PAYMENT: For the Systems described above (each generally referred to as a "System"), monitoring and other services, the Account Holder (sometimes referred to as "you") agrees to pay the total sum provided on this page as the Subtotal for an initial term, the duration of which is provided on this page as the Subscription Plan (hereafter, "Term Duration"), payable in advance.

TERM: For services, the original term of this agreement starts seven days after the signed agreement is accepted by BAY and continues for the Term Duration, and will automatically continue for renewal terms of the same Term Duration at a sum provided on this page as the Recurring amount thereafter unless modified or canceled by either of us as provided herein.

BAY agrees to provide the Systems, monitoring and other services in accordance with the terms of this Agreement. You acknowledge and agree that this Agreement is a service agreement only and during the term of this Agreement. Any person using a System (whether you or another person) is referred to herein as a "User". IF ANYONE OTHER THAN YOU IS A USER OF ANY OF THE SYSTEMS OR SERVICES SUCH USER IS A THIRD PARTY BENEFICIARY TO THIS AGREEMENT AND IS BOUND BY ALL OF THE TERMS HEREIN, INCLUDING BAY'S DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

1. SYSTEM SETUP; ACCOUNT HOLDER'S DUTIES

The Systems are set up and connected by the Account Holder. The Systems will be delivered by BAY to an address specified by you, and instructions for setup will be included with the Systems. Additional installation assistance and additional information regarding System activation is contained on BAY's website at www.bayalarmmedical.com. You accept the responsibility for contacting BAY for additional instruction on the use or functions of the Systems. During the term of this Agreement, BAY will monitor the Systems in accordance with the provisions set forth herein.

You will instruct all other persons who may use the Systems on their proper uses, including any User if different than you. You or the User will test the Systems and send test signals to BAY's monitoring facility or an independent monitoring facility that BAY selects (either sometimes referred to as the "Center") on a monthly basis. If the Center does not respond to the test signal, you should call the Center and confirm the status of the test.

You agree that each User of the System will use it carefully so as to avoid causing false notifications or alarms. Verbally requesting emergency responders (e.g. police or fire) when no emergency exists could be a crime. If BAY receives too many false notifications or alarms, that will constitute a breach of contract by you, and BAY may cancel the monitoring service. If a false alarm fine or penalty or a response fee is charged to BAY or you by any governmental agency, you will pay for the charge.

You will complete and give BAY a Customer Information Form ("CIF"), accessible through BAY's website or mobile app, which requires agreeing and acknowledging that (a) any User has read this Agreement and understands and agrees to be bound by all of the terms and conditions contained herein, including the limitation of liability set forth in sections 10 and 11. (b) you and any User hereby authorizes any licensed Physician to administer all emergency medical treatment deemed necessary in case of extreme emergency. You will notify BAY in writing of any changes in the instructions, persons or telephone numbers on the CIF. If a hardcopy is required BAY will mail a blank form to you.

You agree that BAY may disclose the information on the CIF to any governmental agency having jurisdiction over the use and operation of the System. The city or county in which the User's home is located or in which the System is used may require that the User obtain a license or permit for the use and monitoring of the Systems. Therefore, local authorities may not respond to alarm notifications or requests for assistance until all permits or licenses for use of the System have been obtained. You will obtain and keep in effect all permits or licenses that may be required for the installation and operation of the System. You agree not to relocate or alter or disconnect any of the communication devices, networks or systems, as it may affect the functionality and operation of the System, except as specified in written authorization from BAY.

You will not damage, encumber or tamper with the Systems or permit the Systems to be damaged, encumbered or tampered with, including attempted repairs. You will not dispose of or permit disposal of Leased System components without BAY's written authorization.

BAY WILL HAVE NO OBLIGATION TO PROVIDE MONITORING SERVICE AND BAY WILL HAVE NO OBLIGATION TO NOTIFY EMERGENCY PERSONNEL OR OTHER PERSONS ON THE CIF UNTIL BAY HAS RECEIVED AND ACCEPTED (1) A COPY OF THIS AGREEMENT SIGNED BY THE ACCOUNT HOLDER; (2) A COMPLETED CIF; AND (3) TEST SIGNALS FROM EACH OF THE SYSTEMS.

