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Applicability of Terms

1.1 These General Terms and Conditions (together with any addenda attached hereto and incorporated herein by this reference, the “Terms and Conditions”) and the accompanying Audiovisual Solutions Proposal (the “Proposal”) are the only terms and conditions which govern the sale of the equipment and any related software (the “Products”) and services (the “Services”) specified in the Proposal by AVI-SPL LLC (“Seller”) to the buyer/customer identified in the Proposal (“Buyer”). Seller and Buyer may be individually referred to as a “Party” and collectively as “Parties.”

1.2 The Terms and Conditions and the Proposal (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of a conflict or inconsistency between the General Terms and Conditions and any addendum, the addendum shall prevail to the extent of such conflict or inconsistency. In the event of a conflict between the Terms and Conditions and the Proposal, the Terms and Conditions shall prevail to the extent of such conflict or inconsistency. Notwithstanding anything herein to the contrary, if a master services agreement signed by both Parties is in effect covering the sale of the Products and Services that are the subject of the Proposal, the terms and conditions of said agreement shall prevail to the extent they conflict or are inconsistent with these Terms and Conditions.

Acceptance and Modification of Terms

2.1 This Agreement shall not be binding upon Seller until accepted by Buyer as set forth in this sub-Section 2.1 and the earlier of Seller’s confirmation in writing of Buyer’s order and Seller’s performance under the applicable Proposal. Buyer’s signed acceptance of the Agreement, issuance of order against the Agreement, payment for any of the Products or Services contained in the Agreement, or receipt of the Products or Services contained in the Agreement, whichever occurs first, shall constitute Buyer’s acceptance of this Agreement.

2.2 Any modification, addition to, or waiver of any of this Agreement shall not be effective unless in writing and signed by an authorized representative of Seller, and any different or conflicting terms appearing in Buyer’s purchase order or other documents are expressly rejected by Seller. No relaxation, forbearance or indulgence by a Party in enforcing any of the terms and conditions of this Agreement or the granting of any time to the other Party shall prejudice or restrict the rights and powers of a Party hereunder, nor shall waiver of any breach hereof operate as a waiver of any subsequent or continuing breach hereof.

Delivery

3.1 Seller will use its best efforts to deliver the Products in accordance with the Buyer requested delivery date, subject to receipt of all necessary information from Buyer and Buyer’s compliance with Seller’s reasonable instructions for site readiness. Shipping and installation dates are approximate only, and Seller shall not be liable for failures of or delays in manufacture, delivery or installation resulting from any cause or causes beyond its reasonable control and without its fault or negligence.

3.2 Any delay due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence shall extend delivery and installation dates to the extent caused thereby. Seller will use reasonable efforts to timely notify Buyer in the event of a delay. Buyer shall reimburse the Seller its reasonable additional expenses resulting from any Buyer-caused delay. When delivery of the Products is delayed at the request of the Buyer and the Products have already been shipped by Seller’s vendor, Seller will place the Products in storage and invoice Buyer the price of such Products, which will be promptly paid. Seller shall not be liable, and the Buyer shall have no right to cancel or rescind this Agreement, in the event of any delay due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence, and Buyer shall accept such delayed performance by Seller. The Buyer’s receipt of the Products shall constitute a waiver of any claims for delay.

Billing and Payment Terms

Unless otherwise agreed in writing by Buyer and Seller in the Proposal, the total Proposal price, excluding the price for Stand-alone Services (as defined in this section), shall be billed as follows, subject to continuing credit approval: 50% at time of order, 40% upon delivery at Seller; 10% upon project completion and Buyer sign-off or first beneficial use, whichever occurs first, payable net 30 from Buyer’s receipt of invoice. For purposes of this Agreement, “Stand-alone Services” means any Services not attached to an installation project. Unless otherwise specified in the Proposal, Products are sold F.O.B. origin-Buyer to pay all shipping charges. If this Proposal covers Products or Services for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Unless otherwise specified in the Proposal, all pricing and amounts are in US Dollars and all billing and payment shall be made in US Dollars.

Buyer in Arrears or Default

In the event Buyer is in arrears with any payment due from it to Seller at any time, whether in respect of the Proposal price or any other amount due from the Buyer to the Seller under the terms of this Agreement, the amount in arrears shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief or remedy available to Seller. Upon notice to Buyer and without waiving any other rights or remedies to which it may be entitled, Seller shall have the right to suspend or terminate performance of the Services or delivery of the Products until payment of the amount in arrears is received, decide not to fulfill additional orders from Buyer and/or seek collection of all amounts due. Seller shall have no liability to Buyer for any such suspension or termination. In the event of any action by Seller to collect any amount not paid when due, Buyer will reimburse Seller for its costs of collection (including, without limitation, any reasonable attorneys’ fees). In the event of Buyer’s default, Seller may also, without notice, peaceably enter any premises in which the Products are located and remove, hold and sell them in accordance with applicable law, to satisfy in whole or in part Buyer’s obligations.

Title and Risk of Loss

6.1 Title to the Products shall pass to Buyer upon delivery, subject to the manufacturer’s or Seller’s software license (if applicable) and a purchase money security interest retained by Seller in the Products sold and the proceeds thereof until payment of all amounts then due to Seller. Seller shall be entitled to remove the Products from the Buyer’s premises if all payments are not made when due. Buyer agrees to reasonably cooperate with Seller in the execution and filing of financing statements under the Uniform Commercial Code or other documents as Seller reasonably requests to protect its security interest.

6.2 Risk of loss or damage to the Products or any part thereof shall pass to the Buyer upon delivery.

Installation and Site Preparation

7.1 Installation (e.g. field assembly, interconnection, equipment calibration and checkout) is to be performed by the Seller’s trained technical employees. The Seller shall be entitled to employ subcontractors and/or agents to assist in or carry out, in whole or in part, the installation. In the event installation by Seller employees is prevented by trade unions, the Buyer shall arrange with the trade unions at its own expense to complete installation. The Seller is thereafter liable only for engineering supervision of installation.

7.2 The Seller shall reasonably coordinate and cooperate with other trades to facilitate satisfactory work progress. If the Seller’s work in progress is impeded by other trades and/or contractors (excluding the Seller’s own subcontractors) or by scheduling delays due to the Buyer, time delays in the final installation as well as additional charges, including labor, travel and other reasonable expenses, may result.

7.3 The Buyer shall be responsible for preparing, at its own expense, the installation site in accordance with the Seller’s reasonable instructions, including the requirements specified in the Proposal. In no event shall the Seller be responsible for any high voltage electrical work, ceiling modifications, structural modifications, or mechanical systems modifications. Unless otherwise agreed in writing in the Proposal, Buyer shall provide the Seller with source code for any non-Seller programmed remote control system required to be modified under the terms of this Agreement.

Access to Project Site

8.1 The Buyer shall provide the Seller with reasonable access to the installation site before delivery, for purposes of determining site readiness for installation, and shall designate an individual on Buyer’s staff to serve as a contact person for all site preparation and installation issues. Buyer shall provide the Seller with free access to the installation site for the purpose of preparation for installation.

8.2 Buyer shall obtain at its expense and keep effective all permissions, licenses, and permits whenever required in connection with the installation and/or use of the Products and the premises where the Products shall be situated.

Warranty

9.1 Seller warrants that:

(a) Immediately prior to delivery, it had good title to the Products, free from any lien or encumbrance unless otherwise specified;

(b) For a period of ninety (90) days from delivery and acceptance of the Products and Services, or, with respect to Products manufactured by a third party, such longer period of time provided by such manufacturer, the Products and Services will (i) be free from defects in materials or workmanship and (ii) conform to the requirements of the Proposal, including any instructions, specifications and documentation incorporated therein;

(c) It is in compliance with all applicable federal, state and local laws, regulations and standards relating to the sale and transportation of the supplies or items, and provision of the Products including all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”); and

(d) With respect to Services, Seller’s personnel shall possess the requisite level of training, skill and experience to address the requisite tasks efficiently and will perform the Services provided hereunder in a professional and workmanlike manner consistent with generally accepted industry standards.

9.2 Seller shall not be liable for nor have any warranty obligations with respect to Products that are in any way misused, altered and/or repaired by someone other than a representative of the Seller which, within the sole, reasonable judgment of the Seller, results in an adverse effect, including effects upon performance or reliability of the Products.

9.3 In order to make a warranty claim, Buyer shall promptly notify Seller in writing and Seller will, subject to the applicable manufacturer’s warranty policy, repair or replace such defective Product at no cost to Buyer. Seller will attempt to reply to warranty claims received from Buyer prior to 1:00 p.m. within forty-eight hours. Normal working hours are 8 a.m. to 5 p.m., Monday through Friday, excluding legal holidays. Buyer shall reasonably and promptly cooperate with Seller’s request for information regarding the claim and with return of the defective Product if required.

9.4 Except as otherwise specified in this Agreement, no warranty whatsoever is provided by the Seller hereunder as to Products manufactured by anyone other than the Seller, including but not limited to, cables, lamps, batteries, glassware, and evacuated devices (including valve, cathode ray tubes, and other special electron tubes). Seller’s sole obligation with respect to Products manufactured by someone other than Seller shall be to pass through the applicable warranties, if any, provided by the manufacturer. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

Buyer Responsibilities

Buyer or any user of the Products shall (i) notify Seller as soon as any unusual operating peculiarity appears, and (ii) operate the Products in a safe and competent manner in strict compliance with the Product specifications and operating procedures and applicable laws and government regulations. In the event the Buyer or any user of the Products fails to comply with this Section 10, Seller’s warranties and its obligations hereunder shall terminate without notice to Buyer.

Limitation of Liability and Exclusion of Damages

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND THE RELATIONSHIP AND/OR DEALINGS BETWEEN BUYER AND SELLER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. EXCEPT FOR SELLER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY BUYER UNDER THIS AGREEMENT. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

Taxes

12.1 Any and all taxes levied or based on the prices in this Agreement, or the Products being sold hereunder, exclusive of any taxes based on net income, shall be added to the purchase prices set forth in the Proposal, except to the extent the Buyer provides the Seller with a valid tax exemption certificate approved by Seller.

