Software License and Hardware Purchase Agreement
Last Updated: August 1, 2023

This Software License and Hardware Purchase Agreement (this “Agreement”) is entered into by and between you (“you” or “your”) SOBR Safe, Inc., a Delaware corporation (“SOBR,” “we,” or “us”)

BY ACCESSING OR USING THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE; (B) ACCEPT THE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEIR TERMS; AND (C) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND, IF ENTERING INTO THE AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions. Whenever used in the Agreement, the following terms will have the following specified meanings:
   1. “Account” means an account established by you as an Administrator in connection with the purchase of the Product and Software, under which you may use and register Users to use the Product and Software.
   2. “App” means the SOBRsure mobile application available for download from the Apple App Store and Google Play.
   3. “Confidential Information” means all non-public, confidential, or proprietary information, including, but not limited to, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by either party, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement (“Confidential Information”). Without limiting the foregoing, any data, source code, or other information relating to the design, architecture, specifications, features, functions, performance, operation and other characteristics of the Products and Software is Confidential Information of SOBR and any you Data is Confidential Information of you. Notwithstanding the foregoing, “Confidential Information” does not include information that: (a) is or becomes generally available to the public other than as a result of the receiving party’s breach of this Agreement; (b) is or becomes available to the receiving party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such information; (c) was in the receiving party’s possession prior to the disclosing party’s disclosure hereunder; or (d) was or is independently developed by the receiving party without using any Confidential Information.
   4. “Documentation” means any user manuals, technical manuals, specifications, hardware configurations, and other documentation relating to the Products and Software made available by SOBR under this Agreement.
   5. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
   6. “Person” means an individual, corporation, partnership, trust, governmental organization, or other legal entity.
   7. “Product” means the SOBRsure™ wearable alcohol monitoring product.
   8. “SOBR Intellectual Property” means all patents, trademarks, copyrights, internet domain names, websites, designs, software (including any underlying source code), data, databases, documentation, manuals, trade secrets, and other intellectual property owned or otherwise developed by SOBR, and all rights, interests, and protections associated therewith, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction.
   9. “Software” means the scalable, patent-pending SOBRsafe™ software platform for non-invasive alcohol detection and identity verification.
   10. “Update” means any revision, update, correction, enhancement, or other modification of the Software necessary to ensure that the Software continues to operate.
   11. “Users” means the individual, natural persons who have registered under the Account as an Administrator or authorized user of the Product and Software.
   12. “User Data” means any data belonging to a User that is stored, made available through, or otherwise used or accessed by the Services; provided, however, that User Data does not include any non-personally identifiable information, or aggregated, anonymized data that is generated by the Services using the User Data.
2. Product Purchase.
   1. Product Purchase. You agree to purchase the Products set forth in the purchase order executed in connection herewith. Unless expressly agreed to by the parties in writing, SOBR shall select the method of shipment of and the carrier for the Products. SOBR shall deliver the Products to the address specified in the purchase order, using SOBR’s standard methods for packaging and shipping the Products. Delivery is made FOB SOBR’s warehouse. Any time quoted by SOBR for delivery is an estimate only. SOBR is not liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver, or delay in delivery.
   2. Product Registration. Prior to using the Product and the Software, you shall register each purchased Product and the designated User of the Product through the App.
3. License.
   1. Grant to you. Subject to the terms and conditions of this Agreement, SOBR hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to: (a) use the Software; and (b) use and make a reasonable number of copies of the Documentation solely in connection with your use of the Product and Software.
   2. Updates. SOBR may from time to time provide Updates to the Software, which shall be available at no additional charge. Updates will automatically be pushed to you, and you acknowledge that the Software or portions thereof may not properly operate should you fail to download or install the Updates. SOBR shall not be held liable for any data loss, product malfunction, or other errors caused by your failure to download or install Updates. The parties further agree that Updates will be deemed part of the Software and will be subject to all terms and conditions of the Agreement.
   3. General Restrictions and Limitations. You shall not, and shall not permit any User to, use the Product, Software, or Documentation for any purposes beyond the scope of access granted under the Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly set forth in this Agreement, you may not, and may not allow any User to: (a) rent, sell, sublicense, assign, publish, transfer, or otherwise make available to any Person the Products, Software, or Documentation; (b) copy, modify, or create derivative works or improvements of the Products, Software, or Documentation, in whole or in part; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or Products or any part thereof; (d) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to the Products, Software, or Documentation; or (e) use the Products, Software, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
   4. Reservation of Rights. SOBR reserves all rights not expressly granted to you under this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any rights in the SOBR Intellectual Property or any other right, title, or interest in or to the Products, Software, or Documentation.
