End-User License Agreement

Please read the following End-User License Agreement carefully.

You must scroll down, read and accept the terms of this End-User License Agreement in order to access the Total Connect and AlarmNet Direct software and web interfaces.

ALARMNET SOFTWARE: Total Connect and AlarmNet Direct software and web interfaces

TERMS AND CONDITIONS OF USE AND END-USER LICENSE AGREEMENT FOR ALARMNET SOFTWARE AND SERVICES

IMPORTANT-READ CAREFULLY: This ALARMNET Terms and Conditions of Use and End-User License Agreement (this "Agreement") is a legal agreement between you (either an individual or a single entity) and AlarmNet, Inc. (“ALARMNET”)for the use of the ALARMNET communications network (“ALARMNET NETWORK”), including the Total Connect and Alarmnet Direct software and web based interface and underlying functionality and any and all hand held applications (“TOTAL CONNECT SERVICES”) and the licensure of software products identified above, which includes computer software and may include associated media, the right to modify the look of the software with AlarmNet’s written consent, printed materials, and "online" or electronic documentation, and any future versions, releases, updates, patches, error fixes and bug fixes of the above identified ALARMNET software product that is provided by ALARMNET to you ("ALARMNET SOFTWARE").

By installing, copying, or otherwise using the ALARMNET SOFTWARE or the TOTAL CONNECT SERVICES, you agree to be bound by the terms and conditions in this Agreement. If you do not agree to the terms and conditions of this Agreement, do not install or use the ALARMNET SOFTWARE or the TOTAL CONNECT SERVICES; you may, however, delete it or return it to your place of purchase.

Unregistered use of the ALARMNET SOFTWARE or TOTAL CONNECT SERVICES is not authorized or permitted by ALARMNET, and is in violation of U.S. and international copyright laws. Unauthorized reproduction, distribution or use is subject to civil and criminal penalties. The license granted herein shall only permit usage of the ALARMNET SOFTWARE and TOTAL CONNECT SERVICES in the continental United States and Canada.

1. LICENSE

The ALARMNET SOFTWARE includes software owned by ALARMNET and software licensed to ALARMNET, and is protected by United States’ and international copyright laws and treaties, as well as other intellectual property laws and treaties. The ALARMNET SOFTWARE is licensed to you, not sold.

Subject to the terms below, ALARMNET grants you, under this Agreement, a limited, non-exclusive, non-transferable license (without the right to sublicense except as set forth below) to the ALARMNET SOFTWARE, on your computer, handheld and/or mobile device or workstations, for your internal personal or commercial purposes. In the case that you are a Central Station or dealer, you shall have the right to sublicense access to the TOTAL CONNECT SERVICES solely to end users, provided each end user agrees to the terms of this Agreement and all applicable fees are paid to ALARMNET. For the avoidance of doubt, the license granted herein to ALARMNET dealers and central stations shall include the right to make modifications to the look of the ALARMNET software as specifically permitted by, and in accordance with the terms of, the ALARMNET software. Further, ALARMNET Central Station customers and dealers shall have the right to direct end users to any ALARMNET SOFTWARE or website that hosts the TOTAL CONNECT SERVICES.

You grant ALARMNET, under this Agreement, a limited, non-exclusive, non-transferable license (without the right to sublicense) to use your logo, trademarks, service marks, trade names and any other intellectual property you incorporate in any form for use in connection with the TOTAL CONNECT SERVICES or other ALARMNET services.

You are specifically prohibited from making any additional copies of the ALARMNET SOFTWARE, for charging for any copies, however made, and from distributing such copies with other products of any kind, commercial or otherwise, without prior written signed permission from ALARMNET.

