Cloud Services Agreement

This is a Cloud Services Agreement (the “Agreement”) between Intelligent Technology Group, a corporation organized under the laws of New York, USA with offices at 420 Columbus Ave Suite 312, Valhalla, New York 10595 (hereinafter "ITG") and you as a customer (“Customer”) and/or User (as defined below) (collectively “Subscribers”).

This Agreement is effective on the earlier of a date on an accepted Proposal, or the date Subscriber uses the Services (“Effective Date”).

By accepting a proposal via clicking or tapping the "Accept Proposal" button, clicking or tapping a box referencing this Agreement, or accessing or using the Services, Subscriber acknowledges and agrees that Subscriber has read, understood, and agrees to the terms of this Agreement. This Agreement applies to Customer and all Users who access the Services provided by ITG and its ancillary vendors under Customer’s account.

A, Definitions In this Agreement, “Equipment” means the equipment indicated on any proposals, estimates, quotes or similar; “Services” mean the services selected by the Purchaser as set forth on any proposals, estimates, quotes or similar; “Premises” means the premises at which the Equipment or Services are rendered; and “System” means any cloud connected equipment installed at the Premises, "Renewal" means any charges stated on the Accepted Proposal under an area labeled as "Annual Recurring Cost", "Recurring Cost", or an area title of which is inclusive of the word "Renewal".

ITG is sometimes referred to in this Agreement as “we.”  The Purchaser is sometimes referred to in this Agreement as “you” or “your”

ITG agrees to provide Services and Equipment to Purchaser subject to the terms and conditions of this Agreement. 

1.         Equipment and Services.  ITG shall sell or lease, and install or service Equipment at the Premises.  You shall pay ITG for the Equipment and Services rendered. 

2.         Term and Renewal.  This Agreement becomes effective on the Effective Date and shall continue until the license end date of the last active Accepted Proposal, unless terminated earlier as provided hereunder (“Subscription Term”). Proposals will renew automatically for additional successive one (1) year terms, unless (i) Proposal specifies different renewal terms, (ii) Agreement is terminated earlier in accordance with Section 21, or (iii) notice of non-renewal is given by one party to the other party at least thirty (30) days prior to the expiration of the then-current Subscription Term.

The time periods in this paragraph must be complied with strictly.

3.         INSURANCE AND ITG’S LIABILITY RELEASE.  ITG IS NOT AN INSURER.  YOU SHALL MAINTAIN INSURANCE COVERING YOU, YOUR FAMILY AND OTHERS FOR ALL LOSS, DAMAGE OR EXPENSE ARISING OUT OF OR FROM (I) THIS AGREEMENT, (II) THE EQUIPMENT OR (III) THE SERVICES. RECOVERY FOR ANY LOSS, DAMAGE OR EXPENSE SHALL BE LIMITED TO SUCH INSURANCE.  ITG IS RELEASED FROM ALL LIABILITY DUE TO (1) THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE, (2) THE IMPROPER OPERATION OR NON-OPERATION OF THE EQUIPMENT OR SYSTEM, (3) BREACH OF CONTRACT, EXPRESS OR IMPLIED, WHICH OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT (4) BREACH OF WARRANTY, EXPRESS OR IMPLIED, (5) PRODUCT OR STRICT LIABILITY OR (6) LOSS OR DAMAGE TO OR MALFUNCTION OF FACILITIES NECESSARY TO OPERATE THE SYSTEM, TRANSMIT ANY SIGNAL OR OPERATE ANY MONITORING FACILITY.  IF ITG IS FOUND LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED IN WHOLE OR IN PART BY ANY OF THE ITEMS LISTED IN ITEMS (1) THROUGH (6), INCLUSIVE, OF THIS PARAGRAPH, OR FOR SUBROGATION, CONTRIBUTION OR INDEMNIFICATION, ANY SUCH LIABILITY SHALL BE LIMITED TO THE MAXIMUM SUM OF $1,000.00.  IF YOU WISH TO INCREASE THE MAXIMUM AMOUNT OF SUCH LIMITED LIABILITY, YOU MAY OBTAIN A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT BUT ITG SHALL NOT BE HELD TO BE AN INSURER HEREUNDER. 

4.         Release of Insured Losses; Waiver of Subrogation.  You release ITG for all losses, damages or expenses covered by your insurance policies and for all insurance deductibles.  You also waive and release any rights your insurance company may have against ITG for money paid to you or on your behalf.

