This User Agreement (“Agreement”) is made and entered into immediately upon acceptance of its terms and conditions by you, or immediately upon your use of Services, as defined herein, and is between you and Titan Secure, Inc., a Delaware corporation (“Titan”).

This Agreement contains the terms and conditions which apply to the equipment you are using, whether obtained from Titan, a Channel Partner, agent or from any entity acquired by Titan and upon which Titan will provide or has provided to you the Services, as defined below, respecting such Equipment. You agree that this Agreement governs any dispute related to the Equipment or Services even if such dispute arose prior to this Agreement.

FROM TIME TO TIME TITAN WILL UPDATE THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU MAY ACCEPT THE NEW TERMS AND CONDITIONS TO CONTINUE USING PRODUCTS FROM TITAN AND USING THE SERVICES. IF YOU ELECT NOT TO ACCEPT THE NEW TERMS AND CONDITIONS, THEN TITAN MAY, IN ITS SOLE DISCRETION, IMMEDIATELY TERMINATE THIS AGREEMENT, DISCONTINUE PROVIDING THE SERVICES, AND REFUND TO YOU THE AMOUNT OF MONEY THAT YOU HAVE PREPAID FOR SERVICES THAT YOU HAVE NOT RECEIVED ON THE DATE YOU ELECT NOT TO ACCEPT THE NEW TERMS AND CONDITIONS.

1. INTRODUCTION

1.1 Titan is a provider of advanced anti-theft solutions, specializing in the development of state-of-the-art hardware devices with telematics and data-driven software services to provide its customers with vehicle safety using modern telecoms protocols to monitor the customer’s vehicles actively and allow mechanical, technological & electronic (via the remote control device and/or the app (cloud)) securing of that vehicle by disabling the engine and thereby preventing unauthorized movement of the vehicle. In addition, we offer live Incident alerts, track services, and our equipment has tampering alerts and anti-signal jamming technologies, as well as calling for Assistance from our Channel Partners such as vehicle dealerships, amongst others.

1.2 When a customer signs up for Titan’s vehicle safety solutions it enters into this Agreement with Titan, and Titan provides the customer with its Equipment and Services, allowing the Customer or Titan to secure the vehicle via the mobile application, the cloud or your Titan remote control device, subject to this Agreement.

2. DEFINITION OF TERMS

n this Agreement, unless clearly inconsistent with or otherwise indicated by the context, the following capitalized terms have the meanings assigned to them hereunder:

2.1 “Account” means the account created on the Titan Platform by you, including your name and surname, identity number, email address and cell phone number and Vehicle details plus your selected Account password allocated to you, and any Payment Method associated with that Account;

2.2 “Assistance” means assistance rendered to you by Titan or our Channel Partners, which will be Charged to your Account;

2.3 “Channel Partners” means Titan partners assisting it in delivering the Titan Solution, or rendering Services to you;

2.4 “Charge” or “Charged” means any amount charged by Titan to you (i) for the provision of the Titan Solution, such as, amongst others, the Service Fee and other Charges you have agreed to pay, (ii) for Titan or its Channel Partners rendering Assistance to you or (iii) for Equipment or the repair, maintenance or replacement thereof;

2.5 “Commencement Date” means the date from which the Equipment is installed on your Vehicle, as contemplated herein;

2.6 “Customer” means you as the customer, an individual (not a legal entity), of Titan who entered into this Agreement with Titan and has been Registered as contemplated herein;

2.7 “Driver” means the Vehicle driver Registered by you as the primary driver;

2.8 “Environment” means Titan’s existing or proposed software (including, without limitation, operating-, environmental-, application-, and database software and interfaces between same) and network (including without limitation, LAN’s, WAN’s, VPN’s, servers, hubs, routers, operating software, environmental software, application software and connectivity — both cable and wireless connectivity- between all of the same), Satellite/GPS and GSM/LTE networks, systems and set up and data formats and the Equipment firmware;

2.9 “Equipment” means the following equipment containing Titan’s Environment:

2.9.1 TITAN Secure hardware device installed by us on your Vehicle, and

2.9.2 Titan Remote control devices two (2), which is our Bluetooth remote controldevice that allows the Customer to engage the TITAN Secure on their Vehicle;

Titan retains ownership of the Equipment until the expiration and payment in full of the Subscription.

2.10 “Incident” means theft, hijacking or an attempt to hijack or steal or unauthorized removal of your Vehicle, tampering with our Equipment, or unauthorized movement of the Vehicle outside the borders of the Service Region;

2.11 “Payment Account” is the bank account where Titan receives the Service Fees from the Customer;

2.12 “Payment Gateway” means a third-party payment processor used by Titan to facilitate payment of the Service Fee and other Charges;

2.13 “Payment Method” means your method of payment used to pay the amount(s) Charged under this Agreement, such as credit card or debit card payments facilitated via the Payment Gateway;

2.14 “Platform” means Titan’s digital and/or electronic Platforms, hosted on our Website and/or our software applications for Smart Devices (used by customers on their Smart Devices) which displays the monitoring of the Vehicle(s) and accessed by you, us and our Channel Partners to render the Service or Assistance to customers;

2.15 “Policies” means Titan Policies applicable to customers from time to time, which are available on request from Titan, and shall include applicable Channel Partner’s terms or policies;

2.16 “Registered” or “Registration” means your and Driver’s registration on Titan’s Platform which is subject to accurate, comprehensive, and up-to-date completion of the online registration profile by you (or by our call center agents on your behalf) and approval and verification of you and your Driver by Titan in terms of the applicable Policies from (time to time) and installation of our Equipment on your Vehicle(s), which Registration and approvals remain in the sole and unfettered discretion of Titan, throughout the term of this Agreement;

2.17 “Service” means the services offered to you for the use of the Titan Solution by Titan and its Channel Partners, as described in Section1.1, under Titan’s various Subscription plans;

2.18 “Service Fee” means the Service Fee payable by you each month for the use of the Titan Solution, based on one of Titan’s Subscription offerings, as posted on Titan’s Website;

2.19 “Service Region(s)” means the region(s) in which the Titan Solution is intended to be used which is the continental United States where cellar service is available(Services may be available throughout North America but are not guaranteed);

2.20 “Smart Device” means any computer, mobile phone, tablet and other smart electronic device system used by you to run Titan’s Platform;

2.21 “Subscription” means your selected subscription Service for the use of Titan’s Equipment and Services, which subscription options are posted on Titan’s Website, and which are subject to this Agreement;

2.22 “Titan Solution” means the Titan Platform, Environment, Services and Equipment used in or in conjunction with your Vehicle;

2.23 “Vehicle” means your Vehicle Registered with Titan;

2.24 “Website” means Titan’s website(s) www.titan-secure.com, and includes any page thereon, or other website pages referenced therein, and is used subject to the Websites Terms;

2.25 “Website Terms” means the Website terms and conditions as posted on the Website, which is incorporated in this Agreement by reference and which forms part of this Agreement.

