The present Software Licensing Agreement (the “Agreement”) is entered into and effective as of the Licensee’s approval of the quotation (the “Effective Date”). This Agreement is made by and between SKEYEWATCH, INC., a Florida Profit Corporation, having its principal office located at 5207 Commercial Way, Spring Hill, FL 34606 (the “Company”) and the customer acquiring the license to skEYEwatch’s software (the “Licensee”), as identified in the approved quotation. In this Agreement, the Company and the Licensee are collectively referred to as the “Parties” and individually, as a “Party”.

WHEREAS:

A. The Company is a telematics solutions provider, and solely created and developed a proprietary software licensed under the following names: skEYEtrax, skEYEvue, skEYEvue XR, skEYEvue MAX, RAILvue, and RAILvue XR (the “Software”).

B. As the sole and exclusive owner of all the Software’s copyrights and coding infrastructure, the Company holds the right to license the Software and perform Software support services.

C. The Licensee wishes to purchase a license to the Software, and the Company wishes to grant the Licensee a license to use the Software, in accordance with the terms set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth below, the Parties agree as follows:

1. LICENSE TO THE SOFTWARE

1.1 License Grant.

Subject to the terms of this Agreement, and in exchange for the licensing fees described in this Agreement as attributable to the Software (the “Licensing Fees”), the Company shall grant the Licensee a limited, non-sublicensable, non-exclusive, non-transferable, and royalty-free license to execute, use, and run the Software for the Licensee’s internal use and sole benefit (the “License”). The Licensee may use the camera video downloaded in connection with the Software for the Licensee’s internal purposes, without restriction.

1.2 Phone Support.

Subject to the payment of the Licensing Fees, the Licensee shall benefit from phone support in connection with the Software. The phone support shall be provided on an as-needed and as-available basis. The Licensee acknowledges that phone support may not be available outside of the Company’s standard office hours.

1.3 Equipment.

The Licensee may purchase equipment in connection with the Software (the “Equipment”) directly from the Company, subject to the terms of this Agreement. The purchase of Equipment and the License to the Software by the Licensee shall be referred to as the “Solution”.

2. INTELLECTUAL PROPERTY

2.1 IP Ownership.

The Company shall, at all times, retain full title to and ownership of the Software. The rights provided by the Company to the Licensee in and to the Software shall be limited only to such licensing rights that are expressly set out in this Agreement.

2.2 Authorized Vehicles.

The License shall be limited to the total vehicles owned or leased by the Licensee in which the Software-related equipment is installed (the “Authorized Vehicles”). The Software may only be used in connection with the Authorized Vehicles and not in any other vehicles.

2.3 Authorized Users.

Subject to the Company’s approval, the Licensee shall designate, identify, and name users authorized to use the License on behalf of the Licensee (the “Authorized Users”). Authorized Users may access the Software using the Company’s web application and/or mobile applications. The Licensee shall ensure that all Authorized Users observe and comply with all obligations and restrictions under this Agreement, and the Licensee hereby assumes full responsibility and liability for, and fully indemnifies the Company for the use of the Software, and for any breach of this Agreement, by an Authorized User.

2.4 Restrictions.

During the term of this Agreement and thereafter, the Licensee agrees not to:

• (i) Transfer, lend, sell, sublicense, assign, or otherwise transfer the Software, or any component thereof, except as authorized under this Agreement;
• (ii) Make any edits, modifications, updates, or changes to the Software, whether in full or in part;
• (iii) Prepare any derivative work based upon the Software or any component thereof;
• (iv) Remove, obscure, or alter any notice of intellectual property rights present on or as part of the Software or any component thereof;
• (v) Use the Software or any component thereof for any purpose not authorized by law or contemplated under this Agreement; and
• (vi) Authorize or permit any person or entity to do any of the foregoing.

2.5 Improvements.

Unless otherwise indicated by the Company, the License shall not entitle the Licensee to alter, modify, amend, enhance, improve, or update the Software unless such action is part of the ordinary, intended use of the Software (the “Improvements”). Any Improvements made by the Licensee shall be deemed owned and authored by the Company, and the Licensee hereby waives all moral rights that may be attached to such Improvements.

