SECURITY DEALER SIGNAL RELAY AGREEMENT

Transcription

1 SECURITY DEALER SIGNAL RELAY AGREEMENT THIS AGREEMENT WAS MADE ON THE DATE STATED BELOW BY AND BETWEEN IPDATATEL, LLC, A TEXAS LIMITED LIABILITY COMPANY, HEREINAFTER CALLED "COMPANY, AND ALARM DEALER (AS DEFINED HEREIN). ALARM DEALER BY CLICKING I AGREE CERTIFIES AND AFFIRMS 1) HE OR SHE HAS THE AUTHORITY TO BIND ALARM DEALER TO THIS AGREEMENT 2) CLICKING I AGREE WILL SERVE AS THE LEGALLY BINDING SIGNATURE OF ALARM DEALER 3) HE OR SHE ACKNOWLEDGES (PRIOR TO SIGNING) HE OR SHE HAS REVIEWED AND UNDERSTOOD THIS AGREEMENT IN ITS ENTIRETY, AND 4) HE OR SHE INTENDS FOR ALARM DEALER TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. WITNESSETH: That for the consideration and covenants specified herein, and on any Riders hereto, the parties do, for themselves, their successors, and permitted assigns mutually agree: 1. EQUIPMENT, INSTALLATION, AND SERVICE: Company provides, through various alarm equipment distributors, Broadband Alarm Transceiver and Cellular Transceiver products, together with related and other products, hereinafter referred to as a Product or Products. Alarm Dealer agrees to install the Products and any other equipment according to the Company s written instructions to the Alarm Dealer Subscriber s alarm system (collectively called the System ), and to fully test the System prior to its use. Alarm Dealer agrees that he or she has the technical expertise to properly install the Products and any other equipment. 2. RELAYED ALARM SIGNALS: Alarm Dealer acknowledges that Company is a Common Carrier, and upon receipt of an alarm signal data from the Alarm Dealer Subscriber s premises, received at Company s data facility, Company shall make every reasonable effort to retransmit the alarm signals promptly through electronic means, pursuant to Company s Dispatching Policy in effect from time to time, to the persons or entities listed by Alarm Dealer on Company s Notifications page of its website. If Alarm Dealer elects some or all signals to report to Alarm Dealer s alarm monitoring facility (whether self-owned or a third party), a response to an alarm system s signal will be handled by the alarm monitoring station of Alarm Dealer s choice. In addition, some or all signals may be programmed to be relayed directly to Alarm Dealer, Alarm Dealer s representatives, and/or Alarm Dealer s Subscriber(s) listed in Company s database; and such signals will be relayed by electronic means through , text messaging to a cellular telephone, and/or electronic voice messaging to a telephone number (collectively called Notifications ). Programming selections of Notifications are the sole responsibility of the Alarm Dealer or the Subscriber, if Alarm Dealer provides permissions to its Subscriber(s). 3. TERM: The term of this Agreement is month to month. This Agreement shall automatically renew for successive one month terms, unless either party gives the other party written notice of intent to terminate service under this Agreement, which notice shall be given to the other party at least thirty (30) days prior to the end of any term. Charges for relay services are monthly, and any portion of a month which a Product is on-line shall be charged for the entire monthly period. 4. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES: TO THE EXTENT PERMITTED BY LAW, EACH PARTY MAKES NO EXPRESS OR IMPLIED WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT NOR WARRANT THAT THE PRODUCTS, EQUIPMENT, AND/OR SERVICE (THE SYSTEM) HEREIN DESCRIBED MAY NOT BE COMPROMISED OR CIRCUMVENTED; THAT THE SYSTEM WILL PREVENT ANY LOSS BY BURGLARY, HOLD UP, FIRE, PHYSICAL INJURY, MEDICAL CONDITION OR ILLNESS, OR OTHERWISE; OR THAT THE SYSTEM WILL IN ALL CASES PROVIDE THE DETECTION, RELAY SERVICES, OR RESPONSE FOR WHICH IT IS INTENDED. ALARM DEALER ASSUMES ALL RISK OF LOSS AND/OR DAMAGE TO ALARM DEALER S AND/OR SUBSCRIBER S PREMISES AND THE CONTENTS THEREOF, OR INJURY OR DEATH TO ANY PERSON. ALARM DEALER UNDERSTANDS AND AGREES THAT COMPANY IS NOT AN INSURER; THAT INSURANCE, IF ANY, SHALL BE OBTAINED BY ALARM DEALER; THAT THE PAYMENTS PROVIDED HEREIN ARE BASED SOLELY ON THE VALUE OF THE SERVICES SET FORTH HEREIN AND ARE UNRELATED TO THE VALUE OF ALARM DEALER S SUBSCRIBER S PREMISES OR PROPERTY LOCATED ON SUCH PREMISES. EACH PARTY REPRESENTS THAT IT HAS NOT RELIED ON ANY STATEMENT, REPRESENTATION, ACTION, OR OTHER CONDUCT BY THE OTHER PARTY IN ELECTING TO ENTER INTO THIS AGREEMENT, AND THAT ABSENT SUCH REPRESENTATION THE OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT. ALARM DEALER AGREES THAT ANY AFFIRMATION OF FACT OR PROMISE MADE BY COMPANY SHALL NOT BE DEEMED TO CREATE AN

2 EXPRESS WARRANTY; THAT ALARM DEALER IS NOT RELYING ON COMPANY S SKILL OR JUDGMENT IN SELECTING OR FURNISHING A SYSTEM SUITABLE FOR ANY PARTICULAR PURPOSE; AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE CONTAINED IN THIS AGREEMENT. BECAUSE IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES, IF ANY, WHICH MAY RESULT FROM EITHER PARTY S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS HEREIN (INCLUDING WITHOUT LIMITATION THE EQUIPMENT, MONITORING, OR RELAY SERVICE), OR THE FAILURE OF THE SYSTEM OR EQUIPMENT IN ANY RESPECT WHATSOEVER, OR THE FAILURE OF ANY SYSTEM, SERVICE, PERSON, OR ENTITY TO RESPOND TO A SIGNAL OR TO NOTIFY ANY PERSON OR ORGANIZATION, DUE AMONG OTHER THINGS TO THE NATURE OF THE SERVICES TO BE PROVIDED HEREUNDER, THE UNCERTAIN VALUE OF ALARM DEALER S SUBSCRIBER S PREMISES OR PROPERTY KEPT ON SUCH PREMISES WHICH MAY BE AFFECTED BY SUCH EVENTS, THE UNCERTAINTY OF THE RESPONSE TIME OF ANY PERSON OR ENTITY RECEIVING A SIGNAL OR MESSAGE HEREUNDER, AND TO THE DIFFICULTY OF ESTABLISHING A CAUSAL CONNECTION BETWEEN ANY SUCH FAILURE AND ANY SUCH DAMAGES, THEREFORE, IF, NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, ANY LIABILITY IS IMPOSED ON EITHER PARTY, THE OTHER PARTY AGREES THAT EACH PARTY S LIABILITY SHALL BE LIMITED TO A SUM EQUAL TO TEN PERCENT (10%) OF THE ANNUAL MONITORING CHARGE OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS GREATER, AS LIQUIDATED DAMAGES, NOT AS A PENALTY. THIS LIABILITY SHALL BE THE EXCLUSIVE REMEDY OF EACH PARTY, AND THE PROVISIONS OF THIS SECTION SHALL APPLY TO LOSS OR DAMAGE, IRRESPECTIVE OF CAUSE OR ORIGIN, RESULTING DIRECTLY OR INDIRECTLY TO PERSONS OR PROPERTY, FROM PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS AGREEMENT, OR, TO THE EXTENT PERMITTED BY LAW, FROM NEGLIGENCE, ACTIVE OR OTHERWISE, OF THE PARTY, ITS AGENTS, ASSIGNS, OR EMPLOYEES. EACH PARTY ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT, ALL OF THE LIMITATIONS AND DISCLAIMERS HEREIN RELATING TO THE OTHER PARTY S LIABILITIES SHALL SURVIVE SUCH TERMINATION. IF ALARM DEALER WISHES COMPANY TO ASSUME A GREATER DOLLAR LIABILITY THAN PROVIDED FOR IN THIS AGREEMENT, ALARM DEALER MAY OBTAIN FROM COMPANY A HIGHER LIMIT BY PAYING A HIGHER SIGNAL RELAY / SERVICE CHARGE TO COMPANY. IF ALARM DEALER ELECTS TO EXERCISE THIS OPTION, A RIDER SHALL BE ATTACHED TO THIS AGREEMENT, SETTING FORTH SUCH HIGHER LIMIT AND ADDITIONAL COST, BUT SUCH RIDER SHALL IN NO WAY BE INTERPRETED TO HOLD COMPANY LIABLE IN EXCESS OF SUCH PROVISIONS. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL NOT APPLY WITH RESPECT TO THE PAYMENT OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR TO DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 5. AUTHORIZED PERSONNEL: Alarm Dealer shall authorize those persons that have access to alarm records to establish a unique username and password to access Company s website. Data programming for such relay of alarm signals to a third party and electronic Notifications, including an Alarm Dealer provided toll-free telephone number to Alarm Dealer s selection of an alarm monitoring company s alarm receiver, Alarm Dealer s and its Subscriber s telephone contacts, addresses, and text services, are the sole responsibility of the Alarm Dealer. All Notification original data, including updates, shall be made by the Alarm Dealer utilizing the Company password protected website portal. Alarm Dealer agrees to furnish the information for all persons authorized to enter the premises of Alarm Dealer and operate the System, such list to be on Company s Emergency Notifications tab of the website. 6. ALARM DEALER S RESPONSIBILITY: Alarm Dealer agrees to pay Company, in advance, the monthly charges provided in Alarm Dealer s Schedule of Services (subject to adjustment as provided in paragraph 15), in the manner set forth herein, during the term of this Agreement (as it may be extended). All recurring amounts shall be electronically billed by ACH or Credit Card. Alarm Dealer agrees to instruct and provide written operational instruction to each of its alarm Subscribers on how to properly operate and test the Subscriber s alarm system according to the procedure prescribed by the equipment manufacturer, which will help ensure maximum effectiveness of the System. Because Alarm Dealer and Company may not become aware of any defects in the System unless it is periodically tested, Alarm Dealer agrees to require its Subscriber test the System weekly, in accordance with applicable instructions. Alarm Dealer agrees to notify Company promptly in the event Alarm Dealer needs additional instruction on testing or use of the System. In the event any defect in the operation of the System develops, Alarm Dealer agrees to notify Company of such defective condition as soon as reasonably possible. Alarm Dealer is responsible for shipping any defective equipment to Company for repairs. Alarm Dealer agrees, at Alarm Dealer s sole cost unless otherwise specified, to inspect and replace as needed all parts to the System, including all batteries. The System requires 120-volt AC power (uninterrupted) to be supplied by Alarm Dealer s Subscriber. It is highly recommended

3 that Alarm Dealer advise the Subscribers on where the Subscriber can obtain an uninterruptable power supply (UPS) to power the Internet modem, router, and any other device that is critical to be functioning properly so that Internet alarm transmissions are not interrupted by a power failure. 7. FALSE REPORTS AND ALARMS: In the event a fine, penalty, or fee shall be assessed against Company by any governmental agency as a result of any false alarm or violation originating from Alarm Dealer s Subscriber s premises, Alarm Dealer agrees to reimburse Company for payment of the said false alarm fine, penalty or fee. In addition, in the event a false alarm originates from Alarm Dealer s Subscriber s premises and the System was intentionally, knowingly, or negligently activated when no emergency condition existed or the applicable instructions for operating and maintaining the System were not followed, such action shall be considered a material breach by Alarm Dealer, and Alarm Dealer shall indemnify and hold Company harmless for any costs or expenses incurred by Company, directly or indirectly, as a result of such false report. 8. TERMINATION AND BREACH: Company reserves the right to terminate this Agreement for any reason whatsoever by thirty (30) day notice given to Alarm Dealer. Amounts owed Company by Alarm Dealer greater than thirty (30) days past due shall cause a material breach of Agreement and such services herein are subject to immediate termination. 