CloudCam iQ — Master Service Agreement (MSA)

1 Parties / Effective Date

This Master Service Agreement (this “Agreement”) is entered into by and between CloudCam iQ (“Provider”) and the customer identified in an applicable order form (“Customer”). Provider and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

This Agreement is effective on the date of Customer’s acceptance as stated above (the “Effective Date”).

2 Scope of Services

Provider supplies dash camera services, video telematics, GPS tracking and fleet services, connectivity/data plans, installation services (where applicable), portal access, reporting, and support services, as described in one or more documents referencing this Agreement (each an “Order Form”).

Each Order Form is incorporated into this Agreement. In the event of a conflict, the Order Form controls for the conflicting term(s).

3 Term

Initial Term. Unless stated otherwise in the Order Form, the initial term is thirty-six (36) months beginning on the Service Activation Date.

Renewal. Following the Initial Term, service renews on a month-to-month basis unless terminated with at least thirty (30) days’ written notice.

4 Pricing / Fees

Customer shall pay the monthly recurring fees and any one-time charges described in the Order Form.

Taxes. Fees exclude applicable sales/use/excise taxes unless Customer provides a valid exemption certificate.

5 First + Last Month Due Upfront

Customer must pay the first month and the last month of recurring service fees upfront as a condition of installation scheduling and activation.

Provider may require additional upfront payments based on credit profile, payment history, or risk indicators.

6 AutoPay Required; Credit Card Fee

AutoPay is mandatory. Customer authorizes Provider to charge the payment method on file for all amounts due.

If Customer pays by credit card, a 3% processing fee will apply where permitted by law.

7 Installation; Access / Availability Fees

Unless otherwise stated, professional installation may be included for eligible locations and vehicle types. Installation requires access to the site and scheduled vehicles.

If vehicles/site access are not available at the scheduled install time, Provider may charge a trip fee and/or rescheduling fee per the Order Form or Provider’s then-current service rates.

8 Equipment Ownership (Main Equipment vs Add-Ons)

Main Equipment. Provider retains title to and ownership of the main dual-channel camera equipment included in the recurring service plan until completion of the Initial Term and payment in full.

Add-On Equipment. Auxiliary cameras and accessories are paid in full at signing/closing. Title transfers to Customer upon payment and Customer owns such Add-On Equipment from day one.

Customer may not sell, transfer, pledge, encumber, or dispose of Provider-owned Main Equipment prior to full completion and payoff.

9 Warranty + Optional On-Site Protection Plan

Standard Warranty: 3-year limited hardware warranty per unit (normal use).

Optional Protection Plan: $5 per unit/month for on-site replacements and labor coverage for covered failures.

Extended Warranty: While enrolled and in good standing, warranty extends for the life of active service.

10 No Guaranteed Uptime / Network Availability

Service may be affected by vehicle power, geography, weather, carrier/network availability, and other factors outside Provider’s control.

Provider does not guarantee specific uptime, latency, coverage, response times, or uninterrupted service beyond commercially reasonable standards and industry averages.

11 Customer Responsibilities

Customer must provide accurate vehicle information, maintain current billing details, ensure vehicle power/access, and comply with all laws and consent requirements.

12 Data / Privacy

Provider may collect and process dashcam, GPS and telematics data to provide services, support the account, and improve the platform as permitted by law.

Customer is responsible for legal compliance regarding privacy/monitoring and required driver notice/consent.

13 Delinquency; Late Fees; Suspension

Provider may email delinquency notices to the billing contact on file.

A $25 late fee applies 10 days after the invoice due date.

Accounts past due more than 30 days may be suspended until brought current.

14 Cancellation / Early Termination

Month-to-month services may be canceled with 30 days’ notice following the Initial Term.

If Customer terminates during the Initial Term, ETF applies:

• Standard ETF: $500 per unit reduced by 2.8% monthly across the 36-month term
• Reduced ETF (equipment returned): $175 per unit reduced by 2.8% monthly across the 36-month term

15 Indemnification (Dashcam / GPS / Installation Related Work)

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Provider and its owners, officers, employees, contractors, and agents from third-party claims arising out of:

• installation work performed at Customer sites/vehicles (except Provider gross negligence or willful misconduct)
• Customer’s use or reliance on footage, GPS, telematics data, or reports
• privacy/consent/workplace monitoring claims
• accidents/incidents/disputes involving use or sharing of video/GPS data

16 Collections / Recovery

Provider may pursue collections and recover costs of collection (including attorneys’ fees where permitted). Provider may also recover Provider-owned equipment upon non-payment where permitted by law.

17 Limitation of Liability

Provider is not liable for indirect, incidental, special, consequential, punitive damages, lost profits, lost data, or business interruption.

Provider’s total liability will not exceed amounts paid in the three (3) months prior to the event giving rise to the claim.

18 Miscellaneous

Governing Law: New Jersey.

Assignment: No assignment by Customer without Provider consent.

Entire Agreement: This Agreement + Order Form(s) are the full agreement.

Notices: Email notices effective upon confirmation of delivery.

Severability: If one provision is invalid, the remaining provisions remain enforceable.