Terms of Service

I, Subscriber, hereby acknowledge and agree to each of the following: (i) additional equipment, at additional cost, can provide increased detection ability, (ii) I have voluntarily elected to accept the System based on my personal reasons, i.e., cost, Premises environment and conditions, insurance requirements, etc., (iii) No alarm system can guarantee prevention of loss or injury. Fires, floods, burglaries, robberies, medical problems and other incidents are unpredictable and cannot always be detected or prevented by an alarm system. Human error is always possible, and the response time of fire, police, and medical emergency personnel is outside the control of Phonetel, Inc. (iv) a second telephone line at the Premises may be necessary to use the telephone while the System is transmitting data to the monitoring facility (v) if I have voluntarily elected delayed dispatch or no repeat dispatch services for the purpose of reducing false alarms, I have been advised and acknowledge the increased risk of loss or damage inherent in my decision (vi) I shall notify Phonetel, Inc. of all ordinances or local policies of the police, sheriff, fire, medical, ambulance, guard, patrol, and response services, and other governmental private or volunteer departments and organizations (collectively, “First Responders”) that may affect Phonetel, Inc. performance of services, and (vii) the local municipality where the Premises is located may require a license, permit, or fee for the installation, use, or monitoring of the System which is the sole responsibility of me (Subscriber) to determine and comply with.

 

DISCLAIMER/LIMITATION OF LIABILITY. SUBSCRIBER UNDERSTANDS AND AGREES AS FOLLOWS: (I) NEITHER PHONETEL, INC. NOR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS OR EMPLOYEES (COLLECTIVELY, "REPRESENTATIVES") IS AN INSURER; (II) IT IS THE SPECIFIC INTENT OF THE PARTIES THAT (A) INSURANCE COVERING ALL LOSS, DAMAGE AND EXPENSE ARISING OUT OF OR FROM, IN CONNECTION WITH, RELATED TO, AS A CONSEQUENCE OF OR RESULTING FROM THIS AGREEMENT, SHALL BE OBTAINED AND CONTINUOUSLY MAINTAINED BY THE SUBSCRIBER, (B) RECOVERY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE SHALL BE LIMITED TO ANY SUCH INSURANCE COVERAGE ONLY, AND (C) PHONETEL, INC. AND REPRESENTATIVES ARE RELEASED FROM ANY AND ALL LIABILITY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE; (III) PHONETEL, INC. AND REPRESENTATIVES, EXCEPT AS SET FORTH HEREIN, MAKE NO GUARANTEE, REPRESENTATION OR WARRANTY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE; (IV) PHONETEL, INC. AND REPRESENTATIVES ARE RELEASED FOR ALL LOSS, DAMAGE OR EXPENSE WHICH MAY OCCUR PRIOR TO, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF THIS AGREEMENT DUE TO THE IMPROPER OPERATION OR NON-OPERATION OF THE SYSTEM (INCLUDING, WITHOUT LIMITATION OR EXAMPLE, THE COMMUNICATIONS EQUIPMENT OR SERVICES NECESSARY TO TRANSMIT TO OR RECEIVE ANY VOICE, VIDEO OR DATA AT THE MONITORING FACILITY); AND (V) SHOULD THERE ARISE ANY LIABILITY ON THE PART OF PHONETEL, INC. OR REPRESENTATIVES FOR ECONOMIC LOSSES, PERSONAL INJURY, INCLUDING DEATH, OR PROPERTY DAMAGE (REAL OR PERSONAL) WHICH IS IN CONNECTION WITH, ARISES OUT OF OR FROM, RESULTS FROM, IS RELATED TO OR IS A CONSEQUENCE OF THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF PHONETEL, INC. OR REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, ACTS, ERRORS OR OMISSIONS WHICH OCCUR PRIOR TO, CONTEMPORANEOUSLY WITH OR SUBSEQUENT TO THE EXECUTION OF THIS AGREEMENT, OR BREACH OF THIS AGREEMENT, OR ANY CLAIM BROUGHT IN PRODUCT OR STRICT LIABILITY, SUBROGATION, CONTRIBUTION OR INDEMNIFICATION, OR ANY OTHER THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR EQUITY, INCLUDING, WITHOUT LIMITATION, ANY GENERAL, DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES, IRRESPECTIVE OF CAUSE, SUCH LIABILITY SHALL BE LIMITED TO THE MAXIMUM SUM OF $500.00 COLLECTIVELY FOR PHONETEL, INC. AND REPRESENTATIVES, AND THIS LIABILITY SHALL BE EXCLUSIVE. IN THE EVENT THAT THE SUBSCRIBER WISHES TO INCREASE THE MAXIMUM AMOUNT OF SUCH LIMITED LIABILITY, SUBSCRIBER MAY, AS A MATTER OF RIGHT, OBTAIN A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT FOR THE INCREASE IN SUCH LIMIT OF LIABILITY, BUT THIS PAYMENT SHALL IN NO WAY BE INTERPRETED TO HOLD PHONETEL, INC. OR REPRESENTATIVES AS AN INSURER.

 

Increase in Charges. Phonetel, Inc. shall have the right to increase periodic charges at any time or times after the expiration of one (1) year from the date of this Agreement upon giving Subscriber written notice thirty (30) days in advance of the effective date of such change. If Subscriber provides written objection to the increase within thirty (30) days of receipt of notice of the increase, and if Phonetel, Inc. does not waive the increase, then Subscriber may terminate this Contract.
 

