Warranty & Terms and Conditions

Data Retention. Data collected by 3RD EYE from CUSTOMER shall be retained according to the following schedule.

3RD EYE will provide CUSTOMER the Support Services set forth below, subject to CUSTOMER’s continued compliance with this Agreement. Upon reasonable notice, 3RD EYE reserves the right to modify the terms and conditions of the Support and Maintenance Services.

Failure to Notify. For any errors, malfunctions and problems for which CUSTOMER has NOT given 3RD EYE a Support Notice, CUSTOMER will hold 3RD EYE harmless for any claims arising due to a failure or issue with the Service or Equipment provided hereunder.

Warranty Period

• Unless a separate written Agreement with 3rd Eye is provided, a non-transferrable 1 Year 3rd Eye Gateway (including but not limited to internal cellular connected devices called “Gateway”) warranty shall apply for the original purchaser from the date of hardware installation or the date of original purchase, whichever occurs first. Troubleshooting, labor, travel time, freight and miscellaneous costs are not covered.
• New replacement hardware replaced under warranty shall be covered for the remaining period of the initial warranty term.
• All other hardware shall carry a 90-day warranty from the original date of hardware installation or the original date of purchase, whichever occurs first shall apply.
• Labor and workmanship provided by a certified 3rd Eye technician shall carry a 90-day warranty from the original date of service.

Warranty Reimbursement

• To submit for warranty reimbursement, CUSTOMER must notify 3rd Eye in writing by obtaining a 3rd Eye Return Material Authorization (RMA) number within the relevant Warranty Period. The authorized RMA the CUSTOMER receives must be marked on the outside of the package returning the failed component and sent prepaid and packaged appropriately for safe shipment. The RMA number will serve as the warranty claim reference number. 3rd Eye will either repair or credit the cost of the defective component at its discretion. To request for an RMA number please complete the online RMA form found at https://doveresg.my.site.com/Dealer3rdEye/s/rma-form or call 866.804.2984.
• If the failure analysis of the returned hardware determines the cause of failure was other than material or workmanship covered under the terms of this limited warranty, the CUSTOMER agrees to pay 3rd Eye Cam for the replacement hardware, labor and expenses.

Warranty Disclaimer

• This warranty shall become null, void, and not apply if CUSTOMER fails to notify 3rd Eye in writing of such defects prior to the expiration of the Warranty Period, if the defect is not reproducible, or if the defect is caused by (a) CUSTOMER damage, negligence, misuse, tampering, accident, fire, variation or interruption of electricity; (b) failure by CUSTOMER to properly install, maintain, or use the 3rd Eye Hardware; (c) alterations made by anyone other than 3rd Eye to the 3rd Eye Hardware and/or software that interfaces with the 3rd Eye Hardware after installation; (d) any attempt to service the 3rd Eye Hardware other than by 3rd Eye’s service technicians or (e) any hardware, software or part not approved by or not supplied by 3rd Eye. 3rd Eye shall not be responsible for the safeguarding or retention of CUSTOMER’s or any third-party software, firmware, information or memory data contained in, stored on, or integrated with any 3rd Eye Hardware that is returned to 3rd Eye pursuant to any warranty provided under this Agreement.
• VALUE CAP AT THE PRICE PAID FOR THE HARDWARE, NOT INCLUDING INSTALLATION AND LABOR.
• 3rd Eye hereby disclaims all warranties, express, implied, or statutory, including, without limitation, the warranties of merchantability, fitness for a particular purpose. 3rd Eye makes no claim that the software will work in combination with any hardware or software products provided by third parties, that the operation of the software will be uninterrupted or error free, that all defects in the software can be corrected, or that any specific result or outcome will be achieved by utilizing the products or third-party hardware provided by 3rd Eye corrected, or that any specific result or outcome will be achieved by utilizing the products or third-party hardware provided by 3rd Eye.

3RD EYE Services Network and Equipment. CUSTOMER further acknowledges and agrees to the following:

CUSTOMER expressly agrees to the Wireless Carrier Agreement Flow-Through Terms & Conditions as set forth in:

https://www.t-mobile.com/responsibility/legal/terms-and-conditions
https://www.att.com/legal/terms.iframes.wirelessCustomerAgreement.html

This TECHNOLOGY AND SERVICES AGREEMENT (the "Agreement") effective ________________________ (Effective Date) is between The Heil Co. dba 3rd Eye ("3RD EYE") and __________________________________ ("You" or the "Customer") who hereby accepts the terms of this Agreement that will apply to the provision of the Technology and Services by 3RD EYE to Customer.

