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<br />Premises, you also agrQQ to: (al pay us our reasonable charges for the Equipment, and (b) reimburse us for any other costs (Including reasonable
<br />attorneys' fees) that we may Incur In seeking to gaIn access to remove the Equipment and/or to collect such charges. We have no obligation to repair or
<br />redecorate your Premises after any such removal. Our removal, disabling or abandonment of such Equipment does not constitute a waiver of our right
<br />to collett any unpaid Charges. (Ill) Third Party Flnanred Sale. If you have elected to linance the purchase of some or all ollhe Equipment with a thIrd
<br />party lender or leasing company, then title to the Equipment may be held by your lender/lessor as security for your loan/lease obligations. The terms of
<br />your agreemellt with the lender/lessor may require you to maintain Inmrance, may make you responsible for varIous other costs and fees, and may
<br />obligate you to pay the renderllessor regardless of ProlecUan One's performance hereunder. ProtectIon One makes no recommendations on lending or
<br />!easlng sources and Is not responsible for your selection of a lending or leasing source, or the terms of your agreement with the lender/lessor, and
<br />Protection One hereby dIsclaims any and alllJabllity In connection with your arrangements with your lender/lessor. (Ivl Conversion of Exlst/n2
<br />EaulDment. If you currently have existing and compatible equipment at your Premises, we may utilize such equipment. Such existing Customer owned
<br />equipment shall remain your property. We may elect to repair or replace your non functIoning existing equipment to provide our Services and you agree
<br />to pay us our then-current charges for any such replacement equipment, and you agree that any repairs needed to make the exIsting equipment
<br />operatlonai will be performed on a time and materials basis at our then. current lime and malerials rates. We do not warrant equipment that we do not
<br />Install. Our prlc!l'g and your costs under this Agreement are based on the assumption that any existing equipment In your Premises Is compatible and Is
<br />In good operating Condition. If we del ermine that your existing equipment is incompatible or is nolio good operating condiUon, then additional charges
<br />may apply. (C)1lli..!s....o.U2.u. Protection One is not liable or responsible ror any damage, loss or casualty of or to any Equipment from any cause beyond
<br />our reasonabie control. NO SUCH DAMAGE, LOSS OR CASUAlTY WILL AFFECT YOUR RESPONSIBIlITIES AND OBliGATIONS UNDER THIS AGREEMENT.
<br />Unless you have purchased and paid the lull purchase price for the Equipment, In which case Ihe risk of loss to the Equipment Is solely yours, you must
<br />keep Ihe Equipment insured against all risks of loss in an amount equal to the replacement cost and, at our request, have us listed on the policy as the
<br />"losspayee.ft
<br />
<br />7. Termination of Services; Default. (AI We may, at any time upon twenty.four (24) hours prior notice, lerm;nate this Agreement and the
<br />Services at our option and without Irabllity If: (1) Our Central Station, equIpment or facUlties, or the telephone network, are destroyed, damaged or
<br />malfunction so that ills impractIcal for us to continue the Services; (2) We cannot acquIre or retain the transmission connections or authorl'atlon to
<br />transmit slgnais bet\veen your Premises and our Cenlral Stallon or between cur Central Stat/on and any Emergency Response ProvIders; (3) We
<br />determine that It Is Impractical to continue our Services due to the modification or alterallon of your PremIses after Installation of the Equipment; (4)
<br />The Equipment generates ('l({essive false alarms due to circumstances beyond our reasonable control; or (5) You or your personnel fall to follow our
<br />recommendations to repair or replace any defective parts of the Equipment not covered under the lImiled Warranty or Extended Service Plan (If
<br />applicable), or fail to follow operating Instructions for, or tamper with, the Equipment. Additlonally, upon thirty (30) days prior nollce to you, we may
<br />terminate this Agreement for any 01 her reason at our discretion. If we terminate this Agreement for any of these reasons, then we will refund any
<br />advance Servlce Charges for SeN/ces to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a
<br />result of any such termination. (B) In additfon, you shall be in breach, and we may, at our option, terminate this Agreement and exercise our remedies
<br />for the enforcement of this Agreement if: (1) You fail to pay any Charges or other amounls due hcreunderor under any other agreement you have with
<br />us, and such failure continues for ten (to) days after we provide written notice to you; (2) Any representation you have made herein or In any other
<br />agreement you have with us Is determined to be materially untrue: (3) you breach any warranty contaIned hereIn or In any other agreement you have
<br />with us; (41 you otherwise fail to comply with any non-monetary obligation or covenant contained herein or In any other agreement you have with us,
<br />and such failure cOI'lt/nues for thIrty (30) days after we provide written notice to you; (51 You deny us reasonable access to the Equipment located at any
<br />Premises; or (6) You become a debtor In a bankruptcy or other insolvency proceeding. We may charge you Interest at the highest legal rate allowed on
<br />past due amounts. You agree to pay us all reasonable costs, fees and expenses Incurred by us in connection with the enforcement of this Agreement,
<br />InclUding collection e~penses, court costs, and reasonable attorneys' fees. (el Any default by you under this Agreement shall also be a default by you
<br />under any other agreement between you and us. 101 You may terminate lhls Agreement If we breach any material provIsion hereof and we fail to cure
<br />such breach within thirty (3D) days following your written notice thereof. In addition, you may, upon thirty (3D) days prior written notice, terminate this
<br />Agreement if we become <l debto; In a bankruptcy or other insolvency proceeding.
