Effective date: October 2026

1.      Agreement and Scope

This Readiness Systems Services Agreement (“Agreement”) is between Readiness Systems, LLC (“Company”) and the individual or entity receiving or using the Services (“Subscriber”). By activating an account or accessing or using the Services, Subscriber agrees to this Agreement. An authorized distributor may purchase Services for a Subscriber, but the distributor’s separate distribution agreement does not replace this Agreement or make Subscriber a party to that distribution agreement. A person using the Services on behalf of an organization represents that the person is authorized to do so.

2.      Definitions and Covered Services

“Services” means the subscription services ordered for Subscriber, including: (a) AED Sentinel remote AED monitoring services, associated monitoring hardware, and related Readiness Manager software; (b) ReadiCheck mobile or QR-enabled AED inspection services and related software; (c) AED Beacon location-visibility services and associated devices; and (d) other expressly ordered Readiness Systems services, including any AED compliance services described in the applicable order. “Order” means an accepted order, invoice, or subscription confirmation identifying the subscribed Services, quantity, price, and term, including an order accepted through an authorized Distributor. “Distributor” means an authorized reseller of Company Services. “Service Term” means the period of service purchased under an Order. “Subscriber Data” means account, device, asset, user, location, inspection, and related information submitted to or generated through the Services.

3.      Independent Availability of Services

AED Sentinel, ReadiCheck, and AED Beacon may be purchased separately or in combination, subject to applicable product availability and technical requirements. Purchasing one Service does not confer rights to other Services unless the Order expressly includes them. Certain features may require compatible hardware, internet or cellular connectivity, user configuration, or separate third-party services.

4.      Provisioning, Subscription Terms, and Payment

Company will make the subscribed Services available for the applicable Service Term, subject to this Agreement and payment. For subscriptions purchased through a Distributor, Company may invoice the Distributor under its separate agreement. Subscriber’s charges, renewal arrangements, cancellation rights, and any credits are determined by Subscriber’s accepted Order and applicable law. Unless an Order states otherwise, service access ends at expiration of a paid Service Term if not renewed. Company may suspend affected Services for material nonpayment after reasonable notice where practicable, subject to applicable law and obligations for previously paid service. Subscription activation and accounting between Company and Distributor do not change Subscriber’s agreed term or price.

5.      Subscriber and Distributor Account Administration

Subscriber is responsible for accurate account and asset information, authorized users, access credentials, proper device installation and activation, inspection schedules, notification settings, and prompt response to alerts or inspection findings. Subscriber remains responsible for AED inspections, maintenance, supplies, training, program administration, and compliance with applicable laws. Where Subscriber authorizes a Distributor to manage its account, the Distributor may act within the scope of that authorization. Subscriber may revoke such authorization by notifying Company, subject to reasonable verification and transition procedures. Company may communicate with the authorized Distributor to administer Services and may transition account servicing after termination of the Distributor’s relationship with Company without automatically terminating an existing paid Subscriber Service Term. Subscriber authorizes Company to verify a Distributor’s account-management authority and may be asked to confirm any change of account administrator. Company will use reasonable measures to prevent unauthorized disclosure during such a transition.

6.      Product-Specific Limitations

AED Sentinel monitors observable AED, cabinet, or case conditions supported by the installed equipment; it does not independently verify every AED function or guarantee readiness. ReadiCheck assists users in documenting inspections and does not replace required physical inspection, maintenance, or professional judgment. AED Beacon provides AED location visibility, including available last-known locations, movement history, and configured location events. AED Beacon is not a real-time emergency location or dispatch service, does not guarantee location accuracy, uninterrupted updates, geofence detection, or recovery of an asset, and must not be relied upon for emergency response. Location information may be delayed, approximate, or unavailable, including where GPS, Wi-Fi, cellular networks, power, or device coverage is limited.

7.      Network and Third-Party Dependencies

The Services may depend on cellular networks, GPS, Wi-Fi, internet access, cloud hosting, mobile operating systems, and other third-party systems. Availability and accuracy may be affected by coverage gaps, building conditions, interference, batteries, maintenance, outages, and events outside Company’s reasonable control. Company may make reasonable changes to service infrastructure or features.

8.      Subscriber Data, Privacy, and Security

Subscriber authorizes Company to process Subscriber Data as reasonably necessary to provide, maintain, secure, support, and improve the Services and to provide requested integrations or disclosures authorized by Subscriber. Company’s applicable Privacy Policy describes its handling of personal information. Subscriber represents that it has provided required notices and obtained required consents for users, device placement, and location data. Subscriber retains ownership of Subscriber Data; Company and its licensors retain ownership of software, analytics methods, and technology. Company may use aggregated or de-identified information to operate and improve Services, subject to applicable law. Company will use commercially reasonable safeguards and may retain records as needed for legitimate business, legal, security, and backup purposes. Data retention, access, and export, including at termination, are governed by the applicable Order and published policies; Company does not promise indefinite retention or export of all historical data.