All rights of any kind in ALARMNET SOFTWARE and all other rights of ALARMNET, which are not expressly granted in this Agreement, are entirely and exclusively reserved to and by ALARMNET. You may not rent, lease, copy, modify (except as specifically set forth in the ALARMNET software) or translate ALARMNET SOFTWARE, or create derivative works based on ALARMNET SOFTWARE. You may not alter or remove any of ALARMNET’s or its licensor’s copyright or proprietary rights notices or legends appearing on or in the ALARMNET SOFTWARE. You may not reverse engineer, decompile or disassemble ALARMNET SOFTWARE. Except as set forth herein, you may not make access to ALARMNET SOFTWARE available to any third party outside of your organization, nor are you authorized to make the output generated by ALARMNET SOFTWARE available to others in connection with a service bureau, application service provider, or similar business. The ALARMNET SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one computer.

The ALARMNET SOFTWARE may contain or be derived from materials of third party licensors. Such third party materials maybe subject to restrictions in addition to those listed in this Agreement. You agree that any third party supplier shall have the right to enforce this Agreement with respect to such third party’s software.

2. KEYS AND ACCESS

ALARMNET shall provide you with a temporary username and password. You shall modify the initial temporary credentials and create your own username and password upon your initial access to the SOFTWARE necessary to permit you to gain access to the ALARMNET SOFTWARE contained on the media shipped or copy provided to you. You shall not disclose the password to any other person or entity. You shall not circumvent, or attempt to circumvent, any license management, security devices, access logs, or other measures provided in connection with the ALARMNET SOFTWARE, or permit or assist any other person or entity to do the same.

You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password, account or any subaccount. You agree to (a) immediately notify your Central Station or Dealer of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You agree that the terms of this Agreement shall be binding upon and govern the relationship between ALARMNET and any third party to whom you grant access to your account or permit to maintain a subaccount. You further agree to take any and all action necessary to ensure compliance with, and enforce the terms of, this Agreement, and to indemnify ALARMNET for any and all costs, damages, losses or expenses incurred in respect of such third party user. ALARMNET cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the ALARMNET SOFTWARE and/or TOTAL CONNECT SERVICES, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the TOTAL CONNECT SERVICES’ registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ALARMNET has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ALARMNET has the right to suspend or terminate your account and refuse any and all current or future use of the ALARMNET Software and/or TOTAL CONNECT SERVICES (or any portion thereof).

4. ALARMNET PRIVACY POLICY

Registration Data and certain other information about you are subject to our Privacy Policy. For more information, see our full privacy policy at http://www.resideo.com/privacy/en.html. You understand that through your use of the ALARMNET SOFTWARE and/or TOTAL CONNECT SERVICES you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by ALARMNET and its affiliates.

5. MODIFICATIONS TO SERVICE

ALARMNET reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the ALARMNET NETWORK and/or the TOTAL CONNECT SERVICES (or any part thereof) with or without notice. You agree that ALARMNET shall not be liable to you or to any third party for any modification, suspension or discontinuance of the ALARMNET NETWORK and/or the TOTAL CONNECT SERVICES.

6. FEES

The ALARMNET SOFTWARE and/or the TOTAL CONNECT SERVICES are provided to you for use in connection with the ALARMNET NETWORK. Your right to use the ALARMNET SOFTWARE and/or the TOTAL CONNECT SERVICES is subject to and contingent upon you or your dealer or central station monitoring company’s payment of all fees due to ALARMNET for any and all such services. ALARMNET reserves the right to refuse or terminate access to the TOTAL CONNECT SERVICES or ALARMNET NETWORK and to terminate the license granted herein immediately in the case of a breach of contract or event of default under any contract between you and your central station monitoring company, your central station monitoring company and ALARMNET or, in the case you are a Dealer or Central Station, You and ALARMNET. For the avoidance of doubt, your payment to your central station monitoring company for services does not guarantee your right to the services set forth herein. You may incur additional fees from your central station monitoring company or other third party providers in connection with your use of the services, an independent handheld device, or the internet, for data transmission, video clip or still image transmission, internet usage, SMS, short code or other transmission fees, charges or taxes.

ALARMNET Central Station monitoring company or Dealer accounts may be terminated for failure to pay any and all fees when due.

