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Docusign Envelope ID: EFBAE12B-2D33-4288-BDF3-3F19BEEB5A9F
<br />Convergint Technologies Terms and Conditions (Customer Support Program)
<br />Throughout this Proposal, including these Terms and Conditions and any attachments,
<br />(together, "Agreement') the temi "Converginf' refers to the Convengint Technologies affiliate
<br />operating in the state/province in which the Services is being perTomied and "Convergint Related
<br />Parties" means Convergint and its contractors, subcontractors, third pa% product
<br />manufacturers or providers.
<br />SECTION t THE SERVICES
<br />This Agreement takes precedence over and supersedes all prior proposals, correspondence,
<br />and oral or wrnten agreements or representations relating to the services set forth in the
<br />accompanying Proposal ('Services") and, subject to any changes or addendums, reptesents
<br />the entire agreement between Convergint and Customer. This Agreement applies to the
<br />exclusion of any other terms that the Customer seeks to impose or incorporate (such as
<br />Customer's purchase order fomi) which are in addiUon to or inconsistent with the temis and
<br />condiUons of this Agreement, or which are implied by trade, custom, pracUce or course of
<br />dealing, all ofwhich are deemed expressly rejected and will not be binding.
<br />This Agteement is made without regard to compliance with any special sourcing and/or
<br />manufactunng requirements, minonty or disadvantaged supplier requirements, or similar
<br />govemment procurement laws. Should such requirements be applicable to this Agreement
<br />Convergint reseives the right to mod§ and/orwithdraw its Agreement.
<br />Customer understands that Convergint is an authorzed distributor or reseller and not the
<br />manufadurer or developer ("OEM") of sokare, hardware and equipment (collectively, "Third
<br />Parky Products") being maintained under this Agreement.
<br />This Agreement assumes the systems and Third Party Products covered are in maintainable
<br />condition. If repairs are found necessary upon initial inspection by Converginl a separate
<br />proposal for repairwill be submitted for approval. Should this separate proposal be declined, all
<br />non-maintainable items will be removed from this Agreement and the CSP Costs adjusted
<br />accordingly.
<br />Customer agrees at no cost to Convergint
<br />a. To provide access to all areas of the site for the equipment identified in and/or relating
<br />to the List of Covered Equipment (as specified in the accompanying Proposal):
<br />b. To supply suitable electrical service as required by Convergint:
<br />c. To remove site obstacles and job safety hazards; and
<br />d. That in the event of any emergency or systems failure, reasonable safety precautions
<br />will be taken by Customer to protect life and properl dunng the perod from when
<br />Convergint is first notified of the emergency or failure and until such time that Convergint
<br />notifies the Customer that the systems are operational or that ihe emergency has cleared.
<br />It is understood that repair, replacement and emergency service provisions apply only to the
<br />systems and Third Parky Products overed by this Agreement and identified in the Agreement.
<br />Repair or replacement of non-maintainable pafs of the systems such as, but not limited to, unit
<br />cabinets, insulating materials, electrical wirlng, structural supports and other non-moving parts,
<br />are not included in this Agreement.
<br />In the event that the systems or Third Party Products included in this Agreement are modified,
<br />repaired, have a penpheral device attached to them, or are adjusted (hardwate or software) by
<br />someone other than a Convergint representative after the Stari Date of this Agreement
<br />(hereinaffer "Modification Evenf'), Convergint shall have the right to exercise any or all of the
<br />following options in response to this Modification Event.
<br />a. Require that the systems or Third Parky Produtts impaded by the Modification Event be
<br />subject to reacceptance tesUng by Conveigint;
<br />b. RequireremovaloftheequipmentimpactedbytheModificationEventfromthescopeofthis
<br />Agreement, so that the Services hereunder will not apply to such equipment
<br />c. Require temiination of this Agreement upon thirty (30) days' notice to Customer, at
<br />Convergint's opUon.
