Thank you for selecting Comtex to supply and install a CCTV and/or Access Control System (“System”). Please review this Terms and Conditions Agreement (“Agreement”) thoroughly because they regulate the installation and service of your system and it applies to all future transactions with Comtex Inc., including but not limited to purchases, programming, repairs, and installations. This Agreement is a legal agreement between Comtex, Inc., (“Comtex” or “We” or “Our”) and Your Company, (“Client” or “You” or “Your”). Comtex and Client may be individually referred to as a “Party” or collectively as the “Parties.” The Descriptive CCTV and/or Access Control Proposal (“Contract”), that You signed, describing the equipment, installation and cost of Your System, is expressly incorporated herein and constitutes part of this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and are representing to Comtex that You have the authority to bind such Entity and its affiliates to this Agreement. ALL CCTV, VIDEO SURVEILLANCE, AND ACCESS CONTROL SYSTEMS, PRODUCTS, EQUIPMENT, CABLING, ACCESSORIES, REMOTE SUPPORT, PROGRAMMING, SOFTWARE, REPAIR AND SERVICES SUPPLIED, SOLD, DEPLOYED, RELOCATED OR INSTALLED BY COMTEX ARE SUBJECT TO THE FOLLOWING TERMS & CONDITIONS. I. DISCLAIMERS Any System installed by Comtex is designed to reduce the risk of loss or damage to or at Your premises so far as this can be done by the use of these systems. However, regardless of whether Your System is working properly or not, We do not guarantee that it will deter, prevent or capture illegal activity. We do not guarantee that the equipment cannot be removed, tampered with or made to stop working by You or any unauthorized person. We do not guarantee that it will not fail to record or require service at some point. We do not guarantee that it will secure your property, belongings or people on or near your property. Comtex does not warrant or represent that that the operation of Your System will be uninterrupted or error free. Comtex does not act and shall not be deemed to act as an insurer of Your property or the contents contained therein. Comtex does not provide a warranty that by virtue of the installation of one or more types of systems, the property, people or contents contained therein are completely secure or safe. Comtex does not sell or install burglar alarms and does not provide burglar or alarm monitoring services. You may contact a vendor who supplies and installs burglar alarms that may compliment Your System. Comtex shall have no liability in contract or tort for any loss suffered and in particular, we do not accept any liability whatsoever for any consequential loss or damage (including loss of earnings or profits or anticipated profits) which may arise from any malfunction or defect of any System. Should any of the above occur, Comtex is not responsible for any losses you may suffer directly or indirectly. A. DISCLAIMER OF WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH IN YOUR CONTRACT AND THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SYSTEM INSTALLED BY COMTEX IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMTEX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE SPECIFICALLY AND WITHOUT LIMITING THE FOREGOING IN ANY WAY, COMTEX SPECIFICALLY DISCLAIMS ANY WARRANTY: (i) THAT ANY PRODUCT OR SOFTWARE WILL MEET ANY PARTICULAR REQUIREMENTS; OR (ii) THAT THE SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECTS IN THE SYSTEM OR SOFTWARE WILL BE CORRECTED; THE PARTIES AGREE, AND IT IS THEIR INTENTION, THAT IN NO EVENT SHALL ANY WARRANTY PROVIDED BY LAW APPLY UNLESS REQUIRED TO APPLY BY APPLICABLE STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. TO THE EXTENT THAT COMTEX CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. B. LIABILITY DISCLAIMER TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMTEX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR PARTNERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, REPUTATIONAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (1) DAMAGES FOR LOST OR ANTICIPATED PROFITS, LOSS OF USE, BUSINESS, OR GOODWILL; (2) LOSS OR CORRUPTION OF DATA, EQUIPMENT, OR PRODUCTS; (3) COST OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (4) LOST OPPORTUNITY; (5) ANY OTHER INTANGIBLE LOSSES, EVEN IF COMTEX WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR ARISING OUT OF THE USE OF ANY GOODS OR SERVICES PROVIDED BY COMTEX WHETHER IN ANY OF THE FOREGOING, HOWEVER CAUSED, ARISING UNDER WRITTEN OR ORAL CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF COMTEX HAS BEEN INFORMED IN ADVANCE OR COULD HAVE REASONABLY FORESEEN SUCH COSTS, DAMAGES OR LOSSES. IF ANY LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN COMTEX’S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED $500.00. THE LIMITATION OF LIABILITY SET FORTH IN THIS SUB-SECTION DOES NOT APPLY TO LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW. THIS SECTION SHALL NOT DISCLAIM, LIMIT, OR CAP CLIENT’S OBLIGATION TO PAY ANY FEES OR CHARGES OR OTHER AMOUNT OWED TO COMTEX OR ANY DAMAGES TO WHICH COMTEX IS ENTITLED UNDER APPLICABLE LAW. II. INDEMNIFICATION A. Indemnification Obligations To the maximum extent permitted by applicable Law, You shall indemnify and hold harmless, individually and collectively, Comtex, its affiliates, agents, and employees and other providers who furnish goods and services to You in connection with Your System, and their officers, directors, managers, and employees (the “Indemnified Parties”)