2. SYSTEM COMPONENTS

Sold System components (if so identified in "Purchase Type" in the Systems) are sold to you and upon termination of this Agreement they will be disconnected from BAY's monitoring facilities, but do not have to be returned to BAY. Leased System components (if so identified in "Purchase Type" in the Systems) at all times, remain the property of BAY and are provided as part of the service. At the end of this Agreement, you must return all Leased System components to BAY in good operating condition. If you fail to do so within ten (10) days following the expiration or termination of this Agreement, you will be fully liable for the value of all System components, which you agree is $299.00 for each Leased System component not returned fully functional, and you further agree that BAY may charge said amount to the credit card or bank account used at time of the initial transaction or as updated by you (sometimes referred to as your "Payment Method"). BAY may retain this as payment in full for the System. In the event of loss or damage to Leased System components or any part thereof, you agree to pay BAY the System's reasonable replacement value.

3. SYSTEM REQUIREMENTS

You will provide a 110-volt non-switched electrical outlet for each System's transformer.

A System includes a communicator that sends signals to the Center through technologies which may include your landline telephone service, cellular networks, local exchange, inter-exchange and Internet backbone carrier lines and through routers, switches and by cellular network carriers, utilities, satellite companies, communications companies, internet service providers and other third parties, which are beyond BAY's control. BAY makes no representations or warranties as to how fast a signal will be received at the Center, because signal transmission speed may be adversely affected by Internet traffic or other causes beyond our control. In addition, you shall not be entitled to receive any service fee credits or refunds for services outages or interruptions beyond BAY's sole and exclusive control. You accept all risk arising out of or relating to the delay, failure, interruption, or corruption of the signal transmission. The System will not work on your cellular telephone service.

3.1. IN-HOME LANDLINE-BASED SYSTEMS

If the System communicates with our monitoring facility using standard landline telephone service, you will provide a standard telephone jack to connect the System to telephone service. For a landline telephone service connection, you will pay for all telephone charges including any installation fee for any additional special jack or dedicated line. BAY recommends the use of an RJ31X or equivalent telephone jack to give the System priority over other telephones in your premises, HOWEVER, WHEN THE SYSTEM IS ACTIVATED, YOU WILL BE UNABLE TO USE YOUR TELEPHONE TO MAKE OTHER CALLS (SUCH AS CALLS TO THE 911 EMERGENCY OPERATOR), AND THEREFORE, YOU MAY WISH TO HAVE THE SYSTEM CONNECTED TO A SECOND TELEPHONE LINE. If your telephone is out of order, placed on vacation status or otherwise not working, signals cannot be transmitted and the Center and BAY will not know of the telephone service problem. The use of DSL, VoIP or other broadband telephone service may prevent the System from transmitting emergency signals to the Center after it is installed or at any time in the future, and/or interfere with the telephone line-seizure feature of the System. DSL service should be installed on a telephone number that is not used for System signal transmission. You agree to notify BAY if you have installed or intend to install DSL, VoIP or other broadband service. IMMEDIATELY AFTER THE INSTALLATION OF DSL, VoIP OR OTHER BROAD BAND SERVICE YOU MUST TEST YOUR SYSTEM'S SIGNAL TRANSMISSION WITH THE CENTER. You agree to reimburse BAY for any costs BAY may incur to reprogram the System's communication devices because of area code changes or other dialing pattern changes.

3.2. IN-HOME OR MOBILE CELLULAR-BASED SYSTEMS

Cellular transmissions may be impaired by atmospheric conditions, including electrical storms, power failures or other conditions and events beyond BAY's control. You acknowledge that the use of cellular services may be controlled by local state agencies and the Federal Communications Commission and changes in rules, regulations and policies may necessitate BAY's discontinuing such transmission facilities at BAY's option, in which event BAY may be required to substitute another form of transmission service. You further acknowledge that signals are transmitted over cellular communications facilities provided by independent carriers or providers, which are wholly beyond BAY's control and are maintained and serviced solely by the applicable carrier or provider. You further understand and agree that cellular transmission facilities currently used may not be available in the future, and in such event you agree that in order to provide monitoring service, BAY may be required to replace or modify your existing transmission facilities. In such event, you agree to pay BAY's standard rates and charges for the installation and use of such facilities.

