Terms and Conditions
These Terms and Conditions (these “Terms”) apply to all sales of products, materials and related services (collectively, the “Work”) by Sciens Building Solutions, LLC or its applicable subsidiary/division (the “Company”) to the buyer who issues or signs an order for services or monitoring by the Company (the “Customer”). The Customer will be deemed to have accepted these Terms upon submission to the Company, or signature, of a proposal, purchase order or other ordering document (collectively, “Orders” and together with these Terms, this “Agreement”) for any products, materials or related services. Capitalized terms used, but not otherwise defined, within these Terms shall have the meanings ascribed to such terms in the Order.
1. Termination
a. Termination without Cause. Either Party may terminate this Agreement at any time, without cause, by providing the other Party with thirty (30) days prior written notice. Customer shall promptly pay the Company for work performed up to the date of termination as stipulated in Section 7 – Payment; provided that if the termination without cause is initiated by Customer, then Customer shall pay the Company in full at the time of such termination an amount equal to one (1) full year (i.e., a full contract year) of the then-current Fee.
b. Termination for Cause. Each Party may terminate this Agreement, or the specific Work under this Agreement, with cause by giving the other Party prior written notice of a breach or default and the opportunity to cure. After a Party issues a notice of termination for cause, the other Party has forty-eight (48) hours to respond to the notice, and to initiate the steps necessary to address the breach or default. If such breach or default is not substantially cured within a reasonable time after the notice date, this Agreement shall be terminated immediately. If the termination with cause is initiated by the Company and the Agreement or specific Work is actually terminated following the aforementioned cure period, then Customer shall pay the Company in full at the time of such termination an amount equal to one (1) full year (i.e., a full contract year) of the then-current Fee.
c. Termination for Bankruptcy. Either Party may terminate this Agreement or the specific Work under this Agreement immediately by giving written notice to the other Party in the event of (a) the liquidation or insolvency of the other Party, (b) an assignment by the other Party for the benefit of its creditors, or (c) commencement of any proceeding by or against the other Party in bankruptcy or seeking composition, extension, or readjustment of all or substantially all of such other Party’s obligations, or reorganization, dissolution, liquidation, winding- up arrangement, or any other relief under any bankruptcy, insolvency, reorganization, or other similar applicable law of any jurisdiction; provided that in the event of any such termination initiated by the Company, Customer shall pay the Company in full at the time of such termination an amount equal to one (1) full year (i.e., a full contract year) of the then-current Fee.
2. Change Order
Any changes made to the Work must be through written change order signed by both Parties. The Company shall submit the claim for the addition to the Fee or time to complete the Work to the Customer, with all documentation necessary to substantiate such claim. If the Customer and the Company cannot agree on the amount of the addition, the Company shall only perform the unchanged Work and the Customer shall pay for the unchanged Work performed. The Company reserves the right to not perform the changed Work until both Parties have reached an agreement on the amount of the addition in the Fee or time.
3. Automatic Price Increase
Prices under this Agreement (the “Fee”) shall increase at an annual renewal rate of 8%; provided that the Company may propose to Customer a higher renewal rate with respect to any Renewal Term, and if accepted by Customer that higher renewal rate shall apply.
4. Delay
Should the Company be delayed in the performance of Work by the act, neglect, or default of the Customer or any other third party, or by other causes for which the Company is not responsible, then the Company is entitled to extra compensation and/or extension of time by submitting written claims to the Customer as soon as reasonably possible upon such delay. If, through no act or fault of the Company, suspensions, delays, or interruptions of the Work aggregate more than 100 percent of the number of days scheduled for completion, or 60 days in any 365-day period, whichever is less, the Company reserves the right to terminate such Work with written notice if both Parties fail to reach an agreement on updated schedule and/or additional compensation within a reasonable timeframe.
5. Subcontract
The Company has the express right to subcontract any and all Work under this Agreement. The Company shall only engage subcontractors who are duly licensed and qualified to perform the work consistent with this Agreement. The Company agrees that each subcontractor shall be fully bound in the same manner as the Company is bound to this Agreement to the extent applicable to subcontractor’s scope of work. The Company assumes responsibility to the Customer for the proper performance of the work of subcontractors and any acts and omissions in connection with performance. Nothing in this Agreement is intended or deemed to create any legal or contractual relationship between Customer and subcontractor, including but not limited to any third-party beneficiary rights.