2.26 In this Agreement

2.26.1 section headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

2.26.2 words importing the singular shall include the plural and vice versa;

2.26.3 words importing natural persons includes legal persons and partnerships and vice versa;

2.26.4 words importing one gender include the other gender;

2.26.5 where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

2.26.6 a party includes a reference to that Party’s successors in title and assigns allowed at law; and

2.26.7 a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last-mentioned clauses.

2.27 Any reference in this Agreement to

2.27.1 “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon Eastern Standard Time;

2.27.2 “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or federal holiday;

2.27.3 “laws” means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning;

2.27.4 “person” means any person, company, limited liability company, corporation, trust, partnership or other entity whether or not having separate legal personality;

2.27.5 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it;

2.27.6 Any substantive provision, conferring rights or imposing obligations on Titan or you and appearing in any of the definitions in this Section or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

2.27.7 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

2.27.8 Unless otherwise provided, defined terms appearing in this Agreement with the first letter capitalized are given their meaning as defined, while the same terms appearing in lower case are interpreted in accordance with their plain English meaning.

2.27.9 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

2.27.10 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

2.27.11 Except to the extent that any provision of this Agreement expressly provides otherwise, if the only day or the last day for the exercise of any right, the performance of any obligation or taking (or procuring the taking of) any action in terms of any provision of this Agreement falls on a day which is not a business day, such right shall be capable of being exercised, or such obligation performed or action taken on the immediately succeeding business day.

2.27.12 The rule of construction that this Agreement shall be interpreted against the party responsible for the drafting of this Agreement, shall not apply.

2.27.13 There are no third party beneficiaries to this Agreement.

2.27.14 In this Agreement, the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

3. THE AGREEMENT

3.1 By Registering an Account on Titan’s Platform, you agree to:

3.1.1 pay the Service Fee to Titan, from the date of installation of Titan’s Equipment in your Vehicle, for the duration of your Subscription period (as posted on our Website) without deduction or setoff; and

3.1.2 pay for the Installation Charges and Equipment installed in your Vehicle, if you elect to terminate this Agreement before the end of your elected Subscription Period (as set out in Section 4 below); and

3.1.3 pay for annual maintenance of the Equipment and parts at Titan’s standard rate applicable from time to time; and

3.1.4 provide Titan with a debit order authorization on the Customer’s Account, meaning providing a Payment Method acceptable to Titan must be provided; and

3.1.5 not enter into any agreement that conflicts with this Agreement or is aimed at narrowing or expanding Titan’s and/or Titan’s Channel Partners’ rights and obligations under this Agreement; and

3.1.6 the collection of data and usage information from you and the Equipment on your Vehicle, subject to Titan’s Privacy Policy (Section 12 of the Website Terms): and

3.1.7 review and be familiar with Titan’s Privacy Policy which is incorporated into this Agreement by reference.

3.2 You represent that you or the Driver’s use of the Vehicle and Titan’s Services will always comply with applicable laws, regulations, and rules, and Titan’s Policies. Titan will have no liability arising from or relating to your or the Driver’s unlawful or illegal use of the Vehicle, the Services or use of the Vehicle outside of the Service Region, or in breach of a material term of this Agreement, or as a consequence of providing the Services (including Assistance) to you.

3.3 The Equipment must be installed within thirty (30) days of purchasing the Equipment from Titan or a Channel Partner. No refunds are given for Equipment not installed within the time period required in this Section.

4. PAYMENT TERMS & CANCELLATION

4.1 You shall pay Titan the Service Fees monthly to the Payment Account based on your selected Subscription and Payment Method.

4.2 The Service Charge will escalate annually on the anniversary date of your Commencement Date, and we will communicate this increase to you in advance.

4.3 Refunds of Service Fees are not offered, but you may terminate this Agreement as stated in Section 7.

4.4 Refunds: You are not eligible for a refund where the Equipment or Titan Solution is proven to be defective. Titan will replace the Equipment in these cases at its cost. You are strictly prohibited from removing, tampering with, or altering Titan’s Equipment or the wiring associated with the Equipment for your Vehicle for any reason.

4.5 If you choose to terminate this Agreement during the Subscription Period (meaning early termination) or commit a material breach of this Agreement, you will be subject to payment of a reasonable premature Cancellation Charge, determined by Titan, and you will have to pay all outstanding amounts in respect of the Services and/or Assistance rendered to you at that time, plus you hereby irrevocably agree to:

4.5.1 reimburse Titan for the Equipment and Titan’s de-installation or removal Charges at a fixed fee of $250(“Cancellation Charge”);

4.5.2 Allow a Titan authorized representative to remove the Equipment and return it to us at your cost without delay, in good
condition, fair wear and tear excluded. If you do not return the Equipment you agree to pay the market value of the Equipment as determined by Titan in its sole discretion.

4.6 In addition, notwithstanding any other provision of this Agreement, and to the extent permitted by applicable law, Titan reserves the right to seek reimbursement from you, and you will reimburse Titan, if: (i) there is fraud or criminal activity associated with the use of the Equipment, Services or your Vehicle; (ii) Titan receives any chargeback from the Payment Method used by you, despite the provision of the Services in accordance with the terms and conditions of this Agreement (iii) Titan receives a Dispute from you subject to the dispute resolution processes you agreed to in the Website Terms.

4.7 You agree that Titan has the right to obtain such reimbursement by instructing the Payment Gateway to Charge the applicable Payment Method for any Charge owing on your Account, to your Payment Method or by obtaining reimbursement from you by any other lawful means. If Titan is unable to obtain such reimbursement, Titan may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Platform and the Services, in which event Titan will notify you on your Account (on the Platform), without any liability to Titan.

4.8 If Titan is unable to obtain such reimbursement, Titan may, in addition to any other remedies available under applicable law, take the steps under Section 16 (Default).

4.9 You shall repay to Titan on demand all costs which Titan incurs as a result of your failure to comply with this Agreement or any early termination of your Subscription, which may include:

4.9.1 costs in connection with tracing you and/or the Vehicle or our Equipment, including

4.9.2 all associated legal fees;

4.9.3 collection commission that may legally be recovered from you by Titan’s attorneys or collection agents on amounts collected;

4.9.4 the costs incurred in obtaining possession of the Vehicle or our Equipment, as well as the cost relating to the valuation, removal, transport, repair, maintenance and storage thereof.

4.10 By providing Payment Method information through the Platform and authorizing payments with the Payment Method you represent that:

4.10.1 You are legally authorized to provide such information;

4.10.2 You are legally authorized to make payments using the Payment Method(s);

4.10.3 You are an employee or agent of a company or person that owns the Payment Method, that you are authorized by the company or person to use the Payment Method to make payments on the Platforms; and

4.10.4 such actions do not violate Titan’s Policies or the terms and conditions applicable to your use of such Payment Method(s) or applicable law.

