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C19-25.1SEAN A Safe Fleet Brand Demo Units Terms of Use for MobileView System CUSTOMER:City of Beaumont - Transit Services DEMO PERIOD:90 Days NOTICE: THESE TERMS OF USE ARE A LEGAL AGREEMENT BETWEEN YOU AND SEON DESIGN INC. ("SEON") WITH RESPECT TO YOUR USE OF MOBILEVIEW SYSTEM INCLUDING ALL ASSOCIATED SOFTWARE, HARDWARE, DOCUMENTATION, ACCESSORIES, AND STORAGE MEDIA (COLLECTIVELY, THE "PRODUCT"). 1. Legal Agreement. These Terms of Use constitute a legal agreement between you and Seon in respect of your use of the Product. Please treat this document as valuable property. 2. Demo Units. THE PRODUCT IS PROVIDED TO YOU EXCLUSIVELY FOR EVALUATION AND TESTING PURPOSES (THE "DEMO PURPOSES"). IF YOU REQUIRE A PRODUCT FOR USE FOR PURPOSES OTHER THAN THE DEMO PURPOSES, PLEASE CONTACT SEON AT THE ADDRESS BELOW. 3. Ownership. The Product includes (i) software owned by Seon or its licensors, including embedded software and software downloads and upgrades provided by Seon from time to time, (the "Software") and (ii) user manuals and other documentation provided with the Product or published from time to time, by Seon, in respect of the Product (the "Documentation"). The Software and the Documentation are licensed, not sold, to you. You do not acquire any ownership right, interest, or title in or to the Software or the Documentation, or to any related intellectual property rights. 4. License. Subject to these Terms of Use, Seon hereby grants to you a personal, non-exclusive, and non -transferable license to use the Software and the Documentation solely in connection with the Demo Units (the "License"). 5. Restrictions. You shall not (i) use the Product except as permitted in these Terms of Use and for the purposes contemplated by the Documentation, (ii) redistribute or authorize or acquiesce in the use of the Software by any third party, or (iii) attempt to defeat any protection method designed to prevent the unauthorized use of the Software. You shall not copy or reproduce the Software or the Documentation except as authorized herein. Upon request by Seon, you agree to give Seon access to your site during regular business hours solely for the purpose of ensuring compliance with these Terms of Use. 6. Confidentiality. The Software and the Documentation contain information that is confidential and proprietary to Seon and its licensors. You shall not (i) remove any notices, labels, or marks from the Software, (ii) deliver, disclose, or convey to any third party, either directly or indirectly, the contents of the VDO DOCS #1197336 v. 3 Software, (iii) alter, modify, translate, decompile, disassemble, or reverse engineer the whole or any part of the Software, or (iv) disclose the changes to any third party. 7. Billing. Seon will provide you a quote for the Demo Unit provided. You are not obliged to pay the invoice if the Demo Unit is returned in working condition to Seon on, or before, the expiration of the Demo Period. If the equipment is not returned the invoice will be payable in full. 8. NO WARRANTY. BECAUSE THE PRODUCT IS FOR DEMO PURPOSES ONLY, THE PRODUCT IS PROVIDED TO YOU ON AN "AS IS" BASIS WITH NO WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO WARRANTY, REPRESENTATION, OR CONDITION, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NON - INFRINGEMENT, PERFORMANCE, DURABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, SHALL APPLY. SEON DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE ON A CONTINUOUS OR ERROR FREE BASIS. THE CONSIDERATION GIVEN BY YOU FOR USE OF THE PRODUCT REFLECTS THIS ALLOCATION OF RISK. 9. Limitation on Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SEON AND ITS SUPPLIERS TO YOU EXCEED THE AMOUNT OF USD$1000 AND IN NO EVENT SHALL SEON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS OR SAVINGS OR LOSS OF DATA, REGARDLESS OF WHETHER SEON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY WHETHER AN ACTION, CLAIM, OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING FROM THE PRODUCT OR THESE TERMS OF USE. 10. Termination by Seon. The License will automatically terminate at the end of the Demo Period. In addition, Seon may terminate the License immediately, at any time, upon written notice to you. 11. Termination for Breach. The Software is protected by copyright laws and International treaty provisions. There are severe penalties, both civil and criminal, for copyright infringement. Any breach of these Terms of Use could cause Seon or its suppliers irreparable harm. If you fail to comply with any of these Terms of Use, all licenses granted hereunder shall automatically terminate without notice, and Seon and its suppliers may exercise any or all of its rights under Terms of Use or under applicable law, including without limitation, obtaining relief by way of a temporary or permanent injunction. 