Agreement Key Data

1. DEFINITIONS AND SUPPLEMENTAL TERMS.

Defined terms for this Agreement: Standard Limited Warranties for Equipment, Customer Responsibilities, and terms for Support Services, Data Storage and Research, Training Services, Remote Access, and Data Privacy are set forth here: https://www.3rdeyecam.com/terms-and-conditions/.

2. TERM

This Agreement is effective upon the Effective Date noted above and continues for the term as shown in the Agreement Key Data table above. Each individual system subscription, including Software as a Service (“SaaS”) and/or Hardware as a Service (“HaaS") subscription (each such a “Subscription”) begins upon the initial installation of the respective 3RD EYE Equipment or Service in a specific asset and continues until the end of the Agreement Term as measured as starting from Effective Date (above) , for all assets so-installed hereunder (the “Initial Term”) or until terminated as permitted in the Section titled “TERMINATION AND LIQUIDATED DAMAGES”. For the avoidance of doubt, each asset added after the initial installation and onboarding shall be subject to the overall Term of this Agreement (for example, if an asset is added 6 months into the Term and the Term is 5 years, then that asset shall have 4 years and 6 months on the then-current Term). At the beginning of each month, 3rd Eye will update all added or moved Subscriptions and consolidate for invoicing, going forward into the following month. The Initial Term shall automatically renew for additional term(s) as outlined in the Agreement Key Data table above (each a “Renewal Term”) unless Customer provides written notice of non-renewal to 3RD EYE at least one hundred eighty (180) days prior to the end of the then-current Term.

3. Orders

All orders of Technology and Services by Customer must be in writing, and are subject to 3RD EYE’s acceptance or rejection (once accepted, each an “Order”). Customer placement of an order via 3RD EYE’s site provides Customer with verification the order was received. 3RD EYE reserves the right to reject any order and/or suspend work on any Order (e.g., place Order on “hold”) where international trade compliance requirements have not been met, or overdue account balances exist.

4. Changes/Cancellations

Once accepted, Customer may not change an Order within 30 days of the scheduled installation date. If Customer requires any changes during this 30-day period, Customer acknowledges and agrees additional charges may incur and/or Orders may be removed from the installation schedule and rescheduled in 3RD EYE’s sole discretion. Orders may be cancelled only upon terms to compensate 3RD EYE for its costs and/or damages resulting from same.

5. Delivery

Deliveries to Customer of Equipment or other physical materials are subject to completion of fulfilment and are shipped F.O.B., first carrier. Customer agrees that in-transit liability and risk of loss transfers shift to Customer upon the first delivery to Customer or its agents.

6. Fees and Taxes

The fees and charges (collectively, “Fees”) set forth in Exhibit A – Technology and Services Menu, do not include federal, state, city, sales, use, VAT or similar taxes (which are Customer’s sole responsibility). Notwithstanding anything to the contrary stated elsewhere, 3RD EYE Fees are not firm or fixed and are subject to adjustment by 3RD EYE from time to time. 3RD EYE will endeavor to communicate these adjustment(s) in a timely fashion. 3RD EYE expects pricing and Fees to change on an annual basis and will endeavor to publish those changes in advance. Customer is responsible hereunder for any adjusted Fees and pricing. Customer is also responsible for any data used beyond contracted amounts and may be charged overages as a result.

7. Payment

For HaaS and SaaS Subscriptions, Customer will be invoiced monthly in advance or as indicated on an Order. For hardware and installations, Customer will be invoiced weekly in arrears. Payment terms are as shown in the Agreement Key Data table above and the fees for each asset begin with the Subscription of the asset.

8. Past Due Amounts

3RD EYE may suspend the 3RD EYE Services and the return of any Customer Data until any outstanding and overdue invoices are paid in full. Customer grants 3RD EYE the right to offset payments against monies due and owing 3RD EYE by Customer against funds due and owing to Customer by 3RD EYE or to apply any payments received against the oldest outstanding invoice(s) due and owing from Customer. Any amounts payable by Customer that remain unpaid after the due date shall be subject to a late charge equal to the lesser of: (a) one and one-half percent (1.5%) per month; and (b) the maximum amount allowable by law. Customer shall reimburse 3RD EYE for reasonable attorneys’ fees, collection charges, and other expenses and costs associated with collecting delinquent payments.

