Saas Terms and Conditions

v20200227

Effective July 13, 2018

  1. Definitions

    The following terms shall have the following meanings as set forth below:

    “Affiliates”
    any entity that directly or indirectly controls, is controlled by, or is under common control with another legal entity.
    "Agreement"
    this SaaS Terms and Conditions, its Exhibit(s), and any related Order Forms(s)
    “Client”
    the party named as “Client” on one or more related Order Form(s)
    "Client Personal and Client Proprietary Information"
    any information in the possession or under the control of Client or any of its Affiliates, or that is furnished or made available by Client or any of its Affiliates to SMART SECURITY SOLUTIONS, identifying, relating to, describing, or capable of being associated with, any particular individual (Client employee, customer, or otherwise) or Client, including, but not limited to, name, signature, social security number, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, medical information or health insurance information, education, employment, employment history, bank account number, any other financial information, or any project related information.
    “Client Designated Representative”
    A person or entity authorized to contact SMART SECURITY SOLUTIONS to request product and/or service support on client's behalf.
    "Confidential Information"
    business information, technical information and/or ideas which are not known to the public, including but not limited to:
    1. The terms and conditions of this Agreement;
    2. Specifications, algorithms, Documentation, source and object code for any SMART SECURITY SOLUTIONS product that exists or is in development;
    3. The trade secrets and other “know-how” of SMART SECURITY SOLUTIONS;
    4. Client’s data, material, content and cost models;
    5. Any other information deemed “Confidential” by the disclosing party and not revealed to the general public, which the receiving party obtained through this Agreement; except information the receiving party can document
      1. is in the public domain through no fault of the receiving party;
      2. was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party;
      3. was properly disclosed to the receiving party by another person without restriction;
      4. is disclosed under operation of law;
      5. is disclosed by the receiving party with the disclosing party’s prior written approval.
    “Documentation”
    collectively, the operation instructions, user manuals, help files, and other technical information and materials, in written or electronic form, delivered with access to the Software and that are intended by SMART SECURITY SOLUTIONS for use in connection with the Software.
    “Effective Date”
    the date set forth on a related Order Form.
    "the Equipment"
    any hardware provided by SMART SECURITY SOLUTIONS to Client in the provision, delivery, integration, operation, or management of services to client under this agreement
    “Expiration Date”
    the date set forth on a related Order Form.
    “Order Form”
    any combination of fully executed electronic and paper documents for the Services related to these terms and conditions and incorporated herein.
    "Services"
    the services described herein and in Exhibit 1.
    “SMART SECURITY SOLUTIONS”
    SMART SECURITY SOLUTIONS Inc., with an address at 3748 Oakton St. Skokie IL. 60076.
    “Software”
    the source code, build artifacts, and machine-readable version of any and all software and all corrections, alterations, translations, upgrades and updates and any Documentation now or hereafter developed by SMART SECURITY SOLUTIONS.
  2. Client Obligations
    1. Use of the Services Client agrees to comply with the terms for the Services set forth in Exhibit 1 hereto.
    2. Client Designated Representatives List

      Client agrees to provide and maintain a list of representatives authorized to make use of the support services offered by SMART SECURITY SOLUTIONS on client's behalf.

      Client acknowledges, understands, and agrees that SMART SECURITY SOLUTIONS’ support staff will not service requests from people or entities not mentioned in this Client Designated Representatives List.

      Client further agrees that it has sole responsiblity for the accuracy of all information in the Client Designated Representatives List and that SMART SECURITY SOLUTIONS is not responsible for release of information to; or service supplied to; once authorized parties not yet removed from the Client Designated Representatives List.

    3. Legal Compliance both parties shall comply, and ensure its end users comply, with all applicable laws and regulations.
    4. Security

      Client is responsible for all information and content processed by Client or its end users through the Services (collectively, “Client Information”).

      Client shall be at all times responsible for all use of and access to the Services by its end users.

      Client shall control and manage access to the Services and to all Client Information stored within, or accessible through, the Services, both in determining the implementation configuration of the Services and through Client’s selection and adoption of its end users’ credentials and password practices.

      Client acknowledges that the data security of Client and its end users may be compromised if Client elects an open configuration, or if Client’s end users do not follow all recommended, reasonable, or applicable security policies and procedures and take other appropriate steps to maintain the security of the Services and the Client Information, including, without limitation, maintaining the confidentiality of Client’s end user identifications and passwords, frequent changing of passwords, and maintaining appropriate internal controls to monitor access to and use of the Services.

      Client shall be fully responsible for the protection of all end user identification, credentials and passwords for the Services.

      Client shall immediately notify SMART SECURITY SOLUTIONS of any unauthorized access to the Services or to its end user identification, credentials or passwords.

      Client shall at all times use its best efforts to maintain the security of the Services and prevent unauthorized access to same.

      Client shall promptly notify SMART SECURITY SOLUTIONS in writing of any unauthorized use of, or any claim or proceeding involving the Services of which Client is or becomes aware.

      Client shall cooperate and assist SMART SECURITY SOLUTIONS with the termination of any such unauthorized use.

      SMART SECURITY SOLUTIONS is responsible for access to the Services by its employees and its subcontractors. In the event of a breach of the Services for which SMART SECURITY SOLUTIONS is responsible, SMART SECURITY SOLUTIONS shall promptly notify Client in writing of such breach.

    5. Security Incident Response Provisions
      1. Nondisclosure of Client Personal and Proprietary Information

        Despite any other provision in the Agreement, SMART SECURITY SOLUTIONS’s nondisclosure obligations with respect to Confidential Information that is also Client Personal and Client Proprietary Information shall survive any expiration or termination of the Agreement in perpetuity.

        Upon expiration or termination of the Agreement, or at any time upon request of Client, all Client Personal and Client Proprietary Information in any medium, including all copies or parts of same, shall be returned to Client or destroyed except that SMART SECURITY SOLUTIONS may retain one copy of any materials prepared by SMART SECURITY SOLUTIONS containing or reflecting Client Personal and Client Proprietary Information if necessary for compliance with its internal record-keeping or quality assurance requirements.

