Terms and Conditions

Throughout these terms and conditions, we will frequently refer to FIRE PROTECTION COMPANY as “Seller” and the Customer is referred to as “Buyer”.

SCOPE OF UNDERTAKING. Seller will perform the services described on the first page of this Quotation/Work Order (“Quotation”) (the Work) as indicated in the Scope of Work Section. Seller will not perform the services or supply the materials or equipment described in the Exclusions above on page 1; no labor, services, equipment or materials are included in this Quotation except as specifically set forth in the Scope of Work described above. Except as specifically set forth below in the Limited Warranty, Seller makes no guaranty or Warranty that equipment or services supplied by Seller will detect or avert occurrences or the consequences there from that the equipment or services are designed to detect or avert. Buyer’s signing of this Quotation shall create an enforceable contract between Seller and Buyer. Any alterations or additions to the Quotation made by Buyer must be initialed by Seller or shall be null and void and of no legal effect.

EQUIPMENT DISCONNECTIONS. Buyer is on NOTICE that the system(s)/device(s) listed on the face of this Quotation will be temporarily or permanently disconnected and no longer in service and, thus, cannot detect, perform and/or report occurrences of transmit signals.

EXISTING SYSTEM. Where new work is connected to an existing system, any deficiencies detected in the existing system during testing or charging of the system are solely the responsibility of the Buyer and are not covered by any Limited Warranty that may be applicable to the Work. Buyer hereby indemnifies and releases Seller from any and all claims arising out of or relating to the existing system and any damage, loss or injury caused by or to the existing system.

LIMITATION OF LIABILITY. In consideration of the potential relative costs and benefits accruing to Seller for performing the Work, Buyer agrees that under no circumstances shall the liability of Seller, whether in tort or contract, arising out of or relating to this Quotation or the performance or failure to perform any action by Seller or any employee, agent, subcontractor or representative of Seller exceed the monetary Price payable by Buyer to Seller as set forth above in this Quotation. As a condition precedent to any claim or lawsuit against Seller, all outstanding invoices must have been paid in full, without compromise on amounts owed.

ACTIONS BY OTHERS. In no event shall Seller be liable for any damage, loss, injury, or any other claim arising from any servicing, alterations, modifications, changes, failure to maintain or movements of the covered system(s) or any of its component parts by the Buyer or any third party.

WAIVER OF SUBROGATION. The Seller is not an insurer against loss or damage. Sufficient insurance shall be obtained by Buyer to cover the premises (and property therein) where the Work will be performed. Buyer agrees to rely exclusively on Buyer’s insurance to recover for injuries, losses or damages suffered in the event of any loss, damage or injury to the premises, persons or property therein. Buyer, for itself and all others claiming by or through it under this Quotation, releases and discharges Seller from and against all losses, costs, expenses, and damages covered by Buyer’s insurance. It is expressly agreed and understood that no insurance company, insurer or other entity/individual will have any right of subrogation against Seller.

INCIDENTAL/CONSEQUENTIAL DAMAGES. Under no circumstances shall Seller be liable to Buyer for indirect, incidental or consequential damages of any kind, including but not limited to damages arising from or related to the use, loss of use, performance, or failure of the covered system(s) to perform.

LIMITED WARRANTY. SELLER WARRANTS THAT THE WORK FURNISHED UNDER THIS QUOTATION WILL BE FREE FROM DEFECTS FOR A PERIOD OF ONE YEAR (365) DAYS FROM THE DATE SAID WORK IS COMPLETED. SELLER AGREES TO REPAIR OR REPLACE THE WORK PROVIDED THE WORK HAS NOT FAILED DUE TO CIRCUMSTANCES UNRELATED TO THE MATERIALS OR WORKMANSHIP FURNISHED BY SELLER (e.g., ABUSE, FAILURE TO MAINTAIN, SERVICE OR REPAIR BY OTHERS ETC…). EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPLIED HEREUNDER.

INDEMNITY. Buyer agrees to indemnify, hold harmless and defend Seller, to the fullest extent permitted by law, against any and all losses, damages, costs, including expert fees and attorney’s fees, arising from or related to any action or failure to act by Buyer or any employee, agent, representative, officer or director of Buyer. In the event Seller is forced to retain an attorney in order to collect monies owed to Seller by Buyer, Buyer agrees to pay Seller’s reasonable attorney’s fees incurred both pre-suit and in litigation related to the collection of monies owed by Buyer to Seller or to Seller’s attempt to enforce any of the terms and conditions of this Quotation. This Quotation should be governed by the laws of the State where the Work is performed, without reference to any conflict of laws principles.