<br />THE SERVICES AND/OR THIRD PARTY PRODuCTS ARE DESIGNED TO HELP
<br />RE[)UCE, BUT NOT ELIMINATE RISKS OF LOSS RELATING TO PEOPLE, PREMISES,
<br />OR PROPERTY. THE AMOUNTS BEING CHARGED BY CONVERGINT ARE NOT
<br />SLIFFICIENT TO GUARANTEE THAT LOSS OR DAMAGE WILL DECREASE OR BE
<br />ELIMINATED. Customer acknowledges that proper safety and security requires a multi-
<br />layered approach of people, processes, safety, and technologies. The Services, including
<br />Third Parky Products, provided by Convergint are not sufficient to ensure overall safety and
<br />security. Customeracknowledgesandagreesthatitisresponsibleforitsoverallsafetyand
<br />security, including testing and maimenance of the Third Parky Products (except to the extent
<br />contracted to Convergint by written agreement) and training of its personnel. Customer
<br />acknowledges and agrees that it has a duty of care and is solely responsible for its
<br />compliance with applicable laws, rules, and regulations, including but not limited to export
<br />and re-export restrictions and regulations, privacy and data protection regulations,
<br />applicable OEM instructions, terms and conditions, EULAs, and proper product usage.
<br />Risk of loss, including any materials comprising the Services, shall pass to Customer as
<br />the materials are incorporated ak Customer's site subject to any end user license
<br />agreements. If materials are earlier stored on Customer's site pursuant to agreement
<br />between Customer and Convergint, tisk of loss with respect to such materials shall pass to
<br />Customer upon delivery to Customer's site.
<br />Applicable to Monitoring Services Only: If Monitonng Services are identified in the Proposal,
<br />the pariies agree that (a) these Terms and Conditions are not applicable, and (b) Monitoring
<br />Services are governed by the Monitoring Services Terms and Conditions effective on the
<br />Effective Date of the Proposal and available at https://www.convergint.com/terms, which is
<br />incorpotated by reference as if set forth herein in full. "Monitoring Services" is defined as
<br />"Services" in the Monitoring Services Terms and Conditions.
<br />SECTION 2. TERM
<br />This Agreement will commence on the Services start date ("Stark Date") and continue for the
<br />Version 3.1 (US AND CANADA) September 2, 2024
<br />perod of time specified in the accompanying Proposal ('Initial Term")..A.t tho ond of tho Initial
<br />Torm, thic.%roomont will ronovi automatically for cuccoccivo tormc of ono yoar ("Ronovi'til
<br />Torm"andtogothorwiththolnitialTorm,tho"Tomia'). EithcrpartymayterminatethisAgreement
<br />by giving the other pafy no less than thirty (30) days written nonce prior to the expiration date
<br />of the Initial Temi or the then current Renewal Temi.
<br />SECTION 3. PRICING
<br />Pticing and amounts proposed shall remain valid for 30 days unless otherwise specified. CSP
<br />Costs includes only the Services, including Third Par§ Products, set forth on Convergint's
<br />Proposal, unless noted othemise. Additional seivices orThird Parky Products, unless negotiated
<br />pnorto order placement, will be billed accordingly. Sales taxes (oras applicable GST, PST, VAT
<br />or similar tax) and any other taxes assessed on Customer shall be added to the CSP Costs
<br />upon invoice toCustomer.
<br />SECTION 4. INVOICE REMITTANCE AND PAYMENT
<br />Customer agrees to pay the amount due to Convergini as invoiced, within thirty (30) days of
<br />the date of such invoice. If Customer is overdue in any payment, Convetgint shall be entitled to
<br />suspend the Services without liability until paid, charge Customer an interest rate 5 and 1/2%
<br />percent per month (or the maximum rate permitted by law, whichever is less), and may avail
<br />itself of any otherlegal orequitable remedy. Customershall reimburse Convergintcosts incurred
<br />in collecUng any amounts that become overdue, including attomey fees, court costs and any
<br />other reasonable expenditure.
<br />SECTION 5. WARRANTY
<br />Warramies for Convergint's Services and Third Parky Products are described in the Limited
<br />Warranty for Products and Services available at https'//www.converqint.com/terms/, which
<br />is in effect as of the effective date of this Agreemem and is incorporated by reference as if
<br />set forth herein in full.
