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monitoring and smart building analytics shall be owned by Customer, provided that Customer grants to Brady 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 Brady collects from Customer. Brady shall not use or publish such data in any way that identifies
<br />Customer as the source of that data without Customer's prior written consent. The data Brady collects from Customer will not include any
<br />personal or individual information.
<br />f. Data Retention
<br />Upon Customer's written request, Brady will endeavor to provide an electronic copy of data collected from Customer through data
<br />monitoring, subject to availability. Brady 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 Brady 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. Brady 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 Brady will not be able to collect data when the telephone line or other transmission mode
<br />is not operating or has been cut, interfered with or is otherwise damaged or if Brady is unable to acquire, transmit or maintain a connection
<br />over Customer's telephone service.
<br />h. Communications- Ethernet
<br />Customer authorizes Brady to utilize Customer’s network infrastructure to provide the contracted services and acknowledges that Brady is
<br />not responsible for any adverse impact to Customer’s communications infrastructure. Customer understands that Brady will not be able to
<br />collect data when network issues do not allow for successful communications between Brady 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 Brady 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 Brady the unrestricted right, but not the obligation, to log web addresses and/or mine other information and/or data
<br />relating to services and information accessed or requested (a) to provide better support, services and/or products to users of Brady
<br />products and services, (b) to verify compliance with the terms of the Agreement, (c) for use by Brady for statistical or other analysis of the
<br />collective characteristics and behavior of users or equipment, (d) to backup user and other data or information and/or provide remote
<br />support and/or restoration, (e) to provide or undertake: engineering analysis; failure analysis; warranty analysis; energy analysis; predictive
<br />analysis; service analysis; product usage analysis; and/or other desirable analyses, including histories or trending of any of the foregoing,
<br />and (f) to otherwise understand and respond to the needs of the users of Brady products and services.
<br />Any data logging, mining or other activities performed by Brady is intended solely for Brady’s own non-critical and non-emergency business
<br />purposes, and not for emergency alert, emergency response or any other purpose. Brady 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 />Brady maintains antivirus checking software on the network and has a strict policy on checking all software loaded onto Brady’s
<br />environment. However, due to the nature of computer viruses, Brady is not able to guarantee that provision of data monitoring and smart
<br />building analytics will be virus free. It is Customer's responsibility to ensure that adequate security and antivirus software is installed on the
<br />Customer’s environment.
<br />k. Disaster Recovery
<br />In the event that Brady experiences a significant problem with data monitoring or smart building analytics that results in or is expected to
<br />result in the loss of service for in excess of 5 working days, Brady may transfer the data monitoring service and smart building analytics to
<br />an alternative hosting environment. In the event that Brady transfers the service to an alternative hosting environment, Customer
<br />acknowledges that the following may occur: There may be a loss of data imported to Brady after the last database backup was taken; data
<br />monitoring and smart building analytics may be provided by a different IP address; the IP address registered against the domain name may
<br />be changed.
<br />l. Privacy
<br />Brady will make commercially reasonable efforts to ensure that data and other parameters are not visible or accessed by other customers.
<br />Customer acknowledges that the very nature of communication via the internet restricts Brady from offering any guarantee to the privacy or
<br />confidentiality of information relating to Customer passing over the internet. In gaining access via the internet, Customer also
<br />acknowledges and accepts that electronic communication may not be free from interference by unauthorized persons and may not remain
<br />confidential. Customer therefore accepts that access and storage of data is at its own risk. Customer shall immediately report any breach in
<br />privacy to Brady.
<br />m. Intellectual Property
<br />Brady retains and reserves all rights, title and interest in and to its intellectual property, including without limitation all Brady software,
<br />algorithms, materials, formats, interfaces and proprietary information and technology, and all other Brady products, data monitoring and
<br />smart building analytics, and including all copyright, trade secret, patent, trademark and other intellectual property rights related to the
<br />foregoing. No rights are granted to the Customer hereunder with respect to the data monitoring subscription or otherwise, other than as
<br />expressly set forth herein.
<br />n. Indemnification
<br />Customer shall indemnify and hold Brady harmless from and against any loss, damage, cost (including the cost of any settlement),
<br />expense or any liability suffered or incurred by Brady arising from or in connection Brady's possession or use of data, information or articles
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<br />Docusign Envelope ID: 8F5DCB9B-8A3A-4922-BD01-FE7AA100DA32
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