6. Insurance
The Company will be responsible for obtaining adequate insurance coverage. Certificates of Insurance will be provided to the Customer upon request.
a. Proof of Insurance. The Company shall, upon prior request from the Customer, provide proof of insurance with mutually agreed upon insurance requirements.
b. Certificate of Insurance. The Company will provide the Customer with a standard Certificate of Insurance evidencing Workers Compensation, General Liability and Automobile Liability insurance coverages and name the Customer as an additional insured upon request.
7. Payment
a. Payment. . Upon the execution of this Agreement, the Customer shall pay the Company, up front, the full proposal/invoice amount for the Work to be performed (including, without limitation, with respect to any monitoring services to be performed, including all costs for setup and installation, plus applicable taxes, as a precondition to activation of monitoring). The proposal/invoice amount shall be due within thirty (30) days of the Agreement effective date. Taxes. Customer agrees to pay any and all sales, use or business taxes or imposition by municipal, state and/or federal authorities in connection with the services to be performed by the Company and Customer. Customer acknowledges that all charges set forth in this Agreement are based upon the existing federal, state and local taxes and utility charges including telephone company line charges, if any. The Company shall have the right, at any time, to increase the charges provided in this Agreement, to reflect any additional taxes, fees, or charges which hereafter may be imposed on the Company by any utility or governmental agency relating to the service provided under the terms of this Agreement, and Customer agrees to pay the same.
b. Payment Dispute. If the Customer wishes to dispute any portion of an invoice, the Customer shall notify the Company in writing within five (5) days of the date of the invoice. The Customer shall identify the specific cause of the dispute and shall pay when due that portion of the invoice not in dispute. The Company and Customer shall work together in good faith to resolve any disputes as soon as reasonably possible. If necessary, the Company shall issue a revised invoice, and Customer shall pay to the Company in accordance with such revised invoice. The Company reserves the right to stop the performance on any or all of the Work until the dispute is resolved. Failure to notify the Company for any payment dispute within the required timeframe will be deemed as the Customer’s agreement and acceptance to the amount and terms set forth in the invoice.
8. Warranty
a. Warranties by Both Parties. Each Party represents and warrants to the other that: (i) this Agreement has been duly executed and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with such Party’s execution or performance of this Agreement; and (iii) the execution, delivery, and performance of this Agreement does not violate applicable laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
b. Disclaimer of Warranties. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WORK, GOODS AND ALL MATERIALS, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
9. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY THE OTHER PARTY OR COULD HAVE BEEN REASONABLY FORESEEN BY THE PARTY, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO THE OTHER PARTY EXCEED THE AMOUNTS PAID BY CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT FOR THE WORK.
10. Indemnification
Customer agrees to indemnify and hold harmless the Company and its affiliates and their directors, managers, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with any breach by Customer and/or its employees, contractors or agents of this Agreement. Customer hereby releases the Company and its affiliates and their directors, managers, officers and employees from and against all (i) losses, damages and expenses covered by Customer’s insurance policies, (ii) deductibles, and (iii) loss, damage, and expense in excess of amounts paid by Customer’s insurance company.
Customer hereby waives any rights Customer’s insurance company may have (and shall cause Customer’s insurance company to waive any such rights that it may have) to be reimbursed by the Company and its affiliates and their directors, managers, officers and employees for money paid to or on behalf of Customer.
11. Confidential Information
a. Confidential Information. Confidential Information shall mean any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), whether orally or in writing, that is designated as confidential or is otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself. Confidential Information includes this Agreement and its terms, related discussions and negotiations, and the products, business and marketing plans, forecasts, finance matters, technology and technical information, product plans and designs, and business processes disclosed by either Party.
b. Non-Use and Non-Disclosure. Unless otherwise approved by the Discloser in writing, the Recipient shall not use the Confidential Information for any purposes outside the scope of this Agreement and shall not disclose any Confidential Information to its employees or any third party other than those who have a need to know for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein. Recipient shall not reverse engineer, disassemble or decompile any samples, prototypes, software, or other tangible objects that embody the Confidential Information provided by the Discloser to the Recipient except with the express written authorization from the Discloser. Recipient acknowledges and agrees that any unauthorized disclosure or use by the Recipient, whether intentional or unintentional, of any of the Confidential Information shall be detrimental to the Discloser. The obligation of confidentiality will expire three (3) years from the expiration or termination of this Agreement. Upon the expiration or termination of this Agreement, each Party shall, upon request or mutual agreement, destroy or deliver to the other all Confidential Information of the other Party that it has in its possession or control. If requested, Recipient agrees to sign a certification verifying that all Confidential Information received from the Discloser and its agents has been destroyed or returned.
