Terms and Conditions 

1. Subject Matter. 

This Demonstration Agreement covers the handover of demonstration units of VERSA's IP two-way radios, 3-in-1 IP two-way radio, video, and GPS devices for the purpose of a test in the context of a prospective purchase. 

2. Terms. 

​2.1. VERSA delivers to CLIENT demonstration units whose descriptions are specified in the document (collectively, the “Units”) and whose serial numbers will appear on the delivery order. Damage or Lost of Units shall be billed separately at the value of the current public price of a new unit. 

​2.2. Representations and Warranties. The CLIENT hereby represents and warrants that: (i) if the CLIENT is a company, then the CLIENT is duly organized, validly existing and in good standing under the laws of the jurisdiction in which the CLIENT is registered; (ii) the CLIENT has complied with and shall continue to comply with throughout the term of this Agreement all Federal, State and local laws regarding business permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out the performance of the CLIENT’s duties and obligations under this Agreement and shall provide proof of same upon request by VERSA; (iii) the CLIENT’S relationship with VERSA will not cause or require that the CLIENT breach any obligation or confidence related to any confidential, trade secret and/or proprietary information of any other person, company or entity; (iv) the CLIENT shall comply at all times with all applicable laws, statutes, regulations, directives, guidelines, rules, orders, conventions, ordinances and standards and with all guidelines, standards, requirements, policies and procedures of VERSA; (v) the CLIENT has and will, at the CLIENT’S sole expense, acquired and will maintain throughout the term of this Agreement all necessary permits, consents, approvals, licenses, and other authorizations necessary to allow the CLIENT to perform its duties and obligations under this Agreement; (vi) the CLIENT has all rights necessary to enter into and to perform its duties and obligations under this Agreement; and (vii) neither the execution of this Agreement nor the performance of the CLIENT’S duties and obligations under this Agreement will result in a violation or breach of any other agreement by which the CLIENT is bound. Any breach of this paragraph shall result in the automatic termination of this Agreement as of the time of the occurring breach without notice being needed to the CLIENT and VERSA shall have the right to pursue any and all remedies available to it. 

​2.3. The demonstration period shall be between commencing and ending dates (“Demonstration Period”) displayed in the document as “Rental Period” and the due or return date of demonstration units is on the ending date. 

​2.4. If the CLIENT does not return the Units on the Return Date, the following conditions will apply: 

​ ​2.4.1. CLIENT agrees to pay VERSA two times (200%) the daily rental fee of US$ 25 per late Unit and CLIENT shall immediately pay VERSA said amount. 

​ ​2.4.2. If CLIENT does not return the Units within ten (10) days after the Return Date, then the Units will be considered as sold at the value of the current public price of a new unit and CLIENT shall immediately pay VERSA said amount. 

​ ​2.4.3. Any extension to the Demonstration Period must be accompanied by a new written demonstration agreement to be approved by the VERSA Sales and Relationship Manager and signed by the duly authorized representatives of the Parties. 

​2.5. Service Inclusions: 

• • Wide Area Coverage – Nationwide as per telecom operator coverage; however, VERSA does not guarantee absolute and complete coverage, as the maximum coverage of the Units depends on the existing telecommunication infrastructure in the area of use. 
  • Highly secure communication, group call, private call, and multi-call. 
  • Free integration to VersaNet Dispatch System. 
  • GPS feature, tracking system, and recording. 
  • License Free - No need to secure FCC licenses for the Radio CLIENT and Radio Terminal. 
  • Replacement of defective radio and battery. 

​2.6. Delivery. 

​VERSA shall deliver the Units within three (3) working days for preparation plus the standard transit time of a commercial courier service (e.g., USPS, UPS, FedEx) from South Las Vegas to the delivery address after receiving the credit card authorization from CLIENT. Delivery shall not take place until CLIENT has provided the list of user groups necessary for full device configuration. CLIENT shall inspect the Units within twenty-four (24) hours of delivery. Any defects or complaints regarding the Units' performance must be communicated in writing to VERSA within twenty-four (24) hours of delivery. The absence of a written complaint within this period shall be deemed acceptance of the Units in good condition and free from defects. 

​2.7. The CLIENT shall assume all risks or losses or damages to the Units from any cause whatsoever, including but not limited to force majeure and act of God. In case of loss of the Units the CLIENT shall pay the amount stipulated in paragraph 2.1 of this Agreement. In case of damage of the Units, the CLIENT shall pay the cost of repair based on VERSA repair charges. If it is determined that the Units are beyond repair, the value of the Units as stipulated in paragraph 2.1 of the Agreement will apply. Tampering, including but not limited to the engraving, writing, or any unauthorized interference with the Units, or making alterations affecting its functionality or appearance (“Tampering”) is strictly prohibited. Tampering with the Units shall be deemed a lost Unit and CLIENT shall pay the amount stipulated in paragraph 2.1 of this Agreement. The CLIENT shall undertake all precautions to ensure that the Units shall always remain in as good of condition as they were when delivered to CLIENT and not Tampered. 

