1. Payments. In consideration of the Services provided by M2M to Company under the terms and conditions contained herein, Company will pay fees to M2M in accordance with the appropriate Quotation. Any applicable fees shall be paid in advance starting with the month within which hardware is shipped or services commence whichever occurs first. Except as otherwise provided above, all payments shall be due thirty (30) days after receipt of invoice. Invoices unpaid by Company by the date the payment is due to M2M shall be subject to one and one half percent (1.5%) rate of interest per month which shall be added to the fees due and owing M2M.
The fees do not include any federal, state, local or foreign sales, expense, or other taxes incurred by M2M as the result of the transactions contemplated herein except for U.S. federal and state taxes based on M2M’s net income. Unless M2M is provided with a valid tax exemption certificate, Company shall pay or promptly reimburse M2M for all federal, state, local, foreign or other taxes of any kind whatsoever, exclusive only of U.S. federal and state taxes based on M2M’s net income, whether such taxes are presently or hereafter imposed in relation to Products or Services.
Changes to any component of the Services provided by M2M including associated hardware configurations shall be approved in writing by Company before such changes are made and may be subject to additional fees.
2. M2M Responsibilities. M2M agrees to provide the Products and Services described in the Quotation for Company's use in the manner described in the Quotation, and subject to the provisions contained herein with respect to protection of information and materials and ownership of the Products and Services.
3. M2M will use commercially reasonable efforts to fix an error or malfunction of Services hardware or software; provided that if Company notifies M2M of an error or malfunction which, after investigation by M2M and Company, is determined to have been caused by malfunction of equipment not supplied by M2M as part of Services, or by an enhancement not made by M2M, or enhancements made by Company that are not in accordance with documentation supplied by M2M, or by incorrect data or procedures used by Company, then M2M may charge Company at M2M’s rates then in effect, for all work rendered and costs incurred by M2M in investigating or remedying such error or malfunction, and Company shall promptly pay such charges after receipt of an invoice therefore.
4. All notices of error or malfunctions shall be in writing and provide details sufficient to diagnose or reproduce said failure. Any modification or attempted modification of the Services by Company not in accordance with documentation supplied by M2M, or any failure by Company to implement recommended patches supplied by M2M shall void the obligations of M2M under this Section unless Company has obtained prior written authorization from M2M permitting such modification, attempted modifications or failure to implement.
5. M2M will provide Company for a term of 36 months (unless stated otherwise in the Quotation) from the date of Company’s approval or acceptance of the Quotation all enhancements, improvements, and updates to the Services that M2M generally provides or offers to provide to its other clients who are contracting for M2M Services in a manner similar to that described in the Quotation.
6. Company Responsibilities. Company agrees to provide all equipment, systems, and other items that are described as Company’s responsibility in the Quotation, and to allow M2M sufficient direct on-site and remote access to Company locations and facilities in order to perform its obligations hereunder. Further, Company shall take all actions reasonable and necessary to: (i) ensure proper operation of the Services as directed by M2M; and (ii) protect all equipment installed at the Company’s locations and used to provide Services hereunder from damage.
7. Limitation of Liability. Neither M2M nor any of its suppliers shall have any liability to Company or any third party for any special, punitive, incidental, consequential, or other indirect damages (including loss of profits, data, or use), regardless of M2M being apprised of the possibility thereof, including, without limitation, damages based on strict liability, tort (including negligence) or warranty, or otherwise arising out of or in connection with this Agreement or any breach hereof. Moreover, the parties to this agreement acknowledge the difficulties in determining the extent of any actual damages incurred by the Company due to a breach of this Agreement by M2M and stipulate that in the event of any breach of this Agreement by M2M, the Company’s sole and exclusive remedy in addition to termination as provided below shall be the right to recover as liquidated damages in lieu of all other damages an amount equal to all amounts paid by the Company to M2M for those Services and Products which were provided in breach of this Agreement during the three calendar months next preceding the month in which the Company notifies M2M of the breach; provided, however, that in the event the breach is cured by M2M within the curative period provided in Section 8, below, no such damages shall be due. Nothing in this paragraph shall reduce the amount of credit to which the Company may be entitled under Section 13, below; and, in the event M2M’s breach consists of a failure to provide Products and Services for which M2M has received payment from the Company, the parties agree that the Company shall be entitled as its sole and exclusive remedy, in addition to termination as herein provided, to receive a refund of all amounts so paid. The parties stipulate that the limitation or damages herein is reasonable under the circumstances and the Company has accepted this limitation of liability for the Services provided hereunder and understands that the price of the Services would be higher if M2M were requested to bear additional liability for damages.
