A1684_-_SPPD_Service_Renewal_2024.pdf

S² Agreement www.apg.company Page 1 of 17

APG Technology is pleased to present our S² service to your organization. APG believes that our long-lasting relationships testify to our outstanding client satisfaction. These relationships along with our integrity, innovation, partnerships, and teamwork are vital to the success of APG and have prepared us to join you in your mission to create sustainable, world-changing solutions that impact lives.

APG is a full service electrical and systems contractor serving customers across West Central and Central Florida since 1984. From engineering and conceptual design, construction, and implementation, through service and maintenance, APG has the resources to deliver a high-performance facility built for the future. Our professionally trained team is efficient, friendly and delivers cost-effective solutions — on time and within budget. That’s our promise to you!

APG is a recognized leader in the audiovisual industry, with the belief that together we can achieve great things. This is accomplished through teamwork internally and with your personnel, and the continuing education of our staff and yours. Our mission and core values help to solidify our strategic partnerships with our clients and vendors alike. Our mission:

To make a positive difference in the lives and businesses of our customers, partners, employees and community. We do this by building relationships based on quality, integrity and trust. APG will provide a team environment that fosters a passion for excellence and the desire to go above and beyond in serving our customers and each other.

APG understands the challenges associated with the traditional AV channels on an enterprise or global scale. Our team members have years of experience designing, servicing, and deploying small to large-scale enterprise systems. There are integrators of varying quality around the world, and most are still not IT friendly. APG works to provide non-proprietary solutions that eliminate variables, mitigate risk, and increase room uptime for our clients. The goal of a modern APG solution is to increase user adaptability through standardization and a simplified experience. These goals along with quality products, manufacturer support and additional central control service offerings will provide the best solutions for you.

Should you have any questions, concerns, or to discuss options please reach out to APG at any time. We are confident you will be highly satisfied with your decision to collaborate with APG

Technology. The services outlined within are easily adaptable based on your ever-changing needs and serve as a starting point for our collaboration together. We look forward to working with you on this project and establishing a long-lasting partnership.

Josh Fair, TECH, RCDD, CTS Jessica Abrante, CTS

Technology Group Manager BD- Account Manager josh.fair@apg.company jessica.abrante@apg.company mailto:josh.fair@apg.company mailto:jessica.abrante@apg.company

S² Agreement www.apg.company Page 2 of 17

CONTENTS

SECTION 1: S² Agreement Overview

SECTION 2: Pricing Terms

SECTION 3: Terms of Agreement

SECTION 4: How we handle Service

SECTION 5: Payment Terms

SECTION 6: Appendix A: S² Standard Time and Material Rates

B: Terms and Conditions

C: Detailed Equipment List per Location/Room

S² Agreement www.apg.company Page 3 of 17

1. S² Agreement Overview

APG Technology is a service provider for all major manufacturers in the audiovisual industry.

The manufacturer’s specified support requirements are always provided as a portion of our services offering.

Experienced certified technicians handle repairs. All work performed by APG Technology, or its strategic global partner, is guaranteed. Replacements will be with new, or factory certified parts chosen by APG or the manufacturers. All parts replaced by APG shall become the property of APG Technology or must be returned to the manufacturer as per the manufacturer’s policy.

Description S²

Technical Phone Support (Business Hours within 4 Hours) X

On-Site Service Response (Within 48 Hours) X

Advanced Replacement Parts* X

In Warranty Parts Repair/Replacement Labor X

Semi-Annual Preventative Maintenance X

*Advanced replacement parts and warranty repair subject to manufacturer policies and programs

S² Agreement General support coverage is provided through remote or onsite technicians from the APG service team and includes:

• Technical Phone Support: The service team is available Monday through Friday, 7AM to 4PM EST during normal business days. Phone response shall be within 4 hours of initial contact.

• On-Site Services: An APG service technician will be scheduled to the client location (within 48 hours) once a problem has been reported to the APG service team and level 1 phone support has determined an on-site technician is required. The service team is available Monday through Friday, 7AM to 4PM during normal business days.

• Part replacement: Upon identifying the part needing replacement by the remote service team, a proposal will be generated for the replacement part. After approval of the proposal, the replacement part will be ordered and delivered or installed at the client location. APG recommends that the customer maintains a stock of common equipment that will be used prior to any new equipment being ordered. This will minimize downtime.

