AGREEMENT

GENERAL TERMS AND CONDITIONS

Entire Agreement. Except as set forth herein, this agreement together with the attached sales quote constitutes the entire agreement between ASSA ABLOY Hospitality Inc. dba VingCard Elsafe (“AAH”) and the Purchaser identified below. This agreement contains all of the terms and conditions relating to the subject matter hereof and supersedes all prior agreements, understandings, and documentation unless incorporated herein. As an exception to the foregoing, if Purchaser enters into a Mobile Keys Portal Agreement with AAH, this Agreement and the Mobile Keys Portal Agreement shall co-exist and, in the event of conflict between these Terms and Conditions and the Mobil Keys Portal Agreement, the latter shall control.

1. Payment Terms: The balance for the sales quote will be invoiced upon shipment and due Net thirty (30) days. Balances for labor will be invoiced upon completion of installation, and are due upon receipt. Purchaser shall not withhold retention, set-off, or back charges from any invoice. Payment to AAH is due regardless of any receipt of monies from any third party. Interest shall accrue at the rate of 1.8% per month or the maximum legal rate, whichever is more, on unpaid balances from the date past due until paid. Other payment terms may be applied at the sole discretion of AAH. The Purchaser shall be liable to AAH for all costs and expenses, including reasonable attorney’s fees, which AAH incurs in connection with collection of any overdue balance.

2. Taxes: The Purchaser is responsible for any federal, state, or local taxes in effect at time of shipment. This includes all foreign sales or Value Added Tax. Should the Purchaser be exempt from sales tax, it is the Purchaser’s responsibility to notify AAH and provide supporting documentation.

3. Product Changes: AAH reserves the right to make changes in design and/or specifications without prior notice and without incurring any liability to incorporate said changes into any previously ordered, delivered or installed products. While reasonable efforts will be made to maintain stock of discontinued products, components, or parts, AAH does not guarantee unlimited availability of such stocks.

4. Cancellation Charges: Any request for cancellation of an order must be received in writing in AAH’s office no later than thirty (30) days prior to scheduled delivery date. Cancellations are subject to a restocking charge equal to fifteen percent (15%) of the invoice price of item(s) cancelled. Any special order or non-stock items are not subject to return or credit. Goods may be returned shipping prepaid only with AAH’s prior written approval. Purchaser shall bear the risk of loss during shipment of goods returned per this paragraph and shall be responsible for insuring such goods.

5. Shipping and Delivery: All shipments are F.O.B. AAH’s (EXW – Incoterms 2010) warehouse or port of entry with Freight Prepaid, Add & Handling (Shipping Costs). Title to all shipments transfer to Purchaser at the time the bill of lading is signed by the carrier. Estimated lead time for standard products is eight (8) weeks. All freight charges are the responsibility of the Purchaser and will be added to Purchaser’s invoice. Freight charges listed on Sales Quotes are estimates only.

6. Order Delays: AAH will not be liable for delays in shipments caused by strikes, fires, floods, carriers or any other causes outside AAH’s control, including delivery of materials to AAH. AAH’s only liability under this provision is to accept Purchaser’s cancellation of the order without penalty to the Purchaser.

7. Product Storage: Purchaser is responsible for secure and proper storage of product from receipt of product by Purchaser until completion of installation. Product is typically delivered palletized. Product should be stored in a secure area near the elevator.

8. Installation: All AAH lockset products must be installed by persons with a current AAH certification for the type of product being installed, or all warranties are voided. Purchaser will provide access to rooms and corridors at the Facilities as reasonably requested by AAH to facilitate installation and maintenance. The installers will be allowed to work at least ten (10) hours per day (as determined by the installation crew supervisor), six (6) days per week or seven (7) days per week, if deemed necessary by the installation crew supervisor. Renovations require that a minimum of thirty-five (35) consecutive rooms per day shall be made available to the installation crew on a daily basis, or fifty (50) consecutive rooms, if job is new construction, (or has pre-prepped doors in the case of locks), or installation crew supervisor requests access. If less than thirty-five (35) rooms per day or non-consecutive rooms are provided for installation, Purchaser agrees to pay a $10.00 surcharge per lock and if less than one hundred (100) doors will be installed per trip, a trip charge will be added per trip. Access control doors should have at least two (2) doors available per day with all power wiring completed before installation. Installation charges are based on all equipment being installed in one trip. Additional trip for installation training or grand opening support are to be reimbursed at $1200 per man per day plus transportation and expenses. Any security deemed required by Purchaser due to occupied rooms or for any other reason, will be provided at no charge by the Purchaser. Permits, electrical wiring, and/or fees will be the responsibility of the Purchaser. Installer will leave work area “broom clean” each day. Hotel personnel will be responsible for bringing guestrooms and public areas to “guest ready” status. In the event the property’s paint finish is damaged during installation, the installer’s only responsibility is to touch-up such finish with paint or stain provided by the hotel. Installers shall receive one (1) complimentary room for the crew supervisor and one (1) complimentary room for each two (2) additional installers on the crew. Should on-site lodging be unavailable, Purchaser agrees to compensate AAH for installer’s invoiced amount. Two (2) parking spaces shall be provided to the installer at no charge. In the event Purchaser directs a stoppage of the work or fails to provide sufficient doors per day as agreed above, Purchaser agrees to pay an additional $1000.00 per day (non-union labor), and more depending on union pay scale if union labor, to compensate AAH for lost time. Back charges of any type will not be accepted without written authorization from AAH prior to commencement of the work. Upon completion of the installation, Purchaser will complete “Installation Sign Off”. Signature on the Installation Sign Off form by Purchaser’s authorized representative shall be conclusive proof all installation has been performed in a good and workmanlike order, and there are no uncorrected deficiencies unless otherwise noted on said Installation Sign Off form.

