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entity including, without limitation, U.L. and Customers insurance company or broker, and all such communication shall
<br />be in Cintas' sole and absolute discretion. Customer agrees that all such communications or failures to communicate shall
<br />not result in any liability of Cintas or Representatives. No third party including, without limitation, U.L. and Customer's
<br />insurance company and broker, are third -parry beneficiaries of this section.
<br />36. Taxes. Customer shall pay, remit to Cintas, or reimburse Cintas for all sales, use, value added, and any and all similar
<br />taxes (including any tax liability, interest, penalties, costs and expenses including, without limitation, reasonable
<br />attorneys', consultants', accountants', and other professional fees).
<br />37. Time. The parties agree that time is of the essence of this Alarm Monitoring Agreement.
<br />38. Video Systems. If the System records and/or transmits video images and/or audio, electronic, or the other forms of
<br />communication, Customer represents, warrants, covenants, and agrees that it shall at all times (i) provide and maintain
<br />adequate power and sufficient lighting for all cameras, audio devices, or other video -related equipment as recommended
<br />by the manufacturer; (ii) inform all persons who enter the Premises that their image and/or communications may be
<br />recorded and/or transmitted to others by video and/or audio equipment located on the Premises; (iii) comply with all
<br />privacy rights and laws and not use or permit the use of video and/or audio equipment where or in circumstances any
<br />person may have a reasonable expectation of privacy; (iv) use broadband (or similar transmission rate connectivity)
<br />exclusively to transmit video images and audio from any video system; (v) use the video and/or audio system for security,
<br />surveillance, and/or management services only; (vi) not use the video and/or audio system for any criminal, illegal, or
<br />otherwise unlawful activity; and (vii) obtain and keep in effect all permits or licenses required for the installation and
<br />operation of the video and/or audio system.
<br />Customer understands and agrees that (i) a video and/or audio system enables Customer and/or Cintas to record, store,
<br />and review images and/or communications of people on the Premises and outside of the Premises, and Customer agrees,
<br />authorizes, and consents to Cintas recording, storing, and reviewing video images and communications recorded and/or
<br />transmitted from the video and/or audio system at the Premises; (ii) video system services are limited to the area of the
<br />Premises covered by the video system images, and such coverage and/or images may be adversely affected by the
<br />camera angle, glare, lighting, contrast, etc., any of which may result in less than adequate images for the Operator to
<br />ascertain the necessity for video system services; (iii) Cintas is not liable for any delay or failure of notification due to in
<br />whole or in part to (a) any Force Majeure event including, without limitation or example, cellular provider transmission or
<br />network malfunctions, including overload of the cellular network, or (b) invalid electronic mail, text, or other electronic
<br />addresses; and (iv) any and all third -party claims related to the video and/or audio system asserted against Cintas are
<br />subject to all of the paragraphs of this Alarm Monitoring Agreement, including (but not limited to) paragraphs 11, 12, and
<br />13, entitled "Cintas Not an Insurer; Customers Obligation To Obtain Insurance As Sole Recovery For Any Loss And
<br />Warranty Of Same," "Release and Indemnification of Cintas by Customer." and "Limitation of Cintas's Liability; Liquidated
<br />Damages," respectively.
<br />39. Mutual Drafting and Understanding of Alarm Monitoring Agreement. The parties acknowledge and agree that this Alarm
<br />Monitoring Agreement and all of its terms and conditions are the result of arms -length bargaining between sophisticated
<br />business entities. As a result, both parties shall be considered to be drafters of the Alarm Monitoring Agreement for
<br />purposes of interpretation, application, construction, or construing of the Alarm Monitoring Agreement. The parties also
<br />acknowledge that they have had an opportunity to consult with legal counsel of their choice regarding this Alarm
<br />Monitoring Agreement and that they have read and understand all of the terms of this Alarm Monitoring Agreement.
<br />40. Entire Agreement Modifications. This Alarm Monitoring Agreement constitutes the entire agreement between the parties
<br />with respect to the subject matter hereof and supersedes any and all other agreements, understandings, or
<br />representations, whether oral or in writing, between the parties. Any prior agreements, promises, negotiations, or
<br />representations, either oral or in writing, not expressly set forth in this Alarm Monitoring Agreement are of no force or
<br />effect. No modification or amendment to this Alarm Monitoring Agreement shall be effective unless drafted by Cintas for
<br />this express purpose and signed by an authorized representative of Cintas, except as described in paragraph 29
<br />("Updated Terms and Conditions and Policies") above. For the purposes of this paragraph, "authorized representative' is
<br />the General Manager of the Cintas location(s) providing the goods and/or services or higher management or executive
<br />personnel of Cintas. The parties specifically agree that any document sent to Cintas by Customer subsequent to
<br />execution of this Alarm Monitoring Agreement that contains different or additional terms or that purports to modify or
<br />amend the terms of this Alarm Monitoring Agreement in any way, such as a purchase order or conditional payment, shall
<br />be of no force and effect and will not modify the terms of this Alarm Monitoring Agreement. No course of prior dealings
<br />between the parties and no usage of the trade shall be relevant or used to supplement or explain any terms used in this
<br />Alarm Monitoring Agreement. Acceptance or acquiescence in a course of performance rendered under this Alarm
<br />Monitoring Agreement shall not be relevant to determine the meaning of this Alarm Monitoring Agreement even though
<br />the accepting or acquiescing party has knowledge of the nature of the performance and the opportunity for objection.
<br />41. Customer's Acceptance by Allowing Performance. Customer agrees that engaging, requesting, or allowing Cintas to begin
<br />any work or provide any goods or services under this Alarm Monitoring Agreement and/or compensating Cintas for any
<br />such work, goods, and/or services constitutes acceptance of the Alarm Monitoring Agreement and all of its terms and
<br />conditions.
<br />42. Dispute Resolution — Arbitration and Class Waiver. This provision shall take precedence over and supersede any
<br />contrary or conflicting provision in the Master Agreement.
<br />Arbitration Notice. Customer agrees to the maximum extent permitted by law that any dispute,
<br />controversy, or claim arising out of or relating to this Agreement (including its enforcement,
<br />performance, breach, arbitrability, or interpretation) or to the products or services provided hereunder
<br />will be submitted to and resolved by final and binding individual arbitration. ARBITRATION MEANS
<br />THAT AN ARBITRATOR, AND NOT A JUDGE OR A JURY, WILL DECIDE THE DISPUTE,
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