Master Sales Agreement

This Master Sales Agreement (the “Agreement” or “MSA”) is a legal agreement with respect to the provision of Offerings between Customer and Miovision Technologies Incorporated and its Affiliates (collectively “Miovision”). This Agreement is the complete and exclusive statement of agreement between Customer and Miovision. Customer’s use of the Offerings constitutes its acceptance of this Agreement.

1.Definitions. Unless otherwise defined in the Order Form, when used in this Agreement the terms listed in Schedule A shall have the meanings set out therein when used in the Agreement.

2.Order Forms. This Agreement sets forth the general terms under which Customer may acquire Offerings and Third Party Products from Miovision. The specific scope, quantities, pricing, and commercial terms shall be governed exclusively by an executed Order Form. Such Order Form will reference and incorporate the terms and conditions of this Agreement, including any applicable Schedule(s). In the event of a conflict between this Agreement and an Order Form, the Order Form shall control solely with respect to that transaction. Miovision has no obligation to provide any Offerings or Third Party Products until an applicable Order Form is executed.

3.Miovision Offerings.

3.1.Hardware. The terms of sale for Hardware shall be set out in the Order Form and applicable Schedule(s).

3.2.Software.

(a)Software License Grant. Subject to Customer’s compliance with this Agreement including the payment of applicable fees, Miovision hereby grants Customer a non-exclusive, non-sublicensable, non-transferable and terminable license to access and use the Software, including within the designated Platform, on a Subscription Services Term or Lifetime License Period basis.

(i)Subscription Services Term.

i.The purchase of Subscription Services includes the grant of the Software license and Support Services for the duration of the applicable Term.

ii.Subscription Services shall be provided for the Initial Term specified in the Order Form. Upon expiration of the Initial Term, the Subscription Services shall automatically renew for successive Renewal Term(s).

(ii)Lifetime License Period.

i.The purchase of Software with a Lifetime License period includes the grant of the Software license for the operational lifetime of the associated Hardware.

ii.Support Requirement: Support Services are not included within the purchase price of the Software or the Hardware. To receive Support Services, Customer may separately purchase Support Services for an Initial Term of at least one (1) year. Upon expiration of the Support Services Initial Term, Support Services shall automatically renew for successive Renewal Term(s).

iii.Support Discontinuation: If Customer fails to purchase or renew Support Services, Customer’s access to updates, technical support, and the ability to operate the current version of the Software may be impaired, although the underlying license to use the Software (as it existed at the time Support lapsed) remains valid until the corresponding Hardware is decommissioned.

3.3.Platform. Customer’s Software license grant shall include use of and access to the designated Platform for the duration of the applicable Term or Lifetime License Period. Customer is responsible for its internet connectivity required for such use and access.

3.4.Services. Miovision shall perform Services as set out in an Order Form.

3.5.Artificial Intelligence (“AI”) Functionality. Customer acknowledges that the Offerings may utilize computer vision, machine learning, agentic or generative AI models to process Traffic Data, Transit Data, generate recommendations, predict traffic patterns, or automate control functions (“AI Functionality”). Miovision is constantly working to improve AI Functionality to make it more accurate, reliable, safe, and beneficial. However, Customer shall not rely on AI Functionality as a sole source of truth or as a substitute for human input and oversight. Miovision does not warrant that AI Functionality will be error-free or optimal and disclaims all liability for actions taken or not taken based on AI Functionality.

3.6.Beta and Pilot Offerings. Pre-release Offerings and Offerings made available by Miovision for a pilot or evaluation are excluded from this Agreement and are subject to the applicable beta, pilot or evaluation agreement.

4.Third Party Products and Distribution Partners.

4.1.Third Party Products. Any Third Party Products may be subject to additional terms referenced in an Order Form.

4.2.Purchases Through Distribution Partners. For the purposes of this section “Customer” shall mean an entity that has purchased Offerings from a Distribution Partner. Customer acknowledges and accepts that the terms of this Agreement govern Customer’s use of the Offerings. However, the following sections of this Agreement shall not apply and are superseded by the terms of Customer’s agreement with the Distribution Partner:

(a)Section 2 (Order Forms);

(b)Section 3.1 (Hardware);

(c)Section 6 (Fees);

(d)Section 7.2 (Termination for Reduction in Funding); and

(e)Section 13.2 (Audit Right related to accurate payment of Fees).

5.Customer’s Use of Miovision Offerings.

5.1.Hardware Configuration. Hardware may include video camera technology that produces high quality video that may enable the identification of individuals. Customer shall configure and deploy such Hardware to obfuscate the identity of individuals and shall not collect any Personal Information as part of the Traffic Data. Customer shall comply with all configuration requirements provided by Miovision.

5.2.Restrictions on Use. Customer, its Affiliates, Contractors, or their respective Authorized Users (“Customer Users”) may not or permit others to:

(a)Use any Offering in breach of applicable laws;

(b)Resell or otherwise make available to third parties the right(s) to access any Software and/or the Platform;

(c)Make any API key access token available to anyone other than Customer’s Authorized Users;

(d)Exceed the licensed use of a Product or use or configure a Product in a manner designed to improperly avoid incurring fees;

(e)Transfer any portion of a Lifetime License Period from one item of Hardware, intersection or a Vehicle to another;

(f)Circumvent any security technology or processes that are part of an Offering;

(g)Propagate any computer virus, worm, Trojan Horses, malware or malicious code;

(h)Remove or alter any proprietary rights notices on or associated with an Offering;

(i)Reverse engineer an Offering;

(j)Use an Offering to develop competitive products or services; or

(k)Attempt to do anything of the foregoing prohibited activities.

Miovision reserves the right to monitor the Offerings and the use thereof to ensure compliance with this Agreement. Customer Users shall immediately cease any such activity upon written notice by Miovision.

5.3.Use of Contractors by Customer. Customer may permit a Contractor to exercise the license rights granted to Customer in Section 3.2(a) (Software License Grant) provided that Customer and such Contractor shall be jointly and severally liable to Miovision for any breach of these provisions by the Contractor.

5.4.Limitations on Miovision’s Responsibility. Unless Miovision expressly agrees otherwise, its sole responsibility is the provision of the Offerings and Miovision shall not be liable for delays in Delivery of the Offering. Any Third Party Products are provided “AS IS” and “As Available” pursuant to their corresponding terms and conditions without liability from warranty from Miovision. Customer shall be responsible for the installation of the Hardware unless indicated otherwise in an Order Form. Miovision shall have no responsibility for: (i) any performance or non-performance of the Offerings caused by installation not performed by Miovision and/or failure of Customer to satisfy the Customer System Requirements; or (ii) any delays caused by delays in Customer fulfilling the Customer System Requirements or, if applicable, installation of the Hardware.

6.Fees.

