HomeMy WebLinkAboutContractAGREEMENT FOR SOFTWARE MIGRATION SERVICES AND
ASSOCIATED HARDWARE
(SOFTWARE AS A SERVICES AGREEMENT)
THIS AGREEMENT (“Agreement”), dated for reference purposes only as July 22, 2025, is by and
between the City of Renton (the “City”), a Washington municipal corporation, and PCS
Mobile/Route1 (“Vendor”). The City and the Vendor are referred to collectively in this Agreement
as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date
signed by both parties (the “Effective Date”).
1. Scope of Work: Vendor agrees to provide software migration services and associated
hardware as further described in Exhibit A, B, and C which are attached and incorporated
herein and may hereinafter be referred to as the “Work.” Vendor shall provide the Work
consistent with the requirements oftheService Level Agreement as set forth in ExhibitsA,
B, and C.
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing, and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibits A, B, and C, or as
otherwise mutually agreed by the Parties.
3.Time of Performance:Vendor shall commence performance of the AMS migration within
30 days of the Agreement’s execution and commence performance of the hardware and
software upgrades within 45 days of the Agreement’s execution.
4. Compensation:
A. Amount. The amount of the Agreement is made up of two parts, “One-Time Costs”
which apply to Phase 1 of the Work, and “Recurring Costs” which apply to Phase 2 of
the Work.
x One-Time Costs. The amount of the One Time Costs, including first year licensing,
for this Agreement shall not exceed $116,557.11 which includes applicable state
and local sales taxes. The City will pay $38,278.13 (approximately 50% of the
SharpX hardware costs) upon execution of the contract. The remaining software
and service costs shall be paid based upon Work actually performed according to
the rate(s) or amounts specified in Exhibits A, B, and C.
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x Recurring Costs. The amount of the Recurring Costs shall be $13,804.00($6,358.00
for Genetec licensing included in this agreement plus $7,446.00 for Route1 support
which is in addition to this agreement), plus any applicable state and local sales
taxes, for the period starting one year from the AMS migration completion date.
Recurring Costs are to be billed annually and are not to exceed an increase of 5%
year over year unless otherwise agreed by both Parties.
Except as specifically provided herein, the Vendor shall be solely responsible for
payment of any taxes imposed as a result of the performance and payment of this
Agreement.
B. Method of Payment. On an annual basis during any year in which Work is performed,
the Vendor shall submit a voucher or invoice in a form specified by the City, including
a description of what Work has been performed, the name of the personnel
performing such Work, and any hourly labor charge rate for such personnel. The
Vendor shall also submit a final bill upon completion of all Work. Payment shall be
made by the City for Work performed within sixty (60) calendar days after receipt and
approval by the appropriate City representative of the voucher or invoice. If the
Vendor’s performancedoesnot meet the requirements of this Agreement, the Vendor
will correct or modify its performance to comply with the Agreement. The City may
withhold payment for work that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Vendor for failure of the Vendor to
perform the Work or for any breach of this Agreement by the Vendor.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Workor amounts incurred after the end of the current
fiscal period, and this Agreement will terminate upon the completion of all remaining
Work for which funds are allocated. No penalty or expense shall accrue to the City in
the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days’ notice to the Vendor in writing. In the event of
such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Vendor pursuant
to this Agreement shall be submitted to the City, if any are required as part of the
Work.
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B. In the event this Agreement is terminated by the City, the Vendor shall be entitled to
payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation isa fixed fee, the City shall pay the Vendor
an equitable share of the fixed fee. This provision shall not prevent the City from
seeking any legal remedies it may have for the violation or nonperformance of any of
the provisions of this Agreement and such charges due to the City shall be deducted
from the final payment due the Vendor. No payment shall be made by the City for any
expenses incurred or work done following the effective date of termination unless
authorized in advance in writing by the City.
C. Return of Information. Upon the written request of City, Consultant shall return any
of the City’s Information in a usable format agreed to by the City at no additional cost
to the City.
6. Warranties and Right to Use Work Product: Vendor represents and warrants that Vendor
will perform all Work identified in this Agreement in a professional and workmanlike
manner and in accordance with all reasonable and professional standards and laws.
Vendor further represents and warrants that all final work product created for and
delivered to the City pursuant to this Agreement shall be the original work of the Vendor
and free from any intellectual property encumbrance which would restrict the City from
using the work product. Vendor grants to the City a non-exclusive, perpetual right and
license to use, reproduce, distribute, adapt, modify, and display all final work product
produced pursuant to this Agreement. The City’s or other’s adaptation, modification or
use of the final work products other than for the purposes of this Agreement shall be
without liability to the Vendor. The provisions of this section shall survive the expiration
or termination of this Agreement.
7. Record Maintenance: The Vendor shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Workprovided in the performance of this
Agreement and retain such records for as long as may be required by applicable
Washington State records retention laws, but in any event no less than six years after the
termination of this Agreement. The Vendor agrees to provide access to and copies of any
records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW). The provisions of this section shall survive the expiration or termination of this
Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Vendor shall make a due diligent search of
all records in its possession or control relating to this Agreement and the Work, including,
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but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings,
photos, or drawings and provide them to the City for production. In the event Vendor
believes said records need to be protected from disclosure, it may, at Vendor’s own
expense, seek judicial protection. Vendor shall indemnify, defend, and hold harmless the
City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a
Public Records Act request for which Vendorhas responsive records and for which Vendor
has withheld records or information contained therein, or not provided them to the City
in a timely manner. Vendorshall produce for distribution any and all records responsive to
the Public Records Act request in a timely manner, unless those records are protected by
court order. The provisions of this section shall survive the expiration or termination of
this Agreement.
9. Independent Contractor Relationship:
A. The Vendor is retained by the City only for the purposes and to the extent set forth in
this Agreement. The nature of the relationship between the Vendorand the City during
the period of the Work shall be that of an independent contractor, not employee. The
Vendor, not the City, shall have the power to control and direct the details, manner or
means of Work. Specifically, but not by means of limitation, the Vendor shall have no
obligation to work any particular hours or particular schedule, unless otherwise
indicated in the Scope of Work or where scheduling of attendance or performance is
mutually arranged due to the nature of the Work. Vendor shall retain the right to
designate the means of performing the Work covered by this agreement, and the
Vendorshall be entitled to employ other workers at such compensation and such other
conditions as it may deem proper, provided, however, that any contract so made by
the Vendor is to be paid by it alone, and that employing such workers, it is acting
individually and not as an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance Program,
or otherwise assuming the duties of an employer with respect to Vendor or any
employee of the Vendor.
C. If the Vendor is a sole proprietorship or if this Agreement is with an individual, the
Vendor agrees to notify the City and complete any required form if the Vendor retired
under a State of Washington retirement system and agrees to indemnify any losses
the City may sustain through the Vendor’s failure to do so.
10. Hold Harmless: The Vendor agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representatives, and volunteers from any and
all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,
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expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and
all persons or entities, arising from, resulting from, or related to the negligent acts, errors
or omissions of the Vendor in its performance of this Agreement or a breach of this
Agreement by Vendor, except for that portion of the claims caused by the City’s sole
negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Vendorand the City, its officers, officials, employees and volunteers, Vendor’s liability shall
be only to the extent of Vendor’s negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Vendor’s waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the
expiration or termination of this Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Vendor shall not give a gift of any kind to
City employees or officials. Vendor also confirms that Vendor does not have a business
interest or a close family relationship with any City officer or employee who was, is, or will
be involved in selecting the Vendor, negotiating or administering this Agreement, or
evaluating the Vendor’s performance of the Work.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Vendor
shall obtain a City of Renton Business License prior to performing any Work and maintain
the business license in good standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
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13. Insurance: Vendor shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability/ Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Workprovided by a licensed professional or Workthat requiresa professional standard
of care.
C. Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Vendor’s vehicles on the City’s Premises by or on behalf
of the City, beyond normal commutes.
E. Cyber Liability Insurance is required, with limits not less than $2,000,000 per
occurrence or claim, with $2,000,000 aggregate minimum. Coverage shall be
sufficiently broad to respond to the duties and obligations as is undertaken by Vendor
in this agreement and shall include, but not be limited to, coverage, including defense,
for the following losses or services: claims involving infringement of intellectual
property, infringement of copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information,
release of private information, alteration of electronic information, extortion and
network security, coverage for unauthorized access and use, failure of security, breach
of confidential information, or privacy perils. The policy shall provide coverage for
breach response costs, to include but not limited to crisis management services, credit
monitoring, public relations, legal service advice, notification of affected parties,
independent information security forensics firm, and costs to re-secure, re-create and
restore data or systems as well as regulatory fines and penalties with limits sufficient
to respond to these obligations.
F. Vendor shall name the City as an Additional Insured on its commercial general liability
policy on a non-contributory primary basis. The City’s insurance policies shall not be a
source for payment of any Vendor liability, nor shall the maintenance of any insurance
required by this Agreementbe construed to limit the liability of Vendorto the coverage
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provided by such insurance or otherwise limit the City’s recourse to any remedy
available at law or in equity. Additional Insured requirements do not apply to Cyber
Liability nor Professional Liability insurance, if applicable.
G. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
H. Vendor shall provide the City with written notice of any policy cancellation, within two
(2) business days of their receipt of such notice.
14. Safeguarding of Personal Information; Intellectual Property:
A. Personal Information: Vendor shall not use or disclose Personal Information, as
defined in chapter 19.255 RCW, in any manner that would constitute a violation of
federal law or applicable provisions of Washington State law. Vendoragrees to comply
with all federal and state laws and regulations, as currently enacted or revised,
regarding data security and electronic data interchange of Personal Information.
Vendor shall ensure its directors, officers, employees, subcontractors or agents use
Personal Information solely for the purposes of accomplishing the services set forth in
the Agreement.
Vendor shall protect Personal Information collected, used, or acquired in connection
with the Agreement, against unauthorized use, disclosure, modification or loss.
Vendor and its sub-providers agree not to release, divulge, publish, transfer, sell or
otherwise make Personal Information known to unauthorized persons without the
express written consent of City or as otherwise authorized by law.
Vendoragrees to implement physical, electronic, and managerial policies, procedures,
and safeguards to prevent unauthorized access, use, or disclosure of Personal
Information.
Vendorshall make the Personal Information available to amend as directed by Cityand
incorporate any amendments into all the copies maintained by the Vendor or its
subcontractors. Vendor shall certify its return or destruction upon expiration or
termination of the Agreement and the Vendor shall retain no copies. If Vendor and
City mutually determine that return or destruction is not feasible, the Vendorshall not
use the Personal Information in a manner other than those permitted or authorized by
state and federal laws.
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Vendor shall notify City in writing immediately upon becoming aware of any
unauthorized access, use or disclosure of Personal Information. Vendor shall take
necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is
financially responsible for notification of any unauthorized access, use or disclosure.
The details of the notification must be approved by City.
Any breach of this clause may result in termination of the Agreement and the demand
for return of all Personal Information.
B. Intellectual Property: Each Party retains all right, title, and interest under applicable
contractual, copyright and related laws to their respective Information, including the
right to use such information for all purposes permissible by applicable laws, rules, and
regulations.
15. Delays: Vendor is not responsible for delays caused by factors beyond the Vendor’s
reasonable control. When such delays beyond the Vendor’s reasonable control occur, the
City agrees the Vendoris not responsible for damages, nor shall the Vendor be deemed to
be in default of the Agreement.
16. Successors and Assigns: Neither the City nor the Vendorshall assign, transfer or encumber
any rights, duties or interests accruing from this Agreement without the written consent
of the other.
17. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Debbie Scott
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6939
Email: dscott@rentonwa.gov
For formal notifications, include:
VENDOR
Elton Crawford
7300 Via Paseo Del Sur, Suite 202
Scottsdale, AZ 85258
Phone: 931-220-6225
Email: Elton.crawford@route1.com
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Email: CityClerk@Rentonwa.gov
18. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Vendor agrees as follows:
A. Vendor, and Vendor’s agents, employees, representatives, and volunteers with regard
to the Work performed or to be performed under this Agreement, shall not
discriminate on the basis of race, color, sex, religion, nationality, creed, marital status,
sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Vendorwill take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, creed, color,
national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or
marital status. Such action shall include, but not be limited to the following
employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Vendor fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreementin whole
or in part.
