HomeMy WebLinkAboutDiebold Event Monitoring Master Security Services Agreement Event Monitorng Center Event Monitoring Center
3800 Tabs Drive 3375 Koapake SL
iNepv• on�vrrer Dept. 8317-S SuiteB270
Uniontown, OH 44685 Honolulu, Hawaii 96810
FAX 1 (330) 498.2888 FAX 1(808) 837 -8458
DIEBOLD EVENT MONITORING CENTER
MASTER SECURITY SERVICES AGREEMENT
This Master Security Services Agreement ( "Master Agreement') is made this _ day of February. 2013, by and between Diebold, Incorporated ("Company ")
end CITY OF OAK PARK HEIGHTS ( "Subscriber"). Subject to the tams and conditions beromefter set forth, Company agree, to provide the services listed on the
?tang Worksheet and/or New Sits Inforruanon Form between Company and Subscriber dated u of or subsequent to the date of this Master Agreement (collectively, the
"Services ") in connection with a commercial signaling or video transmission system (the "System ") installed or to be installed at each premises that is the subject of a New
Site Information Form (each, a "Premises "). The Pricing Worksheet, eacb New Site Information Form and any Revisor On -Line Use Agreement are (i) incorporated by
reference herein and made a pan of this Master Agreement and (u), along with the Master Agreement, referred to collectively berein and therein as the "Agreements."
Subscriber acknowledges and agrees that (1) Subscriber's local municipality may require that Subscriber obtain a license or permit for the installation, use or monitoring of
the System and that Subscriber is solely responsible for determining and complying with such obligations and providing Company with the then current license or permit
numba(s) and (ii) an alternative communication device at the Premises is necessary to use the telephone while the System is transmitting date to the monitoring facility.
"Data" or "data" shall mean my form of data transmitted to or fi® the System including digital, video, audio or any other farm of data.
SUBSCRIBERS USING SYSTEMS TO TRANSMIT VIDEO DATA MUST PROVIDE BROADBAND CONNECTIVITY (E.G..ISDN. T -1. DSL. CABLE. ETC.)
AT THE PREMISES ENABLING THE SYSTEM TO TRANSMIT AND RECEIVE DATA AT SPEEDS GREATER THAN 56K BM (BITS PER SECOND),
I. Monthly Charges: Term: Payment: Renewal, Subscriber agrees to pay Company the sum per year, plus all applicable taxes, for the Services, as indicated on the
Pricing Worksheet, prepaid, [ 1 Moalhly (1 Quarterly [) Semi-Annually [X] Annually for a period of [Three (3)) year(s). The Master Agreement shall automatically,
without action by tither party, renew annually under the same terms and conditions unless either patty gives to the other at later thirty (30) days written notice, prior to
expiration date, of intention to rinw -te the Master Agreement upon its original or any renewed capitation date or. In the event the renewal Provision la not effective for
any reason whatsoever, the Master Agreement shall automatia0y anew from mouth to month unless either patty gives to the other at least thirty (30) days written notice of
intention to terminate at the expiration of any such term. Time is of the essence with regard to this paragraph.
2, DISCLAIMER/LIMITATION OF LIABILITY, SUBSCRIBER UNDERSTANDS AND AGREES AS FOLLOWS: (1) NEITHER COMPANY NOR ITS
DIRECTORS, OFFICERS, SHAREHOLDERS, AFFILIATED PERSONS OR ENTITLES, SERVICE OR EQUIPMENT PROVIDERS, INDEPENDENT
CONTRACTORS, PARTNERS OR EMPLOYEES (COLLECTIVELY, THE "RELATED PARTIES ") IS AN INSURER; (11) IT IS THE SPECIFIC INTENT OF THE
PARTIES THAT (A) INSURANCE COVERING ALL LOSS, DAMAGE AND EXPENSE ARISING OUT OF OR FROM, IN CONNECTION WITH, RELATED TO, AS
A CONSEQUENCE OF OR RESULTING FROM THE AGREEMENTS, SHALL BE OBTAINED AND CONTINUOUSLY MAINTAINED BY THE SUBSCRIBER, (B)
RECOVERY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE SHALL BE LIMITED TO ANY SUCH INSURANCE COVERAGE ONLY, AND (C) COMPANY
AND THE RELATED PARTIES ARE RELEASED FROM ANY AND ALL LIABILITY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE; (011 COMPANY AM)
. aoa P. 11 1 o! • Sr . I♦ u,. .• .1., • ... r ••• /o•
THE REVISOR ON-LINE SERVICES (AS DEFINED IN PARAGRAPH 23 OF THE MASTER AGREEMENT) OR ANY OTHER MATTER WHATSOEVER
• I t. :. • ohs • , ..r :: 1 Is • : argil • ; • 1::• ; (IV) COMPANY AND THE RELATED PARTIES ARE
RELEASED FOR ALL LOSS, DAMAGE OR EXPENSE THAT MAY OCCUR PRIOR TO, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE
EXECUTION OF THE AGREEMENTS DUE TO THE IMPROPER OPERATION OR NON - OPERATION OF THE SYSTEM (INCLUDING THE COMMUNICATIONS
EQUIPMENT OR SERVICES NECESSARY TO TRANSMIT TO OR RECEIVE ANY DATA AT THE MONITORING FACILITY OR ANY REMOTE OR LOCAL
FACILITY OR TERMINAL), THE PERFORMANCE OR ANY FAILURE TO PERFORM ANY OF THE SERVICES OR THE REVISOR ON -LINE SERVICES, ANY
IHORILED ENTR INTO THE ?REMISES OR THE FAILURE TO PERMIT EGRESS FROM THE PREMISES; AND (V) SHOULD THERE ARISE ANY
UABILITY ON THE PART OF COMPANY OR THE RELATED PARTIES FOR ECONOMIC LOSSES, PERSONAL INJURY, INCLUDING DEATH, OR PROPERTY
DAMAGE (RF.AL OR PERSONAL) THAT IS IN CONNECTION WITH, ARISES OUT OF OR FROM, RESULTS FROM, IS RELATED TO OR IS A CONSEQUENCE
OF THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF COMPANY OR THE RELATED PARTIES
INCLUDING ACTS. ERRORS OR OMISSIONS THAT OCCUR PRIOR TO, CONTEMPORANEOUSLY WITH OR SUBSEQUENT TO THE EXECUTION OF THE
AGREEMENTS, OR BREACH OF ANY OF THE AGREEMENTS, OR ANY CLAIM BROUGHT IN PRODUCT OR STRICT LIABILITY, SUBROGATION,
CONTRIBUTION OR INDEMNIFICATION, WHETHER IN CONTRACT, TORT OR EQUITY, INCLUDING ANY GENERAL, DIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES, IRRESPECTIVE OF CAUSE, SUCH LIABILITY SHALL BE LIMITED TO THE
MAXIMUM SUM OF S 1,000.00 COLLECTIVELY FOR COMPANY AND THE RELATED PARTIES, AND THIS LIABILITY SHALL BE EXCLUSIVE.