8. Intellectual Property, Non-disclosure and Confidentiality. All intellectual property of M2M and its suppliers embodied in the Products and Services and associated therewith, are, and shall at all times remain, the property of M2M and its suppliers, and Company shall have no right, title, or interest therein, except as expressly set forth the Quotation. Company further acknowledges that the Products and Services contain proprietary and confidential information of M2M (whether or not any portion thereof may be validly copyrighted or patented). Company agrees to keep the Products and Services strictly confidential and will use all reasonable care and take all necessary steps to ensure that no unauthorized persons shall have access to the Services, and Company will take appropriate action, by instruction, Agreement or otherwise, with any persons permitted access to the Products and Services, including representatives and end-users of the Company, to restrict the disclosure, duplication or reproduction of the Products and Services so as to enable Company to satisfy its obligations hereunder. Company agrees neither Company, nor its end-users, may reverse compile, disassemble, or otherwise attempt to obtain the source code, components, or proprietary design for Products and Services except through M2M. The Company acknowledges that the unauthorized disclosure or use of M2M’s intellectual property may cause M2M irreparable injury for which there may be no adequate remedy at law and agrees that M2M shall be entitled to injunctive and other equitable relief to enforce the provisions of this paragraph in addition to such remedies as may be available at law for actual, consequential or punitive damages.
Company agrees that any enhancement to the Products and Services developed by M2M, whether or not developed in conjunction with Company's employees or agents, shall be the exclusive property of M2M. Company further agrees that enhanced versions of the Products and Services do not constitute a program different from the Products and Services, and as such, fall under the terms and conditions herein.
To the extent the parties hereto have executed a nondisclosure, confidentiality, or similar Agreement that imposes greater or more restrictive obligations of confidentiality or nondisclosure on Company, the terms of such Agreement shall be in addition to the terms of this Section 8.
9. Termination
Termination for Convenience. The Company may terminate this Agreement at any time upon 30 days written notice. No refunds will be granted.
Termination for M2M Breach. This Agreement may be terminated by Company upon sixty (60) days written notice to M2M of a material breach of Agreement by M2M, if M2M fails to correct or cure said material breach to Company’s reasonable satisfaction prior to the expiration of said sixty (60) day period.
Termination for Company Breach. Upon condition that any monies payable by Company to M2M shall not be affected by termination, M2M may terminate this Agreement upon sixty (60) days prior written notice to Company in the event of Company's insolvency, nonpayment, or breach of Agreement, if Company fails to correct or cure said condition prior to the expiration of said sixty (60) day period. Upon termination by M2M for an uncured Company breach M2M may: (i) declare the entire amount hereunder immediately due; (ii) remotely disable the Services, and Company hereby waives any right of action for lost data or damages from such disabling; and (iii) pursue any other remedy available at law or in equity in addition to the foregoing.
Termination Effects. The right of either party to terminate this Agreement shall not be affected in any way by its waiver of or failure to take action with respect to any previous default. Upon termination of this Agreement, the licenses granted herein shall terminate and Company shall immediately return any Services documentation and any copies thereof to M2M and shall delete any copies of Services software contained in Company's computer systems and shall certify (or deliver a certification by a duly authorized officer of Company stating to M2M) that it no longer has any rights to use the Services and that the original and all copies of the Services software have been returned to M2M or destroyed.
10. IP/Internet Service Provisions
Subject to Availability. Any and all Internet or Internet-based services (“IP Services”) furnished by M2M are subject to the availability thereof on commercially reasonable terms as determined in M2M on a continuing basis, and are limited to the capacity of M2M to provide the IP Services as well as the capacity which M2M may obtain from carriers to furnish the IP Services from time to time.
IP Addresses. Any IP addresses provided by M2M shall remain, at all times, the property of M2M and shall be nontransferable, and Company shall have no right to use such IP addresses upon termination or expiration of this Agreement. Any change requested by Company to the M2M allocated addresses must be agreed to by the Parties. Company understands that the IP Services provided under this Agreement (including Internet use) may require registrations and related administrative reports that are public in nature.