12. Effect of Termination. Upon termination of the License or these Terms of Use, you shall immediately (i) purge all Software from your computer system(s) and return to Seon all copies of the Software and Documentation that are in your possession or control and (ii) at the election and cost of Seon, return to Seon any and all hardware that is included in the Product. 13. Personal Information. You hereby consent to your contact information and information about the specific Seon products you have requested for Demonstration being disclosed to and maintained and used by Seon and its business partners for the purposes of (a) managing and developing their respective businesses and operations; (b) marketing products and services to you; and (c) developing new and enhancing existing products. You further agree that we may provide this information to other persons as required to satisfy any legal requirements and to any person that purchases all or a substantial portion of Seon's assets. If you wish to gain access to any personally identifiable information you have provided to Seon or to make any changes to such information please, contact Seon. 14. Miscellaneous. Paragraphs 1, 5, 6, 8, 9, 13 and 14 shall survive termination or expiration of these Terms of Use and the rights granted hereunder. When used in these Terms of Use, the term "license" shall be deemed to include "sublicense" for Software supplied or owned by a third party. To the extent permitted by law, Seon's Software suppliers shall be third party beneficiaries to these Terms of Use, shall be permitted to enforce the terms of these Terms of Use for the purposes of enforcing their intellectual property rights in the Software, and shall enjoy the benefit of any limitations or exclusions of liability set out herein. These Terms of Use constitute the entire agreement of the parties with respect to the Product, and supersede all prior communications, agreements, and discussions between the parties. These Terms of Use will be governed and construed in accordance with the laws of the State of Washington, USA, excluding any rules of private international law that lead to the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply. If any provision of these Terms of Use is void or is declared void, such provision shall be severed from these Terms of Use, which shall otherwise remain in full force and effect. I have read and understand and I agree to be bound by these Terms of Use. Signature: Name: Title: Date: Company Name: Address: City of Beaumont - Transit Services 33.929554-116.974933BeuamontUnited StatesUSBlock92223CaliforniaCA550 East 6th St. Beuamont California, 92223 If you have any questions regarding the Product or these Terms of Use, please contact us at: 2 VDO DOCS #1197336 v. 3 Phone: 1-604-941-0880 Toll Free: 1-877-630-7366 Fax: 1-604-941-0870 3 VDO DOCS #1197336 v. 3 SEON Unit 111-3B Burbidge Street Coquitlam, BC, Canada V3K 7B2 Aftab Hussain From: Robert L. Patterson <patterson@sbemp.com> Sent: Wednesday, March 27, 2019 12:15 PM To: Aftab Hussain; Elizabeth Gibbs Cc: Robert L. Patterson Subject: RE: Demo Agreement Hi Aftab: This agreement says that the City can demo the system, that no representations or warranties are provided concerning the equipment, that Seon's maximum liability is $1,000 and that Canadian law will apply. It says that at the end of the demo period they will send the City an invoice and the City is pay the invoice or return the system in working order. However, it does not say how much the invoice will be for. It does not provide a copy of the final agreement either. The final agreement will need to contain (1) the price (2) warranties for the equipment and (3) a provision that California (not Canada) law will apply (4) a provision that