MAS - K S Telecom, Inc. - 47QRAA23D008Z

GENERAL SERVICES ADMINISTRATION

FEDERAL ACQUISITION SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE FSS PRICELIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is: GSAAdvantage.gov. For more information on ordering from Federal Supply Schedules click on the GSA Schedules link www.gsa.gov.

MULTIPLE AWARD SCHEDULE (MAS)

CONTRACT NUMBER: 47QRAA23D008Z

CONTRACT PERIOD: August 11, 2023 – August 10, 2028

Modification: PO-0020, effective 7-23-2025

LARGE CATEGORY – SECURITY AND PROTECTION

Subcategory: Protective Equipment SIN 334220 Surveillance Systems, Wearable Body Cameras, and Vehicular Video Subcategory: Security Systems SIN 334290L Physical Access Control Systems (PACS) - Legacy SIN 541330L: Security System Integration, Design, Management, and Life Cycle Support

LARGE CATEGORY – INFORMATION TECHNOLOGY

Subcategory: IT Hardware SIN 33411 Purchasing of new electronic equipment Subcategory: IT Software SIN 511210 Software Licenses Subcategory: IT Services SIN 54151S: Information Technology Professional Services

LARGE CATEGORY – MISCELLANOUS

Subcategory: Complimentary Special Item Numbers (SINs) SIN OLM Order-Level Materials

CONTRACTOR: K S Telecom, Inc.

2350 Humphrey Rd | Penryn, CA | 95663-9500 Tammy Kirby| E-mail: acct@kstelecominc.com | www.kstelecominc.com Phone Number: 916-652-4735

BUSINESS SIZE: Small Business http://www.kstelecominc.com/

TABLE OF CONTENTS

Customer Information 2

About K S Telecom, Inc. 5

Our Partners 6

Order Level Materials 7

Labor Category Descriptions and Rates 8

Software Terms & Conditions – EULAS 14

CUSTOMER INFORMATION (Ordering Guidance)

1a. Special Item Numbers:

SIN 334220 Surveillance Systems, Wearable Body Cameras, and Vehicular Video SIN 334290L Physical Access Control Systems (PACS) – Legacy SIN 541330L Security System Integration, Design, Management, and Life Cycle Support

SIN 33411 Purchasing of new electronic equipment SIN 511210 Software Licenses SIN 54151S Information Technology Professional Services

SIN OLM Order-Level Materials

1b. Lowest Priced Item/SIN:

SIN 334220 H4-BO-DEMO1 $4.81/ea SIN 334290L HID MC-1000 $.37/ea SIN 541330L Technical Specialist I $112.39/hr SIN 33411 AT468-T $.14/ea SIN 511210 AC-HID-MOB-MID-SUB-T100-ADD-1-MONTH $.62/ea SIN 54151S Technical Specialist I $112.39/hr

1c. Labor Category Descriptions

See page 11.

2. Maximum Order:

SIN 334220 - $250,000; SIN 334290L - $250,000; SIN 541330L -$250,000; SIN 33411 - $500,000; SIN 511210- $ 500,000; SIN 54151S - $500,000; SIN ANCILLARY - $250,000; SIN OLM - $250,000

*Ordering activities may request a price reduction at any time before placing an order, establishing a BPA, or in conjunction with the annual BPA review. However, the ordering activity shall seek a price reduction when the order or BPA exceeds the simplified acquisition threshold. Schedule contractors are not required to pass on to all schedule users a price reduction extended only to an individual ordering activity for a specific order or BPA.

3. Minimum Order: $100.00

4. Geographic Coverage: CONUS

5. Points of Production: Penryn, CA

6. Statement on Net Price: Prices shown in pricelist are net (negotiated discount has been applied and the IFF has been added).

7. Quantity Discounts: .5% for $125k or above; or 1% for $200k or above

8. Prompt Payment Terms: Net 30 days

9. Foreign Items: None

10a. Time of Delivery: SINs 54151S & 541330L: As negotiated at the task order level

SINs 33411, 511210, 334220, 334290L & ANCILLARY: 14 days ARO for all Manufacturers

10b. Expedited Delivery: Consult with Contractor.

10c. Overnight and Two-day Delivery: Consult with Contractor for rates.

10d. Urgent Requirements: Consult with Contractor.

11. F.O. B Points: FOB Destination

12a. Ordering Address: Same as Contractor’s Address

12b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in FAR 8.405-3

13. Payment Address: PO Box 330 Penryn, CA 95663

14. Warranty Provision: Customer should contact contractor for standard warranty or possible extended manufacturer’s warranty information.

Generally N/A for services

15. Export Packing Charges: N/A

16. Terms and conditions of

Government rental, maintenance, and repair: N/A

17. Terms and conditions of Installation N/A

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices N/A

18b. Terms and conditions for any other services N/A

19. List of service and distribution points N/A

20. List of participating dealers: N/A

21. Preventive Maintenance: N/A

22a. Environmental Attributes: N/A

22b. Section 508 Compliance: N/A

23. Unique Entity Identifier (UEI): XDMSGWXUJB37

24. SAM Registration: SAM Registration valid and current.

ABOUT K S Telecom, Inc.

