MONITORING, SERVICE, & INSPECTIONS TERMS & CONDITIONS

1. GENERAL:

A. Omega Fire & Life Safety (herein referred to as Omega in this contract) is an official tradename for Omega Corporation.

B. All provided pricing is valid for 30 days unless otherwise specified in writing.

C. The Terms & Conditions contained herein apply to all work, quoted or non-quoted, performed during the course of this Contract.

D. Third-party programming and lifts are not included in this Contract, and if needed, will be provided for an additional fee to the Customer.

2. SERVICE PLAN: If Customer has contracted for a service plan in this Agreement (a "Service Plan"), Customer warrants and represents that the system and/or equipment subject to the Service Plan is fully operational, properly designed and installed, code compliant, and without any defects or problems. If any such problems, defects or deficiencies are identified by Omega at any time, it reserves with right, in its sole discretion, to require repairs are made to the system or terminate the Service Plan. It is Customer's sole responsibility to regularly test the operation of the system and/or equipment and notify Omega of any need for service under a Service Plan. Customer understands and agrees that Omega will only perform service pursuant to a Service Plan after the Customer first notifies Omega of the need for service. Customer understands and agrees that the Service Plan only applies to that system and/or equipment indicated in this Agreement, and only during the contracted-for frequency so indicated in this Agreement. While Omega is performing service, equipment and parts at the Premises may fail or malfunction through no fault of Omega due to, among other things, age, obsolescence and normal wear and tear. Omega assumes no liability or responsibility whatsoever for any such failure, or any related real or personal property damage, inventory damage, economic damage, business interruption, or other damages which may result. Omega will only repair, replace or clean up any damage from any such failure, if contracted separately in writing to do so for an additional fee. In the event Omega or its Subcontractors need to deliver or stage equipment or materials, Owner will, upon request, provide access to any convenient place within the building.

3. INSPECTION PLAN: If Customer has contracted for an inspection plan in this Agreement (an “Inspection Plan”), Customer warrants and represents that the system and/or equipment subject to the Inspection Plan is fully operational, properly designed and installed, code compliant, and without any defects or problems. If any such problems, defects or deficiencies are identified by Omega at any time, it reserves with right, in its sole discretion, to terminate the Inspection Plan. Omega will only inspect the system and/or equipment indicated in this Agreement (“Covered System(s)”) during the contracted-for frequencies so indicated in this Agreement. At all times, Customer is responsible for the proper maintenance and operation of the Covered System(s), and following NFPA prescribed inspection service frequencies. Customer understands and agrees that the contracted-for frequencies may not comply with the NFPA requirement, and it is the Customer’s sole and exclusive responsibility to assure such compliance and Customer is solely and exclusively responsible for any loss, damage or consequence caused by the failure to so comply. If, upon performing an inspection, Omega determines that repairs are necessary, a proposal will be submitted to Customer for approval prior to any work. If Customer elects not to authorize the repairs, Omega shall be relieved from any and all liability arising there from. Omega may submit a copy of any inspection report it prepares (the “Report”) to the local Authority Having Jurisdiction (AHJ). The Report is only advisory in nature and intended only to disclose problems or deficiencies in the operation of the Covered System(s) which are visually apparent to Omega on the date and time of the inspection only. The Report is not intended to warrant, guaranty or imply that no other defects or hazards exist with respect to the Covered System(s). An inspection will not verify whether a Covered System was installed per applicable code or standard of care. During an inspection, Omega cannot and will not inspect underground or within any obstructed area (such as behind or within, dry wall, paneling, ceilings, wall papering, under floor covering, in attics, below grade, within crawlspaces, insulation, or other areas which may otherwise be blocked or impeded), unless the obstruction is first removed by Customer. Omega will not inspect in any areas that, in the opinion of the inspector, involve unreasonable risk to persons or property. Omega will not perform any cleaning during any inspection of Commercial Kitchen Ducts, Hoods or any other Covered System. While Omega is performing inspections, equipment and parts at the Premises may fail or malfunction through no fault of Omega due to, among other things, age, obsolescence and normal wear and tear. Omega assumes no liability or responsibility whatsoever for any such failure, or any related real or personal property damage, inventory damage, economic damage, business interruption, or other damages which may result. Omega will only repair, replace or clean up any damage from any such failure, if contracted separately in writing to do so for an additional fee.