   5. Software Interruption. Under no circumstance shall SOBR be deemed to have breached this Agreement in the event of any Software disruption: (a) continuing for less than two hours; (b) caused by you, including your failure to pay fees and charges when due; or (c) resulting from routine maintenance.
4. Your Responsibilities and Obligations.
   1. Grant to SOBR. Subject to the terms and conditions of this Agreement, you hereby grants to SOBR a limited, non-transferable, non-sublicensable, non-exclusive license during the term to collect and process User Data for purposes of providing Product and Software functionalities.
   2. General. You are responsible and liable for all uses of the Product, Software, and Documentation resulting from access provided by SOBR, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you.
   3. Accuracy of User Data. You acknowledge that SOBR shall not be responsible for the accuracy, maintenance or use of any User Data you provide.
   4. Compliance with SOBR Policies. You shall comply with the SOBR Safe, Inc. Privacy Policy [insert link to privacy policy].
5. Fees and Payment.
   1. Product Purchase Price. You shall purchase the Products from SOBR at the prices set forth in the purchase order (the “Purchase Price”). You shall be responsible for all shipping charges and insurance costs. SOBR shall issue an invoice to you for the Purchase Price and all shipping charges and insurance costs due and owing under this Agreement on or any time after the delivery of the Products.
   2. License Fees. you shall pay SOBR the license fees (“License Fees”) set forth in the purchase order. SOBR shall issue a monthly invoice in advance for the License Fees owed for the applicable month.
   3. Taxes; Charges. All Purchase Prices and License Fees are exclusive of, and you are solely responsible for and shall pay all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you hereunder.
   4. Due Date; Overdue Charges. You shall pay all invoiced amounts due to SOBR within 30 days from the date of invoice. If you fail to make any payment when due, in addition to all other rights and remedies that may be available to SOBR: (a) SOBR may charge interest on the past due amount at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) SOBR may suspend your access to the Software until all past due amounts and interest thereof have been paid in full.
   5. Payment Method; Billing Information. All payments hereunder shall be in US dollars and made by credit card or electronic transfer. you shall be responsible for providing complete and accurate billing and contact information to SOBR and notifying SOBR of any changes to such information.
   6. Changes in Fees. SOBR reserves the right to modify the Purchase Price and License Fees periodically, provided that SOBR shall give you at least thirty days written notice prior to any increase in fees or charges, and you may terminate this Agreement if you do not wish to agree to such modification before such modification becomes effective.
6. Term and Termination.
   1. Term. This Agreement shall commence upon the execution of the purchase order and shall continue for a term of one year from the Effective Date (the “Initial Term”) unless earlier terminated pursuant to this Section 6. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of nonrenewal at least 60 days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
   2. Termination. Either party may terminate this Agreement, effective on written notice to the other party, if: (a) the other party breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 15 days after the non-breaching party provides the breaching party with written notice of such breach; or (b) the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   3. Effect of Termination. Upon termination of this Agreement:
      1. The license granted pursuant to Section 3.1 will immediately terminate and your right to access or use the Software, Documentation, and SOBR Intellectual Property will terminate;
      2. You shall promptly destroy or return to SOBR any Documentation and Confidential Information of SOBR in the possession or control of you; and
      3. SOBR shall promptly destroy or return to you any of your Confidential Information in the possession or control of SOBR.
   4. Survival. Any and all liabilities accrued prior to the effective date of the termination, and the parties’ respective rights and obligations under Sections 7 and 9 of this Agreement will survive termination or expiration of this Agreement.
7. Ownership; Confidentiality.
   1. Ownership. You expressly acknowledge that the Software, Documentation, Confidential Information of SOBR, and SOBR Intellectual Property are exclusively owned by SOBR. No title to or ownership of any Software, Documentation, Confidential Information of SOBR, or SOBR Intellectual Property, is transferred to you, any User, or any other Person under this Agreement. Without limiting the generality of the foregoing, SOBR reserves all rights in and to the Software, Documentation, Confidential Information of SOBR, and SOBR Intellectual Property. SOBR expressly acknowledges that User Data and your Confidential Information, and any rights relating thereto are exclusively owned by you. No title to, or ownership of any User Data or your Confidential Information, or any rights associated therewith, is transferred to SOBR or any other Person under this Agreement.
   2. Collection and Use of Information. You acknowledge that SOBR may collect and store information regarding use of the Software and Products. You agree that SOBR may use such information for any purpose related to any use of the Software or Products by you, including but not limited to: (a) improving the performance of the Software and Products or developing Updates; and (b) verifying your compliance with the terms of the Agreement and enforcing SOBR’s rights in and to the Software, Products, and Documentation.