Welcome to K S Telecom, Inc., where high quality, competitive pricing and excellent customer service are key components of everything we do.

We have been providing quality services across northern California and beyond since 1995 and are a Certified Small Business in the State of California. Our specialty is looking at the overall project and coming up with a cost-effective design that works best for you, our customer.

Count on K S Telecom, Inc. for all your cabling, audio/visual, access control and surveillance camera needs.

Our Services Include:

• Design

• Installation

• Service & Repair

• Voice

• Data

• Fiber

• Surveillance (CCTV)

• Access Control

• A/V

• TV

• CAD & Visio Drawings

• Testing & Certification

• Warranties & Extended Warranties

Our Partners To partner with these companies, our installers, project managers, and sales team all undergo regular training. We are authorized to provide, install, and maintain low voltage cabling and components on behalf of these manufacturers. We strive to add new and growing partners as the market changes.

Our partnership with BICSI is long and consistent. We have (3) RCDD's (Registered Communications Distribution Designers), (2) BICSI Technicians, (3) BICSI Installer 2, Optical Fiber Technicians, and (2) BICSI Installer 2, Copper Technicians. We strive to be at the top in our training and knowledge of the industry and its standards.

OLM Order-Level Materials OLMs are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Schedule contract or BPA. OLM pricing is not established at the Schedule contract or BPA level, but at the order level. Since OLMs are identified and acquired at the order level, the ordering contracting officer (OCO) is responsible for making a fair and reasonable price determination for all OLMs.

OLMs are procured under a special ordering procedure that simplifies the process for acquiring supplies and services necessary to support individual tasks or delivery orders placed against a Schedule contract or BPA. Using this new procedure, ancillary supplies and services not known at the time of the Schedule award may be included and priced at the order level.

OLM SIN-Level Requirements/Ordering Instructions:

OLMs are:

- Purchased under the authority of the FSS Program

- Unknown until an order is placed

- Defined and priced at the ordering activity level in accordance with GSAR clause 552.238-115 Special Ordering Procedures for the Acquisition of Order-Level Materials. (Price analysis for OLMs is not conducted when awarding the FSS contract or FSS BPA; therefore, GSAR 538.270 and 538.271 do not apply to OLMs)

- Only authorized for use in direct support of another awarded SIN.

- Only authorized for inclusion at the order level under a Time-and-Materials (T&M) or Labor- Hour (LH) Contract Line-Item Number (CLIN)

- Subject to a Not to Exceed (NTE) ceiling price

OLMs are not:

- "Open Market Items."

- Items awarded under ancillary supplies/services or other direct cost (ODC) SINs (these items are defined, priced, and awarded at the FSS contract level)

OLM Pricing:

- Prices for items provided under the Order-Level Materials SIN must be inclusive of the Industrial Funding Fee (IFF).

- The value of OLMs in a task or delivery order, or the cumulative value of OLMs in orders against an FSS BPA awarded under an FSS contract, cannot exceed 33.33%.

NOTE: When used in conjunction with a Cooperative Purchasing eligible SIN, this SIN is Cooperative Purchasing Eligible.

Labor Category Descriptions & Rates (GSA Prices include IFF) Contractor or Customer Facility

SIN Labor Categories

8/11/2023- 8/10/2024

8/11/2024- 8/10/2025

8/11/2025- 8/10/2026

8/11/2026- 8/10/2027

8/11/2027- 8/10/2028

54151S, 541330L

Senior Project Manager

$201.71 $212.00 $222.81 $234.18 $246.12

54151S, 541330L Project Manager

$151.28 $159.00 $167.11 $175.64 $184.59

54151S, 541330L Senior Programmer

$180.76 $189.97 $199.67 $209.85 $220.55

54151S, 541330L CADD Designer

$140.25 $147.41 $154.92 $162.82 $171.12

54151S, 541330L VISIO Designer

$119.65 $125.75 $132.17 $138.91 $145.99

54151S, 541330L Subject Matter Expert

$226.70 $238.27 $250.42 $263.19 $276.61

54151S, 541330L Technical Specialist V

$201.71 $212.00 $222.81 $234.18 $246.12

54151S, 541330L Technical Specialist IV

$186.65 $196.17 $206.18 $216.70 $227.75

54151S, 541330L Technical Specialist III

$166.15 $174.62 $183.53 $192.89 $202.72

54151S, 541330L Technical Specialist II*

$146.60 $154.08 $161.93 $170.20 $178.87

54151S, 541330L Technical Specialist I*

$112.39 $118.13 $124.15 $130.48 $137.13

*Service Contract Act: The Service Contract Act (SCA) is applicable to this contract. An SCA matrix identifying the GSA labor category titles, the occupational code, SCA labor category titles and the applicable WD number is presented below.