D. The Vendor is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws, worker's compensation, and Title
VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council
Resolution Number 4085.
19. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Vendor.
B. Vendorwill not be reimbursed for job related expensesexcept to the extent specifically
agreed within the attached exhibits.
C. Vendor shall furnish all tools and/or materials necessary to perform the Work except
to the extent specifically agreed within the attached exhibits.
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D. In the event special training, licensing, or certification is required for Vendorto provide
Work he/she will acquire or maintain such at his/her own expense and, if Vendor
employs, sub-contracts, or otherwise assigns the responsibility to perform the Work,
said employee/sub-contractor/assignee will acquire and or maintain such training,
licensing, or certification.
E. This is a non-exclusive agreement and Vendor is free to provide his/her Work to other
entities, so long as there is no interruption or interference with the provision of Work
called for in this Agreement.
F. Vendor is responsible for his/her own insurance, including, but not limited to health
insurance.
G. Vendoris responsible for his/her own Worker’s Compensation coverage as well as that
for any persons employed by the Vendor.
20. Other Provisions:
A. Approval Authority. Each individual executing this Agreementon behalf of the City and
Vendor represents and warrants that such individuals are duly authorized to execute
and deliver this Agreement on behalf of the City or Vendor.
B. General Administration and Management. The City’s project manager is Debbie Scott,
Senior Business Systems Analyst, 425-430-6939. In providing Work, Vendor shall
coordinate with the City’s contract manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Vendor proposals and this
Agreement, the terms of this Agreementshall prevail. Any exhibits/attachments to this
Agreement are incorporated by reference only to the extent of the purpose for which
they are referenced within this Agreement. To the extent a Vendor prepared exhibit
conflicts with the terms in the body of this Agreement or contains terms that are
extraneous to the purpose for which it is referenced, the terms in the body of this
Agreement shall prevail and the extraneous terms shall not be incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Vendor and all of the Vendor’s employees shall perform the Work in
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accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Vendor
hereby expressly consents to the personal and exclusive jurisdiction and venue of such
court even if Vendor is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its
provisions in which performance is a factor. Adherence to completion dates set forth
in the description of the Work is essential to the Vendor’s performance of this
Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
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prevent either the City or Vendor from enforcing that provision or any other provision
of this Agreement in the future. Waiver of breach of any provision of this Agreement
shall not be deemed to be a waiver of any prior or subsequent breach unless it is
expressly waived in writing.
N. Counterparts. The Parties may execute this Agreementin any number of counterparts,
each of which shall constitute an original, and all of which will together constitute this
one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
VENDOR
By:____________________________
Armondo Pavone
Mayor
Daniel Fuccello
Route1 Inc. President
_____________________________
Date
_____________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
By: __________________________
Shane Moloney
City Attorney
IT-Contract Template 6/17/2021
Clb 7/23/25 3529
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"
9/15/2025
Approved bu Cheryl Beyer via eamail 7/28/2025`
Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
Note: 7KLV4XRWHLVJRRGDQGYDOLGIRUGD\VEH\RQGWKH4XRWH'DWH
Bill To Ship To TOTAL
City of Renton1055 S Grady WayRenton WA 98057United States
City of Renton1055 S Grady WayRenton WA 98057United States $12,252.12
Expiration Date: 07/31/2025
Terms Expiration Date PO #Sales Rep Shipping Method
Deposit - 50% (LPR)07/31/2025 Jason J Hardabura
Project Description
Renton- On Prem to AMS Migration leverage existing Comp SLA
Engineering Services
1 Project management services for add on Mobile LPR project deployment, up to ȴve mobile LPR vehicles.
1 (Covered Under Existing Comprehensive SLA) Initial setup/ base conȴguration of Genetec Security Center (AMS) and base Permit Zone conȴguration (up to 50 lots). Base conȴguration includes PaybyPlate Sync integrations (up to 5 providers), Hotlist/Permit List Updater and mapping of up to 50 locations. Also includes replicating current OnPrem setup and conȴguration on new AMS Cloud such as Hotlist, Data Import/Export, Permits and Zones.
Subtotal:$2,550.00
Hardware and Software - Sensors and Data Acquisition
1 Genetec Fee for AutoVu™ Managed Services Setup of Security Center.
Subtotal:$2,200.00
Support and Licenses
1 GSC AutoVu Managed Service 2.0 for one (1) year.Maximum of 1 year Hit retention (with images) and 1 year read retention (without images). See product description for limitations.Max ȴve (5) concurrent Security Desk connections. Includes: AutoVu base, Security Center mapping, List Updater and Pay-by-Plate Single. Genetec Advantage. (Security Center Feature Matrix Provided for 5.13 current version for Genetec's AMS Cloud)
1 Subscription for AutoVu Managed Service. Upgrade to Pay-by-Plate Multi for 1 year.
1 AutoVu Third-Party Data Exporter allows for export of ALPR data to third-parties at up to 1 endpoint; including JSON data format.
2 GSC AutoVu Managed Service 1 Genetec Patroller Connection for one (1) year.
1 Subscription for Platelink for 1 year.
Subtotal:$6,358.00
Tax (%)$1,144.12
Total $12,252.12
&YIJCJU"
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
7KHEHORZ7HUPVRI6DOHDUHDQLQWHJUDOSDUWRIWKLVTXRWH,QRUGHUIRUWKLVTXRWHWREHHIIHFWLYHWKHDWWDFKHG
7HUPVRI6DOHPXVWEHDJUHHGWR
Customer Authorizing Party Signature: b ________________________________________
Date of Signature: b ________________________________________
!
Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
Terms of Sale
Route1 Inc. (“Route1”) is the parent company of operating subsidiaries Route 1 Security Corporation, Portable Computer Systems, Inc. doing business as PCS Mobile, Spyrus Solutions Inc., Group Mobile Int’l, LLC, DataSource Mobility, LLC and VetSource Mobility, LLC. (collectively the “Seller”).b Each of these subsidiaries, as applicable, continue as valid parties to all agreements.
The submittal of a purchase order to the Seller by the customer referred to in the attached quote (the “Customer”, “Client” or the “Buyer”) referencing the Quote No. and the speciȴcs from that Quote or a Customer Authorizing Party signature on the Quote, indicates acceptance of the below terms and conditions.
Please read these Terms of Sale (the “Terms of Sale”) carefully.
Except where indicated otherwise, these terms and conditions shall supersede any subsequent terms or conditions included with any purchase order. The Seller reserves the right to make changes to these terms and conditions at any time. In the event that there is any conȵict or inconsistency between these Terms of Sale and any other terms of sale or use, these Terms of Sale will govern.
1.Acceptance of Order
Buyer’s placement of an order does not necessarily ensure that we will accept the Buyer’s order. We reserve the right to refuse any order in our sole discretion. In addition, before accepting Buyer’s order, we may require additional information if Buyer has not provided all of the information required by the Seller to complete Buyer’s order. Once a properly completed order is received, authorization of Buyer’s form of payment is received and we have accepted Buyer’s order, we will promptly place Buyer’s order in line for shipment.
Once an order has been accepted by the Seller, it cannot typically be cancelled. If an order cancellation request is received and accepted by the Seller prior to product shipment, a 15% cancellation fee will apply.
2.Pricing and Availability
All prices for products (and the associated costs of shipping and tax) are shown in U.S. dollars. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue products without notice, even if Buyer has already placed an order. All prices are subject to change without notice, and Buyer agrees that taxes may be adjusted from the amount shown on this quote. Several factors may cause this, such as variances between processor programs and changes in tax rates.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
3.Buyer Credit, Form of Payment and Payment Terms
If the Buyer requests credit from the Seller, the Buyer shall provide all ȴnancial information reasonably requested by the Seller from time to time for the sole purpose of establishing or continuing the Buyer’s credit limit. Buyer agrees that the Seller shall have the right to decline or extend credit to Buyer, and to require that the applicable purchase price be paid prior to shipment. The Seller shall have the right from time to time, without notice, to change or revoke Buyer’s credit limit on the basis of changes in the Seller’s credit policies or Buyer’s ȴnancial condition and/or payment record.
If credit terms are not available to the Buyer, pre-payment may be made by ACH (EFT) or Wire Transfer. The Seller currently accepts Visa and MasterCard, as forms of credit card payment. By submitting Buyer’s order and selecting to use a credit card as a form of payment, Buyer represents and warrants that Buyer is authorized to use the designated credit card and authorizes the Seller to charge Buyer’s order (including taxes, shipping and handling) to that card. If the card cannot be veriȴed, is invalid, or is otherwise not acceptable, Buyer’s order may be suspended or cancelled automatically. All credit card orders are subject to a 4% service charge. The Seller further reserves the right, in its sole discretion, to request partial payment from Buyer, prior to processing Buyer’s order.
Form of Allowed Payment: The Seller does NOT accept cheques as a form of payment. The Buyer must make payment by ACH (EFT) or credit card.
Payment Terms: Upon the Seller accepting the Buyer’s purchase order or signed quote, the Buyer shall immediately pay the Seller ȴfty-percent (50%) of the value of the Buyer’s order (the “First Payment”). The Seller will take no action to fulȴll the Buyer’s order without completion of the First Payment.
The installation of the hardware, included in the Buyer’s order, must be scheduled within 30 days of the hardware delivery date. The hardware delivery date is evidenced by the date received on the shipping receipt.
The Buyer shall provide the Seller a second payment equal to forty percent (40%) of the value of the Buyer’s order (the “Second Payment”) within 30 days of the hardware delivery date.
A ȴnal payment for the balance outstanding on the Buyer’s order will be made by the Buyer to the Seller within thirty (30) days of the installation date (the “Project’s Completion”).
The Seller does NOT accept pay-when-paid terms.
Deducting Amounts: The Buyer shall not deduct any amounts from any Seller invoice without the Seller’s express written approval, which approval shall be contingent upon Buyer providing all supporting documentation for such deduction as required by the Seller. Any authorized deductions for returned Products must include Buyer’s customer tracking number and the Seller’s Return Merchandise Authorization (“RMA”) number. Deductions received by the Seller without advance notice will be denied.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
4.Partial Billing by the Seller
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5.Shipping Terms and Policies
Delivery shall be made in accordance with the Seller's shipping policy in effect on the date of shipment. Product title and risk of loss will transfer to Buyer upon the Seller tendering the Product for delivery to the carrier (F.O.B. Origin). If Buyer requests special shipping or handling, including expedited shipment, third-party billing, or freight collect, Buyer shall be responsible for ȴling claims with the carrier and all freight and handling costs. Buyer shall pay for any special routing, packing, handling or insurance requested by Buyer and agreed to by the Seller. Orders shipped under special routing instructions must be separately agreed upon and may be subject to additional charges. The Seller will not be subject to requirements of non-compliance programs of Buyer, including charges for product delays, missing/inaccurate shipping documents, labeling or product markings.
Buyer shall promptly notify the Seller, no later than 30 days from invoice date, of any claimed shortages or rejection as to any delivery, with the exception of deliveries that reveal external shipping damage, which, in some instances, must be refused immediately upon delivery by the carrier. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to provide any such notice within such time shall be deemed an acceptance in full of any such delivery.b The Seller shall not be liable for any shipment delays that affect the Seller or any of the Seller's suppliers, including but not limited to delays caused by unavailability or shortages of Products from the Seller's suppliers, natural disasters, acts of war or terrorism, acts or omissions of Buyer, ȴre, strike, riot, or governmental interference, unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates, failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.
6.On-Site Agreement Policy
Buyer has 24 hours from the date ȴrst agreed upon by both parties to cancel or reschedule without charge. Buyer agrees to pay the Seller a $2,500 cancellation fee if the service dates requested are cancelled for any reason other than the Seller issuing the cancellation or Force Majeure.
A “Force Majeure” is deȴned as ȴre, explosion, accident, drought, storm, hail, earthquake, embargo, epidemic, act of God which has resulted in, or could reasonably be expected to result in the cancellation of the Seller’s ȴeld services representative travel request.
