|
<br />Premises; orovlded. however. that the terms of this Paragraph lO{a) shall not apply to, and we shall not In any event be liable for, lOsses; (I) arising out
<br />of, resulting from, or in any way due or attributable to, the conditIon, nonfunctionlng, malfunction, faulty design, faulty Installation, or failure In any
<br />respect of the Equipment or Services to operate or perform as intended (collectively, "Alarm failure Events"), regardless of whether such Alarm Failure
<br />Events arise out of the negligent acts or omissions of Protection One, il'; agents, employees, subcontractors and/or suppliers (including software
<br />suppliers); and/or (il) any loss of or damage to any computer system or electronic data arising out of, resulting from, or attributable to, an Alarm Failure
<br />Event or your request for our technician to access your systems or program your firewalls, routers and switchcs. Any liability of Protection One for
<br />Alarm Fallurc Events or losses arising out of Alarm Failure Events Is strtctly limited pursuant to Paragraph 10(b) below.
<br />
<br />(b) Umitatlon of L1abilitv for Alarm Failure Events. NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US SHAll8E L1A8lE FOR ANY
<br />LOSSES ARiS]NG DIRECTLY OR INDIRECTLY FROM ANY ALARM FAILURE EVENT. WE ARE NOT liABLE UNDER ANY CIRCUMSTANCES FOR THE
<br />ADEQUACY OF THE EQUIPMENT DESIGN OR DESIGN CRITERIA ESTABLISHED BY YOU, YOUR DESIGN PROFESSIONAL, OR lOCAL CODE REQUIREMEN1S.
<br />IF, NOTWITHSTANDING THE PROVISIONS OF TlilS PARAGRAPH 1OIB), WE OR ANY PERSON OR ENTITY AffiLIATED WlTU US ARE DETERMINED TO BE
<br />RESPONSIBlE FOR ANY LOSSES ARISING FROM ANY ALARM FAILURE EVENT, YOUR CLAIMS AGAINST US AND/OR ANY PERSON OR ENTITY AFFILIATED
<br />WITH US SHAll BE LIMITED TO $2,000.00. THIS AMOUNT IS YOUR SOlE AND EXCLUSIVE REMEDY FOR ANY ALARM FAilURE EVENT, EVEN IF CAUSED
<br />BY PROTECTION ONE'S NEGLIGENCE OR THAT OF OUR AFFILIATES OR OUR RESPECTIVE EMPLOYEES OR AGENTS. 8REACH OF CONTRACT, BREACU OF
<br />WARRANTY, STRICT LIABILITY, OR OTHER FAULT. AT YOUR REQUEST, WE MAY IN OUR SOLE DISCRETION AGREE TO ASSUME ADDITIONAL liABILITY
<br />BY TUE ATIACHMENT OF AN AMENDMENT TO 1HIS AGREEMENT STATING THE EXTENT OF OUR ADDITIONAL L1ADILlTY AND THE ADDITIONAL COST
<br />TO YOU. YOU AGREE THAT WERE WE TO HAVE LIABILITY GREATER THAN THAT STATED A80VE, WE WOULD NOT PROVIDE THE EQUIPMENT OR
<br />SERVICES.
<br />
<br />(cl Intellectual Prooertv Indemnification. If Protectfon One has received from the manufacturers of the EquIpment \Ve Install, an aereement to
<br />indemnity and/or defend any claim or suit or proceeding brought agaInst ProtectIon One based on a claIm that the sale, use or transfer of any
<br />Equipment Is an InfrIngement of any third party's patent or property rIghts, then Protecllon One shall indemnIfy you and defend you against all such
<br />claims to the extent land only to the extent) such an indemnity and/or defense is provided by the pertinent Equipment manufacturers. Should you
<br />receive notice that the EquIpment allegedly Infringes the rights of any third party, you shall promptly notify Protection One In writing, and shall give full
<br />authority, informallorl and assIstance to ProtetUOn One In connection with ]ts Inve~tlgallon of the claim, and In tonnectlon with anyseltlement or
<br />compromise of suth claim made with your consent, which shall not be unreasonably withheld, conditioned or delayed. In addition, Prolectlon One may,
<br />at its sole cost and e>:pense, elect to replace or modify the EquIpment so that alieged InfrIngement will not exist; Drovlded. however. that such
<br />replacement equipment or modined equipment will continue to have at least the same functionality and performance specifications as the EquIpment
<br />Installed pursuant 10 thIs Agreement, and shall be acceptable to you In your reasonable discretion. Protection One shall not have any other liability to
<br />you with respect to c]alms ofintelfectual property infringement.
