Customer Terms: Supplemental Terms

Last Updated: February 4, 2021

The Johnson Controls Supplemental Terms governing the use of particular Johnson Controls Services, Products and Software are set forth below. These Supplemental Terms form a binding legal contract between you or the entity on whose behalf you accept these Supplemental Terms (“Customer”) and the Johnson Controls affiliate Customer is contracting with ("JCI"). These Supplemental Terms apply in addition to, and not in lieu of, the Customer Terms located at https://www.johnsoncontrols.com/customerterms (the “Customer Terms”). If Customer has entered into a separate, written agreement with JCI (“Agreement”), these Supplement Terms shall be in addition to, and not in lieu of, the terms and conditions of the applicable Agreement. In the event of a conflict between these Supplemental Terms and the Agreement, the Agreement shall take precedence. Capitalized, definitional terms used but not defined in these Supplemental Terms shall have the meanings ascribed to them in the Customer Terms or in the Agreement, as applicable.

Links:

Supplemental Terms – General

1. Purchase Orders. If JCI has been instructed by Customer in writing that a purchase order (“PO”) is required before any work can be performed, JCI will not be required to perform work until such PO is received. Notwithstanding the foregoing, if JCI is asked to perform emergency services by a representative of Customer with apparent authority to authorize such work, JCI may perform work without a PO. JCI will invoice for such emergency work. Customer shall have no right to reject such invoices due to the lack of a PO. Customer acknowledges and agrees that any PO issued by Customer is intended only to establish payment authority for Customer’s internal accounting purposes and shall not be considered to be a counteroffer, amendment, modification, or other revision to the terms of any existing agreement between JCI and Customer. No term or condition included or referenced in Customer’s PO will have any force or effect, and the terms and conditions of the existing agreement (including these Supplemental Terms if incorporated) shall control. Any additional or different terms, whether in Customer’s purchase order or any other document, unless expressly accepted in writing by JCI, are objected to and rejected.

2. Additional Charges. Customer agrees to pay (a) any false alarm fines, assessments, taxes, fees or charges relating to the work performed (collectively “Fees”) that are imposed by any governmental body, including, but not limited, to any state, county, city or municipal government, law enforcement agency or other public safety Authority Having Jurisdiction (“AHJ”), whether charged by the government body directly to JCI or to the Customer; (b) any administration fees or charges for expenses incurred by JCI in order to comply with assessments, taxes, fees or charges imposed by any governmental body; (c) costs for additional or alternate services or equipment, or for changes in installation layout or configuration, required by directive, order or conclusion of any AHJ or other government official with jurisdiction over Customer’s site in order to comply with applicable laws, regulations, codes, ordinances or other legal requirements. JCI specifically disclaims any responsibility for charges associated with the notification or dispatching of anyone, including but not limited to fire department, police department, paramedics, doctors, or any other emergency personnel, and if there are any charges incurred as a result of said notification or dispatch, said charges shall be the responsibility of Customer.

3. Obsolescence. JCI may discontinue work if JCI is unable to obtain or continue to support technologies, equipment or component parts that are discontinued, become obsolete or are otherwise not commercially available. JCI will not be liable for any damages or subject to any penalty as a result.

4. Reasonable Access. Upon termination of work for any reason, Customer shall pay to JCI all undisputed amounts owed through the date of termination. Customer shall also provide JCI with reasonable access to the premises to remove any JCI property and to un-program any intrusion, fire, or life safety system, as applicable. Customer shall be liable for all fees, costs, and expenses that JCI may incur in connection with the enforcement of this provision, including without limitation, reasonable attorney fees, collection agency fees, and court costs.

5. License Information (Security System JUS Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392, Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies, #1 State Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 78752-4422, 512-424-7710. JCI will not be held responsible or liable for the loss, damage, or compromise of any data.