7.Back Orders
If, for any reason, an item on Buyer’s order is temporarily out of stock, the Seller will endeavor to back order that item for Buyer. Items on back order will be charged when the items are actually shipped, along with applicable taxes and shipping charges.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
8.Return Policy – All Sales Final
All sales are ȴnal, except where otherwise agreed upon by Buyer and the Seller. Should the Seller, in its sole discretion, allow Buyer to return an item, the following return policy applies for that return:
i. In order for the Seller to approve any product return, the product must not be opened or damaged, and in its original undamaged packaging. the Seller will not accept "open box" returns.
ii. As the Seller sells speciȴc project based manufactured and conȴgured computers, accessories and electronic devices, unopened box returns also may be denied. The Seller cannot re-sell or return a computer that has been built to a Buyer’s speciȴcations.
iii. Any and all product returns must be approved by the Seller, in the Seller’s sole discretion, and a Return Merchandise Authorization (“RMA”) number must be issued.
iv. Approved returns must be made within 30 days of the delivery date.
v. Approved returns will incur a 25% restocking fee.
vi. Returns must be received within 15 days of the RMA number issuance.
vii. The Buyer is responsible for all insurance and shipping charges associated with the return.
viii. All returns must be sent via UPS, Federal Express, or any other professional courier that provides a tracking number and proof of delivery.
ix. If the returned product does not meet the requirements stated above, the product will be sent back to the customer “freight collect”.
x. Once the Seller has approved a return, Buyer’s refund will be issued within 7 days, and Buyer will receive an email conȴrmation that Buyer’s return is completed. Please note that, depending on Buyer’s ȴnancial institution, it may take an additional 2-10 business days for the credit to post to Buyer’s account.
9.Errors
The Seller attempts to be as accurate as possible. However, the Seller does not warrant that all product descriptions, photographs, pricing, or other information provided is accurate, complete, current, or error-free. In addition, all weights and size dimensions are approximate. If a product offered by the Seller is not as described or pictured, Buyer’s sole remedy is to return it in an undamaged, unused condition for a refund, subject to the return policy herein. In the event of an error in an order conȴrmation, in processing an order, in delivering a product, or otherwise, we reserve the right to correct such error and revise Buyer’s order accordingly, or to cancel the order and refund any amount charged. Buyer’s sole remedy in the event of an error is, subject to the return policy herein, to cancel Buyer’s order and obtain a refund.
10.Disclaimer of Warranty
SELLER PROVIDES NO WARRANTY TO ITS CUSTOMERS FOR ANY PRODUCTS SOLD. SELLER HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCEPTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF OR DAMAGE TO DATA,
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
LACK OF VIRUSES OR FREE FROM VIRUS OR MALWARE ATTACK, SECURITY, PERFORMANCE, LACK OF NEGLIGENCE, WORKMANLIKE EFFORT, QUIET ENJOYMENT, THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET BUYER’S REQUIREMENTS, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED, OR THAT BUYER’S USE OF THE PRODUCT WILL GENERATE ACCURATE, RELIABLE, TIMELY RESULTS , INFORMATION, OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BYb SELLER, A DEALER, AGENT, OR AFFILIATE SHALL CREATE A WARRANTY. TO THE EXTENT WARRANTIES CANNOT BE DISCLAIMED OR EXCLUDED, THEY ARE LIMITED TO THE DURATION OF THE RELEVANT EXPRESS WARRANTY PERIOD.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER, ITS AFFILIATES, DEALERS, AGENTS OR SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR LOSS OF ABILITY TO USE ANY THIRD PARTY PRODUCTS OR SERVICES, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF PCS OR SUCH OTHER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PCS, ITS AFFILIATES, ASSOCIATES, DEALERS, AGENTS OR SUPPLIERS TO BUYER FOR ALL DAMAGES EXCEED THE PRICE BUYER PAID FOR THE PRODUCT. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY WARRANTY OR REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO BUYER.
IF ANY TERM IS HELD TO BE ILLEGAL OR UNENFORCEABLE, THE LEGALITY OR ENFORCEABILITY OF THE REMAINING TERMS SHALL NOT BE AFFECTED OR IMPAIRED.
11.Limitation of Liability
SELLER SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT (UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, CONTRACT OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL SELLER’S TOTAL CUMULATIVE LIABILITY TO BUYER RELATED TO THIS AGREEMENT EXCEED THIRTY PERCENT (30%) THE CONTRACT AMOUNT ACTUALLY RECEIVED BY SELLER.
12.Manufacturer's Warranty
Warranties may be available directly from select manufacturers. Manufacturer information is subject to change without notice. Not all manufacturers for products which the Seller sells will offer manufacturers’ warranties. In the event Buyer attaches any third party product, software, or equipment to Seller’s product sold pursuant to this Agreement or the related quote, all warranties provided for under this Agreement, including manufacturer warranties, may become null and void.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
13.Conȴdentiality
The Seller and the Buyer agree to keep conȴdential all the terms of the Agreement, and any proprietary, trade secret of other information which the Seller or Buyer receives from the other in the performance of the Services under the Agreement, however, this shall not apply to information which is: (i) necessary to be disclosed to a third party in order to perform an Agreement; (ii) already known free of any restriction at the time it is obtained; (iii) subsequently learned from an independent third party free of restriction; (iv) is publicly available or (v) is required by law or court order to be disclosed.
14.Intellectual Property
Upon Seller’s receipt of full payment from Buyer, Seller grants to Buyer a limited, nonexclusive, nonsublicensable, and nontransferable license to use the Seller’s technology, equipment, software, information, copyrightable material, copyrights, trademarks, patents, data or other material (the “Intellectual Property”) provided by the Seller in delivery of the Services. The Seller owns or has a license or other right to use the Intellectual Property which is being distributed to the Buyer and the Seller reserves all rights to the Intellectual Property. Buyer hereby acknowledges that the Seller retains all right, title and interest in and to the copyrights, trademarks, patents and other intellectual property rights inherent or related in any way to the Intellectual Property provided. The Seller shall own all rights in any changes, enhancements, and modiȴcations made by the Buyer to the Seller’s Intellectual Property. Buyer agrees that neither it nor any of its employees or agents will contest or challenge the Seller’s ownership or rights in its Intellectual Property, make or authorize any use of the Seller’s Intellectual Property that is not consistent with the Agreement or these terms and conditions or modify or reproduce the content or substance of the Intellectual Property.b See www.route1.com/terms-of-use/for notice of the Seller’s intellectual property.
The license granted under this Agreement does not include any right to and Buyer agrees that it will not and will not cause a third party to: (i) modify, alter, enhance, change, supplement or otherwise create derivative works of or from the Intellectual Property, or any portions thereof, (ii) sell, transfer, assign, rent, lend, lease, distribute or otherwise commercially exploit or make available to any third party the Intellectual Property, or any portions thereof (and any attempt to do so will be void), (iii) sublicense any right with respect to the Intellectual Property granted to Buyer by this Agreement, (iv) make copies of the Intellectual Property, (v) use the Intellectual for any purpose other than the purpose contemplated in the Agreement, (vi) exercise any rights of a copyright holder with respect to the Intellectual Property, or any portions thereof, other than those expressly granted by this Agreement, or (v) reverse engineer, disassemble, adapt, translate, decompile or otherwise make any attempt to ascertain, derive or obtain the source code for the Intellectual Property or any of the related features related thereto. Buyer agrees not to remove or alter any copyright legend, trademark, conȴdentiality or other proprietary notice appearing on the Intellectual Property, copies of the Intellectual Property or, to the extent applicable, Intellectual Property output.
Buyer must obtain Seller’s prior written consent to any transfer or sale of the Equipment to a third party and pay any applicable transfer fee. Further, Buyer may not grant a security interest, lien or other interest or right in the Intellectual Property to any third party without Seller’s prior written consent.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
15.Indemniȴcation
(a)Indemniȴcation by Seller. Seller agrees to indemnify, defend, and hold Buyer and its directors, oɚcers, employees and agents harmless from and against any and all losses, damages, liabilities, judgments, penalties, ȴnes, costs, and expenses (including reasonable attorneys’ fees) (collectively “Damages”), arising out of or in connection with a third party claim (a “Claim”) that the Intellectual Property owned by Seller that is licensed to Buyer under this Agreement, when used by Buyer as directed by Seller, infringes a United States patent, copyright or trademark. In the event of such a Claim, Seller may, at its option and expense and as Buyer’s sole remedy, (i) replace the Intellectual Property without additional charge, with a functionally equivalent and non-infringing product, (ii) modify the Intellectual Property to avoid the infringement, or (iii) obtain a license for Buyer to continue use of the Intellectual Property at no additional charge to Buyer. Notwithstanding the foregoing, Seller will have no liability for, or any indemniȴcation, defense, or hold harmless obligation under this Section 15(a) as a result of, any Claim of infringement that results from (i) Seller’s compliance with Buyer’s speciȴcations, (ii) any modiȴcation of the Intellectual Property by or on behalf of Buyer without Seller’s prior written consent, (iii) infringement or alleged infringement by the a related manufacturer on the intellectual property rights of any third party, (iv) any failure by Buyer to implement updates to the Intellectual Property as supplied by Seller, or (v) the combination, operation, or use of the Intellectual Property with equipment, software, programs, or data not provided by Seller, if such infringement would have been avoided by the use of the Intellectual Property without such combination, operation or use.
(b) Buyer agrees to indemnify, defend, and hold Seller harmless from and against any and all Damages arising out of or in connection with any third party Claim (i) of bodily injury, death, or damage to real or tangible personal property caused by acts or omissions of Buyer, (ii) that any speciȴcation, process, design or other information provided by Buyer infringes a United States patent, copyright or trademark, (iii) arising out of or relating to Buyer’s or its agents’ or representatives’ negligence or intentional misconduct, or (iv) arising out of or relating to Buyer’s or its agents’ or representatives’ failure to (a) follow directions, instructions, warnings or recommendations furnished in writing by Seller regarding the Intellectual Property or other goods or services delivered pursuant to the quote, or (b) comply with applicable federal, state or local laws regarding the Intellectual Property or the facility at which the Intellectual Property is located.
(c) For each of the indemniȴcation obligations set forth in Section 15(a) and 15(b), the indemniȴed party will give the indemnifying party (i) prompt written notice of such Claims, provided that the failure or delay to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to an indemniȴed party under this Agreement so long as the failure or delay will not have materially prejudiced the defense of such Claim, (ii) reasonable assistance in defending the Claim, and (iii) sole authority to defend or settle such Claim, provided that the indemniȴed party will not be required to consent to a judgment against it or enter into a settlement that is prejudicial to it.
16.Waiver of Liability Relating to COVID-19
The installation of equipment, hardware or software by the Seller on the Buyer’s site pursuant to the Agreement may require employees or contractors of the Seller to be present and in physical proximity to Buyer’s employees, contractors, agents, customers, etc. Buyer understands that the Seller cannot prevent possible exposure to, contracting or spreading of COVID-19 by its employees or contractors. It is not possible to prevent the presence of COVID-19 and therefore if Buyer utilizes the Seller’s onsite installation services, Buyer understands that it may be exposing its employees and others onsite to
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
increased risk of contracting or spreading COVID-19.
By engaging in onsite Services, Buyer acknowledges and accepts the risk to its employees and others onsite of exposure to, contracting and/or spreading of COVID-19. The Buyer indemniȴes the Seller against any claims arising out of exposure to, contracting and/or spreading of COVID-19 by virtue of the Seller’s provision of onsite Services. The Buyer hereby forever releases and waives the right to bring suit against the Seller and its owners, oɚcers, directors, managers, oɚcials, agents, employees or other representatives in connection with the exposure, infection, and/or spread of COVID-19 related to the provision of onsite Services.
17.Support Contract as Applicable
The Seller offers three levels of support plans for license plate recognition customers: Elemental, Comprehensive and Select. b The support plan’s scope and speciȴc terms are appended to the Seller’s quote and or invoice.
(a)Warranty Term for Onsite WorkmanshipThe Seller guarantees its workmanship post application. The warranty term is found in your quote. This warranty extends to hardware installations performed by the Seller personnel. The Seller does not warranty any third-party equipment or software. The Seller will pass along the warranty it receives from the original equipment manufacturer or owner of the software. In the event Buyer attaches any third party product, software, or equipment to Seller’s product sold pursuant to this Agreement or the related quote, all warranties provided for under this Agreement, including manufacturer warranties, may become null and void.
