Operational Supplemental Terms and Conditions

The following Operational Supplemental Terms and Conditions are incorporated into each Equipment and Services Agreement executed by Video Guidance, Inc. (“Provider” or “Video Guidance”) and the customer identified in the Equipment and Services Agreement (“Customer”)

1) Confidentiality Policy

Except as may be required by applicable law or regulation, each party agrees to keep the Service Agreement the other party’s Confidential Information, as defined below, strictly confidential, and not to appropriate the other party’s Confidential Information for its own use or disclose the other party’s Confidential Information to anyone other than its employees on a need-to-know basis, and only then if such persons agree to maintain its confidentiality. Upon termination of this Agreement, each party will return to the other party all of the other party’s Confidential Information which it has in its possession, including all copies, reproductions and excerpts. “Confidential Information” means information not generally known to outside persons, which is proprietary to the party, including trade secret information about processes, methods, products, systems, pricing, technology, prototypes, plans, drawings, designs, configurations, models, samples, blue prints, know-how, business plans, financing, agents, suppliers and customers responded, that “Confidential Information” shall not include information (a) which at the time of disclosure by Customer is publicly available, or later becomes publicly available through no act or omission of Customer. All such information about a party will be presumed to be Confidential Information, regardless of whether it is so marked or identified.

2) Insurance Requirements and Policies

Provider and all personnel who will provide any Services shall be covered by insurance and bonds obtained and paid for by Provider including the insurance under this section. Provider shall obtain, and thereafter maintain all insurance under this section, and any such additional insurance necessary to insure against Claims that may arise in connection with the performance of Services. Provider will obtain and maintain the following minimum insurance coverages and limits:

  1.   Commercial General Liability (including contractual and products completed operations liability and coverage for all of Company’s defense and indemnification obligations) — $1,000,000 per occurrence with an aggregate or excess liability coverage of $2,000,000;
  2.  Business Automobile Liability (including owned, hired and non-owned autos) — $1,000,000 per occurrence;
  3.   Workers’ Compensation (including employer’s liability coverage) — limits not less than required by applicable statute;
  4.   Technology/Professional Liability/Errors and Omissions — $500,000 per occurrence. Such insurance must also cover losses related to data security breaches, losses and violations of applicable data/privacy laws;
  5.    Employer Employment Practices Liability Insurance — $500,000 per occurrence.

3) Travel Policy

As set forth in each Equipment and Services Agreement Schedule, Quote or SOW , Customer shall reimburse Provider for reasonable expenses of travel, lodging, daily meals and other necessary and reasonable expenses incurred by Provider in the performance of the Services, provided that: (i) such expenses are supported by original receipts and other supporting documentation; and (ii) such expenses are estimated in the Schedule, Quote or SOW or Provider obtains the prior, written authorization of Customer before incurring any such expenses.

4) Equipment and Software

Warranty on Equipment and Software. The warranty received by Customer on Equipment and all third party software sold by Provider to Customer shall be limited to any warranties provided directly to Customer by the manufacturer of such Equipment and software. Customer agrees to look solely to the applicable manufacturers for any warranty claims.

Equipment Title and Security Interest. Title and all risk of loss in Equipment shall pass to Customer on the date of arrival of destination from the manufacturer. Provider reserves, and Customer hereby grants to Provider, a purchase money security interest in Equipment and related software until payment in full for such Equipment and software is received from Customer. The Service Agreement, together with a copy of a Schedule executed with respect to the Equipment shall constitute a security agreement, and Provider may file a UCC financing statement with respect to such Equipment or take other actions deemed necessary by Provider in order to protect Provider’s security interest in the Equipment.

Equipment Deposit and Restocking. For proposals, SOWs, and Schedules that include Equipment and Professional Services, written acceptance of the proposal, SOW, or Schedule including any deposit as outlined in the proposal will be required prior to project commencement; the remainder will be due upon project completion. The proposal’s pricing excludes applicable tax and freight which will be invoiced accordingly. Provider reserves the right to make substitutions of equal or greater value due to delays in shipping, back order situations or to meet installation deadlines at no additional cost to the Customer. Prices on proposals, SOWs, and Schedules are valid for thirty (30) days after quote date. Return Policy: Equipment and products must be returned within 30 days of purchase date and in “new” condition. Each product will be subject to a 25% (of retail price) restocking fee.

5) Operations Procedures

The Customer shall operate all equipment and systems interconnected to Provider’s network in a manner consistent and compliant with the Performance Specifications shown below.

