Legal

Securitas Technology Corporation and its affiliated companies (collectively, “STC”), own, operate and/or control a global network of websites and web pages.  These Sites are provided to visitors and users of the Sites (collectively, “you” or “your”) only if you agree to these Terms of Use unconditionally and without modification. Your use of any of the Sites constitutes your acceptance and agreement to all these terms and conditions. Additional terms and conditions may apply to your use of eServices, purchases of goods or services (see our Standard Terms and Conditions of Sale located at https://securitastechnology.com/en-ca/legal and to specific portions or features of the Sites (such as sweepstakes or public forums), all of which are incorporated into these Terms of Use. You will be bound by such additional terms should you use the specific features or portions of the particular Sites. If these additional terms conflict with these Terms of Use, the additional terms shall apply. PLEASE TAKE THE TIME TO READ ALL TERMS OF USE CAREFULLY BEFORE USING THE SITES. By accessing, registering on or otherwise using any of the Sites, you unconditionally agree to these Terms of Use whether or not you have read them. If you do not agree to these Terms of Use, you may not access, view or use the Sites.

1. Generally

You are free to browse the Sites to learn more about STC. The Sites and all material posted on the Sites or otherwise approved by STC (collectively, “Licensed Content”) may be used for the sole and limited purposes set forth in the Sites and these Terms of Use. You may view and print portions of the Licensed Content for your own internal use but not for resale or other commercial exploitation and not for use other than as provided in these Terms of Use. Any other use of Licensed Content without STC’s prior written approval is strictly prohibited.

2. Product, Safety and Other Technical Information

While STC uses commercially reasonable efforts to provide accurate information, the industry of which STC is a part and the laws and regulations applicable to that industry do change. Therefore information contained on the Sites may not be current, accurate or complete. Because many factors go into the decision-making process of purchasing a given product and everyone’s particular circumstances and needs may differ, the Licensed Content is provided for informational purposes only. STC cannot ensure or guarantee and does not warrant that your product selection will be accurate, meet your (or, if applicable, your customer’s) particular needs or requirements or that the recommendations, regulations or other information provided by STC experts or other Site users is complete, accurate or current. Please read and follow all instructions contained in product manuals. Each claim or statement made by STC about the effectiveness of STC products and/or comparing the effectiveness of STC products to that of others and all use of the Sites is expressly limited to Canada unless otherwise stated on the Sites. If a product offered by STC purchased through the Sites is not as described, your sole remedy is to return it in its original, unused form and receive either a replacement of the product you purchased, a refund of the price you actually paid or other remedy provided pursuant to the manufacturer’s warranty. Please address all product complaints as provided in the manufacturer’s warranty and other materials provided on purchase. Do not make product complaints through the Sites. Product description and pricing is subject to correction and change. STC may refuse or cancel product orders placed at an incorrect price, or based upon erroneous promotion terms, whether or not the order has been confirmed. STC’s obligations, if any, with respect to its products and services are governed solely by the specific agreement through which they were provided. Sales made through the Sites, if any, are governed by STC’s Standard Terms and Conditions of Sale and/or Invoice-Terms and Conditions.

WARNING: Some of the information and advice on the Sites may be provided by third party contributors who are not affiliated with STC. STC makes no representation as to the truth, thoroughness, or accuracy of such information or advice.

In all operations and uses related to the products and other matters discussed on the Sites, you must read, understand, and adhere to the safety warnings and instructions pertaining to such products and accessories as well as other regulations and standards applicable to the nature and environment of ownership, maintenance, or use.

3. Using Secure Portions of the Sites

Account Registration: You must register and create one or more accounts (“Accounts”) to use certain restricted areas of the Sites such as eServices. When you register, you authorize STC to make such credit, employment and investigative inquiries as may be appropriate, including to consumer reporting agencies, to validate registration information you provide both prior to STC authorizing your Account and from time to time. You agree you shall: (i) provide true, accurate and complete information as prompted by the registration form; (ii) at all times have the authority to agree to these Terms of Use for yourself and on behalf of any business entity for which you register, create one or more Accounts and use the Sites; (iii) not impersonate or misrepresent your identity, your right to use the applicable registered mobile device(s), credit card(s) or other selected payment option, or permit anyone else to do so; (iv) maintain and promptly update all registration and other Account information to keep it true, accurate, current and complete; and (v) not engage in any harmful or abusive activities that may disrupt the Sites, STC’s ability to provide and any user’s ability to use the Sites or violate any laws, rules or regulations.

Account Use: Once STC has validated and set up your Account, you may order and pay for products and services and you may access your Account history using your user name and password. You agree that STC may provide your Account statements and all messages and notifications to you electronically through your Account or via email.

Changing your Account Information/Settings: It is your responsibility to review and update your Account information. You may update your Account profile, settings and information at any time, for example, to add/update/delete credit cards, mobile devices and authorized users to your Account. This is especially important with respect to credit card information because credit cards expire periodically. You acknowledge and agree that STC will have no liability associated with or arising from your failure to maintain accurate Account information or update your authorized users. If STC has reasonable grounds to suspect that the information you have provided is or becomes untrue, inaccurate or incomplete, STC may suspend or terminate your Account and refuse any and all current or future use of STC’s Cloud and/or all or any part of STC’s Cloud Services.

Security Credentials: You are responsible for all Account activity and for ensuring that your use or access to your Account, the Sites and/or STC’s products and services complies fully with these Terms of Use, including the safety and security of all user names, IDs, logins, passwords, PINS or other security features (collectively, “Security Credentials”) through which you and your authorized users may access the secure portions of the Sites. Anyone accessing your Account and/or the secure portions of the Sites using Security Credentials issued to or administered by you, including those of any authorized third parties, will be deemed to be an authorized user of your Account and you will be responsible for their actions as if they were your own. It is your responsibility to administer Security Credentials only to authorized users, to preserve the confidentiality of and not share your Security Credentials or record them in an insecure manner. Although you must conform to STC’s Security Credentials format (for example, length and, type of characters) and you may be periodically prompted to change your Security Credentials, you are responsible for issuing, administering, updating and ensuring that proper security measures are in effect with respect to Security Credentials associated with your Account. You are also responsible for monitoring, supervising and terminating, when appropriate, the Security Credentials of your authorized users. You must notify STC immediately if you need to terminate an individual’s access and/or if you suspect fraudulent or abusive activity. STC is not liable for any use of your Account, the Sites and/or any products or services by such individuals prior to STC’s receipt of your termination notice and a reasonable period thereafter. If you so notify us, or if STC suspects fraudulent or abusive activity, you agree to cooperate with us in any investigation and to use any preventive measures STC prescribes. Use of assigned Security Credentials terminates immediately upon the earlier of inactivity/dormancy, termination of these Terms of Use or an authorized user’s authorization. STC may rely upon the instructions, consent given and all action taken through your Security Credentials, without verifying the identity or authority of any person accessing your Account or using the Sites. You should never share Security Credentials. However if you or your authorized users do share your Security Credentials with anyone, you are responsible for that individual’s actions, including all orders placed and fees incurred. You are responsible for ensuring that each authorized user is aware of and complies with these Terms of Use. You are ultimately responsible for the acts and omissions of your authorized users and each individual to whom you have given or who may have gained access through use of your Security Credentials.

