126-22 Exhibit.pdf

failures or any other cause beyond Carrier’s control. Carrier shall not be required to perform tests, install any items of equipment or make modifications that may be recommended or directed by insurance companies, government, state, municipal or other authority. However, in the event any such recommendations occur, Carrier, at its option, may submit a proposal for Customer’s consideration in addition to this Agreement. Carrier shall not be required to repair or replace equipment that has not been properly maintained. 11. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service Contracts only) - Upon the initial scheduled operating and/or initial annual stop inspection, should Carrier determine the need for repairs or replacement, Carrier will provide Customer in writing an ‘equipment condition’ report inchiding recommendations for corrections and the price for repairs in addition to this Agreement. In the event Carrier recommends certain services (that are not included hevein or upon initial inspection) and if Customer does not elect to have such services properly performed in a timely fashion, Carrier shall not be responsible for any equipment or control failures, operability or.any long-term damage that may result. Carrier at its option will either continue to maintain equipment and/or controls to the best of its ability, without any responsibility, or remove such equipment from this Agreement, adjusting the price accordingly. 12, PROPRIETARY RIGHTS (Service Contracts only) - During the term of this Agreement and in combination with certain services, Carrier may elect to install, attach to Customer equipment, or provide portable devices (hardware and/or software) that shall remain the personal proprietary property of Carrier. No devices installed, attached to real property or portable device(s) shall become a fixture of the Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices that are used in connection with providing service on Customer equipment. 13. DATA RIGHTS (Service Contracts only} - Customer hereby grants and agrees to grant to Carrier a worldwide, non-exclusive, non- terminable, irrevocable, perpetual, paid-up, royalty fice license to any Souree Data, with the right to sub-license to its affiliates and suppliers for (i) Carrice’s

r a worldwide, non-exclusive, non- terminable, irrevocable, perpetual, paid-up, royalty fice license to any Souree Data, with the right to sub-license to its affiliates and suppliers for (i) Carrice’s performance of services pursuant to this Agreement, (ii) the improvement of Carrier services, and Carrier’s Analytics Platform; (iii) improving product performance, operation, reliability, and maintainability; (iv) to create, compile, and/or use datasets and/or statistics for the purposes of benchmarking, development of best practices, product improvement; (v) the provision of services to third parties, (vi) research, statistical, and marketing purposes, and/or (vil) in support of Carrier agreements. Source Data — shall mean data that is produced directly from a system, or device and received at a collection point or a central server (e.g, a Carrier database, data lake, or third party cloud service), Analytics Platform — shall mean server algoritams or web interface systems used to (i) interpret, convert, manipulate, or calculate data, (ii) perform data processing, and/or (iii) the delivery of data to Carrier, affiliates or suppliers of Carrier, and/or Customer. 14, RETURN OF DATA (Service Contracts only) - Customer understands and acknowledges that the portable devices will coilect Source Data that will be stored on and/or transmitted to Carrier’s servers and to suppliers or affiliates that are contracted by Carrier and used to transmit, process, extract or store such Source Data for purposes of Carrier’s performance of the service in accordance with this Agreement, Once such data and information has been stored andor transmitted to Carrier’s servers, Customer agrees that such data and information shall become pact of Carrier’s database and therefore subject to the license terms-under section 13, ‘Terms and Conditions of Sale ~ Equipment and/or Service 031521 15, DATA DELIVERY - During the term of the Agreement Customer shell (i) make reasonable efforts to ensure that the hardware remains powered on, (ii) avoid intentional action to impede, block or throttle collection and transmission of Source Data by Carrier, and (iii) avoid intentional action to disable, tun off, or remove the hardware without Carrier’s express written consent, which consent shall not be unreasonably withheld. 16. REVERSE ENGINEERING - Customer shall not extract, decompile or reverse

tun off, or remove the hardware without Carrier’s express written consent, which consent shall not be unreasonably withheld. 16. REVERSE ENGINEERING - Customer shall not extract, decompile or reverse engineer any software included with, incorporated in, or otherwise associated with the hardwate and shall not reverse engineer any reports or analytics provided to or received ‘by Customer from Carrier. 17, WAIVER OF DAMAGES - Under no circumstances shatl Carrier be liable for any incidental, special or consequential damages, including loss of revenue, loss of use of equipment or facilities, or economic damages based on strict liability or negligence, 18. LIMITATION OF LIABILITY - Carrier's maximum liability for any reason (except for pezsonal injuries) arising from this Agreement shall not exceed the value of the payments received by Carrier under this Agreement. 19. CANCELLATION - Customer may cancel this Agreement only with Cartier’s prior written consent, and upon payment of reasonable cancellation charges. Such charges shall take into account costs and expenses incurred, and purchases or contract commitments made by Carrier and all other losses due to the cancellation including a reasonable profit. 20, CUSTOMER TERMINATION FOR CARRIER NON- PERFORMANCE - Customer shall have the right to terminate this Agreement for Carrier’s non-performance provided Carrier fails to enre such non-performence withia thirty (30) days after having been given prior written notice of the non-performance. Upon early termination or expiration of this Agrecment, Carrier shall have free access to enter Customer locations to disconnect and remove any Carrier personal proprietary property or devices as well as remove any and all Carrier-owned parts, tools and personal property. Additionally, Customer agrees to pay Carrier for all incurred but unamortized service costs performed by Carrier including overheads and a reasonable profit. 21, CARRIER TERMINATION - Carrier reserves the right to discontinue its service any time payments have not been made as agreed of if alterations, additions or repairs are made to equipment during the term of this Agreement by others without prior agreement between Customer and Carrier. 22. CLAIMS - Any fawsuits srising from the performance or nonperformance of this Agreement, whether based upon contract, negligence, strict Liability or otherwise,

ement between Customer and Carrier. 22. CLAIMS - Any fawsuits srising from the performance or nonperformance of this Agreement, whether based upon contract, negligence, strict Liability or otherwise, shall be brought within one (1) year from the date the claim arose. 23, GOVERNMENT PROCUREMENTS - The components, equipment end services provided by Cacrier are “commercial items” as defined in Section 2.101 of the Federal Acquisition Regulations (‘PAR"), and the prices of such components, equipment and services are based on Carrier's commercial pricing policies and practices (which do not consider any special requirements of U.S. Government cost principles, FAR Part 31, or any similar procurement regulations). As such, Carrier will not agree to provide or certify cost or pricing dats, nor will Carrier agree to comply with the Cost Accounting Standards (CAS). In addition, no government procurement regulations, such as Carrier Corporation 4