4. MONITORING PLAN: If the Customer has contracted for a Monitoring Plan (“Monitoring”) in this Agreement, Omega will subcontract the Monitoring to a central monitoring station (the “Monitoring Subcontractor”). Once the Monitoring Subcontractor receives a signal indicating the necessity for response, the Monitoring Subcontractor will make reasonable efforts to communicate electronically or by telephone to the addresses and telephone numbers provided by Customer and/or the appropriate governmental agencies, if applicable. The Monitoring Subcontractor cannot control or be responsible for police or fire response time. Monitoring is not error-free. Alarm signals are sent from the applicable system or equipment to the Monitoring Subcontractor using the communications equipment at Customer’s premise tied into the system, or equipment, which may include Customer’s regular telephone line(s); wirelessly, and/or the internet or cable system. Omega is not responsible for the functioning of the communications equipment and, if it is not functioning, the Monitoring Subcontractor will not receive an alarm signal and will be unable to respond. Before Customer changes the communications equipment, Customer must first call Omega because the new equipment may not work with the system at the Customer’s premise and the Monitoring Subcontractor may not receive any alarm signals. In the event a covered system sends excessive transmissions to the Central Station, as determined by Omega in its sole discretion, one or more of the following actions may occur: a) Omega will dispatch a technician to Owner's property to correct the cause of the excessive transmission; b) if technician is unable to 100% correct issue on site, for any reason whatsoever, Omega reserves the right to disconnect dialer and require firewatch be enacted; c) Omega will charge an excessive signal fee per transmission. Owner assumes all costs associated with excessive signal transmission remedy.

5. SCHEDULING FOR SERVICE PLANS AND INSPECTION PLANS: Omega will provide service and/or inspection pursuant to the Service Plan and/or Inspection Plan contracted-for under this Agreement (a “Contracted-For Service”) on an agreed upon day and time during the frequencies indicated in this Agreement, and only after Customer first contacts Omega and schedules the applicable service and/or inspection. Omega will endeavor to perform all services and inspections as soon as it reasonably can during normal business hours (7:00a.m. to 4:00 p.m., local time), excluding Saturday, Sunday and Holidays (unless the Customer has contracted for emergency service in this Agreement). Omega is not responsible for any interruption of the operation of any equipment or system or any other hazard before or after a request has been made for a service and/or inspection, before a service or inspection is complete, or between frequencies. A request for service or inspection on an emergency basis may result in additional labor and travel charges to Customer, unless the Customer has contracted-for emergency service in this Agreement. Omega shall not be responsible for its inability or failure to render any service and/or inspection, or any resulting damage or losses, due to causes beyond its reasonable control, including but not limited to work stoppages, strikes, casualties, fires, terrorism, and acts of God. Customer agrees to provide, at Customer’s sole cost and expense, parking for all Omega vehicles during all service and inspections at the Premises so that Omega's technicians may easily, safely and efficiently access the Premises to perform the scheduled work.

6. CANCELLATION FEES: If Customer cancels any service or inspection pursuant to a Service Plan or Inspection Plan contracted-for under this Agreement within twenty-four (24) hours of the agreed time, Omega reserves the right to charge Customer a cancellation fee up to $250.00. If Omega arrives on site for a scheduled service or inspection and is unable to perform it due to site or other issues caused by the Customer, Omega may charge Customer the lesser of four (4) hours of labor or the applicable fee for the Service and/or Inspection it was unable to perform. If a subcontractor arrives on site for a scheduled service or inspection and is unable to perform it due to site or other issues caused by the Customer, Omega may charge Customer the fee received from the subcontractor.

7. TERM/AUTOMATIC RENEWAL: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TERMS CONTRACTED-FOR IN THIS AGREEMENT FOR THE SERVICE PLANS, INSPECTION PLANS AND MONITORING PLAN SHALL AUTOMATICALLY AND CONTINUOUSLY RENEW AT OMEGA'S THEN CURRENT PRICING FOR SUCCESSIVE TERMS EQUAL TO THE INITIAL TERMS SELECTED IN THIS AGREEMENT, UNLESS EITHER PARTY NOTIFIES THE OTHER OF THE INTENT NOT TO RENEW BY GIVING AT LEAST FORTY-FIVE (45) DAYS ADVANCE WRITTEN NOTICE PRIOR TO THE END OF THE THEN APPLICABLE TERM. TIME IS OF THE ESSENCE.

