02/1/2025
Exhibit A

Terms of Service

These Terms of Service (“Terms”) are effective as of the effective date (“Effective Date”) of the PO to which this Exhibit A is attached. 

1. Definitions. Capitalized terms not otherwise defined in the PO or herein shall have the meanings set forth below: 

1.1 “Claims” means all claims, requests, accusations, allegations, assertions, complaints, petitions, demands, suits, actions, proceedings, causes of action, and associated liabilities, losses, damages, costs and expenses, of every kind and description, including but not limited to: (a) the costs of defense and reasonable, actual attorney’s fees, and (b) whether based in common law, statute or in equity. 

1.2 “Client Parties” means any employees, representatives, or agents of Client that Client authorizes to use or gain access to any part of the Services, and Client’s subsidiaries, parents, affiliates, licensors. 

1.3 “Client Portal” means the online interface that Huvr or the Huvr Parties makes available to Client, if applicable, as part of the Platform Services, for purposes including communication, billing, account management, support services, and other Services and activities. 

1.4 “Consumer App” means the downloadable mobile application for End Users to use. 

1.5 “End User” means users of the Consumer App. 

1.6 “Huvr Parties” means Huvr and its subsidiaries, parents, affiliates, licensors, contractors, subcontractors, and third-party service providers. 

1.7 “Location Notice” means a written notice placed in a conspicuous location at Client’s applicable establishment(s) that is visible from outside the establishment and large enough to be seen and read by passers-by that informs individuals including customers and prospective customers of Client’s establishments and or facilities, that (a) they may be photographed or recorded in Client’s establishment, and (b) by entering Client’s establishment, they consent to the use of their likeness, name, and voice. 

1.8 “PO(s)” means the electronic or paper ordering document by which Client indicates its desired equipment, plans, and services and/or in which the parties agree upon additional services and equipment to be provided. 

2. Services.

2.1 Generally.  Huvr shall provide to Client the services (“Services”) set forth in the attached PO, based on Client’s selection of one of Huvr service plan packages (“Plans”), or as otherwise set forth in one or more additional POs as may be executed by the parties. Each PO shall be governed by these Terms. Services may include access to and use of Huvr online services platform (“Platform Services”) and the configuration services to integrate the Platform Services with and receive data from the Consumer App, or the proprietary Huvr sensors: Fiber, Cameras, Microphones and any third-party sensor supplied by Client and approved to use by Client  (“Integration Services”). Client may provide data, text, software, scripts, video, sound, music, photographs, images, drawings, graphics, pricing, product and services information, or other content and materials (“Client Content”) for use in connection with the Integration Services, Consumer App, and Huvr Platform Services. Client shall be solely responsible for all Client Content and the consequences of submitting and publishing the Client Content via the Consumer App and or Huvr Platform. Any Client Content that Client provides to Huvr to be used in connection with the Services will be considered non-confidential and non-proprietary. Huvr may provide additional customization services to Client pursuant to a separate written agreement. 

2.2 Monitoring. Huvr provides service monitoring through its Platform Services, which includes the use of proprietary and third-party sensors as outlined in Section 2.1. While Huvr strives to deliver accurate and timely monitoring alerts, it is not liable for any false positive alerts generated by the services. Huvr does not guarantee that all alerts will accurately identify genuine threats or incidents, and as such, the Client acknowledges that Huvr’s monitoring services are intended to be a supplementary measure rather than a fail-safe security solution. The Client agrees to hold Huvr harmless for any consequences or damages arising from false positive alerts. Further, the Client is responsible for verifying and responding to alerts according to their own security protocols. 

2.3 System Tuning and Optimization. Collaboration with the Client allows Huvr to tune and optimize the Platform Services to achieve the monitoring objectives of the Client. Huvr will engage in periodic reviews and optimization of the monitoring parameters and system configurations in consultation with the Client.

3. Licenses. Subject to Client’s compliance with the terms and conditions of the Agreement, Huvr grants to Client and its authorized users a nonexclusive, nontransferable (except as set forth in Section 17.6), nonsublicensable, revocable right to use the Client Portal and access the Platform Services for Client’s business purposes during the Term. Client, on behalf of itself and the Client Parties, hereby grants to Huvr, a nonexclusive, royalty‐free, worldwide right and license to use Client Content to the extent necessary for Huvr to perform under the Agreement, including to use, reproduce, modify, adapt, publish, translate, transmit, distribute (through multiple tiers), create derivative works of, and publicly display Client Content, in whole or in part, and to grant and authorize sublicenses of the foregoing, for the purposes of Client’s integration with the Huvr Platform and making it available to End Users during the Term. 