• Warranty Parts: Some equipment may be able to be fixed or replaced under the warranty policy of the manufacturer. The service team will aid the client in arranging the return of the inoperative equipment to the manufacturer for service. Replacement labor of equipment under manufacturer’s warranty is included in this tier. Equipment outside of manufacturer’s warranty will be billed as time and material as outlined in Appendix A of this document.

• Escalation Support: Provides management of escalation for issue resolution with manufacturers of the client’s equipment and software, as well as internal APG Technology escalation.

• Annual Review: Prior to the contract anniversary date, APG Technology and the client will schedule and review status, condition, and performance of the client’s equipment and software or needed adjustments to the service coverage prior to contract renewal.

S² Agreement www.apg.company Page 4 of 17

2. Pricing and Terms

All contracts are due 100% Net 30 upon receipt of signed proposal or purchase order. Multi-year contracts are invoiced Net 30 each year 30 days prior to the renewal date. Customers that wish to pay as a monthly service shall be invoiced Net 30 at the beginning of each month (additional 10% of contract total will be applied). The following outlines pricing for the selected level of support) on a per location basis:

Rooms Covered S² Cost

1032, 1055, 1060 A-B-C, 1080,1090, 1420, 2080, 2219 C, 2280,2610, 3030, 3031, 3230, 3271A-B, Emergency Communications, IPTV

IDF: 1055, 2057, 3057

Preventative Maintenance 1 Visit Included

Phone Support Included

S² Support MSRP Cost /Year

$59,905.00 $47,924.00

TIPS Contract #230105 Technology Solutions Products and Services

Location ID Address City, State, Zip Contact

42-2505 1301 1st Avenue N.

St Petersburg, FL 33705

Mary Watkins

Multi-year discounts apply for years three and beyond.

ACCEPTANCE OF PROPOSAL

The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work specified. Payment will be made as outlined above.

Date of Acceptance ___________Signature ____________________________

Client Responsibilities & Assumptions

• Equipment Access: The client must provide APG with reasonable access to the covered equipment as necessary for the performance of services under this contract. Remote access to the equipment for the purposes of diagnostics prior to technician dispatch is

S² Agreement www.apg.company Page 5 of 17 required. If remote access is not provided, delays may be experienced in the diagnosis and repair of the equipment.

• Equipment Operation and Alteration: The client may not alter, repair, or modify the covered equipment except as expressly directed by APG service personnel. The client must operate the equipment as detailed in the user operations manual provided by the manufacturer. The client may not add equipment, components, wiring or other parts to the covered equipment without written notification to and acceptance by APG.

• Client may be required to assist the APG service technician with the remote diagnosis of the reported problem to help determine the cause of the problem. Parts replacement and onsite service may not become available until the service team is provided the appropriate information or support to diagnose the problem.

• Assistance to software updates and upgrades. Software updates may not mandate an onsite service call.

• Client will be responsible for payment of Repairs and Services provided by APG that are not covered under the selected coverage under the agreement and shall be billed at the

APG standard regional labor rates and material charges.

• Client agrees to the Terms and Conditions incorporated into this document as Appendix

B.

• A service schedule as agreed upon by APG Technology and the client will establish the milestones, dates, and time period of required service.

• All on-site work is to be performed during regular business hours (Monday-Friday, 7AM- 4PM), unless noted or discussed otherwise.

• All workspaces will be continuously available as scheduled.

• All workspaces will be unobstructed, clean, and dust free by the dates as defined by the project schedule and deployment plan

• All accurate documentation shall be provided by the client such as system schematics, CAD drawings or building plans. This includes but is not limited to plan views, reflected ceiling plans, elevations, conduit risers, electrical, millwork details, specific mounting details, system interconnection, rack detail, etc.

• All necessary technical infrastructure will be available and functional as defined by the project schedule and deployment plan. This includes appropriate IP, server, DNS, gateway, and SPID information for any WAN, LAN, or ISDN connection that is part of the system.

• Building access through front doors, loading docks, elevators, etc. as required for large equipment and installation load in will be provided.

• Any necessary keys, security badges, clearance, etc. will be provided as needed for the course and duration of each project.

• Parking will be provided within a reasonable distance of each jobsite.

• All necessary test equipment will be allowed on site with no restrictions.

• Appropriate client representatives will be available during the course of the project and any scheduled training sessions.