venue for any dispute will be in Riverside County. You should ask them to send the actual agreement for the system so the City can know what it will be agreeing to if it accepts the system. Bob From: Aftab Hussain [mailto:AHussain@beaumontca.gov] Sent: Tuesday, March 26, 2019 10:03 AM To: Robert L. Patterson <patterson@sbemp.com>; Elizabeth Gibbs <EGibbs@beaumontca.gov> Subject: FW: Demo Agreement Good morning Bob, Please see attached agreement for installation of demo cameras at one of our bus. The demo is for 90 days at no cost. If the City likes the camera system City may decide to keep the system and purchase it. Thank you Aftab From: Rick Gougeon <rGougeon@safefleet.net> Sent: Tuesday, March 26, 2019 8:01 AM To: Aftab Hussain <AHussain@beaumontca.gov> Cc: Kim Gaucher <kgaucher@safefleet.net> Subject: FW: Demo Agreement Sorry If I am being redundant. I don't see that I have a signed copy of the Demo Agreement. Would you please sign and return. I am working on getting out the hardware order today. Thank you, From: Rick Gougeon Sent: Thursday, March 7, 2019 1:50 PM To: Aftab Hussain <AHussain@beaumontca.gov> Cc: Kim Gaucher <kgaucher@safefleet.net> Subject: Demo Agreement Aftab — here is the beginning of the paperwork for our demo. I need the word doc signed and returned. The PDF is a general description of the installation and work to take place. Thank you, Rick Gougeon Western Region Sales Manager Transit Video Sales MobileView SEAN Safe Fleet 1 630 Hickory St. NW 1 Albany, OR 1 97321 [m] 802-318-33581 rgougeon@safefleet.net SafeFleet.net 1 MobileViewVideo.com 1 Seon.com 2 SAFE/ FLEET MObIIeV1eW SEON Bus & Rail Transit Bus Surveillance Solutions to Keep Your Passengers and Drivers Safe 0=0, Proposal for Products & Services City of Beaumont Transit Services MobileView SEAN March 28, 2019 City of Beaumont Transit Services 550 East 6th St. Beaumont, California 92223 Dear Aftab Hussain, Cover Letter We are pleased to provide a comprehensive proposal for an advanced mobile surveillance system. We trust this customized solution will help you meet your transit system's goals for increased passenger, driver safety, and security. Who We Are Safe Fleet Bus & Rail is a division of Safe Fleet, a leading global provider of safety solutions for fleet vehicles. Safe Fleet Bus and Rail is dedicated to serving the safety and security needs of the transit industry through its portfolio of leading brands which include two of the top video surveillance brands in Transit: MobileView and Seon. MobileView and Seon have 40 years of combined expertise delivering advanced video surveillance solutions for buses. Independently ranked as the #2 and #3 mobile surveillance brands in the Americas in industry analyst IHS Group's 2017 biennial report on the mobile video surveillance market, together we are now positioned to be the #1 provider. With over 350,000 installed mobile surveillance systems, 5000+ satisfied fleet safety customers, and proven experience delivering advanced video solutions for the top 100 transit agencies in North America, we are uniquely qualified to help you meet your safety and security goals. What we Offer We have a clear understanding of the requirements of a scalable solution that meets your technological needs now and in the future. As a result of this partnership you will benefit from: • A LONG TERM PARTNER with industry leading experience with the largest North American transit agencies • ADVANCED TECHNOLOGY purpose-built for transit security by an in-house product development and engineering team • PROVEN RELIABILITY backed by rigorous research, design, testing and quality assurance processes • EXPERIENCED CUSTOMER SUPPORT from mobile video surveillance experts with industry expertise Our mission is to be the best safety and security partner for your business. Our employees pride themselves in seeing our customers' solutions outperform their expectations. We look forward to the opportunity to make that a reality for your organization. Our proposal is valid for a period of ninety (90) days. Please do not hesitate to contact me at any time should you have any questions, concerns, feedback or if there is any further clarification I can provide. Best regards, Rick Gougeon Sales Manager - Transit West Safe Fleet Bus & Rail 1.877.630.73661 rgougeon@safefleet.net