Wur-Com End User License Agreement

THIS AGREEMENT SHALL TAKE EFFECT WHEN CLIENT (DEFINED BELOW) SIGNS THE AGREEMENT ORIGINALLY OR ELECTRONICALLY OR BY CLICKING THE “ACCEPT” BUTTON BELOW (the “Effective Date”). CLIENT: (A) ACKNOWLEDGES THAT CLIENT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT CLIENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT, (C) THAT THE PARTY CLIICKING THE “ACCEPT” BUTTON OR SIGNING THIS AGREEMENT HAS THE LEGAL AUTHORITY TO BIND CLIENT; AND (D) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS.

This Wur-Com End User License Agreement (this “Agreement”) is a binding contract between you (“Client”) and Wurtec, Inc. (“Wurtec”). This Agreement governs Client’s access to and use of the Services (defined below). Both Wurtec and Client are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

1. Definitions. Capitalized terms that are not otherwise defined in this Agreement shall have the following meanings:

“Authorized User” means Client and Client’s employees, consultants, contractors, representatives and agents (i) who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the Services has been purchased by Client hereunder.

“Client Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or by any Authorized User through the Services.

“Documentation” means Wurtec’s user manuals, handbooks, and any guides relating to the Services provided by Wurtec to Client either electronically or in hard copy form.

“Services” means the software and hardware provided by Wurtec to Client under this Agreement that allow for audio, video, text and computer communication between a Client Car Station and an Authorized User whether on-premises or remote. The Services also provide for the continued maintenance and viability of the Wur-Com product . The Services include back-end maintenance, and front-end maintenance for the Wur-Com Software application.

“Software” means the Wur-Com application provided by Wurtec for installation on or in the Client’s Deployment Environment.

“Deployment Environment” means all hardware, elevators, virtual machines, operating systems, servers, communication devices, cameras, recording equipment, networks, and infrastructure owned or controlled by Client.

“Car Station” means the emergency communications system contained in a Client elevator providing two-way audio, video, or text communication capability between elevator passengers and an Authorized User.

“Third-Party Products” means any products, hardware, content, services, information, websites, or other materials or information that are owned or provided by third parties and are incorporated into or accessible through the Services.

“Wurtec IP” means the Services, Documentation, Products (defined below) and all other intellectual property provided by Wurtec to Client or any Authorized User in connection with this Agreement. Wurtec IP includes Aggregated Statistics and any information, data, or other content derived from Wurtec’s monitoring of Client’s access to or use of the Services, but does not include Client Data.

“Registration Form” means the document completed by the Client which includes the Client name, Client address, Client contact information, Deployment Environment, and building or facility location or locations for the services provided by Wurtec in accordance with this Agreement.

2. Service Location. The Services shall be utilized by Client at the location or locations indicated on the Registration Form (the “Service Location”):

3. Access and Use.

a. Provision of Access. Subject to and conditioned on Client’s payment of Fees and compliance with all other terms and conditions of this Agreement, Wurtec hereby grants Client a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services on or within the Deployment Environment during the Term (defined below) solely for Client’s internal business operations by Authorized Users in accordance with the terms and conditions of this Agreement. Wurtec shall provide the necessary passwords and access credentials to allow Client to access the Services.

b. Downloadable Software. Use of the Services may require or include use of downloadable software. Wurtec grants you a non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use downloadable software Wurtec provides as part of the Services.

c. Use Restrictions. Client shall not, and shall not permit any Authorized Users or any third party to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in and authority granted under this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users or any third party to: (i) copy, modify, or create derivative works of, the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to any party the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, encode, modify, decrypt, extract, analyze, alter, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Documentation or restrictions in the Services and software ; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of Wurtec or any person, or that violates any applicable law, regulation, or rule.

d. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Wurtec may monitor Client’s use of the Services and collect and compile data and information related to Client’s use of the Services to be used by Wurtec, including, without limitation, to compile statistical and performance information related to the provision and operation of the Services (the “Aggregated Statistics”). As between Wurtec and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Wurtec. Client acknowledges that Wurtec may compile Aggregated Statistics based on Client Data input in connection with the Services. Client agrees that Wurtec may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. Aggregated Statistics shall not identify Client, nor include any personal information of Authorized User, nor include any of Client’s Confidential Information.

