1.   INHERENT LIMITATION OF SERVICES.

IN CONSIDERATION FOR THE PROVISION OF THE SERVICES, YOU ACKNOWLEDGE THAT:

A.    OUR CENTER NOR ANY OF OUR SUPPLIERS OR SUBCONTRACTORS REPRESENT ORWARRANT THAT THE SERVICES WILL PREVENT DEATH, BODILY OR PERSONAL INJURY OR ANY OTHER INJURY OR DAMAGE TO YOU OR OTHERS WHO USE THE SERVICES; YOU OR OTHERS WHO USE THE SERVICES DO NOT AND HAVE NOT RELIED UPON ANY EXPRESS OR IMPLIED REPRESENTATION BY COMPANY, OUR CENTER OR ANY OF OUR SUPPLIERS OR SUB-CONTRACTORS TO THAT EFFECT. NEITHER COMPANY NOR OUR CENTER MAKES ANY REPRESENTATION OR WARRANTY AS TO THE PROMPTNESS OF COMPANY’S OR THE CENTER’S RESPONSE AND NEITHER COMPANY NOR OUR CENTER HAVE ANY CONTROL OVER THE RESPONSE TIME OR CAPABILITY OF ANY AGENCY OR PERSON WHO MAY BE NOTIFIED AS A RESULT OF THE SERVICES BEING USED. YOU FURTHER UNDERSTAND THAT COMPANY USES ITS BEST EFFORTS IN PROVIDING

THE SERVICE, BUT NUMEROUS FACTORS EXIST WHICH MAY CAUSE OUR CENTER TO FAIL TO IDENTIFY A DETECTION EVENT AND/OR PROPERLY RESPOND TO THE RECEIPT OF AN ALERT OR EMERGENCY SIGNAL FROM SYSTEM, OR THAT THE SYSTEM OR COMPANY EQUIPMENT MAY FAIL TO FUNCTION PROPERLY. IT IS UNDERSTOOD THAT A PORTION OR ALL OF THE SERVICES RELIES UPON THE AVAILABILITY OF A NETWORK CONNECTION, GPS COVERAGE, WIRELESS INTERNET NETWORK AVAILABILITY AND/OR CELLULAR NETWORK COVERAGE TO OPERATE PROPERLY, AS WELL AS UPON THE AVAILABILITY OF SATELLITE GPS DATA, ALL OF WHICH ARE PROVIDED BY THIRD PARTIES NOT CONTROLLED BY COMPANY. YOU AGREE COMPANY’S FAILURE IDENTIFY A DETECTION EVENT AND/OR PROPERLY RESPOND TO THE RECEIPT OF AN ALERT OR EMERGENCY SIGNAL FROM SYSTEM DOES NOT CONSTITUTE NEGLIGENCE. YOU FURTHER AGREE THAT IF COMPANY OR OUR CENTER WERE TO HAVE ANY LIABILITY GREATER THAN THAT AGREED TO BY YOU PURSUANT TO SECTION 20 OF THIS AGREEMENT, WE COULD NOT AND WOULD NOT PROVIDE THE SERVICES. YOU ACKNOWLEDGE THAT YOU SHOULD OBTAIN ANY LIFE, MEDICAL OR DISABILITY INSURANCE FOR THE PROTECTION OF YOURSELF AND OTHERS WHO MAY USE THE SERVICES. YOU UNDERSTAND THAT THERE ARE ALTERNATIVES AVAILABLE TO YOU SUCH AS 911 EMERGENCY TELEPHONE SERVICE AND YOU HAVE SELECTED THIS SERVICE WITH A FULL UNDERSTANDING OF ITS LIMITATIONS, AND THE LIMITATION OF OUR LIABILITY SET FORTH IN SECTION 20.

B.    Subscriber further acknowledges and agrees that:

(i)    A Company representative has explained the full range of services available to Subscriber;

(ii)   Additional services beyond the Services described above may be available and may be obtained at an additional cost to Subscriber;

(iii)  Subscriber has contracted only for the Services described in this Agreement;

(iv)  Company has not attempted to induce Subscriber to abrogate any existing, valid contractual agreement with any other monitoring service provider;

(v)   Signals may not be transmitted if the telephone line or other mode of transmission is inoperable or interfered with;

(vi)  A detection may not be transmitted if electricity is cut and a backup battery, if any, is low or dead;

(vii) Company is not responsible for interruption of Services due to strikes, riots, flood, fire or act of God or any other cause beyond the control of Company including interruption of carrier and leased line services and shall not be required to supply Services while such interruptions continue;

(viii)          Subscriber has obtained and will maintain any liability, property and other insurance on themselves, their employees, agents, guests, the Premises and its contents as Subscriber deems reasonable and necessary, taking into account Sections 10 and 20 of this Agreement.

