Titan Protection Security Agreement Terms & Conditions

In consideration of the mutual promises, covenants and obligations set forth in the Agreement, the Parties hereby agree to the following terms and conditions (“General Terms and Conditions”) that shall be a part of the Agreement and shall be further govern the Parties’ rights and obligations (all collectively, “the Agreement”). In the event of any direct conflict between these General Terms and Conditions, and any different or conflicting terms or conditions supplied by Client, the Parties agree that these General Terms and Conditions shall control and that any such terms or conditions supplied by Client shall be treated as a proposal only and become part of the final Agreement unless set forth in a separate writing signed by Titan’s President.

1. PRICING CHANGES. If Titan desires to increase its pricing for services or equipment beyond the 3% annual adjustment otherwise allowed by the Agreement, it shall notify Client in writing of the new proposed price adjustment; Client shall then have the option of objecting to the proposed new pricing by sending Titan notice within 30 days. If no objection is received, the new pricing will become effective during the first full month following the date of Titan’s written notification to Client of the price adjustment. By accepting services and/or equipment at the new pricing, Client consents to the new pricing for the remainder of the applicable term. If Client timely objects to the pricing change, then Client or Titan may terminate the Agreement upon 30 days written notice to the other.

2. In the event of a payment default by Client, and Titan brings an action to recover sums due and payable under the Agreement, Client agrees that Titan shall be entitled to recover, in addition to damages due for non-payment of sums due under the Agreement, its reasonable attorneys’ fees, costs, and prejudgment and post judgment interest as allowed by law.

3. FORCE MAJEURE. Except with respect to the obligation of Client to make payment for services or equipment received, each Party shall be excused for delay or failure in performance by reason of any cause beyond the Party’s control, including war, fire, strikes, revolutions, riot, acts of hostility, government acts and requests, government orders or mandates, flood, storm, any act of God, or any other extraordinary cause over which neither Party has control, whether or not similar to any of the foregoing. Notice of the Party’s claims of excused performance due to circumstances beyond its control shall be given to the other Party as soon as reasonably possible after the occurrence of the cause upon which nonperformance is based.

4. Each Party agrees not to use, disclose, sell, license, publish, reproduce, or otherwise make available the Confidential Information of the other Party except and only to the extent necessary to perform under the Agreement. Each Party agrees to secure and protect the other Party’s Confidential Information in a manner consistent with the care and protections given to its own confidential and proprietary information. Each Party also agrees to take appropriate action by instruction or agreement with its employees, consultants or other agents who are permitted to access the other Party’s Confidential Information to satisfy its obligations hereunder. “Confidential Information” means a

Party’s information that is not generally known by the public and includes, but is not limited to: (i) a Party’s internal personnel, financial, marketing, and other business information and manner or method of conducting its business; (ii) a Party’s strategic, operations and other business plans and forecasts; and (iii) a Party’s pricing, margins, equipment lease rates and customer contact information. Notwithstanding, “Confidential Information” does not include any information that was (a) in the receiver’s possession before receipt from the disclosing Party; (b) is or becomes a matter of public knowledge through no fault of the receiving Party; (c) is rightfully received by the receiving Party from a third-party without a duty of confidentiality; (d) is disclosed by the disclosing Party to a third-party who does not have a duty of confidentiality; or (e) is independently developed by the receiving Party.

5. NON-SOLICITATION OBLIGATION. Titan has a significant investment in recruiting, screening, and training personnel. In recognition of that investment, Client agrees that it will not actively recruit Titan personnel. Should Client hire Titan personnel during the Contract term or within one year after services have been terminated it will be liable for a payment to Titan of $3,000.00 in liquidated damages per employee hired.

6. INDEPENDENT CONTRACTOR. It is expressly agreed that Titan shall be an independent contractor under the Agreement and that the relationship between Client and Titan shall not constitute a partnership, joint venture, or create any agency relationship. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or take any action, which shall be binding on the other Party, without the express prior written consent of the other Party.

7. NO LIABILITY – CLIENT DIRECTIVES. Client expressly acknowledges that Titan shall not have any liability for damages caused to persons or property that occurs because Titan, its employees, or Company Related Parties followed Client’s instructions, directives, policies, or procedures.

8. INDEMNIFICATION BY TITAN. Subject to the limitations set forth in paragraph 7 or in the Agreement, Titan shall defend, indemnify, and hold harmless Client from and against any and all claims, losses, damages, causes of action, suits, liabilities, and judgments of every kind and character, including all expenses of litigation, court costs, and reasonable attorneys’ fees, for bodily injury, death or damage to or destruction of property, that Client may sustain, to the extent proximately caused by the negligence or willful misconduct of Titan. 

9. INDEMNIFICATION BY CLIENT. Client shall defend, indemnify, and hold harmless Titan and the Company Related Parties from and against any and all claims, losses, damages, causes of action, suits, liabilities, and judgments of every kind and character, including all expenses of litigation, court costs, and reasonable attorneys’ fees, for any claims, suits, judgments and causes of action that is: (i) brought by any third-parties or alleged third-party beneficiaries; or (ii) proximately caused by the negligence or willful misconduct of Client. Notwithstanding, Client’s duty to indemnify Titan and/or the Company Related Parties does not apply to claims based on injuries to third-parties or to their property which were caused solely and directly by the negligence of Titan, the Company Related Parties or their employees.

