Attachment 2. Service Agreement.pdf

info@trackeriot.com Tag. Track. Manage. +1 941 375 9437

P ag e1

Software and Hardware Warranty and Maintenance Agreement (SLA) for

U.S. Space Force

Armory Management and Weapon Tracking Solution Support Agreement

Warranty and Maintenance Agreement #: 260616-USSF

Duration: Five (5) Years

Start Date: 1 July 2026 – or start of contract

End Date: 30 June 2031

For: Ensure the ongoing operation of the Space Force’s weapon, gear, ammo security and accountability system. Maintain the system for five (5) years, including support for system users, software patches to maintain system security, periodic server software components and application software updates, and hardware repair-or-replace maintenance. As per the below:

Annual Hardware, Software, IT and User Support Agreement

1. SERVICES - GENERAL TERMS AND CONDITIONS

Tracker IoT LLC ("Seller") will provide CUSTOMER (“Buyer”) with repair, maintenance, support services and periodic software updates for hardware and software sold to and licensed to Buyer for an Annual fee.

a. Phone Support:

Seller will provide email, web-meeting and/or telephone consultation or service for the

Software and Hardware Monday through Friday from 7AM to 8PM (Eastern USA time), and will also be available during work week non-standard hours of service, weekends and holidays. Such service may include directly linking Seller and Buyer computer systems via Internet in order to provide timely assistance. Buyer is responsible for providing Internet connectivity and appropriate access to the system for such support events.

b. Response Time:

Seller will generally respond immediately or within four (4) business hours. Seller guarantees to make all reasonable efforts to return all calls within four (4) business hours in cases where the inquiry is not handled immediately. Otherwise, Customer can expect response within 24 hours.

c. Error Correction:

Seller will use commercially reasonable efforts to correct defects and problems in the Software or the Hardware as reported by Buyer. Seller may provide workarounds or corrections in the mailto:info@trackeriot.com e2 form of updates to the Software. In the event Buyer has not installed the latest version of the

Software, Seller may require that Buyer upgrade the Software to correct a reported problem. In no event shall Seller be responsible to correct defects in the Software resulting from (i) modification of the Software by anyone other than Seller, (ii) use of the Software for any purpose other than intended, (iii) use of the Software with any other software, (iv) failure by

Buyer to install any updates or any operating system release, (v) any willful or negligent action or omission of Buyer, (vi) any misuse or incorrect use of the Software, or (g) any malfunction of a

Buyer computer.

d. Hardware Maintenance and Support:

Hardware maintenance/support agreements must be purchased at time of hardware purchase and at annual anniversaries, or otherwise, hardware maintenance/support agreements are available at the discretion of Seller.

The annual maintenance agreement includes repair or replacement of malfunctioning hardware, and Seller guarantees that all hardware will be repaired to proper working order, or replacement hardware of equal or better quality will be provided that performs properly.

Hardware problems that cannot be resolved by phone/Internet communications and diagnostics may require hardware to be shipped to designated address(s) for diagnostics by hardware engineers and service experts. The length of time for resolution depends on the amount of time required to fix the failed hardware, and Buyer will be updated with the expected time frame(s) for repair or replacement.

In cases where hardware must be shipped for repair, Buyer shall be responsible for packaging and shipping costs for the product to the designated service center. Seller shall pay for the return of the product to Buyer if the shipment is to a location within the USA.

e. Hardware Lifetime:

For the purposes of this Maintenance Agreement, whereas hardware should remain in good working order for more than five (5) years, a period of five (5) years is used to calculate replacement value of hardware. As such, Seller's contribution towards replacement of hardware, should it be required, is based on original Purchase Order date and contribution amount reduces each year over a period of five (5) years. The amount that Seller agrees to contribute towards replacement cost of non-performing hardware is as follows:

Year 1: 80%

Year 2: 60%

Year 3: 40%

Year 4: 20%

Year 5: 10%

Year 6+: 0% e3

2. Services for work not covered under this Agreement

Service calls handled by Seller that are traced to a defect in any hardware, software or network, other than the Software or Hardware provided by Seller, will be documented in writing, approved by buyer and will be subject to billing at a discounted hourly rate of $150.00/hour and will be invoiced separately.

Pre-system deployment, Seller and Buyer will collaborate to define requirements for the purpose of configuration of the software to Buyer requirements. Seller will configure the software and will demonstrate the software to the Buyer for feedback, and any change requests will be documented and

Seller will confirm the ability to deliver the change requests within the current software code or through reasonable software coding effort for new functionality. If required features require substantive software code development, testing etc., the Seller reserves the right to charge additional fee at

$150.00/hour in order for the work to be done, and subject to agreement by Buyer.

