|
<br />
<br />
<br />MSNC021720 9
<br />
<br />Service fees are premised on the equipment being in operable
<br />and maintainable condition. If an inspection by Brady prior to or
<br />during the performance of services reveals that additional
<br />services or repairs are necessary, outside the scope of this
<br />Agreement, Brady shall notify Customer.
<br />
<br />Customer may instruct Brady to perform such repairs in writing,
<br />and Brady shall perform those services or repairs at the currently
<br />established rates (including rates reflecting overtime labor costs
<br />for services provided outside normal business hours). These
<br />additional services will be billed to the Customer pursuant to the
<br />terms of this Agreement.
<br />
<br />If the Customer does not authorize such services or repairs,
<br />Brady may in writing, at Brady's option, terminate Brady's
<br />obligation to render further service to the equipment so affected.
<br />In such case no adjustment to the service fee shall be made and
<br />no refund of any portion of the service fee shall be made.
<br />
<br />16. Provision Applicable to Security, Intelligent Services, and
<br />Building Clarity
<br />
<br />a. Definitions
<br />
<br /> 1. "Malicious Code” means any virus, worm, time bomb,
<br />Trojan horse or other code, file, script, agent, software program or
<br />device that may prevent, impair, or otherwise adversely affect the
<br />operation of any computer software, hardware or network, any
<br />telecommunications service, equipment or network or any other
<br />service or device; prevent, impair or otherwise adversely affect
<br />access to or the operation of any program or data, including the
<br />reliability of any program or data; or adversely affect the user
<br />experience.
<br /> 2. "Customer Data" means all Customer electronic data
<br />or information collected through and stored in connection with
<br />Brady’s data monitoring and smart building analytics.
<br /> 3. Subscription Term. The initial data monitoring and
<br />smart building analytics term commences on the date that Brady
<br />receives access to the Customer data and continues for as long
<br />as set forth in the data monitoring or smart building analytics
<br />proposal, subject to automatic renewal for succeeding 12-month
<br />terms.
<br />
<br />b. Customer’s Responsibilities
<br />
<br /> 1. Customer shall not permit any third party access to
<br />Brady’s data monitoring, smart analytics, or physical hardware
<br />deployed at Customer's facilities to enable operation of Brady’s
<br />data monitoring or smart analytics, except as expressly permitted
<br />herein or in an Order Form
<br /> 2. Customer shall not modify or create derivative works
<br />based on any part or content of Brady’s data monitoring or smart
<br />building analytics.
<br /> 3. Customer shall not copy, frame or mirror any part or
<br />content of Brady’s data monitoring or smart building analytics,
<br />other than copying or framing on Customer's own intranets or
<br />otherwise for Customer's own internal business purposes.
<br /> 4. Customer shall not reverse engineer, disassemble or
<br />decompile Brady’s data monitoring.
<br /> 5. Customer shall not access Brady’s data monitoring
<br />or smart building analytics in order to build a competitive product
<br />or service or to copy any features, functions or graphics of
<br />Brady’s data monitoring or smart building analytics.
<br /> 6. Customer shall not make Brady’s data monitoring or
<br />smart building analytics available to anyone other than the users
<br />identified by the Customer.
<br /> 7. Customer shall not sell, resell, rent, license, share or
<br />lease Brady’s data monitoring or smart building analytics.
<br /> 8. Customer shall not use Brady’s data monitoring or
<br />smart building analytics to store or transmit infringing, libelous, or
<br />otherwise unlawful or tortious material, or to store or transmit
<br />material in violation of third-party privacy rights.
<br /> 9. Customer shall not use Brady’s data monitoring or
<br />smart building analytics to store, distribute or transmit Malicious
<br />Code.
<br />10. Customer shall not interfere with or disrupt the integrity or
<br />performance of Brady’s data monitoring, smart building analytics
<br />or third-party data contained therein.
<br /> 11. Customer shall not attempt to gain unauthorized
<br />access to Brady’s data monitoring or smart building analytics or
<br />their related systems or networks.
<br /> 12. Customer may access the smart building analytics
<br />solely to view reports of Customer’s own data generated in
<br />connection with the smart building analytics and/or to run
<br />analyses of Client Data within the scope of the smart building
<br />analytics.
<br /> 13. Customer shall make Customer Data available as
<br />reasonably necessary for Brady to provide the services in the
<br />proposal.
<br /> 14. Customer shall be solely responsible for the setup,
<br />operations, maintenance, security and performance of the
<br />Customer’s computer network, modifications to Customer’s
<br />network, network security, firewall settings, and appropriately
<br />segregating its customer and business information to limit Brady’s
<br />access to those portions of its network, if any, required to perform
<br />the services in the proposal.
<br /> 15. Customer is solely responsible for the accuracy,
<br />quality, legality, reliability, and appropriateness of all electronic
<br />data made available hereunder.
<br /> 16. Customer shall not disclose or otherwise provide
<br />Brady with access to any information of any type (including any
<br />research, research results, tools, methods, analyses, reports,
<br />updates, customizations or other materials or information utilizing
<br />Customer Data), except to the minimum extent necessary for
<br />Brady to perform the Services.
<br /> 17. Customer shall not disclose or otherwise provide
<br />Brady with access to information that identifies or could be used
<br />to identify an individual person, unless Brady approves in writing
<br />in advance.
<br />
<br />c. Availability
<br />
<br />Brady shall exercise reasonable care in providing data monitoring
<br />and shall use commercially reasonable efforts to make the service
<br />available at all times. Data monitoring and smart building analytics
<br />are accessible via the internet and thus subject to limitations,
<br />delays, and other problems inherent to the operation of internet
<br />and electronic communications. Brady is not responsible for
<br />delivery failures or other damage resulting from such problems.
<br />Where possible, Brady will notify user(s) identified by the
<br />Customer during execution of the Agreement to be the primary
<br />contact for Customer, and will raise support issues including the
<br />non-availability of Brady’s data monitoring or smart building
<br />analytics. It is the responsibility of the Customer to provide this
<br />information to all users of Brady’s data monitoring or smart
<br />building analytics associated with Customer. Brady shall be
<br />entitled, without any liability, to carry out ongoing maintenance,
<br />updating or alterations to Brady’s data monitoring and smart
<br />building analytics that may result in loss of access from time to
<br />time without prior notice. Service features that interoperate with
<br />Brady’s software depend on the continuing availability of the third-
<br />party programs for use with the Brady’s data monitoring and
<br />smart building analytics. If said parties cease to make the
<br />program available on reasonable terms for Brady’s data
<br />monitoring or smart building analytics, Brady may be interrupted
<br />from providing such features without entitling the Customer to any
<br />refund, credit, or other compensation.
<br />DocuSign Envelope ID: D17E56D1-C70C-4708-9A2B-CDD895385F28
|