6.1.Fees and Payment. Customer shall pay to Miovision the fees specified in the Order Form (the “Fees”) in accordance with the payment terms set out therein. Unless otherwise specified in an Order Form:

(a)Miovision may issue an invoice to Customer for the Fees for an Offering upon Delivery or partial Delivery of that Offering;

(b)All invoiced amounts shall be in United States Dollars (USD);

(c)Customer shall pay all invoices net thirty (30) days from date of invoice via wire transfer or ACH/EFT and reference the invoice number with such payment;

(d)Except as expressly set out in this Agreement, all Fees paid are non-refundable.

(e)Miovision may change the fees for Offerings that are not included in an Order Form at any time.

(f)Miovision reserves the right to increase Fees on an annual basis upon sixty (60) days’ prior written notice to Customer.

6.2.Interim Fees. If an Order Form covers multiple intersections or Vehicles, and an Offering will not be Delivered for all intersections or Vehicles at the same time, then notwithstanding Section 6.1(a), Miovision may issue invoices for interim Fees for those Offerings as soon as they are Delivered for an intersection/Vehicle, with the interim Fees calculated by (a) pro-rating the Fees based on the total number of intersections/Vehicles; and (b) in the case of Services, pro-rating the Fees on a monthly basis based on the applicable Term; until the Offerings have been Delivered for all intersections and/or Vehicles under the Order Form or Customer agrees in writing that no further deliveries are required. At that time, the Term for any Service for which interim Fees have been charged, shall be extended such that the Term ends on the same date for all intersections/Vehicles.

6.3.Pre-Paid Fees. Miovision may offer the option to prepay for certain Offerings as indicated in an Order Form. The balance of any Fees pre-paid by Customer shall be forfeited to Miovision if Customer does not execute an Order Form or otherwise exercise any such pre-paid Fees in respect of a corresponding Offering within twelve (12) months of: (a) such pre-payment; or (b) the date of last exercise of such pre-paid Fees, whichever occurs first.

6.4.Taxes. All Fees are exclusive of Taxes and Customer shall be responsible for all Taxes associated with the Offerings. If any amounts are required to be withheld by Customer from any amount otherwise payable by Customer to Miovision under this Agreement, then unless Customer provides Miovision with a valid exemption certificate authorized by the appropriate taxing authority satisfactory to Miovision acting reasonably, Customer shall pay an additional amount such that the net amount actually received by Miovision will, after such withholding (including withholding from any additional amount payable pursuant to this sentence), equals the full amount of the Fees then due.

6.5.Interest. Miovision may, at its absolute and sole discretion, charge interest at the lower of: (a) 18% per annum compounded monthly; and (b) the highest rate permitted by law. Miovision is also entitled to recover any sums expended in connection with the collection of undisputed sums not paid when due, including collection agency fees and reasonably attorney fees.

7.Term and Termination.

7.1.Term. This Agreement shall come into effect on the Effective Date, shall remain in effect for an Initial Term of two (2) years, and for the duration of any Renewal Term thereafter.

7.2.Termination for Reduction in Funding. If Customer is a government agency and funding necessary to satisfy its obligations under the Agreement is reduced or eliminated by the then-current government, then Customer may terminate the impacted Order Form by providing written notice to Miovision of its requirement to do so, and paying Miovision for any Offering Delivered prior to the effective date of termination.

7.3.Termination for Breach or Insolvency. Either Party may terminate this Agreement by delivering written notice of its decision to do so to the other Party: (a) if the other Party is in breach of this Agreement and has not cured such breach within thirty (30) days of receipt of written notice of the breach; or (b) if such other Party is adjudicated bankrupt, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver or trustee is appointed for any of its property under bankruptcy or insolvency law.

7.4.Inability to Perform. Miovision may terminate this Agreement immediately if: (a) Miovision is no longer able to provide an Offering due to a court decision; (b) or any Offering is not in conformity or compliance with applicable laws or a request from a government entity(ies) where conformity cannot be ensured within a reasonable time.

7.5.Changes to Offerings. Nothing in this Agreement prevents Miovision from changing or discontinuing any Offering. Miovision reserves the right to use replacement parts that are new, refurbished, or equivalent in performance to new parts. Customer acknowledges certain parts may be subject to discontinuance by the manufacturer, in which event Miovision’s obligation will be limited to making reasonable efforts to replace such discontinued parts with an equivalent part.

7.6.Suspension. Miovision reserves the right to suspend performance (and/or in the case of a breach of Section 5.2(d) to limit, throttle, or cap data use) of its obligations under this Agreement (including for Software, alone or as part of Subscription Services) if Customer fails to pay any undisputed amounts due to Miovision under this Agreement or breaches Section 3.2 (Software), 3.3 (Platform), or 5.2 (Restrictions on Use) and in the event of a Data Security Incident as defined in Miovision’s Data Security Policy. Any such suspension shall not release the Customer of its payment obligations under this Agreement. Customer agrees that Miovision shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to such suspension.

8.Intellectual Property and Confidentiality.

8.1.Ownership of Offerings. Nothing in this Agreement transfers or grants to Customer Users, any ownership right, title or interest in or to any Software, Platform, any Miovision-Owned Hardware, or to any Miovision Works, or in or to any Intellectual Property Rights associated with any Miovision Offering, Miovision Works, or results of Processing Services and Professional Services or to any portion thereof. For the avoidance of doubt, subject to Customer’s underlying rights in Customer Data, Traffic Data, and Transit Data, Miovision shall own all ownership rights, title, interest, and Intellectual Property Rights in or to any subject matter created, developed, or contributed by Miovision or Miovision Offerings hereunder (including Miovision Works) and is free to commercialize same in any manner whatsoever. If and to the extent that Customer acquires any Intellectual Property Rights in Miovision Offerings or Miovision Works, Customer hereby assigns all such rights to Miovision effective at the time of Customer acquiring same and agrees to sign such further documents to confirm such assignment as Miovision reasonably requests. Upon expiration or termination of the Agreement, Miovision shall provide or enable Customer to obtain the Traffic Data and/or Transit Data stored at that time in the Software or Platform in a public format.

8.2.Feedback and Innovations. Customer Users agree to provide Miovision with feedback on Miovision Offerings and any portion thereof, and on any beta testing of new functionality or products and services, as reasonably requested by Miovision and hereby agrees that Miovision shall own all such feedback, including any associated Intellectual Property Rights. Customer Users further agree that they shall not seek any compensation from Miovision, its Distribution Partners or customers in relation to any developments based on any such feedback and agrees to sign such further documents and take such further steps as are reasonably necessary to give effect to this provision and further agrees that it shall not challenge the enforceability or validity of this provision. Without limiting the foregoing, Customer Users hereby agree not to enforce against Miovision, its Affiliates and customers or Distribution Partners any patent rights or other intellectual property rights relating to or potentially appliable to the Offerings or the results of the use of the Offerings.

8.3.Customer Data, Traffic Data, and Transit Data.

