2022-140-E-AMS-ADT Commercial-Commercial Security at Southern

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DocuSign Envelope ID:AA9CA136-3D94-47B1-93F8-5FC9F527B627 forward until such time as Subscriber contacts ADT or Alarm.com to reactivate Subscriber's Mobile Control services.Therefore,ADT strongly encourages 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 services. Subscriber has agreed to purchase commercial security,video,still-photo imaging and/or home automation products and services from an independently owned and operated security services dealer("Dealer")pursuant to an agreement with the Dealer("Dealer Agreement").Alarm.com Incorporated,a Delaware corporation,has authorized the Dealer to market and sell Alarm.com's services("Services")to Subscriber with certain hardware and other products,including communication modules,video,imaging and/or home automation devices("Equipment")that enable the Services.Sections Al through Al2 herein constitute 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, among other things,important warranty disclaimers(Section A4)and limitations of liability(Section A5)applicable to the Services and the Equipment. By signing 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, subscriber Agrees to be bound by these Alarm.com Terms.Subscriber agree that these Alarm.com Terms may be enforced by ADT directly. Al.Pursuant to the Dealer Agreement,Subscriber has agreed to purchase the Services and/or Equipment from the Dealer.The Dealer is an independent 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 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, 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, 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 these Alarm.com Terms from time to time to comply with applicable law. 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 intellectual property rights,in the embedded software and all other Alarm.com materials(together, "Materials")and Services.Subscriber will not(a)use,or 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) cause, perform,or permit(i)the copying,decompilation,disassembly,or other reverse engineering of any Materials,(ii)the transferring or purported resale, licensing or sublicensing of any Materials,or(iii)the removal,delivery,or exportation of any Materials outside the United States or any other act in violation of any relevant export laws or regulations. A3.If Subscriber's Services include emergency two-way voice over a cellular or internet connection,Subscriber acknowledges that the two-way voice connection may be interrupted or unable to connect,that the call may be dropped,and that the sound quality may be distorted or impossible to understand. By accepting the emergency two-way voice service,Subscriber understands and accepts the limitations inherent in cellular and internet technology and the consequences if the technology does not operate as designed. If Subscriber's Services include video or still-photo image cameras,the video clips and still-photo images generated from such cameras are stored on our servers and may be viewed by Subscriber only for a limited time based on the quantity of storage Subscriber has ordered from its Dealer.Alarm.com has no control over and take no responsibility for the placement of cameras and their view.Subscriber agrees to use the cameras and associated video and still-photo imaging features of the Services in compliance with all laws,including privacy and consumer protection laws,and not for any illegal purposes,including invasion of privacy or illicit conduct,and Alarm.com may disconnect the cameras from the Services if Subscriber, in Alarm.com's sole determination,breaches this covenant.Alarm.com does not guarantee the receipt,clarity or quality of any images that may be adversely impacted by,for example, lighting, Internet and wireless communication facilities and transmission quality,electrical interference,weather and other conditions beyond Alarm.com's control.Alarm.com may disclose stored video clips and still-photo images in response to a subpoena or a government request or order. If the Equipment provided by Subscriber's Dealer includes an Alarm.com image sensor device that also is being used as a motion sensor,then Subscriber understands and accepts that the motion sensor may not operate as designed and may be affected by conditions outside Alarm.com's control,which may cause the device to malfunction or provide false readings. If the Equipment provided by Subscriber's Dealer includes home automation devices(such as