Customer Agrees and Understands: (a) That Customer is solely responsible for any false alarm fines, permit fees and other municipal assessments related to the equipment and shall promptly on demand reimburse and indemnify NYSSI for any such fines, fees, assessments and expenses; (b) Should NYSSI be required by existing or hereafter enacted law to perform any service or furnish any materials not specifically covered by the terms of this Agreement, Customer agrees to pay NYSSI for such service and materials; (c) That NYSSI is not an insurer and that insurance covering personal injury, including death, and real or personal property loss or damage in, about or to the premises shall be obtained by the Customer; (d) that the equipment and services are designed to reduce, but not eliminate, certain risks of loss and that the amounts being charged by NYSSI are not sufficient to warrant or guarantee that neither loss or damage will not occur or an increase in loss or damage will not occur; (e) that NYSSI is not liable for any loss or damage which may occur prior to, contemporaneous with, or subsequent to the execution of this agreement even if due to the active or passive sole, joint or several negligence of NYSSI or its agents, servants or employees, suppliers or subcontractors, or to the improper performance of and/or failure to perform of the equipment, or breach of contract, express or implied, or breach of warranty, expressed or implied, or by loss or damage to facilities necessary to operate the system or any central station; and, (f) that should there arise any liability on the part of NYSSI for personal injury and/or property damage, real or personal, which is in connection with, arises out of or from, or results from the remote programming or monitoring of any equipment or system, and/or the dispatch of individuals to the premises, and/or the failure or faulty operation of the dispatch of individuals to the premises, and/or the failure or faulty operation of the system, equipment or central station facilities, and or the active or passive sole, joint or several negligence (including gross negligence) of company and/or its agents, servants, employees, suppliers or subcontractors including, without limitation, acts, errors or omissions which occur prior to, contemporaneously with or subsequent to the execution of this agreement, and/or any claim(s) brought in product or strict liability, and/or breach of warranty, expressed or implied, and/or breach of contract, expressed or implied, and/or claim for distribution or indemnification, whether in contract, tort or equity, including, without limitation, any general, direct, special, incidental, exemplary, punitive and/or consequential damages, irrespective of cause, such liability, if any, shall be limited to the maximum sum of $250.00, or 5% of the sales price, whichever shall be greater, and this liability shall be exclusive.

Indemnification: Customer agrees to indemnify, defend and hold harmless NYSSI, its employees, agents and subcontractors, from and against all claims, demands, liabilities, damages, losses, expenses, including attorneys’ fees and lawsuits which may be asserted against or incurred by NYSSI by or due to any person not a party to this Agreement, including Customer’s insurance or bonding company, for any expense, loss or damage including, but not limited to, statutory civil damages, personal injury, death and/or property damage, real or personal, arising out of the design, sale, lease, installation, repair, service, dispatch, maintenance, monitoring, recording of communications, operation or non-operation of the equipment, system of central station facilities, whether due to the sole, joint or several negligence (including gross negligence) of NYSSI or its agents, servants, employees, suppliers, or subcontractors, breach of contract, express or implied, breach of warranty, express or implied, product or strict liability, and/or any claim for contribution or indemnification whether in contract, tort or equity.

Insurance:   Customer shall maintain in a policy of public liability, property damage, burglary and theft insurance under which NYSSI and the Customer are named as insured, or additional insureds, and under which the insurer agrees to indemnify and hold NYSSI harmless from and against all costs, expenses (including attorneys’ fees) and liability arising out of or based upon any and all claims, injuries and damages arising under this Agreement, including but not limited to those claims, injuries and damages contributed to by NYSSI’s negligent performance to any degree or in failure to perform any obligation. The minimum limits of liability of such insurance shall be one million dollars for any injury or death, and property damage, burglary and theft coverage in an amount necessary to indemnify Customer for property on its Premises. NYSSI shall not be responsible for any portion or any loss or damage which is recovered or recoverable by the Customer from insurance covering such loss or damage or for such loss or damage against which Customer is indemnified or insured.

The Parties agree that there are no third party beneficiaries of the Agreement. Customer, on its behalf and any insurance carrier waives any right of subrogation Customer’s insurance carrier may otherwise have against NYSSI or NYSSI’s subcontractors arising out of this Agreement or the relation of the parties hereto. Customer shall not be permitted to assign this Agreement without the prior written consent of NYSSI.   NYSSI shall have the right to assign this Agreement and shall be relieved of any obligations created herein upon such assignment.

Legal Action; Attorneys Fees:   In the event that NYSSI shall consult with an attorney as the result of Customer’s failure to timely pay the full amount due or other default by Customer under this Agreement, Customer agrees to reimburse NYSSI for reasonable attorneys’ fees, court and other costs and expenses incurred by NYSSI as a result of Customer’s failure and default. Any judgment to be entered hereunder in favor of NYSSI shall include interest at the aforementioned rate of 1-1/2% per month from the date payment was due. Should NYSSI prevail in any litigation between the parties, Customer shall pay NYSSI’s legal fees and same may be incorporated into any resulting judgment.   The parties waive trial by jury in any action between them. In any action commenced by NYSSI against Customer, Customer shall not be permitted to interpose any counterclaim. Any action by Customer against NYSSI must be commenced within one (1) year of the accrual of the cause of action or shall be barred. All actions or proceedings against NYSSI must be based on the provisions of this Agreement. Any other action that Customer may have or bring against NYSSI in respect 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.

Full Agreement: This agreement constitutes the full understanding by and between the parties hereto, and may not be amended or modified, except in writing signed by both parties and shall be construed under the Laws of the State of New York. This agreement shall not be binding upon the Company unless signed by an authorized agent.