5.         INDEMNIFICATION.  IF ANYONE OTHER THAN YOU (INCLUDING YOUR INSURANCE COMPANY) ASKS ITG TO PAY FOR ANY LOSS, DAMAGE OR EXPENSE (INCLUDING ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) ARISING OUT OF OR FROM (I) THIS AGREEMENT, (II) THE EQUIPMENT OR (III) THE SERVICES OR DUE TO (1) ITG’S ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE, (2) THE IMPROPER OPERATION OR NON-OPERATION OF THE EQUIPMENT OR SYSTEM, (3) BREACH OF CONTRACT, EXPRESS OR IMPLIED, WHICH OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT, (4) BREACH OF WARRANTY, EXPRESS OR IMPLIED, (5) PRODUCT OR STRICT LIABILITY, (6) LOSS OR DAMAGE TO OR MALFUNCTION OF FACILITIES NECESSARY TO OPERATE THE SYSTEM, TRANSMIT ANY SIGNAL OR OPERATE ANY MONITORING FACILITY, (7) YOUR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION ARISING UNDER THIS AGREEMENT OR (IV) A CLAIM FOR SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, YOU SHALL PAY ITG (WITHOUT ANY CONDITION THAT ITG FIRST PAY AND NOTWITHSTANDING ANY PROTECTIONS OTHERWISE AFFORDED UNDER ANY WORKER'S COMPENSATION ACT, LAW OR REGULATION), FOR ALL LOSSES, DAMAGES, COSTS OR EXPENSES INCLUDING ATTORNEYS' FEES ASSERTED AGAINST OR INCURRED BY ITG.  ITG MAY APPOINT LEGAL COUNSEL TO CONTROL THE INVESTIGATION, DEFENSE AND SETTLEMENT OF ANY CLAIM OR SUIT AGAINST ITG.  THIS PARAGRAPH SHALL NOT APPLY TO CLAIMS FOR LOSS OR DAMAGE OCCURRING WHILE ITG'S EMPLOYEE IS ON THE PREMISES AND SUCH LOSS OR DAMAGE IS CAUSED DIRECTLY AND SOLELY BY THE GROSS NEGLIGENCE OF ITG'S EMPLOYEE, PRO­VIDED, HOW­EVER, THAT THIS EXCEPTION SHALL BE LIMITED TO THE AMOUNT OF PROCEEDS RECEIVED FROM ITG'S INSURANCE POLICY(IES) APPLICABLE TO THE CLAIM OR ACTION FOR SUCH LOSS OR DAMAGE.

6.         Communications Equipment and Services.  The System and the transmission of data from the System, regardless of the communications equipment or service used, may be interrupted, circumvented or otherwise compromised.  If the communications equipment or service is inoperative or interrupted by any natural or human cause including the loss of internet service (either because the line is cut or otherwise), there will be no indication of an interruption at the monitoring facility unless you elect to use and pay for some available form of technology that detects and reports such an interruption.  You must test the System’s data transmission with the monitoring facility immediately after the installation, modification or repair of any communications equipment or service.  You may elect to use some form of back-up communication equipment or service (e.g. some form of wireless communication, and/or secondary internet service).  You must confirm that your communications equipment or services are compatible with the System including after there are changes to the communications equipment or services.  You must test the System periodically as per the manufacturer’s instructions, or at least monthly.  You shall immediately report (i) problems with the communications equipment or services to the communications provider; and (ii) problems with the System to ITG for repair service.  You must pay all charges for communications equipment and services including for any charges for the installation, modification or repair of such communications equipment and services.  ITG shall have no responsibility for your equipment or devices or any equipment, devices or property of any communications equipment or service provider. 

7.         Additional Equipment.  If the System is owned by ITG or leased by Purchaser, Purchaser shall, at Purchaser’s sole cost, promptly and without demand, return the System to ITG in good working order reasonable wear and tear excepted, at the expiration or termination of this Agreement.  Additional Equipment, at additional cost, may provide increased detection.  You have selected the System based on your personal considerations (i.e., cost, Premises environment and conditions, insurance requirements, etc)

8.         Installation and Service; System Removal.   ITG’s installers are not aware of hidden pipes, wires or other objects (hereinafter referred to as hidden objects) within walls, floors, ceilings or other concealed spaces.  You must advise ITG of such hidden objects in writing or ITG and its installers are released for any damages, losses or expenses for personal injury, including death, or to real or personal property.  ITG is not obligated to repair, restore, or redecorate the Premises if the System is removed from the Premises.  ITG makes no promise of installation of equipment or commencement of Services by any particular date and shall not be liable for any loss, damage or expense resulting from any delay in the installation.