Transmission of Data, Video or Voice. Subscriber acknowledges and agrees that the System is a non-supervised reporting device. If the transmission
medium for delivery of data (“Signals”), video images or voice or other audio communications from your System to the monitoring facility is incompatible
with the System or is inoperative, circumvented, compromised or interrupted by natural or human causes including, without limitation, the cutting of the
telephone line, radio transmission interference, power line surges or outages, internet or broadband problems and internet or broadband provider problems,
there is no indication of this fact at the monitoring facility. Further, Subscriber understands that (i) a video system enables Phonetel, Inc. to record, store and
review images of the Premises and the area outside of the Premises, (ii) video with audio capability enables Phonetel, Inc. to record, store and review oral
communications from in and outside of the Premises, and (iii) a two-way voice system enables Phonetel, Inc. to "listen-in" to the Premises and to record, store and review such oral communications. Subscriber authorizes and consents to Phonetel, Inc. viewing the Premises and the area outside of the Premises and “listening in” to the Premises and releases Phonetel, Inc. and Representatives for all claims, losses, damages, costs and expenses due to Phonetel, Inc. viewing the Premises and the area outside of the Premises and listening-in to the Premises.
 

 

Release of Insured Losses. Subscriber hereby releases Phonetel, Inc. and Representatives for all losses, damages and expenses (i) covered by Subscriber's
insurance policies, (ii) policy deductibles, co-pay percentage, or retained limits, (iii) in excess of amounts paid by Subscriber's insurance, and (iv) due to
under insurance.
 

 

Waiver of Subrogation. As an inducement to Phonetel, Inc. to enter into this Agreement, Subscriber represents, warrants and covenants that Subscriber's
insurance companies shall not have (a) any rights created by a loan agreement, loan receipt, or other like document or procedure, or (b) any right of
subrogation, indemnification or contribution against Phonetel, Inc. or Representatives.
 

 

INDEMNIFICATION. IF ANYONE OTHER THAN SUBSCRIBER, INCLUDING, WITHOUT LIMITATION, SUBSCRIBER’S INSURANCE COMPANY, ASKS PHONETEL, INC. OR REPRESENTATIVES TO PAY FOR ANY LOSS, DAMAGE OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ECONOMIC LOSSES, PROPERTY
DAMAGE, PERSONAL INJURY OR DEATH) DUE TO (I) BREACH OF CONTRACT OR WARRANTY,
EXPRESS OR IMPLIED, (II) ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND
OR DEGREE BY PHONETEL, INC. OR REPRESENTATIVES, (III) FAILURE OR MALFUNCTION OF THE SYSTEM
TRANSMISSION MEDIUM OR THE MONITORING FACILITY/FACILITIES, (IV) RECORDING OF
COMMUNICATIONS OR VIDEO SURVEILLANCE/RECORDING, (V) PRODUCT OR STRICT LIABILITY, (VI)
A CLAIM FOR SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR (VII) A CLAIM UNDER ANY
OTHER LEGAL THEORY, SUBSCRIBER AGREES TO PAY (WITHOUT ANY CONDITION THAT PHONETEL, INC.
OR REPRESENTATIVES FIRST PAY) FOR ALL LOSSES, DAMAGES, COSTS AND EXPENSES INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES, WHICH MAY BE ASSERTED AGAINST OR INCURRED BY
PHONETEL, INC. OR REPRESENTATIVES.
 

 

Installation; Service; Delays. Subscriber acknowledges and agrees that Phonetel, Inc. and Representatives have no knowledge of existing hidden pipes, wires or other like objects within walls, floors, ceilings and other concealed spaces, and it is Subscriber's obligation to advise Phonetel, Inc. of such hidden objects, failing which Phonetel, Inc. and Representatives are released for any damages, losses or expenses arising out of or from, in connection with, as a result of, related to or as a consequence of such hidden objects. Phonetel, Inc. and Representatives make no representation of delivery and installation of equipment or commencement of Services by any particular date. Any cost or expense incurred as a result of any such delay including, without limitation, any guard services required, shall be borne by and the sole responsibility of Subscriber.
 

 

Compatibility of Digital Alarm Communicator Transmitter (“Panel”). Subscriber understands and agrees that the Panel may be proprietary to Phonetel, Inc. and that it may not be compatible with digital alarm communicator receiving equipment at other monitoring facility companies.

 

Title; Suspension of Service; Shut-Down; Lock-Out. If equipment is leased by or loaned to Subscriber, title to any such equipment shall at all
times hereafter remain in Phonetel, Inc. If customer owned, title to, ownership of and control of the System shall remain at all times in Phonetel, Inc. until subscriber has satisfied all terms of initial agreement. Subscriber understands and agrees that Phonetel, Inc. may, in its sole and absolute discretion, electronically lock out the access control panel or alarm communicator (collectively, the "Panel") in order to limit access to the Panel to Phonetel, Inc. only. Should Subscriber default hereunder, or upon expiration or termination of this Agreement for any reason, or if the System excessively sends video images or data to Phonetel, Inc.'s monitoring facility as a result of any cause other than Phonetel, Inc.'s sole negligence, Subscriber unconditionally and irrevocably authorizes Phonetel, Inc. concurrently or consecutively to: (i) suspend service, (ii) ignore all video images and Signals received from the Systems, (iii) terminate this Agreement, (iv) shut down the Panel and/or the System, (v) render some or all of the equipment incapable of sending a signal locally or communicating with any monitoring facility, and refuse to unlock the Panel, and (vi) provide repair service to the System. In the event that Phonetel, Inc. notifies Subscriber by telephone, electronically or otherwise of Phonetel, Inc.’s decision to service such System and Subscriber fails to (a) immediately authorize Phonetel, Inc. to provide repair services, and (b) provide reasonable unrestricted access to the Premises and the System within four (4) hours after such notice, Subscriber agrees to pay to Phonetel, Inc. its then prevailing charges for each data transmission or video image from or to such System. The exercise of such rights shall not be deemed a waiver of Phonetel, Inc.'s right to damages, and Phonetel, Inc. shall have the right to enforce all other legal or equitable remedies and rights.

 

Damages. If Subscriber fails or refuses to cooperate or if Subscriber prevents Phonetel, Inc. from exercising its rights pursuant to the previous paragraph,
Subscriber shall pay to Phonetel, Inc. the sum of FIVE ($5.00) Dollars for each individual signal from the Premises received by the monitoring facility, as agreed upon damages and not as a penalty, plus all actual attorneys’ fees and court costs incurred by Phonetel, Inc. as a party in any action arising out of or from or related to the previous paragraph or this paragraph.
 