4. Changes or Modifications To Huvr Platform. Huvr will provide Integration Services necessary for the proper implementation, integration and configuration of the Platform Services (including the Client Portal) and certain elements of the Consumer App to reflect Client’s branding and the provision of Client Content and Client’s selected Service options, as further described in the applicable PO. Huvr reserves the right, in its sole discretion, to change or modify the Platform Services and Consumer App interface in any manner that it deems necessary or desirable, including adding or removing features or functionality, without notice to Client, provided, however, that such changes do not materially alter the Client Content or materially reduce the Services selected under Client’s Plan without Client’s prior written consent. 

5. Huvr Performance. Huvr shall provide the Services in accordance with the terms of the Agreement and in a professional manner using personnel of required skill, experience, licenses, and qualifications. Huvr may subcontract the Services to Huvr Parties or other trusted third parties with whom Huvr works, without Client’s prior written consent, provided, however, that Huvr shall be responsible for such Huvr Parties’ or other third parties’ performance hereunder. Any changes to the scope of Services must be mutually agreed upon by the parties in writing. 

6. Client Obligations. Client shall (a) provide Huvr with access to Client’s premises and other facilities as may reasonably be required hereunder; (b) promptly respond to any Huvr request for information or approvals; (c) create, maintain, and keep, confidential all access credentials to the Client Portal; (d) be responsible for all Client Content and for all activity within the Client Portal; (e) post adequate Location Notices, of Client’s own or using the example set forth in the attached Exhibit B, in clear and conspicuous locations of Client’s establishment(s) or facilitie(s), including at all entrances; (f) be responsible for any and all Claims arising out of or in connection with its desire to use the video recording Services at Client’s establishment or facilities, including Claims arising from Client’s failure to post adequate Location Notices; and (g) only use the Services in a manner that complies with all applicable federal and state laws, including laws governing the use of video recording and monitoring. Client shall consult its own attorney for legal advice or questions related to the foregoing. Client represents and warrants that: (i) Client owns or controls all rights in and to the Client Content and has the right to grant the licenses described herein; and (ii) all Client Content does and will comply with applicable law. 

6.1 Audit Rights. Huvr reserves the right to audit Client’s use of the Services periodically to ensure compliance with the terms of this Agreement. Such audits will be conducted in a manner that minimizes disruption to Client’s business operations.

7. Platform Services. 

7.1 Availability; Suspension. Huvr will exercise commercially reasonable efforts to make the Client Portal and other Platform Services and the Consumer App available 24 hours a day, 7 days a week, except for the following events: (a) planned downtime or maintenance (with respect to which Huvr shall use commercially reasonable efforts to notify Client through the Client Portal in advance); (b) any unavailability caused by a force majeure event (as described in Section 16); or (c) any disabling, suspension, or termination pursuant to the terms of the Agreement. If Huvr has reasonable grounds to believe that Client’s use of the Platform Services or an End User’s use of the Consumer App may harm any person or entity, Huvr may take adequate measures under its control to prevent, stop or eliminate the harm, where possible. Huvr may suspend Client’s access to any portion or all of the Services: (i) if Huvr determines that (A) there is a threat or attack on any of the Platform Services, (B) Client misuses the Services or creates a security risk, or (C) suspension is otherwise reasonably necessary or prudent; or (ii) if Client fails to make payment when due (suspension for any of the foregoing reasons, a “Service Suspension”). Huvr shall use commercially reasonable efforts to provide notice of any Service Suspension to Client. Huvr may, in its sole discretion, resume providing access to the Services after the event giving rise to the Service Suspension is cured. Huvr shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client may incur as a result of a Service Suspension. Huvr will provide basic support during Huvrs normal business hours for the Services at no additional charge. Huvr will use commercially reasonable efforts to respond to support requests as soon as possible in accordance with the severity level as reasonably determined by Huv. Additional support services may be available for additional fees pursuant to a separate maintenance and support agreement executed by the parties. 

