Undaunted Terms of Use

Last Modified: 11/10/2025

TERMS AND CONDITIONS

1. DEFINITIONS

1.1 “Agreement” means these terms and conditions and any purchase order.

1.2 “Authorized End Users” means any individual employees, agents, or contractors of Customer accessing or using Undaunted Services pursuant to this Agreement.

1.3 “Customer Data” means the images, audio, and video segments provided through the Digital Communications Channel or the Undaunted Dashboard in connection with the Undaunted Services.

1.4 “Customer Generated Data” refers to any information or materials provided by the Customer while using the Undaunted Services.

1.5 “Effective Date” means the date this Agreement is mutually executed (valid and enforceable) by both Parties.

1.6 “Undaunted Hardware” means the Undaunted devices, including robots, cameras, charging docks (“doghouses”), used to provide the Undaunted Services as specifically set forth in the applicable purchase order.

1.7 “Undaunted IP” includes all elements of the Undaunted Services and related proprietary materials, such as technology, trade secrets, trademarks, documentation, and any enhancements or derivatives created through interaction with the Services. Except for limited access to Customer Data during the Retention Period, Customer’s employees, agents, and contractors have no right to download, copy, or extract any part of the Undaunted IP or its outputs.

1.8 “Undaunted Services” means the provision of Undaunted’s software and hardware robotic security solution and accompanying Digital Communications Channel or the Undaunted Dashboard..

1.9 “Installation Services” means the services provided by Undaunted for the installation of Undaunted Services.

1.10 “Retention Period” means the time period, as specified in the Purchase Order, that the Customer Data is stored within cloud storage..

1.11 “Term” means the date, unless otherwise stated in the Purchase Order, upon which the Services are operational.

1.12 “Digital Communications Channel” means the communications channel selected in consultation with the customer for reporting and coordinating with Customer representatives and designated third parties. The channel could include email or other encrypted communication channels selected in consultation with the customer.

1.13 “Undaunted Dashboard” means the web portal provided through Undaunted Services to provide awareness of security and property operations.

2. SERVICES AND SUPPORT

2.1 Access Rights. Undaunted grants Customer a non-exclusive, non-transferable license to use the Services and their features during the Term. Authorized End Users may access Customer Data through the Undaunted Dashboard or Digital Communications Channel for the duration of the applicable Retention Period.

2.3 Support Services. Undaunted will monitor the Services and device performance to ensure reliability and improvement. Undaunted will use commercially reasonable efforts to respond to support requests within 48 hours and will provide technical or on-site assistance by phone, email, or in person.

3. DATA USE AND LICENSING

3.1 Customer Data. Customer retains full ownership of all Customer Data. Customer grants Undaunted a limited, non-exclusive, royalty-free, worldwide license to use such data as needed to deliver the Services. Undaunted will not own or sell Customer Data.

3.2 Customer Generated Data. Customer grants Undaunted a limited, royalty-free, global license to process Customer Generated Data for operating, maintaining, and improving the Services. Undaunted will not claim ownership or sell this data and has no duty to monitor or protect related intellectual property rights. Undaunted may determine how and when such data is accessed or delivered.

4. CONFIDENTIALITY; DISCLOSURES

4.1 Confidentiality. Each Party (“Receiving Party”) may receive non-public business, technical, or financial information (“Proprietary Information”) from the other (“Disclosing Party”). The Receiving Party shall protect such information with at least commercially reasonable care, use it only to perform this Agreement, and not disclose it to third parties. These obligations do not apply to information that is public, previously known, lawfully received from a third party, or independently developed. The Receiving Party may disclose Proprietary Information if legally required, with prior notice to the Disclosing Party. Upon termination, all Proprietary Information must be returned or destroyed, and trade secret protections shall remain in effect indefinitely.

