WHEREAS, SecureON’s Supplier has developed  and SecureON resells a software platform to aggregate video analytic and business data to provide value-added solutions around digital video including, but not limited to, network camera and digital video platform integration, enterprise data integration, video analytics, reporting, alarm monitoring, and workflows;

WHEREAS, Customer wishes to subscribe to SecureON’s Services for its own internal business purposes;

WHEREAS, SecureON and Customer desire to enter into this Agreement and an associated Order Form to memorialize the terms and conditions pursuant to which SecureON and/or its Supplier will provide the Services to Customer and Customer will use the Services.

NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:

In addition to any other rights or remedies SecureON may have under this Agreement or by Law, SecureON or its Supplier reserves the right to suspend Customer’s access to any Services, without any liability to SecureON or its Supplier for such suspension, for any uncured breach of this Agreement or upon written notice of non-payment to Customer sent by SecureON (notice by email is acceptable) and such Services shall only be resumed if Customer cures such breach within ten (10) business days of receipt of such written notice or, if pursuant to non-payment, pays the full amount of such invoiced Fees (except for any disputed Fees then subject to a Billing Dispute under Section 3.3) to SecureON. The Subscription Term will remain unchanged notwithstanding any suspension of Services hereunder.

Any dispute involving any invoiced Fees (“Billing Dispute”) must be in writing and submitted in good faith to SecureON within thirty (30) days of the invoice date and include a reasonably detailed statement describing the nature and amount of the disputed Fees as well as the reasonable and good faith basis for why a credit is being requested (“Billing Dispute Notice”). Customer shall cooperate in good faith with SecureON and/or its Suppler to promptly address and attempt to resolve any Billing Dispute submitted by Customer. Customer acknowledges and agrees that, if Customer does not submit a timely Billing Dispute Notice in compliance with this Section, Customer waives all rights to dispute such invoice and all Fees set forth in such invoice will be deemed to be correct and binding on Customer. Notwithstanding any dispute of invoiced Fees submitted in accordance with this Section, Customer shall remain obligated to pay in a timely manner all undisputed Fees within thirty (30) days of the invoice date or as otherwise applicable.

Customer agrees and acknowledges that: (i) SecureON or its Supplier owns all worldwide right, title, and interest in and to the Services including any associated equipment and all Intellectual Property Rights and such ownership rights include all enhancements, modifications, adaptations, and/or derivative works related to the Services; (ii) Customer is not being granted any Intellectual Property Rights in or to the Services or any associated equipment; and (iii) SecureON or its Supplier may modify and/or improve the Services at any time.

This is an agreement for use of the Services and not an agreement for the sale or license of any software or equipment unless otherwise specified in an Order Form. Customer is receiving a limited, non-exclusive, non-transferable, revocable right to access and use the Services and associated equipment in accordance with this Agreement and the applicable Order Form, solely for Customer’s internal business purposes and solely during the Subscription Term, subject to the terms and conditions of this Agreement and the applicable Order Form. No rights are granted to Customer other than as expressly set forth in this Agreement and SecureON and/or its Supplier reserves all rights not specifically granted under this Agreement including, without limitation, all Intellectual Property Rights in and to the Services.

Customer owns all right, title and interest in and to all Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and/or right to use of all Customer Data. Customer warrants that it has all rights, licenses, and consents necessary for SecureON and its Supplier to process the Customer Data (including any personal information) as permitted under this Agreement. Subject to the terms of this Agreement, Customer hereby grants to SecureON and its Supplier a worldwide, limited, royalty-free, perpetual, non-exclusive, non-transferable (except as set forth in Section 10.6) license (where applicable) and right to: (a) access, store, compile, configure, reconfigure, reproduce, use, copy, transmit, make derivatives, report, and display any Customer Data provided or made accessible by Customer to SecureON and/or its Supplier in order to provide the Services (including the ability to address service and/or technical problems and/or maintain and monitor usage of the Services); and (b) de-identify and aggregate Customer Data with data of other customers or third parties such that it does not reveal the identity of any individual or include personally identifiable information to perform analytics and reporting for system metrics, benchmarking, product improvement, quality control, and product development, and other business purposes; and (c) enforce the rights of the Parties under this Agreement, as may be applicable. Customer reserves all rights in and to all Customer Data not expressly granted to SecureON and/or its Supplier.