4. SERVICES

You acknowledge and agree that this Agreement is a service agreement only and during the term of this Agreement. BAY shall connect the Systems to the Center. BAY reserves the right to record all telephone conversations between yourself or any User and the Center, or between yourself or any User and BAY. BAY may discontinue any particular form of response if required to do so by any governmental authority or insurance interest. You acknowledge and agree that all monitoring software, computer codes and monitoring information remain BAY's sole and exclusive property. Additionally, you understand and accept the following features of each System:

4.1. PERSONAL EMERGENCY RESPONSE SYSTEM SERVICE

Personal Emergency Response System (commonly "PERS") service is designed to enable the User to send a signal to the Center when experiencing a medical emergency. When an emergency signal from the PERS is received in the Center, the Center will try to telephone the appropriate emergency response authority and/or emergency contact(s) as designated on your CIF. To avoid false alarms, the Center may use the two-way audio feature of the System, if provided, or call the User as designated on your CIF to determine if an actual emergency exists before BAY calls any authorities, emergency contacts on your CIF, or dispatch emergency personnel in response to a PERS signal. The Center will dispatch to a location verbally confirmed by a User if possible, or to the premise addressed provided by you if no other location is specified. If the Center has reason to believe that no actual emergency exists, it may choose not to place such call or notify emergency response personnel. If you provided information about the premises or User in the CIF, the Center may provide that to emergency response personnel. YOU AGREE THAT THE CENTER IS RESPONSIBLE ONLY FOR ENDEAVORING TO NOTIFY BY THE PHONE THE APPROPRIATE EMERGENCY AGENCY OR OTHER PERSONS NAMED IN THE CUSTOMER INFORMATION FORM. YOU UNDERSTAND THAT THE CENTER WILL NOT SEND ANY BAY OR CENTER PERSONNEL TO YOUR PREMISES IN RESPONSE TO ANY EMERGENCY SIGNAL OR OTHERWISE PROVIDE ANY MEDICAL ASSISTANCE. You acknowledge that PERS is intended to be used only for medical and similar personal emergencies, and not as a burglar or fire alarm system.

4.2. FALL DETECTION SERVICE

Fall Detection ("FD") service is a supplementary service which uses motion sensor technology. An FD-enabled PERS System is designed to send an emergency signal to the Center without requiring a User's intentional activation of the System. Even when used as directed in the setup instructions, FD-enabled PERS Systems do not detect falls with perfect accuracy or precision: Users should manually activate the System if possible when needed.

4.3. MOBILE SERVICE

Mobile Service (commonly "GPS") as offered by BAY is a supplementary service which uses Global Positioning Satellites and other location-detection technologies. A GPS-enabled PERS System is designed to send a location signal to the Center in addition to any emergency signal, when used from a location within the Contiguous United States, Alaska or Hawaii. When a signal is received as part of a System activation, the Center will attempt to access the activated System's location as part of its PERS service response. For any related dispatch where a location cannot be verbally confirmed, the Center will attempt to dispatch emergency personnel to the last location received from that System as part of the System activation, or, if such signal is stale, to the premise address provided by you. You understand that notification and response procedures may be governed by local law where the System is positioned when activated, and the Center is obligated to adhere to the rules, regulations and restrictions governing notifications imposed by such local jurisdictions. In addition to the above services, BAY may provide you with access to a website or mobile app which allows a viewer to view recent location signals from a GPS-enabled System on a map or request an updated location, among other features. BAY may require an additional service fee to provide access to this website or mobile app.

4.5. ADDITIONAL MAINTENANCE AND REPLACEMENT SERVICE

For Leased System components during the entire term of this Agreement, and for Sold System components during the first year of this Agreement, BAY will replace a manufacturer defective System without charge. If you believe the System is not functioning properly due to a manufacturer defect, you must call the Customer Service telephone number set forth in the system setup instructions or available on BAY's website. If the problem cannot be resolved by telephone, BAY's service department will ship replacement System components to an address specified by you. You shall return the replaced unit in accordance with the return instructions provided with the new System components. If you fail to return the replaced unit within thirty (30) days of receipt of the replacement System, you will be responsible for and agree to pay a replacement charge of $299. Failure to pay the replacement charge will be a material breach of this Agreement, and in such event BAY may terminate this Agreement pursuant to Section 9. For Sold System components after the first year of this Agreement, BAY will replace any defective equipment and you will pay BAY's then prevailing standard equipment replacement charge in accordance with the return and replacement process described above. BAY may use replacement parts that differ from the manufacturer model of the original part, but will be similar in functionality.