​2.8. All accounts due to VERSA shall be settled within five (5) days upon Client’s receipt of VERSA statement of account (“Settlement of Account Date”). All amounts not settled by the Statement of Account Date shall be charged two percent (2%) per month. 

​2.9. Upon expiration of the Demonstration Period, the CLIENT shall return the Units to VERSA in the same condition as during the time of Delivery to the CLIENT. 

3. Credit Card Authorization.  

CLIENT understands, consents and authorizes VERSA to use the credit card that will be provided before delivery without original signature in the event CLIENT does not timely pay in full to VERSA any amount owed under this Agreement. This credit card authorization cannot be revoked and will not terminate until all demonstration units under this Agreement are returned in good conditions. CLIENT understands that this information will be saved to file for future transactions that are needed under this Agreement. 

4. Independent Contractor.  

The relationship of the Parties shall at all times be of an independent contractor and not as an employee. The Parties acknowledge and agree that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Neither Party: (i) shall be or represent itself to be an employee, agent, representative, partner or joint venturer of the other Party; (ii) shall have the right or authority to assume or create any obligation on behalf of or in the name of the other or to otherwise act on behalf of the other Party; and (iii) is required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the other party. Each Party is solely responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made under this Agreement. 

5. Compliance with Laws. 

Each Party shall comply with all applicable local, state, and federal laws, regulations, and ordinances in connection with its performance under this Agreement, including but not limited to data protection laws, anti-corruption laws, and industry-specific regulations. 

Specific to Data Protection, VERSA shall comply with applicable data protection laws in handling CLIENT’s data. The CLIENT acknowledges that VERSA’s data processing activities are governed by its Privacy Policy, which can be accessed at https://www.versa-global.com/data_privacy. 

6. Governing Law. 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws’ provisions. 

7. Dispute Resolution. 

The Parties shall use commercially reasonable efforts to amicably resolve any controversy, claim, or dispute arising out of or relating to or in connection with this Agreement in good faith. If the controversy, claim, or dispute cannot be amicably resolved within 30-days or longer than 30-days only if the Parties extend the deadline in a writing signed by the Parties, then any action or legal proceeding shall be brought only in the courts of Delaware, to the exclusion of other courts. In cases where the CLIENT is found liable for violation of this Agreement, VERSA shall also be entitled to payment of liquidated damages equivalent to thirty percent (30%) of the total amount stipulated in this Agreement. 

8. Attorney’s Fees. 

Unless otherwise decided in the final, binding and non-appealable ruling, each Party shall bear its own costs related to the good faith negotiations between the Parties. If a judge determines in a final and non-appealable ruling that the CLIENT has breached this Agreement, then the CLIENT shall be liable and pay to VERSA the reasonable costs and expenses (including, but not limited to the reasonable legal fees and expenses) VERSA has incurred. 

9. Remedies. 

If the CLIENT violates any provision of this Agreement, VERSA shall, in addition to any damages to which it is entitled, be entitled to immediate injunctive relief against the CLIENT prohibiting further actions inconsistent with the CLIENT’S obligations under this Agreement (without the requirement of posting bond or other security). All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by VERSA of any right or remedy does not preclude the exercise of any other rights or remedies that VERSA may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. 

10. Injunctive Relief. 

The CLIENT hereby acknowledges: (i) the unique nature of the protections and provisions established and contained within this Agreement; (ii) that VERSA will suffer irreparable harm if the CLIENT were to breach any of said protections or provisions or CLIENT’S obligations under this Agreement; and (iii) that monetary damages may be inadequate to compensate VERSA for such a breach. Therefore, if the CLIENT were to breach any of the provisions of this Agreement, then VERSA shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions. 

11. Liability. 

The CLIENT warrants and acknowledges that the CLIENT shall be solely liable for any loss or any other financial liability suffered by VERSA due to the CLIENT’S failure to perform under this Agreement. In addition, VERSA shall not be liable for any loss or damage to the CLIENT’S equipment under the terms of this Agreement. The CLIENT’S equipment shall be the CLIENT’S sole and exclusive responsibility. 

