Compology Terms and Conditions

Compology Terms and Conditions

COMPOLOGY TERMS AND CONDITIONS

updated as of: February 2, 2024

THESE COMPOLOGY TERMS AND CONDITIONS (these “Terms”) are incorporated by reference into, and govern the obligations of Compology LLC, a Delaware limited liability company and successor in interest to Compology Inc. (“Compology”), and the Customer arising under and with respect to, the certain Order Form to which these Terms are referenced, and any subsequent Order Form between Compology and Customer referencing these Terms. Compology and Customer are sometimes referred to individually as a “Party” and collectively as the “Parties”.

Each Order Form is governed by and incorporates the following documents as are presently in effect, collectively referred to as the “Agreement” that consists of:

  1. the Order Form;
  2. any attachments and/or appendix(ices) to the Order Form; and
  3. these Terms, as may be amended by Compology from time to time.

The applicable attachment(s) and appendix(ices) shall be determined by the applicable Equipment and Subscription Services purchased on the Order Form. In the event of a conflict, the order of precedence is as set out above in descending order of control (with these Terms taking precedence over each Order Form, unless such Order Form specifically references the provision of these Terms over which such new term in intended to control).

TABLE OF CONTENTS

  1. DEFINITIONS
  2. USAGE AND ACCESS RIGHTS
  3. EQUIPMENT; DELIVERY AND INSTALLATION
  4. TECHNICAL SUPPORT
  5. OWNERSHIP
  6. SECURITY
  7. FEES AND PAYMENT
  8. TAXES
  9. TERM AND TERMINATION
  10. CONFIDENTIAL INFORMATION
  11. REPRESENTATIONS AND WARRANTIES
  12. LIMITATION OF LIABILITY
  13. INDEMNIFICATION
  14. GENERAL TERMS
  15. SCHEDULE A – STANDARD WARRANTY
  16. SCHEDULE B – CAMERA HEALTH MONITORING SUBSCRIPTION

1. DEFINITIONS

1.1. “Account” means a unique account established by Customer via a Subscription Service or other administrative means to enable its Authorized Users to access and use such Service.

1.2. “Account Administrator” is an Authorized User who is assigned and expressly authorized by Customer as its agent to manage Customer’s Account, including, without limitation, to configure administration settings, assign access and use authorizations, request different or additional services, provide usage and performance reports, and to receive privacy disclosures.

1.3. “Affiliate” means, with respect to either Party, any Person that controls, is controlled by or is under common control with such Party. For purposes of this definition only, “control” means (a) to possess, directly or indirectly, the power to direct the management or policies of a Person, whether through ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) to own, directly or indirectly, more than 50% of the outstanding voting securities or other ownership interest of the Person.

1.4. “Affiliated Entities” means the service providers, licensors, licensees, vendors, and independent contractors of Compology.

1.5. “Authorized User” means one individual natural person, whether an employee, business partner, contractor, or agent of Customer or its Affiliates who is registered by Customer to use the Subscription Services. An Authorized User must be identified by a unique email address and two or more persons may not use the Subscription Services as the same Authorized User. Customer shall only permit a Person that is not an employee of Customer be an Authorized User if such Person is under confidentiality obligations with Customer at least as restrictive as those in these Terms and is accessing or using the Subscription Services solely to support Customer’s and/or Customer Affiliates’ internal business purposes and for no other purposes whatsoever.

1.6. “Customer Data” means data collected, used, processed, stored and/or generated as the result of Customer’s use of the System, and any data (excluding any Device Data or Derivative Data) supplied by the Customer to Compology in connection with the Subscription Services and pursuant to the terms hereof or of an Order.

1.7. “Derivative Data” means any information or data resulting from the manipulation, processing or analysis of Customer Data or Device Data based upon the operation of the Software, which processing may involve associated databases, algorithms, external data, calculations and other processes, methods or tools, aggregation and/or anonymization.

1.8. “Device” means the cameras, GPS trackers, bluetooth beacons, sensors, peripheral electronics, firmware and other technologies offered by Compology along with any enhancements, replacements, updates, upgrades and new versions thereof.

1.9. “Device Data” means any data collected by Compology through the operation of a Device, including, but not limited to, data relating to GPS location, container movement, and images.

1.10. “Documentation” means any specifications and materials published or made available by Compology, as updated from time to time, describing the features, functionality and other capabilities of the System.

1.11. “Equipment” means the Devices, associated firmware, and any additional hardware required to mount, connect and operate such devices in coordination with the Software

1.12.  “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

1.13. “Intellectual Property” means: (i) patents, (ii) trademarks, service marks, domain names, trade dress, trade names and other identifiers of source or goodwill, including the goodwill connected with the use thereof and symbolized thereby, (iii) copyrights, moral rights, works of authorship (including Software) and rights in data and databases, (iv) confidential and proprietary information, including trade secrets, know-how and invention rights, (v) rights of privacy and publicity, (vi) registrations, applications, renewals, extensions, reissues, divisions, continuations, continuations-in-part and reexaminations for any of the foregoing in (i)-(v), and (vii) all other proprietary rights.

1.14. “Order Form” means any of Compology’s service order forms or proposals, as well as any applicable renewal, upgrade or upsell Customer makes, that is signed (virtually or otherwise) by Customer and accepted by Compology.

1.15. “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision, department or agency of a government.

1.16. “Software” means any software program or application, script, algorithm, database, application programming interface (API) or other processor instructions of any type, solely in object code format, made available by Compology to Customer, and/or utilized by Compology for the purpose of (a) generating, accessing and processing Customer Data, Device Data and Derivative Data, (b) making such data available to Customer, or (c) interfacing or interacting with the Equipment. Software shall be deemed to include all enhancements, improvements, corrections, updates and upgrade releases made to the foregoing from time-to-time.

1.17. “Subscription Services” means the System hosted by Compology and made available to Customer, along with the provision by Compology of services relating thereto, to include but not be limited to Device delivery, installation, maintenance and monitoring, reporting, Software fixes and updates, hosting and service analysis and benchmarking.

1.18. “System” means the Devices, the Software and/or the combination thereof on an integrated basis to enable the collection, processing and/or delivery of Device Data and Derivative Data.

