilanteX or otherwise returned to VigilanteX’s possession. During that period, Customer is responsible for the Equipment’s custody, care, safekeeping, security, storage, authorized operation and use, site conditions, and access control, in accordance with this Agreement.

(b)Risk of Loss. During the period described in Section 10(a), Customer assumes all risk of loss, theft, vandalism, damage, destruction, casualty, misuse, impairment, confiscation, seizure, third-party acts, and any other loss or damage to the Equipment from any cause whatsoever while the Equipment is in Customer’s possession, custody, control, use, or relocation. If any Equipment is lost, stolen, seized, destroyed, or damaged beyond economical repair, Customer shall pay VigilanteX, within thirty (30) days after written demand, the full replacement value of the Equipment plus taxes, freight, configuration, deployment, and related replacement costs, and Recurring Fees continue to accrue until such payment is received. Customer’s payment obligation is not conditioned on, delayed by, or reduced by any insurance claim, adjustment, denial, deductible, or payment timing. Payment of replacement value does not transfer title to any damaged, lost, stolen, seized, destroyed, or subsequently recovered Equipment unless VigilanteX expressly agrees otherwise in writing.

(c)Return Condition. Customer shall return the Equipment in the same condition as received, ordinary wear and tear excepted. Customer shall promptly notify VigilanteX of any loss, theft, vandalism, damage, seizure, tampering, destruction, malfunction, unsafe condition, or threatened third-party claim involving the Equipment.

11.INSURANCE.

(a)Required Coverage. Customer shall, at its sole cost and expense, procure and maintain throughout the applicable Ordering Document term the following insurance coverages: (i) Commercial General Liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate; (ii) Commercial Auto Liability insurance with limits of not less than One Million Dollars ($1,000,000) combined single limit if Customer transports, moves, tows, relocates, or uses any vehicle in connection with the Equipment; (iii) Workers’ Compensation insurance as required by applicable law; and (iv) Inland Marine, Equipment Floater, or equivalent property coverage covering the Equipment at its full replacement value while in Customer’s possession, custody, control, storage, use, relocation, or transit, and any additional insurance appropriate for Customer’s Project Site, operations, security risks, and response obligations. Required liability policies shall be written on an occurrence basis where commercially available. All required policies shall be issued by insurers licensed in the applicable jurisdiction and rated not less than A- VIII by A.M. Best or otherwise reasonably acceptable to VigilanteX. Each policy or endorsement shall provide the maximum advance notice of cancellation, non-renewal, or material reduction in coverage commercially available, and Customer shall notify VigilanteX immediately upon learning of any such event.

(b)Additional Insured; Loss Payee; Waiver. To the extent applicable and available under the relevant policy form, Customer’s policies shall name VigilanteX as an additional insured on a primary and non-contributory basis for liability coverage, name VigilanteX as loss payee for Equipment property coverage, and include a waiver of subrogation in favor of VigilanteX and its members, managers, officers, directors, employees, agents, successors, and assigns.

(c)Customer Waiver of Recovery. Customer waives, and shall cause its insurers to waive, all rights of recovery, contribution, and subrogation against VigilanteX and its Affiliates, members, managers, officers, directors, employees, agents, successors, and assigns for any loss, damage, claim, liability, or expense to the extent covered by insurance or required to be insured under this Agreement or any Ordering Document, regardless of any deductible, self-insured retention, exclusion, coverage limitation, insurer insolvency, failure to collect proceeds, or whether insurance proceeds are actually paid.

(d)Evidence of Coverage. Before deployment and upon request, Customer shall provide certificates of insurance and endorsements reasonably evidencing the required coverage. Customer’s insurance, waiver, risk-allocation, indemnity, and payment obligations remain effective even if certificates of insurance or endorsements are not received, not issued, incomplete, defective, noncompliant, inaccurate, or fail to reflect or include any required additional insured, loss payee, primary and non-contributory, or waiver of subrogation endorsement.

(e)Contractual Liability. Customer’s Commercial General Liability policy shall include contractual liability coverage that treats Customer’s indemnity obligations under Section 20(a) as an insured contract. Required limits are minimums and do not limit Customer’s liability or indemnity obligations.

12.EQUIPMENT MOVEMENT AND RELOCATION RESTRICTIONS. NO TOWING WITHOUT AUTHORIZATION.

(a)Approved Relocation Only. The Equipment shall not be moved, relocated, transported, towed, transferred, stored off-site, or used outside its approved location unless authorized in writing by VigilanteX. Any approved relocation must remain within the approved Project Site boundaries and be performed only by a vendor authorized and approved by VigilanteX. Any relocation outside the approved Project Site boundaries, on public roads, or for transportation purposes is prohibited unless expressly authorized in writing by VigilanteX. Any unauthorized relocation or use constitutes a material breach and may result in immediate suspension of Services and retrieval of the Equipment. Customer assumes all risk of loss, damage, service interruption, injury, third-party claims, costs, and liability arising from or relating to any unauthorized movement.

(b)No Movement Without Prior Written Approval; Advance Notice of Relocation. NO RELOCATION OR MOVEMENT OF THE EQUIPMENT IS ALLOWED UNDER ANY CIRCUMSTANCES WITHOUT VIGILANTEX’S PRIOR WRITTEN APPROVAL. Customer must provide VigilanteX with at least seventy-two (72) hours’ prior written notice of any proposed relocation, including the destination, designated contact person, and reason for the relocation. Customer shall not authorize, direct, or permit any User, carrier, logistics provider, lienholder, municipality, or other third party to tow, move, or relocate any Equipment except in accordance with VigilanteX’s approved relocation process.

13.MAINTENANCE AND REPAIR.

(a)VigilanteX Maintenance. VigilanteX will use commercially reasonable efforts to maintain the Equipment in operating condition, ordinary wear and tear excepted, subject to site access, Third-Party Services, Force Majeure Events, weather, misuse, damage, vandalism, theft, and Customer’s compliance with this Agreement.

