Terms and Conditions: EATEL Business Security

Business Services

The entirety of this Agreement applies to business clients only. Non-business customers should visit www.eatel.com/policies to access EATEL’s on-line business policies.

For business customers, EATEL Business Security is a system for securing Client’s business premises. These Terms and Conditions only apply to EATEL Business Security. Data security for businesses may be purchased separately and is subject to separate Terms and Conditions.

The entirety of this Agreement supplements the “Master Service Agreement for Business Services” and the “Terms and Conditions: General” for those clients receiving access to EATEL Business Security. Clients who contract for business services should reference https://www.eatelbusiness.com/terms-and-policies for all applicable policies.

The terms contained herein apply in addition to the terms provided in the “Master Service Agreement for Business Services” and the “Terms and Conditions: General” for those Clients receiving access to EATEL Business Security services. Where there is a conflict between the “Master Service Agreement for Business Services” and this specific set of terms specific to security services, this document prevails. Where there is a conflict between the general terms set forth at https://www.eatelbusiness.com/terms-and-policies, including the terms set forth in the “Terms and Conditions: General” document, the security-specific terms set forth below prevail. Written and/or electronic documents may refer to Subscriber and Client interchangeably; written and/or electronic documents may refer to Company, Provider, and EATEL interchangeably.

All security services provided pursuant to the entirety of this Agreement are subject to the Terms and Conditions found at www.eatelbusiness.com and any written amendments or additions signed by the Client upon presentation by PROVIDER subsequent to this document.

If applicable, Client agrees to pay fees and charges tariffed or as specified online at www.eatel.com for EATEL and www.viscom.net for Vision Communications. Such information may also be obtained by calling Business Customer Service for EATEL at 225-621-4100.

(A) INSTALLATION: Provider agrees to install or cause to be installed and to service on the premises of Client, specified in the Business Service Agreement. The equipment may be leased or purchased from Provider, as indicated in the Business Service Agreement.

 

Client authorizes Provider to install or cause to be installed, the System as specified on the Business Service Agreement, including connections necessary to transmit the necessary signals from the premises of Client, if any. Should Client need additional services or products agreed upon during the installation process, Client may be given the opportunity to order additional products or services on the Acknowledgement of Installation Form available at installation. Products or services added on the Acknowledgement of Installation Form that require additional costs to the Client shall constitute an amendment to the Business Services Agreement.

Client further agrees to allow Provider to remove any prior-installed alarm equipment that in the opinion of the Provider may interfere with the installation and/or maintenance of EATEL’s Business Security system, whether such removal is required at the time of initial installation or at any time thereafter. Client understands that any smoke/heat detectors installed by, or taken over by Provider are supplemental to the existing smoke/heat detection system in Client’s facilities. Provider-installed smoke/heat detectors allow Provider to monitor for alarm events involving excessive smoke or heat. The Provider system is not intended as a primary fire alarm system, nor is it intended to satisfy Clients’s obligation to comply with applicable state or local fire or building codes in Client’s area. Client is required to properly maintain all smoke/ heat detection systems and other specialized sensors, including the replacement of batteries. Battery powered detection devices will not operate, and the alarm will not sound, if the batteries are low or fully depleted. Client should test all smoke/heat detectors at least on a monthly basis to ensure proper operation and replace smoke/heat detectors as recommended by the manufacturer.

All signals are transmitted over telephone company leased lines, radio band, or by alternate means, which are wholly beyond the control and jurisdiction of Provider, and which are maintained and serviced by the applicable telephone company or other service provider. Wiring (if any) for System will be of non-plenum type except where required by code, and Provider does not represent that all wiring installed in the premises of Client will be concealed or be installed in conduit, unless specified otherwise herein.

Errors or omissions in installation of EATEL’s Business Security system, including but not limited to failure to wire points of equipment, shall be called to the attention of Provider by Client in writing within three (3) days of completion of the installation. Upon the expiration of the three (3) day period, the installation and the equipment shall be deemed accepted by Client.

(B) TERM AND PAYMENT: Client agrees to pay in accordance with the Business Service Agreement. Client agrees to pay any additional costs and fees for the purchase or lease of and installation of the equipment included on the Acknowledgement of Installation Form, the Business Service Agreement, or any Amendment to the Business Service Agreement.

(C) ACKNOWLEDGEMENTS: Client shall acknowledge the following on the Acknowledgement of Installation Form upon installation:

1. Client acknowledges receipt of copy and/or electronic copy of the entirety of this Agreement, including the “Master Service Agreement for Business Services,” the “Business Service Agreement” and any terms and conditions set forth therein and Schedule I from Alarm.com, along with any amendments to the Business Service Agreement set forth in the Acknowledgement of Installation Form.

2. Client further acknowledges that multiple communication paths should be utilized to reach the monitoring station.

3. Client further acknowledges recommendations of a fire alarm system that meets fire code.

4. Client acknowledges that it is Client’s sole responsibility to obtain any legally-mandated local or state registrations or permits for the use of a security system on Client’s premises timely.

(D) ELECTRONIC SIGNATURES: The entirety of this Agreement may be executed in any number of counterparts, any one of which need not contain the signature of more than one party, but all of which shall together constitute one and the same instrument. The parties agree that the entirety of this Agreement and the signatures may be affixed hereto and delivered electronically that all such electronic signatures and the entirety of this Agreement shall be deemed to be originals for all purposes and given the same legal force and effect as an original Agreement with original signatures.

(E) WARRANTIES: IN ADDITION TO ANY PREVIOUS DISCLAIMERS OF WARRANTY OR LIABILITY IN THE “MASTER SERVICE AGREEMENT FOR BUSINESS SERVICES” AND THE “TERMS AND CONDITIONS: GENERAL,” PROVIDER DOES NOT REPRESENT NOR WARRANT THAT THE ALARM SYSTEM HEREIN DESCRIBED MAY NOT BE COMPROMISED OR CIRCUMVENTED; OR THAT THE SYSTEM WILL PREVENT ANY LOSS BY BURGLARY, HOLDUP, FIRE OR OTHERWISE, OR THAT THE SYSTEM WILL IN ALL CASES PROVIDE THE DETECTION FOR WHICH IT IS INTENDED. CLIENT ACKNOWLEDGES AND AGREES THAT PROVIDER IS NOT AN INSURER; THAT CLIENT ASSUMES ALL RISK OF DAMAGE TO CLIENT’S PREMISES OR CONTENTS THEREOF; THAT ANY AFFIRMATION OF FACT OR PROMISE MADE BY PROVIDER SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY; THAT CLIENT IS NOT RELYING ON PROVIDER’S SKILL OR JUDGEMENT IN SELECTING OR FURNISHING A SYSTEM SUITABLE FOR ANY PARTICULAR PURPOSE; THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE IN THE FACE OF THE AGREEMENT THEREOF.

