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ADDITIONAL COST, BUT SUCH RIDER SHALL IN NO WAY BE INTERPRETED TO HOLD ADT LIABLE IN EXCESS OF SUCH PROVISIONS.
<br />14. Events Beyond ADT’s Control. Communication lines, cable, telephone lines, internet connections/protocols, radio/cellular systems or equipment and
<br />instruments used by ADT in the performance of its services may be destroyed or substantially damaged by fire or other catastrophes and ADT may be unable to
<br />secure or retain connections or privileges necessary for the transmission of signals between or among the alarm location, the ADT’s facilities, any central
<br />monitoring station, Call List designees, police or fire dispatch centers having jurisdiction over the alarms, or other parties, all of which events are beyond ADT’s
<br />control. ADT shall have no liability for events beyond its control. Should conditions beyond ADT’s control, including but not limited to strike, flood, riot, fire,
<br />explosion, war, conflict, line damage, antenna failure, communications network failure, or other causes beyond the reasonable control of the ADT, hinder or
<br />prevent the performance of ADT’s services, then ADT (upon learning of the issue) will notify the Subscriber as soon as is reasonably practical of the nature and
<br />extent thereof and the approximate anticipated duration. Upon such notification either party shall have the following options: (a) to proceed under this Appendix;
<br />or (b) to terminate this Agreement. If the Agreement is terminated, the Subscriber shall pay to ADT all fees and charges through the date of termination and the
<br />ADT shall refund any prepaid amount through the date of termination., less any equipment charges still due for ADT owned equipment. Upon such payment, the
<br />contractual relationship between the parties shall terminate.
<br />15. Indemnity. SUBSCRIBER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS ADT FROM AND AGAINST ALL CLAIMS, INCLUDING
<br />THIRD PARTY CLAIMS, LIABILITIES AND DAMAGES (INCLUDING WITHOUT LIMITATION EXPENSES, COSTS AND ATTORNEYS’ FEES) RELATING TO
<br />THE DESIGN, INSTALLATION, PERFORMANCE OR OPERATION OF THE SYSTEM, THE MONITORING OF THE SYSTEM, AND ANY RISKS, LOSSES,
<br />DAMAGES, INJURIES, DEATH OR OTHER EFFECTS OF ANY HAZARD OR EVENT THAT OCCURS AT OR AROUND THE PREMISES, INCLUDING, BUT
<br />NOT LIMITED TO, SUCH CLAIMS OR LIABILITIES THAT ARE BASED UPON THE NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY,
<br />AND/OR STRICT LIABILITY BY ADT, OUR ASSIGNEES, AGENTS, EMPLOYEES, SUBCONTRACTORS, SUBSIDIARIES, AFFILIATES OR PARENT
<br />COMPANIES. SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS SHALL SURVIVE THE EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT
<br />FOR ANY REASON WHATSOEVER.
<br />16. Integration. The terms and conditions stated herein constitute the final complete agreement between the Subscriber and ADT with respect to monitoring
<br />services. This Agreement may not be modified in any respect except by a subsequent writing executed by the Subscriber and ADT.
<br />17. Subcontracting; Assignment. Neither party may assign the Agreement without the express prior written consent of both parties. ADT may, in ADT’s sole
<br />discretion and without notice to Subscriber or any other person, provide to any actual or prospective assignee, purchaser, transferee, or participant, any
<br />information that ADT have or know pertaining to this Agreement. Subscriber acknowledges that this Agreement and particularly those paragraphs relating to
<br />ADT’s disclaimer of warranties and limited liability and third party indemnification, inure to the benefit of, and are applicable to, any assignees and subcontractors
<br />with the same force and effect as they bind Subscriber to ADT. Subscriber further acknowledges that any assignees of this Agreement shall not be responsible
<br />for claims, liabilities, or damages which accrued prior to the date of assignment.
<br />18. Governing Law. This Appendix shall be interpreted and construed in accordance with the laws of the State where the monitored premises are located.
<br />19. Attorneys’ Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement or the collection of any sums due hereunder, the
<br />prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred in such action or proceeding, or on any appeal there from.
<br />20. Notices. Notices, other than fee adjustments, shall be deemed given when delivered in person, delivered via reputable overnight courier service (such as
<br />FedEx or UPS) or delivered by USPS certified mail, return receipt requested, addressed to the parties at the addresses set forth in the Proposal. All changes of
<br />address must be in writing and delivered as provided in this Section.