4. Privacy and Data Security

STC values its relationship with visitors and customers and uses commercially available technology to safeguard any personal information collected through the Sites. Nevertheless, the internet is an open medium and no data transmission through the internet is completely secure. You transmit your personal information at your own risk. STC does not guaranty or warranty the security of information you transmit. Once received, your personal information is stored in Canada. STC takes various precautions to safeguard your personal information against loss, theft and misuse as well as unauthorized access, disclosure, alteration and destruction. It is your responsibility to preserve the confidentiality of and not share your Security Credentials. It is also your responsibility to notify STC immediately when you need to terminate an individual’s access. You are responsible for the actions of each individual to whom you have given access.

Information Collected: In general, you may visit the Sites without telling STC who you are or revealing personal information about yourself. However, STC, its business partners and other companies providing services to or on behalf of STC (such as, for example, companies assisting with the operation or features of the Sites, advertising and promotional campaigns, surveys, contests and the like) may use various technologies (such as cookies, clear gifs, web beacons, pixel tags, click-through URL links) to assist us in collecting non-personally identifiable information. This may include, without limitation, your IP address, web pages requested or viewed, date, time and domain type, demographic information and responses to surveys, promotions and advertisements on the Sites, in our HTML-based emails and certain search engine advertisements. These technologies also help us track online movements of visitors to the Sites in the aggregate, know which emails are opened and actions that may have been taken with respect to our emails and advertisements and gather broad demographic information for use in the aggregate. Information gleaned from your browser is automatically received and recorded on server logs. As technology evolves, information may be gathered through other means as well. You may set your browser to activate the ‘do not track’ feature and any tracking software we use will be disabled. You may also set your browser either to notify you when you receive a cookie or to refuse to accept cookies. However, if you do so you may not be able to participate in certain of the Sites’ features. You may also opt out of receiving emails from STC at any time by following the ‘unsubscribe’ instructions in the body of the email message.

Information that personally identifies you, such as your name, address, e-mail address, telephone number as well as demographic data specific to you may also be collected from a variety of sources. You may provide personally identifiable information directly, it may be gleaned through the Sites or collected from other sources. For example, when you register on the Sites, you create a personal profile – providing your name, telephone number, email address and in some cases your mailing address or credit card information – and choose a password for security. The Sites save your information so that the next time you place an order or register a product, you only need to enter your unique ID and password. You cannot communicate with STC through the ‘Contact Us’ or other service or customer support links on the Sites or via e-mail without providing personally identifiable information. If you contact STC or its service providers, a record of that session or correspondence will be maintained. Personally identifiable information is collected and stored when you register product warranties, order parts, check repair status, become a member of the Sites, participate in public forums, blogs, chat rooms, news groups or bulletin boards, request STC information, literature and/or product information. If you use a bulletin board, chat room or other interactive public areas of any of the Sites, any information you share is visible to other users. Personally identifiable information you submit to one of these forums can be read, collected or used by other individuals to send you unsolicited messages. STC is not responsible for personally identifiable information you choose to submit in these forums. If you do choose to make otherwise non-public information available by enabling certain user features, STC will collect that information from your interaction and the information will become publicly available.

Information Use/Sharing: STC will not trade, sell or share your personal information with third party marketers without your consent unless required by law or as disclosed to you as provided in these Terms of Use or when the information is collected. STC may use any information gained through the Sites for any legal purpose. If you access the Sites outside Canada, your connection is through and to servers located in Canada. Any personal information you provide will be processed and maintained in Canada on STC’s Sites’ servers and/or other network systems operated by or for STC’s benefit. If you access the Sites and/or reside outside of Canada, your information may be stored, transmitted and shared in accordance with U.S. data privacy laws which may not be equivalent to those in effect in your country. STC uses personal information you provide in a number of ways. When you register, you create a member profile that may enable you to choose to interact with STC in a variety of ways, including receiving emails and text messages. Personal information is required to fulfill your requests for products, literature or other information, to provide product support, product research, answer questions, correct problems with the Sites, to notify you of new or improved products or product uses, to enlist your participation in email campaigns, surveys, promotions, sweepstakes or contests, to customize Licensed Content, improve customer support services, or conduct research, advertising, marketing and promotional campaigns, to provide anonymous reporting for internal use and to third parties. Information collected from any source may be combined to improve products and services and enable more targeted, tailored communications. It may also be aggregated and made available without identifying you to ascertain trends, products, security/privacy patterns and research, internal record keeping and reporting, measuring and reporting learning, performance and other statistical information concerning any aspect of the Sites.

If STC or its parent company were to merge with or be acquired by another company or if it were to cease operations, your information may be transferred to the surviving or acquiring company and will then be subject to that company’s privacy policy which may be different from that of STC. Your personal information may be disclosed if there is reason to believe that disclosure is necessary to identify, contact or bring legal action to enforce any legal rights, including against you or a third party, for nonpayment, violation of any agreement, and to prevent injury to or interference with STC’s rights or property, the rights or property of users of other Sites or anyone else that could be harmed by such activities. STC may disclose or access account information when it believes, in good faith, that disclosure is required by law, for administrative and other purposes deemed necessary to maintain, service and improve STC products and services and to protect its rights or property. By accessing and using the Sites, you agree that information you have provided may be used and disclosed as described above or as these Terms of Use may be modified from time to time.

To Update your Information/Unsubscribe: You have choices as to how STC will communicate with you. The Sites allow you to choose to receive, or stop receiving communications from STC. You may update your information or stop receiving promotional email or postal communications. Please click here to learn how to complete your request.

Notice to California residents about your California privacy rights: In addition to the other rights described in this policy, if you are a customer residing in California, you have the right to information with respect to our online tracking practices and to request information regarding the third parties with whom STC has shared customer personal information for direct marketing purposes during the past year. You have the right to submit a request to STC at its designated address and receive the following information within 30 days of its receipt of that request: (1) the types of personal information disclosed to third parties during the immediately preceding calendar year, (2) the names and addresses of third parties that received the personal information, and (3) if the nature of a third party’s business cannot be reasonably determined from the third party’s name, examples of its products or services. You are entitled to receive a copy of this information in a standardized format. Information provided will not be specific to you individually. All such requests must be in writing and sent to STC’s designated address set forth in Section 12.