Once the Buyer tells the Seller that the software is ready for deployment, the Seller will deploy the software to on-premise server(s) or web server(s) for thorough testing by Users, for the purpose of identifying all change-requests prior to migration from Test to Production environment. The software will be utilized in testing mode for up to 60 days. During this time, Buyer may make change requests to

Seller, and Seller will make changes that can be delivered based on existing software code or through reasonable software coding effort for new functionality. If required features require software code development, testing etc., the Seller reserves the right to charge additional fee at

$150.00/hour in order for the work to be done, and subject to agreement by Buyer.

After 60 days of test environment and migration to production environment, unless mutually agreed in writing to provide additional time for testing, and thereafter, the Seller reserves the right to charge for change requests. In such case(s), each change request will be formally defined as a change-order, and the Buyer and the Seller will agree to the desired changes, and the Seller may charge fees at

$150.00/hour for this work, subject to approval by Buyer.

3. Software Upgrades and Versions Support and Software Releases

A software upgrade is incorporation of new features within the current technical framework and using the underlying technology platform. A software version is a new technical framework and technology platform. It is important to all that the software remain current with ‘best technology / best practice’ and Seller is committed to delivering most current, most secure technology as the industry continues its rapid evolution.

Seller will support the current version of the Software and one previous version of the Software;

provided that Seller shall only be obligated to support the previous version of the Software for 12 months following release of the current version.

Seller will periodically incorporate improvements and enhancements to the most current version of software, and will notify Buyer annually to describe the advancements and available features. Such upgrades will be available to Buyer with maintenance agreements at no additional cost. Software upgrades are generally made available annually. Buyer can elect to install the upgraded version of software, by notifying the Help Desk via phone, email or US mail, or can maintain their current version without upgrade. Whereas most product enhancements are available at no cost, there may be discreet e4 features sets that become available at additional cost at most favorable pricing for Buyer with maintenance agreements.

From time to time, Seller will release new versions of software generally representing technology platform upgrades. New versions are available to Buyer with maintenance agreements at no cost. In the event that a Buyer does not have current maintenance agreement with Seller, the prior version will be supported for 6 months and thereafter support is not available; and new versions will have to be purchased by Buyer at prevailing retail (MSRP) software licensing and implementation fees.

Additionally, “Buyer” may from time-to-time request enhancements to the software. Tracker IoT LLC will confirm in writing the scope-of-work and the deliverable corresponding to software enhancement requests. Once the software enhancement(s) have been incorporated into Buyer’s software application, Buyer designated point-of-contact will receive an email with attached document defining:

• Date of Enhancement Request

• Enhancement Requirement Description

• Enhancement Requestor

• Enhancement Provided Description

• Date of Enhancement Availability

Tracker IoT LLC will provide ‘Software Release’ document to “Buyer” and will schedule software release at first available time for both parties.

4. Labels and Tags

Seller thoroughly tests tags and labels that are best suited for optimal performance when used in conjunction with Seller software and hardware. Use of alternative labels or tags may cause system failure or reduce performance. To ensure optimal performance, all labels or tags used in conjunction with Seller software and hardware must be sourced through the Seller or Seller agent that originated the business. Seller guarantees all labels and tags used within normal conditions, with or without RFID, for five (5) years. Defective tags will be replaced at no cost with tags of equal or better performance.

Seller does not replace tags damages that are caused by the Buyer’s environment.

5. Warranty Disclaimer

THERE ARE NO OTHER WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING WITHOUT

LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SOFTWARE OR

HARDWARE FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING

OUT OF COURSE OF DEALING OR COURSE OF PERFORMANCE. BUYER EXPRESSLY ACKNOWLEDGES THAT

BECAUSE OF THE COMPLEX NATURE OF COMPUTER SOFTWARE AND HARDWARE, SELLER CANNOT AND

DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE WITHOUT INTERRUPTION OR

ERROR-FREE.

6. Confidentiality

a. Confidential Information. The Parties acknowledge that it will be necessary for each of them to disclose or make available to each other information and materials in hard copy, digital or e5 electronic form that is confidential, including, without limitation, trade secrets, discoveries, ideas, concepts, software, plans, techniques, models, data, documentation, research, development, processes, procedures, marketing techniques and materials, marketing and development plans, customer names and other non-public personal information belonging and/or related to customers, price lists, cost and pricing policies and financial information

(collectively the “Confidential Information”). Information will not be considered to be

Confidential Information if it: (1) is already, or otherwise becomes, publicly known by third parties as a result of no act or omission of the receiving Party; (2) is lawfully received, after disclosure hereunder, from a third-party having the right to disseminate the information without restriction in disclosure; or (3) can be shown by the receiving Party to have been independently developed by such Party prior to the execution of this Agreement. Pursuant to the Interagency Privacy of Consumer Financial Information Regulations and the Interagency