9. Services

A. Access to 3RD EYE Web Portal. Customer and its end users may access Customer’s account(s) via the 3RD EYE Web Portal so long as Customer remains a subscriber of the Service(s) and in compliance with this Agreement. Instructions for access, passwords and use terms are found in https://www.3rdeyecam.com/terms-and-conditions/ (see Agreement Key Data on first page).

1. Web Portal – Remote Access Terms
2. Each person authorized by CUSTOMER to access and/or use the 3RD EYE Web Portal (an “End User”) must agree to the Web Portal’s terms of use.
3. Each End User must be assigned a unique User ID and password.
4. No User ID or password may be shared by more than one End User.
5. CUSTOMER shall remain liable to 3RD EYE for all uses of User IDs.

Provision. Customer agrees that 3RD EYE: (1) may engage third parties in the performance of its obligations and change any such service providers at any time; and (2) may provide, and substitute and/or replace at any time, any brand, model or version of Equipment or programming that meets the applicable performance requirements.

10. PARTY RESPONSIBILITIES

3RD EYE will provide hardware and software capable of meeting the requirements of the Services when coupled with a Customer-provided internet connection. 3RD EYE will provide preventative maintenance information or troubleshooting assistance as prescribed by 3RD EYE from time to time.

For Equipment placed with Customer as HaaS (if selected below), Customer shall remain liable for the cost to repair or replace any damage to (or loss of) the Equipment following delivery to Customer. Customer agrees to promptly notify 3RD EYE of any damage to the Equipment.

11. OWNERSHIP; INTELLECTUAL PROPERTY; DATA RIGHTS; AND DATA PROTECTION.

A. HaaS Equipment. Customer acknowledges that any Equipment provided as HaaS is loaned, and the relevant SaaS is licensed to Customer, and neither the Equipment nor the SaaS are sold to Customer.

B. 3RD EYE Intellectual Property. 3RD EYE owns and shall retain all intellectual property and proprietary rights, including, without limitation, all patent, copyright, trade secret, trademark rights, in and to the Technology (including any Equipment) and the Services, the 3RD EYE Web Portal, Aggregated Data, and all software and documentation used to provide the Services, together with any and all corrections, bug fixes, enhancements, improvements (regardless of source), updates or other modifications, including custom modifications, thereto. Except as expressly provided herein, no rights (express or implied) are provided to Customer with respect to the 3RD EYE Service, Equipment or SaaS. Customer shall at its expense keep any HaaS Equipment free and clear of all levies, liens, and encumbrances, except those in favor of 3RD EYE or its lenders.

C. Customer Data Customer shall retain ownership of Customer Data. Customer hereby grants to 3RD EYE a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up license to use, transmit, and display Customer Data for all purposes relating to Customer’s use of the Technology and Services. 3RD Eye may utilize any and all data (including Customer Data) for research & development and future product development purposes without need for any further notice to Customer. 3rd Eye may retain and utilize all data as aforementioned, superseding the Data Storage policy. Customer shall hold harmless, indemnify and defend 3RD EYE, its affiliates and customers, from and against any claims alleging that 3RD EYE’s collection, transmittal, storage or use of Customer Data, as permitted under this Agreement, is unauthorized and/or violates any third-party intellectual property or other proprietary rights.

D. Aggregate Data Notwithstanding the above, 3RD EYE may use Aggregate Data in its sole discretion to monitor and improve the 3RD EYE Services, share with strategic partners, for monetization purposes, and/or develop new functionality and products. (“Aggregate Data” refers to Customer Data following the removal of personally-identifiable information of Customer and any of its employees or agents).

E. Data Retention 3RD EYE may delete any Customer Data in its possession at any point per the agreed data retention policy as shown in the Technology and Services Menu, of termination of this Agreement for any reason. Prior to such deletion, Customer may request in writing for additional archived storage of Data via 3RD EYE Data Storage Services. Customer will reimburse 3RD EYE for any direct and substantiated costs 3RD EYE incurs responding to subpoenas or similar non-standard data or reporting requests related to Customer or its use of any of data.

F. Data Protection 3RD EYE will use commercially reasonable efforts to collect, transmit, use, store, and dispose of Customer Data in compliance with applicable privacy and data protection laws, and will use commercially reasonable security arrangements to avoid unauthorized or accidental access, disclosure, or destruction of Customer Data.

