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RFI Communications & Security Systems
<br />360 Turtle Creek Court, San Jose, CA 95125-1315
<br />Phone: 408.298.5400 Fax: 408.882.4401
<br />Contractor’s Licenses: CA #534534. #544432 | NV #0021814A, Limit $10M | WA #RFICOS*990MC | AK #33625
<br />Alarm License # ACO753, Consumer Affairs # 000753, UL Central Station # S3282-3, FM Certificate #3024322
<br />Managed Services Subscription Agreement (03.26.20) Page 1 of 12
<br />This document and any attachments are for the sole use of the intended recipients and contain confidential and proprietary information.
<br />Any unauthorized use, disclosure or distribution of this document or its attachments is prohibited.
<br />MANAGED SERVICES SUBSCRIPTION AGREEMENT
<br />ADDENDUM A: SUBSCRIPTION TERMS AND CONDITIONS
<br />1. Subscription; Fees.
<br />a. These Subscription Terms and Conditions
<br />(“Subscription Terms”) govern the subscription for access
<br />and use (“Subscription”) by the Subscriber (“Subscriber”)
<br />named in the applicable Subscription Order (the
<br />“Subscription Order”) for Managed Services (the
<br />“Services”) to be furnished by RFI Enterprises, Inc., dba
<br />RFI Communications & Security Systems (“RFI”). The
<br />Services do not involve any customized work product or
<br />deliverables developed as product for Subscriber unless
<br />specifically so provided in a separate Work Order for
<br />Professional Services.
<br />b. The Subscription Fees for the Subscription Period
<br />are due and payable as stated in the Subscription Order.
<br />Subscription is for the full Subscription Period and is
<br />indivisible. Subscription Fees are not refundable except as
<br />specifically provided in Sections 7(a)-(c) and 10. Without
<br />prejudice to any other rights and remedies, if RFI’s duly
<br />rendered and undisputed invoice shall remain unpaid more
<br />than thirty (30) days past due, RFI may without liability to
<br />Subscriber suspend and disable the Services and
<br />Subscriber's account, credentials and access to it, and RFI
<br />shall be under no obligation to provide access to the Service
<br />while the subject fees remain unpaid.
<br />c. If any jurisdiction assesses taxes on the Subscription
<br />(such as sales, use, value-added, withholding, excise, or
<br />any other taxes or government charges, but excluding taxes
<br />on the income of RFI, collectively “Transaction Taxes”),
<br />RFI may require Subscriber to pay the appropriate
<br />additional amounts such that RFI receives the full amount
<br />invoiced, without offset or deduction (or if applicable to pay
<br />the applicable taxing authority and provide RFI the
<br />applicable certificates and receipts promptly upon request.
<br />d. Subscription will renew for successive annual
<br />renewal Subscription Periods unless either party gives
<br />notice of non-renewal no later than 30 days before
<br />conclusion of the annual or multi-year subscription term
<br />then in effect. Subscription Fees for renewal periods will be
<br />due on the Start Date of the renewal period.
<br />2. Managed Services.
<br />a. The Managed Services include either or both of
<br />Claris 360 remote network monitoring and security
<br />services, detailed in Schedule I to the Subscription Order,
<br />and/or Viakoo cloud-delivered or on-premises Service
<br />Assurance and/or Cyber Hygiene services, detailed in
<br />Schedule II to the Subscription Order.
<br />c. The Managed Services entail, and Subscriber
<br />expressly authorizes, installation and activation of enabling
<br />diagnostic software and auto-update software links in
<br />devices or networks supported by them. If the Subscription
<br />includes Viakoo service, Subscriber authorizes RFI to
<br />accept on Subscriber’s behalf the Subscription Terms and
<br />Conditions of Viakoo, Inc. (“Viakoo”), the current version of
<br />which is posted at https://www.rfi.com/sales/Viakoo-
<br />Subscription-Online-Terms-Conditions.pdf .
<br />3. Certain Defined Terms. As used herein:
<br />“Agreement” means the Subscription Order as executed
<br />or electronically submitted by Subscriber and accepted by
<br />RFI, these Subscription Terms, and all documents,
<br />schedules and addenda linked thereto and/or incorporated
<br />therein by reference. Terms and conditions set forth in or
<br />attached to Subscriber’s separate purchase order, if any,
<br />and not set forth in the Subscription Terms or a mutually
<br />executed addendum hereto, are expressly rejected,
<br />superseded and excluded hereby.
<br />“Confidential Information” means non-public
<br />information that either party designates as being
<br />confidential or which, under the circumstances surrounding
<br />disclosure, reasonably ought to be treated as confidential,
<br />including without limitation the terms of this Agreement, a
<br />party’s finances, know-how, trade secrets, technology, all
<br />confidential commercial, financial, marketing, business and
<br />technical information and data (including without limitation
<br />SDI), employee lists and business pricing, and any Personal
<br />Information.
<br />“Data Breach” means accidental or unlawful access to
<br />or destruction or accidental loss, alteration, unauthorized
<br />disclosure of, or any other unlawful forms of processing of,
<br />Confidential Information (including without limitation
<br />Personal Information and SDI).
<br />“Data Protection Laws” means all statutes, regulations,
<br />judicial decisions, rules and guidelines for the protection of
<br />Personal Information or with respect to the collection, use
<br />and disclosure of Confidential Information (including without
<br />limitation Personal Information), issued or promulgated by
<br />any competent judicial, legislative or regulatory authority in
<br />a jurisdiction to which Subscriber or RFI is subject, as in
<br />effect during the Subscription Period.
<br />“Personal Information” includes any information that can
<br />be used to identify an individual directly or indirectly, which
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