STATEWIDE MONITORING is not responsible for data changes made by Installer or inaccurate data entry relied upon by STATEWIDE MONITORING when responding to alarm signals. Dealer acknowledges that Subscriber's systems can be compromised if the passwords or devices used for access are lost or accessed by others and STATEWIDE MONITORING shall have no liability for such third-party unauthorized access.

THE PARTIES AGREE AS FOLLOWS:
1. COMPANY agrees to provide the monitoring and notification service's to DEALER’S subscribers.
2. The fee to be paid by DEALER to COMPANY for such services shall be those specified by COMPANY's price list in effect at the time such services are rendered. DEALER acknowledges having received the current price list. Statewide in it’s sole discretion, at any time during the contract, revise prices hereunder by giving the dealer thirty days written notice, such revised prices to apply to all devices and services provided. Such fees shall be paid to COMPANY by the DEALER, monthly, in advance, commencing with the entry of Subscriber’s data in COMPANY’s data base. Company will invoice DEALER monthly for all active subscribers. Active Subscriber shall mean any Subscriber whose data has been entered into COMPANY’s data base. Each agreement for services to be performed for any Subscriber shall be automatically renewed month to month unless COMPANY or the DEALER gives notice to the other of its intention not to renew as to any particular Subscriber 30 days before the commencement of said renewal period. If DEALER gives such notice, then DEALER shall ensure that such Subscriber’s Access control or security system no longer communicates with COMPANY’s and DEALER shall continue to be responsible to pay for such Subscriber until communication is terminated or the term of this agreement, whichever is the later. DEALER specifically agrees that failure to make the payments for any particular Subscriber shall automatically terminate COMPANY's obligation to render its services to such Subscriber, but the failure to render its service shall not be considered an election of remedies by COMPANY, and this agreement shall remain in full force and effect as to other Subscribers. Any fees by the DEALER for service to a Subscriber shall not be refundable whether service to such Subscriber is terminated by action of the DEALER, Subscriber or COMPANY. However, the DEALER may request, within sixty (60) days of termination of service, that fees paid for a Subscriber whose service has been terminated be applied to services rendered by COMPANY to other Subscribers of the DEALER.
3. The obligation of COMPANY to render service to any particular Subscriber shall become effective only after (a) COMPANY has received an executed agreement for services signed by such Subscriber in the form approved by COMPANY, (B) COMPANY has received an acceptable communication signal from the DEALER from the location for which services are to be rendered, and (C) Subscriber obtains and maintains any permit required by any applicable law and furnishes COMPANY with permit number. COMPANY shall not be required to notify police, fire or emergency services if Subscriber does not have all necessary permit, registration or certification for the device being monitored and services COMPANY is to perform, and has provided COMPANY with such documentation.
4. COMPANY and the DEALER agree that COMPANY's sole obligation under this agreement or under any agreement between the Subscribers and the DEALER shall be to host KEYSCAN Access Control system and monitor signals received from the KEYSCAN panel
5. If COMPANY has agreed to monitor and store access control data, video, clips and or streaming or audio, COMPANY shall have no liability for the quality of video or audio data, inability to retrieve the data or data corruption. All data coming into the COMPANY’s facility shall be the property of COMPANY and shall be accessible to DEALER or Subscriber only in accordance with COMPANY’s policies which may change at any time,
6. COMPANY has established response procedures and DEALER has been furnished with a copy of such procedures. COMPANY procedures may change from time to time and COMPANY will provide notice to DEALER of such change in procedure and DEALER shall inform DEALER's Subscribers accordingly.
7. It is understood that COMPANY owns none of the equipment in the Subscriber's premises and has no responsibility for the condition or functioning thereof and that maintenance, repair, testing, service, replacement or insurance of the equipment are not the obligation or responsibility of COMPANY.
8. COMPANY is authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive owner of such property.
9. This agreement may be suspended as to any particular Subscriber should the equipment at the premises of such Subscriber become so disabled or so substantially damaged that further service to such Subscriber is impracticable. COMPANY will not be required to render service to the Subscriber if the failure to render such service is due to strikes, riots, malfunctions of telephone lines, telephone equipment, or communication networks, acts of God, or any other causes beyond the control of COMPANY or non-payment by DEALER, in excess of 60 days from invoice date, for such Subscriber account.
10. In addition to the fees stated herein, DEALER agrees to pay, when requested by COMPANY, any and all sales or use taxes or other impositions or levies by any taxing authorities in connection with the service to be performed by COMPANY.
