Equipment Use, Electronic Dashboard and Reporting Services Terms & Conditions Here are the terms and conditions governing your use of the FastSensor Electronic Dashboard and Reporting Services, described at fastsensor.com (“FastSensor Analytics” or the “Services”) including the Privacy Policy. This agreement is between GTI Technologies Inc. (“FastSensor”) and the legal entity that you represent as an authorized employee or agent (“You” or “Company”). The Services shall be provided upon registration and until terminated by either party (the “Term”). This agreement includes the Order Form (“Order Form”) that provides the type, quantity and payment terms for the Services purchased by You from FastSensor. By clicking the “I accept” button, Company agrees to be bound by these terms and conditions (“Agreement”), and this Agreement shall be effective on the date of the signature (“Effective Date”). 1.SERVICES. Upon full registration for FastSensor Analytics (and installation and operating of the Sensor(s)), FastSensor shall create and make available to You dashboards and reports which summarize certain types of aggregate data that is gathered and analyzed by FastSensor from the Sensor(s) (the “Reports”), as such may be modied by FastSensor in its sole discretion from time to time online. The web pages at which You may register, receive alerts and other information (“Alerts”), retrieve Reports and communicate with FastSensor, as applicable, are collectively referred to as “the Dashboard Interface.” FastSensor may supplement, modify, substitute or otherwise alter the Services in its discretion from time to time, with or without prior notice to You, via the Alerts (or comparable) function in the Dashboard Interface. As between You and FastSensor, You are responsible for providing, at Your own expense, for all services and equipment necessary for You to gain access to the Internet for connecting and operating the Sensor(s) and for using the Services. FastSensor shall have no liability, and You shall not be excused from any obligation under this Agreement, as a result of the quality, speed or interruption of Your access to the Internet. You agree not to interfere with or disrupt the Services or servers or networks connected to the Services. 2.FEES. The Fees for the Services are shown in the Pricing schedule or the Order Form. You agree to pay to FastSensor all the payments due from You at the time indicated int the Pricing schedule or the Order Form. 3.DATA. FastSensor shall provide devices (each, a “Sensor”) for Your registered locations, which shall collect and transmit the data that shall be the subject of the Reports. For more information on the data used (the “Data”), data security and consumer privacy please refer to our Privacy Policy. If any Sensor is defective or otherwise isn’t functioning, please contact FastSensor. 4.COMPLIANCE WITH FASTSENSOR POLICIES, INDUSTRY STANDARDS AND APPLICABLE LAWS. You agree to comply with (i) all policies and procedures of FastSensor set forth within the Dashboard Interface, as such may be updated from time to time; (ii) all applicable industry standards governing the subject matter of this Agreement; and (iii) all applicable local, state, national, and international laws, privacy laws, rules and regulations (collectively, “Laws”) in Your use of the Services and the performance of Your obligations under this Agreement. You shall not communicate, on-site at any registered location or otherwise, any information about the Services other than the notices or similar communications to customers provided by FastSensor or that comply with the minimum standards recommended by FastSensor expressly for this purpose, without the prior written consent of FastSensor. Nothing within this Agreement shall restrict either party from (i) responding fully and completely to an inquiry, investigation, or administrative or judicial action brought by a federal or state government agency, or (ii) responding fully and completely to subpoenas, court orders, or other legal process received from any third party. In each of the foregoing cases, the responding party shall provide to the other party as much prior notice (which may be via electronic mail) as may reasonably be practical under the circumstances. 5. PRIVACY. FastSensor recommends and strongly encourages You to comply with privacy regulation and, when required, post notices to consumers at each registered location where Sensor(s) are used, informing them about the collection and use of all Location Detection and Analytics data (including the Data that is the subject of this Agreement). If You are unsure of how best to inform Your consumers of the collection and use of Location Detection and Analytics data, please refer to our guide. 6. PROPRIETARY RIGHTS AND RESTRICTIONS ON USE. You shall have a non-exclusive, non-sub-licensable, revocable license to gain access to the Dashboard Interface and to request and download the Reports while Your Subscription remains active . You are hereby granted a non-sub-licensable, non-exclusive license to use the Reports for Your reasonable business purposes. 