e. Reservation of Rights. Wurtec reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client, any Authorized User, or any third party, any intellectual property rights or other right, title, or interest in or to the Wurtec IP.

f. Suspension of Access to Services. Notwithstanding anything to the contrary in this Agreement, Wurtec may temporarily suspend Client’s and any other Authorized User’s access to any portion or all of the Services if: (i) Wurtec reasonably determines that (A) there is a threat or attack on any of the Wurtec IP; (B) Client’s or any other Authorized User’s use of the services or the Wurtec IP disrupts or poses a security risk to Wurtec, the Wurtec IP or to any other customer or vendor of Wurtec; (C) Client or any other Authorized User is using the services or the Wurtec IP for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Wurtec’s provision of the Services to Client or any other Authorized User is prohibited by applicable law; or (ii) any vendor of Client or Wurtec has suspended or terminated Wurtec’s access to or use of any Third-Party Products required to enable Client to access the Services; or (iii) in accordance with Section 3(f). Any such suspension described in subclause (i), (ii), or (iii) is a “Service Suspension”. Wurtec shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the Services following any Service Suspension. Wurtec shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Wurtec shall have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Client or any other Authorized User may incur as a result of a Service Suspension.

4. Client’s Obligations and Responsibilities.

a. Acceptable Use. The Services may not be used for or in connection with any unlawful, fraudulent, offensive, or obscene activity. Client will comply with all terms and conditions of this Agreement and all applicable laws, rules, and regulations.

b. Account Use. Client is responsible and liable for all uses of the Services, Wurtec IP, and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

c. Client Data. Client hereby grants to Wurtec a non-exclusive, royalty-free, worldwide

license to obtain, analyze, reproduce, and otherwise use the Client Data and perform all acts with respect to the Client Data as may be necessary for Wurtec to provide the Services to Client. Wurtec shall securely maintain all Client Data obtained by and in possession of Wurtec. Client will ensure that Client Data and any Authorized User’s use of Client Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Client is solely responsible for the development, content, operation, maintenance, and use of Client Data.

d. Third Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions, which will be presented to Client for acceptance in connection with the Services by website link or otherwise. If Client does not agree to abide by the applicable terms for any such Third-Party Products, then Client shall not install, access, or use such Third-Party Products.

e. Passwords and Access Credentials. Client is responsible for keeping all passwords and access credentials associated with the Services confidential. Client will promptly notify Wurtec in the event of any unauthorized access to Client’s passwords or access credentials.

f. Emergency Telephone System. Client acknowledges and agrees that it is exclusively responsible for testing and otherwise ensuring the proper operation of Client’s emergency communication systems located on each elevator and at each Service Location of Client. During the Term of this Agreement, Client agrees to test such emergency communication systems at each Service Location on at least a monthly basis. If Client discovers or otherwise becomes aware of any defect in the operation of Client’s emergency communication systems, or any other interruption at any Service Location, Client shall immediately notify Wurtec of such defect or interruption. Client’s use of an automated testing service shall not relieve Client of its duties under this Section. Client shall notify Wurtec in advance of any remodeling or any other changes to a Service Location that may affect the operation of Client’s emergency communications systems or the Services.

g. Data Security; Client Cloud Data Backup. Wurtec takes reasonable safeguards to prevent unauthorized access to or the acquisition of any Client Data provided to Wurtec by Client in connection with Client’s use of the Services. Client is exclusively responsible for making copies of or otherwise backing up any of its Client Data that is generated, collected, stored, or otherwise processed in connection with Client’s use of the Services

h. Designated Personnel. Client acknowledges and agrees that: (a) maintaining a true, accurate, and complete list of persons to be notified in the event of any type of emergency is a material term of this Agreement (the “Designated Personnel”); (b) Client shall provide Wurtec with all changes, revisions, and modifications to the Designated Personnel in a timely manner; and (c) Client will provide all necessary disclosures to and obtain consent from each of its Designated Personnel to lawfully permit Wurtec to contact such Designated Personnel if there is an emergency or other event that requires Wurtec to contact Client, including its Designated Personnel.

