Terms of Service
1. SALE AND INSTALLATION. Good Neighbor Tech, LLC will sell equipment (the “GNT Equipment”) identified above.
Company will NOT be responsible for full installation, and is not responsible for repairing or restoring any damage, or repainting or
redecorating the Premises, necessary for, or caused by, the installation.
2. AUTOMATIC RENEWAL OF TERM OF SUBSCRIPTION PLANS. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, AFTER THE TERM SELECTED ABOVE FOR THE SUBSCRIPTION PLANS EXPIRES, THE SUBSCRIPTION
PLANS WILL AUTOMATICALLY AND CONTINUOUSLY RENEW AT THE THEN CURRENT MONTHLY RATES FOR THE
SAME TERM THAT WAS SELECTED. IF THE RENEWAL TERM IS NOT PERMITTED UNDER APPLICABLE LAW, AFTER
THE TERM EXPIRES, THE SUBSCRIPTION PLANS WILL AUTOMATICALLY AND CONTINUOUSLY RENEW ON A MONTHTO-
MONTH BASIS (“MONTH-TO-MONTH RENEWAL”). CUSTOMER ALWAYS HAS THE RIGHT TO STOP A RENEWAL
TERM OR MONTH-TO-MONTH RENEWAL, AS THE CASE MAY BE, BY SENDING WRITTEN NOTICE TO THE COMPANY
AT THE ADDRESS IN THIS EXHIBIT A AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE TERM, A RENEWAL TERM,
OR ANY MONTH-TO- MONTH RENEWAL, AS THE CASE MAY BE.
3. LIMITATION OF COMPANY’S LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF
COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT OR WARRANTY,
NEGLIGENCE OF COMPANY, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION, CONTRIBUTION, OR
ANY OTHER THEORY OF LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, THE GNT EQUIPMENT OR
SUBSCRIPTION PLANS, GNT FINANCE PLANS, COMPANY’S MAXIMUM LIABILITY WILL BE LIMITED TO THE GREATER
OF (I) THE TOTAL CHARGES FOR THE GNT EQUIPMENT, EXCLUSIVE OF ANY TAXES; OR (II) THE ANNUALIZED
CHARGES FOR SUBSCRIPTION PLANS, EXCLUSIVE OF ANY TAXES, AND THIS LIABILITY SHALL BE EXCLUSIVE.
COMPANY MAY ASSUME A GREATER LIABILITY, BUT ONLY FOR AN ADDITIONAL CHARGE TO BE AGREED UPON BY
CUSTOMER AND COMPANY IN WRITING. THIS LIMITATION OF LIABILITY SPECIFICALLY COVERS LIABILITY FOR,
AMONG OTHER DAMAGES, DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY
AND LOSS OF LIFE. THROUGHOUT THIS AGREEMENT, THE COMPANY IS DEFINED TO INCLUDE ITS EMPLOYEES, AND
SUBCONTRACTORS. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY GROSS NEGLIGENCE,
RECKLESSNESS, WILLFUL, WANTON, OR INTENTIONAL MISCONDUCT OF THE COMPANY.
4. WAIVER OF SUBROGATION. Customer agrees to obtain and maintain appropriate insurance coverage to protect the Customer
against risks of loss. To the fullest extent permitted by applicable law and not prohibited by the applicable policy or policies of insurance,
Customer hereby releases Company from all liability for any loss, occurrence, event or condition covered by Customer’s insurance.
5. LIMITED WARRANTY. For twelve (12) months from the completion of installation of the GNT Equipment, Company warrants
that if any of the GNT Equipment does not work because of a defect or ordinary wear and tear, Company will replace that part at no charge.