   3. Non-Disclosure of Confidential Information. Neither party may disclose any Confidential Information of the other party to any Person without the prior written consent of the disclosing party. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (a) to exercise or perform its rights or obligations under the Agreement; (b) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (c) to establish a party’s rights under the Agreement, including to make required court filings.
   4. Protection of Confidential Information. Each party shall implement and maintain security measures reasonably sufficient to protect the other party’s Confidential Information from unauthorized access or disclosure. If either party becomes aware of any unauthorized access of the other party’s Confidential Information, it shall promptly notify the other party of such unauthorized access or disclosure, and take all steps reasonably necessary to terminate such unauthorized access or disclosure.
   5. Software Audit Rights. SOBR may, at its own expense, periodically inspect and audit your use of the Software and Products pursuant to this Agreement. If an audit by SOBR discloses that you used the Software or Products in excess of the usage paid pursuant to the purchase order, SOBR will provide an invoice to you charging you for the additional usage.
8. Limited Warranties.
   1. Warranty. If SOBR receives notice from you of a defect in or a nonconformity of a Product within one year of delivery of the Product, SOBR shall replace such Product with a new Product and such replacement shall be SOBR’s sole obligation, and your sole remedy, hereunder. The determination of whether a Product is defective or non-conforming shall be made by SOBR, in its sole and reasonable discretion. A defective or non-conforming Product may only be returned by you to SOBR upon the prior written approval of SOBR. Shipping costs of defective or non-conforming Products to and from you shall be borne by SOBR. All claims by you in accordance with the foregoing warranty shall be made to SOBR, in writing, and shall include (1) the serial or lot number of the Product, (2) the date such Product was purchased by you and delivered to a Customer and (3) a reasonably detailed description of the alleged Product defect or non-conformity.
   2. Limitation. The warranties in Section 8.1 shall not apply to: (i) Products that have been modified or altered in any manner by anyone other than SOBR, (ii) Products that have been used in any manner other than for the Product’s intended use, or (iii) defects caused: (a) through no fault of SOBR during shipment or other transportation to you; (b) by the use or operation in an application or environment other than that recommended in the Product documentation or by SOBR; or (c) by accident, negligence (other than by SOBR), misuse, other than normal electrical or physical stress, or causes other than normal use.
   3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SOBR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SALE AND DISTRIBUTION OF THE PRODUCTS, THE LICENSE OF THE SOFTWARE, OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY.
9. Limitation of Liability and Indemnification.
   1. No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOBR, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, OR OTHER THIRD PARTY PARTNERS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SOBR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   2. Limitation of Liability. THE MAXIMUM AGGREGATE LIABILITY OF SOBR, ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, AND THIRD PARTY PARTNERS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL FEES PAID BY YOU UNDER THIS AGREEMENT FOR THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.
   3. Indemnification by You. You agree to indemnify, defend, and hold harmless SOBR against any third party claim, demand, suit or proceeding made or brought against SOBR alleging or arising out of: (a) a breach of this Agreement by you or any User; (b) any negligent or more culpable act or omission of you or any User; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable act or omission of you or any User; or (d) any failure by you or any User to comply with any applicable federal, state, or local laws, regulations, or codes (a “Claim”), and shall indemnify SOBR for any damages, attorney fees and costs finally awarded against SOBR as a result of, or for any amounts paid by SOBR under a court-approved settlement of, a Claim.
10. General.
    1. Compliance with Laws. Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction.
    2. Notices. Any notice required or permitted by this Agreement shall be made in writing and shall be sent by registered or certified mail, return receipt requested, or by commercial carrier or nationally recognized overnight delivery service, in each case postage prepaid, or by e-mail, to the address set forth in your Account. Either party may from time to time change its address by giving the other party notice of the change in accordance with this Section 10.2.
    3. Assignment. You may not assign or sublicense (voluntarily, involuntarily, by operation of law or otherwise) this Agreement without the prior written consent of SOBR. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns.
    4. Governing Law. This Agreement shall be governed by and construed under the internal laws of the State of Colorado, without reference to principles of conflict of laws or choice of laws. The parties hereby consent and submit to the exclusive jurisdiction of the federal and state courts located in the Denver, Colorado metropolitan area.
    5. Entire Agreement. This Agreement, together with the purchase order, the Terms of Service [link to terms of service], and any exhibits or attachments hereto, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior and contemporaneous discussions and negotiations, whether oral or written, between them.
    6. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.
    7. Amendments. SOBR has the right, in its sole discretion, to amend these Terms from time to time, and the amended Terms becomes effective on posting. Notwithstanding Section 10.2, SOBR may notify you of amendments to these Terms by posting a notification to the following webpage: [Link to Terms of Service URL]. You are responsible for reviewing any such amendments, and your continued use of the Product and Software after the effective date of the amendments will be deemed acceptance of the amended terms.