(b)Prohibited Interference. Customer shall not engage in or permit any Prohibited Interference. Any Prohibited Interference voids any applicable VigilanteX service obligations for the affected Equipment, constitutes a material breach, makes Customer responsible for all resulting costs and damages, and may result in immediate suspension of Services, termination, and retrieval of the Equipment.

14.PICKUP AND RETURN.

(a)Pickup Scheduling. For a scheduled expiration or nonrenewal, Customer shall provide VigilanteX at least thirty (30) days’ prior written notice to schedule pickup unless a different period is stated in the applicable Ordering Document. Following any earlier termination, Customer shall promptly cooperate with pickup. After coordinating with Customer, VigilanteX may establish a reasonable Retrieval Date, provided the Equipment is accessible and in a safe, ready-for-transport condition.

(b)Site Access and Preparation. Customer shall prepare the Equipment and Project Site for pickup, including clearing access routes, providing necessary access, ensuring the Equipment is safely accessible, and complying with applicable site requirements. As provided in Section 8(b), VigilanteX has no responsibility for site restoration or other site work before, during, or after pickup.

(c)Failed Pickup. If VigilanteX is unable to retrieve Equipment because Customer fails to provide access or because of unsafe site conditions, blocked access routes, missing approvals, or other conditions within Customer’s control, Recurring Fees continue to accrue, and Customer shall pay VigilanteX’s reasonable remobilization, standby, transportation, storage, and recovery costs until the Equipment is actually retrieved. A failed pickup does not constitute VigilanteX’s acceptance of a return or terminate Customer’s continuing obligations.

(d)Holdover. If Customer retains any Equipment after the expiration or termination of the applicable Ordering Document, other than because of VigilanteX’s failure to retrieve Equipment that is accessible and ready for pickup, Recurring Fees for that Equipment, excluding any amounts VigilanteX would otherwise remit to a Third-Party Service provider, continue to accrue at one hundred twenty-five percent (125%) of the rate in effect immediately before expiration or termination until the Equipment is returned to VigilanteX’s possession. This rate applies in place of the Recurring Fees otherwise accruing under Section 14(c), and Customer remains responsible for the other costs stated in Section 14(c).

15.MONITORING EQUIPMENT; CUSTOMER DATA AND VIGILANTEX DATA; COMPLIANCE.

(a)Customer Data. As between the Parties, Customer owns Customer Data. During the applicable term, Customer grants VigilanteX and its Affiliates and service providers a non-exclusive, worldwide, royalty-free license to access, use, host, transmit, process, store, modify, disclose, and otherwise handle Customer Data as reasonably necessary to provide, support, secure, administer, and bill for the Equipment and Services, exercise VigilanteX’s rights and perform its obligations, prevent fraud or misuse, enforce this Agreement, and comply with applicable law. Customer also grants VigilanteX a perpetual, irrevocable, worldwide, royalty-free license to create De-identified Data and Derived Data from Customer Data, and Section 15(b) governs that data once created. VigilanteX will not itself use identifiable Customer Data to train a generally available artificial-intelligence model without Customer’s written authorization. That restriction does not apply to System Data, De-identified Data, or Derived Data. Third-Party Services may process and use Customer Data under their applicable terms, which may permit a provider to use Customer Data to operate, improve, and develop its services and to train the models that power them, and VigilanteX is not responsible for that processing or use. All VigilanteX obligations and liability under this Section 15 are subject to Section 21.

(b)VigilanteX Data. As between the Parties, and subject only to the rights of VigilanteX’s licensors and Third-Party Service providers in their own services and data, VigilanteX exclusively owns all VigilanteX Data, whenever generated, and no right, title, or interest in VigilanteX Data passes to Customer. VigilanteX and its Affiliates may collect, use, retain, process, combine with other data, disclose, license, and commercialize VigilanteX Data perpetually and for any lawful purpose, including to provide, support, secure, maintain, and improve the Equipment and Services, develop new products, features, sensors, capabilities, and offerings, conduct analytics, benchmarking, testing, quality control, and research, and train, test, validate, and improve analytics and artificial-intelligence models. VigilanteX may disclose System Data that identifies Customer or a Project Site only to VigilanteX’s Affiliates, service providers, Third-Party Services, and financing parties as reasonably needed for those purposes, or as required by law, and otherwise discloses VigilanteX Data to third parties only as De-identified Data or as Derived Data that does not identify Customer, any individual, or any Project Site. VigilanteX will not attempt to re-identify De-identified Data and will require any third party that receives De-identified Data not to attempt to re-identify it. VigilanteX Data is not Customer Data or Customer’s Confidential Information and is not subject to any deletion, return, export, or retention obligation in this Agreement. This Section survives expiration or termination.

(c)Customer Data Retention. Customer Data is maintained on a rolling thirty (30)-day basis and may be automatically overwritten and permanently deleted after thirty (30) days without notice or liability. Upon expiration or termination of the applicable Ordering Document, Customer must timely export and preserve any Customer Data it wishes or is required to retain, as all remaining Customer Data will be permanently deleted or rendered inaccessible within fourteen (14) days, subject to legal-preservation requirements, ordinary backup systems, and the rights of Third-Party Services under their applicable terms. Customer is solely responsible for timely export, preservation, legal holds, and retention of Customer Data it wishes or is required to keep. VigilanteX has no duty to preserve, recover, or restore Customer Data unless expressly agreed in writing or required by law. The retention and deletion terms in this Section 15(c) apply only to Customer Data.