FARs or DFARs, shall apply to this Agreement except those regulations expressly accepted in writing by Carrier, 24, HAZARDOUS MATERIALS - Carrier is not responsible for the identification, detection, abatement, encapsulating or removal of asbestos, products or materials containing asbestos, similar hazardous substances, or mold, fungi, mildew, or bacteria, If Carrier encounters any asbestos or other hazardous material while performing this Agreement, Carrier may suspend its work and remove its employees from the project, until such material and any hazards associated with it are abated. The time for Carrier’s performance shall be extended accordingly, and Carrier shall be compensated for the delay. 25. WASTE DISPOSAL - Customer is whoily responsible for the removal and proper disposal of waste oil, refrigerant and any other material generated during the term of this Agreement. 26. SUPERSEDURE, ASSIGNMENT and MODIFICATION - This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous or contemporaneous, oral or written, statements. Customer may assign this Agreement only with Carrier’s prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both parties. Orders shall be binding upon Carrier when accepted in writing by an authorized representative of Carrier. CARRIER’S ACCEPTANCE OF CUSTOMER’S ORDER IS CONDITIONED UPON CUSTOMER'S ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH HEREIN (THIS “AGREEMENT”) AND CUSTOMER’S AGREEMENT TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. THIS AGREEMENT AND ALL REFERENCED ATTACHMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN CARRIER, AND CUSTOMER, AND NO AMENDMENT OR MODIFICATION SHALL BE BINDING ON CARRIER UNLESS SIGNED BY AN OFFICER OR AUTHORIZED EMPLOYEE OF CARRIER. THE FAILURE OF CARRIER TO OBJECT TO PROVISIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER SHALL NOT BE CONSTRUED AS A WAIVER BY CARRIER OF THE TERMS IN THIS AGREEMENT OR AN ACCEPTANCE OF ANY OF CUSTOMER’S. PROVISIONS. ANY CONFLICTING OR ADDITIONAL TERMS OR CONDITIONS SET FORTH BY CUSTOMER IN A PURCHASE ORDER OR OTHER DOCUMENT SHALL NOT BE BINDING UPON CARRIER, AND CARRIER HEREBY EXPRESSLY OBJECTS THERETO. 27. CUSTOMER CONSENT - Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects

NOT BE BINDING UPON CARRIER, AND CARRIER HEREBY EXPRESSLY OBJECTS THERETO. 27. CUSTOMER CONSENT - Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects with Customer, including the value of such projects, in all forms and media for advertising, trade, and any other lawful purposes. 28. FOR WORK BEING PERFORMED IN CALIFORNIA - Contractors are required by law to be licensed and regulated by the ‘Terms and Conditions of Sale — Equipment and/or Service 031521 Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation. ‘A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Boatd, P.O. Box 26000, Sacramento, California 95826. 29, INTELLECTUAL PROPERTY — Notwithstanding anything to the contrary stated herein, Carrier retains ownership of its intellectual property and no license to Carrier’s intellectual property is granted except as necessary for Customer to use any deliverables and/or services provided hereunder, 30. DATA PRIVACY — Carrier processes personal data in accordance with its privacy notice at Carrier.com. Each party will comply with applicable data privacy laws governing personal information collected and processed under this Agreement, including the California Consumer Privacy Act and the European General Data Protection Regulation, and take all reasonable commercial and legal steps to protect personal data. If Customer provides Cartier with personal data, Customer will ensure that it has the legal right to do so, including notifying the individuals whose personal data {t provides to Carrier. If a parly collects or processes personal data from California residents under this Agreement, such parly is a “Service Provider” under the CCPA, and will not sell or exchange such personal data for anything of value, 34, FACTORY ACCEPTANCE TESTS AND INSPECTIONS — The nature and extent of factory acceptance tests or factory inspections, including without limitation, the number and identity of participants, locations visited, and activities undertaken, shall

S — The nature and extent of factory acceptance tests or factory inspections, including without limitation, the number and identity of participants, locations visited, and activities undertaken, shall be limited to activities directly related to the performance of this Agreement, The tests or inspections will be subject to mutual agreement of the parties, Carrier policy and internal pre-approval requirements, and strictly comply with Customer’s policies as well as ail applicable laws and regulations including, without limitation, all applicable laws and regulations prohibiting corruption. 32, ANTI-DISCRIMINATION POLICY — The Carrier Fostering a Respectful and Safe Work Environment policy is incorporated into these terms via this link: httos://www.carrier.com/commercial/en/us/media/carrier-anti- discrimination-harassment-policy-02192021_tcm199-109848 pdf. 33. EQUIPMENT RENTALS — If all or a portion of this Agreement is for equipment rental, the Carrier Rental Systems Master Terms and Conditions — Rental, available at hitps://www.carrier.com/rentals/en/us/rental-equipment/rental-forms’, shall apply to the rental equipment. Carrier Corporation 5