Master Services
Agreement.

01Agreement documents and acceptance

1.1 An Order Form is a proposal, quote, statement of work, or service subscription accepted in writing by both parties. It identifies the scope, sites, price or pricing basis, payment milestones, assumptions, exclusions, completion criteria, and authorized vendor commitments. A complete accepted proposal serves as the Order Form. Only identified Client entities and properties are covered; added affiliates, buildings, or systems require written approval. Missing an administrative field does not by itself void an otherwise accepted Order or erase its agreed payment obligations.

1.2 A later signed amendment or jurisdiction addendum controls the provisions it expressly changes. The Order Form controls project scope, price, quantities, schedule, and the commercial choices this Agreement expressly permits it to specify. This Agreement otherwise controls unless the Order Form identifies a specific provision and its agreed replacement. Client purchase orders, general contractor forms, portals, upstream agreements, and drawing notes do not add flow-down, defense, indemnity, insurance, bond, delay, or payment obligations unless Company expressly accepts the identified terms in a signed writing. Incorporated technical drawings establish only the identified technical requirements.

1.3 Acceptance may use an electronic signature or an express acceptance email from an authorized signer identifying the specific documents and version. Company will preserve the complete accepted quote, scope, exclusions, drawings incorporated by reference, Agreement version, and acceptance record. Drafts and omitted proposal pages are not incorporated merely because they once appeared in a quoting platform.

1.4 The version accepted with an Order Form governs that Order. Material amendments require both parties' express written acceptance, including when incorporated into a renewal. Posting a revised agreement or sending notice alone does not amend an existing Order or accrued claim. A price adjustment expressly authorized by the accepted Order is governed by Section 5.9 and is not a unilateral amendment. Existing engagements remain under their existing agreements unless expressly replaced in writing.

1.5 Alpheento LLC and Huneidi Services LLC are separate entities. Common owners, personnel, or contacts do not combine their contracts, invoices, responsibilities, or liabilities. Only the named contracting entity owes performance. No affiliate guarantees another entity's obligations without a separate signed guaranty.

1.6 A property manager or other representative signing solely for an owner must identify the principal Client legal entity and its authority to bind that entity. A management company, owner, investor, or general contractor is not a payment guarantor merely because it coordinates the project or processes invoices. Company may require direct confirmation by the named Client before procurement. A signatory does not give a personal guaranty unless separately and expressly agreed. Client will provide reasonably requested owner, contractor, lender or payment-agent information needed for lawful notices, billing, and project coordination.

02Scope and integration responsibilities

2.1 Services may include access control, smart apartment systems, cameras and recording, networking and WiFi, structured cabling and fiber, intercom and package systems, building automation, audio/video, digital signage, and related support, but only to the extent purchased. Company is responsible for the integration interfaces and functions expressly described in the Order Form and for its own workmanship. A coordinated project lead does not make Company a general contractor or responsible for every building system.

2.2 Unless expressly included, exclusions include line-voltage power, electrical panels, trenching, concrete and masonry work, structural engineering, welding, door or frame replacement, door alignment, closers and mechanical repairs, hazardous-material work, painting and finish restoration, permits, fire-alarm interfaces, and other trades' work. Necessary low-voltage cabling is included only in the quantities, routes, and locations specified. An excluded prerequisite does not become included because the system requires it.

2.3 The Order Form will allocate material interfaces and prerequisites among Company, Client, and relevant trades or vendors. Client coordinates parties it retains; Company coordinates its subcontractors and remains responsible for their contracted performance. A third party's schedule, instructions, drawings, or presence onsite does not expand Company's scope. Client's other contractors cannot direct additional Company work or bind Client unless designated as purchasing approvers. Identifying or coordinating an issue does not mean Company has agreed to repair another party's work.

2.4 Design assumptions, device counts, cable routes, usable conduit, door condition, power, network capacity, mounting conditions, wireless coverage, platform compatibility, and operational needs must be documented. Company will use reasonable professional care in investigating conditions within its contracted assessment; it does not warrant concealed or inaccessible conditions. Discovery of a materially different condition triggers Section 3 and does not excuse defective Company work.

2.5 Company is not the architect or engineer of record and does not supply structural engineering, code certification, or licensed professional design unless specifically contracted through appropriately qualified personnel. Company will use reasonable professional care in the system design it expressly undertakes. Client will identify intended uses, security needs, expected occupancy, network load, desired camera coverage, and integration requirements before design approval. Approval fixes the agreed design baseline but does not excuse Company's defective or unlawful work. A preliminary walk-through is not a concealed-condition survey or complete system audit.

03Changes and authorization

3.1 Client will designate authorized signers, purchasing approvers and spending limits, site coordinators, and security administrators in writing. Unless Client designates otherwise, its authorized Order Form signer may approve changes. Site coordinators arrange access and scheduling but cannot approve charges without express authority. Company may rely on authenticated instructions within designated authority until it receives written revocation. Sensitive access, financial, or destructive requests may require independent verification; Company may pause suspicious requests and promptly seek clarification.

3.2 Before additional work or procurement begins, Company will provide a written change identifying the Client and project, added or removed scope, fixed price or time-and-material rates and material pricing basis, approved spending cap if applicable, payment terms, and reasonably known schedule effects. Client's designated approver must expressly approve it in writing and Company must confirm acceptance. Electronic signature, approval email, or an authenticated business-message exchange containing or linking the retained terms is sufficient, unless applicable law or the Order requires a signed form. Notice of a possible extra, silence, onsite presence, occupancy urgency, or an informal request to keep moving is not authorization.

3.3 Time-and-material work must have either an agreed not-to-exceed cap or express written authorization to proceed without a cap at identified rates and material pricing. Unless uncapped work is expressly approved, Company will stop before exceeding the approved cap and seek a new approval. Approval of a small allowance does not authorize unlimited work. Estimates are not fixed prices or spending caps unless stated as such. Company will retain approved changes and provide task, time, and material descriptions sufficient to reconcile billing. A time sheet or delivery signature alone does not approve an unagreed extra.