(d)Customer Responsibility for Use, Compliance, Notices, and Instructions. Customer is solely responsible for determining whether, where, and how the Equipment, Services, Customer Data, and related outputs may lawfully be deployed, used, retained, disclosed, or acted upon at the Project Site and for compliance with all applicable laws, rules, regulations, contracts, and site requirements, including those governing privacy, surveillance, audio/video recording, signage, notice and consent, data use and retention, law-enforcement disclosure, and emergency response. Customer shall provide all required notices, postings, disclosures, consents, approvals (including any notice, consent, or release required for the capture and processing of video, images, audio, and biometric data and for the processing of Customer Data by Third-Party Services as described in Section 15(a)), contact lists, access and preservation instructions, response protocols, and other information necessary to deploy and use the Equipment and Services and is responsible for ensuring that all instructions it provides to VigilanteX or any Monitoring Center are lawful, accurate, complete, and current. VigilanteX does not provide legal or regulatory advice and has no duty to review, monitor, preserve, interpret, validate, or evaluate Customer Data or related outputs for legal compliance, evidentiary sufficiency, safety, incident response, or business continuity. Customer represents and warrants that it has obtained, and will maintain, every notice, consent, and right described in this Section 15(d).

16.MONITORING SERVICES; CUSTOMER RESPONSE.

(a)Customer Responsible for Response. Customer is solely responsible for human review, evaluation, escalation, dispatch, emergency response, and all other action or inaction concerning alerts, Events, video, images, notifications, data, suspected incidents, and other information generated through the Equipment. If Customer purchases Live Monitoring Services, the Monitoring Center may perform only the services stated in its separate agreement with Customer and under its own protocols, but Customer retains ultimate responsibility for its site security, response procedures, contacts, access, and emergency and law-enforcement decisions.

(b)Live Monitoring Services. Live Monitoring Services, if selected in an Ordering Document, are performed solely by an independent third-party Monitoring Center under a separate agreement directly between Customer and that Monitoring Center. Customer and the Monitoring Center are solely responsible for determining alert sensitivity, monitoring hours, response and escalation protocols, call lists, and all other monitoring terms. VigilanteX’s role is limited to making technology available to integrate the Equipment and Services with the Monitoring Center’s systems and, if stated in the Ordering Document, invoicing Customer for Live Monitoring Services and remitting payment to the Monitoring Center. VigilanteX’s invoicing, collection, and payment do not make VigilanteX a provider of monitoring services, a party to or guarantor of the monitoring agreement, or responsible for the Monitoring Center’s performance. VigilanteX does not undertake any duty to monitor, review, verify, call, notify, escalate, dispatch, respond, or supervise the Monitoring Center. Customer authorizes VigilanteX to transmit Customer Data, alerts, and related information to the Monitoring Center as necessary to support Live Monitoring Services. VigilanteX may change, add, or discontinue its integration with any Monitoring Center at any time in its sole discretion. If VigilanteX does so, Customer is responsible for entering into a direct agreement with the replacement Monitoring Center to continue Live Monitoring Services, and VigilanteX has no liability for any interruption or gap in monitoring. The Monitoring Center may determine, in its discretion, that no notification, escalation, referral, dispatch request, or other action is warranted, possible, or appropriate.

(c)No Guaranteed Detection or Response; Results. System Outputs, Live Monitoring Services, notifications, escalations, and referrals depend on factors beyond VigilanteX’s control, including power, connectivity, visibility, weather, site conditions, call-list accuracy, Monitoring Center protocols, Third-Party Services, and first-responder availability. VigilanteX does not warrant that any event will be detected, verified, escalated, reported, interrupted, prevented, or avoided or that any person or first responder will be contacted or respond, does not control emergency response agencies, and makes no representation or warranty regarding response times or outcomes. Results are probabilistic and connectivity-dependent and may be inaccurate, delayed, omitted, or not generated; they are informational decision-support only, and Customer is responsible for review and response.

(d)Call Lists and Instructions. If Customer separately contracts for Live Monitoring Services, Customer shall maintain accurate and current call lists, authorized contacts, site and access instructions, and response protocols. VigilanteX may rely on information Customer provides solely to facilitate technical integration, and the Monitoring Center may rely on that information under its direct agreement with Customer. VigilanteX has no liability arising from inaccurate, incomplete, outdated, unavailable, or unreachable contacts or instructions.

17.SERVICE AVAILABILITY; EXTERNAL OUTAGES; THIRD-PARTY SERVICES.

(a)Service Availability. VigilanteX will use commercially reasonable efforts to support the Equipment and Services. Customer acknowledges that uninterrupted or error-free operation is not guaranteed and that outages, delays, degradation, data loss, missed or false alerts, connectivity or service interruptions, hardware or software failures, and Third-Party Service issues may occur.

(b)External Outages; Excluded Causes. VigilanteX is not responsible or liable for any delay, interruption, degradation, outage, unavailability, transmission failure, data loss, missed or delayed alert, or other failure caused by an Excluded Cause. An Excluded Cause does not constitute a breach by VigilanteX, create any service credit, refund, offset, suspension right, or termination right, or relieve Customer of any payment or other obligation under this Agreement.

(c)Material Equipment Failure; Notice and Cure. If deployed Equipment suffers a material failure, not caused by an Excluded Cause, that substantially prevents the applicable Services from operating, Customer shall promptly notify VigilanteX in writing after discovery. The notice must identify the affected Equipment, Project Site, date and time, observed condition, and available supporting information. VigilanteX’s cure obligation begins only upon its receipt of such notice and a reasonable opportunity to inspect, diagnose, and address the reported condition. If VigilanteX confirms a material failure within its reasonable control, VigilanteX will use commercially reasonable efforts to repair the affected Equipment or, where onsite repair is not commercially reasonable, provide functionally comparable replacement Equipment. Cure is subject to safe and timely site access, parts and inventory availability, connectivity, weather, Project Site conditions, logistics, and Customer’s cooperation. VigilanteX has no obligation to monitor or verify the status, connectivity, performance, or condition of any Equipment, or to detect, investigate, or notify Customer of any downtime, disconnection, outage, degradation, or impaired performance. Customer is responsible for confirming that the Equipment is powered, connected, and operating. Any status, connectivity, or performance information made available through the Services is provided for convenience only, may be incomplete, delayed, or inaccurate, and does not create any duty, undertaking, or standard of care on the part of VigilanteX. Repair or replacement under this Section is Customer’s sole and exclusive remedy for the affected failure.

