1) Definitions
CoreCommand™: TKG’s command-and-control software and related documentation.
CoreAI™: TKG’s AI video analytics software and related documentation.
Client Systems: Client’s (or third parties’) networks, VMS, cameras, servers, databases, infrastructure, environments, and configurations not supplied, owned, or managed by TKG.
Third-Party Products: Any hardware, software, services, or data not developed or owned by TKG (including OEM hardware, VMS platforms, operating systems, hypervisors, databases, cloud services, and open-source components).
Support Window: The support hours purchased and shown in an SOW (or, if none, Business Hours in Section 2.5).
Authorized Users: Employees and contractors of Client authorized to access the Services solely for Client’s internal business purposes.
Deliverables: Any work product expressly identified in an SOW.
Documentation: User guides, manuals, and release documentation provided by TKG for the Services.
Deployment Date: The date the system is first placed into production use by Client (“go-live”) as documented in writing (email acceptable).
Included Technical Support Period: The first ninety (90) days following the Deployment Date.
TKG-Provided Hardware Platform: A server, edge device, or appliance supplied by TKG (or expressly approved in writing by TKG) for deployment of TKG software.
Software Maintenance: Limited to bug fixes, security patches, and product updates released by TKG for CoreCommand™/CoreAI™, plus licensing/activation/update assistance and access to documentation/release notes/knowledge base as described in Section 2.
Technical Support: Configuration assistance, troubleshooting, device onboarding assistance, and operational support requests (calls/emails/tickets) related to Client’s use of CoreCommand™/CoreAI™ in Client’s environment, as described in Section 2.
2) Scope of Services
2.1 Software Maintenance (CoreCommand™ and CoreAI™). Software Maintenance includes only:
(a) bug fixes and security patches for CoreCommand™ and/or CoreAI™ as released by TKG;
(b) product updates released by TKG;
(c) assistance with licensing, activation, and applying updates; and
(d) access to product documentation, release notes, and knowledge base.
2.2 Technical Support (Configuration & Troubleshooting). Technical Support includes configuration assistance, troubleshooting, and reasonable guidance related to onboarding devices and configuring the Client’s site to operate CoreCommand™ and/or CoreAI™ in the Client’s environment, subject to these T&Cs, the Support Window, and any SOW.
2.3 Included Technical Support Period (90 Days). Technical Support is included only during the Included Technical Support Period unless a paid support package or SOW states otherwise.
2.4 Technical Support After 90 Days (Billable). After the Included Technical Support Period, Technical Support is billable time-and-materials at TKG’s then-current rates unless included in a paid support package or SOW.
2.5 Support Hours. Standard hours (“Business Hours”): 9:00 AM – 5:00 PM Pacific Time, Monday–Friday, excluding U.S. federal holidays published annually by TKG. Response targets apply during Business Hours. After-hours/on-call support requires a separate paid package or SOW. For international clients, hours may vary at TKG’s discretion to reasonably accommodate time zones.
2.6 Hardware Procured from TKG. Warranty support and RMA coordination per manufacturer terms; remote troubleshooting of supported TKG-supplied hardware; firmware updates and vendor liaison on Client’s behalf (subject to vendor availability and manufacturer policies).
2.7 Integration Guidance (Advisory). Guidance for CoreCommand™ issues affecting alarm delivery to Client’s VMS; best-practice recommendations for integration, testing, and alarm validation. Advisory only unless an SOW states TKG will perform the integration. TKG is not responsible for configuration changes made by Client or third parties.
3) TKG Responsibilities
Provide the Services described in Section 2 and any SOW using commercially reasonable skill and care. Use commercially reasonable efforts to respond to support requests within one (1) business day during Business Hours (see Section 7.2 for targets). Coordinate with relevant vendors for TKG-supplied hardware RMAs (resolution subject to vendor processes). Provide Software Maintenance releases in accordance with TKG’s release practices.
4) Client Responsibilities
Provide timely, safe, and reliable remote access (VPN, accounts, credentials, whitelisting) and knowledgeable personnel. Maintain a stable, supported operating environment (OS versions, patches, compatible drivers/firmware) for CoreCommand™/CoreAI™. Ensure backups, redundancy, and disaster recovery for Client Systems and data. Maintain change control processes and communicate material changes affecting CoreCommand™/CoreAI™ or integrations. Provide accurate information and promptly test/validate fixes in non-production (where feasible) before production changes. Procure and maintain supported Third-Party Products (including VMS licenses, codecs, firmware). Ensure site readiness (power, networking, rack space, cooling, physical security) and environmental stability. Own and manage Client data, retention, legal compliance, and permissions. Designate a primary contact for escalation and decisions.