GSA Labor Category SCA Labor Category Occupational Code Applicable WD Number

Technical Specialist II Electronics Technician Maintenance II

23182 2015-5631 Rev 17

Technical Specialist I Electronics Technician Maintenance I

23181 2015-5631 Rev 17

Labor Category Descriptions

SIN 54151S, SIN 541330L

Substitutions and Equivalencies K S Telecom, Inc. recognizes that successful performance depends on having personnel with the right skills and experience. These skills are acquired through a proper mix of education and professional experience. We have found that skills required to support today’s problems and tomorrow’s challenges are not always supported by the traditional formal education and work experience combination. Therefore, we have incorporated substitution allowances between equivalent education, certifications, and experience to provide the services required by the customer at the most reasonable price.

Equivalencies:

The following equivalencies apply, unless otherwise explicitly stated:

• Associate degree is equivalent to two (2) years of relevant experience (and vice versa)

• Bachelor’s Degree is equivalent to four (4) years of relevant experience (and vice versa)

• Master’s Degree is equivalent to bachelor’s degree + four (4) years of relevant experience, and/or six (6) years of relevant experience

• One or more certifications is equivalent to one (1) year of relevant experience (and vice versa).

• CAPM (Certified associate in project management) will suffice for 2 years’ experience.

• BICSI Registered Communications Distributor Designer (RCDD) will suffice for two years education.

• Avigilon/Access Control, Avigilon/CCTV will suffice for 2 years’ experience.

Senior Project Manager (SIN 54151S, 541330L) Functional Responsibility: Provide both high-level and day-to-day direction and management control of large or complex IT and/or Security System projects. Responsible for developing the overall project work plan and monitors the execution of the project against the work plan.

Provides technical and functional guidance to the project teams, monitors the progress of tasks and deliverables, tracks, and reports project status to the client, and ensures that all critical project issues are addressed. Also includes CAPM (Certified associate in project management), and McCormick.

Minimum Experience: Nine (9) years relevant professional experience Minimum Education: Bachelor’s degree

Project Manager (SIN 54151S, 541330L) Functional Responsibility: Provides day-to-day direction and control of IT and/or Security System projects. Responsible for developing the project/task work plan and monitors progress against the work plan. They provide technical and functional guidance to the project teams, monitor the progress of tasks and deliverables, track and report the project status to project and program management, and ensure that all critical project issues are addressed. Also certified in McCormick.

Minimum Experience: Eight (8) years relevant professional experience

Senior Programmer (SIN 54151S, 541330L) Functional Responsibility: Performs requirements analysis, software design, development, installation, testing, and maintenance for access control, video camera and audio-visual systems. Performs operating system and/or product evaluation, integration, testing, and problem diagnosis/resolution. Provides technical leadership, reviews work products, and makes technical recommendations, as needed, for changes in the technical architecture supported for IT and/or Security and Surveillance Systems. Certifications may include: BICSI, Avigilon/Access Control, Avigilon/CCTV, Axis, Belden, Digital Watchdog, Cambridge, Panduit, Leviton, Open Path, Atlona, RS2, STI and 3M Firestopping.

Minimum Experience: Nine (9) years relevant professional experience

CADD Designer (SIN 54151S, 541330L) Functional Responsibility: Prepares drawing of unique, complex, or original designs which require a high degree of precision using AutoCAD to create plans and models. Keeps up with CAD trends, arranging and attending meetings with collaborators and managers, creating models or drawings with CAD software, optimizing workflows with their team and other teams in the company. Gathers reference information from other teams or clients, revises drawings, or keeps a database of design records. Performs usually difficult assignments requiring considerable initiative, resourcefulness, and drafting expertise.

Minimum Experience: Eight (8) years relevant professional experience

VISIO Designer (SIN 54151S, 541330L) Functional Responsibility: Architects information flow to create wire frames and screen designs using Axure or HTML. Builds interactive prototypes using HTML. Performs heuristic site evaluations and competitive site analysis. Creates and revises information architecture documents such as site maps, wireframes, content matrices, flow diagrams/process maps, and user interface specifications. Facilitates usability testing with internal and external users. Visio Proficient Systems Designer capable of creating: Line Diagrams, Rack Drawings, Network Layouts, Icon Creation.

Minimum Experience: Four (4) years relevant professional experience

Subject Matter Expert (SIN 54151S, 541330L) Functional Responsibility: Provides mission-critical subject matter support for complex IT and Security System initiatives. Has demonstrated expertise in participating successfully on similar initiatives of comparable complexity. Has clinical domain knowledge and expert technical knowledge of functional areas and programmatic knowledge across the broad range of information and security systems and informatics. Provides industry-leading insight into complex, cutting-edge endeavors. Participates on cross-cutting panels and committees to provide transfer of knowledge and expertise to project stakeholders. Serves as principal/senior source of information for all relevant domain activities as required. Possesses certification as BICSI Registered Communications Distributor Designer (RCDD). Also includes CAPM (Certified associate in project management). Additional certifications may include Secondary BICSI certification, Avigilon/Access Control, Avigilon/CCTV, Axis, Belden, Digital Watchdog, Cambridge, Panduit, Leviton, Open Path, Atlona, RS2, STI and 3M Firestopping and lift certification.