Supplemental Terms Applicable to All Services

Working Hours. All work will be performed by JCI during normal working hours of normal working days (8:00 a.m. - 5:00 p.m., Monday through Friday, excluding JCI holidays), unless additional times are specifically agreed to by the parties.
Cancellation Charge. JCI may assesse a cancellation charge if Customer cancels an installation or service appointment less than 24 hours prior to JCI’s deployment of personnel to Customer’s location.
False Alarm Trip Charge. JCI may assess a service charge if JCI personnel is deployed to Customer’s location in response to a service call or alarm signal, whether or not false, caused by Customer error, including, but not limited to, operating the equipment contrary to instructions, failing to close or properly secure a window, door or other protected point, or improperly adjusting monitors or accessory components.
Site Surveys. If a site survey is not conducted by JCI prior to performing work, JCI reserves the right to charge for any devices that exceed the device counts used as a baseline for pricing. The subject invoicing will be provided by location as services are rendered. Upon renewal, the additional devices will be added to the baseline cost.
System Equipment. If, in JCI’s sole judgment, any peripheral device or other equipment, which is attached to the Covered Equipment, whether provided by JCI, Customer or a third party, interferes with the proper operation of the Covered Equipment, Customer shall remove or replace such device or equipment promptly upon notice from JCI. “Covered Equipment” means the equipment for which services are to be provided by JCI. Failure by Customer to remove or replace the device shall constitute a material breach by Customer. If Customer adds any third-party device or equipment to the Covered Equipment, JCI shall not be responsible for any damage to or failure of the Covered Equipment caused in whole or in part by such device or equipment.
Confined Space. If access to confined space is required for JCI’s performance of services, services shall be scheduled and performed in accordance with JCI’s then-current hourly rate.
Out of Scope Services. If, during any service visit, JCI detects a defect in any of Customer’s equipment that is not Covered Equipment under the Agreement (an “Out of Scope Defect”), JCI may (but shall have no obligation to) notify Customer of such Out of Scope Defect. If Customer elects for JCI to repair such Out of Scope Defect, or if JCI otherwise performs any services or provides any materials, parts, or equipment outside the scope of agreed-upon scope (collectively, “Out of Scope Services”), Customer shall direct JCI to perform such Out of Scope Services in writing, and Customer shall pay for such Out of Scope Services at JCI’s standard fees or hourly rates. If, after receiving notice of an Out of Scope Defect, Customer elects not to engage JCI to repair such Out of Scope Defect, Customer shall defend, indemnify and hold harmless JCI from and against any and all losses, damages, claims, costs and expenses arising directly or indirectly out of such Out of Scope Defect.
Customer Data. If services include updates, upgrades, and/or conversion of any of Customer’s data, Customer understands and agrees that (a) during performance of the service, such data may be lost, damaged, or compromised; (b) Customer is responsible to take appropriate measures to protect the data prior to receiving the service (e.g., masking PII, performing backups, etc).; (c) JCI will take reasonable technical, administrative and organizational informational security measures to protect the data; and (d) to the extent permitted by law, JCI will not be held responsible or liable for the loss, damage, or compromise of any data.

Supplemental Terms Applicable to Test & Inspection Services

1. Customer Responsibilities. Customer shall regularly test Covered Equipment in accordance with applicable law and manufacturers’ and JCI’s recommendations. Customer shall promptly notify JCI of any malfunction in the Covered Equipment which comes to Customer’s attention. JCI assumes any existing equipment is in operational and maintainable condition. If, upon inspection, JCI determines that repairs are recommended, repair charges will be submitted for approval by Customer’s on-site representative prior to work. Should such repair work be declined, JCI shall be relieved from any and all sing therefrom. Customer further agrees to:

provide JCI clear access to Covered Equipment to be serviced including, if applicable, lift trucks or other equipment needed to reach inaccessible equipment;
supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and/or drawings;
notify all required persons, including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems;
provide a safe work environment;
in the event of an emergency or Covered Equipment failure, take reasonable precautions to protect against personal injury, death, and/or property damage and continue such measures until the Covered Equipment are operational; and
comply with all laws, codes, and regulations pertaining to the equipment and/or Services provided under the Agreement.

2. Code Compliance. JCI does not undertake an obligation to inspect for compliance with laws or regulations unless specifically agreed to by the parties. Customer acknowledges that the AHJ may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer.

3. Out of Scope Services. Unless otherwise agreed to by the parties, testing and inspection does not include any maintenance, repairs, alterations, replacement of parts, or any field adjustments whatsoever, nor does it include the correction of any deficiencies identified by JCI to Customer. JCI shall not be responsible for equipment failure occurring while JCI is in the process of following its inspection techniques, where the failure also results from the age or obsolescence of the equipment or due to normal wear and tear. JCI will not service systems, equipment, components or parts that are below grade, behind walls or other obstructions or exterior to the building, electrical wiring, and piping.

