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Terms of the Agreement

1. System. The “System”, as used herein, consist of the equipment (“Equipment”), software System (“Software”) ordered pursuant to the Order Form, and any other consulting, maintenance, and other related services (“Support Services”) that may be requested from time to time by you and set forth on a separately executed Statement of Work.

2. System Fees. You agree to pay EWS (i) on a monthly or annual basis in advance, the monthly rate for the Software specified on the Order Form, as well as any applicable fees and charges for any additional Equipment or Support Services ordered in accordance with the terms of the Order Form, during the Term. You are responsible for maintaining complete and accurate billing and contact information. Fees are based on Services purchased and not actual usage. Your payment obligations hereunder are absolute, unconditional, and are not subject to cancellation, reduction, set-off or counterclaim. Setup Fees are not refundable. EWS reserves the right to require a prepayment (or deposit) on any services and/or Equipment or to restrict certain features or services provided. If customer does not pay monthly fees for 60 consecutive days, EWS may suspend and/or cancel the Services to You until such amounts are paid in full. We will endeavor to give You at least 7 days’ prior notice that Your account is overdue, in accordance with the notice provisions set out in this Agreement, before suspending services to You. You agree to pay EWS a late charge of five percent (5%).

3. Payment and Fees. Upon execution of this agreement by Customers authorizing signature, Customer agrees to the fee structure stated on the front of this agreement.

4. Other Charges. In addition to the fee listed on the Order Form, you agree to pay EWS the following charges, as applicable, which are subject to change during and after the Term: listed and unlisted local, state or federal taxes; fees and charges imposed or levied on or with respect to the System; equipment, activation, installation, or placement charges incurred with respect to the System, including per use charges; and any applicable charges for additional products or services you order.

5.System Use, Maintenance. You agree to use the System in a careful manner and in compliance with all applicable laws, ordinances, regulations, applicable manufacturers manuals and insurance policy conditions in any way relating to the possession, use or maintenance of the System, or any part thereof, and will cause the System to be operated by duly qualified personnel only and for business purposes only. You (including Your employees, contractors and anyone authorized by You to have access to the System) agree not to (i) disassemble, decompile, break down, or reverse engineer the Software or any component of the System or (ii) access the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service. Any service calls to provide physical repair or maintenance services for the System that was not caused by EWS, will result in a two hundred and fifty dollar ($250) fee per visit. Installation is not included in the System fees. We transfer to you any Equipment manufacturer or provider warranties for the Term. We will use commercially reasonable efforts to maintain the System during EWS normal business hours during the Term of this Agreement. However, we will be released from our maintenance obligations hereunder, and may terminate this Agreement, if you make alterations or modifications to the System, attach devices to the Equipment not supplied by its original supplier, or perform or attempt to perform maintenance services on it or any portion thereof during the Term hereof.

5.1 We do not guarantee any uptime availability or response time with respect to any aspect of the System. The System may be temporarily unavailable from time to time for maintenance or other reasons. EWS assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. EWS is not responsible for any technical malfunction or other problems in connection with the System. You agree to use the Services only for purposes that are permitted by (a) this Agreement and (b) any applicable United States law, regulation or generally accepted practices.

5.2 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by EWS. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) unless You are granted access to the API service by EWS. You agree that it will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). You (or Your Users and clients) shall use the Services solely for Your/its/their internal business purposes as contemplated by this Agreement and shall not: (i) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (ii) attempt to gain unauthorized access to the Services or its related systems or networks. To the extent You obtain any confidential information from EWS relating, directly or indirectly, to the Services, You agree to hold such confidential information at all times in strict confidence and shall not disclose such confidential information to any person at any time without the prior written consent of EWS, which may be arbitrarily withheld.

5.3 EWS may, in its own marketing and sales materials, including but not limited to the EWS website, use and display Your name(s) and logo(s).

6. Ownership; Equipment Liens. We own the System, and any data collected from its use, and share this data with you the customer. You will not sell, assign, lease, sublease, rent, or transfer the Equipment to any third party or obtain or permit any lien, security interest or other encumbrance to apply to the Equipment, without obtaining EWS’s prior written consent in each case. You will cooperate with EWS in protecting and securing EWS’s rights and interest relating to the Equipment upon request and hereby grants EWS a security interest in and to the Equipment. Subject to the rights expressly granted in this Agreement, as between the parties, EWS shall own, hold and retain all right, title and interest to the Equipment, and any and all additions, improvements, repairs, replacements or modifications thereto. You understand and acknowledge that it neither owns nor acquires any ownership rights in the Equipment. You acknowledge that you obtain no ownership nor proprietary rights of any nature or kind in or to the System or any part thereof under the terms of this Agreement. All right, title and interest in and to the foregoing System (including any and all related Intellectual Property Rights, modifications and additions) thereto shall at all times remain with EWS.