4.11 When you authorize a payment using a Payment Method via the Platform, you represent that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or any other agreement with Titan cannot be collected from your Payment Method(s), you are solely responsible for paying such amounts by other means.

5. NO RETURN OF FUNDS AND NO CHARGEBACKS

5.1 You acknowledge and agree that:

5.1.1 Titan will charge or debit your designated Payment Method for the monthly Service Fee and that such charge or debit is non-refundable, except as otherwise required by applicable law;

5.1.2 This Agreement provides a dispute resolution process as a way for you to resolve disputes, to which dispute resolution process you hereby irrevocably agree, and you agree not to initiate a chargeback.

5.2 To the extent permitted by applicable law, you therefore agree not to ask your credit card company, bank, or other Payment Method provider to charge back any amount Charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If you initiate a chargeback in violation of this Agreement, you agree that Titan may dispute or appeal the chargeback and institute collection action against you and take such other action it deems appropriate.

6. SERVICES

6.1 Titan shall provide the following Services to you:

6.1.1 Supply and installation of Equipment on your Vehicle;

6.1.2 real-time monitoring of Vehicles and Incident reporting to you and our Channel Partners in the Service Region; and

6.1.3 access to and use of the Platform;

6.1.4 providing Assistance at your request and cost in the Service Region; and

6.1.5 replacement of faulty Equipment or parts at Titan’s cost if the faulty Equipment is Titan’s fault.

6.2 Titan will provide the Services, based on the Subscription service selected by you, and the Services exclude any non Registered Driver.

6.3 Titan undertakes to perform only such duties as are expressly set forth in this Agreement, and the Website Terms, and no other duties will be implied or be required of Titan. Titan has no liability under, and no duty to inquire as to, the provisions of any agreement other than this Agreement.

7. TERMINATION

7.1 The Subscription will automatically renew on a month-to-month basis. To terminate your Subscription, you must terminate the services by written notice to Titan no less than 30 calendar days before the end of the Subscription period. Titan may terminate this Agreement immediately by providing written notice to you.

7.2 After termination of this Agreement (at the end of the agreed Subscription period) and full payment of the Equipment, you shall be entitled to retain the Equipment, but it is expressly agreed that Titan will not provide the Services and Assistance, nor will the Platform have any functionality, subject to you fulling your responsibilities in Section 11 below, which survive termination of this Agreement.

8. Installation & Titan Remote

8.1 You authorize Titan to install their proprietary Equipment on your Vehicle. You irrevocably agree:

8.1.1 to notify both the legal owner or financier, as well as the insurers of the Vehicle, prior to such installation and obtain their consent. You warrant that such consent will be secured;

8.1.2 To either attend a Titan-approved installation center or have the Equipment installed at your chosen location.

8.1.2.1 You agree to be present with your Vehicle at the agreed time and place for the installation by the Titan Technician. If you or your Vehicle is not present at the scheduled date and time, the standard installation fee will be charged.

8.1.2.2 You understand that the chosen location must be a safe and secure location where the Titan Technician can work without being monitored by others;

8.1.3 to allow Titan to repair any damage to the Vehicle caused during installation at its cost and through Titan’s selected Channel Partner, and to appoint an assessor to verify such damage in its sole discretion if need be, without further liability to Titan;

8.1.4 to pay Titan its standard call-out fees where our Technician determines that
any repair to the Equipment is due to the Customer’s misuse, and no fault of Titan.

8.2 You will receive 2 Titan Remotes which are Bluetooth remote control units matched with the Equipment on that Customer’s Vehicle, which can be used to immobilize the Vehicle within a radius of 5 meters, and subject to the terms and conditions of this Agreement and the Acceptable Use Policy.

8.3 The Customer agrees:

8.3.1 to secure and retain the Titan Remotes and not lose or discard the remotes;

8.3.2 not to use the Titan Remotes other than to engage or disengage the TITAN Secure engine lock, or when called upon by Titan to test the remote device;

8.3.3 that if the Equipment is removed, lost or stolen you hereby authorize Titan to Charge you for the replacement cost of such Equipment via your Payment Method.

8.4 You are solely responsible for the risk associated with installing and using the Equipment on the Vehicle.

8.5 Despite the installation contemplated herein, it is expressly agreed that the Equipment will not become a fixture of the Vehicle or transfer to the Vehicle’s legal owner and will remain separate as a removable after-market fitting installed on the Vehicle, and owned by Titan, subject to transfer of ownership to you as set out herein.

9. REPAIRS

9.1 During the life of the Equipment, if the Equipment malfunctions then if the Equipment is installed by a Titan Technician, subject to your compliance with the terms and conditions of this Agreement, including allowing an annual maintenance inspection by Titan for the Equipment at Titan’s standard rates applicable from time to time, Titan will either repair or replace the Equipment.

9.2 Titan’s repair or replacement of the Equipment will be at Titan’s cost, at your designated place of installation free of any call-out charges, or at a Titan-approved installation center.

9.3 Titan reserves the right to repair or replace any of its Equipment before any removal thereof takes place.

9.4 Reasonable Repair Time: You agree to allocate a reasonable amount of time to Titan to repair or replace any defective Equipment.

9.5 If a technician not authorized by Titan informs you that a problem with your Vehicle is due to the Equipment you agree to contact Titan and allow Titan to evaluate the problem before (i) the Equipment is removed or modified in any way, or (ii) any repairs are made to the Vehicle. Titan will have no liability for repairs made to the Equipment or Vehicle (if the repair is alleged to be needed because of the Equipment) without the prior written consent of Titan.

10. GUARANTEE

10.1 For the life of the Equipment as specified in Section 11.5, subject to the conditions below, Titan guarantees that the Equipment will not be bypassed in order to steal your Vehicle. Titan has no obligation under this guarantee if:

10.1.1 The Equipment is tampered with, modified, removed, damaged, or disabled in any way, including physical alterations, unauthorized software interference, power disconnection, or attempted self-installation or repair by you or anyone else.

10.1.2 You fail to maintain valid, active comprehensive insurance on the Vehicle that covers the full replacement value of the Vehicle. Titan is not an insurer and accepts no liability for uninsured or underinsured losses.

10.1.3 The Equipment is not actively engaged or becomes disengaged due to power failure, user action, system disablement, or incompatibility with other Vehicle systems.

10.1.4 You do not promptly respond to Incidents, alerts, tamper notifications, or SOS activations issued by the Platform or by Titan’s security response partners. “Promptly” means within a reasonable timeframe as determined by Titan.

10.1.5 The Vehicle is fitted with aftermarket electronic or electrical equipment—including, but not limited to, dashcams, audio systems, custom lighting, third-party trackers, or speaker systems—after Titan’s Equipment is installed, unless expressly authorized by Titan and the system integration is reviewed by a Titan authorized technician.

10.1.6 You fail to complete a required quarterly check-in, including verifying that the Equipment is functioning as expected, and confirming the status via the Titan mobile application.

