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Docusign Envelope ID: B2AalFE72-157F-402C-ABF6-9AD2259E53A3
<br />Convergint Technologies Terms and Conditions (Customer Support Program)
<br />Throughout this Proposal, including these Temis and Conditions and any atiachments,
<br />(together, "Agreemenf') the term "Convergint" refers to the Convergint Technologies affiliate
<br />operaUng in the state/province in which the Services is being perTormed and "Convergint Related
<br />Parues" means Convergint and its contractors, subcontractors, third parky product
<br />manuTacturers or providers.
<br />SECTION 1. THE SERVICES
<br />This Agreement takes precedence over and supersedes all prior proposals, correspondence,
<br />and oral or writken agreements or vpresentaUons relating to the services set for? in the
<br />accompanying Proposal ("Services'a) and, subjed to any changes or addendums, represents
<br />the entre agreement between Convergint and Customer. This Agreement applies to the
<br />exclusion of any other temis that the Customer seeks to impose or incorporate (such as
<br />Customer's purchase order form) which are in addition to or inconsistent with the terms and
<br />condiUons of this Agreement, or which are implied by trade, custom, practice or course of
<br />dealing, all of which are deemed expressly rejected and will not be binding.
<br />This Agreement is made without regard to compliance with any special sourcing and/or
<br />manufacturng requirements, minority or disadvantaged supplier requirements, or similar
<br />government procurement laws. Should such requirements be applicable to this Agreement,
<br />Conveyint reserves the right to modify and/or withdraw its Agreement.
<br />Customer understands that Convergint is an authorzed distributor or reseller and not the
<br />manufacturer or developer ("OEM") of software, hardware and equipment (collectively, "Third
<br />Party Products") being maintained under this Agreement.
<br />This Agreement assumes the systems and Third Parky Products covered are in maintainable
<br />condition. If repairs are found necessary upon initial inspecUon by Convergint, 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. Toprovideaccesstoallareasofthesitefortheequipmentidemifiedinand/orrelating
<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 Iffe and properky dunng the perod from when
<br />Convergint is first noUfied of the emergency or failure and until such time that Convergint
<br />notifies the Customer that the systems are operational or that the emergency has cleared.
<br />It is understood that repair, replacement and emergency service provisions apply only to the
<br />systems and Third Party Products covered by this Agreemem and identified in the Agreement.
<br />Repair or replacement of non-maintainable parts of the systems such as, but not limited to, unit
<br />cabinets, insulating materials, electrical winng, structural supports and other non-moving parts,
<br />are not included in this Agreement.
<br />In the event that the systems or Third Party Produds included in this Agreement are modified,
<br />repaired, have a peripheral device attached to them, or are adjusted (hardware or sofkware) by
<br />someone other than a Convergint representative after the Stark Date of this Agreement
<br />(hereinaffer "Modification Event"), 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 Pa% Products impacted by the Modification Event be
<br />subject to reacceptance testing by Convergint
<br />b. Require removal of the equipment impacted by the Modification Event from the scope of this
<br />Agreement, so that the Services hereunder will not apply to such equipment
<br />c. Require termination of this Agreement upon thirky (30) days' noUce to Customer, at
<br />Convergint's opUon.
<br />THE SERVICES AND/OR THIRD PARTY PRODuCTS ARE DESIGNED TO HELP
<br />REDUCE, BUT NOT ELIMINATE RISKS OF LOSS RELATING TO PEOPLE, PREMISES,
<br />OR PROPERTY. THE AMOuNTS BEING CHARGED BY CONVERGINT ARE NOT
<br />SUFFICIENT TO GUARANTEE THAT LOSS OR DAMAGE lAtlLL DECREASE OR BE
<br />ELIMINATED. Customer acknowledges that ptoper 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. Customer acknowledges and agrees that it is responsible for its overall safety and
<br />security, including testing and maintenance 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 expoit
<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 at Customers site subject to any end user license
<br />agreemems. If materials are earlier stored on Customer's site pursuant to agreement
<br />between Customer and Convergint, risk 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 Monitoring Seivices are identified in the Proposal,
<br />the parties agree that (a) these Terms and Conditions are not applicable, and (b) Monitoring
<br />Services are govetned by the Monitoring Servk.es Terms and Conditions effective on the
<br />Effective Date of the Proposal and available at https://www.convergintcom/terms, which is
<br />incorporated by reference as if set forth herein in full. "Monitoring Services" is defined as
<br />"Seivices" in the Monitoring Services Terms and Conditions.
