These Terms and Conditions govern the Subscription Services and any Purchased Hardware or other products supplied by Antare.

For purposes of this Agreement, the following terms shall have the following meanings:

"Acceptable Use" has the meaning given in the section so titled.

"Confidential Information" means any and all information disclosed or made accessible by or on behalf of one party or its affiliates to the other party or its affiliates (or any representative of any of them), whether orally, in writing or in any other form, which is either (a) marked or identified as "confidential" at the time of disclosure or (b) of a nature that a reasonable business person would expect to be confidential or proprietary, provided that the disclosing party generally treats it as confidential, including all technical, product, service, business, marketing, sales, financial and pricing information and data, techniques, methodologies, processes, algorithms, know-how, ideas, concepts, inventions, discoveries and trade secrets. The following information is Antare's Confidential Information whether or not marked or identified as such: (i) the terms of this Agreement including all pricing; and (ii) Antare's product roadmaps, product designs, architecture, technology and technical information, however disclosed.

"Customer Data" means all data uploaded to, generated by, transmitted through, or processed by the Subscription Services in connection with Customer's use of the Service, including Customer Footage, Customer's account, user, and configuration data, and Customer's communications with Antare.

"Customer Footage" means audio, video, image, biometric, location, telemetry, and AI-derived data captured or generated by Antare Devices in the course of Customer's deployment of the Service.

"DPA" means the Data Processing Agreement entered into between the Parties governing Antare's processing of Personal Data on Customer's behalf, attached to this Agreement as Exhibit A and as updated by the Parties from time to time.

"EU AI Act" means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence.

"Hardware" means the hardware developed and manufactured by Antare for use with the Software including pre-installed firmware, such as but not limited to Antare's body-worn cameras, fixed security cameras, docking stations, and related accessories.

"One-Time Charges" means the one-time charges payable by Customer for Purchased Hardware and any other non-recurring products or services.

"Personal Data" has the meaning given to it under applicable data protection law, including (where applicable) the UK GDPR, the EU GDPR, the Swiss Federal Act on Data Protection, and the California Consumer Privacy Act (as amended by the California Privacy Rights Act).

"Purchased Hardware" means any Hardware sold outright to Customer including accessories, replacement hardware and any other physical products identified for purchase.

"Software" means the software developed and owned by Antare including but not limited to the Antare Mobile App and the Antare cloud console application.

“Subscription Fees” means the recurring fees payable for the Subscription Services.

“Subscription Services” means the subscription services provided by Antare under this Agreement, including access to the Software, cloud platform, AI functionality, Support and use of Subscription Hardware.

“Subscription Hardware” means Hardware supplied by Antare as part of the Subscription Services for use during the Subscription Term, title to which remains with Antare.

"Subscription Term" means the period during which Customer is entitled to receive the Subscription Services including any renewal periods unless terminated in accordance with this Agreement.

"Support" means the English-language technical support for the Subscription Services as set forth in the Antare support policy, as updated from time to time, currently located at https://support.antare.com/support/home.

Antare will provide the Subscription Services and supply any Purchased Hardware to Customer in accordance with this Agreement.

Subject to Customer's compliance with this Agreement, Antare grants Customer a non-exclusive, non-transferable, non-sublicensable, time-limited right to access and use the Subscription Services for the duration of the Subscription in accordance with this Agreement.

The Subscription Hardware and Software, and all intellectual property rights of whatever nature in or relating to them, remain the sole property of Antare. Customer will have no right, title or interest in the Subscription Hardware or Software other than the limited right to use them in accordance with this Agreement.

Purchased Hardware becomes the property of Customer upon payment in full of the applicable One-Time Charges. Ownership of Purchased Hardware does not transfer any intellectual property rights in the Software, firmware or other technology incorporated within the Purchased Hardware.

Customer is expressly prohibited from affixing to the Subscription Hardware any tags, decals or plates that may indicate the Subscription Hardware is owned by Customer. Customer shall not remove, obscure or alter any serial numbers, asset tags or other identification labels affixed to the Subscription Hardware. Customer acknowledges and agrees that Antare is providing Subscription Services under this Agreement and nothing in this Agreement transfers ownership of the Subscription Hardware to Customer. Customer shall promptly notify Antare of any unauthorised use, loss, theft or material damage affecting any Subscription Hardware. Customer shall safeguard the Subscription Hardware and use it with reasonable care in accordance with Antare's documentation. Customer agrees to comply with all applicable EU, US and United Kingdom export control laws and regulations.