12.2 All payments to be made hereunder shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Buyer is compelled to make any such deduction, it will pay to Seller such additional amounts as are necessary to ensure receipt by Seller of the full amount which Seller would have received but for the deduction.

Confidentiality

13.1 Each Party may from time to time during the Agreement, in the course of discussions or dealings with each other, receive or learn, orally, visually or through any tangible medium, certain information regarding the other Party’s business, including but not limited to, its products, inventions, operations, methodologies, systems, processes, product development plans or intentions, know-how, designs, trade secrets, market opportunities, business or financial affairs, and technical, marketing, financial, employees, planning, intellectual property and other confidential or proprietary information (“Confidential Information”). Confidential Information does not include, and the restrictions in this Agreement shall not apply with respect to, information (i) possessed by or independently developed by the receiving Party prior to any disclosure, (ii) obtained from sources other than the disclosing Party, which sources had no obligation of confidentiality to disclosing Party with respect to the Confidential Information, or (iii) which is within the public domain when disclosed or becomes part of the public domain after disclosed to the receiving Party without fault on the part of the receiving Party. Seller’s Confidential Information also includes the terms of this Agreement.

13.2 The Confidential Information of a Party belongs to that Party. The receiving Party will not disclose the Confidential Information of the disclosing Party to any third party without the disclosing Party’s prior written consent. The receiving Party will not use the Confidential Information of the disclosing Party for any purpose not expressly permitted by this Agreement or to carry out the Services or the sale of Products, and will disclose the Confidential Information of the disclosing Party only to the employees or contractors of the receiving Party who have a need to know such Confidential Information for purposes of carrying out the Services or the sale of Products and who are under a duty of confidentiality no less restrictive than the receiving Party’s duty hereunder. Receiving Party will protect the disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

13.3 Receiving Party will, upon completion or termination of this Agreement or promptly upon request from the disclosing Party, return or destroy all Confidential Information of the disclosing Party, including any documents or materials that contain any Confidential Information of the disclosing Party. Notwithstanding anything to the contrary in this Agreement, the receiving Party (i) may retain one (1) copy of the disclosing Party’s Confidential Information solely for archival, audit, disaster recovery, legal or regulatory purposes and (ii) will not be required to search archived electronic back-up files of its computer systems for the disclosing Party’s Confidential Information in order to purge the disclosing Party’s Confidential Information from its archived files; provided, however, that the receiving Party must (i) maintain its confidentiality under this Agreement as if it were still in effect, and (ii) not use the retained Confidential Information of the disclosing Party for any other purpose.

13.4 The Parties recognize that a violation of this Section 13 can cause irreparable harm to the business of the disclosing Party that could not be adequately compensated by the payment of money damages and agree that the disclosing Party may seek injunctive relief against any actual or threatened breach of this Section 13 in addition to any other available legal and equitable remedies. The prevailing Party in any action to enforce this Section 13 shall be entitled to recover from the non-prevailing Party reasonable attorneys’ fees in addition to other relief granted in such action.

Force Majeure

Except for payment for amounts due under the Agreement, neither Party will be liable to the other for delays or failures to perform occasioned by causes beyond its reasonable control and without its fault or negligence. Such acts or events shall include but not be limited to, acts of God, civil or military authority, civil disturbance, riot, fire, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, materials or manufacturing facilities, and delayed issuance of export control licenses. In the event of such delays or failures to perform, any dates or times by which either Party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the additional time required because of the delay or failure to perform. The Party claiming force majeure shall promptly inform the other Party of any event of force majeure, and its expected duration and cessation. The Party claiming force majeure shall use its best efforts to mitigate such effects to the extent reasonably practicable.

Return/Cancellation Policy

In the event Buyer wishes to return any Products based on reasons outside of Seller’s control, including but not limited to Buyer’s cancellation or termination of this Agreement or any portion thereof for its convenience, Buyer agrees, in addition to any other amounts due under this Agreement, to reimburse Seller at cost for any and all third party cancellation/restocking fees incurred by Seller.

Termination

16.1 Seller may, without prejudice to any rights or remedies available to Seller under this Agreement, at law or in equity, terminate this Agreement immediately for cause in the event Buyer breaches a material term of this Agreement (it being understood that Buyer’s payment obligations shall constitute a material term) and such breach is not cured within thirty (30) days after written notice thereof. Seller may also, without prejudice to any rights or remedies available to Seller under this Agreement, at law or in equity, terminate this Agreement immediately for cause upon written notice if Buyer: (i) breaches a material term of this Agreement and such breach is incapable of cure, (ii) fails on multiple occasions to pay any amounts when due, (iii) is declared insolvent or adjudged bankrupt by any court of competent jurisdiction, or (iv) makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days. Upon Seller’s termination of this Agreement for cause, without waiving or otherwise limiting any other remedies available to Seller under this Agreement, at law or in equity, Buyer shall become immediately liable for any outstanding charges for Products delivered and/or Services performed up to the date of termination, any third party restocking/cancellation fees incurred by Seller, and any interest on any and all past due charges as set forth in this Agreement.

16.2 Buyer may, without prejudice to any rights or remedies available to Buyer under this Agreement, at law or in equity, terminate this Agreement immediately for cause in the event Seller breaches a material term of this Agreement and such breach is not cured within thirty (30) days after written notice thereof. Buyer may also, without prejudice to any rights or remedies available to Buyer under this Agreement, at law or in equity, terminate this Agreement immediately for cause upon written notice if Seller: (i) breaches a material term of this Agreement and such breach is incapable of cure, (ii) is declared insolvent or adjudged bankrupt by any court of competent jurisdiction, or (iii) makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days.

16.3 Buyer may, upon written notice to Seller, terminate this Agreement for its convenience provided, however, that Seller shall be paid for all Products delivered and Services performed up to the effective date of termination (less amounts already paid) plus reimbursed at cost for any third party restocking/cancellation fees in accordance with Section 15.

16.4 Upon any expiration or termination of this Agreement, in addition to any other provisions of this Agreement that state survival after termination or expiration of this Agreement, and notwithstanding expiration, completion or termination of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement that, by their nature, shall survive such completion or termination, including without limitation provisions relating to warranties, governing law and jurisdiction, and confidentiality.

Governing Law and Jurisdiction

17.1 This Agreement shall be interpreted in accordance with and governed in all respects by the laws of the State of Florida without giving effect to its conflicts of law rules. Any dispute related to, arising out of, or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Hillsborough County, Florida and the United States District Court for the Middle District of Florida. In the event of legal proceedings arising out of or relating to this Agreement, the prevailing Party, as determined by the court, shall be entitled to recover, from the non-prevailing Party, reasonable costs suffered or incurred in connection with such proceedings including, but not limited to, court fees, attorneys’ fees, expenses and costs of investigation and court.

17.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SELLER AND BUYER EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THIS AGREEMENT. SELLER AND BUYER FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY.

Miscellaneous

18.1 The Proposal shall be firm for the period shown on the face of the Proposal, subject to withdrawal or change by the Seller upon notice at any time prior to Buyer’s acceptance. Notwithstanding the foregoing, the Seller shall have the right to amend the price of the Products to reflect current conditions that affect the price, including increase in raw material prices, and tariffs that had not been imposed at the time this Agreement was submitted to Buyer.

18.2 In providing the Products, Seller shall be deemed to be an independent contractor and its personnel and representatives shall not act as nor be Buyer’s agents or employees. Seller shall have complete charge and responsibility for personnel employed or engaged by Seller.

18.3 Buyer may not assign any of its rights or obligations under this Agreement, including by purchase, merger or operation of law, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Seller may assign this Agreement to any of its affiliates or any successor of all or substantially all of its business. Any attempted assignment or transfer in violation of this sub-Section 18.3 shall be null and void.

18.4 If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining terms of this Agreement shall in no way be affected or impaired.

Addendums

Enterprise Managed Services

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The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of managed services as more particularly described in this Addendum and the Managed Services Description (collectively, the “Services”). In the event of a conflict or inconsistency between the terms of this Addendum, the terms of the AVI-SPL Managed Services Addendum shall prevail to the extent of such conflict or inconsistency. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions.

Definitions

This Addendum contains defined terms and acronyms. The following definitions shall apply:

“Help Desk” means Seller’s 24×7 global help desk as described in the Managed Services Description and this Addendum;

“Managed Services Description” means that portion of the Proposal and/or Statement of Work detailing the Services being purchased by Buyer;

“In-Warranty Hardware” means the covered equipment has an active, Manufacturer or third-party sponsored warranty program that can be exercised by the Buyer or by the Seller on behalf of the Buyer;

“Manufacturer” means an entity that produces hardware and / or software;

“Out-of-Warranty Hardware” means the covered equipment does not have an active, Manufacturer or third-party sponsored warranty program that can be exercised by the Buyer or by the Seller on behalf of the Buyer;

“Software Options” means optional functionality or features of software that may be selected at the time of purchase or later, and for which separate charges are assessed;

“Software Update” means software for which the Manufacturer has provided fixes or minor revisions to correct errors or defects in the existing operation of the software in accordance with the published product specifications, and which is limited to those updates that the Manufacturer generally provides to its customers at no charge. Software Updates do not include Software Upgrades or Software Options;

“Software Upgrade” means new releases of the software which contains enhancements improving the functionality or capabilities of the software, which Manufacturer may make available to its customers. Software Upgrades do not include Software Options; and

Services Description

The Services purchased by Buyer are detailed in the Managed Services Description.

Services Orders

Following Seller’s order confirmation, Buyer agrees to provide a contact name, email address, and telephone number for the Services. Additionally, upon Seller request and where necessary for the fulfilment of Services, Buyer agrees to aid in the facilitation of site audits, provide Seller with network access to supported devices including subscribed third-party platforms and provide any technical or environmental information reasonably requested by Seller to monitor, maintain, and manage subscribed technologies. Standard response times and service level agreements are not guaranteed until such information is received by the Help Desk.

Any changes to the Services during the Services term will be documented by a change order and must be mutually executed by Buyer and Seller.