Compliance. Company warrants that the use of the IP Services, of the content and of all matters related thereto by Company and its end users will at all times comply with all applicable laws, regulations and written and electronic instructions for use. Company agrees that it and its end users will not use the IP Services to interfere with, harm or disrupt other network users, network services or network equipment. M2M reserves the right to terminate or suspend the IP Services and/or remove Company or its end users’ content from the IP Services if M2M (i) determines, in its sole discretion, that M2M’s public image, reputation or goodwill will be adversely affected or that such use or content does not conform with the requirements set forth in this Agreement, or that M2M could be subject to liability; or (ii) receives notice from anyone that Company’s or Company’s end users’ use or content may violate any laws or regulations. M2M’s actions or inaction under this Section shall not constitute review or approval of Company’s or Company’s end users’ use or content.
11. End-User Service License. All IP Services provided to Company may also be made available by the Company to its end-users during the term of this Agreement without any additional charge payable to M2M; provided, however, that Company shall remain primarily liable to M2M for all such services and for the compliance of all of the terms of this agreement by the Company and its end-users; and, provided further, that any of the Company's end-users who may be granted the right to utilize IP Services hereunder shall agree in writing to be bound by all of the terms and conditions of this Agreement governing the provision of such services. All services provided hereunder other than IP Services shall be for the sole use and benefit of the Company, its parent, its subsidiaries and the subsidiaries of its parent and shall not be otherwise assignable without M2M's prior written consent which may be withheld in M2M's complete discretion.
12. Quality of Service. M2M will make the best efforts to provide quality and uninterrupted services, in accordance with the service levels and guarantees described in 15.
13. General Provisions:
Arbitration. Any claim, controversy or other dispute arising out of or in connection with this Agreement, including, without limitation, all contract, tort or other claims, that cannot be otherwise resolved shall be resolved by binding arbitration. Unless otherwise agreed, the arbitration shall be conducted by a panel of three arbitrators pursuant to the then current rules of The American Arbitration Association (“AAA”). If there is any inconsistency between this Section and the then current rules of the AAA, the terms of this Section will control the rights and obligations of the Parties. The hearing(s) will be conducted in Denver, Colorado or in such other place as may be mutually agreed by the parties, and commence within one hundred twenty (120) days after the selection of the arbitrators but after each side has been given a reasonable time to conduct such discovery as may be permitted by the arbitrators. The arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible and shall render a final award in accordance with the choice of law set forth in this Agreement. Except as provided in the Federal Arbitration Act, the decision of the arbitrators shall be binding on and non- appealable by the parties. Each party agrees that any arbitration award against it may be enforced in any court of competent jurisdiction and that either party may authorize any such court to enter judgment on the arbitrators’ decision.
Beneficiaries. Company is responsible for ensuring its end-users comply with all of the terms and conditions of this Agreement.
Modifications. This Agreement may not be modified except in writing and signed by authorized representatives of M2M and Company.
Assignment. M2M may assign, sell, lease, or otherwise transfer this Agreement, payments payable hereunder, or any rights granted hereunder, in whole or in part, and/or grant a security interest in the Services or this Agreement. Company agrees to assist M2M in facilitating such assignment and granting of a security interest if so requested. Company may assign, sublet, sell, or transfer this Agreement only with the prior written consent of M2M, which consent may be withheld in M2M’s sole discretion. Subject to the foregoing, this Agreement shall insure to the benefit of and be binding upon the permitted assigns and successors-in-interest of the parties hereto.
Non-Waiver. The waiver of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for Company nonpayment or breach of M2M's proprietary rights, no action may be brought by either party more than one year after the breach giving rise to the cause of action first occurs.
Notices. All notices or other communications under this Agreement will be in writing (electronic inclusive) and to the attention of notice designees provided the Quotation. All materials and communications exchanged will be deemed delivered for all purposes on the date sent and confirmed, if via facsimile/email, or date delivered, if by courier or certified mail.
Indemnification. To the extent permitted by law, Company shall indemnify, defend, protect and hold M2M its officers, agents, directors, agents and employees (“Indemnitees”) harmless from and against any and all claims, liabilities, losses, costs, damages, expenses, including consultants' and attorneys' fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to the Services.