4. Reports. Testing and inspection reports will be completed on JCI then-current report form, which shall be given to Customer, and, where applicable, JCI may submit a copy to the local AHJ. The report and recommendations by JCI are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered Equipment, equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered Equipment and equipment and components lies with Customer.

Supplemental Terms Applicable to Construction/Installation/Retrofit

1. Availability and Cost of Steel, Plastics & Other Commodities. JCI shall not be responsible for failure to provide services, deliver products, or otherwise perform work due to lack of available steel products or products made from plastics or other commodities. In the event JCI is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from steel, plastics or other commodities, if required to perform work, Customer hereby agrees that JCI may terminate the relevant portion of the work, at no additional cost and without penalty. Customer agrees to pay JCI in full for all work performed up to the time of any such termination.

2. Excavation. In the event JCI’s work includes excavation, Customer shall pay, as an extra to the contract price, the cost of any additional work performed by JCI due to water, quicksand, rock or other unforeseen condition or obstruction encountered or shoring required.

3. Structure and Site Conditions. JCI shall have no responsibility for loss or damage due to the character, condition or use of foundations, walls, or other structures not erected by JCI or resulting from the excavation in proximity thereto, or for damage resulting from concealed piping, wiring, fixtures, or other equipment or condition of water pressure. All shoring or protection of foundation, walls or other structures subject to being disturbed by any excavation required hereunder shall be the responsibility of Customer. Customer shall have all things in readiness for installation including, without limitation, structure to support the system and related equipment, other materials, floor or suitable working base, connections and facilities for erection at the time the materials are delivered. In the event Customer fails to have all things in readiness at the time scheduled for receipt of materials, Customer shall reimburse JCI for all expenses caused by such failure. Failure to make areas available to JCI in accordance with agreed-upon schedules shall be considered a material breach of Customer’s obligations to JCI. The installation of Equipment may necessarily require cutting, bolting or fastening into Customer's floors, walls and/or ceilings. JCI shall not be responsible for any expenses related to patching, floor or wall finishing, or paint, tile, carpet or wallpaper matching, restoration or replacement resulting from installation or service of the equipment.

4. JCI-Owned Equipment. If the equipment is JCI-owned, JCI may remove or upon written notice to Customer, abandon in whole or in part, all devices, instruments, appliances, cabinets, and other materials associated with the system, upon termination of services, without obligation to repair or redecorate any portion of the Customer's premises upon such removal. The removal or abandonment of such materials shall not be held to constitute a waiver JCI’s right to collect any charges which have been accrued or may be accrued hereunder,

5. Interference with Other Trades. Customer shall be responsible for coordinating the work of other trades (including but not limited to ducting, piping, and electrical) and for and additional costs incurred by JCI arising out of interferences to JCI’s work caused by other trades.

6. Modifications and Substitutions. JCI reserves the right to modify materials, including substituting materials of later design, provided that such modifications or substitutions will not materially affect the performance of the Covered Equipment provided by JCI.

7. Changes, Alterations, Additions. Changes, alterations and additions to the scope of work, plans, specifications or construction schedule shall be invalid unless approved in writing by JCI. Should changes be approved by JCI that increase or decrease the cost of the work, the parties shall agree, in writing, to the change in price prior to performance of any work. However, if no agreement is reached prior to the time for performance of said work, and JCI elects to perform said work so as to avoid delays, then JCI’s estimate as to the value of said work shall be deemed accepted by Customer. In addition, Customer shall pay for all extra work requested by Customer or made necessary because of incompleteness or inaccuracy of plans or other information submitted by Customer with respect to the location, type of occupancy, or other details of the work to be performed. In the event the layout of Customer’s facilities has been altered, or is altered by Customer prior to the completion of the Work, Customer shall advise JCI, and prices, delivery and completion dates shall be adjusted by JCI as may be required.

8. Project Claims. Any claim of failure to perform against JCI arising hereunder shall be deemed waived unless received by JCI, in writing specifically setting forth the basis for such claim, within ten (10) days after such claims arises.

9. Backcharges. No charges shall be levied against JCI unless seventy-two (72) hours prior written notice is given to JCI to correct any alleged deficiencies which are alleged to necessitate such charges and unless such alleged deficiencies are solely and directly caused by JCI.