3.4 Company may pause affected work when prerequisites are missing, conditions differ, or instructions are disputed, while continuing reasonably separable contracted work. Client-caused standby, storage, repeat travel, resequencing, and remobilization are chargeable at previously accepted rates or, if none apply, under a newly approved price. Company will promptly document the cause and expected cost and reasonably mitigate delay. Delays outside Company's responsibility permit a reasonable schedule extension. Company need not absorb added work, accelerate without approval, or maintain the original crew reservation during a Client-caused suspension.

3.5 Only minimum immediate action reasonably necessary to prevent imminent injury or material property damage may precede a change order, when prior authorization cannot reasonably be obtained. Company will promptly notify Client, document the circumstances and costs, and seek approval for further work. Occupancy, a delivery appointment, or an ordinary outage alone does not invoke this exception. Charges remain subject to applicable law.

3.6 A discount, absorbed task, courtesy visit, or temporary workaround is limited to the identified occurrence. It does not expand scope, waive future payment, establish ongoing support, or admit defective performance. Settlements, releases, and compromises require a signed writing identifying the specific invoices and claims resolved.

04Site readiness and installation

4.1 Client will provide lawful site access, owner and tenant permissions, work windows, secure storage, accurate plans and known hazard information, clear work areas, and access to relevant administrators. Client is responsible for tenant notices, escorts, access appointments, and coordination of its trades. Company will take reasonable precautions to protect occupied areas and its personnel.

4.2 Client will confirm the stated readiness prerequisites before dispatch. Company will review the information and perform the readiness checks included in its scope; this does not constitute an exhaustive inspection of other trades. Prerequisites may include power and grounding, active internet and network ports, conduit and pull strings, pathways, operating doors and gates, mounting support, and permits. Company may decline unsafe or premature mobilization and document deficiencies. A readiness confirmation does not require Company to proceed with a known unsafe or noncompliant installation.

4.3 Dates are estimates unless an Order Form expressly guarantees a milestone and states the remedy for delay. Client or third-party delays, concealed conditions, approved changes, supply interruptions, and force majeure permit reasonable documented extensions. Expedited shipping, overtime, and acceleration require written approval. No liquidated damages, occupancy penalties, tenant concessions, or upstream delay obligations apply unless expressly accepted in a signed addendum.

4.4 Company will perform its work in compliance with laws applicable to its performance and obtain licenses and permits legally required of it. Before offering, bidding, accepting or performing regulated work, as applicable law requires, Company will verify the authority required of its contracting entity, responsible license holder, personnel and subcontractors, or document an applicable exemption. A business description or use of a licensed subcontractor does not by itself establish that Company's own authority requirements are satisfied. The Order Form or referenced project record will identify applicable license or exemption information, permit administration and fees, and work requiring another licensed trade or engineer. Client remains responsible for owner approvals and overall building operations. Contract exclusions cannot shift Company's nondelegable legal duties.

4.5 Company will use reasonable care to avoid damage and restore penetrations and firestopping within its contracted scope as required by law. Concealed utilities, asbestos, lead, mold, structural defects, and pre-existing damage will be documented when discovered. Company may pause affected work until qualified remediation is complete. Each party bears responsibility for damage caused by its own negligent work, subject to lawful limitations in Section 13.

4.6 Client will not cover, conceal, paint, relocate, energize contrary to instruction, or permit others to alter unfinished Company work before required inspection and testing. Client is responsible for its contractors' interference, damage, lost materials, and resulting authorized rework. Company will investigate defects without assuming responsibility for an entire system modified by others; warranty exclusions apply only to problems caused by the modification. Company may photograph relevant work and conditions for project records, subject to confidentiality and reasonable site restrictions.

05Pricing and payment

5.1 Unless an accepted proposal expressly provides a different schedule, installation projects require a fifty-percent deposit before procurement and scheduling, and the remaining fifty percent is invoiced and due upon substantial completion of Company's scope under Section 7. Company will deliver the completion notice and balance invoice at that milestone; the balance is not payable before that invoice is delivered. The ten-business-day acceptance review does not create a separate payment extension, subject to Section 5.3 and lawful withholding for a material deviation. The deposit is credited to the price and is not entirely earned merely upon acceptance. A higher deposit, staged equipment payment, or progress billing may be specified in the proposal; Company need not procure beyond its agreed funding schedule. Approved installation changes follow their own payment schedule or, if unstated, this same fifty-percent deposit and completion-balance structure. Other invoices are due thirty days after issuance unless the accepted Order or mandatory law states otherwise.

5.2 Client is the primary payment obligor. Payment is not contingent on a lender, investor, title company, construction draw, property owner, tenant, general contractor, insurer, or other third party paying or approving Client's request. An instruction to invoice another party does not release Client. A different payer assumes liability only through a written agreement accepted by Company and that payer; Client is released only by an express written novation.

5.3 Client must notify Company in writing within fifteen days after receiving an invoice of any reasonably discoverable billing dispute, identifying the affected line, amount, grounds, and available supporting records. This notice requirement does not waive nonwaivable rights, latent defects, or matters not reasonably discoverable in that period. The parties will investigate promptly. Original-scope charges, approved changes, separate properties, and separate Orders remain separately payable; only an amount reasonably related to the good-faith dispute may be withheld to the extent law permits. No cross-affiliate setoff or condition applies without Company's written agreement.

5.4 Any automatic-payment authorization must be separately recorded and comply with applicable rules. Company will not automatically debit a timely disputed amount during reasonable investigation; that restriction is not a finding that the amount is unowed. Undisputed overdue balances accrue simple interest at the lesser of 1.5 percent per month and the maximum lawful rate, with mandatory statutory interest controlling where applicable and no duplicate interest recovery. Actual returned-payment charges and lawful reasonable collection costs are reimbursable. After an unresolved dispute has been reviewed, either party may pursue the agreed dispute process without suspending unrelated payment obligations.

