IMPACT MSA Surveillance & Access Control Addendum

SURVEILLANCE & ACCESS CONTROL SYSTEMS ADDENDUM

(Cameras, Door Access, Badge Systems)

This Surveillance & Access Control Systems Addendum (“Addendum”) supplements the IMPACT Master Services Agreement (“MSA”) and governs services related to Surveillance Systems and Access Control Systems provided by IMPACT, including any white-labeled or third-party solutions.

This Addendum applies only to the extent such Surveillance Systems or Access Control Systems are expressly described in, and provided pursuant to, an executed Order. In the absence of an executed Order for Surveillance Systems or Access Control Systems, this Addendum shall have no force or effect.

1. DEFINITIONS

1.1 “Surveillance Systems” means video cameras, recorders (NVR/DVR), storage devices, video management software, and related components.

1.2 “Access Control Systems” means door controllers, readers, keypads, badge systems, biometric devices, locking hardware, access management software, and related components.

2. NO MONITORING / NO SECURITY GUARANTEE

Client acknowledges and agrees:

  • IMPACT does not provide live monitoring, guard services, or alarm response

  • Surveillance and Access Control Systems are deterrent and administrative tools only

  • IMPACT does not guarantee prevention of theft, misconduct, unauthorized access, or harm

IMPACT is not a security company, alarm company, or insurer.

3. CLIENT RESPONSIBILITY FOR LEGAL & REGULATORY COMPLIANCE

Client is solely responsible for compliance with all applicable laws, including but not limited to:

  • Video recording and notice requirements

  • Audio recording and consent laws

  • Workplace monitoring and labor laws

  • Privacy, data protection, and retention laws

  • Accessibility and building code requirements

IMPACT does not provide legal advice regarding surveillance or access control legality.

4. AUDIO RECORDING DISCLAIMER

Unless expressly agreed in writing:

  • IMPACT does not enable or configure audio recording

  • Any audio capture enabled by Client is at Client’s sole risk

  • Client shall defend, indemnify, and hold harmless IMPACT from any claims related to audio recording

5. DATA STORAGE, RETENTION & FOOTAGE MANAGEMENT

Client acknowledges:

  • Storage capacity is finite and subject to overwrite

  • Retention periods are not guaranteed unless expressly stated

  • Client is responsible for exporting, preserving, and securing footage or access logs for legal or investigative purposes

IMPACT is not responsible for loss of footage due to storage limits, overwrite cycles, or system conditions.

6. SYSTEM LIMITATIONS & DEPENDENCIES

Surveillance and Access Control Systems depend on:

  • Power availability

  • Network connectivity

  • Environmental conditions

  • Proper configuration and use

IMPACT is not responsible for failures caused by outages, misuse, tampering, environmental factors, or third-party components.

Cabling and Infrastructure Work. Cabling installation, replacement, or relocation performed in connection with Surveillance Systems or Access Control Systems is governed by the Cabling & Low-Voltage Addendum and shall require execution of a separate Order under that Addendum, except for Basic Cabling Work as defined in the Managed IT Services Addendum (limited to troubleshooting and repair of existing cabling).

7. ACCESS RIGHTS & CREDENTIAL MANAGEMENT

Client controls assignment of access credentials, permissions, and authorization levels.

IMPACT is not responsible for:

  • Credential sharing

  • Improper access assignments

  • Failure to revoke access for terminated individuals

8. NO LIFE-SAFETY OR EMERGENCY FUNCTION

Surveillance and Access Control Systems are not life-safety systems.

They do not:

  • Replace fire alarms

  • Replace emergency exits

  • Guarantee safe egress

  • Provide emergency notification or response

9. THIRD-PARTY HARDWARE & SOFTWARE

Systems may include third-party components subject to manufacturer or vendor terms.

IMPACT does not warrant uninterrupted operation of third-party hardware, firmware, or software.