c. Exceptions. Confidential Information shall not include any information disclosed or made available to the Recipient which (a) prior to its disclosure by the Discloser, is already lawfully and rightfully known by or available to the Recipient, (b) through no breach of this Agreement on the part of the Recipient is or hereafter becomes generally available to the public, (c) is developed by the Recipient independently without use of or reference to the Confidential Information, (d) is lawfully received by the Recipient from a third party without restriction and without breach of this Agreement or any other agreement, or (e) is approved for public release or use by written authorization of the Discloser.
d. Compelled Disclosures. If the Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, the Recipient will provide the Discloser prompt written notice, if legally permissible, and will use its best efforts to assist the Discloser in seeking a protective order or other appropriate remedies.
e. Other Agreements. The Parties may enter into separate non- disclosure agreements governing the protection of the Confidential Information. To the extent the terms in such separate non-disclosure agreements are more restrictive than the terms of this Agreement, the more restrictive terms will control for the disclosure.
12. Independent Contractor
The Parties shall be and act as independent contractors in the performance of this Agreement. This Agreement shall not be interpreted or construed as creating or evidencing any agency, association, joint venture, partnership, or franchise between the Parties. Neither Party may represent to anyone that it is an agent of the other Party or is otherwise authorized to bind or commit the other Party in any way without such other Party’s prior written consent. At no time shall either Party make commitments or incur any charges or expenses for or in the name of the other Party.
13. Assignment
Neither this Agreement nor any right, interest or obligation hereunder may be assigned by the Customer without prior written consent from the Company. Any purported assignment by the Customer without prior written consent shall be null and void. The Company reserves the right to assign this Agreement without the prior written consent of the Customer.
14. Severability
If, for any reason, any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be enforced to the extent possible. In such case, this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is valid, legal, and enforceable so as to materially effectuate the Parties’ intent.
15. Notice
Each notice or other communication to be given under this Agreement (“Notice”) shall be in writing and be given by personal delivery, by facsimile or electronic mail with confirmed receipt, or by a reputable overnight courier with confirmed receipt to the addressee designated for the purpose by the addressee to the other Party. The initial facsimile number, addresses, and relevant person or office holder of Customer is as set forth in the Order. The initial facsimile number, addresses, and relevant person or office holder of the Company is as follows:
5925 Stoneridge Dr.Pleasanton, CA 94588
Contracts@sciensbuildingsolutions.com
Attention: Contracts Team
16. Waiver
No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power, or privilege. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement shall not be a waiver of such Party’s right to demand strict compliance in the future, nor shall the same be construed as a novation of this Agreement.
17. Force Majeure
Neither Party shall be liable for any delays in performance or for failure to perform its obligations (except for payment obligations) hereunder due to circumstances beyond its control, including but not limited to, any breach or nonperformance of this Agreement by the other Party; war, invasion, or hostilities (whether war is declared or not); terrorist threats or acts, riots, civil unrest; acts of God; acts of government; pandemics or epidemics; national or regional emergency; telecommunication breakdowns, power outages or shortages; lack of warehouse or storage space; delays in transportation, embargoes or blockades in effect on or after the date of this Agreement; strikes, labor stoppages or slowdowns, and other delays in delivery or inability of suppliers to obtain and deliver adequate or suitable materials; and other events beyond the control of either Party (each a “Force Majeure Event”). In the event of the happening of such a case, the Party whose performances is so affected (the “Impacted Party”) will give prompt, written notice to the other Party, stating the period of time the same is expected to continue, and the date(s) for performance of the obligation affected shall be postponed for as long as is necessary. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Provided, however, if such delay or failure to perform continues for a period exceeding six (6) months, either Party may terminate this Agreement immediately by written notice to the other Party.
18. Disputes Resolution
Controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All claims or proceedings against the Company must be commenced within one (1) year after the cause of action has accrued or the act, omission or event occurred from which the claim, or proceeding arises, whichever is earlier, without extension of time, or said claim or proceeding is barred. The time period in this paragraph must be strictly complied with.
19. Governing Law
This Agreement shall be interpreted and construed in accordance with the laws of the State of where the work is located, without regard to conflict of law principles that would require application of the laws of another jurisdiction.
20. Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date hereof, and all of which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Counterparts delivered by email in PDF or a similar image format shall have the same effect as originals.
