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Premises,you also agree to: (a) 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 collect any unpaid Charges. (di)Third Party 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 lender/lessor may require you to maintain insurance,may make you responsible for various other costs and fees,and may
<br /> obligate you to pay the lender/lessor regardless of Protection 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 Existing
<br /> Equipment. 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 nonfunctioning 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 /> operational will 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 /> install Our pricing 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 determine that your existing equipment is incompatible or is not in good operating condition,then additional charges
<br /> may apply. (C)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 AGREEMENT.
<br /> Unless you have purchased and paid the full purchase price for the Equipment,in which case the risk of loss to the Equipment is solely yours,you must
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<br /> keep the 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 /> loss payee.'
<br /> 7. Termination of Services;Default. (A)We may,at any time upon twenty-four(24) hours prior notice,terminate this Agreement and the
<br /> Services at our option and without liability if:(1)Our Central Station,equipment or facilities,or the telephone network,are destroyed,damaged or
<br /> malfunction so that it is impractical for us to continue the Services;(2)We cannot acquire or retain the transmission connections or authorization to
<br /> transmit signals between your Premises and our Central Station or between our Central Station 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;(4)
<br /> The Equipment generates excessive false alarms due to circumstances beyond our reasonable control;or(5)You or your personnel fail to follow 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 operating 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 terminate this Agreement for any of these reasons,then we will refund any
<br /> advance Service Charges for Services 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 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 amounts due hereunder or under any other agreement you have with
<br /> us,and such failure 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 with any non-monetary obligation or covenant 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;(5)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 expenses,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 agreement between you and us.(D) You may terminate this Agreement if we breach any material provision hereof and we fail to cure
<br /> such breach within thirty(30)days following your viritten notice thereof. In addition,you may,upon thirty(30)days prior written notice,terminate this
<br /> Agreement if we become a debtor in a bankruptcy or other insolvency proceeding.
<br /> 8. Representations and Warranties. You represent and warrant that you:(a)requested the Equipment and Services specified 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 party;(b)man the Premises or
<br /> otherwise have the legal authority to authorize us to install the Equipment in the Premises;and(c)will comply with all laws,codes,and regulations
<br /> pertaining to the Premises and your use of the Equipment or our Services.
<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 AND OUR LIMITED LIABILITY UNDER THIS AGREEMENT,AND ARE NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS
<br /> CONTENTS,OR THE LIKELIHOODOR 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,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 INTENDED. AS SUCH:(I)YOU AGREE THAT THE
<br /> LIMITS ON OUR LIABILITY AND THE 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,YOU WAIVE ALL RIGHTS 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 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 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 /> 10. Indemnity;Limitation of Liability.
<br /> (a) Indemnity. We will hold you,your officers,directors,agents and employees,harmless from any claim, 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 the
<br /> negligent acts or omissions of Protection One,its agents or employees,during and within the scope of employment of such persons while present at a
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