9. System Training: All AAH systems require on-site training of hotel personnel. System training will be conducted by an AAH Technician/Trainer. For systems requiring an AAH Technician/Trainer, Purchaser will provide one (1) complimentary, on-site guestroom for each trainer sent to the property. Should on-site rooms not be available, Purchaser agrees to compensate AAH at his prevailing rack rate for standard rooms in lieu of providing trainer’s lodging. Upon completion of training, Purchaser will complete the “Training Acceptance” and “Maintenance Troubleshooting Acceptance” forms. Signature on these forms by Purchaser’s authorized representative shall be conclusive proof that all training activities have been completed, are understood by the Purchaser, and Purchaser’s personnel have actively participated in such training. Further training, retraining or telephone support shall be at AAH’s prevailing rates for such services. a. Online Door Lock Commissioning: Door lock systems that require online commissioning must be commissioned by an AAH Technician to be covered under AAH’s warranty.

b. Network System and Hardware: If AAH is providing the network system and hardware all equipment must be installed by AAH technicians to be covered under AAH’s warranty. AAH will not supply any network hardware or cabling network infrastructure to support our online network system unless specified on the AAH sales quote. Network hardware and cabling to support is the responsibility of the property or Owner. AAH will not terminate or punch down any cabling and must be terminated into a patch panel with proper labeling and identification of drop location with connectivity to the VingCard Server. AAH will only be responsible for supplying Zigbee online network components.

c. System Training: System training charge does not include travel expense of trainer. All travel expenses for onsite system set up and training or onsite services will be billed back to and paid by the Purchaser.

10. Schedules and Cancellations: Should Purchaser schedule or cancel a training or installation date within ten (10) days prior to or on the confirmed scheduled training date, Purchaser will be assessed AAH’s actual costs or $1000.00, whichever is less. This includes a date scheduled or cancelled due to Purchaser’s failure to provide keying prior to ten (10) days before the desired scheduled or confirmed training date. In addition, if Purchaser or owner wants to schedule another day of training within this time period or while the trainer is at the site for training the costs listed in this paragraph may apply.

11. Software License: Software provided under this agreement is protected by copyright law and international treaties. Unauthorized reproduction of the Software, or any portion of it, may result in civil and criminal penalties. All title, ownership rights, and intellectual property rights in and to the Software is and shall remain owned by AAH or its licensors. The Purchaser agrees to abide by copyright law and all other applicable laws of the United States including, but not limited to, export control laws. The Purchaser acknowledges and agrees that the source code form remains a confidential trade secret of AAH and Purchaser specifically agrees not to reverse engineer, decompile, disassemble or otherwise translate or analyze the Software or allow any other person to reverse engineer, decompile, disassemble or otherwise translate or analyze the Software. AAH hereby grants Purchaser a non-exclusive, nontransferable revocable license to use the Software at Purchaser’s facility or its internal business purposes, subject to the terms and conditions of this agreement. This agreement conveys only a limited right of use, revocable in accordance with the terms of this agreement and does not convey to the Purchaser any interest in or to the Software or related materials. The Purchaser may make one copy of the software solely for backup and archive purposes. An annual software licensing fee may be required on some AAH systems.

12. License Term and Renewal: The Software license shall have an initial term of one (1) year and may be renewed for additional one-year terms by paying the then-current annual license fee. License Renewal shall begin upon AAH’s receipt of Purchaser’s payment of the then-current annual license fee, or, if acceptable to AAH, upon AAH’s receipt of a written purchase order or other written or electronic confirmation of Purchaser’s intent to renew and to pay the then-current annual license fee. All terms and conditions of this agreement will apply during the renewal term(s). Upon termination of the license granted in this agreement, Purchaser shall cease use of the Software and shall, as directed by AAH, either return or destroy all copies of the Software,

