Terms & Conditions (SLA)

Terms of Use | Service Level Agreement (SLA)
Version 2025.C

1. Services

1.1. Provision of Services

HQE Systems, Inc. (“Provider”), operating under the laws of the State of California, agrees to provide the Client with non-exclusive access to its proprietary products, hardware, software, systems, and related services, including but not limited to:

• HQE SiRcom SMART Alert Software (“Software”)
• Outdoor Warning Sirens
• Indoor Public Address Systems
• FORTRESS Emergency Mass Notification Systems
• EVERSENSE Ultra-Early Fire Detection Sensors
• SAFE Forklifts
• SAFE Network Solutions
• Portable Alert Units (“SAFE Units”)
• Consulting Services
• Installation Services
• System Upgrades
• Maintenance Programs
• Any other hardware, software, systems, or services offered by HQE Systems, Inc.

The provision of these products and services is strictly subject to the terms and conditions set forth in this Service Level Agreement (SLA), as well as any related Order Forms, Statements of Work (SOWs), Addendums, or other contractual agreements, all of which are incorporated herein by reference. The Provider makes no guarantees regarding the continued availability of any specific product, feature, or service. By issuing a PO, the Client acknowledges and agrees that it has reviewed, understood, and accepted the terms of this SLA. The Provider is under no obligation to separately provide a copy of the SLA, and the Client’s failure to review the SLA does not exempt them from compliance. The Client waives all claims related to non-receipt or lack of awareness of this SLA. Furthermore, by issuing a purchase order (PO), accessing, purchasing, or utilizing any of the Provider’s products or services, the Client expressly acknowledges and agrees to be legally bound by the terms and conditions of this SLA, including any future amendments or updates that may be issued from time to time. Acceptance of this SLA is automatic and does not require a separate signature or written acknowledgment. Failure to read or review this SLA does not exempt the Client from compliance with its terms. The authoritative version of this SLA is maintained on the Provider’s official website at www.HQESystems.com/SLA. The Provider reserves the right to unilaterally modify, amend, or update this SLA at its sole discretion to reflect operational changes, compliance requirements, or enhancements to its products and services. Such updates shall take effect immediately upon publication to the Provider’s website. The Client’s continued use of any of the Provider’s products or services after such publication shall constitute full and unconditional acceptance of the updated terms. It is the sole responsibility of the Client to review the most current version of the SLA, and the Provider bears no obligation to notify or provide copies of updated terms.

Right to Modify Services

The Provider reserves the right, at its sole discretion, to modify, amend, or discontinue any aspect of its products, services, features, or functionalities, including branding or naming conventions. The Provider reserves the right, at its sole discretion, to modify, discontinue, or reconfigure any product or service without liability, compensation, or refund to the Client. The Provider has no obligation to maintain prior versions or functionalities.

1.2. System Reliability Disclaimer

HQE provides all products and services ‘as-is’ with no guarantee of uptime, availability, or error-free operation. The Provider does not guarantee uninterrupted or error-free operation of its systems. System performance may be impacted by factors beyond the Provider’s reasonable control, including but not limited to:

• The Client expressly waives any claims related to performance failures.
• The Client acknowledges that all systems have inherent limitations and assumes all risks associated with their use.
• Network outages caused by telecommunications providers, internet service providers, or cloud hosting services;
• HQE shall not be liable for damages arising from the Client’s improper use, misconfiguration, or failure to follow operating guidelines.;
• Client operating a previous version that has been updated to resolve performance issues but did not receive the updated version due to scheduling issues and or delays;
• Power disruptions or hardware malfunctions at the Client’s facilities or third-party locations;
• Failures, delays, or incompatibilities caused by third-party systems integrated with the Provider’s products or services;
• HQE is not responsible for data loss, breaches, or unauthorized access resulting from cyberattacks, hacking, or third-party vulnerabilities.
• The Provider shall not be liable for failures, delays, or interruptions caused by third-party systems, including but not limited to telecommunications providers, cloud services, power utilities, or software integrations. The Client agrees to indemnify, defend, and hold harmless the Provider from any claims arising from third-party failures.
• HQE shall not be liable for any loss, theft, destruction, or unauthorized access to Client Data resulting from cyberattacks, hacking, malware, or other malicious activities, whether originating internally or from third parties. HQE’s liability for any security breach shall be strictly limited to the lesser of (a) the total fees paid by the Client in the 12 months preceding the claim or (b) $10,000.
• The Client waives all rights to participate in any class action, collective action, or mass claim against HQE. Any claims must be brought solely on an individual basis through binding arbitration.
• Force majeure events, as defined in Section 6.

The Client agrees and acknowledges that the Provider shall not be held liable for interruptions, delays, or failures caused by such external factors. This provision ensures mutual understanding of the limitations inherent to interconnected systems, hardware, and infrastructure in complex operating environments.

