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