        If destroyed, the destruction shall be certified in writing by SMART SECURITY SOLUTIONS and such certification shall be delivered to Client with ten (10) business days.

      2. Security Incidents
        1. Security Incident Response Plan

          SMART SECURITY SOLUTIONS shall develop, implement and maintain a written plan and process for preventing, detecting, identifying, reporting, tracking and remediating Security Incidents (“Security Incident Response Plan” or “SIRP”).

          A Security Incident shall mean an event or set of circumstances resulting in a reasonable expectation of a compromise of the security, confidentiality or integrity of Client Personal and Client Proprietary Information under SMART SECURITY SOLUTIONS’s control.

          Examples of Security Incidents include:

          1. Security breaches to SMART SECURITY SOLUTIONS’s network perimeter or to internal applications resulting in potential compromise of Client data or information;
          2. Loss of physical devices or media, e.g., laptops, portable media, paper files, etc., containing Client data;
          3. Lapses in, or degradation of, SMART SECURITY SOLUTIONS’s security controls, methods, processes or procedures;
          4. The unauthorized disclosure of Client Personal and Client Proprietary Information; and
          5. Any and all incidents adversely affecting Client’s or its Affiliates’, as the case may be, information assets.
        2. SIRP General Requirements

          SMART SECURITY SOLUTIONS’s SIRP will include Security Incident handling and response procedures, specific contacts in an event of a Security Incident, the contacts’ roles and responsibilities, and their plans to notify Client or its Affiliates, as the case may be, concerning the Security Incident. The SIRP must be based on and meet all requirements of the following:

          1. U.S. federal and applicable state laws, statutes and regulations concerning the custody, care and integrity of data and information. SMART SECURITY SOLUTIONS shall ensure that its SIRP and its business practices in performing work on behalf of Client comply with California's Information Practices Act of 1977, California Civil Code §§ 1798.80 et seq., which addresses the provision of notice to Client or its Affiliates, as the case may be, of any breach of the security of Client Personal and Client Proprietary Information if it is reasonably believed to have been acquired by an unauthorized person.
          2. Client information management policies and procedures as made available by SMART SECURITY SOLUTIONS upon request (“Client Policies and Procedures”).
          3. Information security (INFOSEC) policies and procedures as made available by SMART SECURITY SOLUTIONS upon request (INFOSEC Policies and Procedures”).
        3. SMART SECURITY SOLUTIONS Response to Security Incident

          The following will apply in the event of a Security Incident:
          1. SMART SECURITY SOLUTIONS will submit a Security Incident Report (SIR) to Client or its Affiliates’, as the case may be, in accordance with Client Policies and Procedures and applicable laws. The SIR shall be given promptly upon discovery of an SI as required by applicable laws and keep Client or its Affiliates, as the case may be, informed of developments and new information.
          2. At Client’s or its Affiliates’, as the case may be, request, SMART SECURITY SOLUTIONS will meet with Client or its Affiliates to discuss the cause of the Security Incident, SMART SECURITY SOLUTIONS’s response, lessons learned and potential improvements to SMART SECURITY SOLUTIONS’s system security processes and procedures.
        4. Compromise of Client Personal and Client Proprietary Information

          With respect to any Client Personal and Client Proprietary Information in the possession or under the control of SMART SECURITY SOLUTIONS, to protect Client Personal and Client Proprietary Information from unauthorized access, destruction, use, modification or disclosure, SMART SECURITY SOLUTIONS shall:

          • Develop, implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect Client Personal and Client Proprietary Information from unauthorized access, destruction, use, modification, or disclosure; Develop, implement and maintain data privacy and security programs with administrative, technical, and physical safeguards appropriate to the size and complexity of the SMART SECURITY SOLUTIONS’s business and the nature and scope of SMART SECURITY SOLUTIONS’s activities to protect Client Personal Information from unauthorized access, destruction, use, modification, or disclosure;
          • Notice Requirements for Client Personal and Client Proprietary Information. In the event of a Security Incident where Client Personal and Client Proprietary Information was, or is reasonably believed to have been, acquired by an unauthorized person, SMART SECURITY SOLUTIONS shall immediately provide the SIR required by Section 2 (C) of this Agreement. This SIR shall state Client Personal and Client Proprietary Information may be involved, and shall describe the suspected nature of the Client Personal and Client Proprietary Information.
        5. SIRP Review At Client’s or its Affiliates’, as the case may be, request, SMART SECURITY SOLUTIONS shall review the SlRP at least annually with designated representatives to identify updates, changes or potential improvements; and a process to document these changes within ninety (90) days of these changes.
        6. Document Retention SMART SECURITY SOLUTIONS shall maintain all documentation relating to Security Incidents, whether in written or electronic form, including their identification, processing and resolution, for two (2) years after final resolution of all Security Incidents, including the final resolution of all claims arising out of any Security Incident.
      3. Compliance SMART SECURITY SOLUTIONS shall ensure that its employees, agents and contractors performing services for SMART SECURITY SOLUTIONS in connection with the Order Form are informed of and comply with these Security Incident provisions.
    6. Loss and Damage

      Client hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause whatsoever. No loss or damage to the Equipment or any part thereof shall impair any obligation of Client under this Rental which shall continue in full force and effect through the term of the Rental.