5.5 For an undisputed overdue payment, Company may suspend affected future performance after at least seven days' written notice identifying the default, amount, intended suspension, and means to cure, or after any longer period required by law. Only the identified affected performance may be suspended; statutory requirements and Section 8.4 control. The schedule extends reasonably, and previously accepted remobilization and storage rates apply; new rates require agreement. After material payment default, Company may require advance payment for new work. A good-faith dispute does not require Company to perform unapproved extras or advance additional vendor funding beyond existing obligations.

5.6 Prices are accepted resale prices unless expressly designated cost-plus. Company's costs, discounts, rebates, and margins are confidential, except disclosures legally required or expressly agreed. A supplier's direct invoice, cost disclosure, or different list price does not change Client's accepted resale price or create a refund entitlement. Company will supply agreed product identification, serial numbers, warranty information, and closeout records; supplier cost receipts are not ordinarily included.

5.7 Company will disclose proposed pre-procurement changes in vendor pricing, freight, tariffs, or availability and obtain written approval before passing through additional cost or substituting a materially different product. If approval is withheld, the parties may revise or cancel the affected unprocured portion, with Client paying only earned fees and unavoidable previously authorized commitments, less credits. Taxes and expenses are charged as identified in the Order Form or required by law.

5.8 Retainage and lien documents are governed by applicable law. No retainage applies unless stated in the Order Form or required by law. Company will provide legally appropriate sworn statements and payment-specific lien waivers. A waiver will identify its payment, property, work period, and excluded unpaid claims; conditional waivers will be used where lawful and appropriate. Company is not required to release unpaid claims or execute an inaccurate unconditional final waiver to collect a partial payment. A final release requires a separate accurate reconciliation. Mandatory waiver forms and restrictions control. Nothing creates a lien where none exists or extends a statutory filing deadline.

5.9 Company's own recurring support fees remain fixed during each twelve-month term unless the accepted Order expressly provides otherwise. At each annual renewal, Company may increase those own-service fees by up to five percent of the then-current own-service rate, provided Company delivers written notice of the revised rates at least sixty days before the renewal date and any longer period required by law. This is an adjustment mechanism accepted with this Agreement and does not require a new acceptance for a timely noticed increase within the limit. Without timely pricing notice, the prior own-service rate applies for the renewal term unless the parties expressly agree otherwise. An increase exceeding five percent requires Client's express written agreement. This limit excludes separately identified vendor subscription charges, taxes and authorized pass-through charges; vendor increases may pass through only under a mechanism expressly accepted in the Order. Added quantities begin billing on approved activation. Reductions apply at the next billing period only to the extent accepted minimums and vendor commitments permit.

5.10 For a time-and-material installation, the fifty-percent deposit is calculated against the expressly approved initial budget or estimate unless the Order provides otherwise, and actual approved charges are reconciled against it. The deposit does not convert an estimate into a fixed price or increase an approved spending cap. Company will obtain approval of additional funding before work requiring a larger deposit or cap. Unallocated advance funds are credited or refunded on final reconciliation under Section 11.3. For an agreed phased installation, the proposal must identify each phase's price, deposit, completion milestone and balance; Company may not create new progress milestones unilaterally.

06Equipment and third party platforms

6.1 Client-approved special-order, custom, activated, programmed, or nonreturnable items may not be canceled except to the extent the supplier permits. Any cancellation charge is limited to authorized incurred and unavoidable costs, less refunds and credits, without duplicate recovery. Returns require supplier approval and disclosed actual restocking and freight charges.

6.2 Unless an Order Form provides otherwise, risk of loss transfers on delivery to the project site or Client's designated recipient, excluding loss caused by Company's subsequent handling or negligence. Company bears transit risk for shipments it arranges until that delivery. Client will promptly report visible damage and permit inspection. Title to movable goods transfers upon full payment, subject to mandatory law concerning fixtures; Company has no right to enter or remove installed equipment without lawful authority. Security interests, if required, need an appropriate separate document.

6.3 Manufacturer and platform terms govern third-party licensing, subscriptions, warranty coverage, cloud availability, and vendor transfer processes. Before acceptance, Company will identify the provider, material recurring charges, commitment and renewal dates, cancellation windows, minimum quantities, and transfer restrictions, and provide or identify the applicable provider terms by title and version or date. Company will retain a dated copy of, or other reliable record establishing, the terms presented and the required acceptance record, including who accepted and when. Client must separately accept provider terms when required; acceptance of this Agreement alone does not establish acceptance of unidentified provider terms. Later vendor changes do not by themselves authorize additional Company charges beyond Section 5.9 or another expressly accepted mechanism. Company will not represent that it can bind a provider to a credit, refund, service level, feature, or transfer the provider has not agreed to supply.

6.4 Vendor subscriptions and Company's own support are separate. Paying a cloud or credential subscription does not purchase unlimited integrator labor. Client remains responsible for disclosed, authorized, noncancelable vendor commitments through their actual end date, less recoverable credits, even if Company's services end. Company will reasonably cooperate in available cancellation or transfer to reduce avoidable expense.

6.5 Integration depends on the identified platform versions, APIs, firmware, network, and configuration. Company warrants its expressly contracted integration work under Section 12; it does not guarantee future third-party compatibility or unreleased features. Supplier discontinuance or later changes may require a separately approved upgrade. A failure of the original work to meet agreed acceptance criteria remains Company's responsibility under this Agreement.

6.6 Company will distinguish the property owner's platform administrator from the integrator's commercial billing contact. For Company-resold subscriptions, Company is the supplier billing contact unless the supplier requires otherwise or the parties agree otherwise. Client must promptly forward misdirected commercial notices and must not change subscription ownership or billing arrangements in a way that leaves Company liable without a completed supplier-approved transfer. Client-owned accounts remain Client property. This Agreement does not prevent lawful direct vendor communications or bind a vendor to integrator confidentiality; Company will seek appropriate supplier protections separately.