11. In the event service is terminated for any reason COMPANY shall have the right to disregard activity and take whatever procedures that may be necessary to remove or erase the programming to prevent data from being transmitted to COMPANY. DEALER shall remain liable for all charges until COMPANY no longer receives data from Subscriber's location. In the event DEALER defaults in any payment to COMPANY, COMPANY shall be permitted to communicate directly with DEALER's Subscribers to advise them that services will be terminated unless such Subscriber enters into contract directly with COMPANY or COMPANY’ designee. Any contract between DEALER and Subscriber shall be voidable by any Subscriber entering into a direct contract with COMPANY or its designee after notification by COMPANY to such Subscriber that DEALER has defaulted under this agreement. COMPANY may, without prior notice, suspend or terminate its services in the event of DEALER’s default in performance of this agreement and shall be permitted to terminate all of its services under this agreement without relieving DEALER of any obligation herein.
12. DEALER shall reimburse COMPANY for all expenses incurred, including but not limited to increased operational expense and COMPANY's legal fees, if any, in connection with excessive incoming transmissions or data usage expense beyond customary usage, incurred by COMPANY to monitor or terminate the excessive signals or recover any amount owed by DEALER to COMPANY pursuant to this agreement.
13. DEALER agrees that COMPANY is not an insurer and no insurance coverage is offered herein. The security equipment and COMPANY’S services are designed to reduce certain risks of loss, though COMPANY does not guarantee that no loss will occur. COMPANY is not assuming liability, and, therefore, shall not be liable to DEALER for any loss, data corruption or inability to retrieve data, personal injury or property damage sustained by DEALER as a result of intrusion, burglary, theft, hold-up, fire, equipment failure, smoke, or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by COMPANY’s negligent performance to any degree in furtherance of this contract, any extra contractual or legal duty , strict products liability, or negligent failure to perform any obligation pursuant to this contract or any other legal duty. In the event of any loss or injury to any person or property, DEALER agrees to look exclusively to DEALER’s insurer to recover damages. DEALER releases COMPANY from any claims for contribution, indemnity or subrogation.
14. DEALER agrees that should there arise any liability on the part of COMPANY as a result of COMPANY's negligent performance to any degree or negligent failure to perform any of COMPANY's obligations pursuant to this contract or any other legal duty, equipment failure, or strict products liability, that COMPANY's liability shall be limited to the sum of $250.00 or 3 times the aggregate of monthly payments for services being provided at time of loss, whichever is greater. If DEALER wishes to increase COMPANY's amount of limitation of liability, DEALER may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual payment consonant with COMPANY's increased liability. This shall not be construed as insurance coverage.
15. DEALER agrees to indemnify and hold COMPANY harmless, including reasonable attorneys' fees, from and against all claims, lawsuits including arbitration, and losses alleged to be caused by COMPANY's negligent performance in any degree or failure to perform under this agreement. The parties agree that there are no third party beneficiaries of this agreement. DEALER on its behalf and any insurance carrier waives any right of subrogation DEALER's insurance carrier may otherwise have against COMPANY arising out of this agreement or the relation of the parties hereto. DEALER shall not be permitted to assign this agreement without written consent of COMPANY. COMPANY shall have the right to assign this contract and shall be relieved of any obligations created herein upon such assignment.
16. DEALER shall maintain a policy of public liability, property damage, error and omissions insurance, and under which the insurer agrees to indemnify and hold COMPANY harmless from and against all costs, expenses including attorneys' fees and liability arising out of or based upon any and all claims, injuries and damages arising under this agreement, including, but not limited to, those claims, injuries and damages contributed to by COMPANY's negligent performance or its failure to perform any obligation. The minimum limits of liability of such insurance shall be one million dollars for any injury or death, and property damage, burglary and theft coverage in an amount necessary to indemnify DEALER.
17. If COMPANY prevails in any litigation or arbitration between the parties, DEALER shall pay COMPANY’s legal fees. In any action commenced by COMPANY against DEALER, DEALER shall not be permitted to interpose any counterclaim. The parties agree that they may bring claims against the other only in their individual capacity and not as a class action plaintiff or class action member in any purported class or representative proceeding. The parties agree that the courts of the state of New York and in the County of where COMPANY’s principal place of business is located shall have exclusive jurisdiction and venue over the parties hereto regarding any dispute between them and DEALER and COMPANY submits to the jurisdiction and venue of the courts of the State of New York unless any party exercises its option to arbitrate as provided for herein. Service of process or papers in any legal proceeding or arbitration between the parties may be made by First-Class Mail delivered by the U.S. Postal Service addressed to the party's address in this agreement or another address provided by the party in writing to the party making service. Subject to DEALER’s right to bring any claim against COMPANY for up to $1,000 in small claims court having jurisdiction, any dispute between the parties or arising out of this agreement, including issues of arbitrability, shall, at the option of any party, be determined by arbitration before a single arbitrator administered by Arbitration Services Inc., under its Arbitration Rules www.ArbitrationServicesInc.com. The parties waive trial by jury in any action between them unless prohibited by law. Any action by the parties against COMPANY must be commenced within one year of the accrual of the cause of action or shall be barred. All actions or proceedings against COMPANY must be based on the provisions of this agreement. Any other action that the parties may have or bring against COMPANY in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement, and this consent to arbitrate shall survive the termination of this agreement.