5. User Conduct

In general, STC expects visitors to interact with STC and other users of the Sites in a courteous manner and in compliance with all laws. Vandalism, obscene or abusive language, harassment, threats, or abuse of any nature or form on the Sites, including via e-mail, post or other transmission is strictly prohibited. Impersonation of others or misrepresenting your affiliation with STC or another is prohibited. You may not upload to, distribute or otherwise publish through the Sites any material that you know is false, misleading, contains viruses or malicious code, defamatory, vulgar, obscene, threatening, libelous, hateful, racially or ethnically objectionable, is invasive of another’s privacy or publicity rights, infringes upon another’s proprietary rights or which may constitute or encourage a criminal offense, violate any law or another’s rights or otherwise give rise to liability.

You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of anything transmitted through the Sites, disclose proprietary or confidential information or otherwise infringe another’s patent, trademark, trade secret, copyright or other proprietary right (“Rights”). You may not upload chain letters, pyramid schemes, solicitations, or commercial material of any sort to the Sites, use the Sites to solicit others, advertise or promote anything. Framing, in-line linking or other means of associating the Sites, Marks or Licensed Content with another or with any material, link or information not originating with STC is expressly prohibited.

You may not probe, scan or test the vulnerability of the Sites or any networks. You many not use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Sites or Licensed Content. You may not reproduce or circumvent the navigational structure or presentation of the Sites or any Licensed Content, circumvent the security features or attempt to access any materials or information through any means not purposely made available by STC through the Sites. Any attempt to interfere with or disrupt the Sites, its servers, networks, Software, equipment or database connected to the Sites, whether via malicious code, files or other means, or attempts to disassemble, reverse engineer or decompile any Software, trace the information of any other user or visitor, circumvent security features such as passwords, or take any action that compromises the privacy or security of the Sites, users or other visitors is strictly prohibited.

6. Social Media/Blogs/User Submissions

Certain more interactive portions of the Sites, such as blogs and other social media forums require special mention. STC insists that all statements made about it and its products be accurate, not misleading and not contain unsubstantiated statements. STC adheres to and requires that its employees, service providers and others endorsing or otherwise acting on behalf of STC on a blog or other public forum all adhere to Federal Trade Commission (FTC) rules and guidelines governing endorsements and testimonials. The FTC requires that endorsers disclose a material connection with an advertiser, his/her affiliation with STC and if incentives, free products or gifts or other compensation was received from STC. Because your opinions may be considered an “endorsement” and you an “endorser” under the FTC’s revised Endorsement and Testimonial Guide, it is important that you fully and completely understand what the FTC requires. You are responsible for complying with FTC requirements. For example, as an endorser, the FTC requires that you (i) let readers know if you received any free products or any other item of value from STC or if another material connection exists, and (ii) ensure that your statements about and reviews of STC products reflect your honest opinions, beliefs and findings. If you wish to learn more, you may access the most recent revisions to the FTC’s Endorsement and Testimonial Guides.

Any comments, blogs, discussions, data, images, sounds, text, product ideas, suggestions or enhancements, as well as anything embedded therein, material, information or other communication you transmit, upload or post to the Sites, generally and through the public forums, or email to STC (collectively, “Communications”) are non-confidential and nonproprietary and become the property of STC. STC has no obligation to preserve the confidentiality of or refrain from disclosing any Communications. You recognize and acknowledge that your submission of any suggestions, ideas, images, sounds, enhancements, data or other material is done on a non-confidential, non-proprietary basis, without expectation of compensation or attribution of any sort. STC has no liability for and will be free to copy, disclose, distribute, incorporate and otherwise use all or any part of any Communications for any and all commercial or noncommercial purposes in any medium whatsoever and without additional consent or approval from you. Please exercise caution and discretion in disclosing personal information through, including uploading photos to, any public forums.

You are solely responsible for your Communications and your activities on the Sites. Although STC will not, and has no obligation to, monitor your Communications, it has the right not to post or publish Licensed Content and/or your Communications and to delete, remove or edit any Licensed Content and or Communications at any time in its sole discretion without notice or liability of any notice or sort. Under no circumstances is or will STC or its affiliates be liable in any way for any Communications, your or another’s use of the Sites or any Licensed Content, including but not limited to any errors or omissions in any Licensed Content, or for loss or damage of any kind incurred as a result of the use of any Licensed Content via the Sites. Product performance, capability or other claims made through public, interactive areas provided on the Sites have not undergone review, testing, or research by STC to substantiate such claims. STC cautions you not to use products for any purpose or in any manner other than as expressly set forth in the manufacturer’s warranty and product user manual.

7. Indemnity

You agree to indemnify, defend, release and hold STC, its officers, directors, suppliers, service providers, co-branders or other partners, agents and employees, and those of its affiliates, harmless from all claims, demand, damages, fees and costs of any nature, including reasonable fees of attorneys and other professionals, due to or arising out of anything you submit, transmit through or upload to the Sites, your use of the Sites, your connection to the Sites, your violation of these Terms of Use, STC’s Standard Terms and Conditions of Sale and/or Invoice Terms and Conditions, or your violation of any Rights. In the event you provide information that is untrue, inaccurate, fraudulent, or out of date, you agree to indemnify STC for and hold it harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) it may incur, including but not limited to loss of business profits, taxes, penalties or sanctions, interest, fees, costs and expenses of any nature arising from or related to any claim, demand, action or proceeding alleged or initiated against STC by any third party based upon the information you provide or your use of the Sites.

8. Modifications to the Sites and these Terms of Use

From time to time STC may change the Licensed Content, the products and services offered, disable certain features of the Sites or expand the Sites’ capability. STC also reserves the right at any time and from time to time to modify these Terms of Use, any additional terms and conditions, the Sites, their functionality and capabilities and/or discontinue, temporarily or permanently, the Sites (or any part thereof) with or without notice. You agree that STC shall not be liable to you or to any third party in any way in connection with such changes.

 9. Termination

STC, in its sole discretion, may suspend or terminate your access or use for any reason, but especially if STC believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. STC may also, in its sole discretion and at any time, discontinue providing the Sites, or any part thereof, with or without notice. STC may suspend, terminate and/or bar further access to the Sites at any time without prior notice to you. STC shall not be liable to you or any third party for any suspension or termination of your access to or use of the Sites.

10. Links

The Sites may contain links to other internet websites or resources. When you link to those sites, you leave the Sites. STC has no control over such sites, their content and resources or the business practices or policies of operators of such sites. Please use caution and review the privacy policies of any sites that you visit to learn more about their information-gathering practices. STC expressly disclaims all responsibility or liability for the availability or accuracy of such external sites or resources or the content thereon, does not endorse and is not responsible or liable for any advertising, products or other materials on or available from such sites or resources. The inclusion of any link on the Sites does not imply that STC endorses the linked site. Your use of any links is at your own risk. You further acknowledge and agree that STC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any goods, services or materials available on or through any such link, site or resource.