• Any changes in the above assumptions must be approved by APG Technology and the client following the prescribed change management process and the ramifications clearly communicated.

S² Agreement www.apg.company Page 6 of 17

Items NOT Covered by This Agreement

• Consumables including but not limited to projection lamps, filters, fuses, batteries, and labor to replace these items, unless otherwise noted.

• Failure due to or caused by fire, failure as a result of utility service, failure as a result of poor, unconditioned or fluctuating electrical power, or natural and environmental causes such as earthquake, tornado, lightning, corrosion, flood, fire, water, accident, neglect, vandalism, or resulting from any use of the products for other than intended purposes, or resulting from the performance of maintenance or the attempted repair of a product by a party other than APG Technology, or other causes beyond APG’s reasonable control. Failures or faults caused by structural, mechanical, electrical, or plumbing systems or devices not installed by APG and not specifically covered under this agreement.

• Any consequential or indirect damages incurred or suffered by the client, or for economic loss, including, but not limited to inconvenience, loss of profits, loss of business revenue, loss of time, loss of equipment use, or any other economic loss of any kind whatsoever, even if APG Technology has been advised of the possibility thereof.

• Service required diagnosing the clients’ complaint, failure, or perceived failure if no mechanical or electrical failure was found, or improper operation of covered equipment.

• Damage to displays caused by screen burnout or image “burn-in”.

• Replacement and/or general support for manufacturer-specified end of life products after APG has informed the client of such change in status and pro-rated remaining portion of relative cost for such pertinent products.

• LED, LCD panels, DLP optical engines and associated replacement labor are excluded.

• Facilitation of client spare or loaner equipment.

• Electrical work external to the Systems(s) and/or in-house cabling.

• Services in connection with the relocation of the System(s), or the addition or removal of items of equipment or parts, attachments, features, or other devices not furnished by APG, or the maintenance of alterations, attachments or other devices not furnished by

APG.

• Damage, defects, or service interruptions caused by the client provided networks or links.

• Addressing problems directly associated to failures or deficiencies of performance by network carrier services.

• Coverage for “OFE” (Owner Furnished Equipment) gear, unless specifically listed on the APG Proposal.

• Issues outside of standard manufacturer warranty including, but not limited to screen burnout, excessive use, operator misuse, acts of God etc., which are not covered by

APG.

• Service or maintenance calls due to user error or damage to the systems. These will be billable on a time and material basis at the hour rates outlined in this document.

S² Agreement www.apg.company Page 7 of 17

3. Terms of Agreement

Activation New equipment purchase: Service coverage will begin from the date of substantial completion of the installation.

Existing equipment coverage: Service coverage will begin immediately upon receipt of an authorized purchase order or payment in full. If equipment was not under an APG Technology or manufacturer’s support contract for an extended period of time, APG and/or the manufacturer may require a recertification fee and/or inspection of the equipment prior to APG being able to support or being able to receive manufacturer support and replacement parts/software for the equipment. The recertification costs and any repairs required by APG to certify a room and/or to meet the manufacturer specifications is the responsibility of the client and are not covered under the agreement.

Renewals: Continuation of coverage for a contract will be provided uninterrupted if the renewal is purchased prior to the anniversary date of the previous contract. Lapse coverage beyond 30 days of the anniversary date may be subject to recertification fees.

Termination APG Technology may cancel this agreement at any time for non-payment of the premium or if the client does not meet the client’s obligations described within. In the event of cancellation due to non-payment, the client agrees to be liable for the full cost of any manufacturer sub-coverage purchased on the client’s behalf by APG Technology and for services and parts provided to the client at the current APG rates.

The agreement shall expire 365 days after the date of commencement or, if a multiyear contract, expire upon the stated end of the contract at the anniversary date. Repair work on the covered equipment, which was begun prior to the expiration of the agreement, shall be completed by APG.

This agreement shall not automatically renew. A new agreement must be signed in order to provide coverage beyond the expiration date of this agreement. Either party may decline to enter into a new agreement.

The Client may terminate this agreement upon 30 days’ notice. No refund of unused or prorated fees will be provided. The client is responsible for the balance of any unpaid multi-year contracts if not paid in full at the time of activation. Should the client elect to pay as a monthly service, the contract can be terminated at any time with no penalty or additional charges; however, a minimum of 40% of the contract amount must be paid.