6.7 For equipment, cabling, software or designs supplied by Client or another contractor, Company warrants only its own expressly contracted work and does not assume the supplier's product warranty or an unpurchased compatibility assessment. Company will identify incompatibility or deficiencies it discovers and seek approval before substituting, repairing, or performing additional diagnosis. Company remains responsible for negligent handling or defective work within its scope. Unless expressly assigned to Company, Client obtains return authorizations, replacement items, licenses and supplier support for Client-supplied products. Any Company assistance uses accepted rates or a separately approved scope.

07Commissioning and acceptance

7.1 Each Order Form will identify objective tests and handoff items, including applicable door operation, credential enrollment and revocation, gate and intercom interfaces, camera views and recording, network performance, automation sequences, and AV functions. Company will document results, exceptions, and prerequisite failures. Safety and legally required tests cannot be waived by commercial acceptance.

7.2 Company will give written notice when its contracted work or an agreed separable phase is substantially complete: installed and commissioned to the applicable criteria and capable of its intended contracted use, except minor items that do not materially impair that use. Completion of another trade's work, whole-building occupancy, a lender draw, or an unrelated integration is not a condition unless expressly stated. A missing essential contracted function is not a minor item. This contractual billing milestone does not redefine statutory substantial completion, statutory retainage release, or a legally required inspection.

7.3 Client has ten business days after completion notice and reasonable testing access to accept or provide a specific written list of material deviations from agreed criteria. Company will correct substantiated deviations within a reasonable time and reoffer affected work for testing. If no material deviation is identified in that period, the work is deemed commercially accepted for ordinary completion and invoicing, without waiving warranty or nonwaivable rights. Beneficial use is evidence of completion of the used portion, but does not alone establish completion of materially unfinished work. Minor punch-list items do not defer the entire balance; lawful withholding must reasonably relate to the unresolved item. New preferences and additions require approved changes.

7.4 Closeout includes existing Client-specific administrative access, the installed equipment inventory and available serial numbers, agreed as-built or marked-up drawings, commissioning results, relevant licenses and warranty information, and training specified in the Order Form. Comprehensive CAD files, proprietary source files, reusable programming libraries, and Company's internal records are excluded unless expressly purchased. Company will not withhold information required for safe operation or by law.

7.5 Training attendees, duration, subject matter, format, and number of sessions must be stated in the Order Form. Company will document delivery and provide agreed operating instructions. Replacement staff training, repeat sessions, advanced administration, footage exports, and new integrations are separately billable unless included in a support plan. Undelivered included training remains part of Company's obligation.

7.6 If Company cannot finish final testing or handoff solely because Client fails to provide access, its personnel, a required decision, or another prerequisite, Company will document the remaining work and give at least ten business days' written opportunity to enable completion. Company may then invoice the completed and conforming work and accepted authorized commitments, crediting or reserving the reasonably allocated value of its unperformed work rather than deeming untested safety functions accepted. Remaining work will be rescheduled when prerequisites are ready; agreed return-trip rates apply. Company-caused delay or deficient work does not trigger this provision.

08Support and operational safety

8.1 Installation does not establish recurring maintenance, monitoring, battery replacement, patching, footage review, credential administration, resident help desk service, or twenty-four-hour availability. Only an accepted support Order Form creates those duties and must identify covered sites, devices, hours, response commitments, visits, exclusions, renewal, and fees. Express service-level commitments and remedies in that Order Form control over general statements here.

8.2 Submit requests through support.alpheento.com or [email protected] so they can be tracked and assigned. Personal calls, texts, and direct owner emails do not establish a response commitment or scheduled visit unless Company acknowledges the request through its service process. Ordinary support hours are Monday through Friday, 9 a.m. to 5 p.m. Central Time, excluding federal holidays and closures communicated in advance, unless the support Order states otherwise. Uncontracted after-hours work is subject to availability and approval of its quoted rate. A ticket does not authorize unlimited spending. For immediate danger, Client must use emergency responders and its onsite emergency plan rather than rely on a support ticket. Actual receipt of a legally significant safety or preservation notice is not nullified solely because the sender used another channel.

8.3 Before assisting a new third-party installer or integration, Company may require direct technical coordination, interface specifications, responsibility allocation, a written scope, and advance payment. New work does not take priority over existing scheduled engagements merely because another installer is onsite. Troubleshooting third-party changes is billable unless the issue is a covered Company defect.

8.4 Company will not remotely disable egress, intentionally lock out occupants, delete recordings, or disable installed Client-owned security systems as a debt-collection measure. Company may suspend its labor and optional services lawfully after required notice. Before any subscription lapse or service suspension reasonably likely to affect access or safety, Company will explain known effects and reasonably cooperate on a safe transition. Client must maintain a practical fallback for outages. Company need not finance subscriptions after its contractual or legal obligation ends.

8.5 Company is a technology integrator, not an insurer, guard service, emergency responder, or continuous monitoring center unless a separately accepted, legally compliant scope expressly provides otherwise. Systems reduce certain risks but do not guarantee prevention or detection of intrusion, injury, theft, package loss, unauthorized entry, or equipment failure. Client retains responsibility for staffing, emergency procedures, security policy, and insurance.

8.6 Client is responsible for routine battery changes, mechanical door and gate condition, user permissions, prompt credential revocation, and outage reporting except where expressly assigned to Company. Internet, power, cloud, mobile devices, radio conditions, weather, and mechanical alignment can affect operation. Client will maintain approved backup access and emergency procedures. Company will explain configured fail-safe or fail-secure behavior and test contracted interfaces; Client instructions cannot override applicable egress or safety law.

8.7 Unless expressly purchased, no automatic alert creates a duty of continuous review, dispatch, security intervention, or guaranteed restoration. Client remains responsible for routine functional checks and reporting, maintenance of its own power, internet, mechanical hardware, batteries, and manual access arrangements. Client will not use consumer smart-home or convenience devices as the sole means of required life-safety protection. Required safety interfaces, inspections, release devices, and tests must be allocated and performed by qualified parties; no risk acknowledgment authorizes an unsafe installation.