(a)Ownership. Customer owns all rights, title and interest in and to all Customer Data, Traffic Data and Transit Data. Nothing herein shall transfer any ownership, right, title or interest in or to the Customer data or Traffic Data or Transit Data to Miovision.

(b)Storage and Location. Customer authorizes the storage and processing of Customer Data solely on servers of third party cloud hosting service providers located within the United States and Canada.

(c)Third Party Disclosures. Miovision may disclose Customer Data and Traffic Data or Transit Data to third parties solely as required to provide the Offerings.

(d)Reservation of Rights. Except as permitted in Sections 8.3(e) (Usage Rights for Customer Data) and 8.3(f) (Usage Rights for Traffic Data and Transit Data) of this Agreement, all rights in and to Customer Data, Traffic Data, and Transit Data are expressly reserved by Customer.

(e)Usage Rights for Customer Data.

(i)License Grant and Permitted Uses. Customer grants Miovision a worldwide, non-exclusive, royalty-free license, limited strictly to the Term of this Agreement, to use and process Customer Data solely to: (a) provide and maintain the Offerings; (b) troubleshoot systems and platforms, and (c) perform analytics related to the Offerings.

(f)Usage Rights for Traffic Data and Transit Data.

(i)License Grant and Permitted Uses. Customer grants Miovision a worldwide, non-exclusive, royalty-free, perpetual, irrevocable and fully paid-up license to use, reproduce, modify, distribute, and process Traffic Data and Transit Data solely to: (a) provide, train, and improve the Offerings, including training machine learning, computer vision, and artificial intelligence models, (b) troubleshoot systems and platforms, and (c) utilize analytics generated by the Offerings. Traffic Data identifying a specific intersection does not identify Customer Users or any specific Customer transaction(s).

(ii)Anonymization and Aggregation Rights. Subject to the indemnity provisions set out in Section 11.1 (Miovision Indemnity) of this Agreement, Customer grants Miovision the right to use anonymized and aggregated Traffic Data and Transit Data for internal analytics, product development, and product improvement, provided that (a) no Personal Information or Customer Data is included and (b) such data cannot be reasonably be re-identified or associated with the Customer.

8.4.Network Security. Miovision shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the Platform and Customer Data from unauthorized access, disclosure, or use. These safeguards will include measures for network security, data encryption, access control, and platform monitoring, consistent with industry best practices for cloud-based services. Customer acknowledges that no method of data transmission or storage is perfectly secure and agrees to take appropriate security measures on its own network and devices used to access the Platform.

8.5.Confidential Information. The Parties acknowledge that they may disclose to the other Party (each in turn a “Disclosing Party”) certain Confidential Information in order to further the purposes of this Agreement and that the Offerings and the Works, contain and/or are performed using the valuable Confidential Information of Miovision. The Party receiving such information (the “Receiving Party”) will hold in confidence and except as specifically authorized in writing by the Disclosing Party shall not disclose to any third party (including to any Contractor(s) unless authorized in writing by Miovision) any Confidential Information disclosed to them or to which they are provided access in relation to this Agreement. It shall not be a breach of this requirement to: (a) provide the Confidential Information to employees, dependent contractors or legal advisors of the Receiving Party or to Miovision Distribution Partners, that have a need to know to fulfill the purposes of this Agreement and are each subject to obligations with respect to disclosure, use, reproduction and return of Confidential Information that are consistent with the requirements of this provision; or (b) disclose the Confidential Information to the extent required to do so by a court of law or a legislative or legal process (including freedom of information requests), provided that the Receiving Party uses all reasonable efforts to provide sufficient notice of this requirement, where permitted by law, to the Disclosing Party to enable the Disclosing Party to seek an order limiting or preventing the disclosure of the Confidential Information. The Receiving Party further agrees not to use or reproduce the Confidential Information except as reasonably necessary to fulfil the purposes of this Agreement. The Receiving Party shall ensure that it has taken precautions that are consistent with industry practices and in all instances are not less than a reasonable standard of care to ensure that the Confidential Information is not lost or stolen. Upon the termination of this Agreement or at any time upon request, the Receiving Party shall either return the Confidential Information or have an officer certify its destruction, provided that this obligation shall not apply to any archival copies of the Confidential Information which form part of the automatic back-up of the Receiving Party’s data. These restrictions shall apply for so long as the information satisfies the definition of Confidential Information. If applicable laws require that the term of confidentiality obligations be limited to a set term in order to avoid being found enforceable, then these obligations shall apply for the maximum period permitted by law, except in the case of trade secrets when they shall apply for so long as the Confidential Information in question remains a trade secret.

9.Privacy.

9.1.Personal Information. Miovision collects and uses certain information in the provision of the Offerings, including information which may constitute Personal Information under applicable privacy laws. For example, Miovision uses e-mail addresses to enable authorized users to log into the Platform. Miovision also collects the IP addresses of the devices that directly access or attempt to access Software for security purposes. For more information regarding the type of Personal Information Miovision collects, uses, and discloses in the context of the Offerings and how it might be processed, consult Miovision’s Privacy Policy available at https://miovision.com/legal/policies/privacy/. By using the Offerings, or submitting any Personal Information to Miovision, Customer and its Affiliates agree to the terms of the Miovision Privacy Policy.

9.2.Notices. Miovision shall notify Customer if it becomes aware that any Customer Data, Traffic Data or Transit Data has been lost or stolen.

10.Warranty; Disclaimer.

10.1.Warranties and Support Services. Miovision shall perform the Services in a competent and professional manner. If there is an error in the performance of any Professional Services or Processing Services, then Customer’s sole remedy shall be Miovision reperforming that Service. If at any time any Product or Subscription Service is not operating substantially in accordance with its Documentation, then Customers shall contact Miovision by e-mail or customer service chat as provided to Customer from time to time and describe the issue; and the process in the support documents available at https://miovision.com/legal/policies/support-policy/ shall apply. If any Hardware fails to operate in accordance with its Documentation during the Warranty Period as defined in the warranty documents, or the Term for which Support Services are to be provided, then the warranty document available at https://miovision.com/legal/policies/ shall apply. Unless otherwise outlined in an Order Form or exhibit, the warranties and support processes referenced above are the sole remedies of Customer for any failure of a Product or Subscription Service to operate in accordance with its Documentation.

10.2.Implied Warranty Disclaimer. EXCEPT AS EXPRESSLY SET OUT HEREIN: (A) THE OFFERINGS ARE MADE AVAILABLE HEREUNDER “AS IS” AND “AS AVAILABLE’; AND (B) NEITHER PARTY MAKES ANY WARRANTIES, CONDITIONS, ENDORSEMENTS, REPRESENTATIONS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE.

11.Indemnity.