7.2 Prohibited Uses Generally. Client shall not use the Services, directly or indirectly: (a) for any unlawful purposes; (b) to post, transmit or disseminate objectionable content, including, content that is obscene, threatening, defamatory, encourages unlawful behavior, or infringes upon the intellectual property or other rights of any third party; (c) to knowingly disrupt the Platform Services or the Consumer App, or to introduce any viruses, Trojan horses, worms, logic bombs, or other harmful material; (d) to inappropriately harvest or otherwise collect information about others, without their consent; (e) to attempt to gain unauthorized access to Services or to other’s devices, accounts, systems, or networks; (f) to copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer, or decompile any part of the Services; (g) for timesharing purposes; or (h) to sell, resell, lease, license, sublicense, distribute, provide, disclose, exploit or otherwise grant access or make any part of the Services available to any third parties. Client shall not remove, obscure, or alter any confidentiality legends or other intellectual property or proprietary notices affixed to, or contained within, any part of the Services. 

7.3 Feedback; Aggregate Data. If Client or the Client Parties provide Huvr with any comments, bug reports, feedback, suggestions, new features, or modifications related to the Services (“Feedback”), Huvr shall have the right to use such Feedback at its discretion, including by incorporating any such Feedback into the Services or Huvr other products or services. Client, on behalf of itself and the Client Parties, hereby grants to Huvr a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit, and use Feedback for any purpose. Client expressly grants Huvr the right to collect, use, and share in an aggregated and anonymized manner any data associated with use of the Services by Client, the Client Parties, and End Users (collectively, “Aggregate Data”).Huvr may collect, process, use, commercialize and share with third parties Aggregate Data for any lawful purpose, including to improve the Services, develop new services, understand industry trends, create reports or databases summarizing the foregoing, and generally for any legitimate purpose related to Huvr business. 

8. Equipment. 

8.1 Supplied by Client. Use of the Services requires certain equipment, software, and internet access and may be impacted by the performance of any or all of these factors. Client is responsible for ensuring that its systems and equipment (other than equipment provided by Huvr) meet or exceed the requirements provided by Huvr as updated from time to time. The Services are only compatible with equipment provided through Huvr, or one of Huvr authorized third-party equipment providers. 

8.2 Supplied by Huvr. Certain Plans may include installation of Huvr supplied equipment, or Client may need to purchase equipment from one of Huvr authorized, third-party equipment providers. Purchased equipment may be governed by a warranty or terms provided by the applicable third-party equipment provider. Unless purchased by Client, all Huvr supplied equipment is provided to Client solely for use in connection with the Services during the Term and shall remain the property of Huvr. Client acknowledges that Huvr supplied equipment may be new or refurbished. All Huvr supplied equipment must be returned to Huvr upon the termination or expiration of the Agreement as further described in Section 10.3. 

8.3 Equipment Defects. Huvr makes no representation or warranty of any kind, express or implied, in connection with equipment, systems, or services provided by Client or a third party. For equipment purchased by Client through third parties, Client must address defects or other equipment issues with the applicable third-party equipment provider. For Huvr-supplied equipment, Client must notify Huvr of any defects in equipment within 12 months of installation, and Huvr, in its sole discretion, will determine whether an equipment defect exists. If found defective, Huvr may repair or replace defective equipment, or refer Client to a third-party service provider, at Huvr, option, subject to Huvr discretion on the nature and cause of the defect. Huvr is not responsible for equipment damage or defects resulting from Client’s improper use or negligence. Repair or replacement of damaged or defective equipment of which Huvr is notified more than 12 months after purchase or installation may be subject to payment of full or partial fees for such repair or replacement. 