2. USAGE AND ACCESS RIGHTS

2.1. Right to Use.

2.1.1. Compology will provide the Subscription Services to Customer as set forth in the Order Form. Subject to the terms and conditions of these Terms, Compology grants to Customer a worldwide, limited, non-exclusive, non-transferable right and license, during the Term, solely for Customer’s internal business purposes and in accordance with the Documentation, to: (a) use the Subscription Services; and (b) implement, configure, and through its Account Administrator, permit its Authorized Users to access and use the Subscription Services. Customer will ensure that all Authorized Users using the Subscription Services under its Account comply with all of Customer’s obligations under these Terms, and Customer is responsible for their acts and omissions relating to the Agreement as though they were those of Customer.

2.1.2. Compology will provide Customer with the ability to generate its own usernames and passwords which enable each Authorized User to access and use the Subscription Services. Each username and password may be used only by the assigned Authorized User and may not be transferred or shared without Compology’s consent. Customer and each Authorized User are responsible for maintaining the confidentiality of the username and password information. Customer shall take reasonable steps to prevent unauthorized access to the Subscription Services, including without limitation by protecting its username and password information and Customer shall immediately notify Compology of any unauthorized use or any other breach of security with respect to account access. Customer shall require accurate, complete, and up-to-date registration information for each Authorized User. Customer shall not permit the use of usernames and/or passwords that such Authorized User does not have the right to use, including without limitation any intent to impersonate another person. Customer is solely responsible for any activity associated with its use of the Subscription Services, including without limitation any and all activity of an Authorized User.

2.1.3. The method and means of providing the System shall be under the control, management, and supervision of Compology, giving due consideration to the requests of Customer. Compology, directly or through its Affiliates and/or Affiliated Entities, will host and maintain the Subscription Services, subject to Section 4.2 (Connectivity) herein. Compology may remotely review and monitor all use of the Subscription Services to provide the Subscription Services to Customer and to ensure compliance with these Terms. Compology may use tools, scripts, software, metadata analysis and utilities (collectively, the “Tools”), along with Device Data and Derivative Data, to monitor and administer the Subscription Services and to help resolve Customer’s service requests. Information collected by the Tools may be used to assist in managing Compology’s and its Affiliated Entities’ respective product and service portfolio, to help Compology and its Affiliated Entities to address deficiencies in their respective product and service offerings, and for license and Subscription Services management, as well as for any other legitimate business purpose in Compology sole discretion.

2.1.4. Customer shall use the System only for lawful purposes in connection with its business, in accordance with the instructions provided by Compology from time to time, and solely for Customer’s internal business purposes. In using the System, Customer agrees not to engage, directly or indirectly, in any of the following prohibited actions: (a) use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” or other methods that access the System in a manner that sends more to the servers, or receives more information, than a human interaction can reasonably produce; (b) use any portion of the System as a destination linked from any unsolicited bulk or unsolicited commercial messages; (c) attempt to interfere with or compromise the integrity or security of the System or decipher transmissions to or from the servers running the System or attempt to collect or harvest any personally identifiable information and account names from the System; (d) intentionally upload viruses, worms, or other software agents through the System; (e) conduct fraud, hide or attempt to hide Customer’s or an Authorized User’s identity; or (f) bypass the measures that Compology may use, consistent with these Terms, to restrict access to the System.

2.1.5. Customer shall not use the System or any component thereof for any purposes beyond the scope of the license granted in these Terms. Without limiting the foregoing and except as expressly set forth in these Terms, Customer shall not at any time, and shall not permit others to: (i) copy, adapt, modify, or create derivative works of the System, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the System or any component thereof; (iii) reverse engineer, disassemble, decompile, decode, adapt, make error corrections to or otherwise attempt to derive or gain access to the source code or any other component of the System, in whole or in part; (iv) remove any proprietary notices from the Device or Software; (v) use the System or any component thereof in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of Compology or any other person, or that violates any applicable law; or (vi) combine or integrate the Device or Software with any software, technology, services, or materials not authorized by Compology in writing. Additionally, Customer covenants and agrees not to, directly or indirectly, manipulate or process Device Data, through interaction with databases, algorithms, external data, calculations and/or other processes, methods or tools, for the purposes of deriving Derivative Data.

2.1.6. For the duration of the Term, in no event whatsoever, and in no form whatsoever, shall Customer ever install any other technology, and, specifically, without limitation, no other waste or materials metering technology, in any container in which any Device or Equipment has been installed, unless such Device has been deactivated pursuant to these Terms and Compology has consented to the same in writing. In addition to any other rights or remedies available to Compology, if Customer violates this Section 2.1.6., Compology shall be entitled to immediately suspend or terminate all Subscription Services, in its sole and absolute discretion, with or without notice to Customer, and Customer shall not be entitled to any refund for any monies paid to Compology prior thereto, regardless of when such suspension or termination occurs in the duration of the Term.

2.2. Functionality of Subscription Services. Compology may upgrade, modify, replace, or reconfigure the Subscription Services at any time provided that any such revision shall not materially reduce the functionality of the Subscription Services. Notwithstanding the above, upon thirty (30) days prior written notice, Compology may withdraw a product, service, or Software from the market. If Compology adds new functions or new features to the Subscription Services made available to its customers, such functionality or new features shall be available to Customer; provided that additional fees may be applicable for such increased functionality or new features. During the Term, changes may require Customer to purchase new or supplemental Equipment and/or software upgrades hereunder to continue receiving the Subscription Services. Any failure to purchase such new or supplemental Equipment and/or Software upgrades may limit Customer’s ability to continue receiving the Subscription Services and may constitute a material default under these Terms.

2.3. Trial Usage. If Customer registers for a free trial, promotional offer, unpaid pilot program or other type of limited offer for use of the System (“Free Trial”), Customer may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into these Terms by reference as an Order Form and are legally binding upon the Parties. ANY DATA THAT CUSTOMER ENTERS INTO THE COMPOLOGY SYSTEM, AND ANY CONFIGURATIONS MADE BY OR FOR CUSTOMER, DURING THE TRIAL USAGE SHALL BE OWNED BY COMPOLOGY. ANY DATA THAT CUSTOMER ENTERS INTO THE COMPOLOGY SYSTEM, AND ANY CONFIGURATIONS MADE BY OR FOR CUSTOMER, DURING THE TRIAL USAGE WILL BE PERMANENTLY UNAVAILABLE TO CUSTOMER AT THE END OF THE TRIAL PERIOD UNLESS CUSTOMER: (a) PURCHASES A SUBSCRIPTION TO THE SAME COMPOLOGY SYSTEM AS THOSE COVERED BY THE TRIAL; (b) PURCHASES AN UPGRADED VERSION OF THE COMPOLOGY SYSTEM; AND/OR (c) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CONFIGURATIONS MADE DURING THE FREE TRIAL TO A COMPOLOGY SYSTEM THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, AND IN SUCH SITUATION ANY CUSTOMER DATA OR CUSTOMIZATION MAY BE PERMANENTLY LOST. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, INCLUDING WITHOUT LIMITATION SECTION 11 (REPRESENTATIONS AND WARRANTIES), SECTION 12 (LIMITATION OF LIABILITY) AND SECTION 13 (INDEMNIFICATION) FREE TRIALS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, (y) WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (z) COMPOLOGY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE FREE TRIAL IS ONE HUNDRED DOLLARS ($100.00).