i. Permits; Resulting Fees. Client agrees to maintain all necessary licenses, permits, and certifications required in order for Client to receive the Services in accordance with applicable law. Client is exclusively responsible for all alarm, permit, license, and certification fees required for Client to have or use any Services at each Service Location. Client agrees to promptly pay, without any right to setoff, deduction, or other claim against Wurtec all fines, fees, costs, expenses, and penalties that are assessed against Client or Wurtec by any tribunal, court, or governmental agency if Client’s Car Station or any alarm connected thereto is activated for any reason whatsoever, or for any violation of applicable law.

j. Additional Obligations. Client agrees that in connection with its use of the Services under this Agreement Client shall: (a) cooperate with Wurtec in the installation, operations, and maintenance of any equipment or hardware utilized in connection with the Services; and (b) follow all instructions and procedures supplied for the operation of the Services.

5. Fees and Payment. The fee for the designated Services will be set forth in the applicable Fee Schedule attached hereto as Schedule A and shall include all sales, use, excise and other taxes and duties, licenses, and charges imposed on the Services (collectively, the “Fees). All payments must be made by credit card. Client agrees to provide Wurtec with a credit card (not a debit card) in order to pay all Fees. Client agrees that Wurtec shall charge fees annually to the credit card account without further authorization by Client. Client also agrees to indemnify Wurtec for any claims or expenses resulting from Client providing a debit card instead of a credit card. Client agrees that Notice is not required before Wurtec processes Client’s credit card for all amounts due. Notwithstanding the foregoing, Wurtec reserves the right to suspend Client’s access to the Services, without any liability by Wurtec to Client, for any overdue amount that is not reasonably in dispute and that remains unpaid within seven (7) calendar days of Client’s receipt of written Notice from Wurtec demanding payment of such overdue amounts. In the event that any Services are required to be disconnected by Wurtec as a result of non-payment of any Fees or other amounts due, then Wurtec reserves the right to charge Client for services updates or reconnection fees in connection with re-connecting Client to the Services. Wurtec reserves the right to change the Fees for Services with at least sixty (60) days’ prior written Notice (defined below) to Client.

6. Other Charges. Client shall pay any and all charges made by any telephone company or other utility or communications organization for the installation, leasing and service charges of telephone lines or other communications technologies in connection with the Services at each Service Location. Client acknowledges and agrees that notification signals from Client’s alarm system or elevator equipment to Wurtec are transmitted over Client’s communications service or a third-party communication service and that if such communication services are out of order, disconnected, placed in a “vacation” mode, out of range, or otherwise interrupted or not functioning properly, then signals from Client’s system will not be received by Wurtec or their subcontractors during any such interruption.

7. Representations and Warranties.

a. Each Party represents and warrants to the other Party that: (a) it is validly organized and in good standing in every jurisdiction where the Services are utilized under this Agreement; (b) it has all necessary authority to enter into this Agreement; (c) the information provided by such Party in connection with this Agreement is true, complete, and accurate; (d) this Agreement represents a valid, binding, and legal contract enforceable against each such Party; (e) the performance of its obligations hereunder will not violate or otherwise conflict with any other agreement, commitment, court order, judgment, settlement, or other instrument to which such Party is bound; and (f) it is and will continue to comply with all applicable laws in connection with its obligations under this Agreement.