Governance; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. If any provision of this Agreement shall be unlawful, void, or for any reason, unenforceable, it shall be deemed separable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this Agreement, which shall remain valid and enforceable according to its terms.
Remedies. The Company's remedies in this Agreement are exclusive.
Non-Venture. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employment relationship, franchise relationship or taxable entity between the parties, nor shall either party have the right, power or authority to create any obligations or duty, express or implied, on behalf of the other party hereto, it being understood that the parties are independent contractors vis-a-vis one another.
Force Majeure. M2M shall not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of the Services, resulting directly or indirectly from acts of God, acts of civil or military authority, civil disturbance, war, strikes or other labor disputes and disturbances, fire, transportation contingencies, “unavailability or delays in obtaining third party telecommunications, satellite or internet services, power failure” shortages of facilities, fuel, energy, labor or materials, or laws, regulations, acts or order of any government agency or official thereof, other catastrophes, freight embargoes, electrical wiring problems, failure of third party software, computer viruses, or voltage/amperage spikes, brown-outs and surges, or any other circumstances beyond M2M's reasonable control. In the event of any such delay or failure, the parties shall defer performance of the Services to a date and time mutually agreeable.
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.
| Service Site Availability |
Credit Percentage |
| 99.7 to 100% |
0% |
| 98% to 99.6% |
10% |
| 95% to 97.9% |
25% |
| 90% to 94.9% |
50% |
| 89.9% or below |
100% |
14. Service Levels. This Section applies if Company has ordered Services and Company’s account is current (i.e., not past due) with M2M.
As used herein, the term "Services Site Availability" means the percentage of a particular month (based on 24-hour days for the number of days in the subject month) that the content of Company's M2M Services site is available for access by Company via HTTP and HTTPS, as measured by M2M.
Service Level Goal. M2M's goal is to achieve 100% Services Site Availability. Subject to condition stipulated under Exceptions, if the Services Site Availability of Company's M2M Services site is less than 100%, M2M will issue a credit to Company in accordance with the following schedule, with the credit being calculated on the basis of the monthly service charge for the affected Services:
Exceptions. Customer shall not receive any credits under this Section in connection with any failure or deficiency of Services Site Availability caused by or associated with
(a) An event of force majeure as described above;
(b) Failure of access circuits to the M2M Network, unless such failure is caused solely by M2M;
(c) Scheduled maintenance and emergency maintenance and upgrades;
(d) DNS issues outside the direct control of M2M;
(e) False SLA breaches reported as a result of outages or errors of any M2M measurement system;
(f) Company's acts or omissions (or acts or omissions of others engaged or authorized by Company), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, etc), any negligence, willful misconduct, or use of the Services in breach of M2M's Terms and Conditions and Acceptable Use Policy;
(g) E-mail or web-mail delivery and transmission;
(h) DNS (Domain Name Server) Propagation; or
(i) Outages elsewhere on the Internet that hinder access to Services Site account.
M2M is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it. M2M will guarantee only those areas considered under the control of M2M: M2M field devices, M2M server links to the Internet, M2M's routers, and M2M's servers.
Credit Request and Payment Procedures. In order to receive a credit, Company must make a request by email to the M2M Contact designated in the Quotation, or to such other address as may be designated by M2M from time to time. Each request in connection with this Section 14 must include Company's account number (per M2M's invoice) and the dates and times of the unavailability of Company's iServices Site and must be received by M2M within ten (10) business days after Company's Service Site was not available. If the unavailability is confirmed by M2M, credits will be applied within two billing cycles after M2M's receipt of Company's credit request.
Notwithstanding anything to the contrary herein, the total amount credited to Company in a particular month under this Section 14 shall not exceed the total hosting fee paid by Company for such month for the affected Services. Credits are exclusive of any applicable taxes charged to Company or collected by M2M and are Company's sole and exclusive remedy with respect to any failure or deficiency in the iSCADA Site Availability of Company's iSCADA site.
15. FIELD HARDWARE – Hardware delivery is F.O.B. manufacturer’s plant and Company shall pay all shipping costs from that point. Responsibility of M2M shall cease and Company assumes all risk of loss or damage upon M2M’s delivery to and receipt by a common carrier.
