Definitions: The following terms shall have the meanings set out below unless the context requires otherwise:

Access Devices means Sera4 locks and Sera4 Controllers.

Access Point means an Access Device that when used in conjunction with the Software (and in the case of the Sera4 Controller with a Third-Party Electrical Lock) enables End Users to gain entry and access to critical infrastructure, equipment and other assets and locations.

Administrators mean the individuals directly or indirectly authorized by Customer to issue, manage and log the use of encrypted digital keys and permissions for Access Devices. Third-Party Administrators are Administrators that are not directly employed by Customer.

Authorized Users means Administrators and End Users. Third-Party Authorized Users means Authorized Users that are not directly employed by Customer.

Customer means the person or other entity that has title, or is acquiring title, to Access Devices for the purposes of controlling access to assets and locations, and not for resale.

End User means an individual who has digital key(s) issued to their Mobile Device by an Administrator, for the purpose of enabling that individual to access specific Access Point(s) at specific times. Third-Party End Users are End Users that are not directly employed by Customer.

Entry Point is a location (e.g. gate, cabinet, metal tower, etc) at which an Access Point is installed.

Fees means the fees paid or required to be paid for the Products and Services including without limitation, the purchase fees for Hardware and the fees for the Services.

Hardware means hardware products designed and or sold by Sera4 and currently includes Access Devices and Sera4 access pads (marketed as “AccessPad”) or other accessories to Access Devices.

Mobile Device(s) means an Android or iOS mobile device compatible with Teleporte that is used by an End User to access one or more Access Points, or hardware installed at a Customer site to enable End Users to access one or more Access Points.

Products means Hardware and Software.

Seller means Sera4 or the entity that Sera4 has authorized directly or indirectly through other distributors, to resell Products and Services to Customer.

Services means the level of the Teleporte Service offering, which may include maintenance and support services, purchased by Customer as indicated in the quote or proforma Invoice issued by Seller.

Software means Sera4 proprietary software including without limitation: i) cloud-based server software that provides the Teleporte Service; ii) APIs that enable integration of third-party software with the Teleporte Service; iii) the Teleporte Mobile App for use on Mobile Devices; and iv) the Sera4 software embedded and/or provisioned in the Hardware or used as a Sera4 Controller.

Sera4 Controllers means either standalone hardware units, or hardware or software components, in each case designed by Sera4 to enable Third-Party Electrical Locks to be used as part of Access Points.

Teleporte Service means the Sera4 cloud-based server software, including without limitation the web portal and dashboard software, and APIs that enable Administrators to remotely issue, manage, and log the use of encrypted digital keys and permissions for Access Points.

Teleporte has the meaning set out in Section 1.

Territory is the country(ies) set out in the quote or proforma invoice.

Third-Party Electrical Locks means third-party electrical locks used in conjunction with Sera4 Controllers and Software to create an Access Point.

1. Teleporte
Teleporte is a digital system that, among other things, enables Customer to facilitate, control and log the access by End Users through Access Points. It requires: a) Access Points; b) the Teleporte Service; and c) the Teleporte Mobile App that when installed on Mobile Devices allows digital keys to authenticate and enable proximity-based communication with Access Points; (collectively “Teleporte”). Access Devices purchased under these Terms and Conditions of Sale (the “Agreement”) may only be used in the Territory.

2. Terms and Conditions
Customer may purchase Hardware and Services and use Software (including any Software embedded on the Hardware or that forms part of a Sera4 Controller) only on the terms and subject to the conditions set out in this Agreement. Notwithstanding the acceptance of a Customer purchase order, the standard printed terms and condition on Customer’s purchase order or any terms included in correspondence or elsewhere or implied by trade custom, shall be of no force or effect. Customer may request special terms and conditions for a particular order by clearly indicating a request for same on the face of the purchase order. These special terms shall not be binding on Seller unless Seller specifically accepts these terms and conditions by including them in its quote and/or proforma invoice.

4. Ownership and No Implied License
Except for title to Hardware purchased by Customer from Seller, no ownership right, title, or interest, in or to Teleporte or any part thereof or to the extent permitted by applicable law, to any data created by the use thereof, or to any associated intellectual property rights is transferred to Customer under this Agreement. For clarity, the sale of Hardware and license of Software does not convey any patent license whatsoever, under any legal theory to combinations of the Products and Teleporte Service with any hardware, software or system for which Sera4 has not authorized it, or for any modifications to the Products or Teleporte Service.

5. No Resale or Sublicense Rights
Customer acknowledges and agrees that except for the right of Customer to include Third-Party Authorized Users as part of their Authorized Users, these terms and conditions do not in any manner whatsoever permit the resale or sub-licensing of any portion of Teleporte or any data generated by the use thereby. Customer further acknowledges and agrees that to do so may cause Seller or Sera4 serious loss and damage and that Customer shall indemnify Seller and Sera4 for all such loss and damage, including any legal fees and costs.

6. Payment Terms
Customer shall pay to Seller the fees specified in the quote or proforma invoice issued for the Products and Services by Seller in accordance with the payment terms set out therein. If there are no such terms, Customer shall pay for the Products in full prior to delivery, Ex Works, (Incoterms 2020) and shall pay the applicable Fees for the Services on an annual basis prior to the start of each year commencing on the date of delivery of the Access Device for which the Services are purchased (the “Delivery Date”), or alternate renewal period as agreed in writing. The Services for the Access Devices purchased hereunder shall automatically renew on the anniversary of the Delivery Date until either Seller or Customer provides the other at least thirty days written notice of its decision not to renew the Services. Seller shall deliver an invoice to Customer for the Services prior to the renewal date setting out the then current Fees for the Services including any updated terms or conditions if applicable.

7. Interest
Without limiting its other rights hereunder, Seller may charge the lesser of: i) 5% above the published Bank of Canada prime interest rate in effect on the date that payment becomes due; and ii) the maximum amount permitted by applicable law; for late payment of any amount owing under this Agreement.

8. Shipping Terms
Unless otherwise specified in a quote or proforma invoice by Seller, Customer shall be responsible for all shipping, insurance and other costs, including, but not limited to, any import duties or other taxes (except for taxes on the income of Seller) associated with the supply of Products and Services under this Agreement. Delivery of Products and risk of loss and damage to those Products, shall pass to Customer, Ex Works, Seller’s shipping location, Incoterms 2020 apply. Customer acknowledges and agrees that Products may include a non-rechargeable lithium metal battery and that they are required to comply with all applicable laws regarding the transport, handling, and disposal of same. Title to Hardware shall pass upon Seller receiving payment in full for those Products unless otherwise specified in a quote or proforma invoice by Sera4.

Last Updated: This Agreement was last revised on February 14, 2023.