12. WARRANTIES AND REPRESENTATIONS; DISCLAIMER

A. By Customer. Customer hereby represents and warrants to 3RD EYE that:

1. It will provide any required notifications and obtain approval from its employees (if required by law), to record, permit the recording of, and disclose, transmit, provide, and authorize 3RD EYE’s use of all Customer Data collected by 3RD EYE or disclosed by Customer;
2. It has read and understands the Data Privacy Requirements (see Agreement Key Data on first page), is familiar with, and complies with all applicable laws and regulations, including those set forth in the Data Privacy Requirements regarding the collection, recording and provision by Customer of all Customer Data;
3. All Customer Data provided to 3RD EYE by or for Customer hereunder shall comply with all applicable laws, and Customer will ensure that any and all notices to users are provided and that any consent necessary from users have been obtained as required by any applicable local, state or federal law.
4. Customer will not infringe the intellectual property or other rights of any third party;
5. It will implement non-disclosure agreements, notifications, and policies with its employees, contractors and personnel to all 3RD EYE Technology and Services are used only for the purpose of the selected menu options in the Technology and Services menu; and
6. Customer will not remove, obscure, alter or modify any notices that appear in or on the 3RD EYE System.

B. By 3RD EYE. 3RD EYE hereby warrants to Customer as follows:

1. Services. The Services provided under this Agreement will be performed using commercially reasonable efforts conforming to generally accepted industry standards. In the event of a breach of this warranty and notice thereof to 3RD EYE, 3RD EYE’s sole liability and Customer’s exclusive remedy shall be re-performance of the non-conforming Service or the extension of the Service obligation for an equivalent period of time in the event of Service failures exceeding thirty (30) days. 3rd Eye will not be responsible for downtimes beyond its control, like any outages by third-party service providers for cloud services and other supporting services;
2. Equipment. Upon delivery of any Equipment to Customer’s Installation Location, 3RD EYE shall provide its Limited Warranty as set forth at https://www.3rdeyecam.com/terms-and-conditions/ à Limited Warranty. In the event of a breach of the Limited Warranty, and written notice thereof to 3RD EYE during such period, 3RD EYE’s sole liability and Customer’s exclusive remedy shall be repair or replacement (at 3RD EYE’s discretion) of defective Equipment. 3RD EYE may use new or refurbished service parts in making warranty repairs at 3RD EYE’s discretion. 3RD EYE may replace or substitute any Equipment as part of Customer’s warranty with any other equipment of like features and functionality. If the foregoing is not commercially practical, 3RD EYE, in its option, may refund fees paid by Customer for Equipment that fails to meet the warranty. Customer agrees that the foregoing warranty shall not apply if: (a) Customer fails to timely notify 3RD EYE of defects; or (b) the Equipment defect is caused by (i) negligence, misuse, accident, fire, variation or interruption of Internet service; (ii) failure to properly maintain the Equipment; (iii) failure to purchase and/or implement, as applicable, any new or supplemental hardware and/or software/software upgrades due to a change to the 3RD EYE Services Network; (iv) alterations or tampering by anyone other than 3RD EYE, or without approval from 3RD EYE, to Equipment or hardware or software that interfaces with the Equipment after installation; or (v) any attempt to service Equipment other than by a 3RD EYE service representative (including the addition or removal of any third party hardware, peripherals or software). This Equipment warranty excludes any Equipment not manufactured by 3RD EYE, including any used to support the delivery of Services to Customer. Customer is responsible for the freight, risk of loss or damage for any equipment returned to 3rd Eye.

C . DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THE SECTION ENTITLED “WARRANTIES AND REPRESENTATIONS; DISCLAIMER, By 3RD EYE, Equipment”, CUSTOMER AGREES THAT ALL EQUIPMENT, SOFTWARE, SERVICES, AND/OR MATERIALS PROVIDED HEREUNDER BY 3RD EYE TO CUSTOMER ARE “AS IS” AND “AS AVAILABLE”, AND 3RD EYE HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 3RD EYE MAKES NO REPRESENTATION OR WARRANTY THAT REMOTE ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED, THAT THE 3RD EYE WEB PORTAL WILL BE ERROR-FREE, OR THAT ANY SPECIFIC RESULT OR OUTCOME WILL BE ACHIEVED BY UTILIZING THE EQUIPMENT AND/OR SERVICES. 3RD eye provides partnership with AWS, Microsoft, and Snowflake for ancillary services and is not liable for outages on their systems. 3RD EYE IS NOT RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LOCAL PRIVACY LAWS; IT IS CUSTOMER’S RESPONSIBILITY TO PROVIDE ANY NOTICE TO USERS REQUIRED AS WELL AS TO OBTAIN ANY CONSENT REQUIRED. UNDER NO CIRCUMSTANCE SHALL 3RD EYE BE RESPONSIBLE FOR COSTS BEYOND THAT PAID FOR THE HARDWARE OR SERVICES PROVIDED HEREUNDER.