7. Force Majeure. Neither party shall be responsible for any failure to comply with or for any delay in the performance (excluding the performance of any payment obligation) of the terms of this Agreement including, but not limited to, delays in delivery by EWS where such failure or delay is directly or indirectly caused by or in any manner arises or results from events reasonably beyond the control of the parties sought to be charged. These events include, but shall not be restricted to, fire, flood, earthquake, accident, civil disturbances, war, rationing, allocation or embargoes, strikes or labor problems, delays in transportation, acts of God and acts of any government or any branch or agency thereof. In no event shall either party be liable to the other for consequential damages as a result of any delay in the performance of the terms of this Agreement.

8. Term and Termination. The term of this Agreement commences on the earlier of (i) the date on which you enter into this Agreement; or (ii) the date the System are delivered or otherwise made available to you (the “Commencement Date”). The term shall continue for a period of twelve (12) months (“Initial Term”). Customer can cancel anytime in first 90 days of the Initial Term but all fees paid are non-refundable, including setup fees. You shall not be entitled to a refund of any portion of fees paid for the System. Following expiration of the Initial Term, this Agreement and ACH authorization will automatically renew for additional, successive twelve (12) month terms (each, a “Renewal Term”) unless and until one party provides notice to the other party of its intent not to renew the Agreement within sixty (60) days of the end of the Initial Term or then-current Renewal Term. Within fifteen (15) days after the expiration or termination of this Agreement, you shall, at your expense, return the Equipment to EWS in the same condition as such Equipment was originally received by you, ordinary wear and tear excepted. A $500 fee will be charged for any damage or loss to Equipment not caused by EWS. You agree to pay such charge whether the equipment is lost (through theft or otherwise), damaged or destroyed. Failure of EWS to remove such Equipment shall not cause the Equipment to be deemed abandoned.

9. Effects of Termination. Upon the termination of this Agreement, you are responsible for paying for the System received through the date of termination, and for returning to EWS all Equipment provided to you by EWS. A $500 fee will be charged upon your failure to return any Equipment.

10. Confidentiality. All confidential information of a Party (“Disclosing Party”) in the possession of the other (“Receiving Party”), whether or not authorized, shall be held in strict confidence, and the Receiving Party shall take all steps reasonably necessary to preserve the confidentiality of the confidential information. The Disclosing Partys confidential information shall not be used or disclosed by the Receiving Party for any purpose except (a) as necessary to exercise rights or perform obligations under this Agreement, or (b) as required by law, provided that the other Party is given a reasonable opportunity to obtain a protective order. The Receiving Party shall limit its use of and access to the Disclosing Partys confidential information to only those of its employees or representatives whose responsibilities require such use or access. The Receiving Party shall advise all such employees and representatives, before they receive access to or possession of any of the Disclosing Partys confidential information, of the confidential nature of the confidential information and require them to abide by the terms of this Section or substantially similar requirements. Either Party may disclose this Agreement to its actual or potential investors, creditors, professional advisors, or attorneys who are subject to a duty of confidentiality.

11. Competition and Non-Disclosure. You acknowledge that EWS possesses a confidential and proprietary interest in the System. You agree not to damage, convey, or disclose information about the System to any third person without the written consent of EWS. You further agree to protect the System from damage, conveyance, and unauthorized disclosure.

12. Risk of Loss and Insurance. You are responsible for all risks of loss or damage relating to the System and if any loss damage occurs you still are required to satisfy all of your contract obligations. Customer will hold harmless EWS from and against any damages, loss, liability, consequential damage, expense, claim or obligation arising in connection herewith. We are not responsible for any losses or injuries caused by the System and you will reimburse us and defend us against any such claims. This indemnity will survive any expiration or termination of this Agreement.

13. Audit and Inspection. We or our agent shall during normal business hours have the right to enter into and upon any premises where any Equipment may be located for the purpose of inspecting such Equipment or observing its use. You shall, whenever reasonably requested by us, advise us of the exact location of any and all items of Equipment.

14. Disclaimer of Warranties and Limitation of Liability. ANY EQUIPMENT, SOFTWARE OR SUPPORT SERVICES ARE PROVIDED UNDER THIS AGREEMENT “AS IS,” AND EWS DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE SYSTEM, EITHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT), TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL EWS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSSES ARISING OUT OF OR RESULTING FROM ITS PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. EWS’S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNT OF THE SYSTEM FEES CHARGED TO YOU UNDER THIS AGREEMENT. YOU SHALL BE REQUIRED TO MAKE ANY CLAIM OR POTENTIAL CLAIM HEREUNDER AGAINST EWS WITHIN ONE (1) YEAR FROM THE DATE OF THE INCIDENT AND/OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM OR POTENTIAL CLAIM. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, DELAY, DISRUPTION, LOSS OF PRODUCT, LOSS OF ANTICIPATED PROFITS OR REVENUE, LOSS OF USE OF THE EQUIPMENT OR SYSTEM, NON-OPERATION OR INCREASED EXPENSE OF OPERATION OF OTHER EQUIPMENT OR SYSTEMS, COST OF CAPITAL, COST OF PURCHASE, REPLACEMENT EQUIPMENT, SYSTEMS, POWER OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, WARRANTY OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.1 You are solely responsible for Your own Internet connection which is necessary to access and use the Service and EWS shall have no liability to You, due to any inability to access or use the Service due to Your own Internet connection or related internal communications hardware and/or other connectivity issues