1.3. Scope of Products and Services

The Provider offers a comprehensive portfolio of products and services designed to address the operational, safety, and security needs of its Clients. These offerings include:

1. Mass Notification Systems (MNS):

• Outdoor Notification Systems: Advanced wide-area alerting systems utilizing sirens and voice-tone technology to deliver clear, real-time emergency communications. These systems include health monitoring and diagnostics to ensure reliable operation.
• Indoor Notification Systems: Public address systems, networked televisions, digital signage, and other technologies designed to deliver effective and timely communications within indoor environments.
• HQE SiRcom SMART Alert Software: A centralized emergency alerting platform capable of issuing notifications via SMS, email, voice calls, desktop alerts, and more. Fully integrated with FEMA IPAWS for nationwide alerting compliance and ADA standards for accessibility.
• Portable Alert Units (“SAFE Units”): Self-contained, mobile notification devices designed for rapid deployment in temporary or emergency scenarios, ensuring communication continuity.

1. Life Safety and Security Solutions:

• FORTRESS Emergency Mass Notification Systems: Customizable and integrated solutions for high-risk facilities, multi-site campuses, and other environments requiring critical communication and response capabilities.
• EVERSENSE Ultra-Early Fire Detection Sensors: State-of-the-art sensors designed to detect fire hazards at their earliest stages to mitigate risks and ensure rapid response.
• SAFE Network Solutions: A secure and scalable network infrastructure designed to unify and manage communication channels, including RF, LTE, IP, fiber, and satellite communications, for seamless connectivity.

1. Electronic Security Systems (ESS):

• CCTV Systems: High-resolution video surveillance systems with advanced analytics for real-time monitoring, forensic review, and event detection.
• Access Control Systems: Comprehensive access management platforms that secure entry points with advanced credentialing, monitoring, and logging capabilities.
• Intrusion Detection Systems: Automated systems that detect unauthorized access, triggering immediate alerts to enhance response times and secure facilities.

1. Specialized Equipment and Solutions:

• SAFE Forklifts: Industrial-grade forklifts integrated with advanced safety technologies, such as collision avoidance systems, real-time telemetry, and operator monitoring to promote workplace safety and compliance.

1. Consulting Services:

• Advisory services to assist Clients with infrastructure design, compliance requirements, and risk assessments. These include:
  • Gap Analysis: Identification of operational vulnerabilities and recommendations for improvement.
  • Compliance Audits: Ensuring adherence to industry standards and legal requirements.
  • Custom Security Solutions: Tailored design and implementation of systems to meet the Client’s specific needs.

1. Installation, Upgrades, and Maintenance Services:

• Installation Services: Complete deployment of hardware and software solutions, including system setup, configuration, and user training.
• System Upgrades: Modernization of legacy systems with updated technology to enhance functionality and ensure compliance with evolving standards.
• Maintenance Programs: Comprehensive preventive and corrective maintenance plans, including routine system diagnostics, updates, and on-demand repairs.

1. Technical Support:

• 24/7 Support Services: Around-the-clock technical assistance, troubleshooting, configuration help, and remote or on-site diagnostics to ensure minimal downtime and maximum operational efficiency.

1.4. Fair Usage Policy for “Unlimited” Service Packages

Certain services offered under this SLA may be advertised as “Unlimited” (e.g., SMS texts, voice calls, etc.). These services are subject to the following Fair Usage Policy to ensure resource availability and operational equity:

1. Definition of Fair Usage:
   • Unlimited usage is defined as a reasonable and proportional level of service consumption aligned with industry standards, the Client’s operational profile, and historical usage patterns.
2. Monitoring and Notification:
   • The Provider reserves the right to monitor service usage. If the Client’s usage exceeds reasonable thresholds, the Provider will issue a formal notification detailing the overuse and potential corrective actions.
3. Actions for Exceeding Limits:
   • If the Client exceeds the defined usage limits, the Provider reserves the right to:
     • Temporarily cap or limit service availability to prevent further overuse;
     • Adjust pricing terms to reflect actual usage levels; or
     • Suspend or terminate affected services if excessive usage persists without resolution.
4. Extraordinary Events:
   • The Provider may, at its sole discretion, exempt usage exceeding defined limits during bona fide emergencies, provided that the Client demonstrates legitimate necessity for the increased service levels.
5. Remedies for Non-Compliance:
   • Failure to comply with the Fair Usage Policy may result in suspension or termination of services. The Client remains liable for all associated charges and fees incurred during the period of overuse.

This policy ensures equitable access to resources for all Clients while safeguarding the Provider’s ability to maintain consistent and high-quality service delivery.