10. NO INTENDED BENEFICIARIES. This Agreement is exclusively for the benefit of the Parties hereto, and there are no intended third-party beneficiaries to it. However, if any third-party claims to be an intended beneficiary entitled to sue under the Agreement, and a court determines that such legal status exists (or may exist) despite the express intentions of the Parties, then such third-party’s rights under the Agreement shall be subject to all such promises, terms and conditions as have been agreed to between Client and Titan, including the Limitation of Liability set forth in Paragraph 7.

11. EQUIPMENT INSTALLATION OR REPAIRS. Titan has no responsibility or liability to you or any other person for delays in the installation or repair of the System or performance of the Services, regardless of the reason, or for any resulting consequences. Titan has no responsibility or liability for interruptions of any Service, or any resulting consequences, whether due to strike, riot, flood, fire, terrorism, act of God or for any cause beyond Titan’s control. During any such interruption, Titan has no obligation to supply you any substitute services.

12. Titan in its discretion may subcontract all or some of its performance under the Agreement. Client shall have no responsibility whatsoever for payment to subcontractors, and Titan shall indemnify, defend, and hold Client harmless from any and all subcontractor claims or demands for payments. If Client reasonably determines that any such subcontractor or subcontractor’s agents or employees are unsatisfactory or unqualified to perform the work subcontracted to them, then Client shall so notify Titan in writing and request that the subcontractor and/or its agents or employees be removed forthwith and replaced by Titan.

13. An event of default shall occur if Client or Titan fails to perform any covenant or observe any term or condition of the Agreement, including the obligation to make timely payment. Upon occurrence of any default under the Agreement which continues uncured for thirty (30) days after written notice of such default is sent by the non-defaulting Party to the defaulting Party, the non-defaulting Party may withhold further performance under the Agreement until such default has been cured or, at its option, immediately terminate the Agreement. In the event Titan terminates the Agreement based upon an uncured default, or Client terminates this agreement without cause before the end of the then current term, then Titan shall be entitled to take possession of any leased equipment from Client and Client agrees to pay damages in the amount of all monthly fees and charges owed under the Agreement for the remainder of the Initial Term or Renewal Term, as applicable, together with the reasonable costs of removing the leased equipment, if any.

14. DISPUTE RESOLUTION. The Parties agree that, before any formal legal action is commenced, any dispute between the Parties shall be the subject of a meeting between management representatives authorized to negotiate, in good faith, a mutually acceptable resolution of such dispute. The Parties agree to seek appropriate escalation of the dispute within thirty (30) days of the dispute being raised. If these efforts are not successful, either Party shall have the right to pursue available remedies at law or equity as allowed by this Agreement and the General Terms and Conditions. 

15. CHOICE OF LAW/VENUE. The Agreement shall be governed by the laws of the State of Kansas, without regard for any state conflicts of law provisions (including those of the State of Kansas). The Parties further agree that the exclusive venue for any dispute arising out of, or relating to, the Agreement shall be the District Court of Johnson County in the Kansas Tenth Judicial District and each Party hereby irrevocably waives any objections to the jurisdiction thereof, including personal jurisdiction.

16. WAIVER OF JURY TRIAL. TO THE FULL EXTENT ALLOWED BY KANSAS LAW, EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THIS AGREEMENT; EACH PARTY ACKNOWLEDGES THAT THIS MUTUAL WAIVER WAS A CONDITION PRECEDENT TO IT ENTERING INTO THE AGREEMENT.

17. TIME LIMITATION ON LAWSUITS. You must bring any claim arising out of this Agreement or related to the Services, against Titan within one (1) year after the date on which the claim arose or the shortest duration permitted under applicable law if such period is greater than one (1) year. If you do not, you waive, to the extent permitted by law, all rights you may have with respect to such claim and Titan shall NOT have any liability to you with respect to that claim.

18. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and assigns. Titan may transfer or assign this Agreement in its discretion. Client may transfer or assign this Agreement upon the written consent of Titan. 

19. If any part of the Agreement shall for whatever reason be declared void or unenforceable, such declaration shall not affect the enforceability of the remaining portions of the Agreement.

20. COMPLETE AGREEMENT. The Agreement, together with any exhibits attached thereto, shall constitute the entire agreement of the Parties hereto with respect to the matters set forth herein and supersedes all prior agreements or understandings pertaining to such matters, whether oral or in writing, and shall not be modified or amended in any respect except in writing executed by authorized representative Client and Titan’s then current President.

21. INCIDENT REPORTING/PRESERVATION OF EVIDENCE. Client agrees to notify Titan of any injuries or damage to persons or property that Client becomes aware of, and which has not previously been reported to Client by Titan. The notification shall occur no later than 24 hours after Client becomes aware of the incident. Thereafter, Client shall take immediate steps to preserve all relevant evidence of the incident, including video, incident logs, reports, communications, and any other electronically stored information; such evidence shall be preserved until such time as Client and Titan mutually agree in writing that it may be destroyed or deleted.

22. Client and Titan agree that paragraphs 2-5, 7-11, 13-17 and 21 of these General Terms and Conditions shall survive the termination of the Agreement.

23. No failure or delay in requiring strict compliance with any obligations under the Agreement (or in the exercise of any right or remedy provided herein) and no custom or practice at variance with the requirements hereof shall constitute a waiver or modification of any such obligation, requirement or right or remedy or preclude exercise of any such right or remedy or the right to require strict compliance with any obligation set forth in the Agreement. No waiver of any default or any right or remedy with respect to such default shall preclude, affect, or impair enforcement of any right or remedy provided herein with respect to any subsequent default.