10. Network. If the installed Equipment is to be connected to Customer’s computer network (“Network”), JCI will furnish and install the software needed to run the equipment and will connect the equipment to the Network according to the Network settings supplied by Customer. Installation shall not include modifications to the Network, security, or firewall settings. Customer will supply a TCP/IP Ethernet network address and central processing unit per JCI specifications for system operation. JCI shall not be responsible for the setup, operation, or maintenance of the Network or Network performance or compatibility issues. JCI may assess additional charges, if JCI is unable to connect to the Network or if any additional equipment is required to facilitate connectivity between the Network and the equipment. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its Network and shall supply JCI secure Network access for providing its services. Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end-user against unauthorized access.

11. Security Interest. Until Customer has paid JCI all applicable installation charges, Customer (a) grants to JCI a security interest in the equipment and all proceeds thereof to secure such payment and JCI may in its discretion file one or more financing statements to record its security interest; (b) will not (i) assign, transfer, pledge, encumber, lease relinquish possession or control of the equipment; (ii) make or cause to be made any alteration, attachment or repair to the equipment other than by JCI; or (iii) remove the equipment from the installed location; (c) will bear all risk of loss or damage to, or theft of, the equipment while it is in Customer's possession or control; and (d) will hold the equipment as personal property and not cause or permit any equipment to become permanently affixed to any real property. If JCI makes such a filing(s), JCI will file a release of its security interest promptly after Customer pays the installation charges in full. When applicable, JCI may invoice Customer for progress payments based upon equipment components delivered, installed or stored, and/or services performed before completion of work.

12. The following applies only to fire systems installed in New York, New York, USA. New York City Fire System: (a) Customer Generated Design - If JCI’s sale/installation of fire alarm system hereunder is based on Customer’s New York State (“NYS”) licensed design professional’s (“LDP”) fire alarm system design (“FAS Design”), Customer understands that JCI will also need to engage a NYS LDP to (1) review Customer’s FAS Design to help expedite required NYC permit applications, and (2) facilitate JCI’s submission of the FAS Design to FDNY and NYC Building Department for review and approval. If Customer’s LDP, JCI’s LDP, or an NYC Authority Having Jurisdiction (“NYC AHJ”) determines that design changes, including but not limited to additional devices, installation, change orders, redesign, filings, permits, reports, inspections or certifications (collectively “Mandatory Fire System Changes”), are required to comply with applicable NYC codes, Customer agrees to pay for all such Mandatory Fire System Changes, including labor charges, overtime charges and fire watches, at JCI’s then prevailing rates/charges. Further, JCI shall not be liable for any delays in completion of the fire alarm system, inspection, final approvals or issuance of certificates of occupancy due to Mandatory Fire System Changes required by JCI’s and/or Customer’s LDP, or by the NYC AHJ. (b) Drawings Furnished by Customer - If JCI’s sale/installation of fire alarm system hereunder is based on drawings furnished by Customer’s NYS LDP, Customer understands that JCI’s proposed price for such fire alarm system is based on JCI’s initial design estimate, through its NYS LDP, using drawings and information supplied by Customer. Customer further understands that JCI is required to submit its initial design estimate based on Customer-provided information to FDNY and NYC Building Department for review and approval. Should it be determined by JCI’s LDP or an NYC AHJ that Mandatory Fire System Changes are required to comply with applicable NYC codes Customer agrees to pay for all such Mandatory Fire System Changes, including labor charges, overtime charges and fire watches, at JCI’s prevailing rates/charges. Further, JCI shall not be liable for any delays in completion of the fire alarm system, inspection, final approvals, or issuance of certificates of occupancy due to Mandatory Fire System Changes required by the LDP or the NYC AHJ. (c) No Customer Provided Designs/Drawings – If JCI’s sale/installation of fire alarm system hereunder is not based on Customer provided designs or drawings, Customer understands that JCI’s proposed price for the fire alarm system is based on an initial design estimate by JCI, through its NYS LDP, using best available information in the absence of Customer-supplied drawings and documentation. Customer further understands that JCI is required to submit its initial design estimate based on such best available information to FDNY and NYC Building Department for review and approval. Should it be determined by JCI’s LDP or an NYC AHJ that Mandatory Fire System Changes are required to comply with applicable NYC codes, Customer agrees to pay for all such Mandatory Fire System Changes, including labor charges, overtime charges and fire watches, at JCI’s prevailing rates/charges. Further, JCI shall not be liable for any delays in completion of the fire alarm system, inspection, final approvals, or issuance of certificates of occupancy due to Mandatory Fire System Changes required by the LDP or the NYC AHJ.