9. EVENTS OUTSIDE COMPANY S REASONABLE CONTROL: Company shall not be liable for failure to perform its obligations hereunder or for any interruption of service at any time due to strikes, riots, floods, storms, earthquakes, fires, power failures, insurrection, interruption of or unavailability of telephone or Internet service or equipment, acts of God or any other cause beyond the reasonable control of Company, including without limitation (i) Company s monitoring facility, Internet, connecting wires, radio repeater facilities, or other equipment, malfunctioning, having been damaged or destroyed by fire or other catastrophe or by any other means or (ii) Company being unable to either secure or retain the connections, licenses or privileges necessary for the transmission of signals between Alarm Dealer s premises and Company s monitoring facility or between Company s monitoring facility and any persons or entities listed by the Alarm Dealer on Company s Emergency Notifications page; and Company will not be required to supply service to Alarm Dealer while any interruption of service due to any such cause shall continue. 10. COMPANY S OBLIGATION: Company s obligation hereunder, following Alarm Dealer s successful installation of the Products to Alarm Dealer s System, relates solely to the signal relay monitoring of the specified System and to endeavor to retransmit any alarm received from Alarm Dealer s Subscriber s System to the persons or entities listed by the Alarm Dealer on Company s Emergency Notifications page most recently received by Company. Company is not obligated to maintain, repair, or to assure operation of any property, System, or any devices of Alarm Dealer, the Subscriber, or of others to which Company s System may be attached, nor to repair or redecorate any portion of Alarm Dealer s premises upon removal of all or part of the System. Alarm Dealer understands that Company will not send any personnel to Alarm Dealer s Subscriber s premises in response to any alarm received and that Company does not represent that anyone contacted by Company will respond to such contact. Alarm Dealer releases Company from any responsibility or liability for any failure or delay in so relaying such signals. Alarm Dealer acknowledges that the persons or entities listed by the Alarm Dealer from time to time on Company s Emergency Notifications tab (including without limitation governmental authorities, private patrol or guard services) are not the employees or contractors of Company, and Company does not set the policies of any such persons or entities, nor warrant a response, if any, by any such person or entity. Alarm Dealer understands that alarm companies and equipment suppliers offer several levels of alarm systems, that the equipment listed herein and the System have been chosen by Alarm Dealer and its Subscriber after considering and balancing the levels of detection afforded by various types of systems and related costs. 11. INDEMNIFICATION BY ALARM DEALER: ALARM DEALER AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES ( COMPANY INDEMNITEES ) FROM AND AGAINST ANY AND ALL THIRD PARTY LIABILITIES, DEMANDS, LOSSES, DAMAGES, COSTS, EXPENSES, FINES, AMOUNTS PAID IN SETTLEMENTS OR JUDGMENTS, AND ALL OTHER REASONABLE EXPENSES AND COSTS INCIDENT THERETO, INCLUDING REASONABLE ATTORNEYS FEES (COLLECTIVELY REFERRED TO AS DAMAGES ) ARISING OUT OF OR RESULTING FROM ALARM DEALER S NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF ANY DEMAND OR CLAIM IS MADE OR SUIT IS COMMENCED AGAINST A COMPANY INDEMNITEE FOR WHICH ALARM DEALER HAS AN INDEMNITY OBLIGATION, WRITTEN NOTICE OF SUCH SHALL BE PROVIDED TO ALARM DEALER, ALARM DEALER SHALL UNDERTAKE THE DEFENSE OF ANY SUCH SUIT, AND SUCH COMPANY INDEMNITEE SHALL REASONABLY COOPERATE WITH ALARM DEALER IN THE DEFENSE OF THE DEMAND, CLAIM OR SUIT, AT ALARM