4.5 All Customer owned and/or provided products and/or services embedded in, supported by, or essential to use and/or access the Services must have active maintenance agreements. Customer is responsible for all maintenance, support, and licensing agreements with third party vendors for all non-SecureON provided equipment during the Subscription Term. Customer shall also be responsible for the application, operation, maintenance, and support of Customer’s systems including all hardware and software and all components thereof including, without limitation, the implementation of appropriate procedures, training, and safeguards and performing routine backup and for keeping backup information and data in a safe location.

Customer has no obligation to provide SecureON or its Supplier with any ideas, comments, suggestions, enhancement requests, feedback, recommendations, corrections, proposals, and/or other information related to any of the Services (collectively, “Feedback”). However, if Customer and/or any User submits any Feedback to SecureON or its Supplier, all such Feedback will become SecureON’s and/or its Supplier’s sole and exclusive property. Customer hereby irrevocably assigns and transfers to SecureON and its Supplier, without charge, any and all of Customer’s and its Users’ right, title, and interest in and to all Feedback including all Intellectual Property Rights therein. Customer agrees and acknowledges that it will not receive any fees, sums, consideration, or remuneration for any of Feedback or any of the rights granted in this Section.

Customer agrees and acknowledges that Customer’s personnel, representatives, and contractors (excluding SecureON) are responsible for promptly providing SecureON with blueprints, photos, and other information regarding exactly where SecureON-provided equipment including any cameras should be installed at each of Customer’s premises. Accordingly, if any SecureON representative or contractor installs any equipment in accordance with any verbal or written instructions or guidance from Customer, its employee, agent, and/or contractor, Customer shall be responsible for paying SecureON, at SecureON’s rates in effect at the time, for any move, reinstallation, and/or relocation of any such equipment. Customer represents and warrants that any Customer personnel, agent, and/or contractor that provides any verbal or written instructions or guidance (irrespective of whether such Customer employee, agent, and/or contractor is physically present at the Customer premises at the time of installation) to any SecureON representative or contractor is authorized to do so and SecureON has the right to rely on any such verbal or written instructions and/or guidance. SecureON makes no representation or warranty, express or implied, that the installation of any equipment including any camera at any location designated by Customer will be the best and most effective location for the installation of such equipment.