2.4. Modification of Terms. Compology hereby reserves the right to update, amend, or modify these Terms at any time; provided that in the event that such action may reasonably be considered to materially reduce the functionality, or increase the price, of the Subscription Services, Compology shall provide no less than thirty (30) days’ notice to Customer in advance of such update, amendment or modification. Notice may be posted on Compology’s website, sent via email to Customer’s primary contact that Compology has on record, or through any other means deemed reasonable and appropriate by Compology. Any updates or modifications to these Terms will become effective immediately upon their publication, unless otherwise specified by Compology. Customer and its Authorized Users are encouraged to regularly review these Terms to stay informed of any changes. Continued use of Compology’s services or products after the effective date of any changes constitutes acceptance of those changes. If Customer disagrees with any changes to these Terms and conditions, it may discontinue the use of Compology’s services or products, without penalty, as its sole recourse and upon written notice to Compology. Notwithstanding the foregoing, unless otherwise set forth herein, Compology has no obligation to issue any reimbursement, refund or make any repayment to Customer as a result of Customer’s election to cease such use of Compology’s services.

3. EQUIPMENT; DELIVERY AND INSTALLATION

3.1. Equipment Purchase. Customer shall purchase the minimum quantity of Equipment specified on any Order Form, if/as applicable. The purchase of such Equipment may also be financed by Compology or leased to Customer, in Compology’s sole discretion, pursuant to any additional terms included in the Order Form. At any time during the Term and at Compology’s sole discretion, Compology may, at no charge to Customer replace or substitute any Equipment used by or for Customer with new or different Equipment of any brand, model or version, from any source or manufacturer, provided that such replacement or substitute equipment provides similar features and functionality.

3.2. Equipment Delivery. Except as set forth in an Order Form, all Equipment shall be delivered CPT (Carriage Paid to Customer’s designated warehouse) (Incoterms 2020), and risk of loss to Equipment shipped under any Order Form shall pass to Customer upon Compology’s delivery of such Equipment to the carrier at Compology’s shipping facility. In some circumstances, Equipment shipments may be delivered from Compology’s supplier site, in which case an Order Form may specify a separate method of shipment. Customer shall reimburse Compology any costs reasonably incurred in shipping the Equipment, whether the shipment is in whole or partial fulfillment of such Order. Equipment will be shipped to the address designated on the Order Form.

3.3. Equipment Delivery Schedule. Any schedule quoted for delivery is an estimate only and Compology shall not be liable for or in respect of any loss or damage arising from any delay in fulfilling any order, failure to deliver or delay in delivery.

3.4. Nonconforming Goods. Customer shall inspect Equipment received under an Order Form within ten (10) business days of receipt (the “Inspection Period”) of the Equipment. Customer shall either accept or, if any Equipment constitutes Nonconforming Goods, reject that Equipment, and shall require an adjustment to the quantity shipped as appropriate. Customer will be deemed to have accepted delivery of the Equipment unless it notifies Compology in writing of any Nonconforming Goods or erroneous quantity of Equipment during the Inspection Period and furnishes written evidence or other documentation as reasonably required by Compology. If Customer notifies Compology of any Nonconforming Goods or erroneous quantity of Equipment in a timely manner, and Compology determines, in its reasonable discretion that the Equipment constitutes Nonconforming Goods, Compology shall replace the Nonconforming Goods with conforming Equipment or otherwise ship or take acceptance of a remedial quantity of Equipment at no cost to Customer (except in the case of damaged Devices covered by insurance). Customer acknowledges and agrees that the remedies set out in Section 3.4 are Customer’s exclusive remedy for the delivery of Nonconforming Goods. “Nonconforming Goods” means any product received by Customer from Compology under a purchase order that involves the delivery of product with incorrect SKUs or that of damaged products that do not conform to applicable specifications based upon a visual inspection.

3.5. Device Installation. Compology may be contracted to install the ordered Device(s) in accordance with Compology’s installation policies included in Schedule B – Camera Health Monitoring Subscription, as it may be updated by Compology from time to time. Although not recommended, Customer may, in its sole discretion, self-install or use a third party to install Devices, at Customer’s own risk, liability and cost; provided, however, that in such case Customer hereby agrees to indemnify and hold Compology harmless from any liability, including without limitation damage to property, injury or death, resulting from Customer’s self-installation or use of a third party to install Devices. For reference purposes only, a list of available installation instructions and materials is available upon request; provided that Compology makes no representations regarding such materials and strongly recommends the use of Compology’s approved technicians.

3.6. Installation Alterations. Customer acknowledges and agrees that installation of a Device may require drilling holes and other alterations to a container, trailer or other asset. Compology has no obligation to (i) remove or uninstall any Equipment or (ii) restore any property to its pre-installation condition after removal of a Device and will not be held liable for any damage claims resulting from drilling holes or modifications to a container, trailer or other asset, including the abandonment of a Device on a container.

4. TECHNICAL SUPPORT

4.1. Technical Support.

4.1.1. Support. Authorized Users may request technical support regarding the System via electronic mail at support@compology.com twenty-four (24) hours per day, seven (7) days per week. Compology shall respond to such requests as soon as commercially possible and strives to respond when feasible within twenty-four (24) hours Monday through Friday except on federal holidays. Compology will use commercially reasonable efforts to keep the Software available via website access on a twenty-four (24) hours per day, seven (7) days per week basis, subject to occasional scheduled downtime for maintenance purposes during non-working hours and downtime for unforeseen maintenance and service upgrades for short periods of time. Customer shall provide access, information and support as Compology may reasonably require in the process of resolving any failure in the Software to function in accordance with the description, representations and warranties set forth herein.