11.1.Miovision Indemnity. Miovision shall defend Customer and its Affiliate(s) against any third party claim or action brought against Customer or its Affiliate(s) to the extent the claim or action or any liability therefrom arises from: (a) an allegation that an Offering infringes the intellectual property rights of a third person; or (b) Miovision’s use of Traffic Data or Transit Data originating from Customer (each a “Customer Claim”) and shall indemnify Customer for, and pay every judgment of a court of competent jurisdiction and attorney fees awarded against Customer to the extent it results from a Customer Claim. Customer must: (i) immediately notify Miovision upon receiving notice of a Customer Claim; (2) give Miovision the right to conduct the defence and settlement of the claim provided that any settlement cannot impose any liability or obligation on Customer or its Affiliates with Customer’s prior written consent; and (3) act in accordance with the reasonable requests of Miovision provided that Miovision reimburses Customer for any out of pocket expenses it incurs as a result. Miovision shall not be responsible for any Customer Claim where an alleged infringement arises from (i) a modification to an Offering not made by or on behalf of Miovision or made to comply with Customer’s instructions; or (ii) the combination of an Offering with any Third Party Product or third party service, including any Customer product or services; or (iii) a failure by Customer to use the current, unaltered version or model of an Offering; or (iv) Customer’s breach of this Agreement. In no event shall Miovision have any obligations or liability under this indemnity if: (A) Customer fails to comply with its obligations under this provision; (B) Customer was aware of the alleged infringement prior to executing the Order Form; or (C) if the alleged infringement arises in whole or in part from any information or data (other than Traffic Data or Transit Data) provided by Customer, Authorized Users, or other third parties or in cases where such finding of liability would not have existed but for the provision of same.

11.2.Customer Indemnity. To the extent permitted by applicable laws or regulations, Customer shall defend Miovision against any third party claim or action brought against Miovision to the extent that the claim or action or any liability therein arises from: (a) the installation or other set-up service of an Offering not performed by or on behalf of Miovision; (b) the unauthorized or improper use or configuration of an Offering; (c) a modification of an Offering not made by or on behalf of Miovision or made or modified by Miovision as instructed by Customer; (d) the breach by any Customer User of Section 5.2 (Restrictions on Use); (e) the combination of an Offering by or on behalf of, Customer or Affiliates with any Third Party Product or third party services that has not been pre-authorized by Miovision in writing, including any such Customer or Affiliate product or service; or (f) any personal injury, wrongful death, or property damage resulting from an Offering or the use thereof by Customer (each a “Miovision Claim”) and shall pay every judgment of a court of competent jurisdiction and attorney fees awarded against Miovision to the extent that it results from a Miovision Claim. Miovision must (i) immediately notify Customer upon receiving notice of a Miovision Claim; (ii) where Customer is responsible for the entire claim and not just a portion of the liability in the claim of action, give Customer the right to conduct the defense and settlement of the claim and act in accordance with the reasonable instruction of Customer; and (iii) give Customer such assistance as Customer reasonably requests provided that Customer reimburses Miovision for any out of pocket expenses it incurs as a result. In no event shall Miovision have any obligations or liability under this indemnity if Customer fails to comply with its obligations under this provision.

11.3.Entire Remedy. The indemnities set out in this section set out the entire remedy of the Parties in respect of third-party claims.

12.Limitation of Liability.

12.1.EXCEPT FOR CLAIMS IDENTIFIED IN SECTION 12.3, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ONLY. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, OR LOST DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2.EXCEPT FOR THE CLAIMS SET OUT IN SECTION 12.3, MIOVISION’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

12.3.THE LIABILITY CAP IN SECTION 12.2 SHALL NOT APPLY TO LIABILITY ARISING FROM: (I) A BREACH OF SECTION 5.2 (RESTRICTIONS ON USE); (II) A BREACH OF SECTION 8 (INTELLECTUAL PROPERTY AND CONFIDENTIALITY); (III) SECTION 11 (INDEMNITY); OR (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

12.4.MIOVISION USES REASONABLE COMMERCIAL EFFORTS TO ENSURE THAT THE ACCESS TO THE OFFERINGS WILL BE UNINTERRUPTED AND ERROR FREE. HOWEVER, DUE TO THE NATURE OF THE INTERNET, THIS CANNOT BE GUARANTEED. MIOVISION SHALL NOT BE RESPONSIBLE AT ANY TIME FOR ANY CLAIMS, LOST DATA, OR DAMAGES INCURRED WHILE, OR AS THE RESULT OF TRANSMITTING DATA OVER THE INTERNET AS PART OF OR TO OR FROM AN OFFERING. CUSTOMER ACKNOWLEDGES THAT: (I) THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO GAIN ACCESS TO OFFERINGS, CUSTOMER DATA, TRAFFIC DATA AND TRANSIT DATA; AND MIOVISION CANNOT AND DOES NOT GUARANTEE THE PRIVACY OR SECURITY OF ANY CUSTOMER DATA, TRAFFIC DATA, OR TRANSIT DATA TRANSFERRED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET AND HAS NO LIABLITY OR RESPONSIBILITY BEYOND ITS OBLIGATIONS TO COMPLY WITH ITS DATA SECURITY POLICY. MIOVISION HEREBY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THE PROVISION OF THE OFFERINGS CAN OR WILL BE MAINTAINED.

13.General.

13.1.Entire Agreement, Purchase Orders and Priority. This Agreement including all schedules and Order Forms, and any exhibits attached thereto or referenced therein, constitutes the entire agreement of the Parties with respect to the subject matter thereof. It supersedes all requests for quotes, discussions, correspondence or communication of any nature relating to the subject matter of this Agreement, all of which shall no longer be of any force or effect. If Customer issues a purchase order, any additional, inconsistent or conflicting terms appearing in a purchase order shall be of no force or effect and shall not amend the Order Form or the Agreement. In the event of a conflict between these terms and conditions, a schedule, and the Order Form or exhibit, the body of this Agreement shall take priority, solely to the extent of the conflict, unless the Order Form, exhibit or schedule indicates a specific intent to override these terms and conditions. In the event of a conflict, the Order Form shall take priority over the (other) Schedules. This Agreement may only be modified in writing signed by the Party against whom enforcement of the modification is being sought.

13.2.Audit Right. Either Party (the “Auditing Party”) shall have the right at any time, but no more than once in any twelve (12) month period during regular business hours, through an independent auditor reasonably satisfactory to the other Party (the “Audited Party”) no later than five (5) days after such notice, at the Auditing Party’s expense, to reasonably inspect and audit the Audited Party’s activities at the Audited Party’s premises to ensure that the Audited Party is complying with the terms and conditions of this Agreement and the accuracy of the payment of any associated Fees. The audit shall be subject to the confidentiality terms in this Agreement. Notwithstanding the foregoing, the auditor shall be permitted to provide the Auditing Party, with only the results of the audit (i.e. compliance or non-compliance) and only if the audit reveals non-compliance with the provisions of this Agreement or a related agreement, with such other information as the Auditing Party reasonably requires in order to effectively enforce its rights under this Agreement and the Auditing Party shall be permitted to use such information solely for these purposes. In the event that any such audit discloses a shortfall in payment to, or overpayment by, the Auditing Party of more than five percent (5), the Audited Party shall be responsible and shall reimburse the Auditing Party for any costs the Auditing Party reasonably incurs in conducting such audit. If such an audit discloses a shortfall in payment, the Customer will promptly remit the amounts due to Miovision. If such audit discloses overpayment of amounts due hereunder, Miovision will promptly remit the amounts due to the Customer.

