Terms & Conditions

SMART INTEL "LEGAL AGREEMENT"

INDUSTRIAL/COMMERCIAL/RESIDENTIAL TERMS AND CONDITIONS FOR (Products & Installation Services)
REV-11/11/16

1.Payment; Fees.   Customer agrees to pay the Sum of $(see Smart Intel proposal)  ("Installation Charge") with $(see Smart Intel proposal) payable upon  acceptance of this Agreement ("Installation Charge Deposit") plus any  applicable "Fees" and sales taxes. Smart Intel may invoice Customer for  progress billings based upon Equipment and/or System components  delivered or stored, and/or Services performed before completion of the  System/Equipment installation, activation of the System, connection to  the or any other Service(s). All outstanding Installation Charges and/or  Fees shall be due and payable upon completion of the installation of  the Equipment/System and as a precondition to activation of System and  effective from the date such Service is operative under this Agreement.  Until Customer has paid Smart Intel the Installation Charge and Fees in  full, Customer grants to Smart Intel a security interest in the  Equipment and all proceeds thereof to secure such payment. Customer also  agrees to pay, in addition to any outstanding Fees and charges for  Service(s) rendered prior to termination, remaining to be paid for the  unexpired term of the Agreement as liquidated damages but not as a  penalty. Failure to pay amounts when due shall give Smart Intel, in  addition to any other available remedies, the right to terminate this  Agreement and to charge interest at the highest legal rate on delinquent  amounts. Customer agrees to pay all costs, expenses and fees of Smart  Intel enforcement of this Agreement, including collection expenses,  court costs, and attorneys' fees. Installation Charge(s) are based on  Smart Intel performing the installation with its own personnel. If for  any reason installation must be performed by outside contractors,  Installation Charge(s) may be subject to revision. Company agrees to  install the equipment listed in a workmanlike manner in accordance with  the following conditions: Customer understands that the installation  will necessitate drilling into various parts of the premises. Company  intends generally to conceal wiring in the finished areas of the  premises, however, there may be areas in which due to construction,  decoration or furnishing of the premises, Company determines, in its  sole discretion that it would be impractical to conceal the wiring and  in such cases, wire will be exposed. Customer understands that  installation requires drilling holes in interior and exterior walls.  Company cannot be responsible for providing paint or wall coverings to  match those colours or coverings existing within Customer's premises.

2. Termination by Smart Intel.  In  addition to any other remedies available to Smart Intel, Smart Intel  may terminate this Agreement and discontinue any Service(s) if (a) Smart  Intel is unable to obtain any connections or privileges required to  transmit signals between the Customer's premises, (b) Customer fails to  follow Smart Intel recommendations for the repair or replacement of  defective parts of the System not covered under the Limited Warranty;  (c) Customer's failure to follow the operating instructions provided by  Smart Intel results in an undue number of false alarms or System  malfunction; (d) in Smart Intel sole opinion, the premises in which the  System is installed are unsafe, unsuitable, or so modified or altered  after installation as to render continuation of Service(s) impractical  or impossible; or (e) for breach, including Customer's failure to make  payments when due; and Smart Intel will not be liable for any damages or  subject to any penalty as a result of any such termination.

3.Smart Intel-Owned Equipment.  (a) If the customer has purchased equipment and/or service is to be  provided for installation on customer premises, the customer  acknowledges that payment shall be due and payable upon completion of  the installation of the Equipment/System. If payment is not made, any  equipment and/or devices installed by Smart Intel will be considered the  property of Smart Intel until such payments are made. (b)The customer  also acknowledges that they could be subject to rental fees of the  systems at Smart Intel’s applicable rate. (c) The customer also agrees  to pay in addition all costs, expenses and fees of Smart Intel  enforcement of this Agreement, including collection expenses, court  costs and lawyers’ fees. (d) If the Equipment is Smart Intel Owned,  Smart Intel may remove or upon written notice to the Customer, abandon  in whole or in part, all devices, instruments, appliances, cabinets, and  other materials associated with the system, upon termination of this  Agreement, without obligation to repair or redecorate any portion of the  Customer's premises upon such removal. The removal or abandonment of  such materials shall not be held to constitute a waiver of Smart Intel’s  right to collect any charges which have been accrued or may be accrued  hereunder.

