Kirsen Global Security – Terms and Conditions of Kirsen Products (as of February 2024)

These terms and conditions of Monitoring products apply to all such agreements signed by Kirsen Global Security GmbH ("Kirsen"). By signing of any such agreement Customer agrees to the terms and conditions that appear below.

1. Scope. Kirsen and Customer desire for Customer to obtain Kirsen products and services.

2. Definitions. The following terms shall have the following meanings:

"Period" means the agreed period commencing with the Effective Date. The Period may be extended by written agreement of the parties.

"Documentation" means user guides, installation guides, instructions, notes, and manuals concerning the Equipment and/or Software, in printed or electronic format.

"Equipment" means the equipment that is being supplied to Customer by Kirsen."Products" means the Equipment, Software, and Documentation.

"Software" means the software programs, whether stand-alone or bundled, in machine-readable object code form, that are supplied or made available to Customer by Kirsen as described in the specific MONITORING PRODUCT use agreement.

"Hardware" means the devices or the equipment.

3. Period.

(a) Limited License. Customer has a limited license during the Contract Period to use the Products.

(b) Return of Products. Upon expiration of the Contract Period or the termination or expiration of this Agreement, Customer shall return to Kirsen all Products. Excepted from return is purchased equipment. Purchased equipment is not due for return. Purchased equipment can be returned to Kirsen for sustainable disposal anytime.

(c) Sale. This Agreement grants Customer a license only. Title to Products shall remain with Kirsen.

(e) Reverse logistics. Customer agrees to bear any, and all expenses associated with handling, mounting, demounting, and shipping of the Kirsen equipment.

4. Details.

(a) Specification of Kirsen product functionalities. After installation and activation of the product (tracking unit), the unit will collect and send data according to the parameter settings that have been chosen on the dashboard. Recommended values will be used as default. The customer understands that changing the update times will automatically lead to corresponding battery lifetime modifications.Every product has its specific functionalities, and those functionalities can be used and the respective sensor recording can be optimized to provide the customer with the best possible configuration. Please be aware, that higher communication rates and high frequency collection of GPS and sensor data also cause higher battery consumption.Transmission of data to the Dashboard happen as specified if cellular coverage is available at the time of the transmission.Standard transmission of data to the WebTerminal happens as specified above if cellular coverage is available at the time of the transmission.The customer can change the transmission and sensor update times via the WebTerminal. Recommended values, as specified above, will be used as default. The customer understands that changing the update times will automatically lead to corresponding battery lifetime modifications.

(b) Route of monitored containers. The route is chosen by Customer.The equipment can only communicate with the WebTerminal, if there is a stable cellular connection available.

Cellular communication exists as of today in the following countries due to political instability, unavailability of cellular network, or absence of cellular connectivity agreements with local mobile phone companies:

Afghanistan, Albania, Algeria, Andorra, Anguilla, Antigua, & Barbuda, Argentina, Armenia, Aruba, Australia, Barbados, Belarus, Bermuda, Bosnia Herzegovina, Brazil, British Virgin Islands, Bulgaria, Cambodia, Canada, Cape Verde, Cayman Islands, China, Peoples Rep of, Costa Rica, Croatia, Cuba, Cyprus, Czech Republic, Denmark, Dominica, Dominican Republic, Egypt, Estonia, Faroe Islands, Finland, France, Germany, Gibraltar, Greece, Grenada, Guatemala, Guyana, Haiti, Hong Kong, Hungary, Iceland, India, Indonesia, Iraq, Ireland, Israel, Italy, Jamaica, Japan, Kazakhstan, Kenya, Kuwait, Kyrgyzstan, Korea, Latvia, Lebanon, Liechtenstein, Lithuania, Luxembourg, Mauritius, Macau, Macedonia, Malaysia, Maldives, Malta, Mexico, Moldova, Republic of, Monaco, Mongolia, Montenegro, Montserrat, Morocco, Mozambique, Myanmar, Netherlands, New Zealand, Nigeria, Norway, Oman, Panama, Paraguay, Peru, Philippines, Poland, Portugal, Puerto Rico, Qatar, Romania, Russia, Rwanda, San Marino, Saudi Arabia, Serbia, Seychelles, Singapore, Slovakia, Slovenia, South Korea, Spain, Sri Lanka, St. Kitts & Nevis, St. Lucia, St. Vincent & The Grenadines, Suriname, Sweden, Taiwan, Tajikistan, Tanzania, Thailand, Trinidad-Tobago, Turkey, Turks &Caicos, Uganda, UK, Ukraine, United Arab Emirates, Uruguay, USA, Uzbekistan, Vietnam.