Services Term

The Services shall commence upon installation project completion or, for Stand-alone Services, upon Seller’s confirmation of Buyer’s order and completion of service initiation activities and shall continue for the term specified in the Proposal, unless earlier terminated. Installation projects containing multiple phases or being performed over extended periods may include multiple completion milestones / service commencement dates where Services commencement and related billing will be specified in the Proposal. The Services shall expire at the conclusion of the term specified in the Proposal, unless earlier terminated. Notwithstanding anything to the contrary in the Terms and Conditions, Seller reserves the right to postpone commencement of the Services, upon written notice to Buyer, in the event of any delays that prevent Seller from commencing the Services on the original commencement date. In such case, Seller will provide a new Services commencement date and the term of the Services will commence as of that date and continue for the term specified in the Proposal, notwithstanding any specific dates contained in the Agreement or any other purchase documents. Invoicing and payment will be adjusted to align with the new commencement date of the Services.

Buyer acknowledges: (1) Seller cannot fulfill Services until acceptable device inventory and network connectivity has been established; and (2) where Seller is unable to fulfill Service due to Buyer’s delay in network connectivity or completion of customer responsibilities for a period exceeding ninety (90) days, the Services, including Service Term and applicable billing will commence regardless of implementation status. Acceptable forms of network connectivity and Buyer’s responsibilities are defined in the Managed Services Description.

Services Availability

Help Desk remote support is available on a 24×7 basis.

Unless otherwise noted in the Managed Services Description, the Seller’s field service technicians are available Monday through Friday from 8 AM to 5 PM local standard time, excluding local holidays.

Requirements to provide Services prior to or after the agreed upon hours of support must be agreed to by both Parties in advance and in writing and additional fees may apply.

Third Party Services

Seller may make third party services available to Buyer. Seller offers no guarantees and assumes no responsibility or liability of any kind with respect to third party services.

Software Updates, Upgrades, and Options

Unless otherwise agreed to, Software Updates, Upgrades, and Options are the responsibility of the Buyer.

In the event the Buyer has elected to have the Seller provision these services on its behalf, the Help Desk will assist with the provision of Software Updates, Upgrades, or Options when necessary to resolve a reported issue and when made available by the Buyer or Manufacturer. Depending on Services elected, additional charges may apply for proactive management of Software Updates, Upgrades, or Options and when specialist or onsite support of these activities is requested or required. Seller will not be liable for any issues, damages or disruption arising from a Software Update, Upgrade, or Option released by a third party.

Replacement Parts

Standard program: In-Warranty Hardware will be eligible for repairs or replacement parts and the use of advanced replacement programs in accordance with the Manufacturer’s published warranty program.

Replaced parts will become the property of Seller or the Manufacturer. If replacement activity is performed by Buyer, the replaced parts must be returned per the Seller’s direction within five (5) business days of receipt of the replacement part; otherwise, Buyer will be invoiced the full list price for the replaced part.

Depending on Services elected, additional charges may apply for onsite support of In-Warranty Hardware parts repair or replacement. Out-of-Warranty Hardware or other parts repair or replacement deemed to be out-of-warranty will be considered billable activity.

Optional program: Buyers who elect an extended hardware warranty as a component of their Services are eligible for repairs or replacement parts for Out-of-Warranty Hardware. The inclusion of this coverage must be incorporated into the Services Description and is further described therein.

Service Level Agreement

Help Desk response: Seller’s Help Desk will provide an average speed of answer of sixty (60) seconds for support calls and will respond to new service requests made via monitoring alert, email or web portal to its Help Desk within four (4) hours with case assignment notification.

Upon the Help Desk’s determination that a dispatch is required, Seller’s field service technicians will provide the onsite response aligned to the service level elected in the Managed Services Description. The ability to meet this service level may be impacted by the Buyer’s room availability, the requirement for replacement parts, and the reliance on a Buyer’s third-party.

When a case is opened, the Help Desk will classify the case in accordance with the following incident priority classifications:

Priority 1 – core business or technology functionality unavailable resulting in work stoppage or significant impact to user experience

Priority 2 – a loss in functionality that compromises but does not prevent work completion or have significant impact to user experience

Priority 3 – issue that does not compromise work completion and therefore does not require immediate attention

Priority 4 – issue that can be scheduled such as a maintenance activity or scheduled replacement

Services Exclusions

Unless otherwise specified in the Managed Services Description, Services do not cover any of the following: (i) electrical work and / or in-house cabling; (ii) repair or replacement resulting from natural disaster, fire, accident, neglect, misuse, vandalism, water, corrosion, power surges, unconditioned or fluctuating power, Buyer-provided network, or failure of the installation site to conform to Manufacturer specifications; or resulting from use other than intended purposes; or resulting from use with items not provided or approved by Seller; or resulting from the performance of maintenance or the attempted repair by persons other than Seller’s employees or persons authorized by Seller; (iii) repair or replacement excluded by or no longer covered by the Manufacturer’s repair and replacement program; (iv) furnishing supplies or accessories including consumables such as projection lamps, bulbs, filters, fuses, batteries and the labor to replace these items; (v) relocation services, or the addition or removal of items from or to other devices not furnished by Seller; (vi) damage to displays caused by screen burnout or image “burn-in”; and (vii) Services in connection with computer viruses or conflicts involving software that is not installed or introduced by Seller including coverage for Buyer-furnished product unless specifically listed as covered product.

Any modifications and / or additions made without Seller’s prior written approval are at Buyer’s sole risk and expense. If, in Seller’s reasonable discretion, such modifications and / or additions cause defects, disruptions and / or malfunction, and Buyer requests Seller’s assistance to correct the issue, Seller’s assistance will be billable at Seller’s then-current time and material rates.

Charges and Payment Terms

Unless otherwise specified in the Proposal, payment terms are net 30 days from Buyer’s receipt of invoice. Stand-alone Services will be billed upon Seller’s confirmation of Buyer’s order. Any services provided that are not included in the Services will be billable as incurred.

Termination

In the event of Buyer’s early termination for cause, a pro-rated refund will be issued to the Buyer for the unused term of Services, except Buyer shall remain liable for (i) all non-refundable third-party fees incurred by Seller for prepaid expenses and (ii) all services performed during Services term. Services may not be terminated for convenience.

Seller reserves the right to terminate or modify available Services at any time in its sole discretion; provided, however, that any such termination or modifications will not affect any Services already ordered by Buyer and confirmed by Seller prior to such termination or modifications except as mutually agreed by both Parties.

Buyer Obligations

(a) Buyer shall provide Seller with all information, cooperation, and access that Seller reasonably requests.

(b) If applicable, Buyer shall provide Seller personnel with timely access to service location.

(c) Buyer shall provide Seller’s personnel with adequate working conditions that comply with all applicable labor, safety and health laws and regulations.

(d) Buyer will provide the necessary utility services for use in accordance with the Manufacturer’s applicable published specifications.

(e) Buyer will be responsible for payment of parts and services provided by Seller that are not covered by the Services. Seller will obtain Buyer’s written consent prior to providing the parts and / or services, which will be billable at Seller’s then-current time and material rates.

(f) Seller strongly recommends that Buyer install and use a current, reputable anti-virus program in connection with any PC-based, open-architecture product, and that Buyer regularly updates and runs such anti-virus program, especially in connection with the emergence of any new viruses.

(g) Buyer is solely responsible for backing up its data. Seller will not under any circumstances have a duty to back up Buyer’s data or to restore data that is lost in the course of Seller’s provision of Services, or otherwise. Seller will not be liable for the loss of Buyer’s data, whatever the reason for the loss, including without limitation as a result of Seller’s negligence. The preceding limitation applies to any cause of action, whether based in contract, tort, or any other theory.

Solicitation

At no time during the term of the Services or for one (1) year thereafter, will Buyer directly or indirectly offer employment to any Seller employees who performs Services on behalf of Seller without Seller’s express prior written consent. In the event that Buyer is in breach of this provision, Seller shall have the right to invoice Buyer, and Buyer agrees to pay, a sum equal to twelve (12) months’ salary in respect of the hired individual. The foregoing restrictions shall not apply to solicitation through any general recruitment advertisement in the normal course of business, without specifically targeting or approaching the other Seller’s employees.

Warranty and Limitation of Liability

SELLER WARRANTS FOR NINETY (90) DAYS FROM THE PERFORMANCE OF ANY SERVICES HEREUNDER THAT SUCH SERVICES SHALL BE PERFORMED IN A WORKMANLIKE MANNER CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS. SELLER MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. SELLER MAKES NO WARRANTY THAT OPERATION OF THE PRODUCT SERVICED WILL BE UNINTERRUPTED OR ERROR FREE. BUYER MUST PROMPTLY REPORT IN WRITING ANY BREACH OF THIS WARRANTY TO SELLER NO LATER THAN FIFTEEN (15) DAYS AFTER EXPIRATION OF THE ABOVE WARRANTY PERIOD, AND BUYER’S EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF SUCH WARRANTY SHALL BE FOR SELLER TO RE-PERFORM THE SERVICES OR, IF SELLER IS UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED, BUYER SHALL BE ENTITLED TO RECOVER THE PRORATED FEES PAID TO SELLER FOR THE NONCONFORMING SERVICES. SUBJECT TO THE EXCLUSION OF DAMAGES PROVISION CONTAINED IN THE GENERAL TERMS AND CONDITIONS, SELLER’S MAXIMUM LIABILITY FOR ALL OTHER DAMAGES WILL BE LIMITED TO ONE (1) YEAR’S SERVICE CHARGES. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND IN SUCH EVENT, THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Support and Maintenance Services

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The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of support and maintenance services as more particularly described in this Addendum and the Support and Maintenance Services Description (collectively, the “Services”). Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions.

Definitions

This Addendum contains defined terms and acronyms. The following definitions shall apply:

“Help Desk” means Seller’s 24×7 global help desk as described this Addendum;

“Manufacturer” means an entity that produces hardware and / or software;

“Software Options” means optional functionality or features of software that may be selected at the time of purchase or later, and for which separate charges are assessed;

Services Description

The Services purchased by Buyer are detailed in the Support and Maintenance Services Description.

“Remote Help Desk” provides 7x24x365 remote technical support and incident remediation assistance including facilitation of manufacturer warranty and replacement programs, access to software upgrades and updates.

“Repair/Replacement Facilitation” provides assistance identifying hardware that is repair or replaceable under manufacturer warranty, remote installation assistance and coordination assistance for the return of defective parts and equipment.

