Terms and Conditions for Monitoring, Testing, and Inspections

TERMS AND CONDITIONS FOR MONITORING, TESTING, & INSPECTIONS

Thompson Electronics Company

905 S Bosch Road, Peoria, Illinois 61607

Office (309) 697-2277 Fax (309) 697-3337 License # 127-000536

MONITORING SERVICES PROVIDED: Upon receipt of a fire alarm signal from Subscriber’s fire alarm system, TEC or its designee Monitoring Center shall make every reasonable effort to notify Subscriber and the appropriate municipal fire department and comply with AHJ dispatch procedures. Only Subscriber will be notified of fire trouble, fire supervisory or other off normal signals as soon as may be practical. Not all signals or transmissions will require notification to the authorities, and Subscriber may obtain a written response policy from TEC upon written request. Subscriber acknowledges that signals transmitted from Subscriber’s premises directly to fire departments are not monitored by personnel of TEC or its Monitoring Center and TEC does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Subscriber acknowledges that signals which are transmitted over telephone lines, wire, air waves, internet, Managed Facilities Voice Networks, VOIP, or other modes of communication pass through communication networks wholly beyond the control of TEC and are not maintained by TEC except TEC may own the radio network and TEC shall not be responsible for any failure which prevents transmission signals or data from reaching the Monitoring Center or damages arising therefrom, or for data corruption, theft or viruses to Subscriber’s computers if connected to the communication equipment. The fire alarm system and communication pathway may not function during a power failure or not maintain functionality for a 24 hour period as required by NFPA-72, International Code Council (ICC), AHJ requirements or other governing law for fire alarm systems and Subscriber is responsible for verifying operation of the communication pathway with the communications pathway provider. Subscriber agrees to furnish TEC with a written Call List of names and telephone numbers of persons Subscriber wishes to receive notification of fire alarm signals. Unless otherwise provided in the Call List TEC will make a reasonable effort to contact the first person reached or notified on the list either via telephone call, text or email message. No more than one call to the list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with TEC’s notification obligation. All changes and revisions to the account information shall be supplied to TEC in writing. Subscriber authorizes TEC to access the control panel and/or communicator to input or delete data and programming. If Subscriber requests TEC to reprogram system functions remotely, Subscriber shall pay TEC $120.00 for each such service, and any change in programming requires a full physical test of all fire alarm components pursuant to NFPA 72, ICC, AHJ requirements or other governing law which testing shall be at Subscriber’s expense at TEC’s customary charges. TEC may, without prior notice, suspend or terminate its services, in TEC’s sole discretion, in the event of civil unrest, rioting or natural disaster which renders monitoring or first responder response impractical, or in event of Subscriber’s default in performance of this agreement or in event Monitoring Center’s facility or communication network is nonoperational or Subscriber’s system is sending excessive false alarms, without relieving Subscriber’s obligation to make payments required in paragraphs 1-5. Upon suspension or termination of services TEC will notify Subscriber of such termination and the balance owed by Subscriber for the term of this agreement. TEC is authorized to notify Subscriber by email, First Class Mail delivered by the US Postal Service or text message to Subscriber’s cell phone. Monitoring Center is authorized to record and maintain all data, voice and alarm communications and shall be the exclusive owner of such property. If AHJ requires a technician to be sent to Subscriber’s premises after a fire alarm is dispatched, or if Runner service exceeds maximum Runs per year, Subscriber agrees to pay $225.00 per call.
TERM OF AGREEMENT / RENEWAL: The term of this agreement shall be for a period of Five years and shall automatically renew month to month thereafter under the same terms and conditions unless either party gives notice to the other of their intention not to renew the agreement at least 30 days prior to the expiration of any term. Termination shall comply with local law. Following the automatic renewal, Subscriber will be charged for the services provided herein at the same then-current rate and frequency existing at the end of the prior term. TEC may invoice Subscriber in advance monthly, quarterly, or annually at TEC’s option. Unless otherwise specified herein, all recurring charges for services in paragraphs 1-5 shall commence on the first day of the month next succeeding the date hereof, all payments being due on the first day of the month. In the event TEC agrees to suspend its services and Subscriber’s payments during the suspension period, the term of this agreement shall be deemed extended by the time of the suspension period. In order to cancel the automatic renewal, if Subscriber entered into this agreement in-person, Subscriber may submit a request in writing to TEC, at its address listed at the head of this agreement, of Subscriber’s intention not to renew the agreement. Alternatively, Subscriber may contact TEC via telephone or via Interactive Electronic Medium (e.g., internet website) to notify TEC of Subscriber’s intention not to renew the agreement.

If Subscriber entered into this agreement via an Interactive Electronic Medium, Subscriber may use the simple and easy to find cancellation method TEC has in place through the same Interactive Electronic Medium in order to notify TEC of its intention not to renew the agreement.