21. Entire Agreement, Amendments
This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces any prior or contemporaneous undertakings, commitments, or agreements, oral or written, as to its subject matter. Shall there be any conflict between this Agreement and any other written agreement or terms and conditions, this Agreement shall prevail. The Company shall not be bound by terms additional to or different from these contained in this Agreement that may appear in Customer’s purchase order, work order, work authorization, or in any other communication from the Customer. Acceptance of such communication by the Company shall not constitute the Company’s consent to or acceptance of any such terms. This Agreement may be modified or amended only by an instrument in writing signed by authorized representatives of the Parties on or after the date hereof.
The following terms and conditions apply to Central Station Monitoring if included in the Work (the “Monitoring Service”) only, and to the extent applicable modify, amend, supersede and extend the existing terms and conditions outlined above.
22. For Monitoring Service Only: Customer Authorizations & Duties
a. Authorized Individuals. Customer agrees to furnish to the Company in writing on a continuing basis a list of the names, titles, and residence telephone numbers of all authorized persons to be contacted upon receipt of an alarm signal (the “Call List”), and hereby authorizes and empowers the Company, its agents, subcontractors, contracted monitoring station, or assigns (together, the “Company Central Station”) to notify the designated representative of the Customer listed on the Call List with the contact information provided by the Customer. Customer further agrees to furnish a written list of names, titles, addresses, phone numbers and signatures of all persons authorized to enter the premises or to be notified in the event of an alarm.
b. Alarm List. Customer shall notify the Company in writing on a form approved by the Company each time a new alarm is programmed to report to the signal receiving equipment of the Company Central Station (all such new and existing security alarms together, the “Alarm System”), or when any existing alarm is cancelled. All changes, revisions and modifications to the above shall be supplied to the Company in writing by the Customer.
c. Verbal Changes. It is agreed that new Customer connections and Customer changes will be accepted on the telephone under the following terms and conditions: the Company accepts no responsibility for the accuracy of information given verbally, and Customer assumes full responsibility and liability with respect to such information received telephonically. Customer shall provide to the Company the original of any agreement and other documentation, as required by the Company, for each Alarm System to be monitored by the Company Central Station within five (5) working days from receipt of verbal communication.
d. Equipment; Company Approval. Customer shall be solely responsible for the installation of any telephone company service or equipment necessary to transmit signals from Customer to the Company, and in addition, shall pay to the Company all charges made by any telephone company or other utility to the Company for telephone lines or equipment transmitting signals between Customer’s protected premises and the Company Central Station. Customer acknowledges that signals that are transmitted over telephone company signal channels are wholly beyond the control and jurisdiction of the Company and are maintained and serviced by the applicable telephone company or utility. In the event the Company shall terminate this Agreement without cause and in the event Customer shall disconnect all its alarms from the Company’s signal receiving equipment within sixty (60) days from the date of notice of termination from the Company, during this sixty (60) day period, Customer shall continue to pay to the Company the monitoring charge for each Alarm System monitored by the Company. All equipment installed by Customer to transmit signals to the monitoring equipment utilized by the Company Central Station shall be approved by the Company and shall be compatible with the monitoring equipment utilized by the Company Central Station.
e. Licenses/Permits. Customer represents that it has secured the proper permission, permits or licenses that may be necessary from local authorities for the installation, service and monitoring of the Alarm System(s).
23. For Monitoring Service Only: Receipt Of Signal/Response
Customer, for itself and as the authorized agent of its guests, agents, servants, representatives and employees (individually and collectively, “Any Person”), hereby consent to the Company and the Company’s Central Station, sub intercepting, recording, retrieving, reviewing, copying, disclosing and using the contents of all telephone, video, wire, oral, or electronic and other forms of transmission or communication to which Customer, Any Person or the Company and the Company’s Central Station are parties (each a “Security Alarm”). Upon receipt of a Security Alarm, the Company Central Station shall, without warranty, make every reasonable effort to do the following: (a) Upon receipt of a burglar alarm signal, transmit the alarm to the headquarters of the police department and notify the Customer or its designated representative by calling the persons and/or entities designated by Customer in the Customer information provided to the Company (upon written request from Customer, the Company Central Station will notify Customer or its designated representative first to receive authorization to dispatch the police department); (b) Upon receipt of a hold-up alarm signal, transmit the alarm to the police department; (c) Upon receipt of a sprinkler alarm signal, water flow signal, smoke or automatic fire alarm signal, transmit the alarm to the fire department and notify the Customer or its designated representatives by calling the persons and/or entities designated by Customer in the Customer information provided to the Company; (d) upon receipt of a supervisory or trouble signal, notify the Customer or its designated representatives by calling the telephone number supplied to the Company in writing by the Customer; (e) Upon receipt of an emergency alert signal, transmit the alarm to the persons and/or entities designated by Customer in the Customer information provided to the Company.
