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PRINCIPAL MASTER SERVICE AGREEMENT

This Principal Master Service Agreement (“Agreement”) is made and entered into effective as of the date the order is completed (“Effective Date”) between Connected Solutions Group, LLC, a Virginia limited liability company (“CSG”) and you (“Company”). CSG and Company may be referred to in this Agreement individually as a “Party” and together as the “Parties.” For valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows

  1. Definitions. For the purposes of this Agreement, the following terms have the following meanings:
    1. “Background Technology” means all tools, programs, designs, processes, formulas, techniques, improvements, inventions, works of authorship, software, data, know-how, ideas, methodologies, specifications, code libraries, algorithms, protocols, routines, subroutines, network systems, machine learning models, Trade Secrets (defined below), and other technology which are: (a) created, developed, owned, or licensed by CSG prior to the Effective Date of this Agreement; (b) are created, developed, owned, or licensed by CSG during the term of this Agreement; (c) which have general applicability to CSG’s business and which are not based on any Company Confidential Information; or (d) modifications of or derivatives to any of the foregoing.
    2. “Company Data” means all data, information, images, and other content provided to CSG or its contractors by or for Company in connection with Company’s use of the Services, and all data, information, images, and other content received by or for Company from Company’s use of the Services.
    3. “Confidential Information” means all information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, samples, schematics, prototypes, and other confidential or proprietary information in any form or medium (e.g., written, verbal, electronic, visual) that, for any of the above: (a) has been identified by the Disclosing Party as “Confidential” or “Proprietary”; or (b) should reasonably be understood to be confidential to the Disclosing Party based on the nature of the information or the circumstances of its disclosure. Confidential Information does not include information that the Receiving Party can demonstrate by documentation: (i) was already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing Party; (ii) was or is independently developed by the Receiving Party without use of any of the Disclosing Party’s Confidential Information; (iii) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party or any of its representatives; or (iv) was received by the Receiving Party from a third party who was not, at the time of such disclosure, under any obligation to the Disclosing Party or any other person to maintain the confidentiality of such information.
    4. “Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases; (d) Trade Secrets, know-how, and similar Confidential Information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.
    5. “Services” means any of the services CSG is required to or otherwise does provide under this Agreement, as more fully described in this Agreement or as agreed to by the Parties in writing from time to time pursuant to the terms of this Agreement.
    6. “Trade Secret” means information including a formula, pattern, compilation program, device product, method, technique, protocol, or process that is used or may be used in business or for any commercial advantage that: (a) derives independent economic value, actual or potential, from not being generally known to the public or to the persons who can obtain economic value from its disclosure or use; (b) is the subject of reasonable effort to prevent it from becoming so generally known; and (c) the disclosure of which would result in harm or improper benefit.
  2. Engagement. Company hereby engages CSG, and CSG hereby accepts such engagement, to provide Services related thereto as set forth in the below statement of work (“Statement of Work” or “SOW”). The SOW is incorporated into and subject to the terms and conditions of this Agreement. Acceptance of this Agreement and the SOW are binding. To the extent there is a conflict between the terms of this Agreement and any SOW, the terms of this Agreement will control unless specifically stated otherwise in the Statement of Work.
  3. Fees and Invoices.
    1. Fees. Company will pay the fees as set forth in the SOW, or as may be otherwise agreed to by the Parties, in writing, from time to time.
    2. Invoices. CSG will invoice Company for the Services on a periodic basis or as set forth in the SOW. Unless otherwise set forth the SOW, all invoices are due within 30 days of the relevant invoice date.
  4. Term and Termination.
    1. Term. The term of this Agreement commences as of the Effective Date, and unless this Agreement is terminated earlier pursuant to any of the express provisions set forth herein, will continue in effect until the termination or expiration of the SOW. If the Parties execute any SOW at a date following the termination or expiration of this Agreement, this Agreement will then continue to govern such SOW.
    2. Termination without Cause. Either Party may terminate this Agreement or any SOW at any time, upon 30 days’ written notice to the other Party unless the SOW specifically indicates otherwise, in which case such SOW shall continue in full force and subject to the terms of this Agreement until it expires or is terminated pursuant to its terms.
    3. Termination with Cause. If either Party breaches a provision of this Agreement, the other Party may immediately terminate this Agreement at any time upon written notice to the other Party where such breach has continued for 30 days after the non-breaching Party provided written notice to the breaching Party of such breach. For the avoidance of doubt, Company’s failure to pay the fees due under the SOW to CSG within 10 days following the applicable due date will constitute a material breach of this Agreement.
    4. Effect of Termination. The termination or expiration of a single SOW shall not cause the automatic termination of any other SOW. Upon termination of this Agreement or the SOW, CSG shall issue its invoice in relation to any fees or consideration due for Services provided to Company by CSG leading up to and through the termination of the SOW in accordance with its terms, and Company shall make payment to CSG within 30 days of the date of such invoice. If payments under the SOW are milestone-based, CSG’s invoice will include amounts for work performed by CSG toward such milestones prior to termination.