(b)Server, Software, and Firmware UpdatesAs part of your support contract, the Seller may install critical software and ȴrmware updates from manufacturers as required and when released. Critical updates will have priority, non-critical updates will be completed on an as needed basis and based on the terms of your support contract with the Seller.
(c)Remote Support Rapid ResponseThe Seller provides remote support to all clients.b Depending on the plan, your authorized contacts are guaranteed a speciȴed response time during the contracted support hours.b Support is not available on weekends and holidays for elemental and comprehensive support plan clients.
(d)Number of CallsThe number incidents per month that your authorized contact(s) can make to our support team is deȴned in your quote.
(e)Annual Site Maintenance VisitDeȴned in your quote.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
(f)RMA Processing and TrackingMost original equipment manufacturers, including Genetec, require a certiȴcation in order to request an RMA. If an original equipment manufacturer's repair is required and depending on your service contract, the Seller will work with the original equipment manufacturer to create an RMA. Any original equipment manufacturer’s costs related to the RMA such as damage or out of warranty repairs are the Buyer's responsibility. The Buyer requesting the RMA may also be responsible for shipping costs and processing fees, depending upon their service plan.b Based on your service plan, the Seller will track your RMA to ensure its timely completion and the return of your equipment. Any costs associated with an on-site visit related to an RMA are not included in our support plans.
(g)Camera TypeMost organizations charge extra depending on the type of camera(s) you deploy.b We do not.b
(h)Authorized ContactsThe Seller is a security-ȴrst organization that serves clients such as the U.S. Department of Defense. We want to validate that we’re only working with “authorized” personnel from your organization in order to protect our interests and yours.b Because of this, you are required to name speciȴc people who are authorized to work with us on your behalf.
(i)Annual Conȴguration TimeSome support plans include a certain number of conȴguration hours. Conȴguration time allows our experts to make changes to your system throughout the year for you so you don’t have to. This can also include creating reports. Conȴguration hours are not bankable so any unused hours expire at the end of each one-year term.
(j)Price Per Additional Conȴguration HourAll additional conȴguration hours must be purchased in blocks of four (4) hours at the rate associated with your plan.b Your plan locks your costs in at a lower rate for the duration of your support agreement.
(k)Client Support HoursOur support team is staffed to meet your needs during the hours stated in your plan.b
(l)Emergency ResponsivenessEmergency responsiveness is our guarantee of how quickly we will schedule someone to come onsite when needed.b All days are business days and do not include weekends or holidays.b Costs associated with emergency onsite visits such as travel, meals, lodging and the Seller personnel charges are not bincluded in our support plans.b Emergency onsite visits will be performed on a time and material basis and will require a purchase order prior to scheduling.b However, you will always be entitled to have the visit scheduled within the maximum period prescribed by your support plan.
An “Emergency” is any incident or problem that severely impacts your operation and has gone through our remote support protocols and that has been determined by the Seller that it cannot be ȴxed outside of an onsite visit. The actual countdown to onsite service cannot begin until all equipment required for the response is in hand including RMAs and other equipment that is that is not manufactured by the Seller.
Our onsite visit is dependent on vendors and manufacturers’ response time, availability of hardware, and the client’s availability and ability to provide us with access to the location of the ALPR deployment at their site.b
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
(m)Hot-swap Inventory on HandFor our clients on Select Plans, the Seller will maintain materials on hand for emergency replacement.b The Buyer is responsible for purchasing the hot-swap inventory.b Additional installation fees may apply as required.
18.Privacy
Please refer to the Seller’s Privacy Statement, available at www.route1.com/privacy-policy for information about how the Seller collects, uses, and discloses personal information from users of the site.
19.Dispute Resolution and Binding Arbitration
BUYER AND SELLER AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT BUYER WOULD HAVE IF BUYER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
Any claim, dispute, or controversy, whether in contract, tort or otherwise, whether pre-existing, present, or future, and including statutory, consumer protection, common law, intentional tort, injunctive, and equitable claims, between Buyer and either the Seller, its agents, employees, successors, assigns, direct and indirect subsidiaries, or any third party providing any products or services to Buyer in connection with Buyer’s purchase arising from or relating in any way to Buyer’s purchase of products, these Terms of Sale, their interpretation, or the breach, termination, or validity thereof, the relationships which result from these Terms of Sale (including relationships with third parties who are not signatories to these Terms of Sale), the Seller’s advertising, or any related purchase, shall be resolved exclusively and ȴnally by binding arbitration. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision of the Terms of Sale is void, voidable, or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (AAA) or JAMS (or a substitute forum if both are unavailable). Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is ȴled. Notwithstanding the foregoing, Buyer may assert claims in a small claims court if Buyer’s claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms of Sale.
Buyer agrees to an arbitration on an individual basis. In any dispute, NEITHER BUYER NOR SELLER SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration clause is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).
The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) shall be ȴnal and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Information on AAA or JAMS and their applicable rules are available at the following numbers and URLs: American Arbitration Association, (800) 778-7879, www.adr.org; JAMS, (800) 352-5267, www.jamsadr.com.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1835
07/11/2025
20.Applicable Law and Jurisdiction
This Agreement will be governed by the substantive laws of the state of Arizona without giving effect to any choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Buyer is responsible for compliance with local laws, if and to the extent local laws are applicable. Both parties to this Agreement speciȴcally agree to submit to the exclusive jurisdiction of, and venue in, the courts in Maricopa County, Arizona in any dispute arising out of or
relating to this Agreement.
21.Export Controls
Certain the Seller products may be subject to export controls imposed by the United States of America, and may not be exported or re-exported: (a) into (or to a national or resident of) any country to which the United States of America has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan, or Venezuela; (b) to everyone on the U.S. Treasury Department’s Specially Designated Nationals list, or (c) the U.S. Commerce Department’s Table of Denial Orders (collectively, the “Prohibited Countries”). By purchasing any the Seller product, Buyer represents and warrants that Buyer is not located in any Prohibited Country, that Buyer is not under the control of any
Prohibited Country, or that Buyer is not a national or resident of any Prohibited Country.
22.Severability
If any provision of these Terms of use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Sale and shall not affect the validity and enforceability of any remaining provisions.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
Note: 7KLV4XRWHLVJRRGDQGYDOLGIRUGD\VEH\RQGWKH4XRWH'DWH
Bill To Ship To TOTAL
City of Renton1055 S Grady WayRenton WA 98057United States
City of Renton1055 S Grady WayRenton WA 98057United States $95,913.92
Expiration Date: 08/31/2025
Terms Expiration Date PO #Sales Rep Shipping Method
Deposit - 50% (LPR)08/31/2025 Jason J Hardabura
Project Description
Renton- SharpX Refresh for 2 Mobile Overtime Kits with CP
Engineering Services
1 Project management services for add on Mobile LPR project deployment, up to ȴve mobile LPR vehicles.
2 Removal of existing LPR solution including cameras, processing unit, mounting hardware, docking station, modem hardware. Installation services for one mobile LPR vehicle with wheel image cameras.
2 Conȴguration services for add on mobile LPR projects. Includes adding new units to existing server environment and conȴguring add on hardware to match existing hardware speciȴcations.
1.5 Cost of technician to travel to provide on-site installation. This is a per trip charge; if technician is required to return to site for reasons outside of Route1's control, there will need to be additional trip charges.
Subtotal:$17,550.00
Hardware and Software - Sensors and Data Acquisition
2 AutoVu™ SharpZ3 OVERTIME Single base KIT includes base unit, LPR module for up to 2 LPR cameras, hard mount brackets, advanced GPS navigation with dead reckoning, POE aux camera option, 2 Tire Cameras, 2 LPR units and in-vehicle license.
2 AU-K-OXX- advanced swap warranty service upgrade from return and repair for ȴrst year of sale.
2 Extended Warranty for AU-K-OXX kit with Advance Replacement coverage - 4 Years additional coverage. Does not Include update to advanced replacement for year 1 (warranty cannot extend past 5th year after purchase). This includes coverage of AutoVu vehicle hardware, Genetec Patroller software upgrades and Benomad updates. Does not cover in-vehicle PC.
2 Route1 Consumables
2 Shipping
Subtotal:$69,407.32
Tax (%)$8,956.60
Total $95,913.92
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
7KHEHORZ7HUPVRI6DOHDUHDQLQWHJUDOSDUWRIWKLVTXRWH,QRUGHUIRUWKLVTXRWHWREHHIIHFWLYHWKHDWWDFKHG
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Customer Authorizing Party Signature: b ________________________________________
Date of Signature: b ________________________________________
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
Terms of Sale
Route1 Inc. (“Route1”) is the parent company of operating subsidiaries Route 1 Security Corporation, Portable Computer Systems, Inc. doing business as PCS Mobile, Spyrus Solutions Inc., Group Mobile Int’l, LLC, DataSource Mobility, LLC and VetSource Mobility, LLC. (collectively the “Seller”).b Each of these subsidiaries, as applicable, continue as valid parties to all agreements.
The submittal of a purchase order to the Seller by the customer referred to in the attached quote (the “Customer”, “Client” or the “Buyer”) referencing the Quote No. and the speciȴcs from that Quote or a Customer Authorizing Party signature on the Quote, indicates acceptance of the below terms and conditions.
Please read these Terms of Sale (the “Terms of Sale”) carefully.
Except where indicated otherwise, these terms and conditions shall supersede any subsequent terms or conditions included with any purchase order. The Seller reserves the right to make changes to these terms and conditions at any time. In the event that there is any conȵict or inconsistency between these Terms of Sale and any other terms of sale or use, these Terms of Sale will govern.
1.Acceptance of Order
Buyer’s placement of an order does not necessarily ensure that we will accept the Buyer’s order. We reserve the right to refuse any order in our sole discretion. In addition, before accepting Buyer’s order, we may require additional information if Buyer has not provided all of the information required by the Seller to complete Buyer’s order. Once a properly completed order is received, authorization of Buyer’s form of payment is received and we have accepted Buyer’s order, we will promptly place Buyer’s order in line for shipment.
Once an order has been accepted by the Seller, it cannot typically be cancelled. If an order cancellation request is received and accepted by the Seller prior to product shipment, a 15% cancellation fee will apply.
2.Pricing and Availability
All prices for products (and the associated costs of shipping and tax) are shown in U.S. dollars. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue products without notice, even if Buyer has already placed an order. All prices are subject to change without notice, and Buyer agrees that taxes may be adjusted from the amount shown on this quote. Several factors may cause this, such as variances between processor programs and changes in tax rates.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
3.Buyer Credit, Form of Payment and Payment Terms
If the Buyer requests credit from the Seller, the Buyer shall provide all ȴnancial information reasonably requested by the Seller from time to time for the sole purpose of establishing or continuing the Buyer’s credit limit. Buyer agrees that the Seller shall have the right to decline or extend credit to Buyer, and to require that the applicable purchase price be paid prior to shipment. The Seller shall have the right from time to time, without notice, to change or revoke Buyer’s credit limit on the basis of changes in the Seller’s credit policies or Buyer’s ȴnancial condition and/or payment record.
If credit terms are not available to the Buyer, pre-payment may be made by ACH (EFT) or Wire Transfer. The Seller currently accepts Visa and MasterCard, as forms of credit card payment. By submitting Buyer’s order and selecting to use a credit card as a form of payment, Buyer represents and warrants that Buyer is authorized to use the designated credit card and authorizes the Seller to charge Buyer’s order (including taxes, shipping and handling) to that card. If the card cannot be veriȴed, is invalid, or is otherwise not acceptable, Buyer’s order may be suspended or cancelled automatically. All credit card orders are subject to a 4% service charge. The Seller further reserves the right, in its sole discretion, to request partial payment from Buyer, prior to processing Buyer’s order.
Form of Allowed Payment: The Seller does NOT accept cheques as a form of payment. The Buyer must make payment by ACH (EFT) or credit card.
Payment Terms: Upon the Seller accepting the Buyer’s purchase order or signed quote, the Buyer shall immediately pay the Seller ȴfty-percent (50%) of the value of the Buyer’s order (the “First Payment”). The Seller will take no action to fulȴll the Buyer’s order without completion of the First Payment.