 

No Obligation to Redecorate. Phonetel, Inc. shall be in no way obligated to repair, restore, or redecorate the Premises in the event the System is removed from the Premises.

 

Risk of Loss. Risk of loss or damage to the material and equipment shall pass to Subscriber upon delivery to the Premises.
 

 

Subscriber's Duties and Responsibilities. It is the Subscriber's sole responsibility to (a) confirm that the communications equipment, technology and
services which are not supplied by Phonetel, Inc. are compatible with the System and any monitoring facility, especially when there are changes to (i) such
communications equipment, technology or services, or (ii) any telecommunications, radio, internet, satellite or other service or provider); and (b) test the
System periodically (not less than monthly) and whenever changes are made to the communication path between the System and the monitoring facility,
communications equipment, technology or services for the System; and (c) arrange for appropriate inspections and tests of any fire detection equipment or
system in or on the Premises (a “Fire System”). Any and all inspections and tests of any Fire System shall be requested by Subscriber and performed by
Phonetel, Inc. Any claimed inadequacy or failure of the System shall be immediately reported to Phonetel, Inc.for repair service. Subscriber understands,
acknowledges and agrees that not all communications equipment, technology or services used to transmit Signals, video images and voice or other audio
communication between the System and any monitoring facility are or will continue to be available from every telephone, radio, internet, satellite or other
service provider (collectively, “Provider”). In the event of any discontinuance, suspension, termination, modification or change (collectively, a “Change”) or
any contemplated Change as reasonably determined by Phonetel, Inc. in connection with any communications equipment, technology, software, service or
Provider, and there is a commercially reasonable alternative available in order to continue services under this Agreement, Subscriber hereby authorizes
Phonetel, Inc. to provide Subscriber with such alternative in Phonetel, Inc.’s sole and absolute discretion. Subscriber shall be solely responsible to pay (or shall promptly reimburse Phonetel, Inc.) for (a) all costs of any Provider as well as charges by Phonetel, Inc. to modify, substitute or replace any communications equipment, technology, software, service or Provider (at Phonetel, Inc.’s then prevailing rates on a time and material basis), and (b) any increase in monthly charges under this Agreement for lease, service, monitoring, etc. in connection with, arising out of or from, as a result of or related to any Change to or modification, substitution or replacement of the communications equipment, technology, service or Provider. Any claimed inadequacy or failure of the System, the communications equipment, technology, service or Provider must be immediately reported to Phonetel, Inc. or the Provider, as appropriate, for correction or repair service. When required, Subscriber shall be solely responsible for the connection of the System or any portion thereof to a fire alarm/life safety system.

 

Third Party Charges. Unless Phonetel, Inc. agrees otherwise in writing, Subscriber shall pay all third-party charges arising out of or from, related to, as a result of or in connection with the installation of the System or the performance of Services.
 

 

False Alarms. In the event the System is activated for any reason whatsoever, the Subscriber shall (a) pay without recourse, or (b) reimburse Phonetel, Inc. for any fines, fees, costs, expenses and penalties assessed against Subscriber or Phonetel, Inc. by any court or governmental agency.

 

Fire Alarm Test and Inspection Services.
a. Service for a fire alarm system consists of providing all necessary labor and testing equipment to visually observe and test the (i) detection
devices of the System to determine whether each detection device generates a communication to the control unit(s) of the System; (ii) control unit(s) to
determine whether each control unit generates a communication to the appropriate receiving unit(s) or appliance(s); and (iii) manually activated
devises of the System, all in substantial compliance in all material respects with applicable law.
b. Phonetel, Inc. makes no representation, promise, warranty or guarantee that there will be no interruptions of Service or delay in performing Service. All Service shall be performed at a mutually agreeable date and time, during Phonetel, Inc.’s normal business hours excluding Saturdays, Sundays and holidays.
c. It is understood and agreed by Subscriber that all Service to the System shall be performed by Phonetel, Inc. only. Subscriber agrees to pay Phonetel Inc.'s minimum service call charge in the event Subscriber does not provide unrestricted access when Phonetel, Inc. attempts to provide Service
at the Premises.
d. It is understood and agreed by Subscriber that in the event Phonetel, Inc. identifies a defect or problem with the System or any test or inspection,
Phonetel Inc.’s sole duty is to advise Subscriber’s representative of the defect or problem. Under no circumstances shall Phonetel, Inc. have any duty or obligation to repair, replace, correct or notify any other person of any such defect or problem.
 

 

Default of Subscriber. In the event of any default by Subscriber, without limiting the rights of Phonetel, Inc. under this Agreement or at law or equity, Phonetel, Inc. shall be entitled to retain all prepayments received and Subscriber shall immediately pay to Phonetel, Inc. (a) all payments then due and payable, (b) all charges for labor, material and equipment incurred by Phonetel, Inc. due to such default based on a time and material basis at Phonetel, Inc.’s then prevailing charges, and (c) the remaining balance of all payments which would be due hereunder for the unexpired term as liquidated damages and not as a penalty; and Phonetel, Inc. shall have no further obligation to perform under this Agreement. In addition, if any suit or alternative dispute resolution proceeding is instituted and Phonetel, Inc. is the substantially prevailing party by judgment, award, finding or settlement, Subscriber shall pay directly or reimburse Phonetel, Inc. for all of its costs and expenses including, without limitation or example, consultants’ and professionals’ fees and costs including, without limitation or example, reasonable attorneys’ fees and costs.
 

 

Binding Agreement; Applicable Law. This Agreement becomes binding upon Phonetel, Inc. only (a) when signed by an authorized representative of Phonetel, Inc., who must be a corporate officer if (i) there are any additions to the Agreement, or (ii) any of the printed terms and conditions have been
altered, deleted or substituted by other wording, or (b) upon Subscriber’s acceptance or acknowledgement of this Agreement electronically, or (c) upon commencement of services. This Agreement is binding on the heirs, executors, administrators, successors and permitted assigns of the parties, and shall be governed by and construed according to the laws of the State of Connecticut, without reference to its conflicts of law rules. The interpretation of this Agreement shall not be construed against the drafter.
 