b. Disclaimer of Warranties. CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES, AND ANY DEVICE, EQUIPMENT, OR SYSTEM PROVIDED BY WURTEC TO CLIENT ARE PROVIDED ON AN “AS IS” BASIS, AND “WITH ALL FAULTS.” WURTEC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND REGARDING ANY DEVICE, EQUIPMENT, OR SYSTEM PROVIDED BY WURTEC TO CLIENT. EXCEPT FOR THE SPECIFIC WARRANTIES PROVIDED IN SECTION 7(a), WURTEC HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SERVICES, ANY DEVICE, EQUIPMENT, OR SYSTEM PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WARRANTIES IMPLIED BY VIRTUE OF COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE, OR TRADE PRACTICE. WURTEC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR FREE, THAT ANY ERRORS WILL BE CORRECTED, THAT THE SERVICES, ANY DEVICE, EQUIPMENT, OR SYSTEM WILL BE UNINTERRUPTED, OR ACCOMPLISH OR ACHIEVE ANY INTENDED RESULT OR PURPOSE.

8. Intellectual Property.

a. Ownership. Client acknowledges and agrees that Wurtec’s Services and the Wurtec IP contain valuable proprietary and confidential information and trade secrets of Wurtec or its vendors and suppliers, as applicable. Wurtec owns and shall retain all right, title, and interest in and to all Wurtec IP, including the Services, Documentation and any hardware machinery, equipment or products related to the provision of the Services (the “Products”). Client agrees that: (a) the Wurtec IP provided in connection with this Agreement is protected by United States and international intellectual property rights laws; (b) the Services, Wurtec IP, and related Products are licensed on a subscription basis and ownership rights of any such Services and Products are not in any way being sold assigned, or transferred to Client under this Agreement; and (c) Client obtains no ownership interest in or to the Wurtec IP. All rights not specifically granted hereunder are expressly reserved by Wurtec. Client agrees that it will not challenge or otherwise assert a position that is inconsistent with Wurtec’s rights as set forth in this Section 8.

b. Prohibited Conduct. Client shall not adapt, modify, decompile, disassemble, decrypt, decode, encode, extract, or otherwise analyze, alter, or reverse engineer any Wurtec IP Products or Services at any time for any reason or purpose.

c. Feedback. If Client or any of Client’s Authorized Users, or other employees, contractors, or agents sends or transmits any communications or materials to Wurtec by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Wurtec is free to use such Feedback irrespective of any other obligation or limitation between Client and Wurtec governing such Feedback. All Feedback is and will be treated as non-confidential. Client hereby assigns to Wurtec on Client’s behalf, and shall cause any Authorized Users, employees, contractors, and agents to assign, all right, title, and interest in, and Wurtec is free to use, without any attribution or compensation to Client or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever; provided, however that Wurtec is not under any circumstances obligated or required to use any Feedback.

9. Term. The Services shall commence upon the Effective Date and continue for a period of one (1) year (the “Initial Term”). This Agreement will automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either Party provides the other Party with written Notice of its intent not to renew this Agreement at least ninety (90) days prior to the end of the then current Term or this Agreement is otherwise terminated in accordance with Section 10 below.

10. Termination.

a. Termination Events. Except as otherwise provided in Section 10(b), either Party may immediately terminate this Agreement in the event that the other Party: (a) commits a material breach that remains uncured for a period of thirty (30) days following the breaching Party’s receipt of written Notice from the non-breaching Party specifying the underlying basis of the material breach in reasonable detail; (b) admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within sixty (60) days or is not dismissed or vacated within thirty (30) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

b. Termination for Non-Payment of Fees. Notwithstanding Wurtec’s rights to suspend the Services under Section 3(f), to the extent that any breach hereunder concerns the non-payment of charges not reasonably in dispute and overdue, Wurtec reserves the right to immediately terminate this Agreement if Client fails to cure any such payment default within five (5) business days after receipt of written Notice from Wurtec. Termination pursuant to this Section 10(b) is without prejudice to any other rights or remedies available to Wurtec under this Agreement or applicable law.

c. Survival. The Parties agree that Sections 3 through 15, 21, 22, 25 through 28 and any other provision, which by virtue of any of the foregoing Sections is required to enforce such Party’s rights hereunder, shall survive the termination or expiration of this Agreement for the period of the relevant statute of limitations.