WATER SUPPLY. Seller makes no claims and/or representations as to the presence currently or in the future of corrosion inducing matter, i.e. microbiological organisms, contained within the water supply. Seller recommends that the water supply be periodically tested and, as needed, treated. Periodic testing and treatment of the water supply and all costs associated therewith are the sole responsibility of Buyer. Any such testing by Seller must be pursuant to a separate written agreement.

AFFILIATES. The terms and conditions set forth in this Quotation shall inure to the benefit of all parents, subsidiaries and affiliates of Seller, whether direct or indirect Seller’s employees, agents, officers and directors.

PAYMENT TERMS. If the Price is greater than $10,000, an initial deposit of 50% of the quoted Price may be requested by Seller at signing of the Quotation and before any Work is performed. All payments due beyond the initial deposit (if any) are due no later than 15 days from the date of invoice.

Terms of Monitoring Service

AUTHORIZATION: The person executing the Life Safety Agreement (“Agreement”) on behalf of the Customer/Subscriber of the subject systems, expressly warrants and covenants that he/she is the authorized representative of the Owner of the premises and is authorized to enter into this Agreement for and on behalf of the Owner or Owner’s Designee and to bind Owner or Owner’s Designee to all terms herein.

SCOPE: Customer/Subscriber may contract in the Agreement for one or more of the following services: monitoring services and/or leasing of WIRELESS equipment. The provisions of the Terms and Conditions apply to all services provided and equipment leased by A.C.E. Companies (“FIRE PROTECTION COMPANY”) under the Agreement except as indicated otherwise in the Terms and Conditions. This Agreement contains the entire understanding and final expression of Agreement and supersedes and replaces any previous agreements, promises or representations between the parties. This Agreement may be amended only in a writing signed by both parties.

LIMITATION OF LIABILITY AND WARRANTIES: CUSTOMER/SUBSCRIBER UNDERSTANDS AND AGREES THAT FIRE PROTECTION COMPANY MUST LIMIT ITS LIABILITY UNDER THIS AGREEMENT IN ORDER TO KEEP ITS PRICING REASONABLY AFFORDABLE. ACCORDINGLY, UNDER NO CIRCUMSTANCES SHALL FIRE PROTECTION COMPANY’ LIABILITY FOR ANY CLAIM, CAUSE OF ACTION, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR BODILY INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, PROPERTY LOSS AND/OR ATTORNEY’S FEES) ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL SUM OF FIFTY THOUSAND DOLLARS ($50,000.00). THE CUSTOMER/SUBSCRIBER UNDERSTANDS AND AGREES THAT FIRE PROTECTION COMPANY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND OR TYPE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. THE CUSTOMER/SUBSCRIBER FURTHER UNDERSTANDS AND AGREES THAT FIRE PROTECTION COMPANY MAKES NO EXPRESS WARRANTIES AS TO THE SERVICES RENDERED OR EQUIPMENT LEASED AND THAT NO REPRESENTATIVE OF FIRE PROTECTION COMPANY HAS ANY AUTHORITY TO MAKE ANY WARRANTIES OR OTHERWISE VARY THE TERMS OF THIS AGREEMENT.

WORK OF OTHERS AND EXISTING FIRE PROTECTION SYSTEM: FIRE PROTECTION COMPANY makes no warranty as to the quality of work performed by others or the functionality and design of the originally installed fire protection/security system(s) that are subject to this Agreement. FIRE PROTECTION COMPANY assumes existing system is in good working condition and has been maintained by the Customer/Subscriber per applicable codes and standards. FIRE PROTECTION COMPANY makes no warranties, express or implied, regarding the adequacy, performance or condition of any fire protection or notification equipment. FIRE PROTECTION COMPANY cannot and does not guarantee that loss or damage will not occur.