9.         Title to System and Panel.  Title to all Equipment shall remain in ITG until fully paid.  Risk of loss or damage to the Equipment passes to you upon delivery to the Premises.

10.      False Alarms; Suspension of Service, Shut-Down and Lock-Out.  If you default under this Agreement, or upon termination of monitoring services for any reason, you authorize and empower ITG to (i) remove the System from the Premises (if installation and sale price not fully paid), (ii) disconnect the System, (iii) shut-down the System, (iv) render some or all of the equipment incapable of recording ocally or communicating with any cloud servers. The exercise of such rights shall not be deemed a waiver of ITG's right to damages. 

11.      Increase in Charges.  ITG may increase periodic recurring charges at any one or more times following the twelve (12) month anniversary of the Agreement.  ITG shall provide you thirty (30) days notice of such increase.  If you are unwilling to pay the increased charges, you must notify ITG in writing no later than fifteen (15) days prior to the date on which any such increase takes effect.  ITG may then rescind the increase in which event the Agreement shall continue under these terms and conditions for the balance of the term or ITG may elect not to rescind the increase in which event this Agreement shall terminate on what would have been the effective date of ITG’s increase in charges. 

12.      Default.  If you default under this Agreement, ITG shall be entitled to retain all prepayments received and you shall immediately pay ITG (a) all payments then due and payable, and (b) all payments for any equipment ordered, services rendered or services purchased on behalf of Purchaser as agreed upon damages and not as a penalty.  ITG shall have no further obligation to perform under this Agreement.  In addition, you shall pay ITG for all costs and expenses in enforcing its rights under this Agreement including reasonable attorneys’ fees.

13.      Binding Agreement.  This Agreement only becomes binding upon ITG when signed by ITG’s authorized representative or upon the commencement of any of the Services.  If there are any additions, alterations, modifications or deletions to these printed terms, such terms shall not become part of the Agreement unless agreed to and initialed by a person authorized to agree to such terms by ITG. You will receive a copy of this Agreement executed by ITG’s authorized representative and Purchaser.  This Agreement is binding on all parties’ heirs, executors, administrators, successors and permitted assigns. 

14.      Applicable Law.  This Agreement shall be governed by and construed according to the laws of New York State without reference to its conflicts of law rules.  The interpretation of this Agreement shall not be construed against the drafter.

15.      Assignment.   ITG may assign all or any portion of this Agreement.

16.      Finance and Late Charges. Invoices are due upon receipt.  You agree to pay a finance charge of one and one-half (1-1/2%) percent per month (eighteen (18%) percent per year) for all charges not paid within 45 days of the invoice date.  In addition, you shall pay an administrative fee (late charge) of 5% of any invoice not paid (as agreed upon damages and not a penalty) within 90 days of the invoice date. 

17.      No Waiver of Breach.  ITG’s waiver of the customer’s breach of this agreement shall be valid only for each specified breach and not for any subsequent breach the customer may effectuate.  Said waiver shall not affect ITG’s rights or remedies in law or in equity.

18.      Repair Services. 

(a)       Repair service consists of providing all necessary labor, material, parts and equipment to service the System during the warranty period due to ordinary wear and tear only excluding batteries, reprogramming, damage by lightning, electrical surge, or wire breaks.  All other service shall be paid by Purchaser on a time and material at ITG's then prevailing charges.

(b)       Per call repair service consists of providing all necessary labor, material, parts and equipment to service the System.  You agree to pay ITG for all per call repair services on a time and material at ITG's then prevailing charges.

(c)       All repair and per call repair services to the System shall be performed by ITG only.  ITG's duty to service the System is subject to the availability of the original part or equipment from the original manufacturer, and to the terms of this Agreement.  ITG shall have no obligation to provide repair or per call repair services unless and until you have notified ITG of the need for such service. You shall pay ITG's minimum service call charge if you do not provide unrestricted access to the System when ITG attempts to provide service at the Premises.

(d)       Inspection service consists of providing all necessary labor and testing equipment to inspect only the visible equipment of the System, pursuant to the terms hereof, for the sole purpose of determining if such visible equipment is opera­tive.  Inspection service shall be performed on or about the anniversary date of this Agreement conditioned on Purchaser contacting ITG to schedule an appointment for such service.