7. TERM AND CANCELLATION.

This Agreement shall continue in effect on a day-to-day basis starting on the day Resideo Technologies, Inc. (“Resideo Technologies, Inc.”) equipment (the “Equipment”) is connected to the ALARMNET NETWORK and shall be automatically renewed each day unless either party shall notify the other that it no longer wishes to provide and/or use the ALARMNET Network. While you may cancel this Agreement at any time, all of its terms and conditions shall continue in effect for so long as your Equipment utilizes the ALARMNET Network in any way. If ALARMNET ceases providing the ALARMNET NETWORK, no party shall have any liability to you. You must look exclusively to your central station monitoring company or your installation company for refunds of any amounts pre-paid by you to your central station monitoring company for monitoring services. ALARMNET is being paid for supplying the ALARMNET Network and/or TOTAL CONNECT SERVICES by your central station monitoring company, not you, and may cancel your access to the ALARMNET Network, right to use ALARMNET NETWORK and/or TOTAL CONNECT SERVICES for non-payment by your central station monitoring company or your installation company, at any time or at the request of your central station monitoring company or installation company. You understand that the Equipment used to communicate with the ALARMNET NETWORK and/or TOTAL CONNECT SERVICES is unique and may not be suitable for use with any other system if you no longer use the ALARMNET NETWORK. The Parties recognize that certain components of the ALARMNET NETWORK or TOTAL CONNECT SERVICES may be provided by independent Network Service Providers (“NSP”), including Internet Service Providers, telephone companies, wireless service providers or carriers, and other communication providers whose services are beyond the control of ALARMNET. THE PARTIES THEREFORE AGREE THAT ALARMNET SHALL NOT BE LIABLE FOR DAMAGES, WHETHER DIRECT OR CONSEQUENTIAL, WHICH MIGHT ARISE FROM DISRUPTION OR CANCELLATION OF SUCH SERVICES.

The license granted in this Agreement becomes effective on the date you legally acquire the ALARMNET SOFTWARE and will automatically terminate if you breach any of its terms or conditions, without prejudice to any other rights or remedies available to ALARMNET. If the ALARMNET SOFTWARE is provided to you on a subscription basis, then your right to possess or use the ALARMNET SOFTWARE will terminate at the end of the applicable subscription period. Immediately upon termination or expiration of the license granted in this Agreement, you must destroy all copies of the ALARMNET SOFTWARE and all of its component parts from your systems, and either return to ALARMNET or destroy the original and any stand-alone copies of the ALARMNET SOFTWARE and all of its component parts.

This Agreement shall terminate immediately with regard to any ALARMNET Central Station or Dealer customers in the event that such customer’s Central Station Monitoring Agreement with ALARMNET terminates.

8. PERIODIC TESTING BY YOU

Resideo Technologies, Inc. takes pride in manufacturing high quality alarm Equipment, and extends its Limited Warranty, set forth on its website, to you. All alarm devices are subject to compromise or failure to warn for a wide variety of reasons. You agree to arrange with your central station monitoring company or dealer to test the alarm system on a regular basis to assure that its many sophisticated and sensitive components are in good working order, and to take appropriate action if any component fails to function properly during a periodic test.