9. Fees and Expenses; Payment Terms . 

9.1 Fees Generally. The use of the Services is subject to Client’s payment of required Plan fees or other applicable fees and expenses for Services (collectively, “Fees”) when due. Fees are paid in advance for each Service period based on the Plan and Services selected by Client as set forth herein or in the applicable PO, and Huvr may automatically process Fees through Client’s chosen payment method in advance in monthly or annual payment intervals, unless otherwise agreed upon by both parties in a PO. If at any time (a) Huvr has not obtained pre-authorization of Client’s credit card prior to the end of each payment interval, (b) Client’s payment method is declined, or (c) Client receives Services in addition to or different from those supplied in the applicable Plan, then Client will be issued an electronic invoice for payment of applicable Fees, and Client must pay its invoice upon receipt. Electronic invoices may be issued via the Client Portal. All Fees are non-refundable unless otherwise expressly set forth herein. There are no refunds or credits for periods where Client did not use Platform Services, used them only partially, or deactivated the account or terminated the Agreement during an ongoing payment interval. If Client fails to make payment of any fees when due, without limiting Huvr other rights and remedies: (i) if payment is 5 or more days past due, Huvr may suspend Client’s access to the Services until all late and current Fees are paid; (ii) Huvr may charge interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law; (iii) Client shall reimburse Huvr for all costs incurred by Huvr in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iv) if Client’s payment is more than 30 days past due, Huvr may close Client’s account and delete all account data. Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties. 

9.2 Expense Reimbursement. Client shall reimburse Huvr for all reasonable travel and out-of-pocket expenses incurred by Huvr in performing the Services. 

9.3 Payment. Client may pay Fees by valid credit card, automated clearing house, or other payment method approved by Huvr. Huvr may seek pre-authorization of Client’s credit card or other payment method prior to Client’s purchase of the Services in order to verify that the payment method is valid and has the necessary funds or credit available to cover Client’s purchase. Client hereby authorizes Huvr to charge all Fees and other amounts described in the Agreement to such credit card or other payment method and authorizes such payment method account to pay Fees and other amounts described herein. Client shall reimburse Huvr for any fees or charges associated with their payments whether via cc, bank transfer, ACH, or other method of payment.  Client agrees to provide Huvr updated information regarding Client’s payment method upon Huvr request and any time the information earlier provided is no longer valid. 

10. Term and Termination. 

10.1 Term. This Agreement shall commence on the Effective Date and shall continue for the initial term (“Initial Term”) set forth in the applicable PO, unless sooner terminated pursuant to this Section 10. Upon expiration of the Initial Term, the Agreement shall automatically renew for additional one-year terms unless either party provides written notice of nonrenewal to the other party at least 60 days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”). If the Term is renewed for one or more Renewal Terms, the terms and conditions of the Agreement during each Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to an adjustment of Fees to Huvr then-current rates or such rates otherwise mutually agreed upon by the parties in writing. If Client provides timely notice of nonrenewal, then the Agreement shall terminate upon the expiration of the then-current Term, unless sooner terminated as provided in this Section 10. 

10.2 Termination for Cause. Either party may terminate the Agreement, effective upon written notice to the other party (“Defaulting Party”), if the Defaulting Party (a) materially breaches the Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent; (c) admits its inability to pay its debts generally as they become due; (d) becomes subject to any bankruptcy proceeding which is not dismissed or vacated within 60 days after filing; (e) is dissolved or liquidated; (f) makes a general assignment for the benefit of creditors; or (g) has a receiver, trustee, custodian, or similar agent appointed by court order to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this Section, Huvr may terminate the Agreement upon written notice if Client fails to pay any amount when due hereunder and such failure: (i) continues for 15 or more days after Huvr written notice to Client of nonpayment; or (ii) occurs more than 3 times in any 6 month period. 

10.3 Effects of Termination or Expiration. Upon expiration or termination of the Agreement for any reason, (a) each party shall return to the other party or destroy, at the other party’s election, all documents and tangible materials (and any copies, physical or electronic) containing, reflecting, incorporating or based on the other party’s Confidential Information and certify in writing that it has done so; (b) Huvr will return to Client all Client-owned property, equipment, or other materials in Huvr possession or control; (c) Huvr may remove, and shall be permitted to access Client’s premises for the purposes of removing, any Huvr-owned property, hardware that has IP associated with services provided, equipment or materials located at Client’s locations, or in lieu of the foregoing at Huvr, option and request, Client shall return all equipment and materials furnished by Huvr to a location specified by Huvr using a reliable shipping method; (d) Client will be liable for all Fees incurred through the effective date of termination, and such Fees will become immediately due and payable following receipt by Client of a final invoice, without further notice or demand from Huvr; (e) all licenses granted to Client, and all rights of Client to receive the Platform Services, will automatically terminate; and (f) Client will immediately discontinue use of the Platform Services. Client shall be responsible for the full purchase price of all Huvr equipment and materials that are not received by Huvr in a usable condition, less normal wear and tear, within 30 days of the effective date of termination or expiration of the Agreement. All historical account data is deleted upon termination or expiration of the Agreement. Client hereby acknowledges that Client will lose access to, and may not later request, Client’s account data once the Agreement has been terminated or otherwise expires. Any export of Client data must be requested prior to termination or expiration of this Agreement. All data export requests: (i) will be completed at Huvr discretion depending on the nature of the request, time and technology constraints; (ii) are subject to additional costs and fees at the rate set forth in Client’s PO or at Huvr then-current hourly rate for professional services; and (iii) are provided to Client pursuant to the license set forth in Section 11.3. 

