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Commercial Alarm Agreement Page 2
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<br /> 15. TITLE TO EQUIPMENT: REMOVALOFSYSTEM: Subscriberacknowledgesand agrees thatthis Agreement is a servlceagreementonlyanO thattheentiresystem shall
<br />at all times remain the sole property of Company. Subscriber will not damage, encum her or dispose of the system or permit the system to be damaged, encumbered, taken from
<br />the premises. tampered with or repaired by any but authorized agents of the Company. In the event of loss or damage to the system or any part thereof, Subscriber agrees to
<br />pay Company the reasonable value thereof or cost of repair as the case may be. At the expiration of this Agreement or in the event of any default in performance by Subscriber,
<br />Company ~s authorized to enter upon the premises of Subscriber and to remove the system. Removal of the system shall be without preiudice to the collection of any and
<br />sums due under the entire contract or extensions or renewals thereof. Subscriber shall in such event return said equipment to Company in good condition, reasonable wear and
<br />tear excepted. Subscriber agrees that installation of the equipment does not create a fixture to Subscribers premises.
<br /> In the event Subscriber is not the owner of the premises, Subscri her hereby warrants that Subscriber has secured the written consent of the owner for the installation and
<br />removal of the system and that the original thereof will be delivered to the Company.
<br /> Subscriber agrees to be responsible for redecorating and all other reasonable damages to premises caused 6y installation, maintenance, or removal of all or any part of
<br />the system.
<br /> 16. SUSPENSION OR CANCELLATION OF THIS SYSTEM: This Agreement may be suspended or cancelled. without notice at the option of Company, if Company's or
<br />Subscriber's premises or eduipment are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, or in the event Company is
<br />unable to render service as a result of any action by any governmental authority.
<br /> 17. DELINQUENCY: RECONNECT CHARGES: INTEREST: In the event any payment due hereunder is more than ten (10) days delinquent, Company may impose and collect
<br />from Subscriber a delinquency charge in the maximum permitted by California law. If the alarm is deactivated because of Subscriber's past due balance, and if Subscriber
<br />desires to have the system reactivated, Subscriber agrees to pay in advance to Company a reconnect charge to be fixed by Company in a reasonable amount.
<br /> 18. CHANGE IN OWNERSHIP OF SUBSCRIBER'S PREMISES: Subscriber acknowledges that the sale or transfer of Subscriber's premises shall not relieve Subscriber of his
<br />duties and obligations under this Agreement. Subscriber may not assign or permit anyone to take subject to this Agreement without the written consent of Company.
<br /> 19. ASSIGNEES/SUBCONTACTORS OF COMPANY: Company shall have the right to assign this Agreement to any other person, firm or corporation without notice to
<br />Subscriber and shall have the further right to subcontract any installation and/or services. including monitoring, which it may perform. Subscriber acknowledges that this
<br />Agreement, and particularly those paragraphs relating to Company's disclaimer of warranties, maximum liability. liquidated damages, and third party indemnification. inure to
<br />the benefit of and are applicable to any assignees, Subcontractors and/or communications centers of Company, and that they bind Subscriber with respect to said assignees.
<br />subcontractors and/or communications centers. with the same force and effect that they bind Subscriber to Company.
<br /> 20. DEFAULT BY SUBSCRIBER: If Subscriber fails to pay any amount heroin provided withing ten (10) days after same is due and payable. or if Subscriber fails to pealgrin
<br />any other provisions herof within twn (10) days after Company shall have requested in writing performance thereof, or if any proceeding in bankruptcy, receivership or
<br />insolvency shall be commenced by or against Subscriber or his property, or if Subscriber makes any assignment for the benefit of creditors, Company shall have the right but
<br />shall not be obligated to exercise any one or more of the following remedies:
<br /> (al Recover the existing amounts due from subscriber and continue to service the system. in which case Company shall be entitled to recover, in addition, the monthly
<br />amounts due under the contract for said services: or
<br /> (b) Remove the alarm system upon five (5) days written notice to Subscriber at Subscriber's address listed above. If Company removes siad system, Company shall be
<br />entitled to recover the existing amounts due under this said contract for said services up to the date of removal of this system, and, in addition, damages computed by
<br />subtracting from the total sum Company would have received over the then unexpired term of the Agreement, the total of the cost to Company of leasing telephone lines. if any,
<br />for any remaining unexpired term of agreement. plus the anticipated cost of replacement materials and equipment over the unexpired term of the contract. This cost of
<br />materials and equipment is to be determined by Company in its sole discretion from its prior experience. Subscriber acknowledges and agrees that said costs are the only costs
<br />involved: or
<br /> (c) Recover from Subscriber all sums Company may be entitled to under the law.
<br /> In the event of termination of this Agreement or upon expiration of this Agreement. Company shall have the immediate right to remove equipment under the terms and
<br />conditions set forth heroin. Removal of the system and equipment as heroinabove set forth shall not be considered to constitute a breach by Company of this Agreement or
<br />waiver by Company of any such damages or rights.
<br /> Subscriber acknowledges and agrees that the equipment of which the system is composed is totally interchangeable with Company's inventory, that if Company removes
<br />the equipment, said equipment may become part of Company's inventory, and therefore that Company has no obligation to place or use said equipment in any other system
<br />before using any of its other inventory, nor any obligation to account for or credit Subscriber with the value of use of any such removed equipment.
<br /> Company shall not be responsible for damage caused to Subscriber's premises by reason of the removal of the alarm system from Subscriber's premises.
