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<br />Exhibit A to Exceptions Addendum to the Orange County Government Request For Proposal RFP#: 367-OC 5456
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<br />LIMITED WARRANTY
<br />Last Updated: June 19, 2024
<br />This warranty (“Warranty”) covers services provided by the Convergint entity (“Convergint”) set forth in the agreement with i ts customer (“Customer”)
<br />covering such services (“Agreement”). This Warranty shall not be subject to contrary definitions, terms, or conditions set fo rth in the Agreement unless
<br />expressly agreed by Convergint and Customer in writing. Subject to Customer’s compliance with the Agreement and any OEM licen sing agreement or
<br />terms and conditions, Convergint warrants the services as follows:
<br />Third Party Warranties for Products and Services
<br />Convergint is an authorized distributor or reseller and not the manufacturer or developer (“OEM”) of software and hardware pr oducts (collectively, “Third
<br />Party Products”) and certain services delivered to Customer. The Third Party Products and any related OEM services carry only the warranty provided by
<br />the OEM, which contain customer’s sole and exclusive remedy for defects or nonconformities of such Third Party Products and r elated OEM services.
<br />Convergint will use commercially reasonable efforts to pass through to Customer or assist Customer in exercising any availabl e OEM warranties.
<br />Convergint Warranties for Services
<br />Subject to the exclusions set forth below, Convergint warrants that:
<br />(i) Convergint will install equipment and hardware that is new and do so in a professional and workmanlike manner, for a period o f twelve
<br />(12) months from the earlier of substantial completion of the installation work or first beneficial use of such hardware prod ucts; and
<br />(ii) all other services will be performed in a professional and workmanlike manner and materially conform to the requirements of t he
<br />Agreement, for a period of ninety (90) days from completion of such services.
<br />Customer’s sole and exclusive remedy for a breach of this Warranty is for Convergint to re -perform deficient services during regular business
<br />hours or, if that is not possible or commercially reasonable, refund Customer for that portion of services which are deficien t, provided that such
<br />deficiencies were discovered and Convergint is notified in writing within the Warranty period.
<br />Subject to the exclusions set forth below, to the extent Convergint develops, configures, or customizes any software or sourc e code, Convergint warrants
<br />that at the time of delivery and for a period of ninety (90) days thereafter, such software or source code will operate in ma terial compliance with the
<br />functional specifications agreed upon between Convergint and Customer. Customer’s sole and exclusive remedy for a breach of t his Warranty will be for
<br />Convergint to promptly remedy the software or source code in a commercially reasonable manner or to refund Customer for that portion of services that
<br />are defective, provided that any deficiencies were discovered and Convergint is notified in writing within the Warranty perio d.
<br />Exclusions
<br />THIS WARRANTY EXCLUDES services provided under a Customer Support Program, managed services, or services subject to a service level
<br />agreement (SLA) (collectively, “Excluded Services”), all of which are provided “as is” without warranties, representations or guaranties of any kind,
<br />whether express or implied, and for which Convergint’s obligations (including repair, replacement, or reperformance) are gove rned solely and exclusively
<br />by the Agreement.
<br />CONVERGINT IS NOT RESPONSIBLE FOR AND THIS WARRANTY EXCLUDES: (i) damage not caused by Convergint or Convergint -authorized
<br />service providers; (ii) use or operation of products or services with products or services with which they were not intended; (ii) damage caused by any
<br />external cause beyond Convergint’s reasonable control; (iii) use or operation of products or services not in accordance with user manuals,
<br />documentation, licenses or other instructions provided by Convergint or the applicable OEM; (iv) damage caused by insufficien t or improper maintenance
<br />or operation by Customer or unauthorized access; (v) damage resulting from fire, explosion, flood, water exposure, corrosion, rust, adverse
<br />environmental conditions, abuse, neglect, or any other Acts of God; (vi) fluctuations in the building power supply, failure t o provide power, disruption to
<br />services, accounts, computer systems, or networks, or operating an environment that does not conform to OEM specifications; (vii) negligence or acts or
<br />omissions (including repairs, service, tampering or modifications) of Customer or any third party (excluding a Convergint -authorized service provider);
<br />(viii) normal wear and tear and normal usage; and/or (ix) products that have been suspended, discontinued, or are no longer s upported by the
<br />manufacturer, developer, or provider.