“Onsite Support” provides Supplier provided onsite technical assistance for the installation of replacement equipment or technical remediation services with 48 hours. Onsite support is an optional service and available for subscribed rooms and available once the Help Desk has determined dispatch is required for remediation.

“Software Updates and Upgrades” – where made available by the manufacturer, Supplier will make available software upgrades and updates to resolve a reported incident in accordance with manufacturer recommendations. Supplier’s Help Desk will provide guidance on the need for onsite technicians and/or specialist support to return the device to service. Where onsite or access to specialist support is not included in the elected service level, the Help Desk will offer Supplier services including specialist on a Time & Materials basis.

“Customer Portal” is a Seller provided online portal for Buyer incident reporting and case status validation.

“Time & Materials” support provides access to Seller’s remote help desk and onsite field services on a non-contracted, usage-billing basis. Time and Materials support is subject to one-time case fees and billed 30 days in arrears based on actual usage. Onsite dispatch and parts orders require a purchase order or credit card prior to delivery.

“4 Hour Onsite” is an optional upgrade to onsite service accelerating dispatch time from 48 hours to 4 hours. Service availability is subject to Seller address verification prior to quote or order and where applicable manufacturer replacement parts shipping.

“Next Business Day Onsite” is an optional upgrade to onsite service accelerating dispatch time from 48 hours to Next Business Day. Service availability is subject to Seller address verification prior to quote or order and where applicable manufacturer replacement parts shipping. Next Business Day dispatch applies to incidents reported prior to 3:00 p.m. local time.

“Consumables Replacement” is an optional add-on and covers replacement of a subscribed room’s consumables including filters, fuses, and batteries.

“Preventative Maintenance Visit” is a one-time, onsite visit to clean, calibrate and test in-room covered devices. Seller’s technician will complete a pre-defined checklists identify any in room issues and recommendations for performance optimization.

“Programming Protection” is an optional contract enhancement that covers any controller programming required to return a room to service as a result of a supported incident. Programming Protection is limited to rooms in the United States and requires Seller’s access to the most recent version of uncompiled code. Upgrades and improvements are excluded.

“ServiceNow Integration” is an option account level service that provides integration between Seller’s ServiceNow and Buyer’s ServiceNow instance for the purpose of case data integration. ServiceNow integration is subject to Buyer’s Service Now Integration Configuration Guide.

Services Orders

Following Seller’s order confirmation, Buyer agrees to provide a contact name, contact email address, and telephone number at the service location(s). Standard response times and service level agreements are not guaranteed until such information is received by the Help Desk.

Products specifically identified in the proposal will be eligible for Services. If Buyer elects to purchase any additional or optional services or features, additional fee(s) will be invoiced separately with payment terms as specified for such services.

Services Term

The Services shall commence upon installation project completion or, for Stand-alone Services, upon Seller’s confirmation of Buyer’s order, and shall continue for the term specified in the Proposal, unless earlier terminated. Installation projects containing multiple phases or being performed over extended periods may include multiple completion milestones / service commencement dates. The Services shall expire at the conclusion of the term specified in the Proposal, unless earlier terminated. Notwithstanding anything to the contrary in the Terms and Conditions, Seller reserves the right to postpone commencement of the Services, upon written notice to Buyer, in the event of any delays that prevent Seller from commencing the Services on the original commencement date. In such case, Seller will provide a new Services commencement date and the term of the Services will commence as of that date and continue for the term specified in the Proposal, notwithstanding any specific dates contained in the Agreement or any other purchase documents. Invoicing and payment will be adjusted to align with the new commencement date of the Services.

Services Availability

Help Desk remote support is available on a 24×7 basis.

Unless otherwise noted in the Support and Maintenance Services Description, the Seller’s field service technicians are available Monday through Friday from 8 AM to 5 PM local standard time, excluding legal holidays. For Buyers with service locations in the United Arab Emirates, the Seller’s field service technicians are available Sunday through Thursday from 8 AM to 5 PM local standard time, excluding holidays. Holidays vary by region.

Requirements to provide Services prior to or after the agreed upon hours of support must be agreed to by both Parties in advance and in writing and additional fees may apply.

Third Party Services

Seller may make third party services available to Buyer. Seller offers no guarantees and assumes no responsibility or liability of any kind with respect to third party services. Third party services are subject to the terms and conditions of the supplier.

Software Updates, Upgrades, and Options

The Help Desk will assist with the provision of Software Updates, Upgrades, or Options when necessary to resolve a reported issue and when made available by the Buyer or Manufacturer. Depending on Services elected, additional charges may apply for proactive management of Software Updates, Upgrades, or Options and when specialist or onsite support of these activities is requested or required. Seller will not be liable for any issues, damages or disruption arising from a Software Update, Upgrade, or Option released by a third party.

Replacement Parts

Optional program: Buyers who elect an extended hardware warranty as a component of their Services are eligible for repairs or replacement parts for Out-of-Warranty Hardware. The inclusion of this coverage must be incorporated into the Support and Maintenance Services Description and is further described therein.

Service Level Agreement

Help Desk response: Seller’s Help Desk will provide an average speed of answer of sixty (60) seconds for support calls and will respond to new service requests made via email or web portal to its Help Desk within four (4) hours with case assignment notification.

Upon the Help Desk’s determination that a dispatch is required, Seller’s field service technicians will provide the onsite response aligned to the service level elected in the Support and Maintenance Services Description. The ability to meet this service level may be impacted by the Buyer’s room availability, the requirement for replacement parts, and the reliance on a Buyer’s third-party.

When a case is opened, the Help Desk will classify the case in accordance with the following incident priority classifications:

Priority 1 – core business or technology functionality unavailable resulting in work stoppage or significant impact to user experience

Priority 2 – a loss in functionality that compromises but does not prevent work completion or have significant impact to user experience

Priority 3 – issue that does not compromise work completion and therefore does not require immediate attention

Priority 4 – issue that can be scheduled such as a maintenance activity or scheduled replacement

Services Exclusions

Unless otherwise specified in the Support and Maintenance Services Description, Services do not cover any of the following: (i) electrical work and / or in-house cabling; (ii) repair or replacement resulting from natural disaster, fire, accident, neglect, misuse, vandalism, water, corrosion, power surges, unconditioned or fluctuating power, Buyer-provided network, or failure of the installation site to conform to Manufacturer specifications; or resulting from use other than intended purposes; or resulting from use with items not provided or approved by Seller; or resulting from the performance of maintenance or the attempted repair by persons other than Seller’s employees or persons authorized by Seller; (iii) repair or replacement excluded by or no longer covered by the Manufacturer’s repair and replacement program; (iv) furnishing supplies or accessories including consumables such as projection lamps, bulbs, filters, fuses, batteries and the labor to replace these items; (v) relocation services, or the addition or removal of items from or to other devices not furnished by Seller; (vi) damage to displays caused by screen burnout or image “burn-in”; and (vii) Services in connection with computer viruses or conflicts involving software that is not installed or introduced by Seller including coverage for Buyer-furnished product unless specifically listed as covered product.

Charges and Payment Terms

Unless otherwise specified in the Proposal, payment terms are net 30 days from Buyer’s receipt of invoice. Unless otherwise specified in the Proposal, Stand-alone Services will be billed upon Seller’s confirmation of Buyer’s order. Any services provided that are not included in the Services will be billable as incurred.

Renewals

Seller will provide Buyer with a minimum of sixty (60) days prior written notice of expiration of the Service Period for each service contract that is renewable. Buyer must give Seller written notice of Customer’s intent to renew for each service contract at least thirty (30) days before expiration of each service period. In the absence of such written notice, Buyer will charge the Buyer the then-current time and material rates for any Services provided to Buyer after the expiration of the service contract. Furthermore, Buyer reserves the right to terminate or modify available service description at any time in its sole discretion; provided, that any such modifications will not affect any service description already ordered by Customer and accepted by Buyer prior to such modifications except as mutually agreed by both parties.

In the event Buyer’s service contract includes third-party services which auto-renew Buyer must submit notice of non-renewal within 30 days of expiration for the entire contract. In the event Buyer fails to submit notice of non-renewal any third-party service fees are the responsibility of the Buyer.

Recertification

Devices and rooms that have not been continuously covered by an AVI-SPL or manufacturer support contract may be required to pass an inspection, be brought up the latest software version level and/or be subject to a recertification fee at the Buyer’s expense prior to commencement of Supplier Support and Maintenance contract.

Termination

Seller may immediately terminate the Services upon written notice in whole or in part for cause if any person other than a Seller employee or designated service representative alters covered equipment rendering it unsafe.

Buyer Obligations

(a) Buyer shall provide Seller with all information, cooperation and access that Seller reasonably requests for remote diagnosis of the reported issue. Parts replacement and onsite service may not become available until the Help Desk is provided the appropriate information or support to diagnose the issue.

(b) If applicable, Buyer shall provide Seller personnel with timely access to service location and adequate working space at no charge to Seller.

(c) Buyer shall provide Seller’s personnel with adequate working conditions that comply with all applicable labor, safety and health laws and regulations.

(d) Buyer will provide the necessary utility services for use in accordance with the Manufacturer’s applicable published specifications.

Solicitation

Warranty and Limitation of Liability

Dedicated Onsite Managed Services

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The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of onsite managed services as more particularly described in this Addendum and the Onsite Managed Services Description (collectively, the “Services”). Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions.

Definitions

This Addendum contains defined terms and acronyms. The following definitions shall apply:

“Manufacturer” means an entity that produces hardware and / or software;

“Onsite Managed Services Description” means that portion of the Proposal detailing the Services being purchased by Buyer;

“Software Options” means optional functionality or features of software that may be selected at the time of purchase or later, and for which separate charges are assessed;

Services Description

The Services purchased by Buyer are detailed in the Onsite Managed Services Description.

Services Orders

Service locations specifically identified in the proposal will be eligible for Services. If Buyer elects to purchase any additional or optional services or features, additional fee(s) will be invoiced separately with payment terms as specified for such services.

Services Term

The Services shall commence upon the first day onsite at Buyer’s location or upon first day of orientation. The Services shall expire at the conclusion of the term specified in the Proposal, unless earlier terminated. Notwithstanding anything to the contrary in the Terms and Conditions, Seller reserves the right to postpone commencement of the Services, upon written notice to Buyer, in the event of any delays that prevent Seller from commencing the Services on the original commencement date. In such case, Seller will provide a new Services commencement date and the term of the Services will commence as of that date and continue for the term specified in the Proposal, notwithstanding any specific dates contained in the Agreement or any other purchase documents. Invoicing and payment will be adjusted to align with the new commencement date of the Services.