      In the event of loss or damage of any kind whatever to the Equipment, Client shall, at SMART SECURITY SOLUTIONS' option:

      1. Place the same in good repair, condition and working order; or
      2. Replace the same with like equipment in good repair, condition and working order; or
      3. Pay to SMART SECURITY SOLUTIONS the replacement cost of the Equipment
  3. SMART SECURITY SOLUTIONS Obligations
    1. Services SMART SECURITY SOLUTIONS will provide the Services as described in Exhibit 1.
    2. Suspension and Termination SMART SECURITY SOLUTIONS reserves the right to suspend or terminate access to and use of the Services if SMART SECURITY SOLUTIONS believes that Client or any of its end users have undertaken, or participated in, any of the activities prohibited in this Agreement, violated the terms of this Agreement, or whose actions have, or are likely to, otherwise cause any harm to or claim against SMART SECURITY SOLUTIONS, the Services, or any third party. SMART SECURITY SOLUTIONS reserves the right (but does not undertake an obligation) at its sole discretion to monitor the activities of Client’s end users of the Services, and the Client Information processed by Client using the Services.
    3. Copy of Client Data At any time during the term of this Agreement, Client may request a copy of the Client data provided pursuant to the Services. Within four (4) business days of such request, SMART SECURITY SOLUTIONS will provide Client a copy of such Client data.
  4. Fees and Payments
    1. Definitions
      "Billing Cycle"
      begins on the 1st day of every calendar month ends on the last day of every calendar month
      "Disconnected Customer"
      A former customer who is no longer entitled to delivery and provision of services under this agreement and whose account has not yet been fully terminated.
      "Invoice Date"
      15th of every month
      "Invoice Due Date"
      1st of every month
      "Outstanding Invoice"
      Any unpaid invoice on the Invoice Due Date
      "Suspended Customer"
      A current customer who's services are currently restricted
    2. Effects of Customer Suspension
      • All user accounts are able to login but not operate devices or manage resources.
      • Access to resources and configuration options may or may not be available.
      • All connected devices will reset to their configured default settings.
      • Door controller devices will not operate connected relays.
    3. Effects of Customer Disconnection

      When an account is disconnected, all customer access to the services are revoked.

      Customer will be asked to return all equipment to Smart Security Solutions, Inc. by requesting a shipping label from returns@smartsecuritysolutionsinc.com.

      If the equipment is not returned within 15 days of receipt of the shipping label, Customer will receive a/an invoice(s) for the equipment.

      Late payment of the equipment invoice and/or failure to return the equipment will incur a late fee of 10% of the invoice subtotal.

    4. Limitation of Liability and Indemnification

      Customer acknowledges, understands, and agrees that in the event that a Customer Account is Suspended or Disconnected, all connected relays will be set to the designated position in their respective settings. Customer further acknowledges and agrees that Customer is solely responsible for setting and maintaining the designated default position of all connected relays.

      CUSTOMER ACKNOWLEDGES AND AGREES THAT RESTRICTIONS ON SUSPENDED AND DISCONNECTED ACCOUNTS MAY RESULT IN LIMITED OR NO ACCESS TO PERSONS, ENTITIES, AND RESOURCES RESTRICTED BY DEVICES CONNECTED TO SMART SECURITY SOLUTIONS INC. PRODUCTS AND SERVICES.

      CUSTOMER ACKNOWLEDGES AND AGREES THAT SMART SECURITY SOLUTIONS INC DISCLAIMS ANY AND ALL LIABILITY FOR ANY SERVICE OUTAGE OR INABILITY TO OPERATE DEVICES CONNECTED TO ANY SMART SECURITY SOLUTIONS INC. PRODUCT OR SERVICE USING ANY SMART SECURITY SOLUTIONS INC. ACCESS METHOD OR TO ACCESS ANY PERSON, ENTITY, OR RESOURCE RESTRICTED BY A CONNECTED DEVICE UNDER ANY CIRCUMSTANCE FOR ANY REASON, INCLUDING ACCOUNT SUSPENSION OR ACCOUNT DISCONNECTION.

      CUSTOMER SHALL PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS SMART SECURITY SOLUTIONS INC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AND AGENTS AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICE, FROM ANY AND ALL CLAIMS, LAWSUITS, LOSSES, DAMAGES, LIABILITY, FINES, PENALTIES, COSTS, AND EXPENSES INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS, ARISING FROM, OR RELATED TO, ANY ABSENCE, FAILURE, OR OUTAGE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, OPERATING DEVICES CONNECTED TO ANY SMART SECURITY SOLUTIONS INC. PRODUCT OR SERVICE, AND/OR INABILITY OF CUSTOMER OR ANY CUSTOMER EMPLOYEE, THIRD PERSON OR PARTY, OR USER OF SMART SECURITY INC’S SERVICE TO BE ABLE TO ACCESS ANY PERSON, ENTITY, OR RESOURCE RESTRICTED BY THOSE DEVICES.

      IN NO EVENT SHALL SMART SECURITY SOLUTIONS INC BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES RELATED TO CUSTOMER’S (OR ANY CUSTOMER EMPLOYEE, AGENT, OR CONTRACTOR, OR THIRD PERSON OR THIRD PARTY OR USER OF SMART SECURITY SOLUTIONS INC’S SERVICE) USE OF OR INABILITY TO OPERATE CONNECTED DEVICES AND/OR ACCESS ANY PERSON, ENTITY, OR RESOURCE RESTRICTED BY THOSE DEVICES.