Prices are only valid for a healthy mix of countries and are subject to renegotiation in case of usage in countries with too high communication rates.

(d) WebTerminal & API availability. The Kirsen web platform ("WebTerminal") and API is generally available around the clock 24/7/365. The Kirsen servers are regularly and carefully backed up. However, for technical reasons, no guarantee can be made to ensure that the WebTerminal is available at any time or at a certain time. No guarantee can be made in the event of possible malfunctions, interruptions or breakdown of the WebTerminal. The WebTerminal is a part of the Product unless otherwise specified in the use agreement.

5. Intellectual Property.

Customer acknowledges and agrees that Kirsen owns all rights, title and interest, including but not limited to copyright, patent, trade secret, and all other intellectual property rights, in the Product. Customer shall not (a) adapt, alter, disassemble, modify, decompile, or reverse-engineer the Products, (b) obfuscate, remove or alter any of the trademarks, trade names, logos, patent or copyright notices, confidential or proprietary legends or other notices or markings on or in the Products, or (c) add, or permit any third party to add, any markings, notices or legends to the Products modify, disassemble, Products or Software, nor may Customer copy Documentation. The results of Customer's use, testing and/or evaluation are confidential information of Kirsen and the Customer, and may not be disclosed to third parties by either the Customer or Kirsen without prior notice of the other party.

6. Export Control Laws.

All Products and technical data delivered under this Agreement are subject to German and local export control laws and may be subject to export or import regulations of other countries. Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to the Customer. Kirsen shall provide Customer all information it reasonably requests for Customer to comply with all such laws.

7. Disclaimer of Warranty.

We guarantee that the devices being shipped are individually tested and fully operational. In the event that a device is not functioning properly upon receipt or within a period of one (1) year since purchase, we are responsible for issuing a refund or providing a replacement device. Please note that the device is a complex electronic unit, and therefore, it requires inspection by our company in case of malfunction to ensure it is not due to mechanical damage caused by abusive or abnormal usage (*), which is not covered by our warranty.(*) Abusive or abnormal usage includes, but is not limited to, physical damage resulting from dropping, bending, or striking the product with the force exceeding IK08 rating., environmental exposure extreme temperatures exceeding the specification limits, submerging device under the water (exceeding IP65), direct sunlight for prolonged periods when device not protected with the protective housing (armour), unauthorized modifications or repairs.

8. Limitation of Liability.

Except for Kirsen's gross negligence or wilful misconduct, Kirsen shall not be liable or obligated under this Agreement in any manner for any exemplary, special, punitive, indirect, incidental or consequential damages of any kind (including any loss of data or lost profits) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise, even if informed of the possibility of such damages in advance. Except for Kirsen's gross negligence or wilful misconduct, the aggregate liability of Kirsen under or for breach of this Agreement for any cause whatsoever shall not exceed two thousand five hundred Euro (€ 2,500.00).

9. Indemnification of Kirsen.

Customer will indemnify Kirsen for any liabilities resulting from any use of Products by Customer in violation of this Agreement, provided Kirsen: (a) gives prompt written notice of the claim to Customer; (b) provides Customer control of the defence and settlement of the claim; and (c) provides assistance to Customer, at Kirsen's expense.

10. Governing Law.

German law governs any action related to this Agreement, with the exception of any choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties submit to exclusive jurisdiction of Berlin for any disputes relating to this Agreement.

11. Notice.

All notices, invoices, payments, deposits and other documents and communications shall be in writing and delivered in person, by nationally recognized overnight courier service, or by certified mail, return receipt requested, or by facsimile, at the address designated below, or at such different addresses as may be designated by either party by written notice to the other party, and shall be deemed delivered upon receipt.

12. Entire Agreement.

The agreement between Kirsen Global Security GmbH and customer is the parties' entire agreement relating to their subject matter, and any and all written or oral agreements previously existing between the parties pertaining to such subject matter are therewith superseded.