(F) AUTHORIZED PERSONNEL: Client agrees to furnish to Provider forthwith a list of the names, titles, addresses and phone numbers of all persons authorized to enter the premises of the Client. Such persons shall be supplied by Provider with a code number or word. Client agrees to furnish to Provider forthwith an authorized daily and holiday opening and closing schedule in writing, if commercial. All changes, revisions and modifications to the above shall be supplied to Provider, in writing.

(G) OFF-PREMISES MONITORED ALARMS: Provider, upon receipt of an alarm signal from the Client’s premises, shall make every reasonable effort to transmit the alarm promptly to the headquarters of the police, guard or the fire department having jurisdiction, unless there is just cause to assume that if an emergency condition does not exist, and then Provider shall make a reasonable effort to notify the Client or his designated representative by telephone, unless instructed to do otherwise by the Client, in writing.

(H) CLIENT’S RESPONSIBILITY: Client hereby grants permission to Provider, its authorized employees and contractor to enter upon Client’s premises as reasonably directed by Client, to perform the work and any follow-up service related to services provided as agreed herein. Client warrants that Client has the authority to grant such permission and that such authority includes authority from all necessary parties to permit access and attachment and installation of all services, and to remove leased equipment at termination of contract. Client shall carefully and properly set the System immediately prior to the closing of the premises and carefully test the System daily during the term of the entirety of this Agreement. In the event any defect in the operation of the System develops, Client shall notify Provider and Provider will repair such defective condition as soon as reasonably possible after receipt of notice from Client. Client agrees prior to setting the System for closed periods to test motion detectors, door/window switch, hold-up switch sounder, capacitance device, smoke-heat detector, or any other electronic equipment designated on the Schedule of Equipment, according to procedures prescribed by Provider: to notify Provider promptly in the event such equipment fails to respond to any such tests and at Client’s sole cost inspect and replace as needed all batteries in wireless transmitters, wireless hold-up/money clips, etc. In addition, Client agrees to operate the System according to the current procedure prescribed by Provider. Client agrees to notify Provider promptly in the event Client needs additional instruction on testing or use of equipment. Client shall be responsible for all loss or damage associated with equipment purchased or leased pursuant to the entirety of this Agreement or any associated form. Except as provided herein, Client shall have the obligation to replace any and all equipment destroyed or damaged at his own cost and shall not be relieved of any obligation relative to the initial or renewal term associated with the entirety of this Agreement.

(I) DISTURBING CONDITIONS: Where any device or equipment is supplied, including but not limited to space detection, which is affected by turbulence of air or other disturbing conditions, Client agrees to turn off or remove all things, animate or inanimate, including but not limited to all force heaters, air conditioners, animated display signs, animals, coverings of chemical vats, compressors and any other source of air turbulence or movement which may interfere with the effectiveness of the System, while System is operating. Client also agrees to exterminate premises, to keep premises free from rodents, and insects, or otherwise that might affect the operation of the System.

(J) POWER SUPPLY: Client also agrees to supply 120-volt AC power, uninterrupted, to any device in the System that requires such electrical power.

(K) FALSE REPORT: In the event Client shall cause an excessive number of false alarms through the carelessness, malicious or accidental use of the System or in the event Client shall in any manner misuse or abuse the alarm System, it shall constitute a material breach of contract on the part of the Client and Provider may at its option, in addition to all other legal remedies, be excused from further performance upon the giving of ten (10) days’ notice to Client. Provider’s excuse from performance will not affect Provider’s right to recover damages from Client. In the event a fine, penalty or fee shall be assessed against Provider by any governmental agency as a result of any false alarm originating from Client’s premises, Client agrees to reimburse Provider for payment of the said false alarm fine, penalty or fee. In the event Provider shall dispatch an agent to respond to a false alarm originating from Client’s premises, where Client intentionally, knowingly, or negligently activates the alarm System and no emergency condition exists, then and in that event, Client is to pay Provider the sum of minimum applicable hourly rate at the time of the false report.

(L) DEFAULT, TERMINATION AND LIQUIDATED DAMAGES: In addition to any liquidated damages or termination fees allowed under the terms of the “Master Service Agreement for Business Services” and the “Terms and Conditions: General”, equipment purchase and/or lease charges, if unpaid at the Provider’s termination of services for Client’s material breach or failure to pay sums due, will be immediately due and owed by Client to Provider as additional termination liability. SUCH AMOUNT SHALL BE PAID AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. This provision shall survive termination of the Agreement. In addition, in the event of any default of whatever nature by Client, or upon expiration of the agreement or any renewal term thereof, Client consents to Provider entering any premises where the property of Provider may be located for the purpose of removing all or part of the equipment belonging to Provider, and Client agrees to pay Provider all accrued charges incurred prior to the date of termination, together with all sums to which Provider may be entitled to under the law by virtue of said default. Removal of the equipment or other items by Provider shall not constitute a breach by Provider of the entirety of this Agreement or a waiver of Provider’s right to damages to which it may be entitled under the terms of the entirety of this Agreement or other provisions of law.

(M) SUSPENSION OR CANCELLATION OF THE ENTIRETY OF THIS AGREEMENT: The entirety of this Agreement will be suspended, upon the occurrence of any such event, without liability or penalty, in the event the Provider’s Central Station connecting wires, radio repeater/tower, or other equipment are destroyed by fire, other catastrophe or by any other means, or is so substantially damaged that it is impractical to continue service; or in the event that Provider is unable to either secure or retain the connections, licensees, or privileges necessary for the transmission of signals between Client’s premises and Provider’s Central Station or between the Public Police, Guard and Fire Departments, or for any other reason whatsoever. Provider, at its option, may reinstate or cancel the entirety of this Agreement.

