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”) from and against any and all liability, claims,
losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to
persons or property, costs, and expenses (including reasonable attorneys’ fees and dispute
resolution expenses) resulting directly or indirectly from or related to: (i) the use of or reliance of any
System and Software by You or any third party acting with Your permission, knowledge, authority or
direction; (ii) a breach of this Agreement or any other Agreement with Comtex, by You, or any End
User; (iii) any negligent acts, omissions to act or willful misconduct by You or any third party acting
with Your permission, knowledge, authority or direction; (iv) the inability to use any System, or the
failure or outage of a System and/or Software for any reason; (v) the use of a System in connection
with a violation of any applicable law, code, regulation, or ordinance by the Client; or (vi) the

misappropriation, breach, violation, or infringement of any right, title or interest of any third party,
including but not limited to, contractual rights, Intellectual Property rights, and rights of privacy; (vii)
failure to promptly install any updates of any software or firmware or accept or use modified or
replacement items provided by or on behalf of Comtex; (viii) Your use of, reliance on, or publication,
communication or distribution of anything on Our Website; or (x) your violation of any law or
regulation. Further, Client will indemnify and hold harmless Comtex against all damages, costs,
and legal fees finally awarded against Comtex by a court of competent jurisdiction or in Arbitration
in connection with such third-party claim or agreed to in a written settlement agreement approved
in writing by the Client.
B. Defense and Indemnification Procedures
If Comtex becomes an Indemnified Party, Comtex will have the right to participate at its own
expense in the defense of such third-party claim, including any related settlement negotiations. No
such claim may be settled or compromised by the Indemnifying Party without the Indemnified
Party’s express written consent (which such consent may not be unreasonably withheld,
conditioned, or delayed), unless such settlement or compromise includes a full and complete

release of all claims and actions against the Indemnified Party by each party bringing such third-
party claim.

III. DISPUTE RESOLUTION
A. Good Faith Attempt to Settle Disputes
In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each
Party will appoint a duly authorized representative which will confer with the other Party before
either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise
resolve such Dispute.
B. Resolution in Small Claims Court.
In the event the Dispute is not resolved, and the claim falls within the dollar limit allowed by New
Jersey Superior Court, Small Claims Court, along with any other jurisdictional requirements, either
Party must seek to have that dispute resolved in Small Claims court in New Jersey.
C. Binding Arbitration.
If negotiations fail to resolve the Dispute within thirty (30) calendar days, and small claims court is
not a valid option due to the size or nature of the claim, all disputed claims must be resolved by
binding arbitration before a single arbitrator in accordance with the commercial rules of the
American Arbitration Association (“AAA”) in effect as of the date this Agreement goes into effect.
This agreement to arbitrate is intended to be given the broadest possible meaning under Applicable
Laws. The place of arbitration will be in Bergen County New Jersey. The complaining Party shall
notify the other Party in writing thereof. Within thirty (30) days of such notice, management level
representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in
good faith. Should the dispute not be resolved within thirty (30) days after such notice, the
complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration
shall be made within a reasonable time after the claim, dispute or other matter in question has
arisen, and in no event shall it be made after one year from when the aggrieved party knew or

should have known of the controversy, claim, dispute or breach. The cost of the arbitration
proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable
(including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the
unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the
arbitrator’s award. It is specifically understood and agreed that any party may enforce any award
rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of
competent jurisdiction. The parties agree that the arbitrator shall have authority to grant injunctive
or other forms of equitable relief to any party. This Section shall survive the termination or
cancellation of this Agreement. Judgment may be entered on the arbitrator’s award in any court
having jurisdiction.
IV. CLIENT’S OBLIGATIONS FOR INSTALLATION
A. Representations
Client represents and warrants that it is the owner of Client’s said premises or has the authority
from the owner or any other person in control of Client’s facility to permit Comtex to install the
equipment and cabling at Your facility which may include, but is not limited to, drilling holes, driving
nails, making attachments or doing such other things as may be necessary or related to the
installation of the System. Client acknowledges that Comtex has no way of knowing of the
existence of hidden pipes, wires or other obstructions within walls, ceilings, doors or any other
concealed spaces or a condition which differs from those originally encountered or an unexpected
condition that affects the cost of the installation, and that is the obligation of You to make Comtex
aware of such conditions in advance, failing which Comtex shall has no responsibility whatsoever
for any damage that may be caused or any additional costs that may be required to complete the
installation as per Contract.
B. Obligations
Client agrees, at its expense, at all other times during the period of installation and maintenance
services to: (i) allow Comtex employees access to the areas where the equipment is to be installed;
ii) provide all patching, painting, concrete, and other openings, floor reinforcements and ceiling
tiles; (iii) provide ample electric current and electrical support for the equipment, terminating in
rooms where required; (iv) accept the risk of loss for any damage or destruction of Your equipment
installed and/or left on premises to be installed, at the time of delivery to Your premises, except
with respect to damage or destruction resulting from the negligence of a Comtex technician and (v)
accept responsibility for ensuring that Your network and access, whether remote or on site, are
secure and backing up Your data.
C. Remote Access
Client agrees that if remote access to Your System was granted at time of installation or
commencement of a service contract, it will remain available to Comtex. If changes to remote
access are made by You including, but not limited to, new IP addresses, security procedures, or
hardware, You agree to notify Comtex of such changes and You understand that failure to do so may
hinder Our ability to provide timely service or support. If remote access is unobtainable due to
Client provided equipment and an onsite service call is required as a result, Client is responsible to
pay Comtex’s on site current labor rate.