<br />
<br />8. Representalions and Warrantlu. You represent and warrant that you: (a) requested the Equipment and Services 1pecifled In this Agreement
<br />for use In commerclal purposes and not for personal, famity or household purposes or for or on behalf of a third party; (blown the Premises or
<br />otherwise have the legal Authority to authoriu! us to fmtall the Equipment In the PremisE'S; and (c) will comply with aU laws, codes, i1nd regulations
<br />pertaining to the Premises and your use of the Equipment or our Service~.
<br />
<br />9. We Are Not an Insurer. NOTWITHSTANDING ANYTttlNG TO THE CONTRARY CONTAINED IN lHISAGREEMENT, YOU AGREE THAT: (AI WE ARE
<br />NOT AN INSURER OF YOU. PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF 'iOUR PREMISES OR ITS CONTENTS; (BIIT IS
<br />YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INViTEES AND
<br />OTHER AFFECTED PERSONS AND PROPERTY; (CI OUR CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE EQUIPMENT AND
<br />SERVICES WE PROVIDE AND OIJR LIMITED LIABILITY UNDER THIS AGREEMENT, AND ARE NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS
<br />CONTENTS, OR TliE lIJo:ElIHOODOR POTENTIAL EXTENT OR SEVERITY OF PERSONAl INJURY (INCLUDING DEATH) TO AffECTED PERSONS; AND (D) THE
<br />EQUIPMENT AND SERVICES MAY NOT ALWAYS OPERATe AS INTENDED FOR VARIOUS REMONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE
<br />CANNOT PREDICllHE POTENTIAL AMOUNT, EXTeNT OR SEVERITY Of ANY DAMAGES OR INJURIES THAT MAY BE INCURRED BY YOU AND OTHER
<br />PERSONS WHICH COULD BE DUE TO THE FAILURE OF THE EQUIPMENT OR SERVICES TO WORK AS INTENDfO. AS SUCH: II) YOU AGREE THAT THE
<br />LIMITS ON OUR LIABILITY AND lHE WAIVERS AND INDEMNITIES SET FORTH IN THIS AGREEMENT ARE A FAIR ALLOCATiON OF RISKS AND LIABILITIES
<br />BETWEEN YOU. US AND ANY AFFECTED THIRD PARTIES; (II) YOU Will LOOK EXCLUSIVELY TO YOUR INSURER FOR FiNANCIAL PROTECTION FROM
<br />SUCH RISKS AND liABILITIES; AND (iii) EXCEPT AS PROVIDED IN PARAGRAPH 10 BElOW, VOU WAIVE All RIGHTS AND REMEDIES AGAINST US,
<br />INCLUDING All RIGHTS Of SUBROGATION, THAT YOU, ANY INSURER OR ANY OTHER THIRD PARlY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU
<br />OR OTHERS MAY INCUR. THIS PARAGRAPH 9 SHALL SURVIVE THE TERMINATION Of THIS AGREEMENT AND YOUR ACCOUNT, AS WELL AS
<br />VOLUNTARY PAYMENT IN FULL BY YOU, ANY LEGAL PROCEEOINGS BY US TO COLLECT A DEBT OWED BY YOU, ANY BANKRUPTCY BY YOU, AND/OR
<br />ANY SAlE BY USOF YOUR ACCOUNT.
<br />
<br />10. Indemnity; L1mltatfon of lIablUty.
<br />(il) Indemnity. We will hold you, your officers, directors, agents and employees, harmless from any daim, demand, losses, damages, Injuries
<br />(Including death), liabilities or other expenses ("Losses") to the extent and only to the extent that such Losses result solely and directly from Ihe
<br />negligent acts or omissions of Protecllon One, Its agE'nts or employees, during an.d within the scope of employment of such persons while present at a
<br />
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