END USER AGREEMENT

This User Agreement (“Agreement”) establishes the legal framework between the end user (“Customer”) and Seckua Inc. (“Seckua”). Customer's acceptance of this Agreement, whether by clicking a box, navigating a login page, executing a Purchase Order, or any other electronic acceptance, implies the agreement to be bound by its terms. In the event of a written agreement between Customer and Seckua specifically addressing access and use of the Products, the terms of the signed agreement will take precedence over this Agreement.

1. Definitions

In the context of this Agreement, certain terms are explicitly defined, while others are elucidated within the Agreement:

- “Customer Data”: All information provided by the Customer to Seckua through the Products.

- “Documentation”: Online resources outlining the Software Configuration and Hardware System Integration Processes, accessible at www.seckua.com/docs/ or within the Hosted Software.

- “DPA”: Data Processing Addendum, accessible at www.seckua.com/support/dpa, or any other mutually agreed data protection agreement.

- “Firmware”: Software created and maintained by Seckua, stored on the Hardware.

- “Hardware”: All existing IP cameras owned by customers that support the RTSP streaming protocol and offer specific features.

- “Hosted Software”: Seckua's Software-as-a-Service system (e.g., “Guard”) and its associated infrastructure.

- “License”: A royalty-free, nonexclusive, transferable global right for the Customer to utilize the Software during each License Term.

- “Purchase Order”: A document submitted to Seckua by the Partner, indicating a commitment to purchasing Products.

- “Software”: Encompasses both Firmware and Hosted Software.

- “System Data”: Information including configuration details, logs, event data, Product performance data, and statistics related to the Customer's utilization of the Products.

- “Users”: Individuals, either employees or third parties, authorized by the Customer to utilize the Products on their behalf.

2. License and Limitations

2.1. Customer License:

Seckua extends to the Customer a royalty-free, nonexclusive, and transferable worldwide license to use the Software throughout each License Term, contingent upon compliance with the terms outlined in this Agreement.

2.2. Seckua License:

In return, the Customer grants Seckua a non-exclusive license, allowing the use of Customer Data for the purpose of maintaining and delivering the Products.

2.3. Usage Restrictions:

The Customer commits to refrain from deploying the Products for competitive purposes, marketing, sublicensing, reselling, modifying, reverse engineering, or engaging in any fraudulent or illegal activities.

3. Courtesy Returns; Warranty and Warranty Returns

3.1. Courtesy Returns:

The Customer is not obligated to make any payments for utilizing the Products. Since there is no purchase involved, the concept of returns is not applicable. The Customer acknowledges the provision of Products without any upfront costs.

3.2. Warranty:

Considering that the Customer is not making any payments for the Products, and Seckua is not involved in the production or supply of hardware, there is no warranty provided by Seckua. It is explicitly mentioned that Seckua holds no responsibility or provides any warranty for the performance, availability, or any other aspect of the hardware utilized by the Customer. The Products are supplied “as is” without any express or implied warranties.

3.3. No Remedy for Breach:

Due to the absence of payment and warranty, there is no remedy for breach associated with the Hardware Warranty. The Customer acknowledges and accepts that Seckua is not obligated to replace or remedy any non-conforming Hardware. In case of issues with the hardware, Seckua explicitly disclaims any liability or responsibility.

4. Seckua Obligations

4.1. General:

Seckua bears the responsibility of delivering the Products in compliance with the terms stipulated in this Agreement, the relevant Purchase Order(s), and applicable Documentation.

4.2. Availability:

Seckua strives to maintain the availability of the Hosted Software in alignment with the standards outlined in the Service Level Agreement.

4.3. Support:

Seckua extends Support services to address and resolve issues encountered in the utilization of the Products.

4.4. Maintenance:

Seckua commits to employing commercially reasonable efforts to uphold the maintenance of the Products, implementing essential updates, upgrades, and fixes as necessary.