10.4 Survival. The rights and obligations of the parties set forth in Sections 1, 10.3, 10.4, 11, 12, 14, 15, 14.5, 16, and 17.5 through 17.13 through and any right or obligation of the parties in the Agreement which, by its nature, should survive termination or expiration of the Agreement, will survive any termination or expiration of the Agreement. 

11. Intellectual Property Ownership . 

11.1 Client Ownership. As between the parties, Client is the sole and exclusive owner of and retains any and all right, title, and interest in and to Client Content and Client’s Confidential Information. 

11.2 Huvr Ownership. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collective – ly, “IP Rights”) in and to the Client Portal, the Services, the Consumer App, all documents, data, know-how, methodologies, software, IP Hardware and other materials provided by or used by Huvr in performing the Services, providing the Client Portal, and developed or acquired by Huvr shall be owned exclusively by Huvr and its licensors, and except as otherwise expressly set forth herein or in an applicable PO, all rights in and to such materials are expressly reserved by Huvr. All IP Rights in and to documents, work product and other materials that are delivered to Client under the Agreement or prepared by or on behalf of Huvr in the course of performing the Services, including any interface and integration provided by Huvr, excluding any Confidential Information of Client and Client Content contained therein, (collectively, the “Work Product”), shall be owned exclusively by Huvr. Work Product is licensed to Client, not sold. 

11.3 Exported Data. Subject to the terms and conditions herein or otherwise specified in an applicable PO, Huvr grants to Client, and Client hereby accepts, a limited, nonexclusive, nontransferable (except as set forth in Section 17.6), nonsublicensable, revocable license to use exported data for Client’s internal business purposes only. Client may not copy, distribute, publish, republish, sell, license, lease, give, create derivative works from, or otherwise reproduce, disclose, or make available to others, the exported data or any portion thereof, provided, however, that Client may make a reasonable number of copies of exported data for its internal use and may incorporate exported data into its internal reports, presentations, or other materials provided that such data is not: (a) distributed to third parties; (b) used to produce a commercial product or service; or (c) used directly for revenue generating purposes. 

12. Confidential Information. 

12.1 Generally. Each party shall use commercially reasonable efforts to safeguard and hold in confidence, and not use for any purpose other than in connection with the Agreement, any confidential information or trade secrets of the other party, received in connection with the provision of the Services hereunder, which efforts shall be at least as protective as those used to protect similar confidential information belonging to the receiving party; provided, however, that (a) unless the confidential information is marked as “confidential” or with another proprietary designation, the disclosing party shall advise the receiving party of all applicable restrictions on the use and disclosure of such confidential information, and, upon such event, the receiving party shall comply with all such applicable restrictions, and (b) the receiving party may disclose the confidential information of the disclosing party to the receiving party’s advisors, lenders, investors, or similar parties as part of its valid business purposes subject to confidentiality restrictions at least as stringent as those set forth herein. 

12.2 Exceptions. Notwithstanding the foregoing, confidential information shall not include information that (a) is or becomes within the public domain through no act or omission in breach of the Agreement; (b) was lawfully in the receiving party’s possession without restriction on use or disclosure prior to its disclosure under the Agreement; (c) is lawfully received from another source without restriction on use or disclosure; (d) is independently developed without access to or use of the disclosing party’s Confidential Information, as evidenced by contemporaneous written record; or (e) is required to be disclosed pursuant to applicable law or court order, provided, however, that the receiving party (i) timely informs the disclosing party of such requirements so that the disclosing party may attempt by appropriate legal means to limit or condition such disclosure, and (ii) uses commercially reasonable efforts to limit disclosure and maintain confidentiality to the maximum extent possible. 