IF SUBSCRIBER WISHES TO INCREASE THE MAXIMUM AMOUNT OF SUCH LIMITED LIABILITY, SUBSCRIBER MAY, AS A MATTER OF RIGHT, OBTAIN
A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT FOR THE INCREASE IN SUCH LIMIT OF LIABILITY, BUT THIS PAYMENT SHALL IN NO WAY
BE INTERPRETED TO HOLD COMPANY OR THE RELATED PARTIES AS AN INSURER.
3 Increase in Charges. Company shall have the right to increase periodic charges at any time or times after the expiration of the initial term of the Master Agrammt
awn giving Subscriber written notice thirty (30) days in advance of the effective date of such change. If Subscriber is unwilling to pay any revised charge, Subscriber must
notify Company in writing twenty (20) days prior to the otherwise effective date of the change that the Master Agreement will be terminated on the effective date of the
change unless Company rescinds the change, and thereafter Company may elect to resume the charge of the previous tam thereby binding the Subscriber to the full term of
the Master Agreement. Time is of the essence with regard to this paragraph,
4. Cortununlcadoas F.:oulonxnt and Services, Subscriber understands and acknowledges as follows: (i) the System may transmit date to a monitoring facility or
elscwherc using one or more forms of communication equipment or services, including a dial up telephone network, various forms of broadband service (g,g,, satellite,
cable, DSL, T -1 or ISDN), some fore of wireless communications (c.m,, cellular or another form of radio transmission) direct wire, derived chancel, multiplex and various
other forms of communication or equipment (collectively the "Communications Equipment or Services "); (in) some or all of the Communisations Equipment or Services
may access or uacoaporate the Internet, a local ara nctwodt or some other form of computer network to transmit or retrieve data; (iii) for data transmitted by wireless
conununicatioes equipment, such means of communication are probabilistic by their nature and can be affected or delayed by interference (g4„ ground interference).
atmospheric conditions, static, transmission system operation, etc,; and (v) for data transmitted or received via the Intaod or by any form of computer network, the
System's ability to transmit or receive data shall be dependant upon the Internet or computer network, both of which are beyond Company's controL Accardinaly.
Subscriber understands. acimowledaes sad aacca that fa) the System ix not infallible and the transmission and receipt of Data from the Swam. regardless of the
1 Rev. 5 (5 /11)
Modified - LR
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Communications Eauipment a Service used. may be Interrupted, circumvented or mherwise cnmpyomised. (b) Company has no respooatbility for the condition or
operation of die Communications Equipment or S - ' c : and fcl immediately jter the installation. modification or repair of am form of Cpmmtmication Eouimmeut qt
Service. Subscriber must test the System's data transmission with the monitoring facility,
S Tannsmission of Data Subscriber understands and acknowledges u follows: (i) the System including the Communications Equipment or Service used in connection
with the System is unsupervised unless Subscriber has elected to use some form of supervision at additional cost; ((i) if the Communications Equipment or Service is
interrupted by any natural or humus cause including any sort of interference (S,g„ ground intafererrce or otherwise), or the loss of a telephone line, dial tone or broadband
connectivity (either because the line is cut or otherwise), there will be no indication of such inteauption at the monitoring facility unless Subscriber elects to use any
available form of technology designed to detect and report such an interruption at additional cost; (iii) if the Communications Equipment or Service is incompatible,
inoperative or interrupted, no signal will be received at the monitoring facility; (iv) the use of certain Communications Service or Equipment (g g„ DSL or Voice over
Internet protocol) may prevent the System from unremitting data to the monitoring facility or interfere with the telephone line - seizure feature of the System (DSL or any
other communication services or equipment should be installed on a telephone line that is not used for System data transmission); and (v) Subscriber may elect in use some
form of redundant Communication Equipment or Service (e,g„ telephone combined with some form of winless communication) or some other form of Communication
Service or Equipment as part of the System at additional cost.
