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<br /> Schedule "A" 15
<br /> including without limitation the payment of all damages,expenses,costs and attorney's fees,whether these claims,liabilities and lawsuits are based on active or
<br /> passive negligence,indemnification,contribution or strict liability or product liability on the part of BSM and/or its employees and agents.
<br /> 8. If the Customer shall fail to make any payments hereunder within 10 days after same is due,breach any of covenants and obligations on the Customer's party
<br /> contained herein or abuse the BSM Stinger System or cause excessive false alarms,or make any assignment for the benefit of creditors,or become bankrupt,then
<br /> in each case all amounts payable hereunder until the expiration of the current term of the Agreement shall immediately become due and payable. All past due
<br /> amounts shall bear interest at the rate of 1.5%per month(18%per year)or the maximum rate permitted by law from the first occurring Event of Default and BSM
<br /> may pursue one or more of the following remedies: 1)receive immediate possession of BSM owned BSM Stinger System,and for such purpose enter the vehicle
<br /> and remove the BSM Stinger System. The Customer hereby waives any further rights to BSM owned BSM Stinger System or claims resulting from said
<br /> repossession,including any claim for restoration of the vehicle to its former condition; 2)Proceed at law or in equity to enforce performance by the Customer of
<br /> the provisions of this Agreement,or to recover damages for the breach of this Agreement; 3)without further notice discontinue the furnishing recurring services,
<br /> including without limitation,BSM being able to remotely disable any communication software and hardware located in the vehicle or the Customer's premises or
<br /> elsewhere and terminating the monitoring of the BSM Stinger System and any other service provided pursuant to this Agreement;and 5) recover all expenses,
<br /> including court costs,collection expenses,attorney,bailiff and administration fees. All costs of removal of BSM owned portion of the BSM Stinger System and
<br /> any other costs paid or incurred by BSM in enforcing or attempting to enforce the terms and conditions of this Agreement are and shall be payable by the
<br /> Customer to BSM. If for any reason BSM is unable to remove the BSM Stinger System,the obligation to remove the BSM Stinger System may be delegated to
<br /> the Customer by BSM in writing and the Customer shall have fifteen(15)days to remove the BSM Stinger System and return it to BSM in good condition. If the
<br /> BSM Stinger System,or any part thereof,is not so returned to BSM within the specified fifteen(15)days or any part thereof, the Customer will have deemed to
<br /> have agreed to permit BSM to appoint such other agent as it deems fit to enter the Customer's premises to obtain the BSM Stinger System and the Customer shall
<br /> be responsible and pay for any additional costs related to such BSM action. Furthermore if there are any other agreements in effect between BSM and the
<br /> Customer,then BSM,at its option,may deem the Customer's default under any one such agreement to be a default under any or all the agreements and BSM shall
<br /> be entitled to exercise any or all of its remedies as set out herein,upon default,with respect to any or all of such agreements. The above remedies are cumulative
<br /> and exercise of one does not preclude the exercise of another. If monitoring services are provided,and if the monitoring service is remotely deactivated because
<br /> of the Customer's past due balance,and if the Customer desires to have the service reactivated,the Customer agrees to pay to BSM in advance its prevailing
<br /> activation charge. The Customer agrees to pay BSM the greater of$50.00 and/or the collection fees for each NSF cheque that is processed by BSM.The
<br /> Customer agrees to pay the full cost of collection charges,legal fees,removal costs,bailiff fees,office administration fees and any other expenses incurred by
<br /> BSM as a result of any claim,demand or liability incurred by BSM,its employees and/or agents because of the Customer failing to meet or fulfill any its
<br /> obligations under this Agreement.
<br /> 9. The Customer agrees to pay in addition to the one time database set up fee and annual monitoring service fees listed herein,any telephone long distance charges
<br /> for calls made by response center monitoring station personnel to the Customer that in total,on a per activation basis,result in more than 10 minutes of long
<br /> distance,charges for telephone support from the BSM Technical Support office,if the customer is not covered by a valid BSM Maintenance Agreement,any
<br /> required license or permit fees,all applicable taxes whether present,retroactive or future as applicable,technical expenses fees,labor charges and any penalties,
<br /> fines,fees,or charges dispatch or response to alarm signals irrespective of the cause.
<br /> 10. The Customer shall be solely responsible on a continuous on going basis to secure and/or arrange for,at its own cost and expense,whatever permission,permits or
<br /> licenses that may be necessary from the required authorities(including utility companies)for emergency response,installation,monitoring and/or repair of the
<br /> BSM Stinger System.