13. Representations and Warranties . 

13.1 Mutual. Each party represents, warrants, and covenants to the other party that: (a) it is a business entity duly organized; (b) it has the full right, power, and authority to enter into the Agreement, grant the rights and licenses granted hereunder, and perform its obligations hereunder without breach of any other agreement or obligation by entering into the Agreement; (c) it will comply with all applicable federal, state and local laws and regulations in connection with the Agreement and performance hereunder; and (d) when executed and delivered by such party, the Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 

13.2 Huvr Inc. Huvr warrants that the Services will be provided in a workmanlike manner in accordance with generally recognized industry standards in Huvr field. Client shall provide Huvr with written notice of any breach of the foregoing warranty within 30 days after the date ofHuvr performance of the relevant Services. Upon Client’s written notice of breach to Huvr, Huvr sole liability and Client’s sole remedy shall be that Huvr shall do one of the following in its discretion: (a) re-perform the Services in accordance with the foregoing warranty; or (b) refund the fees received from Client for such Services. Huvr shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client may incur to or on their property during coverage of this Terms of Service, Client PO, or any Client agreement.

13.3 Client. Client warrants that: (a) its use of the Services will comply with and be in accordance with all applicable laws and regulations; and (b) the Client Content will not infringe or misappropriate the intellectual property or other rights of any third party. 

13.4 EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY HUVR IN THIS SECTION 13, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED BY HUVR TO CLIENT, THE SERVICES ARE PROVIDED “AS IS,” AND (A) HUVR MAKES NO ADDITIONAL WARRANTIES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE AS TO THE SERVICES OR ANY MATTER WHATSOEVER; AND (B) HUVR DOES NOT WARRANT OR OTHERWISE GUARANTEE THAT THE SERVICES WILL MEET ANY CLIENT REQUIREMENT NOT SET FORTH HEREIN, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. 

14. Indemnification . 

14.1 Mutual. Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any and all Claims brought by third parties arising out of or resulting from bodily injury, death of any person, or damage to real or tangible, personal property resulting from its willful, fraudulent or grossly negligent acts or omissions. 

14.2 Exclusion for Technological Failures. Notwithstanding the foregoing, Huvr will not be liable for any claim, damage, or loss arising from technological failures where such failures are outside Huvr’s reasonable control, including but not limited to failures of third-party technologies that Huvr does not own or maintain.

14.3 By Huvr. Huvr will indemnify, defend, and hold harmless Client, its affiliates, and its and their respective employees, contractors, agents, directors and officers from and against all Claims brought by third parties to the extent arising from an allegation that Client’s use of the Services in compliance with the Agreement infringes a valid U.S. copyright or trademark existing as of the Effective Date, except that Huvr shall not have any obligations under this Section if the alleged infringement or violation is based upon: (a) use of the Services other than as set forth herein and in the then-current version; (b) any modification or alteration to the Services performed by anyone (including Client) other than Huvr or its authorized agents (other than modifications constituting standard implementation of Huvr-provided options, enhancements and features for the Services); (c) Huvrs compliance with Client’s designs, specifications or instructions if Huvr is unable to follow such designs, specifications or instructions without infringement; (d) combination, operation, or use of the Services with software, hardware, information, data, or other materials, not approved or supplied by Huvr, if infringement (including contributory infringement) would have been avoided by use without such software, hardware, information, data, or other materials; (e) use of a superseded or altered release of the Services if the infringement would have been avoided by the use of the current, unaltered release of the Services; or (f) use of the Services after Huvr, notice to cease use of the Services due to a Claim of infringement (collectively, the “Huvr Indemnification Exceptions”). In the event a court of competent jurisdiction holds that the Services or any component thereof infringes, misappropriates, or otherwise violates any third-party IP Rights, or if Huvr believes such a Claim may arise, Huvr may, in Huvr sole discretion and at no cost to Client: (i) procure for Client the right or license to continue to use the applicable portion of Services; (ii) modify the Services to render them non-infringing but substantially functionally equivalent to the Services prior to such modification; or (iii) if the alternatives described in the foregoing clauses (i) and (ii) are not commercially practicable, terminate the Agreement or the applicable PO, in which case Huvr shall refund to Client the pro rata portion of any Fees paid by Client to Huvr for unused Services. THIS SECTION SETS FORTH CLIENT’S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM OF INFRINGEMENT RELATED TO THE SERVICES OR ANY OTHER INTELLECTUAL PROPERTY LICENSED UNDER THIS AGREEMENT. 

