Terms & Conditions

STANDARD TERMS AND CONDITIONS

1. Incorporation of Standard Terms and Conditions. ClearCom, Inc. and Client have executed a Master Agreement with respect to the sale of Services and/or Systems and Equipment by Client from ClearCom to Client (the “Master Agreement”). Systems and Equipment sold by ClearCom to Client are hereinafter collectively referred to as “Equipment”. These Standard Terms and Conditions (these “Standard Terms”) are incorporated by reference into the Master Agreement and any Addenda, Riders, Quotes, Work Orders, or other documents described in the Master Agreement (“Ancillary Documents”) as though set forth therein in their entirety. The Master Agreement, any Ancillary Documents, and these Standard Terms are hereinafter collectively referred to as the “Agreement”. NO ADDIITONAL OR DIFFERENT TERMS OR CONDITIONS OTHER THAN AS SET FORTH IN THE AGEEMENT SHALL FORM PART OF THE AGREEMENT, OR OTHERWISE BE BINDING UPON CLEARCOM, UNLESS SET FORTH IN A WRITING DATED ON OR SUBSEQUENT TO THE DATE OF THE MASTER AGREEMENT AND SIGNED BY CLEARCOM. Undefined, capitalized terms used in these Standard Terms have the meanings set forth in the Master Agreement. This Agreement is the complete agreement between Client and ClearCom and can be modified only by a written agreement signed by Client and ClearCom.

2.Services.

(a)Installation Services. This SUBParagraph 2(a) applies only when EQUIPMENT INSTALLATION is SPECIFICALLY included in the Services TO BE PROVIDED UNDER THE AGREEMENT.

(i)Equipment/System Installation. ClearCom shall install the Equipment at the Premises in substantial compliance with any plans and specifications set forth in the Agreement, and absent any plans and specifications in the Agreement, then in a workman like manner consistent with industry standards. Notwithstanding the foregoing, unless ClearCom otherwise specifically agrees in writing, ClearCom makes no representation that the Equipment or the installation thereof complies with any local fire codes or ordinances, and Client, at Client’s sole cost and expense, shall be solely responsible for that verification. There may be areas of the Premises ClearCom determines impractical to install the Equipment, or where ClearCom determines that such installation would violate local codes and ordinances, and ClearCom shall have no obligation to install the Equipment in such areas notwithstanding any plans or specifications to the contrary. If asbestos or other hazardous materials (“Hazardous Materials”) are encountered during installation of the Equipment, then ClearCom’s installation work will cease until Client, at Client’s sole cost and expense, removes such Hazardous Materials. Upon installation, ClearCom shall instruct Client in the proper use of the Equipment, and provide Client all passwords and access codes ClearCom in its sole discretion determines necessary for such use. Client shall comply with such instructions, and with all laws, codes, and regulations pertaining to the Premises and Client’s use of the Equipment or the Services. ClearCom shall have the right to subcontract the Service under this Paragraph in whole or in part

(ii)Installation Delays or Interruptions. ClearCom shall not be liable for any damage or loss sustained by Client as a result of delay in installation of the Equipment, failure of any of the Equipment, or for interruption of any of the Services due to inclement weather, electric failure, strikes, walk-outs, war, acts of God, or other causes, including ClearCom’s negligence in the performance of this Agreement. Any estimated installation date is not a definite completion date and time is not of the essence.

(iii)Suitable Installation and Operating Conditions. Client shall furnish, at Client’s sole cost and expense, all 110 Volt AC power and electrical outlets and receptacles, internet connection, high speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Block or equivalent, ClearCom in its sole discretion determines necessary to install the Equipment or provide the other Services. Furthermore, Client shall, at its sole cost and expense, maintain the Premises in a manner suitable for the Equipment’s operation at the Premises.