 

Assignability of Agreement. This Agreement is not assignable by Subscriber except upon the written consent of Phonetel, Inc., which shall be in Phonetel Inc.'s sole and absolute discretion. This Agreement or any portion thereof is assignable by Phonetel, Inc. in its sole and absolute discretion.
 

 

Finance and Late Charges. A finance charge of one and one-half (1-1/2%) percent per month (eighteen (18%) percent per year) will apply to all
obligations not paid pursuant to the terms contained herein. Subscriber shall also pay to Phonetel, Inc. an administrative fee (late charge) of ten (10%) percent of any payment due hereunder received by Phonetel, Inc. after the date on which such payment is due as liquidated damages and not as a penalty.
 

 

No Waiver of Breach. There shall be no waiver by Phonetel, Inc. of any breach of this Agreement unless specifically waived in writing by Phonetel, Inc. If Phonetel, Inc. shall waive any breach by Subscriber, it shall not be construed as a waiver of any subsequent breach. Phonetel Inc.'s rights hereunder shall be cumulative, andany rights hereunder may be exercised concurrently or consecutively and shall include all remedies available even though not expressly referred to herein.
 

 

Monitoring Service. Monitoring service consists solely of monitoring service personnel (“Operator”) communicating electronically with First Responders
or calling by telephone the telephone numbers supplied by Subscriber in writing for First Responders and persons identified by Subscriber or Subscriber’s
emergency contacts (the "Call List") within a reasonable period of time under the circumstances at the monitoring facility and the priority of the Signals
which are identified in writing (hereinafter "Listed Codes") or video images which, in the Operator’s sole and absolute discretion, clearly and conspicuously
reveal the necessity for monitoring services appear on the Operator’s computer screen at the monitoring facility or when voice communication requesting
assistance is received by an Operator from Subscriber or from the Premises. No monitoring service shall be rendered for voice communication which does
not request assistance or for video images which do not clearly and conspicuously reveal the necessity for monitoring service. In the event a Signal is
received at the monitoring facility which is not a Listed Code, Subscriber agrees that the sole duty and obligation to Subscriber is for the monitoring facility
to log the Signal (the “Unlisted Code Policy”). If the Premises is located in a jurisdiction requiring a personal verified on-site response (“Verified
Response”) prior to dispatching a First Responder, it is Subscriber’s sole responsibility to engage a service to provide such Verified Response. All fees,
costs and expenses in connection with Verified Response shall be borne by Subscriber only. You understand and agree that First Responders may not be
dispatched or respond to your Premises after notice to First Responders of receipt of a burglar alarm signal or fire alarm signal by the monitoring facility
unless there is independent confirmation of a burglary or fire at your Premises, e.g., an on-site witness' report that a point of entry exists or a fire exists.
Notwithstanding anything contained herein to the contrary, (a) upon receipt of a Listed Code or video images and prior to communicating electronically or
by telephone to First Responders or the Call List, the monitoring facility may, in its sole and absolute discretion and without any liability, attempt to
telephone the Premises or attempt to contact Subscriber through telephone, electronic mail, text message or other similar means of communication at
numbers or addresses provided by Subscriber in writing, as frequently as the monitoring facility deems appropriate to verify the necessity to report the
receipt of a Listed Code or video images to First Responders or the Call List, and (b) upon the receipt of an abort code or oral or electronic advice to
disregard the receipt of a Listed Code or video images from any person at the Premises, Subscriber’s representative or any of the personal contacts on the
Call List, all of whom have Subscriber’s authority and consent to direct the monitoring facility to disregard receipt of a Listed Code, the monitoring facility may, in its sole and absolute discretion and without any liability, refrain from contacting First Responders or the Call List or advise anyone previously
notified of a Listed Code or video images of receipt of an abort code or oral or electronic advice to disregard the receipt of the Listed Code or video images.
The monitoring facility's efforts to notify first responders or the Call List shall be satisfied by advice electronically or by telephone to any person answering
the telephone at the telephone number(s) provided to the monitoring facility in writing or by leaving a message with a telephone answering service or any
mechanical, electrical, electronic or other technology permitting the recordation of voice or data communications. Subscriber acknowledges and agrees that
(i) all software, hardware, firmware, codes, Signals, audio and voice communications, video images, information and documentation arising out of or from,
in connection with, related to, as a consequence of or resulting from this Agreement or the Services (collectively, the “IP Property”) are the sole and
exclusive property of the monitoring facility; and Subscriber has no rights whatsoever in any of the IP Property, and (ii) the monitoring facility shall have
the right in its sole and absolute discretion to destroy, delete, erase, etc. (collectively, “Destruction”) the IP Property at any time without notice to
Subscriber; provided, that upon the written request of Subscriber, received prior to the Destruction of the IP Property, to retain any specific IP Property, the
monitoring facility shall use commercially reasonable efforts to store the specific IP Property as requested by Subscriber on the condition precedent that
Subscriber pay all fees, costs and expenses related to any such request.
 

