Three-Year Commitment – Special Terms and Conditions
The following Special Terms and Conditions apply to any AWARE SHIELD Sensor Bundle Program (“Bundle Program”) identified in an AWARE Monitoring Systems Inc. (“AWARE”) quotation, proposal, purchase order acknowledgment, or other ordering document. These provisions supplement AWARE's standard Terms and Conditions. In the event of a conflict, these provisions shall be controlled solely with respect to the Bundle Program.
1. Program Description and Initial Term
The Bundle Program provides the Agency with the use of designated AWARE monitoring equipment together with an AWARE SHIELD software subscription and associated services for an initial commitment of thirty-six (36) months.
Subscription fees are invoiced annually at the rate identified in the applicable quotation. Annual invoicing is provided as a payment convenience and do not convert the initial thirty-six-month commitment into a one-year agreement.
Following completion of the initial thirty-six-month term, the Agency may continue participation in the Bundle Program on an annual basis at AWARE's then-current subscription pricing and terms.
2. Ownership of Equipment
All AWARE Nodes and other equipment specifically identified as AWARE-owned equipment furnished under the Bundle Program remain the sole and exclusive property of AWARE.
The Agency receives a limited right to possess and use such equipment for the duration of its participation in the Bundle Program, provided its SHIELD subscription remains active and in good standing and all amounts due to AWARE have been paid.
Participation in the Bundle Program, including completion of the initial three-year commitment or any subsequent renewal period, does not transfer ownership of AWARE-owned equipment to the Agency.
3. SHIELD Software Subscription
Use of equipment furnished under the Bundle Program is contingent upon an active AWARE SHIELD software subscription.
SHIELD software, hosting, cellular communications/data where included, remote system services, software updates, automated notifications, dashboard access, and other services included in the applicable quotation are provided only during an active and paid subscription term.
Use of SHIELD remains subject to AWARE's applicable software license, EULA, acceptable-use requirements, and other software terms then in effect.
4. Initial Three-Year Commitment and Early Termination
The pricing and equipment provided under the Bundle Program are based upon the Agency's initial thirty-six-month subscription commitment.
Except where termination is permitted under an applicable governmental non-appropriation or funding provision, early termination or discontinuation of SHIELD during the initial commitment does not relieve the Agency of its payment obligations for the remaining committed subscription term.
AWARE may, at its sole discretion, agree in writing to an alternative early-termination arrangement.
Upon termination, the Agency remains responsible for returning all AWARE-owned equipment as provided below.
5. Expiration or Non-Renewal Following Initial Term
Following successful completion of the initial thirty-six-month commitment, the Agency is under no obligation to renew the Bundle Program.
If the Agency elects not to renew, it shall return all AWARE-owned equipment within thirty (30) days in accordance with AWARE's return instructions.
No additional subscription obligation shall result solely from the Agency's decision not to renew following completion of the initial commitment.
6. Return of AWARE-Owned Equipment
Upon expiration, termination, or discontinuation of the Bundle Program, the Agency shall return all AWARE-owned equipment within thirty (30) days unless otherwise agreed to by AWARE in writing.
Returned equipment shall be reasonably complete and in serviceable condition, ordinary wear and tear excepted.
Unless otherwise stated in the applicable quotation, the Agency is responsible for removal of the equipment from the installation site and shipment or delivery to the location designated by AWARE.
If AWARE-owned equipment is not returned within thirty (30) days, the Agency may be invoiced for the equipment at its then-current full retail price, less reasonable depreciation based upon the age and expected service life of the equipment, as determined by AWARE.
Payment for lost or unreturned equipment does not transfer or grant any rights in AWARE's intellectual property, software, firmware, source code, designs, schematics, technology, or other proprietary information.
7. Loss, Theft, Vandalism and Damage
The Agency is responsible for AWARE-owned equipment while it is in the Agency's possession or control.
The Agency shall be responsible for loss or damage resulting from theft, vandalism, misuse, unauthorized modification, accident, casualty, intentional damage, or destruction.
The Agency shall promptly notify AWARE of any equipment that is lost, stolen, vandalized, destroyed, or materially damaged.