6. )net I salon and Oa- Premises Suvicej. Compmy, puma= to the Master Agreement, each New Site Information Form and the !Pricing Worinhects, is solely
responsible for providing the Services. Acconlingly, for purposes of the Agreements, Subscribe, and not Company, is reapcnsibk for (i) the alesign, installation, repair and
maintenance of the System. all of which must be performed by licensed, certified and qualified contractors in strict accordance with all applicable codes, laws or ataodards
including any applicable version of the National Fins Alarm Code or the National Electrical Cook (collectively, "Standards'); and (u) obtaining and maintaining all
appropriate permits. licenses or approvals (collectively, "Approvals ") including Approvals of any authority having jurisdiction ( "AHJ'). AU Data traromitted to the
monitoring facility must be transmitted by Commmiatsons Equipment and Services that complies with and Italy satisfies all Standards. Subscriber represents and
warrants to Company, intending Company to rely thereon, that Subscriber has caused each requirrmneut applicable to Subscriber in the Agreements to be fully performed or
otherwise satisfied as of the date of the execution of the Agreements and at all times thaeafer until the expiration or termination hereof.
7. Release of leisured Lassa. Subscriber hereby mimics Company and the Related Parties for all losses, damages and expenses (i) covered by Subscribers insurance
whoa (ii) policy deductibles, co-pay percentage, or retained limits, (iii) in excess of amomts paid by Subscriber's insurance, and (iv) due to under insurance.
8. Waiver of Subvention, As an inducement to Company to ate into the Agreements, Subscrie represents, warrants and covenants that Subscriber's insurance
companies shall not have (e) any rights created by a loan agreanent, loan receipt, or other like document or procedure, or (b) any right of subrogation against Company or
the Related Parties.
9. INDEMNIFICATION. IF ANYONE OTHER THAN SUBSCRIBER ASKS COMPANY OR ANY OF THE RELATED PARTIES TO PAY FOR ANY CLAIMS,
DEMANDS, SUITS, LIABILITIES, DAMAGES, JUDGMENTS, LOSSES, OR EXPENSES (INCLUDING ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL
INJURY OR DEATH) (COLLECTIVELY, THE INDEMNIFIED AMOUNTS ") ARISiNO OUT OF OR FROM (1) ANY OF THE AGREEMENTS, (II) THE
PERFORMANCE OR FAILURE TO PERFORM ANY OF THE SERVICES (INCLUDING THE REVISOR ON -LINE SERVICES) OR (111) DUE TO (I) THE ACTIVE
OR PASSIVE SOLE. JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF COMPANY OR ANY OF THE RELATED PARTIES, (2) BREACH OF
CONTRACT, EXPRESS OR IMPLIED THAT OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT, (3) BREACH OF WARRANTY, EXPRESS OR
IMPLIED, (4) PRODUCT OR STRICT LIABILITY, (5) THE SYSTEM. (6) YOUR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR
OBLKiA J TUN t USING L.NUER THIS AGREEMENT OR (IV) A CLAIM FOR SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, SUBSCRIBER SHALL
PAY COMPANY AND THE RELATED PARTIES (WITHOUT ANY CONDITION THAT COMPANY OR THE RELATED PARTIES FIRST PAY) FOR ALL
INDEMNIFIED AMOUNTS ASSERTED AGAINST OR INCURRED BY COMPANY OR THE RELATED PARTIES. COMPANY MAY APPOINT LEGAL COUNSEL
TO CONTROL THE IN VESTIGATION, DEFENSE AND SETTLEMENT OF ANY CLAIM OR SUIT AGAINST COMPANY. SUBSCRIBER'S INDEMNIFICATION
OBLIGATION SHALT. EXTEND TO ANY INDEMNIFIED AMOUNTS ARISING OUT OF OR FROM CLAIMS MADE BY SUBSCRIBER'S INSURANCE
COMPANY OR, NOTWITHSTANDING ANY PROTECTIONS AFFORDED BY ANY APPLICABLE WORKER'S COMPENSATION LAW, ANY OF
SUBSCRIBER'S EMPLOYEES OR THEiR REPRESENTATIVES.
10. besneneion of Service; Shut -Down: Lock -Out, Should Subscriber default hacmder, or upon expiration or termination of the Master Agreement for any reason, , or if
the System excessively signals Company's monitoring facility (as determined in accordance with the Company's then - existing policy applicabk to excessive activations) as
a result of any cause other than Company's sole negligence, Subscriber authorizes Company to: (t) auapend performance of any of the Serwicm; (u) abut down the Pant
and/or the System; and (iii) render some or all of the equipment incapable of sending a signal krcaUy or communicating with any monitoring facility, and refuse tounlock
the PaneL The exercise of such righta shall not be deemed a waiver of Company's right to damages, and Company shall have the right to enforce all other legal or equitable
remedies or rights.
pantaacs, If i) Subsc:rihcr fails or refuses to cooperate (ii) Subscriber prevents Company from exorcising its rights pursuant to the previous paragraph or (iii) the
System excessively signals the Company's monitoring facility (as determined in accordance with the Company's then- existing policy applicable to excessive activations) as
e result of any cause other than Company's sole negligence, Subscriber shall pay Company in accordance vnth Company's then-existing policy applicable to excessive
activations, as agreed upon damages and not as a penalty, plus all actual attorneys' foes and court coats incurred by Company as a party in any action arising out of or from
or related to the previous paragraph or this paragraph.