2. Data Use and Ownership

2.1 Ownership of Client Data

The Client retains all ownership, rights, title, and interest in and to any data, information, or materials provided to, transmitted through, or processed by the Provider’s systems and products during the course of this Agreement (“Client Data”). Client Data includes, but is not limited to:

• Text, notifications, or other written content provided by the Client;
• Images, graphics, videos, or other multimedia content uploaded by the Client;
• Data inputs, configurations, and settings created or provided by the Client; and
• Any personal, organizational, or proprietary information transmitted or processed by the Client through the Provider’s products or services.

The Provider explicitly disclaims all responsibility for the accuracy, legality, completeness, and timeliness of any Client Data and shall not be held liable for any consequences arising from the Client’s use or provision of such data. The Client assumes full responsibility for ensuring that all Client Data complies with applicable laws and regulations, including data privacy, intellectual property, and confidentiality requirements.

The Provider shall not acquire any rights, title, or interest in Client Data except for the limited rights expressly granted by the Client under this Agreement to facilitate the proper use of the Provider’s products and services.

2.2 Client’s Responsibility for Safeguards

The Client is solely responsible for the protection, management, and security of all Client Data. This includes, but is not limited to:

• Ensuring that Client Data is accurate, lawful, and does not infringe on the rights of any third party;
• Implementing appropriate safeguards to prevent unauthorized access to, or misuse of, Client Data by the Client’s employees, contractors, or agents;
• Ensuring that all hardware, software, and network systems used to access the Provider’s products or services comply with applicable security standards;
• Ensuring that Client Data is regularly backed up and that any backup processes are solely the Client’s responsibility; and
• Complying with all applicable data protection laws, regulations, and requirements when using the Provider’s products or services.

The Provider disclaims all liability for any loss, theft, destruction, unauthorized access, or other misuse of Client Data, whether caused by the Client, third-party systems, or external events beyond the Provider’s reasonable control.

2.3 Legal Compliance and Indemnification

The Client warrants that it has obtained all necessary permissions, consents, licenses, and authorizations required to provide, process, or use Client Data through the Provider’s products or services. The Client further warrants that its use of the Provider’s systems, products, or services shall comply with all applicable laws, regulations, and third-party agreements.

The Client agrees to indemnify, defend, and hold harmless the Provider, its officers, directors, employees, agents, affiliates, and successors from and against any and all claims, damages, losses, liabilities, judgments, penalties, costs, or expenses (including reasonable attorneys’ fees) arising from or related to:

• The Client’s provision of Client Data that violates any applicable laws or third-party rights, including but not limited to intellectual property or data privacy laws;
• The Client’s failure to implement adequate security measures to protect Client Data;
• Any unauthorized access to or use of Client Data caused by the Client’s employees, contractors, agents, or third parties; and
• The Client’s breach of its representations, warranties, or obligations under this Agreement.

2.4 No Provider Liability for Data Issues

The Provider shall not be held liable for:

• Loss, corruption, or unauthorized access to Client Data due to actions or omissions by the Client or any third parties;
• Errors, delays, or failures caused by the Client’s systems, hardware, or infrastructure;
• Unauthorized access to Client Data resulting from the Client’s failure to maintain adequate safeguards;
• Third-party claims, damages, or liabilities arising from the Client’s use of the Provider’s products or services; and
• Any failure by the Client to comply with applicable legal, regulatory, or contractual obligations.

The Provider provides its products and services on an “as-is” basis and disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, with respect to Client Data.

2.5 Indemnification for Data Breaches or Violations

In the event of any claim, investigation, regulatory action, or legal proceeding related to the Client’s use of the Provider’s products or services, the Client agrees to indemnify, defend, and hold harmless the Provider, its officers, directors, employees, agents, and affiliates from any and all resulting damages, fines, penalties, losses, costs, or expenses, including but not limited to:

• Attorneys’ fees and legal defense costs;
• Fines or penalties imposed by regulatory authorities; and
• Settlement amounts or damages awarded to third parties.

The Client shall assume all responsibility for mitigating any consequences arising from unauthorized access to or misuse of Client Data.

Key Protective Provisions

• Data Ownership Disclaimer: The Provider asserts no control over Client Data and disclaims any responsibility for ensuring its accuracy, legality, or compliance.
• No Guarantee of Security: The Provider does not guarantee the security of Client Data and disclaims liability for breaches or unauthorized access caused by Client actions or third parties.
• Indemnity: The Client bears full responsibility for all legal or financial consequences arising from its data and must indemnify the Provider against any related claims.

3. Service Levels

3.1 Service Commitment

The Provider makes a reasonable effort to maintain the operational availability of its products and services, including but not limited to the HQE SiRcom SMART Alert Software (“Software”) and other systems, for a minimum of 99.9% of the time in any given calendar year (“Service Commitment”). This Service Commitment is not guaranteed and is subject to the exclusions outlined below, ensuring the Provider assumes no liability for disruptions beyond its reasonable control.

