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<br />MSNC021720 11
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<br />m. Intellectual Property
<br />
<br />Brady retains and reserves all rights, title and interest in and to its
<br />intellectual property, including without limitation all Brady
<br />software, algorithms, materials, formats, interfaces and
<br />proprietary information and technology, and all other Brady
<br />products, data monitoring and smart building analytics, and
<br />including all copyright, trade secret, patent, trademark and other
<br />intellectual property rights related to the foregoing. No rights are
<br />granted to the Customer hereunder with respect to the data
<br />monitoring subscription or otherwise, other than as expressly set
<br />forth herein.
<br />
<br />n. Indemnification
<br />
<br />Customer shall indemnify and hold Brady harmless from and
<br />against any loss, damage, cost (including the cost of any
<br />settlement), expense or any liability suffered or incurred by Brady
<br />arising from or in connection Brady's possession or use of data,
<br />information or articles supplied by Customer to Brady, including
<br />the infringement of any intellectual property rights resulting from
<br />the use or possession by Brady of data, information or articles
<br />supplied by Customer to Brady.
<br />
<br />o. Cyber Security
<br />
<br />Brady is not responsible for protecting against cyber security
<br />breaches to any security system, either installed or serviced by
<br />Brady, even if any such breach is transacted through Brady
<br />supplied equipment. It is the Customer’s responsibility to take the
<br />necessary precautions to protect the system and/or the
<br />server/computer/head-end from viruses, worms, Trojan horses,
<br />and other harmful or destructive content. Brady disclaims any
<br />responsibility for any harm resulting from the use by unauthorized
<br />visitors to the Customer’s system, or from any downloading by
<br />those unauthorized visitors.
<br />
<br />If Brady installs a security system, the Customer shall provide the
<br />security system’s passwords and privileges to Brady. No default
<br />passwords shall be left in use once the security system is
<br />completely installed.
<br />
<br />p. Brady Not An Insurer
<br />
<br />The amounts Brady charges a Customer are not insurance
<br />premiums. Such charges are based upon the value of the
<br />services, system and equipment provided and are unrelated to
<br />the value of Customer’s property, the property of others located in
<br />Customer’s premises, or any risk of loss on Customer’s premises.
<br />Brady's services, systems and equipment do not cause and
<br />cannot eliminate occurrences of the events they are intended to
<br />detect or avert. BRADY MAKES NO GUARANTY OR
<br />WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE, THAT THE SERVICES, SYSTEM OR EQUIPMENT
<br />SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE
<br />CONSEQUENCES THEREFROM. Accordingly, Brady does not
<br />undertake any risk that Customer's person or property, or the
<br />person or property of others, may be subject to injury or loss if
<br />such an event occurs. The allocation of such risk remains with
<br />Customer, not Brady. Insurance, if any, covering such risk shall
<br />be obtained by Customer. Brady shall have no liability for loss,
<br />damage or injury due directly or indirectly to events, or the
<br />consequences therefrom, which the system or services are
<br />intended to detect or avert. Customer shall look exclusively to its
<br />insurer and not to Brady to pay Customer in the event of any such
<br />loss, damage or injury. Customer releases and waives for self and
<br />its insurer all subrogation and other rights to recover from Brady
<br />arising as a result of paying any claim for loss, damage or injury
<br />of Customer or another person.
<br />
<br />q. Compatibility Issues
<br />
<br />If the Customer is receiving security services or intelligent
<br />services via a connection, Brady may assess additional charges,
<br />if unable to connect to the Customer’s network or if any additional
<br />equipment is required to facilitate connectivity between the
<br />network and the equipment.
<br />
<br />r. Runaway Signals
<br />
<br />In the event that a Customer’s access control system is producing
<br />excessive false or “runaway” signals, the Customer will be notified
<br />of the situation. Any additional labor or equipment costs incurred
<br />as a result of a Customer’s system producing excessive or
<br />“runaway” signals may be billed to the Customer. Brady reserves
<br />the right to isolate and cease communication of any remote
<br />location in the event that location is interrupting the ability for
<br />Brady to conduct regular business.
<br />
<br />s. False Alarms
<br />
<br />Brady is not responsible for fines resulting from false alarms, and
<br />any suspension of police response due to false alarms shall not
<br />affect the obligations of the Customer under this Agreement. In
<br />the event that Brady receives a false alarm fine, said fine will be
<br />billed to the Customer and the Customer hereby agrees to take
<br />responsibility for paying the fine.
<br />
<br />t. Termination
<br />
<br />In addition to any other remedies available to Brady, Brady may
<br />terminate this Agreement and discontinue any service(s) if:
<br /> 1. Customer fails to follow the operating
<br />instructions provided by Brady, resulting in an undue number of
<br />false alarms or system malfunction; or
<br /> 2. In Brady's sole opinion, the premises in which
<br />the system is installed is unsafe, unsuitable, or so modified or
<br />altered after installation as to render continuation of service(s)
<br />impractical or impossible.
<br />
<br />Brady will not be liable for any damages or subject to any penalty
<br />as a result of any such termination. If for any reason Brady is
<br />unable to continue to provide the service(s) for which it is
<br />hereunder contracted, the Customer will have the right to
<br />terminate its obligation without penalty.
<br />
<br />17. Other Charges; Remedies; Termination
<br />
<br />a. There may be a service charge to Customer for
<br />cancelled installation/service appointments if Customer cancels
<br />less than 24-hours prior to dispatch, or if Brady’s representative is
<br />sent to the Customer's premises in response to a service call for
<br />false alarm or system malfunction caused by Customer's
<br />operation contrary to instructions, failure to close or properly
<br />secure a window, door or other protected point, or improper
<br />adjustment of monitors or accessory components.
<br />b. Failure to pay amounts when due shall give Brady, in
<br />addition to any other available remedies, the right to terminate this
<br />Agreement and to charge interest at the highest legal rate on
<br />delinquent amounts. Customer agrees to pay all costs, expenses
<br />and fees of Brady's enforcement of this Agreement, including
<br />collection expenses, court costs, and attorneys' fees. Installation
<br />charge(s) are based on Brady performing the installation with its
<br />own personnel. If for any reason installation must be performed
<br />by outside contractors, installation charge(s) may be subject to
<br />revision.
<br />DocuSign Envelope ID: D17E56D1-C70C-4708-9A2B-CDD895385F28
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