Terms of Service for Home Monitoring Service Customers

IMPORTANT TERMS AND CONDITIONS

SkyGuard Security, LLC d/b/a SkyGuard360 (hereinafter referred to as "us", "we" or "SkyGuard") presents these Terms of Service to you as a condition of SkyGuard's providing home monitoring and notification services through its website www.skyguard360.com. By agreeing to these terms, you are bound not only by the following Terms of Service, but also SkyGuard's Privacy Policy and WebSite Terms of Use, all of which are available at SkyGuard's website.

1. PAYMENTS; TERM; CONSUMER REPORT. All charges are payable in advance. All sales, property, excise and other federal, state or local taxes (other than those taxes based upon SkyGuard's net income), including interest and penalties, shall be paid by you. Our alarm monitoring and notification services ("Services") will begin after you have installed and configured the equipment, and upon your activation of the Services through your member account on our website. This Contract will automatically renew for successive thirty (30) day terms unless terminated by either party's written notice before the end of the then-current term. If terminated, this Contract ends on the last day of the then-current term. You authorize us to obtain a NON-INVESTIGATIVE CONSUMER REPORT about you from a consumer reporting agency at any time during the term.

2. INCREASES IN CHARGES. We have the right to increase the monthly service charge at any time. We will provide you written notice of any increase at least thirty (30) days before the increase takes effect.

3. ADDITIONAL CHARGES AND OFFSET RIGHTS. You agree to pay all directly or indirectly imposed false alarm assessments, taxes, fees or other charges of any police or fire department, or any other governmental body. You agree to pay all telephone or signal transmission company charges for area code, telephone numbering or other changes. You agree to pay to us any increases in our cost for facilities used for transmitting alarm signals under this Contract. Upon the termination of this Contract, you agree that we have the right to offset against any amounts or credits that we might owe to you (a) service charges for thirty (30) days, if the required written termination notice set forth in paragraph 1 above is not provided by you, and (b) any other additional charges, amounts or deposits that you owe to us. If the amount of the offset equals or exceeds the amount that we owe to you or if we owe you a credit of five dollars ($5.00) or less, you agree that we will not be obligated to refund any amounts to you and you waive your right to receive this refund amount.

4. WE ARE NOT AN INSURER. WE ARE NOT AN INSURER AND YOU WILL OBTAIN FROM AN INSURER ANY INSURANCE YOU DESIRE. THE AMOUNT YOU PAY US IS BASED UPON THE SERVICES WE PERFORM AND THE LIMITED LIABILITY WE ASSUME UNDER THIS CONTRACT AND IS UNRELATED TO THE VALUE OF YOUR PROPERTY OR THE PROPERTY OF OTHERS LOCATED IN YOUR PREMISES. IN THE EVENT OF ANY LOSS OR INJURY TO ANY PERSON OR PROPERTY, YOU AGREE TO LOOK EXCLUSIVELY TO YOUR INSURER TO RECOVER DAMAGES. YOU WAIVE ALL SUBROGATION AND OTHER RIGHTS OF RECOVERY AGAINST US THAT ANY INSURER OR OTHER PERSON MAY HAVE AS A RESULT OF PAYING ANY CLAIM FOR LOSS OR INJURY TO ANY OTHER PERSON.