S² Agreement www.apg.company Page 8 of 17

4. How we handle Service

The APG support service defined within can be reached through the following:

Direct: 727.530.0077 Email: tech-service@apg.company Web: http://www.apg.company/technology-service-request.html

The primary support and service office is located at:

4825 140th Avenue North, Suite K Clearwater, Florida 33762

Escalation

If there is an issue with the response you are receiving from the service personnel or the timeframes to resolution are not in line with the above procedures, escalation of the case should be directed in the following order.

Denzil Randolph: Application Designer Direct: 727.530.0077 Cell: 727.452.4381 Email: denzil.randolph@apg.company

Josh Fair: Technology Group Manager Direct: 727.530.0077 Cell: 727.692.4677 Email: josh.fair@apg.company mailto:tech-service@apg.company http://www.apg.company/technology-service-request.html mailto:denzil.randolph@apg.company mailto:josh.fair@apg.company

S² Agreement www.apg.company Page 9 of 17

Appendix A: S² Standard Time and Material Rates

Service Day (Type) Rate Hourly Minimum Travel & Expenses

Remote Support:

Normal Business Hours

Per incident up to 2 hours Monday- Friday 7AM-4PM

ET

$175.00 1 hour N/A

Remote Support After Hours, Weekends/holidays

Per Incident up to 2 hours $262.50 1 hour N/A

On-site Technician* Monday – Friday (Non- Holiday)

$125.00/hr. 1 hour Additional Charges May Apply

On-site Technician* Saturday/Sunday (Non- Holiday)

$187.50/hr. Four (4) Hours Additional Charges May Apply

On-site Technician* Holiday $300.00/hr. Four (4) Hours Additional Charges May Apply

Programming/ Engineer

Monday – Friday (Non- Holiday

$175.00/hr. Four (4) Hours Additional Charges May Apply

Expedited Service Per incident, priority queue and next business day onsite

$300.00 NA Shipping and Handling Not Included

Bench Repair Standard Bench Repair Service

$125.00/hr. plus parts

1 hour Shipping and Handling Not Included

Expedited Repair Expedited Bench Repair Service

$175/hr. plus parts 1 hour Shipping and Handling Not Included

*Rates provided are for locations within 1 Hour drive of Clearwater, Florida. Travel hours in excess of one hour from home to jobsite will be billed at above rates. APG uses non-union labor and any requirements for the use of union labor will be at the expense of the client and additional.

S² Agreement www.apg.company Page 10 of 17

Appendix B: Terms and Conditions

1. Applicability of these Terms and Conditions Except as expressly set forth below or as otherwise mutually agreed to by the parties in writing, these APG Technology Service Terms and Conditions together with the terms and conditions in the applicable APG Technology S² Program (collectively, the “Terms and Conditions”) set forth the terms and conditions pursuant to which APG Technology will provide Services to end user clients of APG Technology Products (“Client”, “You” or “Your”) based upon such Service Programs which Client has purchased either directly from APG Technology or through an APG Technology Partner.

By submitting a purchase order for Services to either APG Technology or to an APG Technology Partner, Client agrees to be bound by these Terms and Conditions. Unless otherwise agreed in writing by APG Technology, no other terms and conditions endorsed upon, delivered with or contained in an end user’s or APG Technology Partner’s purchase order, or in any other similar document, will amend, or vary the provisions of these Terms and Conditions.

2. Definitions

In the Terms and Conditions, the following terms shall have the following meanings:

• “APG Technology” shall mean APG Electric, Inc. located at 4825 140th Avenue North, Suite K, Clearwater, Florida, 33762.

• “Products” means equipment and software generally made available in the marketplace.

• “APG Technology Partner” means a value-added reseller or distributor authorized to resell APG Technology Products and Services.

• “APG Technology Web Site” means the APG Technology public website currently located at http://www.apg.company.

• “Manufacturer” means an entity that produces equipment and/or Software.

• “Service Period” has the meaning given to that term in Section 4 below.

• “Services” means the APG Technology branded services provided under a relevant Service Program.

• “Service Programs” means those APG Technology service program offerings described on Attachments attached hereto. “Software” means those Products that are software products and any software included with Products.

• “Software Options” means optional functionality or features of Software that may be selected at the time of purchase or later, and for which APG Technology or Manufacturer charges separately.