  5. Proprietary Rights; Confidentiality; Trademarks
    1. Ownership As between SMART SECURITY SOLUTIONS and Client, SMART SECURITY SOLUTIONS has, and shall retain, all right, title and interest in and to the Services, any trade secrets, inventions or know-how (whether patentable or not) or Software incorporated or used in the Services, and all intellectual property and other proprietary rights (including, without limitation, trademarks, trade names, moral rights, copyrights and patent rights) in any of the foregoing arising under the laws of the United States or anywhere throughout the world.
    2. Confidentiality Each party agrees that, except upon the prior express written approval of the other party, the receiving party will hold in the strictest confidence, and shall not disclose to any person, firm, corporation or other entity, any Confidential Information received in connection with this Agreement. Client further agrees that Client will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of the Services. Disclosure of Confidential Information by the disclosing party to the receiving party does not grant the receiving party a license in or to any of the Confidential Information. If, in the course of this Agreement, it is ever unclear to the receiving party whether certain information is Confidential Information, the receiving party will ask a principal of the disclosing party whether the information is Confidential Information and the receiving party will treat such information as Confidential Information unless and until the receiving party is told in writing that such information is not Confidential Information.
    3. Nondisclosure The receiving party agrees that the receiving party shall
      1. use Confidential Information only in the manner and for the purposes specified in the disclosure made to the receiving party;
      2. advise each employee or other person with access to Confidential Information of the obligation to protect it;
      3. use, and require others to use, due care to protect all Confidential Information; and
      4. promptly notify the disclosing party of any unauthorized release of Confidential Information.
    4. Duties Upon Termination of this Agreement Upon termination of this Agreement, the receiving party agrees that the receiving party will exercise reasonable care to return to the disclosing party all documents or articles containing Confidential Information, or destroy such documents or articles containing Confidential Information and certify to the disclosing party that it has done so.
    5. Enforcement The parties further agree that:
      1. the restrictions set forth in this Agreement protect the legitimate interests of the disclosing party and impose no undue hardship on the receiving party;
      2. the restrictions set forth in this Agreement are reasonable as to scope and duration;
      3. due to the unique nature of Confidential Information, any breach of this Agreement would cause irreparable harm for which damages are not an adequate remedy and that the disclosing party shall therefore be entitled to an injunction or other equitable relief in addition to all other remedies available at law.
    6. Restrictions SMART SECURITY SOLUTIONS has represented to Client that it has expended great expense in creating the Software and the Services and has a proprietary interest therein. Client acknowledges that the Software is copyrighted and contains trade secrets of SMART SECURITY SOLUTIONS. Client covenants that it will not sublicense, disclose, display, copy, distribute or use the Software or the Services for any other purpose than that described herein and will hold in strict confidence the design, specifications and associated Documentation of the Software and Services. Neither Client, nor any third party, shall modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, or otherwise attempt to derive the source code from the Software. Neither Client, nor any third party, shall remove, obscure or alter SMART SECURITY SOLUTIONS’ copyright notices, trademarks, trade names or other proprietary rights or notices affixed to or contained in the Software and/or the Services. Client shall not and shall not authorize any third party to:
      1. create derivative works, as defined under 17 USC § 106 (as interpreted by applicable case law), copy (other than as set forth in this Agreement), alter or in any way modify the Software;
      2. translate, decompile, disassemble, reverse compile or reverse engineer the Software or the Services, or in any other manner reduce the Software or the Services to human perceivable form, except to the extent that such restrictions are not permitted under applicable law; or
      3. bypass or delete any copy protection methods that are for preventing unauthorized copying or use of the Software or the Services. Client further acknowledges and agrees that in the event of a breach or threatened breach by the Client of any of the provisions of this paragraph, SMART SECURITY SOLUTIONS will have no adequate remedy at law and accordingly shall be entitled to injunctive relief. However, no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of the breach of any provision of this Agreement. The covenants contained in this paragraph shall survive the termination of this Agreement. Client shall take appropriate action whether by instruction, agreement or otherwise and whether with its employees or others, to satisfy its obligations under this Agreement with respect to the use, copying, protection and security of the Software, Services, Documentation and all materials related thereto. Further, Client shall not, and shall not allow any others to:
      4. interfere with or disrupt the integrity or performance of the Services; or
      5. attempt to gain unauthorized access to the Services or its related systems or networks.
    7. Reservation of Rights Any and all rights in and to the Software, Documentation, and Services not expressly granted to Client in this Agreement are hereby reserved by SMART SECURITY SOLUTIONS.
  6. Indemnification
    1. Indemnification By SMART SECURITY SOLUTIONS SMART SECURITY SOLUTIONS shall indemnify, defend and hold harmless Client from and against all losses, liabilities, damages and claims, and all related costs and expenses (including any costs or expenses related to increased regulatory or administrative oversight), fines, penalties, or interest, including reasonable legal fees and costs, arising out of, in connection with, or relating to any claim involving performance or non-performance of the Services:
      1. If the Services or any portion of the Services infringe upon or violate any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights of any third party;
      2. Relating to any actual or alleged violation of any applicable law;
      3. Relating to visa status, payment or non-payment of any statutory withholding charges, Client employee benefits or other financial obligations, including overtime, contribution taxes, benefits and penalties payable under Workers’ Compensation (including Workers’ Compensation Reform Act of 1989), unemployment compensation, disability benefit, old age benefit, or tax withholding laws if Client can be adjudged liable as an employer with respect to SMART SECURITY SOLUTIONS or SMART SECURITY SOLUTIONS personnel, arising out of or in any way related to the relationship between Client, SMART SECURITY SOLUTIONS, and SMART SECURITY SOLUTIONS personnel, including the failure of SMART SECURITY SOLUTIONS personnel to be recognized as exclusively employed by SMART SECURITY SOLUTIONS and not by Client.
    2. Infringement If the Services, or any portion of the Services becomes, or in Client's reasonable opinion is likely to become, the subject of an infringement, including misappropriation, claim or proceeding, SMART SECURITY SOLUTIONS shall, in addition to indemnifying Client as provided in this section and any other rights Client may have under the Agreement:
    3. Indemnification Procedures The party seeking indemnification hereunder (the “Indemnitee”) shall provide the other party (the “Indemnitor”) with:
      1. prompt written notice of any claim subject to indemnification; provided, however, the Indemnitor shall not be required to indemnify Indemnitee to the extent any delay in providing such notification increases the amount of any such claim;
      2. reasonable assistance to defend or settle such claim at the Indemnitor’s expense. The Indemnitee agrees that the Indemnitor shall have sole control of the defense and all related settlement negotiations of such claim; provided, however, that the Indemnitor shall not agree to any settlement or compromise that imposes any obligation or liability on the Indemnitee (other than the payment of money that is indemnified or that impacts the use of the Software or the Services) without the Indemnitee’s prior written consent, which shall not be unreasonably withheld. The Indemnitee shall have the right to participate in the defense and settlement negotiations of such claim through its own counsel at its own expense.