WAIVER OF SUBROGATION: FIRE PROTECTION COMPANY is not an insurer against loss or damage that may be suffered by Customer/Subscriber. Sufficient property and bodily injury insurance shall be obtained by and is the sole responsibility of Customer/Subscriber. Customer/Subscriber agrees to rely exclusively on Customer/Subscriber’s insurer to recover for bodily injuries or property damage in the event of any loss or injury to the premises or property therein. Customer/Subscriber does hereby, for itself and all others claiming by or through it under this Agreement, release and discharge FIRE PROTECTION COMPANY from and against all damages, costs or expenses covered by Customer/Subscriber’s insurance, it being expressly agreed and understood that no insurance company, insurer, surety or other entity/individual will have any right of subrogation against FIRE PROTECTION COMPANY or any employee, agent, officer, director, shareholder, affiliate or independent contractor of FIRE PROTECTION COMPANY.

SEVERABILITY: If any provisions of the entire Agreement shall be invalid or unenforceable under the laws of the jurisdiction applicable to the Agreement, such invalidity or unenforceable provision(s) shall be severed from the Agreement and the Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of FIRE PROTECTION COMPANY and the Customer/Subscriber shall be construed and enforced accordingly.

NO WARRANTIES OR REPRESENTATIONS: CUSTOMER/SUBSCRIBER’S EXCLUSIVE REMEDY: FIRE PROTECTION COMPANY does not represent nor warrant that the MONITORING SYSTEM will prevent any loss, damage or injury to person or property, by reason of burglary, theft, hold-up, fire or other cause, or that the MONITORING SYSTEM will in all cases provide the protection for which it is installed or intended.

HOLD HARMLESS: If any third party files any claim or legal action against Alarm Co., FIRE PROTECTION COMPANY or any other person or entity authorized to act on Alarm Co.’s behalf, arising from the alarm or monitoring services or Customer/Subscriber’s alarm system, Customer/Subscriber agrees to defend, indemnify and hold Alarm Co. and FIRE PROTECTION COMPANY completely harmless from any such actions, including all damages, expenses, costs, and attorney’s fees they may incur. This defense and indemnification shall apply even if such actions arise from the negligence of Alarm Co. or FIRE PROTECTION COMPANY’s, breach of this contract, strict liability, non -compliance with any applicable law or regulation, or other fault, subject to our limited liability set forth above.

INSTALLATION AND SCHEDULE OF INSTALLATION: Installation of the WIRELESS/ LOW POWER RADIO SYSTEM does not constitute an improvement to real property. WIRELESS/ LOW POWER RADIO ALARM MONITORING SYSTEM to be installed pursuant to plans and specifications filed by FIRE PROTECTION COMPANY, filed with and approved by Authority Having Jurisdiction [AHJ]. Customer/Subscriber authorizes FIRE PROTECTION COMPANY to access the control panel to input or delete data and programming.

ALTERATION OF PREMISES FOR INSTALLATION: FIRE PROTECTION COMPANY is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in FIRE PROTECTION COMPANY’s sole discretion for the installation and service of the MONITORING SYSTEM. FIRE PROTECTION COMPANY shall not be responsible for the condition of the premises upon removal of the MONITORING SYSTEM.

RIGHT TO SUBCONTRACT SPECIAL SERVICES: Customer/Subscriber agrees that FIRE PROTECTION COMPANY is authorized and permitted to subcontract to related or independent third parties any services to be provided by FIRE PROTECTION COMPANY in accordance with the Agreement and that Customer/Subscriber appoints FIRE PROTECTION COMPANY to act as Customer/Subscriber’s agent with respect to such third parties, except that FIRE PROTECTION COMPANY shall not obligate Customer/Subscriber to make any payments to such third parties.

CUSTOMER/SUBSCRIBER’S DUTY TO SUPPLY ELECTRIC: Customer/Subscriber agrees to furnish, at Customer/Subscriber’s expense, all 110 Volt AC power and electrical outlets and receptacles as deemed necessary by FIRE PROTECTION COMPANY in its sole discretion, unless noted otherwise herein, and to notify FIRE PROTECTION COMPANY of any change in such service.

INSPECTION NOTIFICATION: Prior to FIRE PROTECTION COMPANY performing any tests, the Customer/Subscriber must notify all occupants and tenants. If applicable, when FIRE PROTECTION COMPANY performs final fire inspection for the monitoring take over, if system devices or panels are deficient, FIRE PROTECTION COMPANY will provide Customer/Subscriber with a written proposal for service and/or repairs.