5. NO LIABILITY; LIMITED LIABILITY. IT WILL BE EXTREMELY DIFFICULT TO DETERMINE THE ACTUAL DAMAGES THAT MAY RESULT FROM OUR FAILURE TO PERFORM OUR DUTIES UNDER THIS CONTRACT. YOU AGREE THAT WE AND OUR AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES AND PARENT COMPANIES ARE EXEMPT FROM LIABILITY FOR ANY LOSS, DAMAGE, INJURY OR OTHER CONSEQUENCE ARISING DIRECTLY OR INDIRECTLY FROM THE SERVICES (INCLUDING INTERNET/WEBSITE SERVICES) WE PERFORM OR THE SYSTEMS WE PROVIDE UNDER THIS CONTRACT. IF IT IS DETERMINED THAT WE OR ANY OF OUR AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES ARE DIRECTLY OR INDIRECTLY RESPONSIBLE FOR ANY SUCH LOSS, DAMAGE, INJURY OR OTHER CONSEQUENCE, YOU AGREE THAT DAMAGES SHALL BE LIMITED TO THE LESSER OF $50 OR AMOUNTS ACTUALLY PAID BY YOU UNDER THIS CONTRACT. THESE AGREED UPON DAMAGES ARE NOT A PENALTY. THEY ARE YOUR SOLE REMEDY NO MATTER HOW THE LOSS, DAMAGE, INJURY OR OTHER CONSEQUENCE IS CAUSED, EVEN IF CAUSED BY OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE TO PERFORM DUTIES UNDER THIS CONTRACT, STRICT LIABILITY, FAILURE TO COMPLY WITH ANY APPLICABLE LAW, OR OTHER FAULT. AT YOUR REQUEST, WE MAY ASSUME ADDITIONAL LIABILITY BY ATTACHING AN AMENDMENT TO THIS CONTRACT STATING THE EXTENT OF OUR ADDITIONAL LIABILITY AND THE ADDITIONAL COST TO YOU. YOU AGREE THAT WE ARE NOT AN INSURER EVEN IF WE ENTER INTO ANY SUCH AN AMENDMENT.

6. EXCLUSIVE DAMAGES REMEDY. YOUR EXCLUSIVE DAMAGE AND LIABILITY REMEDIES ARE SET FORTH IN PARAGRAPH 5 ABOVE. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.

7. HOLD HARMLESS. IN THE EVENT ANY LAWSUIT OR OTHER CLAIM IS FILED BY ANY OTHER PARTY AGAINST US OR OUR AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES ARISING OUT OF THE SERVICES WE PERFORM OR THE SYSTEMS WE PROVIDE UNDER THIS CONTRACT, YOU AGREE TO BE SOLELY RESPONSIBLE FOR, AND TO INDEMNIFY AND HOLD US COMPLETELY HARMLESS FROM, SUCH LAWSUIT OR OTHER CLAIM INCLUDING YOUR PAYMENT OF ALL DAMAGES, EXPENSES, COSTS AND ATTORNEYS' FEES. THESE OBLIGATIONS WILL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS CONTRACT. THESE OBLIGATIONS WILL APPLY EVEN IF SUCH LAWSUIT OR OTHER CLAIM ARISES OUT OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE TO PERFORM DUTIES UNDER THIS CONTRACT, STRICT LIABILITY, FAILURE TO COMPLY WITH ANY APPLICABLE LAW, OR OTHER FAULT.

8. OTHER PARTY'S LIMITATION. IF YOU PURCHASED OUR SERVICES OR SYSTEMS THROUGH ANOTHER BUSINESS OR PERSON, OR FROM US THROUGH A REFERRAL FROM ANOTHER BUSINESS OR PERSON, YOU AGREE THAT SUCH OTHER BUSINESS OR PERSON ACTS SOLELY AS AN INDEPENDENT CONTRACTOR. SUCH BUSINESS OR PERSON SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU FOR THE PERFORMANCE OR NONPERFORMANCE OF THE SYSTEM OR SERVICES WE PROVIDE UNDER THIS CONTRACT. WITHOUT LIMITING THE ABOVE, YOU AGREE THAT THE LIABILITY OF SUCH OTHER BUSINESS OR PERSON IS, IN ANY EVENT, LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS CONTRACT, INCLUDING BUT NOT LIMITED TO PARAGRAPHS 5, 6, 7, 8, 9 AND 10. YOU AGREE THAT SUCH BUSINESS OR PERSON AND ITS AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES AND PARENT COMPANIES MAY INVOKE ALL OF OUR RIGHTS UNDER THESE PARAGRAPHS.