4 DEALER S SOLE EXPENSE. ALARM DEALER SHALL HAVE THE RIGHT TO COMPROMISE SUCH CLAIM AT ALARM DEALER S EXPENSE FOR THE BENEFIT OF SUCH COMPANY INDEMNITEE; PROVIDED, HOWEVER, ALARM DEALER SHALL NOT HAVE THE RIGHT TO OBLIGATE COMPANY INDEMNITEE IN ANY RESPECT IN CONNECTION WITH ANY SUCH COMPROMISE WITHOUT THE WRITTEN CONSENT OF COMPANY INDEMNITEE. NOTWITHSTANDING THE FOREGOING, IF ALARM DEALER FAILS TO ASSUME ITS OBLIGATION TO DEFEND, COMPANY INDEMNITEE MAY DO SO TO PROTECT ITS INTEREST AND SEEK REIMBURSEMENT FROM ALARM DEALER. ALARM DEALER HEREBY WAIVES ANY RIGHT TO SUBROGATION, AND AGREES NOT TO PARTICIPATE WITH ANY INSURANCE COMPANY OR ANY OTHER THIRD PARTY IN ANY SUBROGATION AGAINST COMPANY INDEMNITEE. 12. INDEMNIFICATION BY COMPANY: COMPANY AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS ALARM DEALER AND ITS AFFILIATES, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES ( ALARM DEALER INDEMNITEES ) FROM AND AGAINST ANY AND ALL THIRD PARTY LIABILITIES, DEMANDS, LOSSES, DAMAGES, COSTS, EXPENSES, FINES, AMOUNTS PAID IN SETTLEMENTS OR JUDGMENTS, AND ALL OTHER REASONABLE EXPENSES AND COSTS INCIDENT THERETO, INCLUDING REASONABLE ATTORNEYS FEES (COLLECTIVELY REFERRED TO AS DAMAGES ) ARISING OUT OF OR RESULTING FROM (I) ANY INFRINGEMENT, MISAPPROPRIATION OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT RESULTING FROM THE POSSESSION AND/OR USE OF THE PRODUCTS, SYSTEM, SERVICES AND/OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT; OR (II) COMPANY S NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF ANY DEMAND OR CLAIM IS MADE OR SUIT IS COMMENCED AGAINST AN ALARM DEALER INDEMNITEE FOR WHICH COMPANY HAS AN INDEMNITY OBLIGATION, WRITTEN NOTICE OF SUCH SHALL BE PROVIDED TO COMPANY, COMPANY SHALL UNDERTAKE THE DEFENSE OF ANY SUCH SUIT, AND SUCH ALARM DEALER INDEMNITEE SHALL REASONABLY COOPERATE WITH COMPANY IN THE DEFENSE OF THE DEMAND, CLAIM OR SUIT, AT COMPANY S SOLE EXPENSE. COMPANY SHALL HAVE THE RIGHT TO COMPROMISE SUCH CLAIM AT COMPANY S EXPENSE FOR THE BENEFIT OF SUCH ALARM DEALER INDEMNITEE; PROVIDED, HOWEVER, COMPANY SHALL NOT HAVE THE RIGHT TO OBLIGATE ALARM DEALER INDEMNITEE IN ANY RESPECT IN CONNECTION WITH ANY SUCH COMPROMISE WITHOUT THE WRITTEN CONSENT OF ALARM DEALER INDEMNITEE. NOTWITHSTANDING THE FOREGOING, IF COMPANY FAILS TO ASSUME ITS OBLIGATION TO DEFEND, ALARM DEALER INDEMNITEE MAY DO SO TO PROTECT ITS INTEREST AND SEEK REIMBURSEMENT FROM COMPANY. COMPANY HEREBY WAIVES ANY RIGHT TO SUBROGATION FOR CLAIMS ARISING OUT OF INTELLECTUAL PROPERTY AS CONTEMPLATED IN THIS PARAGRAPH, AND AGREES NOT TO PARTICIPATE WITH ANY INSURANCE COMPANY OR ANY OTHER THIRD PARTY IN ANY SUBROGATION AGAINST ALARM DEALER INDEMNITEE. 13. BROADBAND & CELLULAR ALARM TRANSCEIVERS: Alarm Dealer shall have within its written Subscriber monitoring service agreement with each Subscriber the requirement for the Subscriber to furnish the System and Products with the proper communication broadband Internet service to enable signals to be transmitted when Broadband Alarm Transceivers are utilized. Alarm Dealer acknowledges that this involves use of a non-supervised telephone or satellite facilities; that the System and Internet Products utilizes the Alarm Dealer subscriber s broadband Internet lines which are wholly beyond the supervision and control of Company, and are maintained and serviced by the applicable telephone, satellite, or Internet supplier; that in the event Alarm Dealer s telephone line fails or is cut, or satellite service interrupted, the System will not communicate alarms to Company s relay monitoring facility. Cellular radio transceivers are less susceptible to outages due to these aforementioned failures. Cellular Products may be used alternatively or