(ix)  Company has no control over the response time or capability of any Responder who may be notified as a result of the Services. A Responder is defined as any law enforcement, fire department, or other first responder that would be responsive to Detection Event (defined below). You further understand that the System may fail to operate properly. You further acknowledge that our Center shall not be obligated to perform the Services during any time when the System is inoperative.

C.    Subscriber hereby authorizes, directs and empowers Company, its agents or assigns:

(i)    To make connection between the System and Company Equipment and in so doing to make inspections, tests and require repairs as needed (and an additional charge may apply);

(ii)   Upon cancellation of the Services, or in the event Subscriber fails to make the payment agreed to in this Agreement, at its option, disconnect Company Equipment from the System and suspend or discontinue all Services, including but not limited to monitoring, and/or render the dialer inoperable on Subscriber-owned Systems, without liability to Company, its agents or employees for any damages to the Premises or Subscriber’s property. The disconnection of Company Equipment under such conditions shall not be held to constitute a waiver of the rights of Company to collect any charges which may have or would have accrued under this Agreement. Company shall make reasonable efforts not to damage the System upon such disconnection, but Company shall not be obligated to repair any portion of the System due to the disconnection. Subscriber authorizes Company to record all telephone calls with the Central Station.

2.   MODIFICATION. In order to be effective, any modification of this Agreement (including the Scope of Work) must be in writing and signed by an authorized representative of Company and by the Subscriber or its authorized representative. In the event of modification, all original terms of this Agreement shall remain in full force and effect, unless otherwise specifically set forth in the written modification.

3.   COMPANY’S RESPONSIBILITY.

A.    Emergency. The Company agrees to use best efforts upon receipt of a signal which in the reasonable judgment of the Company is a monitored detection signal requiring response by emergency authorities, to attempt to transmit that information promptly to the appropriate emergency authorities and to attempt to notify the Subscriber or his designated representative by telephone. Subscriber acknowledges that some governmental

agencies place conditions or restrictions on their dispatch of emergency service providers based upon factors including false alarm violation status and registration status and that the Company cannot guarantee that emergency response providers will be dispatched should a detection signal be received.

B.    Non-Criminal Activity. If the Company receives a signal which in the reasonable judgment of the Company is a monitored detection signal which may appropriately be responded to by a private security or patrol service provider and if Subscriber has elected to include Contact Security for Non-Criminal Activity in its Schedule of Protection, the Company agrees to use best efforts to attempt to transmit that information promptly to the private security or patrol service provider previously selected by Subscriber and to attempt to notify the Subscriber or his designated representative by telephone. Subscriber acknowledges and agrees that the responding security or patrol service provider, whether designated by Subscriber or selected by Subscriber from one or more providers identified by the Company, shall be solely responsible for the timeliness and nature of the response to such notification and that the Company cannot guarantee

(i) that such provider will be dispatched or (ii) the result of such dispatch. The provisions of Section 20 of this Agreement shall apply fully to the response to any signal referred to in this Section 12.

4.   SUSPENSION OR CANCELLATION; FORCE MAJEURE. This

Agreement may be suspended or canceled without notice and without liability or penalty, at the option of Company, in the event Company’s Center, connecting wires or other Company Equipment are destroyed by fire or other casualty, or so substantially damaged that it becomes impractical to continue Service or in the event that Company is unable to retain or service the connections or privileges necessary for the transmission of signals between Subscriber’s System and Company’s Center. In addition, Company shall not be held responsible for any loss, damage, delay or for non-performance due to causes not reasonably within its control, including but not limited to acts of civil or military authority (e.g., courts or administrative agencies), acts of God, war, riot or insurrection, terrorism, inability to obtain any required permits or licenses to the extent not caused by Company’s acts or omissions, sabotage, material shortages, interruption of telephone or data services, fires, hurricanes, floods, strikes, lockouts or any other labor disputes or difficulties.