9. TIME TO FILE LAWSUIT OR OTHER ACTION. YOU AGREE TO FILE ANY LAWSUIT OR OTHER ACTION YOU MAY HAVE AGAINST US OR OUR AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES WITHIN ONE (1) YEAR FROM THE DATE OF THE EVENT THAT RESULTED IN, THE LOSS, INJURY, DAMAGE OR LIABILITY OR THE SHORTEST DURATION PERMITTED UNDER APPLICABLE LAW IF SUCH PERIOD IS GREATER THAN ONE (1) YEAR.

10. INSTALLATION AND CONFIGURATION. You are responsible for the installation and configuration of the equipment. We are not liable for any and damages you incur as a result of your failure to properly install or configure the equipment, and we are not responsible for providing Services under this contract if your equipment is not properly installed or configured.

11. NO WARRANTIES. WE MAKE NO GUARANTEE OR WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES WE PERFORM UNDER THIS CONTRACT. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. SOME STATES MAY NOT ALLOW US TO LIMIT THE LENGTH OF AN IMPLIED WARRANTY OR TO EXCLUDE OR LIMIT INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE LAWS OF THE STATE WHERE THIS CONTRACT WAS SIGNED WILL DETERMINE WHETHER THESE LIMITATIONS AND EXCLUSIONS APPLY.

12. ALARM MONITORING AND NOTIFICATION SERVICE. We will provide alarm monitoring and notification services. If you have elected for us to provide alarm service that requires Police Response, Fire Department Response, Guard Response, Medical Emergency Notification or Two Way Voice monitoring services and such an alarm is received at our alarm monitoring center, we may, at our sole discretion, attempt to contact you and/or anyone on your Emergency Contact List by telephone/Two Way Voice to confirm that the alarm is not false. If we fail to contact you and/or someone on your Emergency Contact List, or if we question the response we receive upon such contact, we will attempt to notify the appropriate police department or fire department or, if guard response service is being provided, we will, for an alarm that requires police response, endeavor to dispatch a representative to make an investigation of the exterior of the premises from his vehicle and, upon evidence of an attack, we will endeavor to notify the appropriate police department. You agree that we shall have no liability pertaining to any Two Way Voice communications or Internet or other Video recordings or their publication. If you have elected for us to provide Medical Emergency Notification Services you agree that the very nature of Medical Emergency Notification Services, irrespective of any delays, involves uncertainty, risk and possible serious injury, disability or death, for which we should not under any circumstances be held responsible or liable; that the equipment furnished for Medical Emergency Notification Services is not foolproof and may experience signal transmission failures or delays for any number of reasons, whether or not our fault of or under our control; that the actual time required for medical emergency providers to arrive at your premises and/or to transport any person requiring medical attention is unpredictable and that many contributing factors, including but not limited to such things as telephone network operation, distance, weather, road and traffic conditions, alarm equipment function and human factors, both with responding authorities and with us, may affect medical emergency response; and that our performance of, delay in performance of or failure to perform Medical Emergency Notification Services under the Agreement, and all of the transactions, occurrences, consequences, and rights and obligations of the parties relating directly or indirectly to Medical Emergency Notification Services shall in all events be subject to and controlled by Paragraphs 4-9 of this Agreement. The person(s) identified on your Emergency Contact List are authorized to act on your behalf and the person(s) designated by a "Yes" are authorized to cancel an alarm prior to the notification of authorities. You understand that the equipment we provide may not operate with other companies' alarm monitoring equipment. This may prevent you from using such equipment in the event you terminate our services. You understand that local laws, ordinances or policies may restrict our ability to provide the alarm monitoring and notification services described in this Contract and/or necessitate modified or additional services and related charges to you. You understand that we may employ a number of industry-recognized measures to help reduce occurrences of false alarm signal activations. These measures include, but are not limited to, implementation of industry-recognized default settings on alarm panels authorized under ANSI-SIA CP-01-2000; default settings for "swinger shutdown" of specific alarm zones; implementation of "partial clear time bypass" procedures at our alarm monitoring center and other similar measures at our sole discretion from time to time. THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM AN ALARM ZONE IN YOUR PREMISES AFTER THE INITIAL ALARM ACTIVATION UNTIL YOU MANUALLY RESET YOUR ALARM SYSTEM. (You understand that, upon receiving notification that a fire or carbon monoxide signal has been received by us, the police, fire department or other responding authority may forcibly enter your residence. WE WILL NOT ARREST OR DETAIN ANY PERSON. Cellular radio unit test supervision, if provided under this Contract, provides only the status of the cellular radio unit's current signaling ability at the time of the test communication based on certain programmed intervals and does not serve to detect the potential loss of radio service at the time of an actual emergency event.