5) Assumptions & Dependencies
Services are remote-only unless an SOW states onsite work. Client provides required access, test data, and time windows for changes. Any deliverable acceptance criteria must be explicitly defined in the SOW; otherwise acceptance occurs upon delivery or five (5) business days after delivery absent a written, specific rejection.
6) Exclusions
Not included unless separately contracted in an SOW: new features/enhancements/custom development; additional training beyond initial familiarization; onsite commissioning/field services; troubleshooting/RMA coordination for non-TKG-supplied hardware; rework/delays caused by Client-supplied hardware/configuration; troubleshooting of VMS platforms not supplied by TKG; failures due to site networking/power/connectivity/storage/environment; issues from tampering/misuse/neglect/malware/unsupported modifications; stocking spares; managed monitoring/MDR or managed security services; issues caused by third-party cloud outages, rate limits, API deprecations, or vendor-managed changes; issues arising from Client infrastructure changes without prior notice.
7) Service Requests, Targets & Escalation
7.1 Ticketing. Client opens tickets via TKG’s designated channel and provides logs, steps to reproduce, and business impact.
7.2 Response Targets. Pacific Time; targets only; resolution varies with complexity/vendor involvement:
P1 (Critical): initial response target within 4 Business Hours.
P2 (High): within 1 Business Day.
P3 (Normal): within 2 Business Days.
P4 (Low): within 3 Business Days.
TKG may reclassify severity if criteria are not met.
7.3 Escalation. If a P1/P2 issue stalls, Client may escalate to the TKG support manager. Vendor/third-party escalations are subject to those parties’ policies.
8) Changes & Out-of-Scope Work
Work outside Section 2 or the applicable SOW (e.g., after-hours, onsite, custom development, third-party troubleshooting, Technical Support after the Included Technical Support Period if not covered by a paid plan) is time-and-materials at TKG’s prevailing rates plus expenses. Material additions require a written change order signed by both parties.
8A) Professional Services Warranty
Professional Services are warranted for thirty (30) days from delivery to conform to the SOW; Client’s exclusive remedy is re-performance.
9) Fees, Expenses & Invoicing
Fees and payment terms are as stated in the applicable quote, invoice, and/or SOW and control (including deposits, milestones, prepayment requirements, and due dates). Out-of-pocket expenses (travel, shipping) are billable if stated in the quote/invoice/SOW. Late amounts accrue the lesser of 1.5% per month or the maximum lawful rate. Fees are exclusive of taxes; Client is responsible for applicable sales, use, VAT, and similar taxes (excluding taxes based on TKG’s net income). TKG may suspend Services for non-payment following ten (10) days’ written notice. Client will reimburse reasonable costs of collection, including attorneys’ fees where permitted.
10) System Performance Allocation of Risk
Except as expressly and specifically set forth in an SOW for CoreCommand™/CoreAI™ itself, TKG is not responsible for the performance, capacity, availability, latency, throughput, video quality, detection efficacy, alarm rates, storage sufficiency, or overall results of any Client Systems or Third-Party Products, nor for the interaction of CoreCommand™/CoreAI™ with such systems/products. Client acknowledges performance depends on properly sized and maintained Client Systems and Third-Party Products outside TKG’s control. TKG does not guarantee the performance or responsiveness of any vendor, carrier, OEM, or cloud service.
11) Third-Party Products & Open-Source
Client’s use of Third-Party Products is governed by the third party’s terms, not TKG’s. Open-source components (if any) are provided under their respective licenses AS IS.
11A) CoreCommand™ and CoreAI™ License & Use Restrictions
Subject to payment and the applicable SOW, TKG grants Client a non-exclusive, non-transferable, limited right for Authorized Users to use CoreCommand™ and/or CoreAI™ in Client’s environment per the Documentation. Client shall not (a) reverse engineer, decompile, or circumvent license/usage limits; (b) disclose benchmarks without TKG’s prior consent; (c) sublicense or provide access to third parties except as expressly permitted; or (d) remove proprietary notices. Beta/Preview features are provided “AS IS,” may be disabled at any time, and are excluded from response targets and SLAs.