14.4 By Client. Client agrees to indemnify, defend, and hold harmless the Huvr Parties and their respective shareholders, directors, officers, employees, agents, successors and assigns from and against all Claims brought by third parties to the extent arising from: (a) Client’s acts or omissions in connection with the Services, including those related to Client’s or any third party’s use or misuse of the Platform Services through the Client Portal; (b) Client’s breach of the Agreement; (c) the Client Content; (d) infringement, misappropriation, or violation of the rights of any other person or entity (including any third-party IP Rights); and (e) any Huvr Indemnity Exception. 

14.5 Indemnification Procedure. Each party’s indemnification obligations are conditioned upon the indemnified party (a) giving prompt notice of the Claim to the indemnifying party (provided, however, that failure of the indemnified party to provide such notice will not release the indemnifying party from any of its indemnity obligations except to the extent that the indemnifying party’s ability to defend such Claim is materially prejudiced thereby); (b) granting sole control of the defense or settlement of the Claim or action to the indemnifying party except to the extent that settlement may impose any obligation, restriction, liability or admission of fault upon the indemnified party, in which case the indemnified party’s prior written consent is required; and (c) providing reasonable cooperation to the indemnifying party and reasonable assistance in the defense or settlement of the Claim, at the indemnifying party’s request and expense. The indemnified party may, at its option, participate in such defense or settlement with its own counsel at its own expense. 

15. Limitation of Liability: In no event will either party be liable to the other party for any loss of use, revenue, profit, loss of data, or any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. Huvr’s total liability in connection with this agreement and the services hereunder (whatever the basis for the cause of action) will not exceed the total fees that the client actually paid to Huvr under this agreement during the twelve-month period immediately preceding the date on which such liability first arose.

16. Force Majeure. With the exception of Client’s payment obligations, neither party will be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, terrorism, epidemics, embargo, pandemics, shortage of power, telecommunications or internet service interruptions, or other acts or causes reasonably beyond the control of that party. 

17. Miscellaneous. 

17.1 Independent Contractors. The parties are independent contractors, and nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between them. Neither party shall be authorized to contract for or bind the other party in any manner whatsoever. 

17.2 Advocacy. Client agrees to advocate for Huvr and accepts the following obligations: (a) Client agrees to actively work on and publish within 90 days of effective date of this order form a case study highlighting Client’s use of Huvr and inclusive of verified % increase in net revenue; (b); Client agrees to participate in up to three reference calls in each calendar year, subject to reasonable notice and Client availability; (c) Client agrees to participate in up to two press calls in each calendar year, subject to reasonable notice and Client availability; (d) Client agrees to participate in up to one analyst / investor call in each calendar year, subject to reasonable notice and Client availability; and (e) Client agrees to participate in a joint press release announcing the relationship between the Parties, and hereby permits Huvr to use Client’s trademarks, service marks, trade names, logos, symbols, or brand names for this purpose, subject to Client’s review and approval of said release. Failure to meet these obligations will result in loss of the consideration given by Huvr for this Section subject to a 30-day notice and cure period. 

17.3 Export. Client will comply with all applicable export laws and regulations of the United States of America, and will ensure that its use of the Services will not result in (a) export, directly or indirectly, in violation of any applicable export laws; or (b) any use or purpose prohibited by applicable export laws. 

17.4 Notice. All notices or other communications that are required or permitted under the Agreement must be in writing and will be sufficient if delivered personally, sent by nationally recognized overnight courier or by certified mail, postage prepaid, return receipt requested, to the addresses set forth on the PO, or if delivered by email (effective upon receipt of the receiving party’s personal (not automatically-generated) confirmation of transmission) to Huvr at [[email protected]] or to Client at the email address set forth in the applicable PO, or if delivered to any other address provided pursuant to this Section. 

17.5 Entire Agreement; Order of Precedence. This Agreement, together with all Exhibits and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties hereto with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Unless expressly stated otherwise herein, in the event of any conflict between the terms of the body of these Terms and those of any Exhibit or PO, then the terms set forth in these the body of this Agreement shall control. 