(d)Force Majeure. VigilanteX is excused from, and is not liable for, any delay or failure to perform any obligation under this Agreement or any Ordering Document to the extent caused by a Force Majeure Event, and its time for performance is extended for the duration of the Force Majeure Event and a reasonable period afterward. A Force Majeure Event does not excuse or suspend any of Customer’s payment obligations.

18.NO SECURITY SERVICES; NOT AN INSURER; NO GUARANTEE.

The Equipment and Services are leased equipment and supplementary technology tools for site visibility, situational awareness, analytics, reporting, and decision support, together with optional third-party monitoring-support services. They are not a substitute for Customer’s own security program, human review, insurance, risk management, site and access controls, guards, emergency planning, law-enforcement coordination, dispatch decisions, or response procedures. VigilanteX is not an insurer, security guard company, law-enforcement agency, emergency responder, or guarantor of any security outcome. VigilanteX does not guarantee that any person, property, site, data, or operation will be safe or secure, or that any theft, vandalism, crime, trespass, loss, damage, injury, death, interruption, or other event will be detected, deterred, prevented, reported, escalated, responded to, or mitigated. No course of dealing, communication, alert, missed alert, Event, report, recommendation, technical support, integration activity, or other act or omission creates any fiduciary, special, custodial, protective, or other duty not expressly stated in this Agreement. Customer retains sole responsibility for its own insurance, site security, risk assessment, and response decisions, and assumes all risk of loss, theft, damage, injury, and security outcomes, whether or not the Equipment, Services, or any Third-Party Service functions as intended.

19.WARRANTY DISCLAIMER.

EXCEPT FOR VIGILANTEX’S EXPRESS OBLIGATIONS IN THIS AGREEMENT TO USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER THE EQUIPMENT IN BASIC OPERATING CONDITION AND TO MAINTAIN IT AS STATED, THE EQUIPMENT, SERVICES, SOFTWARE, OUTPUTS, ALERTS, THIRD-PARTY SERVICES, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIGILANTEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION, ANY WARRANTY THAT ANY EVENT WILL BE DETECTED, DETERRED, PREVENTED, REPORTED, OR RESPONDED TO, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. VigilanteX does not warrant any Third-Party Service, and any third-party warranty or remedy is solely between Customer and that provider. No statement, demonstration, specification, or other communication by VigilanteX or its personnel creates any warranty, service level, or obligation unless set out in a signed amendment under this Agreement. Customer’s sole and exclusive remedies for any failure of the Equipment or Services are those expressly stated in this Agreement.

20.INDEMNIFICATION.

(a)Customer Indemnification. Customer will indemnify, defend, and hold harmless VigilanteX, its Affiliates, and their respective officers, directors, managers, members, shareholders, employees, agents, successors, and assigns (the “VigilanteX Indemnified Parties”) from and against all third-party claims, and all resulting losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (i) Customer’s or any User’s breach of this Agreement or an Ordering Document, negligence, willful misconduct, violation of law, or infringement or misappropriation of third-party rights, or any representation, warranty, or commitment regarding the Equipment or Services made by Customer or any User to any third party; (ii) the Equipment while in Customer’s possession, custody, or control, the Project Site, or Customer’s operations, personnel, invitees, or contractors, including any bodily injury, death, or property damage; (iii) Customer Data, or Customer’s failure to provide or obtain any required notice, consent, permit, license, insurance, or approval; (iv) any theft, loss, damage, injury, or other security outcome at a Project Site, including any alleged failure to detect, deter, prevent, report, notify, escalate, dispatch, or respond to any event, and any false-alarm assessment or response charge; (v) any Third-Party Service or Monitoring Center, or Customer’s or any User’s use of, reliance on, or response to any System Output or (vi) any claim by a Third-Party Service provider arising from Customer Data, Customer’s or any User’s use of that Third-Party Service, or Customer’s failure to obtain any notice, consent, or right described in Section 15(d). Customer’s obligations under this Section include claims brought by Customer’s own employees, by any Affiliate of Customer, and by any User, and Customer expressly waives, solely for the benefit of the VigilanteX Indemnified Parties, any immunity under any workers’ compensation, industrial insurance, or similar law that would otherwise bar or limit those obligations. THE PARTIES EXPRESSLY INTEND THAT CUSTOMER’S OBLIGATIONS UNDER THIS SECTION 20(a) APPLY TO CLAIMS AND LOSSES ARISING FROM, OR ALLEGED TO ARISE FROM, THE NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), STRICT LIABILITY, OR OTHER FAULT OF ANY VIGILANTEX INDEMNIFIED PARTY, INCLUDING ANY ALLEGED FAILURE TO DETECT, DETER, PREVENT, REPORT, NOTIFY, ESCALATE, DISPATCH, OR RESPOND. CUSTOMER’S DUTY TO DEFEND ARISES WHEN A CLAIM IS ASSERTED, REGARDLESS OF THE THEORY OR FAULT ALLEGED. CUSTOMER IS RELIEVED OF ITS OBLIGATIONS UNDER THIS SECTION 20(a) ONLY TO THE EXTENT A LOSS IS FINALLY DETERMINED BY A COURT OR ARBITRATOR OF COMPETENT JURISDICTION TO HAVE RESULTED FROM (A) THE WILLFUL MISCONDUCT OR FRAUD OF A VIGILANTEX INDEMNIFIED PARTY, OR (B) THE SOLE NEGLIGENCE OF A VIGILANTEX INDEMNIFIED PARTY, WHERE APPLICABLE LAW PROHIBITS INDEMNIFICATION FOR THE INDEMNITEE’S SOLE NEGLIGENCE. Customer’s obligations under this Section are subject only to Section 20(e) and are not limited by Section 21.