<br />EXCEPT FOR THE EXPRESS WARRANTIES IN THE CONVERGINT WARRANTIES FOR SERVICES SECTION ABOVE, TO THE FULLEST EXTENT
<br />PERMITTED BY LAW, CONVERGINT AND ITS CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, SUPPLIERS, AND
<br />AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS (COLLECTIVELY, THE “CONVERGINT PARTIES”)
<br />PROVIDE THE SERVICES (INCLUDING WITHOUT LIMITATION CYBERSECURITY SERVICES) “AS IS” AND EXPRESSLY DISCLAIM ALL OTHER
<br />WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; AND WARRANTIES OF NONINFRINGEMENT OR TITLE.
<br />CONVERGINT PARTIES DO NOT WARRANT: (A) THAT THE SERVICES OR THE OPERATION OF PRODUCTS WILL BE UNINTERRUPTED OR
<br />ERROR-FREE, (B) AGAINST LOST OR CORRUPTED DATA OR SOFTWARE, (C) AGAINST LOSS OF USE OF SYSTEM(S) OR NETWORKS, (D)
<br />AGAINST LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION OR DOWNTIME, AND (D) AVAILABILITY OF THE PRODUCTS OR
<br />SERVICES. FOR SYSTEMS WITH DETECTION, IDENTIFICATION, OR RECOGNITION CAPABILITIES, THE CUSTOMER IS SOLEY RESPONSIBLE
<br />FOR ASSESSING AND MONITORING THE ACCURACY AND BIAS OF ALL PRODUCTS AND SERVICES, AND CONVERGINT OFFERS NO
<br />WARRANTIES, REPRESENTATIONS, OR GUARANTEES THAT THEY WILL DETECT OR PREVENT ALL THREATS. CONVERGINT OFFERS NO
<br />WARRANTIES, REPRESENTATIONS, OR GUARANTEES THAT CYBERSECURITY SERVICES WILL DETECT OR PREVENT ALL CYBERSECURITY
<br />THREATS. TO THE EXTENT ANY THIRD PARTY PRODUCTS UTILIZE ARTIFICIAL INTELLIGENCE (“AI”), CONVERGINT DOES NOT WARRANT OR
<br />REPRESENT, EXPRESSLY OR IMPLICITLY, THAT THE AI WILL BE ERROR-FREE AND CONVERGINT DOES NOT INDEPENDENTLY TEST OR
<br />VALIDATE OEM AI SYSTEMS. CUSTOMER ACKNOWLEDGES THAT AI SYSTEMS ARE NOT FAIL-PROOF AND SHOULD ALWAYS BE USED AS
<br />PART OF A MULTI-LAYER PROGRAM THAT INCLUDES HUMAN- AND PROCESS-BASED CHECKS, AND CUSTOMER IS SOLELY RESPONSIBLE
<br />FOR AI BIAS ASSESSMENT, DILIGENCE, TESTING, EMPLOYEE TRAINING, AND MONITORING OF ACCURACY AND MITIGATION OF RISKS.
<br />Instructions
<br />For specific instructions about how to obtain warranty service for Convergint-provided products or services, please contact your account
<br />representative. Before you deliver your products for warranty replacement, it is your responsibility to delete and back up an y data, software, or other
<br />materials you may have stored or preserved on your products.
<br />v1.1 6/19/2024
<br />Docusign Envelope ID: 72FC414F-3F71-425A-8BE7-8ACB88B3ED15
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