13. TERMINATION AND LIQUIDATED DAMAGES

A. Termination for Cause. Either Party may terminate this Agreement if: (1) the other Party breaches a material term of this Agreement and fails to cure the breach within thirty (30) days’ written notice thereof; or (2) based on the other Party’s insolvency or a filing of any proceeding by or against that Party seeking relief from creditors.

B. Asset Cancellation for Convenience. Customer may cancel a Subscription for individual, specified asset(s) or unit(s) (e.g. that is/are being taken out of service) upon written notice to 3RD EYE, provided that: (a) Customer promptly and properly disables and disconnects all Equipment associated with all Customer Assets subject to the cancellation per the procedures and instructions provided by 3RD EYE; and (b) such premature cancellation shall trigger payment by Customer of lump sum liquidated damages payment(s) per the formula and terms set forth in this Section entitled ” TERMINATION AND LIQUIDATED DAMAGES, Liquidated Damages” below. Said lump sum payment shall be due and owing as of the invoice period immediately following the asset Subscription cancellation.

C. Effect of Termination. Termination of this Agreement will not relieve Customer of its obligation to pay Fees accrued or owed through the date of termination. Customer’s access to the 3RD EYE Portal to retrieve any data residing on the 3RD EYE System will cease on the date of termination. Upon Termination for any reason and/or cancellation of any Assets by Customer as permitted in Section entitled “INDEMNIFICATION, Exceptions”, Customer shall promptly disable and disconnect all Equipment per the procedures and instructions provided by 3RD EYE. Without limiting the foregoing, Customer shall defend, indemnify and hold harmless any 3RD EYE Indemnitee, from and against any and all liabilities, including attorneys’ fees, incurred as a result of any claims, demands, actions or lawsuits based on the continued operation of any Equipment associated with Customer’s Assets, including due to Customer’s failure to disable and/or disconnect all Equipment associated with Customer Assets as required herein, including, without limitation, any property damage or destruction (fires, accidents or other damages) and/or bodily injuries, including death. Customer’s liability under the obligations set forth in this Section titled “TERMINATION AND LIQUIDATED DAMAGES, Effect of Termination” shall not be subject to the Section entitled “LIMITATION OF LIABILITY”.

D. Liquidated Damages. Customer agrees that 3RD EYE’s actual damages resulting from Customer’s cancellation of Subscription(s) per the Section entitled “TERMINATION AND LIQUIDATED DAMAGES, Asset Cancellation for Convenience” would be difficult, if not impossible, to ascertain. Accordingly, Customer acknowledges and agrees to pay to 3RD EYE as liquidated damages, not as a penalty, an amount equal to 50% of the average Fees for the then-remaining period of the Term of the cancelled Subscription(s), calculated as follows: fifty percent (50%) of the average of the Customer’s Fees payable to 3RD EYE for then then-previous 12 month period (or the entire period Customer has owed Fees to 3RD EYE if that period if less than 12 months) (“Average Fees”) times the number of months then-remaining in the term of such cancelled Subscription(s) (i.e., (50%) x (Average Fees) x (number of months remaining in the remaining term of each cancelled Subscription)). Customer and 3RD EYE hereby agree that the sum calculated as set forth above represents reasonable liquidated damages in this context.

E. Return of HaaS Equipment. Upon the termination of any Subscription, 3RD EYE has the option to require Customer to surrender any HaaS Equipment to 3RD EYE by either (a) engaging 3RD EYE to disconnect and remove the Equipment in accordance with the attached pricing schedule or (b) delivering the Equipment to 3RD EYE or 3RD EYE’s representative in good condition and working order, ordinary wear and tear excepted, substantially as it was at the commencement of the Subscription. If Customer fails to so return the Equipment to 3RD EYE within 14 days, or 3RD EYE does not exercise its return option, , then Customer shall pay a Buyout Fee to 3RD EYE. The “Buyout Fee” shall be based on a straight-line amortization of the Equipment calculated over the remainder of the then-current Term or 25% of the original sales price – whichever is greater. The foregoing Buyout Fee shall be in addition to the Liquidated Damages above, if applicable.

14. CONFIDENTIALITY.

During the Term, and for five (5) years thereafter (and indefinitely with respect to any trade secrets), Customer shall maintain the confidentiality of 3RD EYE Confidential Information and shall not sell, license, publish, display, disclose or otherwise make available the Confidential Information to any third party nor use such information except as authorized in writing. With respect to any software available via or related to the Services or the Equipment, including, without limitation, the 3RD EYE Web Portal, Customer shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense such software; or (b) copy, disassemble, decompile or reverse engineer such software.