24. CONTRACTING PARTY ACKNOWLEDGEMENT. Client understands that the Agreement is made only between Client and the Titan corporate entity identified in the Agreement. Client shall not have any rights or remedies against any other Titan company, subsidiary, or affiliate unless Client has entered into a separate written agreement with such company or companies.

25. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same contractual agreement. Emailed, faxed, or scanned copies of the Agreement signed by the Parties shall be considered for all purposes, including delivery, as originals.

Titan Monitoring and Virtual Officer Agreement

THIS IS A MONITORING SERVICES AGREEMENT (this “Agreement”), by and between “Client” (defined as the “Client Name” shown in Paragraph 3 below), and Titan Monitoring, Inc., (“Titan”), a Kansas corporation with an office located at 9350 Metcalf Ave. – Suite 110, Overland Park, KS 66212.

Titan and Client are each a “Party” and together, the “Parties.”

RECITALS

Client desires to obtain security monitoring services. Titan is in the business of providing security monitoring services and can provide quality security monitoring services.

NOW THEREFORE, in consideration of the promises and covenants contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. SERVICES.

1. Titan agrees to provide the services and otherwise adhere to all other procedures, policies and conditions which are set forth in this Agreement and any exhibit hereto (the “Services”).
2. This Agreement and the Services are subject to Titan’s General Terms and Conditions which are attached hereto and made a part of this Agreement.
3. The Services may be amended from time to time by mutual agreement in a separate writing signed by Client and by Titan’s President.
4. The Services shall be performed by qualified and competent personnel in accordance with recognized practices and industry standards, and in manner to reduce the risk of injury to persons and damage to property. The Parties agree that the Services may reduce, but not eliminate, the risk of injury to persons or loss of property. Unlimited and complete protection of person and property is not feasible.
5. In performing the Services, Titan shall ensure that employees comply, at all times, with all federal, state, and local laws, ordinances, rules, regulations applicable to Titan.

2. TERM. The initial term of this Agreement shall be specified as below and begins on the date Agreement is signed by the Parties (“Initial Term”). Thereafter, the Agreement shall automatically renew for additional terms of the same duration (“Renewal Term”) unless terminated pursuant to the terms of this Agreement or unless one Party delivers to the other written notice of its intent not to renew the Agreement not later than the non-renewal deadline specified in the quote.

3. SCOPE OF SERVICES.
   
   
   1. Services, fees, taxes, and other line items are outlined in the quote that was sent.

4. INVOICING AND PAYMENT. All prices are exclusive of applicable sales or use taxes.

1. Equipment and Installation- Unless leasing or renting equipment, Titan shall invoice Client for all equipment, installation, and applicable taxes upon execution of this document, with 50% of the total balance due prior to the scheduling of installation and the remaining balance due upon completion of the installation. Ongoing services will begin when Titan receives full payment for equipment and installation.
2. Ongoing Monitoring Services- Unless leasing or renting equipment, Titan shall invoice Client for ongoing monitoring services monthly and all invoices shall be paid in full within 30 days from the date of the invoice.
3. If and to the extent permitted by applicable law, Titan reserves the right to charge a 3% carrying charge on any invoice not paid within 30 days of the due date. The carrying charge will continue to accrue at 3% of the original balance, for every 30 days thereafter that the invoice remains unpaid. Titan, at its sole discretion, reserves the right to suspend, or reinstate, service for any invoice that remains unpaid past its due date. 
4. If selected by Customer, Titan or another service provider, contractor or subcontractor (hereinafter “Company Related Party” or “Company Related Parties”) will install or take over certain alarm detection devices, monitoring devices, and video devices (hereinafter the “System”) in a workmanlike manner, and Client agrees to pay all applicable installation and activation charges. You must pay all utility charges associated with the installation and the subsequent operation of the System. You agree to make the Premises available without interruption during Titan’s normal working hours to permit completion of installation work. You understand that installation of the System may require drilling into various parts of the Premises or other interior or exterior work that may require access to non-visible areas. You agree to provide Titan with 110 AC electrical outlets for Titan’s power equipment in locations designated by Titan. It is your responsibility to make arrangements at your own cost for lifting and replacing carpeting for the installation of floor mats and/or wiring, if required. It is the intent of Titan to conceal wiring in the finished areas of the Premises, however, there may be areas where Titan determines, in its sole discretion, that it is impractical to conceal wiring. In such areas, wiring will be exposed, and Titan shall not be liable for loss due to water intrusion, mold, fungi, wet or dry rot or bacteria. You must notify Titan in writing of any problems with the installation within thirty (30) days after the completion of installation.

6. TAKE OVER. If Titan is taking over the operation of an existing System, you agree to pay all charges for taking it over. You represent that the System is and remains your property. Titan, in its sole discretion, may elect not to take over all or any portion of an existing System, including if it determines that they are not in good working order or will not operate with Titan Equipment (defined below) or Titan Services. Titan will notify you of any required repair/replacements costs related to the System. If you decline to pay such costs, Titan can terminate this Agreement without liability. After the takeover, Titan will always own the transmitting device, which contains Titan’s proprietary data, and any touchscreen panel or other multimedia hub device provided by Titan.