• “Terms and Conditions” shall have the meaning set forth in Section 1 of these Terms and Conditions.

• “Update” means Software for which APG Technology, or the Manufacturer has provided fixes or minor revisions to correct errors or defects in the existing operation of the Software in accordance with the published Product specifications, and which is limited to those updates that APG Technology or Manufacturer generally provides to its support Services clients at no charge. Updates do not include Upgrades or Software Options.

• “Upgrade” means new releases of the Software which contains enhancements improving the functionality or capabilities of the Software, which APG Technology or Manufacturer

S² Agreement www.apg.company Page 11 of 17 makes generally available to its support Services clients. Upgrades do not include Software Options.

3. Services and Orders.

Pursuant to your purchase order, placed either directly with APG Technology or with an APG Technology Partner, you have ordered one or more available Service Programs related to certain Products. In order to receive Services under a Service Program pursuant to the Terms and Conditions, you, or your APG Technology Partner on your behalf, must submit a purchase order to APG Technology for a validly quoted Service Program. Such purchase order must contain, at least, the following information for each APG Technology Product listed on the purchase order: (i) the Service Program you are purchasing; (ii) the model (and serial number for renewals of Service Programs only) of the applicable Products; (iii) the appropriate pricing information; (iv) the site location(s) where the Products will be installed, together with a contact name, contact email address, telephone number at the location (if applicable); and

(v) the Service Period (if applicable). APG Technology, or in the case of an order placed upon your behalf by an APG Technology Partner, the APG Technology Partner will determine the pricing and payment terms associated with any Service Program which you purchase. All orders are subject to acceptance by APG Technology, and no obligation, including a purchase order, shall be binding on APG Technology unless and until such order is accepted by APG Technology, or, if earlier, Services are provided to Client. Please note that only those Products listed on a valid quotation applicable to your purchase order will be covered by Service Programs under these Terms and Conditions. Any optional services for a Services Program available to Clients for an additional fee will be invoiced separately with payment terms as specified within such Service Program.

4. Service Period.

For those Service Programs that cover a Product for a defined period (the “Service Period”), the Service Period shall be the 12-month period (or such other period of time as specified on an Order accepted by APG Technology) beginning on the date APG Technology accepts your purchase order (or such other date as specified) for the applicable service level.

5. Services Availability.

Unless otherwise provided in any outlined service, services will be provided during APG Technology’s then-current published ordinary business hours Monday through Friday, exclusive of APG Technology holidays.

6. Client Obligations.

a. If applicable, you will provide APG Technology personnel with access to the Products and adequate working space (including heat, light, ventilation, electric current and outlets) at no charge to APG Technology. All Client environments must be free from all risks to health and safety (except to the extent notified to APG Technology in writing and specifically accepted in writing by APG Technology).

b. If applicable, you will maintain, at your expense, the installation site and provide the necessary utility services for use of the Product in accordance with the Manufacturer’s applicable published specifications.

S² Agreement www.apg.company Page 12 of 17

c. You will be responsible for replacing, at your own expense, any and all consumable items used in connection with the Products, including without limitation, bulbs and batteries unless otherwise noted.

d. APG Technology strongly recommends that you install and use a current, reputable anti-virus program in connection with any PC-based, open-architecture Product, and that you regularly update and run such anti-virus program, especially in connection with the emergence of any new viruses and/or ‘worms’. Repair or restoration of any Product damaged or ‘infected’ by viruses is not covered under these Terms and Conditions or the detailed service.

e. The Client is solely responsible for backing up your data. APG Technology will not under any circumstances have a duty to back up your data or to restore data that is lost in the course of APG Technology’s provision of Services, or otherwise. APG Technology will not be liable for the loss of your data, whatever the reason for the loss, including without limitation as a result of APG Technology’s negligence. The preceding limitation applies to any cause of action, whether based in contract, tort, or any other theory.

f. You are solely responsible for any additional Client obligations or responsibilities as identified in an applicable Service Program.

7. Software Updates, Upgrades and Options.

For Software covered under a Service Program, you will receive Updates and/or Upgrades as specified in the applicable Service Program description. For the latest Updates and Upgrades available for your Software, if any, please contact the APG Technology Service Coordinator.