8.8 Support of an inherited or previously installed system begins with the supported inventory, known defects, supported versions, and any exclusions identified in the accepted support Order or agreed baseline report. Company does not adopt responsibility for all historic defects by accepting a limited repair or support task. A baseline assessment is limited to its purchased tests and accessible conditions. Company will report material defects it discovers; newly discovered remediation requires approval unless it corrects Company's own covered defect or law requires immediate action. Continued use of a known degraded system does not waive independent safety duties or authorize an unsafe configuration.

09Privacy recordings and cybersecurity

9.1 Client determines lawful camera locations, audio settings, notices and consent, resident and employee policies, and retention needs. Biometric identification, audio recording, covert surveillance, and other regulated functions require express scope and any required legal review and consents before activation. Company remains responsible for laws applicable to its own processing and work.

9.2 Footage storage duration depends on capacity, settings, scene activity, connectivity, hardware condition, and vendor services. No retention period, image-identification result, evidentiary sufficiency, cloud backup, or continuous recording is guaranteed unless expressly contracted with measurable criteria. Client will routinely verify operation and promptly provide camera, date, time, and preservation details when needed. Company has no routine duty to inspect recordings or anticipate legal holds.

9.3 Only verified authorized representatives may direct footage release, account changes, or sensitive exports, except as law otherwise requires. A preservation request should identify the cameras or records, dates, times and time zone, and requested retention. Company will promptly assess received preservation instructions and disclose capability and timing limits; it will not knowingly destroy material subject to an applicable preservation duty. Additional retrieval, review, recovery, export, storage, or litigation assistance is billable at accepted rates or under a separately approved scope. A payment dispute or missing support subscription does not excuse a legal preservation obligation; preserving existing material does not promise that overwritten or unavailable material can be recovered.

9.4 Each party will use reasonable safeguards for credentials and information in its custody. Company will use Client-specific accounts or delegated access where feasible and secure methods for credential transfer. Client will maintain agreed network segmentation, updates, multifactor authentication where supported, and restricted administrator access. A rejected recommended control will be documented with its consequences; no waiver excuses Company's independent legal duties or unrelated defects.

9.5 Company will notify Client without undue delay after Company reasonably believes a security incident has materially affected the confidentiality, integrity or availability of Client information in Company's custody or Client systems within the purchased services, and sooner when law requires. Initial notice will provide reasonably available material facts, known or suspected effects, immediate protective steps and a response contact; Company will provide material updates as its assessment develops. Company need not delay preliminary notice until the incident or its cause is confirmed, and preliminary notice does not itself establish fault or liability. Notices will use Client's designated incident contact and, if unavailable, its formal notice contact, with reasonable additional direct contact where urgent protective action is needed. Each party bears its own applicable legal notification duties and will reasonably cooperate with required response. Neither party may prevent a legally required notification. Costs and responsibility are allocated according to this Agreement and legally attributable conduct, subject to Section 13; incident response is not unlimited included labor.

9.6 Biometric enrollment or identification, facial or voice recognition, and audio recording are excluded unless expressly enabled under an accepted scope and documented lawful prerequisites. An Order must identify the feature, data collected, provider and storage location, permitted access and disclosures, retention and deletion process, and the party performing required notices and obtaining releases. Company may decline activation until the requirements applicable to its work are satisfied. A Client business signature is not consent from each resident, employee or visitor. Each party remains independently responsible for laws applicable to its own collection, possession, disclosure or processing; neither an indemnity nor a Client assurance eliminates those duties.

9.7 Client authorizes the remote access and reasonable operational logging necessary for the expressly purchased services, using designated accounts and safeguards. This authorization does not permit unrelated surveillance, sale of recordings or personal information, or use of Client recordings or biometric data to train general-purpose models. Additional processing purposes, data residency, subprocessors and regulated-data requirements must be documented in an appropriate addendum where required. Access to a dashboard does not itself create a continuous monitoring duty. Company may retain limited security, service and claim records as otherwise permitted by this Agreement and law.

10Ownership and confidentiality

10.1 Client retains ownership of its data, recordings and Client-owned business accounts regardless of an invoice dispute. Title to purchased equipment is governed by Section 6.2, and third-party accounts and materials remain subject to provider rights. Company retains its reusable designs, methods, libraries, source code, templates, tools and internal business records. For paid custom configurations and programming embedded in the installed system, Client receives a perpetual, nonexclusive license to operate and maintain that installed system and permit its successor contractor to do so, subject to third-party licensing. This license does not transfer Company's reusable source libraries or permit their separate resale. Source files and editable projects are delivered only when expressly purchased. No ownership reservation permits Company to disable occupied-building access or withhold Client data contrary to Sections 8.4 and 11.4.

10.2 Each party will protect nonpublic information reasonably understood as confidential, use it only for the engagement, and disclose it only to persons with a need to know and protective duties. Exceptions include information lawfully known, independently developed, lawfully received, or public without breach. Legally required disclosure is permitted with prior notice where lawful. Trade secrets remain protected while qualifying; other information remains protected while confidential.

10.3 Client may retain and use any preliminary design expressly offered for Client's use. Detailed engineering, source files, and reusable libraries transfer only as stated in the accepted Order; paying for installed configuration does not itself transfer source ownership. Company will provide the promised deliverables and operational rights in Sections 7 and 10.1. Public use of Client's name, logo, photographs identifying Client, or case study requires advance written approval. Client supplies any needed third-party permissions for approved publicity.

11Term termination and transition

11.1 Project Orders continue through performance and required closeout. UNLESS THE ACCEPTED SUPPORT PROPOSAL EXPRESSLY STATES OTHERWISE, PURCHASED RECURRING SUPPORT HAS AN INITIAL TWELVE-MONTH TERM FROM ITS SERVICE START DATE AND AUTOMATICALLY RENEWS FOR SUCCESSIVE TWELVE-MONTH TERMS UNLESS EITHER PARTY DELIVERS WRITTEN NONRENEWAL NOTICE AT LEAST THIRTY DAYS BEFORE THE CURRENT TERM ENDS. A support Order must identify the start date, covered scope, fees, billing cadence and any minimum quantities and must conspicuously repeat the renewal and cancellation terms before acceptance. Installation or a vendor subscription alone does not purchase support. Nonrenewal takes effect at the end of the current term and does not cancel an existing payment obligation or a separately disclosed vendor commitment. Required statutory reminders, cancellation methods and nonwaivable rights control. Renewal pricing is governed by Section 5.9; early termination is governed by Sections 11.2 and 11.7.