11. Confidential Information.

a. Confidential Information. During the Term of this Agreement, Wurtec may disclose or otherwise make available to Client, certain non-public, proprietary, or confidential information of Wurtec, whether disclosed orally, in writing, or other form and regardless of whether marked “confidential” or “proprietary,” including, without limitation, business, technical, or pricing information, vendor or service provider information, pricing, drawings, diagrams, specifications, photographs, graphical depictions, configurations, account credentials, ideas, patents, inventions (whether or not patentable), formulas, reports, documentation, case studies, trade secrets, intellectual property, and other information a reasonable party would understand to be confidential or proprietary (collectively, “Confidential Information”). The term Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of Client’s breach of this Section; (b) is or becomes available to Client on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Client’s possession prior to Wurtec’s disclosure hereunder; or (d) was or is independently developed by Client without using any Confidential Information.

b. Duty to Protect Confidential Information. Client shall: (a) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as Client would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Client’s Authorized Users, other employees or agents, as applicable, who need to know the Confidential Information to assist Client, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. Client shall remain liable for any breach of this Agreement by its Authorized Users, or other employees, agents, consultants, contractors, and representatives.

c. Compelled Disclosure. Nothing contained in this Agreement is intended to preclude Client from disclosing Confidential Information to the extent required by applicable law; provided, however, that Client shall provide prompt written Notice to Wurtec of any such legal disclosure requirement, unless such Notice is prohibited by applicable law and Client shall provide its reasonable cooperation in any effort by Wurtec, at Wurtec’s exclusive expense, to seek a protective order or other injunctive relief to prevent disclosure. In the event that Wurtec’s efforts to prevent disclosure of the Confidential Information fail, then Client shall only disclose that portion of the Confidential Information, on the advice of legal counsel, that is absolutely necessary to adhere to the legal requirement for disclosure.

d. Effect of Termination or Expiration of this Agreement. Upon Wurtec’s request or expiration or termination of this Agreement, Client shall, at Wurtec’s option, either destroy or return all Confidential Information to Wurtec, including any Confidential Information contained in notes, reports, memorandums, or other documents, except that Client shall be permitted to retain a copy of any Confidential Information that it is to retain pursuant to applicable law, provided that Client continues to adhere to the requirements of Section 11 and promptly and securely destroy all such Confidential Information when the legal retention requirement expires.

12. Compliance with Laws.

a. General. Each Party shall at all times comply with all federal, state, and local laws, ordinances, regulations, and orders that are applicable to the operation of its business and to this Agreement and its performance hereunder. Client shall not use any Product or the Services or Wurtec IP to violate applicable law. Client hereby acknowledges and agrees that certain features of Services offered by Wurtec enable Client or its Authorized Users to record and store audio, and video, and otherwise communicate with passengers or other users of Client’s elevators or other on-premises facilities, or with Authorized Users. Client agrees: (a) that Client shall not use any audio, video, or communications generated in connection with Client’s use of the Services for any unlawful purpose; (b) to limit its usage of such audio, video, or other recorded communications to security surveillance and emergency response and as part of its management of the applicable elevator equipment and (c) that Client is exclusively responsible for and will: (i) provide all legally required notices, including clear and conspicuous signage, to alert persons in or near the vicinity of the elevator equipment covered by these Services that such persons are being monitored by audio and video, as applicable, and (ii) obtain or otherwise comply with any legal requirement to enable the collection, storage, and use of audio and video systems, as applicable, in connection with Client’s use of the Services.

b. Export Regulation. To the extent the Services involve Client’s utilization of any Wurtec IP made available by Wurtec, such software or technology may be subject to United States export control laws, including the U.S. Export Administration Act and its associated regulations. Client shall not, directly or indirectly, export, re-export, release, or provide the Services, in whole or in part, or the software or technology included within the Services, to or from any jurisdiction in which export, re-export, or release is prohibited by law, regulation, or rule. Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making any part of the Services or the software or technology included therein available outside the United States.

