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Docusign Envelope ID:B2A1FE72-157F-402C-ABF6-gAD2259E53A3
<br /> Convergint Technologies Terms and Conditions(Customer Support Program) Version 3.1(US AND CANADA)September 2,2024
<br /> Throughout this Proposal, including these Terms and Conditions and any attachments, period of time specified in the accompanying Proposal("Initial Term").Attha-end-ef-tfiitial
<br /> (together,"Agreement")the tern"Convergint"refers to the Convergint Technologies affiliate Teary,,, this Agraerfrent w111 rsnewhaNtsraatieally#sr sassesslve tar�as of eRe year Renewal
<br /> operating in the state/province in which the Services isbeing performed and"Corivergint Related Termand-tegetharwith-thelaflal-Term,the"Term"). Either party may terminate this Agreement
<br /> Parties" means Convergint and its contractors, subcontractors, third party product by giving the other party no less than thirty(30)days written notice prior to the expiration date
<br /> manufacturers or providers. of the Initial Term or the then current Renewal Term.
<br /> SECTION 1.THE SERVICES SECTION 3.PRICING
<br /> This Agreement takes precedence over and supersedes all prior proposals,correspondence, Pricing and amounts proposed shall remain valid for 3D days unless otherwise specified.CSP
<br /> and oral or written agreements or representations relating to the services set forth in the Costs includes only the Services,including Third Party Products, set forth on Convergint's
<br /> accompanying Proposal("Services")and,subject to any changes or addendums,represents Proposal,unless noted otherwise.Additional services or Third Party Products,unless negotiated
<br /> the entire agreement between Convergint and Customer. This Agreement applies to the priorto order placement,will be billed accordingly.Sales taxes(or as applicable GST,PST,VAT
<br /> exclusion of any other terms that the Customer seeks to impose or incorporate (such as or similar tax)and any other taxes assessed on Customer shall be added to the CSP Costs
<br /> Customers purchase order forth)which are in addition to or inconsistent with the terms and upon invoice to Customer.
<br /> conditions of this Agreement, or which are implied by trade, custom, practice or course of SECTION 4.INVOICE REMITTANCE AND PAYMENT
<br /> dealing,all of which are deemed expressly rejected and will not be binding.
<br /> Customer agrees to pay the amount due to Convergint as invoiced,within thirty(30)days of
<br /> This Agreement is made without regard to compliance with any special sourcing and/or the date of such invoice.If Customer is overdue in any payment,Convergint shall be antifled to
<br /> manufacturing requirements, minority or disadvantaged supplier requirements, or similar suspend the Services without liability until paid,charge Customer an interest rate 1 and 1/2%
<br /> government procurement laws.Should such requirements be applicable to this Agreement, percent per month(or the maximum rate permitted by law,whichever is less),and may avail
<br /> Convergint reserves the right to modify and/or withdraw its Agreement. itself of any other legal or equitable remedy.Customer shall reimburse Convergintcosts incurred
<br /> Customer understands that Convergint is an authorized distributor or reseller and not the in collecting any amounts that become overdue,including attorney fees,court costs and any
<br /> manufacturer or developer("OEM")of software,hardware and equipment(collectively,"Third other reasonable expenditure.
<br /> Party Products")being maintained under this Agreement. SECTION S.WARRANTY
<br /> This Agreement assumes the systems and Third Party Products covered are in maintainable Warranties for Convergint's Services and Third Party Products are described in the Limited
<br /> condition. If repairs are found necessary upon initial inspection by Convergint, a separate Warranty for Products and Services available at https.1/www.convergint.com/terms/,which
<br /> proposal for repair will be submitted for approval.Should this separate proposal be declined,all is in effect as of the effective date of this Agreement and is incorporated by reference as if
<br /> non-maintainable items will be removed from this Agreement and the GSP Costs adjusted set forth herein in full.
<br /> accordingly.
<br /> SECTION S.CHANGES
<br /> Without invalidating this Agreement or any bond given hereunder,Customer or Convergint may
<br /> Customer agrees at no cost to Convergint: request changes in the Services with a change order signed by both parties.If Customer orders
<br /> a. To provide access to all areas of the site for the equipment identified in and/or relating (i)any changes to the Services(e.g.change in objective,deliverables,tasks or hours), (ii)
<br /> to the List of Covered Equipment(as specified in the accompanying Proposal); changes to schedule(e.g.frequency of visits),or(iii)causes any material interference with
<br /> b. To supply suitable electrical service as required by Convergint; Convergints performance of the Services, Convergint shall be entitled to an equitable
<br /> C. To remove site obstacles and job safety hazards;and adjustment in the time for performance and in the CSP Costs,including a reasonable allowance
<br /> d. That in the event of any emergency or systems failure,reasonable safety precautions for overhead and profit.