I. bnbscrlber's Duties and Responsibilities, It is the Subscriber's sok responsibility to (a) conform dist the Communications Equipment or Services used to transmit
data baween the System and any monitoring facility are oompauble with the System and any monitoring facility, especially when there are changes to such
Communications Equipman or Services ((,g,, starting, discontinuing, changing, adding or removing call waiting, a Cetrex telephone system, answering machines, derived
channel, DSL, T- I or ISDN service, or any telecommunications, radio, Internet, satellite or other service provider); and (b) test the System, the Commmicatious Equipment
or Service periodically and whenever changes are made to the Communications Equipment or Services for the System or Premises or at the monitoring facility. Subscriber
understands, acknowledges and agrees that not all Communications Equipment or Services used to manic data between the System and any monitoring facility are or will
continue to be available from every telephone, radio, Internet, satellite or other service provider (collectively, "Provider") In the event deny discontinuance, suspension,
termination, modification or change in connection with any Communications Equipment or Service or any Provides, and there la a commercially reasonable altanatve
available in order to continue services under the Agreements, Subscriber hereby authorizes Company to provide Subscriber with such alternative in Company's sole and
absolute discretion. Subscriber shall be solely responsible to pay (or shall promptly reimburse Company) for (a) all costa of any Provider as well as charges by the
ompany to modify, substage or replace any Communications Equipment or Service or any Provider (at Company's then prevailing rates of a time and matenal basis),
and (b) any increase in monthly charges under the Agroaneota for service, monitoring, etc. in conuectian with. arising out of or tom, as a result of or related to any
discontinuance, suspension, termination, modification. change to or modification, substitution or replacement of the Communications Equipment or Service or any
2 Rev. 5 (5/11)
Modified - LK
Provider. Any claimed inadequacy or failure of the System, the Communications Equipment or Service or any Provider must be immediately reported to Company or the
Provider, as appropriate for correction or nrpair service.
13. False Alarm& In the event the System is activated for any reason whatsoever, the Subscribe shall (s) pay without recourse, or (b) reimburse Company for any fines,
foes, costs, expanses and penalties assessed against Subscriber or Company by any court or governmental agency. to addition, if, in Company's sole and absolute
discretion, Company receives excessive false elates, Company may, in Company's sole and absolute discretion, suspend or terminate Services or terminate any of the
Agreements for breach. Deliberately activating the System to send a false alarm that results in the dispatch of the police. &e or other public or volunteer personnel may IN
Legge.
14. Default of Subscriber. In the event of any default by Subscriber, without limiting the rights of Company under the Master Agrement or at law or equity, Company
shall be entitled to retain all prepayments received and Subscriber shall immediately pay to Company (a) all payments then due and payable, (b) all charger for labor,
material and equipment incurred by Company due to such default based on a time and material bash at Company's then prevailing charges, and (c) sixty-five percent (65 %)
of all payments which would be due hereunder for the unexpired term as liquidated damages and not as a penalty; and Company shall have no further obligation to perform
under the Master Agrmaent, In addition, if ally suit or alternative dispute resolution proceeding is instituted and Company is the substantially prevailing party by
Judgment, award, finding or sculement, Subscriber shall pay directly or mimbune Company for all of its costs and expanses including consultants' and professionals' fees
and costs including reasonable attorneys' fees and costs.
15. Binding Agreement: Ann cable Law. The Agreements become binding upon Company only (a) whin signed by an authorized representative of Company, who must
be a corporate officer if (i) there are any additions to any of the Agreements, or (ii) say of the printed terms and conditions of this document or any other document that
composers the Agreement have been altered, deleted or substituted by other wording, or (b) upon commencement of the Services. Subscriber aclmowledga and agrees that
Subscriber may not receive s copy of the Agreements executed by an authorized representative of Company. Except es othawise set forth in one of the Agreements,
commencing services will constitute Company's as.cgnaoce of each of the Agreements in unmodified fora. The Agreements are binding on the heirs, executers,
administrators, successors and petmittnd assigns of the parties, and shall be governed by and construed according to the laws of the state in which the Premises is located
without reference to such state's conflicts of law ruler. The interpretation of the Age :mans shall not be construed against the drafter.
16. baggaability of Agreemng. 'Ric Agreements are not assignable by Subscriber except upon the written consent of Company, which shall be in Company's sole and
absolute discretion. Each of the Agrcemcnu or any portion thereof is aasignabk by Company in its sole and absolute discretion.
17. Finance and Late Charms, A finance charge of one and one -half (1 -1/2 %) parcentt per month (eighteen (I B %) percent per year) will apply to all obligations not paid
pursuant to the terms contained haein. Subscriber shall also pay to Company an administrative fee (late charge) of five 5% percent of any payment due hereunder received
by Company after the date on which such payment is due as liquidated damages and not as a penalty.
la NI) Waller of Breach, There shall be no waiver by Company of any breach of any of tie Agreements unless specifically waived in writing by Company. If Company
shall waive my brach by Subscribe, it shall not be construed as a waiver of any subsequent breach. Company's rights beseunder shall be cumulative, and any rights
hereunder may be exercised concurrently or consecutively and shall include all remedies available wen though net =mealy refuted to herein.
19. )ylonitorfaa Service' Use of Video,.