Minimum Experience: Fifteen (15) years relevant professional experience

Technical Specialist V (SIN 54151S, 541330L) Functional Responsibility: Provides the highest level of support to users. Applies expertise and knowledge of state-of-the art hardware, network infrastructure, and/or information technology and security systems to install, configure, maintain, and troubleshoot highly complex user/system problems. Ability to provide guidance to lower-level technical specialists. In addition, interfaces with customers to resolve problems related to space and power requirements. Performs fiber optic splicing, utilizes OTDR test procedures to troubleshoot and maintain fiber transmission facilities. Possesses BICSI certification. Additional certifications may include Secondary BICSI certification, Avigilon/Access Control, Avigilon/CCTV, Axis, Belden, Digital Watchdog, Cambridge, Panduit, Leviton, Open Path, Atlona, RS2, STI and 3M Firestopping.

Minimum Experience: Six (6) years of relevant experience

Technical Specialist IV (SIN 54151S, 541330L) Functional Responsibility: Provides support to users on issues with moderate complexity.

Expertise and knowledge of state-of-the art hardware, network infrastructure, and/or information technology and security systems to install, configure, maintain, and troubleshoot highly complex user/system problems. Provide installation services and define facilities requirements. Possesses knowledge of structured cabling systems, document imaging, and document management. Provides first-level, intermediate support to users. Applies hardware, and/or information technology and security systems knowledge to troubleshoot user or system problems. Routes more complex problems to more experienced technical specialists. Possesses BICSI certification. Additional certifications may include Secondary BICSI certification, Avigilon/Access Control, Avigilon/CCTV, Axis, Belden, Digital Watchdog, Cambridge, Panduit, Leviton, Open Path, Atlona, RS2, STI and 3M Firestopping and lift certification.

Minimum Experience: Five (5) years of relevant experience

Technical Specialist III (SIN 54151S, 541330L) Functional Responsibility: Qualified to perform such tasks as installation of IT network and security systems per design specifications, troubleshoot and implement new or existing systems, and test and documentation of the systems/networks. May have at least three of the following: Avigilon/Access Control, Avigilon/CCTV, Axis, Belden, Digital Watchdog, Cambridge, Panduit, Leviton, Open Path, Atlona, RS2, STI and 3M Firestopping and lift certification.

Minimum Experience: Four (4) years of relevant experience

Technical Specialist II (SIN 54151S, 541330L) security systems per design specifications, troubleshoot and implement new or existing systems, and test and documentation of the systems/networks. Has at least two of the following: Avigilon/Access Control, Avigilon/CCTV, Axis, Belden, Digital Watchdog, Cambridge, Panduit, Leviton, Open Path, Atlona, RS2, STI and 3M Firestopping and lift certification.

Minimum Experience: Two (2) years of relevant experience Minimum Education: Associate degree

Technical Specialist I (SIN 54151S, 541330L) security systems per design specifications, troubleshoot and implement new or existing systems, and test and documentation of the systems/networks. Has at least two of the following: Avigilon/Access Control, Avigilon/CCTV, Axis, Belden, Digital Watchdog, Cambridge, Panduit, Leviton, Open Path, Atlona, RS2, STI and 3M Firestopping and lift certification.

Minimum Experience: 0 years of experience Minimum Education: High School

*Service Contract Act: The Service Contract Act (SCA) is applicable to this contract. An SCA matrix identifying the GSA labor category titles, the occupational code, SCA labor category titles and the applicable WD number is presented below.

GSA Labor Category SCA Labor Category Occupational Code Applicable WD Number

Technical Specialist II Engineering Technician V

30085 2015-5631 Rev 17

Technical Specialist I Engineering Technician IV

30084 2015-5631 Rev 17

Products Pricing

See GSA Advantage

Software Terms and Conditions – EULAS

Avigilon

© 2020, Avigilon Corporation. All rights reserved. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation. The absence of the symbols ™ and ® in proximity to each trademark in this document or at all is not a disclaimer of ownership of the related trademark.

AVIGILON CORPORATION

AVIGILON CONTROL CENTER™ SOFTWARE

END USER LICENSE AGREEMENT

Effective December 15, 2020

This Avigilon Control Center End User License Agreement (the “Agreement”) between Avigilon Corporation (“Avigilon”), as licensor of the Software (as defined below), and you (being the person or other legal entity that is the end user and licensee of the Software) (“You” or “Your”) governs Your use of the Software. The term “Software” means: (a) the Avigilon Control Center software accompanying, or being used in association with, this Agreement, including computer software, and any modified versions and copies of, and upgrades, updates, and additions to, such software; and (b) any media, printed materials, and “on-line” or electronic documentation with respect to such software (the “Documentation”).