Exclusions from Uptime Calculations

The calculation of uptime explicitly excludes interruptions caused by:

1. Planned Downtime:
   Scheduled downtime necessary for routine maintenance, upgrades, or other operational requirements. Notification of planned downtime may be provided through acceptable communication methods, such as email, text messages, portal updates, or meetings. The Client acknowledges that such downtime is necessary for the continued improvement of the Provider’s products and services.
2. Force Majeure Events:
   Circumstances beyond the Provider’s reasonable control, including but not limited to:
   • Natural disasters (e.g., earthquakes, floods, wildfires, hurricanes);
   • Acts of God;
   • Global pandemics or public health emergencies;
   • Acts of war, terrorism, or civil unrest;
   • Cyberattacks, including but not limited to denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks;
   • Governmental actions, orders, or regulations;
   • Utility failures, power outages, or energy shortages; and
   • Labor disputes or strikes.
3. Third-Party Dependencies:
   Failures, delays, or interruptions caused by third-party systems, networks, or services not under the Provider’s direct control. This includes, but is not limited to, disruptions involving internet service providers, cloud infrastructure providers, hosting services, or telecommunications networks.
4. Client Actions or Omissions:
   Downtime caused by the Client’s actions, inactions, or infrastructure. This includes, but is not limited to:
   • Misuse of the Provider’s products or services;
   • Non-compliance with operational or configuration requirements outlined by the Provider;
   • Use of incompatible hardware, software, or systems; and
   • Neglect in performing required updates, maintenance, or support on the Client’s systems.

Force Majeure Clause

The Provider shall not be liable for any failure or delay in achieving the Service Commitment or fulfilling any obligations under this Agreement to the extent such failure or delay is caused by a force majeure event. In the event of a force majeure event:

• Notification: The Provider may notify the Client of the event and its anticipated impact on services.
• Efforts to Mitigate: The Provider may make commercially reasonable efforts to mitigate the effects of the force majeure event and resume services as soon as reasonably possible.

Acknowledgment of Risk Allocation

The Client acknowledges and agrees that the Service Commitment reflects a reasonable allocation of risks and inherent limitations of software-dependent and hardware-integrated systems operating in complex environments. The exclusions and limitations set forth in this Section are critical to the Provider’s ability to deliver products and services on commercially viable terms.

3.2 Customer Support

Customer support services for the Provider’s products and services, including the HQE SMART Alert Software and related systems, may be offered as a courtesy, subject to the terms outlined in this Agreement. The Provider does not guarantee any specific results, timelines, or resolutions for support requests.

Scope of Support

The Provider, at its sole discretion, may address technical support inquiries or issues raised by the Client. This scope may include:

• Basic Assistance: General guidance on the configuration, use, or functionality of the Provider’s products and services;
• Issue Troubleshooting: Identification and potential resolution of technical problems directly affecting the operation of the Provider’s products within their intended scope of use; and
• Best Practices Advice: Recommendations for optimizing the efficiency or effectiveness of the Provider’s products or services.

Exclusions from Support

The Provider is under no obligation to provide support for issues or requests that fall outside the original scope of the Client’s contracted services, including but not limited to:

• Modifications, customizations, or feature requests beyond the original agreed specifications;
• Training requirements outside standard documentation;
• Third-party integrations or compatibility issues; and
• Hardware, software, or systems not provided or certified by the Provider.

Support Levels and Response Times

Support requests, if acknowledged by the Provider, may be classified into the following categories with approximate response guidelines:

1. Emergency Support:
   • Definition: Critical failures of the Provider’s products or services that prevent core functionality (e.g., the inability to send emergency alerts).
   • Response Time Goal: The Provider may aim to acknowledge such requests within one (1) hour during normal business operations.
2. Priority Support:
   • Definition: Issues that impact functionality but do not prevent core operations (e.g., software bugs affecting non-critical features).
   • Response Time Goal: The Provider may aim to respond within twenty-four (24) hours of receiving the request.
3. Administrative Support:
   • Definition: Non-technical issues or general inquiries (e.g., clarification of user operations or training requests).
   • Response Time Goal: The Provider may aim to respond within seventy-two (72) hours of receiving the request.

These response time guidelines are approximate and do not constitute a binding commitment or service-level guarantee.

3.3 Limitations of Liability

The Provider shall not be held liable for:

• Any failure to meet response time guidelines or to provide support services;
• Losses, damages, or interruptions resulting from errors, delays, or omissions related to the Client’s use of the Provider’s products or services;
• Incidental, indirect, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, data, or goodwill; and
• Any claims arising from the Client’s failure to comply with the Provider’s operational guidelines or terms of use.
• HQE’s products and services are not a substitute for human decision-making or emergency response. The Client assumes all responsibility for ensuring proper redundancy, backup systems, and independent verification of alerts, alarms, and notifications. HQE shall not be liable for any claims, damages, or injuries resulting from failure, delay, or malfunction of any safety, security, or emergency-related system.