(b)Maintenance Services. THIS SUBPARAGRAPH 2(b) APPLIES ONLY WHEN EQUIPMENT MAINTENANCE AND SERVICE IS SPECIFICALLY INCLUDED IN THE SERVICES TO BE PROVIDED UNDER THE AGREEMENT. ClearCom agrees to inspect, maintain, and service the Equipment specified in the Agreement in good order and repair, including, as ClearCom in its sole discretion determines necessary from time to time, replacing the Equipment or components of the Equipment, at Client’s expense, with new or reconditioned equipment of like or better kind and quality. Communication software included with the Equipment, once installed, is in Client’s exclusive possession and control, and it is Client’s sole responsibility to test the operation of the communication software and to notify ClearCom if it is in need of repair. ClearCom shall not be required to service the communication software unless it has received notice from Client, and upon such notice, ClearCom shall service the communication software to the best of its ability within thirty-six (36) business hours. Any other Equipment repair or servicing shall be as ClearCom reasonably determines necessary, on a per-call request by Client, or based on any periodic Equipment inspections ClearCom may elect to undertake. All servicing, repairs, and replacements by ClearCom under this Agreement shall occur between the business hours of 9:00 a.m. and 5:00 p.m. (CST), Monday through Friday. Unless otherwise specifically provided in the Agreement, the price of the maintenance Services pursuant to this Subparagraph includes all labor for such inspection and maintenance Services. Except with respect to any Equipment leased by Client from ClearCom, if any, the cost of replacement parts and Equipment shall be paid by Client. Where Equipment is covered by a manufacturer’s warranty ClearCom will provide reasonable assistance to Client in making a warranty claim. Notwithstanding any contrary provision in this Agreement, all Equipment repairs and servicing arising by Client’s misuse of the Equipment or by any reason other than ordinary wear and tear of the Equipment or defects in the Equipment or the Services, shall be made by ClearCom but fully paid for, including labor, in advance by Client, and until such payment is made and without relieving Client of any of its obligations under this Agreement, ClearCom shall have no obligation to perform further Services under this Subparagraph. ClearCom shall have the right to subcontract any Service under this Paragraph in whole or in part.

(c)Monitoring Services.

(i)Central Office Monitoring. This subParagraph 2(c)applies only when alarm monitoring is SPECIFICALLY included in the Services TO BE PROVIDED UNDER THE AGREEMENT. ClearCom shall program the Equipment to communicate with ClearCom’s monitoring facility (the “Central Station”). Commencing on the Installation Date and continuing throughout the Term twenty-four (24) hours per day, seven (7) days per week, upon the Central Station’s receipt of an alarm signal from the Equipment’s communication software, ClearCom shall, in accordance with its standard response policies, make reasonable efforts to notify Client and the appropriate municipal police or fire department of the alarm signal. Client acknowledges that signals transmitted from the Premises directly to municipal police or fire departments are not monitored by ClearCom, and ClearCom has no responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Client acknowledges that alarm signals from the Premises transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of, and are not maintained by, ClearCom, and, therefore, ClearCom has no responsibility or liability for any failure which prevents transmission signals from reaching ClearCom or any damages arising from such failure. Client agrees to furnish ClearCom with a written list of names and telephone numbers of those persons Client desires to receive from ClearCom or its designee communication center notification of alarm signals, and all changes and revisions to such list shall be supplied by Client to ClearCom in writing. Client authorizes ClearCom to access the control panel as often as ClearCom determines necessary to input or delete data and programming. If the Equipment contains listening devices permitting ClearCom to monitor sound, then upon receipt of an alarm signal, ClearCom shall monitor sound for so long as ClearCom in its sole discretion deems appropriate to confirm an alarm condition. If Client requests ClearCom remotely activate or deactivate the system, change combinations, openings or closings, or re-program system functions, Client shall pay ClearCom $20.00 for each such service. ClearCom is authorized to record and maintain audio and video transmissions, data and communications, and ClearCom shall at all times exclusively own and control such transmissions, data, and communications. In its sole discretion, ClearCom may amend or discontinue any of its policies and procedures for alarm response. Also, Client acknowledges and agrees that any special instructions provided by Client to ClearCom for the handling of alarm signals must be presented and agreed to by ClearCom in writing. ClearCom, in its sole discretion, may reject Client’s special instructions. Client understands that any deviation from ClearCom’s normal alarm handling procedures may result in increased risk of loss or damage to ClearCom and the Premises. ClearCom shall have the right to subcontract any monitoring service under this Subparagraph 2(c) in whole or in part. ClearCom shall have the right to subcontract any monitoring service under this Subparagraph 2(e) to a third party provider in whole or in part, in which case, the third party provider’s monitoring facility shall be the Central Station referenced herein, and ClearCom shall have no liability for the third-party provider’s acts or omissions with respect to the performance of the contracted Services provided ClearCom has used reasonable care in the selection of the third-party provider.