19.1 Monitoring service consists solely of monitoring service personnel telephoning the governmental agencies or the telephone numbet(s) supplied by
Subscriber in writing (collectively, "Proper Authorities") upon the monitoring facility's receipt of (1) video data, (11) pre - determined digital coda or (iii) voice
communication received from the Premises (collectively, "Signals") reporting or indicating specific conditions. No monitoring swiss shall be rendered for Signals for
which assistance is not requested or, if the data received is digital codes or video, for which assistance does not appear to be requited, which determination shall be made
by mono ring facility personnel m their sole and absolute discretion based upon the data presented and without any tiabiity whatsoever. Company may modify, terminate
or suspend any particular form of Service (1) if permitted, requested or required to do so by any governmental authority, standards sating entity or insurance interest or (2)
in Company's reasonable discretion. Notwithstanding anything contained herein to the contrary, (a) upon receipt of a Signal and prior to telephoning any other person or
cnuty. Company may, in its sole and absolute discretion and without any liability, contact or attempt to contact the Premises as frequently as Company deems appropriate
tau verify du necessity to tcport the receipt of s Signal to my other person, and (b) upon receipt of an abort code or oral advice to disregard the receipt of the Signal,
company may, in its sole and absolute discretion and without any liability, refrain from contacting Proper Authorities or advise Proper Authorities of receipt of m abort
:LAC Di oral adV,cc in disregard the rrcclpt of she Signal Company's efforts to notify Proper Authorities shall be satisfied by advice by telephone to any person ran enng
the telephone at the telephone numbers) provided n Company in writing or by leaving a message with s telephone answering service or any mechanical, electrical,
elatrouic or other technology permitting the reccrdatioo of voice or data communications. Subscriber acknowledges and agrees that all software, hardware, firmware,
shareware, codas, information and documentation arising out of or from, m connection with, related to, as a consequence of or resulting Gam Services are Company's sole
and exclusive property and that Subscribe hen no rights whatsoever in any of the foregoing
19.2 Subscribers whose System transmits video shall (1) provide and maintain adequate power and lighting for all camas or other video - related equipment; (ii)
instruct all person who may use the Service or the Systan of any of the limitations respecting the Service or the Systan as set forth in the Agrecmenta or othawiae; (in)
take all steps necessary to inform any perm who may be the subject of any video and/or audio monitoring of the possibility of such monitoring including the prominent
and conspicuous display of signs or the broadcasting of periodic or intrusion-related aural immun :meats informing any such person of the audio endlor video monitoring
whit oo the Premises; (iv) not use or permit the use of video data transmitted or received from camas installed with a view where any person may have a reasonable
expectation of privacy including testrooma, dressing a changing areas, locker rooms or similar arms; (v) use some foam of broadband connectivity entclusivaly to transmit
video from any System; (vi) use the Service and video transmitted from a System to be used only for the intended purpose of providing security su rveifance or management
services and for no other purpose; (vii) not use the Services or video uanamiued from a Syateat for any criminal, illegal or otherwise unlawful activity, including invasion
of or intrusion open the pnvacy or seclusion or the private affairs of another or eavesdropping or for viewing, transmitting or storing sexually explicit materials; (viii)
obtain and keep in effect all permits or licenses required for the installation and operation of the Systan or use of the Service; (ix) keep confidential all passwords, account
inforrnauoo and access codes that permit access tar or the use of the Service or any System.
20. Takeover System, If Company takes over rendering services to an existing System at a Premises, in whole or in part, Company resava the right, in its sole and
absolute disccetion, to terminate the provision of Services at such Premises at any time by ten (10) days written a Lice to Subscriber in the crept Company determines, in its
sole and absolute discretion, that there have been excessive activations of the System, that the Subscribe leas abused the System or that the number of problems or coat of
service has been or may became excessive, and Subscriber shall be a tided to reimbursement of the pm-rata cost paid for the then current period on request of Subscriber
and this shall be tie limit of Company's liability.
21. Remote Panel Amine and Proarammina Services, Remote pmcl arming and programming services consists of inputting, modifying„ deleting and using electronic
3 Rev. 5 (5/111
Modified - LK
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data coocemiog operation of the System through electronic communication between the System and Company's officer or monitoring facility.
22. $usoensloa of Service, Subscriber specs that (a) Company's obligations hereunder are waived automatically without mice, and (b) Company is released for all loss,
damage and espasse in cast the monitoring facility, communications equipment, network or services (including the Communications Equipment or Services) or the
transmission system are destroyed. damaged. inoperable or malfunction for any reason whatsoever, for the duration of such intartyrtion of service, and Subscn'ba shall be
entitled to reimbursement of the untamed charge paid for the period of intarmptioo on request of Subscriber and this shall be the limit of Company's liability. In the event
the Master Agrcaoan u tamivated or Services are suspended or uzminated for any reason, Subscriber agrees to immediately disconnect the System from all transmission
sources. g„ telephone line, broadband connection, radio transmitter, cellular transmitter, etc. Further, upon termination of the Mesta .Agreement or if Services are
suspended or terminated for any rasoo Company may, in Company's role and absolute discretion, without notice, and without any liability, remotely disable, disconnect or
block the System and data from the System from communicating with the monitoring facility.
23. jlevlaor On - Line. Company grants Subscriber a limited, non-exclusive, non transfewble and revocable license to access, view, use, copy, download and request
Company to modify Subscriber's Prerniscs related data or information (collectively, the "Information ") through the Subscriber's use of the Company's website (the
- Website") and certain of Company's designated software (the "Software ") (collectively, "Revisor On -Line" or the "Revisor On -Line Services ") for Subscriber's business-
related purposes in accordance with the Agreements. Subscriber shall strictly comply with the terms and conditions set forth in the Agreements and any tams and
conditions posted on the Website from time-to-time. Company may provide notice of changes to this Paragraph 23 or notify Subscriber of other matters by display of such
notices or links to notices on the Wrestle, Company may also provide such notices to Subscriber by e
23.1 The tam of this license shall be coextensive with the tam of the Master Agreement; geoyid d. however, Company may suspend, revoke, terminate, limit or
otherwise modify this 6aaae upon notice to Subscriber at any time for any or no reason. Upon the termination or expiration of the Mesta Agreement, (i) Company may
immediately and without notice, disable or block Subscriber's access to the Revisor On -Line Services; and (ii) Subscriber shall certify to Company prompdy in writing that
5ubecnber has complied with Subscriber's requirements under this paragraph.
