OpenTV, Inc., 5090 North 40th St., Suite 450, Phoenix, AZ, USA (doing business as “Kudelski IoT”) (also referred to as “we,” “us,” and/or “our”)

provides a vehicle key finder service (the “Service”) for individuals through its product RecovR for Keys. The Service uses (1) an application

installed on your mobile device (“Mobile App”) and (2) the RecovR for Keys Tags (“RecovR Product”) provided with each vehicle key and/or key

fob delivered with your purchased or leased vehicle identified on page 1 ("Vehicle”).

To access the Service, you need an activated RecovR Product and the Mobile App. The Service operates by receiving location information from the RecovR Product when it is physically near the mobile device on which the Mobile App is installed. When the RecovR Product is not physically near the mobile device, its current location will not be transmitted, but the Mobile App will continue to show the last location where the RecovR

Product transmitted location information.

Use of the Service, RecovR Product and Mobile App are subject to the following terms and conditions that collectively form the agreement (“Agreement”) between Kudelski IoT and the individual (“you” or “your”) who purchases the RecovR Product and the Service through the dealer from which you buy or lease your Vehicle.

The purchase of the RecovR Product and the Service is not required in order to purchase or obtain financing for your Vehicle. The purchase price for the Service and RecovR Product is nonrefundable unless required by state Law. Please see your Dealer for further detailed.

BY SIGNING THIS AGREEMENT (IN PAPER OR THROUGH ELECTRONIC MEANS), YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS

AGREEMENT AND YOU AGREE TO COMPLY WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO YOUR USE OF THE SERVICE, THE

RECOVR PRODUCT AND THE MOBILE APP.

You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. This Agreement takes effect at the date of your purchase or lease of the Vehicle mentioned on the first page of this Agreement (the “Effective Date”).

This Agreement gives you specific legal rights. In addition, you may also have other legal rights under applicable state law. The disclaimers, exclusions, mandatory and binding arbitration, limitations of liability, indemnification, waiver of jury trial, waiver of class action under this Agreement will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this Agreement may not apply to you.

1. Arbitration and Governing Law.

1.1. This Agreement is governed by the laws of the State of Delaware, regardless of any conflict of law provisions.

1.2. It provides that most disputes between You and Us shall be resolved by binding arbitration. Arbitration replaces the right to go to court.

1.3. This arbitration provision (“Arbitration Provision”) is a part of the terms and conditions of this Agreement. You and We agree that, except as

expressly provided below, any and all disputes, controversies or claims of every kind or nature arising out of or in any way related to any acts,

statements or representations leading up to the making of the terms and conditions of this Agreement, or the validity, interpretation,

performance or breach of any provision of the terms and conditions of this Agreement, or any relationship resulting from or related to any of the

foregoing (each a “Claim”) will be resolved exclusively through mandatory binding arbitration, at the election of either You or Us. This includes

any Claim You assert against Our parent, subsidiaries, affiliates, licensees, predecessors, successors, assigns or agents, or the employees,

directors, officers, shareholders or representatives of any of the foregoing, or any third party providing any product or service in connection with

the terms and conditions of this Agreement or any other person, in connection with any Claim asserted against Us. Through this Arbitration

Provision, You and We waive any right You or We might have had to bring any action, lawsuit, class action, or class arbitration, or to participate

in such as a claimant. You and We also waive any right to consolidate or join any arbitration proceedings with the arbitration proceedings of

others. You and We also waive any right to bring a representative action or serve as a private attorney general in arbitration or litigation in any

jurisdiction where such proceedings are permitted.

1.4. This Arbitration Provision applies from the Effective Date. You and We acknowledge that this Agreement and the underlying transaction involve

interstate commerce and that this Arbitration Provision is therefore governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. § 1,

et seq., and any amendments thereto.

1.5. This Arbitration Provision will not apply to any Claim that is brought by You or Us as an individual (non-class) action in a small claims court, so

long as the Claim is not amended to seek an amount in excess of the jurisdiction of the small claims court or to request a jury trial or relief on

behalf of a class of claimants.

1.6. Any arbitration will be administered by the American Arbitration Association (“AAA”), telephone 1-800-778-7879 (toll free), www.adr.org, or

such other nationally recognized arbitration process or organization mutually agreed upon by You and Us. The arbitration will be conducted

pursuant to the rules of the AAA or such other nationally recognized arbitration process or organization mutually agreed upon by You and Us, as

applicable, in effect at the time the arbitration is commenced (hereinafter “the Rules”). To the extent the Rules are inconsistent with this

Arbitration Provision, this Arbitration Provision will control.

Arbitrators shall not have the power to award damages or other relief to a class of claimants, or to consolidate any Claim of any other person or

entity with any Claim of You or Us except as expressly provided above in this Arbitration Provision or to award damages or relief to or for the

benefit of any person or entity that is not a party to the arbitration.