Services Availability

Unless otherwise noted in the Onsite Managed Services Description, the Seller’s onsite managed services personnel are available Monday through Friday from 8 AM to 5 PM local standard time, excluding legal holidays.

Requirements to provide Services prior to or after the agreed upon hours of support must be agreed to by both parties in advance and in writing and additional fees may apply.

Services performed beyond forty (40) hours per week will be paid at the rate of one and a half times the hourly rate. Services performed on legal holidays will be charged at the rate of two times the hourly rate.

Seller Point of Contact

Seller will provide a contact that will be responsible for the overall agreement in place with Buyer. This resource may be contacted for all issues with respect to the delivery of Services.

Assignment and Removal of Seller’s Onsite Managed Services Personnel

Action may be required to remove Seller’s onsite managed services personnel from provision of Services as a result of performance or behavioral issues. In these instances, Buyer will formally document any and all such occurrences and notify Seller immediately for corrective action. Buyer may request immediate dismissal of Seller’s onsite managed services personnel for those reasons as stated above. Seller reserves the right to remove any of Supplier’s onsite managed services personnel from provision of Services at any time in the event of such personnel’s (i) voluntary resignation from Seller, (ii) termination from employment by Seller for any reason or no reason, or (iii) inability to work due to sickness, disability, military leave, death or pursuant to any other relevant labor or employment legislation. In such event of personnel removal, Seller will use commercially reasonable efforts to minimize any disruption to Buyer and will provide substitute personnel with comparable qualifications and experience. Buyer understands that it is being provided a service and not an individual, as more than one resource may be assigned to fulfill the Services.

Travel

Any vehicle travel and associated expenses incurred by onsite managed services personnel at the request of Seller will be billable at Seller’s cost plus ten (10) percent. Mileage will be billable at a rate of $0.56 per mile. All travel will be billable as incurred.

Communication Devices

Seller’s onsite managed services personnel will be eligible to participate in the Seller’s standard wireless program at no additional charge to the Buyer. This will enable onsite managed services personnel to be provisioned with either Seller-issued or personal devices in fulfillment of the Services.

Third Party Services

Seller may make third-party services available to Buyer. Seller offers no guarantees and assumes no responsibility or liability of any kind with respect to third party services.

Software Updates, Upgrades, and Options

The onsite managed services personnel may assist with the provision of Software Updates, Upgrades, or Options when necessary to resolve a reported issue and when made available by the Buyer or Manufacturer. Depending on Services elected, additional charges may apply for proactive management of Software Updates, Upgrades, or Options and when specialist or onsite support of these activities is requested or required. Seller will not be liable for any issues, damages or disruption arising from a Software Update, Upgrade, or Option released by a third party.

Replacement Parts

In-Warranty Hardware will be eligible for repairs or replacement parts and the use of advanced replacement programs in accordance with the Manufacturer’s published warranty program.

Services Exclusions

Unless otherwise specified in the Onsite Managed Services Description, Services do not cover any of the following: (i) electrical work and / or in-house cabling; (ii) repair or replacement resulting from natural disaster, fire, accident, neglect, misuse, vandalism, water, corrosion, power surges, unconditioned or fluctuating power, Buyer-provided network, or failure of the installation site to conform to Manufacturer specifications; or resulting from use other than intended purposes; or resulting from use with items not provided or approved by Seller; or resulting from the performance of maintenance or the attempted repair by persons other than Seller’s employees or persons authorized by Seller; (iii) repair or replacement excluded by or no longer covered by the Manufacturer’s repair and replacement program; (iv) furnishing supplies or accessories including consumables such as projection lamps, bulbs, filters, fuses, batteries and the labor to replace these items; (v) relocation services, or the addition or removal of items from or to other devices not furnished by Seller; (vi) damage to displays caused by screen burnout or image “burn-in”; and (vii) Services in connection with computer viruses or conflicts involving software that is not installed or introduced by Seller including coverage for Buyer-furnished product unless specifically listed as covered product.

Charges and Payment Terms

Unless otherwise specified in the Proposal, payment terms are net 30 days from Buyer’s receipt of invoice. Any services provided that are not included in the Services will be billable as incurred.

Termination

In the event of Buyer’s early termination for cause, a pro-rated refund will be issued to the Buyer for any prepaid amounts for the unused term of Services, except Buyer shall remain liable for (i) all non-refundable third-party fees incurred by Seller for prepaid expenses and (ii) all services performed during Services term. Services may not be terminated for convenience.

Buyer Obligations

(a) Buyer shall provide Seller with all information, cooperation and access that Seller reasonably requests. Parts replacement and onsite service may not become available until receipt of the appropriate information or support to diagnose the issue.

(b) If applicable, Buyer shall provide Seller personnel with timely access to service location and adequate working space at no charge to Seller.

(c) Buyer shall provide Seller’s onsite managed services personnel with adequate working conditions that comply with all applicable labor, safety and health laws and regulations.

(d) Buyer will provide the necessary utility services for use in accordance with the Manufacturer’s applicable published specifications.

Solicitation

At no time during the term of the Services or for one (1) year thereafter, will Buyer directly or indirectly offer employment to any Seller employees who performs Services on behalf of Seller without Seller’s express prior written consent. In the event that Buyer is in breach of this provision, Seller shall have the right to invoice Buyer, and Buyer agrees to pay, a sum equal to the price of the impacted resource for a twelve (12) month term. The foregoing restrictions shall not apply to solicitation through any general recruitment advertisement in the normal course of business, without specifically targeting or approaching the other Seller’s employees.

Warranty and Limitation of Liability

Government and Education

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The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of Products and Services to federal, state and local government and education customers. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions.

Modification to Section 5 of General Terms and Conditions

Section 5 of General Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“In the event Buyer is in arrears with any payment whatsoever due from it to Seller at any time, whether in respect of the Proposal price or any other amount due from the Buyer to the Seller under the terms of this Agreement, the amount in arrears shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief or remedy available to Seller.”

Modification to Section 6 of General Terms and Conditions

Sub-Section 6.1 of General Terms and Conditions is hereby deleted in its entirety and replaced with the following: “Title to the Products shall pass to Buyer upon delivery, subject to the manufacturer’s or Seller’s software license (if applicable).”

Modification to Section 13 of General Terms and Conditions

A new sub-Section 13.5 is added at the end of Section 13 of the General Terms and Conditions:

“Nothing in this Section 13 shall be construed so as to restrict the right of access to public records in contravention of applicable federal or state public records laws.”

Modification to Section 17 of General Terms and Conditions

Sub-Section 17.2 is hereby deleted in its entirety.

Symphony

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The following terms and the AVI-SPL Symphony – End User License Agreement (attached hereto and incorporated herein by reference as Exhibit 1) supplement and modify the General Terms and Conditions as they apply to Seller’s provision of managed services as more particularly described in this Addendum and the Managed Services Description (collectively, the “Services”). In the event of a conflict or inconsistency between the terms of this Addendum and the AVI-SPL Symphony – End User License Agreement, the terms of the AVI-SPL Symphony – End User License Agreement shall prevail to the extent of such conflict or inconsistency. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions.

Definitions

This Addendum contains defined terms and acronyms. The following definitions shall apply:

“Help Desk” means Seller’s 24×7 global help desk as described in the Managed Services Description and this Addendum;

“Managed Services Description” means that portion of the Proposal detailing the Services being purchased by Buyer;

“Manufacturer” means an entity that produces hardware and / or software;

“Software Options” means optional functionality or features of software that may be selected at the time of purchase or later, and for which separate charges are assessed;

Services Description

The Services purchased by Buyer are detailed in the Managed Services Description.

Services Orders

Any changes to the Services during the Services term will be documented by a change order and must be mutually executed by Buyer and Seller.

Services Term

The Services shall commence upon installation project completion or, for Stand-alone Services, upon Seller’s confirmation of Buyer’s order, and shall continue for the term specified in the Proposal, unless earlier terminated. Installation projects containing multiple phases or being performed over extended periods may include multiple completion milestones / service commencement dates where Services commencement and related billing will be specified in the Proposal. The Services shall expire at the conclusion of the term specified in the Proposal, unless earlier terminated. Notwithstanding anything to the contrary in the Terms and Conditions, Seller reserves the right to postpone commencement of the Services, upon written notice to Buyer, in the event of any delays that prevent Seller from commencing the Services on the original commencement date. In such case, Seller will provide a new Services commencement date and the term of the Services will commence as of that date and continue for the term specified in the Proposal, notwithstanding any specific dates contained in the Agreement or any other purchase documents. Invoicing and payment will be adjusted to align with the new commencement date of the Services.

Buyer acknowledges: (1) Seller cannot fulfill Services until acceptable network connectivity has been established; and (2) where Seller is unable to fulfill Service due to Buyer’s delay in network connectivity or completion of customer responsibilities for a period exceeding ninety (90) days, the Services, including applicable billing and Service Installation activities, will commence during the Service Term as network connectivity and completion of Buyer responsibilities is satisfied. Acceptable forms of network connectivity are defined in the Managed Services Description.

Services Availability

Help Desk remote support is available on a 24×7 basis.

Third Party Services

Seller may make third party services available to Buyer. Seller offers no guarantees and assumes no responsibility or liability of any kind with respect to third party services.

Software Updates, Upgrades, and Options

Unless otherwise agreed to, Software Updates, Upgrades, and Options are the responsibility of the Buyer.

Service Level Agreement

Seller’s management of actionable proactive alerts will be aligned to the service level defined in the Managed Services Description.

Services Exclusions

Unless otherwise specified in the Managed Services Description, Services do not cover any of the following: (i) hardware repair or replacement; (ii) furnishing supplies or accessories including consumables such as projection lamps, bulbs, filters, fuses, batteries and the labor to replace these items; (iii) relocation services, or the addition or removal of items from or to other devices not furnished by Seller; (iv) Services in connection with computer viruses or conflicts involving software that is not installed or introduced by Seller including coverage for Buyer-furnished product unless specifically listed as covered product.