<br /> will be taken by Customer to protect life and property during the period from when SECTION 7.FORCE MAJEURE
<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 the emergency has cleared, Neither Customer nor Convergint shall be liable for any delay or failure in the performance of
<br /> It is understood that repair, replacement and emergency service provisions apply only to the their respective obligations pursuant to this Agreement due to circumstances beyond their
<br /> systems and Third Party Products covered by this Agreement and identified in the Agreement. reasonable control (`Force Majeure") and without the fault or negligence of the party
<br /> Repair or replacement of non-maintainable parts of the systems such as,but not limited to,unit experiencing such delay.A Force Majeure event shall include,but not be limited to: acts of
<br /> cabinets,insulating materials,electrical wiring,structural supports and other non-moving parts, God, pandemic or epidemic, diseases, quarantines, unavoidable casualties, concealed
<br /> are not included in this Agreement. 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 /> In the event that the systems or Third Party Products included in this Agreement are modified, declared),rebellion,revolution,terrorist activities;strikes,lockouts or other labor disputes;
<br /> repaired,have a peripheral device attached to them,or are adjusted(hardware or software)by embargoes;shortage or unavailability of labor,supplies,materials,equipment or systems;
<br /> someone other than a Convergint representative after the Start Date of this Agreement accident,fire,storm,water,flooding,negligence of others,vandalism,power failure,installation
<br /> (hereinafter"Modification Event"),Convergint shall have the right to exercise any or all of the of incompatible equipment, improper operating procedures, source current fluctuations or
<br /> following options in response to this Modification Event: lighting,transportation contingencies;laws,statutes,regulations,and other legal requirements,
<br /> a. Require that the systems or Third Party Products impacted by the Modification Event be orders or judgements; acts or order of any government or agency or official thereof, other
<br /> subject to reacceptance,testing by Convergint; catastrophes or any other similar occurrences.If performance by either party is delayed due to
<br /> b. Require removal of the equipment impacted by the Modification Event from the scope of this Force Majeure,the time for performance shall be extended for a period of time reasonably
<br /> Agreement,so that the Services hereunder will not apply to such equipment; necessary to overcome the effect of the delay and Convergint shall be entitled to an equitable
<br /> c. Require termination of this Agreement upon thirty (30) days' notice to Customer, at adjustment of the CSP Costs.
<br /> Convergint's option.
<br /> SECTION S.INSURANCE
<br /> THE SERVICES AND/OR THIRD PARTY PRODUCTS ARE DESIGNED TO HELP In lieu of any Customer insurance requirements,for Services performed in the United States,
<br /> REDUCE,BUT NOT ELIMINATE RISKS OF LOSS RELATING TO PEOPLE,PREMISES, Convergint shall maintain the following insurance coverages during the teem of this Agreement
<br /> OR PROPERTY. THE AMOUNTS BEING CHARGED BY CONVERGINT ARE NOT SUFFICIENT TO GUARANTEE THAT LOSS OR DAMAGE WILL DECREASE OR BE and upon request,shall provide certificates of insurance to the Customer:
<br /> ELIMINATED. Customer acknowledges that proper safety and security requires a multi- Workers Compensation Statutory Limits
<br /> layered approach of people,processes,safety,and technologies. The Services,including Employers Liability $1,000,000 per occurrencelaggregate
<br /> Third Party Products,provided by Convergint are not sufficient to ensure overall safety and Commercial General Liability $1,000,000 peroccurrence
<br /> security. Customer acknowledges and agrees that it is responsible for its overall safety and $2,000,000 general aggregate
<br /> security,including testing and maintenance of the Third Party Products(except to the extent Automobile Liability $1,000,000 per occurrence/aggregate
<br /> contracted to Convergint by written agreement)and training of its personnel. Customer Excess/Umbrella Liability $3,000,000 peroccurrence/aggregate
<br /> acknowledges and agrees that it has a duty of care and is solely responsible for its Convergint shall not provide less runs or copies of its insurance policies. Convergint shall provide
<br /> compliance with applicable laws,rules,and regulations,including but not limited to export to the Customer no less than thirty(30)days'notice prior to the termination or cancellation of
<br /> and re-export restrictions and regulations, privacy and data protection regulations, any such insurance policy. For services performed in Canada,Convergint shall maintain similar
<br /> applicable OEM instructions,terms and conditions,EULAs,and proper product usage, insurance coverage dependent upon the local requirements in Canada and upon the insurance
<br /> Risk of less,including any materials comprising the Services,shall pass to Customer as available under Convergint's insurance program. All required insurance coverage shall be
<br /> the materials are incorporated at Customers site subject to any end user license reasonable in the circumstances and compliant with local regulations.
<br /> agreements. If materials are earlier stored on Customers site pursuant to agreement SECTION 9.INDEMNIFICATION
<br /> between Customer and Convergint,risk of loss with respect to such materials shall pass to
<br /> Customer upon delivery to Customers site. To the fullest extent allowed by law,Convergint shall indemnify and hold Customer harmless
<br /> from and against daims,damages,losses,and expenses(excluding loss of use)attributable to
<br /> Applicable to Monitoring Services Only:If Monitoring Services are identified in the Proposal, bodily injury,sickness,disease or death,or to destruction of tangible property,but only to the
<br /> the parties agree that(a)these Terms and Conditions are not applicable,and(b)Monitoring extent caused by the negligent acts or omissions of Convergint or Converginf's employees or
<br /> Services are governed by the Monitoring Services Terms and Conditions effective on the subcontractors while on Customers site.
<br /> Effective Date of the Proposal and available at hitps.Nwww.convergint.com/terms,which is
<br /> incorporated by reference as if set forth herein in full. °Monitoring Services°is defined as If Convergint is providing products or services for intrusion detection,detection of specific
<br /> "Services"in the Monitoring Services Terms and Conditions. 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 /> SECTION 2.TERM government identifier data (collectively, "Special Offerings"), then to the fullest extent
<br /> This Agreement will commence on the Services start date("Start Date")and continue for the allowed by law(i) Convergint's indemnification obligations under the Agreement do not
<br /> V3.1 September 2024 Convergint Technologies
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