7. ACCESS TO DASHBOARD INTERFACE. You shall be provided with administrative user IDs and passwords as part of the registration process (the “Log-in Information”), as well as instructions regarding the use of such Log-in Information. You shall be responsible for maintaining the security of Your Log-in Information, and shall be fully responsible for all activities which occur relating to Your access to the Services and use of the Sensor(s). You agree to notify FastSensor immediately at privacy- inquiries@fastsensor.com of any actual or suspected unauthorized use of Your account or any other breach of security known by You. 8. TERM, TERMINATION AND SUSPENSION. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. The term of this Agreement (the “Initial Term”) shall commence on the Effective Date and continues for one (1) year. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, the Agreement shall automatically renew for successive terms of one (1) year (each, a “Renewal Term”) until such time as a party provides the other party with written notice of termination; provided, however, that such notice be given no fewer than thirty (30) calendar days prior to the last day of the then-current term. 8.1 EARLY TERMINATION. FastSensor may terminate the Service for nonpayment or other default before the end of the term, or You may terminate your Service before the end of the term. 8.2 TERMINATION FOR CAUSE. Either party may terminate (in whole or in part, i.e., solely with respect to certain locations) upon notice if necessary for it to comply with any applicable Law or industry standard. Notwithstanding the foregoing, FastSensor may terminate immediately upon notice if You breach Section 4 or 6. 9. REFUND OR PAYMENT UPON TERMINATION. If this Agreement is terminated in accordance with Section 8.1, or terminated by FastSensor in accordance with Section 8.2, no refunds will be provided to You for any prepaid fees covering the remainder of the term. In no event will termination relieve You of Your obligation to pay any fees payable to FastSensor for the period prior to the effective date of termination. 10 EQUIPMENT. Unless FastSensor expresses otherwise in writing, all equipment, including but not limited to, any sensors, switches, routers, modems units distributed to and/or installed for use in Your location(s) by or on behalf of FastSensor ("Equipment") remains the property of FastSensor. You will acquire no ownership or other interest in the Equipment, and software by virtue of payments made pursuant to this Agreement or by the attachment of any portion of the Equipment to Your premises. 10.1. MISUSE OF EQUIPMENT. You agree that neither You nor any other person (except FastSensor’s authorized personnel) will open, alter, misuse, tamper with, service, or make any alterations to any Equipment. You will not remove any markings or labels from the Equipment. You agree to safeguard the Equipment from loss or damage of any kind. Any misuse, alteration, tampering, or removal is prohibited. 10.2. RETURN OF EQUIPMENT. If this Agreement is terminated or cancelled (for whatever reason), unless FastSensor expresses otherwise in writing, You agree that You no longer has the right to keep or use the Equipment and You must promptly return the Equipment. The Equipment must be returned to FastSensor in the same condition as when received, ordinary wear and tear excepted. Absent other instructions, if You fail to return the Equipment, You will pay any expenses FastSensor incurs in retrieving the Equipment. Failure of FastSensor to remove the Equipment does not mean that FastSensor has abandoned the Equipment. FastSensor may impose a charge for unreturned Equipment to be determined in accordance with FastSensor's then current schedule of charges for non-returned Equipment and/or continue to charge You a monthly fee every month until any remaining Equipment is returned, collected by FastSensor or fully paid for by You. Any charge for unreturned Equipment shall be due immediately. 10.3. DAMAGED OR LOST EQUIPMENT. If the Equipment is damaged by You, destroyed, lost or stolen while in Your possession, You is responsible for the cost of repair or replacement of the Equipment. 10.4. OPERATION OF EQUIPMENT. You agree to operate any Equipment in accordance with instructions of FastSensor or FastSensor's agent. Failure to do so may make You responsible for damage to Equipment. 10.5. REPAIR. FastSensor will repair and/or replace defective Equipment provided such damage was not caused by Your misuse, neglect or other fault. 11. CONFIDENTIALITY. “Condential Information” includes any information disclosed by one party to the other in writing and marked “condential” or which, due to its nature, reasonably should be understood to be condential. “Condential Information” shall also include information about the Services available only via the Dashboard Interface (other than the Reports). Notwithstanding the foregoing, Condential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Condential Information. Neither party will use or disclose the other party’s Condential Information without the other party’s prior written consent, except for the purpose of performing its obligations under this Agreement or if required by Law or court order, in which case, the party being compelled to disclose Condential Information will give the other party as much notice as is reasonably practical prior to disclosing such information. Notwithstanding the foregoing, You acknowledge and agree that FastSensor may communicate with your FastSensor Reseller with respect to the Services provided to You under this Agreement. 