Charges and Payment Terms

Termination

Buyer Obligations

(a) Buyer shall provide Seller with all information, cooperation and access that Seller reasonably requests.

(b) If applicable, Buyer shall provide Seller personnel with timely access to service location.

(c) Seller strongly recommends that Buyer install and use a current, reputable anti-virus program in connection with any PC-based, open-architecture product, and that Buyer regularly updates and runs such anti-virus program, especially in connection with the emergence of any new viruses.

(d) Buyer is solely responsible for backing up its data. Seller will not under any circumstances have a duty to back up Buyer’s data or to restore data that is lost in the course of Seller’s provision of Services, or otherwise. Seller will not be liable for the loss of Buyer’s data, whatever the reason for the loss, including without limitation as a result of Seller’s negligence. The preceding limitation applies to any cause of action, whether based in contract, tort, or any other theory.

Solicitation

Exhibit 1 to Addendum

AVI-SPL SYMPHONY – END USER LICENSE AGREEMENT

IMPORTANT: READ CAREFULLY: BUYER’S USE OF AND ACCESS TO THE SOFTWARE AND ASSOCIATED SERVICES OF SELLER IS CONDITIONED UPON BUYER’S COMPLIANCE AND ACCEPTANCE OF THESE TERMS. THIS IS THE LICENSE AGREEMENT AND NOT AN AGREEMENT OF SALE.

This AVI-SPL Symphony End User License Agreement (“EULA”) is entered into by and between the entity party to the Purchase Document to which this EULA relates ( “Buyer”) and AVI-SPL, Inc. or its Affiliates (“Seller”) and is made as of the effective date of the applicable Purchase Document. Buyer and the Seller may be referred to in the singular as a “Party” or in the plural as the “Parties.”

Definitions

This Exhibit contains defined terms and acronyms. The following definitions shall apply:

“Authorized User” means any individual or other person who is authorized by the entity identified above as Buyer to utilize or otherwise participate in the provision of Services and Software provided by the Seller pursuant to the applicable Purchase Document;

“Documentation” is the user or technical manuals, training materials, specifications or other documentation applicable to the Software provided as part of the Services and made available to Buyer;

“Entitlement” means the license detail; including license metric, duration, and quantity provided in a product ID published on Seller’s price list, claim certificate or right to use notification;

“Purchase Document” means the underlying legally binding document or documents entered into by and between Buyer and the Seller pursuant to which this EULA is entered, whether such document is identified as a videoconferencing service agreement, remote managed services agreement, master purchase agreement or other agreement, together with all schedules and exhibits related thereto, and includes any related purchase or other order entered into by the Parties, and regardless of whether such document is on a standard form provided by the Seller or on a form provided by Buyer;

“Services” means any managed and / or cloud collaboration services to be rendered by Seller as further specified in an applicable Purchase Document;

“Software” means Seller’s proprietary Symphony management platform and software applications and user interfaces together with any corrections, bug fixes, new features or functions, and any other updates and upgrades thereto added during the Term but specifically excluding therefrom any new versions or releases separately marketed; and

“Term” means the “Term,” “Service Term” or other like defined term as set forth in the applicable Purchase Document as such Term may be extended or renewed or terminated early, all as provided in such Purchase Document.

Buyer Rights, Responsibilities and Restrictions

General. Notwithstanding any other provision of this EULA, the Seller grants to Buyer only those rights expressly granted to Buyer in this EULA, if Buyer complies with all the terms and conditions hereof, including but not limited to the payment of applicable fees as set forth in the applicable Purchase Document.

Grant of License. Seller hereby grants to Buyer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to permit Buyer and its Authorized Users to use solely in connection with the Services during the Term the object code version of the Software and the Documentation solely for Buyer’s internal business operations and in accordance with the Documentation and Entitlement. Buyer acknowledges and agrees that any breach of the terms and conditions of this EULA by Buyer, any Authorized User, or any other employee, agent, contractor, or conferencing participant of Buyer shall be deemed a breach of this EULA by Buyer and Buyer shall be responsible in all respects for such breach.

Limitations and Restrictions. Buyer shall not, and shall not permit any Authorized User, conferencing participant or anyone who obtains access to the Service directly or indirectly through Buyer or any Authorized User to: (a) download, reproduce, copy, alter, adapt, modify, improve, translate, create derivative works from, reverse engineer, disassemble, decompile or otherwise attempt to reveal the source code, trade secrets or know- how underlying the Software; (b) interfere in any manner with the hosting of the Software; (c) use the Software to benchmark or otherwise obtain or develop performance metrics for the Software or its platform; (d) sublicense, resell, sublease, assign or otherwise transfer any of Buyer’s rights under this EULA or otherwise use the Software or Services for the benefit of a third party; (e) delete, remove or attempt to remove, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices or labels that appear on or in or are part of the Services, the Documentation or the Software; or (f) use the Software, Documentation or Services to develop a product that is similar to the Software or to operate a service bureau.

Responsibilities. It is Buyer’s responsibility to comply with all applicable laws in its use of the Software and Services. Buyer is solely responsible for (a) the operation, performance and security of its own equipment, networks and other computing resources used to connect to the Services, except and only to the extent specifically otherwise provided in the Purchase Document, (b) maintaining the confidentiality of its account information and passwords, and (c) all usage of the Software and the Services by Buyer and its Authorized Users and ensuring that no individuals or entities other than Buyer and its Authorized Users are provided or otherwise gain access to the Software and the Services. Buyer will notify the Seller immediately of any unauthorized use of the Software or the Services or any other breach of security of which Buyer become aware.

Ownership of Software and Documentation; License and Ownership of Trademarks

Software and Documentation. Buyer acknowledges and agrees that Seller and / or its suppliers and licensors retain ownership of all intellectual property rights in and to the Software and Documentation, including copies, improvements, enhancements, derivative works and modifications thereof. Buyer shall not take any action to jeopardize, limit or interfere with such ownership of and rights with respect to the Software and the Documentation. Buyer’s rights to use the Software and Documentation are limited to those expressly granted by this EULA and except for those rights expressly granted herein, Buyer has no express or implied right, title, license or interest in or to the Software, the Documentation, the Services or any related intellectual property rights.

Trademarks. During the Term, the Seller hereby grants to Buyer a non-exclusive, non-transferable right to use the marks created, adopted and / or registered by the Seller relating to the Software or the Services (hereafter “the Trademarks”), solely in accordance with the terms of this EULA. Buyer may not alter, modify, or change the Trademarks, which are federally registered or pending registration with the U.S. Patent and Trademark Office, and / or the subject of common law rights. Buyer is not obtaining any legal ownership or rights to the Trademarks. Buyer acknowledges the validity of the Seller’s exclusive right, title, interest and ownership (or license to use) in and to the Trademarks and any registrations that have issued or may issue thereon, and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title, interest or ownership. Buyer also acknowledges the value of the Seller’s goodwill in the Trademarks and acknowledges that any goodwill generated by Buyer through use of the Trademarks inures solely to the benefit of the Seller. Buyer agrees to use the Trademarks only in the form and manner and with appropriate legends as prescribed from time to time by the Seller and not to use the Trademarks in combination with any other trademarks or service marks without the prior written approval of the Seller.

Limited Warranty and Disclaimer

Seller warrants to Buyer during the Term that the Services and Software will comply with the material functionality described in the Documentation and that such functionality will be maintained in all material respects in subsequent upgrades to the Services and Software. This warranty does not apply if the Software or any other equipment upon which the Software is authorized to be used: (a) has been altered, except by Seller or its authorized representative, (b) has not been installed, accessed, used, operated, repaired, or maintained in accordance with instructions supplied by Seller, or (c) has not been provided by Seller. Seller will use commercially reasonable efforts to deliver to Buyer Software free from any viruses, programs, or programming devices designed to modify, delete, damage or disable the Software or Buyer’s data. Buyer’s sole and exclusive remedy for Seller’s breach of this warranty shall be that Seller shall use commercially reasonable efforts to correct such errors or modify the Services or Software to achieve the material functionality described in the Documentation within a reasonable period. However, Seller shall have no obligation with respect to this warranty claim unless notified of such claim within (30) days of the first material functionality problem. EXCEPT AS OTHERWISE STATED HEREIN, SELLER DOES NOT REPRESENT THAT BUYER’S USE OF THE SOFTWARE OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPED OR ERROR FREE OR THAT THE SYSTEM THAT MAKES THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY ERRORS WILL BE CORRECTED OR ANY STORED BUYER DATA WILL BE ACCURATE OR RELIABLE. THE WARRANTIES STATED ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SELLER. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THOSE OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, OR USAGE OR TRADE. THERE IS NO WARRANTY THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT YOU MAY SELECT FOR USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE SELLER OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE ENTIRE RISK AS TO THE QUALITY OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH BUYER. EXCEPT AS STATED ABOVE, THE SOFTWARE IS MADE AVAILABLE AND THE SERVICES ARE PROVIDED TO BUYER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE FOR COMMERCIAL USE ONLY. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS EULA IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.

Limitations and Exclusions of Liability.

IN NO EVENT WILL SELLER OR ITS LICENSORS BE LIABLE FOR THE FOLLOWING, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES OR OTHERWISE, EVEN IF SELLER OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (A) INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) LOSS OR CORRUPTION OF DATA OR INTERRUPTED OR LOSS OF BUSINESS OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE SOFTWARE; OR (C) LOSS OF REVENUE, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS. ALL LIABILITY OF SELLER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO BUYER, ANY AUTHORIZED USER OR ANYONE CLAIMING THROUGH ANY OF THEM, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEES PAID BY BUYER TO ANY APPROVED SOURCE FOR THE SERVICES THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. THE LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. THE SELLER ALSO SPECIFICALLY DISCLAIMS DIRECT DAMAGES. NOTHING IN THIS EULA LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Termination, Effect of Termination and Survival

Termination. Without prejudice to any other rights available to the Seller, AVI-SPL shall be entitled to immediately terminate this EULA if Buyer is in breach of any of the terms or conditions hereof which has not been remedied within ten (10) days of written notice from the Seller to Buyer.