24. For Monitoring Service Only: False Alarms
In the event of an excessive number of false alarms being caused by Customer’s negligent or intentional misconduct use of the Alarm System, the Company may, in its sole discretion, deem same to be material breach of contract on the part of the Customer and, at its option, in addition to all other legal remedies set forth below be excused from further performance, upon the giving of ten (10) days written notice to Customer. In the event of a fine, penalty or fee is assessed against the Company or Company Central Station by any governmental or municipal agency as a result of any such false alarm from Customer’s premises, the Customer agrees to forthwith reimburse the Company or Company Central Station for same. The Company’s or Company Central Station’s excuse from performance shall not affect its rights to recover damages from Customer.
25. For Monitoring Service Only: Suspension Of Service
If the Alarm System becomes a “runaway” system or is excessively communicating with the Company Central Station without apparent reason, Customer authorizes and empowers the Company Central Station to, without limitation, do any one or more of the following: ignore all communications received from the Alarm System, disconnect the Alarm System, or render the Alarm System incapable of communicating locally or with the Company Central Station by direct or remote programming the removal or deletion of data necessary to operate the Alarm System. The exercise of such rights shall not be deemed a waiver of the Company’s right to damages, and the Company shall have the right to enforce all other remedies or rights.
26. For Monitoring Service Only: Not an Insurer; Limitation of Liability
It is understood and agreed by and between the parties hereto that the Company is not an insurer nor is this Agreement intended to be an insurance policy or a substitute of an insurance policy. Charges are based solely upon the value of the services provided for and are unrelated to the value of Customer’s property or the property of others on Customer’s premises. Customer agrees that the Company shall not be liable for loss or damage due directly or indirectly to any occurrence, or consequences therefrom, which the service is designed to detect or avert. In no event shall the Company be liable to the Customer for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits or anticipated profits, loss of business or business opportunity, loss of data, loss of goodwill, or any other intangible loss) arising out of or relating to the Customer’s use of or inability to use the monitoring system, whether based on warranty, contract, tort (including negligence), statue, or any other legal theory, and whether or not the Company or Company’s Central Station has been informed of the possibility of damage. Customer agrees that the Company is authorized and permitted to subcontract any services to be provided by the Company to third parties who may be independent of the Company, and that the Company shall not be liable for any loss or damage sustained by Customer by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties, and Customer appoints the Company to act as Customer’s agent with respect to such third parties, except that the Company shall not obligate Customer to make any payments to such third parties. Customer acknowledges that this Agreement, and particularly those paragraphs relating to the Company’s disclaimer of warranties, exemption from liability, even for the negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignee, subcontractors, and communication centers of the Company.
The Company and any subcontracted Company Central Station are independent contractors and do not operate as a partnership nor as a joint venture. The aggregate liability of the Company to Customer for all claims arising out of or relating to the monitoring system or this Agreement, whether in contract, tort or otherwise, is limited to six (6) times the total monthly charge shown herein, or to the sum of two hundred fifty ($250) dollars, whichever sum shall be greater. The Customer should look to the monitoring subcontractor for any additional legal remedies.
In the event any person, not a party to this Agreement, including but not limited to, Customer, shall make any claim or file any lawsuit against the Company for any reason related to the Company’s obligations pursuant to this Agreement, including but not limited to, the operation or non-operation of the monitoring service, the Customer agrees to indemnify, defend, and hold the Company harmless from any and all claims and lawsuits, including the payment of all damages, expenses, costs, and attorney’s fees, whether these claims be based upon alleged intentional conduct, active, or passive, negligence, or strict or product liability on the part of the Company, its agents, servants or employees.
27. For Monitoring Service Only: Disclaimer of Warranties
The Company hereby disclaims all warranties of any kind, whether express or implied, including, without limitation: (a) that the Alarm System may not be compromised or circumvented; (b) that the Alarm System will prevent any loss by burglary, hold-up, fire or otherwise; or that (c) the Alarm System will in all cases provide the protection for which it is installed or intended. If, in the opinion of the Company, use by the Customer adversely affects the use of the monitoring equipment; this Agreement may be terminated thirty (30) days following written notice to Customer. Customer agrees that the Company’s maintenance obligation hereunder relates solely to the maintenance and operation of the Company’s equipment, and that the Company is no way obligated to maintain, repair, service, replace, operate, or assure the operation of the property, system, or any device or devices of non-Company equipment.