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ToolWatch Addendum

Service Addendum – ToolWatch

This Service Addendum – ToolWatch (“Addendum”) supplements the AlignOps LLC General Terms and Conditions (“Agreement”), whose terms govern this Addendum. This Addendum is effective as of ___________ (“Effective Date”).  Any conflict between this Addendum and the Agreement shall be resolved in favor of this Addendum. Any conflict between this Addendum and the related Order Agreement shall be resolved in favor of the Order Agreement.

1. Definitions

  1. “Hardware Unit” means a physical hardware device containing physical, motion, environmental, audio, telematics and/or video measurement and recording systems designed for installation on or attachment to construction equipment or tools to track the location of the item.

  2. "Licensed Assets" mean the tools, equipment, materials and consumables or other assets entered into, tracked, and monitored by the ToolWatch Service.  For purposes of determining applicable fees for a ToolWatch Service that provides Licensed Asset tracking or monitoring, the number of Licensed Assets means the number of uniquely identified (using an individual SKU) tools, assets, items or other equipment or group of quantity of such items, identified as a group with a unique SKU (e.g., a specific tool with a unique SKU counts as one Licensed Asset and fifty of the same screwdriver with one SKU for all fifty screwdrivers is counted as one Licensed Asset). 
  3. “Mobile App” means a version of the ToolWatch Service available on mobile devices such as smartphones and tablets.
  4. “Product Tier” means the ToolWatch Service subscription level Subscriber selected.
  5. “ToolWatch Service” means the online hosted software platform through which Subscriber may access the ToolWatch features, including functionality to track Licensed Assets and Hardware Units and use the Mobile App.

2. Access To The ToolWatch Service

  1. Scope of Access. Subject to the terms of the Agreement, AlignOps grants to Subscriber a right for an unlimited number of Users to access the ToolWatch Service to track Licensed Assets and Hardware Units in accordance with the applicable Product Tier Subscriber assigned to such User, including applicability of any additional features ordered and paid for by Subscriber. 

  2. Implementation Fees. AlignOps will bill for, and Subscriber agrees to pay, implementation fees at the beginning of the Term. AlignOps may additionally bill for, and Subscriber agrees to pay, implementation fees if Subscriber elects to change Product Tiers and orders or otherwise requests implementation support from AlignOps, as agreed in an applicable Order Agreement.

3. Hardware Implementation and Management

  1. Warranty on AlignOps-Provided Equipment. Subject to the terms of Schedule 1, a warranty is provided for all Hardware Units Subscriber deploys in accordance with this Addendum that experiences a manufacturer defect during the Term. Subscriber must contact AlignOps ToolWatch Support for warranty claims at https://alignops.com/customers/support-customer-services. Any fees associated with Hardware Units damaged by Subscriber or which are lost or stolen will continue to incur any usage fees associated with the Hardware Unit, pursuant to the related Order Agreement.

  2. Installation Support. AlignOps will provide virtual Hardware Unit installation training and support at no additional cost. On-site installation support is available for an additional fee as set forth in an applicable Order Agreement.

  3. Hardware Firmware Updates. AlignOps will remotely update the firmware for all Hardware Units deployed and online during the Term of an applicable Order Agreement.

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date.

Schedule 1 – Warranty Terms

THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE (OR BY COUNTRY OR PROVINCE). ALIGNOPS DOES NOT EXCLUDE, LIMIT OR SUSPEND OTHER LEGAL RIGHTS YOU MAY HAVE UNDER THE LAWS OF YOUR STATE (OR COUNTRY OR PROVINCE). FOR A FULL UNDERSTANDING OF YOUR RIGHTS, YOU SHOULD CONSULT THE LAWS OF YOUR STATE, COUNTRY OR PROVINCE.

Limited Hardware Warranty

Hardware Units purchased by Subscriber shall be free of defects in material and workmanship under normal authorized use consistent with applicable instructions. This product warranty extends only to the original purchaser of the Hardware Unit from AlignOps. The warranty begins on the date AlignOps ships the Hardware Unit and terminates at the end of the Term applicable to such Hardware Unit and the Order Agreement under which such Hardware Unit was ordered. In the event that AlignOps receives notice during the warranty period that any Hardware Unit does not conform to its warranty, Subscriber’s sole and exclusive remedy, and AlignOps’ sole and exclusive liability, shall be for AlignOps, at its sole option, to either repair or replace the non-conforming Hardware Unit in accordance with this limited warranty. Hardware Units replaced under the terms of any such warranty may be refurbished or new equipment substituted at the option of AlignOps. 

Restrictions

No warranty will apply if the Hardware Unit (i) has been altered, except by AlignOps; (ii) has not been installed, operated, repaired, or maintained in accordance with any instructions supplied by AlignOps; (iii) has been subjected to abnormal or improper environmental conditions, accident or negligence, including unreasonable physical, thermal, or electrical conditions or treatment; or (iv) is provided on a trial, evaluation, beta, or other free-of-charge basis. This warranty does not apply to: (a) cosmetic damage, such as scratches, nicks and dents or (b) consumable parts, such as batteries, unless product damage has occurred due to a defect in materials or workmanship. In addition, Hardware Units are not designed or intended for use in (x) the design, construction, operation or maintenance of any nuclear facility, (y) navigating or operating aircraft; or (z) operating life-support or life-critical medical equipment, and AlignOps disclaims any express or implied warranty of fitness for such uses. Subscriber is solely responsible for backing up its programs and data to protect against loss or corruption. AlignOps warranty obligations do not include installation support. Notwithstanding anything to the contrary, no warranty shall apply beyond any published End of Support date for Hardware Units.

This warranty also does not apply to, and AlignOps is not responsible for, any degradation in the performance of any Hardware Unit’s location accuracy or performance resulting from its use in proximity to any handset or other device that utilizes a terrestrial broadband network operating on frequencies that are close to the frequencies used by any Global Navigation Satellite System (GNSS) such as the Global Positioning Service (GPS). Use of such devices may impair reception of GNSS signals.

Limitation of Liability

IN ADDITION TO THE LIMITATION OF LIABILITY TERMS IN THE AGREEMENT, ALIGNOPS SHALL NOT BE LIABLE FOR SUBSCRIBER’S OR ANY THIRD PARTY'S SOFTWARE, FIRMWARE, INFORMATION, OR MEMORY DATA CONTAINED IN OR INTEGRATED WITH ANY PRODUCT RETURNED TO ALIGNOPS, WHETHER UNDER WARRANTY OR NOT.