                                                                                                   
4.Confirmation of Appointments.  (a) There may be a service charge to Customer for cancelled  installation/service appointments if Customer cancels less than 24-hours  prior to dispatch, or if Smart Intel representative is sent to the  Customer's premises in response to a service call for false alarm or  System malfunction caused by Customer's operation contrary to  instructions, failure to close or properly secure a window, door or  other protected point, or improper adjustment of cameras, monitors or  accessory components.(b) Consent to Call/Email; customer expressly  authorizes Smart Intel and its authorized representatives to contact  Customer at the telephone number(s) and email address(es) provided by  Customer to Smart Intel: (c) using an automated calling device to  deliver a prerecorded message to set/confirm a service/installation  appointment; (d) from time to time with information and offers about  products and services that might interest Customer.

5.Customer Acknowledgment.  Customer acknowledges that: (a) when presenting its proposal to  Customer, Smart Intel explained the full range of protection, equipment,  and services available to Customer; (b) additional protection over and  above that provided herein is available and may be obtained from Smart  Intel at an additional cost to the Customer; and (c) Customer desires  and has contracted for only the Equipment/Service(s)/System purchased;  (d) if Type of Transaction is Resale, Smart Intel installed equipment  and/or Smart Intel connection to the previously installed existing alarm  system; (e) such Equipment/Services/System purchased are for Customer's  own use and not for the benefit of any third party; (f) Customer owns  the premises in which the Equipment is being installed or has the  authority to engage Smart Intel to carry out the installation in the  premises; (g) Customer will comply with all laws, codes and regulations  pertaining to the use of the Equipment/Services/System; (h)  Additionally, Customer agrees to pay any assessments, taxes, fees or  charges imposed by any governmental body, telephone, communication, or  signal transmission company such as false alarm, permitting or  connection fees, or administration fees or service charges assessed by  Smart Intel related to government requirements and/or changes to  applicable laws, the need to reprogram alarm controls/devices to comply  with area code, signal transmission, numbering or other changes relating  to the installed Equipment and/or Service(s) provided under this  Agreement (“Fees”). and (i) Customer agrees to the TERMS AND CONDITIONS  below. It is understood that the terms and conditions in this Agreement  shall prevail over any conflicting or additional terms and conditions on  any purchase order or other document that the Customer may issue. Any  changes in the Schedule of Protection requested by the Customer after  the execution of this Agreement may result in additional cost to the  Customer and any such changes/additions must be authorized in writing by  both the Customer and Smart Intel. This Agreement may only be modified  by written amendment, executed by Smart Intel.               

6. Network Connection.  If the installed Equipment is to be connected to Customer's computer  network ("Network"), Smart Intel will furnish and install the software  needed to run the Equipment and will connect the Equipment to the  Network according to the Network settings supplied by Customer.  Installation shall not include modifications to the Network, security,  or firewall settings. Smart Intel shall not be responsible for the  setup, operation, or maintenance of the Network or Network performance  or compatibility issues. Smart Intel may assess additional charges, if  Smart Intel is unable to connect to the Network or if any additional  Equipment is required to facilitate connectivity between the Network and  the Equipment. Smart Intel represents and warrants to the end user of  any Products sold/furnished to its customers that, to the extent the  Products include any Open Source Software, the internal use and  operation of the Products by the end user will not create any obligation  on the part of the end user under the terms of any Open Source License.  It is the responsibility of the customer to ensure that the internet  connectivity signal is active and working properly with a sustainable  speed to ensure a successful installation. If the customer fails to  provide adequate internet reception and connectivity thus resulting in  Smart Intel to reschedule for programming your system a charge will be  made for such work at Smart Intel's then applicable rates for labor and  material.