13. FAILURE TO PAY CHARGES OR HONOR CONTRACT. If you fail to make any payment when due or fail to honor any other term or condition of this Contract, we may stop providing the alarm monitoring and notification services with or without notice. You agree that we have no liability if we stop providing the alarm monitoring and notification services. We do not waive our right to any other legal remedy.

14. SMOKE DETECTOR AND OTHER WARNINGS. Our electrical smoke detectors are battery powered. THESE SMOKE DETECTORS WILL NOT OPERATE, THE ALARM WILL NOT SOUND, AND THE ALARM SIGNAL WILL NOT BE TRANSMITTED, IF THE BATTERY IS LOW OR DEAD. YOU SHOULD REGULARLY INSPECT YOUR SMOKE DETECTORS FOR DIRT AND DUST BUILD-UP AND TEST THEM WEEKLY TO MAINTAIN CONTINUED OPERATION. Smoke detectors can significantly help to reduce loss, injury and death. However, no matter how good any detection device is, nothing works perfectly under every circumstance. WE WARN YOU THAT A SMOKE DETECTOR WILL NOT ENSURE THAT YOU WILL NEVER SUFFER DAMAGE OR INJURY. Our battery-powered motion detectors, smoke detectors, door and window contact transmitters, and other detection sensors, are not connected to the electrical system of your premises. Such detection sensors require batteries to operate. THESE BATTERY POWERED DETECTION SENSORS WILL NOT OPERATE, AND THE ALARM WILL NOT SOUND, IF THE BATTERIES ARE LOW OR DEAD. You are responsible for maintaining the batteries. You should regularly inspect such sensors for dirt and dust buildup and test them weekly to help maintain continued operation. WE STRONGLY RECOMMEND THAT YOU CAREFULLY READ THE OWNER'S MANUAL FOR ALL EQUIPMENT. THE OWNER'S MANUAL CONTAINS VERY IMPORTANT INFORMATION SUCH AS OPERATING INSTRUCTIONS AND EQUIPMENT TESTING AND MAINTENANCE PROCEDURES. YOU SHOULD ALSO READ ALL INSTRUCTIONS, WARNINGS AND OTHER INFORMATION ON THE EQUIPMENT ITSELF.