5.   DEFAULT. The parties acknowledge that, in consideration of the Subscriber’s promise to make the payments as agreed hereunder throughout the Term and to otherwise fulfill the Subscriber’s obligations it is agreed that in the event that the Subscriber defaults in the performance of any of the terms and conditions of this Agreement including the failure to make any undisputed payment as agreed herein, and, if breach is curable, fails to cure such breach within fourteen (14) days after receipt of notice of such breach, Company may terminate this Agreement and an amount equal to the Termination Fee (calculated as if Subscriber had given notice of cancellation under Section 5(b), above, on the date of such default) shall become immediately due and payable as agreed upon liquidated damages and not as a penalty. Subscriber acknowledges that Company reasonably relies on Subscriber’s commitment to the terms of this Agreement for the then entire Term, and that the amounts described above bear a reasonable relationship to and are

not plainly or grossly disproportionate to the probable loss to be incurred by Company upon Subscriber’s default. In addition to the liquidated damages, Subscriber shall remain responsible for all past due charges hereunder and, if Subscriber fails to pay such past due charges and Company must engage outside counsel to recover such past due charges, further agrees to reimburse Company its reasonable attorney’s fees and costs incurred in the collection of past due amounts. In addition

to the foregoing, in the event that the Subscriber fails to make any payment to Company when due, or is otherwise in default hereunder, Company may, in its sole discretion, immediately cease all Services provided under this Agreement including but not limited to monitoring and notification services without notice to and without liability of any kind to the Subscriber. Subscriber may, by written notice, immediately terminate all or any portion of this Agreement for default if Company breaches any obligation hereunder and, if breach is curable, fails to cure such breach within fourteen (14) days after receipt of notice of such breach. Notwithstanding the foregoing, the defaulting party will remain liable to the non-defaulting party for any damages incurred by the non-defaulting party due to the default even if such default is cured.

6.   ASSIGNMENT. Either party may assign its rights or delegate its responsibilities under this Agreement, but only upon written consent of the other party, whose consent shall not be unreasonably withheld.

7.   GENERAL. This Agreement constitutes the final and entire agreement between the parties and may not be modified or amended except in writing signed by both parties. Subscriber acknowledges that it has read and understood this entire Agreement; that it has received a copy of this Agreement; that there are no verbal representations or understandings on which Subscriber is relying or changing or modifying any of the terms of this Agreement; and that, if signing on behalf of or as agent for a corporation or other entity, it is fully authorized to sign on behalf of such entity. Should there arise any conflict between this Agreement and Subscriber’s purchase order or any other document, this Agreement will govern, whether such purchase order or document is prior to, subsequent to or purports to govern or supersede this Agreement. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. The terms set forth in Sections 6, 9, 10, 14, 17, 20 and 24 shall survive the termination and cancellation of this Agreement. As used herein, the terms “you” and “your” shall be construed as referring to Subscriber and Owner and “us” and “our” shall be construed as referring to Company. Time is expressly made of the essence with respect to each and every provision of this Agreement.

8.   ATTORNEYS’ FEES, GOVERNING LAW, JURISDICTION, VENUE,

JURY TRIAL. Except as otherwise provided in this Agreement, in connection with any litigation, including appellate and bankruptcy proceedings, arising out of or related to this Agreement, the prevailing party shall be entitled to recover, in addition to all other amounts, its reasonable attorneys’ fees and costs incurred in connection with such litigation. The parties agree that the State Courts of Arizona shall have exclusive jurisdiction and, unless waived in writing by Company, venue shall lie exclusively in Maricopa County, Arizona, in connection with any litigation arising out of or related to this Agreement or the Services rendered by Company hereunder. This Agreement shall be construed in accordance with the internal laws of the State of Arizona without regard to its conflict of laws principles. THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER SUCH ACTION IS IN CONTRACT, TORT OR OTHERWISE.