“Confidential Information” means all non-public information disclosed or made accessible by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether verbally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Customer Confidential Information includes Customer Data; SecureON Confidential Information includes the components of the Services and all Fees; and Confidential Information of each Party includes the business and marketing plans, technology and technical information, product plans and designs, software and related documentation, and business processes disclosed or made accessible by such Party. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (iii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without access to or reliance on the Disclosing Party’s information.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information but not less than reasonable care to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement or any Order Form; (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and any of its Affiliate’s employees, officers, consultants, and contractors, (collectively, “Representatives”) who need access for purposes of providing or using the Services consistent with this Agreement, and who have signed confidentiality agreements with the Receiving Party containing protections, or have ethical duties to the Receiving Party, not materially less protective of the Disclosing Party’s Confidential Information than those set forth in this Agreement, and (iii) protect the Disclosing Party’s trade secrets in perpetuity. Each Party shall be and remain fully liable and responsible for any of its Representative’s unauthorized disclosure, access to, and/or use of the other Party’s Confidential Information. Each Party may confidentially disclose the terms of this Agreement (including any Order Form) to any actual or potential financing source or acquirer subject to having in place a written confidentiality agreement containing protections not materially less protective of the Disclosing Party’s Confidential Information than those set forth in this Agreement. Notwithstanding the foregoing, SecureON may disclose the terms of this Agreement and any applicable Order Form to its Supplier and/or any subcontractor to the extent necessary to perform or satisfy SecureON’s obligations to Customer under this Agreement and/or any Order Form, under terms of confidentiality materially as protective as set forth in this Agreement. SecureON shall not be liable nor responsible for any breach of this Section resulting from (i) Customer’s violation of this Agreement or (ii) any hack or intrusion by a third party into Customer’s network, equipment, and/or systems.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by Law, provided that, to the extent legally permissible, the Receiving Party gives the Disclosing Party prompt prior written notice of the compelled disclosure and, at the Disclosing Party’s cost, reasonable assistance if the Disclosing Party wishes to contest the disclosure or limit the extent of the disclosure through a protective order or other legal measure. Notwithstanding anything to the contrary contained herein, (i) the Receiving Party may retain such copies of the Disclosing Party’s Confidential Information as are reasonably necessary: (1) to comply with any Law applicable to Receiving Party or to comply with the Receiving Party’s document retention policies; and/or (2) for the purposes of defending or maintaining litigation; and (ii) in no event shall this Agreement require the alteration, modification, deletion, or destruction of back-up tapes, archived data storage, or other media made in the ordinary course of business provided that the terms and conditions of this Agreement shall apply to the Receiving Party’s retention of any of Disclosing Party’s Confidential Information and survive the termination or expiration of this Agreement for any reason.

5.4  The Receiving Party acknowledges that breach of any of its confidentiality obligations might cause irreparable harm to the Disclosing Party for which monetary damages might be inadequate. Accordingly, in the event of any actual or threatened violation by the Receiving Party of any of its confidentiality obligations under this Agreement, the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies that may be available at law or in equity, without the necessity of posting bond or proving actual damages.

The term of this Agreement commences on the Effective Date and remains in effect until the earlier of: (i) the termination in accordance with the terms and conditions of this Agreement or (ii) all Order Forms have expired or have been terminated. Each Order Form shall automatically renew for an additional term and duration equal to the expiring Subscription Term then in effect as of the expiration date unless either Party sends written notice of termination to the other Party at least sixty (60) days prior to the expiration of the Subscription Term then in effect. Any Customer written notice of non-renewal must be sent by Customer to [INSERT EMAIL ADDRESS] and any written notice of non-renewal by SecureON must be sent by SecureON to Customer’s contact person as set forth in the applicable Order Form.

Either Party may terminate the Services covered under an Order Form and/or, at the election of the terminating Party, this Agreement: (i) upon thirty (30) days prior written notice to the other Party of a material breach if such material breach is not cured during the thirty (30) day notice period; or (ii) immediately in the event that the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If this Agreement is terminated, the Services covered under all Order Forms are simultaneously terminated. Notwithstanding any other provision of this Agreement, if any amount owed by Customer to SecureON (except for any Fee disputed in good faith in accordance with Section 3.3 above) is not fully-paid when due in accordance with Section 3 herein, Customer shall be in material breach of this Agreement and, in addition to its other rights and remedies at law or in equity, SecureON may terminate this Agreement and cease providing any and/or all Services, effective immediately upon delivery of written notice to Customer.

