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<br />Premises, you also agree to: (a) pay us our reasonable charges for the Equipment, and (bl reimburse us for any other costs (including reasonable
<br />attorneys' fees) that we may Incur In seeking 10 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, dlsabli"g or abandonment of such Equipment does not constitute a waiver of our right
<br />to collect any unpaid Charges. (iii) Third Partv Financed Sale. If you have elected to finance the purchase of some or all of the 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 agreement with the lend('r/I('ssor may require you to maintain Insurance, may make you respomible for various other costs and fees, and may
<br />obligate you 10 pay the lender/lessor regardleH of Proteclion One's performance hereunder. Protection One makes no recommendations on lendIng or
<br />leasing 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 all liability in connection with your arrangements with your lender/lessor. (Iv) ConversIon of ExlstlnJ!:
<br />Eouloment. If you currently have existing and compatible equipment at your Premises, we may utitize such equipment. Such exislfng Customer owned
<br />equipment shall remain your property. We may elect to repair or replace your nonfuncUoning existing equipment to provide our Services and you agree
<br />to pay us our then-current charges fot ilny such replacement equipment, and you agree that any repairs needed to make the existing equipment
<br />operational wilt be performed on a time and materials basis at our then-current time and materIals rates, We do not warrant equipment that we do not
<br />Instalf. Our pricing and your costs under this Agreement are based on the aS5umptlon that any existing equipment In your Premises Is compatible and Is
<br />in good operatIng condition. If we determine that your existing equipment is incompatible or Is not in good operating condition, then additional charges
<br />may apply. IC) Risk of Loss. Protection One Is not liable or responsible for any damage, loss or casualty of or to any Equipment from any cause beyond
<br />our reasonable control. NO SUCH DAMAGE,LOSS OR CASUALTY WilL AFFECT YOUR RESPONSIBILITIES AND OBliGATIONS UNDER THIS AGRHMEN!
<br />Unless you have purchased and paid tile full purchase price for the Equipment, in which case the risk of loss to the Equipment is solely yours, you must
<br />keep the Equipment Insured against all risks of loss In an amount f!qual to the rf!placf!ment cost and, at our request, have us listed on the policy as the
<br />"loss payee,"
<br />
<br />7. Termination of Services; Default. (A) We may, at any time upon twenty.four (241 hours prior nolice, terminate this Agreement and the
<br />ServIces at our optron and without J1ablllty If: (1) Our Central Station, equipment or facilities, or the telephone network, are destroyed, damaged or
<br />malfunction so that II ]s Impractical for us 10 continue the Services; (2) We cannot acquIre or retain the transmissIon connections or authorhatlon to
<br />tr;msmit signals between your PremIses and our Central Station or belween our Central Stallon and any Emergency Response Providers; (3) We
<br />determine that It is impractical to continue our ServIces due to the modification or alteration of your Premises after installation of the Equipment; 141
<br />The I::qulpment generales excessive false alarms due to circumstances beyond our reasonable control; or (S) You or your personnel fail to fottow our
<br />recommendations to repair or replace any defective parts of the Equipment not covered under the LImited Warranty or Extended Service Plan (If
<br />applicable), or fail to follow operal1ng Instructions for, or tamper with, the Equipment. Additionally, upon thirty (30) days prior notice to you, we may
<br />terminate this Agreement for any other reason at our discretion. If we lermlnate this Agreement for any of these reasons, Ihen we will refund any
<br />advance Service Charges tor Services to be provided after the termlnallon date, less any Equipment Charges 5titl due, but we shall not be liable as a
<br />result of any such termination. IB) In addition, you shalt be In breach, and we may, at our option, terminate this Agreement and exercise our rf!medles
<br />for thf! enforcement of this Agreement if: (1) You fail to pay any Charges or other amounts due hereunder or under any other agreement you have with
<br />us, and such fdllure continues for ten (10) 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; (4) you otherwIse fail to comply wilh any non-monetary obligation or covenant contaIned herein or in any other agreement you have wilh us,
<br />and such faHure continues for thirty (30) days after we provIde written notice 10 you; (S) 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 conneclfon with the enforcement of this Agreement,
<br />Including collectIon expenses, court costs, and reasonable attorneys' fees, (C) Any default by you under this Agreement shalt also be a default by you
<br />under any other agreement between you and us. (D) You may terminate this Agreement if we breach any material provision hereof and we fall to cure
<br />such breach within thirty (30) days following your written notice thereof. In addition, you may terminate this Agreement If we become a debtor In a
<br />bankruptcy or othei Insolvency proceeding.
<br />
<br />8. Representatfons and Warranties. You represent and warrant that you: (a) requested the Equipment and Services specified In this Agreement
<br />for use in commerclal purposes and not for personal, family or household purposes at for or on behalf of a third party; (blown the Premises or
<br />otherwise have the legal authorily to authorile us to Install the Equipment In the Premises; and (c) will comply with all laws, codes, and regulations
<br />pert<llning to thp. Premises and your use of the Equipment or our Services.
<br />
<br />9. We Are Not an Insurer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT: (A) WE ARE
<br />NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT 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; (C) OUR CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE EQUIPMENT AND
<br />SERVICES WE PROVIDE ANO OUR LIMITED LIABILITY UNDER THIS AGREEMENT, AND ARE NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS
<br />CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERllY OF PERSONAl INJURY (INClUDING DEATH) TO MFECTED PERSONSj AND (D) THE
<br />EQUIPMENT AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS.INCLUDl~JG OUR NCGlIGENCE OR OTHER FAUlT. WE
<br />CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED BV YOU AND OTHER
<br />PERSONS WHICH COULD BE DUE TO TIlE FAILURE OF THE EQUIPMENT OR SERVICES TO WORK AS INllNDEO. AS SUCH: (I) YOU AGREE THAT THE
<br />liMITS ON OUR LIABILITY AND mE 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 (Ill) EXCEPT AS PROVIDED IN PARAGRAPH 10 BELOW, YOU WAIVE All RIGHTS AND REMEDIES AGAINST US,
<br />INCLUDING All RIGHTS OF SU8ROGATlON, THAT YOU, ANY INSURER OR ANY OTHER THIRD PARTY 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 BV YOU, ANY LEGAL PROCEEDINGS BY US TO COlLECT A DEBT OWED BY YOU, ANY BANKRUPTCY BY YOU, AND/OR
<br />ANY SALE BY US OF YOUR ACCOUNT.
<br />
<br />10. Indemnity; limitation of liability.
<br />(3) Indemnilv. We wjlf hold you, your officers, directors, .1ger.ts and employees, harmless from any cl:llm, demand, losses, dam;;lges, injuriei
<br />(including deathl, liabilities or other ekpenses ("losses") to the extent and only to the elCtent that such Losses result solely and direclly from the
<br />negligent acts or omissIons of Protecllon One, its agents or employees, during and within the scope of employment of such persons while presenl at a
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