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<br /> SUBMISSION
<br /> TIECH Page: ?
<br /> Date:4/27/2023
<br /> ELECTRONICS Price Valid Thru: 05/11/23 0155904-01A
<br /> The Power of Connection and Protection=
<br /> 3.3 Third Party Beneficiary.
<br /> Customer acknowledges that the provisions contained in this Section 3 are intended to protect the Third-Party manufacturers,creators and/or owners of
<br /> the Software;accordingly,each Third Party shall be deemed a third-party beneficiary with respect to this Section 3 and shall have the right to enforce
<br /> this Section as appropriate against Customer.
<br /> 3.4 Software Release Levels.
<br /> Customer shall,at Customer's sole cost and expense,maintain the Software at the then-current version or release of the Software;otherwise(i)Customer
<br /> may not be eligible to receive Goods and Services hereunder,(ii)Tech may terminate the Submission immediately and(iii)any additional Services
<br /> provided by Tech that are requested by Customer shall be on a time-and-materials basis at Tech's then-current services rates.
<br /> 4. Termination
<br /> In addition to Tech's rights under Section 8.2,Tech's obligations under the Submission may be terminated pursuant to Sections 3.2,3.4 and 9.4 of these
<br /> Terms and Conditions.
<br /> 5. Warranties,Indemnification,and Restricted Phones Waiver.
<br /> 5.1 General Warranty.
<br /> The scope and coverage of Tech's warranty is set forth in the Submission.The warranty will commence on the date of Customer's First Beneficial Use of
<br /> the System or on such other date as mutually agreed by Tech and Customer in the Submission or Specifications. "First Beneficial Use"means the point
<br /> in time when Customer first uses all or any part of the System in its business.If any failure to conform to such warranty be found during the term
<br /> of the warranty,Tech will correct such nonconformity by replacement of defective material and parts or by making other suitable repairs.ALL OTHER
<br /> WARRANTIES,EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br /> PURPOSE,ARE EXCLUDED AND DISCLAIMED BY TECH.Tech does not represent or warrant that the System will not be compromised or
<br /> circumvented,that the System will prevent any loss by burglary,hold-up,fire or otherwise,or that the System will in all cases provide the protection for
<br /> which it is installed or intended or protect Customer from all losses. Customer acknowledges that(i)Customer assumes all risks for loss or damage to
<br /> Customer's premises and to its contents,(ii)Tech has made no representation or warranties nor has Customer relied on any representations or warranties,
<br /> express or implied,except as set forth herein and(iii)Customer has read and understands the Submission and these Terms and Conditions,including
<br /> Section 1 and Section 6 setting forth Tech's obligations and maximum liability in the event of any loss or damage to Customer. Customer acknowledges
<br /> and agrees that Tech is not an insurer and that these Terms and Conditions are not intended to be an insurance policy or a substitute for an insurance
<br /> policy. Insurance,if any,will be maintained by Customer. Tech's charges are based solely upon the value of the services provided and are unrelated to
<br /> the value of Customer's property or the property of others located on Customer's premises.
<br /> 5.2 Mutual Indemnification.
<br /> Contractor accepts liability for all damages,including but not limited to,loss of business,physical property damage,bodily injury,etc.,resulting from or
<br /> caused by Contractor,its employees,or agents. Contractor shall indemnify and hold harmless Owner and Manager,its agents and employees to the
<br /> fullest extent permitted by law,from and against all claims,damages,losses,and expenses,including,but not limited to attorney's fees,arising out of or
<br /> resulting from or caused by Contractor,its employees or agents. Owner shall indemnify and hold harmless Contractor,its agents and employees to the
<br /> fullest extent permitted by law,from and against all claims,damages,losses and expenses caused by Owner,its employees,or agents as it relates to the
<br /> Work,except to the extent such claims arise out of or result or are caused by Contractor,its employees or agents.
<br /> 6. Limitation of Liability.
<br /> The total liability of Tech hereunder or arising in connection with the provisions of any services,whether base out of negligence,strict liability,contract,
<br /> tort,warranty,misrepresentation,patent infringement or otherwise,shall not exceed$1,000,000. The provisions of this section shall apply in the event of
<br /> loss or damage,irrespective of the origin,resulting directly or indirectly to persons or property from the performance or non-performance of the
<br /> obligations set forth by the terms of these terms and conditions or from the active or passive negligence of Tech's agents or employees. In no event shall
<br /> Tech be liable to the Customer for consequential damages such as,but not limited to,loss of damage to other equipment or any plant or facilities,loss of
<br /> profit,or loss of production,regardless of whether claim for such consequential damages be based on warranty(express or implied),contract,tort,or
<br /> otherwise. Tech shall not be liable to indemnify Customer against any claims made against Customer for such consequential damages. Customer agrees to
<br /> defend,indemnify,and hold Tech harmless for all claims(including claims for indemnity)for any such consequential damages brought against Tech.
<br /> 7. Defaults and Remedies.
<br /> 7.1 Default.
<br /> The happening of any one of the following shall be an"Event of Default"under the Submission: (i)failure by Customer to pay any amount within 30
<br /> days after the same is due and payable;(ii)failure by Customer to observe,keep or perform any agreement required of it herein and to correct such
<br /> breach within 10 days after written notice of same from Tech;(iii)abuse of the System;(iv)dissolution,termination of existence,discontinuance of the
<br /> business,insolvency or business failure of Customer;(v)initiation of any bankruptcy,reorganization,assignment of the benefit of creditors,or like
<br /> proceeding by or against Customer;(vi)excessive false alarms caused by Customer;or(vii)allow other vendors to work on the System during Tech's
<br /> performance of Services or the term of the warranty.
<br /> 8. Miscellaneous Provisions.
<br /> 8.1 Subcontracting:Assignment.
<br /> Tech shall have the right to subcontract any of the Services which it may be obligated to perform. The Submission and its benefits are not assignable by
<br /> Customer except upon the prior written consent of Tech. Customer acknowledges that the Submission,and particularly those Sections relating to Tech's
<br /> maximum liability and third-party indemnification,inure to the benefit of,and are applicable to any assignees or subcontractors of,Tech.
<br /> 8.2 Subcontracting:
<br /> The parties recognize that Tech intends to comply with the applicable labor agreement and any Subcontractors to Tech which perform work covered by
<br /> Tech's labor agreement will provide its employees'wages and benefits equal to or better than the wages and benefits contained in the applicable Tech
<br /> Tech Electronics of Illinois, LLC
<br /> 417 Olympia Dr., Bloomington, IL 61704 . 309-874-2700 . Fax:309-433-9099 . www.techelectronics.com
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