15. INDEMNIFICATION.

A. By 3RD EYE. 3RD EYE agrees to defend, indemnify and hold harmless Customer from and against any third-party claims, damages, losses and liability (collectively, “Customer Liabilities”), for third party claims of infringement of any United States patent based solely upon Customer’s use of the Services as permitted hereunder. Customer agrees to notify 3RD EYE of any such claim promptly in writing, allow 3RD EYE to control the proceedings and cooperate fully with 3RD EYE during such proceedings. In the event of such infringement claim, 3RD EYE may, at its sole option and as its sole liability: procure for Customer the right to continue to use the affected Service(s); modify the affected Service(s) to make them non-infringing; or substitute other Equipment or Service(s) of like features and functionality. If, in 3RD EYE’s sole discretion, none of the foregoing is commercially reasonable, 3RD EYE may terminate this Agreement and credit Customer the actual Fees paid for the affected Equipment (subject to a four-year straight-line depreciation) and/or refund Fees paid by Customer for any unused Services. THE ABOVE CONSTITUTES CUSTOMER’S SOLE REMEDY FOR ALL SUCH CLAIMS.

B. Exceptions. 3RD EYE shall not be liable for, nor indemnify Customer for any Customer Liabilities arising from: (1) use of any Equipment or Services after 3RD EYE notified Customer to cease such use; (2) modification or service of any Equipment by anyone other than 3RD EYE; (3) the combination of any Equipment or Service(s) with any product not supplied by 3RD EYE; (4) negligence or willful misconduct by Customer; (5) compliance with Customer-stipulated designs, specifications or instructions, or (6) use of any Equipment or Service other than as set forth herein

C. By Customer. In addition to Customer’s other indemnification obligations herein, Customer agrees to defend, indemnify and hold harmless 3RD EYE, its affiliates, insurers, officers, employees, agents and personnel (each a “3RD EYE Indemnitee”), from and against any and all liabilities incurred by a 3RD EYE Indemnitee as a result of any claims, demands, actions or suits brought by any third party against a 3RD EYE Indemnitee based on a breach by Customer of the representations and warranties set forth herein. 3RD EYE shall promptly notify Customer of any such claim and, if 3RD EYE allows Customer to defend 3RD EYE, to allow Customer to control the proceedings. 3RD EYE shall cooperate with Customer during such proceedings. Customer shall defend and settle at its sole expense all such proceedings.

D. Indemnification Procedure. If 3RD EYE defends any 3RD EYE Indemnitee hereunder, Customer shall allow 3RD EYE to control the proceedings, cooperate fully with 3RD EYE during such proceedings, and bear 3RD EYE’s costs associated with such defense and/or settlement. Any such settlement by 3RD EYE wherein the settlement or court verdict is indemnified by Customer shall require Customer’s agreement, such agreement not to be unreasonably withheld or delayed.

16. LIMITATION OF LIABILITY.

EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER’S INFRINGEMENT OF 3RD EYE INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, OR THE VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS OF SECTION ENTITLED “CONFIDENTIALITY”, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY EITHER PARTY OR ANY THIRD-PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL 3RD EYE’S LIABILITY FOR DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO 3RD EYE UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH 3RD EYE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

17. INSURANCE.

On any and all HaaS Equipment, Customer shall maintain all standard risks insurance, in an amount not less than the replacement value of the Equipment. If Customer fails to maintain or provide proof of the insurance required herein, 3RD EYE may obtain insurance, and Customer shall reimburse 3RD EYE for premiums of same. 3RD EYE’s obtaining insurance shall not relieve Customer of any of its obligations herein.

18. Independent Contractors.

3RD EYE and CUSTOMER are independent contractors under this Agreement, which does not create a partnership, joint venture, or agency relationship.

19. Law and Venue.

This Agreement and all matters arising out of or relating to this Agreement will be governed by the laws of the State of Tennessee, without giving effect to any choice of law rule. Venue for any action related to this Agreement shall be Hamilton County, Tennessee and both parties hereby waive any objection to such forum.

20. Injunctions.

3RD EYE may seek an injunction or other equitable relief in connection with, any actual or potential loss, cost, or damage relating to the Equipment, Service(s) and/or 3RD EYE’s intellectual property or other proprietary rights, including breaches by Customer of 3RD EYE Confidential Information.

