PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT (THE “EULA” or “AGREEMENT”) BEFORE DOWNLOADING, INSTALLING, USING OR ENABLING THE ROSCOLIVE® SYSTEM. This End-User License Agreement governs your use of the RoscoLive® System provided by Rosco, Inc., a New York corporation, with its principal office located at 90- 21 144th Place, Jamaica, NY 11435 (“ROSCO”). This is a legal agreement between ROSCO and you. ROSCO is willing to license the RoscoLive® System to you to download, install and use, only on the condition that you accept all the terms and conditions contained in this EULA. By selecting the “OK” button (or similar language provided by us) or by downloading, installing, using or continuing to use the RoscoLive® System, you acknowledge and agree that you have read and understand this EULA and accept all of its terms. If you do not accept this EULA in its entirety, then ROSCO is unwilling to license the RoscoLive® System to you and you may not download, install or use the RoscoLive®. System Any use of the RoscoLive® System by you under these circumstances will be considered a violation of this EULA and of Intellectual property laws and may subject you to civil and/or criminal penalties.

1. RoscoLive® System. The RoscoLive® System is the system that ROSCO has created using certain software and that is comprised of Rosco’s Dual-Vision video and audio recording devices and that uses cellular or Wi-Fi data transmission services (“Data Transmission”) provided by a third-party provider to permit the End User (You) to both store in the cloud and to have real time access to recorded audio and video from cameras facing outside of the vehicle (“Out Facing Data”) and audio and video from cameras facing inside of the vehicle, including cameras facing the driver and facing the passengers (“In Facing Data”) and other information such as vehicle operating data and alerts generated by the RoscoLive® System. As used herein Out Facing Data includes all data from cameras facing to the front of and outside of each vehicle, which includes, without limitation, road-related data and other relevant data, such as, for example, location of traffic signs, traffic lights, and lane markings, details of alerts generated by the RoscoLive® System and the time and location at which they were collected.

2. Modification of these Terms. ROSCO reserves the right to modify and/or change any of the terms and conditions of this EULA at any time and without prior notice. The most recent version of this Agreement shall always be available on ROSCO website located at https://wiki.roscocloud.com/user:product:roscolive:roscolive2.0:eula and the most recent version shall supersede any and all other versions of this Agreement. Continued use of the RoscoLive® System following the posting of these changes or modifications will constitute acceptance of such changes or modifications.

3. License. Conditioned upon your compliance with the terms and conditions of this EULA, ROSCO hereby grants to you a limited, reversible, non-exclusive, personal, non-sublicensable, non-transferable, non-assignable license to install and use the executable form of the RoscoLive® System. This use is limited to use in performing your job functions. You are expressly prohibited from making any use of the RoscoLive® System that does not involve performing your job functions. ROSCO reserves all rights in the RoscoLive® System not expressly granted to you in this EULA. You may not use the RoscoLive® System in any manner that could: (i) damage, disable, overburden, or impair the application (or any server or networks connected to any the application), or (ii) interfere with any third party's use and/or enjoyment of the application (or any server or networks connected to the application).

4. License Restrictions. Except as expressly specified in this EULA, you may not: (a) copy or modify the RoscoLive® System; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the RoscoLive® System to any person or entity; or use the RoscoLive® System in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA. You acknowledge and agree that portions of the RoscoLive® System, including, without limitation, the source code and the specific design and structure of individual modules or programs, may or do constitute or contain trade secrets of ROSCO and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the RoscoLive® System provided in object code or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

5. Wireless Service Availability: End User acknowledges and understands that wireless service uses radio technologies which are controlled by third parties and which depend in part on the supplied equipment’s ability to acquire cell tower signals and network coverage. End User further understands and acknowledges that network coverage is dependent on a number of factors not within the ROSCO’S control and is subject to transmission and service area limitations, interruptions and dropped calls. Wireless service and/or features may not be available in all areas.

6. Proprietary Rights. The RoscoLive® System is licensed, not sold to you. You acknowledge and understand that ROSCO owns all rights, title, and interest in and to the RoscoLive® System, including without limitation all intellectual property rights therein. The RoscoLive® System is protected by United States (and other countries) copyright, trademark, other statutory and common law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights, notices or markings appearing on the RoscoLive® System as delivered to you.

7. Data Ownership. End User also acknowledges, understands and agrees all elements of and all rights in and to Out Facing Data, including without limitation all video and audio data, generated through or by or stored in the RoscoLive® System, excluding any In Facing Data is owned by ROSCO. End User agrees that the Company may collect both Out Facing Data and In Facing Data and acknowledges and agrees that the Company owns all rights, title and interest in and to all Out Facing Data, including all intellectual property rights worldwide in this data, and that regarding all Out Facing Data, the Company has the exclusive right: (a) to possess, use, access, modify, disclose, distribute, license and otherwise utilize the data; (b) assign, convey and transfer the data; and © acknowledge that the data is the Company’s confidential information and provides a commercial advantage to Company and that its unauthorized use or disclosure would prejudice Company’s commercial interests, and accordingly End User agrees that it will not other than as permitted by this Agreement use or permit any third party to use, nor will End User access or attempt to access the Out Facing Data nor allow any third party to do so, save that you may request (and the Company shall not unreasonably refuse) the Company’s assistance to access and disclose the Out Facing Data to the extent necessary to comply with a mandatory statutory or regulatory obligation. Nothing in this EULA shall restrict your right to utilze any of the Out Facing Data or the In Facing Data (i) as permitted in other written agreements between you and ROSCO; (ii) for the purposes of fleet safety; (iii) for the purposes of driver training and improvement; or (iv) for the purposes of accident reconstruction.