14.2 In no event shall EWS or its sub consultants of any tier be liable in contract, tort, strict liability, warranty or otherwise,

14.3 EWS shall have no responsibility for, and does not warrant against, any problems that occur as a result of improper use of the System; use of the System with incompatible equipment, hardware, interfaces, requirements or specifications; use of the Services with other products (hardware, software, firmware, etc.) that do not properly exchange data with the Services or use of the Services other than in accordance with EWS’S written instructions, specifications and documentation, if any. You are responsible for ensuring the quality and stability of its systems and its connection to the Services.

14.4 You agree that You are solely responsible for (and that EWS has no responsibility to You or to any third party for) any Content that You create, transmit or display while using the System and for the consequences of Your actions by doing so (including, without limitation, any intellectual property claims of any third parties relating to such Content).

15. Collection of Charges and Fees. In the event suit or arbitration shall be brought for the collection of any charges or fees related to this Agreement, or the same has to be collected upon demand of an attorney, client agrees to pay a reasonable attorneys fee for making such collection in an amount not less than 33% - 1/3 of the amount due.

16. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of United States and the parties submit to the exclusive Jurisdiction of the courts of San Diego, California in respect of any dispute or difference between the client and EWS arising out of this Agreement. This contract is all inclusive and no other oral or written contract exists between the two parties stated in this agreement. By signing this contract, you agree that you fully understand this contract, you are legally competent and authorized to enter into the contract and you sign this contract on your ‘own free will’ without any undue influence, misrepresentation of facts or by mistake. You also represent and warrant to EWS that you have no interest or obligation which is inconsistent with or in conflict with this agreement or which would prevent, limit, or impair EWS performance of any part of this agreement. You agree to notify EWS immediately if any such interest or obligation arises. The prevailing party shall be entitled to recover its attorney’s fees and court fees, including attorney’s fees and costs to appeal.

17. Miscellaneous. EWS reserves the right to make changes or modifications to any aspect of the System at any time. You acknowledge that you may not transfer this Agreement and/or the Equipment supplied by EWS without the prior written consent of EWS. EWS may freely transfer or assign its rights under this Agreement. The provisions of this Agreement shall bind and inure to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns. In the event that any term of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without reference to such states conflicts of law rules. A legible facsimile or electronic (including “pdf”) copy of this agreement, and any signatures thereon, shall be considered for all purposes as an original. Each party hereby agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably request in order to give effect to the provisions and purposes of this Agreement.

17.1 This Agreement, including all schedules, exhibits, addenda and statement of work hereto, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in Your purchase order or any other of Your other documentation is void. [In the event of any conflict or inconsistency between the provisions of this Agreement and any online registration form provided in connection with the sign-up process, the terms of this Agreement shall prevail].

17.2 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary nor employment relationship between the parties. There are no third-party beneficiaries to this Agreement.

17.3 EWS may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by EWS in our sole discretion. EWS reserves the right to determine the form and means of providing notifications to you. EWS is not responsible for any automatic filtering You or Your network provider may apply to email notifications we send to the email address You provide EWS. Subject to this Section, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.

17.4 You shall not assign its rights and obligations under this Agreement without the prior written approval of EWS (which may be arbitrarily withheld). EWS may assign this Agreement, or any of its rights and obligations under this Agreement to any affiliated party or any purchaser of or successor to its business, assets and/or shares without consent from You.

17.5 The failure of either party to insist on the strict performance of any terms, covenants and conditions of this Agreement, or its failure to take advantage of any of its rights hereunder, shall not be construed as a waiver or relinquishment of any such rights or conditions at any future time nor shall it affect the continuance in full force and effect of all the provisions of this Agreement.

17.6 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be modified to the extent necessary to make it valid, legal and enforceable whilst preserving the intent of the parties.

17.7 The Parties recognize that money damages will not be an adequate remedy for any breach or threatened breach of any obligation hereunder by a Party involving unauthorized use of intellectual property or use of the Service beyond the scope of the access and use rights granted in this Agreement. The Parties therefore agree that, in addition to any other remedies that may be available in law or otherwise, a Party shall be entitled to seek an injunction or other equitable relief

17.8 Nothing in this Agreement shall prohibit or be deemed to prohibit EWS from providing similar services to any other persons.

17.9 If You choose to utilize the WiFi terms and conditions provided by EWS, then You acknowledge and agree to these terms.