21. Force Majeure.

Except for the payment of Fees or other monies due hereunder, neither Party shall be liable for any failure or delay in the performance of its obligations due to labor strikes, shortages, riots, fire, flood, storm, earthquake, acts of God, government actions or intervention, pandemic, hostilities, or any other cause beyond its reasonable control. Customer acknowledges that the performance of certain 3RD EYE’s obligations may require the cooperation of third parties outside the control of 3RD EYE and 3RD EYE shall not be liable for its delay in the event such third parties fail to cooperate with 3RD EYE. 3rd EYE provides partnership with third-party providers for ancillary services and is not liable for outages on their systems

22. Fraud Schemes.

3RD EYE requires that Customer be wary of business email fraud schemes, such as payment diversion and bank account change scams, and take prudent measures to avoid such schemes. 3RD EYE has no current or pending intent to change its bank account payment instructions. Customer is responsible for full and proper payment to 3RD EYE where Customer fails to properly verify through an independent contact to 3rd EYE personnel should Customer receive any requests for a change in 3RD EYE’s payment bank, and where Customer fails to follow prudent payment practices. Customer’s payment obligations for product delivered and/or services completed by 3RD EYE are not impacted by Customer’s failure to comply with the requirements herein. Additional information about email business fraud schemes is available to Customer through its own bank or local law enforcement, or by reviewing government sites such as https://www.secretservice.gov/investigation/Preparing-for-a-Cyber-Incident/BEC. In the event 3RD EYE intends to make changes or updates to its account or payment instructions, 3RD EYE will notify Customer and Customer then must confirm any such update or change with a known, current authorized representative of 3RD EYE via separate communication methods. Customer may consult Notices@doveresg.com.

23. Artificial Intelligence (AI).

3RD EYE reserves the right to utilize AI tools and/or machine learning technology for services included in this agreement. Customer acknowledges and agrees that (1) certain data and medium searches and reviews may be supported by such technology and (2) any and all data provided to the Company platform and system may be utilized by such technology for 3RD EYE’s purposes.

24. Notices.

All notices, consents, waivers, and other communications required or permitted by the Contract Documents shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by email with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the addresses, or email addresses set forth the Agreement Key Data table above and marked to the attention of the designated person (by name or title) (or to such other address, email address, or person as a party may designate by notice to the other parties). Any and all notices sent to Company also must be sent to Notices@doveresg.com

25. Entire Agreement.

This Agreement, including any content referenced by hyperlink, forms the complete agreement between the Parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. Any terms in any purchase order or other document issued by or on behalf of Customer that contains additional or conflicting terms or purports to replace, reject, modify or be a counteroffer to this agreement are hereby expressly rejected and are void.

FORWARD LOOKING STATEMENTS

This site contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, industries in which Dover companies operate and the U.S. and global economies. Statements in this press release that are not historical may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “supports,” “projects,” “should,” “would,” “could,” “hope,” “forecast” and “management is of the opinion,” use of future tense and similar words or phrases. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, the state of the worldwide economy and sovereign credit, especially in Europe; political events that could impact the worldwide economy; the impact of natural disasters and their effect on global supply chains and energy markets; increases in the cost of raw materials; current economic conditions and uncertainties in the credit and capital markets; the Company’s ability to achieve expected savings from integration, synergy and other cost-control initiatives; the ability to identify and successfully consummate value-adding acquisition opportunities; increased competition and pricing pressures in the markets served by Dover’s operating companies; the ability of Dover’s companies to expand into new geographic markets and to anticipate and meet customer demands for new products and product enhancements; changes in customer demand; the impact of loss of a single-source manufacturing facility; a downgrade in Dover’s credit ratings; international economic conditions including interest rate and currency exchange rate fluctuations; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints; domestic and foreign governmental and public policy changes including environmental regulations and tax policies (including domestic and international export subsidy programs, R&E credits and other similar programs); unforeseen developments in contingencies such as litigation; protection and validity of patent and other intellectual property rights; the cyclical nature of some of Dover’s companies; domestic housing industry weakness; instability in countries where Dover conducts business; and possible future terrorist threats and their effect on the worldwide economy. Dover Corporation refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained in this press release. Dover Corporation undertakes no obligation to update any forward-looking statement.

TERMS OF USE

These are the Terms of Use of 3rd Eye (“we”, “our” or “us”) applicable to www.3rdeyecam.com (“Site”). The terms “you” and “your” herein refer to the user or viewer of the Site. Use of the Site is subject to these Terms of Use as they may be modified from time to time at our sole discretion without prior notice. You are only authorized to access the Site if you agree to abide by all applicable laws, and to these Terms of Use which constitute an agreement between you and us. If you find these terms to be unacceptable, please do not use this Site.