7.Unauthorized/Solicited Work.  Any work that is not outlined in the contract (see Smart Intel  proposal) agreement and/or work that is solicited by the customer to  Smart Intel’s subcontractors, agents or its employees at “anytime” is  the sole responsibility of the customer and Smart Intel will not to be  held liable or responsible for any damages resulting from any  unauthorized work. Smart Intel also reserves the right to void the  contract and/or any of its warranties for such work.

8.Software Used for Monitoring your System.  Customer acknowledges that: (a) Smart Intel can only recommend or  suggest an application “App” and/or software that is most suitable for  the system(s). (b) Customer understands that Smart Intel does not  endorse, sell, produce or own any of the applications “Apps” and/or  software available for on-line remote viewing of the system, Smart intel  does not assume any liability for viruses, malware or spyware  downloaded to customers device or system. (d) Smart Intel cannot  guarantee that the system(s) will work now and/or in future with  versions of the application “App” software. (e) Smart Intel does not  guarantee the longevity of any applications (Apps) and/or if an  application (App) is discontinued, Smart Intel can only suggest a new  compatible application (App), should the customer need assistance in  reprogramming the application (App) with the system a charge will be  made for such work at Smart Intel's then applicable rates for labor and  material. (f) Customer also understands that it is the sole  responsibility of the customer to ensure that they have the electronic  devices that allows them to properly view their system remotely and for  their devices to be up-to-date with the latest software. (g) Customer  acknowledges that when a calling device or email notification method is  used, delivery of the notification may be delayed or may fail due to  private and or public network issues, telecommunication outages,  internet delay or failures, and other conditions that can impede or  delay the delivery of electronic notifications. It is understood and  agreed that Smart Intel will not have knowledge of the failure of, or  successful delivery of, electronic notifications. If a Smart Intel  technician is sent out for a service call due to the malfunctioning of a  viewing device and is by no means a malfunction of the system  installed, the customer will be charged for the service call.  
 

TERMS AND CONDITIONS

A.  Customer shall assume full responsibility for the operation of any and  all bypass or switch units provided for disconnecting or reconnecting  the alarm sounding and/or transmitting equipment at Customer's premises.  SMART INTEL RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE  DATA OR IMAGES (COLLECTIVELY, “ALARM SIGNALS”) FROM THE EQUIPMENT OR  SYSTEM INSTALLED IN CUSTOMER’S PREMISES IS DEPENDENT UPON PROPER  TRANSMISSION OF SUCH ALARM SIGNALS. THE DVR/NVR OR (SMK) CANNOT RECEIVE  ALARM SIGNALS WHEN THE CUSTOMER’S SERVICE OR OTHER TRANSMISSION MODE IS  NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH, OR IS OTHERWISE DAMAGED,  OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN  ALARM SIGNAL OVER CUSTOMER’S SERVICE OR TRANSMISSION MODE FOR ANY REASON  INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS  SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF  SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE  MAY OCCUR OVER CERTAIN TYPES OF SERVICES SUCH AS SOME TYPES OF DSL,  ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER  INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR,  WIRELESS OR PRIVATE RADIO, OR CUSTOMER'S PROPRIETARY TELECOMMUNICATION  NETWORK, INTRANET OR IP-PBX, OR OTHER THIRD-PARTY EQUIPMENT OR  VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED, MAINTAINED OR  SERVICED BY CUSTOMER OR THIRD PARTIES, IF: (1) THERE IS A LOSS OF NORMAL  ELECTRIC POWER TO THE MONITORED PREMISES OCCURS, OR (2) ELECTRONIC  COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL. CUSTOMER UNDERSTANDS THAT  SMART INTEL WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE  ALARM/CAMERA SYSTEM WITH CUSTOMER’S SERVICE AT THE TIME OF INITIAL  INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE SERVICE’S DATA  FORMAT AFTER SMART INTEL INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE  SERVICE UNABLE TO TRANSMIT ALARM SIGNALS ALARM/CAMERA SYSTEM. CUSTOMER  ALSO UNDERSTANDS THAT IF SMART INTEL DETERMINES IN ITS SOLE DISCRETION  THAT CUSTOMER’S SERVICE IS, OR LATER BECOMES, NON-COMPATIBLE, OR IF  CUSTOMER CHANGES TO ANOTHER SERVICE THAT IS NOT COMPATIBLE, CUSTOMER  UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES  APPROVED SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH  NATIONAL FIRE ALARM STANDARDS AND LOCAL FIRE CODES. CUSTOMER ALSO  UNDERSTANDS THAT IF CUSTOMER’S ALARM SYSTEM HAS A LINE CUT FEATURE, IT  MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE CUSTOMER’S SERVICE IS  INTERRUPTED, AND THAT SMART INTEL MAY NOT BE ABLE TO DOWNLOAD SYSTEM  CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES.  CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE ANOTHER SERVICE AS THE  METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER’S OWN  INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT  ANY ASSISTANCE, INVOLVEMENT, INPUT, RECOMMENDATION, OR ENDORSEMENT ON  THE PART OF SMART INTEL. CUSTOMER ASSUMES SOLE AND COMPLETE  RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF THE  SERVICE FOR CONNECTION TO THE ALARM MONITORING EQUIPMENT.  CUSTOMER  FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE SERVICE  TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED, IS  INTERFERING WITH, OR BLOCKING THE CONNECTION.