4.1.2. Support Exclusions. Compology is not obligated to provide support to the extent circumstances giving rise to the need for such support have been created in whole or in part by:

4.1.2.1. the acts, omissions, negligence or willful misconduct of Customer or Authorized Users, including any unauthorized modifications to the Subscription Services or Equipment;

4.1.2.2 any failure or defect of Customer’s, an Authorized User’s, or a third party’s equipment, software, facilities, third-party applications, or internet connectivity (or other causes outside of the System and network as it extends to Compology’s firewall);

4.1.2.3. Customer’s or an Authorized User’s use of the Subscription Services other than in accordance with the Documentation; or

4.1.2.4. a force majeure event as set forth in Section 14.9 (Force Majeure) below.

4.2. Connectivity: Compology’s provision of the Subscription Services hereunder utilizes third-party network services, such as communications networks (e.g., Internet Service Providers, cellular carriers, GPS satellites) (collectively, the “Third-Party Network Services”). When using the Subscription Services, data is transmitted through, and Compology configures and manufactures its Equipment and Software based upon, such Third-Party Network Services. Compology will be responsible for procuring mobile connectivity for the Device(s). However, Compology shall not be liable for any downtime, outages or breaks in coverage in Third-Party Network Services, nor for any downtime that Customer experiences as a result of Customer’s or its Authorized Users’ own network connectivity issues. Compology does not guarantee network availability between Customer and Compology’s hosting servers.

If Customer experiences a Subscription Services outage and is unable to access the Subscription Services, Customer must immediately contact Compology’s help desk, providing any necessary information that may assist Compology in determining the cause of the outage. The Subscription Services will not be available to, and Compology shall have no liability or obligations related to, any Equipment installed or located in an area that is not covered by the Third-Party Network Services.

5. OWNERSHIP

5.1. Compology’s Ownership. Except for Customer Data, no title or ownership rights in the System or any component thereof (and no Intellectual Property Rights relating thereto) will pass to Customer or its Authorized Users; provided, however, Customer shall have care, custody and control over all Equipment and Devices provided to Customer by Compology under the Agreement, and Customer shall bear responsibility and liability for all loss or damage to such Equipment and Devices. For the avoidance of doubt, except as otherwise expressly set forth herein, Compology owns and retains all right, title and interest to the System and any component thereof, including without limitation, all Intellectual Property rights relating thereto, including Feedback, Device Data and Derivative Data, and shall own rights to all updates, modifications and revisions thereto. Except to the extent expressly set forth herein, Compology shall be entitled to use the retained rights described above for the benefit of its other customers and for any other legitimate business purpose. Subject to the terms and conditions of these Terms, Compology hereby grants to Customer a limited, revocable, non-exclusive license, during the Term, to the Device Data solely for Customer’s internal business purposes in accordance with these Terms.

5.2. Data. Customer owns all rights and title to any Customer Data. Customer hereby grants to Compology a limited, perpetual, irrevocable, non-exclusive license to copy, collect, process, store, generate, and display the Customer Data to the extent necessary to provide the System and to monitor and improve the performance of the System, and/or to the extent embedded within Device Data or Derivative Data, other than any personal data (within the meaning of Article 4 (1) of the GDPR) which shall remain solely the property of Customer. Additionally, Customer acknowledges and agrees that during and after the Term: (i) Compology and Compology Affiliates may retain and use Device Data and Derivative Data for purposes of providing the Software and Subscription Services to Customer, and for conducting research, product development, product improvement efforts and any other legitimate business purpose, in its sole discretion; (ii) Compology may share Device Data and Derivative Data with any Compology Affiliate or with third-party service providers for the foregoing purposes, subject to obligations of confidentiality when such data has not been aggregated and anonymized; (iii) Compology may disclose Customer Data, Device Data and Derivative Data if required under applicable law, regulation or court order; and (iv) Compology may use any aggregated and anonymized data collected by virtue of the delivery of the Subscription Services, including without limitation Customer Data, Device Data and Derivative Data, to provide analytics, information, forecasts, extrapolations, and projections to Customer, its Affiliated Entities, and its prospective customers, as well as any other lawful purpose. Compology may use, reproduce, sell, publicize, or otherwise exploit such aggregated and anonymized data in any way, in its sole discretion.

5.3. Retrieval of Customer Data. Upon expiration or termination of the Subscription Services Term under an Order Form, Compology shall make all historical Customer Data available for download by Customer for 30 days from the date of expiration or written notice of termination, provided Customer requests such download of Customer Data prior to termination or expiration of the Agreement and pays all outstanding charges hereunder in full. After such 30-day period, if applicable, or immediately upon termination otherwise, Compology shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

5.4. Feedback. Compology encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Devices, System and related resources (“Feedback”). To the extent Customer provides Feedback, Customer grants to Compology a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the Compology System) without restriction; provided that such Feedback does not, without Customer’s prior written consent, identify Customer, its Affiliates, or Authorized Users, or include any Customer Data.

6. SECURITY

6.1. Security Standards; Backup. Compology will use commercially reasonable security technologies in providing the System. Customer is strongly encouraged to backup any important Customer Data or information utilized in the System that Customer considers important or desirable and for which Customer is entitled to backup under these Terms (for example, by downloading and locally saving any such data to its own network). CUSTOMER IS solely responsible to backup CUSTOMER DATA. COMPOLOGY HAS NO OBLIGATION TO BACKUP ANY DATA IN THE SYSTEM OR RELATED TO THE SUBSCRIPTION SERVICES.

7. FEES AND PAYMENT

7.1. Fees. Customer will pay all fees specified in Order Forms, and except as otherwise specified herein or in an Order Form, (i) fees are based on Equipment, Subscription Services and Software subscriptions purchased, not on actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased (such amounts, “Fees”).

7.2. Purchase Orders. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable Order Form, and Compology hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer, and conditions assent solely based on the terms and conditions of these Terms as offered by Compology. Upon request, Compology shall reference the purchase order number on its invoices, provided; however, Customer acknowledges that it is Customer’s responsibility to provide the corresponding purchase order information, including a purchase order number upon the signing of any Order Form. Customer agrees that a failure to provide Compology with the corresponding purchase order information shall not relieve Customer of its obligations to provide payment to Compology pursuant to Section 7.1 (Fees) above.