11. STC’s Proprietary Rights

Everything you see or read on the Sites, including the expression, coordination, selection, arrangement, collection, compilation, assembly and arrangement of the Sites and Licensed Content, is protected by all Canadian and international copyright and trademark laws, and may not be used except as provided in these Terms of Use without STC’s express written permission. The Sites and any necessary software or other technology used in connection with the Sites (“Software”), the collection, compilation, assembly and arrangement of Licensed Content, all images, photography, graphics, artwork, text, and other information and material found on the Sites, regardless of source, all Marks and other intellectual property relating thereto and all information and data collected through the Sites (all of which are included in and as the “Licensed Content”), is used under license granted to STC and contains proprietary and confidential information that is protected by all applicable intellectual property and other laws. All trademarks, logos, trade names, trade dress, product and service marks, individually or combined with one another (collectively the “Marks”) and whether or not registered, are owned by and/or proprietary to STC, subsidiaries, affiliates or other designees, or other third party owners who have granted STC the right and license to use its marks (“Third Party Marks”). You may not use or display the Marks or Third Party Marks in any manner without the prior written consent of the applicable owner. This includes use of the Sites address or Marks in page text, as key words, meta tags or any other “hidden text.” A list of Marks appears at the end of these Terms of Use. Other product or service names, logos, graphics, page headers, button icons and scripts are trademarks or trade dress of STC and/or its subsidiaries, affiliates or other designees and may not be used in connection with any other product or service in any manner, but especially not in a manner that is likely to cause confusion in the marketplace or in any manner that disparages or discredits STC or its affiliated companies. STC may use any such material in any manner for any reason without your consent, fee or obligation to account to you in any way, and, unless you and STC agree otherwise in writing, STC is and shall be the sole and exclusive owner.

12. DISCLAIMERS AND LIMITATIONS OF LIABILITY

STC DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE SITES OR LICENSED CONTENT.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SITES AND ANY PARTICULAR FEATURE IS AT YOUR SOLE RISK. THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. STC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, FREEDOM FROM MALICIOUS CODE, NON-INFRINGEMENT AND NONINTERFERENCE WITH YOUR USE OF ALL OR ANY PART OF THE SITES.
2. STC MAKES NO WARRANTY (i) THAT THE SITES WILL MEET YOUR REQUIREMENTS, (ii) THAT ACCESS TO THE SITES WILL BE UNINTERRUPTED OR TIMELY, THAT THEY ARE SECURE, OR THAT LICENSED CONTENT IS ACCURATE OR ERROR-FREE, (iii) THAT PRODUCTS WILL BE AVAILABLE, ACCURATELY DEPICTED OR PRICED, (iv) THAT THE RESULTS OBTAINED FROM USE OF THE SITES WILL BE ACCURATE OR RELIABLE, (v) THAT THE QUALITY OF ANY PRODUCTS, THE SITES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR (OR YOUR CUSTOMER’S) EXPECTATIONS, OR (vi) THAT PRODUCTS WILL BE PROPERLY DELIVERED IN PROPER AMOUNTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE.
3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STC OR THROUGH OR FROM THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE OR OTHERWISE APPLICABLE PURSUANT TO YOUR PURCHASE OF STC PRODUCTS.
4. STC IS NOT LIABLE FOR ANY PRODUCT WARRANTIES NOT EXPRESSLY SET FORTH ON THE SITES OR PROVIDED WITH THE PRODUCT PACKAGING.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT STC SHALL NOT BE LIABLE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF STC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE, ACCURACY OF THE INFORMATION, PRODUCTS AND MATERIALS SHOWN OR AVAILABLE FROM THE SITES OR ANY OTHER MATTER RELATING TO YOUR ACCESS TO OR USE OF THE SITES. IN ANY CASE, STC’S SOLE LIABILITY, AND THAT OF ITS LICENSORS, SUPPLIERS AND BUSINESS PARTNERS, IS LIMITED TO FIVE DOLLARS ($5.00). YOUR LEGAL RIGHTS WITH RESPECT TO THESE DISCLAIMERS AND WAIVERS MAY VARY FROM JURISDICTION TO JURISDICTION. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST STC WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13. Notice

STC may provide notices of changes to these Terms of Use or other matters by displaying notices or links to notices to you generally on the Sites. Notice or other correspondence to STC should be sent prepaid, by certified mail, return receipt requested or overnight commercial courier to:

Securitas Technology Corporation
8350 Sunlight Drive

Fishers, IN 46037

Attn: STC Webmaster

14. General Information

STC administers and operates the following Sites from its location in Uniontown, OH

• www.securitastechnology.com
• www.securitashealthcare.com

Other Sites may be administered and operated from various locations outside Canada. Although Sites may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on any of the Sites are available to all persons or in all geographic locations, or are appropriate or available for use in your jurisdiction. STC reserves the right to limit the provision and quantity of any feature, product or service to any person or geographic area in its sole discretion. Any offer for any feature, product or service made on any of the Sites is void where prohibited. These Terms of Use and any other agreements, whether or not referenced herein, constitute the entire agreement between you and STC with regard to and shall govern all purchases. Your activities and use of the Sites supersede any prior agreements between you and STC. You also may be subject to additional terms and conditions contained in invoices, purchase orders, terms and conditions of purchase/sale, shipping manifests, bills of lading or terms and contracts that may apply when you use affiliate services, third party content or third party software. These Terms of Use, your use of the Sites and any other agreement with and the relationship between you and STC shall be governed by the laws of the State of Indiana without regard to choice of law provisions, nor shall the 1980 United Nations Convention on Contracts for the International Sale of Goods apply.  The failure of STC to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found to be invalid, the parties nevertheless agree to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect; provided, however, the foregoing severability provision does not apply to residents of New Jersey, who are instead subject to the provisions contained in the LEGAL NOTICE FOR NEW JERSEY RESIDENTS section.  The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

15. Disputes

Any dispute between you and STC concerning the Sites shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute, provided, however that STC may commence action against you in a court of law for infringement of STC’s intellectual property rights. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Any claim required to be submitted to arbitration shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be administered exclusively by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held and the award shall be deemed to be made in Canada. Each party shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify these Terms of Use or to award punitive or exemplary damages, and the award may be enforced by judgment in a Canadian Court of Law.

SALES CONTRACT TERMS

Effective: February 17, 2023

TERMS AND CONDITIONS OF SALE FOR Securitas Technology Corporation (“STC”) PRODUCTS AND SERVICES

1. GENERAL PROVISIONS.  Unless and to the extent that a separate contract executed between the purchaser (“Client”) and STC applies, the purchase of goods and services by Client (“Order”) will be governed solely by these General Terms and Conditions of Sale, whether or not these General Terms and Conditions of Sale are referenced in the Order. Except as provided in the “Orders” section below, all provisions on the Order and all other documents submitted by Client are expressly rejected. STC will not be deemed to have waived these Terms and Conditions of Sale if it fails to object to provisions submitted by Client. Client’s silence or acceptance or use of the goods and services is acceptance of these Terms and Conditions of Sale. Any modification or addition to these Terms and Conditions of Sale must be in writing and signed by an authorized representative of Client and STC.

