Terms and Conditions for Sale of Products and Services

These Terms apply to the purchase by Buyer from Seller of Products and Services provided by Seller, each of which is identified in the Contract, and governs Buyer’s legal rights with respect to Third Party Services. The Contract comprises the entire agreement between the parties, except as hereafter modified by the parties in writing and signed by the parties’ authorized representatives. Buyer accepts these Terms by signing and returning Seller’s proposal, by sending a purchase order in response to the proposal, by submitting instructions to Seller to ship the Product or commence the Services, or by accepting or paying for the Product or Service. No additional or different terms, conditions, or warranties other than those identified in the proposal and these Terms, and no agreement or understanding, oral or written, in any way purporting to modify these Terms, whether contained in Buyer’s purchase order or shipping release forms, or elsewhere, shall be binding on Seller unless hereafter made in writing, signed by Seller’s authorized representative, and specifically referencing these Terms and stating that it modifies them. Buyer is hereby notified of Seller’s express rejection of any terms inconsistent with these Terms or to any other terms proposed by Buyer. Neither Seller’s subsequent lack of objection to any terms, nor the delivery of the Products or Services, shall constitute an agreement by Seller to any such terms. Trade custom, trade usage and past performance are superseded by these Terms and shall not be used to interpret these Terms.

1. Definitions

“ACT Product Warranty” has the meaning set forth in Section 9(a).

“Buyer” means the entity to which Seller is providing Products or Services under the Contract.

“Confidential Information” has the meaning set forth in Section 13(a).

“Contract” means the accompanying proposal, credit application, quotation, order acknowledgement, or invoice identifying the Products and/or Services purchased by Buyer from Seller, together with these Terms and any other documents incorporated therein by reference, the agreed scope(s) of work and Seller’s order acknowledgement as well as any changes under Section 17.

“Contract Price” means the agreed amount stated in the Contract for the sale of Products or Services, including adjustments (if any) in accordance with the Contract.

“Data” has the meaning set forth in Section 13(c).

“Hazardous Materials” means any chemical, compound, material, substance, or other matter that: (a) is defined as a hazardous substance, hazardous material or waste, dangerous good, or toxic substance under any legal authority applicable to the Site; (b) is regulated, controlled, or governed by any legal authority applicable to the Site; (c) is petroleum or a petroleum product; or (d) is asbestos, formaldehyde, radioactive material, drug, bacteria, virus, or other injurious or potentially injurious material (by itself or in combination with other materials).

“Products” means all equipment, parts, materials, supplies, software, and other goods Seller has agreed to supply to Buyer under the Contract.

“Required Consents” means any third party or governmental consents, approvals, permits, or other authorizations required to give Seller the right for the performance of Services to access and use the premises, hardware, software, firmware, and other products that Buyer uses, as well as any data or information associated therewith, without infringing any contractual obligations, confidentiality terms, ownership, license, patent rights, copyrights, trademarks, trade secrets, and other intellectual property, or proprietary rights of the providers or owners of the foregoing.

“Required Disclosure” has the meaning set forth in Section 18(f).

“Seller” means Access Control Technologies, LLC.

“Services” means all services Seller has agreed to perform for Buyer under the Contract, either directly or through a Seller-authorized subcontractor.

“Services Warranty” has the meaning set forth in Section 9(c).

“Site” means the premises where Products are used or Services are performed.

“Taxes” has the meaning set forth in Section 2(c).

“Terms” means these Terms and Conditions for Sale of Products and Services.

“Third-Party Product” has the meaning set forth in Section 9(b).

“Third Party Services” has the meaning set forth in Section 6.

2. Price; Payment.
   1. Buyer agrees and acknowledges that the color and size of certain Products may alter the price of said Product. The Contract Price may be adjusted by Seller, upon thirty (30) days’ written notice to Buyer at any time prior to shipment and regardless of the acceptance or issuance of a sales confirmation, to reflect any increase in Seller’s cost of raw materials, components (e.g., steel), special features (e.g., color), operational costs (e.g., customs duties and taxes), transportation costs (e.g., fuel surcharges), acts by any governmental authority, or other factors beyond Seller’s control (e.g., specifications, quantities, and delivery schedules). Any changes to the Contract Price are effective as of the first day of the following month. If the Contract Price increases prior to delivery of the Products to a carrier for shipment to Buyer, then the Contract shall be construed as if the increased prices were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased prices.
   2. Except as otherwise agreed to by Seller in writing, the following payment terms apply:
      1. Seller shall be entitled to payment by Buyer of all charges associated with Seller’s performance of Services and/or delivery of Products. Buyer shall pay Seller all invoiced amounts in U.S. dollars within thirty (30) days from date of invoice and without right of set-off. Buyer shall pay interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) and all costs of Seller’s collection efforts, including reasonable attorneys’ fees, on all late payments.
      2. Unless prohibited by applicable law, Seller may charge a fee for accepting payment of moneys due and owing under this Contract by way of credit card. The amount of the fee will be equivalent to 4% of the amount of any such payment(s).
      3. If at any time Seller reasonably determines that Buyer’s financial condition or payment history does not justify the continuation of Seller’s performance, Seller shall be entitled to, including, but not limited to, restructure payments requiring full or partial payment in advance, request additional forms of payment security, suspend Contract fulfillment, or terminate the Contract.