10.1.7 You have not downloaded, maintained, or used the Titan mobile application during required operational periods, including quarterly check-ins or during active service incidents.

10.1.8 You fail to report a known or suspected breach of the Equipment, or a missing/stolen Vehicle, to Titan within 24 hours of discovery. Delayed reporting may result in complete forfeiture of recovery support.

10.1.9 The Vehicle’s battery repeatedly falls below the required voltage threshold for the Equipment, impacting device performance, and you fail to take corrective action after notice.

10.1.10 The Vehicle’s onboard electronics or CAN/OBD interface has been modified, rerouted, or tapped by aftermarket equipment, interfering with signal transmission or immobilization.

10.1.11 The Equipment has been repeatedly powered off, disconnected, or removed between uses, trips, or periods of storage, preventing regular system check-ins.

10.1.12 The Account associated with the Equipment is inactive, disabled, suspended, or in default due to non-payment, expired billing credentials, or reversed transactions.

10.1.13 Critical permissions in the mobile app—such as Bluetooth, location access, background activity, or notifications—have been disabled, preventing the Equipment from performing core security functions.

10.1.14 The Vehicle is used outside of Service Region (e.g., in rideshare, commercial transport, or motorsport activity) without prior written approval from Titan.

10.1.15 The Vehicle is taken outside the Service Region or into a jurisdiction not supported by Titan’s telecommunications or recovery network, without written consent from Titan.

10.1.16 You fail to cooperate with Titan, law enforcement, or security partners during an active recovery event, investigation, or system diagnosis, including refusal to provide required account information, GPS history, or supporting documentation.

10.1.17 You repeatedly trigger false alerts or misuse the Titan Platform’s security features—including intentional false tamper notifications or unauthorized SOS activations—which place undue burden on Titan or its response partners.

10.1.18 You engage in threatening, abusive, or harassing behavior toward Titan employees, installation agents, support staff, or third-party service providers.

10.1.19 You are arrested, charged with, or under formal investigation for involvement in the theft, disappearance, fraudulent reporting, or unauthorized disposal of the Vehicle or Titan Equipment, or for any criminal offense involving fraud, dishonesty, property damage, or misuse of electronic systems.

10.2 Your sole and exclusive remedy for this guarantee is the payment by Titan of the Kelley Blue Book value of your Vehicle. You agree to recover amounts from your insurance prior to making a claim under this guarantee with Titan. If the Vehicle is recovered within thirty (30) days of the theft of the Vehicle then you cannot recover any amounts from Titan under this guarantee. If the Vehicle is recovered after you have received a payment from Titan you agree to return such payment to Titan. Under no circumstances may you recover from Titan any incidental or consequential damages associated with the theft of your Vehicle.

11. RESPONSIBILITIES OF CUSTOMER

11.1 You hereby expressly and irrevocably agree to:

11.1.1 to designate and truthfully identify the primary Driver on the Vehicle to Titan, if that Driver is not you, from time to time;

11.1.2 Titan monitoring or recording you or the Driver’s activity or movements and habits in the Vehicle, through the use of the Equipment;

11.1.3 Titan’s Acceptable Use Policy set out in the Website Terms;

11.1.4 the Use of your personal information provided to Titan in line with its Privacy Policy (Clause 14 of our Website Terms);

11.1.5 use of the Titan Platform on its Smart Devices with internet connectivity enabled at all times to monitor the Vehicle;

11.1.6 to allow automatic engagement of the Equipment in the Vehicle 30 seconds after locking the Vehicle, failing which the warranties and promises in this Agreement fall away;

11.1.7 answer the Customer’s phone promptly when called by Titan;

11.1.8 Titan and its Channel Partners rendering the Services or Assistance contemplated herein if deemed necessary by you, but at your cost and subject to the Indemnity herein and our Acceptable Use Policies;

11.1.9 to only allow a Titan authorized Technician to install, remove or inspect the Equipment on your Vehicle;

11.1.10 to subject the Equipment to an annual inspection at a Titan approved installation center;

11.1.11 to immediately notify Titan of an Incident;

11.1.12 to instruct Titan to immobilize the Vehicle, subject to the Indemnities’ herein.

11.2 You hereby expressly and irrevocably agrees that neither you nor the Driver shall interfere or tamper with the Equipment or the Environment. That means you can’t:

11.2.1 tamper, remove, interfere or compromise, open or bypass any of the Equipment—you’re not allowed to try and get around restrictions on accessing the Equipment or copying or using any part of the Equipment for another use other than that intended under this Agreement or to copy or use the content or intellectual property in or on the Equipment, or the Environment;

11.2.2 introduce any malware or any other code or viruses that could harm Us, the Equipment, our Customers, our Channel Partners or our Services or Environment;

11.2.3 access our Services through any technology or means other than our Platform interface;

11.2.4 use our Services to build a similar service, identify or poach our customers or

11.2.5 publish any performance or benchmark analysis relating to the Platform; reverse engineer, decipher, modify, or take source code from our Equipment or Platforms that are not open source, without our prior written permission.

11.3 You are solely responsible for:

11.3.1 Entering into this Agreement and installing the Equipment in your Vehicle will not breach any other agreement or warranty, except if you advise us in writing to the contrary before installation;

11.3.2 Paying for our Services or those provided by Channel Partners where it was deemed necessary to render Assistance to you, on the basis that any action taken by Titan is hereby mandated by you and Titan acts as your agent, subject to the Indemnity herein.

11.4 You acknowledge, agree, and understand that Titan does not:

11.4.1 Make any representations about or guarantee against any loss or damage to your Vehicle, or the protection of your Vehicle;

11.4.2 provide Vehicle recovery services or armed response;

11.4.3 In any way, warrant, supervise, direct, control, or evaluate the Assistance taken by Titan or Channel Partners other than initiating Assistance as your duly authorized agent or instructing them on your behalf to render Assistance, to which you hereby irrevocably agree subject to the indemnities in this Agreement;

11.4.4 Make any representations about and does not guarantee, and you agree not to hold Titan responsible for:

11.4.4.1 The quality, safety, or legality of our Equipment, Assistance or Services;

11.4.4.2 The ability or willingness of a Channel Partner to render Assistance as may be required in any given situation, or the consequences of any Assistance rendered to you;

11.4.4.3 The accuracy or not of Incident alerts, the Platform and Equipment in detecting unauthorized use of your Vehicle.

11.5 You acknowledge that the life of the Equipment is five years. Once the Equipment has been installed for five years, you agree to have the Equipment replaced by an authorized Titan installer with new Equipment and pay Titan an installation fee. After the Equipment has been installed for five years, if you do not replace the Equipment then all of Titan’s obligations under this Agreement are null and void for such Equipment and the Vehicles that has the Equipment installed.

12. RELATIONSHIP WITH TITAN

12.1 Titan retains ownership of the Equipment including any software, documentation, or other intellectual property associated with the Equipment, as stated in Clause 11 of the Website Terms;

12.2 You hereby appoint Titan as your duly authorized agent in rendering any Assistance subject to the Indemnities herein.