(b)VigilanteX Indemnification. VigilanteX will indemnify and defend Customer from a third-party claim alleging that the unmodified Equipment or VigilanteX-provided Services, used as authorized, infringes a United States patent, copyright, or trademark. This indemnity does not cover any claim arising from: (i) a security outcome or alleged failure to detect, prevent, or respond to any event or loss; (ii) any User or site-related party; (iii) Customer’s modification, misuse, unauthorized access, relocation, tampering, or combination with items not supplied by VigilanteX; (iv) Customer Data; (v) any alert, Event, System Output, analytics, artificial-intelligence, or machine-generated output; (vi) any Third-Party Service or Monitoring Center; or (vii) any false-alarm assessment or response charge. If the Equipment or Services is, or is likely to become, subject to an infringement claim, VigilanteX may, at its option and expense: (A) obtain the right for Customer to continue using it; (B) modify or replace it with a non-infringing equivalent; or (C) if neither is commercially reasonable, terminate the affected item and refund any prepaid, unused fees for it. This Section 20(b) states VigilanteX’s sole liability and Customer’s exclusive remedy for intellectual-property infringement. All liability under this Section is subject to and included within the aggregate cap in Section 21(a).

(c)Procedure. The indemnified Party must provide prompt notice and reasonable cooperation and, for a third-party claim, control of the defense to the indemnifying Party, subject to the indemnified Party’s right to participate with its own counsel. Notwithstanding the foregoing, for any claim under Section 20(a), VigilanteX may assume control of the defense with counsel of its choice, at Customer’s expense, if Customer fails to assume the defense with counsel reasonably acceptable to VigilanteX within fifteen (15) days after notice, or if the claim involves criminal or regulatory proceedings, injunctive relief, a class or representative action, or VigilanteX’s intellectual property, data practices, or ownership of Equipment. No settlement may admit fault by, impose nonmonetary obligations on, restrict the rights or business of, or require payment by the indemnified Party without its written consent. Failure to provide prompt notice relieves the indemnifying Party only to the extent materially prejudiced.

(d)Survival; Sole Indemnity. This Section states each Party’s sole indemnification obligations and survives expiration or termination. No Ordering Document or other document may expand VigilanteX’s indemnification obligations unless it expressly amends this Section and is signed by VigilanteX.

(e)Compliance with Law; Anti-Indemnity Statutes. Each indemnification, defense, hold-harmless, additional-insured, waiver-of-subrogation, and exculpation provision applies only to the maximum extent permitted by applicable law and will be enforced to that extent. Any unenforceable portion will be modified only to the minimum extent necessary, and the remainder of this Agreement will remain in effect.

21.LIMITATION OF LIABILITY.

(a)MAXIMUM AGGREGATE LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF VIGILANTEX, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, AND PROVIDERS OF THIRD-PARTY SERVICES (COLLECTIVELY, THE “VIGILANTEX BENEFICIARIES”) FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, AN ORDERING DOCUMENT, OR ANY EQUIPMENT, SERVICE, DEPLOYMENT, ALERT, EVENT, REPORT, NOTIFICATION, RESULT, CUSTOMER DATA, OR OTHER OUTPUT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO VIGILANTEX DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM SOLELY FOR THE SPECIFIC INDIVIDUAL ITEM OF EQUIPMENT OR DISCRETE SERVICE DIRECTLY GIVING RISE TO THE CLAIM. IF A CLAIM DOES NOT ARISE FROM A SPECIFIC ITEM OF EQUIPMENT OR DISCRETE SERVICE, THE CAP IS THE FEES PAID OR PAYABLE DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM FOR THE SINGLE ITEM OF EQUIPMENT OR DISCRETE SERVICE UNDER THE AFFECTED ORDERING DOCUMENT HAVING THE HIGHEST FEES DURING THAT PERIOD, WITHOUT INCLUDING OR AGGREGATING FEES FOR ANY OTHER ITEM OR SERVICE. FEES FOR ANY OTHER EQUIPMENT, SERVICE, PROJECT SITE, DEPLOYMENT, ORDERING DOCUMENT, OR CUSTOMER ACCOUNT WILL NOT BE INCLUDED IN OR INCREASE THE CAP. IF A CLAIM INVOLVES MORE THAN ONE ITEM OF EQUIPMENT OR SERVICE, THE APPLICABLE CAPS WILL NOT BE COMBINED OR STACKED, AND THE TOTAL CAP WILL BE THE SINGLE HIGHEST CAP APPLICABLE TO ANY ONE SUCH ITEM. THE CAP IS NOT INCREASED BY MULTIPLE CLAIMS, CLAIMANTS, EVENTS, LOSSES, OR LEGAL THEORIES AND INCLUDES ALL DEFENSE COSTS, ATTORNEYS’ FEES, SETTLEMENTS, JUDGMENTS, REFUNDS, CREDITS, INDEMNIFICATION AMOUNTS, AND OTHER LIABILITY. ALL SUCH AMOUNTS COUNT TOWARD, AND NOT IN ADDITION TO, THE CAP. THE CAP APPLIES UNDER EVERY LEGAL THEORY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(b)EXCEPTIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL LIABILITY OF VIGILANTEX AND THE VIGILANTEX BENEFICIARIES IS SUBJECT TO SECTION 21(a), WITHOUT CONTRACTUAL EXCEPTION, REGARDLESS OF THE CLAIM, RELIEF SOUGHT, LEGAL THEORY, OR CONDUCT ALLEGED. SECTION 21(a) DOES NOT LIMIT CUSTOMER’S OBLIGATIONS FOR: (i) PAYMENT OF FEES AND OTHER AMOUNTS DUE; (ii) LOSS, DAMAGE, THEFT, DESTRUCTION, ENCUMBRANCE, OR NON-RETURN OF EQUIPMENT, INCLUDING FULL REPLACEMENT VALUE AND RELATED COSTS; (iii) INDEMNIFICATION; (iv) INTELLECTUAL-PROPERTY, CONFIDENTIALITY, USE, ACCESS, RELOCATION, TAMPERING, MARKETING, REPRESENTATION, OR COMMITMENT RESTRICTIONS; OR (v) AMOUNTS COVERED OR REQUIRED TO BE COVERED BY INSURANCE. THESE ARE INDEPENDENT CONTRACTUAL PAYMENT AND PERFORMANCE OBLIGATIONS AND ARE NOT DAMAGES SUBJECT TO SECTION 21(a).