safefleetnet MobileView SEAN Date: March 28, 2019 Proposal #: 19-3622:44 Expiry Date: May 27, 2019 PREPARED FOR: PREPARED BY: Aftab Hussain (951) 769-8522 Rick Gougeon Assistant Director - ahussain@beaumontca.gov Sales Manager - Transit West Community Services & Transit SOLD TO DETAIL BILLING DETAILS ID: ID: Configuration 1 DVR & Cameras SHIPPING DETAILS Corporate Office: 1.877.630.7366 Unit 111, 3B Burbidge Street Coquitlam, BC V3K 7B2 rgougeon@safefleet.net Q�t ( Description Unit Price Qty Price 1 MVN-1002-K2-433 $746.25 $746.25 7000 SERIES 4TB MEDIA KIT (GEN III CADDY & 2TB HDD + 2TB HDD MEDIA), USB 3.0 1 MVNS-3200-8PF-8EPF $637.50 $637.50 MobileView 3200 Switch, Dual GB Uplink, 8+8 Port PoE Fast Ethernet 1 MSS -4008-00-00 $76.50 $76.50 MobileView Panic Button/Status LED Module Panic Button with R&G Lights 2 MVC -9002 -28 -WI -G $405.00 $810.00 Exterior Camera, 2MP, IP/Analog, True D/N, IR, 2.8mm lens, DC 12V 0.5A / POE 0.2A, 32GB, White, Glass Housing Lens Cover Exterior with 32 GB redundant storage 1 MVC -9102 -28 -BK -FF $400.50 $400.50 FF Minidome Camera w/Audio, 2MP, IP/Analog, True D/N, IR, 2.8mm lens, DC 12V 0.3A / POE 0.1A, 32GB, Black Forward Facing with 32 GB redundant storage 5 MVC -9102 -28 -WI $288.75 $1,443.75 Minidome Camera w/Audio, 2MP, IP/Analog, True D/N, IR, 2.8mm lens, DC 12V 0.3A / POE 0.1A, 32GB, White Interior Dome with 32 GB redundant storage 1 MVC -9800 -28 -WI $348.00 $348.00 Tilt Camera w/Audio, 3MP, IP, True D/N, IR, 2.8mm lens, POE 0.2A, White, 32GB SD, Brush Guard, includes analog output to feed monitor 3MP Rear camera 1 MVN-T7300RF03 $108.75 $108.75 7000 SERIES RF OPTION CARD, 802.11 AC,AN,BGN, DUAL -MODE Wireless Card 802.11 Opportunity ID: 0060P00000i4o3RQAQ safefleet.net MobileView S E•N Accessories Q�yt Description Unit Price Qtv Price 2 MSS -4030 -10 -01 -ETH 4.50 $9.00 ETHERNET CABLE, STANDARD 10FT, CAT5 1 MSS -4030 -15 -01 -ETH 5.81 $5.81 ETHERNET CABLE, STANDARD 15FT, CAT5 2 MSS -4030 -20 -01 -ETH 8.14 $16.28 ETHERNET CABLE, STANDARD 20FT, CAT5 1 MSS -4030 -05 -01 -ETH 2.74 $2.74 ETHERNET CABLE, STANDARD 5FT, CAT5 1 MVSW-DM-S-DEP 4995.00 $4,995.00 Depot Manager - Single Remote Depot License Depot Manager installed on customer supplied server 1 MVN-7300-01-K1 3746.25 $3,746.25 7000 SERIES NVR, HARNESS, CONNECTION KIT 1 MVA -3313 -25 -FGM 195.00 $195.00 Antenna, 3 -CABLE, 25FT length (2 x 2.4 & 5GHz WIFI SMA, 1 x GPS SMA), White W-Fi GPS antenna 1 MSS -4030 -25 -01 -ETH 9.23 $9.23 ETHERNET CABLE, STANDARD 25FT, CAT5 1 MSS -4030 -30 -01 -ETH 13.20 $13.20 ETHERNET CABLE, STANDARD 30FT, CAT5 1 MSS -4030 -55 -02 -ETH -WP 42.00 $42.00 CABLE -ETHERNET WP, CAT6, 55FT 1 MSS-MISC-710310 820.00 $820.00 MON,REI,7in LCD,800X480,3-Cam Inputs,8-32V 7 Backup Monitor Professional Services Description Unit Price Qtv Price 3 MV-INST-EXTCAM $75.00 $225.00 Installation for 9000/9002 cameras 5 MV-INST-INTCAM $50.00 $250.00 Installation of 9100/9102 cameras 2 MV-INST-RVM $125.00 $250.00 Installation, Rear Vision Monitor 1 MV-INST-SMLFLT $1,200.00 $1,200.00 Installation Surcharge for Small Fleet (Less than 10 buses) 1 MV-INST-TRCAMSYS $425.00 $425.00 Installation 7000/7001H NVR with one 9100/9102 camera/GPS and Signals 1 MV-INST-WRLS $2,500.00 $2,500.00 Installation Smart Reach Wireless Access Point Access point installation Opportunity ID: 006OP00000i4o3RQAQ safefleet.net MobileView SEAN Other (3yt Description Unit Price Qty Price 1 Non -Stock $1,000.00 $1,000.00 Non -Stock Part PRS -TRAVEL 1 Non -Stock $750.00 $750.00 Non -Stock Part PRS -REMOTE 1 Non -Stock $1,000.00 $1,000.00 Non -Stock Part PRS-ENGSITE 1 Non -Stock $1,500.00 $1,500.00 Non -Stock Part PRS -TRAIN 1 Non -Stock $71.00 $71.00 Non -Stock Part Seon P/N 080-1030 5 Port Ethernet Switch; [Specified by Rich Tier] 1 Non -Stock $1,642.00 $1,642.00 Non -Stock Part Access Point Seon P/N SRB1ACO20202; [Specified by Rich Tier] 1 MSS-MISC-710301 $1,370.00 $1,370.00 MON,REI,20in LCD Monitor,Slimline,12-24V,Mount Passenger Monitor Freight 1 MV-FRGT-PARTS-GROUND Freight,Ground,Parts Only Unit Price Qty Price $200.00 $200.00 Configuration 1 Total: Parts and Software: $ 21,958.76 USD Professional Services: $ 4,850.00 USD Total: $ 26,808.76 USD Grand Totals: Parts and Software: Professional Services: Total: $ 21,958.76 USD $ 4,850.00 USD $ 26,808.76 USD All purchases must be confirmed with an