11.2 Either party may terminate an affected Order for material breach not cured within thirty days after written notice identifying the breach and requested cure, subject to mandatory law. A nonmonetary breach that cannot reasonably be cured in that period may receive an agreed written extension if cure promptly begins and diligently continues; payment extensions require express agreement. Unsafe or unlawful affected work may be suspended immediately with prompt notice. Company may terminate affected work for credible threats to personnel, continued illegal instructions, or failure to restore safe access after notice where practicable. Client may terminate an affected Order for convenience by written notice under Section 15.3 identifying the Order and effective date, which may not precede effective receipt unless the parties agree otherwise. After receipt, Company will stop work and avoid new commitments for the terminated scope as reasonably practicable, subject to the stated effective date, safe shutdown and transition duties, and existing authorized unavoidable commitments; the notice does not authorize new scope or spending. The financial consequences are governed by Sections 11.3 and 11.7. Company may not abandon an installation or fixed-term support engagement for convenience during its term, but may elect timely nonrenewal under Section 11.1. Any proposal-authorized month-to-month support may be ended by either party on thirty days' written notice. Transition duties survive.

11.3 On Client convenience termination, or Company termination for Client's uncured breach, Client owes completed work at the accepted price, delivered and authorized nonreturnable goods at the accepted resale price, unavoidable authorized supplier cancellation or commitment charges, and reasonable documented demobilization and storage charges at accepted rates. Deduct payments and supplier credits and avoid duplicate recovery. Company will reasonably mitigate avoidable expense. Unperformed future installation labor is not automatically accelerated; remaining fixed-term support charges are governed by Section 11.7. Any additional reservation fee or installation-subsidy recovery requires express acceptance in the Order and may not duplicate another charge. Company will provide a written reconciliation and return any unused net advance within thirty days after amounts can reasonably be determined, with status updates for unresolved supplier credits. Company breach does not excuse payment for conforming earned work, but does not entitle Company to payment for unperformed work or transition caused solely by its uncured breach.

11.4 After Client authorizes a verified recipient, Company will securely provide existing Client-owned credentials, available Client data in its possession, and existing contracted closeout deliverables within ten business days, or sooner where law or known safety needs require. This routine release is not conditioned on payment or settlement of an outstanding or disputed invoice. Company need not disclose shared master credentials, another customer's information, or proprietary source materials not purchased. Company may use a Client-specific account, delegated transfer, or secure credential rotation to avoid exposing shared access. New recovery, rebuilding, reconfiguration or custom exports are separately addressed in Section 11.5; Company will promptly identify technical barriers and an available handoff method. These duties do not require creation of unpurchased new documentation or transfer of a nontransferable vendor license.

11.5 Additional account recovery, vendor transfers, migration, reconfiguration, training, rebuilding, custom exports, and coordination require an approved scope and may require advance payment, except work required by law or to remedy Company's covered breach. Existing credential release is not converted into a new paid recovery project merely for billing purposes. Vendor transfers are effective only when confirmed by the provider; Company will reasonably cooperate, identify required Client actions and known commitments, and disclose restrictions without guaranteeing eligibility or timing. No shared integrator account or nontransferable license is promised as Client property.

11.6 Company may remove its own tools and revoke its delegated access after verified handoff or termination using reasonable care to avoid disrupting Client-owned systems and without intentionally disabling those systems, and will identify support duties that end. It will delete active operational copies of Client information within thirty days after completed handoff; if Client does not cooperate, Company may set a deletion date by at least thirty days' final written notice offering existing data through a secure method. Legal holds, mandatory retention, tax, insurance, claim-defense records, security records, and ordinary backup cycles remain exceptions. Company need not create new archives of footage it does not hold. Retained information remains protected and is deleted when its legitimate retention basis expires. Mandatory data-access or retention duties control.

11.7 If Client ends a fixed-term support Order for convenience before its current term expires, or Company ends it for Client's uncured material breach under Section 11.2, Client owes accrued unpaid charges plus compensation for Company's actual net contract loss from the terminated remainder of that current term, calculated as the remaining Company own-service support fees less Company's reasonably ascertainable costs avoided by ending that service and any credits or amounts already paid for the same period. The formula is intended to compensate loss, not impose a penalty; recovery may not exceed the loss lawfully recoverable under the applicable law. Use the accepted rates for the current term, without assuming increases or later renewal terms. Client also owes disclosed, authorized and unavoidable vendor commitments through their actual permitted termination or transfer dates, less supplier credits and sums already recovered. Company will reasonably mitigate loss and provide an itemized calculation and reasonable supporting explanation showing the remaining period, fees, avoided costs, prepaid amounts and separate vendor commitments. Accrued charges and amounts included in the net-loss calculation must not overlap; the same loss or cost may not be recovered twice under this Section or another remedy. These amounts become due on that reconciliation invoice under the otherwise applicable payment terms. If Client properly terminates for Company's uncured material breach, or Company ends support without Client breach before the committed term expires, no remaining unperformed Company support fees are due, and prepaid unearned own-service fees will be refunded, subject to lawful reconciliation of earned work and unavoidable authorized vendor commitments. Termination under Section 15.5 is reconciled under that Section and does not accelerate remaining own-service support fees. Nothing overrides a nonwaivable termination right.

