Land Satellite Technologies LLC
Master Service Agreement
This Master Service Agreement (“MSA”) is entered into between Land Satellite Technologies LLC (“Provider,” “we,” “us,” or “our”) and the entity or individual identified below (“Customer,” “you,” or “your”).
This MSA governs all mobile security and surveillance units (“Units”) and related monitoring and response services (“Services”) provided on a best-effort basis, whether rented month-to-month or annually, as specified in one or more written quotes or statements of work (“Quotes”).
This MSA applies to all current and future Units, Services, and Quotes. No additional master agreement is required.
For clarity, “Customer” means the entity or individual that orders the Units or Services, receives invoices from Provider, and directs Provider’s performance, regardless of whether Customer acts on behalf of owners, affiliates, or project-specific entities. Third parties and end customers may benefit from or interact with the Units or Services but do not become customers of Provider.
Effective Date: February 15, 2024
Last Updated: December 17, 2025
The Effective Date reflects the date this MSA was first adopted by Provider. This MSA may be updated from time to time and, as updated, applies prospectively to services provided after notice to Customer.
1. Services
Provider rents mobile solar-powered surveillance Units and may provide Services that include live video monitoring, audible warnings (including talk-down announcements, acoustics, or prerecorded messages), and escalation to third parties, including law enforcement. The rented Units also provide a visual deterrence as on site presence.
Provider does not guarantee response times, law enforcement action, monitoring accuracy, or the prevention of theft, vandalism, injury, or loss. The Services are not intended to provide life-safety or emergency protection.
All pricing, quantities, service locations, and service terms are set forth in the applicable Quote, which is incorporated into this MSA.
1.1 Downstream Use
Customer may permit third parties to access or benefit from the Units or Services as part of Customer’s own services or operations, provided that such downstream use complies with this MSA. Customer remains fully responsible for all acts, omissions, representations, fees, and obligations arising from any downstream use of the Units or Services.
Provider has no contractual relationship with, and no responsibility or liability to, any end customer or other third party. Any agreement between Customer and a third party is separate from this MSA and does not bind Provider. Customer shall indemnify Provider from any claims arising out of downstream use.
1.2 Limited Downstream Interaction
Provider may, at Customer’s request or direction, communicate with or provide information to Customer’s end customers or other third parties in connection with the Services, including notifications, reports, logs, or event-related information. Any such interaction is performed solely on Customer’s behalf and for Customer’s convenience.
No such interaction shall create any contractual relationship, duty, or obligation between Provider and any third party, nor modify Provider’s rights or obligations under this MSA. Customer remains solely responsible for its relationship with all downstream parties and for any reliance placed on such communications.
Customer shall not hold itself out as Provider’s agent or make any representations, warranties, or commitments on Provider’s behalf.
2. Customer Responsibilities
2.1 Legal Compliance
Customer shall use the Units and Services in compliance with all applicable laws, ordinances and regulations.
2.2 Site Selection and Placement
Customer is solely responsible for selecting a safe, stable, and appropriate location for each Unit and for following Provider’s placement recommendations.
2.3 Site Control and Safety
Customer has exclusive control and responsibility for the premises where Units are located, including ground conditions, weather exposure, traffic, construction activity, and third-party access. Provider has no responsibility for site safety after delivery and installation.
2.4 Notification
Customer shall notify employees, contractors, and visitors of the presence of the Units and any associated hazards.
2.5 No Customer Relocation; Assumption of Risk
Customer shall not move, reposition, or relocate any Unit without Provider’s prior written approval. Any movement of a Unit by the Customer or its agents, whether authorized or unauthorized, is performed solely at Customer’s risk. Provider may, at Customer’s request and for an additional fee, relocate a Unit as part of Provider’s services.
Customer assumes all risk of injury, damage, loss, or service interruption arising from or related to any relocation by the Customer or its agents, including damage to the Unit, injury to persons or property, instability due to wind or weather, improper anchoring, solar misalignment, power loss, or delayed effects occurring after relocation. Provider has no responsibility or liability for the condition, performance, or safety of any Unit following relocation by Customer or its agents.