3. INFORMATION PROVISION

3.1 Information Provision.

Upon the execution of this Agreement, the Licensee shall promptly provide all information requested by the Company. Such information may include, without limitation:

• Authorized Users’ full names and email addresses;
• The role to be assigned to each Authorized User, whether user, manager, or admin;
• A list of all Authorized Vehicles in the Licensee’s fleet;
• Any other information reasonably requested by the Company.

4. PAYMENT OF LICENSING FEES

4.1 Licensing Fees.

In exchange for the License to the Software, the Licensee shall pay the Company the applicable Licensing Fees, plus any applicable taxes. During the Initial Term (as further defined), the Licensing Fees shall be as follows:

• Sixty-nine dollars ($69.00) per month per Authorized Vehicle for the License; or
• Seventy-nine dollars ($79.00) per month per Authorized Vehicle for the License, including the Company’s AI.

4.2 Amendments to Licensing Fees.

The Company reserves its right to amend or modify the Licensing Fees, in whole or in part, at any time, at the Company’s discretion.

4.3 Solution Payment.

Any Equipment purchased by the Licensee shall be paid by the Licensee in full in advance. As such, the Company shall not ship the Equipment to the Licensee until the costs for the Equipment and one (1) month of Licensing Fees have been paid in full.

4.4 Expenses.

The Licensee agrees to pay the Company for expenses incurred in the performance of the Company’s duties pursuant to this Agreement. If the Company handles the installation of the Equipment, the expenses payable by the Licensee shall include, without limitation, travel accommodations, lodging, and a per diem for each installer assigned by the Company.

4.5 Payment Terms and Methods.

The Licensing Fees shall be payable in advance on a monthly basis, on the 1st or 15th day of each month, as indicated by the Company and based upon the date at which the Licensee activates the Software, and goes live. The Licensee agrees that the Company’s invoices shall be paid no later than fifteen (15) days from the date of the invoice. The Company’s invoices may be paid by business check, credit card, ACH, cash, or wire transfer.

4.6 Full Payments.

All payments by the Licensee shall be made in full on or prior to their due dates, without deductions or set-offs of any kind, except if explicitly authorized by the Company in advance.

4.7 Taxes.

The Licensee shall be responsible for the payment of all applicable taxes, fees, or other governmental charges that may be imposed, collected, or charged in connection with or arising out of the payment of the invoices to the Company. Any such taxes, fees, and governmental charges shall be paid by the Licensee, and the Licensee agrees to indemnify and hold harmless the Company therefrom.

4.8 Late Payments.

Invoices that are fifteen (15) days past due shall be deemed late. Invoices that are thirty (30) days past due shall result in the suspension of the Licensee’s account, and shall be subject to interest payable on the amount of the past due balance. The interest payable by the Licensee shall be one and a half percent (1.5%) on the total amount due per month, or the maximum interest rate permitted by applicable law, whichever is higher.

4.9 Account Suspension.

If the Licensee’s account is suspended, the Company shall suspend the provision of the License, without any liability to the Licensee. To reinstate the License, the Licensee shall pay the sums owed and interest accrued to the Company, as well as a fee of two hundred fifty dollars ($250.00), subject to the Company’s prior written consent.

4.10 Collection Costs.

If the Company incurs collection costs to collect any payment due by the Licensee, the Licensee agrees to pay the Company for all charges, costs, and fees incurred, including attorney fees and court costs.

5. REPRESENTATIONS AND WARRANTIES

5.1 Intellectual Property Rights.

The Company hereby represents and warrants to the Licensee that:

• (a) The Company has the right to grant the rights and License provided for in this Agreement, and the Company has not assigned, licensed, or otherwise conveyed the sole and exclusive rights outlined in Section 1 to any other person, such that it would conflict with the License; and
• (b) The Company shall take commercially reasonable steps to ensure that the Licensee’s rights with respect to the License of the Software are maintained and preserved during the term of this Agreement.

5.2 Mutual Representations and Warranties.

Each Party represents and warrants to the other Party as follows:

• (a) Compliance with Laws. Each Party shall perform its obligations under this Agreement in compliance with all applicable international, national, and local laws and regulations.
• (b) Harmful Code. Each Party confirms that any media used to facilitate the provision of the Software shall contain no viruses or other computer instructions or technological means intended to disrupt, damage, or interfere with the use of computers or related systems.
• (c) Due Authority. Each Party has the full right and authority to enter into, execute, and perform its obligations under this Agreement. No pending or threatened claim or litigation known to the Party would have a material adverse impact on its ability to perform as required by this Agreement.
• (d) Vehicle Hardware Installations. Vehicle hardware installations performed by authorized skEYEwatch representatives are warrantied for workmanship or installation-related failures for 30 days from the completion date of installation. All installations performed by unauthorized third-party installers or uncertified installers have no warranty, expressed or implied.