13.3.Waiver. A waiver of any default will not constitute a waiver of any other or subsequent default. No waiver of any terms, conditions or provisions of this Agreement will be effective unless it is in writing and signed by the waiving party.

13.4.Publicity. Customer agrees that, in exchange for the pricing provided by Miovision, Customer grants Miovision the right to: (a) develop public communications (including, without limitation, press releases, advertisements and customer success stories) which include references to the Customer and concern this Agreement or any related matter; and (b) use the Customer’s trademarks, service marks, logos and tradenames in any such public communications and to identify Customer as a customer of Miovision on Miovision’s website as a part of a general list of Miovision’s customers for use and reference in Miovision’s corporate, promotional and marketing literature. Notwithstanding the foregoing, no public communications shall be publicly released by Miovision without Customer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

13.5.Force Majeure. If either of the Parties becomes unable to carry out the whole or any part of its obligations under this Agreement due to acts of God, acts of government authorities, pandemics, strikes, war, riots or any other cause of such nature or circumstances beyond a Party’s reasonable control (“Event of Force Majeure”), then the performance of the obligations of the affected Party shall be excused during the continuance of any inability so caused, but such inability shall, as far as possible, be remedied or mitigated so far as is possible. Either Party shall give immediate notice to the other Party upon becoming aware of an Event of Force Majeure. If an Event of Force Majeure continues for a period exceeding sixty (60) days or such other period as is mutually agreed to be the Parties, the other Party may terminate this Agreement by giving the affected Party seven (7) days written notice of its intention to do so, and Customer shall pay Miovision for any Offering Delivered prior to the effective date of termination.

13.6.Governing Law. The Agreement shall be governed and construed in accordance with the laws of the Province of Ontario along with any federal laws applicable therein unless Customer’s address as set out in this Agreement is located in the United States, in which case the Agreement shall be governed and construed in accordance with the laws of the State of New York along with any federal laws applicable therein. In either case the rules of private international law that lead to the application of laws of any other jurisdiction shall not apply. The United Nations Convention on Contracts for the Sale of Goods (1980) does not apply.

13.7.Forum. The Provincial and Federal courts of the Province of Ontario shall have exclusive jurisdiction to hear any matter arising in connection with this Agreement unless Customer’s address as set out in this Agreement or Order Form is located in the United States, in which case the State and federal courts located in the Borough of Manhattan, New York, New York shall have exclusive jurisdiction to hear any matter arising in connection with this Agreement. In either case, each Party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents and attorns to the exclusive jurisdiction and venue of the courts as set out in this provision.

13.8.Government Use. If Customer is a government entity, then notwithstanding Section 13.6 (Governing Law) and 13.7 (Forum), the applicable laws and courts of the jurisdiction where the government Customer is located shall apply. If Customer is part of an agency, department, or other entity of the United States government (“Federal Government”), then U.S. federal laws shall apply and U.S. federal courts in the jurisdiction where the government Customer is located shall have jurisdiction. If the procurement, use, duplication, reproduction, release, modification, disclosure, or transfer of Products is subject to federal acquisition regulations, the Parties hereby acknowledge and agree that the Products have been developed at private expense and are “commercial item(s)”, “commercial computer software”, “commercial computer software documentation” and “restricted computer software”. Any use of the Software shall be governed solely by the terms of this Agreement.

13.9.Use of Subcontractors. Miovision reserves the right to use subcontractors or other third parties to perform any Services under this Agreement, including Services related to video processing, and data analysis related to Traffic Studies, and Onsite Traffic Study Services. Miovision shall remain fully responsible to Customer for the satisfactory performance of all subcontractors to the same extent as if the services were performed by Miovision’s own employees.

13.10.Language. This Agreement is drawn up in English at the request of the Parties. If this Agreement is translated into a language other than English, the English version shall prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translations thereof. Unless, and only to the extent prohibited by law in Customer’s jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in English, including the terms of the Agreement, any correspondence, discovery, submission, filings, pleadings, oral pleadings and arguments, and order or judgments.

13.11.Injunctive Relief. The Parties agree that a material breach of this Agreement may cause irreparable harm to a Party, for which a remedy at law may be inadequate. Accordingly, in addition to any remedies at law, subject to any express limitations under this Agreement, either Party may seek injunctive relief without posting any security.

13.12.Carbon Credits. If applicable, any carbon credits generated from the use of the Offerings or the results thereof, shall be the property of Miovision.

13.13.Severability. If any court finds any part of this Agreement to be invalid or unenforceable that part shall be severed from this Agreement and its invalidity or unenforceability shall not in any way affect the remaining provisions of this Agreement, which shall continue in full force and effect.

13.14.Notices. Any notice, request, demand or other communication required or permitted hereunder shall be sufficiently given only if in writing and only if delivered by hand, email, or courier addressed to the other Party at the address set out in the Order Form or to such other person or address as the Parties may from time-to-time designate in writing delivered pursuant to this notice provision, with a copy of all notices (except for support notices) also emailed to legal@miovision.com. Any such notices, requests, demands or other communications shall be received and effective: (i) upon the date of delivery if delivered by hand, if registered mail (or its equivalent) or courier, or (ii) in the case of email, the date of confirmation of receipt by answer-back from the recipient to whom the notice, request, demand or other communication was given.

13.15.Survival. Notwithstanding the termination or expiration of this Agreement, those provisions that by their nature are intended to survive after the Agreement ends, including, Sections 1 (Definitions), 5.2 (Restrictions on Use), 5.4 (Limitations on Miovision’s Responsibility), 8.1 (Ownership of Offerings), 8.3 (Customer Data, Traffic Data, and Transit Data), 8.5 (Confidential Information), 9 (Privacy), 11 (Indemnity), 12 (Limitation of Liability) of the Agreement, Section 1 (Sale of Hardware) of Schedule B, Section 1 (Sale of Hardware) of Schedule C, and Section 3.1 (Miovision-Owned Hardware) of Schedule C shall survive.

13.16.Export. This Agreement is made subject to any restrictions concerning the export of products or technical information that may be imposed on the Parties from time to time. Each Party agrees that it will not export directly, or indirectly, any Products or other products or services to a location or in a matter that at the time of export requires an export license or other governmental approval without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with applicable laws.

13.17.Hazardous Materials. Customer acknowledges that certain materials provided by Miovision may be considered hazardous materials under various laws and regulations. Customer agrees to familiarize itself (without reliance on Miovision, except as to the accuracy of special safety information furnished by Miovision), with any hazards of such materials, their applications and the containers in which such materials are shipped and to inform and train its employees and customers to such hazards. Customer will hold Miovision harmless against any claims by its agents, employees or customers relating to any such hazards, except to the extent such claims arise solely and directly from Miovision’s failure to meet its written specifications, or the inaccuracy of safety information furnished by Miovision.