Upon any termination or expiration of this Agreement or any Order Form for any reason, Customer and its Users shall, as of the date of such termination or expiration, immediately cease accessing and using the Services and any SecureON Confidential Information. If Customer terminates this Agreement or any Order Form prior to the expiration of the Subscription Term then in effect for any Order Form due to SecureON’s uncured material breach, Customer shall be entitled to a pro-rata refund from SecureON of all pre-paid Fees for the Services paid for by Customer but not provided by SecureON beyond the effective date of termination. If, prior to the expiration of Subscription Term then in effect for any Order Form, (i) Customer terminates this Agreement or any Order Form and such termination is not due to SecureON’s uncured material breach; or (ii) SecureON terminates this Agreement or any Order Form due to Customer’s uncured material breach (collectively, an “Early Termination”) and Customer has not already paid in advance the full amount of all Fees due for the entire Subscription Term then in effect under the Order Form(s) being terminated, Customer shall promptly pay to SecureON an early termination charge equal to all Fees, including all applicable taxes, set forth in each Order Form being terminated which would otherwise be due through the end of the entire Subscription Term then in effect under such Order Form(s) (the “Early Termination Fee”). The Parties agree that the precise damages resulting from an Early Termination are difficult to ascertain and the Early Termination Fee is a reasonable estimate of anticipated actual direct damages and not a penalty. Customer agrees and acknowledges that the Early Termination Fee shall apply even if Customer terminates this Agreement and/or any Order Form prior to commencement of SecureON’s or its Supplier’s provision of and/or Customer’s access to or use of any Services. The Early Termination Fee shall be due and payable to SecureON within ten (10) business days of the effective date of termination and any applicable prepaid Fees will be applied towards the amount of the Early Termination Fee to be paid by Customer.

Upon any termination or expiration of this Agreement or any Order Form for any reason, Customer and its Users shall, as of the date of such termination or expiration, immediately cease accessing and using the Services and any SecureON Confidential Information. If Customer terminates this Agreement or any Order Form prior to the expiration of the Subscription Term then in effect for any Order Form due to SecureON’s uncured material breach, Customer shall be entitled to a pro-rata refund from SecureON of all pre-paid Fees for the Services paid for by Customer but not provided by SecureON beyond the effective date of termination. If, prior to the expiration of Subscription Term then in effect for any Order Form, (i) Customer terminates this Agreement or any Order Form and such termination is not due to SecureON’s uncured material breach; or (ii) SecureON terminates this Agreement or any Order Form due to Customer’s uncured material breach (collectively, an “Early Termination”) and Customer has not already paid in advance the full amount of all Fees due for the entire Subscription Term then in effect under the Order Form(s) being terminated, Customer shall promptly pay to SecureON an early termination charge equal to all Fees, including all applicable taxes, set forth in each Order Form being terminated which would otherwise be due through the end of the entire Subscription Term then in effect under such Order Form(s) (the “Early Termination Fee”). The Parties agree that the precise damages resulting from an Early Termination are difficult to ascertain and the Early Termination Fee is a reasonable estimate of anticipated actual direct damages and not a penalty. Customer agrees and acknowledges that the Early Termination Fee shall apply even if Customer terminates this Agreement and/or any Order Form prior to commencement of SecureON’s or its Supplier’s provision of and/or Customer’s access to or use of any Services. The Early Termination Fee shall be due and payable to SecureON within ten (10) business days of the effective date of termination and any applicable prepaid Fees will be applied towards the amount of the Early Termination Fee to be paid by Customer.

The Services and other technology made available by SecureON and/or its Supplier, and all derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that neither it nor any of its employees is (a) a person or entity with whom U.S. entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order, or other governmental action; or (b) named on any U.S. government denied-party list. Customer shall not permit any Users to access or use any of the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.

The first paragraph of this Agreement and Sections 1, 2.1, 2.3(e), 2.3(f), 2.3(g), and 3 through 10 as well as all provisions of this Agreement (including each Order Form) relating to disclaimers of warranties, remedies, damages, liability, confidentiality, payment obligations, restrictions on use, and any other terms that either expressly or by their nature should survive, shall survive any expiration or termination of this Agreement and any Order Form for any reason, and shall continue in full force and effect.

Neither Party may issue any press release regarding this Agreement without the other Party’s prior written consent. Either Party may include the other Party’s name and logo in customer and/or vendor lists and on its website.