thermostats, lighting controls and door locks),Subscriber understands that such devices may not work together with the Equipment and Alarm.com Services,and Subscriber may be unable to control the devices using the Equipment or Alarm.com Services.Alarm.com makes no representations or warranties regarding the quality, function or effectiveness of any such home automation devices. A4.THE SOLE WARRANTY PROVIDED BY ALARM.COM WITH RESPECT TO THE SERVICES,MATERIALS AND EQUIPMENT IS A LIMITED WARRANTY TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECTOR BYPASS A MATERIAL DEFECT IN THE SERVICES, IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THESE ALARM.COM TERMS("LIMITED WARRANTY").THE LIMITED WARRANTY IS NOT EXTENDED TO SUBSCRIBER UNLESS SUBSCRIBER HAS ACCEPTED THESE ALARM.COM TERMS AND REMAIN BOUND BY THESE TERMS AND CONDITIONS.THE LIMITED WARRANTY IS FOR SUBSCRIBER'S BENEFIT ONLY AND MAY NOT BE ENFORCED BY ANY OTHER PERSON OR ENTITY. EXCEPT FOR THE LIMITED WARRANTY WITH RESPECT TO SERVICES,ALL SERVICES, EQUIPMENT AND MATERIALS THAT ARE OR MAY BE PROVIDED BY ALARM.COM ARE PROVIDED"AS IS,"WITH ALL FAULTS.TO THE MAXIMUM EXTENT PERMITTED BY LAW,ALARM.COM DISCLAIMS(A)ALL EXPRESS WARRANTIES TO SUBSCRIBER OTHER THAN THIS LIMITED WARRANTY,(B)ALL IMPLIED WARRANTIES TO SUBSCRIBER OF ANY KIND,AND(C)ALL WARRANTIES TO OR FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY,WHETHER EXPRESS OR IMPLIED.THE IMPLIED WARRANTIES DISCLAIMED HEREIN,TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDE ALL WARRANTIES OF MERCHANTABILITY,TITLE, FITNESS FOR A PARTICULAR PURPOSE,ACCURACY,SYSTEMS INTEGRATION,QUIET ENJOYMENT,OR NON-INFRINGEMENT. EXCEPT FOR THE LIMITED WARRANTY,THE ENTIRE RISK AS TO SATISFACTORY QUALITY,PERFORMANCE,ACCURACY,AND EFFORT OF ALL SERVICES,ALL EQUIPMENT AND ALL ALARM.COM MATERIALS SHALL BE WITH SUBSCRIBER.ALARM.COM SHALL HAVE NO RESPONSIBILITY FOR EQUIPMENT WHICH IS MANUFACTURED BY THIRD PARTIES. A5.(A)SUBSCRIBER AGREES THAT ALARM.COM IS NOT AN INSURER OF SUBSCRIBER'S PROPERTY OR THE PERSONAL SAFETY OF PERSONS IN OR AROUND SUBSCRIBER'S PREMISES.THE PRICES THAT ALARM.COM CHARGES FOR THE SERVICES AND EQUIPMENT REFLECT THE VALUE OF THE GOODS AND SERVICES ALARM.COM PROVIDES AND NOT THE VALUE OF SUBSCRIBER'S PREMISES OR ITS CONTENTS OR ANY LOSSES ASSOCIATED WITH PERSONAL INJURY OR DEATH. INSURANCE, IF ANY,COVERING PERSONAL INJURY AND PROPERTY LOSS OR DAMAGE ON YOUR PREMISES SHALL BE OBTAINED BY SUBSCRIBER FROM A THIRD PARTY. (B)ALARM.COM IS NOT ASSUMING RESPONSIBILITY FOR ANY LOSSES(DIRECTOR INDIRECT), IRRESPECTIVE OF CAUSE,THAT MAY OCCUR EVEN IF DUE TO ALARM.COM'S NEGLIGENT PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS OR ANY DEALER AGREEMENT OR OTHER BASIS. IF, NOTWITHSTANDING THESE TERMS,ALARM.COM IS HELD TO BE LIABLE TO SUBSCRIBER,OR ANY INVITEES,AGENTS, EMPLOYEES OR OTHERS, FOR BREACH OF CONTRACT, NEGLIGENCE,GROSS NEGLIGENCE,OR UNDER ANY OTHER THEORY OF LEGAL LIABILITY FOR ANY FAILURE OF THE SERVICES,MATERIALS OR EQUIPMENT,THEN THE LIMITATION OF ALARM.COM'S LIABILITY FOR ANY AND ALL HARM,DAMAGES, INJURY OR LOSS SHALL BE THE GREATER OF ONE THOUSAND DOLLARS($1,000.00)OR THE ANNUAL AMOUNT THAT ALARM.COM RECEIVES FOR SUBSCRIBER'S USE OF THE SERVICES.(C) SUBSCRIBER HEREBY WAIVES ANY AND ALL CLAIMS FOR DAMAGES EXCEEDING THE LIMITS SET FORTH HEREIN FOR ALL HARM, DAMAGES, INJURY OR LOSS INCURRED, INCLUDING BUT NOT LIMITED TO ACTUAL,DIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION,LOSS OF PROFITS,PERSONAL INJURY OR DEATH.UNDER NO CIRCUMSTANCES WILL ALARM.COM BE LIABLE TO SUBSCRIBER FOR ANY CONSEQUENTIAL DAMAGES.(D)SUBSCRIBER MAY OBTAIN FROM ALARM.COM A HIGHER LIMITATION OF LIABILITY BY PAYING AN ADDITIONAL FEE TO ALARM.COM. IF SUBSCRIBER ELECTS THIS OPTION,A RIDER WILL BE ATTACHED TO THESE ALARM.COM TERMS WHICH WILL SET FORTH THE AMOUNT OF THE HIGHER LIMITATION OF LIABILITY AND THE AMOUNT OF THE FEE.AGREEING TO THE HIGHER LIMITATION OF LIABILITY DOES NOT MEAN THAT ALARM.COM IS AN INSURER.SUBSCRIBER WAIVES ALL SUBROGATION AND OTHER RIGHTS OF RECOVERY AGAINST ALARM.COM THAT ANY INSURER OR OTHER PERSON MAY HAVE AS A RESULT OF PAYING ANY CLAIM FOR HARM,DAMAGES, INJURY OR LOSS TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY. A6.Subscriber agrees and acknowledges that the Services,Materials and Equipment may not detect,observe,view,or prevent an unauthorized intrusion onto the premises or any other emergency condition such as fire,smoke,carbon monoxide, medical emergencies or water damage.Subscriber agrees and acknowledges that the use of the Services,Materials and/or Equipment is voluntary.