Customer may provide suggestions, ideas, or feedback regarding the Service. Antare may use such feedback without restriction or obligation, and such feedback does not give Customer any right, title, or interest in or to any improvements or modifications to the Service.

Antare uses commercially reasonable efforts to maintain availability of the Antare Cloud Service. The Subscription Services depend on third-party network providers, including mobile carrier networks for device connectivity, and Antare does not warrant specific availability levels for components dependent on third-party networks outside Antare's control. Service availability excludes (a) planned maintenance with reasonable advance notice; (b) emergency maintenance; (c) circumstances beyond Antare's reasonable control, including third-party service provider and mobile carrier availability; (d) misuse of the Subscription Services or other violations of this Agreement by Customer; and (e) unavailability of beta or evaluation features.

Antare may incorporate or otherwise access certain open source or other third-party software, hardware, data, services, or other materials for the hosting and delivery of the Service. Antare makes no representation, warranty, or other commitment regarding such third-party materials, and hereby disclaims any and all liability relating to Customer's use thereof.

Customer shall pay to Antare the Subscription Fees and any applicable One-Time Charges. The Subscription Services commence immediately. Where Antare provides for an initial free trial period, the first fourteen (14) days of the Subscription (or such other period as agreed) will be provided free of charge.

Unless Customer cancels the Subscription Services before the end of the initial free trial period, Subscription Fees will automatically become payable upon expiry of the initial free trial period without further action by either party.

Unless otherwise agreed, Subscription Fees are billed monthly in advance using Customer's selected payment method and automatically renew for successive billing periods until terminated in accordance with this Agreement. One-Time Charges will be invoiced or charged at the time of order.

Where Customer is approved for invoice billing, all invoices are payable within thirty (30) days of the invoice date.

Customer is responsible for maintaining valid payment details throughout the Subscription Term.

Antare may increase Subscription Fees from time to time by giving Customer at least thirty (30) days' prior written notice, including to reflect inflation, enhancements to the Subscription Services, or changes in applicable costs.

All prices are exclusive of VAT and any other applicable taxes, duties or governmental charges, which shall be payable by Customer unless otherwise stated.

Any undisputed amount remaining unpaid after the applicable due date shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated daily until payment is made in full.

Except as expressly provided in this Agreement or required by applicable law, Subscription Fees and One-Time Charges are non-refundable.

Unless otherwise agreed in writing, Antare will deliver the Hardware to Customer's designated location. Upon delivery of the Hardware to Customer's designated location, Customer assumes all risk of loss of or damage to the Hardware and is responsible for maintaining appropriate insurance against such loss or damage. Customer shall not modify or make any alterations to the Hardware and shall not decompile, disassemble or reverse engineer the Hardware or the Software, or otherwise attempt to derive the source code of any Software forming part of the Subscription Services.

Antare may suspend Customer's access to the Subscription Services for (i) failure to pay any undisputed amount when due; (ii) use of the Subscription Services in violation of this Agreement; or (iii) actions by Customer that pose a security, legal, or operational risk to Antare or any third party.

Unless agreed otherwise, the subscription will automatically renew for successive monthly periods. Either party may terminate this Agreement by giving the other party at least thirty (30) days' prior written notice. Such termination shall take effect on the later of the expiry of the 30-day notice period and the end of the Subscription Term in effect when the notice is given.

Upon termination or expiry of this Agreement for any reason: (a) Customer's right to access and use the Subscription Services shall immediately cease; (b) At Antare's request, Customer shall promptly return all Subscription Hardware to Antare. If Subscription Hardware is not returned, or is lost or damaged (excluding normal wear and tear), Antare may invoice, and Customer shall pay, the depreciated value of the Subscription Hardware as determined in accordance with Antare's then-current replacement schedule, together with any reasonable costs incurred by Antare as a result of Customer's failure to return the Subscription Hardware; (c) Any Purchased Hardware that has been paid for by Customer shall remain the property of Customer and shall not be returned to Antare; (d) Any Subscription Fees, One-Time Charges and other amounts accrued or payable before the effective date of termination shall remain immediately due and payable in accordance with this Agreement.