13.18.No Ability to Bind other Party. No Party shall have authority to or shall hold itself out as having any authority to incur, assume or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of or on behalf of or in any way binding upon the other Party.

13.19.Assignment. Neither Party may assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of the other Party and any purported assignment without such consent shall be null and void and of no effect. Notwithstanding the foregoing, Miovision may, without the requirement to obtain the consent of Customer, assign or transfer Miovision’s rights under this Agreement: (a) to an Affiliate; (b) to a lender whose security interests must be perfected; or (c) to any successor in interest in the event that Miovision merges or consolidates with a third party or a third party purchases all, or substantially all of the shares or assets of Miovision, provided that in each case the assignee or transferee agrees to be bound by this Agreement. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns.

13.20.Counterparts. This Agreement may be executed in counterparts, or including electronic counterparts, each of which when executed by any of the Parties shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement.

SCHEDULE A
DEFINITIONS

1.“Affiliate” means, with respect to a Party, any other such entity Controlling, Controlled by or under common Control with such entity, and in the case of Customer, identified as an Affiliate on the Order Form. “Control” means direct or indirect: (a) ownership of more than fifty percent (50%) of the outstanding shares representing the right to vote for members of the board of directors or other managing directors of such entity; or (b) for an entity that does not have outstanding shares, more than fifty percent (50%) of the ownership interest representing the right to make decisions for such entity. Each Party shall be jointly and severally liable for the acts and omissions of its Affiliates that would constitute a breach of this Agreement or would constitute a breach of this Agreement if performed or omitted by that Party.

2.“Authorized Users” means the employees of Customer and its Affiliates authorized by Customer to access and use the Software. Subject to Section 5.3 (Use of Contractors by Customer), Authorized Users may include individuals engaged as employees and independent contractors by Contractors. In the case of PCaaS Subscription Services and the Opticom Software, the definition of “Authorized User” also includes individuals authorized by Customer to drive the Vehicles.

3.“Confidential Information” means any information provided or otherwise made available by one Party to the other hereunder that is: (a) marked as confidential; (b) otherwise identified as confidential at the time of disclosure; or (c) would reasonably be considered confidential in the context in which it was given that: (i) is not publicly available at the time of disclosure and does not later become publicly available through no fault of the receiving Party; (ii) was not in the possession of the receiving Party prior to its disclosure under this Agreement; (iii) was not independently developed by the receiving Party; and (iv) is expressly disclosed by the Party for the purposes of and solely to the extent required by a requirement under any applicable freedom of information legislation.

4.“Contractor” means outsourcing company(ies) or independent third party contractor(s) contracted by Customer or its Affiliates to provide them with services and authorized by Miovision in writing, and in accordance with Section 5.2 (Restrictions on Use) to use the Offerings and any results of Professional Services.

5.“Customer Data” means any Confidential Information or other information (including usage data) other than Traffic Data and Transit Data, supplied to Miovision by Customer hereunder, including through the Offerings, and any Personal Information collected by Customer using an Offering or Third Party Product in conjunction with an Offering.

6.“Customer-Owned Hardware” means Hardware sold to Customer, with title transferring to the Customer.

7.“Customer System Requirements” means the system requirements that Customer is required to ensure are in place for the Offerings, attached as an exhibit to, or incorporated by reference into, an Order Form.

8.“Delivery” means the date when Miovision has completed its responsibilities to enable an Offering to be ready for use by Customer. Delivery occurs for: (a) PCaaS Subscription Services upon completion of the Set-up Services; (b) the Platform, other Software (licensed as part of a Subscription Service or for the duration of the associated Lifetime License Period), or Third Party Software used in conjunction with Hardware upon Delivery of the associated Hardware; (c) Customer-Owned Hardware and any Third Party Hardware, upon delivery FCA (Incoterms 2023) Miovision’s dock; (d) for Support Services at the commencement of the applicable Term; (e) Processing Services upon completion of the Services; and (f) unless otherwise set out in the Order Form, for Professional Services, upon achievement of a milestone set out in the Order Form or completion of the performance of the specific Professional Services.

9.“Distribution Partners” means distributors, resellers, value added resellers, technology partners, and integrators.

10.“Documentation” means any user manuals and other user and technical documentation as prepared and made available by Miovision for the Offerings.

11.“Effective Date” means the date of last signature on this Agreement.

12.“Hardware” means physical proprietary devices, equipment and components, provided either as Miovision-Owned Hardware or Customer-Owned Hardware.

13.“Initial Term” means the starting duration of this Agreement or any specific Offering as designated herein or in an applicable Order Form.

14.“Intellectual Property Rights” means all intellectual property rights, industrial property rights, and other similar rights recognized throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including (a) copyrights, rights in trade secrets, trademarks, patents, design rights, database rights, rights in processes, rights in methods, moral rights, mask work rights, publicity and personality rights, and privacy rights; and (b) any application or right to apply for any of the rights referred to in sub-paragraph (a), an all enhancements, improvements, renewals, extensions and restorations thereof.

15.“Lifetime License Period” means the operational lifespan of the Hardware in which the Software is originally installed or associated with upon Delivery. For the avoidance of doubt, this period explicitly excludes Support Services.

16.“Miovision-Owned Hardware” means Hardware provided as part of a PCaaS Subscription, with Miovision retaining title thereto.

17.“Offerings” means the collective suite of Products and Services commercialized under an executed Order Form.

18.“Order Form” means a Miovision order form, quote, or a proposal in which these terms and conditions are incorporated by reference, or a statement of work (“SOW”) attached to these terms and conditions, and any exhibits attached thereto or referenced therein. Neither Party is obligated to execute an Order Form but once accepted by both Parties, an Order Form shall not be modified except as agreed upon in writing and signed by authorized representatives of the Parties.

19.“Personal Information” means any information that can be used to identify an individual and is protected under any applicable federal, state, or local privacy laws.

20.“Platform” means Miovision proprietary, cloud-based environments, including but not limited to Miovision One and TDO DataLink.

21.“Processing Services” means the cloud-based processing of Traffic Data generated by the Hardware on behalf of Customer.

22.“Products” means Miovision proprietary Hardware, Software, and/or Platform.

23.“Professional Services” means Set-up Services, training, Support Services and any development or other engineering services.

24.“Renewal Term” means successive one (1) year periods that automatically trigger upon the expiration of the then-current term, unless either Party provides written notice of non-renewal at least thirty (30) days prior to such expiration. All Fees for Renewal Terms shall be at Miovision’s then-current rates.

25.“Services” means the Subscription Services, Processing Services, and Professional Services provided by Miovision.