(c)NOT AN INSURER. VIGILANTEX IS NOT AN INSURER, SECURITY GUARD COMPANY, LAW-ENFORCEMENT AGENCY, EMERGENCY RESPONDER, OR GUARANTOR OF SITE SAFETY, SECURITY, LOSS PREVENTION, OR ANY PARTICULAR OUTCOME, AND NO FEE IS AN INSURANCE PREMIUM. FEES ARE BASED ON THE EQUIPMENT LEASE AND EXPRESSLY IDENTIFIED SERVICES, NOT ON THE VALUE OF ANY PERSON, PROPERTY, DATA, BUSINESS, OR INTEREST AT A PROJECT SITE OR THE AMOUNT OF ANY POTENTIAL LOSS. CUSTOMER IS RESPONSIBLE FOR ITS SITE SECURITY, HUMAN REVIEW, RESPONSE PROTOCOLS, DISPATCH AND EMERGENCY DECISIONS, AND INSURANCE. THIS ALLOCATION OF RISK IS A MATERIAL BASIS OF THE BARGAIN.

(d)WAIVER OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIGILANTEX AND THE VIGILANTEX BENEFICIARIES WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR ANTICIPATED SAVINGS, UNDER ANY LEGAL THEORY AND REGARDLESS OF NOTICE. THIS WAIVER DOES NOT LIMIT CUSTOMER’S OBLIGATIONS IDENTIFIED IN SECTION 21(b).

(e)SECURITY OUTCOMES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIGILANTEX AND THE VIGILANTEX BENEFICIARIES HAVE NO LIABILITY FOR ANY THEFT, VANDALISM, CRIME, TRESPASS, PROPERTY LOSS, DATA LOSS, BUSINESS INTERRUPTION, PERSONAL INJURY, DEATH, OR OTHER SECURITY OUTCOME. THIS APPLIES TO ANY MISSED, DELAYED, OR FALSE ALERT; FALSE POSITIVE OR FALSE NEGATIVE; MISCLASSIFICATION; OMISSION; OUTAGE; INTERRUPTION; CONNECTIVITY OR TRANSMISSION FAILURE; ARTIFICIAL-INTELLIGENCE OR ANALYTICS ERROR; OR FAILURE TO DETECT, DETER, PREVENT, INTERRUPT, REPORT, NOTIFY, ESCALATE, DISPATCH, RESPOND TO, MITIGATE, OR OBTAIN FIRST-RESPONDER ACTION. IF THIS EXCLUSION CANNOT BE ENFORCED FOR A PARTICULAR CLAIM, THAT CLAIM REMAINS SUBJECT TO SECTIONS 21(a) AND 21(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

(f)Application to Extent Permitted by Law. Each disclaimer, exclusion, limitation, and cap in this Agreement, including the security-outcome and consequential-damages provisions in this Section 21 and any contractual definition of gross negligence or willful misconduct, applies only to the maximum extent permitted by applicable law. To the extent applicable law prohibits limiting, disclaiming, or defining liability for any matter, that limitation, disclaimer, or definition does not apply to that matter, and the remaining provisions of this Agreement will continue in full force to the fullest extent permitted.

22.CONFIDENTIALITY; INTELLECTUAL PROPERTY; DATA.

(a)Confidential Information. “Confidential Information” means non-public business, technical, operational, financial, pricing, security, product, customer, deployment, Services, analytics, documentation, and other information marked confidential or reasonably understood to be confidential. Each Party will use the other Party’s Confidential Information only to perform or receive benefits under this Agreement, will protect it using at least reasonable care, and may disclose it only to recipients who need to know it for those purposes and are bound by protective obligations. Notwithstanding the foregoing, VigilanteX may disclose this Agreement, each Ordering Document, and related payment, revenue, receivable, and performance information to its actual or prospective lenders, fleet financiers, investors, assignees, acquirers, and their respective advisors, in each case who are bound by confidentiality obligations. Every VigilanteX obligation and liability under this Section 22 is subject to Section 21.

(b)Exclusions. Confidential Information excludes information that is or becomes public without breach of this Agreement, was previously lawfully known to the receiving Party without restriction, is rightfully received from a third party without restriction, or is independently developed without use of disclosing Party’s Confidential Information. VigilanteX Data is VigilanteX’s Confidential Information and is not Customer’s Confidential Information.

(c)Required Disclosure. A Party may disclose Confidential Information to the extent legally required, provided it gives prompt notice to the disclosing Party when lawful and reasonably cooperates, at the requesting or disclosing Party’s expense as appropriate, in seeking confidential treatment or limiting the disclosure.

(d)Return or Destruction. Upon request of the disclosing Party or termination of this Agreement, the receiving Party will return or destroy the disclosing Party’s Confidential Information, subject to applicable legal-retention requirements, information maintained in automated archival or backup systems, and information retained under the terms of this Agreement.

(e)Equitable Relief. A Party may seek narrowly tailored equitable relief for actual or threatened unauthorized use or disclosure of its Confidential Information, subject to the venue and procedural provisions of this Agreement and, as to every VigilanteX obligation and liability, Section 21. No order may compel monitoring, continued Services, data retention or restoration, development work, replacement, dispatch, response, or other performance not expressly required by this Agreement.