12.3 Any disputes about our Services will be subject to the Dispute Resolution mechanisms set out in the Website Terms (Clause 16), to which you hereby irrevocably agree.

12.4 Titan, in its sole discretion, reserves the right to suspend or terminate your Account (which shall include our Services to you), immediately upon giving notice to you if Titan believes you may be abusing the Equipment, Services or Platform or as otherwise permitted by this Agreement or the Policies, which may impact your ability to receive our Services. In such instances, you agree to return the Equipment to Titan’s offices or the nearest installation center at your cost for removal by Titan’s authorized Technicians. If you do not return the Equipment Titan may hold you liable for the Cancelation Charge, and you shall have no claim against Titan as a result of Titan exercising its right under this clause.

12.5 Titan does not guarantee the suitability of the Services offered and Titan does not take responsibility for any damage or loss to you, or of your Vehicle and consequently the Customer and any authorized user hold Titan harmless and free from any liability, claim, counterclaim, loss or damages in this regard. It is therefore agreed and understood that Titan only provides its Equipment and Services subject to this Agreement and the Website Terms, and Titan provides no representation or guarantee on the preservation of your Vehicle or that you will not suffer harm, or loss to property or person, or the like, or that other person or their property will not be harmed or damaged.

13. ASSISTANCE

13.1 If you do not respond to an Incident alert within the specified time in that alert, you hereby authorize and instruct Titan and its Channel Partners, as your duly authorized agent, to provide Assistance to you where your Vehicle is deemed to be subject to an Incident and to share Customer’s personal information for that purpose with Channel Partners, at your cost, subject to the terms of this Agreement and the indemnities herein.

13.2 Titan will communicate an Incident to you as soon as it becomes aware thereof via the Platform. You are responsible for reading or receiving such alerts, and for responding to them, and to answer Titan’s telephone calls.

14. PLATFORM COMMUNICATIONS

14.1 You agree:

14.1.1 to receive messages and any other communication from Titan on your Account on the Platform, and any other communications medium used by Titan to communicate with you, noting that the Platform requires constant internet access to function properly;

14.1.2 to use the communication services available on the Platform as the means to communicate with Titan. You expressly agrees to the use of your personal information and contact details (as set out in our Privacy Policy in the Website Terms) for Titan and its Channel Partners to contact you, and /or share your personal information in the event of an Incident or to render Assistance with Channel Partners.

14.1.3 that it is your responsibility to take action regarding messages and calls you receive from the Platform, and Titan cannot be held liable for any loss or damage occasioned by a failure of your Smart Devices to receive communications or the loss or damage to a Vehicle, and Titan is not responsible for the functionality of the Platform on any of your Smart Devices.

14.2 You also acknowledge, agree, and understand that:

14.2.1 you are responsible for ensuring that the Platform functions correctly and is compatible with your Smart Devices; and

14.2.2 Titan merely makes the Platform and Services available to enable you to receive Incident alerts on the Platform;

14.2.3 at all times you are responsible for monitoring the Platform and evaluating and determining the suitable action to be taken in response to Incident alerts, in your sole determination.

14.2.4 you can contact Titan via the Platform and Titan’s call center or the email address: support©titan-secure.com

15. MISUSE

15.1 The Equipment and Platform shall be used by you for its intended purpose and according to Titan’s Policies.

15.2 You are not entitled to commercially exploit the Services in any manner whatsoever without Titan’s prior written consent, including without limitation, the prohibitions and directives raised in Section 11.1 above.

15.3 You acknowledge and agree that a violation of any provision of Sections 3, 4, 5, 11, 13, 14, 15, 16, 17, and 21 is a material breach of this Agreement, and such Sections survive termination hereof. Additionally Sections 27, 28, 29, 32, and 35 survive the termination of this Agreement. Your Account may be permanently suspended if you violate these sections, and without any liability to Titan.

16. NON PAYMENT AND DEFAULT

16.1 If you fail to pay the Service Fee or any other amounts when due under this Agreement, Titan will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or this Agreement.

16.2 For the avoidance of doubt, you will be deemed to be in default of your duty to pay on the earliest occurrence of any of the following events, when you:

16.2.1 fail to pay the Service Fee or other Charges payable under this Agreement when due;

16.2.2 initiate a chargeback with a bank or other financial institution, resulting in the Service Fee being reversed to you; or

16.2.3 take other actions or fail to take any action that results in a breach of a material term of this Agreement.

16.3 If you are in default of your duty to pay, Titan may, on 15 calendar days’ notice to you:

16.3.1 demand payment of arear Service Fees or other Charge on or before the middle of the month in which no payment was made; and/or

16.3.2 demand return of the Equipment within 3 working days to a location determined by Titan, for the removal of the Equipment from your Vehicles; and/or

16.3.3 close Customer’s Account, temporarily or permanently and revoke Customer’s access to the Platform and Services; and/or

16.3.4 assert or enforce any other remedy available under this Agreement, such as early termination and charging the Cancellation Charge.

16.4 For any amount you owe that are overdue, you shall pay any arrear amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees (on the highest scale) and other costs of collection to the extent permitted by applicable law,

16.5 At our discretion and to the extent permitted by applicable law, Titan or its Channel Partners may, without notice, Charge all or a portion of any amount that is owed on any Account to your Payment Method; or, set off amounts due against other amounts received from you or held by Titan; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

16.6 If you breach any provision of this Agreement and do not cure such breach within fifteen (15) days after receiving written notice from Titan, Titan may immediately terminate this Agreement and stop offering the Services to you.

17. INTELLECTUAL PROPERTY

You agree and confirm that

17.1 The use of Titan Equipment and Services is granted under license. You acknowledge that all Intellectual Property(as defined in the Website Terms) rights to the Equipment and Titan Solution are proprietary to and remain the exclusive property of Titan. You agree not to claim any rights, title, or interest in the Intellectual Property, and not to modify, reverse-engineer, or otherwise infringe upon these rights as stated in this Agreement and the Website Terms;

17.2 You are familiar with Titan’s rights in Intellectual Property and conditions (as defined and set out in Website Terms) and that you shall strictly comply with same, which Website Terms are incorporated herein.

18. AMENDMENT

No addition to or variation, consensual cancellation or novation of the terms and conditions in this Agreement and no waiver of any right arising from the terms and conditions in this Agreement, or your breach or termination will be of any force or effect unless reduced to writing and signed by Titan’s Board of Directors and you.

19. ASSIGNMENT

You shall not transfer (whether it be by cession, assignment, encumbering or delegating) any of your rights or obligations in this Agreement to any third party without the prior written consent of the Board of Directors of Titan.. Any corporation or association into which Titan may be merged or converted or with which Titan may be consolidated, or any corporation or association to which all or substantially all the business of Titan may be transferred will succeed to all the rights and obligations of Titan under this Agreement, without your consent. Any purported transfer of this Agreement or your rights hereunder shall entitle Titan to cancel this Agreement immediately as contemplated in Section 12.4 above.