15. COMMUNICATION FACILITIES. A. AUTHORIZATION. You authorize us, on your behalf, to request services, orders or equipment from a telephone company, wireless carrier or other company providing communication facilities, signal transmission services or facilities under this Contract (referred to as "Telephone Company"). B. DIGITAL COMMUNICATOR. You understand that a digital communicator, if installed under this Contract, uses traditional telephone lines for sending signals which eliminate the need for a dedicated telephone line and the costs associated with such dedicated lines. C. DERIVED LOCAL CHANNEL. The Telephone Company's services provided to you in connection with our services may include Derived Local Channel service. Such service may be provided under the Telephone Company's service marks or service names. These services include providing lines, signal paths, scanning and transmission. You agree that the Telephone Company's liability is limited to the same extent our liability is limited in Paragraphs 4-9 of this Contract. D. YOU UNDERSTAND THAT WE WILL NOT RECEIVE ALARM SIGNALS WHEN THE TELEPHONE LINE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH OR IS OTHERWISE DAMAGED OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER YOUR TELEPHONE SERVICE FOR ANY REASON INCLUDING NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. YOU UNDERSTAND THAT OTHER POTENTIAL CAUSES OF SUCH A FAILURE OVER CERTAIN TELEPHONE SERVICES (INCLUDING BUT NOT LIMITED TO SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR OR PRIVATE RADIO, ETC. ("NON-TRADITIONAL TELEPHONE SERVICE")) INCLUDE BUT ARE NOT LIMITED TO: (1) LOSS OF NORMAL ELECTRIC POWER TO YOUR PREMISES (THE BATTERY BACK-UP FOR SKYGUARD'S ALARM PANEL DOES NOT POWER YOUR TELEPHONE SERVICE); AND (2) ELECTRONICS FAILURES SUCH AS A MODEM MALFUNCTION. SKYGUARD RECOMMENDS THAT YOU ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT YOUR ALARM SYSTEM TO SKYGUARD'S ALARM MONITORING CENTER REGARDLESS OF THE TYPE OF TELEPHONE SERVICE YOU USE. YOU ALSO UNDERSTAND THAT IF SKYGUARD DETERMINES IN ITS SOLE DISCRETION THAT YOUR TELEPHONE SERVICE IS OR BECOMES NON-COMPATIBLE, OR IF YOU CHANGE TO ANOTHER TELEPHONE SERVICE THAT IS NOT COMPATIBLE, THEN SKYGUARD REQUIRES THAT YOU USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO SKYGUARD AS THE PRIMARY METHOD TO CONNECT YOUR ALARM SYSTEM TO SKYGUARD'S ALARM MONITORING CENTER. YOU UNDERSTAND THAT TRANSMISSION OF FIRE ALARM SIGNALS BY MEANS OTHER THAN A TRADITIONAL TELEPHONE LINE MAY NOT BE IN COMPLIANCE WITH NATIONAL HOUSEHOLD FIRE ALARM STANDARDS OR SOME LOCAL FIRE CODES, AND THAT IT IS YOUR OBLIGATION TO COMPLY WITH SUCH STANDARDS AND CODES. YOU ALSO UNDERSTAND THAT IF YOUR ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT IF YOUR NON-TRADITIONAL TELEPHONE SERVICE LINE IS CUT OR INTERRUPTED, AND THAT SKYGUARD MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-TRADITIONAL TELEPHONE LINE OR SERVICE. YOU FURTHER UNDERSTAND THAT YOUR ALARM PANEL MAY BE UNABLE TO SEIZE YOUR PHONE LINE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION IS OFF THE HOOK DUE TO IMPROPER CONNECTION OR OTHERWISE.

16. CANCELLATION. We may, at any time, cancel this Contract at our option if: A. Our alarm monitoring center is destroyed or damaged so that it is impractical for us to continue service; B. We cannot acquire or retain the transmission connections or authorization to transmit signals between your premises and our alarm monitoring center or the applicable fire or police department or other agency, or between our alarm monitoring center and the applicable fire or police department or other agency; C. You fail to follow our recommendations to repair or replace any defective parts of the system; D. You fail to follow our operating instructions for the system; or E. We determine that it is impractical to continue service due to the modification or alteration of your premises. If we cancel for any of the reasons stated immediately above, we will refund any advance payments made for services to be supplied after the date of such termination, less any amounts still due for services already rendered, and for any other charges due, but we will not be liable for damages or subject to penalty as a result of such termination. We may cancel this Contract with or without notice at our option if: A. You fail to pay any monies when due under this Contract; B. You fail to comply with any other term or condition of this Contract; C. You fail to maintain your premises in a safe and sanitary condition; or D. You change to a telephone/communications service incompatible with alarm signal transmission. If we cancel for any of the reasons stated immediately above, we will not be liable for damages or subject to penalty as a result of such termination.

