This Subscription Agreement (“Agreement”) is a legally binding agreement between you and Cloudastructure Technologies, Inc. (“Cloudastructure”) that governs the terms and conditions that will apply to your use of Cloudastructure Surveillance Service (“CSS”).

BY USING CSS OR ACCEPTING A CSS QUOTE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ENTERING INTO A BINDING CONTRACT WITH CLOUDASTRUCTURE. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE CSS AND MUST PROMPTLY RETURN THE CLOUDASTRUCTURE APPLIANCE(S) (“APPLIANCE”) TO THE PLACE WHERE YOU PURCHASED IT. YOU MAY CONTACT CLOUDASTRUCTURE REGARDING THESE TERMS AND CONDITIONS USING THE CONTACT INFORMATION PROVIDED IN SECTION 20 BELOW.

1. Privacy Policy. You must provide Cloudastructure with accurate and complete information when you register your CSS account. Cloudastructure reserves the right to terminate your account if you give inaccurate or incomplete information. Cloudastructure respects the privacy of customer and user information (as defined in Cloudastructure’s Privacy Statement) and will not disclose any information except as permitted in Cloudastructure’s Privacy Statement. Cloudastructure Privacy Statement can be found on our web site at www.cloudastructure.com/privacy. Please read it carefully before using CSS. By using CSS, you agree to the terms and conditions of our Privacy Statement. Cloudastructure will notify you of any substantial and material changes to the Privacy Statement and the latest Privacy Statement can always be accessed through our web site at www.cloudastructure.com/privacy.

2. CSS. CSS consists of certain features (“Content”) delivered by the Cloudastructure servers and the Appliance(s) located on the customer premise(s): (a) Video Vault — searchable surveillance video storage archive module; (b) Smart Monitor — real-time video viewing module; (c) Settings and Administration — account settings module. “CSS” means these features and any additional features and functionality of the Appliance that Cloudastructure may, at its discretion and from time to time, offer.

3. License Grant. Subject to payment of the applicable CSS fees and the limitations and restrictions set forth herein, Cloudastructure grants you a perpetual, non-exclusive, non-transferable license to use CSS.

4. License Restrictions. You will not: (a) sell, lease, license or sublicense CSS; (b) decompile, disassemble or reverse engineer CSS, in whole or in part, or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of CSS by any means whatever, or disclose any of the foregoing (except that this limitation will not apply to the extent that such activities may not be prohibited under applicable law); (c) allow access to CSS by any entity or individual other than your employees; (d) write or develop any derivative software or any other software program based upon the Software or any confidential information; (e) use CSS to provide processing services to third parties, or otherwise use CSS on a ‘service bureau’ basis; (f) disclose the results of any benchmarking of CSS, or use such results for any competing software or service development activities, without the prior written permission of Cloudastructure; or (g) attempt to circumvent any user limits, maximum gate count limits or other license, timing or use restrictions that are built into or imposed on CSS.

5. Ownership. The license granted hereunder does not constitute a transfer or sale of Cloudastructure’s ownership rights in or to CSS. Except for the license rights granted above, Cloudastructure retains all right, title and interest in and to CSS, including all intellectual property rights therein. CSS is protected by applicable intellectual property laws including United States copyright laws and international treaties.

6. Subscription Fees; Setup Fees; Service Commitment. You agree to pay your subscription, Appliance and setup fees in advance. You have a choice of service commitment and subscription payment options that may change over time. Cloudastructure reserves the right to discontinue any service commitment or payment option at any time without notice. You may switch payment options or service commitment at the conclusion of each service commitment term. If for any reason you need to reactivate your subscription, you may be charged a reactivation fee. If you are signing up for CSS under a promotional subscription fee, some additional restrictions may apply. If you have multiple Cloudastructure service subscriptions under the same account information, additional terms and conditions may apply.

7. Internet Access and Possible Charges. CSS is delivered over the Internet via a broadband connection. Cloudastructure does not make any assurances about the availability or functionality of the Internet broadband connection used to access or connect customer camera streams to CSS. Firewall protection is strongly advised for any broadband Internet connections to protect you from viruses and other harmful things. You are responsible for any broadband service charges incurred as a result of using or accessing CSS and acknowledge and agree that you shall be solely responsible for all disputes with any Internet service provider related to the same.