12. INDEMNIFICATION. You agree to indemnify, hold harmless and defend FastSensor and any of its ocers, directors, employees, agents or aliates (each, an “Indemnied Party”), at Your expense, from any liability, damages, settlements, penalties, nes, costs or expenses, including, without limitation, reasonable attorneys’ fees and other litigation expenses (a “Claim”) incurred by any Indemnied Party, (i) arising out of or relating to Your breach of any term or condition of this Agreement; or (ii) arising out of or relating to Your use of the Services. In addition, Company hereby agrees to indemnify FastSensor for any Claim related to the gathering of the Data and/or the provision of Reports or Services. In such a case, FastSensor will provide You with written notice of such Claim. You shall cooperate as reasonably required in the defense of any Claim. FastSensor reserves the right to assume the exclusive defense and control of any Claim subject to indemnication by You. 13. DISCLAIMER OF WARRANTIES. Company expressly agrees that the Services and Reports are provided on an “as is” basis. Neither FastSensor nor any of its ocers, directors, employees or agents, makes any representation, claim or warranty with respect to the Services or the Reports, whether express or implied, including without limitation, any warranty of quality, performance, non-infringement, merchantability, or tness for a particular purpose, or any results generated from use of the Services or the Reports. FastSensor makes no warranty that the Services will meet Company’s requirements, or that the Services will be uninterrupted, timely, secure, or error free. The foregoing exclusions are an essential part of this Agreement. 14. LIMITATION OF LIABILITY. FastSensor will not be liable to You or any third-party claimant for any indirect, special, punitive, exemplary, consequential (including, without limitation, lost prots), or incidental damages, including but not limited to damages resulting from the use of or the inability to use the Services or any interruption, termination or suspension of the Services, or for cost of procurement of substitute services, or damages for loss of use, data or other intangibles, regardless of the theory on which such claim is based, even if FastSensor has been advised of the possibility of such damages. These exclusions shall apply regardless of the failure of the exclusive remedy provided in the last sentence of this Section 14. Some states do not allow the limitation or exclusion of warranties or of liability for incidental or consequential damages, so the limitations or exclusions in this Section 14 and in Section 13 may not apply to You. FastSensor’s total cumulative liability for any loss or damages arising out of or relating to this Agreement shall not exceed $500. 15. U.S. GOVERNMENT RIGHTS. If the use of the Services is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in any software used by FastSensor in providing the Services (the “Software”), including its rights to use the Software or any related documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement. 16. MISCELLANEOUS. The relationship between the parties is one of independent contractors; nothing herein shall be deemed or construed to create an employer/employee, joint venture, or partnership relationship between FastSensor and You. Neither FastSensor nor its employees are the servants, agents or employees of You. Each party shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendments made in accordance herewith and the Privacy Policy Agreement, which is incorporated by reference herein) represents the complete agreement between the parties concerning its subject matter, and supersedes all prior agreements and representations between them. Unenforceable provisions will be modied to reect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of this Agreement will remain in full effect. Any notices to FastSensor shall be sent to: GTI Technologies Inc., 1000 N West Street, suite 1200, Wilmington, DE, 19801, or such address as may be provided by FastSensor. Notices to FastSensor shall be sent via certied mail or overnight courier, and shall be deemed given upon actual receipt. Notice to You may be effected by sending an email to the email address specied in Your account, or by posting a message via “Alerts” in the Dashboard Interface. Notices shall be deemed received when sent (for email) or no more than 15 days after having been posted to Your Dashboard Interface. A waiver of any default is not a waiver of any subsequent default. Sections 6 and 10 through this Section 16, inclusive, shall survive termination of this Agreement. This Agreement shall be construed as if both parties jointly wrote it and shall be governed by California law without regard to any California conicts of laws principle that would refer the construction, interpretation or governance of this Agreement to the laws of another jurisdiction. All claims arising out of or relating to this Agreement shall be litigated exclusively in the federal or state courts of San Diego County, California, USA. The parties hereby irrevocably consent to personal jurisdiction in those courts. AGREE AND ACCEPTED BY: I accept the Equipment Use, Electronic Dashboard and Reporting Services Terms & Conditions.