6. TERM AND TERMINATION

6.1 Initial Term.

This Agreement shall be effective as of the Effective Date and shall remain in effect for a twelve (12) month term (the “Initial Term”), unless terminated or renewed.

6.2 Renewal.

Provided the Parties are not in default under any of the terms of this Agreement, this Agreement is auto-renewing unless the Company is notified in writing within 30 (thirty) days prior to the termination date, for a predetermined duration (the “Renewal”) as of the end of the Initial Term, upon the same terms and conditions contained herein.

6.3 Termination by the Company.

The Company may terminate this Agreement immediately upon written notice to the Licensee in the event of a breach of this Agreement by the Licensee. The Company reserves the right to terminate this Agreement if the Licensee has not paid the Licensing Fees, in full or in part, on their due date.

6.4 Termination by Either Party.

Either Party may terminate this Agreement if the other Party:

• (a) Ceases operation without a successor;
• (b) Seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against such Party (and not dismissed within sixty (60) days thereafter); or
• (c) Commits an act of gross negligence or fraud.

6.5 Termination by the Licensee.

The Licensee may terminate this Agreement for convenience upon providing thirty (30) days prior written notice. The Licensee shall then be responsible for paying a penalty for early termination in the amount of five hundred dollars ($500.00) and fifty percent (50%) of the Licensing Fees payable for the remainder of the Initial Term or any Renewal term, as applicable.

6.6 Effects of Termination.

Upon the termination of this Agreement, the License granted to the Licensee shall immediately cease, and the Licensee shall no longer have the right to use the Software. Further, the Licensee acknowledges that all Licensing Fees paid are final and may not be refunded.

6.7 Survival of Provisions.

All the provisions of this Agreement relating to liability and indemnification shall survive the termination of this Agreement.

7. CONFIDENTIAL INFORMATION

7.1 Definition of Confidential Information.

“Confidential Information” means any information which:

• (a) Is identified or being treated as confidential by the Company;
• (b) Would be understood to be confidential by a person exercising reasonable business judgment;
• (c) Includes this Agreement and any discussions surrounding this Agreement; and
• (d) Includes the Company’s trade secrets, proprietary information, source code, software tools, modules, designs, plans, works in process, future developments, marketing or business plans, financial information, and data collected and/or obtained in connection with the Software.

7.2 Obligations of Confidentiality.

The Licensee shall safeguard the Confidential Information from unauthorized use or disclosure. The Licensee shall keep confidential and not disclose the Confidential Information to any third party, except with the Company’s prior written consent or as may be required by law. The confidentiality obligations contained in this Agreement shall survive the termination of this Agreement and shall remain in effect for the longest duration permitted by law.

8. LIMITATION OF LIABILITY

8.1 Company Liability Limitation.

Except for the Company’s liability arising from any willful misconduct or fraud, the Company shall not be liable to the Licensee for any loss of use, interruption of business, lost profits, or any indirect, special, incidental, or consequential damages of any kind, whether in contract or otherwise, even if the Company has been advised of the possibility of such damages.

9. INDEMNIFICATION

9.1 Licensee Indemnification.

The Licensee shall defend, indemnify, and hold the Company and its officers, directors, and employees harmless from and against any and all claims, losses, liabilities, damages, expenses, and costs (including reasonable attorney fees and court costs) arising from or relating to the Licensee’s use of the Software, any acts taken by the Licensee beyond the authority granted under this Agreement, or as a result of any breach by the Licensee of any covenant, warranty, or representation made under this Agreement.

10. DISCLAIMERS

10.1 “As Is” Software.

The Software is provided “as is” and “as available”. The Company makes no warranties, either express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose, with respect to the Software, the Equipment, and the Solution.

10.2 Usage Disclaimer.

The Licensee expressly acknowledges that the Software is for reference and efficiency purposes only and should not be relied upon in isolation for decision making with respect to safety and insurance claims. The Company disclaims any liability related to or connected to losses that may arise as a result of incomplete, inaccurate, mistaken, or faulty data or surveillance generated by the Software, however so arising.