    5. Survival. Sections 1, 3 through 13, and Sections 14.b through 14.d of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration.
  5. Confidential Information.
    1. Non-Use and Non-Disclosure. The Parties agree not to use any Confidential Information of the Disclosing Party for any purpose except in connection with this Agreement. The Parties agree not to disclose any Confidential Information of the other Party to third parties or to their employees or representatives, except to those employees or representatives who reasonably should have access to such information for the Party’s performance in connection with this Agreement and who are bound by confidentiality obligations at least as protective of the Confidential Information as this Agreement. The Parties shall not reverse engineer, disassemble, or decompile any prototypes, software or other tangible objects that embody the other Party’s Confidential Information.
    2. Duration of Confidentiality Obligations. For Confidential Information that does concern, involve, relate, or pertain to a Trade Secret, the obligations of the Receiving Party hereunder shall commence as of the Effective Date and survive until such time as such Confidential Information no longer qualifies as a Trade Secret through no action or inaction of the Receiving Party. For Confidential Information that does not concern, involve, relate, or pertain to a Trade Secret, the obligations of the Receiving Party hereunder shall commence as of the Effective Date and survive for 2 years after the expiration or termination of this Agreement.
    3. Exceptions. Notwithstanding the foregoing, the Receiving Party shall not be in violation of this Section with regard to a disclosure of Confidential Information that (a) was in response to an order or subpoena of a court, agency, or tribunal of competent jurisdiction, or pursuant to any applicable law or regulation, provided that the Receiving Party provides the Disclosing Party with prior written notice of such disclosure to the extent reasonably practicable and legally permissible in order to permit the Disclosing Party to seek confidential treatment of such information and/or (b) was disclosed to its professional advisors on terms such that the professional advisors accept such information under a duty of confidentiality no less stringent than the Receiving Party’s duty to the Disclosing Party.
    4. Ownership of Confidential Information. The Disclosing Party grants no right, title, or interest in or to the Confidential Information, and hereby reserves any such rights that it may have, including any intellectual property that may constitute a portion thereof, as well as any Intellectual Property Rights therein, except the limited rights expressly granted in this Agreement.
  6. Intellectual Property.
    1. CSG’s Ownership of the Background Technology. Company acknowledges that it does not obtain any right, title, or interest in or to any Background Technology and all derivatives of and modifications thereto (except for the license granted in below), including all Intellectual Property Rights therein. Company acknowledges the validity of CSG’s ownership rights, or third party licensor rights, in and to the Background Technology, and Company agrees to never challenge or contest the existence or validity of CSG’s ownership rights in and to the Background Technology, including all Intellectual Property Rights therein.
    2. License of the Background Technology. To the extent that any Background Technology is incorporated into the Services CSG hereby grants to Company a worldwide, perpetual, royalty-free, non-exclusive license to use the Background Technology as incorporated into the Services solely to the extent necessary to utilize the Services as fully intended. CSG reserves all rights in the Background Technology not expressly granted to Company herein. For the avoidance of doubt, the foregoing shall not limit CSG’s ability to use, license, sell, or commercialize any CSG Background Technology.
    3. License of the Company Data. Company hereby grants to CSG and its authorized contractors and representatives a non-exclusive and non-transferable right and license to use, process, store, transmit, and disclose Company Data to provide the Services to Company and fulfill other obligations described in this Agreement.
    4. Use of Name and Logo. CSG may use Company’s name and logo to identify Company as a customer of CSG or as set forth in the SOW. CSG’s use of the name and logo does not create any ownership right therein and all rights not granted to CSG are reserved by Company.
  7. Independent Contractor. CSG is an independent contractor of Company (not an employee or other agent) solely responsible for the manner and hours in which the Services are performed, is solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort related to its employees (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to any employee benefit plans, fringe benefit programs, group insurance arrangements, or similar programs provided by Company.
  8. Company’s Obligations. Company will provide CSG with such assistance and access to such information and materials as is reasonably necessary for CSG to perform its obligations in a timely basis. Company is solely responsible for Company’s use of the Services, except for any limited warranty provided below.
  9. Warranties. Each Party represents and warrants to the other Party that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to CSG that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy, or that it will use the Services in any way which is a violation of any local, state or federal data or privacy laws. In addition, CSG warrants to Company that the Services will be performed in a professional manner consistent with industry standards. CSG shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at CSG’s option, refund the fees paid by Company for the portion of the Services that did not fulfill such warranty, provided that Company shall notify CSG in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail.

    EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, OR WARRANTY OF TITLE. IN ADDITION, BECAUSE CSG CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, CSG CANNOT AND DOES NOT WARRANT THAT THE BACKGROUND TECHNOLOGY, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND CSG IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF SERVICES, BACKGROUND TECHNOLOGY OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS.

  10. Indemnification.
    1. By CSG. CSG will defend at its own expense any action against Company brought by a third party to the extent that the action is based upon a claim that the Services provided pursuant to the terms of this Agreement directly infringe upon that third party’s U.S. copyright or misappropriates that third party’s Trade Secret recognized as such under the Uniform Trade Secret Law, and CSG will pay those costs and damages finally awarded against Company in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.
    2. By Company. Company will indemnify, defend and hold harmless CSG at its own expense against any action brought by a third party against CSG to the extent that the action is based upon a claim (a) arising in connection with CSG’s use of the Company Data in accordance with this Agreement, (b) based on Company’s use of Services in violation of any local, state, federal or international data, privacy or security law, or (c) based upon Company’s use of the Services, except to the extent a claim arises out of CSG’s indemnification obligations in Section 10 a. Company will pay those costs and damages finally awarded against CSG in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.
    3. Conditions. The Party’s obligations under the preceding paragraphs with respect to an action are conditioned on the indemnified Party: (a) notifying the indemnifying Party promptly in writing of such action; (b) giving the indemnifying Party sole control of the defense thereof and any related settlement negotiations (provided that the indemnifying Party shall have the right to approve any material liability imposed on the indemnified Party in connection with such settlement); and (c) cooperating with the indemnifying Party in such defense (including, without limitation, by making available to the indemnifying Party all documents and information in the indemnified Party’s possession or control that are relevant to the claims, and by making personnel available to testify or consult with the indemnifying Party or its attorneys in connection with such defense).
    4. Exclusions. Notwithstanding the foregoing, CSG will have no obligation or otherwise with respect to any infringement or misappropriation claim based upon: (a) any use of the Services provided pursuant to the terms of this Agreement not in accordance with the purpose of this Agreement or for purposes not intended by CSG; (b) any use of the Services provided under this Agreement in combination with other products, equipment, software, or data not supplied by CSG; or (c) any modification of the Services provided under this Agreement made by any person or entity other than CSG.
  11. Limitations of Liability.
    1. Exclusions. NEITHER PARTY SHALL BE LIABLE FOR ANY: (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THE SOW, INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST COMPANY BY ANY THIRD PERSON, EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY CSG TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST SUCH PARTY MORE THAN ONE YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. CSG HEREBY EXPRESSLY DISCLAIMS, AND COMPANY HEREBY UNDERSTANDS AND AGREES, THAT CSG WILL NOT BE LIABLE FOR ANY INTENDED USES OF THE SERVICES UTILIZED UNDER THIS AGREEMENT. COMPANY HEREBY RELEASES AND FOREVER DISCHARGES CSG FROM ANY ALL CLAIMS RELATED TO COMPANY’S USE OF THE SERVICES AND BACKGROUND TECHNOLOGY BEYOND THE LIMITED WARRANTY RIGHTS CONTAINED IN SECTION 9.
    2. Cap on Monetary Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY CSG FROM COMPANY IN THE 12 MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE FIRST CLAIM.
  12. Compliance with Law. In performing its obligations or exercising its rights under this Agreement, each Party shall comply with all applicable laws and government regulations to which they are subject at all times, including but not limited to any applicable laws and regulations of the United States and other jurisdictions relating to export or re-export of technology, consumer protection, information access, and privacy.
  13. Non-Solicitation. Company acknowledges that CSG has expended significant time and resources to obtain and train professionals and match each customer’s needs, whether the professionals be employee or independent contractor. Therefore, during the Term, and for a period of one year after the termination or expiration of this Agreement, Company agrees not to hire or cause to be hired, as either an employee of or an independent consultant to Company or a related company, any of CSG’s employees, contractors, subcontractors, or consultants with whom Company has had contact with during the term of this Agreement. A breach of this provision, without CSG’s prior written approval, will entitle CSG to receive $40,000 from Company. Company agrees that these amounts represent a fair and reasonable estimate of the damages CSG will incur by reason of a breach of this Section. Company further agrees that proof of actual damages will be difficult or impossible to ascertain.
  14. General.
    1. Assignment. Neither Party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary, or to a successor, whether by way of merger, sale of all or substantially all of its assets, or otherwise. No delegation or other transfer will relieve a Party of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
    2. Notices. All notices under this Agreement shall be in writing, and shall be deemed given when sent by email, or three days after being sent by government mail or globally-recognized carriers (such as FedEx or UPS) to the physical address of the Party as such Party last provided to the other by written notice.
    3. Equitable Relief. Each Party acknowledges that any breach of Section 5 or Section 6 will cause immediate and irreparable harm to the non-breaching Party for which damages would not be an adequate remedy. Therefore, each Party agrees that in the event of such breach, or threatened breach, the non-breaching Party will be entitled to equitable relief, in the form of injunctive relief, specific performance, and any other relief that may be available from any court. Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available under the Agreement, at law or in equity, subject to any express exclusion or limitations in this Agreement to the contrary.
    4. Governing Law; Attorneys’ Fees. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to the conflicts of laws provisions thereof. Any litigation or arbitration proceedings under this Agreement may be brought by the Parties in the Commonwealth of Virginia and each Party irrevocably consents to the exclusive jurisdiction of the courts or relevant adjudicative bodies in Hanover County, Virginia, whether private, federal, or state courts. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover reasonable costs and attorneys’ fees. A prevailing Party’s right to recover reasonable attorneys’ fees, costs, and expenses is to be proportional to the amount of claims on which the Party actually prevailed in relation to the total amount of claims alleged, pursued, or brought by that Party.
    5. Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
    6. Force Majeure. With the exception of payment of the fees for provision of Services under this Agreement, neither Party shall be responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including, without limitation, acts of God or any governmental body, war or national emergency, riots or insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power, or telecommunications under third-party control.
    7. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
    8. Entire Agreement. This Agreement and the SOW constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the Parties relating to the subject matter hereof, and all past courses of dealing or industry custom.
    9. No Amendment or Modification. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by an authorized representative of both Parties.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING.  COMPANY IS AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. 