8. Payment Authorization. If you choose a subscription option with recurring payments (including any pre-paid subscription option which reverts to a monthly payment plan at the expiration of the pre-paid period), you agree that Cloudastructure may automatically charge the subscription fee to your credit or charge card at the beginning of each period. You further agree that Cloudastructure may charge any other applicable fees, including any early termination fee, to your credit card. Cloudastructure may, as necessary, extend the expiration date of your credit card in order to ensure continued service. Cloudastructure may, at its discretion, change the CSS service fees, early termination fee, restocking fee and any other fee, from time to time, and charge fees (which Cloudastructure may also change) for features and functionalities that are not a part of CSS service. Cloudastructure will notify you thirty (30) days in advance of any fee changes or new fees applicable to your CSS subscription; you may obtain the fees currently in effect at any time by contacting Cloudastructure. Cloudastructure reserves the right to suspend or terminate your Cloudastructure service without notice upon rejection of any credit card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to Cloudastructure when Cloudastructure believes you are liable for the charges. You agree to pay a late charge on all amounts due which remain unpaid for thirty (30) days. The late charge will equal 1.5% of the past due amount, or the highest rate allowed by law, whichever is less, per month until paid. Such rights are in addition to and not in lieu of any other legal right or remedies available to Cloudastructure. Cloudastructure reserves the right to refer your account to a third party for collection in the event of an ongoing default.

9. Using CSS. You may only stream video to CSS using an Appliance that is authorized by Cloudastructure. By using the CSS, you agree to receive all software updates and upgrades that Cloudastructure sends to your Appliance. If your Appliance accesses CSS (regardless of your payment or subscription status), you acknowledge and agree that you are a user of CSS and are bound by the terms of this Agreement.

10. Termination of Service. This Agreement shall be effective upon acceptance of your CSS Quote (“Quote”) or use of your CSS service. A quote is deemed accepted when Cloudastructure receives written approval of your quote. The written acceptance shall reference the quote number and can be submitted to your Cloudastructure sale representative via email or fax correspondence. Subject to any service commitment to which you may be bound, you may terminate your account, this Agreement, and your right to use CSS, at any time and for any reason or no reason, by contacting Cloudastructure Customer Service. The Cloudastructure service will be terminated within 24 hours after your call and unused subscription fees are nonrefundable. If you terminate your account or this Agreement before meeting any applicable service commitment, Cloudastructure reserves the right to charge you the early termination fee agreed to by you at the time you subscribed to CSS. Notwithstanding anything to the contrary in this Agreement, Cloudastructure retains the absolute right to immediately suspend or terminate your account, and terminate this Agreement, if the charges to your credit card for the fees described in Section 6 ("Subscription Fees and Service Commitment") and Section 8 ("Payment Authorization") are refused for any reason, if you breach any provision in this Agreement, if you misuse CSS, and/or if you alter your Appliance or use CSS in such a manner as to infringe upon the intellectual property rights of Cloudastructure or any third party. In addition, Cloudastructure reserves the right to terminate your account and this Agreement for any other reason or no reason if Cloudastructure gives you at least thirty (30) days advance notice of such termination. Upon any such termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of CSS before termination. The following provisions shall survive any expiration or termination of this Agreement: Sections 4, 11, 12, 15, 17 and 18.

11. Confidentiality. You shall hold in the strictest confidence CSS and any materials or information related to CSS, such as any technical data, research, product plans or know-how provided by Cloudastructure to you, either directly or indirectly in writing, orally or by inspection of tangible objects (“Confidential Information”). You shall not disclose any Confidential Information to third parties, including any of your employees who do not have a need to know such information and you shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. You shall immediately notify Cloudastructure in the event of any unauthorized or suspected use or disclosure of Confidential Information.

12. Limited Warranty. Cloudastructure warrants that CSS will perform substantially in accordance with Cloudastructure representations for a period of ninety (90) days after registration by customer. Cloudastructure’s sole liability and your exclusive remedy for breach of this warranty shall be, at Cloudastructure’s option, either (i) refund of the service fee paid by you; or (ii) repair or replacement of CSS and/or the Appliance(s) that does not meet the warranty set forth herein and that is returned to Cloudastructure with a copy of your proof of purchase from Cloudastructure. Any replacement will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty shall be void if failure of CSS is as a result of accident, misuse, abuse, or other external causes.