Supplemental Terms Applicable to Repair Labor

1. Repair Labor” is the labor necessary to restore Covered Equipment to working condition following an Equipment Failure, but does not include services relating to total equipment replacement due to obsolescence or unavailability of parts.
“Equipment Failure” means the failure, under normal and expected working conditions, of moving parts or electric or electronic components of the Covered Equipment that are necessary for its operation. Where Customer expressly includes Repair Labor, such Repair Labor shall apply only to the components or equipment of the Covered Equipment. Customer agrees to promptly request Repair Labor in the event of an Equipment Failure or otherwise requires repair. If selected, Repair Labor does not include repairs to the Covered Equipment recommended by JCI as a result of an inspection, for which JCI will submit independent pricing to Customer and as to which JCI will not proceed until Customer authorizes such work and approves the pricing. Repair or replacement of non-maintainable parts of the Covered Equipment including, but not limited to, unit cabinets, insulating material, electrical wiring, structural supports, and all other non-moving parts, is not included under the Agreement.

2. Repair Labor does not include and JCI shall not be responsible for disinfecting of chiller condenser and cooling tower water systems and components for biohazards, such as but not limited to Legionella. In-line duct and piping devices, including, but not limited to valves, dampers, humidifiers, wells, taps, flow meters, orifices, etc., if required hereunder to be furnished by JCI, shall be distributed and installed by others under JCI’s supervision at Customer’s sole cost and expense. Customer agrees to provide JCI with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge to JCI. JCI agrees to keep the site clean of debris arising out of its own operations. Customer shall not backcharge JCI for any costs or expenses without JCI’s written consent. Customer shall not be permitted to change, modify, or alter the scope of the Repair Labor to be performed by JCI without JCI’s prior written consent. In no event shall JCI be required to perform any work relating to hazards or biohazards, such as but not limited to Legionella, without JCI’s express written consent.

Supplemental Terms Applicable to Connected Equipment Services

1. “Connected Equipment Services” means a data-analytics and monitoring software platform that uses a cellular or network connection to gather equipment performance data to assist JCI in advising Customer on such equipment’s health, performance or potential malfunction. For applicable equipment, the Connected Equipment Services will be on by default, and the remote connection will continue to connect to the equipment through the full product lifecycle, unless Customer specifically requests in writing that JCI disable the remote connection or JCI decides to discontinue or remove such remote connection. If the equipment includes Connected Equipment Services, JCI will provide a cellular modem or other gateway device (“Gateway Device”) owned by JCI, or Customer will supply a network connection suitable to establish a remote connection with Customer’s equipment to permit JCI to use Connected Equipment Services to perform warranty services as well as other services, including troubleshooting, quarterly health reports, remote diagnostic and monitoring and aftermarket services. For certain subscriptions, Customer will be able to access equipment information from a mobile or smart device using Connected Equipment Service’s mobile or web app. Any Gateway Devices provided hereunder shall remain JCI’s property, and JCI may upon reasonable notice access and remove such Gateway Device and discontinue services in accordance with JCI’s standard terms for such software and software related professional services in effect from time to time at https://www.johnsoncontrols.com/techterms. If Customer does not permit JCI to connect via a connection validated by JCI for the equipment, and a service representative must therefore be dispatched to the Customer’s site, then Customer will pay JCI at JCI’s then-current standard applicable contract regular time and/or overtime rate for services performed. JCI disclaims any obligation to advise Customer of any possible equipment error or malfunction. Customer acknowledges that, while Connected Equipment Services generally improve equipment performance and services, Connected Equipment Services does not prevent all potential malfunction, does not insure against all loss or guarantee a certain level of performance and that JCI shall not be responsible for any injury, loss, or damage caused by any act or omission of JCI related to or arising from the monitoring of the equipment under the Connected Equipment Services.