2. ORDER.  Orders should specify: (1) Equipment (if any); (2) price; (3) quantity; (4) location to which equipment is to be shipped and installed; (5) services (if any); (6) length of term for ongoing services (“Initial Term”) (if applicable); (7) monthly service charge; and (8) location to which invoices will be sent for payment. STC's order acknowledgment will not constitute acceptance. Any additional or conflicting terms on an Order will not apply unless specifically agreed to in writing by STC

3. Term Renewal and Expiration. In the event the Order specifies ongoing services, after the Initial Term expires, the Order will automatically be renewed as consecutive terms of one year, except where prohibited by applicable law in which case the Order will renew from month to month, unless terminated by either party by the delivery of written notice to the other at least sixty (60) days prior to the anniversary date of the Initial Term.

4. Payment. Payment for equipment and installation is due within thirty (30) days of invoice date.

Payments for services are due monthly, in advance, commencing from the first day of the month following the date the system becomes operative (which shall be the day said item of equipment is installed at Client’s location and/or is communicating with STC’s monitoring facility (the “Center”) as determined by STC.)  Client also agrees to pay interim charges in the amount of approximately 1/30th of the monthly charges for each day from and including the date the system becomes operative until the first (1st) of the following month.

Client agrees that at any time following expiration of the first twelve (12) months of the Order, STC may increase the basic monthly charges set forth in the attached schedule, once a year, for the balance of the term and any renewal thereof.  Client agrees to pay the full amount of such increase, which increase shall not exceed nine (9) percent over the previous twelve (12) months' basic ongoing charges.

STC’s pricing excludes all taxes (including, but not limited to, sales, use, excise, value-added or other similar taxes), duties and charges (collectively, “Taxes”). Client will pay all Taxes resulting from an Order, whether imposed, levied, collected, withheld or assessed now or later. If STC is required to impose, levy, collect, withhold or assess any Taxes on any transaction under an Order, then in addition to the price, STC will invoice Client for the Taxes unless, at the time of Order placement, Client furnishes STC with an exemption certificate or other documentation sufficient to verify exemption from the Taxes.

If any Taxes are required to be withheld from amounts paid or payable to STC under an Order: (1) such withholding amount will not be deducted from the amounts due STC as originally priced; (2) Client will pay the Taxes on behalf of STC to the relevant taxing authority in accordance with applicable law, and (3) Client will forward to STC within 60 days of payment proof of Taxes paid sufficient to establish the withholding amount and the recipient.

In no event will STC be liable for Taxes paid or payable by Buyer.  

5. Liquidated Damages and STC’s Limits of Liability.

A. The parties agree that STC is providing a system and/or service designed to reduce the risk of loss only; that the payments provided for herein are based solely on the value of the system and/or services as described herein and are unrelated to the value of any property located on Client's premises; that STC is not liable for losses which may occur in cases of malfunction or nonfunction of any system provided by STC or that STC is not liable for losses which may occur in the monitoring, repairing, signal handling or dispatching aspects of the service, even if due to STC’s negligence or failure of performance; that STC is not liable for losses resulting from failure to warn or inadequate training; that STC is not an insurer; and that insurance covering personal injury, property loss, and damage to and on Client's premises must be obtained and/or maintained by Client.  Client understands that it is Client’s duty to purchase such insurance; that STC offers several levels of protection and services and that the system and/or service described in the Schedule has been chosen by Client after considering and balancing the levels of protection afforded by various systems and the related costs.  The Order shall confer no rights on the part of any person or entity that is not a party hereto, whether as a third-party beneficiary or otherwise.

B. IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF THE SYSTEM AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES AND/OR VALUE OF CLIENT'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CLIENT DATA, INABILITY OF STC TO GUARANTEE POLICE, FIRE DEPARTMENT AND MEDICAL ALERT RESPONSE TIME, AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CLIENT'S POSSIBLE LOSS OR INJURIES TO THIRD PARTIES.  THEREFORE, IF LIABILITY IS IMPOSED ON STC, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED OR $10,000 WHICHEVER IS LESS.  (IF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED, STC’s LIABILITY SHALL BE LIMITED TO $500.00).  THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (ii) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES.  THE PAYMENT OF THIS AMOUNT SHALL BE STC’s SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF STC, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES.  If Client wishes STC to increase the amount of the liquidated damages OR LIMITATION OF LIABILITY as provided above, Client may obtain from STC an additional amount of liquidated damages OR LIMITATION OF LIABILITY by paying an additional monthly service charge to STC, SUBJECT TO WRITTEN APPROVAL BY AN AUTHORIZED STC REPRESENTATIVE SETTING FORTH SAID TERMS.  This clause will in no way be interpreted to establish STC as an insurer.

NO SUIT OR ACTION SHALL BE BROUGHT AGAINST STC MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES.

C. Since the parties agree that Client retains the sole responsibility for the life and safety of all persons in its premises, and for protecting against losses to his/her own property or the property of others in its premises, CLIENT AGREES TO INDEMNIFY AND SAVE HARMLESS STC, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY PERSONS NOT A PARTY TO THIS ORDER, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY STC FOR ANY SERVICE PROVIDED BY STC, INCLUDING BUT NOT LIMITED TO, THE INSTALLATION, REPAIR, MONITORING, SIGNAL HANDLING, OR DISPATCHING ASPECTS OF THE SERVICE.

D. With respect to STC owned systems, CLIENT EXPRESSLY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CLIENT UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND ANY RIGHTS NOW OR HEREAFTER CONFERRED UPON A CLIENT BY STATUTE OR OTHERWISE THAT MAY LIMIT OR MODIFY STC’S RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS ORDER OR APPLICABLE SCHEDULE.

E. Paragraphs A through D of this Article 5 shall apply to any other company or entity which, in addition to STC, furnishes, as a subcontractor, or otherwise, any installation, monitoring or other services provided hereunder.

F. Limited Equipment Warranty.  Where Client purchases a security system under an Order, STC warrants that the equipment will be free from defects in material and workmanship for a period of ninety (90) days from the date the security system is placed into operation.  If, during this warranty period, any of the equipment or parts are defective or malfunction, they will be repaired or replaced, at STC’s sole option, free of charge.  Warranty repair is done 8am – 4 pm Monday through Friday, excluding holidays.  This warranty will not apply if the damage or malfunction occurs because the system has been adjusted, added to, altered, abused, misused or tampered with by the Client, operated or used contrary to the operating instructions, software is used with an operating system other than that specified by STC or its original equipment manufacturer (“OEM”), performance issues relating to the use of Client’s data network(s),  power fluctuations, or any other cause not within the cause or control of STC. If inspection by STC fails to disclose any defect covered by this limited equipment warranty, the equipment will be repaired or replaced at Client's expense and STC’s regular service charges will apply.

DISCLAIMER OF ALL OTHER WARRANTIES: WITH THE EXCEPTION OF THE FOREGOING LIMITED EQUIPMENT WARRANTY, STC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED.  IN NO EVENT WILL STC, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER.  STC MAKES NO WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CLIENT'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THE ORDER.