By breaking the seal on the package containing the Software, or downloading, installing, copying or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, do not open, download, install, copy, or otherwise use the Software.

1. Grant of License. Subject to the payment of applicable license fees, and as long as You comply with the terms of this Agreement, Avigilon grants You a limited, non-exclusive license to use the Software in object code form only in the manner and for the purposes described in this Agreement and the Documentation.

Your use of the Software is subject to the following principal conditions:

a. Subject to the limitations on the use of the Software’s server application (the “Server Application”) set forth in Section 1(b), You may install the Software on any number of computers at Your premises.

b. If You have licensed an edition of the Software that only permits the Server Application to be installed on a single server, you may only install the Server Application on one server. If you have licensed an edition of the Software that permits the Server Application to be installed on more than one server

(subject to a specified maximum number of servers), You may install the Software’s Server Application on up to that maximum number of servers, provided that all such servers are configured to work together in a cluster (a “Site”).

c. Components of the Software that are protected by a software or hardware key or other device may be used on any computer, or cluster of servers forming the Site, on which the key is installed and activated. If the key locks the Software to a particular computer, or cluster of servers forming the Site, the Software may only be used on that computer or cluster of servers, as applicable. You agree that

You will not attempt to circumvent the mechanisms that bind software or hardware keys to a particular computer or cluster of servers forming a Site.

d. You acknowledge that You must activate the Software with Avigilon and that there may be instances where You are required to subsequently reactivate the Software when You make certain hardware changes or configuration changes to the Software.

© 2020, Avigilon Corporation. All rights reserved. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation. The absence of the symbols ™ and ® in proximity to each trademark in this document or at all is not a disclaimer of ownership of the related trademark.

2. Backup Copy. You may make one copy of the Software to be used solely for archival, back-up, or disaster recovery purposes; provided that You may not operate that copy of the Software at the same time as the original Software is being operated.

3. Intellectual Property Rights. The Software is licensed, not sold, to You. The Software and any authorized copies that You make are the intellectual property of, and are owned by, Avigilon and, as applicable, its suppliers and licensors. The structure, organization and code of the Software are valuable trade secrets and confidential information of Avigilon and, as applicable, its suppliers and licensors. The Software is protected by law, including but not limited to the copyright laws of the United States, Canada, and other countries, and by international treaty provisions. Except as expressly stated in this Agreement, this

Agreement does not grant You any intellectual property rights in the Software, and all rights not expressly granted in this Agreement are reserved by Avigilon and, as applicable, its suppliers and licensors. This

Agreement does not grant You any rights in connection with any trademarks of Avigilon.

4. Limitations and Restrictions.

a. Copy Protections. You may not copy the Software except as set forth in this Agreement. Any permitted copy of the Software that You make must contain the same copyright and other proprietary notices and legends that appear on or in the Software.

b. Restrictions. You may not: (i) rent, lease, sell, sublicense, assign, lend, resell for profit, or distribute the Software or Your rights in the Software; or (ii) authorize any portion of the Software to be copied onto another person’s or legal entity’s computer or other electronic device, except as set forth in this Agreement. You will take reasonable steps to prevent any unauthorized copying or distribution of the Software.

c. Locally Stored Components. The Software may include a software code component that may be stored and operated locally on one or more devices. Once You have paid the required license fees for these devices (as determined by Avigilon in its sole discretion), You may install, use, or install and use, one copy of such component of the Software on each of the devices as licensed by Avigilon. You may then use such component of the Software in connection with operating the device on which it is installed solely in the manner set forth in any accompanying Documentation or, in the absence of such, solely in the manner contemplated by the nature of the Software.

d. Embedded Software/Firmware. The Software may also include a software code component that is resident in a device as provided by Avigilon for operating that device. You may use such component of the Software solely in connection with the use of that device, but may not retrieve, copy or otherwise transfer that software component to any other media or device without Avigilon’s express prior written authorization.

e. Modifications and Derivative Works. You may not make any changes, translations, enhancements, or modifications to, or create any derivative works from, the Software or any portion of the Software without the prior written permission of Avigilon (except as provided in Section 20 of this Agreement with respect to ‘open source’ software). Any attempt to create any derivative works from the Software or any portion of the Software without the prior written permission of Avigilon (except as provided in Section 20 of this Agreement with respect to ‘open source’ software) shall result in the immediate termination of this Agreement.

f. Reverse Engineering, Decompilation, Disassembly. You may not reverse engineer, peel components, decompile, disassemble or otherwise reduce the Software or any portion to a human perceptible form

© 2020, Avigilon Corporation. All rights reserved. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation. The absence of the symbols ™ and ® in proximity to each trademark in this document or at all is not a disclaimer of ownership of the related trademark.

or otherwise attempt to recreate the source code of the Software, and any attempt to do so shall result in the immediate termination of this Agreement, except and only to the extent that such activity is expressly permitted by applicable law.

g. Competitive Products. You will not use any information concerning the Software or any of its components or features to design, build, train, or improve (directly or indirectly) a product or service that competes with the Software or any of its components or features.