<br /> 11. BSM shall have the right to subcontract any of the services which it maybe obligated to perform under this Agreement or otherwise. This Agreement and its
<br /> benefits are not assignable by the Customer except with the prior written consent of BSM. The Customer acknowledges that this Agreement,and particularly
<br /> those paragraphs relating to BSM's maximum liability,and third party indemnification,enure to the benefit of and are applicable to any assignees or
<br /> subcontractors of BSM and/or the monitoring facility.
<br /> 12. The BSM Stinger System installed hereunder,including all devices,instruments,cables,conduits,foils,wires,and all other associated equipment with the
<br /> exception of the equipment specified as"supplied and installed on an outright basis"in the this Agreement or any Schedule shall be and shall remain the sole
<br /> property of BSM. On all BSM Stinger Systems specified as supplied and installed an out right basis,ownership by BSM is limited to the Software and
<br /> Communications hardware. In all cases the BSM Stinger System shall be in the Customer's vehicle and premises as applicable at the Customer's sole risk and
<br /> responsibility from the moment each piece of equipment is delivered to or installed in the vehicle or Customer's premises. It is agreed that the installation of the
<br /> BSM Stinger System or any part thereof shall not constitute the BSM Stinger System as a fixture. Should the Customer be in default to pay any monies due
<br /> hereunder,or should this Agreement be terminated by lapse of time or otherwise,BSM may at its option abandon or remove,in whole or in part the BSM Stinger
<br /> System without any obligation to repair any portion of the vehicle or the Customer's premises upon removal of the BSM Stinger System,and any such removal or
<br /> abandonment shall not be held to constitute a waiver of the rights of BSM to collect any charges which have accrued or may accrue hereunder. The Customer
<br /> hereby grants to BSM a security interest under Personal Property Security Act or equivalent legislation,for the equipment and the BSM Stinger System installed
<br /> and agrees to sign any and all documents and financial statements that maybe required by BSM to be executed.The installation and parts of the BSM Stinger
<br /> System hereunder are warranted pursuant to the following: The BSM Stinger System is warranted to be free from defects in workmanship or materials for a
<br /> period of ninety(90)days from the date of the completion of the installation. Repair of the BSM Stinger System and equipment,as applicable,is BSM's sole and
<br /> only responsibility under the LIMITED WARRANTY provisions of this Agreement and any Schedules. BSM warrants that the Software Product and BSM
<br /> Hardware Product will perform free of material reproducible defects or errors for a period of one year from the date of shipment of the Software Product on
<br /> Workstation of the Licensee and date of shipment of BSM Hardware Product or such lesser period as specified by the original equipment manufacturer or third
<br /> party component of BSM Hardware Product,as the case may be,in accordance with BSM instructions. If applicable,any maintenance services or products or
<br /> technical support services supplied shall be warranted for a period of 30 days from the date of provision of service or product.BSM shall replace or repair at its
<br /> sole option such defective BSM Stinger System or part thereof that BSM determines is defective upon receipt of same from the Customer. The Customer shall
<br /> pay all shipping,insurance and other charges incurred in connection with respect to the repair or replacement of any defective BSM Stinger System or part
<br /> thereof.This Warranty does not include batteries in any devices. This Warranty is void in case of abuse,misuse,abnormal use,repair by unauthorized persons,or
<br /> for any other reason as determined by BSM other than poor workmanship or defective material. Service pursuant to this Warranty will be furnished only during
<br /> BSM normal business hours of 9:00 A.M.to 4:00 P.M(EST),Monday to Friday,excepting holidays. Service rendered outside BSM normal business hours will
<br /> be charged to the Customer on the basis of BSM's standard rates for after hour Services and the Customer hereby agrees to pay BSM such additional rates for both
<br /> labor and materials. THE AFORESAID WARRANTIES ARE EXPRESSLY MADE IN LIEU OF ANY OTHER WARRANTIES,EXPRESS OR IMPLIED. IT
<br /> BEING UNDERSTOOD THAT ALL SUCH OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING THE WARRANTIES OF
<br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED. THE EXCLUSIVE REMEDY OF THE
<br /> CUSTOMER HEREUNDER SHALL BE REPAIR OR REPLACEMENT AS STATED ABOVE. UNDER NO CIRCUMSTANCES SHALL BSM BE LIABLE
<br /> TO THE CUSTOMER OR ANY OTHER PERSON FRO INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING,WITHOUT
<br /> LIMITATION,DAMAGES FOR PERSONAL INJURY,DEATH OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHER ALLEGED TO
<br /> RESULT FROM BREACH OF WARRANTY BY BSM,THE NEGLIGENCE OF BSM OR ANY OTHER CAUSE WHATSOEVER. THE COMPNY'S
<br /> 2/15/05 Response Center Monitoring Service Agreement V1.2 4
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