All estimated shipping or delivery dates are computed from receipt at the factory of all details pertaining to the order essential to its proper execution. Shipping or delivery dates are approximate only and may be changed by M2M at its sole option. M2M will make reasonable efforts to meet the delivery dates quoted, however, M2M shall not be held responsible or liable for any loss or detention or delay caused by fire, strike, civil or military authority or by insurrection or riot, or by any other cause which is unavoidable or beyond its reasonable control. Upon the occurrence of any of the foregoing events, M2M shall have the right, at its sole option, to cancel Company’s order without liability.
If more than one delivery is made, each will be deemed a separate transaction and will be invoiced separately. Neither failure of, nor delay in any delivery, nor shortage in quantity or other defect in any delivery, shall in any affect the obligations of Company and M2M as to any other delivery.
The Company agrees to accept delivery of any part or all of the material upon notice of readiness for shipment from M2M. In case of Company’s refusal or inability to accept any delivery covered by the order or contract or Company’s failure to furnish M2M with shipping instructions, the Company shall be held liable for freight, express, storage, extra cost of handling and other expenses that may be incurred thereby. Such liability of the Company is in addition to and shall in no way alter, the terms of payment of M2M’s invoice for the material offered for delivery and invoice will be rendered and payment made as if delivery has been consummated.
16. TITLE TO HARDWARE - Ownership, title and right of possession to each shipment made hereunder shall remain with M2M until the hardware are paid for in full. The foregoing reservation of ownership, title and right of possession is applicable irrespective of how the purchase of the hardware were quoted (i.e., FOB, FAS or CIF, etc.) shipped, or consigned, and irrespective of the time, place, method or currency of payment. Company shall, on demand of M2M, execute and deliver to M2M such instruments as M2M may deem necessary to protect its interests in such title in accordance with the laws of the State in which such chattels may be shipped or at any time located.
17. LIMITED WARRANTY - Hardware provided by M2M is warranted to be free of defects in material and workmanship under normal use and service for a period of twenty-four (24) months from date of shipment. Products, parts and components produced by outside vendors are warranted to the extent of the original manufacturers’ warranty or that of M2M produced products, whichever comes sooner.
This warranty shall not apply to any product that has been:
(a) repaired, worked on, modified or altered by persons unauthorized and/or not dispatched by M2M, at M2M’s sole discretion, in such a manner as to injure, in M2M’s sole judgment, the performance, stability, reliability or safety of the product;
(b) subjected to misuse, negligence, accident, fires, force of the elements or environmental disasters; or
(c) connected, installed, adjusted or used otherwise than in accordance with the instructions furnished by M2M.
Product warranty, as stated herein, will be made void if instrument malfunction indicators are not appropriately responded to.
Repairs, replacement of parts and servicing covered by warranty will be performed at M2M’s factory, or at such other locations as M2M may designate, transportation prepaid. M2M obligations under this warranty do not include the cost of furnishing any labor in connection with the removal or installation of repaired or replaced equipment or parts thereof, nor does it include the cost of transportation. In the event the customer requires field repair of such equipment, M2M shall provide qualified personnel to affect such repair at no charge for on-site labor during standard working hours; however, customer shall pay travel and living expenses at cost and travel time, premium labor differential, and layover charges; if any, according to the then published rates in effect. If the performance of warranty services at M2M factory, or other M2M designated location, reveals that the repairs are either unnecessary or were occasioned by customer’s misuse, improper storage, abnormal operating conditions or customer modification not authorized by M2M, the service call will be subjected to M2M’s normal out-of-warranty service call rate, transportation and expenses.
The following items are specifically excluded from this warranty; data and power cables, and consumables. Check with factory for further clarification and exclusions.
The foregoing “limited warranty” states our entire liability for any claim of damages whatever arising out of the supplying of equipment, or its use, and is made by M2M and accepted by purchaser IN LIEU OF ALL OTHER WARRANTEES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANIABILITY AND FITNESS FOR PARTICULAR PURPOSE, M2M IS NOT LIABLE FOR PROPERTY, INCIDENTAL, OR CONSEQUENTIAL DAMAGE RESULTING FROM THE MANUFACTURE, PACKAGING, DELIVERY, STORAGE, OR USE OF THE PRODUCTS OR FOR INJURY FROM ITS USE. ANTICIPATED OR LOST OF PROFITS, OR FOR ANY OTHER CAUSE.