authorized signature from the purchaser; company issued purchase orders should be provided for all purchases exceeding $10,000.00 (in addition to authorized proposal). Any purchases that are exempt from sales taxes must be accompanied by a tax exemption and/or resellers certificate. By signing below I confirm that I have read and understand the provided proposal and that all information, including billing and shipping details is correct. PO# Name: Opportunity ID: 0060P00000i4o3RQAQ Date: Title: safefeet.net MobileView S E•N All purchases must be confirmed with an authorized signature from the purchaser; company issued purchase orders should be provided for all purchases exceeding $10,000.00 (in addition to authorized proposal). Any purchases that are exempt from sales taxes must be accompanied by a tax exemption and/or resellers certificate. By signing below I confirm that I have read and understand the provided proposal and that all information, including billing and shipping details is correct. PO# Date: Signature: Comments: Safe Fleet Comments & Terms: Proposed installation prices are based on all vehicles being present and available, in a single location, at the time of scheduled installation. Any offsite installation work or the requirement to return to the site at a later date are subject to additional fees Including labor and associated travel costs. This quote is valid for up to 90 days & payment terms Net 30. All sales are final. A restocking fee of 20% will apply for any product returns and/or exchanges requested after initial shipment of the product. Note that product retums and/or exchanges will only be accepted for new, unused product that is within the original, unopened packaging. Thank you for the opportunity to provide a Proposal for your mobile surveillance and fleet management needs. We trust this customized solution will help you meet your goals for passanger and driver safety and security. Please feel free to contact me directly at 1.877.630.7366 if you have any questions or concerns. We look forward to partnering with you. Best regards, Rick Gougeon Sales Manager - Transit West Safe Fleet Bus & Rail 1.877.630.7366 1 rgougeon@safefleet.net Opportunity ID: 0060P0000014o3RQAQ safefeet.net MobileView SEON Product Warranty suggestions by Seon or Seon's agents regarding use, applications or suitability of the goods and/or services shall not be construed as an express warranty unless confirmed to be such in writing by Seon. Purchaser assumes full responsibility for selecting products to achieve purchaser's intended purposes, for properly installing and using those products, and for verifying the results obtained therefrom. PURCHASER'S EXCLUSIVE REMEDY AND SEON'S ENTIRE LIABILITY ARISING FROM OR IN CONNECTION WITH PURCHASER'S USE OF THE PRODUCTS AND/OR THIS AGREEMENT SHALL BE REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS, OR REFUND OR CREDIT OF THE PURCHASE PRICE OF THE PRODUCTS AS SET FORTH ABOVE. SEON SHALL NOT BE SUBJECT TO AND DISCLAIMS: (A) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY; (B) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE, AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO GOODS SOLD OR SERVICES RENDERED BY SEON, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO; AND (C) ALL CONSEQUENTIAL, INCIDENTAL, SPECIAL AND CONTINGENT DAMAGES WHATSOEVER, EVEN IF SEON HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the generality of the foregoing, Seon specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, loss of use of goods or any associated equipment, cost of capital, cost of substitute goods, facilities or services, down-time, shut -down or slow -down costs, or for any other types of economic loss, and for claims of customer's customers or any third party for any such damages. Some jurisdictions do not allow limitation or exclusion of incidental or consequential damages, so this limitation or exclusion may not apply to purchaser. In no event shall Seon's total liability for any damages to purchaser or any other person in connection with the products or this agreement exceed the lower of the suggested list price or the actual price paid for the products, regardless of whether such liability arises from contract, tort, warranty or any other form of claim. If any provision of this agreement is