9. INDEMNIFICATION BY YOU AND DEFENSE WAIVER.

In the event any third party, other than your insurance carrier (as subrogee), makes any claim or commences any action against ALARMNET, Resideo Technologies, Inc., the network service provider, your central station or your dealer (if you are an end user), or any of their present or future officers, directors, employees, parents, subsidiaries, agents, successors, assigns, contractors, licensees or affiliates related in any manner to this Agreement, or the use, failure to use, or inability to use any wireless network service provider number regardless of cause or origin, whether based upon or due to alleged defects, acts or omissions, active or passive negligence, strict or product liability, breach of warranty or contract, libel, slander, property damage, personal injury or death, or otherwise, you agree to and shall indemnify, defend and save them harmless, jointly and severally, from and against all liabilities, losses, claims, damages and judgments, including but not limited to payment of all costs, interest, expenses and attorney's fees. You hereby waive any and all rights to interpose any claim, defense, counterclaim or third party claim against ALARMNET, Resideo Technologies, Inc., the network service provider, your central station or dealer (if you are an end user), their present or future officers, directors, employees, parents, subsidiaries, agents, successors, assigns, contractors, licensees or affiliates in the event any action is commenced against you by any third party. You acknowledge and agree that you have no property right in any account number or phone number assigned to you and that any such number can be changed from time to time. You further acknowledge and agree that Resideo Technologies, Inc., ALARMNET and the network service providers cannot guarantee the security of any wireless transmission, and will not be liable for any lack of security relating to the use of any service. Finally, you agree that you will not resell any of the wireless services provided to you pursuant to the terms hereof, except in the case of Central Station or dealer, as specifically provided in your Central Station Monitoring Agreement.

10. ACCESS TO EQUIPMENT.

Should your Equipment malfunction, it could interfere with the proper operation of the Network and other radio transmissions. Federal Communications Commission regulations may require that ALARMNET have immediate access to your Equipment in the event of emergency. Accordingly, you agree to either provide your central station monitoring company or dealer with access and hereby authorize central station monitoring company or dealer to permit ALARMNET representatives access to your premises as necessary; or, in the event of a malfunction that could affect other radio transmission, give representatives of ALARMNET immediate access on a 24 hour basis to the Equipment. ALARMNET agrees to give you the maximum notice feasible in those circumstances. ALARMNET shall have the unfettered right, without liability, to remotely disconnect your Equipment at any time in connection any Network interference, unauthorized use of or fraud on the Network, Equipment or SIM or as directed by a third party carrier.

11. WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS

ALARMNET SOFTWARE, AND ANY AND ALL ACCOMPANYING SOFTWARE, FILES, DATA AND MATERIALS, ARE DISTRIBUTED AND PROVIDED AS IS, AND THE TOTAL CONNECT SERVICES AND ALARMNET NETWORK ARE PROVIDED AS IS, AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALARMNET EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF ALARMNET SOFTWARE, TOTAL CONNECT SERVICES AND ALARMNET NETWORK REMAINS WITH YOU. FOR COMMERCIAL CUSTOMERS, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES THAT EXTEND BEYOND THE FACE HEREOF. FOR RESIDENTIAL CUSTOMERS, THERE ARE NO EXPRESS WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF, AND ALL IMPLIED WARRANTIES, OBLIGATIONS OR LIABILITIES MADE BY ALARMNET IN CONNECTION WITH TOTAL CONNECT OR ALARMNET NETWORK, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, ARE LIMITED IN DURATION TO THE EXTENT PERMITTED BY LAW TO A PERIOD OF 1 YEAR FROM THE DATE OF ORIGINAL LICENSURE OR ACCESS.