12Workmanship and product warranties

12.1 Company will perform its work professionally and in a workmanlike manner and meet agreed specifications. The accepted installation proposal must expressly state its workmanship correction-warranty period and any project-specific coverage; this Agreement supplies no default duration. Company will identify the warranty period before installation authorization. Unless the proposal provides otherwise, the stated period begins at commercial acceptance of the affected work; a substantially completed, conforming portion may begin its period upon beneficial use only if Company gives written notice identifying the portion and start date. Testing, temporary use or use of materially unfinished work alone does not start the period. Client must report discovered defects promptly and provide reasonable access and evidence. A covered defect discovered within the agreed period and reported within thirty days after discovery remains eligible even if the period expires meanwhile. Correction does not restart the entire system warranty unless expressly agreed. Omission of a period does not itself void an otherwise accepted Order or waive implied warranties, latent-defect rights or other nonwaivable rights; it must be resolved expressly and must not be treated as a contractual exclusion of all workmanship responsibility.

12.2 Company will investigate reported workmanship defects and repair or reperform covered work without additional labor or materials charges. If a covered defect cannot reasonably be corrected after reasonable opportunity, Company will refund the service fees allocated to the defective portion. Subject to mandatory law and Section 13, these are the exclusive remedies for breach of this express workmanship warranty. Company may quote diagnostic, access-equipment, travel, removal, reinstallation, and return-trip charges for a noncovered issue, but must use previously accepted rates or obtain approval before billable work; a reported defect does not authorize unrestricted diagnostic charges. Client may take reasonable urgent safety measures through qualified personnel, should preserve evidence, and must notify Company promptly.

12.3 Manufacturer warranties are passed through where available. Coverage, duration, advance replacement, freight, removal, access equipment, reinstallation, and turnaround are governed by the identified warranty or separately purchased coverage. Company will reasonably assist with claims. Removal and reinstallation labor are billable unless covered by Company workmanship obligations or expressly included. A product warranty is not an onsite service plan. Client-caused damage, normal wear, consumables, third-party modifications, and pre-existing mechanical conditions are excluded only to the extent they caused the problem; unaffected Company warranty duties remain.

12.4 EXCEPT FOR EXPRESS WARRANTIES HERE OR IN AN ORDER FORM AND NONWAIVABLE RIGHTS, COMPANY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT LAWFULLY DISCLAIMABLE. Third-party products carry their suppliers' warranties. Company does not warrant uninterrupted operation, absolute security, crime prevention, specific energy savings, occupancy, rent increases, or future platform features unless expressly accepted with measurable obligations.

13Allocation and limitation of liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 13.3, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST RENT, LOST OPPORTUNITY, BUSINESS INTERRUPTION, OR LOST DATA TO THE EXTENT SUCH LOSS IS CONSEQUENTIAL, EVEN IF ADVISED OF THE POSSIBILITY. Reasonable direct recovery costs are not automatically consequential solely because data is involved. Client's payment obligations remain payable. The lost-profit exclusion does not bar the expressly agreed compensation for actual net contract loss under Section 11.7, subject to that Section's deductions, mitigation, lawful-recovery limit and prohibition on duplicate recovery. Covered third-party awards, settlements, and reasonable defense costs under Section 14 are governed by that Section and the applicable limits here, not automatically excluded merely because the third party describes consequential loss.

13.2 SUBJECT TO SECTION 13.3, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING FROM A PROJECT ORDER WILL NOT EXCEED THE COMPANY SERVICE FEES PAID OR PAYABLE UNDER THAT ORDER. For recurring support, the cap is Company's own support fees paid or payable for the twelve months preceding the first event in the related claim series, or, if fewer than twelve months have elapsed, twelve times the monthly Company support fee in effect at that event (using a monthly equivalent for other billing frequencies). This annualization defines only the liability cap and does not create a twelve-month payment commitment. Hardware, third-party licenses, taxes, freight, and other separately stated pass-through amounts are excluded. Where service fees are not separately identified in the accepted pricing, the applicable total Order or support fees, excluding separately stated taxes and pass-throughs, are used rather than a zero or later unilateral allocation. Related claims share one applicable cap; if the same loss implicates both project and support Orders, the greater applicable cap applies without stacking or double recovery. Separate unrelated losses under other Orders remain subject to their own applicable cap. The limits apply regardless of contract, negligence, or other legal theory to the extent lawful.

13.3 The exclusions and caps do not limit fraud, willful misconduct, gross negligence, bodily injury or death, physical damage to tangible property directly caused by Company's negligent physical installation or repair work, or liability that applicable law does not permit to be limited. For this exception, theft, loss of use, loss of data, or a system's failure to prevent a third party's conduct is not by itself physical damage directly caused by Company's physical work; bodily-injury and mandatory-law exceptions still apply. Client payment obligations remain payable. Ordinary confidentiality, cybersecurity, and intellectual-property claims remain subject to the applicable cap where lawful. Insurance does not expand a contractual cap or promise coverage unless expressly agreed in a signed addendum.

13.4 These allocations reflect the agreed service price. Company does not insure Client's property or operations. Any greater negotiated contractual limit must be expressly agreed before the affected work and may require revised price and insurance. No security disclaimer excuses a nonwaivable legal or safety duty. Applicable statutory limitation and repose periods govern claims; neither ongoing discussions nor mediation automatically extends them. Each party will reasonably mitigate its loss and avoid duplicate recovery.

13.5 For a standalone hardware sale or procurement-only Order with no Company service fee, the aggregate cap for a claim concerning the supplied goods or their procurement is the accepted resale price paid or payable for the affected goods, subject to Section 13.3. This does not create an additional product warranty. No liability cap permits Company to keep unused advances, duplicate payments, supplier credits owed to Client, or an expressly owed contractual refund. Company's officers, employees and subcontractors may invoke the applicable exclusions and limits for Client claims arising from their authorized performance for Company; this does not create separate or multiplied caps, protect conduct excepted by Section 13.3, or bind a nonsignatory claimant.