Company will NOT be responsible for installation costs This Limited Warranty does not cover batteries, and does not apply if the GNT
Equipment has been damaged by Customer, accidents, power surges, misuse, vandalism, improper maintenance, unauthorized changes or
acts of God (such as fires, earthquakes, floods, tornadoes, etc.). This Limited Warranty is the only warranty Company makes. NO
EXPRESS OR IMPLIED WARRANTIES EXTEND BEYOND THE FACE OF THIS AGREEMENT. THE COMPANY MAKES NO
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY AND ALL SUCH
WARRANTIES BEING EXPRESSLY WAIVED UNDER THIS AGREEMENT. Company will only provide Limited Warranty service
if Customer notifies Company of a need for service. Once notified, Company will service the GNT Equipment as soon as it reasonably
can. Company is not responsible for any loss of damage after a limited warranty service request has been made and before service is
6. THIRD PARTY INDEMNIFICATION. THIS AGREEMENT IS INTENDED ONLY FOR THE CUSTOMER’S BENEFIT.
THEREFORE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES TO INDEMNIFY,
DEFEND, RELEASE AND HOLD THE COMPANY HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS
AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST THE COMPANY ARISING FROM OR
RELATING TO THIS AGREEMENT, THE GNT EQUIPMENT OR THE SUBSCRIPTION PLANS (A “THIRD PARTY ACTION”)
OR FINANCE PLANS; AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGMENTS
(INCLUDING PAYMENT OF ATTORNEYS’ FEES AND COSTS OF THE COMPANY INCURRED BY, ASSESSED OR FOUND
AGAINST, OR MADE BY THE COMPANY RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD
PARTY RELATED LOSSES”), EVEN IF SUCH THIRD PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM
THE NEGLIGENCE OF THE COMPANY, BREACH OF CONTRACT OR WARRANTY OR CONDITION, STRICT LIABILITY OR
OTHER FAULT OR WRONGDOING OF THE COMPANY. THIS INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO
ANY (I) GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL, WANTON, OR INTENTIONAL MISCONDUCT OF THE
COMPANY; OR (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY AN EMPLOYEE PERFORMING ANY
OF THE PURCHASED SUBSCRIPTION PLANS. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE ANY PERSON OR
ENTITY WHO DID NOT SIGN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, A SPOUSE, FAMILY MEMBER,
GUEST, NEIGHBOR, TENANT, EMPLOYEE OR INSURANCE COMPANY. THE INDEMNIFICATION OBLIGATIONS
HEREUNDER SHALL NOT BE AFFECTED OR DIMINISHED BY ANY STATUTORY OR CONSTITUTIONAL IMMUNITY
CUSTOMER MAY ENJOY FROM, OR RELATED TO ANY THIRD-PARTY ACTION BY CUSTOMER’S OWN EMPLOYEES OR
RECOVERY UNDER WORKER’S COMPENSATION INSURANCE OR LAWS.
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7. CUSTOMER AGREEMENTS AND UNDERSTANDINGS. Customer has the authority to sign this Agreement and in doing so
will not violate any other agreement. Customer understands that the GNT Equipment is designed to reduce, but not eliminate, certain risks.
Company does not guaranty that the GNT Equipment will prevent personal injury, property damage, or unauthorized entrances into the
Premise. Customer understands and agrees that any subcontractor retained by Company (including, without limitation, Good Neighbor
Tech LLC), are independent contractors and independent operating companies. There is no partnership, joint venture, employer/employee,
master/servant, or other similar relationship between them. Customer agrees to pay Company its charges on a per- call time and materials
basis for any service to the GNT Equipment not covered by the Limited Warranty in this Agreement or a purchased Subscription Plan.
Unless otherwise agreed to in writing between the Customer and the Company, all of Customer’s duties and obligations under this
Agreement continue even if the Customer sells or leaves the Premises. Customer agrees to register the GNT Equipment, if required by the
local county, township or municipality.