The Terms of Use is complemented by our Privacy Policy available on this page.

ACCESS AND USE OF SITE

This Site is intended for persons who are 18 or older and is for general information purposes only. If you are under 18, please do not use the Site. The Site and the articles, reviews, comments, images, sounds, and other materials on the Site (including, but not limited to, the design, layout, look, appearance and graphics) (collectively, “Site Content”) are protected by copyright and other intellectual property laws. You may not reproduce, republish, distribute, sell, store on any other web site or other form of electronic retrieval system, or otherwise use any Site Content without our express permission. If you would like permission to use Site Content, please email us at info@doveresg.com.

USER PROVIDED CONTENT

We may post reviews, comments, and other materials from users on the Site (“User Content”). We are not the publisher or author of User Content and we may not screen User Content before it is posted. However, we reserve the right to edit, redact or delete User Content. You agree that any User Content you submit will not be unlawful or infringe on the rights of others. You also agree to be solely responsible for any damages resulting from any User Content you submit. All User Content submitted to us will be treated as non-proprietary and non-confidential. We may reproduce, republish, distribute, or otherwise use User Provided Content for any purpose whatsoever.

COPYRIGHT INFRINGEMENT CLAIMS

If you believe that any Site Content infringes upon your copyright, please notify us by email at info@doveresg.com. Your notice should include (a) a description of the copyrighted work that you claim has been infringed; (b) the URL where the allegedly infringing Site Content is located; (c) your full name, postal address, telephone number, and email address; (d) a statement that you have a good faith belief that the use of the allegedly infringing material on our Site is not authorized; and (e) a statement that you are the copyright owner or an authorized agent of the copyright owner.

DISCLAIMER OF WARRANTIES AND LIABILITY

This Site and all Site Content are provided “AS IS” to the full extent permitted by law. This means that we do not warrant that the Site or Site Content will be (a) fit for any particular purpose; (b) uninterrupted or error-free; or © free of defamatory, offensive, or illegal material or defects such as viruses, malfunctions, or harmful components that could damage or allow unauthorized access to your computer or computer network. You acknowledge that the Site and Site Content may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Neither we, nor our officers, directors, members, employees, agents, or representatives are liable for any damages resulting from use of this Site or Site Content including, but not limited to, damages caused by defamatory, offensive, or illegal material or damages caused by viruses, malfunctions, or other harmful components accessed through the Site.

In no event shall we, and our affiliated entities, together with our/their respective employees, agents, directors, officers, and shareholders, be responsible or liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by you or any third party, whether in an action in contract or tort, arising from or related to content located on (or accessible via) the Site, or related to your access to, or use of, or inability to use the Site, even if we have been advised of the possibility of such damages or losses.

It is strictly forbidden for you to create or introduce, or advise others to create or introduce, any type of virus or malware to the Site, which could (or will) cause damage or other harmful effects.

The content of the Site is only meant for informative purposes. Therefore, no information, materials or content contained in the Site shall constitute advice, or substitute for professional advice.

Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the disclaimer or exclusion of certain liabilities. To the extent that they are held to be legally invalid, disclaimers, exclusions, and limitations set forth in these Terms of Use do not apply; however, all other terms and conditions shall apply and remain in full force and effect.

LINKS AND CHANGES TO SITE

This Site includes links to other web sites that are not maintained by us. We are not responsible for any information, functionality, or content of these web sites nor does their presence mean that we endorse such web sites. We may at any time and for any reason in our sole discretion, modify or discontinue the Site or Site Content or terminate or restrict your access to the Site.

INDEMNIFICATION

You agree to defend us, indemnify us , and hold us harmless (as well as our affiliated entities together with our/their respective employees, agents, directors, officers and shareholders) from and against all the liabilities, claims, damages and expenses (including reasonable attorney fees and costs) arising out of your use of the Site; your failure to use the Site; your breach or alleged breach of these Terms of Use or our Privacy Policy, or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.

ACCEPTANCE

By using the Site, you agree to accept the current Terms of Use. Your continued use of the Site now, or following the posting of notice of any changes in the operating rules, will indicate acceptance by you of such rules, changes or modifications.

APPLICABLE LAW

Your use of the Site and any disputes arising out of such use of the Site is subject to the laws of Illinois without reference to its conflict or choice of law rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Illinois.

Effective: November 10, 2011