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A. Customer’s Representations and Warranties. Customer represents and warrants that:
<br />i.Customer owns or leases any equipment Customer provides or allows Everon to use;
<br />ii.Customer has legal authority to authorize Everon to (a) install Products, (b) use, modify, or connect to previously installed equipment, and (c) provide Services
<br />to the Premises;
<br />iii.Customer will comply with all laws, codes, and regulations related to this Agreement, or to the Premises, the Products, and Services, including but not limited
<br />to any applicable requirements regarding notice of and/or consent to the use of video and/or audio recording devices;
<br />iv.the Products and Services are ordered for commercial purposes and not for personal, family, or household purposes;
<br />v.Customer’s entry into this Agreement will not breach, violate, or interfere with any other contract or third-party’s rights;
<br />vi.the Premises comply with all applicable safety and work rules, OSHA regulations, and other governmental and contractual requirements as to working
<br />conditions; and
<br />vii.if any Services require payment of a prevailing wage under federal or state law, Everon shall have the sole responsibility to ascertain the applicable prevailing
<br />wage prior to the start of work.
<br />B.Customer’s Responsibilities.
<br />C.Responsibilities regarding Products. Customer agrees to (a) instruct all users on the Products’ proper use, (b) test the Products’ protective devices and send
<br />monthly test signals through the Everon customer portal, (c) turn off, control, or remove all HVAC systems that interfere with alarm detection service, (d) notify
<br />Everon immediately upon discovering a defect in the Products, (e) obtain and keep current all necessary permits and licenses required for the Products, and (f)
<br />pay all usage fees imposed by any AHJ in connection with the Products.
<br />D.Responsibilities regarding the Premises. Customer agrees to (a) permit Everon to have reasonable access to the Premises during Everon’s normal business
<br />hours, (b) cooperate with Everon to obtain any necessary consents and waivers from the Premises owner, if not the Customer, relating to the installation or
<br />operation of the Products, or the provision of the Services, (c) supply and maintain all supplemental equipment and facilities necessary for any installation or
<br />operation of Products or Services, such as structural changes, conduits, back boxes, commercial power electrical wiring, outlets, bypass or switch units, and
<br />associated equipment, equipment room(s), and necessary operating environment as specified by the manufacturers of any goods or equipment to be installed,
<br />and (d) remediate any materials defined as being radioactive, infectious, hazardous, dangerous, or toxic by any AHJ (“Hazardous Materials”) upon discovery by
<br />Everon, prior to Everon continuing work at the affected Premises.
<br />5. Risk of Loss. Everon shall bear the risk of loss or damage to Products until delivery to the Premises. Everon shall be responsible for loss or damage to the
<br />Products during testing or installation only to the extent such loss or damage is directly caused by Everon . Customer shall be responsible for security and
<br />proper storage of Products after delivery to the Premises and shall bear risk of loss for Products on Premises unless the loss is directly caused by Everon.
<br />6. Termination
<br />A. Termination by Everon.
<br />i. Everon may terminate the Agreement or any Service(s) provided thereunder, without penalty, upon thirty (30) days’ prior written notice, if: (a) Customer fails to
<br />follow any recommendations Everon may make for the repair or replacement of defective or discontinued Products not covered under Warranty or an Extended
<br />Service Plan; (b) Customer fails to follow the operating instructions provided by Everon; (c) the Products generate excessive false alarms due to circumstances
<br />beyond Everon’s reasonable control; (d) in Everon’s sole opinion, the Premises in which the Product is installed becomes unsafe, unsuitable, or so modified or
<br />altered after installation as to render continuation of Service impractical or impossible; (e) in Everon’s sole opinion, continuation of the Agreement is impractical or
<br />impossible under the circumstances; or (f) Everon is unable to obtain or continue to support technologies, communication facilities, or Products or component
<br />parts thereof that are discontinued, become obsolete or are otherwise not commercially available.
<br />ii. Everon may terminate the Agreement or any Service(s) provided thereunder, without penalty, immediately upon written notice, if: (a) Customer fails to cure any
<br />breach of this Agreement, including failure to make payments when due, within thirty (30) days of receiving written notice of such breach; (b) any representation
<br />by Customer herein or in any other agreement it has with Everon is materially untrue; (c) Customer breaches any warranty contained herein or in any other
<br />agreement it has with Everon; (d) Customer denies Everon reasonable access to Everon-owned Products located at any Premises; or (e) Customer becomes
<br />insolvent, becomes a debtor in a bankruptcy or other insolvency proceeding, makes an assignment for the benefit of its creditors, or has a receiver or trustee
<br />appointed for Customer or its assets.
<br />B. Termination by Customer.
<br />i. If Everon has materially breached the Agreement, and that breach is not cured within thirty (30) days after Everon receives written notice of the breach, then
<br />Customer shall have the right to terminate the Agreement or any Service(s) upon written notice, without penalty.
<br />ii. Customer may terminate Services provided at any individual Premises, upon thirty (30) days’ prior written notice, if Customer sells or otherwise ceases owning
<br />or occupying an individual Premises, other than through merger or change of control transaction.
<br />C. Effect of Termination or Expiration.
<br />i. Upon termination or expiration of the Term, all Services provided under the Agreement shall terminate.
<br />ii. All Charges due from Customer to Everon shall become immediately due and payable on the date of termination or expiration, including (a) all Charges for
<br />Services or Products rendered prior to the effective date of termination or expiration, (b) the percentage of Charges for Installation equivalent to the Percentage
<br />of Work Completed as of the effective date of termination or expiration, (c) the costs for any materials, goods, equipment, or Products purchased or allocated for
<br />Customer by Everon prior to notice of termination, and (d) any other costs incurred by Everon in reliance on or on behalf of Customer, prior to the effective date
<br />of termination or expiration.
<br />iii. If the termination is for any reason other than those permitted in 6.B, then in addition to all fees due under the Agreement for Products and Services rendered
<br />prior to termination, Customer shall pay an early termination charge equal to the sum of monthly charges for Recurring Services for the remaining duration of the
<br />term of such Recurring Services.
<br />iv. Upon the expiration of the term of any Recurring Services ordered under this Agreement, such Recurring Services shall automatically renew on a month-to-
<br />month basis under the terms of this Agreement until terminated by either party by giving no less than thirty (30) days’ prior written notice.
<br />7. Limitation of Liability
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