5. Termination. Without prejudice to any other rights, Avigilon may terminate this Agreement without notice if You fail to comply with the terms and conditions of this Agreement. In the event of termination of this

Agreement for any reason, You must immediately destroy all copies of the Software (including backup copies) and all of its component parts. To the extent the Software is embedded in hardware or firmware, You will provide prompt access to Avigilon or its representatives to remove or lock Software features or functionality as Avigilon determines. The provisions of this Agreement which, by their terms, require performance after termination of this Agreement, including but not limited to those contained in Sections

3 (Intellectual Property Rights), 5 (Termination), 13 (Exclusive Remedy), 14 (Limitation of Liability), 16

(Indemnity by You) and 19 (Jurisdiction), will survive the termination of this Agreement.

6. Export Restrictions. You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations thereunder, the United States

Export Administration Act and regulations thereunder, and other applicable national and international laws and regulations relating to the export of the Software (collectively, the “Export Laws”). You agree and certify that You will not use the Software or any part or direct product thereof for any purpose in contravention of the Export Laws.

7. Applicable Laws. Some jurisdictions prohibit the recording of audio, video, personal information, or any combination of audio, video and personal information, under certain circumstances. You agree that You will at all times use the Software in conformity with all applicable laws, statutes, ordinances, and rules of each of: (a) the jurisdiction(s) in which You use the Software; and (b) the jurisdiction(s) in which each camera, microphone, or other recording or surveillance device which provides data to You through the

Software is located. Any breach of the foregoing is a material breach of this Agreement that operates to terminate the license for the Software immediately without notice, rendering any further use of the

Software unlawful.

8. Support Services. Avigilon may provide You with support services related to the Software (“Support

Services”). Any supplemental software files (either Avigilon or third party) and other computer information and related explanatory written materials and files provided to You as part of the Support

Services are considered part of the Software and subject to the terms and conditions of this Agreement.

9. Upgrades and Updates. To the extent Avigilon makes them available, Software upgrades and updates may only be used to replace all or part of the original Software that You are licensed to use. Software upgrades and updates do not increase the number of copies of the Software licensed to You. If the Software licensed under this Agreement is an upgrade or update of a component of a package of software programs that You previously licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer unless and to the extent that You are licensed to use the previously licensed software on more than one computer. Software upgrades and updates downloaded free of charge via an Avigilon authorized World Wide Web or FTP site

© 2020, Avigilon Corporation. All rights reserved. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation. The absence of the symbols ™ and ® in proximity to each trademark in this document or at all is not a disclaimer of ownership of the related trademark.

may be used to upgrade multiple computers provided that You are licensed to use the original software being upgraded or updated on those computers. Upgrades and updates may be licensed to You by Avigilon with additional or different terms.

10. U.S. Government License Rights. This Section 10 only applies to U.S. Government end users. The Software and Documentation are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of

“commercial computer software” and “computer software documentation” as such terms are defined in

48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-

7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software and Documentation are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein.

11. Transfer. You may only transfer Your rights under this Agreement: (a) as part of a permanent sale or transfer of all of the devices for which the Software is licensed; (b) if You transfer all of the Software

(including all component parts, the media and printed materials, and any upgrades), and this Agreement;

(c) if You do not retain any copies of any portion of the Software; (d) if the recipient agrees to the terms of this Agreement; and (e) if the Software is an upgrade, such transfer also includes all prior versions of the

Software. Satisfaction of all these conditions is required; failure to meet any of these conditions renders such transfer null and void.

12. Warranty. Avigilon warrants that the medium on which the Software is recorded, and any software or hardware key associated with the Software, will be free of defects in materials and workmanship under normal use for a period of sixty (60) days from the date of Your receipt of the original Software licensed under this Agreement.

EXCEPT AS PROVIDED ABOVE, AND TO THE MAXIMUM EXTENT PROVIDED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND SUPPORT SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH YOU AND AVIGILON AND ITS SUPPLIERS AND LICENSORS PROVIDE THE SOFTWARE AND SUPPORT SERVICES “AS- IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF: (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, OR INFORMATIONAL CONTENT; (C) WORKMANLIKE EFFORT; (D) CORRESPONDENCE TO DESCRIPTION; (E) TITLE OR NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; (F) CUSTOM OR TRADE; (G) QUIET ENJOYMENT; OR (H) SYSTEM INTEGRATION. AVIGILON MAKES NO WARRANTY THAT ANY PORTION OF THE SOFTWARE WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY DEFECTS, OR IN AN UNINTERRUPTED MANNER. AVIGILON SHALL NOT BE RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF THE DEVICE(S) UPON WHICH THE SOFTWARE IS OPERATING, OR FOR PROBLEMS IN THE INTERACTION OF THE SOFTWARE WITH NON-AVIGILON SOFTWARE OR HARDWARE PRODUCTS. AVIGILON NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON PURPORTING TO ACT ON ITS BEHALF TO MODIFY OR TO CHANGE THIS WARRANTY, NOR TO ASSUME FOR AVIGILON ANY OTHER WARRANTY OR LIABILITY CONCERNING THE SOFTWARE. THE WARRANTY MADE BY AVIGILON MAY BE VOIDED BY ABUSE OR MISUSE. THIS LIMITED