found to be void, invalid, or unenforceable, that finding shall not affect the remaining provisions, all of which shall be enforced to the full extent permitted by law. If any remedy hereunder is determined to have failed of its essential purpose, the limitations of liability and exdusion of damages set forth above shall remain in full force and effect. This agreement may be modified only by a writing signed by a duly authorized representative of Seon. Provisions Applicable to American Customers For those customers whose mailing address is in Canada, Seon's offer and any agreement of sale resulting therefrom shall be governed by and construed in accordance with the intemal and domestic laws of the Province of BRITISH COLUMBIA and the laws of Canada applicable therein without giving effect to the conflict of laws rules thereof. The courts of British Columbia (the "Canadian Closed Courts") shall have exclusive jurisdiction to entertain and determine all disputes and claims, whether for specific performance, injunction, declaration or otherwise arising out of or in any way connected with the construction, breach, or alleged, threatened or anticipated breach of the contract resulting from this offer and shall have jurisdiction to hear and determine all questions as to the validity, existence or enforceability thereof. The purchaser attoms to the exclusive jurisdictions of the jurisdiction of the Canadian Closed Courts, waives any obligation to venue in any action or proceeding regarding Seon Products and waives any objection that the Canadian Closed Courts are an inconvenient forum or do not have jurisdiction over the purchaser of Seon. The United Nations Convention On Contracts For The International Sale Of Goods shall not apply. The information contained herein is subject to change without notice. Provisions Applicable to Canadian Customers For those customers whose mailing address is in Canada, Seon's offer and any agreement of sale resulting therefrom shall be governed by and construed in accordance with the internal and domestic laws of the Province of BRITISH COLUMBIA and the laws of Canada applicable therein without giving effect to the conflict of laws rules thereof. The courts of British Columbia (the "Canadian Closed Courts") shall have exclusive jurisdiction to entertain and determine all disputes and daims, whether for specific performance, injunction, declaration or otherwise arising out of or in any way connected with the construction, breach, or alleged, threatened or anticipated breach of the contract resulting from this offer and shall have jurisdiction to hear and determine all questions as to the validity, existence or enforceability thereof. The purchaser attoms to the exclusive jurisdictions of the jurisdiction of the Canadian Closed Courts, waives any obligation to venue in any action or proceeding regarding Seon Products and waives any objection that the Canadian Closed Courts are an inconvenient forum or do not have jurisdiction over the purchaser of Seon. The United Nations Convention On Contracts For The International Sale Of Goods shall not apply. The information contained herein is subject to change without notice. Extended Warranty for Certain Products The following extended warranty ("Extended Warranty) provisions apply to products ("Extended Warranty Products") in respect of which the customer has purchased the Extended Warranty as a separate product from Seon. If any provisions of the Extended Warranty conflict or are inconsistent with the provisions of the basic warranty set forth above, the provisions of the Extended Warranty shall govem. Seon warrants the Extended Warranty Products against defects in workmanship and materials provided that such defects appear or are discovered within the extended warranty period set forth in the applicable warranty purchased by the customer and provided further that the purchaser of such products notifies Seon of such defects within 30 days of the appearance or discovery of such defects. Under the Extended Warranty: (a) Seon will provide repairs to the Extended Warranty Product at no extra charge during the Extended Warranty period; (b) normal wear and tear IS covered, including replacement of hard drives if necessary; (c) the parts and repair labor required to complete all warranted repairs are