Updates are provided on a fix on fail basis. That is, to obtain an available Update, the client must call APG Technology to report a specific client product failure (identified by Product serial number) exhibiting a problem, which the Update corrects. APG Technology will configure the Update according to the Software record of the registered Product. Software Options are not provided under any Service Program and must be purchased separately in accordance with APG Technology’s then-current pricing.

8. Replacement Parts.

Replacement parts provided pursuant to a Service Program will be either new parts or parts equivalent in performance to new parts when used with the Product and are warranted for ninety (90) days from shipment or the remainder of the initial warranty period, whichever is longer. Parts removed from Products for replacement will become the property of APG Technology or the Manufacturer and must be received back to the local APG Technology service facility (as the same is listed on the pre-addressed return package provided by APG Technology) within five (5) business days of receipt of the replacement part, or you will be invoiced the full list price for the replaced part.

9. Service Program Exclusions.

Service Programs do not cover any of the following: (i) electrical work external to the Product;

(ii) repair or replacement of damage to or defects in the Product resulting from causes external to the Product, including disaster, fire, accident, neglect, misuse, vandalism, water, power surges, lightning, or failure of the installation site to conform to Manufacturer applicable specifications; or resulting from use of the Product for other than intended purposes; or use of the Product with items not provided or approved by APG Technology; or

S² Agreement www.apg.company Page 13 of 17 resulting from the performance of maintenance or the attempted repair of an item of a Product by persons other than APG Technology employees or persons authorized by APG Technology; (iii) furnishing supplies or accessories, or painting or refinishing the Product; (iv) Services in connection with the relocation of the Product, or the addition or removal of items of equipment or parts, attachments, features, from or to other devices not furnished by APG Technology, including communications devices, video devices, audio devices, networks or links; and (v) Services in connection with computer viruses or conflicts involving software that is not installed or introduced by APG Technology.

10. Renewal of Service Programs.

APG Technology will provide you with sixty (60) days prior written notice of expiration of the Service Period for each Service Program you purchase that is renewable. You must provide APG Technology with written notice of your intent to cancel, renew or modify each such Service Program not less than thirty (30) days prior to expiration of each such Service Period.

In the absence of such written notice, APG Technology reserves the right to charge you the then-current time and material rates for any Services provided to you after the expiration of the Service Period, if APG Technology does not receive a renewal purchase order prior to expiration. Furthermore, APG Technology reserves the right to terminate or modify available Service Programs at any time in its sole discretion; provided, that any such modifications will not affect any Service Programs already ordered by you and accepted by APG Technology prior to such modifications except as mutually agreed by both parties.

11. Recertification.

If you wish to order a Service Program for a Product, and such system is not covered by a current Service Program, APG Technology and/or the Manufacturer may require that the Product pass an inspection and/or re-certification by APG Technology and/or that the Product be brought up to the latest software version level, both at your expense, at APG Technology’s then-current prices.

12. Intellectual Property.

Each party shall retain all rights, title and interest in and to, and possession of their respective preexisting intellectual property. Furthermore, APG Technology shall retain all right, title and interest in and to, and possession of, any know-how, technical information, specifications, documents, ideas, concepts, methods, processes, techniques, and inventions developed or created by or on behalf of APG Technology relating to Services performed under or in relation to a Service Program. Any intellectual property, know-how, information, or documents supplied at any time by one party to the other shall be treated as confidential and covered by the confidentiality undertaking in Section 16 below.

13. Termination.

Either party may at its option terminate any applicable Service Program in whole or in part for cause: (i) if the other party breaches any material term or condition hereunder or under any applicable Service Program, and fails to remedy such failure within thirty (30) calendar days after receipt of written notice of such default; (ii) in the event that any proceedings are commenced against the other party or such party seeks protection under bankruptcy, insolvency, or other debtor’s relief law or (iii) the other party becomes insolvent or dissolves.

S² Agreement www.apg.company Page 14 of 17

Furthermore, APG Technology may terminate any applicable Service Program in whole or in part for cause if any person other than a APG Technology employee, or designated service representative, alters a Product without APG Technology's prior written consent, or in any way renders a Product unsafe (adjustments to a Product made at the direction of APG Technology or the Manufacturer or as otherwise intended as set forth in the applicable Product documentation do not constitute alterations for the purposes of this Section). Each Service Program is non-cancellable during the term of the applicable Service Period except as set forth in this Section 13. Should the client elect to pay as a monthly service for an additional premium, this contract can be terminated at any time with no penalty or additional charges; however, a minimum of 40% of the contract amount must be paid.