Following termination or expiry of this Agreement, Antare will, after thirty (30) days, securely delete all Customer Data held by Antare on Customer's behalf, except where retention is required by applicable law. At Customer's written request made before deletion, Antare will provide a digital copy of such Customer Data.

Antare's procedures and timelines for the return and deletion of Customer Data are set out in the DPA.

Each party shall: (a) treat as confidential, and shall not disclose, any Confidential Information of the other party other than to its employees, affiliates, contractors, consultants or advisors (each, a "Representative") who have a bona fide need to know such Confidential Information, provided that (i) such Representatives are bound by legally enforceable obligations consistent with and at least as restrictive as the provisions of this section and (ii) the receiving party shall be responsible for any breach by its Representatives; (b) use the same degree of care to protect the other party's Confidential Information as it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care; and (c) use the other party's Confidential Information only for the purposes described in this Agreement.

Confidential Information shall not include: (i) any information that is or becomes generally available to the public; (ii) any information received by the receiving party (without restriction on use or disclosure) from sources other than the disclosing party or its Representatives; (iii) any information that is independently developed by the receiving party without use of or reference to Confidential Information of the other party; or (iv) any information that was in the receiving party's possession (without restriction on use or disclosure) prior to the time of its disclosure by or on behalf of the disclosing party.

Notwithstanding the foregoing, either party may disclose Confidential Information of the other party to any regulatory agency or court of competent jurisdiction if and to the extent: (i) approved by the other party in advance and in writing; or (ii) required to comply with applicable law, regulatory agency, or court order, provided that such party provides prompt prior written notice of such required disclosure to the other party (to the extent legally permitted) and reasonably cooperates with the other party (at such other party's cost and expense) to limit the extent of such disclosure.

Each party represents and warrants to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement. In addition, Customer represents, warrants, and covenants to Antare that Customer's use of the Subscription Services will not violate any applicable laws, including copyright or trademark laws, export control laws, or regulations in its jurisdiction.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. ANTARE DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR FRAUDULENT MISREPRESENTATION.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

EXCEPT AS PROVIDED BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO ANTARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

NOTWITHSTANDING THE GENERAL CAP, EACH PARTY'S LIABILITY FOR (A) BREACH OF ITS DATA PROTECTION OBLIGATIONS UNDER THIS AGREEMENT AND THE DPA, AND (B) INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WILL NOT EXCEED THE FEES ACTUALLY PAID TO ANTARE DURING THE TWENTY-FOUR (24) MONTHS PRECEDING THE CLAIM.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (A) LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW; (B) FRAUD OR WILFUL MISCONDUCT; OR (C) CUSTOMER'S OBLIGATION TO PAY FEES DUE.

Customer shall indemnify, defend, and hold harmless Antare and its officers, directors, employees, and agents from and against any and all third-party claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys' fees and legal costs, reimbursed as incurred) arising from or relating to: (i) any actual or alleged injuries (including death) or property damage relating to Customer's or its users' use or misuse of the Service; (ii) Customer's breach of the Acceptable Use section; or (iii) Customer's violation or alleged violation of any laws or regulations relating to use or misuse of the Subscription Services by any person.

Antare shall indemnify, defend, and hold harmless Customer from and against any and all third-party claims that the Service, as provided by Antare and used by Customer in accordance with this Agreement, infringes any patent, copyright, trademark, or trade secret of a third party (each, an "IP Claim"). Antare's obligation does not apply to the extent the IP Claim arises from: (i) modification of the Subscription Services by anyone other than Antare; (ii) combination of the Subscription Services with materials or services not provided by Antare, where the IP Claim would not have arisen but for such combination; (iii) Customer's use of the Subscription Services in violation of this Agreement; or (iv) Customer Data.

If the Subscription Services become, or in Antare's reasonable opinion is likely to become, subject to an IP Claim, Antare may at its option and expense (a) modify the Subscription Services to be non-infringing, (b) procure for Customer the right to continue using the Service, or (c) terminate the affected portion of the Subscription Services and refund any prepaid fees for the unused portion of the Term. This Section states each party's sole liability and the other party's exclusive remedy with respect to any IP Claim.