BY CHECKING THIS BOX, COMPANY IS AGREEING TO CSG’S PRINCIPAL MASTER SERVICE AGREEMENT AND THE ATTACHED STATEMENT OF WORK.


Statement of Work

Company understands that Option A or Option B may be delivered depending on the specific Company situation, and that CSG has discretion to determine which option is necessary for Company. Company agrees to the terms and pricing associated with both options.

Standard Installation – Option A

-$ 299.00 – 2 hours install

(additional time is billed $75.00 per 30 minutes)

The technician will be responsible for executing the following items on the day of installation: Please note if the technician arrives onsite and the assumptions below are not met, the tech will use the scheduled time for an onsite survey under Option B.

Please Note: There are sometimes requirements for the customer to provide the new phone numbers to the monitoring service, sometimes monitoring service will not require line number (Security/Fire Panel). The technician will provide the new phone number(s) to the customer and it can also be found on the new POTSolve ATA box.

Once the 2ftx2ft Installation area for the POTSolve ATA is determined, the customer will need to provide point of connection to all devices requiring POTSolve services within 10ft of mounted POTSolve ATA box (need power within 5ft of POTSolve enclosure). This is best located in the equipment or telco room which typically has existing demarcation.

If the customer does not know where demarcation and other providing services are located, the customer will need a site survey as specified in Option B. If the technician arrives and cannot determine this, the visit will turn into a site survey and will require a quote for any additional visits. The total tech time onsite will be no longer than 1 hour.

It is highly recommended that the fire panel is within 50ft of ATA, otherwise we cannot guarantee a stable connection due to attenuation. If determined there is more than one demarcation location, there could be additional POTSolve ATA and/or equipment costs.

Site Survey – Option B

-$ 299.00 – 2 hours install

(additional time is billed $75.00 per 30 minutes)

The technician will complete/review the following during a site survey. 

Note:

This survey could be performed on its own or on the scheduled installation date if determined the location is not ready for Option A.

Definition: devices listed represents alarm panels, fire panels, elevator call boxes, etc.