Device Replacement Agreement

This Device Replacement Agreement (this “Agreement“) sets forth the terms and conditions to which the undersigned (the “Customer“) agrees with respect to the replacement and return of GPS-proprietary vehicle-mounted hardware devices (the “Devices“), all as set forth on the applicable Estimate to which this Agreement is attached (the “Estimate“).

The terms and conditions of this Agreement are hereby incorporated into that certain Monitoring Agreement, by and between GPS Insight and the Customer (the “Monitoring Agreement“), as if fully set forth therein. Capitalized terms used, but not otherwise defined in this Agreement, shall have the meanings set forth in the Monitoring Agreement.

For the purpose of clarity, the terms of the Monitoring Agreement (as amended by this Agreement) will (i) continue to apply to any Replaced Device (as defined herein) until such Device is returned to GPS Insight pursuant to the terms of this Agreement; and (ii) apply to any Replacement Device (as defined herein) from and after acceptance thereof pursuant to the terms of this Agreement.

In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intend to be legally bound and do hereby agree as follows:

Replacement Devices

Shipment. GPS Insight will ship the replacement Devices (“Replacement Devices“) using the shipping method set forth on the Estimate. Customer shall be solely responsible for all costs associated with transporting the Replacement Devices to and from Customer’s premises as set forth on the Estimate, including payment of all charges, taxes and other amounts related thereto and being responsible for any loss or damage to the Replacement Devices that may occur during transport. Customer shall promptly fulfill any customs obligations arising hereunder at its sole cost and expense, including any payments required to release Replacement Devices from customs.

Delivery. The Replacement Devices shall be deemed accepted by Customer, unless Customer notifies GPS Insight in writing of any order discrepancies or damaged Replacement Devices no later than two (2) days after receipt. GPS Insight shall investigate any order discrepancies or damaged Replacement Devices and take all appropriate remedial action.

Return Shipping. All Devices replaced under an approved GPS Insight RA# become the property of GPS Insight (“Replaced Devices“). Customer is required to return the Replaced Devices to GPS Insight. For Customer’s convenience, pre-paid return shipping labels will be sent to Customer along with the Replacement Device. The Replaced Device must be returned to GPS Insight within 60 calendar days after GPS Insight’s issuance of the RA. The shipping box used to return the Device must clearly be labeled “GPS Insight RA#XXXXXX” and the serial number of the Replaced Device must match the Device stipulated at the time the RA# was issued. If Customer returns the wrong Device and the serial number does not match GPS Insight’s records, GPS Insight will return the Device to Customer at Customer’s expense and the RA will remain open pending return of the correct Replaced Device (which correct Replaced Device shall be shipped at Customer’s expense). If Customer decides to keep any Replaced Device, Customer must notify GPS Insight within 60 calendar days after GPS Insight’s issuance of the RA.

Replacement Device Warranty. Replacement Devices are covered under warranty for the greater of (i) the balance of the remaining warranty period of the Replaced Device or (ii) ninety (90) days from date of activation of the Replacement Device. The scope of warranty coverage on the Replacement Device will match the scope of warranty coverage of the original Device.

Payments

Charges. If the Replaced Device is not returned within 60 calendar days, Customer will pay all applicable fees as set forth on the Estimate and acknowledges that all fees are non-refundable.

General

Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Arizona and controlling U.S. federal law, disregarding any choice of law provisions providing otherwise. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction will not apply to this Agreement. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Maricopa County, Arizona, and each party hereby submits to the personal jurisdiction of such courts and waives any defense relating to venue or forum non convenience.

Entire Agreement; Amendments. This Agreement together with any Monitoring Agreement and the applicable Estimate represents the parties’ entire understanding relating to the subject matter hereof, and supersedes any prior or contemporaneous, conflicting or additional, communications. The terms and conditions of this Agreement may only be amended by written agreement of the parties. Nothing contained in any purchase order submitted by Customer other than order dates, identity, location, quantity and price shall in any way serve to modify or add to the terms of this Agreement or the Estimate.