IN NO EVENT SHALL VERSA BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH, RELATED TO OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM AND WHETHER OR NOT VERSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

In the event it is ultimately determined by a court of competent jurisdiction in a final and non-appealable ruling that VERSA has committed a material breach of this Agreement or any other action or omission that gives rise to liability, the CLIENT agrees that the damage, if any, caused to the CLIENT thereby would not be irreparable or otherwise sufficient to entitle the CLIENT to injunctive or other equitable relief. The CLIENT also hereby acknowledges that the CLIENT’S rights and remedies in any such event shall be strictly limited to the right, if any, to recover money damages in an action at law in an amount up and not exceeding the amount the CLIENT has paid to VERSA under this Agreement, and the CLIENT shall not have the right to enjoin or restrain any of VERSA’S activities, services or products. 

12. Indemnification.  

The CLIENT shall defend, indemnify, hold harmless, and insure VERSA from any and all potential damages, expenses or liabilities which may result from or arise out of or are in relation to or are in connection with any negligence or misconduct on part of the CLIENT, or from any breach or default of this Agreement which may be caused or occasioned by the acts or omissions of the CLIENT. 

13. Force Majeure.  

VERSA shall not be liable for failure to perform or delay in performance hereunder if such failure or delay is due to fire, storm, flood, war, embargo, pandemic or any act of God or other cause or contingency beyond VERSA’S reasonable control and does not result from the acts or omissions of VERSA; provided that, if any act or event described in this paragraph prevents or will prevent VERSA from performing its obligations under this Agreement: (i) VERSA will promptly notify the CLIENT thereof in writing; and (ii) VERSA will use VERSA’S best efforts to resume performance of its obligations under this Agreement as promptly as possible. 

14. Notice. 

All notices, requests, demands and other communications relating to this Agreement shall be in writing and sent to the designated address or email address listed in this Agreement for the Party to be notified and shall be deemed to have been duly given to the Party to be notified: (a) upon personal delivery by hand to the Party to be notified with a written verification of receipt that is signed and dated by the Party to be notified; (b) on the same date the Party to be notified signs for the delivery only when a notice is sent by mail, postage prepaid, with a signature required by the Party to be notified; or (c) upon delivery by email only when the Party sending the email does not receive a bounce-back email or any other indication that the email was not received by the Party to by notified. Either Party may change their address or email address for the purpose of notice by providing notice to the other Party pursuant to the terms of this Section. 

15. Entire Agreement. 

This Agreement, together with any exhibits hereto, constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all prior or contemporaneous communications, representations, negotiations, proposals, understandings or agreements, whether oral or written, between the Parties with respect to the subject matter herein. The Parties agree that there are no representations, warranties, collateral agreements or conditions affecting this Agreement except as expressly provided in this Agreement. 

16. Amendments. 

Any modifications, changes or amendments of this Agreement, or any additional obligation assumed by either Party in connection with this Agreement must be agreed to in writing and signed by the authorized representatives of both Parties hereto with the same degree of formality as this Agreement. 

17. Assignment. 

The CLIENT may not assign, transfer, or delegate this Agreement (including, but not limited to, any assignments, transfers, or delegations by operation of law due to a merger, acquisition, or other corporate transaction) and/or any of the Services to be provided under this Agreement without the express prior written consent of VERSA, and any attempted assignment, transfer, or delegation in violation of this provision shall be null and void. 

18. Severability. 

In the event that any one or more of the provisions of this Agreement is determined and/or held to be invalid, unlawful, illegal, void or unenforceable in whole or in part, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be modified, rewritten or interpreted to the extent feasible to make it enforceable with respect to the specific dispute at hand and to reflect the original intent of the provision as considered in the context of this Agreement as a whole. This modified, rewritten or interpreted provision shall be enforced with respect to the underlying claims in the dispute, and any finding of invalidity or unenforceability shall not affect the validity or enforceability of this Agreement as a whole or any other remaining provision herein. 

19. No Waiver. 

The failure of either Party to insist upon strict performance of any terms and conditions contained herein shall not be construed as a waiver thereof or of any other terms and conditions in this Agreement. The same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 

20. Advice of Counsel. 

Each Party acknowledges and agrees that, in executing this Agreement, that each Party has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Agreement. 

21. Interpretation. 

This Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. Paragraph headings and titles used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement. 

22. Authority. 

Both Parties represent and warrant that the individuals signing on behalf of the respective Parties have full authority to do so, and that upon execution this Agreement shall constitute a binding, legal obligation of such Party. In addition, each representative signing below on behalf of each Party declares that it is duly authorized to accept all commitments and obligations contained in this Agreement on behalf of the Party each representative represents. 

23. Counterparts. 

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Electronic signatures shall be deemed of the same legal effect, validity and enforceability as original signatures.