REMOTE MONITORING SERVICE TERMS AND CONDITIONS

1. Customer's selected payment terms are set forth on the attached Proposal and incorporated herein as a part of the Terms and Conditions. All Services paid in advance are non-refundable after the initial trial period stated on the Proposal. Customers who are on monthly service contracts may terminate any or all Services upon sixty (60) days advance written notice to Reign. With advance notice to Customer, where practicable, Reign’s obligation to provide the Services may be terminated by Reign, if: (a) Reign’s monitoring center (“MC”) is substantially damaged by a catastrophic event or otherwise rendered inoperable; or (b) it becomes impractical or impossible for Reign to support technologies or communication facilities required to provide the Services, or to obtain and/or maintain any connections or privileges required to transmit signals between the Customer’s RM System and Reign’s MC; or (c) in the event of a material breach or violation by the Customer of the Terms and Conditions.  Reign will not be liable for any damages or subject to any penalties as a result of any such termination. In addition to the above termination provisions, Regin may cancel the Services without notice in the event of Customer's failure to pay for the Services within ten (10) days following the date when due, or for other breach of the terms and conditions contained herein by Customer.
2. Customer shall allow Reign access to its facilities for purposes of carrying out the Services, and access upon reasonable advance notice to its personnel for purposes of addressing issues relating to the Services.
3. In the event of any dispute arising from the Services (but not including a dispute related to the fees for the Services and the payment of such fees which is governed by the provisions of Section 9), the parties shall first attempt in good faith to resolve such dispute by negotiation between themselves. In the event that any such dispute is not resolved on an informal basis within thirty (30) days thereafter either party may, by written notice to the other party, require the dispute to be submitted to a mediation service.  The parties will cooperate and mutually agree to the mediation service by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested.  The mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.  If the parties are unable to resolve such dispute by mediation, either party may file suit in a court of competent jurisdiction.
4. The parties understand and agree that Reign is not an insurer and that insurance, if any, shall be obtained by Customer and that amounts payable to Reign hereunder are based on the value of the Services and scope of liability as herein set forth and are unrelated to the value of any Customer’s property, any property of others located in or at Customer’s premises, or the risk of loss associated with such property. REIGN MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE MONITORING SERVICES SUPPLIED WILL AVERT OR PREVENT OCCURRENCES, OR THE CONSEQUENCES ARISING THEREFROM, WHICH THE RM SYSTEMS AND/OR REIGN’S SERVICE IS INTENDED TO DETECT OR PREVENT (such occurrences, including without limitation high or low tank levels, spills, leaks, power supply failures, temperature changes, equipment failures, network and/or cellular failures or outages and/or connection and/or signal failures or delivery and/or strength of connection issues of any provider of any kind or nature, and similar events of any of the foregoing, hereinafter referred to as a “Detection Event”).  Reign does not assume the risk of injury or loss to which Customer’s persons or property, or the persons or property of others, may be subject if a Detection Event occurs and the allocation of such risk remains with Customer, not Reign.  Accordingly, Customer agrees that Reign shall have no liability for loss, damage or injury due directly or indirectly to Detection Events, or the consequences therefrom, and Customer releases and waives for itself and their respective insurers all subrogation and other rights to recover from Reign as a result of paying any claim for loss, damage or injury arising from or due to a Detection Event.  If notwithstanding the foregoing, Reign is found liable for loss, damage or injury under any legal theory due to any failure of the Service with respect to a Detection Event, its liability shall be limited to a total of $1,000 as agreed upon damages and sole remedy, and not as a penalty. It is mutually acknowledged and agreed this will be the sole remedy because it is impractical and difficult to determine the actual damages, if any, which may result from Reign’s failure to perform any of its obligations and the provisions hereof shall apply no matter how the loss, damage or injury or other consequence occurs, even if in the unlikely event that the Detection Event is due to Reign’s performance or nonperformance of its obligations or from negligence, active or otherwise, strict liability, violation of any applicable law or any other alleged fault on the part of Reign, its contractors, agents and/or employees or other service providers.  If any other person, including Customer’s subrogating insurer, makes any claim or files any lawsuit against Reign in any way relating to the pump off controller or other equipment or the Services, then the Customer shall indemnify, defend and hold Reign harmless from any and all such claims and lawsuits including the payment of all damages, expenses, costs and reasonable legal fees.  No suit or action shall be brought against Reign more than one (1) year after the accrual of the cause of action thereof.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY PERFORMANCE OR NON-PERFORMANCE, WHETHER SUCH CLAIM FOR DAMAGES IS BASED ON TORT, STRICT LIABILITY, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Reign’s maximum liability to the Customer for direct damages, excluding liability for Detection Events, shall be the aggregate sum of fees paid to Reign.