 

Repair; Inspection; Maintenance.
a. If Subscriber has purchased “Maintenance Services,” Maintenance Services shall consist of providing all necessary labor, material, parts and
equipment to service the System due to ordinary wear and tear only, excluding alarm screens, wiring, light bulbs, L.E.D.s, L.C.D.s, foil tape and obsolete, end of useful life or degraded material, parts or equipment pursuant to the terms hereof. Subscriber shall pay a $25.00 trip charge per maintenance service call. All other service shall be paid by Subscriber on a time and material basis at Phonetel, Inc.'s then prevailing charges.
b. If Subscriber has not purchased Maintenance Services, all maintenance services shall be per call services, consisting of providing all necessary labor, material, parts and equipment to service the Subscriber's system, pursuant to the terms hereof, and Subscriber agrees to pay Phonetel, Inc. on a time and material basis at Phonetel, Inc.'s then prevailing charges.
c. If Subscriber has purchased Test and Inspection Services without Maintenance Services, inspection service consists of providing all necessary labor and testing equipment to inspect only the visible equipment of the System, pursuant to the terms hereof, for the sole purpose of determining if said visible equipment is operative. Inspection service shall be performed on or about the anniversary date of this Agreement conditioned on Subscriber contacting Phonetel, Inc. to schedule an appointment for such service.
d. If Subscriber has purchased Test and Inspection services with maintenance services, maintenance services consists of providing all labor
necessary to inspect the visible parts of the System annually on or about the anniversary date of this Agreement or as otherwise agreed in writing, conditioned on Subscriber contacting Phonetel, Inc. to schedule an appointment for such service, and to provide all necessary labor, material, parts and equipment to service the System at that time due to ordinary wear and tear only, excluding obsolete, end of useful life or degraded material, parts or equipment, pursuant to the terms hereof. All other service shall be paid by Subscriber on a time and material basis at Phonetel, Inc.'s then prevailing charges.
e. If the System is leased, upon receipt of notice from Subscriber of the necessity to service the System, Phonetel, Inc. agrees, pursuant to the terms
hereof, to provide all labor, material, parts and equipment to service the System due to ordinary wear and tear only, excluding obsolete, end of useful life or degraded material, parts or equipment. All other service shall be paid by Subscriber on a time and material basis at Phonetel, Inc.'s then prevailing charges.
f. It is understood and agreed by the parties that all services to the System shall be performed by Phonetel, Inc. only, but Subscriber agrees that Phonetel, Inc.'s duty to service the System is subject to the availability of the original part or equipment from the original manufacturer, and to the terms of this Agreement and conditioned upon Subscriber notifying Phonetel, Inc. of the necessity for such service. Subscriber agrees that all repair, replacement,
programming, reprogramming or modification to the System shall be performed by Phonetel, Inc. only. Unless this Agreement provides otherwise, all
such service shall be paid by Subscriber on a time and material basis at Phonetel, Inc.'s then prevailing charges. Subscriber agrees to pay Phonetel, Inc.'s
minimum service call charge in the event Subscriber does not provide unrestricted access when Phonetel, Inc. attempts to provide service at the Premises.
 

 

Takeover Systems. If the System is a takeover, in whole or in part, Phonetel, Inc. reserves the right, in its sole and absolute discretion, to terminate this
Agreement at any time by ten (10) days written notice to you in the event Phonetel, Inc. determines, in its sole and absolute discretion, that the System is not in good operating condition or in good working order, that the System will not operate properly with the Services, that there have been excessive
activations of the System, that the System has been abused or that the number of problems or cost of service has been or may become excessive and,
upon termination by Phonetel, Inc., Subscriber shall be entitled to reimbursement of the unearned charge paid for the then current period on request of
Subscriber and this shall be the limit of Phonetel, Inc.'s liability. Prior to termination of this Agreement, Phonetel, Inc. reserves the right, in its sole and absolute discretion, to repair any Takeover System that is not in good operating condition or in good working order, on a time and material basis, to be
charged to the Subscriber.
 

 

Delays in Service. Phonetel, Inc. makes no representation, promise, warranty or guarantee that there will be no interruptions of service or delay in
performing service. Phonetel, Inc.'s sole obligation after receiving a service request is to dispatch a service employee to the Premises within a reasonable time after a service employee becomes available, during normal business hours excluding Saturdays, Sundays and holidays, after receipt of Subscriber's
request to do so.
 

 

Video Systems. If the System transmits video images, Subscriber shall (i) provide and maintain adequate power and lighting for all cameras or other video related equipment; (ii) inform all persons on the Premises that they may be monitored by video; (iii) not use or permit the use of video installed where any
person may have a reasonable expectation of privacy; (iv) use broadband connectivity exclusively to transmit video images and audio from any video
system; (v) use the video system for security surveillance and/or management services only; (vi) not use the video system for any criminal, illegal, or
otherwise unlawful activity; and (vii) obtain and keep in effect all permits or licenses required for the installation and operation of the video system.
Subscriber understands and agrees that (i) a video system enables Phonetel, Inc. to record, store and review images of the interior of the Premises and the area outside of the Premises, and (ii) video with audio capability enables Phonetel, Inc. to record, store and review oral communications from in and outside of the Premises. Subscriber hereby agrees, authorizes and consents to Phonetel, Inc. recording, storing and reviewing video images and oral communications transmitted from the video system at the Premises.
 

 

Remote Programming Services. Remote programming services consists of inputting, modifying, deleting and using electronic data concerning operation
of the System through electronic communication between the System and Phonetel, Inc.'s office or monitoring facility. Subscriber hereby consents to Phonetel, Inc. 's performance of all such services pursuant to Phonetel, Inc.'s then prevailing charges for such services.
 

 

Suspension of Service. Subscriber agrees that Phonetel, Inc.'s obligations hereunder are waived automatically without notice and Subscriber releases Phonetel, Inc.’s for all loss, damage and expense in the event of (i) a default or breach of this Agreement by Subscriber, (ii) the monitoring facility, transmission medium between the System and the monitoring facility, or the System is destroyed, damaged, inoperable or malfunctions for any reason whatsoever, or (iii) delays or interruption of Service(s) due in whole or in part, directly or indirectly, to riots, strikes, lockouts, other labor disputes, civil unrest, terrorism, war (declared or undeclared), weather, natural phenomenon, acts of God, casualty, governmental orders, laws, rules or regulations, transportation, environmental conditions or any other reason beyond the reasonable control of Phonetel, Inc., for the duration of such interruption of service, and Subscriber shall be entitled to reimbursement of the unearned charge paid for the period of interruption on request of Subscriber and this shall be the limit of Phonetel, Inc.'s liability. During any interruption of Services for any reason including, without limitation, reasons beyond the reasonable control of Phonetel, Inc., Phonetel, Inc. has no duty, obligation or liability to supply Subscriber with alternative or substitute services.
 