In addition to the standard replacement service provided above, BAY may provide additional replacement service (an "Additional Maintenance and Replacement Service" or "Warranty") for an additional monthly fee. If you subscribe to this service, the additional monthly fee will be prorated and charged immediately. The Additional Maintenance and Replacement Service will allow you to request a replacement of your PERS System that is not properly functioning for any reason other than a manufacturer defect for free in any twelve (12)-month period, provided, however, that any additional replacement for reasons other than a manufacturer defect within the twelve (12)-month period will be charged at BAY's standard rate. To utilize this service, you need to follow the same procedures as detailed above with regard to obtaining a return merchandise authorization from BAY's service department and returning the replaced unit to us.

5. PAYMENT AND TERMS

You agree to pay BAY the sales price for each System, and service fees as indicated above. You authorize BAY to initiate payments for the sales price, use of the System, monitoring and other services and your other obligations under this Agreement from the Payment Method. You further agree that if payments to be made pursuant to this authorization are discontinued or terminated by you or any payment is refused or dishonored by the credit card company, check clearing house, or is otherwise not paid to BAY for any reason, that your payment obligations under this Agreement remain in full force and effect and you agree to pay the same to BAY by check or other good funds.You are to receive no credit if any System is temporarily disconnected or out of service for any reason.

5.1. RENEWAL

Upon expiration of the initial term or any renewal term, this Agreement shall automatically, without action by either BAY or Account Holder, extend and renew itself under the same terms and conditions for renewal terms of the Term Duration, for a total services fee of the sum provided on this page as the Recurring amount unless terminated or modified as set forth herein. For the initial term and for each renewal term, the service fee will be billed and is payable in advance.

5.2. LATE FEES; DEFAULT

You agree to pay BAY's standard rates for past due or carrying charges, and collection cost if payments are not made on time. If it becomes necessary for BAY to institute legal proceedings to collect any charges as set forth herein, the unsuccessful party shall pay to the successful party reasonable attorney's fees and actual court cost wherein permitted by law. If you fail to pay any obligations under this agreement when due, upon ten (10) days' written notice, BAY may disconnect any or all Systems, terminate this agreement, and recover all damages to which BAY is entitled. If a System is deactivated because of your past due balance, and if you desire to have the System reactivated, you agree to pay in advance to BAY a reconnection fee in addition to all past due amounts. You authorize BAY to investigate your credit record, and to report your payment performance under this Agreement to credit agencies and credit reporting services.

5.3. CHARGES, TAXES, RATE INCREASES

You agree to pay all applicable sales, service, property, use and local taxes; any ambulance or paramedic charges or fees; and any permit fees, administrative fees, credit card processing fees, telephone charges, return check charges, late charges or penalties, if applicable, whether imposed on you or BAY, and BAY may initiate payment for such items from your Payment Method.

BAY shall have the right, at any time, to increase the services fee to reflect any additional or increased taxes, licenses, permits, fees or charges which may be charged to BAY by any utility or governmental agency or private response agency relating to the monitoring service and you agree to pay the same. So that BAY may properly adjust its rates to meet changing service costs and notwithstanding the terms and conditions set forth herein after the expiration of one (1) year from the date of acceptance of this agreement and not more often than once every twelve (12) months, BAY may increase the monthly service charge by up to 1.5 times the current Bureau of Labor Statistics Consumer Price Index for all urban consumers (related areas) or if this index is discontinued, a comparable index as measured from the date of this agreement to the effective date of the increase upon giving the Account Holder notice in writing.

Not withstanding any other terms and conditions set forth in this agreement, so that BAY may properly adjust periodic charges to receive increases in its services costs which are not recovered by increase pursuant to paragraph above, at any time after the expiration of one (1) year from date of installation, BAY may increase the monthly service charge to an amount exceeding the charge provided in paragraph above upon giving the Account Holder notice in writing. If you refuse a rate increase, BAY has the right to rescind or reduce said rate increase. If BAY declines its right to reduce or rescind rate increase and if you are unwilling to pay such additional monthly charges imposed pursuant to this sub-paragraph, you may terminate this agreement upon giving written notice to BAY within ten (10) days from the effective date of the increase. The Account Holder's failure to notice BAY within said ten (10) days shall constitute consent to the increase pursuant to this sub-paragraph.

5.4. DISCOUNTS

Discounts on products and services are granted at BAY's sole discretion, with eligibility often based on the context or content of this Agreement as originally drafted. In the event of modification of this Agreement, or termination of a service or System, or at BAY's sole discretion, you may lose the benefit of any discount.