2. Limited Warranty. Subject to the limitations below, JCI warrants expendable items, including, video and print heads, television camera tubes, video monitor displays tubes, refrigerant, batteries, filters and certain other products in accordance with the applicable manufacturer’s warranty. JCI does not warrant devices designed to fail in protecting the Covered Equipment, such as, but not limited to, fuses and circuit breakers. Customer agrees and acknowledges that any software contained in or sold as part of any Covered Equipment may have inherent defects because of its complexity. JCI’s sole obligation with respect to software, and Customer’s sole remedy, shall be to make available published modifications, designed to correct inherent defects, which become available during the warranty period. EXCEPT AS EXPRESSLY SET FORTH HEREIN, JCI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. Any repairs, adjustments or interconnections performed by Customer or any third party shall void all warranties.

3. Customer understands and agrees that, while Connected Equipment Services provide for communication regarding Customer’s Equipment to JCI via the Internet, Connected Equipment Services do not constitute monitoring of the system, and Customer understands that Connected Equipment Services do not provide for JCI to contact the police/fire department or other authorities. Customer understands that if it wishes to receive monitoring of its system and notification of the fire/police department or other authorities, it must purchase Remote Monitoring Services.

Supplemental Terms Applicable to Remote Monitoring Services and/or Remote Operating Services

1. Definitions: “Remote Monitoring Services” means remote monitoring of Covered Equipment and/or systems including building automation, HVAC equipment, and fire alarm, intrusion, and/or other life safety systems for alarm and event notifications using a UL-certified central station. “Remote Operating Services” means remote interrogation, modification and/or operation of building automation, HVAC, fire and security equipment, and/or other Covered Equipment.

2. Remote Monitoring Services and Remote Operating Services, Generally. If Remote Monitoring Services or Remote Operating Services are provided to Customer by JCI, Customer agrees to furnish JCI with a list of the names, titles, addresses, email addresses, and phone numbers of all persons authorized to be contacted by, or be able to contact, JCI to perform specific agreed upon actions with the appropriate authority. If Customer selects “Remote Monitoring Services with Open and Close,” Customer also agrees to furnish JCI with Customer’s daily and holiday opening and closing schedules. Customer agrees to maintain and update the call lists with accurate information. Customer further agrees to notify JCI of such changes as soon as possible. JCI is not responsible to find new contacts/numbers if the contacts on the call lists cannot be reached. A maximum of three contacts are allowed for any time of the day. If none of those contacts can be reached, then JCI is not responsible for damages. Customer is responsible for any and all damages, costs and expenses arising from Customer’s failure to provide timely updates for any of the contact information submitted to JCI.

3. Cancellation of Remote Monitoring Services and/or Remote Operating Services. Remote Monitoring Services and Remote Operating Services may be immediately canceled by either party if JCI’s central monitoring center (“CMC”), connecting wires, or monitoring systems are destroyed by fire or other catastrophe, or where the monitored site (“Site”) is so substantially damaged that it is impractical to continue either Remote Monitoring Services or the Remote Operating Services.

4. Remote Monitoring Services that Include Remote Fire Alarm Monitoring, Security Alarm Monitoring or Video Monitoring. If Remote Monitoring Services explicitly includes remote fire alarm monitoring, security alarm monitoring or video monitoring, the following additional terms apply:

Remote Monitoring of Alarm Signals. If JCI receives an emergency alarm signal at JCI’s CMC, JCI shall endeavor to notify the appropriate police or fire department, or other emergency response agency having jurisdiction, and JCI shall endeavor to notify Customer or its designated representative by email unless instructed to do otherwise by Customer in writing and/or based on standard operating procedures for the CMC. JCI, upon receipt of a non-emergency signal from the site, shall endeavor to notify Customer’s representative pursuant to Customer’s written instructions, defaulting to email or text notification. Customer acknowledges that if the signals transmitted from the Site may be monitored in a monitoring facility not operated by JCI, the personnel in such monitoring facilities are not the agents of JCI, nor does JCI assume any responsibility for the manner in which such signals are monitored or the response to such signal.
Remote Monitoring Services Pricing. Remote Monitoring Services shall be provided by JCI if Customer’s agreement with JCI includes a charge for such Remote Monitoring Service. If such Remote Monitoring Service is purchased by Customer, JCI will monitor the number of alarms for the Site, and the initial fee is based on the pricing agreed to by the parties, subject to the terms and conditions of these Supplemental Terms and any agreement in place between the parties. If the number of alarms produced at the Site goes beyond the contracted number of alarms in a month, Customer will be billed, and shall pay to JCI, an overage fee.
Communications Media. Customer acknowledges that monitoring of Covered Equipment requires transmission of signals over standard telephone lines and/or the Internet and that these modes of transmission may be interrupted, circumvented, or compromised, in which case no signal can be transmitted from the Site to the CMC. Customer understands that to allow the CMC to be aware of such a condition, additional or alternative protection can be installed, such as line security devices, at Customer’s cost and expense and for transmission via telephone line only. Customer acknowledges it is aware that line security devices are available and, unless expressly purchased by Customer, has declined to purchase such devices. Customer further acknowledges that such additional protection is not available for Internet transmission.
False/Unnecessary Alarms; Service Calls. At JCI’s option, an additional fee may be charged for any false alarm or unnecessary service visit by JCI caused or necessitated by Customer. In addition, Customer shall be fully responsible and liable for fines, penalties, assessments, taxes, fees or charges imposed by a governmental body, telephone, communication, or signal transmission company as the result of any false alarm and shall reimburse JCI for any costs incurred by JCI in connection therewith. Customer shall operate the system carefully so as to avoid causing false alarms. False alarms can be caused by severe weather or other forces beyond the control of JCI. If an undue number of false alarms are received by JCI, in addition to any other available remedies available to JCI, JCI may terminate the Remote Monitoring Services and/or the Agreement and/or discontinue any other JCI work and seek to recover damages. If an agent is dispatched, by a governmental authority or otherwise, to respond to a false alarm, where the Customer, or any other party has intentionally, accidentally or negligently activated the alarm signal, Customer shall be responsible for and pay any and all fees and/or fines assessed with respect to the false alarms and pay to JCI the additional charges and costs incurred by it from a false alarm. If Customer's system has a local audible device, Customer authorizes JCI to enter the Site to turn off the audible device if JCI is requested or ordered to do so by governmental authorities, neighbors or anyone else, and Customer will pay JCI its standard service call charge for each such visit. Police agencies may require repair of systems which cause false dispatches, and Customer shall be solely responsible for any such repair. Customer shall maintain the equipment necessary for JCI to supply the Remote Monitoring Services, and Customer shall pay all costs for such maintenance. At least monthly, Customer will test the system's protective devices and send test signals to the CMC for all monitoring equipment in accordance with instructions from JCI or the CMC. Customer agrees to test the monitoring systems, including testing any ultrasonic, microwave, infrared, capacitance or other electronic equipment prior to the end of each month and will immediately report to JCI if the equipment fails to respond to the test. Customer shall make any necessary repairs as soon after receipt of notice as is reasonably practical. Customer shall at all times be solely responsible for maintaining any sprinkler system in good working order and provide adequate heat to the Site.
Remote Monitoring of Video Monitoring Services. During the Term, JCI's sole and only obligation arising from the provision of Video Monitoring Services to Customer shall be to monitor the digital signals actually received by JCI at its CMC from means of the Video System and upon receipt of a digital signal indicating that an alarm condition exists, to endeavor, as permitted by law, to notify the police or other municipal authority deemed appropriate in JCI’s absolute discretion and to such persons Customer has designated in writing to JCI to receive notification of such alarm condition as set forth herein. Video Monitoring Services do not include alarm installation, repair, maintenance or guard responses but can be purchased separately by JCI. JCI may, without prior notice to Customer, in response to applicable law or insurance requirements, revise, replace, discontinue and/or rescind its response policies and procedures. “Video Monitoring Services” are Remote Monitoring Services using Video Systems.
1. Inception and conclusion of service. Video Monitoring Services shall be provided by JCI if Customer’s agreement with JCI includes a charge for Video Monitoring Services. If such Video Monitoring Service is purchased, Video Monitoring Services will begin when the Video System is installed and operational, and when the necessary communications connection is completed. No obligation for the provision of this Video Monitoring Service will commence until these requirements are met.