TESTING OF SYSTEM: The parties hereto agree that the equipment, once installed, is in the exclusive possession and control of the Customer/Subscriber, and it is their sole responsibility to test the operation of the equipment and to notify FIRE PROTECTION COMPANY if any equipment is in need of repair. FIRE PROTECTION COMPANY shall not be required to service the equipment unless it has received notice from Customer/Subscriber, and upon such notice, FIRE PROTECTION COMPANY shall, during the term of this Agreement, schedule service for the equipment, to the best of its ability, within 48 hours, exclusive of Saturday, Sunday and legal holidays, during the business hours of 8 a.m. and 5 p.m.

WIRELESS/ LOW POWER RADIO MONITORING SYSTEM IS LEASED AND REMAINS PERSONAL PROPERTY OF FIRE PROTECTION COMPANY (UNLESS NOTED OTHERWISE): FIRE PROTECTION COMPANY shall instruct Customer/Subscriber in the proper use of the ALARM MONITORING SYSTEM, install and service on the premises of the Customer/Subscriber, a monitoring system, described herein, including all necessary devices and equipment, with the exception of backup battery replacement, for the duration of this agreement, with the understanding that the entire system, including all apparatus, equipment, instruments, antenna, conduit and wire installed or connected with the system is and shall always remain the sole personal property of FIRE PROTECTION COMPANY and shall not be considered a fixture or a part of the realty, and Customer/Subscriber shall not permit the attachment thereto of any apparatus not furnished by FIRE PROTECTION COMPANY. Customer/Subscriber acknowledges that FIRE PROTECTION COMPANY has offered alternate monitoring equipment.

CUSTOMER/SUBSCRIBER’S CARE OF LEASED EQUIPMENT: REPAIRS AND ADDITIONS: Customer/Subscriber agrees not to tamper with, remove or otherwise interfere with the ALARM MONITORING system. The equipment shall remain in the same location as installed and Customer/Subscriber agrees to bear the cost of repairs, replacement, relocation or additions to the system made necessary as a result of any painting, alteration, remodeling or damage, lightning or electrical surge, except for ordinary wear and tear, in which event repair or replacement shall be made by FIRE PROTECTION COMPANY without additional charge. Equipment may be repaired or replaced with new or reconditioned parts at FIRE PROTECTION COMPANY’ discretion.

CUSTOMER/SUBSCRIBER TO INSURE LEASED MONITORING SYSTEM EQUIPMENT: Customer/Subscriber shall insure FIRE PROTECTION COMPANY’s MONITORING SYSTEM equipment against fire and casualty and Customer/Subscriber agrees to name FIRE PROTECTION COMPANY in said insurance policy as “loss payee” to the extent of the value of the equipment as set forth hereinabove. Customer/Subscriber shall be responsible for any loss occasioned by fire or casualty and the cost of replacing or restoring the MONITORING SYSTEM. Notwithstanding the condition of Customer/Subscriber’s premises, or FIRE PROTECTION COMPANY’s impossibility of performance occasioned by condition of Customer/Subscriber’s premises, Customer/Subscriber shall remain liable for monthly payments for the term of this Agreement without offset or reduction.

CENTRAL OFFICE MONITORING: Upon receipt of a signal, FIRE PROTECTION COMPANY or its designee communication center shall make every reasonable effort to notify Customer/Subscriber and the appropriate emergency authority. Customer/Subscriber acknowledges that signals transmitted from Customer/Subscriber’s premises directly to emergency authorities are not monitored by personnel of FIRE PROTECTION COMPANY. FIRE PROTECTION COMPANY’s designee communication center and FIRE PROTECTION COMPANY does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Customer/Subscriber acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of FIRE PROTECTION COMPANY and are not maintained by FIRE PROTECTION COMPANY and, therefore, FIRE PROTECTION COMPANY shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising there from. Customer/Subscriber agrees to furnish FIRE PROTECTION COMPANY with a written list of names and telephone numbers of those persons Customer/Subscriber wishes to receive notification of signals; these persons are designated as the Customer/Subscriber’s Responsible Parties and the Responsible Parties shall be available 24 hours/day. Customer/Subscriber acknowledges that they can designate an account pass code or a pass code will be assigned to them. All changes and revisions shall be supplied to FIRE PROTECTION COMPANY in writing. FIRE PROTECTION COMPANY may, without prior notice, suspend or terminate its services, in central station’s sole discretion, in event of Customer/Subscriber’s default in performance of this Agreement or in event central station facility or communication network is nonoperational or Customer/Subscriber’s alarm system is sending excessive false alarms. Central station is authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive Owner of such property.