14. Indemnity.

Each party shall indemnify, defend, and hold the other harmless from all claims, suits, losses, expenses, judgments, and liabilities (including reasonable attorney’s fees) for personal injury or death to the extent caused by the negligence of the indemnifying party or its employees.

The indemnitee shall give the indemnifying party prompt notice of and authority to defend or settle, any such claim and shall give, at the indemnifying party’s request and expense, reasonable information, and assistance thereto.

15. WARRANTY/LIMITATION OF LIABILITY.

APG technology warrants for ninety (90) days from the performance of any services by APG technology pursuant to these terms and conditions, excluding managed services, that such services shall be performed in a workmanlike manner consistent with generally accepted industry standards. This document is to outline APG services and labor only. The cost of physical equipment repair or replacement is not covered as this is NOT an offering of extended equipment warranty. APG technology makes no other warranty, either express or implied, including, but not limited to, any warranty of fitness for a particular purpose or of merchantability. APG technology makes no warranty that operation of the…

a. Product serviced will be uninterrupted or error free. In no event will APG technology be liable for any delay in furnishing services. Client must report in writing any breach of this warranty to APG Technology during the above warranty period, and client’s exclusive remedy and APG Technology’s entire liability for any breach of such warranty shall be to perform the services again, or if APG Technology is unable to re-perform the services as warranted, the client shall be entitled to recover the prorated fees paid to APG technology for the nonconforming services.

b. Except for breaches of confidentiality (section 16) or intellectual property (section 12), in no event will either party be liable for incidental, consequential, special or indirect damages, lost business profits, or loss, damage or destruction of data, regardless of the form of action, whether in contract, tort (including negligence), breach of warranty or otherwise, even if such party has been advised as to the possibility of same.

c. Subject to sub-clause (B). Above, except for breaches of confidentiality or indemnity obligations, APG Technology’s maximum liability for all other damages will be limited to

(i) one (1) years’ service charges (in the case of service programs with an applicable service period) or (ii) aggregate service fees payable to APG Technology pursuant to the applicable service program (in the case of service programs with no applicable service period). This limitation of liability is cumulative and not per incident. Some states or

S² Agreement www.apg.company Page 15 of 17 jurisdictions do not allow the exclusion or limitation of incidental or consequential damages and in such event, the foregoing exclusions and limitations shall only apply to the extent permitted by applicable law.

d. Notwithstanding the foregoing, nothing in these terms and conditions shall be deemed to limit or exclude either party’s liability for (i) fraud or fraudulent misrepresentation or (ii) death or personal injury to the extent that it results from such party’s negligence and solely to the extent required by applicable law.

16. Confidentiality.

a. Confidential Information. Each party (the “Disclosing Party”) may from time to time during the Term disclose to the other party (the Recipient”) certain information regarding the Disclosing Party’s business, including its products, inventions, operations, methodologies, systems, processes, product development plans or intentions, know-how, designs, trade secrets, market opportunities, business or financial affairs, and technical, marketing, financial, employees, planning, and other confidential or proprietary information (“Confidential Information”). APG Technology’s Confidential Information includes (without limitation) the function and performance of the Products, the terms of this Agreement, and any other information relating to the Products or the sale thereof. Confidential Information includes information disclosed orally, visually, or through any tangible medium.

b. Protection of Confidential Information. Recipient will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these Terms and Conditions or to carry out the Services, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of Recipient who have a need to know such Confidential Information for purposes of carrying out the Services and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

c. Residuals. The Recipient shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Recipient shall not disclose the Confidential Information except as expressly permitted hereunder. The term “residuals” means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Recipient shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this section shall not be deemed to grant to the Recipient a license under the Disclosing Party’s copyrights or patents.

d. Exceptions. Recipient’s obligations under Section 16(b) with respect to any Confidential Information of the Disclosing Party will terminate if and when Recipient can document that such information: (a) was already lawfully known to Recipient at the time of disclosure by the Disclosing Party; (b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) was

S² Agreement www.apg.company Page 16 of 17 independently developed by Recipient without access to, or use of, the Disclosing Party’s Confidential Information. In addition, Recipient will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in advance, in writing by the Disclosing Party, (ii) necessary for Recipient to enforce its rights under these Terms and Conditions in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that Recipient notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

17. Force Majeure.

Except for the obligation to make timely payments, neither party will be liable to the other for delays or failures to perform occasioned by causes beyond its reasonable control. Such acts or events shall include but not be limited to, acts of God, civil or military authority, civil disturbance, riot, fire, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, materials or manufacturing facilities, delayed issuance of export control licenses. In the event of such delays or failures to perform, any dates or times by which APG Technology is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the additional time required because of the delay or failure to perform. Each of the parties shall promptly inform the other of any event of force majeure, its expected duration and cessation, respectively.

