Service Level Agreement
Version 2025.C
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:
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 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:
1.4. 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:
This policy ensures equitable access to resources for all Clients while safeguarding the Provider’s ability to maintain consistent and high-quality service delivery.
2.1 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:
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:
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:
2.4 No Provider Liability for Data Issues
The Provider shall not be held liable for:
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:
The Client shall assume all responsibility for mitigating any consequences arising from unauthorized access to or misuse of Client Data.
Key Protective Provisions
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:
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:
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:
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:
Support Levels and Response Times
Support requests, if acknowledged by the Provider, may be classified into the following categories with approximate response guidelines:
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:
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.
4.1 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:
4.2 Invoicing and Payment Terms
The Client agrees to comply with the invoicing and payment terms outlined below, ensuring prompt and complete payments:
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:
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
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:
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:
5.2.2 Restricted Use and Disclosure
The Receiving Party shall:
5.3 Exceptions to Confidential Information
The obligations set forth in this Section shall not apply to information that:
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:
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:
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.
6.1 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:
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:
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:
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:
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.
7.1 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:
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:
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”).
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