8. HAZARDOUS MATERIAL: Customer represents that there is no (i) “permit confined space,” as defined by OSHA which Omega will be required to access or enter; (ii) risk of infectious disease anywhere within any premises where work will be performed by Omega; (iii) need for air monitoring, respiratory protection, or other medical risk, or asbestos containing material, formaldehyde or other potentially toxic or hazardous material contained in, on or around the surface of the floors, walls, ceilings, insulation or other structural components where work will be performed by Omega (“hazardous conditions”). If hazardous conditions are encountered, Omega shall have no obligation to perform work in an affected area until the area has been made safe by Customer, and Customer shall pay reasonable disruption and re-mobilization costs and expenses as determined by Omega. Customer agrees to indemnify, defend and hold Omega harmless for any and all damages resulting from exposure of workers to hazardous conditions, including bodily injury and property damage, attorneys’ fees, court costs and expert fees. Under no circumstances shall Omega be responsible for the removal or disposal of any hazardous materials.

9. LIMITATION OF OMEGA'S LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF OMEGA IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OF OMEGA, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION, CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, SERVICE PLANS, INSPECTION PLANS OR MONITORING PLAN, OMEGA'S MAXIMUM LIABILITY WILL BE LIMITED TO TWO (2) TIMES THE ANNUALIZED TOTAL CHARGES IN THIS AGREEMENT (EXCLUSIVE OF TAX) FOR THE SERVICE PLAN, INSPECTION PLAN OR MONITORING PLAN FROM WHICH THE LOSS OR DAMAGE ARISES, AND THIS LIABILITY SHALL BE EXCLUSIVE. OMEGA MAY ASSUME A GREATER LIABILITY, BUT ONLY FOR AN ADDITIONAL CHARGE TO BE AGREED UPON BY CUSTOMER AND OMEGA IN WRITING. THIS LIMITATION OF LIABILITY SPECIFICALLY COVERS LIABILITY FOR, AMONG OTHER DAMAGES, DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY AND LOSS OF LIFE. THROUGHOUT THIS AGREEMENT, OMEGA IS DEFINED TO INCLUDE ITS EMPLOYEES, AND SUBCONTRACTORS. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL, WANTON, OR INTENTIONAL MISCONDUCT OF OMEGA.

10. WAIVER OF SUBROGATION: Customer agrees to obtain and maintain appropriate insurance coverage to protect the Customer against risks of loss. To the fullest extent permitted by applicable law and not precluded by the Customer’s applicable policy or policies of insurance, Customer hereby releases Omega from all liability for any loss, occurrence, event or condition covered by Customer’s insurance.

11. LIMITED WARRANTY: Omega warrants that if any part it installs pursuant to a Service Plan in this Agreement does not work because of a defect or ordinary wear and tear within (30) days from the date of installation, unless Customer chose a tiered plan which provides additional warranty, Omega will repair or replace that part at no charge for labor or parts. The Limited Warranty does not cover batteries, and does not apply if the part has been damaged by Customer, accidents, power surges, misuse, vandalism, improper maintenance, unauthorized changes or acts of God (such as fires, earthquakes, floods, tornadoes, etc.). This Limited Warranty is the only warranty Omega makes. NO EXPRESS OR IMPLIED WARRANTIES EXTEND BEYOND THE FACE OF THIS AGREEMENT. OMEGA MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY AND ALL SUCH WARRANTIES BEING EXPRESSLY WAIVED UNDER THIS AGREEMENT. Omega will only provide Limited Warranty service if Customer notifies Omega of a need for service. Once notified, Omega will provide the Limited Warranty service as soon as it reasonably can during normal business hours (7:00a.m. to 4:00 p.m., local time), excluding Saturday, Sunday and Holidays. Omega is not responsible for any loss of damage after a limited warranty service request has been made and before service is complete.