B. Limited Warranty:  If the transaction type is a "Direct Sale", any part of the system,  including the wiring, installed under this Agreement which proves to be  defective in material or workmanship within One (1) year of the date of  completion of installation will be repaired or replaced at Smart Intel  option with a new or functionally operative part. Labor and material  required to repair or replace such defective components will be free of  charge for a period of ninety (90) days following the completion of the  original installation. This Limited Warranty does not apply to the "Conditions Not Covered by Warranty" listed below (the"Conditions")  and if Customer calls Smart Intel for service under the Limited  Warranty and upon inspection by Smart Intel's representative it is found  that one of these (“Conditions”) has led to the  in-operability or apparent in-operability of the system, a charge will  be made for the service call of Smart Intel's representative whether or  not he actually works on the system. Should it actually be necessary to  make repairs to the system due to one of the Conditions, a charge will  be made for such work at Smart Intel's then applicable rates for labor  and material. If the system is to be returned (within the limited  warranty period) it must be returned in a clean, serviceable and working  condition. Service will be furnished by Smart Intel during Smart  Intel's normal working hours of 8:00 A.M. to 5:00 P.M. Monday through  Friday, except holidays.

CONDITIONS NOT COVERED BY LIMITED WARRANTY:  (a) Damage or extra service time resulting from accidents, acts of God,  lightning, strikes, riots, floods, terrorism, acts of War, alteration,  misuse, tampering or abuse, adjustments, repairs or maintenance not done  by Smart Intel, or from parts, accessories, attachments or other  devices not furnished by Smart Intel; (b) Customer's improper operation  per instructions; (c) Adjustments necessitated by Video camera  misalignment, improper monitor brightness and contrast tuning dials, or  inadequate lighting on viewing area; (d) Trouble due to interruption of  commercial power to the customer’s service or use of Non-Traditional  Service; (e) Devices designed to fail in protecting the System such as ,  but not limited to, fuse and circuit breakers; (g) System changes  requested by Customer. THE FOREGOING LIMITED WARRANTY IS IN LIEU  OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED  TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A  PARTICULAR PURPOSE. THE PURCHASER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY  AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER,  INCLUDING SMART INTEL NEGLIGENCE, SHALL BE REPAIR OR REPLACEMENT AS  SPECIFIED ABOVE. SMART INTEL SHALL IN NO EVENT BE LIABLE FOR ANY  CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT  LIMITATION, DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY, AND  HOWEVER OCCASIONED, WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY  OR CONTRACT BY SMART INTEL OR NEGLIGENCE OF SMART INTEL OR OTHERWISE.