The installation of the hardware, included in the Buyer’s order, must be scheduled within 30 days of the hardware delivery date. The hardware delivery date is evidenced by the date received on the shipping receipt.
The Buyer shall provide the Seller a second payment equal to forty percent (40%) of the value of the Buyer’s order (the “Second Payment”) within 30 days of the hardware delivery date.
A ȴnal payment for the balance outstanding on the Buyer’s order will be made by the Buyer to the Seller within thirty (30) days of the installation date (the “Project’s Completion”).
The Seller does NOT accept pay-when-paid terms.
Deducting Amounts: The Buyer shall not deduct any amounts from any Seller invoice without the Seller’s express written approval, which approval shall be contingent upon Buyer providing all supporting documentation for such deduction as required by the Seller. Any authorized deductions for returned Products must include Buyer’s customer tracking number and the Seller’s Return Merchandise Authorization (“RMA”) number. Deductions received by the Seller without advance notice will be denied.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
4.Partial Billing by the Seller
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5.Shipping Terms and Policies
Delivery shall be made in accordance with the Seller's shipping policy in effect on the date of shipment. Product title and risk of loss will transfer to Buyer upon the Seller tendering the Product for delivery to the carrier (F.O.B. Origin). If Buyer requests special shipping or handling, including expedited shipment, third-party billing, or freight collect, Buyer shall be responsible for ȴling claims with the carrier and all freight and handling costs. Buyer shall pay for any special routing, packing, handling or insurance requested by Buyer and agreed to by the Seller. Orders shipped under special routing instructions must be separately agreed upon and may be subject to additional charges. The Seller will not be subject to requirements of non-compliance programs of Buyer, including charges for product delays, missing/inaccurate shipping documents, labeling or product markings.
Buyer shall promptly notify the Seller, no later than 30 days from invoice date, of any claimed shortages or rejection as to any delivery, with the exception of deliveries that reveal external shipping damage, which, in some instances, must be refused immediately upon delivery by the carrier. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to provide any such notice within such time shall be deemed an acceptance in full of any such delivery.b The Seller shall not be liable for any shipment delays that affect the Seller or any of the Seller's suppliers, including but not limited to delays caused by unavailability or shortages of Products from the Seller's suppliers, natural disasters, acts of war or terrorism, acts or omissions of Buyer, ȴre, strike, riot, or governmental interference, unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates, failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.
6.On-Site Agreement Policy
Buyer has 24 hours from the date ȴrst agreed upon by both parties to cancel or reschedule without charge. Buyer agrees to pay the Seller a $2,500 cancellation fee if the service dates requested are cancelled for any reason other than the Seller issuing the cancellation or Force Majeure.
A “Force Majeure” is deȴned as ȴre, explosion, accident, drought, storm, hail, earthquake, embargo, epidemic, act of God which has resulted in, or could reasonably be expected to result in the cancellation of the Seller’s ȴeld services representative travel request.
7.Back Orders
If, for any reason, an item on Buyer’s order is temporarily out of stock, the Seller will endeavor to back order that item for Buyer. Items on back order will be charged when the items are actually shipped, along with applicable taxes and shipping charges.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
8.Return Policy – All Sales Final
All sales are ȴnal, except where otherwise agreed upon by Buyer and the Seller. Should the Seller, in its sole discretion, allow Buyer to return an item, the following return policy applies for that return:
i. In order for the Seller to approve any product return, the product must not be opened or damaged, and in its original undamaged packaging. the Seller will not accept "open box" returns.
ii. As the Seller sells speciȴc project based manufactured and conȴgured computers, accessories and electronic devices, unopened box returns also may be denied. The Seller cannot re-sell or return a computer that has been built to a Buyer’s speciȴcations.
iii. Any and all product returns must be approved by the Seller, in the Seller’s sole discretion, and a Return Merchandise Authorization (“RMA”) number must be issued.
iv. Approved returns must be made within 30 days of the delivery date.
v. Approved returns will incur a 25% restocking fee.
vi. Returns must be received within 15 days of the RMA number issuance.
vii. The Buyer is responsible for all insurance and shipping charges associated with the return.
viii. All returns must be sent via UPS, Federal Express, or any other professional courier that provides a tracking number and proof of delivery.
ix. If the returned product does not meet the requirements stated above, the product will be sent back to the customer “freight collect”.
x. Once the Seller has approved a return, Buyer’s refund will be issued within 7 days, and Buyer will receive an email conȴrmation that Buyer’s return is completed. Please note that, depending on Buyer’s ȴnancial institution, it may take an additional 2-10 business days for the credit to post to Buyer’s account.
9.Errors
The Seller attempts to be as accurate as possible. However, the Seller does not warrant that all product descriptions, photographs, pricing, or other information provided is accurate, complete, current, or error-free. In addition, all weights and size dimensions are approximate. If a product offered by the Seller is not as described or pictured, Buyer’s sole remedy is to return it in an undamaged, unused condition for a refund, subject to the return policy herein. In the event of an error in an order conȴrmation, in processing an order, in delivering a product, or otherwise, we reserve the right to correct such error and revise Buyer’s order accordingly, or to cancel the order and refund any amount charged. Buyer’s sole remedy in the event of an error is, subject to the return policy herein, to cancel Buyer’s order and obtain a refund.
10.Disclaimer of Warranty
SELLER PROVIDES NO WARRANTY TO ITS CUSTOMERS FOR ANY PRODUCTS SOLD. SELLER HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCEPTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF OR DAMAGE TO DATA,
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
LACK OF VIRUSES OR FREE FROM VIRUS OR MALWARE ATTACK, SECURITY, PERFORMANCE, LACK OF NEGLIGENCE, WORKMANLIKE EFFORT, QUIET ENJOYMENT, THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET BUYER’S REQUIREMENTS, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED, OR THAT BUYER’S USE OF THE PRODUCT WILL GENERATE ACCURATE, RELIABLE, TIMELY RESULTS , INFORMATION, OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BYb SELLER, A DEALER, AGENT, OR AFFILIATE SHALL CREATE A WARRANTY. TO THE EXTENT WARRANTIES CANNOT BE DISCLAIMED OR EXCLUDED, THEY ARE LIMITED TO THE DURATION OF THE RELEVANT EXPRESS WARRANTY PERIOD.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER, ITS AFFILIATES, DEALERS, AGENTS OR SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR LOSS OF ABILITY TO USE ANY THIRD PARTY PRODUCTS OR SERVICES, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF PCS OR SUCH OTHER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PCS, ITS AFFILIATES, ASSOCIATES, DEALERS, AGENTS OR SUPPLIERS TO BUYER FOR ALL DAMAGES EXCEED THE PRICE BUYER PAID FOR THE PRODUCT. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY WARRANTY OR REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO BUYER.
IF ANY TERM IS HELD TO BE ILLEGAL OR UNENFORCEABLE, THE LEGALITY OR ENFORCEABILITY OF THE REMAINING TERMS SHALL NOT BE AFFECTED OR IMPAIRED.
11.Limitation of Liability
SELLER SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT (UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, CONTRACT OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL SELLER’S TOTAL CUMULATIVE LIABILITY TO BUYER RELATED TO THIS AGREEMENT EXCEED THIRTY PERCENT (30%) THE CONTRACT AMOUNT ACTUALLY RECEIVED BY SELLER.
12.Manufacturer's Warranty
Warranties may be available directly from select manufacturers. Manufacturer information is subject to change without notice. Not all manufacturers for products which the Seller sells will offer manufacturers’ warranties. In the event Buyer attaches any third party product, software, or equipment to Seller’s product sold pursuant to this Agreement or the related quote, all warranties provided for under this Agreement, including manufacturer warranties, may become null and void.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
13.Conȴdentiality
The Seller and the Buyer agree to keep conȴdential all the terms of the Agreement, and any proprietary, trade secret of other information which the Seller or Buyer receives from the other in the performance of the Services under the Agreement, however, this shall not apply to information which is: (i) necessary to be disclosed to a third party in order to perform an Agreement; (ii) already known free of any restriction at the time it is obtained; (iii) subsequently learned from an independent third party free of restriction; (iv) is publicly available or (v) is required by law or court order to be disclosed.
14.Intellectual Property
Upon Seller’s receipt of full payment from Buyer, Seller grants to Buyer a limited, nonexclusive, nonsublicensable, and nontransferable license to use the Seller’s technology, equipment, software, information, copyrightable material, copyrights, trademarks, patents, data or other material (the “Intellectual Property”) provided by the Seller in delivery of the Services. The Seller owns or has a license or other right to use the Intellectual Property which is being distributed to the Buyer and the Seller reserves all rights to the Intellectual Property. Buyer hereby acknowledges that the Seller retains all right, title and interest in and to the copyrights, trademarks, patents and other intellectual property rights inherent or related in any way to the Intellectual Property provided. The Seller shall own all rights in any changes, enhancements, and modiȴcations made by the Buyer to the Seller’s Intellectual Property. Buyer agrees that neither it nor any of its employees or agents will contest or challenge the Seller’s ownership or rights in its Intellectual Property, make or authorize any use of the Seller’s Intellectual Property that is not consistent with the Agreement or these terms and conditions or modify or reproduce the content or substance of the Intellectual Property.b See www.route1.com/terms-of-use/for notice of the Seller’s intellectual property.
The license granted under this Agreement does not include any right to and Buyer agrees that it will not and will not cause a third party to: (i) modify, alter, enhance, change, supplement or otherwise create derivative works of or from the Intellectual Property, or any portions thereof, (ii) sell, transfer, assign, rent, lend, lease, distribute or otherwise commercially exploit or make available to any third party the Intellectual Property, or any portions thereof (and any attempt to do so will be void), (iii) sublicense any right with respect to the Intellectual Property granted to Buyer by this Agreement, (iv) make copies of the Intellectual Property, (v) use the Intellectual for any purpose other than the purpose contemplated in the Agreement, (vi) exercise any rights of a copyright holder with respect to the Intellectual Property, or any portions thereof, other than those expressly granted by this Agreement, or (v) reverse engineer, disassemble, adapt, translate, decompile or otherwise make any attempt to ascertain, derive or obtain the source code for the Intellectual Property or any of the related features related thereto. Buyer agrees not to remove or alter any copyright legend, trademark, conȴdentiality or other proprietary notice appearing on the Intellectual Property, copies of the Intellectual Property or, to the extent applicable, Intellectual Property output.
Buyer must obtain Seller’s prior written consent to any transfer or sale of the Equipment to a third party and pay any applicable transfer fee. Further, Buyer may not grant a security interest, lien or other interest or right in the Intellectual Property to any third party without Seller’s prior written consent.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
15.Indemniȴcation
(a)Indemniȴcation by Seller. Seller agrees to indemnify, defend, and hold Buyer and its directors, oɚcers, employees and agents harmless from and against any and all losses, damages, liabilities, judgments, penalties, ȴnes, costs, and expenses (including reasonable attorneys’ fees) (collectively “Damages”), arising out of or in connection with a third party claim (a “Claim”) that the Intellectual Property owned by Seller that is licensed to Buyer under this Agreement, when used by Buyer as directed by Seller, infringes a United States patent, copyright or trademark. In the event of such a Claim, Seller may, at its option and expense and as Buyer’s sole remedy, (i) replace the Intellectual Property without additional charge, with a functionally equivalent and non-infringing product, (ii) modify the Intellectual Property to avoid the infringement, or (iii) obtain a license for Buyer to continue use of the Intellectual Property at no additional charge to Buyer. Notwithstanding the foregoing, Seller will have no liability for, or any indemniȴcation, defense, or hold harmless obligation under this Section 15(a) as a result of, any Claim of infringement that results from (i) Seller’s compliance with Buyer’s speciȴcations, (ii) any modiȴcation of the Intellectual Property by or on behalf of Buyer without Seller’s prior written consent, (iii) infringement or alleged infringement by the a related manufacturer on the intellectual property rights of any third party, (iv) any failure by Buyer to implement updates to the Intellectual Property as supplied by Seller, or (v) the combination, operation, or use of the Intellectual Property with equipment, software, programs, or data not provided by Seller, if such infringement would have been avoided by the use of the Intellectual Property without such combination, operation or use.
