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F. Taxes and Fees. Charges do not include any applicable taxes. The Customer shall pay the Charges, and as applicable the following:
<br />i.All applicable taxes, assessment, duties, fees, or charges now or hereafter levied by any domestic or foreign government or instrumentality thereof (“Taxes”)
<br />related to the Products and Services, other than Taxes based on Everon’s net income;
<br />ii.Any false alarm fines or Taxes imposed by any government, instrumentality thereof, law enforcement agency, or other public safety Authority Having Jurisdiction
<br />(“AHJ”) or costs for additional or modified Products or Services required by any AHJ;
<br />iii.All charges related to telecommunication services required for the Products or Services to function, including expenses or costs required to modify or replace
<br />Products or Services to comply with changes made by or affecting telecommunication or related services required for the Products or Services to function;
<br />iv.Any costs and service charges for Everon to repair or replace Customer-owned equipment necessary for Everon to provide the Products or Services;
<br />v.A service charge for (a) Everon to respond to a service call or alarm signal caused by Customer error, including, but not limited to, operating Products contrary to
<br />Everon instructions; (b) if Customer cancels an installation or service appointment less than forty-eight (48) hours prior to Everon’s deployment of personnel to the
<br />Premises; (c) any use of third-party portal for invoice, order, or service or transaction management requested by Customer; or (d) Customer’s use of credit card to
<br />make payment on any invoice.
<br />vi.If payment and performance bonds are required by Customer, then Customer shall pay an administrative fee; and
<br />vii.Everon may, after providing notification and documentation to the City of such charges, issue surcharges in order to mitigate and/or recover increased operating
<br />costs arising from or related to, without limitation: (a) foreign currency exchange variation, (b) increased cost of third-party supplies, labor, and/or Products, (c)
<br />impact of government tariffs or other actions, and (d) any conditions that increase Everon’s costs, including without limitation increased labor, freight, material or
<br />supply costs, or increased costs due to inflation (collectively, “Surcharges”). Any Surcharges, as well as the timing, effectiveness, and method of determination
<br />thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in this Agreement.
<br /> 2. Products and Installation
<br />A.Timing. If the Agreement calls for the installation of any Products by Everon (“Installation”), then Everon will use commercially reasonable efforts to complete
<br />the Installation within the timeframe set forth in the Agreement, or if no timeframe is set forth, within a reasonable timeframe. Unless agreed otherwise in writing,
<br />Installation shall be during Everon’s normal business hours. If no such agreement is made and Customer requests the Installation be performed outside Everon’s
<br />normal business hours, Monday through Friday (excluding holidays), then additional charges will apply. Within 5 days of completion of the Installation, Customer
<br />shall either provide final acceptance of the Installation or identify in writing any corrections required (if no written corrections are provided, Customer will be
<br />deemed to have provided final acceptance). If Customer is past due on any invoices at the time Installation is completed, activation of Products may be delayed
<br />until past due amounts are paid, at Everon’s sole discretion, to the extent permitted by any applicable laws or regulations.
<br />B.Compliance. Customer is responsible for providing the necessary specifications, drawings, designs, or instructions for the Installation and for ensuring they
<br />comply with all applicable codes and ordinances. Unless agreed in writing otherwise, Customer shall secure and pay for any required building permits and
<br />governmental fees, licenses, and inspection necessary for the Installation. Customer shall give all notices and comply with all laws, ordinances, rules, regulations,
<br />and lawful orders of any public authority relating to the Installation.
<br />C.Products Ownership. Title and risk of loss to Products sold to Customer under the Agreement shall transfer to Customer upon the earlier of (i) receipt of the
<br />Products by Everon or (ii) delivery of the Products to Customer. If Products for an Installation are received by Everon prior to the commencement of Installation,
<br />then a fee for Products storage shall be added to the Charges. Customer shall retain title to all Customer-owned equipment that Everon utilizes to provide
<br />Services.
<br />D.Substituted Products. If any Product becomes unavailable or discontinued after a Customer order and before Installation, then Everon may substitute an
<br />equivalent Product, upon written notice to Customer. The Charges shall be adjusted for any price difference for such substituted Product.
<br />3. Warranty
<br />A. General Warranty. Subject to the exclusions stated herein, and in addition to any product-specific warranty terms or exclusions set forth in the Product-
<br />Specific Terms, Everon provides the warranties below. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH BELOW OR IN THE PRODUCT-
<br />SPECIFIC TERMS, EVERON EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
<br />i.Products Warranty. Products installed under this Agreement are warranted against defects in material or workmanship for the warranty period stated above, or
<br />if no such period is stated, then for ninety (90) days from installation by Everon. Defective Products will be repaired or replaced at Everon’s option.
<br />ii.Services Warranty. Everon warrants that the Services provided hereunder will be performed in accordance with generally accepted industry standards and
<br />practices. If any Services fail to comply with the foregoing standard within the warranty period stated above, or if no such period is stated, within ninety (90) days
<br />from the date Services are completed, then Everon will re-perform the non-complying Services during normal business hours, at no additional charge.
<br />B. Limitations and Exclusions.
<br />i. Everon shall perform warranty services during normal business hours (9am to 5pm local time), Monday through Friday, excluding Everon holidays. Customer
<br />requests for Everon to perform warranty services outside these hours may result in additional charges.
<br />ii. Everon is not responsible under any warranty for any defect in Products or Services caused by: (a) damage or alterations to the Products or Premises caused
<br />by or resulting from any Force Majeure event (defined herein) or the actions or omissions of any third party, whether intentional or unintentional; (b) Customer’s
<br />failure to follow Products’ operating instructions; (c) Customer’s failure to provide ordinary care and maintenance to the Products; (d) battery failure or the
<br />Products otherwise losing power supply; (e) telecommunications malfunctions or modifications that render it incompatible with the Products or Everon’s central
<br />station; (f) failure of devices or components designed to fail in order to protect the Products, including but not limited to fuses and circuit breakers; (g) changes
<br />requested by Customer after Installation acceptance, including but not limited to adjustments to camera alignment or settings, monitor settings, or other items
<br />subject to discretion, after Installation and acceptance by Customer; (h) Customer’s use of Products in combination with equipment or software not supplied by
<br />Everon, or changes in any of Customer’s systems connected (e.g. HVAC) that are connected to the Products but not supplied by Everon; (i) repair of Products
<br />for which replacement parts or components are no longer available due to obsolescence or end-of-product life; (j) replacement of Products that are at the end-of-
<br />product life, obsolete, and/or are no longer supported by the manufacturer; and (k) normal wear and tear.
<br />iii. To the full extent permitted by law, all warranties shall become voided immediately if Customer permits any person or entity other than Everon, Everon’s
<br />employees, or Everon’s agents to perform maintenance or service to the Products without Everon’s prior written approval.
<br />4. Customer’s Obligations
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