(e)       Maintenance consists of providing all labor necessary to inspect the visible parts of the System annually on or about the anniversary date of this Agreement or as otherwise agreed in writing, conditioned on Purchaser contacting ITG to schedule an appointment for such service, and to provide all necessary labor, material, parts and equipment to service the System at that time due to ordinary wear and tear only, pursuant to the terms hereof.  All other service shall be paid by Purchaser on a time and material at ITG's then prevailing charges.

(f)        If the System is leased, upon receipt of notice from Purchaser of the necessity to service the System, ITG agrees, pursuant to the terms hereof, to provide all labor, material, parts and equipment to service the System due to ordinary wear and tear only.  All other service shall be paid by Purchaser on a time and material at ITG's then prevailing charges.

(g)       ITG makes no representation, promise, warranty or guarantee that there will be no interruptions of service or delay in performing service.  ITG's sole obligation after receiving a service request is to dispatch a service employee to the Premises within a reasonable time after a service employee becomes available, during normal business hours excluding Saturdays, Sundays and holidays, after receipt of Purchaser's request to do so. 

19.      Delays in Service.  ITG makes no promise that there will be no interruption of service or delay in performing service.  ITG's sole obligation after receiving a service request from you is to dispatch a service employee to the Premises within a reasonable time after a service employee becomes available, during normal business hours excluding Saturdays, Sundays and holidays. 

20.      Programming Services.  Programming services consists of inputting, modifying, deleting and using electronic data concerning operation of the equipment or the System.  You consent to ITG's performance of all such services pursuant to ITG's then prevailing charges for such service.  You agree to pay to ITG for all such services.

21.      Suspension of Service.  ITG's obligations under this Agreement are waived automatically without notice and you release ITG for all loss, damage or expense following any default or breach of this Agreement by you or if the monitoring facility, or communications equipment or services are destroyed, damaged, inoperable or malfunction for any reason whatsoever, for the duration of such interruption of service, and you shall be entitled to reimbursement of the unearned charges paid for the period of interruption on your request, which shall be the limit of ITG's liability.  If this Agreement is terminated or the Services are suspended or terminated for any reason, you shall immediately disconnect the System from all communications equipment and services (e.g., telephone line, radio transmitter, cellular transmitter, internet communication module, router, network data switch, etc.)  Upon termination of this Agreement or if the Services are suspended or terminated for any reason we may, in our sole 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. 

22.      Key Service.  If you provide ITG with keys and unrestricted access to the Premises, ITG's sole obligation is to dispatch a service employee to the Premises within a reasonable time after a service employee becomes available following our receipt of your request to do so, in order to service the System.  ITG is released for any loss, damage or expense due to the loss or theft of any keys.  ITG will not detain or arrest any person.

23.      LIMITED WARRANTY.

A.        ALL OF ITG’S WARRANTIES ARE LIMITED TO THE EQUIPMENT BEING INSTALLED IN A GOOD AND WORKMANLIKE MANNER.  IF ANY PART (EXCLUDING WIRING, LIGHT BULBS, L.E.D.'S, L.C.D.'S OR BATTERIES) BECOME DEFECTIVE WITHIN ONE (1) YEAR FROM THE DATE OF THE ORIGINAL INVOICE FOR THIS INSTALLATION OR THE TERM PROVIDED BY THE ORIGINAL EQUIPMENT MANUFACTURER, WHICHEVER IS LESS, ITG SHALL REPLACE OR REPAIR THE DEFECTIVE PART WITHOUT CHARGE TO YOU.  THIS WARRANTY IS NOT ASSIGNABLE AND SHALL NOT APPLY TO ANY OTHER PARTY BUT YOU.

B.        IF YOU DISCOVER A DEFECT IN THE EQUIPMENT, YOU SHOULD IMMEDIATELY CONTACT ITG IN WRITING BY MAIL, FAX OR EMAILTO A PERSON AUTHORIZED TO RECEIVE SUCH CORRESPONDENCE AND FULLY DESCRIBE THE DEFECT SO THAT REPAIR SERVICE MAY BE RENDERED.