 

Duties of Parties When Equipment Required by Third Parties. Notwithstanding anything contained herein to the contrary, upon receipt of written
notice from Subscriber, Subscriber's insurance company or other authority having jurisdiction, Phonetel, Inc. agrees to furnish and install all material and
equipment required and Subscriber shall pay Phonetel, Inc. for all such costs on a time and material basis at Phonetel, Inc.'s then prevailing charges.
 

 

Key Service. If Subscriber provides Phonetel, Inc. with keys, Subscriber agrees that Phonetel, Inc. and Representatives are released for any loss, damage or expense to Subscriber due to the loss or theft of any keys.
 

 

LIMITED WARRANTY (ONLY IF SYSTEM SOLD TO SUBSCRIBER).
a. PHONETEL, INC. HEREBY WARRANTS TO SUBSCRIBER THAT ORIGINALLY PURCHASED THE SYSTEM ALONE ONLY THAT ALL OF THE MATERIAL IS INSTALLED IN A GOOD AND WORKMANLIKE MANNER. IN THE EVENT THAT ANY PART, EXCEPT FOR WIRING, BATTERIES AND OTHER CONSUMABLE PARTS SHALL BECOME DEFECTIVE WITHIN NINETY (90) DAYS FROM THE DATE OF THE ORIGINAL INVOICE FOR THIS INSTALLATION, PHONETEL, INC. SHALL, AT ITS SOLE ELECTION, REPLACE OR REPAIR THE DEFECTIVE PART WITHOUT CHARGE TO SUBSCRIBER. THIS WARRANTY IS NOT ASSIGNABLE.
b. IF SUBSCRIBER DISCOVERS A DEFECT IN THE PRODUCTS SUPPLIED UNDER THIS AGREEMENT, SUBSCRIBER SHALLIMMEDIATELY CONTACT PHONETEL, INC. IN WRITING OR BY TELEPHONE, AT THE ADDRESS AND TELEPHONE NUMBER SET FORTH HEREIN, AND FULLY DESCRIBE THE NATURE OF THE DEFECT SO THAT REPAIR SERVIE MAY BE RENDERED. EXCEPT AS SET FORTH IN PARAGRAPH
c. THIS WARRANTY DOES NOT COVER ANY SOFTWARE, ON-SITE PROGRAMMING OR REPROGRAMMING OF THE SYSTEM, OR DAMAGE TO MATERIAL OR EQUIPMENT CAUSED BY ACCIDENT, VANDALISM, WAR, DECLARED OR UNDECLARED, CIVIL UNREST, TERRORISM OR OTHER VIOLENCE, SUBSCRIBER NEGLIGENCE, FLOOD, WATER, LIGHTNING, FIRE, INTRUSION, ABUSE, ISUSE, AN ACT OF GOD, STRIKE, LOCKOUT OR OTHER LABOR DISPUTE, ANY LAW, ORDER OR OTHER REQUIREMENT OF ANY GOVERNMENAL AGENCY OR OTHER AUTHORITY, ANY CASUALTY, INCLUDING ELECTRICITY, ATTEMPTED UNAUTHORIZED REPAIR SERVICE, MODIFICATION OR IMPROPER INSTALLATION BY ANYONE OTHER THAN PHONETEL, INC., OR ANY OTHER CAUSE OTHER THAN ORDINARY WEAR AND TEAR. PHONETEL, INC. SHALL NOT BE LIABLE FOR ANY GENERAL, DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, STATUTORY, MULTIPLE, INCIDENTAL
OR CONSEQUENTIAL DAMAGES. SUBSCRIBER ACKNOWLEDGES: THAT ANY AFFIRMATION OF
FACT OR PROMISE MADE BY PHONETEL, INC. SHALL NOT BE DEEMED TO CREATE AN EXPRESS
WARRANTY; THAT PHONETEL, INC. DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS THAT THE SYSTEM OR SERVICE
SUPPLIED MAY NOT BE COMPROMISED, CIRCUMVENTED, OR THE SYSTEM OR SERVICES WILL IN ALL CASES PROVIDE THE SIGNALING, MONITORING AND RESPONSE FOR WHICH IT WAS
INTENDED; THAT SUBSCRIBER IS NOT RELYING ON PHONETEL, INC.'S SKILL OR JUDGMENT IN
SELECTING OR FURNISHING A SYSTEM SUITABLE FOR ANY PARTICULAR PURPOSE; THAT THERE
ARE NO EXPRESS WARRANTIES WHICH EXTEND BEYOND THOSE ON THE FACE OF THE
AGREEMENT HEREOF, OR HEREIN, AND THAT ALL IMPLIED WARRANTIES, IF ANY, COINCIDE
WITH THE DURATION OF THIS NINETY (90) DAY WARRANTY.
 

 

Phonetel Inc.’s Duty Concerning Property of Others. Subscriber agrees that Phonetel, Inc. has no responsibility for the condition or operation of any equipment, device, or property of any sort of Subscriber, the communications provider or others ("Property"). If Phonetel, Inc. provides service to Property, Subscriber agrees that all relevant terms and conditions of this Agreement shall apply to all such service and Subscriber shall pay for such service on a time and material basis at Phonetel, Inc.'s then prevailing charges.
 

 

Contractual Limitation of Actions. All claims, actions or proceedings, legal or equitable, against Phonetel, Inc. or Representatives must be commenced in court within one (1) year after the cause of action has accrued, without judicial extension of time, or said claim, action or proceeding is barred. Time is of the
essence of this paragraph.
 