V. INSTALLATION OF EQUIPMENT AND DELAYS
Our non-union crew will install this system during normal work days and hours. The Contract price
for Your System and its deployment is priced to include a specified time frame for installation. If a
technician must make an unscheduled site visit or return to the site during the period of
installation, or for the maintenance or repair of Your System thereafter, including but not limited to
the following reasons, (i) required cabling is missing, (ii) Client’s network is not properly configured
or has an issue, (ii) Client’s network is missing required equipment (router, QOS, PoE switch), (iv) no
internet access, (v) Client’s IT vendor is not available and needed during deployment, (vi) any other
delay that is caused by the Client, or (vii) if Client does not fulfill its obligations as defined in
paragraph , Client agrees that any of the foregoing delays or obligations set forth in Section IV herein
will result in additional charges on a time and material basis at Comtex’s then current rate. Charges
will apply to the real time lost by Comtex technicians including travel time and time on site.
V. HAZARDOUS MATERIALS
It is the responsibility of Client to inform Comtex of any hazardous materials in Your facility,
including but not limited to Asbestos, mold, or lead paint. If Comtex encounters and of the
aforementioned, We have the right to cease the project until such a time that the work area is
deemed safe for Our technicians. If Our technicians must leave Your facility because of Your failure
to notify Comtex of the existence of hazardous materials, You will be charged for the return trip.
VI. SERVICE OF SYSTEM
Your System comes with a one year guarantee as described in Your Contract. Prior to the expiration
of Your guarantee a Comtex representative will contact you and offer you an option to subscribe to
a Comtex service contract. If you opt not to enroll in our service contract program, then You always
have the option to contact Us when Your System requires service and You will be billed on a time
and material basis at the then prevailing labor or programming rates. Comtex’s obligations under
the guarantee and/or service contract are subject to the exclusions in Your Contract and contingent
on Your invoices being paid and current.
VII. MISCELLANEOUS
A. Notices
Except where otherwise expressly stated in the Agreement, all notices or other communications
must be made in writing and delivered in person, upon delivered email, facsimile, or overnight
courier service, and addressed as follows: to Comtex at 29 Poplar Street, East Rutherford, New
Jersey 07073. All notices to be valid must be confirmed by Comtex as received. Client agrees that
all electronic notices have the full force and effect of paper notices.
B. Force Majeure
Excluding either Party’s payment obligations under this Agreement, neither Party will be responsible
or liable for any failure to perform or delay in performing to the extent resulting from any event or
circumstance that is beyond that Party’s reasonable control, including without limitation any act of
nature; national emergency; third-party telecommunications networks; riot; war; terrorism;
governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction;

rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural
disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing,
not resulting from the actions or inactions of such Party.
C. No Waiver
In no event shall any failure or delay by Comtex to: (i) assert or exercise any right; (ii) demand
fulfillment or performance of any obligation; or (iii) avail itself of any remedy under these
Agreement, in whole or in part, be deemed a waiver of any right or remedy under these Agreement
on such occasion or any other occasion.
D. Headings, Interpretation
The headings, section titles, and captions used in this Agreement are for convenience of reference
only and will have no legal effect. All defined terms include related grammatical forms, and,
whenever the context may require, the CCTV or Access Control singular form of nouns and
pronouns include the plural, and vice versa.
E. Governing Law
This Agreement and Your Contract shall be governed by and construed under the laws of the State
of New Jersey without regard to its conflict of law rules.
F. Entire Agreement
This Agreement, together with any exhibits, Orders, and Attachments, and Your Contract(s) signed
by You, each of which is expressly incorporated into this Agreement with this reference, constitute
the entire agreements between the Parties and supersedes and replaces any and all prior or
contemporaneous understandings, proposals, representations, marketing materials, statements,
or agreements, whether oral, written, or otherwise, regarding such subject. If there is a conflict,
Your Contract shall control.
G. Taxes
In addition to the charges included herein, You agree to pay any sales and use taxes, fees, permit
fees or charges for the installation and use of the Licenses provided for under this Agreement which
are authorized or imposed by any governmental body or agency.
H. Severability and Waiver
In the event any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, such provision(s) will be stricken and the remainder of this
Agreement will remain legal, valid and binding. The failure by either Party to exercise or enforce any
right conferred by this Agreement will not be deemed to be a waiver of any such right or to operate
so as to bar the exercise or enforcement of any such or other right on any later occasion. Except as
otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are
cumulative and in addition to any other rights and remedies available under the Agreement, at Law,
or in equity.
I. Survival

The rights and obligations of either Party that by their nature would continue beyond the expiration
or termination of this Agreement, including without limitation payment obligations, warranty
disclaimers, indemnities, limitations of liability, definitions and miscellaneous.