EXCESSIVE SIGNALS: In the event that the Customer/Subscriber’s account sends excessive signals FIRE PROTECTION COMPANY may, at its discretion, discontinue services as a result of the Customer/Subscriber’s failure to make the necessary repairs. After 48 hours and no correction to the account sending excessive signals, Customer/Subscriber authorizes FIRE PROTECTION COMPANY to dispatch a technician at the prevailing time and material rates, at the customer/subscriber’s expense, to resolve or further identify the issue causing the excessive signals. In addition, Customer/Subscriber acknowledges that signal in excess of twenty-five signals per day are subject to a $.05 communications charge per signal received. Excessive signal charges will be invoiced separately then the services contained in the Agreement.

FALSE ALARMS: FIRE PROTECTION COMPANY shall have no liability for false alarms, false alarm fines, excessive or “heavy” usage fees, fire response, any damage to personal or real property or personal injury caused by police or fire department responses to alarms, whether false alarm or otherwise, or the refusal of the fire department to respond. In the event of termination of police or fire response by the police or fire department, this contract shall nevertheless remain in full force and Customer/Subscriber shall remain liable for all payments provided for herein.

ADDITIONAL PAYMENTS: In addition to the payments set forth herein, Customer/Subscriber agrees to be liable for and pay to FIRE PROTECTION COMPANY any excise, sales, property, or other tax, telephone line charges, and any increases thereof, which may be imposed upon FIRE PROTECTION COMPANY because of this Agreement. Should FIRE PROTECTION COMPANY be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this Agreement Customer/Subscriber agrees to pay FIRE PROTECTION COMPANY for such service or material.

ADDITIONAL EQUIPMENT: In the event additional equipment is installed or the systems are modified after the date of this Agreement, the annual alarm monitoring charge shall be increased in accordance with FIRE PROTECTION COMPANY’s prevailing rates.

TERM OF AGREEMENT/ RENEWALS: The term of this Agreement shall be for a period of one year for traditional (phone line) monitoring and three or five years as indicated on the first page of this Agreement for A.C.E. Companies (wireless) monitoring unless otherwise specified within this contract. This agreement shall renew on a yearly basis under the same terms and conditions, unless either party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the Agreement at least 30 days prior to the expiration of any term. If the customer, for any reason, stops making or fails to make the monthly payments during the initial three or five year contract term, the unpaid balance of the contract shall be accelerated and become immediately due and owing as compensation for contractor’s investment in equipment and not as a penalty.

CANCELLATION: This Agreement may be cancelled by Customer/Subscriber with thirty (30) days written notice to FIRE PROTECTION COMPANY provided the contract term length is met. If the WayneNet system Agreement is cancelled by Customer/Subscriber prior to the expiration of the initial three or five-year contract term, or other contract length specified within this Agreement, the unpaid balance of the three or five-year contract price, or other contract length specified within this Agreement, is immediately due and payable in full. This Agreement may be cancelled by FIRE PROTECTION COMPANY with thirty (30) days written notice to Customer/Subscriber.

REMOVAL OF MONITORING SYSTEM: Upon termination of this Agreement, FIRE PROTECTION COMPANY shall be permitted to remotely delete programming and allowed access to Customer/Subscriber’s premises to remove the leased equipment or system. If for any reason caused by Customer/Subscriber, or the owner of the premises if other than the Customer/Subscriber, said equipment or system is not recovered by FIRE PROTECTION COMPANY within 24 hours of such termination, then FIRE PROTECTION COMPANY shall not be required to service the system, and may order the termination of any central office monitoring or other services, and Customer/Subscriber shall remain liable for all payments called for herein. FIRE PROTECTION COMPANY shall notify the AHJ that fire alarm monitoring has been terminated.

PAYMENT: Payment is due and payable within fifteen (15) days after billing. If Customer/Subscriber fails to make payment when due, FIRE PROTECTION COMPANY shall have the right, in its sole discretion, to cancel this Agreement with thirty (30) days written notice to Customer/Subscriber. Customer/Subscriber shall pay any and all collection costs, including but not limited to attorney’s fees and costs, incurred in the collection of past due accounts.