Ownership and Control of Facilities
The equipment and facilities used by Provider to provide the Services shall at all times remain the sole and exclusive property of Provider.

System Maintenance Policy
From time to time Provider may perform maintenance and/or upgrades to its systems and network which may affect performance and/or availability of the Services. Scheduled maintenance will be performed in a manner that minimizes any system interruption. If within the Provider’s control, all non-emergency Service interruptions should take place during non-peak operation hours (i.e. between 8 pm and 7 am). Provider shall perform this work with any required notices. Provider may perform any maintenance work that is not expected to be service-affecting at any other time in Provider’s discretion without notice to Customer.

Dispute Resolution Procedure
In the event of any claim, controversy or dispute between the parties under the Agreement, the parties shall first use reasonable efforts to resolve such dispute informally, pursuant to the procedures set forth below. The persons directly responsible for the administration of the Agreement shall first attempt to resolve any dispute. If such dispute is not resolved at the contract administration level within five (5) business days, the dispute shall be escalated to the management or officers of the parties having final authority to resolve such dispute. If the management or officers are unable to resolve the dispute within five (5) business days after escalation (or such longer period as mutually agreed in writing by the parties), then the informal dispute resolution process shall be deemed exhausted and either party may thereafter seek any remedies available to such party under applicable law and pursuant to the terms and conditions of the Agreement.

Helpdesk
Video Guidance Helpdesk will be staffed with experienced and certified engineers that will be available 7 days a week, 24 hours a day. Video Guidance’s Support Service Level Agreements (SLAs) are:

  1.    Help desk calls will be answered within 2 minutes, during normal business hours.
  2.    Help desk portal and email responses will be answered within 30 minutes
  3.   Help desk is available 7 days a week, 24 hours a day and 365 days a year.
  4.   Help desk is staffed from 8:00 AM CST to 5:00 PM CST
  5.    After hours and weekends calls are routed directly to an on-call technician.
  6.    During business hours, if a technician is not available to answer your question, your information will be taken and a technician will return your call within one hour.
  7.    If a Video Guidance technician can’t resolve the problem it will be escalated to Cisco, Polycom, Lifesize or applicable vendor’s Technical Support.
  8.    Videoconferencing codec equipment replacements will be shipped out by 4:00 PM CST and will arrive at Customer location within 24hours.
  9.    Customer will be notified of all software upgrades on a monthly basis. Software upgrades are available to Customer within five business days of manufacturer’s release date.
  10.    Failure of Video Guidance to meet Helpdesk SLAs, will result in a free one-month extension of the Services Agreement.
  11.    Service Agreement renewal notices are sent out approximately 30 days prior to the Service Agreement expiration date. A re-certification fee up to $1,400 per system (end device or infrastructure appliance) will apply if ONE CALL service coverage lapses 90 days or more.

Trouble Reporting
Video Guidance trouble ticket management system and Helpdesk are available 24 hours a day and 365 days a year to assist Customers with managing trouble tickets. In the event of a Customer-initiated trouble report or service interruption, the Customer shall contact Provider via Support call-in number or via the trouble ticketing portal. The following information will be exchanged at the time of notification by Provider or in the event of a Customer-initiated trouble report

  1.   The name and telephone number of the person who is reporting the trouble event.
  2.   The date and time of the trouble report.
  3.   System identification numbers.
  4.   The specifics relating to the trouble.

A Video Guidance customer service agent will be assigned to the ticket within the ticketing system and will track the issue until it is closed. Provider will maintain communication with the Customer throughout the status of the trouble resolution.

Escalation Procedures

Helpdesk calls are escalated in the following manner:

  1.    Calls are first routed to Video Guidance’s Level 1 Support. If the Customer service agent cannot resolve the issue within 3 hours, or does not have the technical expertise to assist the Customer, the call will then be transferred to a live agent within Video Guidance’s Level 2 Support group.
  2.   A Level 2 Support agent will then work with the Customer to resolve the issue within the next two business days. It may take one or two days to fix the issue when equipment requires replacement. If the Level 2 Support agent cannot resolve the issue, the manufacturer’s Level 2 Support Group will be contacted to provide assistance.
  3.    If the manufacturer’s technical support and engineering staff cannot provide a solution within 1 week, the Customer will be offered a suitable replacement or the option of waiting for a resolution from the manufacturer.

If it is determined at any time during the Escalation Procedure that the equipment is defective. Video Guidance will immediately ship out a suitable replacement to the Customer.