in addition to the Internet Products to increase the level of monitoring integrity. If cellular technology is used, Alarm Dealer acknowledges that this involves use of nonsupervised cellular facilities; that the System utilizes the cellular networks which are wholly beyond the supervision and control of Company, and are maintained and serviced by the applicable wireless telephone or satellite supplier. Alarm Dealer also acknowledges that in some state and local jurisdictions, that fire alarm signal monitoring must be performed by UL or FM listed equipment, and that the Products which are not listed for this purpose, should only be used in addition to listed equipment as an auxiliary device. 14. PERMIT TO OPERATE ALARM SYSTEM: Alarm Dealer acknowledges that in some local areas it is a requirement to obtain a permit or license to install and/or operate an alarm system. Alarm Dealer agrees to secure any permit or license that might be required, and Alarm Dealer acknowledges that the cost, if any, of the permit or license will be borne by Alarm Dealer, along with any additional charges that might be imposed on Alarm Dealer. Alarm Dealer agrees to maintain any such permit or license during the term of this Agreement and for any renewals of this Agreement.

5 15. TAXES; INCREASE IN CHARGES AND MONTHLY PAYMENTS: Alarm Dealer agrees to pay all taxes, fees, permits, licenses and charges imposed by any governmental authority that relate to the installation, service or operation of the System, and to pay any increase in charges levied against Company by the public utility providing wire connections for the transmission of signals between Alarm Dealer s premises and Company s monitoring facility, or any persons or entities listed by the Alarm Dealer on Company s Emergency Notifications form. Alarm Dealer additionally agrees that Company may, at its option and upon thirty (30) days written notice to Alarm Dealer, increase service fees. 16. ATTORNEY S FEES: In the event it shall become necessary for Company to institute legal proceedings to collect unpaid charges as set forth herein, including any other service that was rendered in connection with the System, then and in such proceedings the unsuccessful party shall pay to the successful party reasonable attorneys fees where permitted by law. 17. ASSIGNABILITY: This Agreement may not be assigned by Alarm Dealer without first obtaining the prior written consent of Company. Company has the unlimited right to assign part or all of this Agreement without Alarm Dealer s consent. 18. ADDITIONAL CHARGES AND FEES: If any charge due hereunder from Alarm Dealer becomes more than thirty (30) days past due, Alarm Dealer agrees to pay Company (in addition to all other amounts that may be due) the sum of Ten Dollars ($10.00) for additional bookkeeping and notification costs. In addition, Alarm Dealer agrees to pay interest on all delinquent amounts at the lesser of 1.5% per month or the maximum legal rate permitted to be charged. In the event any check issued by Alarm Dealer is returned for insufficient funds, Alarm Dealer agrees to pay Company a Twenty Dollar ($20.00) charge for each such check. 19. PARTIAL INVALIDITY; PERFORMANCE AND VENUE; GOVERNING LAW: If any provision of this Agreement is invalid, that will not affect the rest of this Agreement. This Agreement is performable in Harris County, Texas, and payments are to be made at Company s office address. Venue for any proceeding relating to this Agreement shall be exclusively in Harris County, Texas. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without giving effect to the choice of law provisions of such jurisdiction. 