9.   WARRANTY. Company warrants to Subscriber that the Services will be performed: (i) in a professional and workman like manner and otherwise in accordance with prevailing industry standards; (ii) by personnel that have the requisite skills, expertise,

experience and training necessary to perform such Services; and (iii) in accordance with the requirements of this Agreement and all applicable present and future laws, regulations, ordinances, orders, decrees and requirements applicable to performance of the Services. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, COMPANY MAKES NO GUARANTEES OR WARRANTIES OF ANY KIND RELATING TO OUR SERVICES AND EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

10.          COMPANY NOT INSURER. You understand and agree that Company is not an insurer of the Premises, property or the personal safety of any person at the Premises and that you are solely responsible for providing any insurance on you, your employees, agents and guests, your Premises and its contents. You understand and agree that (i) the amount you pay to Company is based solely only on the value of the Services we provide and not on the value of you or your premises or its contents, (ii) it is difficult to determine in advance the value of any personal injury or death or the property that might be lost, stolen or destroyed if our Services fail to operate properly and it is difficult to determine in advance what portion, if any, of any property loss, personal injury or death would be proximately caused by a Detection Event. You further understand that the amounts being charged by us are not sufficient to guarantee that no loss will occur.

11.          INDEMNIFICATION AND LIMITATION OF LIABILITY.

Company will indemnify and hold Subscriber, its respective principals, agents, affiliates, directors, partners, representatives, members, officers, managers, employees, trustees and beneficiaries harmless from damage, loss, injury, liability and expense including legal fees and disbursements (each, a “Loss”) for claims arising from Company’s breach of any representation, warranty or covenant set forth in this Agreement (each, a “Breach by Company”). Notwithstanding anything to the contrary herein, the foregoing hold harmless obligation will not apply to any Loss arising from or due to, directly or indirectly, occurrences or the consequences that the Service is intended to detect, avert or record (collectively, “Detection Events”). It is understood and agreed that third party or direct Subscriber claims or lawsuits arising from such Detection Events will be governed by Section 20.

COMPANY’S SERVICES DO NOT CAUSE AND CANNOT ELIMINATE OCCURRENCES OF THE EVENTS THEY ARE INTENDED TO DETECT OR AVERT.  COMPANY MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES, SYSTEMS OR EQUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM. ACCORDINGLY, COMPANY DOES NOT UNDERTAKE ANY RISK THAT SUBSCRIBER’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 SUBSCRIBER AND NOT COMPANY. INSURANCE, IFANY, COVERINGSUCHRISKSHALLBEOBTAINED BY SUBSCRIBER. COMPANY SHALL HAVE NO LIABILITY FOR LOSS, DAMAGE OR INJURY DUE DIRECTLY OR INDIRECTLY TO DETECTION EVENTS, AND IN THE EVENT OF ANY SUCH LOSS, INJURY OR DAMAGE: (A) SUBSCRIBER SHALL LOOK EXCLUSIVELY TO ITS INSURER AND NOT TO COMPANY TO PAY SUBSCRIBER; AND (B) SUBSCRIBER RELEASES AND WAIVES FOR ITSELF AND ITS INSURER ALL SUBROGRATION AND OTHER RIGHTS TO RECOVER FROM COMPANY ARISING

AS A RESULT OF PAYING ANY CLAIM FOR SUCH LOSS, SUFFERED OR INCURRED BY SUBSCRIBER OR ANOTHER PERSON. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 20 IN ITS ENTIRETY, COMPANY IS FOUND LIABLE FOR ANY LOSS DUE TO A DETECTION EVENT, ITS LIABILITY SHALL BE LIMITED, IN THE AGGREGATE, TO A SUM EQUAL TO THE ANNUAL SERVICE CHARGE, AS AGREED UPON DAMAGES AND NOT AS A PENALTY, AS SUBSCRIBER’S SOLE REMEDY. THE PARTIES AGREE TO SUCH A LIMIT OF LIABILITY BECAUSE, AS NOTED ABOVE, COMPANY IS NOT AN INSURER IN RESPECT OF DETECTION EVENTS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY.

12.          BLUE PENCIL. In the event any term or condition set forth herein is found to be unenforceable for any reason whatsoever, the remainder of the agreement and each term shall continue in full force and effect. If the duration of, the scope of or any business activity covered by any provision of this Agreement is in excess of what is determined to be valid and enforceable under applicable law, such provision shall be construed to cover only that duration, scope or activity that is determined to be valid and enforceable. Subscriber hereby acknowledges that this Agreement shall be given the construction that renders its provisions valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable law.