6. CANCELLATION, TERMINATION, REMOVAL OF SYSTEM

You acknowledge and agree that BAY may stop or suspend monitoring and/or other services immediately for any of the following reasons. (a) Strikes, severe weather, earthquakes or other such events beyond BAY's control affecting the operation of the Center or so severely damaging your or any User's premises that continuing service would be impractical. (b) There is an interruption or unavailability of the telephone service, cellular service, or other communication service between any System and the Center. (c) BAY is unable to provide service because of some action or ruling by any governmental authority. (d) You become a debtor in a bankruptcy proceeding. (e) In case of default as provided in sections 5.2 and 6.1.

6.1. TERMINATION

BAY may terminate this Agreement or any service provided herein at any time by giving you not less than 30 days advance written notice. You may terminate this Agreement or any System or service provided herein at any time by giving BAY not less than 30 days advance written notice and by also returning all related Leased System components. If you terminate this Agreement within a recurring payment cycle, the applicable charges will be discontinued starting from the month immediately subsequent to the month in which (i) the termination notice takes effect, or (ii) all BAY owned equipment is returned, whichever is later (the "Month of Termination"), and BAY will refund or maintain an account credit of all pro-rated monthly fees for the months starting from the Month of Termination which were prepaid for the recurring payment cycle, if applicable. In case of termination of one of System or services within a System (the "Terminated Services"), the Terminated Services will be discontinued and you will be charged the service fee for the remaining Systems starting from the month immediately subsequent to the Month of Termination, and BAY will refund or maintain an account credit of all pro-rated monthly fees for the months starting from the Month of Termination for any Terminated Services that were prepaid for the recurring payment cycle, if applicable, and less any discounts related to the Terminated Services. This Agreement will remain in full force and effect with respect to the remaining Systems.

If this Agreement or any System or service provided herein is terminated, including for failure to make any payment when due, BAY has the right to discontinue monitoring of the Systems and related services and disconnect the Systems from BAY's monitoring facilities. YOU UNDERSTAND THAT THE SYSTEMS MAY NOT WORK WITH EQUIPMENT USED BY OTHER ALARM COMPANIES OR MONITORING CENTERS.

5. ASSIGNEES AND SUBCONTRACTORS

BAY may transfer or assign this Agreement to a financial institution or any other personal emergency services provider. You may not transfer or assign this Agreement to someone else (including someone who purchases or rents your premises) unless BAY approves the transfer in writing. BAY may use subcontractors (including any independent monitoring center) to provide sales, monitoring, communications services, GPS location services, equipment replacement services, and other services, and this Agreement, and particularly Sections 11 and 12, shall apply to them and the work they perform and protect them in the same manner as it is applies to and protects BAY.

6. CHANGES TO THE SYSTEM

If you or any governmental agency or insurance interest wants BAY to change the System described herein, or change it after it is installed, you agree to pay BAY's standard parts and labor charges for such changes.

7. INTELLECTUAL PROPERTY SERVICES

All right, title, and interest in and to any hardware or software used to provide monitoring services by BAY are owned solely by BAY. BAY reserves all rights not expressly granted in the terms of this Agreement.

Except as indicated below, all right, title, and interest in all images, videos, locations, sensor data, and other metadata that are captured by any of the Account Holder's Systems and that are accessible through BAY's monitoring devices ("Image Data") collected by the System and uploaded to BAY or BAY's subcontractors shall remain with Account Holder. Account Holder hereby grants to BAY a non-exclusive, worldwide, transferable, sublicensable (to resellers or other partners for integrated services), royalty-free license, during the term of this Agreement under which Image Data was collected and/or stored, and for ten (10) years thereafter, to copy, reproduce, alter, modify, distribute, and create derivative works of Image Data, to perform data analysis, to develop artificial intelligence and new products or services, as well as to improve and market products and services and to perform other related business functions. To the extent that Account Holder notifies BAY that any Image Data is Confidential Information, BAY's license to Image Data will not include any right to disclose the Image Data to any third parties or use the Image Data for the benefit of any third parties.

Upon expiration or termination of this Agreement, Account Holder shall have up to twelve (12) months to download any Image Data from the Website. Following such period, BAY shall have no further obligation to retain or archive Image Data unless required by law or by a court order in connection with ongoing litigation. Account Holder shall reimburse by BAY for the expense incurred by BAY in retaining Image Data in connection with any formal litigation involving Account Holder.

