Dispatch360 End User License Agreement (EULA)

Software Licensing Agreement

This Software Licensing Agreement (the “Agreement”) is entered into and effective as of the Licensee’s approval of the quotation (the “Effective Date”). This Agreement is made by and between SKEYEWATCH, INC., a Florida Profit Corporation, with its principal office at 5207 Commercial Way, Spring Hill, FL 34606 (the “Company”), and the customer acquiring the license to skEYEwatch’s software (the “Licensee”), as identified in the approved quotation. The Company and the Licensee are collectively referred to as the “Parties” and individually as a “Party.”

Definition of Software: For purposes of this Agreement, “Software” refers to all proprietary software products developed, licensed, or sold by the Company, including but not limited to Dispatch360 and any related modules, plug-ins, extensions, updates, or future versions, whether delivered as standalone applications, cloud-based platforms, mobile applications, or embedded systems.

1. License To The Software

1.1 License Grant

The Company grants the Licensee a limited, non-sublicensable, non-exclusive, non-transferable license to use the Software solely for internal business operations, subject to timely payment of Licensing Fees.

1.2 Phone Support

Licensee is entitled to reasonable technical phone support during standard business hours.

1.3 Equipment

Hardware may be separately purchased. Together, Software and Equipment constitute the “Solution.”

2. Intellectual Property

2.1 IP Ownership

All intellectual property rights in the Software remain the exclusive property of the Company.

2.2 Authorized Vehicles

Use of Software is limited to vehicles owned or leased by Licensee and properly licensed.

2.3 Authorized Users

Licensee is responsible for controlling access credentials.

2.4 Restrictions

Licensee shall not copy, resell, sublicense, reverse engineer, or create derivative works.

2.5 Improvements

Any improvements relating to the Software shall be deemed Company property.

3. Information Provision

The Licensee agrees to promptly provide:

Authorized User names and contact details
User roles
Authorized Vehicle list
Other reasonably requested operational information

4. Onboarding and Initial Billing

4.1 Onboarding Fee

The first month’s upfront charge constitutes a one-time onboarding and implementation fee covering training, configuration, integrations, testing, and deployment services.

4.2 Onboarding Period

Onboarding is expected to be completed within thirty (30) days from the Effective Date.

4.3 Commencement of Recurring Billing

Recurring Licensing Fees begin at the conclusion of the 30-day Onboarding Period regardless of onboarding completion status. If completed earlier, no additional charges apply during that initial window.

4.4 Client Cooperation

Timely onboarding depends on Licensee cooperation. Delays caused by Licensee shall not defer recurring billing unless agreed in writing.

4.5 Scope Changes

Any alternative schedules or scope modifications must be agreed in writing before the end of the Onboarding Period.

5. Payment of Licensing Fees

5.1 Licensing Fees

$69 per vehicle monthly (standard) or $79 per vehicle (AI-enhanced).

5.2 Fee Adjustments

Up to 5% annual increase after Initial Term.

5.3 Hardware Payments

Equipment must be paid in full at order.

5.4 Installation Expenses

Licensee covers travel, lodging, and labor.

5.5 Billing Schedule

Billed monthly, due within fifteen (15) days.

5.6 Full Payment Obligation

No deductions or offsets.

5.7 Taxes

Licensee responsible for all taxes.

5.8 Late Payments

1.5% monthly late fee; suspension after 30 days.

5.9 Reinstatement

$250 reinstatement fee plus balances.

5.10 Collections

Licensee responsible for collection costs.

6. Third-Party Services And Dependencies

6.1 Integrations

Software may rely on third-party providers.

6.2 No Liability

Company not liable for third-party outages.

6.3 Subject to Change

Third-party services may change without notice.

6.4 Payment Providers

Company not liable for payment processor errors.

7. Representations And Warranties

7.1 IP Rights

Company has authority to grant license.

7.2 General Authority

Each Party has authority to enter Agreement.

7.3 Compliance

Software complies with applicable laws.

8. Term And Termination

8.1 Initial Term

Twelve (12) months.

8.2 Auto-Renewal

Automatically renews annually unless 30-day notice.

8.3 Termination by Company

Material breach not cured within 15 days.

8.4 Termination by Either Party

Insolvency, fraud, cessation.

8.5 Termination by Licensee

30-day notice; early termination fee applies.

8.6 Post-Termination

Access ceases; no refunds.

9. Confidential Information

9.1 Definition

Non-public business and technical information.

9.2 Protection

Confidentiality obligations survive termination.

10. Limitation of Liability

10.1 General

No liability for indirect or consequential damages.

10.2 AI Limitations

AI tools are supplemental; no guarantee of error-free operation.

11. Indemnification

11.1 By Licensee

Licensee indemnifies Company for misuse or violations.

12. Disclaimers

12.1 As-Is

Software provided without warranties.

12.2 Risk Acknowledgment

Not sole basis for safety or legal decisions.

12.3 No Guarantee of Results

No uptime or data accuracy guarantee.

12.4 NDAA Disclaimer

No warranty of NDAA compliance unless expressly stated.

12.5 GPS Disclaimer

GPS guidance is informational only.

12.6 Video Usage Policy

See Customer Live Video Policy.

13. General Terms

13.1 Notices

Delivered via certified mail or email.

13.2 Amendments

Must be in writing.

13.3 No Waiver

Must be written.

13.4 Force Majeure

No liability for events beyond control.

13.5 Assignment

Not assignable without consent.

13.6 Severability

Invalid provisions do not affect remainder.

13.7 Entire Agreement

Supersedes prior communications.

13.8 Headings

For reference only.

13.9 Currency

USD.

13.10 Governing Law

Florida law; binding arbitration.

13.11 Binding Effect

Effective upon approval.

14. Software Updates And Feature Changes

The Company may modify or update Software at any time. Updates may change workflows. Licensee acknowledges such changes and agrees Company is not liable for inconvenience resulting from updates.