The party seeking indemnification ("Indemnified Party") shall: (i) promptly give the indemnifying party ("Indemnifying Party") written notice of the claim; (ii) give the Indemnifying Party sole control of the defense and settlement of the claim, provided that any settlement that imposes obligations on, or admits liability of, the Indemnified Party requires the Indemnified Party's prior written consent (not to be unreasonably withheld); and (iii) provide reasonable assistance at the Indemnifying Party's expense.

Customer retains all right, title, and interest in and to Customer Data, including Customer Footage. Customer has sole responsibility for the content, accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for the legal basis for Antare's processing of any Personal Data on Customer's behalf. Antare and its hosting service providers may access, use, transmit, modify, and copy Customer Data solely as necessary to provide the Subscription Services or as expressly set forth in this Agreement and the DPA.

Customer grants Antare a non-exclusive, worldwide, royalty-free license to use Customer Data to improve Antare's services. Antare will not publicly disclose Customer Data except in aggregated, anonymized, or de-identified form that does not reasonably identify Customer or any individual.

The extent of data use for this purpose shall be detailed in the DPA.

Customer may opt out of this use by written notice to Antare at any time, effective upon Antare's receipt of such notice; provided, however, that such opt-out may limit or disable certain AI-powered features or enhancements of the Service.

Antare's sub-processors providing AI services (including, where applicable, OpenAI, AssemblyAI, and Google for image and video analysis services) are contractually prohibited from using Customer Data to train their own models.

Antare may use anonymized and aggregated Customer Data for analytics, benchmarking, service improvement, reporting, product development, and other internal business purposes, provided such data cannot reasonably identify Customer or any individual.

Customer warrants and agrees that:

(a) Customer data protection obligations. Customer is the controller of Customer Data, including Customer Footage, and shall comply with its obligations under applicable Data Protection Laws in respect of the Service, including without limitation: (i) establishing and maintaining a lawful basis for the processing of Customer Data as described in the DPA; (ii) providing all required transparency information to data subjects; (iii) conducting any required data protection impact assessment; and (iv) ensuring its instructions to Antare are lawful. The parties’ respective obligations in relation to Antare’s Processing of Customer Footage on Customer’s behalf are set out in the DPA.

(b) Jurisdictional compliance. Customer is responsible for ensuring that all use of Antare Devices complies with the recording, surveillance, and data-protection laws of the jurisdictions in which they are deployed — including without limitation two-party consent jurisdictions, restrictions in healthcare and educational settings, and any restrictions applicable to public-sector deployments.

(c) No discriminatory or prohibited automated decisions. Customer will not use AI-derived outputs of the Subscription Services to: (i) make automated decisions producing legal or similarly significant effects on individuals based on protected characteristics, including race, ethnicity, religion, sex, sexual orientation, disability, or age, in violation of applicable anti-discrimination law; (ii) infer the emotional state of natural persons in workplace or educational settings, except for narrow medical or safety purposes permitted by law; or (iii) categorise individuals by race, political opinion, religious or philosophical belief, sexual orientation, or trade-union membership.

(d) Notice obligations. Customer is responsible for providing any notices or obtaining any consents required of the controller under applicable law in relation to footage subjects.

(e) Restricted uses. Customer will not use the Service: (i) for unlawful surveillance, harassment, or discrimination; (ii) to record in any location or context where recording is prohibited by law; (iii) to circumvent or interfere with any third party’s rights or legal protections; or (iv) to train or improve any AI system or model other than as expressly permitted under this Agreement.

(f) Export and sanctions. Customer will comply with all applicable EU, UK, and US export-control laws and economic sanctions in connection with the Subscription Services, including with respect to the location of Customer’s users and the persons or entities to whom Subscription Services outputs are disclosed.

(g) Workplace and continuous-monitoring deployment. Where Customer deploys Antare Devices in workplaces or other settings involving continuous monitoring of employees, contractors, or others in an employment context, Customer is responsible for compliance with applicable workplace surveillance, monitoring, and employment laws — including (where applicable) the UK Information Commissioner’s Employment Practices Code, consultation with works councils and employee representatives, posting of appropriate notices and signage, and conducting any required impact assessments before deployment.

(h) Customer indemnity. Customer indemnifies Antare for any third-party claim arising from Customer’s breach of this Acceptable Use section, in accordance with the Indemnification provisions of this Agreement.