(f)VigilanteX Ownership; Restrictions. Excluding Customer Data, as between the Parties, VigilanteX and its licensors exclusively own all right, title, and interest, including all intellectual property rights, in and to the Equipment, the Services, all software, firmware, analytics, and artificial-intelligence models used to provide them, VigilanteX Data, and all updates, improvements, modifications, and derivative works of any of them, whether or not developed with Customer’s input. VigilanteX reserves all rights not expressly granted in this Agreement. Customer shall not, and shall not permit any User or third party to: (i) copy, modify, reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying structure of any part of the Equipment or Services; (ii) use the Equipment or Services for benchmarking or to develop or support a competing product or service; (iii) perform vulnerability scanning, penetration testing, or load or performance testing of the Equipment or Services; or (iv) remove or obscure any proprietary notice. If Customer or any User provides suggestions or feedback regarding the Equipment or Services, Customer assigns to VigilanteX all rights in that feedback, and VigilanteX may use it without restriction or obligation.

23.DEFAULT.

The occurrence of any of the following shall constitute a default under this Agreement:

(a)Payment or Insurance Default. Customer fails to pay any undisputed amount when due and does not cure such failure within ten (10) days after written notice from VigilanteX; or Customer fails to obtain, maintain, renew, or provide evidence of insurance required under this Agreement or any Ordering Document, including any required certificate, endorsement, additional-insured status, loss-payee status, waiver of subrogation, renewal evidence, or replacement coverage. Any cancellation, lapse, material reduction, denial, unavailability, or failure to provide required evidence is an immediate default without a cure period to the extent the required protection is not continuously in place.

(b)Equipment, Site, Access, or Protective-Obligation Default. Customer breaches any obligation concerning custody, care, risk of loss, Project Site safety or suitability, operation, use, movement, relocation, towing, transport, storage, repair, modification, tampering, disabling, bypassing, internal access, interference, encumbrance, lien, levy, seizure, attachment, legal process, threatened impairment, loss, theft, damage, or destruction of or relating to the Equipment, or any other protective obligation under this Agreement or any Ordering Document; or fails to provide safe, lawful, timely, and unobstructed access for delivery, setup, service, inspection, maintenance, repair, replacement, retrieval, repossession, or removal of the Equipment. The default is immediate if the breach risks persons, property, the Equipment, or VigilanteX’s ownership, possession, retrieval rights, or other protective interests.

(c)Data, Confidentiality, Services, or Monitoring Default. Customer breaches its data, privacy, or compliance obligations under Section 15 or its confidentiality obligations under Section 22; permits unauthorized access to or use of Customer Data, System Outputs, Services, software, firmware, analytics, connectivity equipment, or related systems; or, where Customer separately contracts for Live Monitoring Services, fails to maintain accurate authorized contacts, call lists, site instructions, access information, gate codes, emergency instructions, response protocols, or other information reasonably required by the independent provider for monitoring, escalation, referral, access, or response. The default is immediate if the breach creates security, privacy, legal, operational, or confidentiality risk.

(d)Insolvency or False Information. Subject to applicable law, Customer becomes insolvent; files or becomes subject to a bankruptcy proceeding; makes an assignment for the benefit of creditors; has a receiver appointed; or becomes subject to any receivership, reorganization, liquidation, or similar proceeding. A default also occurs if any representation, certificate, insurance evidence, payment information, project information, billing information, deployment information, site-access information, monitoring information, or other information supplied by Customer is materially false, inaccurate, incomplete, or misleading. Materially false or misleading information is an immediate default if it affects payment, insurance, deployment, safety, compliance, Equipment, access, monitoring, or VigilanteX’s decision to contract or perform.

(e)Other Material Breach. Customer commits any other material breach of this Agreement or any Ordering Document and fails to cure it within fifteen (15) days after written notice from VigilanteX, but only if the breach is capable of cure. The default is immediate if the breach is not capable of cure; creates material legal, security, safety, operational, financial, data, confidentiality, ownership, or retrieval risk; or is repeated after prior notice or cure.

24.REMEDIES UPON DEFAULT.

(a)Cumulative Remedies. Upon default, VigilanteX may exercise cumulatively all remedies available under this Agreement, at law, and in equity.

(b)Suspension; Termination. VigilanteX may suspend Services access and all performance; restrict or disable access to Equipment, Customer Data, alerts, Services, and related systems; withhold further performance; and terminate this Agreement or any Ordering Document.

(c)Retrieval; Replacement Value. To the fullest extent permitted by law, VigilanteX may peaceably enter any premises where Equipment is located and retrieve it. Customer shall provide safe, timely, lawful, and unobstructed access and reimburse all retrieval costs. VigilanteX may recover the full replacement value of Equipment not returned, plus taxes, freight, deployment, configuration, and related replacement costs.

(d)Enforcement Costs. VigilanteX may recover all costs of enforcement, retrieval, transport, towing, storage, remobilization, standby, inspection, testing, repair, refurbishment, replacement, downtime, diminished value, investigation, collection, and reasonable attorneys’ fees.

(e)Non-Duplication of Remedies. VigilanteX will not recover the same amount twice for the same loss.

25.NOTICES.

All notices required or permitted under this Agreement shall be in writing and deemed delivered when delivered personally, by nationally recognized overnight courier, by certified mail return receipt requested, or by email to the notice address stated in the applicable Ordering Document or otherwise designated by a Party in writing. Email notice is effective upon transmission if sent to a designated business or legal notice email address and not returned as undeliverable. Notices to VigilanteX shall be delivered to VigilanteX, Inc., 1334 E. Chandler Blvd STE 5/D62, Phoenix, AZ 85048, Attn: Chief Operating Officer, with a copy by email to Legal@VigilanteX.us. Notices to Customer shall be delivered to the address and email stated in the applicable Ordering Document or, if none is stated, the address and email associated with Customer’s account or provided when Customer accepted this Agreement. Each Party may change its notice address by written notice to the other.

26.ENTIRE AGREEMENT; ORDER OF PRECEDENCE; AMENDMENTS.

(a)Entire Agreement; Amendments. This Agreement, together with each Ordering Document executed under it, is the entire agreement concerning its subject matter and supersedes all prior discussions, proposals, and agreements. Amendments and waivers must be in a writing that meets the requirements of Section 7(b), including signature by VigilanteX’s Authorized Representative and an authorized representative of Customer. A waiver on one occasion is not a continuing waiver.