8. REMEDIES. IF CUSTOMER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, COMPANY MAY
TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO THE CUSTOMER AND RECOVER FROM THE CUSTOMER
ANY AND ALL AMOUNTS PERMITTED UNDER APPLICABLE LAW, WHICH MAY INCLUDE, WITHOUT LIMITATION, (I)
ALL AMOUNTS THEN DUE AND OWING; (II) THE FULL AMOUNT OF ANY LABOR PERFORMED AND GNT EQUIPMENT
INSTALLED AT THE PREMISES, (III) THE FULL COST OF ANY ORDERED GNT EQUIPMENT THAT CANNOT BE RETURNED
BY THE COMPANY, OR IF THE GNT EQUIPMENT CAN BE RETURNED, ANY RESTOCKING OR OTHER FEE REQUIRED TO
BE PAID BY THE COMPANY; (IV) COMPANY’S REASONABLE PROFITS FOR THE REMAINING UNPERFORMED
INSTALLATION AND GNT EQUIPMENT SALE; AND (V) SEVENTY-FIVE PERCENT (75%) OF THE MONTHLY FEE FOR THE
SUBSCRIPTION SERVICES FOR THE REMAINING UNEXPIRED TERM. FURTHER, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, THE COMPANY SHALL BE ENTITLED TO RECOVER ITS REASONABLE COLLECTION COSTS,
INCLUDING ATTORNEYS’ FEES, IN THE EVENT IT IS DEEMED TO BE THE PREVAILING PARTY IN ANY LAWSUIT TO
ENFORCE ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT. THE FOREGOING REMEDIES ARE CUMULATIVE AND
ANY OR ALL OF THEM MAY BE EXERCISED, IN THE SOLE DISCRETION OF THE COMPANY, TO FULLEST EXTENT
PERMITTED BY APPLICABLE LAW. If Company waives any
default, Company is not waiving other defaults. Any waiver by Company must be in writing. Any default by the Customer under any
other agreement between the Customer and the Company, shall be deemed a cross-default under this Agreement.
9. INTEREST. All invoices from Company are due within ten (10) days of receipt, unless otherwise stated in writing. If Customer is
more than twenty (30) days late with payment, Company may charge Customer interest at the rate of fifteen percent (15%) per annum, or
the maximum amount permitted by applicable law, if less.
10. ASSIGNMENTS/SUBCONTRACTORS. Customer may not assign this Agreement without Company’s prior written consent.
Company may not assign or sell this Agreement, in whole or in part, without the prior written consent of Good Neighbor Tech LLC, which
consent may be granted or denied in its sole and absolute discretion. COMPANY MAY SUBCONTRACT, IN WHOLE OR IN PART,
THE PROVISION OF THE PURCHASED SUBSCRIPTION PLANS TO Good Neighbor Tech LLC WITH THE PRIOR WRITTEN
CONSENT AND, IF SO SUBCONTRACTED, Good Neighbor Tech LLC WILL HAVE THE RIGHT TO ENFORCE, AND RECEIVE
THE BENEFIT OF, ALL TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LIMITATION OF COMPANY’S
LIABILITY, THIRD PARTY INDEMNIFICATION, AND WAIVER OF SUBROGATION.
11. MUTUAL JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND CUSTOMER
BOTH GIVE UP THE RIGHT TO A JURY TRIAL.
12. PRICE QUOTES. Any price quotes provided by the Company are valid for thirty (30) days from the date of the price quote.
Thereafter, the Company reserves the right, in its sole discretion, to withdrawal the price quote or modify it.
13. GNT EQUIPMENT RETURNS. The Company will not accept any returns of any GNT Equipment that has been installed. With
respect to GNT Equipment sold, but not yet installed, the Company, in its sole discretion, may accept returns on the condition that:
(i) the Customer first obtain prior written authorization from the Company to return the GNT Equipment, which authorization may be
granted or denied in the sole discretion of the Company; and (ii) the Customer promptly pays to the Company a thirty-percent (30%)
restocking fee for any returned GNT Equipment.
14. USE OF COMMUNICATIONS. The Customer hereby consents to the Company (and Good Neighbor Tech, LLC) intercepting,
recording, retrieving, reviewing, copying, disclosing and using, for the limited and exclusive purpose of providing the purchased
Subscription Plans, the contents of all telephone, video, electronic and other transmissions of communication.