26.“Set-up Services” means any site survey, project management, Software configuration, hardware installation, or engineering services required to make an Offering ready for use by Customer.

27.“Software” means Miovision proprietary application software and/or embedded firmware licensed for either a Subscription Term or Lifetime License Period.

28.“Subscription Services” means the ongoing provision of the Products and Support Services, billed on a recurring basis.

29.“Support Services” means the maintenance and/or support services described in Section 10.1 (Warranties and Support Services) of the Agreement. Included by default in Subscription Services. For Lifetime Licenses, Support Services are excluded and must be purchased separately for a minimum one (1) year Support Term.

30.“Term” means the collective duration of the Initial Term and any subsequent Renewal Term(s).

31.“Third Party Hardware” means hardware that is not manufactured by or on behalf of Miovision that is included in the Order Form.

32.“Third Party Products” means Third Party Hardware and/or Third Party Software.

33.“Third Party Software” means standalone software (i.e. software that is not part of the Software) that is proprietary to a third party and may be subject to additional license terms with a third party.

34.“Traffic Data” means non-personal quantitative traffic and road user metrics collected or recorded by the Offerings or connected Third Party Products. This includes but is not limited to vehicle counts and classifications, vulnerable road user metrics, traffic signal timing, and near-miss analytics, but excludes any Personal Information.

35.“Transit Data” means non-personal, operational transit metrics collected or recorded by the Offerings or connected Third Party Products at transit stops, stations, or from Vehicles. This includes but is not limited to schedules, real-time arrival and departure updates, vehicle location telemetry, passenger occupancy levels, and services alerts, but excludes any Personal Information.

36.“Vehicles” means emergency, transit, or other designated vehicles specified in the Order Form that use the Offerings or PCaaS Subscription Services for priority control, traffic signal preemption, or related telemetry.

37.“Works” means the Software and any results generated by the use of the Products (e.g. maintenance, security logs, etc.), and including any new algorithms, models, or intellectual property developed by AI using Traffic Data and/or Transit Data.

SCHEDULE B
DATA COLLECTION & TRAFFIC STUDIES
(including Miovision Scout Plus; Safety Studies; Traffic Studies; and Onsite Traffic Study Services)

This Schedule B applies when the Order Form specifies the purchase of data collection Hardware, associated Software licenses, or related Services (collectively referred to as the “Data Collection Offerings”). This Schedule B is supplemental to, and forms part of the Agreement. Except as expressly modified by this Schedule B, all terms, conditions, and definitions set forth in the Agreement are incorporated herein by reference and shall apply to the provision of Data Collection Offerings described in this Schedule B. Capitalized terms used but not defined in this Schedule B shall have the meaning ascribed to them in the Agreement.

1.Sale of Hardware. Title and risk of loss to Hardware passes to Customer FCA Miovision’s dock (Incoterms 2023). If Miovision deems necessary, orders may be partially shipped and partially backordered. Customer is responsible for inspecting and filing any claims for Hardware loss or damage directly with Miovision within ten (10) days of Delivery. All claims must be based on a complete inspection of the shipment and include any documents applicable to the claim. If Customer timely notifies Miovision of any Hardware loss or damage, Miovision may, in its sole discretion (i) replace the Hardware, or (ii) issue a credit or refund for the price of the Hardware. Customer acknowledges and agrees that the remedies set forth in this Schedule B are Customer’s sole and exclusive remedies for the loss or damage of Hardware.

2.Software License and Support Services Duration. Customer’s Software license and support services duration granted under Section 3.2 (Software License Grant) of the Agreement shall be specified in an Order Form.

3.Data Collection Services. Miovision may provide Professional Services to the Customer as specified in an Order Form, subject to the following terms:

3.1.Scope of Services.

(a)Traffic/Safety Studies: Miovision will leverage Traffic Data collected and analyzed by Hardware, Software, and validated by individuals to generate and deliver traffic/safety studies to Customer through the Platform.

(b)Onsite Traffic Study Services (provided by Miovision’s Affiliate, CJ Hensch & Associates): Miovision may coordinate onsite, in-the-field traffic study services, including deployment, data collection, and removal of Hardware, which may be fulfilled by authorized third parties. Unless otherwise specified in an Order Form, these Services are provided on a time and materials basis, with rates and estimated hours detailed in an Order Form.

3.2.Fees. The Fees for Data Collection Services are calculated on a consumption basis, which is determined by factors including the traffic study type, length and frequency of the video processed and the total amount of data analyzed to generate the studies. The specific consumption rates shall be set forth in Miovision’s Traffic Engineering Studies rate card and indicated in the corresponding Order Form. Fees shall be invoiced at the end of the month in which the studies were published in the Customer’s Platform account.

3.3.Accuracy Warranty for Traffic Studies. Subject to Customer’s compliance with the Agreement and in addition to the warranty set out in Section 10 (Warranty; Disclaimer) of the Agreement, Miovision’s accuracy policy set out at https://help.miovision.com/s/article/Traffic-Data-Accuracy-Definition?language=en_US shall apply to Traffic Studies and is deemed to be Documentation.

3.4.Data Processing & Storage.

(a)Applicable Products: This Section applies exclusively to Traffic Data collected, generated, or processed by the Offerings identified in Schedule B (“Designated Offerings”).

(b)Hosting Jurisdiction: Customer explicitly authorizes Miovision and its third party cloud hosting providers to host, store, transfer, and process such Traffic Data on servers located outside of the United States and Canada.

(c)No Personal Information: Because Traffic Data expressly excludes Personal Information, Customer agrees that such storage shall not constitute a cross-border transfer of Personal Information under applicable data privacy laws.

SCHEDULE C
INTELLIGENT TRAFFIC MANAGEMENT (ITM)

(including Miovision Core, Miovision Core DCM; Smartview 360, Smartview Approach; Opticom EVP; Opticom TSP; Intersection Monitoring; Continuous Safety Monitoring; Continuous Counts; Performance Measures, Adaptive; and Miovision One)

This Schedule C applies when the Order Form specifies the purchase of ITM Hardware, associated Software licenses, or related Services (collectively referred to as the “ITM Offerings”). This Schedule C is supplemental to, and forms part of the Agreement. Except as expressly modified by this Schedule C, all terms, conditions, and definitions set forth in the Agreement are incorporated herein by reference and shall apply to the provision of ITM Offerings described in this Schedule C. Capitalized terms used but not defined in this Schedule C shall have the meaning ascribed to them in the Agreement.

1.Sale of Hardware. Title and risk of loss to Hardware passes to Customer FCA Miovision’s dock (Incoterms 2023). If Miovision deems necessary, orders may be partially shipped and partially backordered. Customer is responsible for inspecting and filing any claims for Hardware loss or damage directly with Miovision within ten (10) days of Delivery. All claims must be based on a complete inspection of the shipment and include any documents applicable to the claim. If Customer timely notifies Miovision of any Hardware loss or damage, Miovision may, in its sole discretion (i) replace the Hardware, or (ii) issue a credit or refund for the price of the Hardware. Customer acknowledges and agrees that the remedies set forth in this Schedule C are Customer’s sole and exclusive remedies for the loss or damage of Hardware.