(N) PROVIDER’S OBLIGATION: Provider’s obligation hereunder relates solely to the servicing of the specified System and Provider is not obligated to maintain, repair or assure operation of the property, or any devices of the Client or of others to which Provider’s System may be attached, nor to repair or redecorate any portion of the Client’s premises upon removal of all or part of Provider’s System.

(O) PROVIDER IS NOT AN INSURER: IT IS UNDERSTOOD AND AGREED: PROVIDER IS NOT AN INSURER; THAT INSURANCE, IF ANY, SHALL BE OBTAINED BY CLIENT; THAT THE PAYMENTS PROVIDED HEREIN ARE BASED SOLELY ON THE VALUE OF THE SERVICES SET FORTH HEREIN AND ARE UNRELATED TO THE VALUE OF CLIENT PREMISES OR PROPERTY OR THE PROPERTY OF OTHERS LOCATED ON THE PREMISES; THAT PROVIDER MAKES NO GUARANTEE OR WARRANTY INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE THAT THE EQUIPMENT, INSTALLATION OR SERVICES SUPPLIED WILL AVERT OR PREVENT OCCURRENCES OR THE CONSEQUENCES THEREFROM WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT. CLIENT ACKNOWLEDGES THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES, IF ANY, WHICH MAY APPROXIMATELY RESULT FROM A FAILURE TO PERFORM ANY OF THE OBLIGATIONS HEREIN, INCLUDING BUT NOT LIMITED TO INSTALLATION, MAINTENANCE, SERVICE, OR MONITORING, OR THE FAILURE OF SYSTEM TO PROPERLY OPERATE WITH RESULTING LOSS TO CLIENT BECAUSE OF, AMONG OTHER THINGS:

(a) THE UNCERTAIN AMOUNT OF VALUE OF CLIENT’S PREMISES, OR CLIENT’S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED, OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT;

(b) THE UNCERTAINTY OF THE RESPONSE TIME OF ANY POLICE, GUARD, OR FIRE DEPARTMENT, SHOULD THE POLICE, GUARD, OR THE FIRE DEPARTMENT BE DISPATCHED AS A RESULT OF A SIGNAL BEING RECEIVED OR AN AUDIBLE DEVICE SOUNDING;

(c) THE INABILITY TO ASCENTAIN WHAT PORTION, IF ANY, OF ANY LOSS WOULD BE PROXIMATELY CAUSED BY PROVIDER’S FAILURE TO PERFORM OR BY ITS EQUIPMENT TO OPERATE; OR

(d) THE NATURE OF THE SERVICE TO BE PERFORMED BY THE PROVIDER

CLIENT AGREES THAT DAMAGES (IF ANY) WILL BE FIXED AS HEREIN SPECIFIED IN SECTION ‘’E” OF THE SERVICE AGREEMENT ABOVE. CLIENT UNDERSTANDS AND AGREES THAT THE SERVICES RENDERED BY PROVIDER ARE PROFESSIONAL SERVICES, THE ESSENCE OF WHICH IS PROVIDING ADVICE, JUDGMENT, OPINION, OR OTHER PROFESSIONAL SKILL, AND THAT NEITHER THE PROVIDER NOR ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES HAVE MADE ANY EXPRESS REPRESENTATIONS OF FACT OR ANY WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER AFFECTING THE CLIENT OR THE ENTIRETY OF THIS AGREEMENT. CLIENT FURTHER REPRESENTS THAT CLIENT HAS NOT RELIED ON ANY STATEMENT, REPRESENTATION, ACTION, OR OTHER CONDUCT BY PROVIDER IN ELECTING TO ENTER INTO THE ENTIRETY OF THIS AGREEMENT, AND THAT ABSENT SUCH REPRESENTATION, THE PROVIDER WOULD NOT HAVE ENTERED INTO THE ENTIRETY OF THIS AGREEMENT.

(P) INDEMNIFICATION: IN THE EVENT ANY PERSON OR ENTITY SHALL MAKE ANY CLAIM OR FILE ANY LAWSUIT AGAINST PROVIDER FOR ANY REASON RELATING TO PROVIDER’S DUTIES AND OBLIGATIONS PURSUANT TO THE ENTIRETY OF THIS AGREEMENT, INDEMINIFICATION, AS SET FORTH IN THE MASTER SERVICE AGREEMENT, SHALL ADDITIONALLY INCLUDE, BUT NOT BE LIMITED TO, THE DESIGN, INSTALLATION, MAINTENANCE, SERVICE, OPERATION OR NON-OPERATION OF THE SYSTEM. CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD PROVIDER HARMLESS FROM ANY AND ALL CLAIMS AND LAWSUITS, INCLUDING THE PAYMENT OF ALL DAMAGES, EXPENSES, COSTS AND ATTORNEY’S FEES, WHETHER THESE CLAIMS BE BASED UPON ALLEGED INTENTIONAL CONDUCT, ACTIVE OR PASSIVE NEGLIGENCE, OR STRICT OR PRODUCT LIABILITY ON THE PART OF PROVIDER, ITS AGENTS, SERVANTS OR EMPLOYEES. CLIENT HEREBY WAIVES RIGHT TO SUBROGATION, AND AGREES NOT TO PARTICIPATE WITH ANY INSURANCE PROVIDER OR ANY OTHER THIRD PARTY IN ANY SUBROGATION AGAINST PROVIDER. TO AVOID ANY DOUBT WHATSOEVER, THIS PROVISION SHALL SURVIVE TERMINATION OF THE AGREEMENT BETWEEN CLIENT AND PROVIDER.

(Q) ELECTRONIC SIGNATURES: The entirety of this Agreement may be executed in any number of counterparts, any one of which need not contain the signature of more than one party, but all of which shall together constitute one and the same instrument. The parties agree that the entirety of this Agreement and the signatures may be affixed hereto and delivered electronically that all such electronic signatures and the entirety of this Agreement shall be deemed to be originals for all purposes and given the same legal force and effect as an original Agreement with original signatures.