<br />21. Survival. The provisions of this Appendix pertaining to consequential damages, liability limitation, events beyond ADT’s control, termination, indemnity,
<br />integration, and severability shall survive any termination or expiration of the Agreement.
<br />22. Severability. If any provision in this Appendix is held to be invalid or unenforceable, such provision will be enforced to the maximum possible extent, and all
<br />other provisions will remain valid and enforceable.
<br />23. Waiver of Jury Trial. Each party hereby waives any right to trial by jury in any suit, action or other legal proceeding brought by either party.
<br />
<br />The following provisions apply to monitoring systems that include Mobile Control by Alarm.com.
<br />Subscriber acknowledges that (i) it has read and accepted the Alarm.com terms below, and (ii) Subscriber must activate its Alarm.com account online pursuant
<br />to the instructions given to Subscriber by Alarm.com, and until Subscriber so activates its Alarm.com account, Subscriber will only have Alarm.com Signal
<br />Forwarding services and NOT Mobile Control services, which means, among other things, that Subscriber will not have the enhanced Mobile Control service,
<br />which means, among other things, that Subscriber will not have the enhanced Mobile Control service known as “Entry Delay Crash and Smash,” which makes it
<br />difficult for an intruder to disarm Subscriber’s panel upon entry into your premises. In addition, once Subscriber’s Alarm.com account is activated, in order to
<br />maintain the enhanced Mobile Control services, Subscriber must arm/set its alarm system at least once every 30 calendar days. If Subscriber fails to arm/set its
<br />alarm system at least once every 30 days, then Subscriber will automatically and without further notice only have Alarm.com Signal Forwarding services going
<br />forward until such time as Subscriber contacts ADT or Alarm.com to reactivate Subscriber’s Mobile Control services. Therefore, ADT strongly encourages
<br />Subscriber to activate its Alarm.com account and arm/set its alarm system often, but at a minimum every 30 days, in order to retain the enhanced Mobile Control
<br />services.
<br />Subscriber has agreed to purchase commercial security, video, still-photo imaging and/or home automation products and services from an independently owned
<br />and operated security services dealer (“Dealer”) pursuant to an agreement with the Dealer (“Dealer Agreement”). Alarm.com Incorporated, a Delaware
<br />corporation, has authorized the Dealer to market and sell Alarm.com’s services (“Services”) to Subscriber with certain hardware and other products, including
<br />communication modules, video, imaging and/or home automation devices (“Equipment”) that enable the Services. Sections A1 through A12 herein constitute
<br />the terms and conditions of Alarm.com’s offering of the Equipment and Services (“Terms”) and are part of Subscriber’s agreement with the Dealer and contain,
<br />among other things, important warranty disclaimers (Section A4) and limitations of liability (Section A5) applicable to the Services and the Equipment. By signing
<br />the agreement with the Dealer, accessing the Alarm.com customer website or mobile applications, or using any other part of the Services and/or Equipment,
<br />subscriber Agrees to be bound by these Alarm.com Terms. Subscriber agree that these Alarm.com Terms may be enforced by ADT directly.
<br />A1. Pursuant to the Dealer Agreement, Subscriber has agreed to purchase the Services and/or Equipment from the Dealer. The Dealer is an independent
<br />contractor and not an agent of Alarm.com. Subscriber acknowledges and agrees that (a) Subscriber has had the opportunity to read and review these Alarm.com
<br />Terms before entering into the Dealer Agreement, (b) Subscriber accepts the Alarm.com Terms and agrees to be bound by them, and (c) if, for any reason,
<br />Subscriber does not remain an Alarm.com subscriber or if the Services become unavailable to Subscriber for any reason, Subscriber will have no right of refund,
<br />return or deinstallation with respect to any Services or any Equipment, except if and to the extent otherwise required by law. ADT or Alarm.com may modify
<br />these Alarm.com Terms from time to time to comply with applicable law.
<br />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
<br />intellectual property rights, in the embedded software and all other Alarm.com materials (together, “Materials”) and Services. Subscriber will not (a) use, or
<br />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)
<br />cause, perform, or permit (i) the copying, decompilation, disassembly, or other reverse engineering of any Materials, (ii) the transferring or purported resale,
<br />DocuSign Envelope ID: 9AE98906-BF3C-49F0-BBB1-8495F1BAEBD3
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