  7. Term; Termination
    1. Term This Agreement becomes effective on the Effective Date and expires on the Expiration Date. This Agreement shall remain in effect for the Term set forth on the Order Form.
    2. Termination for Convenience Either party may terminate this Agreement, without cause, by written notice to the other party at least thirty (30) days prior to the expiration of the then current Term, which termination will become effective at the end of the then current Term
    3. Termination for Material Breach In the event of any material breach of this Agreement (including any Order Form), the non-breaching party shall give the breaching party written notice describing such breach. In the event that the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice of such breach from the non- breaching party, the non-breaching party may terminate this Agreement upon written notice to the breaching party
    4. Effect of Termination Upon the effective date of any termination or expiration of this Agreement, without prejudice to any other rights which the parties may have, and subject to the other provisions of this Agreement:
      1. SMART SECURITY SOLUTIONS shall immediately discontinue providing Services to Client;
      2. Client shall immediately discontinue any and all use of the Services, and return any Documentation to SMART SECURITY SOLUTIONS;
      3. Client shall pay SMART SECURITY SOLUTIONS any outstanding amounts due hereunder. Further, within thirty (30) days of the effective date of any termination or expiration of this Agreement, SMART SECURITY SOLUTIONS shall remove all Client data from the Services, and certify to Client in writing that it has done so.
  8. LIMITATIONS OF LIABILITY
    1. WAIVER OF CONSEQUENTIAL DAMAGES WITH THE EXCEPTION OF SMART SECURITY SOLUTIONS’ LIABILITY OBLIGATIONS REGARDING INFRINGEMENT INDEMNIFICATION AND RELATING TO THE ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. LIMITATIONS OF LIABILITY WITH THE EXCEPTION OF SMART SECURITY SOLUTIONS’ LIABILITY OBLIGATIONS REGARDING INFRINGEMENT INDEMNIFICATION AND RELATING TO THE ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAW, SMART SECURITY SOLUTIONS’ SOLE LIABILITY TO CLIENT, IF ANY, SHALL IN NO EVENT EXCEED THE AMOUNTS PAID HEREUNDER FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY.
    3. DISCLAIMERS EXCEPT AS EXPRESSLY STATED HEREIN, SMART SECURITY SOLUTIONS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SMART SECURITY SOLUTIONS DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF CLIENT’S REQUIREMENTS OR THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
  9. Miscellaneous
    1. Entire Agreement This Agreement shall be binding upon SMART SECURITY SOLUTIONS and its successors and assigns, and Client, its successors and assigns, as the case may be. This Agreement, including any Order Forms or exhibits, represents the entire Agreement between the parties, and expressly supersedes and cancels any prior oral or written agreements on the subjects herein. Each party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. Other than as specified herein, this Agreement may only be supplemented or modified by a writing executed by the parties. No additional or conflicting term in any purchase order, or other document shall have any effect.
    2. Governing Law, Venue This Agreement shall be governed in accordance with the laws of the State of Illinois, without regard to its conflicts of law rules. The exclusive forum for any disputes, suits, actions or after legal proceeding arising out of or relating to this Agreement shall be an appropriate state or federal court situated in Cook County in the State of Illinois and each party hereby irrevocably submits to the exclusive jurisdiction and venue of any such court in any such dispute, suit, action or other legal proceeding.
    3. Severability If any provision of this Agreement or portion thereof is found to be invalid or unenforceable under applicable law, it shall be omitted from this Agreement without invalidating the remainder of such provision or the remaining provisions of this Agreement.
    4. Headings The various headings in this Agreement and any exhibits are for convenience only. They shall not affect the meaning or interpretation of this Agreement or any paragraph or provision hereof
    5. Counterparts/Execution This Agreement may be executed in two (2) or more counterparts, each of which when so executed and delivered, including delivery of an executed counterpart by means of facsimile transmission or email delivery of an electronically scanned counterpart, shall be deemed an original, and all of which, together, shall constitute one and the same instrument. Upon mutual agreement of the parties, this Agreement may be executed and signed via electronic signature.
    6. Force Majeure Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, governmental act or failure of the internet not resulting from the actions or omissions of the party.
    7. Survival Sections 1, 4, 5, 7.4, 8, this Section 9, and Section 10 of this Agreement shall survive any termination of this Agreement.
    8. Relationship The parties intend to create an independent contractor relationship and nothing contained in this Agreement will be construed to make either SMART SECURITY SOLUTIONS or Client partners, joint ventures, principals, agents or employees of the other. Neither party will have any right, power or authority, express or implied, to bind, or make representations on behalf of the other.
    9. Export Laws Client agrees to comply with all laws and regulations of the United States, European Union, and other countries and jurisdictions (“Export Laws”) to assure that the Services or the Software are not exported, directly or indirectly, in violation of Export Laws, or used for any purpose prohibited by Export Laws. SMART SECURITY SOLUTIONS shall provide all information under its control and necessary or useful for Client to obtain any import or export licenses required for Client to export Services within ten (10) business days of Client’s request. In no event may Client sell or export, directly or indirectly, the Services or the Software to any of the following countries: Burma (Myanmar), Cuba, Iran, Sudan, Syria, Western Balkans, Belarus, Cote d'Ivoire, Democratic Republic of the Congo, Iraq, Liberia (Former Regime of Charles Taylor), Libya, North Korea, Somalia and Zimbabwe.
    10. U.S. Government Restricted Rights If the Services are used for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), it is provided with RESTRICTED RIGHTS. The Services and accompanying documentation are “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to 48 C.F.R. 12.212 and 227.7202, and “restricted computer software” pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modification, reproduction, release, performance, display, or disclosure of the Services and accompanying documentation by the U.S. Government are subject to restrictions as set forth in this Agreement and pursuant to 48 C.F.R. 12.212, 52.227-14 (Alternate III), 52.227-19, 227.7202, and 1852.227-86, as applicable. 9.13 Non-solicitation. During the term of this Agreement and for twelve (12) months after its expiration or termination, neither party will, either directly solicit for employment by itself any employee of the other party who was involved in the performance of the party’s obligations under this Agreement, unless the hiring party obtains the written consent of the other party. In the event that either party hires an employee of the other party, the hiring party shall pay the other party an amount equal to thirty percent (30%) of such employee’s first year’s salary. This provision shall not restrict general advertisements of employment or the rights of any employee of one party, on that employee’s own initiative, or in response to general advertisements, to seek employment from the other party and under such circumstances, for the other party to hire such employee.
    11. Representation of Authority Each party represents and warrants that:
      1. the signatory named in an Order Form has the authority to bind the party on whose behalf he/she is signing to the terms of this Agreement;
      2. the execution and delivery of this Agreement has been duly authorized;
      3. this Agreement is valid binding on the parties and enforceable in accordance with its terms.
  10. Notices
    1. Notices All notices delivered under this Agreement shall be in writing and deemed given upon receipt when delivered personally or upon confirmation of receipt following delivery of
      1. nationally recognized overnight courier service
      2. registered or certified mail, return receipt requested, postage prepaid, in each case addressed to the party’s address set forth in an Order Form, or at such other address of which one party is notified by the other in writing.