Account Holder agrees to defend, indemnify, and hold harmless BAY and their respective officers, directors, members, managers, shareholders, employees, agents, representatives, successors, and assigns (collectively, the "BAY Indemnified Parties") from and against any claims, suits, demands, actions, and all resulting losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of (a) Account Holder's authority, or lack thereof, to grant the rights in the Image Data to BAY under this Agreement; (b) Account Holder's failure to obtain any permission or consent, in compliance with applicable laws, to use the name, image, and likeness of any individual featured in the Image Data; or (c) any allegation that BAY's use of the Image Data as permitted by the license above (i) constitutes an infringement or misappropriation of the intellectual property rights, or a violation of the privacy rights, of any third party or (ii) is illegal in any way.

7.1. USAGE DATA

BAY may collect means aggregated, anonymous data, statistics, and other information about customers' interactions with the monitoring services, including those of Account Holder ("Usage Data"), provided that it does not identify Account Holder as the source thereof and does not otherwise constitute Confidential Information. Usage Data is not Image Data and will be the sole property of BAY. Usage Data may be freely used by BAY for any lawful purpose.

7.2. TRADEMARKS

Nothing in this Agreement gives Account Holder any right or license to any trademarks (whether registered or unregistered), logos, trade dress, or other brand features of BAY.

7.3. FEEDBACK

If Account Holder from time to time provide suggestions, comments, or other feedback to BAY with respect to BAY or BAY's monitoring services, BAY may freely use, copy, disclose, license, distribute, or otherwise exploit any such suggestions, comments, or other feedback in any manner and without any obligation or restriction. BAY will retain sole ownership of any such suggestions, comments, or other feedback.

7.4. THIRD-PARTY TECHNOLOGY

To provide monitoring services BAY may employ or integrate with services and/or components of technology developed, provided, or maintained by third parties ("Third-Party Technology"). Any intellectual property included in the Third-Party Technology belongs to the respective owner of such intellectual property. In addition to this Agreement, Account Holder' access to, and use of, any Third-Party Technology may also be subject to terms and conditions of the providers of such Third-Party Technology. BAY will have no liability for Account Holder's access to, and use of, Third-Party Technology.

8. LIMITATIONS

THE SYSTEMS AND SERVICES HAVE CERTAIN LIMITATIONS. IN CONSIDERATION FOR THE PROVISION OF THE SYSTEM AND SERVICE, YOU ACKNOWLEDGE THAT BAY DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM OR MONITORING SERVICE WILL PREVENT DEATH, BODILY OR PERSONAL INJURY, OR ANY OTHER INJURY OR DAMAGE TO YOURSELF OR OTHERS WHO USE THE SYSTEM. BAY MAKES NO REPRESENTATION OR WARRANTY AS TO THE PROMPTNESS OF THE CENTER'S RESPONSE TO A SIGNAL, AND BAY HAS NO CONTROL OVER THE RESPONSE TIME OR CAPABILITY OF ANY AGENCY OR PERSON WHO MAY BE NOTIFIED AS A RESULT OF THE SYSTEMS BEING USED. YOU FURTHER UNDERSTAND THAT BAY MAY BE NEGLIGENT IN PROVIDING THE SERVICE, AND MAY FAIL TO PROPERLY RESPOND TO THE RECEIPT OF A REQUEST FOR ASSISTANCE, NOTIFICATION OR SIGNAL FROM THE SYSTEM, OR THAT THE SYSTEM MAY FAIL TO FUNCTION PROPERLY. YOU UNDERSTAND AND AGREES THAT ANY MEDICAL PERSONNEL, FIRE DEPARTMENT, OR LAW ENFORCEMENT NOTIFIED TO ENTER ANY PREMISES OR VEHICLE AS A RESULT OF THE USE OF THE SERVICES BY YOU OR ANY USER MAY ENTER WITH FORCE, AND THAT YOU OR USER HAS GRANTED THEM THE AUTHORITY TO USE SUCH ACCESS, WHICH YOU UNDERSTAND COULD CAUSE DAMAGE TO SUCH PREMISES OR VEHICLE. YOU AGREE THAT IF BAY WERE TO HAVE ANY LIABILITY GREATER THAN THAT AGREED TO BY YOU PURSUANT TO SECTION 11 OF THIS AGREEMENT, BAY COULD NOT AND WOULD NOT PROVIDE THE SYSTEMS AND SERVICE. YOU ACKNOWLEDGE THAT YOU SHOULD OBTAIN ANY LIFE, MEDICAL OR DISABILITY INSURANCE FOR THE PROTECTION OF THOSE WHO MAY USE THE SYSTEM. YOU UNDERSTAND THAT THERE ARE ALTERNATIVES AVAILABLE TO YOU AND USER SUCH AS 911 EMERGENCY TELEPHONE SERVICE AND YOU HAVE SELECTED THIS SERVICE WITH A FULL UNDERSTANDING OF ITS LIMITATIONS, AND THE LIMITATION OF BAY'S LIABILITY SET FORTH IN SECTIONS 11 AND 12.

