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A. Alarm Event Limitation. The amounts Everon charges Customer are not insurance premiums. Everon is not qualified to assess the value of Customer’s
<br />property, and Everon’s charges are unrelated to the value of Customer's property, any property of others located in or at the Premises, or the risk of loss
<br />associated with the Premises. For purposes of this Agreement, an “Alarm Event” shall mean any losses or damages arising from or related to a casualty
<br />occurring at Customer’s Premises during which the Products and/or the Services operated, operated improperly, failed to operate, or otherwise did not detect,
<br />prevent, terminate, warn of, or mitigate losses or damages resulting from the casualty. Such Alarm Event losses or damages may include, but are not limited to,
<br />damage to property, personal injury, or death, and may be caused by casualties such as fire, burglary, unauthorized intrusion, assault, or other event. TO THE
<br />FULL EXTENT PERMITTED BY LAW, EVERON, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES AND AGENTS,
<br />SHALL ASSUME NO RISK OF LOSS AND HAVE NO LIABILITY FOR ANY LOSSES OR DAMAGES ARISING FROM OR RELATED TO ANY ALARM EVENT,
<br />WHETHER UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, OR OTHER LEGAL THEORY OR CLAIM THAT EVERON FAILED TO DETECT,
<br />PREVENT, WARN OF, TERMINATE, OR MITIGATE THE CASUALTY UNDERLYING THE ALARM EVENT. THE RISK OF LOSS FOR ALL ALARM EVENTS
<br />REMAINS WITH CUSTOMER. Customer releases and waives for itself and its insurer all subrogation and other rights to recover from Everon arising as a result
<br />of paying any claim for loss, damage, or injury to Customer or another person arising from or related to an Alarm Event.
<br />B. Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL
<br />DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY PERFORMANCE OR NON-PERFORMANCE UNDER THIS
<br />AGREEMENT, WHETHER SUCH CLAIM FOR DAMAGES IS BASED ON TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, CONTRACT, OR ANY
<br />OTHER LEGAL THEORY, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AT ANY TIME PRIOR TO OR DURING THE
<br />CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES.
<br />C. Liability Cap. WITHOUT LIMITING THE FOREGOING SECTIONS, IN NO EVENT SHALL EVERON’S LIABILITY OR THE DAMAGES RECOVERABLE BY
<br />CUSTOMER FROM EVERON, AND/OR EVERON’S PARENTS, SUBSIDIARIES, EMPLOYEES, AGENTS, OR AFFILIATES, EXCEED THE TOTAL AMOUNT
<br />PAID BY CUSTOMER FOR PRODUCTS AND SERVICES AT THE PREMISES WHERE THE EVENT FOR WHICH EVERON IS LIABLE OCCURRED, OVER
<br />THE TWELVE (12) MONTHS PRECEDING THE EVENT FOR WHICH EVERON IS LIABLE.
<br />8.(RESERVED)
<br />9. Insurance. During the term of the Agreement, Everon will maintain the following insurance policies in full force and effect: (a) comprehensive general liability
<br />insurance with a limit of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate; (b) statutory workers’
<br />compensation and employer’s liability insurance meeting all applicable federal and state workers’ compensation laws; and (c) commercial automobile liability
<br />covering bodily injury and property damage, with a combined single limit of two million dollars ($2,000,000) per occurrence. Certificates of insurance naming
<br />Customer as an additional insured are available upon request. Neither the existence of such insurance policies nor the terms of this Section shall be deemed to
<br />modify any limitation of liability or indemnification obligation under this Agreement.
<br />10. Intellectual Property.
<br />A. No Transfer of IP. The parties acknowledge that one or both parties may have certain intellectual property rights that may be revealed or provided to the
<br />other party in accordance with the Agreement. Each party acknowledges that the Agreement does not grant any right or title of ownership in their respective
<br />intellectual property rights to the other unless specifically provided in the Agreement. Any intellectual property shall remain the originator’s property unless
<br />otherwise provided in the Agreement.
<br />B. Third Party Products and Software.
<br />i.Everon is a reseller of certain software, licenses, subscriptions, products, services, and equipment (“Third-Party Services”) performed, provided, manufactured,
<br />maintained, and/or managed by independent contractors (“Vendor(s)”).
<br />ii.“EULA” means all product and services documentation provided by Vendor and all end user license agreements Vendor may require Customer to enter into.
<br />EULAs are available on Vendors’ websites and upon request. Customer represents that it has read and agrees to any applicable EULA prior to entering into this
<br />Agreement. Customer agrees that it is solely responsible for complying with all terms of any applicable EULA.
<br />iii.Third-Party Services are sold only with the warranties provided in the applicable EULA. EVERON MAKES NO OTHER REPRESENTATION OR WARRANTY
<br />REGARDING THE THIRD-PARTY SERVICES. ALL SALES OF SOFTWARE LICENSES ARE FINAL.
<br />iv.Customer agrees that Everon may pass through any price change in Vendor’s cost of Third-Party Services upon written notice to Customer. Customer shall be
<br />responsible for, and shall reimburse if Everon pays, any charges from Vendor resulting from (a) Customer’s use of the Third-Party Services beyond that
<br />purchased under the Agreement and the EULA, and (b) Customer’s premature termination of any Third-Party Services that are subject to a term agreement.
<br />v.(Reserved)
<br />C. Data Usage. Everon, Vendors, or their respective designee(s), shall use Customer data, records, and information only: (a) for the specific purpose for which it
<br />was submitted; (b) to provide and improve Products and Services; (c) for analytics and research purposes related to Products and Services; (d) to monitor
<br />compliance with this Agreement; and (e) for any other purpose permitted in this Agreement or in any other applicable terms and conditions.
<br />11. Force Majeure. Everon shall not be responsible for any delays or costs caused by acts of God (such as fires, earthquakes, floods, hurricanes, tropical
<br />storms, tornadoes, lightning, explosions, and other severe acts of nature or weather), war, revolutions, acts of terrorism, epidemics, pandemics, contagions, acts
<br />of governmental authorities such as expropriation, condemnation, quarantining, executive orders and changes in laws and regulations, raw material shortages,
<br />component shortages, supply chain disruptions, strikes, labor disputes, or for any other cause beyond Everon’s reasonable control (“Force Majeure”). Everon
<br />shall be entitled to a Change Order and reimbursement for all demonstrable costs incurred due to Force Majeure and an extension of time equivalent to the delay
<br />caused by Force Majeure. The parties agree that any delays or costs caused by or related to COVID-19, foreseeable or not, shall be considered a Force Majeure
<br />event for purposes of this Agreement.
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