Exhibit 1 Services

  1. Definitions
    "Breakdown Time"
    total number of minutes of an Outage that is not attributable to excluded events.
    "Emergency"
    an actual or likely widespread security risk or imminent failure of the Software associated with not performing an Update or maintenance.
    "Incident"
    a single-defined Problem seeking resolution
    "Hours of Operation"
    Monday through Friday, 9:00AM through 5:00PM United States Central Standard Time (CST), excluding national holidays observed by SMART SECURITY SOLUTIONS. SMART SECURITY SOLUTIONS may make reasonable changes to Hours of Operation from time to time. SMART SECURITY SOLUTIONS shall provide no less than ten (10) business days’ notice for any such changes.
    "Named User"
    A person identified by name and authorized by Client to use the Services pursuant to the terms of this Agreement
    "Outage"
    no users can access the Software for more than 15 consecutive minutes
    "Planned Downtime"
    See Scheduled Outage
    "Problem"
    a failure of the Software to conform with SMART SECURITY SOLUTIONS’ published specifications for the Software in any material respect, or a failure of the Hosting Services to meet the terms in this Exhibit.
    "Problem Report"
    Notification of a Problem that includes the following information:
    • a description of the Problem and the desired functionality the Client wishes to achieve
    • the step-by-step process to reproduce the Problem
    • any and all exact error messages associated with the Problem
    "Resolution"
    A Resolution to a Problem may consist of any of the following:
    • Solution or answer is provided
    • A request for enhancement is submitted
    • A fix or work-around is provided
    • An identified error in the Documentation is fixed
    • A fix is incorporated into a future release (for Severity Three and Four only)
    • The Problem relates to a third-party software vendor who has been notified of the problem
    An Incident is considered "open" when a Client provides an SA with a Problem Report. An Incident is considered "closed" when a Resolution to the Problem is given to the Client. An Incident is also considered “closed” if and when it is determined that:
    • the Problem Report relates to third party software that is not the Software or the Hosting Services
    • the problem identified is not a Problem as defined herein, or is not covered by the Services or
    • the problem relates to a hardware/software issue that is not supported by SMART SECURITY SOLUTIONS
    "Scheduled Outage"
    any period for which SMART SECURITY SOLUTIONS gives notice 8 hours or more in advance that the Software will be unavailable
    Support Analyst (SA)
    SMART SECURITY SOLUTIONS Customer Support (“Customer Support”) becomes fully engaged on the Effective Date set forth in the applicable Order Form, and is the main point of coordination for all support requests from Client. An SA is normally the first point of contact in the event that a Client needs assistance with the supported Software. The primary function of the SA is to perform a first level Problem determination, severity level determination, Problem resolution and then interface with any additional resources required, working towards the ultimate resolution of the Problem. In addition the SA can be called during Hours of Operation to give a status update on any ongoing Problems and is responsible for pro-actively obtaining any status updates.
    "Updates"
    any upgrade, bug fix, error corrections, or modification to the Software that is generally made available to customers of SMART SECURITY SOLUTIONS in the ordinary course of its business free of charge.
    "Upgrades"
    any upgrades or modifications to the Software which include feature enhancements or new functionality that are generally made available to customers of SMART SECURITY SOLUTIONS in the ordinary course of its business for a fee.
    "Unscheduled Outage"
    See Outage
  2. Software Functionality “Named Users”. Subject to the terms and conditions of this Agreement and upon payment in full of the fees set forth in one or more Order Form(s), Client may use the Services solely for Client’s business purposes for the number of Named Users as set forth in an Order Form and in the Documentation. Named Users may be de-activated by Client removing security profiles from end-user accounts. Once a Named User is de-activated, it can be re-activated by Client by allocating the license related to such de-activated Named User to any Named User account. The online access rights to the Software located on SMART SECURITY SOLUTIONS’ servers and the online services and functions offered in connection with the Software are further described in the Documentation. Such access rights may be subject to terms and conditions of third party services incorporated into the Services. Client agrees to comply with, and to ensure that its Named Users comply with, any such third party terms and conditions.
  3. Privacy Policy iLok software, either its Phone apps or its cloud software does not share any data it may collect with any 3rd party. The security and privacy of all users is kept to the best practices to date. Any Location, user info, names, phone numbers, or other data that any user may enter into this software or app or be collected is used solely to enhance the users experience and the functionality of this software. Specifically Location data is used to only compare the users Phone location with the Lock that is being targeted to open. Data is securely stored in databases segregated by each Customer in their corresponding schema.
  4. Additional Use Restrictions

    The responsibility for avoiding harmful activities rests primarily with the Client. SMART SECURITY SOLUTIONS will not, as an ordinary practice, monitor the communications of its subscribers to ensure that they comply with SMART SECURITY SOLUTIONS policy or applicable law.

    When SMART SECURITY SOLUTIONS becomes aware of harmful activities, however, it may take any action to stop the harmful activity, including but not limited to, removing information, shutting down a web site, implementing screening software designed to block offending transmissions, denying access to the internet, or take any other action it deems appropriate.

    Material and Product Requirements. Client must ensure that all material and data placed on SMART SECURITY SOLUTIONS' equipment is in a condition that is 'server-ready,' which is in a form requiring no additional manipulation by SMART SECURITY SOLUTIONS.