15. CONSENT TO REMOTE ACCESS. The Customer hereby consents to the Company (and Good Neighbor Tech, LLC) remotely
accessing the Customer’s computer system for the limited purpose of providing the purchased Subscription Plans, which can so be performed
remotely by the Company (“Remote Access Authorization”). Such service may include, without limitation, programming, adding and
deleting users, firm ware upgrades, troubleshooting, testing and repairing (the “Remote Services”). Except for purposes of performing the
Remote Services, the Company (nor Good Neighbor Tech, LLC) shall not remotely or otherwise access any computer system of the
Customer, or exceed the scope of the Remote Access Authorization granted herein.
16. MALWARE VULNERABILITY NOTICE AND WAIVER. GNT Equipment that relies on wireless or internet connections, or are
connected to a network of any kind (such as security systems, communications equipment, cameras, wireless radios, access control, cloud
storage, NAS storage, DVRs, NVR and other kinds of networkable security and other devices) may not be secure and may be exploited or
hacked by malware and spyware variants (“Malware Vulnerabilities”). Malware Vulnerabilities may provide a gateway for a person with
malicious intent the capability to arm or disarm your system or related equipment; view, extract, change, destroy, steal, disclose or alter your
data, or the data of others; monitor and/or spy on your activities and the activities of others; cause internet and network outages; provide for
unintended or unauthorized access by others to your network, or the network of others; and otherwise place people, property or data at risk.
The Company assumes no liability whatsoever for any Malware Vulnerabilities and, to the fullest extent permitted by applicable law,
Customer agrees to release and hold the Company harmless from any Malware Vulnerabilities and any related loss or damage of any kind or
sort, even if caused by any breach of contract or negligence of any kind or degree of the Company (the “Malware Vulnerability Release”).
If the Malware Vulnerability Release is not enforceable under applicable law for any reason, then the LIMITATION OF COMPANY’S
LIABILITY in PARAGRAPH 3 hereof shall apply to any losses or damages, of any kind or sort, arising from, or related to, Malware
17. FORCE MAJEURE. The purchased Subscription Plans shall immediately stop, without prior notice, in the event of (i) the telephone
lines, network, other communications equipment, software, or facilities of the Company or Good Neighbor Tech, LLC are destroyed,
damaged, or are rendered inoperable; or (ii) war, terrorism, fire, flood, extreme weather, accident, explosion, governmental or court order,
strike, lockout or other labor troubles or any other cause beyond the reasonable control of the Company and Good Neighbor Tech, LLC,
for the duration of the interrupted service.
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18. RELIABILITY OF SERVICES FOR SUBSCRIPTION PLANS. You acknowledge that some of the services for the Subscription
Plans are dependent for proper functioning on, among other things, the transmission of data through a wi-fi network, cellular network
router, enabled wireless devices and/or broadband internet access, which are not error-free or 100% reliable and which may be interrupted,
delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and
access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels,
system capacity, upgrades, repairs or relocations, and priority access by emergency responders (collectively “Service Interruption(s)”).
Customer understands that Service Interruptions may result in the services for the purchased Subscription Plans being unreliable or
unavailable for the duration of the Service Interruption. Customer further understands that the services for the purchased Subscription
Plans may be suspended temporarily without notice for security reasons, system failure, Service Interruptions, maintenance and repair, or
other circumstances, and Customer agrees that no refund or rebate will be issued for any such suspension.
19. MISCELLANEOUS. This Agreement contains the entire understanding between Customer and Company relating to the subject
matter hereof, and replaces any earlier discussions, agreements, proposals, purchase orders or contracts. This Agreement cannot be changed
except by a writing signed by Customer and Company. If any provision of this Agreement is found to be invalid, the remaining provisions
are still effective. The laws of the State of where the Premises is located shall govern this Agreement., without regard to the conflict of
law principles thereof. EXCEPT FOR SUBCONTRACTORS AND ASSIGNEES UNDER SECTION 10 ABOVE, THERE ARE NO
THIRD-PARTY BENEFICIARIES TO THIS AGREEMENT. This Agreement is not binding on the Company until the earlier of: (i)
Company signs this Agreement; or (ii) installation or services are commenced under this Agreement.