C.        THIS WARRANTY DOES NOT COVER DAMAGE TO EQUIPMENT CAUSED BY ACCIDENT, VANDALISM, PURCHASER NEGLIGENCE, FLOOD, WATER, LIGHTNING, FIRE, INTRUSION, ABUSE, MISUSE, AN ACT OF GOD, ANY CASUALTY, INCLUDING ELECTRICAL CHARGES, ATTEMPTED UNAUTHORIZED REPAIR SERVICE, MODIFICATION OR IMPROPER INSTALLATION BY ANYONE OTHER THAN ITG, OR ANY OTHER CAUSE OTHER THAN ORDINARY WEAR AND TEAR.  ITG SHALL NOT BE LIABLE FOR ANY GENERAL, DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ANY AFFIRMATION OF FACT OR PROMISE MADE BY ITG SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY.  ITG DOES NOT MAKE ANY REPRESENTATION OR WARRANTY INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, CIRCUMVENTED, OR THE SYSTEM OR SERVICES WILL IN ALL CASES PROVIDE THE SIGNALING, MONITORING AND RESPONSE FOR WHICH IT WAS INTENDED.  YOU AGREE THAT YOU ARE NOT RELYING ON ITG'S SKILL OR JUDGMENT IN SELECTING OR FURNISHING A SYSTEM SUITABLE FOR ANY PARTICULAR PURPOSE; THERE ARE NO EXPRESS WARRANTIES THAT EXTEND BEYOND THOSE ON THE FACE OF THE AGREEMENT OR IN THIS PARAGRAPH.  ALL IMPLIED WARRANTIES, IF ANY, COINCIDE WITH THE DURATION OF THIS WARRANTY.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS THAT MAY VARY FROM STATE TO STATE.

24.      Time Limitation on Actions.  All claims, actions or proceedings against ITG must be commenced in court within one (1) year after the cause of action has accrued, without judicial extension of time, or such claim, action or proceeding is barred.  The time period in this paragraph must be complied with strictly.

25.      Integrated Agreement.  This Agreement and any document made a part of this Agreement contains the entire Agreement between the parties respecting the transactions described in such documents and supersedes all prior or current negotiations, commitments, contracts (express or implied) warranties (express or implied) statements and representations, whether written or oral, pertaining to such transactions, all of which shall be deemed merged into this Agreement.  NEITHER PARTY HAS MADE ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, "INDUCEMENT") NOT EXPRESSED IN THIS AGREEMENT AND, IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY IS RELYING ON ANY INDUCEMENT WHICH IS NOT SET FORTH IN THIS AGREEMENT.

26.      Valid Agreement.  Should any provision hereof (or portion thereof), or its application to any circumstances, be held illegal, invalid or unenforceable to any extent, the validity and enforceability of the remainder of the provision and this Agreement, or of such provisions as applied to any other circumstances, shall not be affected thereby, and shall remain in full force and effect as valid, binding and continuing.

27.      Modifications.  All changes or amendments to this Agreement must be in writing and signed by all parties to be binding on the parties.

28.      Additional Equipment or Service.  If, at any time after the date hereof, you request or authorize additional equipment or services, all sales, installation and services supplied by ITG shall be subject to the terms of this Agreement only, except that additional charges shall be made for such additional sales, installation or services.

29.      Right to Subcontract.  ITG may, in its sole and absolute discretion, subcontract for the provision of any of the Services under this Agreement.  The provisions of this Agreement inure to the benefit of and are applicable to (i) any subcontractors engaged to provide any of the Services to you; and (ii) each of ITG’s shareholders, partners, members, directors, employees, agents and representatives and bind you to all such persons or entities listed in subsection (i) or (ii) with the same force and effect as they bind you to ITG.

30.      Consent to Intercept, Record And Use Communications.  You, for yourself and as the authorized agent of your family, guests, agents, servants, representatives and employees (individually and collectively, "Any Person"), hereby consent to ITG intercepting, recording, retrieving, reviewing, copying, disclosing and using the contents of all telephone, video, wire, oral, electronic and other forms of transmission or communication to which you, Any Person or ITG are parties.

31.      Prior Agreements With Others.  You represent and warrant that (a) your cancellation or termination of any contract, or (b) execution of this Agreement does not breach and will not breach any contract with or obligation to any other person or entity. 

32.      Paragraph Headings.  The paragraph titles used herein are for convenience of the parties only and shall not be considered in construing the provisions of this Agreement.  When used in this Agreement, the word “including” shall mean “including, but not limited to.”

33.      Credit Investigation Report.  You authorize and consent to credit investigations and reports by ITG and any other person or entity that provides financing to ITG.

34.      Right to Notice and Cure.  If ITG breaches this Agreement, you shall provide ITG written notice specifically identifying the nature of the breach and the provisions of this Agreement affected as a result of such breach.  ITG may cure the breach within five (5) business days following ITG’s receipt of the written notice or, if the breach cannot be reasonably cured within such period, to promptly commence to cure and diligently proceed until cured.  If ITG cures any such breach, this Agreement shall continue unabated and ITG shall not be liable to you for any loss, damage or expense arising out of or from, resulting from, related to, in connection with or as a consequence of any such breach.

