Customer enters into this Agreement with RPS Holdings, Inc. (“SensorSwarm”) and agrees to be bound by and subject to the following terms and conditions:

Payment: One-time equipment purchase and shipping & handling are due upon acceptance of this Agreement.  SensorSwarm will not ship equipment until the initial payment is received.  If Customer selects the Multi-Year plan, the Wireless Charge for all months in the Multi-Year term will be due upon acceptance of this Agreement. If Customer selects the Annual plan, the Wireless Charge for 12 months will be due upon acceptance of this Agreement.  Subsequent annual payments will be due each year on the anniversary of the Agreement. If Customer selects Monthly Billing, the first month's Wireless Charge, will be due upon signing this Agreement.  All future payments will be processed by SensorSwarm to Customer's bank account via Automated Clearing House or charged to the customer credit card that has been placed on file with SensorSwarm.  SensorSwarm reserves the right to consolidate monthly payments under all agreements with Customer and pro-rate Customer monthly Wireless Service Charges for any agreement to facilitate consolidation.  Amounts not paid when due will be assessed an additional 1.5% fee per month (or the highest amount allowed by law, whichever is lower). The additional fee is due immediately. You are responsible and liable for any fees, including attorney and collection fees, that SensorSwarm may incur in its efforts to collect any amounts due from you.

Changes to Services: SensorSwarm reserves the right to increase the Wireless Charge, upon 30 days prior written notice, in the event SensorSwarm’s cost to acquire cellular data increases or the Customer’s cellular data exceeds projected ranges.  

Term and Termination: Unless terminated pursuant to the terms of this Agreement, this Agreement shall be for the longer of twenty-four (24) months, or the length of the Multi-Year term and shall commence upon the date of the Customer’s acceptance of this Agreement.  This Agreement shall automatically renew after the initial term for successive one (1) year terms unless either party provides written notice not less than 30 days prior to the end of the then current term.  In addition, SensorSwarm may terminate this agreement immediately upon written notice to Customer if AT&T IoTs no longer offers cellular data via its existing network or requires equipment upgrades or replacement equipment to continue utilizing its data network. Upon termination of this Agreement, Customer agrees to return the SAP SIM card described above in good working order.

Assignment of Rights: Customer grants SensorSwarm the right to assign all or any part of its rights or obligations under this Agreement at any time to any third party. Customer shall not assign or in any way dispose of all or any part of its rights or obligations under this Agreement without the prior written consent of SensorSwarm or its successors or assigns. 

Authority: Customer represents and warrants to SensorSwarm that Customer has the right and power to enter into this Agreement and that any and all action necessary to approve Customer's entering into this Agreement has been taken. 

Liability:   SENSORSWARM MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE SERVICES OR EQUIPMENT. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.  SensorSwarm's sole liability to Customer shall be to remedy any breach of this Agreement in a timely manner.  SensorSwarm shall not be liable to Customer or others for any losses, expenses or costs (including but not limited to any consequential or special damages) incurred by Customer or others due to breakdown or malfunction of the equipment described above or otherwise.  In any dispute between the parties, whether or not resulting in litigation, the prevailing party shall be entitled to recover from the other party all reasonable costs including, without limitation, reasonable attorneys' fees.  The prevailing party shall include, without limitation, a party who dismisses an action for recovery in exchange for sums allegedly due, performance for covenants allegedly breached, or consideration substantially equal to the relief sought in the action.  

Governing Law.  Notice.  Entire Agreement. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Minnesota.  The jurisdiction and venue for any legal proceeding to interpret or enforce this Agreement shall be in Minneapolis, MN.  Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the appropriate postal service, by registered or certified mail with postage and fees prepaid and addressed to the party entitled to such notice at that party's business address. The parties understand and expressly agree that (a) this Agreement contains a complete statement of all understandings, arrangements, and agreements between the parties and constitutes the entire agreement between the parties as to the subject matter hereof, and completely supersedes all negotiations and all prior arrangements, understandings, courses of dealing, and agreements related to the subject matter hereof; and (b) there are no representations, warranties, understandings, arrangements, agreements, conditions, or contingencies, whether express or implied, or oral or written, except as expressly set forth in this Agreement.