(R) DIGITAL DIALER COMMUNICATORS: Client acknowledges: (1) that this is a non-supervised digital communicator system; (2) that the System may utilize Client’s voice telephone lines or other forms of connectivity which may be wholly beyond the supervision and control of Provider; and (3) that in the event Client’s telephone line fails or is cut, the System will not communicate alarms to the monitoring station. If Client desires additional supervision and so notifies and contracts with Provider for additional service, a Long Range Radio or other device may be used to increase the level of monitoring integrity. Client agrees to furnish Provider with the proper data communication telephone line to enable signals to be transmitted. In addition, Client agrees to operate the RJ-31X test jack when testing telephone line continuity, and agrees to notify Provider if System fails to respond to test, when jack is provided. Client acknowledges that Digital Dialer Communicator Software is the sole property of Provider.

(S) PERMIT TO OPERATE ALARM SYSTEM: Client acknowledges that in some local areas it is a requirement to obtain a permit or license to operate an alarm system. Client agrees to secure any permit that might be required, and Client acknowledges that the cost, if any, of the permit or license will be that of the Client’s along with any additional charges that might be imposed on Client. Client agrees to maintain any permit or license during the term of the entirety of this Agreement and for any automatic renewals of the entirety of this Agreement.

(T) TAXES; INCREASE IN TERMS, CONDITIONS, CHARGES AND MONTHLY PAYMENTS: Client agrees to pay, in addition to the charges therein, all taxes, fees, permits, licenses and charges imposed by any governmental authority relating to the installation, equipment, service, or operation of the System, and to pay any increase in charges levied against the Provider by the service provider providing connectivity for the transmission of signals between Client’s premises and Provider’s central station or Police/Guard/Fire Department. Client additionally agrees that Provider may, at its option and upon thirty (30) days written notice to Client, increase the monthly service fee at any time after the expiration of the initial contract term agreed by both parties on the first page of the entirety of this Agreement, and at any time thereafter provided that there shall be no more than one such increase during any twelve-month renewal period.

(U) OWNERSHIP AND PROTECTION OF EQUIPMENT: The entire System, including all devices, instruments, appliances, connections, wires, conduits and other materials associated therewith, except telephone company leased lines or other equipment or facilities, is the property of the Client unless otherwise stated. Client agrees not to attach or use any equipment in conjunction with the System(s) furnished hereunder that is not provided by the Provider. Client expressly covenants and agrees not to move, disturb, damage or otherwise interfere with the operation of the System, nor to permit others to do so. Client agrees that the System(s) shall remain in the same location as installed.

(V) PURCHASE EQUIPMENT: a) Client Owned Equipment: Client acknowledges that in the event of a sale of all or part of the equipment provided herein, the Schedule of Equipment will list individually what will be purchased by Client. In the event of defect in equipment and if equipment fails to respond to tests, Provider, at its expense, will repair defective conditions as soon as reasonably possible, after receipt of notice from Client for a period of one (1) year from installation, unless otherwise stated. After this, repair, if any, will be the expense of Client. Client shall be responsible for all loss or damage associated with equipment purchased pursuant to the entirety of this Agreement. Except as provided herein, Client shall have the obligation to replace any and all equipment destroyed or damaged at his own cost and shall not be relieved of any obligation relative to the initial or renewal term associated with the Service Agreement.

b) Client Leased Equipment: Client acknowledges that in the event of a lease of all or part of the equipment provided herein, the Equipment Issue/Return form may list individually what will be leased by Client. In the event of defect in equipment and if equipment fails to respond to tests, Provider, at its expense, will repair defective conditions as soon as reasonably possible, after receipt of notice from Client for a period of one (1) year from installation, unless otherwise stated. After this, repair, if any, will be the expense of Client. Client shall be responsible for all loss or damage associated with equipment leased pursuant to the entirety of this Agreement. Except as provided herein, Client shall have the obligation to replace any and all equipment destroyed or damaged at his own cost and shall not be relieved of any obligation relative to the initial or renewal term associated with the Service Agreement.

(W) DELAY IN INSTALLATION: Provider assumes no liability for delay in installation of the equipment, or for interruption of service due to strikes, riots, floods, storms, earthquakes, fires, power failures, insurrection, interruption of or unavailability of phone service or other connectivity, or equipment, acts of God or any other cause beyond the control of Provider; and Provider will not be required to supply service to Client while interruption service due to any such cause shall continue.

(X) FORCE MAJEURE: During any force majeure condition, Provider has no obligation to supply Client a substitute System or monitoring Services.

(Y) ATTORNEY’S FEES: In the event it shall become necessary for Provider to institute legal proceedings to collect the cost of equipment, cost of installation or the monthly service charges as set forth herein, then and in such proceedings, the Client shall pay to the Provider reasonable attorney’s fees and all associated court costs.

(Z) ASSIGNABILITY: The entirety of this Agreement is not assignable by Client except upon written consent of Provider first being obtained; however, Provider has the right to assign part or all of the entirety of this Agreement.

(AA) APPROVAL OF CONTRACT: The entirety of this Agreement is not binding unless approved by Provider. In the event of failure of such approval, the only liability of Provider shall be to return to Client the amount, if any, paid to Provider upon execution of the entirety of this Agreement.

(BB) PAYMENT, LATE FEES AND NSF CHECK FEE: Client agrees if Provider does not receive payment by the due date shown on Client’s bill, Client’s account will become past due and service may be INTERRUPTED WITHOUT FURTHER NOTICE. If Provider disconnects Client’s service for non-payment, Client must pay the past due amount and restoration charges to reconnect Client’s service. In the event that service is not reconnected and equipment is not returned as set forth in the entirety of this Agreement, Client will be responsible for the monthly rental rate for the remainder of the term, or the total cost of equipment, whichever is higher.

(CC) DETERMINATION, WAVIER OF TRIAL BY JURY AND VENUE: Any judicial determination nullifying any clause or condition herein shall not be deemed to nullify the balance of the entirety of this Agreement, which shall remain in full force and effect. ANY LAWSUIT OR OTHER ACTION CLIENT MAY HAVE AGAINST PROVIDER, ITS SUBCONTRACTORS, SUPPLIERS OR LICENSORS AND THEIR RESPECTIVE AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE OF THE EVENT THAT RESULTED IN THE ALLEGED LOSS, INJURY, DAMAGE OR LIABILITY.CLIENT AND PROVIDER EXPRESSLY AND KNOWINGLY WAIVE THE RIGHT TO TRIAL BY JURY.