If Subscriber entered into this agreement via telephone, Subscriber may contact TEC by telephone during normal business hours to notify TEC of Subscriber’s intention not to renew the agreement.
INCREASES OF MONTHLY CHARGE: After the expiration of one year from the date hereof TEC shall be permitted from time to time to increase the monthly charges by an amount not to exceed seven percent each year and Subscriber agrees to pay such increase as invoiced.
DELAY IN DELIVERY / INSTALLATION / RISK OF LOSS OF MATERIAL / AGENCY DISCLOSURE: TEC shall not be liable for any damage or loss sustained by Subscriber as a result of delay in delivery and/or installation of equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, or other causes, including TEC’s negligence or failure to perform any obligation. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence. In the event the work is delayed through no fault of TEC, TEC shall have such additional time for performance as may be reasonably necessary under the circumstances. Subscriber agrees to pay TEC the sum of $1,000 per day for each business day the work is re-scheduled or delayed by Subscriber or others engaged by Subscriber through no fault of TEC on less than 24 hour notice to TEC. If installation is delayed for more than one year from date hereof through no fault of TEC, Subscriber agrees to pay an additional 5% of the contract Purchase Price upon installation. Subscriber assumes all risk of loss of material once delivered to the job site. TEC is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in TEC’s sole discretion for the installation and service of the equipment, and TEC shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the equipment, and Subscriber represents that the owner of the premises, if other than Subscriber, authorizes the installation of the equipment under the terms of this agreement. In the event installation of any equipment requires the shut off of any utility service or equipment, including but not limited to gas, electric, boiler, range, oven, gas fireplaces, gas supplied kitchen or household appliances, Subscriber shall be responsible to engage a licensed professional independent of TEC to shut off the utility service or equipment. TEC has no responsibility or liability for shutting down utility service or equipment. Subscriber agrees to have such service performed within 48 hours upon request by TEC. If a party executing this agreement is acting as an agent for a principal, it is agent’s responsibility to disclose to TEC the name of the principal and to notify TEC in advance in the event agent’s principal changes during the initial or renewal terms of this agreement.
REPAIR SERVICE: The parties agree that the equipment, once installed, is in the exclusive possession and control of the Subscriber, and it is Subscriber’s sole responsibility to notify TEC if any equipment is in need of repair. TEC shall not be required to service the equipment unless it has received notice from Subscriber, and upon such notice, TEC shall, during the warranty period or if service has been contracted under paragraph 2b of this agreement, service the equipment to the best of its ability within 36 hours, exclusive of Saturday, Sunday and legal holidays, between the business hours of 9 a.m. and 5 p.m. If Subscriber has provided keys to the premises to facilitate repairs when Subscriber is absent from the premises, only repairs covered by the Repair Service Plan or authorized in writing will be performed.
SUBSCRIBER’S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subscriber agrees to furnish, at Subscriber’s expense, all AC power, electrical outlet, circuit breaker and dedicated electrical feed, internet connection, high speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Block or equivalent, and maintain areas in the premises where active electronics, such as panel, expansion devices and power supplies, between 32 to 122 degrees Fahrenheit, as deemed necessary by TEC.
SUBSCRIBER RESPONSIBLE FOR FALSE ALARMS / PERMIT FEES / NON-SOLICITATION / ADDITIONAL COSTS / OTHER LICENSED TRADES / CO VIOLATIONS / AND EXPERT WITNESS FEES: Subscriber is responsible for all alarm permits and permit fees, agrees to file for and maintain any permits required by applicable law and AHJ and indemnify or reimburse TEC for any fees or fines relating to permits, code compliance or false alarms. TEC shall have no liability for permit fees, false alarms, false alarm fines, fire response, any damage to personal or real property or personal injury caused by fire department response to alarm, whether false alarm or otherwise, the refusal of the fire department to respond or change in plans or specifications or installation required by the AHJ. In the event of termination of fire response by the fire department this agreement shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein. Should TEC be required to perform any service or furnish or replace any equipment or material not specifically covered by the terms of this agreement, because of change in existing or hereafter enacted law, AHJ requirements, change in technology, obsolete or manufacturer’s end of life equipment, Subscriber agrees to pay TEC for such service or material and TEC’S customary charges for such labor and material. The pricing to be paid by Subscriber in this agreement for specified matter is based on current pricing by TEC’s suppliers and