7.3. Invoicing and Payment. Compology will invoice Customer in accordance with the relevant Order Form. If Customer does not provide Compology with a purchase order upon signing any Order Form, Customer must provide Compology with valid and updated credit card information. If Customer provides credit card information to Compology, Customer authorizes Compology to charge such credit card for all Equipment and Subscription Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 9.4 (Renewal) below. Such charges shall be made in accordance with the billing frequency stated on the applicable Order Form. Unless otherwise stated in the Order Form, Fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Compology and notifying Compology of any changes to such information.

7.4. Overdue Charges. If any Fees are not received by Compology in full by the due date, then without limiting Compology’s rights or remedies, (a) the Fees outstanding may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) with ten (10) days’ written notice to Customer, Compology may suspend or terminate the Order, the provision of the Subscription Services and Customer’s access to the System, without any recourse or liability to Customer, and Customer shall be entitled to no refund for payments made to Compology prior thereto notwithstanding anything to the contrary herein or otherwise agreed upon between the Parties.

7.5. Consensual Price Increase. Compology hereby reserves the right to seek, and Customer acknowledges that it should expect Compology to seek, increases in the Fees for reasons not otherwise specifically permitted under these Terms or an applicable Order, as a result of any multitude of market and economic factors (such increase in Fees, a “Consensual Price Increase”). Compology shall provide written notice to Customer of any such Consensual Price Increase. If Customer does not accept the Consensual Price Increase, Customer’s sole right and remedy shall be to terminate its relationship with Compology, including any Orders and Subscription Services, by written notice to Compology no later than thirty (30) days after Compology notifies Customer of such Consensual Price Increase. Customer’s failure to provide written confirmation of its election to terminate its relationship with Compology within such thirty (30) day period shall be construed as Customer’s acknowledgement that the continuation of the Subscription Services by Compology hereunder is good, valuable and sufficient consideration for the Consensual Price Increase. Notwithstanding the foregoing, the parties may, but are not obligated to, agree to a different increase or an adjustment to Customer’s Fees (a “Negotiated Price Adjustment”) as a result of communications regarding the Consensual Price Increase. Absent a Negotiated Price Adjustment, the Consensual Price Increase shall be binding and enforceable against Customer unless the Customer terminates its relationship with Compology as described above. Any Consensual Price Increase or Negotiated Price Adjustment shall be reflected on an invoice delivered to Customer and the Parties agree that the Agreement, as applicable, with such modified Fees will continue in full force and effect.

8. TAXES

All payments, prices or quotes delivered from Compology to Customer are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, such as sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”), unless expressly stated otherwise. Customer shall be responsible for and shall bear Taxes associated with its purchase of, payment for, access to or use of the Equipment and Subscription Services. Taxes shall not be deducted from the payments to Compology, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, unless Compology receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. If Customer claims tax exempt status for amounts due under these Terms, it shall provide Compology with a valid tax exemption certificate (authorized by the applicable governmental authority) to avoid application of Taxes to Customer’s invoice. Each Party is responsible for and shall bear Taxes imposed on its net income. Customer hereby confirms that Compology can rely on the Customer name and address set forth in an Order Form(s) as the location of supply for Tax purposes.

9. TERMS AND TERMINATION

9.1. Term. The term of an Order Form is the period of time, including all renewals thereto, that begins on the Order Start Date and, unless terminated sooner as provided herein, will continue until the conclusion of the term as such details are specified on the Order Form, including any renewals applicable thereto. The term of the Agreement shall continue as long as an Order Form referencing or incorporated into the Agreement remains valid and in effect. Prior to the Order Start Date, Compology may, upon mutual agreement, start providing equipment installation and/or provide Customer access to the Subscription Services, which will be governed by these Terms. Termination or expiration of any Order Form shall leave all other Order Forms unaffected. Notwithstanding anything to the contrary herein or in an Order Form, Compology reserves the right to unilaterally reduce the length of the Term, in its sole discretion, upon thirty (30) days’ notice to Customer; provided, however, that, in the event Customer has paid for Subscription Services in advance that have not yet been provided by Compology, Compology shall provide Customer with a proportional reimbursement for the period of the time by which the Term was reduced.

9.2. Termination for Breach; Termination for Insolvency. If either Party commits a material breach or default in the performance of any of its obligations under these Terms, then the non-breaching Party may terminate the Agreement in its entirety by giving the breaching Party not less than thirty (30) days’ written notice of termination specifying the material breach giving rise to foregoing termination rights, unless the material breach or default in performance is cured within such thirty (30) day period. Either Party may terminate the Agreement in its entirety upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors.

9.3. Effect of Termination on Payments.  If the Agreement is terminated by Compology in accordance with Section 9.2 (Termination for Breach; Termination for Insolvency) above, Customer will pay to Compology any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination (i) relieve Customer of its obligation to pay any fees payable to Compology for the period prior to the effective date of termination, or (ii) obligate Compology to refund any funds paid to Customer.

9.4. Renewal. Unless stated in an Order Form explicitly to the contrary, following the initial term of an Order Form, all Subscription Services shall automatically renew for successive one (1) year renewal terms (each a “Renewal Term” and together with the initial term the “Term”) at the then current Fees that Compology is offering such services, until the conclusion of the Term following either Party providing the other Party with written notice of termination at least sixty (60) days prior to the last day of the Order End Date of an Order Form or any subsequent Renewal Term. Any change in the Fees relating to a Renewal Term may be delivered by Compology to Customer via the invoices during the Renewal Term or otherwise in writing.

9.5. Rights Upon Termination. The provisions of these Terms relating to (i) restrictions on license or use of the System; (ii) any perpetual license or authorization, (ii) warranty disclaimer, (iii) indemnification, (iv) limitation of liability, (v) entire agreement, (vi) ownership of intellectual property and data, (vii) confidentiality, and (viii) payment, along with any other provisions that by their nature are intended to survive, will survive the termination or expiration of the Agreement.

10. CONFIDENTIAL INFORMATION

10.1. Definition. For the purpose of these Terms “Confidential Information” shall mean Compology’s non-public business, financial, technical, legal and personnel information, and includes, for example and without limitation, product designs and data, source code, trade secrets, pricing, customer and supplier lists, network structure and addresses, designs, technical specifications, business plans, these Terms and any other non-public data whether written, verbal or visual, connected to or related to the business and affairs of Compology or any of its affiliates. Notwithstanding the foregoing, “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by Customer or anyone to whom Customer transmits the information, (ii) becomes available to Customer on a non-confidential basis from a source other than Compology who is not bound by a confidentiality agreement with Compology, (iii) was rightfully known to Customer or in its possession prior to the date of disclosure by Compology, or (iv) is independently developed by Customer without any benefit of or reference to the Compology’s Confidential Information.