1.7. You and We will each pay our own attorney’s fees and other costs of arbitration, except as otherwise provided under applicable law or the Rules.

The arbitrator’s fees will be allocated between You and Us in accordance with the Rules.

1.8. This Arbitration Provision will survive the completion or termination of this Agreement. If any portion of this Arbitration Provision is deemed

invalid or unenforceable, the remaining portion will nevertheless remain in force, except that if a court or arbitrator should determine that the

provision hereof that there will be no class arbitration and/or no consolidation of the claims of others in the arbitration between You and Us is

not enforceable, and that determination is affirmed should there be any appeal thereof, then this entire Arbitration Provision will be

unenforceable.

2. Your Registration and Account Information

2.1. You represent and warrant that all required registration information you submit to Us is truthful and accurate. You agree to promptly notify Us

of any updates to the information that you have submitted.

2.2. To access the Service, you must have a valid email address and create only one account per email address. You may not select as your User ID a

name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You are responsible for

maintaining the confidentiality of your account login information, including keeping your password secure. If you suspect or become aware of a

breach of your account, or breach of the security of your account, or unauthorized use of your account, you agree to notify us immediately.

OpenTV, Inc. is not liable for any loss or damage arising from your failure to comply with the above requirements.

2.3. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you or others

authorized by you, including your guests, family members, employees, agents, contractors or other third parties (each, an “Authorized User”).

You will ensure that all Authorized Users comply with your obligations under this Agreement. We are not responsible for unauthorized access to

your account, except in cases where We are grossly negligent.

2.4. All requests for technical support should be submitted by email via [email protected] or by contacting Kudelski IoT at 833-225-9957. We will use

our reasonable efforts to respond to all support requests, but we may prioritize requests where bug fixes and error corrections are available.

3. Consent and Notice to Other Parties.

3.1. Individuals under the age of 18 may only use the RecovR Product, Service and Mobile App with the consent and under the supervision of a

parent or legal guardian who agrees to be bound by this Agreement. If you are a parent or legal guardian of a user under the age of 18, and you

consent to these terms on behalf of the minor user, you are fully responsible for the acts of such user in relation to the RecovR Product, Service

and Mobile App.

3.2. If you authorize a third party to use your Vehicle key and/or key fob equipped with the RecovR Product (collectively, “Other Parties”), you agree

to notify those Other Parties that the location information of your vehicle key and/or key fob may be accessible through the Service. It is your

responsibility to obtain any approvals, permissions, consents and authorizations from those Other Parties that may be required under law.

4. Sale or Transfer of Your Vehicle to a Third Party

4.1. If You sell or transfer Your Vehicle to a private individual (“Transferee”) during the Service Term, the Service is eligible for a one-time transfer to

the Transferee, provided that the Service is active at the time of the sale or transfer of Your Vehicle. The Service may not be transferred to a

vehicle dealer, wholesaler or other person or entity that sells vehicles commercially.

4.2. If You sell Your Vehicle during the Service Term (as mentioned on page 1 of this Agreement), You agree to notify the transferee (whether or not

the transferee is a private individual) that the Vehicle’s keys and/or key fobs are equipped with the RecovR Product and to notify Us of the sale

or transfer of the Vehicle within thirty (30) days of the date of sale or transfer of the Vehicle.

4.3. Your notification shall be sent by email to [email protected] and shall include the following information:

Upon receipt of Your notification, We will deactivate the RecovR Product and Your access to the Service.

4.4. To be eligible to use the Service for the remaining period of the Service Term, the Transferee must contact Us by email at [email protected] within

thirty (30) days of the date of the sale or transfer of the Vehicle and include:

Upon receipt of the Transferee’s notification including the required information, We will send to the Transferee the terms and conditions of use

of the Service, RecovR Product and Mobile App (mentioning the remaining period of the Service Term) for acceptance and execution

(“Transferred Agreement”). Upon receipt from the Transferee of the executed Transferred Agreement, We will activate the RecovR Product for

the Transferee for the remaining period of the Service Term mentioned on the first page of this Agreement.

4.5. The Service may be transferred only once during the Service Term.

5. Data Privacy.

5.1. You understand and acknowledge that in order to provide the Service and perform its obligations under this Agreement, Kudelski IoT will collect

personal information about You, the Vehicle and the Vehicle’s key and/or key fobs.

5.2. When you have subscribed to the Service, the location data of your RecovR Product ("Location Data”) is collected and processed locally by the

Mobile App. Such data is not sent, stored, or collected by Kudelski IoT. Your mobile phone configuration settings will impact the access to or collection of Location Data. You have the right at any time to revoke your consent to give access to the mobile phone’s location service and Bluetooth service. However, by revoking your consent, You understand that We will not be able to deliver the Service to You.