Effect of Termination. Upon any termination hereunder, including but not limited to expiration of the Term (“Termination”), Buyer shall immediately cease use of the Software and Documentation, and shall irretrievably delete and / or remove such items from computer terminals, workstations, and data files. Within thirty (30) days after any Termination, Buyer either shall deliver to the Seller at Buyer’s expense (adequately packaged and insured for safe delivery) or, at the Seller’s request, shall destroy, all tangible copies of the Software and Documentation in every form. Buyer further agrees to erase the Software and Documentation from any storage media. An officer of Buyer’s organization with the express authority to make such representation shall certify in writing to the Seller that it has performed the foregoing within such thirty (30) day period. Any and all rights granted to Buyer regarding the use of the Trademarks shall terminate upon the effective date of the Termination of this EULA.

Survival. The sections or subsections of this EULA entitled, “Buyer Rights, Responsibilities and Restrictions,” “Ownership of Software and Documentation; License and Ownership of Trademarks,” “Limited Warranty and Disclaimer,” Limitations and Exclusions of Liability,” “Termination, Effect of Termination and Survival,” “Governing Law, Jurisdiction and Venue,” and “Severability, Integration and Miscellaneous” shall survive Termination of this EULA.

Governing Law, Jurisdiction and Venue

If Buyer acquired the Software in a country or territory listed below, as determined by reference to the address on the Purchase Document that the Approved Source accepted, the table set forth below identifies the law that governs the EULA, without regard to any conflicts of laws provisions, and the specific courts that have exclusive jurisdiction over any claim arising under this EULA.

Country or Territory	Governing Law	Jurisdiction and Venue
United States, Latin America or the Caribbean	State of Florida, United States of America	Federal District Court, Middle District of Florida (Tampa division) or Thirteenth Judicial Circuit Court of Florida, Florida
Canada	Province of Ontario, Canada	Courts of the Province of Ontario, Canada
Europe, Middle East, Africa, Asia or Oceania	Laws of England	English Courts
All other countries or territories	State of Florida	Federal District Court, Middle District of Florida (Tampa division) or Thirteenth Judicial Circuit Court of Florida, Florida

Software License

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The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of control system integration and programming as more particularly described in this Addendum and the Proposal. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions.

License Grant and Ownership

1.1 Seller hereby grants to Buyer a worldwide, perpetual, non – exclusive, non – transferable license to all Software for its use in connection with the establishment, use, maintenance and modification of the control system implemented by Seller. The term “Software” for the purposes of this Software License shall refer to all source code, executable object code, and the patches, scripts, modifications, enhancements, designs, concepts or other materials that constitute the software programs necessary for the proper function and operation of the control system as delivered by Seller and accepted by Buyer.

1.2 Except as expressly set forth in this paragraph, Seller shall at all times own all intellectual property rights to the Software. Any and all licenses, product warranties or service contracts provided by third parties in connection with the Software or control system in which such Software is implemented shall be delivered to Buyer for the sole benefit of Buyer.
1.3 Buyer may supply to Seller or allow Seller to use certain proprietary information, including service marks, logos, graphics, software, documents and business information and plans that have been authored or pre-owned by Buyer. All such intellectual property shall remain the exclusive property of Buyer and shall not be used by Seller for any purposes other than those associated with delivery of the control system.

Copies, Modification and Use

2.1 Buyer may make copies of the Software solely for archival purposes and as required for modifications to the control system in which such Software is implemented. All copies and distribution of the Software shall remain within the direct control of Buyer and its representatives.

2.2 Buyer may make modifications to the source code version of the Software, if and only if the results of all such modifications are applied solely to the control system in which the Software is implemented. In no way does this Software License confer any right in Buyer to license, sublicense, sell, or otherwise authorize the use or distribution of the Software, whether in executable form, source code or otherwise, by any third parties, except in connection with the use of the control system for Buyer’s internal business needs.

2.3 All express or implied warranties relating to the Software shall be deemed null and void in case of any modification to the Software made by any party other than Seller or Seller’s authorized personnel.

Warranties and Representations

3.1 the Software and all intellectual property therein, are original to Seller or its third party licensors; and

3.2 the Software, as delivered by Seller as part of the control system, will not infringe or otherwise violate the intellectual property rights of any third party.

Indemnification

4.1 Seller hereby indemnifies and shall defend and hold harmless Buyer, its parent companies and its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any third party claims that the Software as delivered by Seller or any intellectual property therein infringes or otherwise violates any rights of any such third party. In no event will Seller have any obligations under this provision in the event such infringement results from (i) use of the Software or control system in which it is implemented in violation of this Software License, (ii) modification or alteration of the Software or the control system in which it is implemented by someone other than Seller or Seller’s authorized personnel, (iii) content or specifications provided by Buyer, or (iv) use of the Software or control system in which it is implemented in combination with any other software, hardware, services or other materials other than as provided by Seller or authorized in the applicable manufacturer specifications.

4.2 Buyer hereby indemnifies and shall defend and hold harmless Seller, its parent companies and its and their subsidiaries, affiliates, officers, directors, employees, agents and third party licensors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any third party claims that Buyer’s use of the Software in contravention of the grant of rights in this Software License infringes or otherwise violates any rights of any such third party.

4.3 Upon the assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party that may give rise to liability of an indemnitor hereunder, the indemnitee shall promptly notify the indemnitor of the existence of such a claim and shall give the indemnitor reasonable opportunity to defend and to settle the claim at its own expense and with counsel of its own selection. The indemnitee shall cooperate with the indemnitor, shall at all times have the full right to participate in such a defense at its own expense and shall not be obligated, against its consent, to participate in any settlement which it reasonably believes would have an adverse effect on its business.

Term and Termination

This Software License will automatically terminate upon the disassembly of the control system in which the Software is implemented, unless the control system is reassembled in its original configuration in another location. Seller may terminate this Software License upon notice for Buyer’s failure to comply with any of the terms set forth in this Software License. Upon termination, Buyer is obligated to immediately destroy the Software, including all copies and modifications.

Equipment Ordering

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Due to global supply chain constraints, Seller is experiencing longer than normal lead times on equipment. As a result, Seller cannot guarantee lead times on equipment and will not be liable for any delays in equipment delivery to the extent caused by such constraints. However, Seller is working with its global suppliers on a daily basis to understand the impact of constraints on delivery timelines and will use reasonable efforts to keep Buyer apprised of anticipated delivery timelines and delays.

Should Buyer elect to purchase equipment immediately upon placement of order to mitigate delays, Buyer agrees to receive the equipment at their company location and Seller will immediately bill Buyer upon placement of such order. Buyer shall pay for such equipment within the payment terms (e.g. net 30) specified herein, regardless of any other agreed upon billing terms or billing terms specified herein. Warranty on such equipment shall commence upon delivery of the equipment to Buyer’s company location, notwithstanding any other agreed upon warranty terms or warranty terms specified herein.

Middle East Markets

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The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of Products and Services to customers located in the Middle East. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions.

Modification to Section 5 of General Terms and Conditions

Section 5 of General Terms and Conditions is hereby deleted in its entirety and replaced with the following:

Modification to Section 6 of General Terms and Conditions

Sub-Section 6.1 of General Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Title to the Products shall pass to Buyer upon delivery, subject to the manufacturer’s or Seller’s software license (if applicable).”

Modification to Section 9 of General Terms and Conditions

Sub-Section 9.3 of General Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“In order to make a warranty claim, Buyer shall promptly notify Seller in writing and Seller will, subject to the applicable manufacturer’s warranty policy, repair or replace such defective Product at no cost to Buyer. Seller will attempt to reply to warranty claims received from Buyer prior to 1:00 p.m. within forty-eight hours. Normal working hours are 8 a.m. to 5 p.m., Sunday through Thursday, excluding local national holidays. Buyer shall reasonably and promptly cooperate with Seller’s request for information regarding the claim and with return of the defective Product if required.”

Modification to Section 12 of General Terms and Conditions

Sub-Section 12.1 of General Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Any and all taxes, duties and tariffs levied or based on the prices in this Agreement, or the Products being sold hereunder, exclusive of any taxes based on net income, shall be added to the purchase prices set forth in the Proposal, except to the extent the Buyer provides the Seller with a valid tax exemption certificate approved by Seller.”

Modifications to Section 17 of General Terms and Conditions

Section 17 is deleted in its entirety and replaced with the following:

“This Agreement shall be interpreted in accordance with and governed in all respects by the laws of England and Wales without giving effect to its conflicts of law rules. Any dispute related to, arising out of, or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Dubai International Financial Centre (DIFC) Courts. In the event of legal proceedings arising out of or relating to this Agreement, the prevailing Party, as determined by the court, shall be entitled to recover, from the non-prevailing Party, reasonable costs suffered or incurred in connection with such proceedings including, but not limited to, court fees, attorneys’ fees, expenses and costs of investigation and court.”

ReadyCam® Studio

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The following terms supplement and modify the General Terms and Conditions as they apply to Company’s design, installation, and sale of ReadyCam® equipment and technology for ReadyCam® compact television studios located on Buyer’s site(s) operated remotely by Company (“ReadyCam® Studios”) and delivery of transmission and maintenance services related thereto.

1. Project Managers; Pre-Installation Conference Call; Site Survey; Change Orders.

1.1. Company Project Manager; Buyer Project Manager. If a Site Survey has not already been completed and signed, within five (5) business days of execution of this Agreement, Company will provide Buyer with the contact information for Company’s ReadyCam® Project Manager who will serve as the single point of contact between Company and Buyer during the entire installation process. Prior to the Conference Call described in Section 1.2, below, Buyer will provide Company with the contact information of Buyer’s Project Manager who will serve as the single point of contact between Company and Buyer and act as project manager on Buyer’s behalf during the entire installation process.

1.2. Conference Call. If a Site Survey has not already been completed and signed, within ten (10) business days of execution of this Agreement, Company and Buyer personnel (including the Company Project Manager and the Buyer Project Manager) will participate in a Pre-Installation Conference Call (the “Conference Call”), the purpose of which will be (i) to discuss and assess the general location of the ReadyCam® equipment within the Buyer’s ReadyCam® Studio(s); (ii) agree upon the timing the Site Survey; and (iii) determine if Buyer personnel need to provide additional measurements and pictures of the location where the ReadyCam® equipment is to be installed.