10.2. Non-Disclosure. Customer shall not publish, disclose, copy, disseminate or use the Confidential Information of Compology in its business or for any other purpose except as expressly permitted in these Terms. As a limited exception, Customer may disclose Compology’s Confidential Information solely as necessary to comply with a subpoena or other legal request, so long as immediate notice (if legally permitted) is provided to Compology and Customer cooperates with Compology in the event Compology elects to contest any compelled disclosure of Confidential Information. Notwithstanding, in the event Customer is required to make a compelled disclosure of Confidential Information, such disclosure shall be limited solely to that information which Customer’s counsel determines is legally required to be disclosed pursuant to the applicable legal request.

10.3. Return or Destruction of Confidential Information. Customer must use best efforts to protect against the unauthorized disclosure of Confidential Information. Upon request, Customer will, at Compology’s sole option, return to Compology or destroy all copies of Confidential Information and will not in any manner use, convey, disclose or disseminate the Confidential Information (except (i) as otherwise permitted in these Terms or (ii) retained pursuant to Customer’s document retention policies and/or automated backup procedures in accordance with applicable law). Any retained Confidential Information remains subject to the confidentiality obligations in these Terms.

10.4. Publicity. Compology may use Customer’s name or mark, identify the business relationship between the parties and/or share business metrics, such as Compology’s service benefits for promotional use, including without limitation on its websites and/or marketing materials.

11. REPRESENTATIONS AND WARRANTIES; RESTRICTIVE COVENANTS

11.1. Device Warranty. Compology warrants that each Device shall be free from material defects in workmanship and will perform as designed commencing on the date such Device is activated for the warranty period as set forth in the Equipment Warranty section included in Schedule A, which may be updated or modified by Compology at any time in its sole discretion. Customer’s sole and exclusive remedy for any failure of the Device to conform to the warranty shall, at Compology’s option, be the repair or replacement of such defective Device. THE DEVICE WARRANTY APPLIES ONLY TO THE DEVICE AND NO OTHER EQUIPMENT OR SERVICES. ANY PRODUCTS NOT MANUFACTURED BY COMPOLOGY CARRY ONLY THE WARRANTY PROVIDED BY THE MANUFACTURER THEREOF.

11.2. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPOLOGY DISCLAIMS ANY AND ALL WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) OF ANY KIND ARISING OUT OF OR RELATING TO THE SUBSCRIPTION SERVICES, EQUIPMENT AND THESE TERMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER COMPOLOGY 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. EXCEPT AS SET FORTH HEREIN, THE EQUIPMENT AND SUBSCRIPTION SERVICES ARE PROVIDED “AS IS.”

11.3 Customer Warranties; Restrictive Covenants. Customer hereby represents, warrants and covenants to Compology that (i) it has, and will continue to have throughout the Term, all consents, permissions and licenses necessary to receive the Subscription Services, permit the installation of the Devices, and otherwise to perform its obligations under these Terms, (ii) it will comply with all applicable federal, state and local laws, rules and regulations, (iii) it will work in good faith with Compology to take the actions reasonably requested by Compology to ensure the successful delivery of the Subscription Services, (iv) during the Term and for two (2) years thereafter, it shall not, on its own account or on behalf of any other person or entity, directly or indirectly, solicit any customer or supplier of Compology or of any of its affiliates to alter, terminate, or breach its contract or other business relationship with Compology or its affiliates, or solicit business from any such customers or suppliers for services similar to those offered by Compology.

12. LIMITATION OF LIABILITY

12.1. DAMAGES. IN NO EVENT WILL COMPOLOGY BE LIABLE TO CUSTOMER (AND ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUES OR REPUTATIONAL HARM, FOR ANY MATTER RELATING TO OR ARISING IN CONNECTION WITH THESE TERMS, THE EQUIPMENT, THE SUBCRIPTION SERVICES OR ANY ORDER FORM, WHETHER BASED ON ONE OR MORE ACTIONS OR CLAIMS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF COMPOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. MAXIMUM LIABILITY. THE MAXIMUM LIABILITY OF COMPOLOGY TO CUSTOMER (AND ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES) WITH RESPECT TO ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE THEORY UPON WHICH THE LIABILITY IS PREMISED WHETHER BASED ON ONE OR MORE ACTIONS OR CLAIMS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE FEES ACTUALLY RECEIVED BY COMPOLOGY FROM CUSTOMER HEREUNDER DURING THE PRIOR SIX (6) MONTHS FROM THE DATE OF SUCH CLAIM OF LIABILTY, IF ANY. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF THE LIMITED REMEDIES HEREIN FAIL THEIR ESSENTIAL PURPOSE.

12.3. EXCLUSIONS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPOLOGY SHALL HAVE NO LIABILITY WHATSOEVER FOR (A) ANY CLAIMS ARISING OUT OF THE UNAUTHORIZED USE OF THE SUBSCRIPTION SERVICE, OR (B) ANY PRODUCT WARRANTY OR PERFORMANCE CLAIMS OF CUSTOMER’S CUSTOMERS.

13. INDEMNIFICATION

13.1. Compology Indemnification. To the fullest extent permitted by law, Customer will defend, indemnify and hold harmless Compology, the Affiliated Entities, and their respective affiliates, directors, officers, agents, representatives and employees from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of, or resulting from or related to Customer’s (a) breach of these Terms; or (b) acts, omissions, negligence, willful misconduct or violation of any federal, state or local laws, regulations or ordinances.

13.2. Customer Indemnification. Subject to Section 13.3, Compology will defend, indemnify and hold harmless Customer from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or otherwise agreed by Compology to be paid, to the extent arising out of any allegation that a component of the System infringes, misappropriates or violates any Intellectual Property right of any person or entity.

13.3. Exclusions. Compology will not indemnify Customer to the extent the claim for indemnification is caused by: (a) Customer’s modification of the System or use of the System other than as directed by Compology or as contemplated by these Terms; (b) Customer’s failure to use corrections or enhancements made available by Compology to Customer; or (c) materials, equipment or information not owned or developed by Compology that are used in combination with the System. If any part of the System is, or in Compology’s opinion is likely to be, held to be infringing, Compology may at its expense and option either: (i) procure the right for Customer to continue using it, (ii) replace it with a non-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) direct the return of any applicable materials or equipment and refund to Customer the fees paid for such materials or equipment, less a reasonable amount for Customer’s use of such materials or equipment up to the time of return. Notwithstanding anything to the contrary set forth in these Terms, the foregoing remedies constitute Customer’s sole and exclusive remedies and Compology’s entire liability with respect to infringement.