9.      Software and Intellectual Property

Company grants Subscriber a limited, nonexclusive, nontransferable right during the paid Service Term to access and use the subscribed Services for Subscriber’s internal AED or asset-program operations. Subscriber will not reverse engineer, resell, sublicense, interfere with, or misuse the Services, except as permitted by law or expressly authorized by Company. Company and its licensors retain all intellectual property rights in the Services and related materials.

10.  Limited Warranty and Disclaimer

Company warrants that it will perform its Services in a professional and workmanlike manner. AED Sentinel remote monitoring hardware is warranted against defects in materials and workmanship for three years from the applicable Subscription Term start date when installed in supported Company-approved cabinet or monitoring-case configurations; the warranty excludes the hardware battery and damage caused by misuse, improper installation, unauthorized modification, or external events. Company may repair or replace qualifying defective hardware at its discretion. No three-year hardware warranty is extended to AED Beacon devices or other hardware by this Agreement; any applicable warranty for those items must be stated in the Order or product-specific written warranty. EXCEPT FOR EXPRESS WARRANTIES, SERVICES AND HARDWARE ARE PROVIDED TO THE FULLEST EXTENT PERMITTED BY LAW WITHOUT OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Warranty remedies are subject to applicable law and do not limit any nonwaivable statutory rights. Subscriber should report a suspected hardware defect through Company or its authorized Distributor.

11.  Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, OR LOSS OF DATA, ARISING FROM THE SERVICES. EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, COMPANY’S AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE FOR THE AFFECTED SERVICES DURING THE SERVICE TERM IN EFFECT WHEN THE EVENT FIRST GIVING RISE TO THE CLAIM OCCURRED. These limitations apply regardless of legal theory, subject to applicable law. Nothing in this section expands or reduces liability between Company and a Distributor under their separate distribution agreement.

12.  Indemnification

Each party will defend and indemnify the other against third-party claims to the extent arising from that party’s negligent, reckless, or willful misconduct or material breach of this Agreement, subject to prompt notice, reasonable cooperation, control of defense by the indemnifying party, and no settlement imposing nonmonetary or monetary obligations or an admission on the indemnified party without its consent. This provision does not apply to the extent prohibited by applicable law.

13.  Termination and Service Continuity

This Agreement remains effective for each purchased Service Term. Subscriber may elect not to renew in accordance with its Order and may terminate for Company’s uncured material breach after 30 days’ written notice, subject to applicable law. Company may suspend or terminate access for material breach, unlawful use, or nonpayment, with notice and an opportunity to cure where reasonably appropriate; immediate action may be taken where necessary to protect systems or other users. Termination of a Distributor’s appointment does not, by itself, terminate Subscriber’s paid Services. Subject to payment and compliance with this Agreement, existing Services may continue or renew directly with Company or through another authorized Distributor. Upon termination, rights to use the affected Services cease, but accrued obligations and provisions intended to survive remain effective. For prepaid Services purchased through a Distributor, a change in Distributor appointment does not itself accelerate Subscriber charges or extinguish a paid Service Term. Any renewal price and billing arrangement must be communicated through the applicable Order or renewal notice.

14.  Governing Law and Disputes

Oregon law governs this Agreement, without regard to conflict-of-law principles. Except where applicable law requires otherwise, disputes will be resolved by binding commercial arbitration in Multnomah County, Oregon under the commercial arbitration rules of Arbitration Service of Portland, Inc. The prevailing party may recover reasonable attorneys’ fees and costs to the extent permitted by law. Either party may seek temporary injunctive relief from a court of competent jurisdiction pending arbitration.

15.  General Terms

The parties are independent contractors. Subscriber may not assign this Agreement without Company’s prior written consent, except where prohibited by law; Company may assign it in connection with a merger, acquisition, reorganization, or sale of relevant assets. Notices may be delivered to designated account email addresses or other written contact information. This Agreement and accepted Orders constitute the entire agreement between Company and Subscriber for the covered Services; a Distributor’s separate agreement governs only the relationship between Company and that Distributor. Company may update these online terms prospectively with reasonable notice, but material changes will not diminish rights under a prepaid Service Term without Subscriber’s consent or a legally sufficient alternative. Invalid terms are severable; failure to enforce a provision is not a waiver. Electronic and click-through acceptance is effective. In the event of a conflict between this Agreement and an Order, the Order controls only for expressly stated commercial terms of the purchased Services; this Agreement otherwise controls unless the Order expressly identifies the provision being superseded.

Readiness Systems, LLC  |  readisys.com  |  info@readisys.com