8. Your Obligations. You agree to comply with all the applicable laws, rules and regulations when using the RoscoLive® System. Furthermore, you agree that you will not use the RoscoLive® System to infringe anyone’s rights, including, without limitations, any intellectual property rights of any person or entity.

9. No Obligation. ROSCO is not obligated to maintain or support the RoscoLive® System, or to provide you with updates, fixes, or services related thereto. You agree to use the RoscoLive® System at your own risk and that ROSCO shall not have any liability to you with respect to such content.

10. Governing Law. This Agreement shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of laws. You agree that exclusive jurisdiction over any cause of action arising out of this EULA shall be in the State or Federal courts of the United States located in or near Jamaica, New York.

11. Export Laws. You agree to comply fully with the U.S. export laws and regulations to ensure that neither the RoscoLive® System nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. Furthermore, by downloading and using the RoscoLive® System, you further represent and warrant that a.) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and b.) you are not listed on any U.S. Government list of prohibited or restricted parties.

12. Disclaimer of Warranties. You hereby acknowledge and agree that you assume all the responsibility and risk for your use of the RoscoLive® System and the results and performance thereof and your use of any Third-Party Software. THE ROSCOLIVE® SYSTEM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. ROSCO DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ROSCO OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. ROSCO DOES NOT REPRESENT OR WARRANT THAT: (I) THE ROSCOLIVE® SYSTEM OR ANY THIRD-PARTY SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE ROSCOLIVE® SYSTEM OR ANY THIRD PARTY SOFTWARE WILL BE UNINTERRUPTED; OR (III) THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE ROSCOLIVE® SYSTEM, ANY THIRD PARTY SOFTWARE AND ANY DATA ACCESSED THEREFROM. INFORMATION PROVIDED THROUGH THE ROSCOLIVE® SYSTEM OR ANY THIRD-PARTY SOFTWARE, MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND ROSCO WILL HAVE NO LIABILITY WITH RESPECT THERETO. ROSCO MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE ROSCOLIVE® SYSTEM OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE ROSCOLIVE® SYSTEM AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. ROSCO MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS FOUND OR CONTAINED ON THE ROSCOLIVE® SYSTEM. ROSCO DOES NOT WARRANT THAT THE ROSCOLIVE® SYSTEM, THE CONTENT, OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOU UNDERSTAND AND AGREE THAT YOU OBTAIN MATERIAL THROUGH THE USE OF THE ROSCOLIVE® SYSTEM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS.  YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE ROSCOLIVE® SYSTEM IS TO UNINSTALL AND CEASE USE OF THE APPLICATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

13. Errors. ALL DOCUMENTATION RELATED TO THE ROSCOLIVE® SYSTEM IS FOR GENERAL INFORMATION ONLY AND HAS NOT BEEN INDEPENDENTLY VERIFIED. THE ROSCOLIVE® SYSTEM AND THE DOCUMENTATION RELATED TO THIS APPLICATION HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE REGULATORY AUTHORITY AND MAY CONTAIN ERRORS OR OMISSIONS OF MATERIAL INFORMATION.  THE MATERIAL AND INFORMATION CONTAINED ON THE APPLICATION SHOULD NOT, THEREFORE, BE USED OR RELIED UPON FOR ANY SPECIFIC REASON OR APPLICATION WITHOUT INDEPENDENT COMPETENT PROFESSIONAL EXAMINATION AND VERIFICATION OF ITS ACCURACY, COMPLETENESS, SUITABILITY AND APPLICABILITY. ANYONE MAKING USE OF THE MATERIAL DOES SO AT HIS/HER/ITS OWN SOLE AND EXCLUSIVE RISK AND ASSUMES ANY AND ALL ACTUAL OR POTENTIAL DAMAGE OR LIABILITY RESULTING FROM SUCH USE.

14. Limitation of Liability. IN NO EVENT WILL ROSCO OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AUTHORIZED AGENTS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE ROSCOLIVE® SYSTEM UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT OR AN ACTUAL OR ALLEGED BREACH OF PRIVACY OR AND ACTUAL OR ALLEGED PRIVACY DATA BREACH (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT ROSCO SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL ROSCO’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS EULA, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID, IF ANY, BY YOU FOR THE ROSCOLIVE® SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SUCH AS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU

15. Indemnification. To the maximum extent permitted by law, You agree to defend, indemnify and hold ROSCO and all of its respective officers, directors, employees or authorized agents harmless from and against any and all claims, suits, losses liability, costs or expenses (including but not limited to reasonable attorneys’ fees) arising from or incurred as a result of your use of the RoscoLive® System, including your downloading, installation, or use of the RoscoLive® System, or your violation of this EULA.

16. Term and Termination. Your license to use the RoscoLive® System under this EULA shall continue until it is terminated by either party. You may terminate this EULA at any time, by discontinuing the use of the RoscoLive® System and by destroying all copies of the RoscoLive® System in your possession and control. This EULA and the license granted to you under this EULA will terminate automatically if you breach any term of this EULA.

17. Third Party Beneficiaries. Please note that when accessing the RoscoLive® System you may also be subject to the terms of use of other third parties. You acknowledge that third party application marketplaces (including but not limited to the Apple App Store, the Google Android Marketplace, the Microsoft Windows Marketplace) may be third party beneficiaries of this EULA and upon your acceptance of this EULA such stores or marketplaces may have the right to enforce this EULA against you as a third-party beneficiary. You further acknowledge and agree that such parties are not parties to this EULA other than as possible third-party beneficiaries and are not responsible for providing maintenance and support services with respect to the RoscoLive® System.

18. Data Privacy. You expressly waive all claims against ROSCO and all of its respective officers, directors, employees or authorized agents that the collection by the RoscoLive® System of any personal information about You, including personally identifiable information violates any of your rights, including without limitation, any of your privacy rights.

19. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.