C. Maintenance:  The expense of all extraordinary maintenance and repair due to  alterations in the Customer's premises, alterations of the system made  at the request of the Customer, or made necessary by changes in the  Customer's premises, damage to the premises or to the alarm/camera  system, or to any cause beyond the control of Smart Intel, shall be  borne by the Customer. It is mutually agreed that the work of  installation and Smart Intel's repairs of the system shall be performed  between Smart Intel's normal working hours of 8:00 A.M. to 5:00 P.M.,  Monday through Friday, except holidays. EXCLUSIONS:  Maintenance on the following devices will be provided only on a time and  material basis: (1) exterior mounted devices, (2) Equipment subject to  the Conditions Not Covered by Limited Warranty listed in Paragraph B.  above, (3) It is understood and agreed that Smart Intel's obligation  relates to the maintenance solely of the specific Equipment covered  under the Service Contract, and that Smart Intel is in no way obligated  to maintain, repair, service, replace, operate or assure the operation  of any device or devices of the Customer or of others not installed by  Smart Intel. If not contracted for before the expiration of the Limited  Warranty, Smart Intel will Service the system only after inspecting the  system, any necessary repairs or replacements to the system will be at a  charge to the Customer for labor and/or material at Smart Intel's then  prevailing rates. INSPECTIONS.  If such services are  needed, Smart Intel will provide the number of inspections of the System  only as specified in this Agreement and such Inspections shall be  performed during Smart Intel's normal working hours of 8:00 A.M. to 5:00  P.M., Monday through Friday, except holidays and subject to "EXCLUSIONS" set forth in Paragraph C, above for maintenance.

