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available at all times. Data monitoring and smart building analytics are accessible via the internet and thus subject to limitations, delays,
<br />and other problems inherent to the operation of internet and electronic communications. Icon is not responsible for delivery failures or other
<br />damage resulting from such problems. Where possible, Icon will notify user(s) identified by the Customer during execution of the
<br />Agreement to be the primary contact for Customer, and will raise support issues including the non-availability of Icon’s data monitoring or
<br />smart building analytics. It is the responsibility of the Customer to provide this information to all users of Icon’s data monitoring or smart
<br />building analytics associated with Customer. Icon shall be entitled, without any liability, to carry out ongoing maintenance, updating or
<br />alterations to Icon’s data monitoring and smart building analytics that may result in loss of access from time to time without prior notice.
<br />Service features that interoperate with Icon’s software depend on the continuing availability of the third-party programs for use with the
<br />Icon’s data monitoring and smart building analytics. If said parties cease to make the program available on reasonable terms for Icon’s data
<br />monitoring or smart building analytics, Icon may be interrupted from providing such features without entitling the Customer to any refund,
<br />credit, or other compensation.
<br />d. Data Collection
<br />Where Customer has placed an order that includes Icon’s data monitoring, data will be collected from the designated meters, loggers,
<br />systems, or devices and imported into Icon’s data monitoring. It is Customer’s responsibility to inform Icon of any changes to their internal
<br />network, internet connection, control system, or anything that might affect Icon’s ability to collect data for smart building analytics. If any
<br />such changes have occurred, Customer should raise the issues as a request for support through the local Icon office. Customer is free to
<br />request export of its own data from Icon’s data monitoring at any time.
<br />e. Ownership of Data
<br />
<br />All data relating to the performance and condition of Customer building systems that Icon collects in connection with the Icon’s data
<br />monitoring and smart building analytics shall be owned by Customer, provided that Customer grants to Icon the irrevocable, perpetual,
<br />nonexclusive, worldwide, royalty-free right and license to use, reproduce, display, distribute internally or externally and prepare derivative
<br />works based upon any such data Icon collects from Customer. Icon shall not use or publish such data in any way that identifies Customer
<br />as the source of that data without Customer's prior written consent. The data Icon collects from Customer will not include any personal or
<br />individual information.
<br />f. Data Retention
<br />Upon Customer's written request, Icon will endeavor to provide an electronic copy of data collected from Customer through data
<br />monitoring, subject to availability. Icon will use commercially reasonable efforts to store Customer's data obtained through data monitoring
<br />for up to 2 years. There is no guarantee as to the availability of the data.
<br />g. Communications- Analog Modem Facilities
<br />Customer authorizes Icon to utilize Customer's telephone line to provide data monitoring and smart building analytics and acknowledges
<br />that, unless an exclusive telephone line has been provided for performance of the services, the telephone line may be unavailable for
<br />Customer’s use for extended periods of time while data is being collected from Customer’s building systems and equipment. Icon is not
<br />responsible for any adverse impact to Customer's communications infrastructure, including but not limited to computers, BAS hardware or
<br />peripheral hardware. Customer understands that Icon will not be able to collect data when the telephone line or other transmission mode is
<br />not operating or has been cut, interfered with or is otherwise damaged or if Icon is unable to acquire, transmit or maintain a connection over
<br />Customer's telephone service.
<br />h. Communications- Ethernet
<br />
<br />Customer authorizes Icon to utilize Customer’s network infrastructure to provide the contracted services and acknowledges that Icon is not
<br />responsible for any adverse impact to Customer’s communications infrastructure. Customer understands that Icon will not be able to collect
<br />data when network issues do not allow for successful communications between Icon data collection devices and the data sources.
<br />Interruption of external Internet communications of longer than 24 hours may result in loss of data and degradation of service levels.
<br />Interruption of communications can be classified as failure of transmitting or receiving packet transmissions, interfered- with or is otherwise
<br />damaged or if Icon is unable to acquire, transmit or maintain a connection over network or the internet for any reason including network or
<br />ISP outage or other network/ISP problems such as congestion or downtime, routing problems, or instability of signal quality.
<br />i. Logging and Data Mining
<br />Customer grants Icon the unrestricted right, but not the obligation, to log web addresses and/or mine other information and/or data relating
<br />to services and information accessed or requested (a) to provide better support, services and/or products to users of Icon products and
<br />services, (b) to verify compliance with the terms of the Agreement, (c) for use by Icon for statistical or other analysis of the collective
<br />characteristics and behavior of users or equipment, (d) to backup user and other data or information and/or provide remote support and/or
<br />restoration, (e) to provide or undertake: engineering analysis; failure analysis; warranty analysis; energy analysis; predictive analysis;
<br />service analysis; product usage analysis; and/or other desirable analyses, including histories or trending of any of the foregoing, and (f) to
<br />otherwise understand and respond to the needs of the users of Icon products and services.
<br />Any data logging, mining or other activities performed by Icon is intended solely for Icon’s own non-critical and non-emergency business
<br />purposes, and not for emergency alert, emergency response or any other purpose. Icon shall have no obligation to detect, monitor for,
<br />respond to, or alert authorities of any emergency. In case of an emergency, Customer is solely responsible to contact local emergency
<br />responders (such as the fire department, paramedics, or police department).
<br />j. Anti-Virus Prevention:
<br />
<br />Icon maintains antivirus checking software on the network and has a strict policy on checking all software loaded onto Icon’s environment.
<br />However, due to the nature of computer viruses, Icon is not able to guarantee that provision of data monitoring and smart building analytics
<br />will be virus free. It is Customer's responsibility to ensure that adequate security and antivirus software is installed on the Customer’s
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<br />DocuSign Envelope ID: ED457002-3AE6-473A-8602-3BAF8B4617CF
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