included; (d) Seon will arrange and pay the cost of ground freight between customer's location and the Sean U.S.A. service facility (or such other location) as is designated by Seon in the relevant Return Material Authorization issued by Seon in respect of such Extended Warranty Product and (e) Seon will pay freight, brokerage and duty costs to bring the goods to Canada, if required, in the sole and arbitrary opinion of Seon. In addition to the telephone numbers provided above for reporting a warranty matter, purchasers of Extended Warranty products may report warranty matters by e-mail to Seon at: servicef0 seon.com. The purchaser reporting an Extended Warranty issue may request Seon to arrange for pick-up of the Extended Warranty Products and shall provide information as to the number of parcels and shall request a RETURN AUTHORIZATION (RA) NUMBER. Seon will only be responsible for the cost of ground freight. Any additional costs for express modes of freight will be paid by the purchaser of the Extended Warranty Product. Advance replacements will not be provided. A renewal or extension of the Extended Warranty is not automatic and will only be offered at the sole discretion of Seon and must be verified by Seon in writing. safefleet.net IViobile'1/ieuu SEAN Product Warranty Seon Design Inc. ® Product Warranty Seon Design Inc. ("Seon") warrants the cameras and components listed below against defects in workmanship and materials provided that such defects appear or are discovered within the respective periods specified below and provided further that the purchaser of such products notifies Seon of such defects in writing within thirty (30) days of the appearance or discovery of such defects: • Three (3) years from date of purchase, parts and repair labor on all MobileView Recorders, Cameras, and Accessories. • Three (3) years from date of purchase, parts and repair labor on all Cameras • Three (3) years from date of purchase, parts and repair labor on the Explorer® HX, DX, TX, MX, EX, Premier, and Trooper® TL series mobile DVR Systems • Three (3) years from date of purchase, parts and repair labor on all storage media (including hard drives) • Two (2) years from date of purchase, parts and repair labor on inview 360TM' Around Vehicle Monitoring Systems (including cameras, ECU, and wiring) • One (1) year from date of purchase, parts and repair labor on the Smart Reach® and vMax Pulse Wireless systems and other Wireless products • One (1) year from date of purchase, parts and repair labor on the LMU, VML Controller, Student Tracking RFID reader, other vMax Live Plus and vMax Navigator hardware products. • One (1) year from date of purchase, parts and repair labor on all other products and accessories If Seon repairs any camera or component which is out of warranty Seon warrants such repaired cameras or components against defects in workmanship and materials provided that such defects appear or are discovered within 90 days from date of shipment of such repaired camera or component to customer by Seon and provided further that the purchaser of such products notifies Seon of such defects within thirty (30) days of the appearance or discovery of such defects. Subject to the terms and conditions listed below, during the relevant warranty period, Seon will repair, replace, or refund the purchase price for the defective product, whichever Seon considers to be appropriate in the circumstances, in Seon's sole and arbitrary opinion, free of charge, any defective products returned prepaid. In the event purchaser has a problem with any Seon product, please call and request a RETURN AUTHORIZATION (RA) NUMBER from the Service Deparbnent Please call 877-630-7366 or (604) 941-0880 and ask for the Service Department. Be sure to have the model number, serial number and the nature of the problem available for the customer service representative. Prior authorization MUST be obtained for all returns, exchanges, or credits. ITEMS SHIPPED TO SEON WITHOUT A CLEARLY IDENTIFIED RA NUMBER MAY BE REFUSED. Products retumed will be tested to verify for possible defects. Upon verification of a defect, the product will be repaired or exchanged, or the purchase price will be refunded or credited to the customer's account, at the sole option of Seon. In the event of replacement, the returned