© 2020, Avigilon Corporation. All rights reserved. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation. The absence of the symbols ™ and ® in proximity to each trademark in this document or at all is not a disclaimer of ownership of the related trademark.

WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS UNDER MANDATORY LAW

THAT VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

13. Exclusive Remedy. The entire liability of Avigilon, its affiliates, and their respective directors, officers and employees (collectively, the “Avigilon Parties”) and Your exclusive remedy under the warranty set forth above will be, at Avigilon’s option, to: (a) attempt to correct Software errors with efforts Avigilon believes suitable to the problem; (b) replace at no cost the recording medium, Software or Documentation with functional equivalents as applicable, provided that You send Avigilon a replacement request, the defective medium and the documentation evidencing the date and amount You paid for the Software prior to the expiration of the sixty (60) day warranty period; or (c) refund a pro-rated portion of the license fee paid for such Software (less depreciation based on a two-year life expectancy) and terminate this Agreement, provided, in each case, that Avigilon is notified in writing of all warranty problems during the applicable warranty period. Any replacement item will be warranted for the remainder of the original warranty period. No remedy is provided for failure of the Software if such failure is the result of accident, abuse, alteration or misapplication with respect to the Software or any hardware on which it is loaded. Warranty service or assistance may be provided remotely.

14. Limitation of Liability. Except for personal injury or death, Avigilon's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Software. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT AVIGILON WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE SOFTWARE, OR THE PERFORMANCE OF ANY SERVICES BY AVIGILON PURSUANT TO THIS AGREEMENT. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account.

15. Indemnity by Avigilon. Avigilon will defend at its expense any suit brought against You to the extent it is based on a third-party claim alleging that the Software directly infringes a United States patent or copyright (“Infringement Claim”). Avigilon’s duties to defend and indemnify are conditioned upon: You promptly notifying Avigilon in writing of the Infringement Claim; Avigilon having sole control of the defense of the suit and all negotiations for its settlement or compromise; and You providing to Avigilon cooperation and, if requested by Avigilon, reasonable assistance in the defense of the Infringement Claim.

In addition to Avigilon’s obligation to defend, and subject to the same conditions, Avigilon will pay all damages finally awarded against You by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Avigilon in settlement of an Infringement Claim.

If an Infringement Claim occurs, or in Avigilon's opinion is likely to occur, Avigilon may at its option and expense: (a) procure for You the right to continue using the Software; (b) replace or modify the Software so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the

© 2020, Avigilon Corporation. All rights reserved. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation. The absence of the symbols ™ and ® in proximity to each trademark in this document or at all is not a disclaimer of ownership of the related trademark.

return of the Software and grant You a credit for the Software, less a reasonable charge for depreciation.

The depreciation amount will be calculated based upon generally accepted accounting standards.

Avigilon will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Software with any software, apparatus or device not furnished by Avigilon; (b) the use of ancillary equipment or software not furnished by Avigilon and that is attached to or used in connection with the Software; (c) Software designed or manufactured in accordance with Your designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Software by a party other than Avigilon;

(e) use of the Software in a manner for which the Software was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by You to install an enhancement release to the Software that is intended to correct the claimed infringement. In no event will Avigilon’s liability resulting from its indemnity obligation to You extend in any way to royalties payable on a per use basis or Your revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Avigilon from You from sales or license of the infringing Software.

This Section 15 provides Your sole and exclusive remedies and Avigilon’s entire liability in the event of an

Infringement Claim. You have no right to recover and Avigilon has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this

Section 15 are subject to and limited by the restrictions set forth in Section

16. Indemnity by You. You will defend, indemnify and save harmless each of the Avigilon Parties from and against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses including, without limiting the generality of the foregoing, legal fees and disbursements actually incurred, together with all applicable taxes, which any such indemnified person under this Section 16 may be liable to pay or may incur by reason of, or directly or indirectly arising out of, any breach of this

Agreement by You or any of Your directors, officers, employees, agents, or contractors, or on Your instructions.

17. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes any previous agreements between the parties, with respect to the subject matter of this Agreement. Any terms of any purchase order or other instrument issued by either party in connection with this Agreement that is in addition to or inconsistent with the terms of this Agreement shall have no force or effect unless signed by both parties.