20. RECORDS OF COMPLIANCE

You are solely responsible for the creation, storage, and backup of your Service and legal and tax documentation. This Agreement and any Registration for or subsequent use of the Platform will not be construed as creating any responsibility on Titan’s part to store, backup, retain, or grant access to any information or data for any period other than as required by law.

21. CONFIDENTIALITY

You agree to adhere to the Privacy Policy and Confidentiality provisions posted in the Website Terms, and you declare that you are familiar with such terms and which will apply to you and Driver.

22. ENFORCEABILILTY

If any provision of this Agreement is declared by a competent Court to be unenforceable, illegal, void or contrary to public policy, such declaration will not affect the binding force or effectiveness of any of the remaining provisions of these conditions, it being the intention and declaration of the parties that had they known of such unenforceability, illegality, invalidity or that the provision was contrary to public policy, they would nevertheless have entered into these conditions, containing all such remaining provisions.

23. FORCE MAJEURE

23.1 Notwithstanding anything seemingly to the contrary contained in this Agreement, if, and to the extent that something outside of a party’s control (“Interrupting Circumstances”) cause delays in or failure or partial failure of performance by a party of all or any of its obligations under this Agreement or any Subscription, then the affected portion or the entirety of this Agreement or the affected Subscription, as the case may be, shall be suspended for the period during which the Interrupting Circumstances prevail, subject to the Party seeking to rely on them using its commercially reasonable efforts to limit the effect of the delay in or failure or partial failure of performance on the other Party. If the Interrupting Circumstances affect any material part of the Agreement or any Subscription, then the affected material part shall be suspended only for a maximum period of 60 (sixty) days whereafter any affected party shall be entitled to cancel this Agreement or the affected Subscription on fourteen (14) days’ written notice. Written notice of the Interrupting Circumstances specifying their nature and date of commencement shall be dispatched by the party seeking to rely on them (on whom the onus shall rest) to the other as soon as reasonably possible after their commencement. Written notice of the cessation of the Interrupting Circumstances shall be given by the party who relied on them within 2 (two) Business Days after such cessation. No party shall subsequently be obliged to comply with the obligations suspended during such period. The party whose performance is interrupted by the Interrupting Circumstances shall be entitled, provided that such party shall give notice to that effect with the written notice of the Interrupting Circumstances as provided above, to extend the period of this Agreement by a period equal to the time that its performance is so prevented.

23.2 For the purposes hereof “outside of a party’s control” includes acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts of war or public enemy, illegal strikes, interruption of transport, rationing of supplies, flood, storm, fire or (without limitation eiusdem generis) any other circumstances beyond the reasonable control of the party claiming force majeure or vis major.

24. ANTI-BRIBERY

24.1 Titan complies with all anti-bribery and corruption laws and associated regulations to which Titan is subject. You represent that (i) you will comply with all applicable anti-bribery and corruption laws and associated regulations, and will not knowingly take any action that will, directly or indirectly, cause Titan to violate any such laws or regulations; (ii) no financial or other advantage (other than fees for services provided in terms of this Agreement) has been, will be or is agreed to be offered or given to any person (whether working for or engaged by Titan or any third party) by or on behalf of you.

24.2 This Section is material to this Agreement, and without prejudice to the other rights which it may have in law if Titan has reasonable grounds to suspect a breach by you of Section 24.1 above, Titan shall be entitled to terminate this Agreement immediately without incurring any liability to you.

25. GENERAL PROVISIONS

25.1 This Agreement, together with the Website Terms, incorporated into this Agreement by reference, and relevant Subscriptions, is the entire and sole agreement between the parties and supersedes all other writings or documents, which may have been issued between them, other than the Website Terms which remain in force between the parties hereto.

25.2 Neither party may make or issue, directly or indirectly, any formal or informal, public or private announcement, advertisement or statement in connection with the Services, the relationship, or this Agreement or the negotiations leading up to it without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.

25.3 Any corporation or association into which Titan may be merged or converted or with which Titan may be consolidated, or any corporation or association to which all or substantially all the business of Titan may be transferred will succeed to all the rights and obligations of Titan as payment holder and payment agent under this Agreement and the applicable Payment Instructions, without further act to the extent permitted by applicable law.

26. CHANNEL PARTNERS

If you purchased Services or the Equipment through a Channel Partner, regardless of whether the Services or Equipment are identified as Titan’s Services or Equipment, which is a party to an agreement with Titan to resell such Services or Equipment, you agree that such Channel Partner acts solely as an independent contractor and not as an agent or employee of Titan. Channel Partner may provide to you oral or written terms and conditions that apply to your purchase of Equipment from Channel Partner or provision of Services to you by Channel Partner (“Reseller Arrangement”). You agree that your obligations under any Reseller Arrangement are separate from and in addition to your obligations under this Agreement, and in the event of a conflict between any Reseller Arrangement and this Agreement, this Agreement will control. You also agree that Titan’s obligation to you is contained solely in this Agreement, that no Channel Partner has the authority to bind Titan in any manner, and that Titan is not bound by any oral or written terms, conditions, representations, or warranties made by a Channel Partner or any provision of any Reseller Arrangement. Notwithstanding any provision in any Reseller Arrangement, if the agreement between such Channel Partner and Titan terminates or expires for any reason or at any time after you purchase Equipment or Services from such Channel Partner, Titan reserves the right to provide Services or Equipment directly to you, and you are obligated to pay Charges directly to Titan. You agree that Titan shall in no way be liable for such Channel Partner’s obligations to you that arise out of or are incident to the termination of the agreement between such Channel Partner and Titan.

27. LIMITED SOFTWARE LICENSE

In consideration of the payment of the Charges, Titan grants to you a nonexclusive, nontransferable license to use the Platform on your device solely for the purpose of enabling Titan to provide the Services described herein with respect to the Equipment. This limited software license will automatically terminate upon termination of the Services or termination of this Agreement.

28. NO SERVICE WARRANTY

There is no warranty with respect to Services, and Titan makes no warranty under this Agreement except as specifically stated herein. ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY SPECIFICALLY DISCLAIMED. You assume all risk for loss of or damage to the Vehicle and its contents and for personal injury to persons occupying or affected by your Vehicle, and Titan shall have no liability of any kind or nature to you therefor. You agree that neither Titan nor any other party has made any representations or warranties, nor have you relied on any representations or warranties, express or implied, including any implied warranty of merchantability or fitness for any particular purpose with respect to the Services. You acknowledge that no affirmation of fact or statement (whether written or oral) made by Titan, its representatives, a Reseller, or any other party outside of this Agreement with respect to the Services shall be deemed to create any express or implied warranty on the part of Titan, its representatives, or a Reseller.