<br /> 21. COMPANY IS NOT AN INSURER: LIQUIDATED DAMAGES: LIMITATION OF LIABILITY: It is undrstood and agreed: That Company is not an isurer: that insurance, if any,
<br />shall be obtained by Subscriber; that the payments provided for heroin are based solely on the value of the service as set forth heroin and are related to the value of the
<br />Subscribers property or the property of others located on Subscribers premises; that Company makes no guaranty or warranty, including any implied warranty of
<br />merchantability or fitness that the equipment or services supplied will avert or prevent occurrences or the consequences therefrom which the system or service is designed to
<br />detect or avert. Subscriber acknowledges that it is impractical and extremely difficult to fix the actual damages. if any. which may proximately result from Company's
<br />negligence, or a failure to perform any of the obligations heroin, including, but not limited to installation, service, maintenance or monitoring or the failure of the system to
<br />properly operate with resulting loss to Subscriber because of. among other things:
<br /> (a) The uncertain a mount or value of Subscriber's property or the property o~ others kept on the premises which may be lost. stolen. destroyed. damaged or otherwise
<br />affected by occurrences which the system or service is designed to detect or avert;
<br /> (b) The uncertainty of the response time of any police or fire department, should the police or fire department be dispatched as a result of a signal being received or an
<br />audible device sounding;
<br /> (c) The inability to ascertain what portion. if any, of any loss would be proximately caused by Company's failure to perform or by its equipment to operate:
<br /> (d) The nature of the service to be performed by Company.
<br /> Subscriber understands and agrees that if Company should be found liable for loss or damage due to Company's negligence, or a failure of the installation. maintenance.
<br />monitoring, service or equipment in any respect whatsoever, Company's liability shall be limited to a sum equal to the total of six (6) monthly payments or Two Hundred Fifty
<br />($250.00) Dollars, whichever is the lesser, as liquidated damages and not as a penalty and this liability shall be exclusive; and that the provisions of this Section shall apply if
<br />loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or nonperformance of the obligations imposed by this
<br />contract, of from negligence. active or otherwise, of Company, its agents, servants, assigns or employees.
<br /> If Subscriber wishes Company to assume a limited liability in lieu of the liquidated damages as heroinabove set forth, Subscriber may obtain from Company a limitation of
<br />liability by paying an additional monthly service charge to Company. If Subscriber elects to exercise this option. a rider shall be attached to this Agreement setting forth the
<br />terms. conditions and amount of the limited liability and the additional monthly charge. Such rider and additional obligation shall in no way be interpreted to hold Company as
<br />an insurer.
<br /> 22. THIRD PARTY INDEMNIFICATION: When Subscriber in the ordinary course of business has the property of others in his custody, or the alarm system extends to protect
<br />property of others, Subscriber agrees to and shall indemnify, defend and hold harmless Corn pany, its employees and agents for and against all claims brought by parties other
<br />than the parties to this Agreement. This provision shall apply to all claims regardless of cause, including Company's performance or failure to perform and including defects in
<br />products. design, installation, maintenance, operation or non-operation of the system whether based upon active or passive negligence. express or implied warranty, or
<br />contribution, or indemnification, or strict or product liability on the part of the Company, its employees or agents, but this provision shall not apply to losses or damages which
<br />occur while an employee of Company is on Subscirber's premises, and are solely and directly caused by said employee.
<br /> 23. SUBSCRIBER'S PURCHASE ORDER: Subscriber acknowledges that if there is any conflict between this Agreement and Subscribers purchase order or any other
<br />document, this Agreement will govern, whether such purchase order or other document is prior or subsequent to this Agreement.
<br /> 24. ARREST BY COMPANY: Subscriber authorizes Company to cause the arrest of any person or persons on or around the premises, who are unauthorized by Subscriber
<br />to enter the premises of Subscriber during closed periods and to hold such person or persons until released by Subscriber, his known representatives. or police authority.
<br /> 25. INVALID PROVISIONS: tn the event any of the terms or provisions of this Agreement shall be declared to be invalid or inoperative, all of the remaining terms and
<br />provisions shall remain in full force and effect.
<br /> 26. ENTIRE INTEGRATED AGREEMENT: MODIFICATION; ALTERATIONS: WAIVER: This writing is intended by the parties as a final expression of their agreement and as a
<br />complete and exclusive statement of the terms thereof. This Agreement supersedes all prior representations, understandings or agreements of the parties. and the parties rely
<br />only upon the contents of this Agreement in executing it. This Agreement can only be modified by a writing signed by the parties or their duly authorized agent. No waiver of a
<br />breach of any term or condition of this Agreement shall be construed to be a waiver of any succeeding breach.
<br /> 27. NOTICES: All notices to be given hereunder shall be in writing and may be served, either personally or by mail, postage prepaid.
<br /> 28. GENDER: Wherever the context requires in this Agreement. the masculine gender heroin used shall include the feminine or neuter and the singular shall include the
<br />plural.
<br /> 29. CONDITIONS AND COVENANTS: Each and all of the provision sol this Agreement are conditions to be faithfully and fully performed.
<br /> 30. PARAGRAPH HEADINGS: The paragraph titles used herein are for the convenience of the parties only and shall not be considered in construing the provisions of this
<br />Agreement.
<br /> 31. COMPANY'S LICENSE: The Alarm companies are licensed by the Bureau of Collection and Investigative Services, 1920 20th St., Sacramento, CA 95814.
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