(DD) SERVICE AND INSPECTIONS: Client hereby authorizes and empowers Provider, its agents and assigns to service the aforesaid System and to make any necessary inspections, tests and repairs as required. In addition, changes in or rearrangement of the equipment components, necessitated by stock, fixture or structural changes required by any persons, entity or governmental body, and any alterations which are required to retain the original coverage provided, shall be at Client’s expense. If during the term of the entirety of this Agreement or any renewal thereof Client desires to relocate the alarm site within the area serviced by Provider, and as a result thereof requires the location of the equipment to be changed, Client agrees to pay Provider for relocating the equipment at Provider’s then prevailing rate. All installations, inspections, repairs and tests which may be required on the part of the Provider shall be performed between the hours of 8:00 A.M. - 5:00 P.M. on normal business days. All installations and service required by Client after 5:00 P.M., on holidays, and on weekends will be charged at an applicable overtime rate. The terms and conditions contained herein shall govern all future dealings between Client and Provider, including but not limited to repair, service, guard response, monitoring, maintenance, additions, alterations or otherwise whether or not such future dealings are evidence in writing.

(EE) SUBCONTRACT: SJI, LLC d/b/a EATEL has the exclusive right to subcontract any portion of the entirety of this Agreement, including but not limited to installation, service, maintenance, monitoring, or otherwise. Client acknowledges and agrees that any Subcontractor hired by Provider shall have the same protection afforded the Provider under provisions of the entirety of this Agreement.

(FF) LICENSED PROVIDER: Provider has and maintains a license with the Louisiana State Fire Marshall’s Office (License# F2065).

(GG) CARBON MONOXIDE DETECTORS have a limited life span and will eventually need to be replaced. Additionally, these detectors should be replaced according to the manufacturer’s recommendations at Client’s expense.

(HH) PASSCODES: Client must create a passcode for the System. Client will be asked for the passcode when making changes or inquiries with regard to Client’s account, and in connection with alarm events. If Client shares his passcode with others, Client will have the ability to make changes to Client’s account, including address updates, changes to emergency contact information and THE ABILITY TO CHANGE THE PASSCODE, WITHOUT CLIENT’S KNOWLEDGE. Accordingly, Client should not share Client’s passcode with others.

(II) PRIVACY: Client, on behalf of himself or herself and as the authorized agent of Client’s family, guests, agents, representatives and employees (individually and collectively, “Any Person”), hereby consent to Provider and/or its third party monitoring company accessing all forms of communication to which Client and/or Any Person and Provider and/or its third-party monitoring company are parties. Provider may discard, without notice to Client any content stored at Provider or at its third party monitoring company’s facilities that has been transmitted or obtained by the System through the Services. For additional information regarding Client’s privacy, please see Provider’s privacy policy at www.eatel.com.

(JJ) VIDEO RECORDING: If included in Client selected equipment, Provider may install and connect at least one video camera at Client’s premises. Client acknowledges and agrees that: (i) any such video camera is being installed at Client’s specific request and is for the safety and security of the residents, invitees, and other persons at Client’s premises, and for no other purpose; (ii) any such video camera will only be installed in public areas within the premises, and will not be installed or utilized in any area where persons have a reasonable expectation of privacy, such as bedrooms, bathrooms, etc.; and (iii) Client will provide adequate illumination under all operational conditions for the proper operation of each such camera and will provide the 120 AC power supply where required. Some cameras connected to the System may be configured to provide remote viewing and storage of video data via the Internet. Client acknowledges that the System and any connected broadband and cellular networks are subject to interruptions in service which may cause the video services to fail to operate as intended.

Client further acknowledges and agrees that video content may be received and stored on computer servers maintained by Provider or third parties. Client consent and agrees that Provider may store, or cause to be stored, video content from Client’s premises for such time as is determined at Provider’s sole and exclusive discretion. While Provider agrees to keep said video content confidential, Client expressly agrees that Provider may disclose such video content to third parties with or without notice to Client: (a) in connection with any law enforcement investigation or proceeding; (b) in a legal proceeding to which Provider or its affiliates is a party; and/or (c) pursuant to a court order or subpoena.

Client is solely responsible for the video content and the consequences of posting or publishing videos. Client agrees that Client will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless Client is the owner of such rights or have permission from the rightful owner to post the material and to grant Provider requisite license rights. Client further agrees that Client will not purposefully allow video content which is indecent, offensive, or pornographic, that is defamatory or constitutes an invasion of privacy, that otherwise violates any legal duty under criminal or civil law, or that otherwise violates any applicable local, national, and/or international laws and regulations, to be transmitted via the System or over Provider’s broadband network via the video camera(s) installed at Client’s premises. Provider reserves the right to remove any video content, without notice to Client, if it learns that such content infringes or may infringe on another’s intellectual property rights, or otherwise violates the provisions of this Section.

(KK) INTENDED USE: Client understand that the System is designed to provide home security and home automation Services as set forth in the entirety of this Agreement and related materials. Client agrees not to use the System: (i) for any illegal purpose; (ii) to invade the privacy of a person; (iii) for commercial distribution of content; or (iv) for any other purpose in violation of the entirety of this Agreement or the Provider’s Acceptable Use Policy.

(LL) SYSTEM OPERATIONAL WARNINGS: If Client’s System at any time begins sending repeated false alarms or excessive signals (runaway), Provider reserves the right to suspend the System immediately and without notice to Client.