    SMART SECURITY SOLUTIONS will make no effort to validate any of this information for content, correctness or usability. If Client material is not 'server-ready,' SMART SECURITY SOLUTIONS has the option at any time to reject this material.

    SMART SECURITY SOLUTIONS will notify Client of its refusal of the material and afford Client the opportunity to amend or modify the material to satisfy the needs and/or requirements of SMART SECURITY SOLUTIONS.

    Use of the Services requires a certain level of knowledge in the use of the Software. It is not SMART SECURITY SOLUTIONS' responsibility to provide this knowledge or Client support outside of the Services.

    Actions SMART SECURITY SOLUTIONS reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or potentially in violation of any laws. If SMART SECURITY SOLUTIONS becomes aware of any possible violation by Client of this Agreement, any related policies or guidelines, third party rights or laws, SMART SECURITY SOLUTIONS may immediately take corrective action, including, but not limited to issuing warnings, suspending or terminating the Service, restricting or prohibiting any and all uses of content hosted on SMART SECURITY SOLUTIONS' systems, and/or disabling or removing any hypertext links to third-party web sites, any of Client content distributed or made available for distribution via the Services, or other content not supplied by SMART SECURITY SOLUTIONS which, in SMART SECURITY SOLUTIONS' sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes SMART SECURITY SOLUTIONS to civil or criminal liability or public ridicule.

    It is SMART SECURITY SOLUTIONS' policy to terminate repeat infringers. SMART SECURITY SOLUTIONS' right to take corrective action, however, does not obligate SMART SECURITY SOLUTIONS to monitor or exert editorial control over the information made available for distribution via the Services.

    If SMART SECURITY SOLUTIONS takes corrective action due to such possible violation, SMART SECURITY SOLUTIONS shall not be obligated to refund to Client any fees paid in advance of such corrective action.

    Disclosure Rights To comply with applicable laws and lawful governmental requests, to protect SMART SECURITY SOLUTIONS' systems and Clients, or to ensure the integrity and operation of SMART SECURITY SOLUTIONS' business and systems, SMART SECURITY SOLUTIONS may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on SMART SECURITY SOLUTIONS' servers and systems. SMART SECURITY SOLUTIONS also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

    If SMART SECURITY SOLUTIONS, or any of its Affiliates are requested or required by applicable law, regulation, legal process, subpoena, or other directive of a court, administrative agency, quasi-judicial body, or arbitration panel to disclose the Client’s Confidential Information, SMART SECURITY SOLUTIONS, or its Affiliates will notify the Client promptly so that the Client may seek an appropriate protective order, or waive, in such instance, compliance by SMART SECURITY SOLUTIONS or its Affiliate with the applicable provisions of this Agreement. In the event no protective order or other remedy is obtained, SMART SECURITY SOLUTIONS or its Affiliates, under the advice of legal counsel, will furnish only that portion of the Clients Confidential Information that SMART SECURITY SOLUTIONS is legally required to disclose. In any event, SMART SECURITY SOLUTIONS or its Affiliates will cooperate with, and not oppose action by, the Client to obtain an appropriate protective order or other reliable assurance that confidential treatment consistent with this Agreement will be accorded the Confidential Information.

    Interruption of Service Client understands and agrees that occasional temporary interruptions of any internet services may occur as normal events in the provision of Internet services. Client hereby acknowledge and agree that under no circumstances will SMART SECURITY SOLUTIONS be held liable to Client or any other person, firm or entity for any financial or other damages due to any temporary delay, outages or interruptions of the Services. Further, SMART SECURITY SOLUTIONS shall not be liable to Client or any other person, firm or entity for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any cause or causes including, but not limited to, any act of God, fire, explosion, vandalism, cable cut, storm, or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure); any law, order, regulation, direction, action or request of the United States government or of any other government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority; national emergencies, insurrections, riots, wars; or strikes, lockouts, or work stoppages or other labor difficulties; SMART SECURITY SOLUTIONS failures, shortages, breaches or delays.

  5. Software Support Services In addition to the terms set forth in the body of the SaaS Terms and Conditions, the following terms shall apply with respect to Software support services:
    1. Client Services SMART SECURITY SOLUTIONS shall provide Client, so long as Client is in compliance with the terms of this Agreement, with the following services:
      1. Phone/Email/Web-based Support Client shall have the opportunity to access a web-based portal, call or e-mail SMART SECURITY SOLUTIONS to have questions answered about the operation of the Software. SMART SECURITY SOLUTIONS will use commercially reasonable efforts to provide answers to Client’s questions during Hours of Operation.
      2. Updates and Upgrades Client shall be provided with any Updates (and Upgrades if Client has paid SMART SECURITY SOLUTIONS for Services as set forth herein) that SMART SECURITY SOLUTIONS makes generally available to its other customers and will install the Update or Upgrade in Client environments.
      3. Additional services Client shall have the opportunity to contract with SMART SECURITY SOLUTIONS to obtain additional professional services, including, implementation services, configuration, project management, and training at SMART SECURITY SOLUTIONS’ then prevailing rates. Such services are excluded from the Services.
      Should Client alter the Software in any manner, SMART SECURITY SOLUTIONS’ obligation to provide the services described herein shall immediately cease.
    2. Support Process

      The SA is the main point of coordination for all support requests and is the first point of contact in the event that a Client Designated Representative needs assistance with the Software or Hosting Services.

      Client shall establish and maintain the organization and processes to provide “First Line Support” for the Software directly to their end users. First Line Support shall include but not be limited to:

      1. a direct response to end users with respect to inquiries concerning the functionality or operation of the Software
      2. a direct response to end users with respect to problems with the Software
      3. a diagnosis of problems or deficiencies of the Software and
      4. a resolution of problems or deficiencies of the Software

      SMART SECURITY SOLUTIONS shall establish and maintain the organization and processes to provide “Second Line Support” for the Software to Client. If after commercially reasonable efforts Client is unable to diagnose or resolve problems or deficiencies of the Software, Client shall contact SMART SECURITY SOLUTIONS’ SA (or other SMART SECURITY SOLUTIONS support representative if SA is not available) for Second Line Support and SMART SECURITY SOLUTIONS shall provide support for the Software in accordance with the terms herein.