(b) Buyer agrees to indemnify, defend, and hold Seller harmless from and against any and all Damages arising out of or in connection with any third party Claim (i) of bodily injury, death, or damage to real or tangible personal property caused by acts or omissions of Buyer, (ii) that any speciȴcation, process, design or other information provided by Buyer infringes a United States patent, copyright or trademark, (iii) arising out of or relating to Buyer’s or its agents’ or representatives’ negligence or intentional misconduct, or (iv) arising out of or relating to Buyer’s or its agents’ or representatives’ failure to (a) follow directions, instructions, warnings or recommendations furnished in writing by Seller regarding the Intellectual Property or other goods or services delivered pursuant to the quote, or (b) comply with applicable federal, state or local laws regarding the Intellectual Property or the facility at which the Intellectual Property is located.
(c) For each of the indemniȴcation obligations set forth in Section 15(a) and 15(b), the indemniȴed party will give the indemnifying party (i) prompt written notice of such Claims, provided that the failure or delay to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to an indemniȴed party under this Agreement so long as the failure or delay will not have materially prejudiced the defense of such Claim, (ii) reasonable assistance in defending the Claim, and (iii) sole authority to defend or settle such Claim, provided that the indemniȴed party will not be required to consent to a judgment against it or enter into a settlement that is prejudicial to it.
16.Waiver of Liability Relating to COVID-19
The installation of equipment, hardware or software by the Seller on the Buyer’s site pursuant to the Agreement may require employees or contractors of the Seller to be present and in physical proximity to Buyer’s employees, contractors, agents, customers, etc. Buyer understands that the Seller cannot prevent possible exposure to, contracting or spreading of COVID-19 by its employees or contractors. It is not possible to prevent the presence of COVID-19 and therefore if Buyer utilizes the Seller’s onsite installation services, Buyer understands that it may be exposing its employees and others onsite to
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
increased risk of contracting or spreading COVID-19.
By engaging in onsite Services, Buyer acknowledges and accepts the risk to its employees and others onsite of exposure to, contracting and/or spreading of COVID-19. The Buyer indemniȴes the Seller against any claims arising out of exposure to, contracting and/or spreading of COVID-19 by virtue of the Seller’s provision of onsite Services. The Buyer hereby forever releases and waives the right to bring suit against the Seller and its owners, oɚcers, directors, managers, oɚcials, agents, employees or other representatives in connection with the exposure, infection, and/or spread of COVID-19 related to the provision of onsite Services.
17.Support Contract as Applicable
The Seller offers three levels of support plans for license plate recognition customers: Elemental, Comprehensive and Select. b The support plan’s scope and speciȴc terms are appended to the Seller’s quote and or invoice.
(a)Warranty Term for Onsite WorkmanshipThe Seller guarantees its workmanship post application. The warranty term is found in your quote. This warranty extends to hardware installations performed by the Seller personnel. The Seller does not warranty any third-party equipment or software. The Seller will pass along the warranty it receives from the original equipment manufacturer or owner of the software. In the event Buyer attaches any third party product, software, or equipment to Seller’s product sold pursuant to this Agreement or the related quote, all warranties provided for under this Agreement, including manufacturer warranties, may become null and void.
(b)Server, Software, and Firmware UpdatesAs part of your support contract, the Seller may install critical software and ȴrmware updates from manufacturers as required and when released. Critical updates will have priority, non-critical updates will be completed on an as needed basis and based on the terms of your support contract with the Seller.
(c)Remote Support Rapid ResponseThe Seller provides remote support to all clients.b Depending on the plan, your authorized contacts are guaranteed a speciȴed response time during the contracted support hours.b Support is not available on weekends and holidays for elemental and comprehensive support plan clients.
(d)Number of CallsThe number incidents per month that your authorized contact(s) can make to our support team is deȴned in your quote.
(e)Annual Site Maintenance VisitDeȴned in your quote.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
(f)RMA Processing and TrackingMost original equipment manufacturers, including Genetec, require a certiȴcation in order to request an RMA. If an original equipment manufacturer's repair is required and depending on your service contract, the Seller will work with the original equipment manufacturer to create an RMA. Any original equipment manufacturer’s costs related to the RMA such as damage or out of warranty repairs are the Buyer's responsibility. The Buyer requesting the RMA may also be responsible for shipping costs and processing fees, depending upon their service plan.b Based on your service plan, the Seller will track your RMA to ensure its timely completion and the return of your equipment. Any costs associated with an on-site visit related to an RMA are not included in our support plans.
(g)Camera TypeMost organizations charge extra depending on the type of camera(s) you deploy.b We do not.b
(h)Authorized ContactsThe Seller is a security-ȴrst organization that serves clients such as the U.S. Department of Defense. We want to validate that we’re only working with “authorized” personnel from your organization in order to protect our interests and yours.b Because of this, you are required to name speciȴc people who are authorized to work with us on your behalf.
(i)Annual Conȴguration TimeSome support plans include a certain number of conȴguration hours. Conȴguration time allows our experts to make changes to your system throughout the year for you so you don’t have to. This can also include creating reports. Conȴguration hours are not bankable so any unused hours expire at the end of each one-year term.
(j)Price Per Additional Conȴguration HourAll additional conȴguration hours must be purchased in blocks of four (4) hours at the rate associated with your plan.b Your plan locks your costs in at a lower rate for the duration of your support agreement.
(k)Client Support HoursOur support team is staffed to meet your needs during the hours stated in your plan.b
(l)Emergency ResponsivenessEmergency responsiveness is our guarantee of how quickly we will schedule someone to come onsite when needed.b All days are business days and do not include weekends or holidays.b Costs associated with emergency onsite visits such as travel, meals, lodging and the Seller personnel charges are not bincluded in our support plans.b Emergency onsite visits will be performed on a time and material basis and will require a purchase order prior to scheduling.b However, you will always be entitled to have the visit scheduled within the maximum period prescribed by your support plan.
An “Emergency” is any incident or problem that severely impacts your operation and has gone through our remote support protocols and that has been determined by the Seller that it cannot be ȴxed outside of an onsite visit. The actual countdown to onsite service cannot begin until all equipment required for the response is in hand including RMAs and other equipment that is that is not manufactured by the Seller.
Our onsite visit is dependent on vendors and manufacturers’ response time, availability of hardware, and the client’s availability and ability to provide us with access to the location of the ALPR deployment at their site.b
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
(m)Hot-swap Inventory on HandFor our clients on Select Plans, the Seller will maintain materials on hand for emergency replacement.b The Buyer is responsible for purchasing the hot-swap inventory.b Additional installation fees may apply as required.
18.Privacy
Please refer to the Seller’s Privacy Statement, available at www.route1.com/privacy-policy for information about how the Seller collects, uses, and discloses personal information from users of the site.
19.Dispute Resolution and Binding Arbitration
BUYER AND SELLER AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT BUYER WOULD HAVE IF BUYER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
Any claim, dispute, or controversy, whether in contract, tort or otherwise, whether pre-existing, present, or future, and including statutory, consumer protection, common law, intentional tort, injunctive, and equitable claims, between Buyer and either the Seller, its agents, employees, successors, assigns, direct and indirect subsidiaries, or any third party providing any products or services to Buyer in connection with Buyer’s purchase arising from or relating in any way to Buyer’s purchase of products, these Terms of Sale, their interpretation, or the breach, termination, or validity thereof, the relationships which result from these Terms of Sale (including relationships with third parties who are not signatories to these Terms of Sale), the Seller’s advertising, or any related purchase, shall be resolved exclusively and ȴnally by binding arbitration. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision of the Terms of Sale is void, voidable, or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (AAA) or JAMS (or a substitute forum if both are unavailable). Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is ȴled. Notwithstanding the foregoing, Buyer may assert claims in a small claims court if Buyer’s claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms of Sale.
Buyer agrees to an arbitration on an individual basis. In any dispute, NEITHER BUYER NOR SELLER SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration clause is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).
The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) shall be ȴnal and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Information on AAA or JAMS and their applicable rules are available at the following numbers and URLs: American Arbitration Association, (800) 778-7879, www.adr.org; JAMS, (800) 352-5267, www.jamsadr.com.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#1942
07/01/2025
20.Applicable Law and Jurisdiction
This Agreement will be governed by the substantive laws of the state of Arizona without giving effect to any choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Buyer is responsible for compliance with local laws, if and to the extent local laws are applicable. Both parties to this Agreement speciȴcally agree to submit to the exclusive jurisdiction of, and venue in, the courts in Maricopa County, Arizona in any dispute arising out of or
relating to this Agreement.
21.Export Controls
Certain the Seller products may be subject to export controls imposed by the United States of America, and may not be exported or re-exported: (a) into (or to a national or resident of) any country to which the United States of America has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan, or Venezuela; (b) to everyone on the U.S. Treasury Department’s Specially Designated Nationals list, or (c) the U.S. Commerce Department’s Table of Denial Orders (collectively, the “Prohibited Countries”). By purchasing any the Seller product, Buyer represents and warrants that Buyer is not located in any Prohibited Country, that Buyer is not under the control of any
Prohibited Country, or that Buyer is not a national or resident of any Prohibited Country.
22.Severability
If any provision of these Terms of use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Sale and shall not affect the validity and enforceability of any remaining provisions.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
Note: 7KLV4XRWHLVJRRGDQGYDOLGIRUGD\VEH\RQGWKH4XRWH'DWH
Bill To Ship To TOTAL
City of Renton1055 S Grady WayRenton WA 98057United States
City of Renton1055 S Grady WayRenton WA 98057United States $8,391.07
Expiration Date: 08/09/2025
Terms Expiration Date PO #Sales Rep Shipping Method
Deposit - 50% (LPR)08/09/2025 Jason J Hardabura
Project Description
City of Renton CradlePoint Purchase and Installation tied to: Ref Route1 Q# 1942 - dated 1 July 2025)
Engineering Services
2 Installation Cradlepoint and Antenna services for one mobile LPR Vehicle (University/City/Law Unit).
1 Cost of technician to travel to provide on-site installation. This is a per trip charge; if technician is required to return to site for reasons outside of Route1's control, there will need to be additional trip charges. (At no cost if work done in conjunction with Overtime Patroller Installations - Ref Route1 Q# 1942 - dated 1 July 2025) Value: $3600
Subtotal:$1,000.00
Hardware and Software - Sensors and Data Acquisition : Hardware and Software - User Interface and Communications
2 5-yr NetCloud Mobile Performance Essentials Plan and R1900 router with WiFi (5G modem), no AC power supplyor antennas, Global
2 Parsec - Irish Setter PRO 7:1 low proȴle Antenna (mobile/ȴxed applications) rugged, omni-directiona, IP67, 5G, 600 MHz - 6 GHz; (7) 15ft. cables with SMA Male connectors; 4 CELL, 2 WIFI, GPS (Black radome) Short bolt .6 inches. Cradlepoint certiȴed antenna
1 Shipping
Subtotal:$6,607.50
Tax (%)$783.57
Total $8,8391.07
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
7KHEHORZ7HUPVRI6DOHDUHDQLQWHJUDOSDUWRIWKLVTXRWH,QRUGHUIRUWKLVTXRWHWREHHIIHFWLYHWKHDWWDFKHG
7HUPVRI6DOHPXVWEHDJUHHGWR
Customer Authorizing Party Signature: b ________________________________________
Date of Signature: b ________________________________________
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
Terms of Sale
Route1 Inc. (“Route1”) is the parent company of operating subsidiaries Route 1 Security Corporation, Portable Computer Systems, Inc. doing business as PCS Mobile, Spyrus Solutions Inc., Group Mobile Int’l, LLC, DataSource Mobility, LLC and VetSource Mobility, LLC. (collectively the “Seller”).b Each of these subsidiaries, as applicable, continue as valid parties to all agreements.
The submittal of a purchase order to the Seller by the customer referred to in the attached quote (the “Customer”, “Client” or the “Buyer”) referencing the Quote No. and the speciȴcs from that Quote or a Customer Authorizing Party signature on the Quote, indicates acceptance of the below terms and conditions.
Please read these Terms of Sale (the “Terms of Sale”) carefully.
