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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
<br />DocuSign Envelope ID: 901A240E-2C5B-47E4-916F-04BCE416D58B
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