D.  1. SYSTEM AND EQUIPMENT SMART INTEL PROVIDES AND ARE UNRELATED TO THE  VALUE OF CUSTOMER'S PROPERTY, ANY PROPERTY OF OTHERS LOCATED IN  CUSTOMER'S PREMISES, OR ANY RISK OF LOSS ON CUSTOMER'S PREMISES. 2.  SMART INTEL SERVICES, SYSTEMS AND EQUIPMENT DO NOT CAUSE AND CANNOT  ELIMINATE OCCURENCES OF THE EVENTS THEY ARE INTENDED TO DETECT OR AVERT.  SMART INTEL MAKES NO GUARANTEE OR WARRANTY, INCLUDING ANY IMPLIED  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT  THE SERVICES, SYSTEM OR EQUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH  EVENTS OR THE CONSEQUENCES THEREFROM. ACCORDINGLY, SMART INTEL DOES NOT  UNDERTAKE ANY RISK THAT CUSTOMER'S PERSON OR PROPERTY, OR THE PERSON OR  PROPERTY OF OTHERS, MAY BE SUBJECT TO INJURY OR LOSS IF SUCH AN EVENT  OCCURS. THE ALLOCATION OF SUCH RISK REMAINS WITH CUSTOMER, NOT SMART  INTEL. INSURANCE, IF ANY, COVERING SUCH RISK SHALL BE OBTAINED BY  CUSTOMER. SMART INTEL SHALL HAVE NO LIABILITY FOR LOSS, DAMAGE OR INJURY  DUE DIRECTLY OR INDIRECTLY TO EVENTS, OR THE CONSEQUENCES THEREFROM,  WHICH THE SYSTEM OR SERVICES ARE INTENDED TO DETECT OR AVERT. CUSTOMER  SHALL LOOK EXCLUSIVELY TO ITS INSURER AND NOT TO SMART INTEL TO PAY  CUSTOMER IN THE EVENT OF ANY SUCH LOSS, DAMAGE OR INJURY. CUSTOMER  RELEASES AND WAIVES FOR ITSELF AND ITS INSURER ALL SUBROGATION AND OTHER  RIGHTS TO RECOVER FROM SMART INTEL ARISING AS A RESULT OF PAYING ANY  CLAIM FOR LOSS, DAMAGE OR INJURY OF CUSTOMER OR ANOTHER PERSON. 3. IF  NOTWITHSTANDING THE PROVISIONS OF THIS SECTION D, SMART INTEL IS FOUND  LIABLE FOR LOSS, DAMAGE OR INJURY UNDER ANY LEGAL THEORY DUE TO A  FAILURE OF THE SERVICES, SYSTEM OR EQUIPMENT IN ANY RESPECT, ITS  LIABILITY SHALL BE LIMITED TO A SUM EQUAL TO 10% OF THE COST OF THE  SERVICE OR $500, WHICHEVER IS GREATER, AS AGREED UPON DAMAGES AND NOT AS  A PENALTY, AS CUSTOMER'S SOLE REMEDY. THIS WILL BE THE SOLE REMEDY  BECAUSE IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO DETERMINE THE  ACTUAL DAMAGES, IF ANY, WHICH MAY RESULT FROM SMART INTEL’S FAILURE TO  PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT. IF CUSTOMER  REQUESTS, SMART INTEL MAY ASSUME GREATER LIABILITY BY ATTACHING A RIDER  TO THIS AGREEMENT STATING THE EXTENT OF SMART INTEL'S ADDITIONAL  LIABILITY AND THE ADDITIONAL CHARGES CUSTOMER WILL PAY FOR SMART INTEL'S  ASSUMPTION OF SUCH GREATER LIABILITY. HOWEVER, SUCH ADDITIONAL CHARGES  ARE NOT INSURANCE PREMIUMS AND SMART INTEL IS NOT AN INSURER EVEN IF IT  ENTERS INTO SUCH A RIDER. 4. THE PROVISIONS OF THIS SECTION D SHALL  APPLY NO MATTER HOW THE LOSS, DAMAGE OR INJURY OR OTHER CONSEQUENCE  OCCURS, EVEN IF DUE TO SMART INTEL'S PERFORMANCE OR NON-PERFORMANCE OF  ITS OBLIGATIONS UNDER THIS AGREEMENT OR FROM NEGLIGENCE, ACTIVE OR  OTHERWISE, STRICT LIABILITY, VIOLATION OF ANY APPLICABLE CONSUMER  PROTECTION LAW OR ANY OTHER ALLEGED FAULT ON THE PART OF SMART INTEL,  ITS AGENTS OR EMPLOYEES. IF ANY OTHER PERSON, INCLUDING CUSTOMER'S  SUBROGATING INSURER, MAKES ANY CLAIM OR FILES ANY LAWSUIT AGAINST SMART  INTEL IN ANY WAY RELATING TO THE SERVICES, SYSTEM OR EQUIPMENT THAT ARE  THE SUBJECTS OF THIS AGREEMENT, THEN CUSTOMER SHALL INDEMNIFY AND HOLD  SMART INTEL HARMLESS FROM ANY AND ALL SUCH CLAIMS AND LAWSUITS INCLUDING  THE PAYMENT OF ALL DAMAGES, EXPENSES, COSTS AND ATTORNEYS' FEES. 5. NO  SUIT OR ACTION SHALL BE BROUGHT AGAINST SMART INTEL OR ITS AGENTS,  EMPLOYEES, SUBSIDIARIES, AFFILIATES OR PARENTS (BOTH DIRECT AND  INDIRECT) MORE THAN ONE YEAR AFTER THE INCIDENT THAT RESULTED IN THE  LOSS, INJURY OR DAMAGE OCCURRED, OR THE SHORTEST DURATION PERMITTED  UNDER APPLICABLE LAW IF SUCH PERIOD IS GREATER THAN ONE YEAR. 6. THE  PROVISIONS OF THIS SECTION E SHALL APPLY TO AND BENEFIT SMART INTEL AND  ITS AGENTS, EMPLOYEES, CONTRACTORS, SUBSIDIARIES, AFFILIATES, PARENTS  (BOTH DIRECT AND INDIRECT) AND AFFINTIY MARKETERS. IF THIS AGREEMENT  PROVIDES FOR A DIRECT CONNECTION TO A MUNICIPAL POLICE OR FIRE  DEPARTMENT OR OTHER ORGANIZATION, THEN THAT DEPARTMENT OR OTHER  ORGANIZATION MAY ALSO INVOKE THE PROVISIONS OF THIS SECTION D AGAINST  ANY CLAIMS DUE TO ANY FAILURE OF SUCH DEPARTMENT OR ORGANIZATION.