Resideo Technologies, Inc., ALARMNET and their respective service providers have no liability or responsibility whatsoever for the choice of alarm devices installed at your premises, or its installation and connection to, or the operation of your central station. You acknowledge and agree that you have no contractual relationship with any of the service providers and/or cellular and data carriers. Resideo Technologies, Inc. and the service providers have no liability or responsibility whatsoever for the ALARMNET NETWORK and/or the TOTAL CONNECT SERVICES. You acknowledge and agree that neither Resideo Technologies, Inc., ALARMNET, the service providers, your central station, nor installer is your insurer and that they shall be exempt from liability for all loss or damage which the alarm system or monitoring is designed to detect or avert. You acknowledge that you are not a third party beneficiary of any agreement between ALARMNET and any service provider, and that such third party will have no legal, equitable, or other liability of any kind to you. The service providers’ and ALARMNET's sole responsibility is to permit your connection to the ALARMNET NETWORK and the TOTAL CONNECT SERVICES. The responsibilities of your central station, installer and Resideo Technologies, Inc. relating to the alarm equipment are governed by your agreements with them. IF ALARMNET OR Resideo Technologies, Inc. OR THE SERVICE PROVIDERS SHOULD NEVERTHELESS BE FOUND LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS, DAMAGE OR INJURY ARISING UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, ON ANY BASIS WHATSOEVER, (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE), EVEN IF AS A RESULT OF THEIR NEGLIGENCE OR GROSS NEGLIGENCE, THEIR TOTAL MAXIMUM LIABILITY IS LIMITED TO AND SHALL NOT IN ANY CASE EXCEED $1,000.00 WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST THEM. IN ADDITION, IN NO EVENT SHALL ALARMNET, Resideo Technologies, Inc., THE SERVICE PROVIDERS OR THEIR RESPECTIVE PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF ALARMNET SOFTWARE, THE TOTAL CONNECT SERVICES, THE ALARMNET NETWORK OR TO YOUR RELATIONSHIP WITH ALARMNET, EVEN IF ALARMNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. NO GUARANTEE

EVEN IF THE ALARM EQUIPMENT IS TESTED REGULARLY AND THE COMPONENTS ARE OPERATING IN ACCORDANCE WITH SPECIFICATIONS, THERE CAN BE NO GUARANTEE THAT IT WILL NOT BE COMPROMISED OR CIRCUMVENTED BEFORE IT COMMUNICATES WITH THE CENTRAL STATION, OR THAT IT WILL PROVIDE ADEQUATE WARNING IN ANY GIVEN SITUATION, OR THAT IT WILL PREVENT ANY PERSONAL INJURY OR PROPERTY LOSS BY BURGLARY, ROBBERY, FIRE OR OTHERWISE. FURTHER, THERE IS NO GUARANTEE THAT THE TOTAL CONNECT SERVICES, YOUR HANDHELD DEVICE OR THE ALARMNET NETWORK WILL TRANSMIT OR RECEIVE ALL SIGNALS SENT BY OR TO YOU REGARDING THE ACTIVATION OR DEACTIVATION OF YOUR ALARM SYSTEM. Even with the extra protection of the ALARMNET NETWORK, due to the very nature of radio waves and other communications technologies, there may be times when the ALARMNET NETWORK is unable to maintain contact with subscriber Equipment, the TOTAL CONNECT SERVICES or re-transmit a message. Further, the TOTAL CONNECT SERVICES and the ALARMNET SOFTWARE are intended to operate over the internet. Neither ALARMNET nor Resideo Technologies, Inc. shall have any liability arising out of or resulting from the failure to transmit or receive any message as a result of their respective connections with or to the internet or as a result of your internet or wireless connection. You acknowledge that you have purchased internet connectivity services from a third party provider and that you hereby release ALARMNET and Resideo Technologies, Inc. from all liability resulting therefrom. It is recommended that ALARMNET subscriber communications Equipment be configured with secondary communications means, such as a digital dialer. You understand that properly installed and maintained alarm devices (including the subscriber Equipment), may only reduce the risk of a burglary, robbery, fire or otherwise occurring without providing an alarm, but it is not insurance or a guaranty that such will not occur or that there will be no personal injury or property loss as a result. CONSEQUENTLY, Resideo Technologies, Inc., ALARMNET, AND THE NETWORK SERVICE PROVIDERS SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE OR ANY OTHER LOSS BASED ON A CLAIM THAT THE EQUIPMENT FAILED TO GIVE WARNING. For all these reasons, You are responsible for maintaining appropriate caution, and insuring life and property with the types and amounts of insurance You deem appropriate.

ALARMNET does not guarantee that the ALARMNET SOFTWARE or the TOTAL CONNECT SERVICES will be compatible with all computers or handheld devices. ALARMNET requires that you fully test your device from your home prior to using any service in a live setting to ensure full compatibility. You may incur additional data, airtime or other charges and taxes from your service provider for use of your handheld device.