10.3 Limitation of Risk.

The Licensee’s usage of the Software shall be at the Licensee’s sole risk. As a result, the Licensee releases and discharges the Company from all claims, losses, damages, liabilities, obligations, rights, remedies, and causes of action of every nature that the Licensee may have or has had against the Company arising out of the License, the Licensee’s use of the Software, data involving the Software, the Equipment, and the Solution.

10.4 Basis of License.

The Licensee expressly acknowledges that the Company is providing the License pursuant to this Agreement in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of this Agreement.

11. CHOICE OF LAW AND DISPUTE RESOLUTION

11.1 Choice of Law.

This Agreement shall be governed and construed in accordance with the laws of the State of Florida.

11.2 Dispute Resolution.

In the event of a dispute, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a satisfactory solution.

11.3 Notice of Arbitration.

If the dispute is not settled within a period of thirty (30) days, any Party may proceed to arbitration by written notice to the other Party describing the reasons for the dispute and reasonable details to support the dispute. Upon receipt of such notice, the dispute shall be referred to and finally resolved by arbitration, to the exclusion of the courts.

11.4 Arbitration Proceedings.

The arbitration proceedings shall be administered in accordance with the standards set forth by the American Arbitration Association. The selected arbitrator shall be a neutral practicing attorney or retired judge with experience arbitrating similar cases. The arbitration proceedings shall be strictly confidential.

11.5 Arbitration Award.

The arbitration award shall be made in writing, and the arbitrator shall be instructed to conduct the arbitration in an expeditious manner, unless the subject matter of the dispute requires otherwise. The arbitrator’s award shall be binding and final.

11.6 Equitable Relief.

Nothing in this section shall be interpreted as preventing a Party from seeking or obtaining equitable relief in any court of law of competent jurisdiction.

12. GENERAL

12.1 Notices.

Either Party may send notices to the other pursuant to this Agreement by certified mail or email to the email address appearing below the Party’s respective names on the last page of this Agreement, and such notices shall be deemed received three (3) business days after they are sent.

12.2 Amendment.

This Agreement may only be amended by mutual written consent of the Parties. Notwithstanding the foregoing, the Company may amend any portion of this Agreement, without requiring the Licensee’s written consent, to comply with an applicable law, regulation, or policy.

12.3 No Waiver.

Neither Party shall be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than:

• (i) By an authorized representative; and
• (ii) In an explicit written waiver.

No waiver of a breach of this Agreement shall constitute a waiver of any prior or subsequent breach of this Agreement.

12.4 Force Majeure.

“Force Majeure” refers to any event or circumstance beyond a Party’s reasonable control. Force Majeure may include, without limitation, government orders, epidemics, pandemics, the breakdown or failure of production facilities, acts of God, strikes, lockouts, industrial disturbances, riots, floods, hurricanes, fires, and other natural disasters.

• The Company shall not be responsible for breaching or delaying the performance of its obligations if the Company can show that:
  • (i) The breach was due to an unforeseen Force Majeure event;
  • (ii) This Force Majeure event and its effects could not have been taken into account when signing this Agreement; and
  • (iii) This event is insurmountable.

To the extent caused by a Force Majeure event, no delay, failure, or default shall constitute a breach of this Agreement.

12.5 Assignment & Successors.

Neither Party may assign this Agreement. Notwithstanding the foregoing, either Party may assign this Agreement in whole or in part in connection with the sale, merger, or other corporate combination involving all or substantially all of the assets of the assigning Party to a third party, provided that the assignee assumes all of the assigning Party’s obligations and liabilities hereunder. Except to the extent forbidden in this subsection, this Agreement shall be binding upon the respective successors and assigns of the Parties.

12.6 Severability.

In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted, and the remaining provisions of this Agreement shall remain in full force and effect.

12.7 Entire Agreement.

This Agreement sets forth the entire agreement of the Parties and supersedes all prior writings, negotiations, and discussions with respect to the subject matter hereof. Neither of the Parties has relied upon any such prior or contemporaneous communications.

12.8 Headings.

Headings are included for convenience only and shall not affect the interpretation or construction of this Agreement.

12.9 Currency.

Unless otherwise specified in writing by the Company, all amounts referenced herein are in United States Dollars (USD).

12.10 Binding Effect.

The present Agreement shall be binding and enforceable against the Licensee as of the Effective Date, as though the Licensee manually signed this Agreement.