Normal equipment failure and ordinary wear and tear are addressed under the maintenance provisions below.
8. AWARE Node Maintenance and Warranty
During the initial three-year Bundle Program term, AWARE will provide maintenance and warranty support for AWARE Node hardware furnished under the program, subject to these Terms and Conditions.
AWARE may, at its discretion, repair, refurbish, recase, or replace covered Node hardware when necessary to maintain the functionality of the system.
Unless expressly included in the applicable quotation, field labor, site visits, removal, reinstallation, shipping, permitting, traffic control, lift equipment, or other costs associated with conditions outside normal warranty coverage are not included.
9. WLPs, Cameras and Other Field-Replaceable Components
Water Level Probes (“WLPs”), cameras, batteries, and other components specifically identified by AWARE as consumable or field-replaceable components are not included in the standard Node maintenance and warranty coverage unless expressly stated otherwise in the applicable quotation.
Replacement of such components due to normal use, environmental exposure, damage, loss, or end of service life is the responsibility of the Agency.
AWARE may provide replacement components at its then-current pricing.
10. Equipment Repair, Refurbishment and Replacement
Because AWARE retains ownership of equipment furnished through the Bundle Program, AWARE may inspect, test, repair, refurbish, recase, upgrade, replace, or redeploy such equipment at its discretion.
Equipment furnished under the Bundle Program may consist of new or professionally refurbished AWARE components that have been inspected and tested by AWARE and meet applicable functional and performance requirements.
AWARE is not obligated to provide new equipment when properly tested and serviceable equipment satisfies the requirements of the Bundle Program.
11. Equipment Replacement Following Initial Three-Year Term
If the Agency continues its Bundle Program subscription beyond the initial thirty-six-month commitment, AWARE will determine whether the existing equipment should remain in service or be repaired, refurbished, recased, upgraded, or replaced.
Continued renewal of the Bundle Program does not entitle the Agency to replacement equipment at any particular interval and does not create an ownership interest in the equipment.
AWARE's objective is to maintain serviceable equipment appropriate for continued operation of the subscribed system.
12. Agency Installation and Site Responsibilities
Unless installation services are expressly included in the applicable quotation, the Bundle Program is provided on a customer-installable basis.
The Agency is responsible for appropriate equipment placement, mounting, installation, site access, permissions, permits, utility coordination, and compliance with applicable local requirements.
AWARE may provide installation instructions, diagrams, videos, remote technical assistance, and other support materials to facilitate installation.
Installation or relocation of equipment in a manner inconsistent with AWARE's instructions may affect warranty or maintenance coverage where the installation or relocation causes equipment damage or system failure.
13. Government Funding and Non-Appropriation
Where required by applicable law, an Agency's multi-year payment obligation is subject to the lawful appropriation and availability of funds.
If the Agency is legally unable to continue the Bundle Program solely because funds have not been lawfully appropriated or made available, the Agency shall provide AWARE prompt written notice and return all AWARE-owned equipment within thirty (30) days.
This provision shall not apply where funds are available, but the Agency elects to discontinue the program for convenience or chooses to purchase competing products or services.
14. No Transfer or Unauthorized Disposition
The Agency shall not sell, lease, pledge, encumber, transfer, permanently relocate, dispose of, or otherwise convey AWARE-owned equipment to another person or entity without AWARE's prior written approval.
The Agency shall not remove or alter equipment identification, serial numbers, ownership markings, or other identifying information applied by AWARE.
15. No Transfer of Intellectual Property
Nothing in the Bundle Program grants the Agency any ownership interest or license in AWARE intellectual property except the limited right to use AWARE software and equipment as expressly provided under the applicable agreement.
All rights in AWARE hardware designs, circuit-board designs, firmware, software, source code, algorithms, communications protocols, system architecture, documentation, trademarks, and other proprietary technology remain exclusively with AWARE or its applicable licensors.
16. Relationship to AWARE Standard Terms
Except as specifically modified by these Special Terms and Conditions, all other provisions of AWARE's standard Terms and Conditions, applicable SHIELD software terms, warranty limitations, limitations of liability, and other contractual provisions remain in full force and effect.