10. SURVEILLANCE & ACCESS CONTROL-SPECIFIC INDEMNIFICATION

10.1 Additive Client Indemnification Obligations

In addition to the indemnification obligations set forth in MSA Section 16, and in addition to any indemnification obligations under any other Addendum, Client shall defend, indemnify, and hold harmless the IMPACT Indemnitees from and against any and all claims, demands, causes of action, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • alleged invasion of privacy, unlawful surveillance, or unlawful monitoring arising from Client's deployment, configuration, or use of Surveillance Systems or Access Control Systems;

  • audio recording, monitoring, or interception in violation of consent, wiretap, two-party-consent, workplace-monitoring, or other applicable laws;

  • Client's failure to satisfy video recording notice, signage, or other regulatory disclosure obligations;

  • improper access restriction, denial, or grant, including failure to revoke access for terminated or reassigned personnel;

  • use or misuse of footage, recordings, logs, or access data by Client, including in employment, disciplinary, termination, litigation, or regulatory contexts;

  • Client's reliance on Surveillance Systems or Access Control Systems for life-safety, emergency, or security outcomes despite the disclaimers set forth in Section 8;

  • claims by Client's users, employees, customers, or other third parties arising from Client's use, configuration, or operation of Surveillance Systems or Access Control Systems;

  • Client's regulatory non-compliance related to surveillance, privacy, biometric data, or data retention.

This indemnification obligation shall apply regardless of whether such claims arise from alleged negligence, except to the extent caused by IMPACT's gross negligence or willful misconduct.

10.2 Coordination with MSA

The indemnification obligations set forth in this Section 10 are additive to, and do not replace, the indemnification obligations set forth in MSA Section 16 and any other applicable Addendum. The procedural requirements, indemnity allocations, subrogation provisions, insurance coordination, and limitation-of-liability coordination set forth in MSA Sections 15 and 16 apply to the indemnification obligations set forth in this Addendum.

11. SURVEILLANCE & ACCESS CONTROL-SPECIFIC LIABILITY ALLOCATIONS

11.1 Additional No-Liability Categories

In addition to the no-liability categories set forth in MSA Section 15.9 and any other applicable Addendum, and subject to the uncapped liability carve-outs set forth in MSA Section 15.2(c), IMPACT shall have no liability for claims, damages, or losses arising from or related to:

  • failure of Surveillance Systems or Access Control Systems to detect, record, capture, prevent, deter, or document any event, incident, intrusion, theft, misconduct, unauthorized access, or harm;

  • loss of footage, recordings, logs, or access data due to storage capacity limits, overwrite cycles, system maintenance, vendor practices, or other operational conditions;

  • system unavailability, performance degradation, or recording gaps caused by power outages, network outages, environmental conditions, or third-party component failures;

  • credential sharing, improper access assignments, failure to revoke access for terminated personnel, or other credential management decisions made by Client;

  • audio recording or capture activities, regardless of whether enabled by IMPACT or Client, including without limitation violations of consent laws, two-party-consent jurisdictions, workplace monitoring laws, or privacy laws;

  • use of footage, recordings, logs, or access data in employment, disciplinary, termination, litigation, regulatory, or other operational contexts;

  • failure to comply with video recording notice requirements, signage requirements, or other regulatory disclosure obligations applicable to Client;

  • life-safety or emergency outcomes where Client relied on Surveillance Systems or Access Control Systems despite the disclaimers set forth in Section 8;

  • third-party hardware, firmware, software, or vendor-platform failures;

  • tampering, vandalism, or sabotage by users, employees, or third parties;

  • failure of Surveillance Systems or Access Control Systems following installation due to environmental factors, structural changes, or modifications by Client or third parties;

  • business interruption, lost revenue, or damages caused by system outages, recording gaps, or access denial.

11.2 Coordination with MSA

All Surveillance and Access Control Services are subject to the limitation of liability provisions of MSA Section 15, including the Default Cap, Super-Cap, and uncapped categories set forth in MSA Section 15.2. The no-liability categories set forth in this Section 11 are additive to, and do not replace, those provisions, and the Default Cap, Super-Cap, and uncapped categories set forth in MSA Section 15.2 apply to all claims subject to this Addendum.

11.3 Allocation of Risk

Client expressly acknowledges and agrees that:

  • the fees charged by IMPACT for Surveillance and Access Control Services reflect the limited and defined scope of Services purchased and the allocation of risk set forth in this Addendum and the MSA;

  • potential damages arising from system failures, recording gaps, or access events may significantly exceed the fees paid, and the limitations of liability set forth herein represent a deliberate, negotiated allocation of risk between the Parties;

  • Surveillance Systems and Access Control Systems are deterrent and administrative tools only and are not a substitute for insurance, guard services, alarm monitoring, or life-safety systems;

  • the allocation of risk set forth in this Addendum and the MSA is a material inducement for IMPACT to provide Surveillance and Access Control Services.