29. LIMITATIONS, EXCLUSIONS & DISCLAIMERS

You agree that the liability of Titan, the Wireless Carrier (as defined below) and any third party CSC (as defined below) is limited in accordance with, and Titan, the Wireless Carrier and any third party CSC may invoke, the provisions of this Section 29.

29.1 LIMITATION OF LIABILITY – TITAN SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, LOST PROFITS, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE EQUIPMENT OR SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR REVENUES, LOSS OF USE, LOSS OF DATA, INCORRECT OR CORRUPTED DATA, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COST, OR CLAIMS OF YOU FOR SUCH DAMAGES, EVEN IF TITAN KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING OR ANY OTHER LIMITATION OF LIABILITY HEREIN, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, YOUR EXCLUSIVE REMEDY AND THE TOTAL LIABILITY OF TITAN OR ANY SUPPLIER OF SERVICES TO TITAN FOR ANY CLAIMS ARISING IN ANY WAY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FAILURE OR DISRUPTION OF THE SERVICES, SHALL NOT EXCEED THE PRICE PAID TO TITAN ALLOCABLE TO THE SPECIFIC EQUIPMENT OR SERVICES ON WHICH SUCH CLAIM IS BASED IN THE LAST TWELVE MONTHS. TITAN SHALL HAVE NO LIABILITY WHATSOEVER TO YOU FOR ANY CLAIMS OF PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT OR MISAPPROPRIATION OF TRADE SECRETS, MADE AGAINST YOU INCIDENT TO THE PURCHASE OR USE OF PRODUCTS OR SERVICES.

29.2 Titan Not An Insurer- Titan is not an insurer and you must obtain from an insurer any insurance you desire. The amount you pay Titan is based upon the Services Titan performs and the limited liability Titan assumes under this Agreement and is unrelated to the value of your property, any vehicle in which Equipment is installed or any property located in any vehicle in which Equipment is installed. In the event of any loss or injury to any person or property, you agree to look exclusively to your insurer to recover damages. You waive all subrogation and other rights of recovery against Titan that any insurer or other person may have as a result of paying any claim for loss or injury to any other person.

29.3 State Laws Differ- Some states may not allow limitations of special, incidental, consequential, or exemplary damages, and the limitations specified herein may not apply to you.

29.4 Other Party’s Limitation – If you purchased Services or the Product through a Reseller, another business or another person, or from Titan through a referral from a Reseller, another business or another person, you agree that the Reseller, business or person acts solely as an independent contractor. Such Reseller, business or person shall have no responsibility or liability to you for the performance or nonperformance of the Services Titan provides under this Agreement. Without limiting the above, you agree that the liability of such Reseller, business or person is, in any event, limited in accordance with the provisions of this Agreement. You agree that such Reseller, business or person and its agents, employees, subsidiaries, affiliates and parent companies may invoke all of Titan’s rights under this Section.

29.5 Time To File Lawsuit Or Other Action – You agree to file any lawsuit or other action you may have against Titan or Titan’s agents, employees, subsidiaries, affiliates or parent companies within one (1) year from the date of the event that caused the loss, damage or liability.

29.6 DISCLAIMER & LIMITATION OF LIABILITY RELATED TO GPS AND CELLULAR SERVICE – The Equipment receives signals from the Global Positioning Satellite (“GPS”) system and transmits signals to, and receives signals from, a Titan or a third party Customer Service Center (“CSC”). Your Services, in part, are provided either by a Titan CSC or an independent CSC which Titan selects. You understand that the Equipment installed in the Vehicle uses cellular telephone technology as the transmission mode for sending signals to the CSC. Services are available to you only within the United States (and possible Canada and Mexico) only when the Equipment is within the operating range of the Wireless Carrier (as defined below). Services may be temporarily refused, interrupted, curtailed, limited or discontinued, without liability to Titan or the Wireless Carrier, due to many conditions, including: (a) wireless transmission capacity limitations and cellular telephone network capacity limitations, (b) atmospheric, terrain and geographic conditions, (c) other natural or artificial environment conditions beyond Titan’s control, (d) limitations of the electrical system design and architecture of the Equipment, (e) the condition of the Equipment (for example, the Equipment will not function if its power supply is not available as when, for example, the unit is not connected to a live power source, or if essential Equipment components are damaged (accidentally or otherwise)), (f) government regulations or limitations, (g) restrictions by the Wireless Carrier (for example, wireless carrier equipment limitations and inter-carrier roaming agreements), (h) usage concentrations, modifications, upgrades, relocation and repairs of transmission facilities for the cellular telephone network, (i) Titan’s efforts to combat fraudulent use, (j) the use of cell phone or GPS jamming devices and (k) other legitimate business and operational reasons. Global positioning capabilities used for some location-based services are not available if satellite signals are obstructed; you must be outside with a clear line of sight between you and the satellites. You understand that the Equipment’s usage of the GPS system and the cellular telephone network are fundamental to Titan’s ability to provide Services. You understand that due to the very nature of cellular telephone, network and GPS technologies, there will be times when (1) the Equipment is unable to secure, maintain, or transmit signals, or (2) the information transmitted is not reliable, and thus, Titan will be unable to receive such signals. You also understand that Titan does not receive signals when the transmission mode is or becomes non-operational and that signals from the Equipment cannot be received by Titan when the Equipment is damaged, does not have an adequate power source or is otherwise non-operational. Accordingly, you agree that Titan shall not, in any way, be liable for, or have responsibility with respect to, the GPS system, the cellular telephone network, any of the information obtained therefrom, or for interruptions in service for any reason whatsoever. You further acknowledge and agree that Titan shall not have any liability for the interruption of services due to electrical storms, power failures, interruption or unavailability of telephone service, cellular and radio frequency or other conditions beyond Titan’s control, including, without limit, due to strikes, riots, floods, fires or acts of God. You acknowledge that the use of radio frequencies and cellular devices including those provided by Titan to you under this Agreement for Services are strictly controlled and limited by the Federal Communications Commission (“FCC”) and other governmental authorities which from time to time have jurisdiction and that changes in rules, regulations and policies may necessitate discontinuing such transmission devices by Titan or the Wireless Carrier at Titan’s or the Wireless Carrier’s option. In no event shall Titan and/or the Wireless Carrier be liable for any cost, delay, failure or disruption of the Wireless Service (as defined below), lost profits, or incidental, special, punitive, exemplary or consequential damages.