CoreAI Platform Limitation. CoreAI™ is supported only on a TKG-Provided Hardware Platform unless expressly agreed in a signed SOW.
AI Model Updates / No Guaranteed Rates. TKG may provide updated AI detection/classification models, refinements, or classification improvements as part of ongoing product improvements. Specific detection rates, classification accuracy, false-alarm rates, and performance outcomes are not guaranteed unless expressly agreed in writing in an SOW with defined metrics and acceptance criteria.
12) Warranties & Disclaimers
TKG will perform Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES, CORECOMMAND™, COREAI™, DELIVERABLES, AND ANY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TKG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TKG does not warrant uninterrupted or error-free operation, or that defects will be corrected within a specific time. TKG does not provide legal, regulatory, or engineering compliance services; Client remains responsible for its compliance obligations. Either party may seek injunctive relief for actual or threatened breaches of confidentiality or intellectual property rights.
13) Data, Security & Privacy
TKG maintains administrative, physical, and technical safeguards appropriate to the nature of the Services, including encryption in transit, access controls, and vulnerability/patch management. TKG will notify Client without undue delay of a confirmed security incident affecting Client Data and provide reasonably available information to support Client’s mitigation and notice obligations. If TKG processes personal data on Client’s behalf, the parties will execute TKG’s Data Processing Addendum, incorporated by reference. Client is solely responsible for data quality, retention, backups, encryption, access controls, and legal/contractual compliance (including privacy, video consent, and export controls).
14) Hardware Procured from TKG (RMA)
RMA handling follows manufacturer terms; cross-shipments are not guaranteed. Client bears risk of loss for transit to/from the manufacturer unless otherwise stated. Replacement timing is subject to vendor stock and lead times. Title and risk of loss for shipped hardware pass FOB shipping point. Delivery dates are estimates.
15) Service Levels & Response Time
TKG will use commercially reasonable efforts to respond within one (1) business day during Business Hours unless otherwise purchased (see 7.2). Service level targets are goals and not guarantees. Clocks may pause for vendor-dependent outages and for Client-caused delays.
16) Term, Termination & Suspension
These T&Cs apply for the duration of active Services purchased by Client and/or until all amounts due are paid. Either party may terminate these T&Cs for material breach uncured within thirty (30) days of written notice. Either party may terminate Services for convenience with thirty (30) days’ written notice; earned fees remain payable and non-refundable unless required by law. TKG may suspend Services for safety, security, or delinquent payments upon written notice. Termination does not cancel Product orders accepted/ordered/shipped/committed; Client remains responsible for delivered Products and non-recoverable or supplier-imposed costs.
The following Sections survive termination or expiration: 5 (to the extent of acceptance), 9–15, 16–25.
17) Limitations of Liability
NO INDIRECT DAMAGES: TKG shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of data, profits, revenue, business, or goodwill, even if advised of the possibility. CAP: TKG’s total aggregate liability arising out of or related to the Services under these T&Cs shall not exceed the greater of (i) the fees paid or payable by Client to TKG for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability, or (ii) $25,000. CARVE-OUTS: The foregoing does not limit liability for willful misconduct or fraud to the extent such limitation is unenforceable under applicable law. The limitations apply to all theories of liability and are a fundamental basis of the bargain.
18) Indemnities
By Client: Client will defend and indemnify TKG against third-party claims to the extent arising from (a) Client’s misuse of the Services or CoreCommand™/CoreAI™; (b) Client Systems (including configurations, data, or integrations); (c) Client’s violation of law or third-party rights; or (d) Third-Party Products selected or controlled by Client.
By TKG: Any IP indemnity for CoreCommand™/CoreAI™ (if provided) will be as explicitly stated in a separate software license agreement or SOW. Otherwise, no additional indemnity is provided.
Feedback license: Client grants TKG a perpetual, irrevocable, royalty-free license to use feedback to improve products and services.
Residuals: TKG may use generalized knowledge, ideas, and learnings retained in unaided memory, provided no Client Confidential Information is disclosed.