The Client agrees that the Provider’s liability, if any, arising under this Agreement shall be strictly limited to the issuance of potential service credits, if explicitly agreed to in writing, and in no event shall exceed the fees paid by the Client for the affected services during the relevant service period.

4. Fees and Payment

4.1 Fee Structure and Payment Obligations

The Client acknowledges and agrees to remit payment to the Provider for all fees outlined in the applicable Order Forms, Statements of Work (“SOWs”), or other contractual agreements, all of which are incorporated into this Service Level Agreement (“SLA”) by reference. The following terms govern the fee structure and payment obligations:

1. Non-Cancellable Fees:
   All payment obligations under this Agreement are irrevocable, binding, and non-cancellable upon execution of an Order Form or SOW. The Client acknowledges that the Provider has allocated resources and undertaken commitments in reliance on the enforceability of these obligations.
2. Fees Independent of Usage:
   The Client agrees that the fees stipulated in the Order Forms are based on the agreed scope of services, independent of the Client’s actual usage of the Provider’s products or services. Under no circumstances shall non-use of the Provider’s products or services relieve the Client of its obligation to pay the full amount due.
3. Non-Refundable Payments:
   Except as expressly stated in this Agreement or in an applicable Order Form, all fees paid by the Client are non-refundable. This includes, but is not limited to, cases where the Client elects to discontinue or reduce usage of the Provider’s products or services. The Client agrees that this non-refundability clause reflects a reasonable allocation of risks and costs between the Parties.
4. Client Assumption of Risk:
   The Client assumes full responsibility for ensuring the timely payment of fees and agrees that any delays, interruptions, or issues unrelated to the Provider’s obligations under this Agreement do not alter or diminish the Client’s payment obligations.

4.2 Invoicing and Payment Terms

The Client agrees to comply with the invoicing and payment terms outlined below, ensuring prompt and complete payments:

1. Invoice Issuance:
   Invoices for the Provider’s products and services will be issued on an annual basis unless otherwise specified in the Order Form. Invoices will be issued in advance of the service period to facilitate the uninterrupted availability of the Provider’s products and services.
2. Initial Invoice:
   The Provider reserves the right to issue the initial invoice following the Client’s execution of the applicable Order Form and acknowledgment of the Certificate of Successful Deployment (“Certificate”), where applicable. The Certificate shall confirm that deployment has been completed in accordance with agreed specifications and standards.
3. Payment Deadlines:
   The Client shall remit payment for all invoices within thirty (30) calendar days of the invoice date unless otherwise specified in the applicable Order Form. Timely payment is essential to maintaining the Client’s access to the Provider’s products and services.
4. Late Payments:
   In the event of late payments, the following provisions apply:
   • A late payment fee will be assessed at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted under applicable law.
   • The late payment fee is intended to compensate the Provider for the administrative burden, operational disruptions, and opportunity costs associated with late payments.
5. Suspension of Services:
   The Provider reserves the right, at its sole discretion, to suspend or terminate access to its products and services if payment is not received within the specified deadlines. Such suspension or termination does not absolve the Client of its obligation to pay the outstanding fees, including any late fees or penalties.
6. Collection Costs:
   The Client agrees to reimburse the Provider for any and all reasonable costs associated with the collection of overdue payments. These costs may include, but are not limited to:
   • Attorneys’ fees and legal expenses;
   • Court costs;
   • Fees incurred for the engagement of collection agencies or third-party recovery services.

4.3 Indemnification for Non-Payment

The Client agrees to indemnify, defend, and hold harmless the Provider, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including but not limited to attorneys’ fees, arising out of or relating to:

1. The Client’s failure to fulfill its payment obligations under this Agreement;
2. Any third-party claims arising as a direct or indirect result of the Client’s non-payment of fees;
3. Operational or financial disruptions experienced by the Provider as a result of the Client’s delinquent payment status.

This indemnification obligation shall remain in effect even after the termination or expiration of this Agreement and shall survive any resolution of payment disputes.

4.4 No Set-Off Rights

The Client expressly waives any right to withhold, delay, or set off payment obligations under this Agreement for any reason, including but not limited to disputes concerning the quality or functionality of the Provider’s products or services. The Client acknowledges and agrees that its payment obligations are independent of the Provider’s performance and shall not be subject to counterclaims or deductions.

4.5 Tax Obligations

All fees and charges under this Agreement are exclusive of applicable taxes, duties, and levies. The Client is solely responsible for the calculation, collection, and remittance of any applicable sales, use, value-added, or similar taxes, except for taxes based on the Provider’s net income. The Client agrees to indemnify and hold the Provider harmless from any claims, penalties, or liabilities arising from the Client’s failure to comply with applicable tax obligations.