9. BAY IS NOT AN INSURER; LIMITATION OF LIABILITY

You understand that: (a) BAY is not an insurer of your or User's premises, property (including vehicles) or the personal safety of persons in or about your or User's premises or property; (b) you are solely responsible for providing any life, health or disability insurance for yourself or any User, and insurance on your or User's premises and their contents; (c) the amount you pay to BAY is based only on the value of the Systems and services BAY provides; (d) emergency notification systems and monitoring service may not always operate properly for various reasons; (e) it is difficult to determine in advance the value of the property that might be lost, damaged, stolen or destroyed if the Systems or any services fail to operate properly; (f) it is difficult to determine in advance the extent or severity of any personal injury that may occur if the Systems or any services fail to operate properly; (g) in case of an emergency necessitating dispatch of emergency personnel, it is difficult to determine in advance how fast the police or fire department or other emergency personnel would respond to a notification of an emergency; (h) in case of an emergency that does not necessitate dispatch of emergency personnel, it is difficult to determine in advance how fast the contact person(s) listed on the CIF will respond; and (i) it is difficult to determine in advance what portion, if any, of any property loss, personal injury or death or any other damages of any type would be proximately caused by BAY's failure to perform, BAY's negligence, or a failure of the Systems or services. THEREFORE YOU AGREE: Even if a court decides that BAY's breach of this Agreement, a failure of the Systems, or BAY's negligence, or a failure of monitoring or other services caused or allowed any harm or damage (whether property damage, personal injury, death, invasion of privacy or any other damages of any kind) to you, User, or anyone in or about your or User's premises or property, you agree that BAY's liability shall be limited to $1500, and this shall be your and User's only remedy regardless of what legal theory (including without limitation, negligence, breach of contract, breach of warranty or product liability) is used to determine that BAY was liable for the injury or loss. YOU MAY OBTAIN A HIGHER LIMITATION OF LIABILITY. If you wish, you may obtain from BAY a higher limitation of liability for an additional periodic charge. If you elect this option, BAY will attach a rider to this Agreement which will set forth the amount of the limitation of liability and the amount of the additional charge. Agreeing to the higher limitation of liability does not mean that BAY is an insurer.

10. THIRD PARTY INDEMNIFICATION AND NO SUBROGATION

If anyone other than you (including any User) asks BAY to pay for any harm or damages (including property damage, personal injury or death, or invasion of privacy or other damages of any kind) connected with or resulting from (i) BAY's breach of this Agreement or a failure of the System, installation or services, (ii) BAY's negligence, (iii) any other improper or careless activity of BAY's in providing the System or related services or (iv) a claim for indemnification or contribution, you will pay BAY (a) any amount which a court orders BAY to pay or which BAY reasonably agrees to pay, and (b) the amount of BAY's reasonable attorneys' fees and any other losses or costs that BAY may pay in connection with the harm or damages. Unless prohibited by your property insurance policy or other insurance, you agree to release BAY from any claims of any parties suing through your authority or in your name, such as your insurance carriers, and you agree to defend BAY against any such claim. You will notify your insurance carrier(s) of this release.

11. LIMITATION ON LAWSUITS; JURY TRIAL WAIVER; CALIFORNIA REFERENCE

Unless prohibited by law, both parties agree that no law suit or any other legal proceeding connected with this Agreement shall be brought or filed more than one year after the incident giving rise to the claim occurred. Unless prohibited by law, both parties to this Agreement, knowingly, voluntarily and intentionally waive any right they may have to a trial by jury in respect of any litigation arising out of, under, in connection with, or relating to this Agreement. If your premises is located in California, then any controversy, dispute, or claim between the parties arising out of or relating to this Agreement, (other than actions brought by BAY in small claims court to collect amounts due under this Agreement) will be settled by a reference proceeding in the California county of your residence, in accordance with the provisions of Sections 638, et seq. and 641 through 645.1, and of the California Code of Civil Procedure, or their successor sections, which shall constitute the exclusive remedy for the resolution of any controversy, dispute, or claim concerning this Agreement, including whether such controversy, dispute, or claim is subject to the reference proceeding. The referee shall be appointed to sit as a temporary Judge with all of the powers of a temporary Judge authorized by law. In the event that the enabling legislation, which provides for the appointment of a referee is repealed and no successor statute is enacted, any dispute between the parties that would otherwise be determined by a reference procedure herein, will be resolved and determined by binding arbitration. That arbitration will be conducted by a retired Judge of the Superior Court in accordance with Section 1280 to 1294.2 of the California Code of Civil Procedure, as amended from time to time.