20. NOTICES: All notices under this Agreement are to be in writing, signed, dated and sent by registered or certified U.S. Mail, postage prepaid, return receipt requested, to Alarm Dealer or Company at the address shown below (which, for Alarm Dealer, shall be the alternate billing address, if any is listed, or, if not, the alarm site street address). All changes of address must be in writing and delivered as provided in this section. Notices are deemed given when deposited, as described above, with the US Postal Service mail. COMPANY ADDRESS: Southwest Freeway, Sugar Land, Texas COMPLETE AGREEMENT: Any representation, promise, condition, inducement or warranty, express or implied, unless contained in writing in this Agreement, shall not bind either party, and the terms and conditions hereof apply as printed or available on Company s website without alterations or qualifications except as specifically agreed to in writing by the Company and Alarm Dealer. It is understood and agreed by the parties that if there is any conflict between this Agreement and any other document, this Agreement will govern, whether such other document is prior to or subsequent to this Agreement. This Agreement may be amended only in a writing signed by each party. 22. SUBCONTRACT: Company has the exclusive right to subcontract any portion of this Agreement, including but not limited to, installation, service, maintenance, monitoring or otherwise. Alarm Dealer acknowledges and agrees that any subcontractor hired by Company shall have the same protection afforded Company under the provisions of this Agreement. 23. LICENSE OF ALARM DEALER: Alarm Dealer agrees to maintain the necessary state and/or local licenses in order to operate a security systems installation and monitoring firm. 24. RESPONDING AUTHORITIES: Alarm Dealer understands and agrees that Company is relying on information provided by Alarm Dealer from time to time on Company s Emergency Notifications form as to the proper emergency contacts to be contacted as a result of receiving an alarm from Alarm Dealer s premises. Alarm Dealer acknowledges that, as to any police, fire, ambulance, emergency medical, or guard authorities so listed by Alarm Dealer, that Company has the right, but not the obligation, to change or modify the authority or contact information (including telephone numbers) for such authorities for any

6 of the following reasons: (i) an authority requires alarm firms to call a particular number when reporting an alarm, (ii) the telephone number is incorrect or is not the best number for that authority or (iii) the authority s area code changes. 25. RECEIPT OF COPY(IES): Alarm Dealer acknowledges receipt of copy of this Agreement. 26. ADDITIONAL TERMS: The additional terms and conditions contained herein, Emergency Notifications, and Dispatch Policy, and any attachments are incorporated herein and by reference are made a part hereof. Neither Alarm Dealer or any employee, agent, contractor, or assign of Company has any authority to change, add or delete any of the pre-printed or computer screen displayed provisions of this Agreement, without the express written permission of Company s management. 27. SUBSCRIBER SERVICE AGREEMENTS. Alarm Dealer agrees that it will have a written agreement with each Subscriber, and such agreement will carefully and accurately set out the services of the Products, and will have limits of liability and warranty, and testing requirements, substantially similar to, and not less favorable to Company than, those contained in this Agreement. 28. DEALER REPRESENTATION OF PRODUCT. Alarm Dealer agrees to represent to its potential customers and/or Subscribers the Products accurately. The features of the Products can be found on ipdatatel s website ( Alarm Dealer will take immediate action in order to correct any inaccuracy that Company discovers and then notifies the Alarm Dealer.