2.6 Unit Damage or Loss
Provider shall be responsible for ordinary wear and tear and for loss of or damage to Units occurring in the normal course of use. Customer shall be responsible for loss of or damage to Units to the extent caused by Customer’s breach of this MSA, misuse, unauthorized or improper relocation, failure to follow placement or setup requirements, or the negligent or intentional acts or omissions of Customer or its employees, contractors, or visitors.
2.7 Governmental Fees and Dispatch Charges
Customer is solely responsible for any fines, fees, penalties, charges, or costs imposed by any city, municipality, governmental authority, or third party arising from or related to the Units or Services, including without limitation false alarm fees, police or emergency dispatch charges, permit or registration fees, or similar assessments.
Provider has no responsibility for determining the applicability, validity, or enforceability of any such requirements or charges and shall not be liable for any amounts assessed against the premises, Customer, or any third party.
3. Fees and Payment
All installation, delivery, and pickup fees are charged upfront upon acceptance of a Quote. Rental and monitoring fees are charged as specified in the Quote. All fees are non-refundable unless expressly stated otherwise in writing.
3.1 Suspension of Services
Provider may suspend all or a portion of the Services upon Customer’s failure to pay any undisputed amount when due or upon Customer’s material misuse of the Units. Suspension shall not relieve Customer of its payment obligations, and Provider shall have no liability for any loss, damage, or injury occurring during a period of suspension.
3.2 Payment Terms
Monthly service fees are billed in advance for the upcoming service period unless otherwise stated in a Quote. Invoices are due upon receipt and are typically payable within fourteen (14) days. Customer remains responsible for all amounts owed until paid in full.
4. Month-to-Month Term.
Where Services are provided on a month-to-month basis, the initial Term will be one (1) month and will automatically renew on a monthly basis unless either party provides notice of non-renewal in accordance with this Agreement.
Any update to this Agreement will apply beginning with the next monthly renewal, provided Customer has received notice.
5. Annual Commitment; Monthly Billing.
Where Customer commits to Services for an annual or multi-month term, Customer agrees to maintain the Services for the full committed term, even if fees are billed and payable monthly.
Services under an annual or multi-month commitment are administered in monthly service periods. Updates to this Agreement may apply prospectively beginning with the next monthly service period, provided that such updates do not change pricing or the length of the committed term stated in the applicable Quote.
6. Termination
6.1 Termination for Breach
Either party may terminate this MSA for a material breach not cured within thirty (30) days of written notice. Active Quotes remain governed by this MSA unless terminated in accordance with their terms.
6.2 Recovery of Units; Access
Upon termination or expiration of Services for any reason, Customer shall provide reasonable access for Provider to retrieve the Units. Fees continue to accrue until Units are recovered.
If Provider is unable to retrieve a Unit due to lack of access, unsafe conditions, or Customer’s failure to cooperate, Provider may treat the Unit as lost or unrecoverable and charge Customer accordingly.
7. Limitation of Liability
7.1 Best-Effort Basis
Units and Services may be affected by environmental conditions, power availability, connectivity issues, equipment limitations, or third-party actions.
7.2 No Guarantee of Outcome
Provider does not guarantee detection, deterrence, monitoring accuracy, response times, or third-party response, including law enforcement.
7.3 Not an Insurer
Provider is not an insurer or guarantor of safety, security, or loss prevention. Customer assumes all risk of loss, damage, or injury at the site, whether or not monitored.
7.4 Third-Party Actions
Provider is not liable for delays, failures, or errors in contacting law enforcement or other third parties, or for the acts or omissions of such third parties.
7.5 Excluded Damages
To the maximum extent permitted by law, Provider shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, loss of data, or business interruption.
7.6 Liability Cap
Except for Provider’s gross negligence or willful misconduct, Provider’s total cumulative liability for any and all claims shall not exceed $2,500. Customer acknowledges that fees charged reflect this allocation of risk and limitation of liability.
8. Warranties
Provider warrants that Units will be in commercially reasonable working condition at delivery. All other warranties, express or implied, are disclaimed, including warranties of merchantability and fitness for a particular purpose. Units and Services are provided “AS IS.”