7. If you selected Alarm Monitoring or Remote Video Monitoring, Titan will monitor signals from the System during the Term. Titan may subcontract the performance of all or any portion of the Services in this Agreement, including but not limited to Central Station Alarm Monitoring and/or Remote Video Monitoring, to a Company Related Party and provide such Company Related Party with all information regarding you as Titan deems necessary or appropriate to the provision of the Services and which such Company Related Party may retain and use in accordance with applicable law.

You acknowledge that you have no contractual relationship with or rights as a third-party beneficiary with respect to any Company Related Party selected by Titan. You also acknowledge and agree that the protections afforded to Titan under this Agreement apply to any Company Related Parties selected by Titan, including, without limitation, as set forth in those sections entitled “Limitation of Liability,” “Insurance” and “Your Indemnity/Protection of Company.” Monitoring services will begin when the System is installed and operational, and when the necessary communications connection is completed. You agree to give Titan a completed emergency contact sheet and to update it as necessary. The person(s) identified on your emergency contact information will be authorized to act on your behalf, including the authority to cancel an alarm prior to the notification of emergency response organizations. Titan and its Company Related Parties are entitled to rely solely on your emergency contact information and the instructions of such person. You acknowledge that Titan and its Company Related Parties may be subject to applicable laws and industry standards designed to reduce false alarms, and that these may result in practices and procedures that delay either the notification of emergency responders, or other verification procedures in response to monitored alarms. You agree that Titan and its Company Related Parties may, in its and their sole discretion, attempt to contact you to verify that a signal is not a false alarm. IF TITAN OR ANY COMPANY RELATED PARTY HAS REASON TO BELIEVE, IN ITS OR THEIR SOLE DISCRETION, THAT NO EMERGENCY CONDITION EXISTS, IT MAY ELECT NOT TO FOLLOW THE NOTIFICATION OR OTHER VERIFICATION PROCEDURES UTILIZED FOR EMERGENCY CONDITIONS. Neither Titan nor its Company Related Parties shall be liable for their failure to contact you or any person on your emergency contact sheet as contemplated in this paragraph. Titan and its Company Related Parties may, without prior notice, in response to applicable law or insurance requirements, revise, replace, discontinue and/or rescind its response policies and procedures. Further, if any System relays or records three (3) or more false alarm signals within a twenty-four (24) hour period, Titan and/or the Company Related Parties may place such System in test status. THROUGHOUT THE DURATION OF ANY TEST STATUS PERIOD, FOR ANY REASON AND/OR AT THE REQUEST OF ANY PERSON OR ENTITY WHATSOEVER, NEITHER TITAN NOR ANY COMPANY RELATED PARTIES WILL HAVE ANY OBLIGATION TO PERFORM THE SERVICES.

You further agree to comply with all permitting requirements under applicable law with respect to the operation of the System and our provision of the Services, and to provide Titan with the permit number and such other information as we may request from time to time. You understand that: (a) the System communicates with the monitoring facility over one or more transmission systems, as determined by Titan in its sole discretion, such as POTS (plain old telephone system), VoIP, DSL, broadband, cellular, radio, internet, etc.; (b) transmission systems are maintained and serviced solely by the applicable transmission system provider; (c) these transmission systems may be affected by faulty or failed equipment, weather conditions, power outages, upgrade or maintenance work, or other interruptions in service; and (d) any such conditions or changes made to these transmission systems may disrupt communications from the System. Without notice from you, Titan and/or its Company Related Party may not be aware of the existence of any such problem.

YOU UNDERSTAND THAT TITAN AND/OR ANY OF ITS COMPANY RELATED PARTIES, INCLUDING ANY THIRD-PARTY MONITORING PROVIDER, WILL NOT RECEIVE SIGNALS FROM THE SYSTEM IF YOUR TRANSMISSION SYSTEMS ARE NOT WORKING PROPERLY, TRANSMISSIONS ARE INTERRUPTED FOR ANY REASON, OR IF CHANGES IN THE TRANSMISSION SYSTEMS PREVENT THE SYSTEM FROM COMMUNICATING WITH TITAN OR ANY THIRD-PARTY MONITORING PROVIDER. YOU ARE RESPONSIBLE FOR TESTING THE SYSTEM ON A WEEKLY BASIS, AS WELL AS IMMEDIATELY FOLLOWING ANY STORM, POWER OUTAGE, TRANSMISSION SYSTEM OUTAGE, OR ANY CHANGE TO ANY TRANSMISSION SYSTEM, IN ORDER TO VERIFY THE CONTINUED FUNCTIONING OF THE SYSTEM.

You will immediately notify Titan of any problems with the System. You understand that no form of monitoring is error-free and that neither Titan nor its Company Related Parties is responsible for any interruption or failure of Services due to faulty equipment, faulty transmission systems, power outages, human error, other interruptions in transmission services, transmission systems that have been tampered with or any damage or destruction to Titan’s equipment or facilities. Neither Titan nor its Company Related Parties is required to supply monitoring service to you while any such interruption continues.

YOU ACKNOWLEDGE THAT IN ADDITION TO THE POTENTIAL TRANSMISSION ISSUES DESCRIBED ABOVE, THE TRANSMISSION OF SIGNALS BY MEANS OF WIRELESS COMMUNICATIONS MAY BE AFFECTED BY RADIO FREQUENCY SIGNAL STRENGTH AND CHANNEL AVAILABILITY AT YOUR PREMISES, AS WELL AS OTHER ISSUES UNIQUE TO WIRELESS SERVICES.