18. This agreement constitutes the full understanding of the parties and may not be amended, modified or canceled, except in writing signed by all parties. DEALER acknowledges and represents that DEALER has not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set forth in this Agreement and DEALER hereby waives all rights and remedies, at law or in equity, arising, or which may arise, as the result of DEALER’s reliance on such representation, assertion, guarantee, warranty, collateral contract or other assurance. Should any provision of this agreement be deemed void, the remaining parts shall not be affected. This agreement shall run concurrently with and shall not terminate or supersede any existing agreement between the parties unless specified herein.
19. Dealer agrees to pay Company for the Devices and Services as per the Pricing Schedule in effect at the time of order. All charges are stated exclusive of any applicable value added, excise or other similar taxes. All applicable taxes will be added by Company to the sales price where Company invoices same to comply with law, and will be paid by Dealer unless Dealer provides Company with a proper tax exemption certificate. Company may, in its sole discretion, at any time during the course of this contract, revise prices hereunder by giving to Dealer thirty (30) days written notice, such revised prices to apply to all Devices and Services thereafter provided. Terms of payment shall be net • days from the date of the invoice. Company reserves the right to change the terms of payment at any time.
20. Dealer shall NOT, as a result of this Agreement, have any right to or interest in any trade names or trade-marks owned, used or claimed now or in the future by Company or any of its suppliers/licensors, as the case may be.
21. Dealer shall obtain and maintain in full force and effect all applicable permits and/or licenses necessary to comply with all applicable requirements of law related to the conduct of its business and affairs and the purchase and operation of the Devices and Services. Dealer shall be responsible for ensuring compliance with all applicable laws, including, without limitation, laws relating to security, privacy, electronic information, and export.
22. Dealer assumes all responsibility for the proper selection, operation, maintenance of the Devices purchased from Company and adherence to any and all applicable federal, state/provincial, and municipal building and fire codes.
23. a. Company warrants that, during the term of the Services subscription account, the Services will not become unavailable for an unreasonable period of time for any reason directly caused by a failure of Company equipment. This warranty does not apply to anything beyond the control of Company, such as failure of Dealer’s internet service provider, electrical disruption, criminal tampering, or to any damage resulting from Dealer’s failure to follow Company’s instructions for the use of software or Services. Dealer acknowledges that the exclusive remedy for a breach of the foregoing warranty is a credit for the period of time that the Services are unavailable in any material respect.
b. If Dealer or Subscriber has web-based access to the Services via the internet Company specifically disclaims any and all liability for the security of that information or its currency. Any web-based Services, including any software provided to Dealer by Company to enable Dealer to have access to said Services, are NOT guaranteed and are provided on an “as is” basis and Company gives no representations, warranties or conditions of any kind, express or implied, including without limitation warranties as to uninterrupted or error free service, accessibility, privacy of files or electronic messages, security, merchantability, quality of fitness for a particular use or purpose and those arising by statute or otherwise, or from a course of dealing or usage of trade. In no event will Company, its officers, directors, employees, agents, contractors or affiliates, be liable for any claim for punitive, exemplary or aggravated damages, damages for loss of profits or revenue, loss of use or lack of availability of Dealer’s security system or information about it, indirect, consequential or special damages of any kind or any damages whatsoever relating to interruption, delays, errors or omissions. Under no circumstances is Company liable for any damage done to the Dealer’s information or security system as a result of the web-site being hacked (i.e., unauthorized use or access by third parties as a result of a circumvention or breach of the website’s security).
24. Each party represents to the other that:
a. it has the right and power to enter into and fully perform the obligations it has undertaken in this Agreement, more specifically Company has the right to grant the RTU Sub-License as provided in section 4 above; b.it is not under any obligations, contractual or otherwise, to any entity that might conflict, interfere, or be inconsistent with any of the provisions of this Agreement; and
c. it shall comply with all federal, state/provincial and local laws, rules and regulations necessary for it to perform its obligations under this Agreement.