1. 3. All stated prices are inclusive of any taxes, fees, duties, and levies, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under these Terms (collectively, “Taxes”). Any Taxes related to the Products and Services purchased pursuant to these Terms are the responsibility of Buyer (excluding taxes based on Seller’s net income), unless Buyer presents, within thirty (30) days of the date of the applicable invoice, an exemption certificate acceptable to Seller and the applicable taxing authorities. The failure to timely provide such written notice shall serve to waive any right of Buyer to require Seller to refund, or to seek a refund from any governmental agency, of any Sales Tax charged to Buyer, received by Seller, and remitted to any governmental agency. If possible, Seller will bill Taxes as a separate item on the invoice presented to Buyer. In the event Seller is required to pay any such taxes or other charges, Buyer shall reimburse Seller therefor on demand. If any exemption certificate presented by Buyer is held to be invalid, then Buyer will immediately pay Seller the amount of the Taxes and any penalties and interest related thereto.
   4. If a dispute arises between the parties concerning Buyer’s alleged right to setoff or recoupment against Seller, the parties shall negotiate in good faith to resolve such dispute. Notwithstanding the foregoing, Buyer agrees that payments owed to Seller for Products supplied or Services rendered under the Contract are not subject to any setoff or recoupment by Buyer unless and until Seller agrees in writing to such setoff or recoupment, and that Buyer shall not exercise its right to setoff or recoupment in connection with any disputes or claims.
   5. Buyer grants Seller a purchase money or similar security interest in Products located in any jurisdiction where such security interest is permitted, as well as any proceeds therefrom, for the purpose of securing all obligations of Buyer hereunder. Buyer authorizes Seller to execute on Buyer’s behalf and file such financing statements as Seller deems appropriate to perfect and/or notify Buyer’s creditors of Seller’s security interest. In this regard, Buyer hereby grants Seller an irrevocable power of attorney, coupled with an interest, with respect to filing any such financing statements.
   6. Seller shall have no liability whatsoever if Buyer makes payment (in whole or in part) to: (i) any bank account other than the bank account specified by Seller or (ii) to any entity other than the entity listed on the Contract. Seller shall not be responsible for any losses suffered by Buyer due to third party fraud, including, without limitation, false change of bank account communications, identity theft and other scams. To the extent Buyer receives any communication notifying Buyer of a change in Seller’s designated bank account, Buyer is required to verify the authenticity of the same directly with Seller.
   7. Seller expressly reserves the right to require a deposit in connection with any Contract as a condition precedent to Seller’s performance. Any deposit(s) delivered by Buyer are non-refundable and will be applied to the final billing. Buyer understands and acknowledges that its delivery of a deposit is used by Seller in reliance on Buyer’s acceptance of the Contract, and as a result, is expressly non-refundable in the event of Buyer default, in connection with any termination (except for Section 15(a)), or as otherwise set forth in these Terms.