(b)Order of Precedence. If documents conflict, the following order controls unless a document expressly identifies the provision it overrides: (i) a signed amendment to this Agreement; (ii) this Agreement; (iii) a signed Ordering Document; and (iv) schedules and attachments. Notwithstanding clause (ii), a signed Ordering Document controls over an inconsistent term of this Agreement solely as to project-specific commercial terms (such as fees, quantities, term length, and scope of Services) expressly set forth in that Ordering Document. No Ordering Document may expand VigilanteX’s indemnity, liability, monitoring, response, service-level, warranty, refund, or security-outcome obligations unless it expressly identifies the provision modified and is signed by VigilanteX’s Authorized Representative.

(c)No Third-Party Beneficiaries. Except for the VigilanteX Indemnified Parties under Section 20, the persons and entities expressly benefited by the exclusions and limitations in Section 21, and any assignee or financing party under Section 6(a), this Agreement is solely for the benefit of the Parties and their permitted successors and assigns, and no User, site owner, tenant, occupant, invitee, insurer, governmental authority, or other third party has any right to enforce, or any right, claim, or benefit under, this Agreement or any Ordering Document.

(d)Changes to this Agreement. Notwithstanding Sections 7(b) and 26(a), VigilanteX may change this Agreement by posting a revised version at https://vigilantex.com/terms-conditions/ with a new version number and effective date. VigilanteX will give Customer notice of a change by email to Customer’s notice address or by notice through the Services at least thirty (30) days before the change takes effect, except that a change required by law, or a change that does not reduce Customer’s rights or increase Customer’s obligations, may take effect on posting. Customer’s continued use of, or payment for, any Equipment or Services after the effective date of a change is Customer’s acceptance of the change, and the revised version then governs this Agreement and every Ordering Document under it. A change does not alter the Recurring Fees, Initial Term, or Equipment stated in an Ordering Document accepted before the change, and does not apply to any claim that accrued before its effective date. If a change materially reduces Customer’s rights or increases Customer’s obligations under an Ordering Document whose Initial Term has not expired, Customer may terminate that Ordering Document without any early termination charge by written notice given before the change takes effect, in which case the prior version governs until the Equipment is returned. Customer is responsible for reviewing the posted Agreement from time to time.

27.COUNTERPARTS; ELECTRONIC SIGNATURES.

This Agreement may be accepted electronically. Electronic acceptance, electronic signatures, and signatures delivered by PDF or electronic signature platform are binding as originals, and an Ordering Document may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument.

28.DISPUTE RESOLUTION; GOVERNING LAW; VENUE.

(a)Governing Law. This Agreement is governed by the internal laws of the State of Arizona, without regard to conflict-of-law principles.

(b)Escalation. Before initiating litigation or another proceeding, the Parties will escalate the dispute to senior executives with settlement authority, who will confer in good faith for fifteen (15) business days. Emergency equitable relief is not subject to this requirement.

(c)Mediation; Binding Arbitration; Venue. After the escalation process in Section 28(b), either Party may request non-binding mediation in Maricopa County, Arizona by written notice, with the mediator’s fees shared equally. If neither Party requests mediation within fifteen (15) business days after that process ends, or if a requested mediation does not resolve the dispute within thirty (30) days after the mediation request (including because the Parties cannot agree on a mediator), the dispute shall be resolved by final and binding arbitration in Maricopa County, Arizona before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, VigilanteX may, at its election, bring any action to collect amounts due or to retrieve, protect, or recover Equipment in court without first complying with Section 28(b) or this Section. For any matter not subject to arbitration, including the equitable relief described in Section 28(e) and VigilanteX’s collection, retrieval, repossession, and recovery of Equipment, each Party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, except as provided in Section 28(e). No court or arbitrator may award any damages, fees, costs, or other amount excluded by, or above the cap in, Section 21 or impose any monitoring, response, dispatch, security-outcome, or other commitment not expressly accepted by VigilanteX in a signed writing.

(d)Jury and Class Waiver. Each Party knowingly, voluntarily, and irrevocably waives trial by jury and any right to bring or participate in a class, collective, representative, or private-attorney-general action.

(e)Injunctive Relief; Prevailing Party. Either Party may seek equitable relief to protect Confidential Information, intellectual property, data, or property, and VigilanteX may seek relief to protect or recover Equipment and prevent unauthorized commitments, tampering, marketing, representations, or interference with suspension or recovery. Customer may seek such relief only in the courts identified in Section 28(c). VigilanteX may seek such relief in those courts or in any other court of competent jurisdiction, including where the Equipment is located. The prevailing Party in any action or proceeding is entitled to reasonable attorneys’ fees and costs. Any award of attorneys’ fees or costs against VigilanteX is subject to and counts toward the cap in Section 21(a).

(f)Limitations Period. Any claim against VigilanteX or any VigilanteX Beneficiary, including a claim under Section 20(b), must be commenced within one (1) year after the earlier of accrual or the date the claimant knew or reasonably should have known the facts giving rise to the claim. This period does not limit VigilanteX’s claims for nonpayment, Equipment recovery or property rights, or Customer’s obligations under Section 20(a). If applicable law does not permit this period, the shortest lawful period applies.

29.SEVERABILITY.

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent as closely as possible.

30.AUTHORITY.

Customer represents and warrants that: (a) it has full right, power, and authority to enter into and perform its obligations under this Agreement and each Ordering Document; (b) it is a corporation, limited liability company, partnership, governmental entity, or other legal entity duly organized, validly existing, and authorized to do business in each jurisdiction where such authorization is required; and (c) it has accurately identified itself, and all information it provides to VigilanteX, including information about its business, any Project Site, its intended use of the Equipment or Services, and its billing, deployment, contact, and insurance information, is true, accurate, and complete in all material respects.