12. SURVEILLANCE & ACCESS CONTROL-SPECIFIC PROJECT TRIGGERS

12.1 Conditions That Trigger Project Work

In addition to the Project examples and authorization mechanics set forth in MSA Section 9, the following conditions shall trigger Project work pursuant to MSA Section 9 and a separate SOW or Order:

  • initial system design, installation, and configuration of Surveillance Systems or Access Control Systems;

  • major system expansions, additions of cameras, controllers, or readers, or coverage area increases;

  • camera, recorder, controller, reader, or related component replacement Projects;

  • migration from one Surveillance or Access Control platform to another;

  • storage capacity expansions or NVR/DVR upgrades;

  • integration with new systems, including identity management systems, intrusion alarm systems, building automation systems, fire alarm systems, or business systems;

  • significant restructuring of access policies, schedules, zones, or permission frameworks;

  • cabling, mounting, or infrastructure work performed in connection with system installation or expansion (which may also trigger the Cabling & Low-Voltage Addendum);

  • work necessitated by manufacturer end-of-life, end-of-support, or platform discontinuation events;

  • relocation of cameras, controllers, or system components.

12.2 No Implied Project Authorization

The conditions set forth in Section 12.1 identify when Project work may be required; they do not constitute authorization to perform Project work. Project work shall be authorized only pursuant to MSA Section 9.2.

12.3 Coordination with MSA

The Project triggers set forth in this Section 12 are additive to, and do not replace, the Projects framework set forth in MSA Section 9. All Project authorization, scope control, billing, and termination provisions of MSA Section 9 apply to Projects performed under this Addendum.

13. GOVERNING TERMS

In the event of a conflict between this Addendum and the MSA, this Addendum shall govern solely with respect to Surveillance & Access Control Services, in accordance with the order of precedence set forth in MSA Section 2.5.

14. SERVICE LEVEL TARGETS

Service Level Targets applicable to the Services governed by this Addendum are set forth in Schedule B Section 5, in the version in effect as of the Order Effective Date. Service Level Targets are internal operational performance objectives only. They are not service level agreements, are not guarantees, and carry no service credit, refund, fee reduction, damages, or termination right. Client's sole recourse for a missed Service Level Target is the escalation procedure set forth in Schedule B.

The targets set forth in Schedule B Section 5 are defaults and may be modified by an applicable Order. They apply only to Services and to systems and components expressly included in an executed Order, and only where Client maintains required power, network connectivity, environmental conditions, and physical security. They are subject to the no-monitoring and no-security-guarantee provisions of Section 2, the data storage and retention limitations of Section 5, the no-life-safety and no-emergency-function provisions of Section 8, and the third-party hardware and software dependencies of Section 9. No Service Level Target constitutes live monitoring, guard services, or alarm response.

Twenty-four hour, seven-day coverage is not provided as a default. Service level commitments offered by a Third-Party Provider, including any hardware, firmware, or software vendor, are not extended to or guaranteed by IMPACT, in accordance with MSA Section 11.4.

15. RISK ACKNOWLEDGMENTS

Schedule G sets forth a library of Risk Acknowledgments that may apply to the Services governed by this Addendum. An Acknowledgment becomes binding only when invoked and initialed in accordance with Schedule G Section 1.1 on an Order, Variance Sheet, Assignment Zones Attachment, or Risk Acknowledgment Form.

16. SURVIVAL

The provisions of this Addendum shall survive termination or expiration of the MSA to the extent necessary to enforce rights, obligations, and remedies arising during the term, including provisions relating to:

  • the no-monitoring and no-security-guarantee disclaimers;

  • audio recording disclaimers and indemnifications;

  • data storage, retention, and footage management disclaimers;

  • access rights and credential management allocations;

  • life-safety and emergency function disclaimers;

  • Surveillance & Access Control-specific indemnification triggers;

  • Surveillance & Access Control-specific Project triggers;

  • Surveillance & Access Control-specific liability allocations;

  • third-party hardware and software warranty allocations;

  • cabling and infrastructure work routing to the Cabling & Low-Voltage Addendum;

  • post-termination cooperation pursuant to MSA Section 4.10.

The survival provisions set forth in MSA Section 23.11 apply to this Addendum.

17. EXECUTION AND EFFECTIVENESS

This Addendum becomes effective on the Order Effective Date of the first Order referencing it and requires no separate signature page. Where this Addendum is delivered as a supplemental document with an Order executed by Client, Client's execution of that Order constitutes Client's execution of this Addendum. This Addendum binds the Parties with the same force and effect as if separately executed.

End of Addendum