13. Indemnification. Client agrees to fully defend, indemnify, and hold Wurtec, including its directors, officers, employees, contractors, agents, successors, and assigns (each a “Representative” and collectively the “Representatives”) harmless from and against any and all lawsuits, causes of action, claims, demands, and other proceedings asserted by third parties (including, but not limited to, Client’s insurance company) and to pay all resulting orders, judgments, awards, liabilities, losses, costs and expenses (including attorney’s fees and court costs) arising out of or in connection with: (a) death, personal body injury, or property damage caused by the negligence or willful misconduct of Client, its authorized users, or other employees, agents, representatives, or contractors; (b) any breach of this Agreement which is caused by Client, its authorized users or other employees, representatives, agents, contractors, or users; (c) any failure or malfunction of Client’s elevator system or any monitoring component, which is not caused by the negligence or willful misconduct of Wurtec; (d) any recording of communications, whether by audio or video, as applicable to the Services; or (e) any violation of applicable law in connection with Client’s obligations hereunder.

14. Insurance; Waiver of Subrogation. Client acknowledges and agrees that Wurtec is not an insurer. Client shall obtain insurance at its own cost and expense to cover its risks under this Agreement, including, without limitation, insurance to cover real or personal property loss or damage and personal injury, including death. Wurtec or its Representatives shall not be liable for any losses caused by a malfunction or non-function of Client’s elevator system, any alarm system, equipment, monitoring, dispatching services, signal handling or anything else, even if due to Wurtec’s negligence or failure to perform. Client, on behalf of itself and any other parties claiming under it, releases and discharges Wurtec, and its Representatives from and against all hazards covered by Client’s insurance, with it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against Wurtec or its Representatives.

15. Limitation of Liability. EXCEPT FOR OBLIGATIONS OF CLIENT TO INDEMNIFY UNDER SECTION 13 OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF DATA OR INFORMATION, DAMAGE OR LOSS TO REPUTATION, OR ANY OTHER SIMILAR TYPE OF NON-DIRECT DAMAGE. THE LIMITATIONS IN THIS SECTION 15 SHALL APPLY REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL THEORY AND REGARDLESS OF WHETHER A PARTY WAS WARNED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. IN NO EVENT WILL WURTEC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF MONIES ACTUALLY PAID BY CLIENT TO WURTEC FOR THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Relationship of the Parties. The Parties hereto are independent contractors and shall represent themselves as such in all material respects. No Party has any authority to legally bind or otherwise commit the other Party. Nothing set forth in this Agreement shall be construed to create or establish any employment, partnership, joint venture, joint enterprise, or agency relationship between the Parties.

17. Force Majeure. Wurtec shall not be liable to Client, nor be deemed to have defaulted or otherwise breached this Agreement, by virtue of any failure or delay in performing any term of this Agreement to the extent such failure or delay is caused by any act beyond Wurtec’s reasonable control, including, without limitation: (i) acts of God, flood, fire, earthquake, hurricane, or other natural disaster; (ii) an explosion, act of war, invasion, hostilities, terrorism, riot, strikes or other civil disturbance; (iii) a governmental order, law, actions, or emergency declarations; (iv) a power failure, interruption, or unavailability of a utility, including, but not limited to, telephone service or internet service; (v) the interruption or unavailability of services that are incidental to the Services and provided by a third party service provider to Wurtec, including, but not limited to, an online data storage provider; (vi) embargoes, blockades, national or regional emergency; or (vii) any other similar type of event beyond Wurtec’s reasonable control (each, a “Force Majeure Event”). In the event that Wurtec is affected by and has knowledge of a Force Majeure Event, Wurtec shall promptly provide notice to Client of the Force Majeure Event and its expected duration. Wurtec’s performance under this Agreement shall be tolled by the applicable period of time of the Force Majeure Event. At the conclusion of the Force Majeure Event, Wurtec shall provide Client with Notice that the Force Majeure Event has concluded and resume its performance of the Services hereunder.

18. Maintenance. Wurtec reserves the right to take the Services offline from time to time in order for Wurtec or Client to perform system maintenance, updates, or in response to any technical issue, cyber-attack, or any other type of incident involving the Services where taking the Services offline is necessary. Wurtec will undertake reasonable efforts to provide advanced electronic notice to Client prior to making the Services unavailable.