You also acknowledge that the use of certain wireless services may be restricted or prohibited in or around particular environments, including, for example, airports, aircraft, hospitals and war zones. You agree to comply with all such restrictions.

In addition, the Services may include certain remote viewing and access features and functionality. The ability for those features and functionality to work with the System and Services will be dependent upon a variety of factors outside the control of Titan, including, but not limited to, faulty equipment, faulty transmission systems, limitations inherent in wireless services, power outages, and other factors. Titan shall endeavor to ensure that such features and functionality interoperate with the System and Services but shall not be liable in the event they fail to do so.

You understand that, upon receiving notification that an alarm signal has been received by Titan, the police, fire department or other responding authority may forcibly enter your Premises.

8. REMOTE VIDEO MONITORING/ALARM VERIFICATION. If purchased by Customer, Titan will provide Remote Video Monitoring, consisting of a video and/or audio notification link, solely between those areas within the physical confines of Customer’s Premises to which the camera(s) has an unobstructed view and to which the microphone(s) (if any) has unobstructed audio reception (hereinafter “Remote Video Monitoring”). Upon receipt of electronic alarm signals from Customer’s Premises, Titan, or another third-party monitoring company (“TPMC”), will endeavor as follows:

1. Upon receipt of an alarm signal from the Premises and establishment of a video signal/communication, and if Titan or another TPMC, in its or their sole opinion determines, based on the video communication, that criminal activity is taking place at the Premises, Titan or another TPMC will endeavor to notify the appropriate law enforcement agency or the Customer, and report the signal per the protocol in place for the Customer. If no specific protocol is in place, Titan or another TPMC will notify the appropriate law enforcement agency. 
2. If Titan or another TPMC, in its or their sole opinion determines, based on the video communication, that no criminal activity is taking place, Titan or another TPMC’s response shall be limited to, at its or their sole discretion, endeavoring to contacting the Customer per the protocol in place for the Customer, or take no action at all.
3. If Customer elects to have Titan Protection and Consulting, Inc. provide Guard Response Service to the Remote Video Monitoring that Titan Monitoring, Inc. is providing, the specific protocol for both criminal and non-criminal situations described in subsections a. and b. above will be provided in accordance with the terms of a separate Agreement solely between Titan Protection and Consulting, Inc., and you (the Client). Any response that may be provided by Titan Protection and Consulting, Inc. will be governed by such separate agreement. Furthermore, you understand that Titan Protection and Consulting, Inc. is a separate entity than Titan Monitoring, Inc. Titan Monitoring, Inc.is not responsible for any guard response or activity provided by Titan Protection and Consulting, Inc. You agree to hold Titan Monitoring, Inc. harmless for any actions performed by the employees, agents or subcontractors of Titan Protection and Consulting, Inc. 

Nothing in this Agreement shall be construed to suggest that Titan, its employees, agents, or security guards are compelled, required, contracted to, or willing to protect the life or lives, or property of CLIENT or any person in any way. Titan is not responsible for any loss (including for personal injury or death), on or off the premises, of the CLIENT, or THAT of CLIENT’s agents, employees, business invitees, visitors, or any other person.

9. LIMITED WARRANTY.

1. Equipment and Parts

1. 1. All equipment and parts carry the manufacturer warranty only. Titan warrants that if any part of the System originally installed by Titan does not work because of a defect or because of ordinary wear and tear, Titan will repair or replace that part at no charge to you. Titan may use reconditioned parts in making repairs, but Titan warrants the replacement parts only for the remainder of the manufacturer’s warranty period. You must notify Titan of any problem you claim Titan’s limited warranty covers within the warranty period. This limited warranty is for the Customer’s benefit only and may not be enforced by any other person.

1. Labor and Service

1. 1. Labor and service performed by Titan holds a 30-day warranty from the date of install. You understand that you will pay the current rate (the applicable trip charge and hourly fee) for service requests after the initial 30-day warranty period for any additional work unless an additional service plan has been purchased. The current rates are valid for customers within a 45-mile radius of the closest Titan office. Customers outside of that area are charged mileage to respond in addition to the current service rate and will be considered on a case-by-case basis and communicated to the Client prior to completing any additional work. Service is only completed during regular business hours, usually Monday through Friday, 9am-5pm.
   2. This limited warranty is the only warranty Titan makes, is made only with respect to the portions of the System originally installed by Titan, and takes the place of all other warranties whether express or implied. NO EXPRESS OR IMPLIED WARRANTIES EXTEND BEYOND THE FACE OF THIS AGREEMENT. TITAN MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Titan does not promise that the System or the Services cannot be compromised or that they will always provide the intended result. If a court decides Titan has given you any implied warranty, it will extend only for the length of the limited warranty period. Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This limited warranty gives you specific legal rights. You may also have other legal rights that vary from state to state.
   3. You acknowledge and agree that no contractor, subcontractor, supplier, service provider or other vendor of Titan makes any warranty, including any implied warranty, other than such express warranties as may be provided by such person to you in writing.

10. WARRANTY EXCLUSIONS. The Limited Warranty does not apply to: (a) batteries, wiring, bulbs, LEDs, security window screens, and exterior mounted devices, (b) portions of any take over System that we determine are not in good operating condition at the time of take over; (c) to service calls outside of Titan’s normal business hours for warranty and repair work; and (d) if, upon inspection, Titan determines that the need for service was caused by acts beyond Titan’s control such as accidents, power surges, misuse, lack of proper maintenance, unauthorized change or acts of God (including lightning, fires, earthquakes, tornadoes, hurricanes, floods, etc.).
    