STATE LAW: SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CLIENT MAY ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.

6. Indemnification by STC

A. STC shall defend, indemnify and hold Client harmless from and against (a) all direct damages proximately caused by an employee, agent or representative of STC where said damage or injury occurred during the performance of installation or service while on Client’s premises; and (b) all direct damages solely and proximately caused by the equipment installed hereunder (as opposed to cases where failure or malfunction of such equipment merely contributes to a loss or injury initiated by another source.)  This indemnification shall not apply where and to the extent the damages are caused by other sources, including fire not caused by the system itself, burglary, trespass or other occurrence which the system is designed to detect or avert, or where damages are alleged to be caused by any action or non-action of an employee of STC while furnishing central station monitoring services. IN NO EVENT WILL STC BE RESPONSIBLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER.

B. Infringement Indemnity. STC shall defend, hold harmless and indemnify Client from and against claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees) sustained by it as a result of a third party claim or allegation that the equipment, hardware or software, in the form in which it is originally provided by STC, alone (and not in combination with other software and/or hardware), infringes any third party Canadian or foreign patents, trademarks or copyrights; provided, however, that Client (i) gives STC prompt notice of any actual or threatened claims, (ii) gives sole control of the defense or settlement of such claims to STC, and (iii) cooperates fully with STC and its counsel in the defense or settlement thereof.  STC shall have no liability for any settlements entered into by Client without STC’s prior written consent.  In the event that any equipment, hardware or software is held or believed by STC to violate a third party’s intellectual property rights, STC may at its option and expense (i) modify the affected equipment, hardware or software to be non-violating, or (ii) obtain for Client a license to continue using such equipment, hardware or software.  THIS STATES STC’S TOTAL LIABILITY AND CLIENT’S SOLE REMEDY FOR ANY ACTUAL OR ALLEGED CLAIM FOR ROYALTIES, LICENSE FEES OR INFRINGEMENT OF ANY PATENT OR COPYRIGHT ON SUCH EQUIPMENT, HARDWARE OR SOFTWARE PROVIDED BY STC.

7. Miscellaneous Charges and Increase in Charges.

A. Client shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein, including any increase in charges to STC for facilities required for transmission of signals under the Order.

B. At STC’s option, a fee may be charged for any unnecessary service run or false alarm.   If Client or STC is assessed any fine or penalty by any municipality, fire, or police department as a result of any false alarm, Client shall pay the full amount of such fine or penalty.  If, following an investigation at Client’s request, it is mutually agreed that a false alarm was caused by STC, the amount of the fine or penalty paid by Client shall be credited to Client’s account.

C. Installation charges set forth in the Order assume installation will be performed during STC’s normal working hours and using its own personnel.  If Client requests the installation or any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, or if STC’s wage rates do not apply as a result of prevailing wage conditions, or otherwise, then the installation charge will be adjusted accordingly.

D. If any Governmental agency requires any changes in the system originally installed, Client agrees to pay for such changes.  It is Client's responsibility to obtain alarm use permits, required by the local jurisdiction.

E. Failure to pay amounts when due shall give STC the right to charge interest at the rate of 1½% per month, or other maximum permitted by law, on any delinquent balance.  A balance becomes delinquent thirty (30) days after payment is due under Article 4.

8. Further Obligations of Client.

A. Client shall not tamper with, alter, adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment installed by STC, nor shall Client permit the same to be done by others.  It is further agreed that if any work is required to be performed by STC due to Client's breach of the foregoing obligations, Client will pay STC for such work in accordance with STC’s then current prevailing charges.  CLIENT SHALL INDEMNIFY AND HOLD STC HARMLESS FROM AND AGAINST ANY CLAIM ARISING OUT OF SUCH TAMPERING, ALTERATION, ADJUSTMENT, ADDITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENT AND FOR THE INTERCONNECTION BY ANYONE OTHER THAN STC OF ANY EQUIPMENT OR DEVICE TO ANY STC EQUIPMENT.

B. For those premises where STC is to provide monitoring, Client shall furnish STC a list of the names, titles, telephone numbers and signatures of all persons authorized to enter the premises of Client during scheduled closed periods and shall be responsible for updating such lists.  In cases of supervised service, Client shall also furnish STC with an authorized daily and holiday opening and closing schedule.

C. Client shall set the alarm system at such times as Client shall close its premises.  Client shall test the alarm system prior to each closed period and shall immediately report to STC any claimed inadequacy in, or failure of, the system.  Client shall perform a periodic walk test of any motion detection equipment used on the premises.

D. Client shall permit STC access to the premises for any reason arising out of, or in connection with, STC’s rights or obligations under this Order.

E. Should any part of the system be damaged by fire, water, lightning, acts of God, third-parties or any cause beyond the control of STC, any repairs or replacement shall be paid for by Client (ordinary wear and tear excepted in the case of an STC owned system).

F. Any claim by Client of improper installation or failure to comply with Client’s specifications shall be made in writing to STC within ninety (90) days of installation completion.  Such obligation shall not waive Client’s warranty rights under Article 5.F., Limited Equipment Warranty.

G. Client represents and warrants that Client is the owner of the premises or, if not, that the owner agrees and consents to the installation of the system on the premises.  Client shall indemnify and hold STC harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from STC’s inability to recover STC owned system components when Client moves out of the premises.

H. For those premises where STC is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm service, Client warrants and agrees that all alarm valves, gate valves, tanks, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Client's expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with STC’s signaling devices.  Client further agrees to furnish any necessary water through Client's meter and at Client's expense, to place hoods over any open forges or fires, and to pipe all boiler blow-offs and steam exhaust outside the premises to be protected.

I. It is mutually agreed that the Client assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting equipment at Client's premises.

J. Client represents that, except to the extent it has given STC written notice prior to the Order, (i) the work and/or services to be performed hereunder are not subject to any Federal, State or local prevailing wage statute or regulation, and (ii) to the best of its knowledge there is no asbestos or presumed asbestos-containing material, formaldehyde or other potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under the Order.  If such materials (whether or not disclosed by Client) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond STC’s reasonable control and STC shall not start, or continue, to perform its work under the Order until Client has remedied the unsafe or unlawful condition at Client's sole expense.  CLIENT SHALL INDEMNIFY AND HOLD STC HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS’ FEES) FOR FINES, PENALTIES, BACK WAGES, BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTS FROM A  BREACH OF THE FOREGOING REPRSENTATIONS (REGARDLESS OF WHETHER OR NOT CLIENT DISCLOSED SUCH MATERIALS TO STC).

K. Client agrees that STC may conduct a credit investigation and review.  In such event, Client shall provide, in a timely manner, such financial information as STC may request.  Client represents and warrants that all such financial information accurately and completely presents Client’s financial condition as of the date of execution of the Order.