(MM) INTERNET/BROADBAND CONNECTION/WIRELESS DATA BACKUP: Client must have an Internet broadband connection at Client’s premises for use with the System. At an additional charge, Provider may provide the Internet connection. If Client has an existing Provider Internet connection at their premises, Provider will use that connection for the alarm System. The System uses Internet bandwidth, the amount of which may vary based upon the equipment used and Client’s use of the System, and such use may count against any applicable data use caps established by Provider or Client’s Internet service provider. All Provider’s Internet connections are subject to the Provider’s Internet Service Agreement and the Provider’s Acceptable Use Policy which may be found www.eatel.com. CLIENT UNDERSTANDS THE SYSTEM MAY HAVE BOTH A PRIMARY BROADBAND CONNECTION AND A CELLULAR BACKUP. THE PLANS REQUIRING CELLULAR BACKUP ARE THE PREMIUM AND ULTIMATE PACKAGES. IF THE INTERNET CONNECTION IS DOWN OR NOT FUNCTIONING PROPERLY, INCLUDING DUE TO EQUIPMENT FAILURE, THE SYSTEM WILL AUTOMATICALLY ATTEMPT TO USE THE CELLULAR BACKUP WITHIN THE SYSTEM INSTALLED BY PROVIDER AT CLIENT’S PREMISES, IF WIRELESS SERVICE IS AVAILABLE IN CLIENT’S AREA AT THE TIME OF INSTALLATION AND THE TOUCHSCREEN DEVICE REMAINS IN ITS INITIAL INSTALLATION LOCATION IN CLIENT’S HOME. CLIENT UNDERSTANDS THAT PROVIDER WILL NOT RECEIVE ALARM SIGNALS FROM THE SYSTEM WHEN BOTH THE INTERNET CONNECTION AND CELLULAR BACKUP ARE NOT OPERATING OR ARE OTHERWISE UNAVAILABLE FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, NON-PAYMENT OF INTERNET SERVICE, NETWORK OUTAGES, CABLE CUTS, NETWORK MAINTENANCE, NETWORK CONGESTION, EQUIPMENT FAILURES, OR FORCE MAJEURE EVENTS. TRANSMISSION OF WIRELESS SIGNALS CAN BE FURTHER AFFECTED BY RADIO SIGNAL STRENGTH AND AVAILABILITY AT CLIENT’S PREMISES. CLIENT IS RESPONSIBLE FOR TESTING THE SYSTEM AT LEAST MONTHLY IN ADDITION TO FOLLOWING ANY POWER OUTAGE, STORM, BROADBAND FAILURE OR ANY OTHER EVENT POTENTIALLY AFFECTING SIGNAL TRANSMISSION TO CONFIRM SYSTEM FUNCTION. CLIENT AGREEs TO NOTIFY PROVIDER OF ANY SYSTEM FAILURE OR MALFUNCTION IMMEDIATELY AND ARE RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES ARISING FROM CLIENT’S FAILURE TO DO SO. Provider is not responsible for any temporary or total loss of communication from the System due to (i) Client reconfiguring or changing the location of the touch screen and/or router; (ii) Client relocating or tampering with Equipment or alarm devices; or (iii) modifications made to Client’s Internet connection or configuration. The cellular backup System is limited to transmission of alarm signals only. Video and other internet-dependent components of the System will not function without a functioning Internet connection.

(NN) SYSTEM OWNERSHIP/SOFTWARE LICENSE: Upon payment for the System, the System shall become Client’s personal property, except that any leased equipment shall remain the sole property of Provider and that any software resident on the System shall remain the sole property of the software owner, and the entirety of this Agreement does not transfer ownership to any such software. Provider grants Client a license right to use the software in connection with the System during the term of the entirety of this Agreement and any renewals hereof. Yard signs installed by Provider shall remain the property of Provider and may be removed upon termination or expiration of the entirety of this Agreement. Client shall not (i) decompile or reverse engineer any products or software of vendors or take any other action to discover the source code or underlying ideas or algorithm of any components thereof; (ii) copy any products or software of vendors; (iii) post, publish or create derivative works based on any products or software of vendors; or (iv) remove any copyright notice, trade or service marks, brand names and the like from any products or software of vendors. Clicking to accept applicable license terms and conditions associated with the Provider Equipment and any such applications, and any use of such applications shall constitute Client’s acceptance and agreement to such license terms. The Provider Equipment contains software that consists of interactive applications that perform a variety of communications over the Internet as part of their normal operation. Some of these communications features are automatic and are enabled by default. By installing and/or using the Provider Equipment, Client consents to such communications features and transmission of information, to include any impact on Client’s data use allocation by Client’s broadband provider. Client is liable for all Provider Equipment on Client’s Premises and in Client’s possession. Client agrees to use the Provider Equipment only for receiving the Services, and Client will use the Provider Equipment only in connection with the Services as expressly authorized by Provider. Client agrees that Client will not, and Client will not permit others to, rearrange, disconnect, remove, relocate, repair, alter, tamper or otherwise interfere with any of the Provider Equipment including software or firmware. Such prohibition includes attaching any unauthorized devices to Provider Equipment or altering identifying information such as serial numbers or logos. Additional terms regarding the authorized use and misuse of the Provider Equipment and Services are as otherwise set forth in the entirety of this Agreement.

(OO) NON-EATEL BROADBAND INTERNET CONNECTIONS: Provider is not responsible for the operation and functioning of any communications system or internet connection that has not been supplied and installed by Provider. Client agrees that if Provider determines at any time that Client’s internet connection is not compatible with the Provider System, Provider will require that Client purchase a compatible internet connection to obtain or continue with the Services. Client is liable for all Provider Equipment on Client’s Premises and in Client’s possession. Client agrees to use the Provider Equipment only for receiving the Services, and Client will use the Provider Equipment only in connection with the Services as expressly authorized by Provider.

(PP) CREDIT ALLOWANCE: Upon request, Client shall receive service outage credit only in the event that Client’s outage exceeds a continuous twenty-four (24) hour period. The credit shall not exceed 1/30th of the monthly recurring charges for each continuous twenty-four (24) hour outage for such affected service.

(QQ) ALARM.COM TERMS: The Alarm.com Terms set forth in the attached Schedule I are incorporated into, and made part of the entirety of this Agreement, and Client’s assent to the entirety of this Agreement signifies Client’s assent to the Alarm.com terms.

