SALES & SERVICES AGREEMENT 

Each of BCT and CUSTOMER may be referred to in this Agreement individually as a “Party” and  collectively as the “Parties”. 

WHEREAS, BCT operates a private investigations service, sells tracking devices, and provides  computer software to facilitate the use of the tracking systems; 

WHEREAS, CUSTOMER wishes to utilize BCT’s tracking devices and services; 

IN CONSIDERATION OF the mutual representations, warranties, and promises contained herein,  the Parties agree asfollows: 

1. Contract Type. CUSTOMER shall be locked into a one-year prepaid contract, which shall  convert into a month-to-month plan upon expiration of the one year plan. All details of  each plan are laid out below and all choices are subject to the provisions of this  Agreement, unless otherwise noted throughout. 

A. Initial One-Year Plan. CUSTOMER shall pay for one (1) year of service with  BCT, beginning on the date services are purchased and ending at midnight 364  days later (“Termination Date”), unless terminated early per the terms of this  Agreement. 

i) CUSTOMER shall pay BCT the total amount agreed upon between the Parties  at the time of execution of this Agreement, for services from BCT; 

ii) CUSTOMER shall purchase a tracking device from BCT prior to services  beginning; 

a) The cost of the tracking device shall be determined by BCT at the time  of execution of this Agreement based on tracking device selected and  

device market value at the time; 

iii) BCT shall provide CUSTOMER with a tracking device at the time of  execution of this Agreement; and 

iv) BCT shall provide a total of twelve (12) months of tracking services  utilizing the computer software. 

B. Continuing Month-to-Month Plan. CUSTOMER shall prepay for service from  BCT on a month-to-month basis at the time in which the Initial One-Year Plan  expires, if CUSTOMER wishes to continue services after the initial contract term. 

i) CUSTOMER shall prepay BCT for services each month at BCT’s rate at the  time the month-to-month contract begins;

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ii) CUSTOMER shall retain usage of the tracking device provided by BCT at the  execution of this Agreement, unless CUSTOMER purchases a new device or  the device is defective, as per this Agreement; 

iii) BCT shall provide tracking services utilizing the computer software for  months in which CUSTOMER prepays for such service. 

2. Payments.  

A. Due Dates. CUSTOMER shall pay unto BCT any amounts owed by the first (1st)  day of each month prior of service. All payments shall be prepayments.  

B. Late Payments. Any payments received after the fifth (5th) day of a month shall  be considered late payments and subject to a late payment fee of ($5). If  payment, including any accrued late payment fees, are not paid by the tenth  (10th) day of the month, BCT shall have the ability to cease tracking services  until payment is received. 

3. Services. BCT agrees to provide professional tracking services utilizing the computer  software throughout the duration of this Agreement or on a month-to-month basis  according to the selection by the Parties above. 

4. Licensure. BCT represents and warrants that BCT possesses all necessary licensures,  certifications, and permits required by law to sell, distribute, install, and track the  tracking devices. BCT possesses the necessary skill to utilize the computer software  necessary for the purposes of this Agreement. 

5. Representations of CUSTOMER. CUSTOMER represents and warrants that, except  as previously disclosed in writing to BCT, the following are true with respect to  each CUSTOMER (if applicable): 

A. CUSTOMER has the means to purchase the tracking device and maintain monthly  payments, if applicable, pursuant to the selection made by both Parties above; 

B. CUSTOMER will utilize the tracking device, and accompanying services from  BCT, in a legal manner and shall not use the device to facilitate any criminal  activity; and 

C. CUSTOMER shall follow all rules, laws, regulations, ordinances, and statutes  regulating the use of tracking devices. 

6. Confidentiality. Neither Party shall disclose matters related to this Agreement  without the expressed written consent of the other Party, unless required to disclose  such information by statute, regulation, or court order. 

A. Proprietary Information. During the term of this Agreement, each Party 

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may receive intentionally or unintentionally certain proprietary and  confidential information not otherwise a part of public domain through no fault  of that Party, the disclosure of which would be extremely detrimental to the  business affairs of the other (“Proprietary Information”).  

i) Each Party, and its employees, agents, or representatives, shall keep the  Proprietary Information of the other in the strictest confidence; 

ii) Neither Party, nor its employees, agents, or representatives, shall duplicate the Proprietary Information of the other, in whole or in part; 

iii) Neither Party, nor its employees, agents, or representatives, shall directly  or indirectly divulge, disclose, reveal, report or transfer such Proprietary  

Information without the prior written consent of the other.  

B. Disclosure from BCT. BCT maintains the right to disclose confidential  information, identifying information, or any other information BCT see fits if,  within its discretion, BCT believes CUSTOMER is utilizing the tracking device  to violate the law, to prepare to violate the law, or to infringe on the rights of  any third party. 

C. Survival. This Section 6 shall survive the termination of this Agreement. 

7. Indemnification. CUSTOMER shall indemnify and defend BCT, its employees,  officers, agents and representatives, from and against any claims, actions, demands,  judgments or liabilities, fines, penalties, and expenses, including attorneys’ fees and  expenses resulting from, or alleged to result from, CUSTOMER’S breach of warranty,  breach of the Agreement, misrepresentation or false certification, fraud, or failure to  exercise due care in providing services under this Agreement. 

