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modifications that may be recommended or directed by insurance
<br />companies, government, state, municipal or other authority. However,
<br />in the event any such recommendations occur, Carrier, at its option,
<br />may submit a proposal for Customer's consideration in addition to this
<br />Agreement. Carrier shall not be required to repair or replace
<br />equipment that has not been properly maintained.
<br />11. EQUIPMENT CONDITION & RECOMMENDED SERVICE
<br />(Service Contracts only) - Upon the initial scheduled operating and/or
<br />initial annual stop inspection, should Carrier determine the need for
<br />repairs or replacement, Carrier will provide Customer in writing an
<br />`equipment condition' report including recommendations for
<br />corrections and the price for repairs in addition to this Agreement. In
<br />the event Carrier recommends certain services (that are not included
<br />herein or upon initial inspection) and if Customer does not elect to have
<br />such services properly performed in a timely fashion, Carrier shall not
<br />be responsible for any equipment or control failures, operability or any
<br />long-term damage that may result. Carrier at its option will either
<br />continue to maintain equipment and/or controls to the best of its ability,
<br />without any responsibility, or remove such equipment from this
<br />Agreement, adjusting the price accordingly.
<br />12. PROPRIETARY RIGHTS (Service Contracts only) - During
<br />the term of this Agreement and in combination with certain services,
<br />Carrier may elect to install, attach to Customer equipment, or provide
<br />portable devices (hardware and/or software) that shall remain the
<br />personal proprietary property of Carrier. No devices installed,
<br />attached to real property or portable device(s) shall become a fixture
<br />of the Customer locations. Customer shall not acquire any interest,
<br />title or equity in any hardware, software, processes, and other
<br />intellectual or proprietary rights to devices that are used in connection
<br />with providing service on Customer equipment.
<br />13. DATA RIGHTS (Service Contracts only) - Customer hereby
<br />grants and agrees to grant to Carrier a worldwide, non-exclusive, non -
<br />terminable, irrevocable, perpetual, paid -up, royalty free license to any
<br />Source Data, with the right to sub -license to its affiliates and suppliers
<br />for (i) Carrier's performance of services pursuant to this Agreement,
<br />(ii) the improvement of Carrier services, and Carrier's Analytics
<br />Platform; (iii) improving product performance, operation, reliability,
<br />and maintainability; (iv) to create, compile, and/or use datasets and/or
<br />statistics for the purposes of benchmarking, development of best
<br />practices, product improvement; (v) the provision of services to third
<br />parties, (vi) research, statistical, and marketing purposes, and/or (vii)
<br />in support of Carrier agreements.
<br />Source Data — shall mean data that is produced directly from a system,
<br />or device and received at a collection point or a central server (e.g. a
<br />Carrier database, data lake, or third party cloud service).
<br />Analytics Platform — shall mean server algorithms or web interface
<br />systems used to (i) interpret, convert, manipulate, or calculate data, (ii)
<br />perform data processing, and/or (iii) the delivery of data to Carrier,
<br />affiliates or suppliers of Carrier, and/or Customer.
<br />14. RETURN OF DATA (Service Contracts only) - Customer
<br />understands and acknowledges that the portable devices will collect
<br />Source Data that will be stored on and/or transmitted to Carrier's
<br />servers and to suppliers or affiliates that are contracted by Carrier and
<br />used to transmit, process, extract or store such Source Data for
<br />purposes of Carrier's performance of the service in accordance with
<br />this Agreement. Once such data and information has been stored
<br />and/or transmitted to Carrier's servers, Customer agrees that such data
<br />and information shall become part of Carrier's database and therefore
<br />subject to the license terms under section 13.
<br />15. DATA DELIVERY - During the term of the Agreement Customer
<br />shall (i) make reasonable efforts to ensure that the hardware remains
<br />powered on, (ii) avoid intentional action to impede, block or throttle
<br />collection and transmission of Source Data by Carrier, and (iii) avoid
<br />intentional action to disable, turn off, or remove the hardware without
<br />Carrier's express written consent, which consent shall not be
<br />unreasonably withheld.
<br />16. REVERSE ENGINEERING - Customer shall not extract,
<br />decompile or reverse engineer any software included with,
<br />incorporated in, or otherwise associated with the hardware and shall
<br />not reverse engineer any reports or analytics provided to or received
<br />by Customer from Carrier.
<br />17. WAIVER OF DAMAGES - Under no circumstances shall Carrier
<br />be liable for any incidental, special or consequential damages,
<br />including loss of revenue, loss of use of equipment or facilities, or
<br />economic damages based on strict liability or negligence.
<br />18. LIMITATION OF LIABILITY - Carrier's maximum liability for
<br />any reason (except for personal injuries) arising from this Agreement
<br />shall not exceed the value of the payments received by Carrier under
<br />this Agreement.
<br />19. CANCELLATION - Customer may cancel this Agreement only
<br />with Carrier's prior written consent, and upon payment of reasonable
<br />cancellation charges. Such charges shall take into account costs and
<br />expenses inured, and purchases or contract commitments made by
<br />Carrier and all other losses due to the cancellation including a
<br />reasonable profit.
<br />20. CUSTOMER TERMINATION FOR CARRIER NON-
<br />PERFORMANCE - Customer shall have the right to terminate this
<br />Agreement for Carrier's non-performance provided Carrier fails to
<br />cure such non-performance within thirty (30) days after having been
<br />given prior written notice of the non-performance. Upon early
<br />termination or expiration of this Agreement, Carrier shall have free
<br />access to enter Customer locations to disconnect and remove any
<br />Carrier personal proprietary property or devices as well as remove any
<br />and all Carrier -owned parts, tools and personal property. Additionally,
<br />Customer agrees to pay Carrier for all incurred but unamortized service
<br />costs performed by Carrier including overheads and a reasonable
<br />profit.
<br />21. CARRIER TERMINATION - Carrier reserves the right to
<br />discontinue its service any time payments have not been made as
<br />agreed or if alterations, additions or repairs are made to equipment
<br />during the term of this Agreement by others without prior agreement
<br />between Customer and Carrier.
<br />22. CLAIMS - Any lawsuits arising from the performance or
<br />nonperformance of this Agreement, whether based upon contract,
<br />negligence, strict liability or otherwise, shall be brought within one (1)
<br />year from the date the claim arose.
<br />23. GOVERNMENT PROCUREMENTS - The components,
<br />equipment and services provided by Carrier are "commercial items" as
<br />defined in Section 2.101 of the Federal Acquisition Regulations
<br />("FAR"), and the prices of such components, equipment and services
<br />are based on Carrier's commercial pricing policies and practices
<br />(which do not consider any special requirements of U.S. Government
<br />cost principles, FAR Part 31, or any similar procurement regulations).
<br />As such, Carrier will not agree to provide or certify cost or pricing data,
<br />nor will Carrier agree to comply with the Cost Accounting Standards
<br />(CAS). In addition, no government procurement regulations, such as
<br />FARs or DFARs, shall apply to this Agreement except those
<br />regulations expressly accepted in writing by Carrier.
<br />Equipment and/or Service
<br />CCS-TCES 031919
<br />Carrier Corporation 3
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