12. THIRD PARTY INDEMNIFICATION: THIS AGREEMENT IS INTENDED ONLY FOR THE CUSTOMER’S BENEFIT. THEREFORE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES TO INDEMNIFY, DEFEND, RELEASE AND HOLD OMEGA HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST OMEGA ARISING FROM OR RELATING TO THIS AGREEMENT, SERVICE PLAN, INSPECTION PLAN OR MONITORING PLAN (A “THIRD PARTY ACTION”); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGMENTS (INCLUDING PAYMENT OF ATTORNEYS’ FEES AND COSTS OF THE COMPANY INCURRED BY, ASSESSED OR FOUND AGAINST, OR MADE BY OMEGA RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”), EVEN IF SUCH THIRD PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF OMEGA, BREACH OF CONTRACT OR WARRANTY OR CONDITION, STRICT LIABILITY OR OTHER FAULT OR WRONGDOING OF OMEGA. THIS INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL, WANTON, OR INTENTIONAL MISCONDUCT OF OMEGA. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE ANY PERSON OR ENTITY WHO DID NOT SIGN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, AN OWNER, PROPERTY MANAGER, SPOUSE, FAMILY MEMBER, GUEST, NEIGHBOR, TENANT, EMPLOYEE OR INSURANCE COMPANY. THE INDEMNIFICATION OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED OR DIMINISHED BY ANY STATUTORY OR CONSTITUTIONAL IMMUNITY CUSTOMER MAY ENJOY FROM OR RELATED TO ANY THIRD-PARTY ACTION BY CUSTOMER’S OWN EMPLOYEES OR RECOVERY UNDER WORKER’S COMPENSATION INSURANCE OR LAWS.

13. NOTICE (RESIDENTIAL CUSTOMERS ONLY): Each contractor performing work must be licensed by the Maryland Home Improvement Commission (“MHIC”), and any person has the right to request information from the MHIC about a contractor. Formal mediation of disputes between homeowners and contractors is available through the MHIC, and can be contacted via telephone at: 410-230-6309; or their website: http://www.dllr.maryland.gov/license/mhic/. The MHIC administers the Guaranty Fund, which may compensate homeowners for certain actual losses caused by acts or omissions of licensed contractors. Additionally, a homeowner may request that a contractor purchase a performance bond for additional protection against losses not covered by the Guaranty Fund.

14. CUSTOMER AGREEMENTS AND UNDERSTANDINGS: Customer has the authority to sign this Agreement and in doing so will not violate any other agreement. Customer understands and agrees that any subcontractor retained by Omega to provide any part of, or the whole of, the installation under this Agreement, are independent contractors and independent operating companies. There is no partnership, joint venture, employer/employee, master/servant, or other similar relationship between them. Customer agrees to pay Omega its charges on a per-call time and materials basis for any service or inspection not covered by this Agreement. Unless otherwise agreed to in writing between the Customer and Omega, all of Customer’s duties and obligations under this Agreement continue even if the Customer sells or leaves the Premises.

15. REMEDIES: IF CUSTOMER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, OMEGA WILL GIVE CUSTOMER WRITTEN NOTICE OF DEFAULT. IF CUSTOMER DOES NOT CURE THE DEFAULT IN FULL WITHIN FIVE (5) DAYS OF THE DATE OF THE NOTICE, OMEGA MAY TERMINATE THIS AGREEMENT, AND RECOVER FROM THE CUSTOMER ANY AND ALL AMOUNTS PERMITTED UNDER APPLICABLE LAW, WHICH MAY INCLUDE, WITHOUT LIMITATION, (I) ALL AMOUNTS THEN DUE AND OWING; (II) SEVENTY-FIVE PERCENT (75%) OF THE AMOUNTS THAT WOULD BECOME DUE AND OWING FOR THE UNEXPIRED BALANCE OF THE APPLICABLE TERMS OF THIS AGREEMENT FOR ANY CONTRACTED-FOR SERVICE PLAN, INSPECTION PLAN AND/OR MONITORING PLAN; AND (III) OMEGA'S REASONABLE COLLECTION COSTS, INCLUDING ATTORNEYS’ FEES, IN THE EVENT IT IS DEEMED TO BE THE PREVAILING PARTY IN ANY LAWSUIT TO ENFORCE ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT. If Omega waives any default, Omega is not waiving other defaults. Any waiver by Omega must be in writing. Any default by the Customer under any other agreement between the Customer and Omega, shall be deemed a cross-default under this Agreement. Omega reserves the right to terminate the Monitoring Plan, with no further obligation to Customer, upon fourteen (14) days advance written notice to Customer in the event of (i) excessive runaway and/or false signals, or (ii) non-monetary material breaches of this Agreement, or the reasonable policies and procedures of the Monitoring Subcontractor. In the event either party terminates services, Customer agrees to grant Omega access to the facility and control panel to make necessary programming changes. The Owners obligation to pay this programming fee shall survive the end of this Contract.