13.4. Additional Rules. The following additional rules will apply to any indemnification under Section 13.2: (i) the Customer must promptly notify Compology in writing of the claim (so that the ability to defend the claim is not harmed); (ii) Compology has the exclusive right to control the defense and settlement of the claim (except that Customer may control claims brought by or involving any governmental entity, or seeking injunctive or other equitable relief); (iii) Compology may settle a claim that involves any remedy or relief, other than in a manner that does not provide Customer with the full release with respect to such claim, without Customer’s prior written approval (which, if applicable, must not be unreasonably withheld); and (iv) Customer must provide reasonable assistance in the defense.

14. GENERAL TERMS

14.1. Notices. All notices, requests, demands and other communications hereunder shall be effective if in writing and delivered personally or sent by electronic mail, Federal Express or other priority delivery service, or by certified or registered mail, postage prepaid, to the applicable Party at the addresses indicated on the Order Form. Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on the date delivered, if delivered personally, (b) two (2) business days after being sent, if sent by Federal Express or other priority delivery service, (c) on the date of delivery if delivered sent by electronic mail during normal business hours of the recipient and on the next business day if after normal business hours of the recipient, and (d) five (5) business days after being sent, if sent by registered or certified mail. Either Party may specify another address by giving notice as provided in this Section 14.1 (Notices) to the other Party. A copy of all notices, which shall not constitute notice, sent to Compology shall be sent to legal@roadrunnerwm.com

14.2. Entire Agreement. These Terms (including the Schedules and other Compology documentation referenced herein) form the parties’ entire agreement relating to its subject matter and supersede all other prior or contemporaneous communications between the parties relating to the subject matter. No Party is relying on any warranties, representations, promises or inducements not expressly stated in these Terms.

14.3. Independent Contractors. The parties are independent contractors. Nothing in these Terms or the relationship contemplated herein will be deemed to create a joint venture, partnership, or agency between Compology and Customer. Neither Party’s employees will be considered agents or employees of the other Party. Neither Party is authorized to enter into any contracts or agreements or undertake any duties or obligations for or on behalf of the other Party without the other Party’s prior written consent.

14.4. Governing Law and Venue. These Terms are governed solely by the internal laws of the State of Delaware and the parties agree to submit to the exclusive jurisdiction of the state and federal courts sitting in Pittsburgh, Pennsylvania.

14.5. Severability. If any provision of these Terms is deemed unenforceable, this will not affect the enforceability of any other provision of these Terms.

14.6. Waivers. A Party may only waive its rights under these Terms through a specific written waiver by its authorized representative. A waiver of one breach will not constitute a waiver of any other breach.

14.7. No Third- Party Beneficiaries. These Terms are between Compology and Customer. Except to the extent expressly stated in these Terms, these Terms do not create any third- party beneficiary rights.

14.8. Assignment. Customer may not assign to any third party any of its respective rights or obligations under these Terms without Compology’s prior written permission.

14.9. Force Majeure. Compology will not be liable for failure to perform or delay in performing any obligation under these Terms if such failure or delay is due to an act of God, fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, shortage, strike, failure of environmental controls, epidemic, pandemic, failure of Internet-mediated transmissions, terrorist attack, governmental action, riot, insurrection, damage, destruction or any other similar cause beyond the control of Compology that adversely impacts Compology’s ability of to perform (“Force Majeure”).

 

General Terms – Schedule A – Standard Warranty

1. OVERVIEW
These terms shall apply only to the Standard Warranty and shall not apply to the Camera Health and Monitoring Subscription.

2. DEVICE WARRANTY
Scope
THE WARRANTY CONTAINED IN THIS SCHEDULE A IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED WITH RESPECT TO THE EQUIPMENT AND SUBSCRIPTION SERVICES, WHICH ARE OTHERWISE PROVIDED “AS-IS” AND “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST INFRINGEMENT). THE WARRANTY CONTAINED IN THIS SCHEDULE A IS ONLY PROVIDED TO CUSTOMERS THAT ARE OTHERWISE IN COMPLIANCE WITH THESE TERMS AND CONDITIONS.

Term

  • Purchased Devices: 36 months
  • Leased Devices: The lesser of the Initial lease term and 36 months

Start Date
The Compology Device Warranty starts on the Camera Activation Date (CAD). A Device is considered activated once it has been turned on and sends its first message to Compology’s cloud software platform.

Eligibility
All cameras with a CAD less than 36 months from the current date are eligible for warranty coverage. Customers may request a complete list of CADs for their organization at any time by submitting the request to Compology through support@compology.com.

What’s Covered
Compology’s camera warranty covers the following during the warranty period:

  • Device manufacturing defects
  • Device workmanship defects
  • Device batteries

What’s Not Covered
Compology’s Device warranty does not cover:

  • Labor cost for installing, removing or reinstalling cameras
  • Shipping costs of cameras
  • Devices that have been damaged due to normal wear and tear or are missing from the container. In the case of replacements due to damaged, vandalized or missing cameras, Customer agrees to pay the contracted price for each camera replaced.

Exercising the Warranty
Customers are encouraged to maintain extra cameras in their possession for use in field maintenance (at least 2-5% of their installed Devices) for future maintenance matters.

In situations where Compology is not performing the maintenance, to service a suspected defective camera for warranty repair or replacement Customer should:

  • At Customer’s own risk and cost, or via a separately paid Compology technician, remove the suspected defective camera and replace with the spare camera
  • Once a replacement camera is installed, Customers must edit the “placeholder” containers using these instructions published on our Help Center: Editing Container Information

Returning Device
To return cameras under warranty the Customer should contact Compology by email at support@compology.com and request a Return Material Authorization (RMA) from Compology. Include in your request:

  • The number of cameras you wish to return; and
  • The model of camera.

Once Compology receives the RMA request, Compology will provide the customer an RMA # to reference with their return shipment. Customer must ship cameras at their expense to Compology at the following address:

Compology c/o AQS Carrolton
Attn: RMA # (Provided)
2019 McKenzie Drive
Carrollton, TX 75006

Once the RMA is received Compology will:

  • Notify Customer upon receipt of the RMA
  • Inspect the Device(s) and, if this warranty is applicable, either repair or replace the Device
  • Device(s) that will be returned to Customer, at Customer’s expense, will be sent via  ground shipment in 3-4 weeks of Customer’s confirmation of such return.