13. MISCELLANEOUS

You hereby acknowledge that you are duly authorized to execute and deliver this Agreement on your behalf and on behalf of those residing in, or visiting, Your premises, if applicable. This Agreement has been duly executed and delivered by You and this Agreement constitutes a legal, valid and binding obligation, enforceable against You in accordance with its terms.

ALARMNET has the right to audit your compliance with the terms and conditions of this Agreement, including without limitation, ensuring that you are not engaging in unauthorized, unlicensed use of the ALARMNET SOFTWARE, and to immediately terminate your license in this Agreement if an audit shows that you are in breach of any of the terms and conditions of this Agreement, as well as to enforce all other rights and remedies available under this Agreement or otherwise under law or at equity.

The failure of ALARMNET to enforce at any time any of the provisions of this Agreement shall not be construed to be a continuing waiver of any provisions hereunder nor shall any such failure prejudice the right of ALARMNET to take any action in the future to enforce any provisions hereunder.

It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of any provision of this Agreement by you may cause ALARMNET irreparable damage for which recovery of money damages would be inadequate, and that ALARMNET shall therefore be entitled to obtain timely injunctive relief to protect ALARMNET’s rights under this Agreement in addition to any and all remedies available at law.

Nothing contained herein shall be construed as creating any agency, employment, relationship, partnership, principal-agent or other form of joint enterprise between the parties.

The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.

This Agreement, your Subscription Agreement and ALARMNET’s and/or Resideo Technologies, Inc.’s terms and conditions of sale that accompanied your purchase of any equipment (and in the case of a ALARMNET Central Station or dealer, your Central Station Monitoring Agreement) forms the entire agreement between you and ALARMNET and Resideo Technologies, Inc. and supersede in their entirety any and all oral or written agreements previously existing between you and Resideo Technologies, Inc. and ALARMNET with respect to the subject matter hereof. This Agreement may only be amended or supplemented by a writing that refers explicitly to this Agreement and that is signed by duly authorized representatives of you and ALARMNET. The preprinted terms and conditions of any purchase order issued by you in connection with this Agreement shall not be binding to ALARMNET and shall not be deemed to modify this Agreement.

Software and technical information delivered under this Agreement is subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations, and you shall be solely responsible for obtaining any import, export, re-export approvals and licenses required for such software any technical information, and retaining documentation to support compliance with those laws and regulations.

The Equipment is programmed with information unique to you and your address. Should you move the Equipment to a new location, or sell the premises with the Equipment, in order for the Equipment to continue operating properly and maintain contact with the Network or TOTAL CONNECT SERVICES you must notify your central station monitoring company or dealer, who will provide further instructions. You must notify your central station if you are moving to terminate your Total Connect Services account.

ALARMNET and Resideo Technologies, Inc. are located in New York. This Agreement shall be deemed entered into in the State of New York and shall be governed by and construed according to the internal laws of the State of New York applicable to agreements executed and to be performed entirely within New York, without regard to conflict of law principles. Any action against any party to this Agreement shall be commenced only in the federal or state courts within the State of New York, which courts shall have exclusive jurisdiction over such actions and proceedings and the parties hereby irrevocably consent to personal jurisdiction over them by such courts.

Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be transferred or assigned by you without the prior written consent of ALARMNET. This Agreement shall be binding upon the parties and each of their present and future officers, directors, employees, parents, subsidiaries, agents, successors, assigns, contractors, licensees, affiliates, family members and guests and authorized users.

The provisions of this Agreement shall apply to the fullest extent permitted by law and be interpreted and applied to a lesser extent, where necessary to be valid. The invalidity or unenforceability of any provision of this agreement shall not affect any other provision and all such other provisions shall remain in full force and effect without change or modification thereof. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. All notices under this Agreement shall be given in writing by mail at the addresses set forth herein or as may be supplied in the future.

Yes, I have read the terms and conditions specified above, and I accept the terms of this End-User License Agreement.