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EXHIBIT S1 AFR 1 (=®V aFR0 SYSMralms" TURNING YOUR DATA INTO DECISIONS' - Terms & Conditions — Comprehensive 5 Year 1. Payment: Net 45. 2. Payments may be made in 5 annual installments. 3. Each payment is made 12 months in advance. 4. Returns: are accepted with a valid Return Material Authorization (RMA) number only. Contact Customer Service for an RMA number. Mutual Hold Harmless SmartCover Systems agreed to substitute City of Santa Ana's Modified Indemnification (Section 8 in City Agreement). Loss of Communications Customer acknowledges that SCS is not responsible for the loss of wireless communication or Internet communications or any communications used in the operation of this system. Advisory Only The SmartCover® System' is an advisory service only. As such, SCS and its founders, owners, or staff are not responsible for any damage of any kind or from any cause whatsoever that may result from, in relation to, in connection with, due to, or as a result of the Installation or operation of the system, Including without limitation, equipment failure, or any consequential damages caused by, or resulting from, the use or installation of the SmartCover® system. Limited Warranty The equipment components of the SmartCover® System"' are warranted free from material defects of material and workmanship fora period of one yearfrom the date of installation. Unless otherwise stated, the SCS warranty herein is a parts -only warranty. Should the Customer discover any condition that might invoke a warranty claim, they are to expeditiously and without delay notify the SCS Technical Services group. Upon notification, SCS will assess and instruct the user on follow-on actions. Should a component fail as a result of a defect in material or workmanship, SCS will replace the component or repair it at the SCS location. For all valid warranty claims, as determined by SCS, reasonable freight charges to and from Customer shall be paid by SCS. In all cases, SCS shall determine the shipping method and/or carrier unless otherwise agreed to in writing by Customer and SCS. Upon approval of a warranty failure by SCS, SCS will either repair or replace the defective component at SCS' sole discretion. The foregoing warranty is exclusive. Repair or replacement In the manner provided above shall be the sole and exclusive remedy for breach of warranty and shall constitute fulfillment of all liabilities of SCS with respect to the quality and performance of the products. This warranty does not cover damage or repairs or replacements by any cause beyond the control of SCS, Including acts of nature, Improper use, lack of proper maintenance, vandalism, or unauthorized repair. SCS shall not be liable for any actual, exemplary, indirect or consequential damages, including damages for loss of goodwill or profits and/or losses, that stem from a failure or malfunction of the SmartCover® System'". SmartCoverO Systems"' does not provide traffic control. Customer must provide traffic control for Installation and servicing of all units. Hadronex Inc, dba SmartCover" Systems'" 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760)291-1980 www.smartcoversystems.com version 251 D201 Page 5 of 9 25H-15