This Agreement including any exhibit and all Order Forms is the entire agreement between Customer and SecureON regarding Customer’s access to and use of the Services and supersedes all prior and contemporaneous agreements (including, without limitation, any confidentiality or non-disclosure agreement entered into between the Parties), understandings, proposals, marketing materials, and representations, whether written, visual, or verbal, concerning its subject matter and the Services and there are no representations, understandings, or agreements that are not fully expressed in this Agreement and any Order Form. Except as otherwise provided in this Agreement, no provision of this Agreement or any Order Form may be amended, modified, superseded, or terminated, or any term or condition waived, unless the Parties agree in writing, signed by a duly authorized representative of each Party. The Parties agree that any term or condition stated in any Customer purchase order or any other Customer ordering documentation is inapplicable and void. This Agreement including each Order Form will be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there will be no presumption or inference against the Party drafting this Agreement or any Order Form in construing or interpreting any of the provisions. SecureON’s Suppliers are express third party beneficiaries of this Agreement. Other than SecureON’s Suppliers, there are no third party beneficiaries of the Agreement. Headings contained in this Agreement are inserted for convenience of reference only and shall not in any way define or affect the meaning or interpretation of any provision of this Agreement. Terms for which meanings are defined in this Agreement shall apply equally to the singular and plural forms of the terms defined. In the event of any conflict or inconsistency between or among the documents, the following order of precedence shall apply: (a) the applicable Order Form; (b) this Agreement; and (c) the applicable exhibit.

Neither Party may assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably delayed, denied, or conditioned); provided, however, either Party may assign this Agreement and any Order Form in its entirety, without the other Party’s consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided that the assignee is not a competitor of the non-assigning Party and agrees in writing to be bound by all the terms and conditions of this Agreement including all Order Forms and, in the case of an assignment by Customer, all past due Fees (except for any disputed Fee subject to a good faith billing dispute submitted in a timely manner to SecureON as described in Section 3.3 above) are paid in full.

The Parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

Neither Party shall be liable to the other Party for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such Party’s reasonable control including, without limitation, acts of God, acts of government, flood, fire, earthquakes, hurricane, tornado, civil unrest, acts of terror, epidemic, pandemic, quarantines, civil commotion, strikes or other labor problems (excluding those involving such Party’s employees or contractors), service disruptions involving hardware, software, and/or power systems not within such Party’s possession or beyond its reasonable control, and denial of service attacks. For the avoidance of doubt, a force majeure event does not include economic hardship. If any Service is not being provided due to a force majeure event, (i) the affected Party shall provide prompt written notice (notice by email is acceptable) to the other Party with reasonable detail describing circumstances; and (ii) the affected Party shall use commercially reasonable efforts to resume performance of its obligations hereunder.

No failure or delay by either Party to exercise any right or remedy under this Agreement will constitute a waiver of that right or remedy or any other right or remedy. Any waiver of any right, remedy, or obligation under this Agreement must be in writing and signed by a duly authorized representative of each Party. A waiver on one occasion shall not be construed as a waiver of any right, remedy, or obligation on any future occasion. Except as otherwise expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other rights and remedies of a Party at law or in equity.

This Agreement and any claim, controversy, right, obligation, or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to conflicts of laws principles. The Parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade Country, USA. The Parties Hereby Waive Any Right To Trial By Jury In Connection With Any Action, Proceeding, Or Counterclaim Brought By Either Party Against The Other Party On Any Matter Whatsoever Arising Out Of Or In Any Way Related To This Agreement Or Any Order Form. Each Party agrees that a judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Any Order Form may be executed and delivered in any number of counterparts by facsimile, emailed PDF, or electronic signature, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

All notices (except for routine business communications, e.g., maintenance windows, scheduling of meetings) shall be in writing and sent via certified or registered mail, return receipt requested, or by overnight courier service. Any such notice will be clearly marked as “Notice of Breach” or “Notice of Termination” or the like.  All notices to SecureON shall be addressed to the Chief Executive Officer and sent to Michael Taylor Consultants, LLC, 78 SW 7^th Street, 8^th Floor, Miami, Florida 33130. Notices to Customer shall be addressed to Customer’s contact information in the Order Form.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable and/or contrary to Law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in full force and effect.