GOVERNING LAW: This Agreement shall be governed by the laws of the State where the job listed on the first page of this Agreement is located without reference to any conflict of laws principles.

ASSIGNMENT: Customer/Subscriber shall not assign this Agreement, or any rights or obligations herein, without prior written consent of FIRE PROTECTION COMPANY. Customer/Subscriber shall also provide FIRE PROTECTION COMPANY thirty (30) days written notice in the event it changes its property manager, billing address or site contact set forth on the first page of this Agreement.

Terms of Inspection Service

AUTHORIZATION: The person executing the Life Safety Agreement (“Agreement”) on behalf of the Customer/Subscriber of the subject systems, expressly warrants and covenants that he/she is the authorized representative of the Owner of the premises and is authorized to enter into this Agreement for and on behalf of the Owner or Owner’s Designee and to bind Owner or Owner’s Designee to all terms herein.

SCOPE: Customer/Subscriber may contract in the Agreement for one or more of the following services: fire sprinkler inspection, fire alarm inspection, and fire extinguisher inspection. The provisions of the General Terms and Conditions apply to all services provided and by Wayne Automatic Fire Sprinklers, Inc. (“FIRE PROTECTION COMPANY”) under the Agreement except as indicated otherwise in the General Terms and Conditions. This Agreement contains the entire understanding and final expression of Agreement and supersedes and replaces any previous agreements, promises or representations between the parties. This Agreement may be amended only in a writing signed by both parties.

LIMITATION OF LIABILITY AND WARRANTIES: CUSTOMER/SUBSCRIBER UNDERSTANDS AND AGREES THAT FIRE PROTECTION COMPANY MUST LIMIT ITS LIABILITY UNDER THIS AGREEMENT IN ORDER TO KEEP ITS PRICING REASONABLY AFFORDABLE. ACCORDINGLY, UNDER NO CIRCUMSTANCES SHALL FIRE PROTECTION COMPANY’ LIABILITY FOR ANY CLAIM, CAUSE OF ACTION, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR BODILY INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, PROPERTY LOSS AND/OR ATTORNEY’S FEES) ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL SUM OF FIFTY THOUSAND DOLLARS ($50,000.00). THE CUSTOMER/SUBSCRIBER UNDERSTANDS AND AGREES THAT FIRE PROTECTION COMPANY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND OR TYPE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. THE CUSTOMER/SUBSCRIBER FURTHER UNDERSTANDS AND AGREES THAT FIRE PROTECTION COMPANY MAKES NO EXPRESS WARRANTIES AS TO THE SERVICES RENDERED OR EQUIPMENT LEASED AND THAT NO REPRESENTATIVE OF FIRE PROTECTION COMPANY HAS ANY AUTHORITY TO MAKE ANY WARRANTIES OR OTHERWISE VARY THE TERMS OF THIS AGREEMENT.

WORK OF OTHERS AND EXISTING FIRE PROTECTION SYSTEM: FIRE PROTECTION COMPANY makes no warranty as to the quality of work performed by others or the functionality and design of the originally installed fire protection system(s) that are subject to this Agreement. FIRE PROTECTION COMPANY makes no warranties, express or implied, regarding the adequacy, performance or condition of any fire protection or notification equipment. FIRE PROTECTION COMPANY cannot and does not guarantee that loss or damage will not occur.

WAIVER OF SUBROGATION: FIRE PROTECTION COMPANY is not an insurer against loss or damage that may be suffered by Customer/Subscriber. Sufficient property and bodily injury insurance shall be obtained by and is the sole responsibility of Customer/Subscriber. Customer/Subscriber agrees to rely exclusively on Customer/Subscriber’s insurer to recover for bodily injuries or property damage in the event of any loss or injury to the premises or property therein. Customer/Subscriber does hereby, for itself and all others claiming by or through it under this Agreement, release and discharge FIRE PROTECTION COMPANY from and against all damages, costs or expenses covered by Customer/Subscriber’s insurance, it being expressly agreed and understood that no insurance company, insurer, surety or other entity/individual will have any right of subrogation against FIRE PROTECTION COMPANY or any employee, agent, officer, director, shareholder, affiliate or independent contractor of FIRE PROTECTION COMPANY.