19. Modifications to this Agreement. Client acknowledges and agrees that Wurtec has the right to revise this Agreement from time to time upon thirty (30) days advanced Notice to Client, which will be provided via e-mail at the address registered to the administrator for Client’s account. Client’s continued use of the Services after such thirty (30) day period will be deemed as acceptance of such modified terms.

20. Notice. All notices required or permitted hereunder, including requests, consents, claims, demands, waivers, or other communications, shall be set forth in writing (each, a “Notice”) and addressed to the applicable Party at the address designated by such Party in this Agreement, or to such other addresses as may be designated by a Party from time to time in accordance with the procedure outlined in this Section. All Notices shall be delivered by personal delivery, nationally recognized overnight courier with all fees having been pre-paid, or by certified or registered mail, which in each case shall include return receipt requested and pre-paid postage. Except as otherwise provided in this Agreement, a Notice shall be deemed to have been delivered only (a) upon receipt by the Party to whom such Notice is addressed, and (b) if the Party providing the Notice has complied with the requirements of this Section.

21. Severability; Waiver. In the event that a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or unenforceable, such a determination shall not affect any other provision of this Agreement, which shall remain in full force and effect. The Parties agree that under any circumstance where a provision is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the Parties will negotiate in good faith to modify the provision in a manner that most closely achieves the Parties’ intent without violating applicable law. No waiver shall be effective unless the specific right or obligation under this Agreement being waived is specifically referenced in a writing and signed by a duly authorized representative of the Party against whom enforcement is sought.

22. Assignment. Client shall not assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Wurtec. Any assignee or transferee shall be required to execute an Agreement agreeing to be bound by this Agreement and conditions of this Agreement. Any assignment, delegation, or transfer in violation of this Section shall be null, void, and of no legal effect.

23. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

24. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

25. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to any conflict of law rules or principles that would result in the application of laws other than those for the State of Ohio. For any dispute, matter of construction or interpretation, controversy, or other proceeding arising out of or in connection with this Agreement, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts for Lucas County, Ohio, and irrevocably waive any claim or challenge that the jurisdiction of or venue in such courts is improper.

26. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, INCLUDING ANY OF ITS EXHIBITS, SCHEDULES, AND ANY DOCUMENTS INCORPORATED BY REFERENCE IN ANY OF THE FOREGOING, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

27. Equitable Relief. The Parties acknowledge and agree that a breach or threatened breach by Client of Section 8 (Intellectual Property) and Section 11 (Confidential Information), as applicable, would cause Wurtec to suffer irreparable harm for which monetary damages would not be an adequate remedy. In the event of a breach, or threatened breach, by Client of Section 8 or Section 11, Wurtec shall, notwithstanding Section 27 and in addition to any and all other rights and remedies available to it at law, at equity, or otherwise, be entitled to seek equitable relief, including a temporary restraining order, injunction, specific performance, or any other relief that may be available, without any requirement of posting a bond or other security, proving actual damages, or that monetary damages would not afford Wurtec an adequate remedy.

28. Entire Agreement. This Agreement, including its exhibits, schedules, and any documents incorporated by reference in any of the foregoing, represent the final expression of the Parties’ complete and exclusive agreement and supersedes any and all prior understandings, negotiations, discussions, and communications, regardless of form, regarding the subject matter hereof. The Parties hereto expressly agree that neither of them has relied upon any representation not expressly contained within this Agreement.

29. Headings. The section headings contained in this Agreement are included for the convenience of the Parties and are not intended to confer any substantive meaning or to affect the interpretation of any provision.

30. Electronic Execution. Client agrees that by checking the button below, this Agreement shall be legally binding and have the same force and effect as an original wet ink signature.

SCHEDULE A

FEE SCHEDULE

1. Price for Services. Wurtec agrees to make the following Services available to Client and Client agrees to pay Wurtec in connection with the use of the Services the following amounts:

Wur-Com Multimedia Services, for $0 per elevator per year.