5.3. In order to download the Mobile App and use the Service, You must review and agree to the Kudelski IoT Privacy Notice (“Privacy Notice”). For

information about privacy matters, you may refer to the Privacy Notice at https://intercom.help/Kudelski/en/articles/5141831-car-owner-

privacy-notice and/or contact Us by email at [email protected] or by phone at 833-225-9557.

6. WARRANTIES.

6.1. Limited Warranty (RecovR Product).

6.1.1.1. Kudelski IoT warrants to You, as the original purchaser, that the RecovR Product will be free from defects in workmanship, and materials under normal use (“Defects”) for a period corresponding to the Service Term specified in page 1 of this Agreement (“Limited Warranty Period”). During the Limited Warranty Period, the RecovR Product will be repaired or replaced at Kudelski IoT’s choice (“Limited Warranty”) without charge to You for either parts and/or labor.

6.1.1.2. Exclusions: This Limited Warranty does not cover damage caused by normal wear and tear or as a result of the RecovR Product being installed, opened or repaired by someone not authorized by Kudelski IoT, and does not cover damage caused by: misuse, moisture, liquids, proximity or exposure to heat and accident, abuse, non-compliance with the instructions supplied with the RecovR Product, neglect or misapplication. The Limited Warranty does not cover cosmetic damage to the RecovR Product.

6.1.1.3. Claims Process: In order to make a claim under the Limited Warranty, You must contact Kudelski IoT at 833-225-9957 or by email at [email protected] during the Limited Warranty Period to explain the Defect. Kudelski IoT will troubleshoot the matter, and in the event Kudelski IoT is unable to resolve the issue, Kudelski IoT shall issue a Return Materials Authorization (“RMA”) number, if necessary. Upon receipt of the RMA, You shall arrange to have the defective RecovR Product returned to Kudelski IoT. Kudelski IoT shall be responsible for replacement and installation of the replacement RecovR Product. Within thirty (30) days of Kudelski IoT’s issuance of an RMA, Kudelski IoT shall deactivate the defective RecovR Product and activate the replacement RecovR Product. Replacement of a defective RecovR Product does not restart or extend the Limited Warranty Period.

6.1.1.4. DISCLAIMER: If any part of this Limited Warranty is held to be invalid or unenforceable, the remainder of the Limited Warranty shall nonetheless remain in full force and effect. If applicable law requires any implied warranties with respect

to the RecovR Product, all such warranties are limited in duration to the duration of the Limited Warranty Period. Some states and/or jurisdictions do not allow limitations on how long an implied warranty lasts, so the above may not apply to You. This Limited Warranty gives You specific legal rights, and You may also have other rights under applicable state law.

6.2. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 6.1 , THE RECOVR PRODUCT, MOBILE APP AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND

OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE RECOVR PRODUCT, MOBILE APP AND/OR SERVICE OFFERINGS, AND NONE OF THE STATEMENTS THAT MAY BE CONTAINED IN ANY ADVERTISING, MARKETING OR OTHER PROMOTIONAL MATERIALS SHALL BE DEEMED TO MODIFY THIS AGREEMENT OR CONSTITUTE A REPRESENTATION, WARRANTY OR INDEMNITY AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND (III) THAT THE RECOVR PRODUCT, MOBILE APP AND SERVICE WILL BE UNINTERRUPTED, ERROR FREE, ACCURATE, RELIABLE, OR FREE OF HARMFUL COMPONENTS.

6.3. You shall not directly or indirectly (i) attempt to interfere with or disrupt the integrity or performance of the RecovR Product,

Mobile App or Service or any component/element therein, (ii) reverse engineer, decompile, disassemble the RecovR Product or

Mobile App or otherwise use the RecovR Product, Mobile App or Service to attempt to discover any such software source code,

object code, structure, hardware design, algorithms, ideas or underlying information, (iii) modify, translate, reproduce or create

derivative works based on the RecovR Product or Mobile App, (iv) remove any proprietary rights notices from the RecovR Product

or Mobile App or (iv) use the RecovR Product, Mobile App or Service for unlawful purposes. ANY VIOLATION OF THIS SECTION 6.3

BY YOU SHALL VOID THE WARRANTY SET FORTH IN SECTION 6.1 OF THIS AGREEMENT.

7. Software License.

7.1. Limited License. Kudelski IoT grants You a limited personal, worldwide, non-assignable, non-transferable, and non-exclusive license to use the

software embedded in the Mobile App and the software embedded in the RecovR Product (“Software”) provided to You by Kudelski IoT as part

of the Service. This license is for the sole purpose of enabling You to use the RecovR Product and Service as provided by Kudelski IoT and in the

manner permitted by this Agreement. You agree not to access (or attempt to access) any of the RecovR Product or Service by any means other than through the Mobile App. You agree that You will not engage in activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).