35.      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 THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE COURTS OF RECORD OR THE COURTS OF THE UNITED STATES LOCATED IN THE DISTRICT OR COUNTY WHERE ITG'S PRINCIPAL PLACE OF BUSINESS IS 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 THIS AGREEMENT.  EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING BROUGHT BY EITHER PARTY.  

36.      Right to Terminate.    Notwithstanding anything set forth in this Agreement to the contrary, ITG may, in its sole discretion, terminate this Agreement, with cause which includes but is not limited to customer nonpayment and non cooperation with ITG’s reasonable requests for access to the premises or any other reasonable request made by ITG in furtherance of completion of the contracted job, and without any liability whatsoever, upon thirty (30) days notice. 

37.      Electronic Media.  A copy of this Agreement and signatures transmitted and delivered by facsimile or electronic mail shall be deemed to be originals for all purposes.  We may scan or otherwise convert this Agreement into an electronic and/or digital media file and a copy of this Agreement or the electronic data file produced from any such electronic or digital media format may serve and be given the same legal force and effect as the original. 

38.      Environmental Considerations.  You represent and warrant that there are no hazardous substances, ultra hazardous or dangerous activities or conditions or public or private nuisance (collectively, “Hazardous Conditions”) on the Premise and that there are no violations of any applicable local, state or federal law, order or court order respecting any Hazardous Conditions.  ITG may, in its sole and absolute discretion, immediately terminate this Agreement if this representation and warranty is not true in each and every respect.  If Hazardous Conditions are encountered by ITG during the course of ITG’s work, the discovery of such materials shall constitute an event beyond ITG control and ITG shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by the Purchaser, and Purchaser shall pay disruption expenses and re-mobilization expenses as determined by ITG. The Purchaser shall indemnify and hold ITG harmless for any damages resulting from the exposure of workers to hazardous conditions, including damages for bodily injury and/or property damage, any consequential or indirect damages, and any attorneys’ fees and expert costs incurred in connection with any such event. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the security equipment and/or during performance of service, said materials shall at all times remain the property of the Purchaser. ITG shall not be responsible for removal and disposal of such hazardous materials.

39.      U.L. Certificated Systems.  If the System is certificated by Underwriters Laboratories or any similar organization, you shall pay ITG’s then prevailing initial and renewal certificate fees.  If the System is activated without objective physical evidence of the need for such activation and ITG dispatches an agent, you shall pay ITG's prevailing charge for dispatch of such agent.  U.L. certificated systems satisfy the requirements of U.L. for the stated class and grade as of the date of installation.  If U.L. adopts new or different requirements for the certificate issued, ITG agrees, upon receipt of your written consent, to perform all services necessary to satisfy the new or different requirements of U.L. for the certificate issued and you shall pay all fees, costs and expenses for such work at ITG's then prevailing charges.

NOTICES TO PURCHASER.  YOU SPECIFICALLY ACKNOWLEDGE AND ACCEPT THE DISCLAIMER/LIMITATION OF LIABILITY AND INDEMNITY PARAGRAPHS OF THIS AGREEMENT.  YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.  READ THE FRONT AND REVERSE CAREFULLY BEFORE SIGNING.  IF YOU DO NOT MEET YOUR CONTRACT OBLIGATIONS, YOU MAY LOSE THE SYSTEM YOU BOUGHT WITH OR ARE USING PURSUANT TO THIS AGREEMENT. 

                        NO WARRANTIES.  THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OR REVERSE HEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                        (CONSUMER TRANSACTIONS ONLY.)  RIGHT TO CANCEL.  YOU, THE PURCHASER, MAY CANCEL THIS TRANSACTION PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION.  SEE THE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT.

By accepting a proposal via clicking or tapping the "Accept Proposal" button, clicking or tapping a box referencing this Agreement, or accessing or using the Services, Subscriber acknowledges and agrees

BY ACCEPTING A PROPOSAL VIA CLICKING OR TAPPING THE "ACCEPT PROPOSAL" BUTTON, OR CLICKING OR TAPPING A BOX REFERENCING THIS AGREEMENT, OR ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THIS AGREEMENT, THEREBY INTENDS TO BE LEGALLY BOUND.