‘necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or ‘indirectly In increases s Johnson Controls’ cost to perform the services, Customer is
obligated to reimburse Johnson Controls for such increased costs, inciuding, without limitation, costs incurred by Johnson Controls for additional labor, inventory storage, expedited shipping
aa traifer and equipment rental fees, subcontractor fees or other Costs ar and expenses incurred by Johnson Controls in connection with the Force Majeure Event.
IL, Assignment. This Agreement is not assignable by the Customer except upon written consent of Johnson Controls first being obtained. Johnson Controts shall have the right to assign |
is Agreement or to subcontract any of its obligations under this Agreement without notice to Customer.
mm Digital Enabled ‘Services, Software and Hosted Software Services. If Johnson Controls provides Digital Enabled Services under this Agreement, ‘these Digital Enabled Services require
the collection, transfer and ingestion of building, equipment, system time series, and other data to Johnson Controls’ cloud-hosted software tools and applications. Customer consents to the |
collection, transfer and ingestion and use of such data by Johnson Controls to enable Johnson Controls to provide, maintain, protect and improve the Digital Enabled Services and its
products and services. Customer acknowledges that, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all
potential maifunction, insure against loss, or guarantee a certain level of performance. As used herein, "Digital Enabled Services" mean services provided hereunder that employ Johnson
Controls software and cloud-hosted software offerings and tools ("Software") to provide, improve and enable such services. Digital Enabled Services may include, but are not limited to, (a)
remote inspection, (b) advanced equipment fault detection and diagnostics, and {c¢} data dashboarding and system health reporting.
| Implementation, deployment and Customer use of Software offered under this Agreement shall be subject to, and govemed by, Johnson Controls’ standard terms for such Software and
Software ‘elated professional services that may be updated by Johnson Controls from time to time at https:/vwww johnsoncontrols.convtechterms (collectively, the “Software Terms’).
Applicable Software Terms are incorporated in this Agreement by reference, Other than the right to use the Software as set forth in the Software Terms, Johnson Controls and its licensors
| feserve all ight, tite, and interest {including all intellectual property rights) in and to the Software and improvements to the Software. Software licensed hereunder is licensed subject to the
Software Terms and nol sold. If there is @ conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govem with respect to rights and
responsibilities relating to the Software, its implementation and deployment and any improvements thereto.
Notwithstanding any other provisions of this Agreement, unless otherwise set forth in the applicable SOW, the following terms apply to Software that is provided to Customer on a
subscription basis (i.¢., a time limited license or use right), (each a "Software Subscription’): Each Software Subscription provided hereunder will commence on the date the initial
credentials for the Software are made available (the "Subscription Start Date") and will continue in effect until the expiration of the subscription term noted in the applicable SOW. At the
_ expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a "Renewal Subscription Term’), unless either party
| provides the other party with a notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. To the extent permitted by applicable law, Software
| Subscriptions purchases are non-cancelable and the sums paid nonrefundable, Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date
and each subsequent anniversary thereof, Invoices are due upon receipt unless otherwise specified on the invoice, Unless otherwise agreed by the parties in writing, the subscription fee
for each Renewal Subscription Term will be priced at Johnson Controls’ then-applicable list price for that Software offering. Any use of Software that exceeds the scope, metrics or volume
| Sel forth in this Agreement and applicable SOW will be subject to adgitional fees based on the date such excess use began.
IN. Privacy. 1. Jobnson Controls as Processor: Where Johnson Controls factually acts as Processor of Personal Data (as defined therein) on behalf of Customer, the terms at
| www johnsoncontrals.com/dpa shall apply. 2. Johnson Controls as Controller: Jonnson Controls will collect, process and transfer certain personal data of Customer and its personnel related
to the business relationship between it and Customer (for example names, email addresses, telephone numbers) as controller and in accordance with Johnson Controls’ Privacy Notice at |
| hitps:/Awew johnsoncontrols.comprivacy. Customer acknowledges Johnson Controls’ Privacy Notice and striclly tc the extent consent is mandatority required under applicable law,
| Customer consents to such collection, processing and transfer. To the extent consent to such collection, processing and ttansfer by Company is mandatorily required from Customer's
| personnel under applicable | law, Customer warrants and represents that it has obtained such consent. j
‘0. Johnson Controls License Information: AL 1496, 1499, 1500, 1501, 1502, A244, The Security Industry is governed by the cules and regulations of the Alabama Electronic Security
Goard of Licensure. If you would like information on these rules and regulations or would like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd., Montgomery
36116, (334) 264-9388 Fax: 334-264-9332 AK 125516; 1968473, §430 Fairbanks Street, Suite 7 Anchorage, AK 99507 AR 0000199, 0030740118 Regulated by Arkansas Bd. of Private
Investigators & Private Security Agencies, #1 State Police Plaza Dr., Little Rock 72209, (501) 618-8600 AZ ROC281489, 18267-0 CA 977249; alarm company operators are licensed and
| fegulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814 CT 0106099-L5 DC ECS1327 FL EF20000890, EF20000341,EF 0000478
| GA LVA002833, LVA205386, LVU004635 HI CT-32427 ID PWC-C-12256-A-4, RCE-33602, EC012834 IL 127001526, 128000247, 128000246, 128000243 LA 24889, F523, F489 MA 401-
C, MI36012069742, A-0352, 4-0170, 3602206914, A-0638, 3602206913, A-1058, A-1199 Whitcomb Avenue Madison Heights, Ml 48071; MN TS651063 MS 15024088, 19530-SC NC 846-
| CSA, 28510-SP-FAVLYV, 19385-SP-FAILY, 27353-SP-FAILV, 19718-SP-FAILV, 24191-SP-FAILV, 22850-SP-FAILV 101 industrial Drive, Ste 104 Raleigh, NC 27069, (919) 788-5320 NJ
| 34BF00050200, P00451, 607013 NM 375283 NV 0077542, F470, F469, NY 12000327404, Licensed by NYS Dept. of State OH E16782, 50-18-1052, 50-25-1050, 50-48-1032, 50-57-
1119, 53-31-1582 OK AC-67 OR CLE-322, 197010, AC-67 PA Pennsylvania Home Improvement Contractor Registration Number; PAO10083 Rt 18004, AF-09170 TN ACC 1704,
ACC1705, ACC1707, ACC1708, ACC1709, ACC710, ACC1711 TX 800536, 4200 Buckingham Road Ste 150, Ft. Worth, TX 76115 - Dept of Public Safety, Private Security 5805 N. Lamar
Bivd, Austin 78752, ACR-1460 UT 8390557-6501 VA 11-7587, 11-7575, 11-7591, 14-7573, 11-7589, 11-7578, 2705147765 WA JOHNSCS637N4, 19625 62nd Ave South, Ste C112 Kent,
WA 98032 WV 050291. The foregoing list shows only these license numbers Johnson Controls Security Solutions LLC (Johnson Controls”) is required by law to include on marketing
| matenals. A comprehensive list o