Guidelines Establishing Standards for Safeguarding Customer Information, all data and information relating to Buyer’s customers provided to Seller, including any nonpublic personal information, is treated confidentially except as necessary to carry out the services for which

Seller has been engaged, or as required by applicable law. Notification of data breaches and other incidents experienced by Seller will be timely communicated to the Buyer.

b. Non-Disclosure. Both during and after the term of this Agreement, each of the Parties agrees:

(1) to use commercially reasonable efforts to protect the Confidential Information of the other

Party from unauthorized use or disclosure and to use at least the same degree of care with regard thereto as it uses to protect its own Confidential Information of a like nature; and (2) to use and reproduce the Confidential Information of the other Party only as permitted under this

Agreement or as needed to perform its duties hereunder, and for no other purposes.

Notwithstanding the foregoing, it is understood that each Party shall be free to use any ideas, concepts, know-how and techniques within the scope of its regular business operations, except to the extent that they contain specific or identifiable elements unique to the other Party hereto or its operations.

c. Injunctive Relief. The Parties agree that any breach by either Party or any of its officers, directors, employees, contractors or agents, of any provisions of this Agreement may cause immediate injury to the other Party and that, in the event of such breach, the injured Party will be entitled to seek injunctive relief as well as any and all other remedies available at law or in equity, with

Jurisdiction in Florida, USA.

d. Copies/Reproduction. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of (1) completion and the delivery of the Services or (2) request by the disclosing Party, unless the receiver is otherwise allowed to retain such Confidential Information. Notwithstanding the foregoing, Seller may retain copies of

Buyer’s Confidential Information required for compliance with its record keeping or quality assurance requirements.

e. Judicial/Legal Request. If either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall provide prompt notice to the other of such receipt. The Party receiving the subpoena shall thereafter be entitled to comply with such subpoena or other process to the extent permitted by law; provided, e6 however, that the receiving Party shall first have given prior written notice to the disclosing Party and made a reasonable effort to obtain a protective order requiring that the Confidential

Information not be disclosed; and further provided that the receiving Party shall use reasonable efforts to minimize such disclosure and to obtain an assurance that the judicial/subpoena recipient shall accord confidential treatment to the Confidential Information. Services provided hereunder in no event include Seller acting as an expert witness or otherwise providing litigation support services.

7. Limitation of Liability

Buyer hereby agrees that Seller's liability, if any, arising out of, or in any way related to the performance or non-performance of Seller or failure to meet obligations under this Agreement, regardless of the form of action, shall not exceed the equivalent of one year’s maintenance agreement payment.

Buyer further agrees that in no event will either party be liable to the other party for any financial loss, lost profits, or indirect, special, or consequential damages under any circumstances whatsoever, even if the other party has been advised of the possibility of any such loss or damages, or for any claim against a party by any third party. Seller is not responsible for the loss of any documents, data, or images or any consequent expense resulting there from.

8. Term and Termination

The commencement date of this Agreement is stated on the signature sheet. This Agreement shall remain in effect for a period of one year from the commencement date, and thenceforth shall automatically renew for additional one year periods unless either party gives notice to the other in writing of its intent not to renew the agreement at least sixty days prior to the expiration date of the then current term. Either party may terminate this Agreement upon written notice of a material breach by the other party provided the non-breaching party has provided written notice of such breach to the other party, and the other party has failed to cure the breach within thirty days following receipt of such notice.

9. Maintenance Agreement Renewals

Buyer will receive invoice by email for maintenance agreement renewal approximately 60 days prior to the termination date noted herein, at the fee noted herein. If the invoice is not paid prior to the expiration of the current Maintenance Agreement, then software, hardware nor users are under support or maintenance agreement.

Additionally, Seller will not cover the cost to repair or replace hardware, and any hardware failure would be the responsibility of Buyer, and Buyer must pay for any hardware repairs or replacement, and may be subject to additional fees for Seller to support the new hardware. Any Buyer utilizing Seller software over the Internet (hosted version) that is not under maintenance agreement must pay annual hosting fees, at a rate not more than 15% of the original system's purchase price, on an annual basis, and Buyer would separately be responsible for fees for any hardware maintenance, service or repairs required, if the maintenance agreement is not maintained and in force.

If Buyer is hosted and utilizing Seller software via the Internet and wishes to move the application to a local server to avoid hosting fees or for any reason, Seller will assist with provision of software for local e7 server and its installation, at $150.00/hour, to be defined in writing and the fee amount based on scope-of-work and agreement of the buyer.

10. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, Seller and Buyer have executed this Services Agreement on the day and year first above written.