vendors. In view of supply shortage and inflation Subscriber agrees to pay any increase for equipment or services to TEC by TEC’s suppliers and vendors in connection with equipment and services to be provided by TEC to Subscriber. TEC will notify Subscriber of any such increase, and Subscriber shall have the option of paying the increase or selecting alternative equipment and services, if available, for the prices set forth in this agreement. Subscriber agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity, any employee of TEC assigned by TEC to perform and who performs any service for or on behalf of Subscriber during the term of this agreement, any renewals thereof and for a period of 2 years thereafter. In the event of Subscriber’s violation of this provision, in addition to injunctive relief, TEC shall recover from Subscriber an amount equal to such employee’s salary based on the average three months preceding employee’s termination of employment with TEC, times twelve, together with TEC’s counsel and expert witness fees. Subscriber is responsible for engaging licensed tradespeople to perform any work which TEC is not licensed to perform interconnecting the fire alarm to HVAC, elevators, appliances and other electronic and mechanical systems. It is Subscriber’s responsibility to obtain a Certificate of Occupancy for the intended use of the premises affected by the fire alarm or obtain a Letter of No Objection from the AHJ if a Certificate of Occupancy is not available. It is Subscriber’s sole responsibility to cure any building or Environmental Control Board violations. In the event Subscriber or any third party subpoenas or summons TEC requiring any services or appearances, Subscriber agrees to pay TEC $150 per hour for such services and appearances. Subscriber shall reimburse TEC for any Monitoring Center charges for excessive signals.
INDEMNITY / WAIVER OF SUBROGATION RIGHTS / ASSIGNMENTS: Subscriber agrees to and shall defend, advance expenses for litigation and arbitration, including investigation, legal and expert witness fees, indemnify and hold harmless TEC, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Subscriber, including reasonable attorneys’ fees and losses asserted against and alleged to be caused by TEC’s performance, negligent performance, or failure to perform any obligation under or in furtherance of this agreement. Parties agree that there are no third-party beneficiaries of this agreement. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber’s insurance carrier may otherwise have against TEC or TEC’s subcontractors arising out of this agreement or the relation of the parties hereto. Subscriber shall not be permitted to assign this agreement without written consent of TEC, which shall not unreasonably be withheld. TEC shall have the right to assign this agreement to a company licensed to perform the services and shall be relieved of any obligations created herein upon such assignment.
EXCULPATORY CLAUSE: TEC is not an insurer and no insurance coverage is offered herein. The fire alarm and TEC’s services are designed to detect and reduce certain risks of loss, though TEC does not guarantee that no loss or damage will occur. TEC is not assuming liability, and, therefore, Subscriber agrees TEC, shall not be liable to Subscriber or any other third party, and Subscriber covenants not to sue TEC, for any loss, economic or non-economic, business loss or interruption, consequential damages to the extent permitted by law, in contract or tort, data corruption or inability to retrieve data, personal injury or property damage sustained by Subscriber or others as a result of equipment failure, human error, fire, smoke, water or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by TEC’s breach of contract, negligent performance to any degree in furtherance of this agreement, any extra contractual or legal duty, strict products liability, or negligent failure to perform any obligation pursuant to this agreement or any other legal duty, except for gross negligence and willful misconduct. Subscriber releases TEC from any claims for contribution, indemnity or subrogation.
LIMITATION OF LIABILITY: SUBSCRIBER AGREES THAT, EXCEPT FOR TEC’S GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, SHOULD THERE ARISE ANY LIABILITY ON THE PART OF TEC AS A RESULT OF TEC’S BREACH OF CONTRACT, NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF TEC’S OBLIGATIONS PURSUANT TO THIS AGREEMENT, EQUIPMENT FAILURE, HUMAN ERROR, STRICT PRODUCTS LIABILITY, OR ANY OTHER LEGAL DUTY, IN CONTRACT, TORT, EQUITY OR LAW, ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, ACTUAL, COMPENSATORY OR NOMINAL, THAT TEC’S LIABILITY AND DAMAGES, WHETHER ACTUAL, COMPENSATORY, NOMINAL, CONSEQUENTIAL (TO THE EXTENT PERMITTED BY LAW), PUNITIVE, EXEMPLARY, STATUTORY, OR ANY OTHER DAMAGE SHALL BE LIMITED TO THE ANNUAL SUM OF THE MONTHLY PAYMENT FOR SERVICES BEING PROVIDED AT TIME OF LOSS, WHICHEVER IS GREATER. IF SUBSCRIBER WISHES TO INCREASE TEC’S AMOUNT OF LIMITATION OF LIABILITY AND DAMAGES, SUBSCRIBER MAY, AS A MATTER OF RIGHT, AT ANY TIME, BY ENTERING INTO A SUPPLEMENTAL AGREEMENT, OBTAIN A HIGHER LIMIT BY PAYING AN ANNUAL PAYMENT CONSONANT WITH TEC’S INCREASED LIABILITY AND DAMAGES. THIS SHALL NOT BE CONSTRUED AS INSURANCE COVERAGE. TEC’S LIABILITY AND DAMAGES FOR GROSS NEGLIGENCE AND WILLFUL MISCONDUCT SHALL NOT EXCEED ITS AVAILABLE INSURANCE COVERAGE.

SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS EXCULPATORY CLAUSE, INDEMNITY, INSURANCE, AND ALLOCATION OF RISK AND LIMITATION OF LIABILITY PROVISIONS.
LEGAL ACTION / ARBITRATION / SECURITY INTEREST / BREACH / LIQUIDATED DAMAGES / AGREEMENT TO BINDING ARBITRATION: The parties agree that due to the nature of the services to be provided by TEC, the payments to be made by the Subscriber for the term of this agreement form an integral part of TEC’s anticipated profits; that in the event of Subscriber’s default it would be difficult if not impossible to fix TEC’s actual damages. Therefore, in the event Subscriber defaults in any payment or charges to be paid to TEC, Subscriber shall be immediately liable for any unpaid installation and invoiced charges plus 80% of the balance of all payments for the entire term of this agreement as LIQUIDATED DAMAGES. Upon suspension or termination of services TEC will notify Subscriber of such termination. TEC is authorized to notify Subscriber by email, First Class Mail delivered by the US Postal Service or text message to Subscriber’s cell phone.

Additionally, in the event TEC retained ownership of the communication system and Subscriber breaches this agreement or this agreement expires for any reason, TEC may, at its option, either remove its Communication System or deem same sold to Subscriber for 80% the amount specified as the Agreed Value of the Communication System. TEC may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement and shall be permitted to terminate all its services under this agreement and deactivate the System without relieving Subscriber of any obligation herein and may notify AHJ of termination. In order to secure all indebtedness or liability of Subscriber to TEC, Subscriber hereby grants TEC a security interest in all of Subscriber’s equipment, inventory and proceeds thereof, accounts receivables and cash on hand and TEC may execute and file a UCC-1 statement.

to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement.

SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND THAT ARBITRATION IS BINDING AND FINAL AND THAT SUBSCRIBER IS WAIVING SUBSCRIBER’S RIGHT TO TRIAL IN A COURT OF LAW AND OTHER RIGHTS.
TEC’S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that TEC is authorized and permitted to subcontract any services to be provided by TEC to third parties who may be independent of TEC, and that TEC shall not be liable for any loss or damage sustained by Subscriber by reason of fire or any other cause whatsoever caused by the negligence of third parties and that Subscriber appoints TEC to act as Subscriber’s agent with respect to such third parties, except that TEC shall not obligate Subscriber to make any payments to such third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to TEC’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors, manufacturers, vendors and Monitoring Center of TEC.
MOLD, OBSTACLES AND HAZARDOUS CONDITIONS / FIRE STOP BREACH: Subscriber shall notify TEC in writing of any undisclosed, concealed or hidden conditions in any area where installation is planned, and Subscriber shall be responsible for removal of such conditions. In the event TEC discovers the presence of suspected asbestos or other hazardous material TEC shall stop all work immediately and notify Subscriber. It shall be Subscriber’s sole obligation to remove such conditions from the premises, and if the work is delayed due to the discovery of suspected asbestos or other hazardous material or conditions then an extension of time to perform the work shall be allowed and Subscriber agrees to compensate TEC for any additional expenses caused by the delay but not less than $1000.00 per day until work can resume. If TEC, in its sole discretion, determines that continuing the work poses a risk to TEC or its employees or agents, TEC may elect to terminate this agreement on 3-day notice to Subscriber and Subscriber shall compensate TEC for all services rendered and material provided to date of termination. TEC shall be entitled to remove all its equipment and uninstalled equipment and material from the job site. Under no circumstances shall TEC be liable to Subscriber for any damage caused by mold or hazardous conditions or remediation thereof. TEC shall have no liability for any breach of fire stops or for inspection or certification of integrity of fire stops in the premises.
FULL AGREEMENT / SEVERABILITY: This agreement along with the Schedule of Equipment and Services constitutes the full understanding of the parties and may not be amended, modified or canceled, except in writing signed by both parties. Subscriber acknowledges and represents that Subscriber has not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set forth in this Agreement. Subscriber hereby waives all rights and remedies, at law or in equity, arising, or which may arise, as the result of Subscriber’s reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance. To the extent this agreement is inconsistent with any other document or agreement, whether executed prior to, concurrently with or subsequent to this agreement the terms of this agreement shall govern. Should any provision of this agreement be deemed unenforceable, the provision shall be deemed modified and enforceable to the extent deemed enforceable and in any event shall not render any other provision in this agreement unenforceable.

Dated this ________ day of ____________________, ___________.

Thompson Electronics Company Buyer

By:_______________________ By:________________________

Its ______________________ Its _____________________

Address ____________________