4.6 Final Provisions

1. No Waiver of Payment Obligations:
   The Provider’s decision not to enforce or delay the enforcement of payment-related remedies under this Agreement shall not constitute a waiver of its rights to collect full payment or enforce applicable penalties.
2. Client Certification of Payment Ability:
   The Client certifies that it has the financial resources necessary to fulfill its obligations under this Agreement and agrees to notify the Provider of any material changes in its financial condition that could impact its ability to make timely payments.

5. Confidentiality

5.1 Recognition of Confidentiality

The Parties acknowledge and agree that during the course of their business relationship, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) certain confidential, proprietary, sensitive, or otherwise non-public information, whether oral, written, electronic, or in any other format, pertaining to the Disclosing Party’s business operations, strategies, technology, or financial affairs (“Confidential Information”).

Confidential Information includes, but is not limited to:

1. Trade secrets, data, formulas, algorithms, software source code, programs, and designs;
2. Information regarding pricing, costs, business methods, and strategies;
3. Client lists, vendor relationships, and proprietary methodologies;
4. Technical information, such as plans, drawings, and specifications; and
5. Any information that derives independent economic value from not being generally known to or readily ascertainable by others who could obtain economic value from its disclosure or use.

For the purposes of this Section, Confidential Information shall include any information that is designated as “confidential,” “proprietary,” or words of similar import, or which, under the circumstances of disclosure, a reasonable person would understand to be confidential or proprietary in nature.

5.2 Obligations Regarding Confidential Information

5.2.1 Protection and Safeguards

The Receiving Party shall:

1. Protect and safeguard the Confidential Information of the Disclosing Party with at least the same degree of care as it uses to protect its own confidential and proprietary information, but in no event less than a commercially reasonable standard of care.
2. Implement and maintain robust physical, electronic, and procedural safeguards to prevent unauthorized access, use, reproduction, or dissemination of Confidential Information.
3. Limit access to the Confidential Information to those employees, contractors, or agents of the Receiving Party who have a legitimate “need-to-know” basis in connection with this Agreement and who are bound by confidentiality obligations no less restrictive than those set forth herein.

5.2.2 Restricted Use and Disclosure

The Receiving Party shall:

1. Use the Disclosing Party’s Confidential Information solely for the purposes of fulfilling its obligations under this Agreement and for no other purpose.
2. Not disclose, disseminate, or otherwise make available any Confidential Information to any third party without the prior express written consent of the Disclosing Party, except as required by law or expressly permitted under this Agreement.
3. Not modify, alter, reverse engineer, or create derivative works from the Disclosing Party’s Confidential Information, except as explicitly permitted in writing by the Disclosing Party.

5.3 Exceptions to Confidential Information

The obligations set forth in this Section shall not apply to information that:

1. Public Domain: Was in the public domain at the time of disclosure, or subsequently becomes publicly available through no fault or breach by the Receiving Party.
2. Prior Knowledge: Was known to the Receiving Party without confidentiality restrictions prior to disclosure, as evidenced by the Receiving Party’s written records.
3. Approved Disclosure: Is disclosed with the prior written approval of the Disclosing Party.
4. Independent Development: Is independently developed by the Receiving Party without reliance on or reference to the Confidential Information of the Disclosing Party.
5. Legally Compelled Disclosure: Is required to be disclosed by law, regulation, court order, or other legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permissible) and reasonably cooperates, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy to safeguard the confidentiality of the information.

5.4 Notification and Handling of Breaches

In the event of an actual, suspected, or threatened unauthorized access, use, or disclosure of Confidential Information (“Breach”) by the Receiving Party, the Receiving Party shall:

1. Notification Obligations:
   • Promptly, and no later than seventy-two (72) hours after becoming aware of the Breach, notify the Disclosing Party in writing of the nature and scope of the Breach.
   • Provide all reasonably available details regarding the Breach, including but not limited to the types of Confidential Information affected, the known or suspected cause, and the measures being taken to investigate and mitigate the Breach.
2. Remediation Efforts:
   • Take immediate and reasonable measures to contain, mitigate, and remedy the effects of the Breach, including restricting further unauthorized access and conducting an internal investigation.
   • Fully cooperate with the Disclosing Party’s directives to assess the scope of the Breach and implement any necessary remedial actions.
3. Costs of Remediation:
   • Bear all costs and expenses associated with responding to and remediating the Breach, including but not limited to forensic investigations, legal fees, notifications to affected individuals or entities, and credit monitoring services (if applicable).
4. Investigation and Reporting:
   • Provide a detailed written report to the Disclosing Party within thirty (30) calendar days of the initial notification, outlining the findings of the investigation and the measures implemented to prevent a recurrence.

5.5 Indemnification for Breach of Confidentiality

The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, liabilities, damages, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. Any unauthorized access, use, or disclosure of Confidential Information by the Receiving Party, its employees, agents, or contractors;
2. Any failure by the Receiving Party to comply with its obligations under this Section; and
3. Any third-party claims directly or indirectly resulting from the Receiving Party’s breach of this Section.