13. Limited Warranty; Limitation of Liability: Provided Purchaser has notified AAH, in writing, within the warranty period (one year from the date of signature below), AAH will, at their discretion and at no charge, either repair, exchange or replace a defective AAH lockset product provided to Purchaser if it is returned complete to AAH during the warranty period. However, Purchaser is responsible for the labor to remove and reinstall the product(s) from Purchaser’s premises. This warranty is conditioned on (i) the products being repaired or altered only by AAH authorized personnel, (ii) no unauthorized components having been incorporated into any AAH product, (iii) no force majeure having occurred causing, in whole or in part, a security issue (iv) the products being operated and maintained properly, (v) the products having been originally installed only by AAH authorized personnel and (vi) all updates and upgrades communicated as being available from VAAH (1) have been incorporated into the products and (2) all charges, if any, for such update or upgrade have been paid. The foregoing is the only warranty under this agreement and Purchaser’s sole remedy. AAH DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE PRODUCTS, SOFTWARE OR SERVICES OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT AAH KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, AAH ABLOY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN PURCHASER WITH RESPECT TO THE PRODUCTS, SOFTWARE OR SERVICES OR ANY PART THEREOF.

To the maximum extent permitted by applicable law, the total liability of AAH for claims of any kind, whether in contract, liability or otherwise, arising out of, connected with or resulting from AAH’s performance or breach of this agreement, or products or services furnished hereunder, in the aggregate, shall in no event exceed the total of all monetary consideration AAH has received from Purchaser under this agreement during the one (1) year period preceding the event giving rise to a claim of liability. AAH shall not under any circumstances be held liable for loss of profits or revenues, loss of use of product or any other product software, system, or facility, loss of data or information, lack of loss of productivity, interest charges or cost of capital, cost of substitute product, software, systems or services, cost of purchases or replacement power, downtime costs.

14. Non-Waiver/Severability: The failure of either party to enforce any term or condition of this agreement will not be construed as a waiver or relinquishment of such right in the future. If any provision of this agreement is or becomes illegal, void, or unenforceable, it will be deemed severed from the agreement. All other provisions will remain valid and enforceable.

15. Limitation of Remedies: In no event, whether by reason of breach of contract, breach of warranty, or otherwise, will AAH be liable to the Purchaser or any other person for any special, direct, indirect, incidental, exemplary or consequential damages, including, but not limited to, lost profits, lost sales, injury to person or property, or any other incidental or consequential loss.

16. Confidential Information: All information contained herein, including but not limited to product pricing, all Software and other intellectual property and any other non-public information disclosed to Purchaser by AAH is confidential information and Purchaser shall not use confidential information for any purpose other than purposes of this agreement. Purchaser shall maintain all confidential information in confidence and shall not disclose confidential information to any third party unless authorized in advance by AAH. Any misuse of this confidential information contained herein will render this agreement and any associated Sales Quote null and void, and may result in legal action by ASSA ABLOY Hospitality, Inc. dba VingCard Elsafe and its parent or affiliated companies.

17. Miscellaneous:
A. If AAH has quoted this job based on information, plans or specifications provided by Purchaser, Purchaser’s failure to provide accurate information may result in a change order for additional material, labor, tax and shipping which must be added to the final invoice. Purchaser agrees to sign such change order and pay the additional charges. Inaccurate information includes, but is not limited to, measurements, product finish, door/frame material, handling of product, quantity of product, quantity of doors or rooms which need materials, or incomplete plans or specifications.
B. Either party may cancel this agreement in the event of institution of proceedings relation to insolvency, bankruptcy, arrangement or liquidation by or against the other party, or if the other party shall make an assignment for the benefit of creditors.
C. The parties agree that facsimile or electronically scanned signatures to this agreement shall have the same binding effect as original ink signatures.
D. This agreement and any payments to be made hereunder may be assigned or transferred by AAH either by assignment or operation of law, without prior written approval of Purchaser. Purchaser may not assign or transfer this Agreement or any interest therein without the written consent of AAH. This agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person other than the parties hereto and such successors and permitted assigns, any legal or equitable rights hereunder.
E. In the event that Purchaser requires drug screening of AHH personnel or personnel of any subcontractor of AAH, thirty (30) days notice will be given to AAH.
F. Evidence of insurance coverage provided upon request.

18. Choice of Law: This agreement and the relationship of AAH and the Purchaser shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws rules. Venue for resolution of any dispute between AAH and the Purchaser shall be Collin County, State of Texas.

19. Modification: No waiver or modification of this agreement or of any covenant, condition, or limitation herein contained will be valid unless in writing and duly executed by both parties, and no evidence of any waiver or modification will be offered or received in evidence in any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing and duly executed by both parties. The parties further agree that the provisions of this Section may not be waived except as herein set forth.

THE ABOVE AGREEMENT IS ENTERED INTO BY ASSA ABLOY HOSPITALITY INC, DBA VINGCARD ELSAFE AND PURCHASER WITH THE AUTHORIZED SIGNATURE OF PURCHASER BELOW.