E. Video Equipment. Customer  will provide adequate illumination under all operational conditions for  the proper operation of the closed-circuit television camera and will  provide the 110/120/220 AC power supply where required, a monitor and  surge protector as well as sufficient space for monitors, wiring and  power supply.

F. Direct Connection. A  direct connection to the Municipal Police, Fire Department or other  Agency shown shall be provided if the Agreement provides for such direct  connect service. It is mutually understood and agreed that signals  transmitted hereunder will be monitored in Municipal Police and/or Fire  Departments or other Agency and that the personnel of such Municipal  Police and/or Fire Departments or other Agency are not the agents of  Smart Intel nor does Smart Intel assume any responsibility for the  manner in which such signals are monitored or the response, if any, to  such signals.

G. Hazardous Materials. In all  cases except when the project involves new construction, Customer  represents and warrants that to the best of Customer's knowledge the  work site is free of any hazardous materials. The term "hazardous  materials" shall include but not be limited to asbestos,  asbestos-containing material, polychlorinated biphenyl ("PCB"),  formaldehyde or other potentially toxic or otherwise hazardous material.  If any such substance is discovered on the work site, Smart Intel will  not be required to install or service the Equipment at such site unless  and until Customer certifies the removal or safe containment of such  hazardous materials. Customer shall indemnify, defend, and hold Smart  Intel, its officers, directors, and agents harmless from any damages,  claims, injuries, liabilities resulting from the exposure of Smart  Intel's employees, contractors, or subcontractors to hazardous materials  at the work site; provided, however, that the foregoing provision will  not apply when it has been determined that such hazardous materials were  brought to the work site by Smart Intel.

H.  SAFETY ACT WAIVER. CERTAIN OF SMART INTEL'S SYSTEMS AND SERVICES HAVE  RECEIVED CERTIFICATION AND/OR DESIGNATION AS QUALIFIED ANTI-TERRORISM  TECHNOLOGIES ("QATT") UNDER THE SUPPORT ANTI-TERRORISM BY FOSTERING  EFFECTIVE TECHNOLOGIES ACT OF 2002, 6 U.S.C. §§ 441-444 (THE "SAFETY  ACT"). AS REQUIRED UNDER 6 C.F.R. 25.5(E), TO THE MAXIMUM EXTENT  PERMITTED BY LAW, SMART INTEL AND CUSTOMER HEREBY AGREE TO WAIVE THEIR  RIGHT TO MAKE ANY CLAIMS AGAINST THE OTHER FOR ANY LOSSES, INCLUDING  BUSINESS INTERRUPTION LOSSES, SUSTAINED BY EITHER PARTY OR THEIR  RESPECTIVE EMPLOYEES, RESULTING FROM AN ACTIVITY RESULTING FROM AN "ACT  OF TERRORISM" AS DEFINED IN 6 C.F.R. 25.2, WHEN QATT HAVE BEEN DEPLOYED  IN DEFENSE AGAINST, RESPONSE TO, OR RECOVERY FROM SUCH ACT OF TERRORISM.

I.  SMART INTEL ASSUMES NO LIABILITY FOR DELAYS IN INSTALLATION OF THE  EQUIPMENT OR FOR THE CONSEQUENCES THEREFROM, HOWEVER CAUSED, OR FOR  INTERRUPTIONS OF SERVICE OR FOR THE CONSEQUENCES THEREFROM DUE TO  STRIKES, RIOTS, FLOODS, ACTS OF GOD OR ANY CAUSES BEYOND THE CONTROL OF  SMART INTEL, AND WILL NOT BE REQUIRED TO SUPPLY SERVICE TO THE CUSTOMER  WHILE INTERRUPTION OF SERVICE DUE TO ANY SUCH CAUSE SHALL CONTINUE.