23.2 Subscriber shall not use the Revisor On -Line Services except as expressly permitted basin. Subscriber shall not (i) access, view, copy, download, make e
request to modify or dissani nate or disclose any data or information other than the Information or (ii) copy, modify, create derivative works of reverse engineer, inverse
usrnrble or otherwise attempt to determine or develop any source code or sell, assign, sub - license or otherwise transfer (collatively,'Transfer") or permit any other person
or entity to Transfer any right. title or interest in the Revisor On - Line Services.
23.3 Subscriber has no proprietary, tide or other form of ownership rights in the Software, the Website or Revisor On -Lint Services. Subscriber's sole right
respecting the Software, the Website and the Revisor On -Line Services is in the form ofa license as sot forth more hilly herein. The Software, the Revisor On -Line
Services and all data or information other than the Information (including any data or information respecting arty of Company's other subscribers) is and shall remain
strictly confidential, made secret and proprietary and protected by all applicable intellectual property or other laws.
23.4 Subscnber shall (i) limit use of the Revisor On-Line Services to those of Subscriber's employee or authorized security representatives whose lama
Subscriber's Level Four Security Executive (as defined in the New Site Information Form) shall have provided to Company in writing (each, a "Designated User") (ii) limit
access to passwords, digital certificates and other information or devices used to access the Revisor On -Line Services to the Designated Users and (iii) alone assume all
liability resulting from any unauthorized use of the Revisor On -Line Services. Subscriber shall promptly notify Company in writing of any changes in any Designated Usa
including changes in the employment status of any Designated Usa.
23.5 All provisions of this Paragraph 23 relating to coefideotiality, pmprietmy rights, non-disclosure shall survive termination or expiration hereof.
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23.6 The provisions of this Paragraph 23 are subject to all applicable laws of the United States including export laws and regulations. Unauthorized use or
disclosure of the Revue( On -Line Services is prohibited by, among other things, Chapter 12 of Title 17 of the United State Code, Sections 1831, 1832, 2314, 2318 and
2319 of Title 18 of the United States Code and otha laws and regulations. Subscriber shall strictly abide by all laws and regulations applicable to the use of all aspects of
the Revisor On -Line Services.
233 Subscnber shall provide computers and access to the Internet at Subscriber's sole cost and expense.
23.8 Subscriber understands, acknowledges and agree that (1) Revisor On - Line only provides Subscriber a means to make modifications or updates to the
Information and receive and review reports relating to the Information; (il) Revisor On -Line u not a substitute for traditional controls and audit procedures for Subscnber's
security - related practice and procedures; (iii) Company has no obligation to review or verify any requested changes or modifications to the Information; and (iv)
Company's sole obligation in response to a request from a Designated User to modify the Information will be to make any such requested modification in accordance with
the Company's then- existing written policy.
24. COMPANY SHALL NOT BE LIABLE FOR ANY GENERAL, DIRECT. SPECIAL, EXEMPLARY. PUNITIVE. STATUTORY. MULTIPLE,
INCIDENTAL. INDIRECT OR SONSEOUENTIAL DAMAGE& SUBSCRIBER ACKNOWLEDGES THAT (I) ANY AFFIRMATION OF FACT OR
PROMISE MADE BY COMPANY SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY; ¢I) COMPANY DO S NOT MAKE ANY
REPRESENTATION OR WARRANTY. INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS THAT THE SYSTEM,
SERVICES OR REVISOR 5)N -LINE SERVICE$ MAY NOT BE COMJ'ROMISED OR CIRCUMVENTED OR THAT THE SYSTEM. SERVICES OR
REVISOR ON-LINE SERVICES WILL IN ALL CASES PROVIDE THE SERVICES. SIGNALING. MONITORING OR RESPONSE INTENDED; (III)
SUBSCRIBER IS NOT RELYING ON COMPANY'S SKILL OR JUDGEMENT IN SELECTING OR FURNISHING A SYSTEM, ANY OF THE SERVICES
OK THE REVISOR ON - LINE SERVICES SUITABLE FOR ANY PARTICULAR PURPOSE; AND (/V) THERE ARE NO EXPRESS WARRANTIES THAT
EXTEND BEYOND THOSE ON THE FACE OF THE AGREEMENT$.
25. Contractual Limitation of Actions, All claims, actions or procadinga, legal or equitable, against Company or the Related Patties must be commenced m court within
tae (1) year after the cause of action has accrued, without judicial extension of rime, or said claim, action or proceeding is barred. Time is of she essence of this paragraph.
26 'castrated Agreement; Valid Agreement; Modiflcatloga, The Agrcenitats, collectively, contain the entire agreement between the panic hereto with respect to the
trxirsar (MTV rieucri)xxt herein and therein and supersede all previous and corummponneous negotiations, commitments, contracts, express or implied, warranties, express or
nuptial, statements and rcpreacnatiuns, whether written or oral, pertaining thereto, all of which shall be deemed merged into the Agreements.
NEITHER PARTY HAS AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY,
OR INDUCEMENT (COLLECTIVELY, "INDUCEMENT ") WHICH IS NOT EXPRESSED THEREIN. EACH PARTY REPRESENTS THAT IT/HI/SIIE 1S
NOT RELYING ON ANY INDUCEMENT IN SIGNING THE AGREEMENTS THAT IS NOT EXPRESSED IN THE AGREEMENTS.