3. Deliveries; Title Transfer; Risk of Loss; Storage.
   1. Seller shall deliver Products to Buyer using Seller’s standard methods for packaging and shipping. All delivery costs and charges are prepaid by Seller and added to Buyer’s invoice. Seller shall not be liable in any claim asserted by Buyer with respect to delivery. Partial deliveries will be permitted. Each shipment will constitute a separate sale, and Buyer will pay for the Products shipped whether the shipment is in whole or partial fulfillment of Buyer’s order. Freight rates are subject to fuel surcharges at the time of shipping and invoicing. Seller may deliver any or all Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all materials, payment security (if any), and information necessary for Seller to proceed without interruption with its obligations under the Contract. Buyer shall dispose of the packing materials at its own expense, and shall defend, indemnify, and hold harmless Seller for any and all costs or expenses of any kind in connection with such packing waste.
   2. If Products delivered do not conform to the specifications set out in the Contract, Buyer shall provide Seller with written notice within twenty-four (24) hours after delivery, which Buyer agrees is a reasonable period of time under the circumstances. In the absence of any such notification, Buyer shall be deemed to have accepted the Products. In the event that any Products are demonstrated to have been delivered in nonconformance with the Contract and such non-conformance is reported within the twenty-four (24) hour period, Seller’s liability shall, at its option, be limited to: (i) replacing such nonconforming Products with conforming Products; or (ii) credit or refund the Contract Price for such nonconforming Products.
   3. Title to Products shall pass to Buyer on the earlier to occur of: (i) delivery of the Products to Buyer, (ii) pickup of the Products by Buyer from Seller, or (iii) delivery of the Products to storage. In all events risk of loss shall transfer to Buyer upon title passage.
   4. If any Products cannot be shipped to or received by Buyer when ready due to any cause not attributable to Seller, Seller will notify Buyer and then may ship Products to a storage facility, including a facility within the place of manufacture. If Seller places Products in storage, the following conditions shall apply: (i) title and all risk of loss or damage shall immediately pass to Buyer if they had not already passed and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoices; (iii) a storage charge equal to 5% of the Contract Price allocable to the stored Products, which Buyer agrees is a reasonable amount under the circumstances; and (iv) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of Products to the originally agreed point of delivery.
4. Services.
   1. Services will be performed by one crew and in the event that additional crew(s) are required additional costs may apply. Services shall be performed in a workmanlike manner consistent with the generally recognized industry standards for similar services and in accordance with any applicable federal, state, and local laws, rules, codes, and regulations.
   2. Seller may engage subcontractors to provide or assist in providing Services, in which case Seller remains responsible for the fulfillment of its obligations under the Contract and for the performance of the Services.
   3. Buyer shall provide Seller and its affiliates and their employees, subcontractors, and agents access to Site and any other facilities free of charge as necessary for Seller’s performance of the Contract. Prior to Seller starting any work on Site, Buyer will provide documentation that identifies any existing Hazardous Materials on or about the Site. Seller will have no responsibility or liability for existing Site conditions.
   4. Seller shall not be responsible for the design of, material for, and preparation of openings, including but not limited to, structural or miscellaneous work, saw cutting and/or cutting of any surfaces, patching and/or painting of any surfaces, third party inspections, any and all trenching and conduit placement, plans, calculations, permits and/or meeting any code requirements and/or providing any Product or Service not specified in the Contract..
   5. If, at the Site, Seller encounters Hazardous Materials that require special handling or disposal, Buyer shall immediately take whatever precautions are required to eliminate legally the hazardous conditions so that the work under the Contract may safely proceed. Seller shall not be obligated to commence or continue work until Buyer causes the hazardous conditions to be removed. If any such Hazardous Materials cause an increase in Seller’s cost of or time required for performance of any part of the work, the parties shall make an equitable adjustment to the price and schedule and modify the Contract in writing accordingly.
   6. Buyer shall indemnify and hold Seller harmless for any claims, damages, losses, causes of action, demands, judgment, and expenses arising out of or relating to any Hazardous Materials which are or were (i) present on or about the Site prior to commencement of Seller’s work, (ii) improperly handled or disposed of by Buyer or its employees, agents, contractors, or subcontractors, or (iii) brought, generated, produced, or released on Site by parties other than Seller.
5. Buyer Responsibilities.
   1. Buyer agrees it bears sole responsibility for selecting Products and for determining whether such Products are appropriate for use by its employees, customers, and agents in their applicable work environment(s). Buyer agrees to: (i) cooperate with Seller’s performance of the Services; and (ii) respond promptly to any reasonable requests from Seller for instructions, information, or approvals required by Seller to provide the Services.
   2. Buyer further agrees to take any and all actions reasonably necessary to enable Seller to perform the Services in an effective and efficient manner, including, but not limited to, installation of all mechanical, electrical, plumbing, and fire protection work prior to Seller delivering the materials and commencing installation at the Site. Seller is entitled to rely upon all drawings, routings, dimensions, bills of material, and other items supplied by Buyer for the manufacture of Products, and any change to the foregoing will result in additional charges.
   3. Buyer will promptly obtain all Required Consents necessary for Seller to provide the Services, and provide evidence of the same to Seller where reasonable or necessary. Buyer will indemnify, defend, and hold Seller, its Affiliates and subcontractors, and their respective directors, officers, employees, and agents harmless against any and all claims, losses, liabilities, and damages (including reasonable attorneys’ fees and costs) arising from or in connection with any claims made against Seller, alleged to have occurred as a result of Buyer’s failure to provide any Required Consents. Seller will be relieved of the performance of any obligations to the extent such obligations would reasonably be expected to be affected, or are affected, by Buyer’s failure to promptly obtain and provide any Required Consents to Seller.
   4. Buyer accepts all risks of transit, theft, vandalism, and any other loss of Seller or its subcontractors’ materials, tools, and equipment at the job site or stored off premises; provided, however, that Buyer does not accept any loss of Seller or its subcontractors’ materials, tools, and equipment at the job site or stored off premises if such loss directly results from Seller or its subcontractors’ gross negligence. Seller reserves the right to require Buyer to provide, at Buyer’s sole cost and expense, additional arrangements for the security of materials and equipment storage at the job site. If materials, tools, or equipment of Seller or its subcontractors are stolen or lost from the job site, Buyer as the party charged with security of the job site will fully compensate Seller or its subcontractors for any loss suffered by Seller or its subcontractors that is not fully reimbursed by insurance.
6. Third Party Services. Buyer may be allowed to access or acquire certain products, websites, applications, content or services from third parties (“Third Party Services”). In some cases, you may be purchasing the Third Party Services directly from those third parties, not from Seller. A description or reference to any Third Party Service (including any description or reference via hyperlink) does not imply endorsement by Seller of such Third Party Service. These Third Party Services are the sole responsibility of such independent third parties, and Buyer’s use thereof is solely at Buyer’s own risk. Seller has no control over the content or policies of such Third Party Services, and Seller is not responsible for (and under no circumstances shall Seller be liable for) the contents, accuracy, reliability, quality, or security of any such Third Party Service. Third Party Services may be subject to their own warranties, terms of service, and privacy policies. Buyer may be required to agree to those third party terms to use the Third Party Services.