<br />
<br />(dl Conseouentlal Damal1es. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHAll WE BE LIABLE TO YOU
<br />OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECULATIVE, SPECIAL, EXeMPLARY, OR OTHER INDIRECT DAMAGES,
<br />INCLUDING, BUT NOT LIMITED TO, lOSS OF BUSINESS, PROFITS, USE. DATA, OR OTHER ECONOMIC ADVANTAGE, EVEN IF WE HAVE BEEN ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES.
<br />
<br />(e) Survival. The terms of thIs Paragraph 10 shall survive the termInation of this Agreement and of your Account, as well as voluntary payment in
<br />full by you, any legal pfoceedings by us to collect a debt owed by you, any bankruptcy by you, and/or any sale by us of your Account.
<br />
<br />11. Hold Harmless. If any third party files any claIm or legal action against us, or any other person or entity authorized to act on our behalf, arising
<br />from any Alarm Failure Event as defined In Paragraph !O{a) above. then you agree to indemnify, defend and hold US, completely harmless from any such
<br />actions, IncludIng all damases, ('l(pcnse~, l,:O~ts. and altorr:t::ys' fees we inc!,;r. Thl~ indemnjfjcaUon shall apply even if such a,tiuns ildse from our
<br />negligence, breach of contract, breach of warranty, strict liability or other fault (and/or the negligence, breach of contract, breach of warranty, strict
<br />liability or other faull of our Subconlractors and/or suppliers, including our software suppliers), subjfct to our limited liability set forth above. This
<br />provisIon shall survive the termlnat]on of this Agreement and your Account, as well ,u voluntary payment In full by you, any legal proceedings by us to
<br />collcct a debt owed by you, any bankruptcy by you, and/or any sale by us of your Account.
<br />
<br />12. Customer Dutfes. You agree to: (a) Instruct all persons who use the Equipment on its proper use; (b) test the Equipment's protective devices
<br />and send test signals monthly to our Central Station; (c) turn ofl. control or remove all air conditioning systems. heaters and other Items that Interfere
<br />wIth alarm detection devices; (dl notify us Immediately if a problem with the Equipment occurs; Ie) obtaIn and keep In effect all permits and licenses
<br />that may be required for the Installatlon and operatIon of the EquIpment; (fl pay all usage fees Imposed by any governmental authority In connection
<br />with Ihe Equipment; (g) prOVide us a complete Monitoring Informal1on Schedule so we may caU your designated contatts in the evenl we reasonably
<br />believe there is an emergency at your Premises; (h) provide us any other emergency informatiOn we may requesl; (i) promptly update us In writing with
<br />any Changes to your MonitorIng Information Schedule; and (j) notify us prior to any change In your phone service, Including, but not limited to a
<br />disconnection of your regular phone line or any change In vendors of your phone service. Your failure to perform under thIs Paragraph 12 is a material
<br />breach of this Agreement. You agree that we may prOVide the Information on the Monllorlng Information Sthedule to any governmental authority
<br />having Jurisdiction over us or the Equipment. LOCAL AUTUORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES
<br />FOR USE OF THE EQUIPMENT HAVE BEEN OBTAINED, AND THEREFORE WE MAY NOT BEGIN MONITORING Tl-IEfQUIPMENT, AND MAY NOT DISPATCH
<br />EMERGENCY AUTHORITIES IN THE EVENT OF AN ALARM ACTIVATION, UNTIl YOU HAVE OBTAINED, AT YOUR EXPENSE, ALL NECESSARY PERMITS AND
<br />LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMBER.
<br />
<br />13. Services.
<br />A, Monltorl"" Service5. If you have subscribed to Monitoring, Signal Receiving and Notification Services, \Ve shall program the Equipment to
<br />commllnkate to our monitorIng filClHty ("Centra] Station"). When the Central Station receives iln alarm sIgnal from the Equipment (an "Alarm Event"l.
<br />we will make reasonable efforts, consl~tent with local laws and our response policIes, to contatt the appropriate local emergency response provider
<br />("Emergency Response Provider" or 'lRP'"). and the first person designated on your Monitoring Information Schedule. In the event a burglar alarm
<br />signal or fire signal regIsters at the Central Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the
<br />Alarm Event is not a false alarm. local govl!rnmental rl!gulatlans and industry standards designed to reduce false alarms may result in conditions or
<br />restrictions on the dispatch of ERrs in response to an Alarm Event, and such conditions or restrictions may result in delays of notification of authorities
<br />or require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be
<br />
<br />64704181.UV16.$C16029
<br />PCP BV'\1
<br />
<br />1';;o985QI9
<br />
<br />S/8
<br />
|