Except where indicated otherwise, these terms and conditions shall supersede any subsequent terms or conditions included with any purchase order. The Seller reserves the right to make changes to these terms and conditions at any time. In the event that there is any conȵict or inconsistency between these Terms of Sale and any other terms of sale or use, these Terms of Sale will govern.
1.Acceptance of Order
Buyer’s placement of an order does not necessarily ensure that we will accept the Buyer’s order. We reserve the right to refuse any order in our sole discretion. In addition, before accepting Buyer’s order, we may require additional information if Buyer has not provided all of the information required by the Seller to complete Buyer’s order. Once a properly completed order is received, authorization of Buyer’s form of payment is received and we have accepted Buyer’s order, we will promptly place Buyer’s order in line for shipment.
Once an order has been accepted by the Seller, it cannot typically be cancelled. If an order cancellation request is received and accepted by the Seller prior to product shipment, a 15% cancellation fee will apply.
2.Pricing and Availability
All prices for products (and the associated costs of shipping and tax) are shown in U.S. dollars. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue products without notice, even if Buyer has already placed an order. All prices are subject to change without notice, and Buyer agrees that taxes may be adjusted from the amount shown on this quote. Several factors may cause this, such as variances between processor programs and changes in tax rates.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
3.Buyer Credit, Form of Payment and Payment Terms
If the Buyer requests credit from the Seller, the Buyer shall provide all ȴnancial information reasonably requested by the Seller from time to time for the sole purpose of establishing or continuing the Buyer’s credit limit. Buyer agrees that the Seller shall have the right to decline or extend credit to Buyer, and to require that the applicable purchase price be paid prior to shipment. The Seller shall have the right from time to time, without notice, to change or revoke Buyer’s credit limit on the basis of changes in the Seller’s credit policies or Buyer’s ȴnancial condition and/or payment record.
If credit terms are not available to the Buyer, pre-payment may be made by ACH (EFT) or Wire Transfer. The Seller currently accepts Visa and MasterCard, as forms of credit card payment. By submitting Buyer’s order and selecting to use a credit card as a form of payment, Buyer represents and warrants that Buyer is authorized to use the designated credit card and authorizes the Seller to charge Buyer’s order (including taxes, shipping and handling) to that card. If the card cannot be veriȴed, is invalid, or is otherwise not acceptable, Buyer’s order may be suspended or cancelled automatically. All credit card orders are subject to a 4% service charge. The Seller further reserves the right, in its sole discretion, to request partial payment from Buyer, prior to processing Buyer’s order.
Form of Allowed Payment: The Seller does NOT accept cheques as a form of payment. The Buyer must make payment by ACH (EFT) or credit card.
Payment Terms: Upon the Seller accepting the Buyer’s purchase order or signed quote, the Buyer shall immediately pay the Seller ȴfty-percent (50%) of the value of the Buyer’s order (the “First Payment”). The Seller will take no action to fulȴll the Buyer’s order without completion of the First Payment.
The installation of the hardware, included in the Buyer’s order, must be scheduled within 30 days of the hardware delivery date. The hardware delivery date is evidenced by the date received on the shipping receipt.
The Buyer shall provide the Seller a second payment equal to forty percent (40%) of the value of the Buyer’s order (the “Second Payment”) within 30 days of the hardware delivery date.
A ȴnal payment for the balance outstanding on the Buyer’s order will be made by the Buyer to the Seller within thirty (30) days of the installation date (the “Project’s Completion”).
The Seller does NOT accept pay-when-paid terms.
Deducting Amounts: The Buyer shall not deduct any amounts from any Seller invoice without the Seller’s express written approval, which approval shall be contingent upon Buyer providing all supporting documentation for such deduction as required by the Seller. Any authorized deductions for returned Products must include Buyer’s customer tracking number and the Seller’s Return Merchandise Authorization (“RMA”) number. Deductions received by the Seller without advance notice will be denied.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
4.Partial Billing by the Seller
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5.Shipping Terms and Policies
Delivery shall be made in accordance with the Seller's shipping policy in effect on the date of shipment. Product title and risk of loss will transfer to Buyer upon the Seller tendering the Product for delivery to the carrier (F.O.B. Origin). If Buyer requests special shipping or handling, including expedited shipment, third-party billing, or freight collect, Buyer shall be responsible for ȴling claims with the carrier and all freight and handling costs. Buyer shall pay for any special routing, packing, handling or insurance requested by Buyer and agreed to by the Seller. Orders shipped under special routing instructions must be separately agreed upon and may be subject to additional charges. The Seller will not be subject to requirements of non-compliance programs of Buyer, including charges for product delays, missing/inaccurate shipping documents, labeling or product markings.
Buyer shall promptly notify the Seller, no later than 30 days from invoice date, of any claimed shortages or rejection as to any delivery, with the exception of deliveries that reveal external shipping damage, which, in some instances, must be refused immediately upon delivery by the carrier. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to provide any such notice within such time shall be deemed an acceptance in full of any such delivery.b The Seller shall not be liable for any shipment delays that affect the Seller or any of the Seller's suppliers, including but not limited to delays caused by unavailability or shortages of Products from the Seller's suppliers, natural disasters, acts of war or terrorism, acts or omissions of Buyer, ȴre, strike, riot, or governmental interference, unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates, failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.
6.On-Site Agreement Policy
Buyer has 24 hours from the date ȴrst agreed upon by both parties to cancel or reschedule without charge. Buyer agrees to pay the Seller a $2,500 cancellation fee if the service dates requested are cancelled for any reason other than the Seller issuing the cancellation or Force Majeure.
A “Force Majeure” is deȴned as ȴre, explosion, accident, drought, storm, hail, earthquake, embargo, epidemic, act of God which has resulted in, or could reasonably be expected to result in the cancellation of the Seller’s ȴeld services representative travel request.
7.Back Orders
If, for any reason, an item on Buyer’s order is temporarily out of stock, the Seller will endeavor to back order that item for Buyer. Items on back order will be charged when the items are actually shipped, along with applicable taxes and shipping charges.
!
Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
8.Return Policy – All Sales Final
All sales are ȴnal, except where otherwise agreed upon by Buyer and the Seller. Should the Seller, in its sole discretion, allow Buyer to return an item, the following return policy applies for that return:
i. In order for the Seller to approve any product return, the product must not be opened or damaged, and in its original undamaged packaging. the Seller will not accept "open box" returns.
ii. As the Seller sells speciȴc project based manufactured and conȴgured computers, accessories and electronic devices, unopened box returns also may be denied. The Seller cannot re-sell or return a computer that has been built to a Buyer’s speciȴcations.
iii. Any and all product returns must be approved by the Seller, in the Seller’s sole discretion, and a Return Merchandise Authorization (“RMA”) number must be issued.
iv. Approved returns must be made within 30 days of the delivery date.
v. Approved returns will incur a 25% restocking fee.
vi. Returns must be received within 15 days of the RMA number issuance.
vii. The Buyer is responsible for all insurance and shipping charges associated with the return.
viii. All returns must be sent via UPS, Federal Express, or any other professional courier that provides a tracking number and proof of delivery.
ix. If the returned product does not meet the requirements stated above, the product will be sent back to the customer “freight collect”.
x. Once the Seller has approved a return, Buyer’s refund will be issued within 7 days, and Buyer will receive an email conȴrmation that Buyer’s return is completed. Please note that, depending on Buyer’s ȴnancial institution, it may take an additional 2-10 business days for the credit to post to Buyer’s account.
9.Errors
The Seller attempts to be as accurate as possible. However, the Seller does not warrant that all product descriptions, photographs, pricing, or other information provided is accurate, complete, current, or error-free. In addition, all weights and size dimensions are approximate. If a product offered by the Seller is not as described or pictured, Buyer’s sole remedy is to return it in an undamaged, unused condition for a refund, subject to the return policy herein. In the event of an error in an order conȴrmation, in processing an order, in delivering a product, or otherwise, we reserve the right to correct such error and revise Buyer’s order accordingly, or to cancel the order and refund any amount charged. Buyer’s sole remedy in the event of an error is, subject to the return policy herein, to cancel Buyer’s order and obtain a refund.
10.Disclaimer of Warranty
SELLER PROVIDES NO WARRANTY TO ITS CUSTOMERS FOR ANY PRODUCTS SOLD. SELLER HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCEPTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF OR DAMAGE TO DATA,
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
LACK OF VIRUSES OR FREE FROM VIRUS OR MALWARE ATTACK, SECURITY, PERFORMANCE, LACK OF NEGLIGENCE, WORKMANLIKE EFFORT, QUIET ENJOYMENT, THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET BUYER’S REQUIREMENTS, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED, OR THAT BUYER’S USE OF THE PRODUCT WILL GENERATE ACCURATE, RELIABLE, TIMELY RESULTS , INFORMATION, OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BYb SELLER, A DEALER, AGENT, OR AFFILIATE SHALL CREATE A WARRANTY. TO THE EXTENT WARRANTIES CANNOT BE DISCLAIMED OR EXCLUDED, THEY ARE LIMITED TO THE DURATION OF THE RELEVANT EXPRESS WARRANTY PERIOD.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER, ITS AFFILIATES, DEALERS, AGENTS OR SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR LOSS OF ABILITY TO USE ANY THIRD PARTY PRODUCTS OR SERVICES, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF PCS OR SUCH OTHER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PCS, ITS AFFILIATES, ASSOCIATES, DEALERS, AGENTS OR SUPPLIERS TO BUYER FOR ALL DAMAGES EXCEED THE PRICE BUYER PAID FOR THE PRODUCT. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY WARRANTY OR REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO BUYER.
IF ANY TERM IS HELD TO BE ILLEGAL OR UNENFORCEABLE, THE LEGALITY OR ENFORCEABILITY OF THE REMAINING TERMS SHALL NOT BE AFFECTED OR IMPAIRED.
11.Limitation of Liability
SELLER SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT (UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, CONTRACT OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL SELLER’S TOTAL CUMULATIVE LIABILITY TO BUYER RELATED TO THIS AGREEMENT EXCEED THIRTY PERCENT (30%) THE CONTRACT AMOUNT ACTUALLY RECEIVED BY SELLER.
12.Manufacturer's Warranty
Warranties may be available directly from select manufacturers. Manufacturer information is subject to change without notice. Not all manufacturers for products which the Seller sells will offer manufacturers’ warranties. In the event Buyer attaches any third party product, software, or equipment to Seller’s product sold pursuant to this Agreement or the related quote, all warranties provided for under this Agreement, including manufacturer warranties, may become null and void.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
13.Conȴdentiality
The Seller and the Buyer agree to keep conȴdential all the terms of the Agreement, and any proprietary, trade secret of other information which the Seller or Buyer receives from the other in the performance of the Services under the Agreement, however, this shall not apply to information which is: (i) necessary to be disclosed to a third party in order to perform an Agreement; (ii) already known free of any restriction at the time it is obtained; (iii) subsequently learned from an independent third party free of restriction; (iv) is publicly available or (v) is required by law or court order to be disclosed.
14.Intellectual Property
Upon Seller’s receipt of full payment from Buyer, Seller grants to Buyer a limited, nonexclusive, nonsublicensable, and nontransferable license to use the Seller’s technology, equipment, software, information, copyrightable material, copyrights, trademarks, patents, data or other material (the “Intellectual Property”) provided by the Seller in delivery of the Services. The Seller owns or has a license or other right to use the Intellectual Property which is being distributed to the Buyer and the Seller reserves all rights to the Intellectual Property. Buyer hereby acknowledges that the Seller retains all right, title and interest in and to the copyrights, trademarks, patents and other intellectual property rights inherent or related in any way to the Intellectual Property provided. The Seller shall own all rights in any changes, enhancements, and modiȴcations made by the Buyer to the Seller’s Intellectual Property. Buyer agrees that neither it nor any of its employees or agents will contest or challenge the Seller’s ownership or rights in its Intellectual Property, make or authorize any use of the Seller’s Intellectual Property that is not consistent with the Agreement or these terms and conditions or modify or reproduce the content or substance of the Intellectual Property.b See www.route1.com/terms-of-use/for notice of the Seller’s intellectual property.