Reign represents and warrants that the Services will be provided in compliance with applicable law, and in conformity with generally prevailing industry standards. Reign makes no guarantee or warranty that the RM Systems cannot be compromised, circumvented or otherwise defeated.  THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE DATE OF ENGAGEMENT.

5. Except as otherwise provided in Section 3 or Section 9, any controversies or legal issues arising between the parties shall be submitted to the applicable court having jurisdiction located in the Duval County Circuit Court or United States District Court of the Middle District of Florida. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY.
6. Nothing hereunder, express or implied, is intended to or shall confer on any person, other than the parties and their respective successors or assigns, any rights (including third-party beneficiary rights), remedies, obligations or liabilities under or by reason of the relationship between the parties.
7. Each party shall be excused from performance hereunder, other than the payment of money for Services already rendered, for any period to the extent that it is prevented from performing any Service as a result of an act of God, war, civil disturbance, labor dispute or other cause beyond its reasonable control and such non-performance shall not be a default hereunder.
8. Customer acknowledges and agrees that in providing the Services, Reign utilizes wireless carriers. The carrier(s) may access, collect, store, retain, transfer or otherwise process customer’s data.  Reign does not have access to the data stored by any carrier and shall not be liable to Customer for any data beach or similar event related to Customer’s data.  Such carriers are bound by federal and state laws and regulations with respect to the use of any data which is collected by such carrier.
9. Customer consent to receive E-Mail, SMS messages (including text messages), and telephone calls (including prerecorded and artificial voice) from Reign at the specific number(s) you have provided to us, with service-related information, information about the IoT devices and services you have subscribed. You certify, warrant, and represent that you are authorized to provide Reign with the contact number listed in the service. You represent that these numbers are authorized to receive calls and text messages at your provided telephone number. You agree to alert us whenever you stop using a telephone number promptly. Standard message and data rates may apply to all SMS messages (including text messages). We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you.
10. Customer agrees to and shall pay Reign the fees for the Services specified in the Service Order within thirty (30) days of the date of when due, in accordance with the payment terms set forth in the Service Order. Any amounts not paid when due shall bear interest at a rate equal to the greater of: (i) twenty-five percent (25%) per month; or (ii) the maximum interest rate allowed by applicable law until paid.  As stated above, Reign will discontinue Services for non-payment.  Customer agrees to and shall pay all costs of Reign for collection of any and all fees or other obligations of the Customer hereunder, and the enforcement of any and all rights hereunder, including reasonable attorneys' fees and costs.
11. Customer acknowledges that the provision of the Services shall not in any manner entail the transfer of any intellectual property rights, assets and/or methodologies owned by Reign. Reign shall remain the exclusive owner of all intellectual property rights, assets and methodologies belonging to it prior to Customer receiving the Services or developed outside its scope, and which could have been disclosed to or known by the Customer in relation to the Services. Further, Customer shall not decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code of the remote monitoring system, in whole or in part. Any violation or breach of this provision shall be deemed to be a material breach of these Terms and Conditions.
12. EQUIPMENT AND SENSORS QUOTED AND PROVIDED BY REIGN RMC ARE NOT INTRINSICALLY SAFE UNLESS SPECIFICALLY LABELLED AS SUCH WITHIN THE PROJECT QUOTE.  Intrinsically safe equipment and sensors are available upon request at an additional cost.