4.2 Usage Restrictions on Undaunted IP. Undaunted and its licensors retain all rights, title, and interest in the Undaunted IP. Customer gains no ownership beyond what is expressly granted and acknowledges Undaunted’s unrestricted right to use its IP. Customer and Authorized End Users, including designated third parties, may not reverse engineer, modify, copy, interfere with, or create derivative works from the Undaunted IP; remove proprietary notices; use the Services beyond the Permitted Purpose; or transfer or sublicense any rights. No rights are implied.

4.3 Disclosure of Customer Data. During the Retention Period, Undaunted may access, use, retain, or disclose Customer Data to law enforcement, government agencies, or third parties when required by law or when it reasonably believes such action is necessary to comply with legal obligations, enforce this Agreement, or address security, privacy, fraud, technical, or emergency concerns.

5. PAYMENT OF FEES

5.1 Billing and Payment of Fees. Customer shall pay the fees based on the billing structure and payment terms as indicated in the Purchase Order.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Purchase Order (the “Term”), commencing upon installation.

6.2 Termination. When this Agreement ends or expires, Undaunted will retrieve its hardware within a commercially reasonable timeframe. If either Party commits a material breach, the other Party may terminate this Agreement before the end of the Term by providing thirty (30) days’ written notice. However, termination will not take effect if the breaching Party remedies the issue within that thirty (30) day cure period (“Cure Period”).

6.3 Survival. The following Sections will survive termination: 1, 4, 5, 6, 7, and 10.6.

7. LIMITATION OF LIABILITY; INDEMNITY; OBLIGATIONS

7.1 Limitation of Liability. To the fullest extent permitted by law, Undaunted and its officers, affiliates, employees, representatives, and contractors shall not be liable under any legal theory—including contract, negligence, strict liability, or otherwise—for: (a) lost revenue, profits, or business interruption; (b) incomplete, corrupted, or inaccurate data; (c) the cost of replacement goods, services, or technology; (d) indirect, incidental, special, exemplary, or consequential damages; (e) events outside Undaunted’s reasonable control, including repeated criminal acts or failure to capture footage or data; or (f) any aggregate amount exceeding the total fees paid or payable by Customer for the Services in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply in cases of gross negligence, willful misconduct, or indemnification obligations.

7.2 Responsibility. Each Party is solely responsible for the actions and omissions of its employees, officers, and agents in performing duties under this Agreement and shall be liable for any resulting claims or damages caused by them.

7.3 Insurance. Undaunted will maintain commercial general liability policies to be provided.

7.4 Ownership of Hardware. Undaunted retains full ownership of all Undaunted Hardware, and title never transfers to Customer unless expressly stated otherwise. Customer may not move, alter, tamper with, or take control of the hardware.

7.5 Undaunted’s Obligations. Undaunted will install its hardware professionally and within a commercially reasonable timeframe from the Effective Date. When removed, Undaunted will restore the site to its prior condition, except for normal wear and tear. Undaunted will monitor hardware performance throughout the Term and may use subcontractors to assist, while remaining fully responsible for all obligations under this Agreement.

8. MISCELLANEOUS

8.1 Compliance with Laws. Each Party agrees to follow all relevant federal, state, and local laws, regulations, and ordinances, including any related record-keeping or retention requirements, and to respond appropriately to lawful subpoenas or similar requests.

8.2 Severability. If any part of this Agreement is deemed invalid or unenforceable, it shall be modified or removed only to the extent required, and the remainder of the Agreement shall continue to be fully effective and enforceable.

8.3 Assignment. This Agreement is not assignable, transferable, or sublicensable by either Party without prior consent.

8.4 Entire Agreement. This Agreement, together with the purchase order, is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions, or agreements

8.5 Relationship. Undaunted, and shall act as an independent contractor. This Agreement does not create any agency relationship, partnership, joint venture, or employment, nor does this Agreement create the authority of any kind to bind each other in any respect. 11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located, and venue shall be proper in the state where the Customer has its principal place of business.

8.6 Publicity. With prior written approval, Undaunted may identify Customer and describe the Services provided for marketing, business development, or promotional purposes.

These Terms and Conditions are subject to change.

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