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<br />Premises, you also agree to: (a) pay us our reasonable charges for the EqulpmC!nt, and (b) reimburse us for any other costs (including reasonable
<br />auorMYs' fees) that we may incur In seeking to gaIn access to removc 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, disablltlg or abandonment of such Equipment does not constitute a waiver of our right
<br />to collect any unpaid Charges. (ill) 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 telms of
<br />your agreement with lhe lender/lessor may require you to maIntain insurance, may make you responsible for vallous other costs and fees, and may
<br />obligate you to pay the lender/lessor regardless of Protection One's performance hereunder. Protecllon One makes no recommendations on lending or
<br />leasitlg 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 />Protectfon One hereby disclaims any and all liability in connection with your arrangement<> with YOUI lenderfJessor. (Iv) Conversion of blstrn"
<br />EaulDment. If you currently have eXiSting and compatible equipment at your Premises, we may utllile such equipment. Such existing Customer owned
<br />equipment shall remaIn your properly. We may elect to repair or replace your non functioning eltistlng equipment to pfOvlde our Sef'Jlces 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 />operational will be performed on,'l time and materials basis at our then. current time and materials rates. We do not warrant equipment that we do nOl
<br />install. Out pricing and your costs under Ihis Agreement are based on the 3HumpUon that any existing equipment In your Premises Is compalible and Is
<br />in gooa opetating condition. II we determine that your exisling equipment Is incompatible or Is not In good operating condition, then additional ch3rgeS
<br />may apply, (C) Risk of lou, Protec.tlon One Is nOlllable 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 AGREEMENT.
<br />Unless you have purchased and paid the full purc.hase prIce for the EquIpment, in which case the risk of loss 10 the EquIpment Is solely yours, you must
<br />keep the Equipment insured against all risks of loss In an amount equal to the replacement cost and, al our request, have us listed on Ihe policy as the
<br />"loss payee."
<br />
<br />7. Termination of Services; Default. (A) We may, at any timp. upon twenty.four (24) houfs prior notice, tCfmlnate this Agreement and the
<br />ServIces at our optfon and without liability If: (l) Our Central Station, equipment or facilltles, or the telephone network, are destroyed, damaged or
<br />malfunction so that It Is impractical for us to continue the Sef'JICe5; (2) We cannot acquire or retain the transmissIon connections or authorbation to
<br />lra'lSml! signals between your Premises and our Central Stallon 01 between our Central Statlon and any Emergenty Response Providers; (11 We
<br />determIne thai it is impracUcal to continue our Sef'Jlces due to the modificatIon or alteration of your Premises after Installation of the EquIpment; (4)
<br />The Equlpmenl generates excessive false alarms due to circumstances beyond OUf reasonable control; or (S) You or your personnel fall to follow our
<br />recommendaUons to repair or replace any defective pa/ts of the Equipment not covered under the LImited Warranty or Extended Sef'Jke Plan (Jf
<br />applicable!, or faJllo follow operating Instructions for, or tamper with, the Equipment. Additionally, upon thirty (30) days prior notice to you, we may
<br />telmlnate thIs Ag/eement for any other leason at our discretlon, If we terminate this Agreement for any of these reasons, then we will refund any
<br />advanc.e Serv1c.e Charges for Sef'Jices 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 addition. you shall be In bleach, and we may, at our optfon, terminate this Agreement and exercise our remedies
<br />for the enforcement of this Agreement If: (1) You fall to pay any Charges or other amounts due hereunder Of under any olher agreement you have with
<br />us, and such failure continues for ten (lOI days after we provide written notice to you; (2) Any rep/esentatlon 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 fall to comply with any non. monetary obligation or c.ovenant contained herein or in any other agreement you have with us,
<br />and such failure continues for thirty (30) days after we provIde written notice to you; (S) You deny us reasonable access to the Equipment loc.ated at any
<br />PremIses; 01 (6) You become a deblor in a bankruptc.y 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 ellpenses, court costs, and reasonable attorneys' fees. (C) Any default by you under this Agreement shall also be a default by you
<br />under any other ag/eement between you and us. (0) You may termInate this Ap;reement 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, upon thirty (30) days prior written notice, termin;;Jte this
<br />Aireement If we bec.ome a debtor in a bankruptc.', or other insolvency proceeding.
<br />
<br />B. Representations and Warranties. You fepresent and warrant that you: (al requested the Equipment and Services spc<lfied In this Agreement
<br />for use In commercial purposes and not for personal, family or household purposes or for or on behalf of a third palty; (b) own the Premises or
<br />otherwise have the legal authority to authorile us to Inslall the Equipment in the Pfemises; and Ic) will c.omply with all laws, c.odes, and regulations
<br />pertaining to the Premises and your use of the Equipment or our Sef'Jlces.
<br />
<br />9. We Are Not an Insurer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINEO IN THIS AGREEMENT, YOU AGREETHAT; fA) WE ARE
<br />NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; IO}IT IS
<br />YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE (OVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND
<br />OTHER AFFECTED PERSONS AND PROPERTY; IC) OUR CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE EQUIPMENT AND
<br />SEAVICES WE PROVIDE AND 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 SEVERITY OF PERSONAL INJURY (INClUDING DEATH) TO AFFECTED PERSONS; AND (0) THE
<br />EQUIPMENT AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER fAULT. WE
<br />CANNOT PREDICT THE POTENTIAL AMOUNT, EXaNT 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 INTENDED. AS SUCH: (I) YOU AGREE THAT THE
<br />LIMITS ON OUR L1AOILlTY AND THE WAIVERS AND IND[MNITIES 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 RIGIlTS AND REMEDIES AGAINST US,
<br />INClUDING All RIGHTS OF SUBROGATION, THAT YOU, ANY INSURER OR ANY OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INIURIES 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 tEGAl PROCEEDINGS BY US TO COHEa A DEBT OWEi> BY YOU, ANY BANKRUPTCY BY YOU, AND/OR
<br />ANY SALE BY US OF YOUR ACCOUNT,
<br />
<br />10. Indemnity; limItation of Liability,
<br />{al Ir.demnitv. We will hold yeu, your offlcers, dir~ctors, agenls and employees, harmless from <lny claim, demand, losses, ~hmages, lnj!Jrle~
<br />(including death), liabilities or other expenses (''Losses'') to the extent and only to the elltent that such Losses result solely and directly from the
<br />negligent acts or omissions of Protection One, Its agent'> or employees, during and withll\ the scope of employment of such persons while present at a
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