L. Client hereby authorizes STC to execute and file financing statements and/or continuation statements under the Uniform Commercial Code on Client’s behalf and to file such documents in all places where necessary to perfect STC’s interest in the equipment.  Client agrees to execute any such instruments as STC may request from time to time.

9. Further Obligations of STC; Limitations.

A. Neither party shall be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, riots, floods, fires, lightning, acts of God, or any cause beyond the control of such party, including interruptions in telephone service.  STC will not be required to perform installation or supply service to Client while any such cause shall continue.

B. If Client has subscribed to monitoring service, the system will be connected to STC’s Center.  Unless specifically requested otherwise by the Client and approved by STC’s Center, when a burglar alarm signal from the alarm system is received, the Center will first try to telephone Client’s premises, and if there is no answer then will try to telephone the first available person on Client’s emergency call list, to verify whether or not an emergency condition requiring police response exists.  If there is no answer to both of these calls or the person contacted indicates that an emergency exists, the Center will attempt to notify the police department.  The Center will also attempt to contact someone on the emergency call list to advise them that the police have been notified.  When a fire alarm, hold-up alarm or duress alarm signal is received, the Center will attempt to notify the police or fire department or other emergency personnel and the first available person on the emergency call list.  When a non-emergency signal is received, the Center will attempt to contact the premises or the first available person on the emergency call list but will not notify emergency authorities. The Center reserves the right to use automated notification procedures in lieu of phone call notifications for non-emergency signals unless expressly prohibited by local authorities.  If Client requires phone notification for non-emergency signals, Client agrees to subscribe to such service and an additional fee may apply.  Phone notification for non-emergency signals will be made during normal day-time hours unless expressly requested otherwise by Client.

The Center may choose not to notify emergency personnel if it has reason to believe that an emergency condition does not exist.  STC and Client are obligated to comply with all notification and response requirements imposed by governmental agencies having jurisdiction over the system. STC reserves the right todiscontinue or change any particular response service due to such governmental or insurance requirements without notice.   Client consents to the tape and video recording of telephonic and video communications between Client’s premises and STC, and will inform its employees and third parties that such recordings are authorized.  If Client’s police or fire department now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, Client agrees to subscribe to such service if provided by STC, or otherwise comply with such requirements, and an additional fee may apply for such services.

C. If video equipment is installed, it may be integrated into the system in which case, when the video equipment is activated, it will send a video transmission to the Center.  The Center will first attempt to verify the nature of the emergency by viewing the video.  If the Center determines that an emergency condition exists, it will try to first telephone the premises, if available, and report the emergency condition.  If there is no answer or the person answering confirms the emergency condition, then, based upon the nature of the emergency condition, the Center will notify the proper police or fire department or other emergency personnel, and the next available person on the emergency call list.  If the Center determines that an emergency condition does not exist or the video is inconclusive, the Center will use the notification procedures set forth in paragraph 9B above.

D. Client understands that, if the system installed is monitored, due to the nature of the method used for communicating alarm signals to the STC’s monitoring center, there may be times when that communication method is not able to transmit signals and STC will not receive alarm signals.  Digital communicators use standard telephone lines and STC does not receive signals when the telephone system becomes non-operational or the telephone line is placed on vacation status, cut, interfered with or otherwise damaged.  There will be times when any radio frequency method, such as cellular, public or private radio systems or Internet based service, cannot transmit an alarm signal due to lack of signal strength, network congestion, or availability of a communications channel.  Similarly, any other type of communication method installed under this Order also can experience an inability to communicate alarm signals. Client understands that STC offers several levels of communication methods of alarm signals to the monitoring center and that the Services described on the Schedule have been chosen by Client after considering and balancing the levels of protection afforded by various communication methods and the related costs. Client acknowledges and agrees that Client is solely responsible for the selection of the type of communication method and whether the utilization of more than one communication method is required.  Communications networks provided by independent carriers or providers are wholly beyond STC’s control and are maintained and serviced, solely by the applicable carrier or provider.   Client agrees to reimburse STC for any costs incurred to reprogram the communicator because of area code changes or other dialing pattern changes.  If telephone service is used, the use of DSL or other broadband telephone service may prevent the system from transmitting alarm signals to the monitoring center and/or interfere with the telephone line-seizure feature of the system.  Such services should be installed on a telephone number that is not used for alarm signal transmission.  Client agrees to notify STC if Client has installed or intends to install DSL or other broadband service.  IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM’S SIGNAL TRANSMISSION MUST BE TESTED WITH THE MONITORING CENTER.

E. For those premises with a direct connection to the police, fire department, or other agency, it is mutually understood and agreed that signals transmitted hereunder will be monitored in police and/or fire departments or other locations, and that the personnel of such police and/or fire departments or other agencies are not STC’s agents, nor does STC assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals.

F. STC shall not be responsible for the replacement of equipment or parts no longer commercially available to STC.

G. If a service plan or software support option is selected by Client, STC will provide and install software upgrades as they become commercially available, during normal STC working hours.  Software upgrades that do not affect the Client's current operations, as solely determined by STC and the OEM will not be installed by STC. In the event the Client elects to have someone other than STC install the software upgrade, the Client shall assume any and all liability for any damage caused pursuant to the installation.  Service and upgrades for third party software not supplied by STC are excluded from this Order.

10. Title to Equipment and Use of STC-owned Equipment; Proprietary Protection.

A. Any STC owned equipment installed on the Client's premises shall at all times remain solely the property of STC and Client agrees not to permit the attachment thereto of any equipment not furnished by STC. For any equipment identified as “TKO” on the Order, Client acknowledges that the purchase price for the equipment is incorporated into the monthly service charge set forth on the Order and will be paid over the Initial Term of the Order. Client therefore agrees that STC retains title to the equipment until the full purchase price is paid, which shall be at the expiration of the Initial Term of the Order.  STC agrees that upon expiration of the Initial Term, the parties may renegotiate the Total Monthly Fee to reflect payment of the purchase price for the equipment.

B. If Client purchases equipment, Client agrees that STC retains a security interest in the equipment until the full purchase price is paid.  It is further understood and agreed that STC may remove or abandon all STC owned equipment, including all wiring installed by STC, in whole or in part, upon termination of the Order by lapse of time, default of any moneys due hereunder, or otherwise without any obligation to repair or redecorate any portion of the protected premises, provided that such removal or abandonment shall not be held to constitute a waiver of the right of STC to collect any charges which have accrued.

C. Client shall keep all STC owned equipment at all times free and clear from all liens, claims, levies, encumbrances, security interests and processes, of any nature whatsoever.  Client shall give STC immediate notice of any such attachment or other judicial process affecting any of the equipment.  Without STC's written permission, Client shall not attempt to or actually:  (i) pledge, lend, create a security interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise; (ii) allow another to use; (iii) part with possession; (iv) dispose of; or (v) remove from the location of installation, any item of equipment.  If any item of equipment is exchanged, assigned, traded, swapped, used for an allowance or credit or otherwise to acquire new or different equipment (the "new equipment") without STC's prior written consent, then all of the new equipment shall become equipment owned by STC subject to the Order.