 

Integrated Agreement; Valid Agreement; Modifications. This instrument contains the entire Agreement between the parties hereto with respect to the
transactions described herein and supersedes all previous and contemporaneous negotiations, commitments, contracts, express or implied, warranties,
express or implied, statements and representations, whether written or oral, pertaining thereto, all of which shall be deemed merged into this Agreement.
NEITHER PARTY HAS AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT,
WARRANTY, OR INDUCEMENT (COLLECTIVELY, "INDUCEMENT") WHICH IS NOT EXPRESSED HEREIN. EACH PARTY
REPRESENTS THAT IT/HE/SHE IS NOT RELYING ON ANY INDUCEMENT IN SIGNING THIS AGREEMENT WHICH IS NOT
EXPRESSED IN THIS AGREEMENT. Should any provision hereof (or portion thereof), or its application to any circumstances, be held illegal, invalid
or unenforceable to any extent, the validity and enforceability of the remainder of the provision and this instrument, or of such provisions as applied to any
other circumstances, shall not be affected thereby, and shall continue in full force and effect as valid, binding and subsisting; provided, however, in the
event either the “Disclaimer/Limitation of Liability” or “Indemnification” sections or any portion of each is held by a court to be invalid or unenforceable,
Phonetel, Inc. shall have the right to terminate this Agreement without any liability upon thirty (30) days prior written notice to Subscriber. If any provision or portion thereof is stricken, then such stricken provision or portion thereof shall be replaced, to the extent possible, with a legal, valid and enforceable
provision that is as similar in tenor to the stricken provision or portion thereof as is legally possible. All changes or amendments to this Agreement must be
in writing and signed by all parties to be binding on the parties.
 

 

Additional Equipment or Service. If, at any time after the date hereof, additional equipment or services are requested or authorized by Subscriber, all
sales, leases, installation and services supplied by Phonetel, Inc. shall be subject to the terms of a new agreement or the terms of this Agreement, at Phonetel, Inc.’s sole discretion. Additional charges shall be made for such additional sales, leases, installation or services.
 

 

Right to Subcontract. Phonetel, Inc. may subcontract for the provision of services under this Agreement. Subscriber acknowledges and agrees that the
provisions of this Agreement inure to the benefit of and are applicable to any subcontractors engaged by Phonetel, Inc. to provide any service set forth herein to Subscriber, and bind Subscriber to said subcontractor(s) with the same force and effect as they bind Subscriber to Phonetel, Inc.
 

 

Consent to Intercept, Record, Disclose and Use Contents of Communications. Subscriber, for itself and as the authorized agent of its owners, partners,
members, officers, directors, invitees, guests, agents, representatives and employees (individually and collectively, "Any Person"), hereby consents to
Phonetel, Inc. intercepting, recording, retrieving, reviewing, copying, disclosing and using the contents of all telephone, video, wire, oral, electronic and other forms of transmission or communication to which Subscriber and/or Any Person and Phonetel, Inc. are parties.
 

 

Prior Agreements with Others. Subscriber represents and warrants that (a) his/her/its cancellation or termination of any contract, or (b) execution of this
Agreement does not breach and will not breach any contract with or obligation to any other person or entity. Subscriber agrees to protect, defend,
indemnify and hold harmless Phonetel, Inc. and Representatives from and against and pay (without any condition that Phonetel, Inc. or Representatives first pay) for all claims, demands, suits, liabilities, losses, damages, judgments, costs and expenses including, without limitation, attorneys' fees and court costs arising out of or from, in connection with, as a result of, related to or as a consequence of Subscriber's breach of this representation and warranty.
 

 

Subscriber's Duty to Pay for Increased Costs. Notwithstanding anything to the contrary contained herein, including but not limited to paragraph 2
above, if (i) any state or Federal statute or regulation, or (ii) any trade union jurisdictional dispute results in Phonetel, Inc. incurring any extra expense including, without limitation, paying higher compensation or wage rates to perform the installation and/or service, Subscriber hereby consents and authorizes Phonetel, Inc. to incur such extra expense on behalf of and for the account of the Subscriber, and Subscriber shall pay Phonetel, Inc. for all such costs incurred by Phonetel, Inc.
 

 

Environmental Considerations. Subscriber acknowledges and agrees that any duty or obligation of Phonetel, Inc. or Representatives under this Agreement, at law or in equity is subject to and conditioned upon, among other things, the Premises not containing or being affected in any manner whatsoever by any
public or private nuisance, ultra-hazardous or dangerous activity or any hazardous substance ("Environmental Considerations"), or the violation of any
applicable local, state or federal statute, ordinance, rule, regulation, order or court order arising out of or from, in connection with, resulting from, related to
or as a consequence of Environmental Considerations. In the event the Premises contain or are affected by Environmental Considerations, Phonetel, Inc. may
elect, in its sole and absolute discretion and without any liability whatsoever, to (i) terminate this Agreement pursuant to the paragraph titled "Default of
Subscriber", or (ii) affirm this Agreement. If Phonetel, Inc. affirms this Agreement, Subscriber shall (a) immediately remove all Environmental Considerations at Subscriber's sole cost and expense and (b) pay Phonetel, Inc. for all increased costs to perform this Agreement.
 

 

U.L. Certified Systems. In the event the System is U.L. certificated, Subscriber shall pay Phonetel, Inc.'s prevailing initial and renewal certificate fees. In the event the System is activated without objective physical evidence of the necessity for the activation and Phonetel, Inc. dispatches an agent, Subscriber shall pay Phonetel, Inc.'s prevailing charge for dispatch of such agent. U.L. certificated systems satisfy the requirements of U.L. for the stated class and grade as of the date of installation. If in the future U.L. adopts new or different specifications for the certificate issued, Phonetel, Inc. agrees, upon receipt of written consent of Subscriber, to perform all services necessary to satisfy the new or different specifications of U.L. for the certificate issued, and Subscriber shall pay all costs thereof at Phonetel, Inc.'s then prevailing charges.
 

 

Paragraph Headings. The paragraph titles used herein are for convenience of the parties only and shall not be considered in construing the provisions
of this Agreement.
 

 

Credit Investigation Report. Subscriber authorizes and consents to credit investigations and reports by Phonetel, Inc. and any other person or entity
that provides financing to Phonetel, Inc. or to whom this Agreement may be assigned.
 

