ChronoTrack Systems CON-M200-USA1 Users Manual

CHRONOTRACK SYSTEMS CORP.

PRODUCT AND SERVICE ACQUISITION AGREEMENT

This agreement is entered into as of this ____ day of _____________, 201__ by and between
Chronotrack Systems Corp., having a place of business at 111 E. Diamond Avenue, Evansville, Indiana
47711 (“ChronoTrack”) and ______________________________________, having a place of business
at ___________________________________________________________ (“Customer”). The parties
are entering into this Agreement for the provision of UHF RFID tags for use in timing races that will or
may be conducted by Customer. The parties hereto agree as follows:

1. Customer agrees to purchase all UHF RFID tags for any races customer may time, using
Chronotrack’s race timing equipment, at the then-current price for such tags from Chronotrack.

a. In the normal course of business Chronotrack agrees to limit price increases of UHF RFID

tags to no more than the Consumer Price Index in any one calendar year. If, however,
Chronotrack can show an increase in its costs for UHF RFID tags that exceed 10% in any
calendar year, Chronotrack reserves the right to renegotiate the price of UHF RFID tags
during the life of this contract. If the parties are unable to agree on a new price, Chronotrack
may, at its option, increase its price by the amount its costs increased by more than ten
percent (10%) in any calendar year.

b. If through no fault of the Customer, Chronotrack fails to fulfill a Customer’s order for UHF

RFID tags, and, provided Customer’s order was received in a timely manner, Chonotrack
will not unreasonably withhold permission for Customer to use a third party’s UHF RFID
tags on a one-time basis. Such request must be made and acknowledged in writing using
FAX or email.

2. Chronotrack shall bill such orders promptly and in the usual course of business. Customer
will use reasonable business efforts to advise Chronotrack of customer’s anticipated needs for
such UHF RFID tags. Chronotrack will use its best efforts to meet all delivery schedules
requested by customer. Payment shall be due within thirty (30) days of the invoice date.
Any invoice not paid within ninety (90) days of the invoice date shall be subject to late fees in
the amount of one percent (1%) per month. In addition, Customer shall be responsible for all
attorney fees and costs of collection incurred by Chronotrack in collecting any past due
invoices.

3. Chronotrack hereby grants to customer a non-exclusive right and license for a one-time use of
the UHF RFID tags purchased and related technology. Chronotrack retains all rights, title and
interest in the technology related to the use of the UHF RFID for timing of races. All rights
not expressly granted herein are retained by Chronotrack.

a. The license granted hereby is for a single use of each UHF RFID tag purchased from

Chronotrack. Multiple use of any UHF RFID tag is not permitted and constitutes a
violation of the terms of the license.

b. The grant of the license for use of the UHF RFID tags purchased from Chronotrack is

conditioned upon at least one (1) representative of Customer successfully completing
Chronotrack’s official training session. Until at least one (1) representative of Customer

has successfully completed Chronotrack’s official training session, Customer shall not be
permitted to purchase any UHF RFID tags pursuant to this Agreement and is not authorized
to install or operate the Chronotrack race timing equipment

c. Customer acknowledges that it must use Chronotrack’s UHF RFID tags in races conducted

by Customer using any of Chronotrack’s race timing equipment.

4. Chronotrack represents and warrants that the equipment shall be free from defects in material
and workmanship at the time of delivery, installation and performance thereof for a period of
one (1) year for professional series equipment and for a period of ninety (90) days for
mini-series equipment. If during the applicable warranty period following delivery to
customer, service is required with respect to any Chronotrack systems provided, Chronotrack
shall provide warranty service or replacement, at Chronotrack’s option, at its facilities in
Evansville, Indiana. Customer shall be responsible for the cost of returning shipment to
Chronotrack and Chronotrack will be responsible for ground shipment following service
and/or replacement of the product. During the above warranty periods Chronotrack will make
a good faith effort to provide loaner timing systems for Customer systems that are being
serviced under warranty. Shipment of such loaner equipment will be at Customer’s expense.

EXCEPT FOR THE WARRANTIES PROVIDED ABOVE, CHRONOTRACK DISCLAIMS
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. IN NO EVENT
SHALL CHRONOTRACK BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF
PROPERTY, ARISING FROM OR RELATED TO THIS AGREEMENT REGARDLESS OF
THE FORM OF ACTION EVEN IF CHRONOTRACK WAS INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES.

5. Upon expiration the above warranty periods Chronotrack will make available a support/
service contract that will cover software upgrades and hardware repair. Chronotrack will also
offer a fee based loaner system for equipment that is being serviced. As long as replacement
parts are available, Chronotrack will continue to offer service and support on all Chronotrack
timing equipment for at least one (1) year after announcing end-of-life on any equipment. In
the event replacement parts are no longer available, Chronotrack may substitute parts or will
offer for sale a comparable timing system capable of using Customer’s inventory of
Chronotrack provided UHF RFID disposable tags.

6. In the event customer breaches this Agreement by using Chronotrack timing equipment to time
a race and does not use authorized UHF RFID tags purchased from Chronotrack or re-uses
single use tags, customer shall be obligated to pay Chronotrack $10,000.00 per race or $2.00
per competitor per race, whichever amount is higher.

7. Neither party is an agent, servant, employee, legal representative, partner or joint venturer of
the other. Nothing herein shall be deemed or construed as creating a joint venture or
partnership between Chronotrack and customer. Neither party has the power or authority to
bind or commit the other.