SCHEDULE 1

IMPORTANT -- READ CAREFULLY: You have agreed to purchase residential or commercial security, video, still-photo imaging and/or home automation products and services from an independently owned and operated security services dealer ("Dealer") pursuant to an agreement with the Dealer ("Dealer Agreement"). Alarm.com Incorporated, a Delaware corporation ("Alarm.com" or "us" or "we"), has authorized the Dealer to market and sell Alarm.com's services ("Services") to you with certain hardware and other products, including communication modules, video, imaging and/or home automation devices ("Equipment") that enable the Services. Sections Al through Al2 herein constitute the terms and conditions of Alarm.com's offering of the Equipment and Services ("Terms") and are part of your agreement with the Dealer and contain, among other things, important warranty disclaimers (Section A4) and limitations of liability (Section A5) applicable to the Services and the Equipment. By signing your agreement with the Dealer, accessing the Alarm.com customer website or mobile applications, or using any other part of the Services and/or Equipment, you agree to be bound by these Alarm.com Terms. You agree that these Alarm.com Terms may be enforced by us directly.

A1 Pursuant to the Dealer Agreement, you have agreed to purchase the Services and/or Equipment from the Dealer. The Dealer is an independent contractor and not an agent of Alarm.com. You acknowledge and agree that (a) you have had the opportunity to read and review these Alarm.com Terms before entering into the Dealer Agreement, (b) you accept the Alarm.com Terms and agree to be bound by them, and (c) if, for any reason, you don't remain an Alarm.com subscriber or if the Services become unavailable to you for any reason, you will have no right of refund, return or deinstallation with respect to any Services or any Equipment, except if and to the extent otherwise required by law. We may modify these Alarm.com Terms from time to time to comply with applicable law.

A2 The Equipment may contain proprietary software of Alarm.com that is embedded in the Equipment. Alarm.com solely owns and retains all rights, including all intellectual property rights, in the embedded software and all other Alarm.com materials (together, "Materials") and Services. You will not (a) use, or cause or permit any other person or entity to use, any Materials or Services to design, build, market, or sell any similar or substitute product or service, or (b) cause, perform, or permit (i) the copying, decompilation, disassembly, or other reverse engineering of any Materials, (ii) the transferring or purported resale, licensing or sublicensing of any Materials, or (iii) the removal, delivery, or exportation of any Materials outside the United States or any other act in violation of any relevant export laws or regulations.

A3 If your Services include emergency two-way voice over a cellular or internet connection, you acknowledge that the two-way voice connection may be interrupted or unable to connect, that the call may be dropped, and that the sound quality may be distorted or impossible to understand. By accepting the emergency two-way voice service, you understand and accept the limitations inherent in cellular and internet technology and the consequences if the technology does not operate as designed. If your Services include video or still-photo image cameras, the video clips and still-photo images generated from such cameras are stored on our servers and may be viewed by you only for a limited time based on the quantity of storage you have ordered from your Dealer. We have no control over and take no responsibility for the placement of cameras and their view. You agree to use the cameras and associated video and still-photo imaging features of the Services in compliance with all laws, including privacy and consumer protection laws, and not for any illegal purposes, including invasion of privacy or illicit conduct, and we may disconnect the cameras from the Services if you, in our sole determination, breach this covenant. We do not guarantee the receipt, clarity or quality of any images that may be adversely impacted by, for example, lighting, Internet and wireless communication facilities and transmission quality, electrical interference, weather and other conditions beyond our control. We may disclose stored video clips and still-photo images in response to a subpoena or a government request or order. If the Equipment provided by your Dealer includes an Alarm.com image sensor device that also is being used as a motion sensor, then you understand and accept that the motion sensor may not operate as designed and may be affected by conditions outside our control, which may cause the device to malfunction or provide false readings. If the Equipment provided by your Dealer includes home automation devices (such as thermostats, lighting controls and door locks), you understand that such devices may not work together with the Equipment and Alarm.com Services, and you may be unable to control the devices using the Equipment or Alarm.com Services. Alarm.com makes no representations or warranties regarding the quality, function or effectiveness of any such home automation devices.

A4 THE SOLE WARRANTY PROVIDED BY ALARM.COM WITH RESPECT TO THE SERVICES, MATERIALS AND EQUIPMENT IS A LIMITED WARRANTY TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT OR BYPASS A MATERIAL DEFECT IN THE SERVICES, IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THESE ALARM.COM TERMS ("LIMITED WARRANTY"). THE LIMITED WARRANTY IS NOT EXTENDED TO YOU UNLESS YOU HAVE ACCEPTED THESE ALARM.COM TERMS AND REMAIN BOUND BY THESE TERMS AND CONDITIONS. THE LIMITED WARRANTY IS FOR YOUR BENEFIT ONLY AND MAY NOT BE ENFORCED BY ANY OTHER PERSON OR ENTITY. EXCEPT FOR THE LIMITED WARRANTY WITH RESPECT TO SERVICES, ALL SERVICES, EQUIPMENT AND MATERIALS THAT ARE OR MAY BE PROVIDED BY US ARE PROVIDED "AS IS," WITH ALL FAULTS. To THE MAXIMUM EXTENT PERMITTED BY LAW, ALARM.COM DISCLAIMS (a) ALL EXPRESS WARRANTIES TO YOU, OTHER THAN THIS LIMITED WARRANTY, (b) ALL IMPLIED WARRANTIES TO YOU OF ANY KIND, AND (C) ALL WARRANTIES TO OR FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS OR IMPLIED. THE IMPLIED WARRANTIES DISCLAIMED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDE ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, QUIET ENJOYMENT, OR NON-INFRINGEMENT. EXCEPT FOR THE LIMITED WARRANTY, THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF ALL SERVICES, ALL EQUIPMENT AND ALL ALARM.COM MATERIALS SHALL BE WITH YOU. ALARM.COM SHALL HAVE NO RESPONSIBILITY FOR EQUIPMENT WHICH IS MANUFACTURED BY THIRD PARTIES.

A5 (A) YOU AGREE THAT ALARM.COM IS NOT AN INSURER OF YOUR PROPERTY OR THE PERSONAL SAFETY OF PERSONS IN OR AROUND YOUR PREMISES. THE PRICES THAT WE CHARGE FOR THE SERVICES AND EQUIPMENT REFLECT THE VALUE OF THE GOODS AND SERVICES WE PROVIDE AND NOT THE VALUE OF YOUR PREMISES OR ITS CONTENTS OR ANY LOSSES ASSOCIATED WITH PERSONAL INJURY OR DEATH. INSURANCE, IF ANY, COVERING PERSONAL INJURY AND PROPERTY LOSS OR DAMAGE ON YOUR PREMISES SHALL BE OBTAINED BY YOU FROM A THIRD PARTY.