5. CUSTOMER OBLIGATIONS

5.1. Payment and Adherence:

The Customer holds the responsibility for settling payments to the Partner for the Products as indicated in the Partner’s invoice(s). In the event of delayed fees, Seckua reserves the right to pursue payment directly from the Customer if the Partner is unable or opts not to pursue such fees. The Customer commits to utilizing the Products in strict accordance with the Documentation and in compliance with all pertinent laws. This includes the procurement and upkeep of any licenses and permits required. The Customer ensures that none of the Products are exported, re-exported, or employed in violation of the export laws and regulations of the United States or any other country. If the Customer operates in a regulated industry, they assert that they possess all necessary local and state licenses and/or permits essential for business operations. The Customer pledges to remain in compliance with all relevant local, state, and (if applicable) federal regulations concerning business conduct. Seckua retains the right to suspend the use of any Products found to be in violation of the obligations outlined in this Section 5.1, following written notice to the Customer.

5.2. Account Oversight:

The Customer is tasked with identifying one or more individuals within their organization to serve as administrator(s) of the Customer’s account. These designated individuals will bear responsibility for various tasks, including monitoring and managing access privileges of other Users. The Customer is also obligated to verify, ensuring that any third-party installer validates that all purchased Hardware Products are correctly claimed into the Customer’s account within the Hosted Software before installation, as detailed in the Documentation.

6. TERM AND TERMINATION

6.1. Duration:

The Agreement's term will commence on the Effective Date and will persist for as long as the Customer maintains any active Licenses.

6.2. Termination for Just Cause:

Either party holds the right to terminate this Agreement, and Seckua may suspend the Customer's access to the Hosted Software for just cause, either (i) upon providing 30 days' written notice to the other party of a material breach, if such breach remains unrectified at the end of the 30-day period, or (ii) if the other party becomes the subject of a bankruptcy petition or any other proceedings related to insolvency, receivership, liquidation, or assignment for the benefit of creditors. To clarify, a material breach of the Agreement includes the Customer's failure to purchase and/or maintain a sufficient number of Licenses, as required by Section 2.1.

6.3. Consequences of Termination:

In the event that the Customer terminates this Agreement in accordance with Section 6.2, Seckua will reimburse the Customer with a pro-rata portion of any prepaid fees applicable to the remaining License Term. The subsequent provisions will endure beyond any expiration or termination of the Agreement: Sections 7, 9, 10, 11, and 12, as well as any other provisions inherently deemed to survive.

7. CONFIDENTIALITY

7.1. Protection of Confidential Information:

Unless explicitly excluded, any confidential or proprietary information provided by one party (“Disclosing Party”) to the other party (“Receiving Party”) is deemed the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Seckua’s Confidential Information encompasses the Products and any information shared with the Customer concerning Support. Customer’s Confidential Information includes Customer Data. Confidential Information excludes information that: (i) the Receiving Party already knows without an obligation of confidentiality other than under this Agreement; (ii) becomes publicly known through no unauthorized act of the Receiving Party; (iii) is rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) is independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

7.2. Confidentiality Responsibilities:

Each party will use the other party’s Confidential Information only as necessary to fulfill obligations under this Agreement, refraining from disclosing such information to any third party. The Receiving Party will safeguard the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care it applies or would apply to protect its own Confidential Information. However, the Receiving Party may share the other party’s Confidential Information with employees, agents, and representatives having a legitimate need to know such information, all of whom are bound by confidentiality obligations at least as restrictive as those outlined herein (each, a “Representative”). Each party is accountable for any breach of confidentiality by its Representatives.

7.3. Additional Exemptions:

The Receiving Party does not breach its confidentiality obligations by disclosing the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument, provided the Receiving Party gives the Disclosing Party written notice of the required disclosure. This notice enables the Disclosing Party to contest or limit the disclosure or obtain a protective order. If no protective order or other remedy is secured, the Receiving Party will only disclose the portion of the Confidential Information legally mandated and agrees to exert reasonable efforts to ensure confidential treatment of the disclosed information.

8. DATA PROTECTION

Seckua employs robust security measures to protect the Software and Customer Data, aligning with the security practices detailed at www.seckua.com/trust/security. The processing of all Customer Data will strictly adhere to the provisions outlined in the Data Processing Addendum (DPA).