5.6 Equitable Remedies

The Receiving Party acknowledges that the unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek equitable relief, including temporary or permanent injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or other security.

5.7 Survival of Confidentiality Obligations

All confidentiality obligations set forth in this Section shall survive the expiration or termination of this Agreement for a period of five (5) years, or indefinitely in the case of trade secrets or information protected by applicable law.

6. Term and Termination

6.1 Duration of Agreement

This Agreement shall become effective as of the date of its execution by both parties (the “Effective Date”) and shall remain in full force and effect until all subscriptions, access rights, and service provisions under this Agreement have naturally expired in accordance with their respective terms or until this Agreement has been terminated pursuant to the provisions set forth herein.

6.2 Termination for Cause

(i) Termination for Material Breach
Either party (the “Terminating Party”) may terminate this Agreement immediately upon written notice to the other party (the “Breaching Party”) in the event of a material breach of this Agreement. A material breach shall include, but is not limited to:

1. A failure by the Breaching Party to perform any material obligation required under this Agreement;
2. A breach of confidentiality obligations outlined in Section 5; or
3. A failure by the Client to make timely payment of fees as required under Section 4.

The Terminating Party shall provide the Breaching Party with written notice detailing the nature of the alleged breach.

Remedy Period for Provider
If the alleged breach is committed by the Provider, the Client shall provide the Provider with a thirty (30) day remedy period to cure the breach. If the Provider successfully remedies the breach within the allotted thirty (30) days, the Agreement shall continue in full force and effect, and the breach shall no longer serve as a basis for termination.

Resolution and Continuation
If the breach is remedied to the satisfaction of the Terminating Party within the specified period, the Agreement shall remain in effect, and neither party shall have the right to terminate based on that breach.

(ii) Termination for Insolvency
Either party may terminate this Agreement immediately and without prior notice if the other party:

1. Becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors;
2. Makes a general assignment for the benefit of creditors; or
3. Ceases to conduct business in the ordinary course.

Termination under this provision shall not relieve the Breaching Party of any obligations incurred prior to the effective date of termination, including, but not limited to, any outstanding payment obligations under Section 4 of this Agreement.

6.3 Consequences of Termination

Upon the termination or expiration of this Agreement, regardless of the reason for termination, the following provisions shall apply:

(i) Return or Destruction of Confidential Information
Each party shall return or, at the written request of the Disclosing Party, securely destroy all Confidential Information belonging to the Disclosing Party that is in its possession or control. Written certification of compliance with this requirement shall be provided within thirty (30) days of termination.

(ii) Cessation of Use of Products and Services
The Client shall immediately cease all use of any products, services, software, hardware, or systems provided by the Provider under this Agreement. This includes, but is not limited to, uninstalling or deleting all copies of the Software or related products, hardware, or documentation, and ensuring that the Client’s employees, contractors, and agents do the same. The Client shall provide written certification of compliance with this obligation upon the Provider’s request.

(iii) Payment of Outstanding Amounts
Any fees, costs, or other sums owed by the Client to the Provider under this Agreement, up to and including the date of termination, shall become immediately due and payable in full.

(iv) Survival of Rights and Obligations
Termination of this Agreement shall not affect any rights, obligations, or liabilities of either party that accrued prior to the date of termination. The Provider retains the right to seek damages, indemnification, or other remedies for any breaches of this Agreement that occurred before the termination date.

(v) Post-Termination Indemnification
The Client shall indemnify, defend, and hold harmless the Provider, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, expenses, or penalties, including reasonable attorneys’ fees, arising from or related to:

1. The Client’s misuse of the Provider’s products, services, or systems prior to termination;
2. The Client’s failure to comply with any obligations under this Agreement, including obligations discovered or arising post-termination;
3. Any claims or liabilities asserted by third parties as a result of the Client’s use of the Provider’s products, services, or systems in violation of this Agreement.

This indemnification obligation shall survive the termination of this Agreement.

6.4 Survival of Provisions

Any provisions of this Agreement that by their nature should survive termination or expiration shall remain in effect. This includes, but is not limited to:

1. Confidentiality Obligations (Section 5);
2. Indemnification Obligations (Sections 4 and 6);
3. Limitations of Liability (Section 3.3); and
4. Any provisions related to dispute resolution, governing law, or other remedies available to the Provider.

6.5 Indemnification for Termination

In the event of termination due to a material breach by either party, the Breaching Party shall indemnify, defend, and hold harmless the Terminating Party from any and all losses, damages, liabilities, costs, claims, and expenses, including reasonable attorneys’ fees, arising directly or indirectly from the Breaching Party’s material breach of this Agreement that resulted in its termination.