Should any provision hereof (or portion thereof), or its application to any circumstance, be held illegal, invalid or unenforceable to any extent, the validity and
enforceability of the remainder of the provision and this document, or of such provisions as applied to any other circumstances. shall not be affected thereby, and shall
continue in full face and effect as valid, binding and subsisting. All changes or amendments to any of the Agreements must be in writing and signed by all panic to be
bmdmg on the parties.
4 Rev. S 15/11)
Modified - LK
27. Addttlougl Services. If, at any lime after the date hereof, additional services are requested or authorized by Subscribe, all such services supplied by Company shall be
subject to the tams of the Agreements and additional charger shall be made for such additional services. Subscriber shall pay Company for (i) the Services rendered
pursuant to any New Site Informetioa Form in accordance with the prices set forth in the Pricing Worksheet; and (ii) any other service including additional services in
connection with Revisor On -Line at Company's then - prevailing rata for such ,=vices.
28. Rlrbt to Subagtraet. Company may subcontract for the provision of services under the Agreements, with the prior consent of Subscriber which consent shall not be
uoraaaonably withbeld. Subscriber admowedgea and agrees that the provisions of dm Agreements inure to the benefit of and are applicable to any subcontractors engaged
by Company to provide any service set font heroin to Subscribe, and bind Subscriber to said subcontractor(a) with the same force and effect as they bind Subscriber to
Company.
29 Consent to tnterceot. Recurd. Disclose And Use Contents of Communications. Subscriber, for itself and as the authorized agent of its owners, partners, members,
officers, directors, invitees, guests, agents, representatives and employea (individually and collectively, "Any Person"), baeby consents to Company intercepting,
recording, retrieving, reviewing, copying, disclosing and wing the contents of all telephone, video, wile, oral, electronic and other forms of transmission or communication
to which Subscriber and/or Any Person and Company are patties.
30. Prior Agreements With Others, Subscnbcr represents and warrants that (a) the cancellation or termination of any contract, or (b) !caution of any of the documents
Mat ever comprise the Agreements, does not breach and will not breach any contract with or obligation to any other person. Subscriber agrees to protect, defend, indemnify
and hold harmless Company and the Related Parties from and against and pay (without any condition that Company or the Related Pania first pay) for all claims,
demands, suits, liabilities, losses, damages, judgments, costa and expenses including attorneys' fees and coat costs arising our of or from, in connection with. as a result of,
related to or as a consequence of Subscnbors breach of this representation and wananty.
31.5ubscriber's Doty to Pay for Increased Co w, Notwithstanding anything to the contrary contained herein, if (i) any state or Federal statute or regulation, or (ii) any
trade union jurisdictional dispute results in Company incurring any extra expense including paying higher compensation or wage rates to pet-form the Service, Subscribe
hereby consents and authorizes Company to incur such extra expense on behalf of and for the account of the Subsenber, and Subscriber shall pay Company for all such
costs incurred by Company.
31. guy'ronmental CcrosdderaUtlgg Subscribe acknowledges and agaves that any duty or obligation of Company or the Related Parties under any of the Agreements, at
law or in equity is subject to and conditioned upon, among other thinp, the Premises not containing or being affected in any mama whatsoever by any public or private
nuisance, ulna hazardous or dangerous activity or any barardous substance ("Environmental Considerations "), or the violation of any applicable loaL state or federal
suture. ordinance. rule, regulation, order or court order arising out of or from, in connection with, resulting from, related to or as a consequence of Eovitnnmentel
Conside atioos. In the event the Premises contain or are affected by Environmental Considerations, Company may elect, in its sole and absolute discretion and without any
liability whatsoever, to (1) terminate the (a) provision of Savlees at any Premises pasuaat to any New Site Information Form a Pricing Worksheet or (b) the Maste
Agreement pursuant to the paragraph in this Master Agreement titled "Default of Subscriber" or (it) affirm the New Site Information Forme and Pricing Worksheet or the
Master Agrement. If Company affirms the New Site Information Form and Pricing Worksheet or the Maser Agreement, Subscriber shall (a) immediately remove all
Environmental Considerations at each of the affected Pnmtea at Subscribers sole cost and expense and (b) pay Company for all increased costs to perform under slob of
the Agreements.
33. Faragranh Heeding, The paragraph titles used in each of the documents that comprise the Agreements are for the convenience of the parties only and shall not be
considered in construing the provisions of any of the documents that comprise the Agreements. When used in any of the documents that comprise the Agr agents, the
word "including" means "including, without limitation or example.'
34 Credit Investigation Report, Subscriber authorizes and consents to credit investigations end reports by the Company and any other person or entity that provides
ftnauc mg to the Company or 10 whom the Mast= Agreement may be assigned.
35. Rlabt to Notice sad Cure. In the event of any breach of the Master Agreemnts by Company, Subscriber agrees to provide written notice to Company specifically
tdcnufying the more of the breach and the provisions of the Master Am- cement or otba documents that comprise the Agreements that are affected thereby, and to penult
Company to cure the breech within five (5) business days after receipt of t written notice or, if the breach cannot be reasonably cured within web period, to promptly
c < :ervn.ro c u : :wt and diligently proceed until cured. U Company Cara any such breach as provided herein, the Matter Agreement shall continue unabated and Comfy
dud, not be iiabk to Subacnber for any lase, damage or expense anaing out of or from, resulting from. related to, in connection with or as a consequence of any such
Match
36. JURISDICTION. VENUE AND WAIVER OF JURY TRIAL, EACH PARTY HEREBY IRREVOCABLY AGREES THAT ANY SUIT, ACTION OR OTHER
LEGAL PROCEEDING ( "SUIT") ARISING OUT OF OR FROM, IN CONNECTION WITH OR AS A RESULT OF THE MASTER AGREEMENT SHALT. BE
BROUGHT EXCLUSIVELY IN THE STATE COURTS OF RECORD OR THE COURTS OF THE UNITED STATES LOCATED IN THE DISTRICT OR COUNTY
WHERE THE SUBSRiBER'S PREMISES ARE LOCATED. EACH PARTY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF EACH SUCH
COURT IN ANY SUCH SUiT AND WAIVES ANY OBJECTION THAT IT MAY HAVE TO JURISDICTION OR VENUE OF ANY SUCH SUIT. EACH PARTY
CONSENTS TO SERVICE OF PROCESS IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THE MASTER AGREEMENT. FJiCH PARTY HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT. ACTION OR OTHER LEGAL PROCEEDING BROUGHT BY EITHER PARTY.