    
11. TITAN EQUIPMENT OWNERSHIP. Unless the Equipment is directly sold by Titan to the Client and Client is not leasing or renting the equipment (hereinafter “Direct Sale Equipment”), you agree that, except for the wiring installed inside the Premises and any take over System, all equipment belongs to Titan or other third-parties and will not be deemed fixtures or in any way part of the Premises (collectively, the “Company Equipment”).

You agree to use Company Equipment only for the Services pursuant to this Agreement. Titan may inspect, remove and/or change Company Equipment at Titan’s discretion at any time the Services are active or following the termination of Service. You agree that Titan’s addition, removal, change or update to Company Equipment may interrupt your Service. You may not sell, lease, abandon, or give away Company Equipment. Company Equipment may only be used in the Premises. At your request, Titan may relocate Company Equipment. YOU UNDERSTAND AND ACKNOWLEDGE THAT IF YOU ATTEMPT TO INSTALL OR USE COMPANY EQUIPMENT OR SERVICES AT A LOCATION OTHER THAN THE PREMISES, THE SERVICES MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY. You agree that you will not allow anyone other than Titan, its agents, or other Company Related Parties to service Company Equipment. Titan suggests that Company Equipment in your possession be covered by your insurance. You will be directly responsible for loss, repair, replacement and other costs, damages, fees and charges if you do not return Company Equipment to Titan in an undamaged condition upon the termination of Service.

Company Equipment, including any firmware or software embedded in, or “downloaded” from time to time to, Company Equipment or used to provide the Services, are protected by trademark, copyright, patent and/or intellectual property laws and international treaty provisions. You are granted a revocable license to use such firmware and software in object code form (without making any modification thereto) strictly in accordance with this Agreement. You acknowledge and understand that you are not granted any other license to use the firmware or software embedded in Company Equipment or used to provide the Services. You expressly agree that you will use Company Equipment exclusively in connection with the Services. You shall not take any action nor allow anyone else to take any actions that will reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code from the binary code of the firmware or software.

Titan’s battery powered motion detectors, door and window contact transmitters, and other detection sensors are not connected to the electrical system of the Premises. Such detection sensors require batteries to operate. THESE BATTERY POWERED DETECTION SENSORS WILL NOT OPERATE, AND THE ALARM WILL NOT SOUND, IF THE BATTERIES ARE LOW OR DEAD. You are responsible for maintaining and replacing the batteries in these battery-powered detection sensors and you should regularly inspect such sensors for dirt and dust buildup and test them weekly to help maintain continued operation.

TITAN STRONGLY RECOMMENDS THAT YOU READ THE OWNER’S MANUAL FOR ALL EQUIPMENT, WHICH YOU CAN OBTAIN ON YOUR OWN THROUGH THE MANUFACTURER’S WEBSITE. THE OWNER’S MANUAL CONTAINS VERY IMPORTANT INFORMATION SUCH AS OPERATING INSTRUCTIONS AND EQUIPMENT TESTING AND MAINTENANCE INFORMATION. YOU SHOULD ALSO READ ALL INSTRUCTIONS, WARNINGS AND OTHER INFORMATION ON THE EQUIPMENT ITSELF.

14. CANCELLATION.

1. 1. Unless equipment is leased, Titan may terminate this Agreement at any time upon notice to you, including if: (i) Titan’s or its third party suppliers’ or Titan’s alarm and/or video monitoring center is destroyed or damaged so that it is impractical for Titan to continue service; (ii) Titan cannot acquire or retain the transmission connections or authorization to transmit signals between the Premises and Titan’s alarm and/or video monitoring center or the applicable fire or police department or other agency; (iii) you fail to follow Titan’s recommendation to repair or replace any defective parts of the System; (iv) you fail to follow Titan’s operating instructions for the System; (v) you fail to perform any of your obligations under this Agreement; (vi) Titan determines that it is impractical to continue service due to the modification or alteration of the Premises after initiation of any Service(s); (vii) you fail to maintain the Premises in a safe and sanitary condition; (viii) you cease to maintain a broadband Internet connection utilizing a transmission system compatible with the Services, as determined by Company in its sole discretion; (ix) any change in applicable law increases Titan’s cost of providing the Services or modifies or changes Titan’s liability for the provision of Services in such jurisdiction.
   2. Unless equipment is leased, if Titan terminates this Agreement for any reason, you must: (i) immediately cease all use of the System and Company Equipment; (ii) pay in full for your use of the System and Services up to the date this Agreement has been terminated; (iii) within ten (10) days of termination, return all Company Equipment to Titan at our local business office in good working order, reasonable wear and tear only accepted; and (iv) permit Titan or its agents to peacefully enter the Premises to remove all Company Equipment or other materials provided by Titan. If you do not return, or Titan does not retrieve, any Company Equipment, you will be charged the full retail price for new replacements of such Company Equipment. Titan does not have to provide any Service after the date the Agreement is terminated. If Titan waives any default by you, which does not mean Titan waives later defaults. Any waiver by Titan must be in writing.
   3. If you are leasing or renting equipment, and You terminate the Agreement without cause at any time prior to the end of the Initial Term (or any applicable Renewal Term) then You agree to pay the full amount of applicable rent through the end of the Term (or any applicable Renewal Term).