product will be credited to the customer's account and a new invoice issued for the replacement item. Seon reserves the right to refund the purchase price or to issue a credit only in lieu of replacement. Seon may use new or refurbished replacement parts for repairing its products, at its sole and arbitrary discretion. Seon may replace an entire unit with an equivalent model, at its sole and arbitrary discretion. If a unit is exchanged, the retumed product shall become the property of Seon and the exchange product becomes the property of the purchaser, and the remainder of the warranty that applied to the original unit purchased shall apply to the exchanged product. Exchange units may be new units, or units that have been repaired to full factory specifications, at Seon's discretion. If the product is found to be in good working order or its inability to function properly is not covered by this warranty, the product will be retumed in the same condition as received unless repair is possible and requested by the customer. Repairs of such nature will incur a charge for parts and labor and will proceed only by agreement with the customer to accept the charge. ADVANCE REPLACEMENTS If there is a defect in workmanship or materials covered by this warranty in a camera, recorder or component and customer notifies Seon of such within sixty (60) days of: a) the date of installation of such product if the installation of such product was done by Seon; or b) if Seon did not install the product, of the date of shipment of the product to the customer by Seon, and the customer requests advance replacement of such product by Seon, Seon will replace such product without charge in advance of retum of such product by customer to Seon provided that if customer has not retumed the defective product to Seon within sixty (60) days of the date of shipment by Seon of the advance replacement then Seon will invoice the customer for the purchase price of the advance replacement product including shipping costs and any taxes, duties or other charges related to the advance replacement and the customer shall pay to Seon the amount invoiced within 30 days of receipt of invoice, or if the customer has a written agreement with Seon regarding credit terms, then the customer shall pay the amount invoiced in accordance with the agreed upon credit terms: This warranty shall not apply: a) to equipment not supplied by Seon; b) to computer equipment supplied by Seon (such as monitors, printers, servers and laptops) not manufactured by Seon. The customer must contact original manufacturer of such equipment for warranty terms and service: c) to equipment, including, any components, which shall have been operated in excess of rated capacity, subject to negligence, accident, or damage by circumstances beyond Seon's control, or to improper installation, operation, maintenance, servicing, alterations or storage, modification without Seon's written authorization, misuse, vandalism, fire, floods or acts of nature so as, in Seon's exclusive and arbitrary judgment, to affect the same adversely; d) to equipment that is installed utilizing installation products not supplied by Seon; e) if the warranty seal on the DVR has been broken or tampered with; f) if the serial number for the product has been altered in any way; or g) if the product has been operated outside of the specified Operating Environment spedfied in the Seon User's Manual for such product, or h) to cover any costs incurred by the customer for the removal of defective cameras or components or of non -defective cameras or components, or for the installation of repaired cameras or components or for the reinstallation of nondefective cameras or components, all of which are for the account of the customer Disclaimer THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SEON EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, DURABILITY OR FITNESS FOR PURPOSE AND ANY WARRANTIES OR MODIFIED WARRANTIES ARISING FROM USAGE OF TRADE OR C OURSE OF DEALING. Any description of the goods or services, whether in writing or made orally by Seon or Seon's agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with customer's order are for the sole purpose of identifying the goods and/or services and shall not be construed as an express warranty. Any safefleetnet