7. Excusable Delays. Seller shall not be liable nor in breach or default of its obligations under the Contract to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, material shortages, insurrection, acts (or omissions) of Buyer or its agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportations shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. If Seller is delayed by any acts (or omissions) of Buyer, or by the prerequisite work of Buyer’s other contractors or suppliers, Seller shall be entitled to an equitable price and schedule adjustment.
8. Compliance with Laws, Codes, and Standards.
   1. Seller represents that Products will be produced in compliance with applicable fair labor standard laws, occupational safety and health laws, and laws related to non-segregation and equal employment opportunity.
   2. Contract Price, delivery, and performance dates and any performance guarantees will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change after Seller’s proposal date in industry specifications, codes, standards, applicable laws, or regulations.
   3. Seller’s obligations are conditioned upon Buyer’s compliance with all U.S. and other applicable trade control laws and regulations. Buyer shall not transship, re-export, divert, or direct Products other than in and to the ultimate country of destination specified on Buyer’s order or declared as the country of ultimate destination on Seller’s invoice.
   4. Notwithstanding any other provisions, Buyer shall timely obtain any required authorization, such as an export license, import license, foreign exchange permit, work permit, or any other administrative authorization, even if Seller applies for the authorization.
9. Limited Warranty.
   1. If Seller manufactures any Product, Seller warrants to Buyer that for a period of one (1) year from the date of shipment of such Product or upon moving such Product into storage, that Seller will, at its sole option, repair or replace any part or component of the Products that malfunctions due to defective parts at no charge to Buyer. (the “ACT Product Warranty”). The ACT Product Warranty is not transferable or assignable by Buyer and (subject to applicable law) applies only to Buyer. Seller may, in its sole discretion, make any repair or replacement with new or refurbished parts or components. If the part or component requiring repair or replacement is no longer available, Seller may, in its sole discretion, replace such part or component with a similar part or component of similar features, functions, and quality.
   2. Products manufactured by a third party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. If Third-Party Product warranties are not transferrable by suppliers to Buyer, Seller, on behalf of Buyer, will, as its sole obligation relating to components and materials subject to Third-Party Product warranties, assist and actively endeavor to assert Buyer’s Third-Party Product warranty claim rights (excluding litigation). Seller does not guarantee and shall have no responsibility or liability for suppliers’ fulfillment of their respective Third-Party Product warranty obligations. Buyer acknowledges that Seller utilizes components and materials from many different suppliers on any given project.
   3. Seller further warrants that Products (if Services included) will be installed in a workmanlike manner, and that the installation of the materials will be free from defects in workmanship for a period of ninety (90) days from the date of installation (“Services Warranty”). In the event Buyer notifies Seller in accordance with Section 9(d) that the Services are not in conformity with the Services Warranty during the 90-day warranty period, and Seller determines that the Services Warranty applies, Buyer’s sole and exclusive remedy regarding the breach of warranty is that Seller will, without charge to Buyer, re-perform the Service(s) so that it conforms to the Services Warranty.
   4. Buyer shall notify Seller in writing of any warranty claim within ten (10) days of becoming aware of the defect, nonconformity, or issue that gives rise to the warranty claim. The notification shall include a detailed description of the defect, nonconformity, or issue, the date it was discovered, and any other relevant information that may assist Seller in identifying and addressing the problem. Buyer shall cooperate fully with Seller’s investigation of such claim, including but not limited to, providing access to the Products in question, furnishing any relevant documentation or evidence, and allowing Seller or its representatives to inspect the Products at a mutually agreed time. If Buyer fails to notify Seller of the warranty claim within the ten (10) day period, Buyer shall be deemed to have waived any right or claim with respect to the non-conforming Product or Service. If Buyer fails to cooperate with Seller’s investigation, Seller reserves the right to deny the warranty claim, and Buyer shall have no recourse against Seller for the alleged defect, nonconformity, or issue. If Buyer gives such written warranty claim notice to Seller, then Seller shall, in its sole discretion, determine whether the ACT Product Warranty, Services Warranty, Third-Party Product warranty, or no warranty applies. In the event Seller determines that the Third-Party Product warranty or no warranty applies, Seller may charge Buyer for repair services at Seller’s then-current service fee rate.
   5. Seller’s warranty obligations shall not apply to materials that (i) have been altered or repaired by someone other than Seller, (ii) have been subjected to misuse, neglect, improper use, application, or installation, (iii) are normally consumed in operation, (iv) have a normal life expectancy that is shorter than the warranty period stated herein, (v) have been subjected to Acts of God and/or extreme weather conditions or atmospheric conditions, (vi) are consumable materials (including batteries), (vii) are pre-owned, purchased from any unauthorized seller, or purchased from third party sellers on online marketplaces, or (viii) any circumstance beyond Seller’s control..
   6. This Section 9 sets forth the exclusive remedies and obligations for claims based upon defects in or nonconformity of any Products provided by Seller and any Services performed by Seller, whether the claim is in contract, warranty, tort (including negligence of any degree or strict liability) or otherwise. EXCEPT FOR THE WARRANTIES SET OUT IN THIS SECTION 9 , SELLER MAKES NO CONDITIONOR WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY (i) CONDITION OR WARRANTY OF MERCHANTABILITY; (ii) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) CONDITION OR WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
   7. These limited warranties shall not be effective and are not binding on Seller unless and until Seller has been paid in full for the Products and Services pursuant to these Terms.
10. Indemnification. Buyer shall indemnify, hold harmless, and defend Seller against any and all losses, damages, liabilities, deficiencies, claims, actions, injuries, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees, that are incurred by and/or awarded against Seller, arising out of any third party claim alleging: (a) breach or non-fulfillment of any provision of these Terms by Buyer or Buyer’s personnel; (b) any negligent or more culpable act or omission of Buyer or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under these Terms or any Order; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Buyer or its personnel (including any reckless or willful misconduct); or (d) any failure by Buyer or its personnel to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under these Terms or any Order.
11. Limitation of Liability.
    1. The total liability of Seller for all claims arising out of or relating to the performance or breach of the Contract or use of any Products or Services shall not exceed THE PRICE ALLOCABLE TO THE PRODUCT OR PART THEREOF WHICH GIVES RISE TO THE CLAIM, REDUCED BY ANY AMOUNT DUE SELLER. Seller’s liability shall terminate upon the expiration of the applicable warranty period, provided that Buyer may enforce a claim that accrued prior to that date by commencing an action before the expiration of the applicable statute of limitations or repose, but not later than one (1) year after the expiration of such warranty period.
    2. Seller shall not be liable for loss of profit or revenues, loss of product, loss of use of Products or Services, or any associated equipment, interruption of business, cost of capital, savings, use, revenues, cost of suBStitute products, services or replacement power, cost of cover or replacement, downtime costs, increased operating costs, claims of Buyer’s customers for such damages, or for any special, consequential, incidental, indirect, punitive, or exemplary damages.
    3. If Buyer is supplying Seller’s Products or Services to a third party or using Seller’s Products or Services at a facility owned by a third party, Buyer shall require the third party to agree to be bound by Section 11. If Buyer does not obtain such agreement for Seller’s benefit or if such agreement is found void or unenforceable, Buyer shall indemnify, defend, and hold Seller harmless from and against any and all liability arising out of claims made by the third party in excess of the limitations and exclusions of this Contract.
    4. For the purpose of Section 11, the term “Seller” shall mean Seller, its affiliates, subcontractors, and suppliers of any tier, and their agents and employees, individually or collectively.