9. Indemnification
Customer shall indemnify, defend, and hold harmless Provider and its officers, employees, and contractors from any third-party claims, damages, losses, injuries, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or related to:
Customer’s site conditions
The presence, use, or operation of the Units
Customer’s breach of this MSA
Acts or omissions of Customer, its employees, contractors, or visitors
except to the extent caused by Provider’s gross negligence or willful misconduct.
10. Force Majeure
Provider is not liable for failure or delay caused by events beyond its reasonable control, including natural disasters, acts of war, labor disputes, or government orders.
11. Governing Law and Venue
This MSA is governed by the laws of the State of Texas. All disputes shall be resolved exclusively in state or federal courts located in Bexar County, Texas, and the parties consent to personal jurisdiction therein.
12. General Provisions
12.1 Entire Agreement
This MSA and all applicable Quotes constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements.
12.2 Order of Precedence
In the event of a conflict, the following order of precedence applies:
(1) the applicable Quote, but only with respect to pricing, quantities, service locations, service descriptions, and committed term;
(2) this Agreement.
All other documents, including purchase orders or similar documents, are for administrative convenience only and will have no contractual effect unless expressly agreed in writing by Provider.
12.3 Acceptance
This Agreement may be accepted by execution of a Quote, electronic acceptance, or other written confirmation. Acceptance of any Quote incorporates this Agreement by reference.
Customer’s continued use of the Services after receiving notice of an updated Agreement constitutes acceptance of the updated Agreement, effective in accordance with Sections 4 and 5.
12.4 Updates to Agreement.
Provider may update this Agreement from time to time. Any update will apply prospectively only and will take effect in accordance with Sections 4 and 5, as applicable.
Provider will provide notice of any update by email to Customer’s designated billing or administrative contact and/or by posting the updated Agreement at a Provider-designated URL. An update will be effective no earlier than ten (10) days after notice is provided.
Continued use of the Services following the effective date of an update constitutes Customer’s acceptance of the updated Agreement, subject to Customer’s rights under Sections 4 and 5.
12.5 Notices.
All notices under this Agreement must be in writing and will be deemed given when sent by email.
Notices to Customer may be sent to any email address reasonably associated with Customer’s relationship to the Services, including the individual who accepted the applicable Quote, any service coordination contact, or any billing contact to whom invoices are sent.
Notices to Provider will be sent to an email address designated by Provider.
Customer is responsible for ensuring that Provider has accurate and current contact information.
12.6 Authority
The person accepting this MSA represents and warrants that they have full authority to bind Customer and all owners, landlords, property owners, property managers, affiliates, and other parties with any legal or beneficial interest in the premises where Units are installed.
Customer represents that it has all rights and permissions necessary to install and operate the Units and to bind all such parties to this MSA.
12.7 Binding on Premises Interests
Customer enters into this MSA on behalf of itself and all persons or entities that own, manage, lease, or control the premises where the Units are installed, or that hold a legal or beneficial interest in such premises. All such parties are bound by this MSA to the extent of their interest in the premises, but no third party becomes a “Customer” of Provider by virtue of this Section.
12.8 Survival
Sections relating to limitation of liability, indemnification, warranties, governing law, venue, and data/privacy shall survive termination or expiration of this MSA.
12.9 Severability
If any provision is deemed invalid, the remaining provisions remain in effect.
13. Video Data Use and Opt-Out
Video Data.
Customer retains ownership of all video, images, and related data captured through the Services (“Video Data”). Provider may access, use, store, and process Video Data as reasonably necessary to provide and support the Services, including monitoring, incident review, response, and compliance.
Additional and Promotional Uses; Opt-Out.
Provider may use Video Data for internal product improvement, analytics, training, and marketing or promotional purposes. Customer may opt out of Provider’s use of identifiable Video Data for any such additional or promotional purposes by providing written notice. Any opt-out will apply on a prospective basis only and will not affect Provider’s ability to provide the Services.
De-Identified Data.
Provider may use Video Data that has been de-identified and aggregated so it cannot reasonably be used to identify Customer, individuals, or specific locations, for any lawful business purpose.