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DocuSign Envelope ID:AA9CA136-3D94-47B1-93F8-5FC9F527B627
<br /> applications may not be possible,and Customer may be required to perform extensive software and or database rebuilds.Customer hereby acknowledges and
<br /> accepts full responsibility for all tasks outlined in this section,and further acknowledges that ADT is not responsible for loss of data,integrity,passwords,system
<br /> configuration,databases,backups,or other information.
<br /> 32.Wireless Devices.Customer acknowledges and agrees that any wireless devices,including but not limited to,wireless local area network(WLAN or WiFi)
<br /> networks and paths,wireless motion detectors,wireless smoke detectors,wireless door and window contacts,wireless home automation transmitters,and other
<br /> wireless devices installed under this Agreement are not physically connected to the system(e.g.,by electrical wire)and require a radio frequency network or
<br /> path to operate.THESE WIRELESS DEVICES WILL NOT OPERATE,AND ANY ALARM WILL NOT SOUND, IF THE RADIO FREQUENCY NETWORK OR
<br /> PATH IS IMPAIRED,INTERRUPTED,OR BECOMES INOPERABLE FOR ANY REASON WHATSOEVER.THESE WIRELESS DEVICES MAY USE
<br /> FREQUENCIES AND SIGNAL PATHS THAT ARE NOT ENCRYPTED,AND ARE THUS SUBJECT AND VULNERABLE TO, INTERRUPTION, INTERCEPTION,
<br /> INTERFERENCE,CORRUPTION,ALTERATION,BLOCKAGE,MANIPULATION,AND TAMPERING. It is Customer's sole responsibility to maintain all wireless
<br /> local area network(WLAN or WiFi)networks and paths.ADT recommends that Customer regularly inspects any wireless network and wireless devices and test
<br /> them weekly to help maintain continued operation.ADT also recommends that Customer carefully reads and follows the owner's manual,instructions and
<br /> warnings for all equipment,including all wireless devices.
<br /> 33.Notices.Any and all notices permitted or required to be given under this Agreement shall be in writing and shall be deemed duly given:(i)upon actual
<br /> delivery if delivery is by hand or by nationally recognized overnight express mail;or(ii)upon receipt by the sending party of a confirmation or answer back if
<br /> delivery is by email,or(iii)after three(3)days following delivery into the mail if delivery is by postage paid certified return receipt requested mail. Each such
<br /> notice shall be sent to the respective party at the address indicated on the first page of this Agreement or to any other address or person that the respective party
<br /> may designate by written notice delivered pursuant hereto.
<br /> 34.Export Control.Customer shall not export or re-export,directly or indirectly,any: (i)product or service provided under this Agreement,(ii)technical data,
<br /> (iii)software,(iv)information,or(v)items acquired under this Agreement to any country for which the United States Government(or any agency thereof)requires
<br /> an export license or other approval without first obtaining any licenses,consents or permits that may be required under the applicable laws of the U.S.or other
<br /> foreign jurisdictions and shall incorporate in all export shipping documents the applicable destination control statements.Customer shall,at its own expense,
<br /> defend,indemnify,and save harmless ADT from and against all third-party claims,liability,loss or damage(including attorneys'fees and other defense costs),
<br /> assessed against or suffered by ADT as a result of an allegation or claim of noncompliance by Customer with this Section.The obligations contained in this
<br /> Section shall survive the termination or expiration of this Agreement.
<br /> 35.Software.Any software provided with the Equipment or in connection with the Services is proprietary to ADT and/or ADT's supplier(s)and is licensed or
<br /> sublicensed to Customer on a non-exclusive basis.Customer may not(a)disclose the Software or source code to any third parties,(b)duplicate,reproduce,or
<br /> copy all or any part of the Software,or(c)use the Software on equipment other than with the designated Equipment with which it was furnished.A separate
<br /> Software License Agreement or End User License Agreement between ADT and/or the software publisher may be required to use the software and/or obtain
<br /> updates/upgrades.
<br /> 36.Survival.Those provisions which by their sense are intended to survive the cancellation,expiration or termination of the Agreement,including,by way of
<br /> example only,the indemnification and limit of liability obligations contained therein,shall survive the cancellation,expiration or termination of the Agreement for
<br /> whatever reason.
<br /> 37.Waiver.The waiver,by either party,of a breach or violation of any provision of this Agreement shall not operate as,or be considered,to be a waiver of any
<br /> subsequent breach thereof.
<br /> APPENDIX 6—RECURRING SERVICES TERMS AND CONDITIONS
<br /> In addition to the terms and conditions set forth in Appendix 2,this Appendix contains terms and conditions applicable to recurring services provided by ADT to
<br /> Customer other than the services set forth in Appendices 7,8 and/or 9.If the event of any conflict between Appendix 2 and this Appendix 6,the terms of this
<br /> Appendix 6 shall prevail. This Appendix 6 does not apply to monitoring services and/or hosted services(see,if attached,Appendices 7,8 and/or 9).Any terms
<br /> and conditions set forth in a Master Agreement(or similar document)between the parties do not apply to recurring services.
<br /> 1.Term.The initial term of this Appendix shall be for Sixty(60)Months(the"Initial Term"). The Initial Term shall begin on the date all equipment is installed and
<br /> is operational,and when any necessary communications connection is completed.NOTE: Payment of all charges for installation and equipment is a
<br /> precondition to the activation of the equipment and any recurring services the Customer has selected.
<br /> 2.Auto Renew.Upon the expiration of the Initial Term,all selected recurring services shall automatically renew for successive terms of one(1)year each(each,
<br /> a"Renewal Term");provided that the Customer may,by providing written notice to ADT no less than thirty(30)(and no more than sixty(60))days prior to the
<br /> date of such auto renewal,cancel such auto renewal with respect to any of the selected recurring services.
<br /> 3.Pricing Change.ADT may increase the charges for the recurring services after the first year of the Initial Term(but no more than once in any twelve(12)
<br /> month period)by giving Customer thirty(30)days prior written notice.
<br /> 4.Early Termination.In the event that the Customer terminates a recurring service during the Initial Term or during a Renewal Term,Customer shall pay to
<br /> ADT,in addition to all other charges due prior to termination,the charges remaining to be paid for the unexpired portion of the Initial Term or Renewal Term(as
<br /> the case may be)for such recurring service.Customer acknowledges and agrees that this amount is an agreed upon early termination charge in the nature of
<br /> liquidated damages,and is not a penalty.
<br /> APPENDIX 7—MONITORING
<br /> This Appendix shall be the exclusive terms and conditions applicable to monitoring services provided by ADT to Customer(referred to in this Appendix 7 as
<br /> "Subscriber').Appendices 2 and 3 do not apply to any such monitoring services,even if attached to the Proposal. Any terms and conditions set forth in a Master
<br /> Agreement(or similar document)between the parties do not apply to monitoring services.
<br /> 1.Scope of Agreement.ADT will provide(or cause to be provided)the alarm monitoring and notification services specified on the Proposal for the security
<br /> alarm system at the location(s)shown in the Proposal.References in this Appendix 7 to ADT shall mean,as the case may be,ADT or the company retained by
<br /> ADT to provide the alarm monitoring and monitoring services set forth herein.
<br /> 2.Service to be Provided.The alarm monitoring and notification services to be provided shall be provided on a continuing twenty-four(24)hour basis seven(7)
<br /> days a week.The monitoring and notification services shall consist of the receipt of signals from Subscriber's security alarm system and providing notification to
<br /> Subscriber's designees as specified in this Appendix in the event of an alarm.The services shall be via cable,telephone lines,internet protocol,and/or
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