25. a. Either party may immediately terminate this Agreement by giving the other notice if such other party defaults in any material manner on its obligations under this Agreement and such default continues for a period of thirty (30) days after notice thereof.
b. Notwithstanding the foregoing, Company may terminate this Agreement immediately if:
i. Dealer’s financial condition does not justify the terms of payment specified,
ii. Dealer is in default of any payment for the Devices and/or Services;
iii. Company becomes aware of any use or attempted use of the Services in violation of the terms of use set forth on the Dealer’s account’s website; or
iv. if bankruptcy, debtor or insolvency proceedings are commenced by or against Dealer, or if Dealer makes an assignment for the benefit of creditors or if a receiver is appointed for Dealer or if Dealer takes advantage of any legislation for bankrupt or insolvent debtors;
26. a. In the event of any default by Dealer, Company may invoke any remedy provided by law or in equity or by the terms herein stated, and may decline to make further shipments. If Company elects to continue to make shipments, Company's actions shall not constitute a waiver of any default by Dealer or in any way affect Company's legal remedies for any such default.
b. In the event Company resorts to a third party or to litigation in order to collect amounts due Company, Dealer agrees to pay costs of collection for amount owed to Company, including, but not limited to, attorney's fees, court costs, and interest in the amount equal to the lesser of one and one half percent (1½ %) per month or the maximum allowed by law from the date the amount is due.
27. a. Dealer acknowledges that it will have access to and be entrusted with information relating to Company and any of its suppliers/licensors that has not been disclosed to third parties (“Confidential Information”) including, without limitation, trade secrets and know-how, contracts, letters, tenders, memoranda, and software, the disclosure of which Confidential Information to competitors of Company or its suppliers/licensors, or to the general public would be highly detrimental to the best interests of Company and its suppliers/licensors. Dealer further acknowledges and agrees that the right to maintain confidential the Confidential Information constitutes a proprietary right that Company is entitled to protect. Confidential Information does not include any information: which is in the public domain at the date of its disclosure to Dealer or thereafter enters the public domain through no fault of Dealer; which Dealer received in good faith from a third-party and which is not subject to an obligation of confidentiality owed to or by the third-party; or which is required by law to be revealed. Dealer agrees it will not disclose any Confidential Information to any person nor will they use the same for any purposes other than those of Company at any time. Dealer will ensure that its employees will be subject to a binding confidentiality agreement that includes provisions materially the same as those contained in this section 13;
b. Dealer hereby agrees that all restrictions in section 13 a. shall be construed as severable and independent and the parties acknowledge that the restrictions contained herein are reasonable and valid and all defenses to the strict enforcement thereof by Company are hereby waived by Dealer. Dealer acknowledges that a violation of any of the provisions of section 13 a. will result in immediate and irreparable damage to Company or its suppliers/licensors, and agree that, in the event of such violation, Company shall, in addition to any other rights to relief, be entitled to equitable relief by way of temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper. The provisions in this section 13 shall survive the expiration, termination or cancellation of this Agreement, notwithstanding anything in this Agreement to the contrary.
28. Dealer hereby indemnifies and agrees to hold harmless Company from and against any and all loss, costs, expenses (including legal fees), damages and liabilities however caused resulting directly or indirectly from or pertaining to any act or omission of Dealer arising out of this Agreement. The indemnity shall survive the expiration, termination or cancellation of this Agreement notwithstanding anything in this Agreement to the contrary.
29. Company shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control either of Company or Company's suppliers, including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where Company has exercised ordinary care in the prevention thereof.
30. This Agreement is not assignable by Dealer without prior written consent by Company.
31. Neither party hereto shall, without the prior written consent of the other party, which will not be unreasonably withheld, publicly announce or otherwise disclose the existence of the terms of this agreement, or release any publicity regarding this amendment. This provision shall survive the expiration, termination or cancellation of this Agreement, notwithstanding anything in this Agreement to the contrary.
32. No other rights or obligations between the parties arising out of the performance of this Agreement, other than those expressly recited herein, are to be implied by this Agreement. This Agreement shall not be construed to recognize or create a teaming agreement, joint venture, partnership, or other formal business or agency relationship.
33. This Agreement supersedes, terminates and otherwise renders null and void any and all prior written and/or oral agreements between Company and Dealer with respect to the matters herein expressly set forth, except that nothing herein contained shall be construed as intended to relieve or release either party from its obligation to make payment of any monies which either party may owe to the other party. This Agreement represents and incorporates the entire understanding of the parties hereto with respect to the matters herein expressly set forth and each party acknowledges that there are no warranties, representations, covenants or understandings of any kind, nature or description whatsoever made by either party to the other, except as are herein expressly set forth. This Agreement may be modified only by a written instrument signed by the parties to this Agreement, which instrument makes specific reference to this Agreement and the changes to be made hereto.
DEALER ACKNOWLEDGES RECEIPT AND HAVING READ COMPANY’S WRITTEN PROCEDURES FOR PROVIDING ITS MONITORING SERVICES AND HAVING READ THIS AGREEMENT BEFORE EXECUTION
DEALER ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY OF THIS CONTRACT AT TIME OF EXECUTION.