Note: Compology, at its option, will repair or replace defective cameras. Replacement cameras provided may be new or refurbished at Compology’s discretion, but in all cases will assume the remainder of the warranty of the original camera purchased. IN NO EVENT WILL THE WARRANTY BE EXTENDED BEYOND THE THREE-YEAR PERIOD BEGINNING ON THE ORIGINAL CAD.

Advance Replacement
Compology offers its customers the ability to order cameras to be used for maintenance. Unlike normal fleet purchases, these orders are shipped on account to customers with payment due in 45 days.

The intent of the Advance Replacement program is to allow customers without maintenance cameras to acquire cameras before traveling into the field to do maintenance and in this way complete maintenance in a single trip.

  • To place an Advance Replacement order contact Compology by email at support@compology.com
  • Orders will be priced at the customer’s contracted Device price and shipped by ground at Compology’s expense.
  • At the time of order, Compology will provide the customer an RMA # to be used to return any defective cameras found during their maintenance activity.
  • Following maintenance, the customer should return defective cameras for inspection.
  • Customers will be notified by Compology upon receipt of the RMA
  • Following inspection, Compology will process a credit against the Advance Replacement invoice
  • Any quantity not offset by a returned camera will be assumed to have been used for non-warranty purposes and payment of the balance of the associated invoice will be due 30 days following shipment

Remedies
In the event that Compology fails to provide the warranties contemplated by these Terms, including without limitation the terms of Schedule A, Customer’s sole and exclusive remedy is terminating the Subscription Services, pursuant to the terms and conditions of the Terms, and, in such event, Compology shall refund a pro rata portion of the Fees relative to the remainder of the term during which services will not be provided.

 

General Terms – Schedule B – Camera Health Monitoring Subscription

OVERVIEW
Compology’s Camera Health Monitoring Subscription Program is a selective program offered to customers that elect to pay for this additional service. As part of this subscription, Compology will continuously monitor such customers camera fleet health on a daily basis to ensure fleet performance, identify issues and proactively dispatch service technicians to fix them. The detailed services are described in this document. For the avoidance of doubt, these terms shall apply only to the Camera Health Monitoring Subscription Program. Unless Customer has a remainder current on all payments associated with this Camera Health Monitoring Subscription Program, its use of the Devices and the Subscription Services will be governed by the terms found on Schedule A, in lieu of this Schedule B.

SCOPE
The warranty contained in this Schedule B is the sole and exclusive warranty, AND ONLY provided TO CUSTOMERS THAT ARE IN COMPLIANCE WITH THESE TERMS AND CONDITIONS AND HAVE TIMELY PAID AND ARE CURRENT FOR THE CAMERA HEALTH MONITORING SUBSCRIPTION, which ARE OTHERWISE PROVIDED “AS-IS” AND “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST INFRINGEMENT).

TERM
Camera Health Monitoring Subscription Programs are coterminous with the term of the Subscription Services.

GEOGRAPHIC COVERAGE
Compology’s Camera Health Monitoring Subscription Program applies to Customer’s service locations in the lower 48 United States, Hawaiian Islands (Hawaii, Oahu, Maui, Kauai) and Canada.

SUBSCRIPTION SERVICE
What’s Covered
Customer agrees to pay a monthly Compology Camera Health Monitoring Subscription Program fee, as reflected on the Order Form, and as the same may be increased to any then-current rates for the Program in connection with any automatic renewal of the Subscription Services. Any such increase shall be reflected, and Customer shall be notified of the same via the subsequent invoices from Compology.

  • Automated, continuous health monitoring of activated Devices.
  • All Device issues are covered, with the exception of failures due to battery issues after 36 months from Camera Activation Date (CAD). See details in ‘What’s Not Covered’ section.
  • Compology Camera Health Monitoring Subscription plan only applies to fleets of front load and permanent location containers and is exclusive of any roll off containers.
  • The monthly fee per camera is fixed, non-refundable, applies to all applicable Devices on contract, and only applies to fleets of front load and permanent location containers.

What’s Not Covered
A fixed per task fee as reflected in the Order Form applies to below tasks not covered by the Camera Health Monitoring Subscription.

  • Initial installations
  • Removals
  • Re-installing a camera to replace a camera that was moved away from the service location
  • Cleaning camera lens
  • Customer is responsible for Device failures related to battery issues after 36 months from CAD. A cost will apply to replace the Device and an install fee will apply as per contracted rates reflected on the Order Form.

INVOICING AND PAYMENT
Camera Health Monitoring Subscription and charges for Device and Services will be invoiced in accordance with the payment terms reflected on the Order Form.

TECHNICAL SUPPORT
Online technical and non-technical support is offered by emailing support@compology.com.

  • Support team is available 8am-5pm (PST), Monday-Friday
  • FAQs and Help articles are available on the Compology Help center at https://help.compology.com
  • 1:1 technical training on field services best practices at Customer’s request, but no more than 1 hour per quarter

SERVICE LEVEL AGREEMENT (SLA)
Compology will aim to keep the camera fleet posting rate (defined as the percentage of cameras that are successfully posting within the last 3 days) as high as practically possible.

When a technician is dispatched to solve an issue that has persisted beyond 3 days, Compology aims to:

  • Complete at least 50% of all tasks in in less than 4 days from the dispatch date; and
  • Complete 100% of tasks in less than 14 days from the dispatch date.

Compology may require collaboration with Customer to successfully complete tasks.

CUSTOMER OBLIGATIONS

  • Customer must use the Compology Web App to mark locations as “restricted access” if Compology must pre-authorize service or needs special instructions.
  • For Customer service locations that have more than three damaged and/or missing Device within 90 days that require replacement, Compology reserves the right to charge additional fees after providing notice of the same.
  • Customer will assist Compology in identifying the location of containers that were moved from the original location prior to any field service.

REMEDIES
In the event that Compology fails to provide the warranties contemplated by these Terms, including without limitation the terms of Schedule B, Customer’s sole and exclusive remedy is terminating the Subscription Services, pursuant to the terms and conditions of the Terms, and, in such event, Compology shall refund a pro rata portion of the Fees relative to the remainder of the term during which services will not be provided.