14Third party claims and insurance

14.1 Client will indemnify Company against third-party claims and reasonable related defense costs, but only to the extent caused by Client's negligent or intentional acts, unlawful instructions, missing rights or consents for Client-provided materials or directions, or Client's breach of its recording or privacy duties. No indemnity or defense-cost obligation covers Company's own negligence, wrongful conduct, or nondelegable legal duties. Mixed claims must be allocated according to legally attributable responsibility. Construction anti-indemnity law controls; this provision does not create a duty to fund a defense broader than the lawful indemnity. This clause does not bind tenants or other nonsignatories to waive claims.

14.2 For an authorized use of a paid Company-created proprietary deliverable alleged to infringe a third party's US intellectual-property right, Company will defend the covered claim and pay finally awarded damages, reasonable covered defense costs, and approved settlements, all within the applicable aggregate cap in Section 13. Company may obtain continued use, replace or modify the affected deliverable, or terminate that portion and refund its allocated service fees. This excludes claims caused by Client-provided designs, unauthorized modifications, combinations not supplied or required by Company, and third-party products. Company will reasonably assist in passing through available supplier remedies for third-party products, without assuming a supplier's defense duty.

14.3 The party seeking protection will promptly notify the other, provide reasonable cooperation, and permit control of a covered defense, subject to conflicts and mandatory law. Delay relieves obligations only to the extent materially prejudicial. No settlement may impose an admission, nonmonetary duty, or uncovered liability on the protected party without its written consent. No provision requires an unlawful defense or indemnity.

14.4 Company will maintain workers' compensation as legally required and commercially reasonable general liability and other coverage appropriate to its contracted work. Particular limits, additional-insured endorsements, waiver of subrogation, bonds, professional liability, or cyber coverage must be expressly agreed before work and supported by available coverage. A certificate alone does not amend an insurance policy. Client insures its premises, purchased equipment, and operational risks.

15Disputes and general terms

15.1 A party will first give written dispute notice under Section 15.3 and allow the designated managers ten business days after effective receipt to attempt resolution. Either party may request mediation by written notice within ten business days after that initial period ends. If no mediation request is effectively delivered within that further period, either party may proceed in court; the parties may still voluntarily agree to mediate. If mediation is timely requested, the parties will try to select a mediator within fifteen days after effective receipt of the request and attend within thirty days after selection, remotely unless otherwise agreed. Either party may proceed in court if the other refuses mediation or fails reasonably to cooperate, or if the dispute remains unresolved sixty days after effective receipt of the timely mediation request, unless the parties expressly agree to extend that period. This process does not bar protective filing, lien or bond notices or claims, statutory suspension, collection of undisputed debt, insurer-required action, or urgent injunctive relief, and does not toll deadlines. Mediator fees are shared equally unless agreed otherwise.

15.2 Illinois law governs except nonwaivable law of the project jurisdiction. Subject to mandatory venue rules, the parties consent to exclusive jurisdiction in the state courts in Madison County, Illinois, or the United States District Court for the Southern District of Illinois. Property-specific lien and bond proceedings may be brought where required. Each party bears its own legal fees except reasonable lawful collection costs and nonwaivable statutory fee rights. No binding arbitration or jury waiver is imposed by this Agreement.

15.3 Formal notices must identify the Agreement, affected Order, and notice purpose and be emailed to the designated notice contacts, with Company's default contact [email protected], or delivered by a tracked carrier to the Order Form notice address. Email notice is effective on acknowledged receipt or other reliable evidence of delivery to the designated address; absence of a bounce alone is not proof. If delivery cannot be confirmed, the sender must use tracked physical delivery or another agreed verifiable method. Statutory notices must use the method and timing required by law. Routine support uses Section 8.2. Each party will promptly update its contacts; a change of ownership or manager does not silently change the contracting entity or release payment.

15.4 Company is an independent contractor and may use qualified subcontractors bound to appropriate confidentiality and safety duties. Neither party may assign its performance obligations without consent, not unreasonably withheld, except to a successor assuming those obligations in a bona fide sale or reorganization. An assignment does not release accrued payment obligations without express agreement.

15.5 Neither party is responsible for performance prevented by an event beyond its reasonable control after prompt notice and reasonable mitigation. Financial inability, ordinary staffing shortages, or a party's own noncompliance alone is not such an event. Accrued payments remain due. The affected schedule extends reasonably, but unperformed work is not charged merely because delay occurred. After sixty days of continuous material prevention, either party may terminate the affected unperformed portion by written notice, reconciling conforming earned work and unavoidable authorized commitments and refunding unused net advances without duplicate recovery. Company cannot use this clause to avoid a required safe handoff.

15.6 This Agreement, accepted Orders, and incorporated addenda are the entire agreement on their subject. Changes require authorized written agreement. Invalid provisions are severed or narrowed only as law permits. Nonenforcement is not a continuing waiver. Electronic signatures and counterparts are effective. Except for the limited right of Company personnel and subcontractors to invoke Section 13.5, no tenant, resident, user, affiliate, or other nonparty is an intended beneficiary. Payment, ownership, confidentiality, applicable warranties, liability, indemnity, disputes, and accrued rights survive as their nature requires.

15.7 This commercial form does not replace mandatory consumer, residential, public procurement, prevailing wage, licensing, accessibility, privacy, or construction requirements. Before an affected Order is accepted, the parties will execute any required site or jurisdiction addendum and statutory notices. Company may not commence regulated work without required authority. No provision waives a nonwaivable right.

AOrder and change records

Each accepted Order must identify the parties, site, scope and quantities, exclusions, material interfaces and prerequisites, accepted price and service-fee allocation, payment milestones, rates, vendor commitments, schedule assumptions, acceptance criteria, promised closeout and training, warranty variations, and any purchased support term and renewal structure. Retain the complete accepted package and the specific Agreement version with both parties' acceptance. The companion Project and Support Schedules may be used to record these terms, but a different complete accepted proposal format is sufficient.

Each approved change must identify the affected Order and Client, added or removed work, fixed price or time-and-material rates and material pricing basis, cap or express uncapped authority, payment and schedule effects, and the authorized approval record. Supporting field records do not replace purchasing approval. Only completed schedules expressly accepted with an Order are incorporated; uncompleted sample schedules do not add contractual duties.