37. Rtabte _Tenumatg. Notwithstanding anything contained basin to the contrary, either party hereto may, in its sole discretion, terminate the Master Agreement. with
or without cause and without any liability whatsoever, upon delivery of not less than thirty (30) days notice to the other party beet*. In the event that Company terminates
this Agreemant without cease, Company shall, upon the written request of Subscriber, refund any unearned Service charges that Subscriber prepaid hereunder, however, if
Subscriber elects to terminate this Agreement without cause, then Company may retain any and all prepaid Service or otter charges paid by Subscriber hereunder.
Notwithstanding anythiog to the contrary set forth in the Agreements, following thirty (30) days notice, Diebold shall have no obligation to continue to provide any form of
the Services (including any form of the Revisor Oo -Una Services) what Diebold has determined, in Diebold's sole and absolute disetetion , for any or no reason, that
Diebold will no longer provide such form of the Services to Subscriber (the "Discontinued Serviced"). If Subscriber is unwilling to continue to perform undo this Master
Agreement without the Discontinued Services, Subscriber win provide Diebold notice thereof (the Objection Notice ") no later than twenty (20) days prior to the data on
which Diebold wall no longer provide the Services (the "Discontinuation Date ") in which event this Meta Agreement will be terminated effective as of the Discontinuation
Date unless Diebold agrees to continue to provide the Discontinued Services by notice seat no law than the Discontinuation Data thereby binding Subscriber to the full
term of this Master Agreement. Subscriber's failure to timely provide the Objection Notice shall constitute a waiver of any objection Subscribe may have to any
Discoatinuatino Notice and shall thereby bind Subscriber to the flt)l tam of this Master Agreement Time is of the easence with regard to this paragraph.
5 Rev. 5 (5/11)
Modified - LK
•
38. Electronic Mew Subscriber agrees that a copy of (a) any of the documents that comprise the Agreemans, (b) any amendments or information related to any of the
documents that comprise the Ageratums, and (c) the signsnuts affixed hereto or thereto transmitted and delivered by facsimile or electronic mail shall be deemed to be
originals for all purposes and given the same legal force and effect as the original document. In oddities, Subacriba agrees that Company may scan or otberwise convert
any of the documents that comprise the Agreements into an electronic and/or digital media We, and that a copy of such document or the electronic data file produced from
any such electronic or d igrtai media fumes may serve and be given the same legal faro and effect as the original
39, Survival. Paragraphs 2, 7, 8, 9, 14, 24, 25, 30 and 36 hereof shall survive termination or expiation of this Master Agreement
)NOTICES TO SUBSCRIBER, SUBSCRIBER SPECIFICALLY ACKNOWLEDGES AND ACCEPTS THE DISCLAI111ERILIMITATION OF LIABILITY
AND INDEMNITY PARAGRAPHS HEREOF, WHICH ARE AN INTEGRAL PART OF THIS CONTRACT. SUBSCRIBER ACKNOWLEDGES RECEIPT
OF A COPY OF THE AGREEMENTS. READ ALL OF THE AGREEMENTS BEFORE SIGNING.
NO WARRANTIES, THERE ARE NO WARRANTIES. EXPRESS OR IMPLIED, WHICH EXTEND BEY9ND THE DESCRIPTION CONTAINED IN ANY
OF THE AGREEMENTS INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN WITNESS WHEREOF, and intending to be legally bound, die patties have meowed or c ®acd the Mesta Agreement to be executed on the date first above written.
Further, by signing the Master Agreement on Subscriber's behalf, I represent and mutant that 1 am (i) Subscriber's (a) Level Four Security Executive and (b) duly
authorized representative responsible for the authorization of the Services for each Premises; (ii) fully a. ind Subscriber to the terms of the Agreements; and
(iii) authorized to, and from time -to -time during the Team shell, appoint one or more other persons to - � • u < 1 is behalf respecting the Services with the Authority
level (u defines m the New Site Information Form) specified in such writtca notice including each • • • ., - • hose names are designated as such below my signature.
DIEB LD, INCORPORATED S • :
&-2 i3 '
Authorized Representative Denise Bonner
(Home Office Use Only) Q 1
Process Administrator Name:
Service £4
Title: ivit&7fft „
Typc names of Subscriber's designated security personnel authorized to provide Company with individual site information. These individuals will have the highest
authority level enabling addition, deletion, or clumps in security for any location.
Name Tide Phone I/ Etnall Address
Pwc-.76hAJSinv eiryipnf1us - 2S3 -7f37 ,ea vhnsoy �s1 e'r� ev eked• jf�'~Ele$3x1
6/■.ay Ae vn(ICNo2S1` SExplc ee 45t- q - 1.1 '43a q »wcV.krts+® c ,;f y a {.ay. porKhs:Sh•s .4
{
Rev. 5 (5/11)
Modified - LK
�__ RECEIVED JUN 1