12. Dispute Resolution; Governing Law.
    1. Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity, or termination, shall be resolved in accordance with this Section 12 and will be settled, if possible, by negotiation of the parties. If a dispute is not resolved by negotiations, either party may, by giving written notice, refer the dispute to a meeting of appropriate higher management of each party, to be held within twenty (20) business days after giving notice. If the dispute is not resolved within thirty (30) business days after the date of the meeting of higher management, or any later date to which the parties may agree, either party may submit any claim, legal action, or proceeding (including without limitation claims for set-off or counterclaim) regarding the dispute shall be brought in the U.S. District Court for the Western District of North Carolina, or in the event that court lacks jurisdiction to hear the claim, in the appropriate state courts of Mecklenburg County, North Carolina, and the parties irrevocably consent to the exclusive jurisdiction of those courts for such claims. Each party submits to and accepts generally and unconditionally the jurisdiction of those courts with respect to its person and property.
    2. The validity, performance, and all matters relating to the interpretation and effect of the Contract and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of the State of North Carolina, excluding the rules on the conflict or choice of laws.
13. Confidentiality.
    1. Any non-public, confidential or proprietary information, including, without limitation, pricing information, Data (hereinafter defined), production processes or specifications (collectively, “Confidential Information”), provided by Seller to Buyer is proprietary to Seller and shall be held in confidence by Buyer, shall only be used by Buyer in connection with the respective sale, and shall not be used for any other purposes or disclosed to third parties without Seller’s prior written consent. Buyer shall be liable for any loss to Seller or commercial gain by others from unauthorized use of Seller’s Confidential Information occasioned by Buyer’s failure to comply with this provision. The purchase of Products shall not include any right to supply of technical information such as drawings or specifications.
    2. Buyer will protect Seller’s Confidential Information with at least the same degree of care as Buyer would protect its own Confidential Information, but in no event with less than a reasonable degree of care and in accordance with applicable laws.
    3. Proprietary information, including drawings, documents, technical data, reports, software, designs, inventions and other technical information, whether or not constituting a trade secret (hereinafter collectively referred to as “Data”), supplied in connection herewith, by Seller shall remain Seller’s sole property and shall be held in confidence by Buyer. Data shall not be reproduced, used or disclosed to others by Buyer without Seller’s prior written consent. Upon completion of the Contract, Buyer shall promptly destroy, at its own costs, all Data together with all copies or reprints thereof then in Buyer’s possession or control, and Buyer shall deliver within forty-eight (48) hours of such destruction to Seller written certification signed by an authorized representative of its compliance with this Section. Buyer shall thereafter make no future use, either directly or indirectly, of any Data or any information derived therefrom without Seller’s prior written consent. The foregoing shall in no way obligate Seller to provide or supply Data. Data shall not include information that is readily available to the public through no wrongful act of Buyer or others.
    4. The obligations of this Section 13 shall survive expiry or termination of the Contract for any reason.
    5. Buyer agrees that any unauthorized disclosure of Seller’s Confidential Information will cause immediate and irreparable injury to Seller and that, in the event of any breach of this Section 13, Seller will be entitled to immediate injunctive and other equitable relief, in addition to any other available remedies.
14. Health and Safety Matters.
    1. Buyer shall take all necessary precautions, at all times, for the health and safety of Seller personnel at Site. These include, but are not limited to: providing Seller for review, and instructing Seller’s personnel regarding, Buyer’s safety practices, proper and safe handling of, and protection of Seller’s personnel from exposure to, Hazardous Materials; energization and de-energization of all power systems (electrical, mechanical, and hydraulic); and conducting periodic safety meetings.
    2. If, in Seller’s reasonable opinion, the safe execution of the Contract at Site is, or is apt to be, imperiled by safety concerns, local conditions, war (declared or undeclared), armed conflict or threatened conflict, civil unrest, terrorist acts or threats, threat to safety or well-being of the Site or personnel or Seller’s persons or interests, the presence of or threat of exposure to Hazardous Materials or unsafe working conditions, Seller may, in addition to other rights or remedies available to it, evacuate some or all of its personnel from Site, suspend performance of all or any part of the Contract, and/or transfer such performance and supervise it at a location solely determined by Seller. Buyer shall assist in any evacuation. Any delay that results shall be considered excusable.
    3. Before signing and returning Seller’s proposal, issuing a purchase order, or submitting instructions to Seller, Buyer shall advise Seller in writing of all applicable Site-specific rules, regulations, safety codes, and laws that apply to Products and Services.
15. Cancellation, Termination, and Suspension.
    1. No Products may be returned, rescheduled, or cancelled without prior written approval of Seller. A 25% restocking fee may be assessed on any returned Products. Orders placed with and accepted by Seller may not be cancelled except with Seller’s written consent prior to shipment and Buyer’s acceptance of Seller’s cancellation charges, which shall protect Seller against all costs and losses. Seller reserves the right to cancel any sale hereunder prior to delivery in Seller’s sole discretion without liability to Buyer (except for refund of monies already paid).
    2. Buyer may terminate the Contract (or any portion thereof) for cause and/or cause any Products in transport to Buyer or in storage for Buyer to be returned to Seller wherein in either event ownership thereof shall immediately revert to Seller, if Seller: (i) substantially breaches a material obligation which does not otherwise have a specified contractual remedy, provided that: (A) Buyer shall first provide Seller with detailed written notice of the breach and of Buyer’s intention to terminate Contract, and (B) Seller shall have failed, within thirty (30) days after receipt of the notice (or such extended period as is considered reasonable by the parties), to either commence and diligently pursue cure of the breach, or provide reasonable evidence that the breach has not occurred; (ii) becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws; or (iii) fails to pay any amount when due under any Order for Products or Services, and such failure continues for seven (7) days thereafter.
    3. If Buyer terminates the Contract as provided in Section 15(b): (i) Buyer shall pay Seller all portions of the Contract Price allocable to work performed and all Services performed at Seller’s then-current standard time and material rates; and (ii) Seller shall pay Buyer the difference between that portion of the Contract Price allocable to the terminated scope and the actual amounts reasonably paid by Buyer to another supplier for that scope.
    4. Seller shall have the right to suspend or terminate the Contract (or any portion thereof) immediately for cause if: (i) Buyer becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws; (ii) there is an excusable delay (as per Section 7) lasting longer than 120 days; (iii) any representation or warranty made by Buyer herein or in any document or certificate furnished by Buyer in connection herewith proves to be incorrect in any material respect; (iv) Buyer materially fails to comply with any terms of the Contract; or (v) Buyer fails or delays making any payment when due or fulfilling any payment conditions under any contract between the parties.
    5. If the Contract (or any portion thereof) is terminated for any reason other than those set forth in Section 15(b), Buyer shall pay Seller for all Products completed or partially completed and Services performed before the effective date of termination, plus a cancellation charge equal to 5% of the Contract Price allocable to the uncompleted Products and unperformed Services, as liquidated damages and not as a penalty. The following shall apply when determining the amount due from Buyer for Services performed before the date of termination: (i) for Services performed under time and material pricing, Buyer shall pay for all hours performed at Seller’s then-current standard time and material rates, and (ii) for Services performed under a firm fixed price, Buyer shall pay (A) the applicable price for all milestones achieved and (B) for any milestone not yet achieved, all hours performed in connection with the unachieved milestone(s) at Seller’s then-current standard time and material rates.
    6. Buyer shall pay any reasonable expenses incurred by Seller in connection with a suspension or termination, including expenses for repossession, fee collection, demobilization/remobilization, or costs of storage during suspension upon submission of Seller’s invoice(s). The schedule for Seller’s obligations shall be extended for a period of time reasonably necessary to overcome the effects of any suspension.
16. Intellectual Property.
    1. Seller, at its sole expense, shall defend Buyer from any action based upon a claim that a Product infringes any valid third-party U.S. patent, copyright, trade secret, or other proprietary right, and shall reimburse Buyer for all damages, costs, and expenses (including reasonable attorneys’ fees) awarded against Buyer pursuant to any such actions. Seller’s obligations hereunder are contingent upon Buyer providing Seller prompt written notice of the claim; complete control of the defense of and the right to settle such claim; and all available information, assistance, authority, and cooperation to enable Seller to defend or settle such claim.
    2. If Buyer fails to provide a claim notice to Seller under Section 16(a), Seller shall not be liable for any losses that result from a delay in providing a claim notice, which delay materially prejudices the defense of the related third-party claim. Each claim notice must contain a description of the third-party claim and the nature and amount of the related losses (to the extent that the nature and amount of the losses are known at the time).
    3. If a Product or Service or any component thereof becomes, or in Seller’s opinion is likely to become, subject of such a claim of infringement, Seller shall be entitled to, at its sole option, either procure the right for Buyer to continue to utilize the Product or such impacted component of the Product, or replace or modify it so that it becomes non-infringing. If neither of the foregoing is commercially and reasonably available to Seller, where applicable, Buyer shall return all Products.
    4. Seller shall have no obligation or liability with respect to any Claim based upon: (i) any Products that have been altered, modified, or revised; (ii) the combination, operation, or use of any Products with other products or services when such combination is part of any allegedly infringing subject matter; (iii) unauthorized use of Products, including, without limitation, a breach of Contract provisions; or (iv) Products made or performed to Buyer’s specifications.
    5. This Section 16 states Seller’s entire liability for indemnification for intellectual property rights infringement for Products and Services.
    6. Notwithstanding the foregoing, with respect to any Products or Services, or portions thereof, which are not manufactured or developed by Seller, only the indemnity of the manufacturer or developer, if any, shall apply.
    7. Each party shall retain ownership of all Confidential Information and intellectual property, it had prior to the Contract. All intellectual property conceived, created, or provided by Seller, whether alone or with any contribution from Buyer or its personnel, shall be owned exclusively by Seller. To the extent that Buyer may acquire any right or interest therein, Buyer irrevocably assigns all such right and interest exclusively to Seller, waives all moral rights in favor of Seller, and agrees to execute assignments and other documentation as necessary to achieve that result. Nothing in this Contract shall be deemed to grant a license directly or by implication, estoppel, or otherwise, to any such intellectual property, although the parties may provide for such a license in a separate written agreement.
17. Changes.
    1. Seller reserves the right to alter, modify, redesign, or discontinue Products or any components of Products and change its service, warranty, support, or other policies, without notice and without any obligation to Buyer.
    2. Each party may at any time propose changes in the schedule or scope of Products or Services in the form of a draft change order. The parties may mutually agree on the length of time within which a decision shall be made regarding the change. Seller is not obligated to proceed with the changed schedule or scope until both parties agree to such change in writing. If mutually agreed, the changes will be documented in a written document signed by authorized representatives of each party. Any equitable adjustments in the Contract Price or schedule changes resulting from applicable laws, rules, and regulations shall be treated as a change within the meaning, and subject to the requirements, of this Section 17. Unless otherwise agreed by the parties, pricing for additional work arising from changes in laws, rules, and regulations shall be at time and material rates.
18. General Clauses.
    1. Seller may change the Terms at any time and without notice to Buyer. The Terms in force at the time Buyer enters into a Contract with Seller will apply to such Contract.
    2. Seller may assign its rights and obligations under the Contract, in part or in whole, to any of its affiliates without Buyer’s consent. Buyer agrees to execute any documents that may be necessary to effect Seller’s assignment. The delegation or assignment by Buyer of any or all of its duties or rights under the Contract without Seller’s prior written consent shall be void.
    3. To the extent Buyer’s data or information includes personal data, Seller represents and warrants to only process such data pursuant to its privacy policy as set forth at https://www.janusintl.com/privacypolicy. Contact privacy@janusintl.com for further questions.
    4. Buyer agrees that in connection with its purchase hereunder, it shall comply with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (15 U.S.C. Sections 78DD-1, et. seq.). Seller may terminate the Contract if it has a good faith belief that Buyer has violated, intends to violate, or has caused a violation of any anti-corruption laws.
    5. Buyer shall notify Seller immediately upon any change in the ownership of more than 50% of Buyer’s voting rights or in Buyer’s controlling interest. If Buyer fails to do so or Seller objects to the change, Seller may (i) terminate the Contract, (ii) require Buyer to provide adequate assurance of performance, or (iii) put in place special controls regarding Seller’s Confidential Information.
    6. Buyer shall not issue or permit to be issued press releases or publicity in any form that relates to the Contract or the subject matter thereof without the express written consent of the Seller, except if and to the extent that Buyer (based on the reasonable advice of counsel) is required (i) by applicable law, (ii) pursuant to any rules or regulations of any securities exchange of which the securities of Buyer are listed or traded, or (iii) in connection with enforcing its rights under the Contract (each a “Required Disclosure”) to make a public disclosure or filing. In the event of a Required Disclosure under (i) and (ii), Buyer shall consult with Seller regarding the substance of the Required Disclosure and allow Seller to review, comment on, and reasonably change the content of the Required Disclosure prior to its publication or filing. Buyer shall be liable for any failure of its affiliates or representatives to comply with the restrictions set forth under this Section 18(f).
    7. Any covenant or provision of the Contract which by its express terms is required to be observed, kept or performed after termination hereof, or which by its nature and effect is intended to survive termination of the Contract shall so survive termination of the Contract.
    8. No waiver by Seller of any of the provisions of the Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Contract operates, or may be construed, as a waiver thereof.
    9. The Contract may be executed in multiple counterparts that together shall constitute one agreement. A signed copy of the Contract executed electronically and delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Contract.
19. Notification. All notices, approvals, consents, requests for demands required or permitted to be given under these Terms to Seller shall be in writing and shall be deemed sufficiently given when deposited in the mail, registered or certified, postage prepaid, and addressed to:

Mailing Address
Access Control Technologies, LLC
c/o President
705 Hedrick St.
Salisbury, NC 28144

With a Copy to:
Janus International Group, LLC
c/o Legal Department
135 Janus International Blvd
Temple, GA 30179

 

Revised: September 6, 2024

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Terms of Use

Last Modified: February 18, 2022

Acceptance of the Terms of Use

These terms of use are entered into by and between you (“you”, or “your”) and Access Control Technologies, LLC (“Company,” “we,” “our”, or “us“). The following terms and conditions (available at https://accesscontrol.tech/legal#terms-of-sale), together with our privacy policy (located at https://accesscontrol.tech/legal#privacy (“Privacy Policy”), which may be updated from time to time and is incorporated by reference) and any documents expressly incorporated by reference form our terms of use https://accesscontrol.tech/legal#terms-of-use (collectively, “Terms of Use“), and govern your access to and use of our Website https://accesscontrol.tech/ (“Website“), including any content, functionality, and services offered therethrough or related thereto.

Please read our Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use, and our Privacy Policy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 16 years of age, or older. Our Website is not directed to children under 16. If you learn that your minor child has provided us with personal information without your consent, please contact us. By using this Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them to our Website page set forth above, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend any portion of our Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users (where applicable).

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers (including, requesting a quote), you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register or submit to this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy , and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use, and for use as a resource for informational purposes in connection with a business transaction or potential business transaction between you and us. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website, including corresponding informational resources available for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not:

• Modify copies of any materials downloaded from our Website.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website, except for the limited purpose of using the website as an informational resource in connection with a business transaction or a potential business transaction between you and us. For the avoidance of doubt, no right, title, or interest in or to the Website or any content on the Website is transferred to you (regardless of the use), and all rights not expressly granted are reserved by us.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: legal@janusintl.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must destroy any copies of the materials you have made. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the terms “ACT”, and all related trademarks, names, logos, product and service names, designs, and slogans are our trademarks or those of our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm us or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with anyone’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of Products or Services, or information formed through the Website, or resulting from visits made by you, are governed by our Terms and

Conditions of Sale (available at {WEBSITE LINK}) which are hereby incorporated into these Terms of Use, and which may be amended from time to time.

Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to the Website and Social Media Features

You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF

MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless us, and our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction).

Any permitted legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the United States District Court for the Northern District of Georgia, Atlanta Division, or in the Superior Court of Fulton County, Georgia. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration Disputes; Resolution

1. Time Limitation. Any claim or action against us must be brought within twelve (12) months of the cause arising, otherwise such claim or action is permanently barred.
2. Arbitration
   1. Other than for the grounds set forth in the section below labeled “Exceptions to Agreement to Arbitrate”, in the event of any dispute, claim, question or disagreement arising from or relating to the Terms or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory toboth parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by binding arbitration in Atlanta, Georgia at either Henning Mediation and Arbitration Services in Atlanta, Georgia, or Miles Mediation and Arbitration Services in Atlanta, Georgia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this Section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties.
   2. The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to the Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.
   3. The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction.
3. Exceptions to Agreement to Arbitrate. You and we agree that we will go to court to resolve disputes relating to: your or our intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents).

Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under these Terms of Use or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury for any legal action arising out of or relating to these terms or the transactions contemplated hereby.

Waiver and Severability

No waiver by either party of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of either party to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use constitute the sole and entire agreement between you and us regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Assignment

You may not assign, convey, or transfer (whether by contract, merger or operation of law) (collectively, “assign” or variants) these Terms of Use, in whole or in part, without our prior written consent, which may be granted or withheld by us in our sole discretion. Any attempted assignment in violation of these Terms of Use will be of no power or effect. We may assign these Terms of Use freely at any time without notice. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of each party’s permitted successors and assigns. We reserve the right to, and you hereby consent to, our right to disclose, transfer, and/or assign your Personal Data (as defined in the Privacy Policy) in connection with a merger, consolidation, restructuring, financing, sale, or other transaction or pursuant to any court proceeding. In addition, when a potential buyer is interested in purchasing one of its properties, you agree that we may provide the potential buyer with your Personal Data, subject to the restrictions in these Terms of Use.

Your Comments and Concerns

This Website is operated by Access Control Technologies, LLC, located at 705 Hedrick Street, Salisbury, NC 28144.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to legal@janusintl.com.

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Privacy Policy

Effective Date: February 18, 2022

Last Reviewed: February 18, 2022

Website Privacy Policy

Introduction

Access Control Technologies, LLC (“Company” or “we”) respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit the website https://accesscontrol.tech/ (our “Website”) and our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies to information we collect:

• On this Website.
• In email, text, and other electronic messages between you and this Website.
• When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by:

• Us offline or through any other means, including on any other website operated by Company or any third party (including our affiliates or subsidiaries); or
• Any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates

Children Under the Age of 16

Our Website is not intended for children under 16 years of age. No one under age 16 may provide any information to the Website. We do not knowingly collect personal information from children under 16. If you are under 16, do not use or provide any information on this Website or through any of its features, register on the Website, make any purchases through the Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us at legal@janusintl.com.

Information We Collect About You and How We Collect It

We collect several types of information from and about users of our Website, including information:

• By which you may be personally identifiable, such as name, address, email address, or telephone number (“personal information”);
• That is about you but individually does not identify you, such as job address, business/company name, and description of work; and/or
• About your internet connection, the equipment you use to access our Website, and usage details.

We collect this information:

• Directly from you when you provide it to us.
• Automatically as you navigate through the Website. Information collected automatically may include usage details, IP addresses, and information collected through cookies and other tracking technologies.

From third parties.

Information You Provide to Us

The information we collect on or through our Website may include:

• Information that you provide by filling in forms on our Website. This includes information provided at the time of subscribing to our exclusive offers and promotions, submitting a ticket, making a payment, or requesting further services. We may also ask you for information when you report a problem with our Website.
• Records and copies of your correspondence (including email addresses), if you contact us.
• Your search queries on the Website.

We request that you do not send us any sensitive data such as social security or national identification numbers, information related to racial or ethnic origin, political opinions, religious beliefs, health data, biometrics or genetic, criminal background or trade union membership information. If you do send us this information, then you are consenting to its processing in accordance with this Privacy Policy. To avoid processing of sensitive data, please do not submit it.

Information We Collect Through Automatic Data Collection Technologies

As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

• Details or your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website.
• Information about your computer and internet connection, including your IP address, operating system, and browser type.

The information we collect automatically does not include personal information. The technologies we use for this automatic data collection may include:

• Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.
• Web Beacons. Pages of our the Website [and our e-mails] may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or [opened an email] and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

Third-Party Use of Cookies

Some content or applications, including advertisements, on the Website are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly.

How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information:

• To present our Website and its contents to you.
• To provide you with information, products, or services that you request from us.
• To fulfill any other purpose for which you provide it.
• To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
• To notify you about changes to our Website or any products or services we offer or provide though it.
• In any other way we may describe when you provide the information.
• For any other purpose with your consent.

We may use the information we have collected from you to enable us to display advertisements to our advertisers’ target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

Disclosure of Your Information

We may disclose aggregated information about our users and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

• To our subsidiaries and affiliates.
• To contractors, service providers, and other third parties we use to support our business.
• To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of ACT’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by ACT about our Website users is among the assets transferred.
• To fulfill the purpose for which you provide it.
• For any other purpose disclosed by us when you provide the information.
• With your consent.

We may also disclose your personal information:

• To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
• To enforce or apply our terms of use https://accesscontrol.tech/industries/copyright-info/ or terms of sale{WEBSITE} and other agreements, including for billing and collection purposes.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

• Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.
• Promotional Offers from the Company. If you do not wish to have your email address used by the Company to promote our own or third parties’ products or services, you can opt-out by sending us an email stating your request to info@accesscontrol.tech. If we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions.

We do not control third parties’ collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website.

Your California Privacy Rights

If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. To learn more about your California privacy rights, visit https://oag.ca.gov/privacy/ccpa.

Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls. Any payment transactions will be encrypted.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users’ personal information, we will notify you by email to the email address you provided or through a notice on the Website home page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and this privacy policy to check for any changes.

Contact Information

We welcome any queries, comments or requests you may have regarding this policy please do not hesitate to contact us at privacy@janusintl.com. If you would prefer to write to us, our contact address is:

705 Hedrick Street

Salisbury, NC 28144 Attn: Legal Department Phone: (770) 562-2850

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Terms and Conditions of Service