16. INTEREST: All invoices from Omega are due within thirty (30) days of receipt, unless otherwise stated in writing. If Customer is more than ten (10) days late with payment, Omega may charge Customer interest at the rate of eighteen percent (18%) per annum, or the maximum amount permitted by applicable law, if less.

17. ASSIGNMENTS/SUBCONTRACTORS: Customer may not assign this Agreement or any Service Plan, Inspection Plan and/or Monitoring Plan contracted-for in this Agreement, in whole or in part, without Omega's prior written consent. OMEGA MAY ASSIGN OR SUBCONTRACT THIS AGREEMENT (IN WHOLE OR IN PART), INCLUDING ANY SERVICE PLAN, INSPECTION PLAN AND/OR MONITORING PLAN, AND THE ASSIGNEE OR SUBCONTRACTOR WILL HAVE THE RIGHT TO ENFORCE, AND RECEIVE THE BENEFIT OF, ALL TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LIMITATION OF OMEGA'S LIABILITY, THIRD PARTY INDEMNIFICATION, AND WAIVER OF SUBROGATION.

18. JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY LAW, OMEGA AND CUSTOMER BOTH GIVE UP THE RIGHT TO A JURY TRIAL.

19. FALSE ALARM CHARGES: In the event a fine, penalty or fee is assessed against Customer or Omega because of any false or other alarm condition from the Equipment not caused by the negligence or other wrongdoing of Omega, Customer agrees to be solely responsible for payment, and shall reimburse the Omega for any related fines, penalty or fees it pays, along with an additional 10% of the applicable fine, penalty or free to cover Omega's related administrative costs.

20. USE OF COMMUNICATIONS FOR THE MONITORING PLAN: The Customer (on behalf of the Customer and all family members, guests and persons on the Call List) hereby consents to the Monitoring Subcontractor intercepting, recording, retrieving, reviewing, copying, disclosing and using for purposes of providing the Monitoring the contents of all telephone, video, electronic and other transmissions of communication to which any of the foregoing are parties.

21. FORCE MAJEURE FOR THE MONITORING PLAN: The Monitoring Plan shall immediately terminate, without prior notice, in the event of (i) the telephone lines, network, other communications equipment; software; or facilities of the Monitoring Subcontractor are destroyed, damaged, or are rendered inoperable; (ii) war, terrorism, fire, flood, extreme weather, accident, explosion, governmental or court order, strike, lockout or other labor troubles or any other cause beyond the reasonable control of the Monitoring Subcontractor for the duration of the interrupted service; or (iii) excessive runaway and/or false signals.

22. PRICE QUOTES: Any price quotes provided by Omega are valid for thirty (30) days from the date of the price quote. Thereafter, Omega reserves the right, in its sole discretion, to withdrawal the price quote or modify it to, among other things, change the services, charges, fees and costs.

23. PRICE INCREASES: The Total Fees under this Agreement are based on, among other things, any existing federal, state and local taxes, and any government imposed duty, levy, tariff or other charges (collectively the “Taxes and Charges”). During the Term of the Plan contracted for in this Agreement and any Renewal Term, Omega shall have the right, upon written notice to the Customer, to increase the Monthly Charges up to an amount not to exceed the actual amount of any additional or increases Taxes and Charges imposed upon Omega. Further, in addition to the Taxes and Charges, Omega may increase the Total Fees applicable to any Renewal Term based on its then applicable pricing.

24. ENTIRE CONTRACT: The Contract constitutes the entire agreement between the parties hereto and supersedes all previous communications, representations, or agreements either verbal or written, with respect to the subject matter hereof. No agreement or understanding changing the terms, scope or conditions of this Contract will be binding upon either party unless the same is set forth in writing and signed by a duly authorized officer of the Customer and Omega.