19) Confidentiality
Each party will protect the other’s confidential information with reasonable care and use it only to perform under these T&Cs/SOW. Compelled disclosure is permitted if required by law, regulation, or court order, provided the disclosing party gives prompt notice and reasonable cooperation (unless legally prohibited). Confidentiality obligations survive for five (5) years after termination, or as long as information remains a trade secret, whichever is longer.
20) Compliance; Export; Government Use; cUAS Operational Use
Each party will comply with applicable laws, including export and sanctions controls (including ITAR, EAR, and OFAC). Products/software/technical data may be subject to U.S. export control and sanctions laws. Client is solely responsible for compliance, including licenses/authorizations and filings, and shall not directly or indirectly export, re-export, re-transfer, or provide access (including to foreign persons) where prohibited or where authorization is required without first obtaining all required authorizations. Any export classification information provided (if any) is not warranted and may not apply to modified items or downstream integrations. Shipment and/or delivery may be conditioned on Client providing end-user, end-use, and access-control information or certifications reasonably requested by TKG for export-control compliance.
CoreCommand™/CoreAI™ and related documentation are “commercial items”/“commercial computer software” per FAR 12.211/12.212 and DFARS 227.7202; U.S. Government use is subject to those sections.
cUAS Operational Use: Client is solely responsible for lawful deployment and operation of any cUAS solution and for any required authorizations and site policies. TKG provides no legal advice and is not responsible for Client mission outcomes unless expressly stated in a signed SOW.
21) Force Majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (including epidemics/pandemics, embargoes, government actions, component shortages, supply-chain disruptions, vendor outages, labor actions, cyber incidents, or acts of God). Payment obligations are excluded from force majeure relief.
22) Order of Precedence; Entire Agreement; Changes
If there is a conflict, the following order controls: (1) a mutually signed SOW/Order Form or accepted TKG quote/invoice (only for the Products/Services described therein), then (2) these T&Cs, then (3) the DPA and Security Exhibit (if applicable), then (4) Documentation. These T&Cs and any SOW constitute the entire agreement on their subject and supersede prior proposals and discussions. Changes must be in writing and signed by both parties.
22A) No Override by Channel / Partner Terms; Purchase Orders
Any terms in a purchase order, quote, acknowledgment, vendor portal, or channel/partner/customer agreement that conflict with or add to these T&Cs are rejected unless a written amendment signed by TKG’s authorized signatory expressly states the sections modified. If Client acquires Services through a reseller/channel partner, these T&Cs govern the Services between Client and TKG; any flow-down or portal terms are subordinate. No click-through/shrink-wrap/online terms will modify these T&Cs, and TKG’s performance or acceptance of payment does not constitute acceptance of additional/different terms.
23) Assignment; Subcontracting
Neither party may assign without consent, except to an affiliate or in connection with a merger or sale of substantially all assets. TKG may subcontract, remaining responsible for subcontractor compliance. TKG may use subprocessors for any hosted components and will remain responsible for their compliance with confidentiality and security obligations.
24) Governing Law; Venue; Waiver; Severability; Independent Contractors; General
Governing Law: Delaware law, without regard to conflicts rules. Venue: State or federal courts in Delaware; each party consents to jurisdiction and venue. No third-party beneficiaries. Electronic signatures and counterparts are valid and enforceable. Waivers must be written; unenforceable provisions are severed; parties are independent contractors. CISG does not apply.
25) Notices
Notices must be sent to the addresses in the applicable quote/invoice/SOW and are effective upon receipt (or email confirmation if permitted).
Appendix A – Practical Responsibility Matrix
The responsibilities identified in this Appendix A are binding to the extent expressly referenced in the applicable SOW or Section 6 (Exclusions).
TKG (Yes): CoreCommand™/CoreAI™ defects; Software Maintenance releases; Technical Support during Included Technical Support Period or as purchased; TKG-supplied hardware RMA coordination; advisory integration guidance.
Client (Yes): VMS configuration/health; device firmware/placement/aiming; network/power/site conditions; storage sizing; OS/driver patching; backups/DR; access control; third-party vendor contracts and escalations.
Not TKG’s Responsibility (Unless SOW States Otherwise): System-wide SLAs; detection efficacy guarantees; video quality/bitrate; vendor/cloud outages; after-hours on-call; onsite commissioning; custom features; monitoring/MDR; non-TKG hardware RMAs; VMS not supplied by TKG.