13. Indemnification for Infringement.

13.1 Indemnity. Cloudastructure shall defend (or settle) any third party claim against you that CSS infringes any copyright, trademark or trade secret and Cloudastructure will indemnify you for any final judgments or settlements approved by Cloudastructure with respect to such claims. The foregoing indemnity is contingent upon you (i) promptly notifying Cloudastructure of the claim of infringement or legal proceeding, (ii) giving Cloudastructure the sole authority to settle, compromise or litigate such suit or proceeding, and (iii) providing Cloudastructure with reasonable assistance and information with respect to such claim. If it is adjudicatively determined, or if Cloudastructure believes it may be determined, that CSS infringes any third party right, then Cloudastructure shall, at its option do one of the following: (a) procure for you the right to use CSS as contemplated herein; (b) replace or modify CSS with other functionally equivalent software; or (c) if (a) and (b) are not practicable, as determined in Cloudastructure’s sole discretion, terminate this Agreement with respect to CSS. Cloudastructure will not be liable for any costs or expenses (including settlements) incurred without its prior written authorization.

13.2 Exclusions. The foregoing obligations will not apply to the extent the infringement arises (a) as a result of modifications to CSS made by any party other than Cloudastructure or Cloudastructure’s authorized representative; (b) the combination or use of CSS with other software, materials or products not provided by Cloudastructure, if such claim would have been avoided but for such combination or use; or (c) at any time after termination of this Agreement.

13.3 Sole Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 9 STATE THE ENTIRE AND SOLE LIABILITY AND OBLIGATIONS OF CLOUDASTRUCTURE, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY CSS.

14. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6, CSS IS PROVIDED “AS IS” AND CLOUDASTRUCTURE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDASTRUCTURE HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR YOUR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIODS STATED IN THIS AGREEMENT. CLOUDASTRUCTURE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF CSS, OR ANY MOBILE DEVICE ON WHICH SOFTWARE HAS BEEN LOADED, THAT ANY OF THE FOREGOING IS ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED. CLOUDASTRUCTURE IS NOT RESPONSIBLE FOR DAMAGE THAT OCCURS AS A RESULT OF ANY FAILURE TO FOLLOW THE INSTRUCTIONS PROVIDED FOR CSS. CLOUDASTRUCTURE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON YOUR USE OF CSS. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF CLOUDASTRUCTURE TO ANY THIRD PARTY. SINCE SOME STATES AND JURISDICTIONS DO NOT ALLOW ALL OF THE WARRANTY DISCLAIMERS SET FORTH HEREIN, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU.

15. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL CLOUDASTRUCTURE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, THE APPLIANCE OR THE MOBILE DEVICE, EVEN IF CLOUDASTRUCTURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLOUDASTRUCTURE’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY YOU FOR CSS

16. Trademarks. Certain of the product and Cloudastructure names used in this Agreement, CSS and the documentation may constitute trademarks of Cloudastructure or third parties. You are not authorized to use any such trademarks.

17. Export Restrictions. You may not export or re-export CSS without (i) obtaining the prior written consent of Cloudastructure; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses.

18. General. This Agreement is governed by the laws of the State of California, without reference to its conflict of laws principles. Any dispute between you and Cloudastructure regarding this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within the Northern District of California in connection with any action arising under this Agreement. This Agreement is the entire agreement between you and Cloudastructure relating to the subject matter hereof and supersedes all prior discussions, proposals and understandings between the parties. This Agreement, and the terms and conditions herein, may not be modified, amended, altered, or deleted unless agreed to by an officer of Cloudastructure in writing. Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement and all of its rights and obligations hereunder without the other party's consent to an entity that acquires all or substantially all of the business or assets of the assigning party to which this Agreement relates, in each case whether by merger, sale of assets, or otherwise, provided that such entity assumes all of the obligations of the assigning party under this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Cloudastructure’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.

19. Questions. Should you have any questions concerning this Agreement, or if you desire to contact Cloudastructure for any reason, please contact Cloudastructure’s customer service at (650) 352-6060; 2417 Embarcadero Way, Palo Alto, California 94303; or support@cloudastructure.com.