7.2. Updates. The Software which You use may from time to time automatically download and install updates from Kudelski IoT. These updates are

designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules,

and complete new versions. You agree to receive such updates (and permit Kudelski IoT to deliver these to You) as part of Your use of the Mobile App and the Service.

8. No Monitoring Services.

8.1. The RecovR Product, Service and Mobile App are not intended to be an emergency notification system (e.g. 911), emergency service provider, or lifesaving solution for individuals at their home, places of employment, or otherwise. We do not monitor the RecovR Product, Service or Mobile App for any emergency notifications and will not dispatch emergency authorities in the event of an emergency. We make no warranties,

representations or promises of any kind that the use of the RecovR Product, Service or Mobile App will provide, affect or increase any level of safety. You acknowledge that the RecovR Product, Service and Mobile App are not intended to provide any guaranteed level of reliability and are not a substitute for a third-party monitored emergency notification system. We cannot and do not guarantee that you will receive notifications

in any given timeframe or at all. All life threatening, safety and emergency events should be directed to the appropriate emergency response services.

8.2. You understand that the Service operates by receiving location information from the RecovR Product only when it is physically near the mobile

device on which the Mobile App is installed. When the RecovR Product is not physically near the mobile device, its current location will not be

transmitted, but the Mobile App will continue to show the last location where the RecovR Product transmitted location information.

8.3. IF YOU EXPERIENCE AN EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911, OR APPROPRIATE EMERGENCY

RESPONSE SERVICE.

9. Term; Termination.

9.1. The term of this Agreement starts on the Effective Date and remains in effect for the duration of the Service Term mentioned on page 1

of this Agreement, unless earlier terminated in accordance with this Agreement.

9.2. You may terminate this Agreement by contacting us by email via [email protected] and indicating that You wish to terminate the Service.

We may terminate your right to access or use the RecovR Product or Service if You have used the Service or RecovR Product in violation of this

Agreement, including any incorporated terms or conditions. Otherwise, your right to access or use the RecovR Product or Service, will terminate

upon the expiration of the Service Term mentioned on page 1 of this Agreement.

9.3. Upon termination, all of your rights under this Agreement immediately terminate and the RecovR Product will be deactivated. No

refunds of any amounts paid for the Service or RecovR Product will be provided, unless required by applicable state law. Please see your Dealer

for further detailed .

10. Indemnification.

You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and

representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees arising out of

or relating to any third-party claim) concerning: (a) breach of this Agreement or violation of applicable law by you, or by an Authorized User; or

(b) a dispute between you and any Authorized User.

11. Limitations of Liability.

WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES

(INCLUDING DAMAGES FOR LOSS OF USE OF YOUR VEHICLE’S KEYS AND/OR KEY FOBS IN THE EVENT THE RECOVR PRODUCT IS UNABLE TO

LOCATE YOUR VEHICLE’S KEYS AND/OR KEY FOBS), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR

AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE SERVICE, RECOVR PRODUCT

AND MOBILE APP. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Assignment.

You may not assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement, without our express prior

written consent. Any assignment or transfer in violation of this section will be void.

13. Entire Agreement.

This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Us and

You, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term,

condition or other provision that is different from or in addition to the provisions of this Agreement.

14. Force Majeure.

We are not liable for failure to fulfill our obligations under this Agreement due to causes beyond our reasonable control (for example, acts of

nature, operational disruptions, man-made or natural disasters, epidemic or pandemic public health crises, electrical or power failures or

interruptions, riots, strikes, internet or telecommunication interruptions, acts of terrorism or war).

15. Trademarks.

RecovR, the RecovR logo OPENTV and KUDELSKI are trademarks or registered trademarks owned by Us or our Affiliates.

16. No Third-Party Beneficiaries.

This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

17. Notice.

To You. We may provide any notice to you under this Agreement by: (i) sending a message to the email address associated with your account ; or

(ii) notifying You via the Mobile App. Notices we provide by email or through the Mobile App will be effective when we send the email or the

message on the Mobile App. It is your responsibility to keep your email address current.

To Us. To give us notice under this Agreement, you must contact us by personal delivery, overnight courier or registered or certified mail to this

mailing address: OpenTV, Inc., Attn: RecovR Legal, 5090 N. 40 th Street, Suite 450, Phoenix, Arizona 85018. We may update this address by Notice

to You provided in accordance with this Section 17 .

18. No Waivers.

The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to

enforce such provision at a later time. All waivers by us must be in writing to be effective.

19. Severability.

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and

effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the remaining portions. If such construction is not

possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and

effect.

20. Headings.

Headings in this Agreement are for reference purposes only and are not to be interpreted as being part of this Agreement.

21. Electronic Acceptance of Agreement.

The Parties agree that an electronic acceptance of this Agreement is legally valid, effective, and enforceable.