  1. ALARM.COM IS NOT ASSUMING RESPONSIBILITY FOR ANY LOSSES (DIRECT OR INDIRECT), IRRESPECTIVE OF CAUSE, THAT MAY OCCUR EVEN IF DUE TO ALARM.COM'S NEGLIGENT PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS OR ANY DEALER AGREEMENT OR OTHER BASIS. IF, NOTWITHSTANDING THESE TERMS, ALARM.COM IS HELD TO BE LIABLE TO YOU, OR ANY INVITEES, AGENTS, EMPLOYEES OR OTHERS, FOR BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, OR UNDER ANY OTHER THEORY OF LEGAL LIABILITY FOR ANY FAILURE OF THE SERVICES, MATERIALS OR EQUIPMENT, THEN THE LIMITATION OF ALARM.COM'S LIABILITY FOR ANY AND ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE THE GREATER OF ONE THOUSAND DOLLARS ($1,000.00) OR THE ANNUAL AMOUNT THAT ALARM.COM RECEIVES FOR YOUR USE OF THE SERVICES.
  2. YOU HEREBY WAIVE ANY AND ALL CLAIMS FOR DAMAGES EXCEEDING THE LIMITS SET FORTH HEREIN FOR ALL HARM, DAMAGES, INJURY OR LOSS INCURRED, INCLUDING BUT NOT LIMITED TO ACTUAL, DIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH. UNDER NO CIRCUMSTANCES WILL ALARM.COM BE LIABLE TO YOU FOR ANY CONSEQUENTIAL DAMAGES.
  3. YOU MAY OBTAIN FROM ALARM.COM A HIGHER LIMITATION OF LIABILITY BY PAYING AN ADDITIONAL FEE TO US. IF YOU ELECT THIS OPTION, A RIDER WILL BE ATTACHED TO THESE ALARM.COM TERMS WHICH WILL SET FORTH THE AMOUNT OF THE HIGHER LIMITATION OF LIABILITY AND THE AMOUNT OF THE FEE. AGREEING TO THE HIGHER LIMITATION OF LIABILITY DOES NOT MEAN THAT ALARM.COM IS AN INSURER. YOU WAIVE ALL SUBROGATION AND OTHER RIGHTS OF RECOVERY AGAINST US THAT ANY INSURER OR OTHER PERSON MAY HAVE AS A RESULT OF PAYING ANY CLAIM FOR HARM, DAMAGES, INJURY OR LOSS TO YOU OR ANY OTHER PERSON OR ENTITY.

A6 You agree and acknowledge that the Services, Materials and Equipment may not detect, observe, view, or prevent an unauthorized intrusion onto the premises or any other emergency condition such as fire, smoke, carbon monoxide, medical emergencies or water damage. You agree and acknowledge that the use of the Services, Materials and/or Equipment is voluntary.

A7 If any of your employees, guests, relatives, invitees, or insurers, or any other person or entity connected to you, or any person or entity who seeks to assert rights they claim are derived from your relationship with Alarm.com, attempts to hold Alarm.com responsible for any harm, damages, injury or loss (including property damage, personal injury or death) connected with or resulting from any alleged (a) failure of the Services, Materials or Equipment, (b) negligence (including gross negligence), (c) improper or careless activity of Alarm.com, or (d) claim for indemnification or contribution, then you will repay to us (i) any amount that we are required to pay or that we agree to pay in settlement of the claim, and (ii) the amount of our reasonable attorney's fees and any other losses and costs that we may incur in connection with the harm, damages, injury or loss.

A8 You understand and agree that these Alarm.com Terms, and particularly Sections A4, A5, A6, A7, and A8, shall (a) apply to and protect the employees, officers, shareholders, parent companies, directors, agents, licensors, representatives, subcontractors, affiliates and assignees of Alarm.com, and (b) be binding on your heirs, administrators, custodians, trustees, agents and successors.

A9 To THE EXTENT PERMITTED BY LAW, YOU AGREE THAT NO LAWSUIT OR ANY OTHER LEGAL PROCEEDING CONNECTED WITH THE SERVICES OR EQUIPMENT SHALL BE BROUGHT OR FILED BY YOU MORE THAN ONE (1) YEAR AFTER THE INCIDENT GIVING RISE TO THE CLAIM OCCURRED. IN ADDITION, TO THE EXTENT PERMITTED BY LAW, ANY SUCH LEGAL PROCEEDING SHALL NOT BE HEARD BEFORE A JURY, AND EACH PARTY GIVES UP ANY RIGHT TO A JURY TRIAL. To THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BRING ANY CLASS ACTION LAWSUIT AGAINST ALARM.COM OR BE A REPRESENTATIVE PLAINTIFF OR PLAINTIFF CLASS MEMBER IN ANY SUCH LAWSUIT.

A10 These Alarm.com Terms shall be governed by the law of the State of Delaware, without giving effect to its rules of conflict of laws. If you are a resident or business located in the State of California, the following applies to you: If either you or Alarm.com commences a lawsuit for a dispute arising under or related to these Alarm.com Terms or in any way relating to the Services, such suit shall be submitted to general judicial reference in Los Angeles, California pursuant to California Code of Civil Procedure section 638 et seq. and 641 through 645.1 or any successor statutes thereto.

A11 If any provision of these Alarm.com Terms or the application of any such provision to any person, entity or circumstance shall be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of these Alarm.com Terms. The parties intend that all disclaimers of warranties, limitations of liability, and exclusions of damages in these Alarm.com Terms shall be upheld and applied to the maximum extent permitted by law. Alarm.com is an intended third-party beneficiary of these Alarm.com Terms and shall have the right to enforce and/or otherwise invoke any and all provisions set forth in any of these Alarm.com Terms directly. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."

A12 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN ALARM.COM AND THE UNDERLYING CARRIER. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU AND YOU HEREBY WAIVE ANY AND ALL CLAIMS OR DEMANDS THEREFORE.

 

Last Amended May 3, 2018