13.          CONFIDENTIALITY. (a) During the Term, each party (a “Disclosing Party”) may disclose, or each party (a “Receiving Party”) may obtain access to certain valuable, confidential, and proprietary information or materials from the Disclosing Party related to the Disclosing Party’s business (“Information”). Information is deemed to include, without limitation, the terms of this Agreement, the materials and all information and data obtained directly or indirectly from the Disclosing Party in connection with this Agreement, such as photographs, videos, specifications, samples, designs, trade secrets, patents, financial data or other information. The Receiving Party acknowledges the confidential character of the Information and agrees that all such Information is the sole and exclusive property of the Disclosing Party. Accordingly, the Receiving Party agrees to hold all Information it obtains from or about the Disclosing Party in strictest confidence, not to reproduce any of the Information without the Disclosing Party’s prior written consent, not to use such Information, other than for the performance of the Services or as otherwise provided in this Agreement, and to cause its Parent Corporation, Affiliates, employees, professionals or subcontractors to whom such Information is transmitted to be bound by obligations of confidentiality no less restrictive than those to which the Receiving Party is bound. The Receiving Party will not communicate the Disclosing Party’s Information in any form to any third party without the Disclosing Party’s prior written consent, other than for the performance of the Services or as otherwise contemplated by this Agreement. In the event of any violation of this Section, the Disclosing Party will be entitled to seek preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy will be in addition to any other rights or remedies to which the Disclosing Party may be entitled. For purposes of this Agreement, Information will also be deemed to include, without limitation, the confidential and proprietary information of any entity owning all or a majority of the Disclosing Party’s outstanding corporate stock or other ownership interests (“Parent Corporation”) and of any entity a majority or all of whose corporate stock or other ownership interests is owned, directly or indirectly, by the Parent Corporation (“Affiliate”), whether such Information is provided to the Receiving Party by the Disclosing Party, the Parent Corporation or any Affiliate. (b) The foregoing will not apply to

Information that: (i) is or becomes generally available to the public through no wrongful act of the Receiving Party; (ii) the Receiving Party can show by written records in such party’s files that such Information was in the Receiving Party’s possession without any confidentiality obligation prior to disclosure by the Disclosing Party (iii) the Receiving Party at any time lawfully obtains from a third party under circumstances permitting its disclosure; (iv) is compelled to be disclosed pursuant to the lawful requirement of a governmental agency or required by operation of law; provided that the Receiving Party promptly notifies the Disclosing Party of such demand and otherwise complies with the provisions of Section 8 of this Agreement; or (v) the Receiving Party independently develops without reliance upon or use of the Disclosing Party’s Information.(c) The obligations of the parties as set forth in this Section 22 will survive the expiration or earlier termination of this Agreement.

14.          SUBCONTRACTORS. Company may not have any of the Services performed by subcontractors unless Subscriber’s prior written consent is obtained.

15.          INDEPENDENT CONTRACTOR. The parties intend that an independent contractor relationship will be created by this Agreement. Subscriber is interested only in the results of Company’s work and will not exercise any control over the conduct or supervision of the Services or the means of its performance. Accordingly, Company will have full responsibility for the payment of all federal, state, and local taxes or contributions imposed pursuant to unemployment insurance, social security, income taxes, and workers’ compensation statutes, or any other similar statute and Company will be responsible solely for any liability resulting from the acts, omissions, or negligence of Company or its agents, employees, or subcontractors arising out of the performance of the Services.

16.          NO AGENCY. Company does not have, nor will hold itself out as having, any right, power or authority to create any contract, obligation or other liability, either express or implied, that is binding upon Subscriber.

17.          NO MEDIA RELEASES OR PUBLICATION. Without the prior

written consent of the other party, each party agrees not to: (a) advertise or publish in any manner that it has contracted with the other party; or (b) use the name or logo of the other party.

18.          WAIVER. The failure of a party at any time to require performance by the other party of any provision of this Agreement will in no way affect that party’s right to enforce such provision, nor will the waiver by a party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.

19.          EXHIBITS. All exhibits described in this Agreement will be deemed to be incorporated in and made a part of this Agreement, except that if there is any inconsistency between this Agreement and the provisions of any exhibit, the provisions of this Agreement will control. Terms used in an exhibit and in this Agreement will have the same meaning.

20.          COUNTERPARTS. This Agreement may be signed in multiple counterparts, each of which will be an original and all of which will together constitute only one agreement. The transmission of a signed counterpart of this Agreement by facsimile or other electronic means (e.g., .pdf) will have the same force and effect as delivery of an original signed counterpart of this Agreement and will constitute valid and effective delivery for all purposes of this Agreement.