1.3. Site Survey(s). If a Site Survey has not already been completed and signed, following the Conference Call, Company shall prepare the Site Survey, including visits by the Site Survey team to the Site, if applicable, which will include (i) the configuration, design and the precise location of ReadyCam® equipment and transmission equipment at the Site; (ii) if any variations will be needed to the standard ReadyCam® Site Preparation Requirements set forth in Schedule A; and (iii) in general other matters to ensure that the Site will be fully prepared to accept the installation of the ReadyCam® equipment (the “Site Survey”). The ReadyCam® Site Survey team may consist of (i) a Company ReadyCam® Project Manager; (ii) a Company Engineering Technician or both. Buyer agrees to provide Company’s Site Survey team reasonable access to the Site to conduct and complete the Site Survey, and to make necessary drawings and photographs of the Site.

2. Site Preparation Requirements – Schedule A

2.1. Site Preparation by Buyer. Prior to the installation, Buyer, at its cost and expense, shall have the Site prepared in accordance with Schedule A (and if applicable, any change orders), including without limitation all the construction, electrical wiring, telephone and Internet and any video connections required for the installation.

2.2. Signed Schedule A. At least 21 days prior to the proposed installation date, Buyer will deliver to Company a signed copy of a Schedule A (and any change orders, if applicable) signifying that the Site is fully prepared by Buyer for the installation of the ReadyCam® Studio.

2.3. Late Site Preparation. If the signed Schedule A (and change order, if applicable) is not timely delivered by Buyer, Company may change the proposed installation date and install the ReadyCam® equipment as Company’s schedule permits after the signed Schedule A (and, if applicable, change order) is received by Company from the Buyer.

2.4. Incomplete Site Preparation. If the Site is not completely prepared by Buyer at the time of installation as described in Schedule A (and change order, if applicable), any additional labor, travel or other expenses incurred by Company shall be invoiced to Buyer by Company and paid for by Buyer pursuant to Section 7.2 and Section 7.3.

3. Installation

3.1. Installation Date. Company will assign an installation date within eight (8) to ten (10) weeks of the date of the completion of the Site Survey and begin installation of the ReadyCam® Studio on such date. Company’s obligation to begin installation is contingent upon:

(a) This Agreement being fully executed and Company’s receipt of Buyer’s validly issued purchase order if Buyer requires issuance of a purchase order in order to process payment;
(b) The Site Survey has been completed;
(c) Timely Site preparation by Buyer as described in Section 2 above; and
(d) Company’s receipt of equipment from manufacturers.

3.2. Expedited Installation. If Buyer requires an expedited installation in less than eight (8) weeks, Company will make commercially reasonable efforts to accommodate the Buyer.

3.3. Installation. Installations typically take two to three days and Buyer agrees to provide Company’s Installation Team (which may consist of (i) a ReadyCam® Installation Manager; and (ii) a Company Engineering Technician) reasonable access to the Site for cable runs and installation of transmission equipment. Buyer agrees to have suitable and sufficient personnel, such as electricians, IT networking technicians, and building maintenance managers, available to Company during the Site Survey and installation. The installation of the ReadyCam® equipment shall be complete upon the successful execution of the Acceptance Testing Procedures listed on Schedule B hereto and at the end of the installation Buyer agrees to sign and deliver to Company a signed Schedule B immediately upon such successful execution of the Acceptance Testing Procedures (the “Final Acceptance”). Buyer’s failure to sign Schedule B immediately following the installation without detailing in writing which Acceptance Testing Procedures were not successfully executed shall also be deemed final acceptance.

3.4. Union Labor Expenses. In the event that as a result of Buyer’s leasehold or other requirements, Company is required to hire union labor, Buyer shall notify in writing Company of such requirements at least 10 days prior to installation and Buyer agrees to be responsible for all additional expenses related to thereto, whether such expenses are identified in advance or not.

4. Initial Training & Additional Training. At the time of completion of the installation, Company will provide initial training of Buyer’s staff for the correct on-site utilization of the ReadyCam® Studio. Such training shall not be more than two (2) hours in duration. Additional training services are available upon request and are subject to additional training fees as set forth in the Proposal.

5. Operation for Network Live Shots. Company only shall operate the ReadyCam® Studio for all network live shots such as when TV Networks and stations will request services from a Buyer ReadyCam® Studio. In many of those cases, the requesting third party will pay the operation and transmission fees for the ReadyCam® Studio to Company.

6. Shipping, Taxes and Travel Expenses.

6.1. Shipping Costs and Taxes. Buyer is responsible for payment of all shipping costs and applicable sales or other taxes.

6.2. Travel Expenses. Buyer agrees to reimburse Company for actual travel expenses plus a ten percent (10%) administrative fee in connection with travel expenses of the Company personnel for the Site Survey, Installation and Additional Training, if any. Mileage and per diem are exempt from the ten percent (10%) administrative fee. Travel Expenses are determined as follows:

(a) $.54 per mile for auto travel
(b) Coach class airfare/Train/Ferry
(c) Taxicabs or rental car
(d) Lodging
(e) Meals per diem $75.00 per day/per person
(f) Miscellaneous – Excess baggage, tips, gas, tolls, etc.
(g) Shipping – Tool kits with insurance
Company reserves the right to increase the travel expenses rates after the one year anniversary of the execution of this Agreement.

6.3. Optional Maintenance Services. If provided in the Proposal, Company shall provide the services as set forth on Schedule C hereto for Buyer’s ReadyCam® Studio located at the Site (the “Maintenance Services”).

7. Termination Without Cause.

Buyer may terminate the ReadyCam® services and equipment provided hereunder without cause prior to the scheduled installation date by informing Company of such termination in writing at least ten (10) days prior to the scheduled installation date. Upon such termination, Company shall return the payments previously paid by Buyer less an amount equal to the sum of (i) five-thousand dollars ($5,000.00), (ii) already incurred travel expenses, and (iii) if any equipment has shipped prior to receipt of Buyer’s written termination notice, all applicable shipping expenses, including shipping expenses to return the equipment to Company.

8. Limited Warranties; Services Outside Warranty

8.1. Limited Warranties; Other Limitations. For a period of one year after Final Acceptance of the ReadyCam® equipment (the “Warranty Period”), Company will replace at no cost to Buyer, any part or ReadyCam® equipment that is or becomes defective. If Company is required to travel for such a warranty repair, Company will pay all time, travel and shipping costs. Defective ReadyCam® equipment does not include any ReadyCam® equipment damage caused by shipping, improper storage, accident, problems with electrical power, abuse, misuse, neglect, ordinary wear, acts of God, failure to follow directions, improper maintenance performed by non-Company personnel, use not in accordance with product instructions, unauthorized modification or service of the ReadyCam® equipment or damage resulting from the use of the ReadyCam® equipment with hardware, software or other products not provided by or specifically recommended by Company.

8.2. Services Outside Warranty. For repairs and the replacement of ReadyCam® equipment not covered by Company’s limited warranties under Section 9.1 of this Agreement or for additional work requested by Buyer or for additional training, Company will provide Buyer with a written price quotation for the costs of said repairs, replacements or additional work at a labor rate of one hundred twenty five dollars ($125.00) per hour (the “Labor Rate”) plus expenses, including but not limited to shipping, travel and replacement equipment. Upon Company’s receipt of Buyer’s written approval of the price quotation, Company will promptly begin to take steps to repair or replace the Equipment or perform such other work. Invoices and payment terms for such repairs, replacement or work will be as set forth in Section 7.5. Company reserves the right to increase the Labor Rate after the one-year anniversary of this Agreement.

8.3. Rentals. For post-warranty and out of Warranty Repairs and replacements, which have been approved by Buyer but cannot be performed by Company within fifteen (15) days of such Buyer approval due to equipment unavailability or other reasons, Company will offer Buyer comparable equipment for rental (“Rentals”) to the extent available until said repairs and replacements can be completed. Company will provide written price quotations of the cost for said Rentals. Upon Company’s receipt of Buyer’s written approval, Company will deliver and install said rental equipment within ten (10) business days pending the availability of the equipment. The Labor Rate and travel expenses and payment terms as defined in Section 9.2 and 7.3 will be in effect for rental equipment installation.

9. Intellectual Property. Company’s processes and procedures for installing and operating ReadyCam® Studios and the software embedded in the ReadyCam® equipment, including Video Enhanced IP software (collectively, the “ReadyCam® Software”), are confidential proprietary intellectual property solely owned by Company or its affiliates. Buyer acknowledges and agrees that all rights to the trademarks “ReadyCam®” and “EnhancedIP™” and all rights to the design, development, operations, ReadyCam® Software and logo of the ReadyCam® Studio and Company remain property of Company or its affiliates; provided, however, portions of the ReadyCam® Software contain open source software, including Linux, licensed under GNU Public Licenses and GNU Lesser General Public Licenses and other open source licenses, and neither Company nor its affiliates own such open source software. Copies of the GNU underlying licenses are available at http://www.videolinktv.com/2016-copyright/. Without limiting the generality of the foregoing, Buyer will not, and will cause its employees, agents or other persons or entities to whom it makes the ReadyCam® Studio equipment available not to: (a) de-compile or reverse engineer the ReadyCam Software; (b) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way otherwise exploit the ReadyCam® Software or make the ReadyCam® Software available, in whole or in part; (c) remove from the ReadyCam® Software any copyright notices, disclaimers or other indicia of ownership or restrictions on use; (d) remove, modify or edit the substance of any information within the ReadyCam® Software; or (e) make any copy of the ReadyCam® Software. Buyer hereby acknowledges that unauthorized disclosure or use of intellectual property owned by Company or its affiliates could cause irreparable harm and significant injury to Company, which may be difficult to ascertain. Accordingly, Buyer agrees that Company shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies it may have.

The equipment is the property of the Buyer.

10. Miscellaneous. Any schedules referenced herein and attached hereto shall be deemed part of this addendum. Terms not otherwise defined in this addendum shall have the meaning defined in the General Terms and Conditions. Except as expressly set forth herein, all terms and conditions of the General Terms and Conditions are incorporated into this addendum and are hereby ratified and confirmed. In the event of any conflict between the express terms of this addendum and the General Terms and Conditions, this addendum will control.

This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL.
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6301 Benjamin Center Drive
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Updated 04/01/24

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