30. TERMINATION OR DISCONTINUANCE OF SERVICES

This Agreement or the Services may be terminated at the option of Titan at any time upon the occurrence of any of the following events: (a) your default under or failure to perform as required by this Agreement; (b) your default in payment of any monies due under this Agreement; (c) your default in payment of any monies due to a Reseller of the Products; (d) if you purchased Product or Services through another business or person, the default in payment of any monies due to Titan from such business or person; (e) destruction of or substantial damage to the CSC’s so as to make it impractical for Titan to continue to provide signal receiving and notification services under this Agreement; (f) failure of the Equipment, the GPS system or the cellular telephone networks for the transmission of signals between the Equipment and the CSC’s to function in accordance with Titan’s expectations, (g) unavailability of, or inability of Titan either to secure or retain the connections or privileges necessary for the transmission of signals by means of conductors between the CSC’s, the Wireless Carrier and the PSAP’s, police agencies or other service providers; (h) your failure to follow the operating instructions provided at the time the Equipment is installed into a Vehicle; (i) your failure to follow any recommendations Titan may make for the repair or replacement of a defective part of the Equipment; (j) if a Vehicle is so modified or altered after installation of the Equipment as to render continuation of any Service impractical; (k) in the event any governmental regulations or limitations necessitate the discontinuance of the Equipment or Services as determined by Titan in its sole discretion; or (l) your default, failure to pay any monies due or perform any obligation under any other agreement between you and Titan. In the event this Agreement or Services are terminated by Titan under this provision, Titan shall not be liable for any damages or subject to any penalty as a result of such termination. Titan will, however, where you are not at fault, refund to you any advance payments made for Services to be supplied subsequent to the date of such termination, less any amount still due for the period prior to such termination. In addition to Titan having the option to terminate this Agreement, upon the occurrence of any of the events set forth in this Section, Titan shall also have the option to discontinue the Services to the Equipment until the event resulting in such discontinuance is cured by you or otherwise remedied in Titan’s sole and absolute opinion, and other than discontinuances which are not the result of any act or omission by you, you shall remain liable for any and all Charges applicable to the Equipment and Services for such period of discontinuance. If Service is discontinued for Equipment Titan may not be able to restore the Service at a later date and Titan is not liable if Service cannot be restored for Equipment.

31. WIRELESS CARRIER

Titan has contracted with, and will contract from time to time with, one or more wireless carriers (individually and collectively, “Wireless Carrier”) to provide wireless data transmission service (“Wireless Service”) for the Equipment over a cellular telephone network. You acknowledge and agree that you have no contractual relationship with the Wireless Carrier, and you are not a third party beneficiary of any agreement between Titan and the Wireless Carrier. You understand and agree that the Wireless Carrier shall have no legal, equitable or other liability of any kind to you, and you hereby waive any and all such claims or demands. You acknowledge and agree that your Service may be temporarily suspended or permanently terminated upon little or no notice in the event that Titan’s agreement with the Wireless Carrier is terminated. You waive any and all claims against the Wireless Carrier and Titan for such suspension or termination. You understand that the Wireless Carrier cannot guarantee the security of wireless transmissions and will not be liable for any lack of security relating to the use of the Wireless Service. Subject to FCC number portability rules, you have no property right in any telephone number assigned to you or the Equipment (“Number”), and you understand and agree that any such Number can be changed from time to time.

32. INDEMNIFICATION

You agree to indemnify, defend and hold Titan, and the officers, directors, employees, agents, contractors, subsidiaries, affiliates, or parent companies of Titan (each an “Indemnified Person”) harmless from any loss, cost, expense (including attorney’s fees, expert’s fees, and expenses), demand, claim, liability, damages or cause of action of any kind or character (collectively referred to as “Claim”), including without limitation, for any personal injury or death, in any manner arising out of or relating to your, or your officers, directors, employees, agents, assigns, invitees, or other users using the Equipment or Services, whether authorized or not (i) violating or otherwise breaching of any provision of this Agreement, (ii) negligence, recklessness or intentional misconduct, (iii) Titan’s actions to immobilize the Vehicle or place it in limp mode at your Request, or (iv) Titan’s refusal to provide Services because you have (A) not paid monies due to Titan for Equipment or Services or (B) violated any provision of this Agreement. These obligations will apply even if such lawsuit or other claim arises out of an Indemnified Person’s negligence, gross negligence, failure to perform duties under this Agreement, strict liability, failure to comply with any applicable law, or other fault. This provision shall survive the termination of this Agreement.

33. WEBSITE

You acknowledge and agree that the information and Services provided by Titan are accessed by you in part through the Website. You accept and agree to comply with the Terms of Use, Privacy Policy, and copyright and trademark notices of Titan posted on the Website and in effect from time to time. You acknowledge and agree that, because the Services are provided in part through the Website, it is necessary for you to have computer equipment and an internet connection that meets minimum specifications published by Titan from time to time on the Website, and you acknowledge and agree to periodically update your computer equipment or internet connection to meet such minimum specifications. You acknowledge that the Services may be interrupted due to (a) Website downtime for scheduled maintenance at Titan’s sole discretion, or (b) interruptions in internet connectivity or other Website downtime caused by circumstances beyond Titan’s control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer or telecommunications failures, delays involving hardware or software not within Titan’s control, network intrusions or denial of service attacks. You agree that Titan shall not, in any way, be liable for, or have responsibility with respect to, any such Service interruptions.

34. NOTICES

Except as specifically provided in this Agreement, all notices required hereunder shall be in writing and shall be given by personal delivery, overnight courier service, or first class mail postage prepaid, at the parties’ addresses set forth herein or at such other address(es) as shall be specified in writing by such party to the other party in accordance with the terms and conditions of this Section. All notices shall be deemed effective upon personal delivery, or one business day following deposit with any overnight courier service, or three business days following deposit with the U.S. Postal System, first class postage attached, in accordance with this Section. Notices for you shall be sent to the address you provide to Titan upon registration of the Product. Notices for Titan shall be sent to: 2261 Market Street, San Francisco, CA 94114..

35. VENUE

It is the express intent of the parties that any dispute under this Agreement be decided in accordance with the mediation and arbitration provisions contained in the Website Terms and Conditions. Notwithstanding the foregoing, in the event a court refuses to enforce the provisions contained in the dispute section of the Website Terms for any dispute or, in the event a court is asked to decide a dispute concerning the provisions contained in the dispute section of the Website Terms, the parties expressly agree that jurisdiction and venue for any actions under or pursuant to this Agreement shall be solely in any state court in Knox County, Tennessee, or the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee.

36. RELEASE OF INFORMATION

Titan may disclose, and you authorize disclosure of, information gathered from your use of the Services if disclosure is made pursuant to any court order, subpoena, discovery demand, or request therefore by any law enforcement agency. Titan may use any information gathered from your use of the Services in any manner that Titan chooses, including but not limited to selling such information to third parties, as long as, such information does not personally identify you, a Vehicle, or the owner or operator of a Vehicle.

37. TERMS AND CONDITIONS

The terms and conditions hereof shall be governed by and construed in accordance with the laws of the State of Tennessee without resort to its law of conflicts. You are solely responsible for complying with any orders, rules, or regulations of the Federal Communication Commission, or any other federal, state or local government authority, applicable to the purchase, installation, and operation of Product. Except as expressly provided herein, the terms and conditions hereof are for the benefit of Titan and you and no other party. Titan has made no representation, warranty, or covenant not contained in this Agreement. The terms and conditions of this Agreement shall govern notwithstanding any inconsistent or additional terms and conditions of any other document submitted by you.