Master Terms of Service & Platform Agreement

01. Acceptance of Terms & Scope of Services

These Master Terms of Service and Platform Agreement ("Terms" or "Agreement") constitute a legally binding contract entered into by and between Sentis Vision Technologies ("Sentis", "we", "our", or "us") and the corporate entity, building owner, managing agent, or individual client ("Customer", "Client", or "you") accessing or utilizing the Sentis Vision platform, RTSP stream connectors, web portal, administrative consoles, and automated alert dispatch bridges (collectively, the "Services").

By connecting an NVR/RTSP video stream, accepting a proposal, creating an account, accessing the Sentis portal, or utilizing dispatched alerts via Telegram, WhatsApp, Slack, SMS, or webhook, you expressly acknowledge that you have read, understood, and irrevocably agree to be bound by every term, condition, limitation, and indemnity set forth herein. If you are entering into this Agreement on behalf of a property management company, building owner, condominium board, or commercial entity, you represent and warrant that you possess full legal authority to bind that entity.

02. Software-as-a-Service Nature & Scope Limitations

Sentis provides automated software algorithms that analyze streaming digital video frames captured by Customer's existing Network Video Recorders ("NVRs"), IP cameras, or Video Management Systems ("VMS", including DW Spectrum). The Services generate notifications when algorithmic criteria match pre-configured operational rules (e.g., door dwell duration, egress corridor obstruction, package staging, or perimeter loitering).

Customer acknowledges and agrees that:

• The Services are purely assistive, advisory software tools designed to augment building operations and maintenance logging;
• Sentis does not physically inspect, patrol, guard, supervise, or secure Customer's premises or persons situated therein;
• Sentis does not guarantee that alerts will be received, reviewed, or acted upon by Customer's on-site personnel, super, front desk, or third parties;
• Sentis is not an Underwriters Laboratories ("UL") listed central station, does not provide certified fire or burglary alarm monitoring, and does not maintain communication links to municipal Public Safety Answering Points ("PSAPs") or 911 dispatch.

03. Strict "No Security Guard" & "No Guard Replacement" Covenant

Customer expressly warrants and covenants that it SHALL NOT utilize the Services in lieu of, as an alternative to, or as a replacement for licensed, bonded physical security guards, watchmen, front desk doormen, building supervisors, fire watch patrols, or emergency life-safety systems required by municipal building codes, insurance policies, lease agreements, or statutory mandates.

Customer acknowledges that software analytics cannot deter physical crime, apprehend intruders, extinguish fires, halt water leaks, administer medical aid, or prevent bodily harm. Any operational reduction, termination, or replacement of human security personnel, concierge staff, or physical security systems by Customer is undertaken at Customer's sole, unshared risk.

04. Zero Assumption of Risk, No Bailment, & No Duty of Care

SENTIS EXPRESSLY DISCLAIMS ANY AND ALL COMMON LAW, STATUTORY, OR CONTRACTUAL DUTY OF CARE to protect Customer's premises, structures, personal property, inventory, tenants, residents, employees, customers, patrons, contractors, visitors, or invitees.

Under no circumstances shall Sentis be deemed to have taken custody, control, possession, or bailment of Customer's real or personal property. Sentis assumes ZERO RISK for any of the following occurrences, whether or not captured by, missed by, or alerted by the Services:

• Burglary, robbery, grand larceny, package theft, unauthorized entry, or trespassing;
• Vandalism, graffiti, property destruction, sabotage, or civil disturbance;
• Assault, battery, physical violence, harassment, sexual offense, bodily injury, illness, or wrongful death;
• Water intrusion, pipe bursts, boiler failures, HVAC breakdowns, or structural damage;
• Fire, smoke, gas leaks, electrical fires, explosion, or chemical hazards;
• Slip-and-fall incidents, trip hazards, snow/ice accumulation, or premises liability accidents;
• False alarms, non-alerts, delayed notifications, or communication network failures.

05. Customer's Mandatory Insurance Obligation

SENTIS IS NOT AN INSURER. Fees charged by Sentis reflect solely the value of software analytics licensing and are wholly unrelated to the value of Customer's real estate, fixtures, inventory, or the potential liabilities arising from premises injuries or criminal acts.

Customer agrees to maintain in full force and effect, at its sole cost: (a) Comprehensive Commercial General Liability ("CGL") insurance with policy limits adequate to protect Customer against premises liability, slip-and-fall, and assault claims; (b) Commercial Property and Casualty Insurance covering all physical assets, improvements, and tenant belongings; and (c) Workers' Compensation and Crime/Fidelity insurance. Customer hereby waives all rights of subrogation against Sentis, its officers, directors, contractors, and affiliates for any loss or damage covered by Customer's insurance policies.

06. Disclaimer of Warranties & Probabilistic Nature of Computer Vision

Customer expressly acknowledges and agrees that artificial intelligence, machine learning, neural networks, and computer vision models are probabilistic systems. Sentis does not warrant that:

• Alerts will be 100% accurate, instantaneous, or free of omissions ("zero omission warranty is expressly disclaimed");
• False positives (alerts triggered by benign occurrences, lighting shifts, reflections, or insects) or false negatives (undetected incidents, obstructions, or intruders) will not occur;
• Video streaming, RTSP handshakes, camera resolution, or network connectivity will be uninterrupted or error-free;
• Third-party delivery channels (including Telegram, WhatsApp, Slack, SMS gateways, cellular carriers, and cloud relays) will deliver alerts without latency, blocking, or packet loss.