The indemnification under this Section shall apply to all costs incurred in addressing and remedying the consequences of the breach, including but not limited to administrative costs, collection efforts, or litigation expenses.

7.0 General Provisions

7.1 Entire Agreement

This Agreement, including all related Exhibits, Order Forms, schedules, addendums, and amendments executed in accordance with the terms herein, constitutes the sole and entire agreement between HQE Systems, Inc. (“Provider”) and the Client with respect to the subject matter addressed herein. It supersedes all prior and contemporaneous understandings, agreements, representations, warranties, and communications, whether written or oral, relating to such subject matter.

No provision of this Agreement may be amended, modified, or supplemented except through a written document signed by both parties. Additionally, any waiver of a term or condition of this Agreement shall only be effective if it is explicitly set forth in a written document signed by the party waiving compliance.

7.2 Severability

If any term, clause, or provision of this Agreement is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination shall not affect or invalidate the remaining terms, clauses, or provisions of this Agreement.

In the event of such invalidity, illegality, or unenforceability, the parties shall negotiate in good faith to modify the affected term or provision so that the intent of the parties is preserved to the greatest extent possible and the Agreement can be enforced as originally contemplated.

The provisions of this Agreement shall remain enforceable in all jurisdictions where such invalidity, illegality, or unenforceability is not applicable.

7.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law or conflict of law principles, including any such principles that would result in the application of the laws of another jurisdiction.

The Client expressly agrees that the courts of the State of California shall have exclusive jurisdiction over any disputes or claims arising out of or related to this Agreement, unless otherwise stated in the dispute resolution provisions herein.

7.4 Dispute Resolution
Binding Arbitration & Waiver of Litigation: Any and all disputes, claims, or controversies arising from or related to this SLA, including but not limited to those concerning contract performance, termination, breach, negligence, misrepresentation, fraud, statutory violations, or any other legal theory, shall be resolved exclusively through final and binding arbitration administered by the Riverside County Courts in California, under the rules of the Federal Arbitration Act (9 U.S.C. §§ 1-16), which shall preempt any conflicting state laws. The arbitration shall be conducted before a single arbitrator, and the arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. The parties expressly waive any right to bring disputes in a court of law, including but not limited to any claim challenging the enforceability of this arbitration clause. No party shall have the right to seek emergency injunctive relief or any provisional remedy in court, as all such requests must be submitted to the arbitrator. The prevailing party in arbitration shall be entitled to recover all reasonable attorneys’ fees, arbitration costs, and legal expenses incurred. By entering into this SLA, the Client knowingly and voluntarily waives all rights to a jury trial, class action, or collective proceeding, and agrees that disputes must be brought solely on an individual basis. Any and all disputes, claims, or controversies shall be resolved exclusively through final and binding arbitration. The parties waive any right to bring disputes in any court, including claims challenging the validity or enforceability of this arbitration provision. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and preempts any conflicting state laws. No emergency injunctive relief shall be sought in court; all claims must be submitted to arbitration. The prevailing party shall recover all attorneys’ fees and legal costs.

Costs of Arbitration
The party found to be at fault shall bear all arbitration costs, including filing fees, administrative fees, arbitrator fees, and reasonable attorneys’ fees incurred by the non-fault party. If fault cannot be reasonably apportioned, each party shall bear its own costs and fees.

Waivers
The parties expressly waive:

1. Any right to a trial by jury; and
2. Any right to bring, participate in, or recover under a class, collective, or representative action in connection with any Dispute, whether in arbitration or otherwise.

This Section 7.4 shall survive termination or expiration of this Agreement and shall bind the parties’ successors and assigns.

7.5 Notices

All notices, requests, consents, claims, demands, waivers, and other communications related to this Agreement must be made in writing and delivered via one of the following methods:

1. Hand Delivery – Effective upon written confirmation of receipt;
2. Overnight Courier – Effective upon receipt by the addressee, with proof of delivery;
3. Email – Effective upon confirmation of transmission, provided the communication is sent during normal business hours of the recipient, or on the next business day if sent after normal business hours;
4. Certified or Registered Mail – Effective on the third business day following the date of mailing, provided it is sent with return receipt requested and postage prepaid.

Notices must be sent to the addresses or email addresses provided in the applicable Order Form or Agreement unless otherwise updated in writing by the receiving party.

7.6 Waiver

The Client waives all claims against HQE arising from performance issues, data loss, downtime, or product malfunctions.

No waiver of any term or condition of this Agreement shall be valid or binding unless explicitly set forth in a written document signed by the party waiving compliance.

A waiver by any party of any breach or default shall not constitute a waiver of any subsequent or similar breach or default. Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement.

The act of utilizing any products, services, or systems provided by HQE Systems, Inc., constitutes the Client’s full and unconditional acceptance of the terms and conditions set forth in this Service Level Agreement (“SLA”).

END