The license granted under this Agreement does not include any right to and Buyer agrees that it will not and will not cause a third party to: (i) modify, alter, enhance, change, supplement or otherwise create derivative works of or from the Intellectual Property, or any portions thereof, (ii) sell, transfer, assign, rent, lend, lease, distribute or otherwise commercially exploit or make available to any third party the Intellectual Property, or any portions thereof (and any attempt to do so will be void), (iii) sublicense any right with respect to the Intellectual Property granted to Buyer by this Agreement, (iv) make copies of the Intellectual Property, (v) use the Intellectual for any purpose other than the purpose contemplated in the Agreement, (vi) exercise any rights of a copyright holder with respect to the Intellectual Property, or any portions thereof, other than those expressly granted by this Agreement, or (v) reverse engineer, disassemble, adapt, translate, decompile or otherwise make any attempt to ascertain, derive or obtain the source code for the Intellectual Property or any of the related features related thereto. Buyer agrees not to remove or alter any copyright legend, trademark, conȴdentiality or other proprietary notice appearing on the Intellectual Property, copies of the Intellectual Property or, to the extent applicable, Intellectual Property output.
Buyer must obtain Seller’s prior written consent to any transfer or sale of the Equipment to a third party and pay any applicable transfer fee. Further, Buyer may not grant a security interest, lien or other interest or right in the Intellectual Property to any third party without Seller’s prior written consent.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
15.Indemniȴcation
(a)Indemniȴcation by Seller. Seller agrees to indemnify, defend, and hold Buyer and its directors, oɚcers, employees and agents harmless from and against any and all losses, damages, liabilities, judgments, penalties, ȴnes, costs, and expenses (including reasonable attorneys’ fees) (collectively “Damages”), arising out of or in connection with a third party claim (a “Claim”) that the Intellectual Property owned by Seller that is licensed to Buyer under this Agreement, when used by Buyer as directed by Seller, infringes a United States patent, copyright or trademark. In the event of such a Claim, Seller may, at its option and expense and as Buyer’s sole remedy, (i) replace the Intellectual Property without additional charge, with a functionally equivalent and non-infringing product, (ii) modify the Intellectual Property to avoid the infringement, or (iii) obtain a license for Buyer to continue use of the Intellectual Property at no additional charge to Buyer. Notwithstanding the foregoing, Seller will have no liability for, or any indemniȴcation, defense, or hold harmless obligation under this Section 15(a) as a result of, any Claim of infringement that results from (i) Seller’s compliance with Buyer’s speciȴcations, (ii) any modiȴcation of the Intellectual Property by or on behalf of Buyer without Seller’s prior written consent, (iii) infringement or alleged infringement by the a related manufacturer on the intellectual property rights of any third party, (iv) any failure by Buyer to implement updates to the Intellectual Property as supplied by Seller, or (v) the combination, operation, or use of the Intellectual Property with equipment, software, programs, or data not provided by Seller, if such infringement would have been avoided by the use of the Intellectual Property without such combination, operation or use.
(b) Buyer agrees to indemnify, defend, and hold Seller harmless from and against any and all Damages arising out of or in connection with any third party Claim (i) of bodily injury, death, or damage to real or tangible personal property caused by acts or omissions of Buyer, (ii) that any speciȴcation, process, design or other information provided by Buyer infringes a United States patent, copyright or trademark, (iii) arising out of or relating to Buyer’s or its agents’ or representatives’ negligence or intentional misconduct, or (iv) arising out of or relating to Buyer’s or its agents’ or representatives’ failure to (a) follow directions, instructions, warnings or recommendations furnished in writing by Seller regarding the Intellectual Property or other goods or services delivered pursuant to the quote, or (b) comply with applicable federal, state or local laws regarding the Intellectual Property or the facility at which the Intellectual Property is located.
(c) For each of the indemniȴcation obligations set forth in Section 15(a) and 15(b), the indemniȴed party will give the indemnifying party (i) prompt written notice of such Claims, provided that the failure or delay to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to an indemniȴed party under this Agreement so long as the failure or delay will not have materially prejudiced the defense of such Claim, (ii) reasonable assistance in defending the Claim, and (iii) sole authority to defend or settle such Claim, provided that the indemniȴed party will not be required to consent to a judgment against it or enter into a settlement that is prejudicial to it.
16.Waiver of Liability Relating to COVID-19
The installation of equipment, hardware or software by the Seller on the Buyer’s site pursuant to the Agreement may require employees or contractors of the Seller to be present and in physical proximity to Buyer’s employees, contractors, agents, customers, etc. Buyer understands that the Seller cannot prevent possible exposure to, contracting or spreading of COVID-19 by its employees or contractors. It is not possible to prevent the presence of COVID-19 and therefore if Buyer utilizes the Seller’s onsite installation services, Buyer understands that it may be exposing its employees and others onsite to
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
increased risk of contracting or spreading COVID-19.
By engaging in onsite Services, Buyer acknowledges and accepts the risk to its employees and others onsite of exposure to, contracting and/or spreading of COVID-19. The Buyer indemniȴes the Seller against any claims arising out of exposure to, contracting and/or spreading of COVID-19 by virtue of the Seller’s provision of onsite Services. The Buyer hereby forever releases and waives the right to bring suit against the Seller and its owners, oɚcers, directors, managers, oɚcials, agents, employees or other representatives in connection with the exposure, infection, and/or spread of COVID-19 related to the provision of onsite Services.
17.Support Contract as Applicable
The Seller offers three levels of support plans for license plate recognition customers: Elemental, Comprehensive and Select. b The support plan’s scope and speciȴc terms are appended to the Seller’s quote and or invoice.
(a)Warranty Term for Onsite WorkmanshipThe Seller guarantees its workmanship post application. The warranty term is found in your quote. This warranty extends to hardware installations performed by the Seller personnel. The Seller does not warranty any third-party equipment or software. The Seller will pass along the warranty it receives from the original equipment manufacturer or owner of the software. In the event Buyer attaches any third party product, software, or equipment to Seller’s product sold pursuant to this Agreement or the related quote, all warranties provided for under this Agreement, including manufacturer warranties, may become null and void.
(b)Server, Software, and Firmware UpdatesAs part of your support contract, the Seller may install critical software and ȴrmware updates from manufacturers as required and when released. Critical updates will have priority, non-critical updates will be completed on an as needed basis and based on the terms of your support contract with the Seller.
(c)Remote Support Rapid ResponseThe Seller provides remote support to all clients.b Depending on the plan, your authorized contacts are guaranteed a speciȴed response time during the contracted support hours.b Support is not available on weekends and holidays for elemental and comprehensive support plan clients.
(d)Number of CallsThe number incidents per month that your authorized contact(s) can make to our support team is deȴned in your quote.
(e)Annual Site Maintenance VisitDeȴned in your quote.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
(f)RMA Processing and TrackingMost original equipment manufacturers, including Genetec, require a certiȴcation in order to request an RMA. If an original equipment manufacturer's repair is required and depending on your service contract, the Seller will work with the original equipment manufacturer to create an RMA. Any original equipment manufacturer’s costs related to the RMA such as damage or out of warranty repairs are the Buyer's responsibility. The Buyer requesting the RMA may also be responsible for shipping costs and processing fees, depending upon their service plan.b Based on your service plan, the Seller will track your RMA to ensure its timely completion and the return of your equipment. Any costs associated with an on-site visit related to an RMA are not included in our support plans.
(g)Camera TypeMost organizations charge extra depending on the type of camera(s) you deploy.b We do not.b
(h)Authorized ContactsThe Seller is a security-ȴrst organization that serves clients such as the U.S. Department of Defense. We want to validate that we’re only working with “authorized” personnel from your organization in order to protect our interests and yours.b Because of this, you are required to name speciȴc people who are authorized to work with us on your behalf.
(i)Annual Conȴguration TimeSome support plans include a certain number of conȴguration hours. Conȴguration time allows our experts to make changes to your system throughout the year for you so you don’t have to. This can also include creating reports. Conȴguration hours are not bankable so any unused hours expire at the end of each one-year term.
(j)Price Per Additional Conȴguration HourAll additional conȴguration hours must be purchased in blocks of four (4) hours at the rate associated with your plan.b Your plan locks your costs in at a lower rate for the duration of your support agreement.
(k)Client Support HoursOur support team is staffed to meet your needs during the hours stated in your plan.b
(l)Emergency ResponsivenessEmergency responsiveness is our guarantee of how quickly we will schedule someone to come onsite when needed.b All days are business days and do not include weekends or holidays.b Costs associated with emergency onsite visits such as travel, meals, lodging and the Seller personnel charges are not bincluded in our support plans.b Emergency onsite visits will be performed on a time and material basis and will require a purchase order prior to scheduling.b However, you will always be entitled to have the visit scheduled within the maximum period prescribed by your support plan.
An “Emergency” is any incident or problem that severely impacts your operation and has gone through our remote support protocols and that has been determined by the Seller that it cannot be ȴxed outside of an onsite visit. The actual countdown to onsite service cannot begin until all equipment required for the response is in hand including RMAs and other equipment that is that is not manufactured by the Seller.
Our onsite visit is dependent on vendors and manufacturers’ response time, availability of hardware, and the client’s availability and ability to provide us with access to the location of the ALPR deployment at their site.b
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
(m)Hot-swap Inventory on HandFor our clients on Select Plans, the Seller will maintain materials on hand for emergency replacement.b The Buyer is responsible for purchasing the hot-swap inventory.b Additional installation fees may apply as required.
18.Privacy
Please refer to the Seller’s Privacy Statement, available at www.route1.com/privacy-policy for information about how the Seller collects, uses, and discloses personal information from users of the site.
19.Dispute Resolution and Binding Arbitration
BUYER AND SELLER AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT BUYER WOULD HAVE IF BUYER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
Any claim, dispute, or controversy, whether in contract, tort or otherwise, whether pre-existing, present, or future, and including statutory, consumer protection, common law, intentional tort, injunctive, and equitable claims, between Buyer and either the Seller, its agents, employees, successors, assigns, direct and indirect subsidiaries, or any third party providing any products or services to Buyer in connection with Buyer’s purchase arising from or relating in any way to Buyer’s purchase of products, these Terms of Sale, their interpretation, or the breach, termination, or validity thereof, the relationships which result from these Terms of Sale (including relationships with third parties who are not signatories to these Terms of Sale), the Seller’s advertising, or any related purchase, shall be resolved exclusively and ȴnally by binding arbitration. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision of the Terms of Sale is void, voidable, or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (AAA) or JAMS (or a substitute forum if both are unavailable). Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is ȴled. Notwithstanding the foregoing, Buyer may assert claims in a small claims court if Buyer’s claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms of Sale.
Buyer agrees to an arbitration on an individual basis. In any dispute, NEITHER BUYER NOR SELLER SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration clause is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).
The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) shall be ȴnal and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Information on AAA or JAMS and their applicable rules are available at the following numbers and URLs: American Arbitration Association, (800) 778-7879, www.adr.org; JAMS, (800) 352-5267, www.jamsadr.com.
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Portable Computer Systems, Inc.7300 Via Paseo Del SurSuite 202Scottsdale AZ 85258United States
Quote
#2283
07/10/2025
20.Applicable Law and Jurisdiction
This Agreement will be governed by the substantive laws of the state of Arizona without giving effect to any choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Buyer is responsible for compliance with local laws, if and to the extent local laws are applicable. Both parties to this Agreement speciȴcally agree to submit to the exclusive jurisdiction of, and venue in, the courts in Maricopa County, Arizona in any dispute arising out of or
relating to this Agreement.
21.Export Controls
Certain the Seller products may be subject to export controls imposed by the United States of America, and may not be exported or re-exported: (a) into (or to a national or resident of) any country to which the United States of America has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan, or Venezuela; (b) to everyone on the U.S. Treasury Department’s Specially Designated Nationals list, or (c) the U.S. Commerce Department’s Table of Denial Orders (collectively, the “Prohibited Countries”). By purchasing any the Seller product, Buyer represents and warrants that Buyer is not located in any Prohibited Country, that Buyer is not under the control of any
Prohibited Country, or that Buyer is not a national or resident of any Prohibited Country.
22.Severability
If any provision of these Terms of use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Sale and shall not affect the validity and enforceability of any remaining provisions.
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