07. Broad Customer Indemnification & Defense Covenant

CUSTOMER SHALL FULLY DEFEND, INDEMNIFY, AND HOLD HARMLESS Sentis Vision Technologies, its parent companies, subsidiaries, affiliates, and each of their respective officers, directors, members, equity holders, employees, agents, contractors, licensors, and successors (the "Sentis Indemnified Parties") from and against ANY AND ALL third-party claims, counter-claims, demands, lawsuits, arbitrations, regulatory enforcement actions, liabilities, damages, losses, settlements, judgments, fines, penalties, costs, and expenses (including without limitation court costs, expert witness fees, and reasonable outside attorney's fees) arising out of or resulting from:

1. Any criminal act, assault, theft, vandalism, fire, water casualty, personal injury, property damage, or wrongful death occurring on, near, or in connection with Customer's property;
2. Any claim asserted by a tenant, resident, occupant, visitor, guest, invitee, employee, or insurer alleging reliance on the Sentis platform or alleging that Sentis failed to detect, alert, prevent, record, or mitigate any incident or hazardous condition;
3. Customer's reduction, alteration, or termination of physical security guards, watchmen, or concierge personnel;
4. Customer's failure to respond to, act upon, or forward any alert or daily report generated by Sentis;
5. Customer's violation of any municipal, state, or federal laws regarding video surveillance, audio recording, wiretapping, or tenant notification signage;
6. Any claim alleging infringement of privacy rights, trespass, or unauthorized recording resulting from Customer's camera positioning;
7. Any breach by Customer of any representation, warranty, or covenant contained in this Agreement.

Sentis shall have the right, at its option, to assume the exclusive defense and control of any matter subject to indemnification by Customer, and Customer shall not settle any claim without Sentis's prior written consent.

08. Strict Limitation of Liability & Liquidated Damages Cap

ABSOLUTE AGGREGATE LIABILITY CAP: IF SENTIS IS NONETHELESS FOUND LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS, INJURY, OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE SERVICES OR THIS AGREEMENT, SENTIS'S ENTIRE AGGREGATE CUMULATIVE LIABILITY SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED THE LESSER OF:

• (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO SENTIS UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR
• (B) FIVE HUNDRED UNITED STATES DOLLARS ($500.00 USD).

Customer agrees that this limitation of liability is an agreed allocation of risk between commercial parties, is reflected in the pricing of the Services, and represents a material inducement for Sentis to enter into this Agreement.

09. Camera Placement, Legal Authority & Privacy Compliance

Customer represents, warrants, and covenants that:

• Customer owns, leases, or holds lawful authority and license to monitor, record, and connect every camera feed linked to Sentis;
• Customer has installed and will continuously maintain conspicuous, legible statutory signage at all entrances and common areas notifying occupants, visitors, and employees that the premises are subject to continuous video surveillance;
• PROHIBITION OF CAMERAS IN PRIVATE SPACES: Customer shall NEVER connect, angle, or route cameras into spaces where individuals have a reasonable expectation of privacy under applicable state or federal law, including but not limited to restrooms, bathrooms, locker rooms, employee dressing rooms, shower facilities, lactation rooms, or the interior living quarters of residential apartments;
• Customer is solely responsible for compliance with all federal, state, and local surveillance, video recording, two-party consent, and wiretapping statutes. Sentis processes visual frames only and disclaims any audio recording capability.

10. Non-Biometric Processing & AI Privacy Covenant

Customer acknowledges and agrees that the Sentis platform performs situational scene analysis (detecting bounding box contours, object classes such as vehicles, pallets, or human figures, motion vectors, and dwell durations).

SENTIS DOES NOT COLLECT, EXTRACT, PROCESS, STORE, OR SHARE BIOMETRIC IDENTIFIERS OR BIOMETRIC INFORMATION, including but not limited to facial recognition, facial geometry scans, retina/iris scans, fingerprints, or voiceprints. Customer covenants that it shall not use the Services in any manner intended to extract biometric identifiers under the Illinois Biometric Information Privacy Act (740 ILCS 14/ "BIPA"), New York City Administrative Code § 22-1201 (Biometric Identifier Information), Texas CUBI (Tex. Bus. & Com. Code § 503.001), California Consumer Privacy Act ("CCPA/CPRA"), or any similar statute.

11. Subscriptions, Recurring Billing & Pilot Terms

Fees are billed on a recurring monthly software subscription schedule based on active connected camera streams and schedule profiles. All fees are non-refundable once billed. If a pilot verification period is offered (e.g., 3-day or 14-day pilot), Customer's authorized payment method will be charged automatically on a recurring monthly basis following the pilot window unless Customer cancels in writing prior to expiration of the pilot. Sentis reserves the right to suspend or terminate stream processing immediately upon any payment failure.

12. Governing Law, Exclusive Venue & Class Action Waiver

This Agreement, and all claims or causes of action (whether in contract, tort, or statute) arising out of or related hereto, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules.

The parties agree that any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal or state courts situated in Kings County (Brooklyn) or New York County (Manhattan), State of New York. The parties irrevocably submit to the exclusive jurisdiction of such courts and waive any objection based on improper venue or forum non conveniens.

WAIVER OF JURY TRIAL & CLASS ACTION: TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

13. Severability, Integration & Amendments

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

This Agreement, together with the Privacy Policy and Security Guard Disclaimer, constitutes the sole and entire agreement between the parties regarding the subject matter hereof, and supersedes all prior negotiations, representations, marketing materials, sales collateral, and understandings.

Inquiries regarding legal compliance, service terms, or licensing may be directed to:
Sentis Vision Technologies • Legal & Compliance Department
Email: legal@sentisvision.com