15. INSURANCE. You are responsible for obtaining all insurance coverage that you believe is necessary to protect your residence, business, belongings, and persons in or on your Premises, including coverage for personal injury and property damage. THE PAYMENTS YOU MAKE UNDER THIS AGREEMENT ARE NOT RELATED TO THE VALUE OF THE PREMISES, YOUR POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON THE PREMISES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES AND TAKE INTO CONSIDERATION THE PROTECTIONS AFFORDED TO COMPANY UNDER THIS AGREEMENT. You hereby release Titan and its Company Related Parties from any liability for any event or condition covered by insurance, including without limitation homeowner’s insurance, commercial general liability insurance, business insurance, and any comprehensive automotive liability insurance. You understand that the Services provided under this Agreement are designed to reduce, but not eliminate, certain risks. Titan does not guarantee that the Services will prevent personal injury, unauthorized entrances, property loss or damage, fire loss or damage and smoke damage to the Premises. Titan and the Company Related Parties assume no liability for those risks.

IN CASE OF ANY THIRD-PARTY CLAIM OR LOSS COVERED BY YOUR INSURANCE, YOU AGREE NOT TO LOOK TO TITAN FOR REIMBURSEMENT. YOU WAIVE ANY RIGHTS THAT YOUR INSURANCE CARRIER OR OTHERS CLAIMING THROUGH YOU MAY HAVE AGAINST TITAN, INCLUDING ANY RIGHTS OF SUBROGATION.

16. RESIDENTIAL CUSTOMERS.IF YOU ARE A RESIDENTIAL CUSTOMER AND YOU HAVE AGREED TO THE PURCHASE OF THE SYSTEM AND/OR SERVICES BY A SALES REPRESENTATIVE, APPLICABLE LAW MAY PERMIT YOU TO CANCEL THIS TRANSACTION BEFORE MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF ACCEPTANCE OR YOUR SIGNING THIS AGREEMENT. CANCELLATION MUST BE BY NOTICE TO TITAN MONITORING, INC. IN ACCORDANCE WITH APPLICABLE LAW.

YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTOOD ITS TERMS, ESPECIALLY THOSE PARAGRAPHS RELATING TO YOUR INDEMNIFICATION OF TITAN MONITORING, INC. MONITORING, INC. AND ITS AGENTS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, TITANS AND SUBTITANS, TITAN MONITORING, INC.’S LIMITED LIABILITY, AND TITAN MONITORING, INC.’S WARRANTY.

17. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE THAT NEITHER TITAN NOR ITS AFFILIATES, NOR ANY OF ITS OR THEIR AGENTS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, CONTRACTORS OR SUBCONTRACTORS, IS AN INSURER OF OR AGAINST ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR IN OR AT THE PREMISES, WHETHER AS A RESULT OF BURGLARY, THEFT, FIRE, SMOKE, CARBON MONOXIDE POISONING, PHYSICAL HARM TO ANY PERSON, ENTRY IN OR ONTO THE PREMISES, THE CONDUCT OF ANY PERSONS IN OR ON THE PREMISES, EQUIPMENT INSTALLATION (IF APPLICABLE) OR OTHERWISE. YOU ACKNOWLEDGE THAT THE PAYMENTS YOU MAKE UNDER THIS AGREEMENT ARE NOT RELATED TO THE VALUE OF THE PREMISES, YOUR POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON THE PREMISES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES, AND TAKE INTO CONSIDERATION THE PROTECTIONS AFFORDED TO COMPANY UNDER THIS AGREEMENT. TITAN EXPRESSLY DENIES AND DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE WHICH MAY OCCUR PRIOR TO, AT OR AFTER SIGNING THIS AGREEMENT. THIS INCLUDES LIABILITY BASED ON CONTRACT, TORT, NEGLIGENCE OF ANY DEGREE (INCLUDING GROSS NEGLIGENCE), WARRANTY (INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) AND ALL OTHER THEORIES OF LIABILITY. IF TITAN OR ANY OF ITS AFFILIATES, OR ANY OF ITS OR THEIR AGENTS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, OR SUBCONTRACTORS (INCLUDING ANY COMPANY RELATED PARTIES) ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO ITS OR THEIR NEGLIGENCE OR THE FAILURE TO PERFORM ITS OR THEIR OBLIGATIONS UNDER THIS AGREEMENT IN ANY RESPECT AT ALL, THE MAXIMUM LIABILITY (INCLUDING JOINT AND SEVERAL LIABILITY) WILL BE $1000.00. TITAN MAY ASSUME A GREATER LIABILITY UPON YOUR REQUEST, BUT ONLY FOR AN ADDITIONAL CHARGE AGREED UPON BY YOU AND TITAN IN A WRITING SIGNED BY TITAN’S PRESIDENT. IF TITAN DOES SO, A RIDER TO THIS AGREEMENT MUST BE SIGNED BY YOU AND TITAN. UNDER NO CIRCUMSTANCE SHALL TITAN’S AGREEMENT TO INCREASE ITS LIMIT OF LIABILITY BE CONSTRUED OR INTERPRETED TO HOLD IT OR ITS AGENTS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, OR SUBCONTRACTORS (INCLUDING COMPANY RELATED PARTIES) AS INSURERS. THIS LIMITATION OF LIABILITY SPECIFICALLY COVERS LIABILITY FOR: LOST PROFITS; LOST OR DAMAGED PROPERTY; LOSS OF USE OF PROPERTY OR THE PREMISES; GOVERNMENTAL FINES AND CHARGES; AND THE CLAIMS OF THIRD PARTIES. ALSO COVERED BY THIS LIMITATION OF LIABILITY ARE THE FOLLOWING TYPES OF DAMAGES: DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (DAMAGES THAT RESULT FROM AN ACT, INCLUDING PUNITIVE DAMAGES.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS PARAGRAPH APPLY TO ANY ACTS, OMISSIONS, AND NEGLIGENCE OF TITAN, ITS AFFILIATES, (AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, SERVICE PROVIDERS, AND SUBCONTRACTORS, INCLUDING COMPANY RELATED PARTIES, OR REPRESENTATIVES), WHICH, BUT FOR THIS SECTION, MAY GIVE RISE TO A CAUSE OF ACTION IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