(ii)Client Duties. Client agrees to: (a) instruct all persons who use the Equipment on its proper use; (b) test the Equipment’s protective devices and send test signals monthly to the Central Station; (c) turn off, control or remove all air conditioning systems, heaters and other items that interfere with the Equipment’s operation; (d) notify ClearCom immediately if a problem with the Equipment occurs; (e) obtain, and maintain throughout the Term, all permits and licenses that may be required for the installation and operation of the Equipment; (f) pay all usage fees imposed by any governmental authority in connection with the Equipment; and (g) provide ClearCom any emergency information it may request; (h) notify us prior to any change or disconnection in Client’s phone or internet service; and (i) not repair or service the Equipment or permit anyone other than ClearCom to repair or service the Equipment. LOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES FOR USE OF THE EQUIPMENT HAVE BEEN OBTAINED, AND THEREFORE WE MAY NOT BEGIN MONITORING THE EQUIPMENT, AND MAY NOT DISPATCH EMERGENCY AUTHORITIES IN THE EVENT OF AN ALARM ACTIVATION, UNTIL YOU HAVE OBTAINED, AT YOUR EXPENSE, ALL NECESSARY PERMITS AND LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMBER.

(d)Managed IT Services. This subParagraph 2(d)applies only when MANAGED IT SERVICES ARE SPECIFICALLY included in the Services TO BE PROVIDED UNDER THE AGREEMENT. ClearCom will provide Client with the managed IT Services specifically enumerated in the Agreement. The provision of additional managed IT Services by ClearCom for Client will be subject to additional charges at ClearCom’s then current rates. Client must maintain the following environmental conditions for the full term of the Managed IT Services: (a) All servers with Microsoft Windows operating systems mut be running a fully supported version of Windows Server, and have all of the latest Microsoft service packs and critical updates installed. (b) All desktop PC’s and notebooks/laptops with a Microsoft Windows operating system must be running a fully supported version of Windows, and have all of the latest Microsoft service packs and critical updates installed. (c) All server and desktop software must be genuine, licensed, and vendor-supported. (d) The environment must have a currently licensed, up-to-date, vendor-supported server based antivirus solution protecting all servers, desktops, notebooks/laptops, and email. (e) The environment must have a currently licensed, vendor-supported server based backup solution that can be monitored, and send notifications on job failures and successes. (f) The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet. (g) All wireless data traffic in the environment must be securely encrypted. (h) There must be an outside static IP address assigned to a network device, allowing RDP or VPN access. Costs required to bring Client’s environment up to the above standards are not included in this Agreement ClearCom does not promise uninterrupted or error free service with respect to Services provided pursuant to this Subparagraph, and shall have no responsibility for circumstances beyond its control, including, without limitation, acts or omissions of others, or force majeure events. Unless otherwise expressly provided in the Agreement, Client is solely responsible for backing up its own systems and data. Notwithstanding the fact that ClearCom may assist Client in implementing a system for backups and disaster recovery, Client is solely responsible for activating, managing, and verifying system and data backups and any other component of the disaster recovery system. CLEARCOM SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES, EQUIPMENT, OR SOFTWARE, OR THE USE THEREOF, WILL BE AVAILABLE, SECURE FROM VIRUSES, RANSOMWARE ATTACKS OR OTHER SECURITY BREACHES, OR FREE OF DEFECTS, ERRORS OR MALICIOUS CODE, OR WILL BE UNINTERRUPTED. CLEARCOM DOES NOT GUARANTY THAT ANY SERVICES, EQUIPMENT, OR SOFTWARE PROVIDED, OR THE USE THEREOF, OR ANY CLIENT DATA DISSEMINATED OR OTHERWISE USED IN CONNECTION THEREWITH, WILL BE SECURE. ClearCom shall have the right to subcontract any Service under this Paragraph in whole or in part.

(e)Cloud Hosting Services. This subParagraph 2(e)applies only when Cloud Hosting Servies ARE SPECIFICALLY included in the Services TO BE PROVIDED UNDER THE AGREEMENT. ClearCom will provide Client with the cloud hosting Services specifically enumerated in the Agreement. The provision of additional cloud hosting Services by ClearCom for Client will be subject to additional charges at ClearCom’s then current rates. Client is responsible for identifying and authenticating all users, for approving access by such users to the Services provided under