8. Lost or Stolen Devices. Due to the nature of the tracking devices, lost devices are rare  and stolen devices can be recovered; however, if a device is lost due to Customer’s actions  in allowing the battery to drain, BCT is not responsible for replacing said device. If this  occurs and Customer is participating in a two-year contract plan, Customer shall pay BCT  one hundred seventy-five dollars ($175) as an early termination fee. 

9. Damaged Devices. If a device becomes damaged, CUSTOMER is responsible for  contacting the manufacturer about any warranty available for the device.  

10. CUSTOMER Refunds. CUSTOMER will not be eligible for a refund from BCT unless one  of the following circumstances exists: 

A. The tracking device’s battery is defective, will not hold a charge, and is ineligible  for replacement or repair through the manufacturer’s warranty; or 

B. The tracking device will not communicate with the computer software, thus the 

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purposes of this Agreement cannot be achieved. 

11. Termination. 

A. Termination by CUSTOMER. CUSTOMER may terminate this Agreement, for any  reason, by providing thirty (30) days’ notice to BCT. Customer shall contact  BCT using information on BCT’s website and provide notice using the method  chosen by BCT at that time. 

i) Early Termination Fee.  

a) If CUSTOMER is participating in a two-year contract plan with BCT,  CUSTOMER must pay BCT a one hundred seventy-five dollar ($175)  

early termination fee. 

b) If CUSTOMER is participating in a one-year prepaid plan and CUSTOMER terminates the plan early, CUSTOMER is not entitled to a refund of any  

fees paid to BCT at the time this Agreement was executed. 

B. Termination by BCT. BCT may terminate this Agreement immediately in any  of the following circumstances: 

i) CUSTOMER dies; 

ii) At the determination of BCT, Customer utilizes the tracking device to  violate the law, whether Customer is charged with such violation or not; 

iii) CUSTOMER commits an act or behavior that gravely violates the sentiment  or accepted standard of the community (a “Crime of Moral Turpitude”),  which includes, but is not limited to, murder, voluntary manslaughter,  felony hit and run, spousal abuse, child abuse, drug crimes, cruelty to  animals, kidnapping, fraud, theft, or robbery; 

iv) BCT becomes aware that any representations or warranties made by  CUSTOMER in Section 5 above are false; 

v) BCT becomes aware that CUSTOMER disclosed Proprietary Information  without BCT’S written consent as mandated by Section 6 above; or 

vi) BCT must, for reasons beyond its control, must file for bankruptcy, is  adjudicated bankrupt, is no longer able to continue operation of its business for any length of time, or closes its doors. 

12. Governing Law. The Parties hereby agree that this Agreement shall be governed by,  and constructed and enforced, in accordance with the laws of the State of North  Carolina, without reference to rules governing choices of law. Any disputes brought in 

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a court of law regarding this Agreement shall be brought in Cabarrus County, in the  State of North Carolina, if such court is a court of competent jurisdiction. If the Cabarrus County court is inappropriate, such dispute may be brought in any local, state, or federal  court of competent jurisdiction. 

13. Dispute Resolution. Any dispute arising from this Agreement shall be resolved through  mediation, which shall take place in Cabarrus County, in the State of North Carolina.  The location shall be at the sole discretion of BCT. If the dispute cannot be resolved  through mediation, then the dispute will be resolved through binding arbitration  conducted in accordance with the rules of the American Arbitration Association. In any  instance where the intervention of a court is necessary, the dispute shall be decided by  the court in Cabarrus County, NC, or any local, state, or federal court of competent jurisdiction. 

14. Severability. If any provision of this Agreement is held invalid, illegal, or  unenforceable by a court of competent jurisdiction, the remainder of the Agreement will  be valid and enforceable and the Parties will negotiate in good faith a substitute, valid,  and enforceable provision which most nearly puts into effect the intent of the Parties. 

15. Assignment. The Agreement may not be assigned or otherwise transferred by  CUSTOMER without the express, prior, and written consent of BCT. 

16. Modification. This Agreement may not be altered, modified, or amended in any way  except in writing signed by both Parties.  

17. Waiver. The failure of a Party to enforce any provision of the Agreement will not be  construed to be a waiver of the right of such party to thereafter enforce that provision or  any other provision or right. 

18. Entire Agreement. This Agreement represents and constitutes the entire agreement  between the Parties, and supersedes and merges all prior negotiations, agreements, and  understandings, oral or written, with respect to any and all matters between the Parties.  Any outside agreements made by the Parties that are incorporated into this Agreement,  as stated by the terms of this Agreement, shall be upheld as being part of this Agreement  when executed by the Parties. 

19. Force Majeure. Any Party shall not be held liable if the Party is prevented from  executing their obligations under this Agreement, in whole or in part, due to a Force  Majeure where the Party has given notice, as per this Agreement, of the circumstances  to the other Party and taken any and all appropriate action to mitigate that event. A  Force Majeure includes, but is not limited to, earthquake, typhoon, flood, fire, war,  pandemic, and any other act of God or any other unforeseen and uncontrollable event. 

20. Captions and Headings. The headings, titles, and captions in this Agreement are  inserted for convenience only and are in no way intended to describe, interpret, define,  or limit the scope, extent, or intent of this Agreement or any provision of it.

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