      Second Line Support shall be provided upon escalation at the sole discretion of SMART SECURITY SOLUTIONS. Second Line Support includes but is not limited to diagnosis and resolution of Problems.

    3. Customer Support Procedures In order for Client to receive the highest level of responsiveness when contacting Customer Support, the following procedures are recommended: For telephone support during Hours of Operation, call the applicable SMART SECURITY SOLUTIONS Support Line as designated on SMART SECURITY SOLUTIONS’ website. If an SA is not immediately available, Client will have the option to open a support ticket and/or leave a message. For email support, send a question or issue to support@smartsecuritysolutionsinc.com. Such request will be logged and assigned to an SA.
  6. Hosting Services Description and Terms Subject to this Agreement and the parameters and restrictions set forth in the Order Form, including without limitation, payment of the applicable fees for the Services, and in the Hosting Services Description and Terms set forth in this Section 5, for the duration specified in the Order Form, SMART SECURITY SOLUTIONS shall host the Software (the “Hosting Services”) and provide such Hosting Services as more fully described below. SMART SECURITY SOLUTIONS shall not be responsible for any delay in, or inability to perform, any Hosting Services that results from a delay or failure in performance by Client, including any failure of Client to make management and technical personnel reasonably available to SMART SECURITY SOLUTIONS.
    1. Data Center Requirements The Software will be hosted in a well known and trusted cloud hosting provider's data center (such as Amazon, Google, DigitalOcean, Linode, etc) and/or a data center that meets the following requirements:
      1. operated by prudent and experienced data center operators;
      2. uninterruptible power (including UPS and generator power to maintain continuous power supplies during power outages or problems);
      3. early warning smoke detection and shutdown systems;
      4. computer accommodation with N+1 HVAC capabilities (heating, ventilation, air-conditioning and cooling);
      5. security (physical, and network) security which includes high security access and video surveillance monitoring of the data center; and
      6. fully redundant pathways to the internet.
      7. fully configured firewalls to block non-essential traffic to secure access to the Software and provision of the Hosting Services.
    2. Environments
      1. SMART SECURITY SOLUTIONS will provide Hosting Services for the number of Production Environments as set forth in an Order Form.
      2. Uptime availability requirements as defined below will only apply to Production Environments.
    3. Administration (network, systems, and database)
      1. SMART SECURITY SOLUTIONS will administer the operating systems to ensure they have security patches applied as soon as practicable taking into account potential interference of implementing the patches to Client’s use of the Software and the criticality of the relevant security issue that the patches are applied to address.
      2. SMART SECURITY SOLUTIONS will perform maintenance on the environments including but not limited to operating systems and databases that will adversely affect performance or availability during these “Scheduled Outages.”
      3. The deployment time will vary based on the specific requirements for Client’s implementation.
    4. Backups and Restoration
      1. SMART SECURITY SOLUTIONS will back-up the Software and all data hosted by it according to the backup and retention level and schedule specified in the Order Form for Hosting Services.
      2. SMART SECURITY SOLUTIONS will ensure that it has the capability to conduct a complete restoration (roll-back) of the Software and associated data from a backup;
    5. Emergency upgrades or maintenance
      1. If an emergency occurs SMART SECURITY SOLUTIONS will take all necessary steps to avoid an Outage as a result of that emergency or the updates or maintenance required to resolve that emergency. An Outage caused by an emergency will be an Unscheduled Outage.
      2. If the only way to resolve the emergency is to install an Update or by conducting maintenance and this will cause an Outage, SMART SECURITY SOLUTIONS will:
        1. notify Client immediately;
        2. conduct any reasonable upgrades or maintenance as soon as possible within the standard maintenance windows or at another time agreed by Client; in cases of maximum severity, SMART SECURITY SOLUTIONS may need to perform immediate upgrades or maintenance;
        3. take all reasonable steps to minimize the impact and length of any Outage
    6. Monitoring and technical support
      1. SMART SECURITY SOLUTIONS will monitor the Hosting Services, the Software, all servers, operating systems, networks, server load, bandwidth, connectivity and network elements (Monitored Elements) 24 hours a day seven days a week by automated agents which will alert SMART SECURITY SOLUTIONS’ on-call system administrators immediately if a fault arises.
      2. SMART SECURITY SOLUTIONS will ensure that its monitoring activities do not reduce or otherwise adversely impact availability.
      3. SMART SECURITY SOLUTIONS will use commercially reasonable efforts to maintain 98% Uptime as defined below:
        1. System Availability Upon mutual agreement between SMART SECURITY SOLUTIONS and Client that the production environment is stable and has been approved by both parties for going live, The Hosting Services shall maintain a 99% Uptime level for Production Environments, which means that the Software will be accessible 99% of the time during any annual term, except as provided below. “Uptime” percentage will be calculated per annual term, as follows:
          For any partial annual term covered by the Agreement, the Uptime percentage for that annual term will be calculated based on the total number of minutes in that annual term. Uptime percentage is tracked by SMART SECURITY SOLUTIONS through a combination of monitoring packages. Upon request, SMART SECURITY SOLUTIONS shall deliver to Client a report containing statistics on Uptime percentage within thirty (30) business days of the end of an annual term. Notwithstanding the foregoing, if Client requires an interim report, SMART SECURITY SOLUTIONS will provide such report within one to three business days after request by Client. Excluded Events: The occurrence of the following events are hereby excluded from SMART SECURITY SOLUTIONS’ system availability guarantee under this Schedule:
          • Planned Downtime
          • Force Majeure events (as defined in the Agreement)
          • The inability of Client to access the Software due to internet, telecommunications, hardware, software, user error, or other issues outside the control of SMART SECURITY SOLUTIONS
        2. General Any obligations of SMART SECURITY SOLUTIONS under this Schedule will be null and void upon any material breach by Client of the Agreement, including any failure by Client to meet payment obligations to SMART SECURITY SOLUTIONS.