18. General.

a. Except as otherwise set forth in these Terms and Conditions, these Terms and Conditions may only be modified by a written agreement duly signed by authorized representatives of both parties, and variance from or addition to the provisions of these Terms and Conditions in any order or other written notification will be of no effect.

b. Any notices required or permitted to be given hereunder shall be in writing and effective when received by a party at the address as the receiving party has last notified to the other party by prior written notice. In the case of APG Technology such address, unless otherwise notified in writing, shall be as follows:

APG Technology Attn: Vice President Technology 4825 140th Avenue North, Suite K Clearwater, Florida 33762

c. If any provision of these Terms and Conditions shall be held to be invalid, illegal, or unenforceable, the remaining terms of these Terms and Conditions shall in no way be affected or impaired.

d. The waiver by either party of a breach of any provision of these Terms and Conditions shall not be construed as a waiver of any subsequent breach.

e. You may not assign any or all your rights or obligations under these Terms and Conditions including by purchase, merger or operation of law, without the prior written consent of APG Technology, which consent shall not be unreasonably withheld. Any attempted assignment or transfer in violation of this provision shall be null and void. APG Technology

S² Agreement www.apg.company Page 17 of 17 may assign its rights and obligations under these Terms and Conditions without prior written consent or notice.

f. In performing the Services, APG Technology shall be acting as an independent sub-contractor and neither APG Technology nor its personnel nor representatives shall be deemed to be your agents or employees. Client may not assign nor transfer its rights, under the Term and Conditions or a Service Program, by operation of law or otherwise, without the prior written consent of APG Technology. APG Technology’s affiliates may participate in APG Technology’s performance under these Terms and Conditions and a Service Program, and APG Technology may also sub-contract its obligations under, these Terms and Conditions and a Service Program provided that APG Technology remains liable for the performance of its affiliates and/or sub-contractors in respect thereof.

g. Same as expressly provided, no term or provision of these Terms and Conditions or a Service Program shall be enforceable by a third party (being any person other than the parties and their permitted successors and assignees).

h. The Client acknowledges that APG Technology has trained personnel who perform Services and has made an investment in such personnel. Therefore, at no time during the term of a Service Program or for one year thereafter, will the Client directly or indirectly either offer employment to or hire any APG Technology employees who perform Services on behalf of APG Technology without APG Technology’s express prior written consent. In the event that the Client is in breach of this provision, APG Technology shall have the right to invoice the Client, and the Client agrees to pay, a sum equal to 12 months’ salary in respect of the hired individual.

i. In performing the Services, APG Technology shall be deemed to be an independent contractor and its personnel and representatives shall not act as nor be Client’s agents or employees. APG Technology shall have complete charge and responsibility for personnel employed or engaged by APG Technology.

j. Upon any expiration or termination of these Terms and Conditions, Sections 12 (Intellectual Property), 14 (Indemnity) and 15 (Warranty/Limitation of Liability) shall survive.

k. These Terms and Conditions may have been translated into various languages for the convenience of APG Technology’s Clients. While the translation is correct to the best of APG Technology’s knowledge, APG Technology is not responsible or liable in the event of an inaccuracy. English is the controlling language of these Terms and Conditions, and any translation has been prepared for you as a courtesy only. In the event of a conflict between the English-language version of these Terms and Conditions and a version that has been translated into another language, the English-language version of these Terms and Conditions shall control.

l. Unless otherwise expressly agreed in a signed writing by the parties in accordance herewith, these terms and conditions, together with any applicable service program, are the complete and exclusive statement of the agreement of terms and conditions between the parties, superseding all proposals or prior terms and conditions, agreements, or communications, oral or written, between the parties relating to the subject matter hereof.