17.6 Assignment. Neither party will assign or transfer any rights or obligations under the Agreement (including by operation of law or otherwise) without the prior written consent of the other party. Notwithstanding the preceding sentence, with the exception of an assignment to a competitor of the non-assigning party (which will require consent from the non-assigning party), either party may assign the Agreement without obtaining the consent of the other party, to an entity into which the assigning party is merged, or to an acquirer of all or substantially all of the business or assets of the assigning party, or as part of a business restructuring, sale of stock, or other recapitalization or reorganization. Any purported assignment of rights or transfer of obligations in violation of this Section is void. This Agreement will bind each party’s successors and permitted assigns. 

17.7 No Third-Party Beneficiaries. Nothing expressed or implied in the Agreement is intended to confer any rights, remedies, obligations or liabilities whatsoever upon any person other than the parties hereto, their respective successors or permitted assigns, and the indemnified parties set forth in Section 14. 

17.8 Amendment and Modification; Waiver. This Agreement may be amended, modified, or supplemented only by a written agreement signed by each party hereto. No failure to exercise any rights, remedy, power or privilege (“Right”) arising from the Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any Right hereunder precludes any other or further exercise thereof or the exercise of any other Right. 

17.9 Severability. No invalidity, illegality, or unenforceability of any provision herein in any jurisdiction, shall affect any other term or provision of the Agreement or invalidate or render such provision unenforceable in any other jurisdiction. If any provision is determined to be invalid, illegal, or unenforceable, the remainder of the Agreement shall survive and remain in full force and effect. 

17.10 Governing Law; Disputes. This Agreement and any disputes, controversies, claims, or rights or obligations of parties hereto will be governed in all respects by the laws of the State of Colorado, without giving effect to the conflict of laws provisions thereof to the extent such would require or permit the application of the laws of any other jurisdiction. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way relating to the Agreement in any forum other than the federal and state courts of the State of Colorado sitting in Colorado Springs, Colorado. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such courts. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY HEREUNDER. No action, regardless of form or substance, arising out of the Agreement or the performance or nonperformance of any of the parties’ obligations hereunder may be brought more than one year after a party knew or should have known of the occurrence of the event giving rise to such cause of action. 

17.11 Equitable Relief; Cumulative Remedies. Each party acknowledges that a breach of Section 11 (Intellectual Property Ownership) or Section 12 (Confidentiality) may cause the non-breaching party irreparable harm, for which an award of monetary damages would not be adequate compensation. In the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief without requirement of bond or proof of irreparable harm. Except as expressly set forth in the Agreement, the rights and remedies under the Agreement are cumulative and in addition to any other rights or remedies available at law or in equity or otherwise. 

17.12 Interpretation. Any headings in these Terms are used for convenience, and are in no way intended to define, limit, expand or describe the scope of the Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of the Agreement. 

17.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same document, binding on all parties notwith – standing that each of the parties may have signed different counterparts. The exchange of a fully executed Agreement, in counterparts or otherwise, by electronic means, including by use of electronic signatures, shall be sufficient to bind the parties to the terms and conditions of the Agreement. 

17.14 Client to Provide. (a); Reasonable access to the location where Company’s equipment will be installed and serviced (b): Access to internet with adequate bandwidth to service equipment (c); Access to rackspace and power for endpoint devices and or sensors. (d); Ability to connect to agreed upon sensors via power and API.  

Exhibit B

Sample Location Notice

Notice of Filming: This establishment or location may use cameras or other sensors to collect data and monitor activity in public areas. Monitoring data, including video footage, may be shared with the Huvr Platform for operational and security purposes. 

By entering, you consent to being filmed or recorded through live feeds and agree to the use of your likeness, image, and voice by this establishment and Huvr in connection with its services.

All video footage, data, and transmissions related to the Huvr Platform are the exclusive property of Huvr. By entering, you waive any rights to publicity, privacy, or compensation for the use of your image or likeness. You also release this establishment and Huvr including their successors and licensees, from any liability related to the collection, use, or sharing of such footage.

If you do not agree to these terms or do not wish to be recorded or included in the Huvr Platform, please refrain from entering this establishment. 

Thank you for your understanding and cooperation.