3.Opticom Priority Control as a Service (“PCaaS”) Model. If specified in the Order Form and further detailed in an accompanying SOW, Miovision shall provide the Customer with access to PCaaS features and functionality as a Subscription Service comprised of:

3.1.Miovision-Owned Hardware. Notwithstanding anything to the contrary, title to the Hardware remains with Miovision at all times. Customer is responsible for the safekeeping of the Hardware. For sales within the USA and Canada, Miovision will arrange for shipment of all Products and Miovision will bear any expenses, including routing, handling, packaging, and freight charges, unless Customer furnishes special shipping instructions that result in expenses beyond what Miovision would normally provide. For sales outside of the USA and Canada, Customer will arrange and provide for shipment of all Products from Miovision’s facility(ies) at Customer’s cost. Customer is the importer of record and will furnish all customs declarations and is responsible for any expenses, including but not limited to, additional export packing fees, export duties, licenses, fees, and any applicable taxes. Customer may not re-export the Products or items which incorporate the Products if such re-export would violate applicable export laws.

3.2.PCaaS Use Rights. The Customer shall be granted the right to use the PCaaS functionality, including Support Services, for a fixed term from the date of Delivery.

3.3.Additional Services. Miovision may provide additional Services as specified in the applicable SOW, including:

(a)Upfront Services.

(i)Site Survey (Intersection/Vehicle). Miovision shall survey the Customer’s intersections and vehicles to determine current infrastructure and needs, including wiring, Hardware mounting locations and other key information necessary to ensure a successful PCaaS deployment.

(ii)Project Management. Miovision shall assign a project manager to work with the Customer to create a project plan and then manage the resources deployed to execute the plan.

(iii)Installations (Intersections). Miovision shall install, configure and test phase selectors, modems, radios, antennas and/or cables to validate proper operation.

(iv)Installations (Vehicle). Miovision shall install, configure and test vehicle kits, computers, modems, radios, antennas, cables and/or Software to validate proper operation.

(v)Training. Miovision shall provide two (2) days of training at the Customer’s location. The Customer may have an unlimited number of participants so long as they are employees or representatives of the Customer. Customer must provide the training room and any audio/visual equipment needed.

(b)Ongoing Services.

(i)Monitoring and optimizing. Miovision shall monitor the Customer’s PCaaS deployment to validate operational status. Miovision shall also look for opportunities to optimize the Customer’s PCaaS deployment and communicate the same to the Customer as applicable. To the extent outages are discovered, Miovision shall (or alert the Customer as to the need to) deploy resources to provide repair/replacement services locally. For avoidance of doubt, monitoring includes reviewing data related to Vehicles and intersections but does not include outages that aren’t managed by Miovision (e.g., Customer-provided cellular connectivity).

(ii)Repairs/replacements (Intersections). When outages occur, Miovision shall attempt to remedy remotely, if possible, and will deploy local onsite resources when needed. Local onsite resources shall be Miovision or third party resources approved and subcontracted by Miovision.

(iii)Repairs/replacements (Vehicles). Customer is responsible for ensuring the Vehicles meet Miovision requirements and are compatible with PCaaS. If an outage is related to communications or communications hardware, Miovision will advise the Customer of the matter, and it will be the responsibility of the Customer to repair it so that the Vehicle data is received by Miovision.

(iv)Cellular Data. Machine to machine cellular connectivity shall be provided by a vendor of Miovision’s choice but contracted by Miovision for the benefit of the Customer.

3.4.Security Interest. Customer hereby grants to Miovision, and Miovision shall have the right to retain and to register, a security interest in and to any and all Miovision Products, and to Miovision-Owned Hardware until (i) in the case of Miovision Software and Services, all applicable Fees, together with applicable interest and any late payment charges, have been paid to Miovision in full; and (ii) in the case of Miovision-Owned Hardware, the Hardware has been returned to Miovision in good condition, normal wear and tear expected. If requested by Miovision, Customer shall acknowledge financing statements or other instruments necessary to perfect this security interest.

3.5.PCaaS Specific Fees and Pricing. Miovision reserves the right to charge Customer reasonable, additional fees that occur as a result of: (i) a report of an outage or disruption that is later determined to be unrelated to PCaaS and/or (ii) Service or Product replacements that become necessary as a result of loss or damage due to Customer’s (or Customer’s other suppliers’) removal of Products or negligence, outside of Miovision’s reasonable control. Customer’s original pricing and Fees may not be applicable to expansions or additional deployments not contemplated in a SOW, in which case Miovision reserves the right to increase or change Fees.

4.Limitation of Liability Specific to ITM Offerings.

4.1.OPERATOR RESPONSIBILITY AND SYSTEM FALLIBILITY: CUSTOMER ACKNOWLEDGES THAT BOTH INFRARED SYSTEMS AND GPS SYSTEMS, AS OVER-THE-AIR TRANSMISSION METHODS, ARE NOT INFALLIABLE AND MAY BE AFFECTED BY ENVIRONMENTAL, SIGNAL INTERFERENCE, OR SYSTEM CONFIGURATION FACTORS. THEREFORE, CUSTOMER MUST, WHEN MAKING DECISIONS ABOUT TRAFFIC LIGHT SWITCHING OR ENTERING AN INTERSECTION, TAKE INTO CONSIDERATION ALL FACTORS AND TOOLS AVAILABLE (INCLUDING VISUAL CONFIRMATION, LOCAL LAWS, AND TRAFFIC CONDITIONS) AND MUST NOT RELY ONE HUNDRED PERCENT (100%) ON ITM OFFERINGS FUNCTIONALITY. THE ITM OFFERINGS ARE AN ASSISTIVE TOOL, NOT A SUBSTITUTE FOR HUMAN JUDGMENT AND DUE CARE.

4.2.LIMITATION OF LIABILITY FOR VEHICLE ACCIDENTS: MIOVISION SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DEMANDS, SUITS, OR ACTIONS RELATED TO VEHICLE ACCIDENTS, PROPERTY DAMAGE, OR PERSONAL INJURY CLAIMS. THIS LIMITATION OF LIABILITY SHALL APPLY EXCEPT FOR SCENARIOS WHERE ACCIDENTS OCCUR INVOLVING PERSONAL INJURY OR PROPERTY DAMAGE DUE TO THE MALFUNCTIONING OF THE ITM OFFERINGS THAT IS PROVEN TO HAVE BEEN THE DIRECT AND PROXIMATE CAUSE OF THE ACCIDENT. IN SUCH CIRCUMSTANCES, THE LIABILITY FOR MIOVISION SHALL BE GOVERNED BY SECTION 12 (LIMITATION OF LIABILITY) OF THE AGREEMENT.

Version 2026