9. OWNERSHIP

9.1. Seckua Ownership:

Seckua maintains exclusive ownership of the Software, System Data, and all intellectual property embedded in the Hardware and accessories. This Agreement, excluding the licensed rights stipulated in Section 2.1, does not constitute a transfer of any rights in the Products to Customer. Customer agrees not to take any actions inconsistent with Seckua's intellectual property rights related to the Products.

9.2. Customer Data Ownership:

Customer retains full ownership rights to the Customer Data and does not, through this Agreement or otherwise, transfer any rights in the Customer Data to Seckua, except for the licensed rights specified in Section 2.2.

10. INDEMNIFICATION

10.1. Obligations of Seckua:

Seckua undertakes to indemnify, defend, and absolve Customer, its affiliates, and their respective owners, directors, members, officers, and employees (collectively referred to as “Customer Indemnitees”) from and against any claim, legal action, demand, lawsuit, or proceeding (referred to as a “Claim”), along with the attorneys' fees and court and investigative costs incurred by Customer Indemnitees. Such Claims are those made or brought by a third party against any of the Customer Indemnitees, alleging that the use of the Products by Customer infringes or misappropriates any patent, trademark,

11. LIMITATIONS OF LIABILITY

11.1. Limitation on Consequential Damages:

WITH THE EXCEPTION OF AMOUNTS OWED PURSUANT TO SECTION 10, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCTS, OR OTHERWISE. THIS APPLIES REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. Maximum Liability Cap:

EXCEPT FOR AMOUNTS OWED PURSUANT TO SECTION 10, EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SECKUA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.3. Exceptions:

THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 WILL NOT APPLY TO (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, OR (III) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

12. MISCELLANEOUS

12.1.Applicable Law:

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflicts of law principles.

12.2. Jurisdiction:

Exclusive jurisdiction over any dispute arising from or related to this Agreement shall lie with the courts situated within the United Kingdom.

12.3. Injunctive Relief:

Both parties recognize that a breach of obligations related to the other party’s Confidential Information may cause irreparable harm. Therefore, each party agrees that the non-breaching party is entitled to seek injunctive relief without the need for posting a bond or other security.

12.4. Waiver:

Any waiver of a term or condition of this Agreement by either party shall be valid only if it is in writing and signed by an authorized representative of the waiving party. The waiver of a breach of any term or condition shall not be deemed a waiver of any other breach, whether of the same or a different term or condition.

12.5. Assignment:

Seckua's prior written consent is required for Customer to assign this Agreement, either wholly or partially. Any attempted assignment without such consent shall be deemed null and void. Notwithstanding, this Agreement shall bind the parties and their successors and assigns, subject to the aforementioned conditions.

12.6. Independent Status:

The parties are considered independent contractors. Neither party possesses, nor shall represent having, the authority to act on behalf of the other or bind the other in any manner. Nothing in this Agreement shall create a partnership or joint venture between the parties.

12.7. Force Majeure:

Neither party shall be held liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of war, acts of God, earthquakes, floods, embargoes, riots, sabotage, labor shortages or disputes, governmental acts or failures, failures of the Internet or any telecommunications carrier, or any other events constituting force majeure.

12.8. Severability:

Should any provision of this Agreement be deemed invalid or unenforceable, the remaining provisions shall remain valid and enforceable.

12.9. Entire Agreement:

This Agreement constitutes the entire understanding between the parties, superseding any prior or contemporaneous agreements, proposals, or representations, whether written or oral, pertaining to its subject matter. No modification, amendment, or waiver of any provision shall be effective unless it is in writing and signed by the party against whom it is asserted.

12.10. Counterparts:

This Agreement may be executed in one or more counterparts, each of which shall be considered an original, and all counterparts together shall constitute a single agreement.

12.11. Notice:

Any communication under this Agreement shall be in writing and deemed duly given when received, if delivered in person; upon electronic confirmation of receipt, if transmitted by facsimile or email; one day after dispatch, if sent for next day delivery by a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail with return receipt requested.

12.12. Electronic Signature:

The parties agree that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

12.13. Electronic Delivery:

The parties agree that the delivery of this Agreement by electronic means is the same as delivery of a manually signed copy.

12.14. Electronic Records:

The parties agree that this Agreement and any other documents contemplated by this Agreement may be stored electronically and retrieved by the parties.