12. PRIVACY & CONFIDENTIALITY

Each party ("Recipient") may receive Confidential Information from the other party ("Discloser") during the term of this Agreement. Recipient agrees to protect from disclosure such Confidential Information with the same degree of care that it affords its own confidential information, but in no event with less than reasonable care. The Recipient will also refrain from disclosure of any Confidential Information to any third party, except for its employees, contractors, and resellers as necessary for the performance or use of the Services under this Agreement.

For purposes of this Agreement, "Confidential Information" means all information provided or disclosed by Discloser regarding Discloser's the subject matter of this that is of a nature such that a reasonable person would recognize it as confidential. The following information will not be considered Confidential Information: (i) information that is publicly available through no fault of Recipient; (ii) information that was known by Recipient prior to commencement of discussions regarding the subject matter of this Agreement; (iii) information that was independently developed by Recipient; and (iv) information rightfully obtained by Recipient without continuing restrictions on its use or disclosure.

BAY may be obligated to disclose or share the Account Holder's Confidential Information in order to comply with any applicable legal requirements including, without limitation, administrative investigations, subpoenas, or other court orders (each, a "Mandatory Disclosure Request"). BAY agrees, provided it is permitted by the applicable Mandatory Disclosure Request, to notify Account Holderof any such Mandatory Disclosure Request in advance of any disclosure of Confidential Information. In the event that compliance with such Mandatory Disclosure Request incurs more than five (5) hours of employee time and/or in excess of one thousand dollars ($1,000) of professional time (including legal support), Account Holder will reimburse Bay on demand for the fair market value of all employee time or professional expenses incurred in connection with complying with such Mandatory Disclosure Request.

Promptly upon Discloser's written request, Recipient will return to Discloser or destroy all Confidential Information of Discloser in Recipient's possession or control and permanently erase all electronic copies of such Confidential Information promptly, provided that Recipient may retain a reasonable number of copies of each item of Confidential Information in accordance with its own archival or back-up procedures that are compliant with applicable law or as otherwise necessary to comply with applicable law, and in such event, Recipient will continue to protect such retained Confidential Information as it is required to do so under this Agreement.

13. THIRTY (30)-DAY TERMINATION

You may cancel this Agreement and services at any time prior to midnight of the 30th day following delivery of the System(s), for a full refund of the sales price and any prepaid service fees, less original shipping charges. After thirty (30) days following delivery, all sales are final and no refunds will be issued. To receive a refund you must return any goods delivered to you under this Agreement to BAY in substantially as good condition as when received. For this purpose BAY recommends using a courier offering shipment tracking and insurance. If you fail to return the Systems to BAY, then you remain liable for the sales price of the Systems and all service fees. To cancel this transaction: (i), mail a signed cancellation letter to Bay Alarm Medical; 1140 Galaxy Way Suite 150 Concord, CA 94520 or (ii), fax a signed cancellation letter to (925) 677-1499.

14. ENTIRE AGREEMENT; RECEIPT OF COPY

The entire and only agreement between you and BAY with respect to the Systems and related services provided herein and for the Account number provided herein, is written in this Agreement and any addenda thereto. It replaces any earlier oral or written understandings or agreements regarding the System and/or related services. This Agreement may only be changed by a written agreement signed by you and accepted by BAY. If any provision of this Agreement is found to be invalid or illegal by a court, the balance of the Agreement shall remain in force. The interpretation of this Agreement shall not be construed against the preparer of the Agreement. YOU STATE THAT YOU HAVE RECEIVED A COMPLETE COPY OF THIS AGREEMENT AND HAVE READ THIS AGREEMENT BEFORE YOU SIGNED IT. You understand and agree that BAY's duties and obligations to provide the System, monitoring and any other services arise solely and exclusively out of this Agreement and not otherwise.