18. Amendment. Any amendment to this Agreement shall be put in writing and signed by both parties prior to being in effect. Notwithstanding the foregoing:

a. Avigilon reserves the right to unilaterally amend this Agreement at any time without advance notice to

You where the amendments involve (i) correcting typographical errors; (ii) correcting inconsistent, incorrect, or ambiguous wording for the purpose of clarifying the intended purposes and intent of the applicable wording (but without altering its nature or scope); or (iii) updating this Agreement to better address or comply with the provisions of applicable laws.

© 2020, Avigilon Corporation. All rights reserved. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation. The absence of the symbols ™ and ® in proximity to each trademark in this document or at all is not a disclaimer of ownership of the related trademark.

b. This Agreement may be superseded by a subsequent End User License Agreement that You agree to in connection with Avigilon’s providing to You any future component, release, upgrade or other modification or addition to the Software.

19. Jurisdiction. This Agreement and performance under this Agreement will be governed by the laws of the

Province of British Columbia and the laws of Canada applicable therein without reference to principles of conflicts of laws, and the courts in Vancouver, British Columbia and the courts of appeal therefrom will have exclusive jurisdiction to hear any proceedings relating to this Agreement. You hereby irrevocably attorn to the jurisdiction of those courts. You expressly exclude the application of the United Nations convention on Contracts for the International Sale of Goods (the Vienna Convention, 1980).

20. Incorporation of ‘Open Source’ and other Third Party Software. Portions of the Software may be subject to certain third party license agreements governing the use, copying, modification, redistribution and warranty of those portions of the Software, including what is commonly known as ‘open source’ software, for example portions of the Software use libraries from the FFmpeg project under the LGPLv2.1. No warranty is provided by Avigilon for any such open source software. By using the Software You agree to be bound to the terms of any such third party licenses. If provided for in the applicable third party license, You may have a right to receive source code for such software for use and distribution in any program that You create, so long as You in turn agree to be bound to the terms of the applicable third party license and Your programs are distributed under the terms of that license. If applicable, a copy of such source code may be obtained free of charge by contacting Your Avigilon representative.

21. Collection of Data. By Your acceptance of the terms of this Agreement, You agree that Avigilon may:

a. collect, from time to time, information about the computer(s) on which You have installed or will be using the Software. This information represents a configuration of Your computer(s) but includes no personal information, information about other software or data on Your computer, or information about the specific make or model of Your computer(s). A hash of this information may be disclosed to a third party vendor, Flexera Software LLC (“Flexera”), to assist with management and enforcement of

Your hardware and software keys. Avigilon may also disclose to Flexera Your business name, the business name from whom You purchased the Software, the name of the site on which the Software is installed, and the other hardware and software keys installed at that site (if any). The information will be used solely to associate Your computer(s) with the hardware and software keys and to identify Your computer(s). The Flexera Privacy Policy can be found at:

https://www.flexerasoftware.com/legal/privacy-policy.html.

b. collect, or use a third party to collect (on Avigilon's behalf), from time to time, Your system configuration and system usage data. This information will be used only to further develop and improve the Software and Avigilon's associated products and services. Avigilon shall not utilize or disclose this data in a form that personally identifies You.

Any personal information collected by Avigilon is subject to the Avigilon’s Privacy Statement, available at avigilon.com/privacy, as may be amended from time to time.

22. Demonstration and Evaluation Copies. A demonstration or evaluation copy of the Software is covered by this Agreement, provided that the licenses contained in this Agreement expire at the end of the demonstration or evaluation period.

http://avigilon.com/privacy

© 2020, Avigilon Corporation. All rights reserved. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation. The absence of the symbols ™ and ® in proximity to each trademark in this document or at all is not a disclaimer of ownership of the related trademark.

23. Enurement. All covenants, representations, warranties and agreements of the parties contained in this

Agreement will be binding upon and will enure to the benefit of the parties and their respective successors and assigns.

24. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be severed and the remaining provisions shall continue in full force and effect.

25. Non-Waiver. The waiver or failure of Avigilon to exercise in any respect any right provided in this

Agreement will not be deemed a waiver of any further right under this Agreement.

26. Compliance with Licenses. You agree that upon request from Avigilon or its authorized representative, You will, within thirty (30) days of such request, fully document and certify that Your use of any and all

Software at the time of the request is in conformity with Your valid license(s) from Avigilon. You agree to use Your best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy or distribution, in any form, of the Software shall be made.

27. Additional Restrictions. The Software may be subject to additional restrictions and conditions on use as specified in the Documentation, which additional restrictions and conditions are hereby incorporated into and made a part of this Agreement.

28. Tools and Utilities. Software distributed via an Avigilon-authorized World Wide Web or FTP site (or similar

Avigilon-authorized distribution means) as a tool or utility may be copied and installed without limitation provided that the Software is not distributed or sold and the Software is only used for the intended purpose of the tool or utility and in conjunction…