SEVERABILITY: If any provisions of the entire Agreement shall be invalid or unenforceable under the laws of the jurisdiction applicable to the Agreement, such invalidity or unenforceable provision(s) shall be severed from the Agreement and the Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of FIRE PROTECTION COMPANY and the Customer/Subscriber shall be construed and enforced accordingly.

TERM OF AGREEMENT/ RENEWALS: The term of this Agreement shall be for a period of one year unless noted otherwise. This agreement shall renew on a yearly basis under the same terms and conditions, unless either party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the Agreement at least 30 days prior to the expiration of any term.

CANCELLATION: This Agreement may be cancelled by Customer/Subscriber with thirty (30) days written notice to FIRE PROTECTION COMPANY provided the contract term length is met. This Agreement may be cancelled by FIRE PROTECTION COMPANY with thirty (30) days written notice to Customer/Subscriber.

INSPECTION NOTIFICATION AND ACCESS: Prior to FIRE PROTECTION COMPANY performing any tests, the Customer/Subscriber must notify any alarm monitoring company, the local fire department, and all occupants and tenants. Customer/Subscriber understands and acknowledges it is responsible to maintain the fire protection system(s) in accordance with applicable NFPA Standards and any and all state or local rules, codes, statutes and other regulatory requirements, including, without limitation, the timing and performance of all inspections required by any such authorities. Customer/Subscriber acknowledges that in order to remain in compliance it is responsible to facilitate the scheduling of all inspections and access to all areas. It is further understood that FIRE PROTECTION COMPANY will not enter or inspect any dwelling unit without a Customer/Subscriber representative present.

ADDITIONAL EQUIPMENT: In the event additional equipment is installed or the systems are modified after the date of this Agreement, the annual inspection charge shall be increased in accordance with FIRE PROTECTION COMPANY’s prevailing rates as of the first inspection of the additional equipment/modification.

SCOPE OF INSPECTION: The inspection and testing services provided by this Agreement are designed to determine the functionality of the inspected systems at the time of the inspection/test. The inspection and testing provided under this Agreement do not include: maintenance, repairs, alterations, or replacement of parts or any other field adjustments; daily, weekly or monthly inspection requirements and/or maintenance per NFPA 25 and/or 72; obstruction investigation or prevention; fire pump maintenance; testing of fire hoses; freeze plug inspection; or internal pipe inspection. FIRE PROTECTION COMPANY may choose to offer such services at an additional charge and pursuant to a separate written agreement, but is not obligated under this Agreement to do so. The inspections and testing provided under this Agreement are NOT a system survey or engineering analysis of the system, its installation and/or its design. Any suggested improvements itemized on an inspection and/or testing report does not constitute an engineering review as such items are not part of the NFPA required inspection and test; such items will be noted as an inspection Observation. Inspection and testing services under this Agreement are not intended to reveal design or installation flaws or code compliance violations. FIRE PROTECTION COMPANY makes no guarantee or assurance that all defects or deficiencies in the systems have been identified and itemized.

The scope of work under this Agreement is limited to the provision of inspection and testing services. FIRE PROTECTION COMPANY is not required to move personal property, equipment, walls, and ceilings or like materials which may impede access or limit visibility. Portions of systems that are latent or concealed are excluded from the inspection.

Customer/Subscriber is responsible for the applicable NFPA 25 and 72 line items requiring test and inspection in intervals greater than the annual testing frequency (this includes the test and inspection of items such as, but not limited to, smoke detector sensitivity, fire sprinkler heads, three- and five-year inspections, sound pressures, etc.) unless otherwise specified in the Agreement.

ADDITIONAL PAYMENTS: In addition to the payments set forth herein, Customer/Subscriber agrees to be liable for and pay to FIRE PROTECTION COMPANY any excise, sales, property, or other tax, telephone line charges, backflow permitting, third party reporting fees, and any increases thereof, which may be imposed upon FIRE PROTECTION COMPANY because of this Agreement unless otherwise stated within the Agreement. Should FIRE PROTECTION COMPANY be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this Agreement Customer/Subscriber agrees to pay FIRE PROTECTION COMPANY for such service or material.

WATER SUPPLY: Testing and treatment of the water supply, and any costs associated therewith, are not covered by this Agreement and are the sole responsibility of the Customer/Subscriber. FIRE PROTECTION COMPANY recommends that the water supply be tested and treated, where necessary, for any microbiological organisms that may influence corrosion, and will provide such services upon execution of a separate written Agreement.