Antare will implement appropriate technical and organizational measures designed for the protection of the security and confidentiality of Customer Data resident in the Subscription Services against accidental or unlawful loss, access, or disclosure. Antare’s hosting service providers will implement appropriate technical and organizational measures for the protection of the security and confidentiality of Customer Data resident on such service providers’ systems. Customer shall use commercially reasonable efforts to prevent unauthorized access to and use of the Subscription Services and shall promptly notify Antare of any such unauthorized access.

In the event of a personal data breach affecting Customer Data, Antare will notify Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach, in accordance with the DPA. Antare’s notification will include the information required under applicable data protection law to the extent then known and will be updated as further information becomes available.

Antare will, on Customer’s reasonable written request and no more than once per calendar year (except where required by applicable law or regulator), make available to Customer Antare’s then-current SOC 2 Type II report (or, prior to SOC 2 Type II issuance, Antare’s then-current ISO 27001 certification status and any available audit reports), and respond to reasonable inquiries necessary to demonstrate compliance with Antare’s obligations under this Agreement and the DPA. The Parties’ respective audit obligations and procedures with respect to Personal Data are further set out in the DPA.

To the extent Antare processes Personal Data on behalf of Customer in providing the Service, such processing is governed by the Data Processing Agreement attached as Exhibit A.

Where Personal Data originating in the European Economic Area, the United Kingdom, or Switzerland is transferred to a jurisdiction without an adequacy decision, the Parties shall rely on the transfer mechanisms set out in the DPA, including (at Antare’s option) the European Commission’s Standard Contractual Clauses, the UK International Data Transfer Agreement (IDTA) or the UK Addendum to the EU SCCs, or applicable Data Privacy Framework certifications.

The Parties acknowledge that the Subscription Services may include components classified as a high-risk AI system under the EU AI Act. Where the EU AI Act applies, Antare acts as the provider of the high-risk AI system and Customer acts as the deployer. The Parties will cooperate in good faith to comply with their respective obligations under the EU AI Act, including with respect to logging, human oversight, technical documentation, transparency, and incident reporting. Specific processes are set out in the DPA and applicable Antare technical documentation.

Except for payment obligations, neither party will be liable for, or be considered to be in breach of, this Agreement on account of any delay or failure to perform as a result of any cause or condition beyond such party’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, epidemic, pandemic, Internet failure or delay, or denial of service attack. The affected party shall use commercially reasonable efforts to avoid or remove such cause of non-performance or delay.

If Customer is located inside the Americas, the Antare contracting party is Antare Technology, Inc., with offices at 1177 Avenue of the Americas, New York, NY 10036, USA, and all matters relating to or arising out of this Agreement are governed by the laws of the State of Delaware.

If Customer is located outside of the Americas, the Antare contracting party is Antare Technology Limited, with offices at 7 Bell Yard, London, WC2A 2JR, UK, and all matters relating to or arising out of this Agreement are governed by the laws of England and Wales.

(a) Order of Precedence. In the event of conflict between this Agreement and any other document, this Agreement controls unless the other document expressly amends a specific provision of this Agreement. The DPA controls in respect of matters relating to the processing of Personal Data.

(b) Notices. Notices regarding data protection matters must be addressed to dpo@antare.com. All other Notices to Antare must be addressed to legal@antare.com.

(c) Assignment. Customer may not assign this Agreement or any of its rights or obligations without Antare’s prior written consent. Antare may assign this Agreement, in whole or in part, to an affiliate or in connection with any merger, acquisition, sale of substantially all of its assets, or other corporate transaction, on written notice to Customer.

(d) Survival. Termination or expiry of this Agreement shall not affect any provision which by its nature is intended to survive termination or expiry, including without limitation provisions relating to payment obligations, ownership, intellectual property, confidentiality, limitation of liability, indemnification, data protection, governing law and dispute resolution.

(e) Entire Agreement; Amendment. This Agreement (including, the DPA, and any other documents incorporated by reference) constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements relating to its subject matter. Amendments must be in writing and signed by both Parties.

(f) Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the extent necessary to make it enforceable while preserving the Parties’ original intent.

(g) Waiver. No waiver of any provision of this Agreement is effective unless in writing, and no waiver constitutes a continuing waiver.