J. Assignment; Enforceability.  This Agreement is not assignable by the Customer except upon written  consent of Smart Intel first being obtained. Smart Intel shall have the  right to assign this Agreement or to subcontract any of its obligations  under this Agreement without notice to Customer. If any of the  provisions of this Agreement shall be determined to be invalid or  unenforceable, the remaining provisions shall remain in full force and  effect.

K. System Software; Network Connections;  Open Source. Any software provided with the System or in connection  with the Services is proprietary to Smart Intel and/or Smart Intel's  supplier(s) and is licensed or sub-licensed to Customer on a  non-exclusive basis. Customer may not (a) disclose the Software or  source code to any third parties, (b) duplicate, reproduce, or copy all  or any part of the Software, or (c) use the Software on equipment other  than with the designated System with which it was furnished. A separate  Software License Agreement or End User License Agreement between Smart  Intel and/or the software publisher may be required to use the software  and/or obtain updates/upgrades.(i) to make any source code or object  code available to third parties or (ii) to license, disclose or  otherwise make available to third parties any proprietary software, data  or other information, or any associated intellectual property.  As used  herein, the term “Open Source Software” means any software, program,  module, code, library, database, driver or similar component (or portion  thereof) that is royalty free, proprietary software, the use of which  requires any contractual obligations by the user such as, without  limitation, that software that is subject to, distributed, transmitted,  licensed or otherwise made available under any of the following  licenses: GNU General Public License, GNU Library or “Lesser” Public  License, Berkeley Software Distribution (BSD) license (including Free  BSD and BSD-style licenses), MIT license, Mozilla Public License, IBM  Public License, Apache Software License, Artistic license (e.g., PERL),  Sun Industry Standards Source License, Sun Community Source License  (SCSL), Intel Open Source License, Apple Public Source License, or any  substantially similar license, or any license that has been approved by  the Open Source Initiative, Free Software Foundation or similar group  (collectively, “Open Source Licenses”). 

L. THIS  AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE CUSTOMER AND  SMART INTEL IN EXECUTING THIS AGREEMENT, CUSTOMER IS NOT RELYING ON ANY  ADVICE OR ADVERTISEMENT OF SMART INTEL. CUSTOMER AGREES THAT ANY  REPRESENTATION, PROMISE, CONDITION, INDUCEMENT OR WARRANTY, EXPRESS OR  IMPLIED, NOT INCLUDED IN WRITING IN THIS AGREEMENT SHALL NOT BE BINDING  UPON ANY PARTY, AND THAT THE TERMS AND CONDITIONS HEREOF APPLY AS  PRINTED WITHOUT ALTERATION OR QUALIFICATION, EXCEPT AS SPECIFICALLY  MODIFIED IN WRITING. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL  GOVERN NOTWITHSTANDING ANY INCONSISTENT OR ADDITIONAL TERMS AND  CONDITIONS OR ANY PURCHASE ORDER OR OTHER DOCUMENT SUBMITTED BY THE  CUSTOMER.

M. Electronic Media. Smart  Intel may scan, fax, email, image, or otherwise convert this Agreement  into an electronic format of any type or form, now known or developed in  the future. Any unaltered or unadulterated copy of this Agreement  produced from such an electronic format will be legally binding upon the  parities and equivalent to the original for all purposes, including  litigation. Smart Intel may rely upon Customer's assent to the terms and  conditions of this Agreement if Customer has signed this Agreement or  demonstrated its intent to be bound electronically or otherwise.

N. Personal Information. Customer  represents and warrants that Customer has obtained all required  consents and has the right to (a) disclose to Smart Intel all personal  information disclosed hereunder concerning individuals/employees  including all information contained in Customer's ECL, and (b) authorize  Smart Intel to use such personal information to administer the  relationship between Customer and Smart Intel, including the  administration of this Agreement. Customer acknowledges and agrees that  Smart Intel may share all such information with its parents,  subsidiaries, affiliates and its/their successor corporations or any  subcontractor or assignee, within and outside the country in which the  Customer is located and thereby subject such information to the laws of  such countries.