1. Applicability. These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Access Control Technologies, LLC (“ACT”) to the customer identified on the applicable order form (“Customer”). The accompanying order form (the “Order Form”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Form, the Order Form shall govern. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
2. Services. ACT shall provide the services to Customer as described in the Order Form (the “Services”) in accordance with these terms. Customer agrees from the date that services begin under the Order Form ACT shall have the sole and exclusive right to provide maintenance and inspection services for those products listed under the Order Form to Customer.
3. Performance Dates. ACT shall use reasonable efforts to meet any performance dates specified in the Order Form, and any such dates shall be estimates only. In the event Customer notifies ACT to reschedule or cancel any Services within 48 hours prior to the scheduled performance date, Customer agrees to pay ACT a fee equal to $500 as liquidated damages. Customer acknowledges that the foregoing liquidated damages are reasonable in light of the anticipated loss to ACT caused by the termination and are not imposed as a penalty. ACT may, in its sole and absolute discretion, waive such rescheduling or cancellation fee on such basis as it may, from time to time, determine.
4. Customer’s Obligations. Customer shall: (a) cooperate with ACT in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by ACT, for the purposes of performing the Services; (b) respond promptly to any ACT request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for ACT to perform Services in accordance with the requirements of this Agreement; (c) provide such Customer materials or information as ACT may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and (d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
5. Customer’s Acts or Omissions. If ACT’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, ACT shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Fees and Expenses; Payment Terms; Interest on Late Payments. In consideration of the provision of the Services by ACT and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Form. Customer agrees to reimburse ACT for all reasonable travel (including fuel costs) and out-of-pocket expenses incurred by ACT in connection with the performance of the Services. Customer shall pay all invoiced amounts due to ACT within 30 days from the date of ACT’s invoice. Customer shall make all payments hereunder in U.S. dollars. In the event payments are not received by ACT within 5 days after becoming due, ACT may: (a) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (b) suspend performance for all Services until payment has been made in full.
7. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
8. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “IP Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of ACT in the course of performing the Services, including any items identified as such in the Order Form (collectively, the “Deliverables”) except for any Confidential Information of Customer or Customer materials shall be owned by ACT. ACT hereby grants Customer a license to use all IP Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
9. Confidential Information. All non-public, confidential or proprietary information of ACT, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by ACT to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third-party. Customer agrees to use the Confidential Information only to make use of the Services and Deliverables. ACT shall be entitled to injunctive relief for any violation of this Section 10.
10. Representation and Warranty. ACT represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. ACT shall not be liable for a breach of the warranty set forth in this Section 11 unless Customer gives written notice of the defective Services, reasonably described, to ACT within 5 days of the time when Customer discovers or ought to have discovered that the Services were defective. ACT shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND ACT’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION.
11. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11, ACT MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
12. Limitation of Liability. IN NO EVENT SHALL ACT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ACT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ACT IN THE ORDER FORM.
13. Insurance. For a period of 1 year after the Service Date (as defined in the Order Form), Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, including bodily injury and property damage, which policy will include contractual liability coverage insuring he activities of ACT under this Agreement, with financially sound and reputable insurers. Upon ACT’s request, Customer shall provide ACT with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name ACT as an additional insured. Customer shall provide ACT with 30 days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against ACT’s insurers and ACT.
14. Waiver. No waiver by ACT of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ACT. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
15. Force Majeure. ACT shall not be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to ACT hereunder), when and to the extent such failure or delay is caused by or results from acts beyond ACT’s control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the control of ACT. ACT shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.
16. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ACT. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
17. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
18. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State where the service address resides without giving effect to any choice or conflict of law provision or rule (whether of the State where the service address resides or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State where the service address resides.
19. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Form or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
20. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
21. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

Rev. 10.1.2022

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Terms and Conditions of Maintenance

1. Applicability. These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Access Control Technologies, LLC (“ACT”) to the customer identified on the applicable order form (“Customer”). The accompanying order form (the “Order Form”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Form, the Order Form shall govern. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
2. Services. ACT shall provide the services to Customer as described in the Order Form (the “Services”) in accordance with these terms. Customer agrees from the date that the Services begin under the Order Form, ACT shall have the sole and exclusive right to provide maintenance and inspection services for those products listed under the Order Form’s Service Checklists to Customer.
3. Performance Dates. ACT shall use reasonable efforts to meet any performance dates specified in the Order Form, and any such dates shall be estimates only. In the event Customer notifies ACT to reschedule or cancel any Services within 2 weeks prior to the scheduled performance date, Customer agrees to pay ACT a fee equal to $1,000 as liquidated damages. Customer acknowledges that the foregoing liquidated damages are reasonable in light of the anticipated loss to ACT caused by the termination and are not imposed as a penalty. ACT may, in its sole and absolute discretion, waive such rescheduling or cancellation fee on such basis as it may, from time to time, determine.
4. Customer’s Obligations. Customer shall: (a) cooperate with ACT in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by ACT, for the purposes of performing the Services; (b) respond promptly to any ACT request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for ACT to perform Services in accordance with the requirements of this Agreement; (c) provide such Customer materials or information as ACT may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and (d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
5. Customer’s Acts or Omissions. If ACT’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, ACT shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Change Orders. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. ACT shall, within a reasonable time after such request, provide a written estimate to Customer of: (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for the Services arising from the change; (c) the likely effect of the change on the Services; and (d) any other impact the change might have on the performance of this Agreement. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 21.
7. Fees and Expenses; Payment Terms; Interest on Late Payments. In consideration of the provision of the Services by ACT and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Form. Customer agrees to reimburse ACT for all reasonable travel and out-of-pocket expenses incurred by ACT in connection with the performance of the Services. Customer shall pay all invoiced amounts due to ACT within 30 days from the date of ACT’s invoice. Customer shall make all payments hereunder in U.S. dollars. In the event payments are not received by ACT within 5 days after becoming due, ACT may: (a) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (b) suspend performance for all Services until payment has been made in full.
8. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “IP Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of ACT in the course of performing the Services, including any items identified as such in the Order Form (collectively, the “Deliverables”) except for any Confidential Information of Customer or Customer materials shall be owned by ACT. ACT hereby grants Customer a license to use all IP Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
10. Confidential Information. All non-public, confidential or proprietary information of ACT, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by ACT to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third-party. Customer agrees to use the Confidential Information only to make use of the Services and Deliverables. ACT shall be entitled to injunctive relief for any violation of this Section 10.
11. Representation and Warranty. ACT represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. ACT shall not be liable for a breach of the warranty set forth in this Section 11 unless Customer gives written notice of the defective Services, reasonably described, to ACT within 5 days of the time when Customer discovers or ought to have discovered that the Services were defective. ACT shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND ACT’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION.
12. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11, ACT MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
13. Limitation of Liability. IN NO EVENT SHALL ACT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ACT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ACT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. Term; Termination. The term of this Agreement shall be for one (1) year from the date services are scheduled to begin (per the Order Form). In addition to any remedies that may be provided under this Agreement, ACT may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
15. Insurance. During the term of this Agreement and for a period of 1 year thereafter, Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, including bodily injury and property damage, which policy will include contractual liability coverage insuring he activities of ACT under this Agreement, with financially sound and reputable insurers. Upon ACT’s request, Customer shall provide ACT with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name ACT as an additional insured. Customer shall provide ACT with 30 days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against ACT’s insurers and ACT.
16. Waiver. No waiver by ACT of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ACT. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
17. Force Majeure. ACT shall not be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to ACT hereunder), when and to the extent such failure or delay is caused by or results from acts beyond ACT’s control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the control of ACT. ACT shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.
18. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ACT. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State where the service address resides without giving effect to any choice or conflict of law provision or rule (whether of the State where the service address resides or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State where the service address resides.
21. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Form or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
22. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
23. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

Rev. 10.1.2022

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