D. Any computer application program and/or documentation, collectively referred to as “Software”, that is provided by STC under the Order, is owned by STC, its affiliates or one of its OEM’s and is protected by Canadian and international copyright laws and international treaty provisions.  Any breach of this Order will automatically terminate the Client’s right to use this Software, and the Client is obligated to immediately return such Software to STC.  Client may not copy the Software for any reason other than per the dictates of any end user software license Order. Client may not reverse-engineer, disassemble, decompile or attempt to discover the source code of any Software. Client acknowledges that any breach of this section shall result in irreparable injury to STC for which the amount of damages would be unascertainable. Therefore, STC may, in addition to pursuing any and all remedies provided by law, obtain an injunction against Client from any court having jurisdiction, restraining any violation of this section.

11. Termination.

A. STC may terminate the Order as follows:

i) In the event Client defaults in the performance of any of the terms and conditions of the Order, including the failure to make any payment, Client shall have thirty (30) calendar days from receipt date of written confirmation by STC of such default to cure or remedy the default.  Notification by facsimile, U.S. mail or by courier shall be acceptable.  If, after the thirty (30) calendar day period, Client does not remedy or cure such default, STC may terminate the Order immediately and the balance of all moneys due and for the unexpired term of this Order shall become immediately due and payable, together with interest at the maximum legally allowable rate; or

ii) Immediately, in the event STC’s monitoring center, the telephone lines, wires, or STC’s equipment within Client premises are destroyed or so substantially damaged that it is commercially impractical to continue service to Client's premises; or

iii) As provided in Article 3 relating to expiration.

B. Client may terminate the Order:

i) Immediately, upon written notice for any individual location in the event any Client location is, by any cause beyond the control of Client, destroyed or so substantially damaged that it is commercially impractical for Client to continue any operations at such location, provided that if the Client is using STC owned or TKO equipment, the Client must pay STC all payments remaining to be made through its scheduled expiration; or

ii) As provided in Article 3 relating to expiration.

C. Upon termination of the Order, Client shall permit STC access to Client's premises in order to deactivate the telephone line signaling device and/or to remove the equipment pursuant to Article 10.

12. Assignment. The Order is not assignable by the Client, except upon written consent of STC first being obtained. STC shall have the right to assign the Order, or to subcontract any of the obligations under the Order, without the consent of, but with notification to, the Client.

13. Insurance and Waiver of Subrogation. Client shall obtain, and maintain, insurance coverage to cover all losses, damage, or injury, related to or sustained by Client in connection with the services provided by STC.  For all losses, damage or injury above the limits set forth in Paragraph 5B, Client shall look solely to its insurer for recovery of its loss and hereby waives any and all claims for such loss against STC.  Client agrees to obtain insurance permitting said waiver without invalidating coverage. Both parties do hereby for themselves and for other parties claiming under them, release and discharge each other from and against all claims arising from hazards covered by insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against either party.

14. Severability and Savings In the event any one or more of the provisions of the Order shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining provisions of the Order shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provision(s) shall survive to the extent not so held.  The foregoing severability provision does not apply to residents of New Jersey, who are instead subject to the provisions contained in the LEGAL NOTICE FOR NEW JERSEY RESIDENTS section.

15. Non-solicitation During the term of the Order and for a period of not less than one (1) year following its expiration or termination, both parties agree not to solicit as an employee, consultant, agent, subcontractor and/or representative (hereinafter "Employee") any person who is an Employee of the other party at the time of such solicitation. If this covenant is breached, the non-breaching party will be entitled to injunctive relief to be issued by any court of equity having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concerned therein from further violation thereof, and in addition thereto, if a court finds a violation of this clause, the non-breaching party will be entitled to liquidated damages, due to the difficulty of proof of actual damages, against the breaching party in the amount of the hired employee’s fully loaded salary, including benefits, bonuses, commissions, stock grants, the cost of training and other similar fully loaded elements.  Both parties acknowledge that such amount is reasonable, not a penalty and not disproportionate to the presumed investment in the training of such Employee and the damages suffered by the non-breaching party.  Solicitation through advertisements directed at the general public or through “head hunters” who contact a party’s employees without the party’s knowledge will not be considered solicitations for purposes of this paragraph.

16. Disputes. Any dispute between Client and STC concerning any Order shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute, provided, however that STC may commence action against Client in a court of law for infringement of STC’s intellectual property rights. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Any claim required to be submitted to arbitration shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be administered exclusively by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held and the award shall be deemed to be made in Canada. Each party shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify these Terms and Conditions or to award punitive or exemplary damages, and the award may be enforced by judgment in a Canadian Court of Law.

17. Choice of Law These Terms and Conditions of Sale shall be interpreted, enforced and governed under the laws of the State of Indiana without regard to application of conflicts of laws principals that would require the application of any other law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

18. Legal Notice for New Jersey Residents. Under the New Jersey Truth-in-Consumer Contract, Warranty and Notice ACT (“TCCWNA”), N.J.S.A. 56:12-14 et seq., consumers may not be offered any written contract which includes any provision that violates any clearly established legal right of a consumer, or responsibility of a seller, as established by state or federal law. In addition, under the TCCWNA, no consumer contract may state that any of its provisions are or may be void, unenforceable or inapplicable in some jurisdictions without specifying which provisions are or are not void, unenforceable or inapplicable in New Jersey.  Therefore, the following provisions of these Terms and Conditions shall not be applicable to New Jersey residents: (1) in the “Payment” section, the provision concerning limiting STC’s liability for any loss or damage is not applicable to New Jersey residents to the extent that STC was negligent or has breached its obligation to the Client; (2) in the “Liquidated Damages and STC’s Limits of Liability” section, (a) the provisions concerning limiting STC’s liability for any loss or damage are not applicable to New Jersey residents to the extent that STC was negligent or has breached its obligation to the Client, (b) the provision which limits the time within which claims against STC must be brought, (c) the provision concerning the indemnification by Client is not applicable to New Jersey residents unless Client was negligent or has breached these Terms and Conditions, and (d) the provision concerning the exclusion or limitation of certain damages is not applicable to New Jersey residents with respect to punitive damages, loss of data, and loss of or damage to property; (3) in the “Indemnification by STC” section, the provisions concerning the indemnification by Client are not applicable to New Jersey residents unless Client was negligent or has breached these Terms and Conditions; (4) in the “Further Obligations of Client” section, the provisions concerning the indemnification by Client are not applicable to New Jersey residents unless Client was negligent or has breached these Terms and Conditions; and (5) in the “Disputes” section, (a) the provision which limits the time within which claims against STC must be brought and (b) the provision concerning the exclusion or limitation of certain damages is not applicable to New Jersey residents with respect to punitive damages, loss of data, and loss of or damage to property.