<br />SECTION 2. TERM
<br />This Agreement will commence on the Seivices start date ("Staf Date") and conUnue for the
<br />Version 3.1 (LIS AND CANADA) September 2, 2024
<br />period of time specffled in the accompanying Proposal ('Jnitial Temi")..l1.t tho ond of tho Initial
<br />Tomi, thic.A.groomont will ronow automatically for cuccoccivo tormc of ono yoar ("nonowal
<br />Torm"andtogothorwiththolnitialTorm,tho"Tomi"). EithcrparkymaytemiinatethisAgreement
<br />by giving the other pa% no less than thirty (30) days wrtien notice prior to the expiration date
<br />of the Initial Term or the then current Renewal Temi.
<br />SECTION 3. PRICING
<br />Pttcing and amounts proposed shall remain valid for 30 days unless otherwise specified. CSP
<br />Costs includes only the Services, including Third Parl Products, set forth on Convergint's
<br />Proposal, unless noted otherwise. AddiUonal seivices orThird Party Products, unless negotiated
<br />priorto order placement, will be billed accordingly. Sales taxes (or as 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 Convergint as invoiced, within thirty (30) days of
<br />the date of such invoice. If Customer is overdue in any payment, Conveyint shall be entitled to
<br />suspend the Services without liability until paid, charge Customer an interest rate 1 and 1/2%
<br />percent per month (or the max'mum rate permitted by law, whichever is less), and may avail
<br />itselfof any otherlegal orequitable remedy. Customershall reimburse Convergintcosts incuned
<br />in collecting any amounts that become overdue, including atiomey fees, court costs and any
<br />other reasonable expenditure.
<br />SECTION 5. WARRANTY
<br />Warramies for Converginfs Services and Third Party 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 Agreement and is incorporated by reference as if
<br />set forth herein in full.
<br />SECTION 6. CHANGES
<br />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 parties. If Customer orders
<br />(i) any changes to the Services (e.g. change in objedive, deliverables, tasks or hours), (ii)
<br />changes to schedule (e.g. frequency of visits), or (iii) causes any material inteference with
<br />Convergintas perfomiance of the Services, Convergint shall be entitled to an equitable
<br />adjustment in the time for peformance and in the CSP Costs, including a reasonable allowance
<br />for overhead and profik.
<br />SECTION 7. FORCE MAJEURE
<br />Neither Customer nor Convergint shall be liable for any delay or failure in the perfomiance 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, quaramines, unavoidable casualties, concealed
<br />condltions, acts of any civil or military authority: riot, insurrections, and civil distutbances
<br />war, invasion, act of foreign enemies, hostilities (regardless of whether or not war is
<br />declared), rebellion, revolution, tenotist activities; strikes, lockouts or other labor disputes
<br />embargoes; shortage or unavailability of labor, supplies, materials, equipment or systems
<br />accident, fire, stomi, water, flooding, negligence of others, vandalism, power failure, installation
<br />of incompatible equipment, improper operaUng procedures, source current fluctuations or
<br />lighting, transportauon conungencies laws, statutes, regulaUons, and other legal requirements,
<br />orders or judgements ads or omer of any government or agency or official thevof, other
<br />ttastrophes or any other similar occuri'ences. If performance by either parl is delayed due to
<br />Force Majeure, the Ume for peformance shall be extended for a perod of Ume reasonably
<br />necessary to overcome the effect of the delay and Convergint shall be enUtled to an equitable
<br />adjustment of the CSP Costs.
<br />SECTION 8. INSURANCE
<br />In lieu of any Customer insurance requirements, for Services perTomied 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 />Workeis Compensation
<br />Employeis Liability
<br />Commercial General 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 />Excess/Umbrella Liability
<br />Convergintshallnotprovidelossrunsorcopiesofitsinsurancepolicies. Convergintshallprovide
<br />to the Customer no less than thirbl (30) days' notice pnor to the temiination or cancellation of
<br />any such insurance policy. For seivices performed in Canada, Convergint shall maintain similar
<br />insutance coverage dependent upon the local requirements in Canada and upon the insurance
<br />available under Convergint's insumnce pmgram. All required insurance coverage shall be
<br />reasonable in the circumstances and compliantwith local regulaUons.
<br />SECTION 9. INDEMNIFICATION
<br />To the fullest extent allowed by law, Convetgint shall indemnify and hold Customer harmless
<br />from and against claims, damages, losses, and expenses (excluding loss of use) attrbutable to
<br />bodily injury, sickness, disease or death, or to destrucUon of tangible properky, but only to the
<br />extent caused by the negligent acts or omissions of Convergint or Convergint's employees or
<br />subcontractors while on Customers 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 processing of biometric, health, financial, or
<br />government identifier data (collectively, "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 Convergrrd Technologres
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