 

Right to Notice and Cure. In the event of any breach of this Agreement by Phonetel, Inc., Subscriber agrees to provide written notice to Phonetel, Inc.
specifically identifying the nature of the breach and the provisions of this Agreement affected thereby, and to permit Phonetel, Inc. to cure the breach within
five (5) business days after receipt of the written notice or, if the breach cannot be reasonably cured within said period, to promptly commence to cure and
diligently proceed until cured. If Phonetel, Inc. cures any said breach as provided herein, this Agreement shall continue unabated and Phonetel, Inc. shall not be liable to Subscriber for any loss, damage or expense arising out of or from, resulting from, related to, in connection with or as a consequence of any said
breach.
 

 

JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING ("SUIT") ARISING OUT OF OR FROM, IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF THE STATE OF CONNECTICUT. EACH PARTY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF EACH SUCH COURT IN ANY SUCH SUIT AND WAIVES ANY OBJECTION THAT IT MAY HAVE TO JURISDICTION OR VENUE OF ANY SUCH SUIT. EACH PARTY CONSENTS TO SERVICE OF PROCESS IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS AGREEMENT. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING BROUGHT BY EITHER PARTY.
 

 

Right to Terminate. Notwithstanding anything contained herein to the contrary, Phonetel, Inc. may, in its sole discretion, terminate this Agreement, with or
without cause and without any liability whatsoever, upon thirty (30) days notice to Subscriber. In the event such termination is without cause, Phonetel, Inc. shall, upon the written request of Subscriber, refund any unearned service charges. If the termination is for a monetary default, Subscriber understands and agrees that Phonetel, Inc. shall not release any data related to the System or any Services unless and until all amounts owed are paid in full.
 

 

Phonetel, Inc. as Agent. Subscriber hereby appoints Phonetel, Inc. as Subscriber’s exclusive agent for the term of this Agreement with the authority to act on Subscriber’s behalf for all purposes under this Agreement including, without limitation, communicating with any monitoring facility related to the System
and Services.
 

 

Internet Services. Phonetel, Inc. hereby grants to Subscriber a non-exclusive, non-transferable license to use the Phonetel, Inc.’s internet site and/or software to access, input, delete and modify information through the internet. Except for Subscriber’s (a) failure to keep confidential all information, passwords, etc., (b) use of the license or the Information in any manner that negatively affects Phonetel, Inc., (c) use of the license or the Information for any illegal purpose, or (d) violation of any applicable law, this license shall continue and be coextensive with the term of this Agreement. Subscriber shall be solely and absolutely responsible for the Information which it inputs, deletes or modifies. Subscriber agrees that upon termination of this Agreement or termination or suspension of the license by Phonetel, Inc., Phonetel, Inc. may immediately, and without notice, disable Subscriber’s access to the website, internet site and/or software and cancel all passwords or other access codes.
 

 

Cross-Default. In the event Phonetel, Inc. and Subscriber are parties to any other agreement, Subscriber acknowledges and agrees that a default by Subscriber under this Agreement or any other agreement between the parties shall be deemed to be a default by Subscriber under all such agreements between the parties permitting Phonetel, Inc. to exercise any or all of its rights under any or all of such agreements in the sole and absolute discretion of Phonetel, Inc.
 

 

Email Notice. In the event Subscriber elects to receive automatic email notice of certain System events, e.g., the arming or disarming of the System,
Subscriber acknowledges, understands and agrees that (I) any such notice is conditioned on (a) receipt of the data at Phonetel, Inc.'s assigned monitoring station, (b) the proper operation of communication equipment, services, systems and networks including, without limitation, the internet, and (c) any failure,
malfunction or delay in processing or transmitting the data by Phonetel, Inc.'s equipment or software, and (II) Phonetel, Inc. is hereby released from any liability arising out of or from, resulting from or in connection with the failure, malfunction or delay of any such notice for any reason, including Phonetel, Inc.'s or Representative's sole, joint or several negligence of any kind or degree.
 

 

Electronic Media. Subscriber authorizes Phonetel, Inc. to scan, image or otherwise convert this Agreement and any ancillary documents into an electronic
format of any nature and to destroy all such written documents. Subscriber agrees that a copy of this Agreement or other ancillary document produced from
such electronic format is legally equivalent to the original for any and all purposes, including litigation or arbitration.
 

 

Execution in Counterparts and by Facsimile or Electronically. This Agreement may be executed in any number of counterparts, any one of which need
not contain the signature of more than one party, but all of which shall together constitute one and the same instrument. The parties agree that this
Agreement and the signatures affixed hereto may be transmitted and delivered by facsimile or electronically and that all such signatures and this Agreement
transmitted or delivered by facsimile or electronically shall be deemed to be originals for all purposes and given the same legal force and effect as the
original Agreement and original signatures, including litigation and arbitration.
 

 

Consent to Communicate to Others. Subscriber hereby irrevocably authorizes and consents to Phonetel, Inc. communicating with U.L. (as necessary or
appropriate) and Subscriber’s insurance company and/or broker in connection with this Agreement and/or the relationship between Phonetel, Inc. and Subscriber arising out of or from or as a result of this Agreement; provided, that Phonetel, Inc. shall not be obligated or required to communicate with any other person or entity including, without limitation, U.L. and Subscriber’s insurance company or broker, and all such communication shall be in Phonetel, Inc.’s sole and absolute discretion; provided, further, that all such communications or failures to communicate shall not result in any liability of Phonetel, Inc. or Representatives. No third-party including, without limitation, U.L. and Subscriber’s insurance company and broker are third-party beneficiaries of this section.
 

 

Authorization. Phonetel, Inc. and Subscriber each represent and warrant to the other party that (i) the execution, delivery and performance of this Agreement have been duly authorized by all necessary entity action, and (ii) this Agreement constitutes a valid and binding obligation as to it, enforceable against it in accordance with its terms.

Last Updated: October 2018. oneSECURE is a trademark owned by Phonetel, Inc.