18. NOTICES. Notices will be effective hereunder when and only when they are reduced to writing and delivered, by next day delivery service, with proof of delivery, or mailed by certified or registered mail, return receipt requested, to the appropriate Party at its address stated below or to such person and at such address as may be designated by notice hereunder. Notices shall be deemed given on the date delivered or date of attempted delivery, of services is refused.

Titan Monitoring, Inc.

9350 Metcalf Ave. - Suite 110

Overland Park, KS 66212

Attention: Ryan Smith

19. YOUR ADDITIONAL AGREEMENTS.

• You are at least eighteen (18) years of age and have the authority to sign this Agreement and in doing so will not violate any other agreement.

• You agree to provide Titan with information that is accurate, complete and current, including your legal name, address, telephone number, payment data (including information provided when authorizing recurring payments) and all information related to the Services provided under this Agreement.

• You agree to notify Titan promptly if there is any change in the information that you have provided to Titan. Failure to provide and maintain accurate information is a breach of this Agreement.

• You warrant that you are either the owner of the Premises or have authority to give Titan access to the Premises to perform its Services under this Agreement. If you are not the owner of the Premises, you are responsible for obtaining any necessary approval from the owner to allow Titan and its agents into or onto the Premises to perform the Services specified in this Agreement. In addition, you agree to supply Titan or its agent, if requested, with the owner’s contact information and/or evidence that the owner has authorized you to grant access to Titan or its agents to the Premises.

• You agree to notify Titan immediately of any changes of ownership or occupancy of the Premises. Your obligations continue even if you sell or leave the Premises. Titan has and shall maintain throughout the term of this Agreement the authority to act as your exclusive agent for all purposes under this Agreement, including, performance of any of the Services described in this Agreement or any rider incorporated into this Agreement. Specifically, and without limitation, you agree that Titan has the right, at its sole discretion, to detain or release any person(s) it determines to be unlawfully in or on the Premises, and the right to prosecute that person(s) for any unlawful activity on your behalf.
• You expressly understand and agree that you have no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or Titan and that you are is not a third-party beneficiary of any agreement between Titan and the underlying carrier. In addition, you acknowledge and agree that the underlying carrier and its affiliates and Titan shall have no legal, equitable, or other liability of any kind to you.

• Your sole and exclusive remedies under this Agreement are as expressly set forth in the Agreement and the General Terms and Conditions. Certain of the above limitations may not apply if your state does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of Titan is limited to the maximum extent permitted by law.

• If Titan does not approve this Agreement, Titan’s only obligation is to refund any payments you have made. Any equipment or services Titan provides to you in the future are subject to the terms of this Agreement, as so amended.

• You agree to address any issues within your control to limit the amount of false or nuisance alerts such as, but not limited to, high grass, vehicular traffic, human or wildlife traffic, weather conditions, etc. You understand that you can incur additional charges, of $5 per false or nuisance alerts, if you do not address the cause(s) of the false alerts, in a timely manner. Titan will come at your request to handle such issues, at the current service rate. The additional charges account for additional cellular or transmitting charges, and/or additional operator time to handle such alerts.

• Any changes to the customer system, or hours, must be made in writing with at least 48 hours’ notice. It is the Client’s responsibility for changing hours on holidays.

• You understand that you will pay the current rate (the applicable trip charge and hourly fee) for any service requests after the initial 30-day warranty period for any additional work unless a service plan has been purchased. The current rates are valid for customers within a 45-mile radius of the closest Titan office. Customers outside of that area are charged mileage to respond in addition to the current service rate and will be considered on a case-by-case basis and communicated to the customer prior to completing any additional work. Service is only completed during regular business hours, usually Monday through Friday, 9am-5pm.

• You agree to prevent false alarms and assume responsibility for them. If the System generates excessive false alarms, you will be in breach of this Agreement and Titan may terminate any of the Services in this Agreement and recover damages from you. If a false alarm fine or penalty is charged to Titan, you agree to pay for the charges. If Titan notifies you of a malfunction, you will disconnect the System until Titan can repair it.

• You will not tamper or interfere with the System, nor permit others to do so.

• You agree that, to the extent permitted by applicable law, Titan may use video clips and recordings of incidents from your property with anyone in the normal course of Titan’s business, including marketing purposes.

• You agree that Titan can make program changes to Titan’s proprietary data located in the transmitting device.

• You agree to allow Titan and its agents/employees the right to enter the Premises physically, remotely or electronically at reasonable times for purposes of performing any of the Services described in this Agreement and any riders incorporated into this Agreement.