17. ASSIGNMENT. You may not assign this Contract without our prior written consent. We have the right to assign this Contract or to subcontract any of our obligations under it without notifying you.

18. DELAYS. WE HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANY OTHER PERSON FOR DELAYS IN THE INSTALLATION OR REPAIR OF THE SYSTEM OR THE PERFORMANCE OF OUR SERVICES, REGARDLESS OF THE REASON, OR FOR ANY RESULTING CONSEQUENCES. WE HAVE NO RESPONSIBILITY OR LIABILITY FOR INTERRUPTIONS OF SERVICE, OR ANY RESULTING CONSEQUENCES, WHETHER DUE TO STRIKE, RIOT, FLOOD, FIRE, TERRORISM, ACT OF GOD, OR ANY OTHER CAUSE BEYOND OUR CONTROL. DURING ANY SUCH SERVICE INTERRUPTION, WE HAVE NO OBLIGATION TO SUPPLY YOU SUBSTITUTE SERVICES.

19. ELECTRONIC MEDIA. You agree that we may scan, image or otherwise convert this Contract into an electronic format of any nature. You also agree that a copy of this Contract produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation.

20. GOVERNING LAW. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be construed in accordance with, and shall be governed by, the substantive laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.

21. ARBITRATION. Any and all disputes or claims arising out of this Agreement shall be resolved and determined solely and exclusively by arbitration, pursuant to the rules, then obtaining, of the American Arbitration Association, or any successor, at its office nearest Lansdale, Pennsylvania. The prevailing party in any arbitration shall be entitled to receive reasonable costs and reasonable attorney's fees from the non-prevailing party. SkyGuard shall select one arbitrator and you shall select one arbitrator and the two so selected shall select a third. The arbitrators shall be individuals skilled in the legal and business aspects of the subject matter of this Agreement. Notice of the demand for arbitration shall be made in writing to the other party to this Agreement and to the American Arbitration Association. The demand shall be made within a reasonable time after the claim or dispute has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on the claim or dispute would be barred by the applicable statute of limitations. The arbitration award shall be final and binding upon the parties. Judgment upon the award shall be binding and may be entered in any court of competent jurisdiction.

22. ENTIRE AGREEMENT. THIS CONTRACT CONSTITUTES OUR ENTIRE AGREEMENT. BY SIGNING IT YOU ADMIT THAT YOU ARE NOT RELYING ON OUR ADVICE OR ADVERTISEMENTS. YOU AGREE THAT YOU AND WE ARE NOT BOUND BY ANY REPRESENTATION, PROMISE, CONDITION, INDUCEMENT OR WARRANTY, EXPRESS OR IMPLIED, THAT IS NOT INCLUDED IN WRITING IN THIS CONTRACT. THE TERMS AND CONDITIONS OF THIS CONTRACT APPLY AS PRINTED WITHOUT ALTERATION OR QUALIFICATION, UNLESS A CHANGE IS APPROVED IN WRITING BY OUR AUTHORIZED REPRESENTATIVE. THE TERMS AND CONDITIONS OF THIS CONTRACT SHALL GOVERN EVEN IF YOU SUBMITTED A PURCHASE ORDER OR OTHER DOCUMENT WITH INCONSISTENT OR ADDITIONAL TERMS AND CONDITIONS. IF A COURT DETERMINES THAT ANY PROVISION OF THIS AGREEMENT IS INVALID OR UNENFORCEABLE, THAT PROVISION SHALL BE DEEMED AMENDED AND ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY STATE LAW, HOWEVER, EACH AND EVERY OTHER PROVISION OF THIS AGREEMENT SHALL CONTINUE TO BE VALID AND ENFORCEABLE.