If this product was purchased directly from M2M, or through an authorized reseller or distributor of M2M, then and only then does this warranty apply.
18. REJECTION - Company shall inspect the equipment immediately upon its receipt and shall within five (5) days of receipt give written notice to M2M of any claims or shortages that the equipment does not conform with the terms of the contract if the Company fails to give such notice, the equipment shall be deemed accepted and to conform with the terms of the contract and the Company shall be bound to pay for the equipment in accordance with Paragraph 2. Return of hardware, defective or otherwise, will not be accepted by M2M unless they are shipped FOB destination, freight prepaid, and with prior written authorization by M2M. When return of nonconforming hardware has been accepted, conforming shipment may be made without further liability on M2M’s part. Company will be liable to restocking charges of not less than 15% of the order value in the event equipment is returned to M2M which is not defective and is in accordance with the terms of the contract. M2M’s LIABILITY FOR EQUIPMENT OR PARTS THEREOF NOT CONFORMING TO SPECIFICATIONS SHALL BE LIMITED TO THE SALES PRICE THEREOF, AND M2M SHALL NOT BE LIABLE FOR ANY EXPENSE OR DAMAGE TO COMPANY, INCLUDING WITHOUT LIMITATION ANY ANTICIPATED OR LOST PROFITS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE CONDITION OR USE THEREOF.
19. MODIFICATION CONTROLLING TERMS OF CONTRACT - All purchase orders are accepted on the basis of the terms and conditions appearing herein and as part of the written quotation. Where the terms of Company’s purchase order or offer vary from the terms of this acceptance, M2M’s terms and conditions shall control. Where Company has submitted a purchase order in response to M2M’s standard quotation form, Company shall be deemed, notwithstanding anything to the contrary stated in its purchase order form to have assented to M2M’s terms and conditions. Any modification of these terms and conditions must be expressly agreed to in writing and signed by an authorized representative of M2M in Englewood, Colorado.
20. PATENTS - M2M assumes no responsibility, unless agreed upon in writing, for any claim for infringement of any patent, trademark or copyright. Company shall indemnity M2M against liability for patent infringement in case of hardware manufactured specifications supplied by Company.
21. ACCEPTANCE AND PRICE CHANGES – M2M Quotation, if submitted by a sales agent, representative or distributor, is subject to acceptance by M2M at its general office at Englewood, Colorado. This Quotation expires within forty-five (45) days from date thereon. Thereafter, unless the Quotation is reconfirmed for another period, M2M, at its sole discretion, has the right to change the price or any other particulars stated in the Quotation upon due notice to the Company.
22. COPYRIGHTED MATERIAL - Unless otherwise specified, M2M’s copyrighted material (software and printed documentation) may not be copied.
23. INSTALLATION AND SITE PREPARATION - Installation services are not included in the purchase price of the equipment sold hereunder unless expressly so stated on the face of M2M’s quotation. For equipment requiring installation by M2M’s service personnel, it is the responsibility of the Company to prepare the site environmentally and provide the required services (i.e., power, water, drain, air, bottled gases, permits, safe access, licenses, approvals, etc.) as well as what is required to uncrate and move the equipment to its location. Failure to do so will result in a service charge by M2M to cover the lost time of its service personnel. Because M2M’s service personnel may be required to enter upon Company’s premises for the purpose of providing service to the equipment sold hereunder, Company hereby undertakes to maintain its premises in a safe condition and to comply with all applicable, laws, statutes and regulations governing workplace, health and safety. M2M’s sales and service personnel are not authorized to enter into any indemnity or hold harmless agreements on behalf of M2M, M2M will not, in any event, indemnify, defend or hold Company harmless from any liability that it may incur to M2M’s sales and service personnel.
24. EXCLUSIONS – The following are excluded from M2M’s supply unless stated otherwise in M2M’s Quotation:
Bond costs
License fees or permits of any kind
Spare parts
Additional wire or conduit required for installation
Excavation and backfill
Concrete work
HVAC equipment and controls
Process equipment and motors
Grounding of equipment including associated ground rods and conductors
Antenna towers, poles and masts
Computers and PDAs