WATER DISCHARGE: FIRE PROTECTION COMPANY will make every reasonable effort to prevent the discharge of water into or onto areas of landscaping, decorative pavement, etc.  Customer/Subscriber must provide sufficient and readily accessible means to accept the full flow of water that may be required by tests as determined by the type of inspection and accepts all liability arising out of or relating to water discharge.

LOCATION OF DEVICES: Customer/Subscriber is responsible for locating and/or identifying all devices that are not visibly marked, such as duct detectors, damper controls, drudrips, low point drains, etc.

DRY PIPE SYSTEM: Customer/Subscriber is aware that dry pipe sprinkler systems must be drained after each operation of the dry valve to remove water from the system as residual water may freeze, cause damage to the pipes or other components, and cause significant water damage to the premises and property therein. During the inspection and testing of dry pipe systems, FIRE PROTECTION COMPANY will utilize all accessible low point auxiliary drains and/or drum drips so that the residual water can be drained.

DUCT DETECTORS: If testing of Duct Detectors is included in this Agreement, the testing of the Duct Detectors will be limited to testing at floor level using approved smoke devices to test the entry of smoke into the sensing chamber of the Duct Detector head and through the use of remote testing key switches unless otherwise specified in the Agreement. Testing of the air flow across the sampling tube is not included in this Agreement.

ATTICS: To the extent that any attic is included in the agreement, only such equipment as is safely visible and accessible from the floored area of the attic will be subject to the Agreement.

NFPA 25 and 72: Customer/Subscriber has reviewed and is familiar with the National Fire Protection Association Standards 25 & 72 (NFPA 25 & 72) and understands the requirements and consequences of failure to comply with the requirements therein. Customer/Subscriber shall comply with the requirements of NFPA 25 & 72.Customer/Subscriber is responsible for maintaining all fire protection equipment and all alarm equipment and components in good, working order as outlined in the applicable NFPA Standards and any and all local rules, codes or standards applicable to the jurisdiction where the system(s) is/are located.

SCOPE OF FIRE EXTINGUISHER INSPECTION: NFPA 10 is the standard for portable fire extinguishers and inspection services related to Customer/Subscriber’s fire extinguishers shall be provided in accordance with NFPA 10. Customer/Subscriber is familiar with NFPA 10, its requirements and Customer/Subscriber’s responsibility and duties pursuant to NFPA 10. Services provided under this Agreement do not include an analysis or survey of the fire hazard and appropriate selection of fire extinguishers relative to the particular classification of hazards. Such analysis and survey can be performed pursuant to a separate, written agreement. The scope of this inspection is limited to the inspection, and maintenance (as defined by NFPA 10, Section 3.3.15) of the fire extinguishers in place at Customer/Subscriber’s inspection location. Customer/Subscriber acknowledges that it is the Customer/Subscriber’s responsibility to assure that inspection, maintenance and recharging of fire extinguishers occurs.

FIRE EXTINGUISHER SERVICES/FREQUENCY: The inspection and maintenance (as defined by NFPA 10, Section 3.3.15) provided pursuant to this Agreement shall be provided on an annual basis only pursuant to NFPA 10, Section 7.3.1.1.1. All other inspections and monitoring required to be performed monthly or more frequently than at one year intervals shall remain the sole responsibility of Customer/Subscriber unless this Agreement specifically provides for fire extinguisher inspections and services at intervals more frequently than on an annual basis.

PAYMENT: Payment is due and payable within fifteen (15) days after billing. If Customer/Subscriber fails to make payment when due, FIRE PROTECTION COMPANY shall have the right, in its sole discretion, to cancel this Agreement with thirty (30) days written notice to Customer/Subscriber. Customer/Subscriber shall pay any and all collection costs, including but not limited to attorney’s fees and costs, incurred in the collection of past due accounts.

GOVERNING LAW: This Agreement shall be governed by the laws of the State where the job listed on the first page of this Agreement is located without reference to any conflict of laws principles.

ASSIGNMENT: Customer/Subscriber shall not assign this Agreement, or any rights or obligations herein, without the prior written consent of FIRE PROTECTION COMPANY. Customer/Subscriber shall also provide FIRE PROTECTION COMPANY thirty (30) days written notice in the event that it changes its property manager, billing address or site contact set forth on the first page of this Agreement.