<br />SECTION 6. CHANGES
<br />W'thout invalidating this Agreement or any bond given hereunder, Customer or Convergint may
<br />request changes in the Services with a change order signed by both parkies. If Customer orders
<br />(i) any changes to the Services (e.g. change in objective, deliverables, tasks or hours), (ii)
<br />changes to schedule (e.g. frequency oF visits), or (iii) causes any material interference with
<br />Converginfs perTormance of the Services, Convergint shall be entitled to an equitable
<br />adjustment in the time for perTormance and in the CSP Costs, induding a reasonable allowance
<br />for overhead and profit.
<br />SECTION 7. FORCE MAJEURE
<br />Neither Customer nor Convergint shall be liable for any delay or failure in the perTomiance of
<br />their respective obligations pursuant to this Agreement due to circumstances beyond their
<br />reasonable control ("Force Majeure") and without the fault or negligence of the parky
<br />experiencing such delay. A Force Majeure event shall include, but not be limited to: acts of
<br />God, pandemic or epidemic, diseases, quarantines, unavoidable casualties, concealed
<br />conditions, acts of any civil or military authority riot, insurrections, and civil disturbances
<br />war, invasion, act of foreign enemies, hostilities (regardless of whether or not war is
<br />declared), rebellion, revolution, terrorist activities: strikes, lockouts or other labor disputes
<br />embargoes shorkage or unavailability of labor, supplies, materials, equipment or systems
<br />accideni fire, stom, water, flooding, negligence of others, vandalism, power failure, installation
<br />of incompatible equipment, improper operating procedures, source current fluduations or
<br />lighting, transportaUon contingencies; laws, statutes, regulations, and other legal requirements,
<br />orders or judgements; acts or order of any govemment or agency or official thereof, other
<br />catastrophes or any other similar occurrences. If perTomiance by either parl is delayed due to
<br />Force Majeure, the time for perTormance shall be extended for a period of Ume reasonably
<br />necessary to overcome the effect of the delay and Convergint shall be entitled to an equitable
<br />atljustment of the CSP Costs.
<br />SECTION 8. INSURANCE
<br />In lieu of any Customer insurance requirements, for Services perTormed in the United States,
<br />Convergint shall maintain the following insurance coverages during the term of this Agreement
<br />and upon request, shall provide certificates of insurance to the Customer:
<br />Worker's Compensation
<br />Employer's Liability
<br />Commercial Genetal Liability
<br />Statutory Limits
<br />$1,000,000 per occurrence/aggregate
<br />$1,000,000 peroccurrence
<br />$2,000,000 general aggregate
<br />$1,000,000 per occurrence/aggregate
<br />$3,000,000 peroccurrence/aggregate
<br />Automobile Liability
<br />ExcessAlmbrella Liability
<br />Convergintshallnotprovidelossrunsorcopiesofitsinsurancepolicies. Convergintshallprovide
<br />to the Customer no less than thirky (30) daysa notice pror to the termination or cancellation of
<br />any such insurance policy. For services perToimed in Canada, Convergint shall maintain similar
<br />insurance coverage dependent upon the local requirements in Canada and upon the insurance
<br />available under Convergintas insurance pmgram. All required insurance coverage shall be
<br />reasonable in the circumstances and compliantwith local cgulaUons.
<br />SECTION 9. INDEMNIFICATION
<br />To the fullest exkent allowed by law, Convergint shall indemnify and hold Customer hamiless
<br />from and against claims, damages, losses, and expenses (excluding loss of use) attnbutable to
<br />bodily injury, sickness, disease or death, or to destrucEon of tangible properky, but only to the
<br />extent caused by the negligent acts or omissions of Convergint or Convetgint's employees or
<br />subcontractors while on CustomeThs site.
<br />If Convergint is providing products or services for intrusion detection, detection of specific
<br />threats to people or property (including gunshot, or drone detection), mass notification,
<br />ballistics or explosives protection, or ptocessing of biometric, health, financial, or
<br />government identifier data (t.ollectively, "Special Offerings"), then to the fullest extent
<br />allowed by law (i) Convergint's indemnification obligations under the Agreement do not
<br />V3.1 September 2024 Convergrnt Tv.hnologres
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