2. Customer Equipment. Customer shall obtain, at its own cost and expense: (i) the equipment necessary to connect to JCI’s CMC; and (ii) whatever permission, permits or licenses that may be necessary from all persons, governmental authorities, utility, and any other related service providers in connection with the Video Monitoring Services. The video system to be used by the Customer is intended to produce and transmit video images (the “Video System Images”) of the Site to the CMC (the “Video System”). JCI makes no promise, warranty or representation that the Video System will operate as intended.
3. System Location. The Video System related cameras shall be located and positioned by Customer along with attendant burglary digital alarm signal(s). Customer shall ensure that the Video System related cameras will be positioned and located such that it will only produce or capture Video System Images of areas of the Site. Customer will provide adequate illumination under all operating conditions for the proper viewing of the cameras. Customer acknowledges and agrees that JCI has exercised no control over, or participated in locating or positioning the Video System related camera including, but not limited to selecting what areas, locations, things or persons that the Video System Images may depict or capture.
4. Images. Customer shall be solely responsible for the Video System Images produced or captured by the Video System, and Customer shall defend, indemnify and hold harmless JCI and its officers, agents, directors, and employees, from any and all damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of third-party claims, demands, or suits in connection with the use, operation, location and position of the Video System, and the Video System Images resulting therefrom, including, but not limited to, any claims of any person depicted in a Video System Image, including but not limited to, any claim by such person that his or her privacy has been invaded or intruded upon or his or her likeness has been misappropriated. Any duty to obtain the consent or permission of any person depicted in a Video System Image to have his or her likeness to be depicted, received, transmitted or otherwise used, and the duty to determine and comply with any and all applicable laws, regulations, standards and other obligations that govern the legal, proper and ethical use of video capturing devices, such as the Video System, including, but not limited to, notification that the Video System is in use at the Site, shall be the sole responsibility of the Customer. JCI agrees to use reasonable efforts to make Video System Images available to Customer upon its request. However JCI makes no promise, warranty or representation as to the length of time that it retains Video Images, or the quality thereof.
5. Video System Signals. When a signal from the Video System is received, JCI reserves the right to verify all alarm signals before notifying emergency personnel, and may choose not to notify emergency personnel if it has reason to believe, in its sole discretion, that an emergency condition does not exist. JCI will first attempt to verify the nature of the emergency by using visual verification and/or the two-way voice system (if applicable) of the Video System included in Customer's system. If JCI determines that an emergency condition exists, JCI will endeavor to notify the proper police or emergency contact on a notification call list provided in writing by Customer to JCI, or its designee. When a non-emergency signal is received, JCI will attempt to contact the first available Customer representative on the notification call list but will not notify emergency authorities, this notification will be in the form of email or text and follow CMC processes. If the Customer requires phone calls to the call list for any emergency or non-emergency situation, the Customer will need to make this request in writing. Customer authorizes and directs JCI, as its agent, to use its full discretion in causing the arrest or detention of any person or persons on or around the Site who are not authorized by Customer. JCI WILL NOT ARREST OR DETAIN ANY PERSON.
6. Recordings. Customer consents to the tape recording of all telephonic communications between the Site and JCI. JCI will have no liability arising from recording (or failure to record) or publication of any two-way voice communications, other video recordings or their quality. JCI shall have no liability in connection with Video System or the Video System Images, including, but not limited to, any failure, omission, negligence or other act by JCI, or any of its officers, employees, representatives, agents, contractors, or any other third party in connection with the receipt (or failure of receipt), transmission, reading, interpreting, or response to any Video Image.
7. Risk of Loss is Customer’s. JCI DOES NOT REPRESENT OR WARRANT THAT THE VIDEO MONITORING SERVICES WILL PREVENT ANY LOSS BY BURGLARY, HOLDUP, FIRE OR OTHERWISE, OR THAT THE VIDEO MONITORING SERVICES WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INSTALLED OR INTENDED, OR THAT THE VIDEO MONITORING SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ASSUMES ALL RISK OF LOSS OR DAMAGE TO THE PROJECT SITE BEING MONITORED AND TO ITS CONTENTS, WHETHER BELONGING TO CUSTOMER OR OTHERS; AND HAS NOT RELIED ON ANY REPRESENTATIONS AND WARRANTIES OF JCI, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH VIA WRITTEN AGREEMENT. FURTHER, SUPPLER EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE.
JCI’S RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE DATA OR IMAGES (COLLECTIVELY, “ALARM SIGNALS”) FROM THE EQUIPMENT OR SYSTEM INSTALLED IN THE SITE IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS. JCI’S CMC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER’S TELCO SERVICE 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 CUSTOMER’S TELCO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELCO SERVICES SUCH AS SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR, WIRELESS OR PRIVATE RADIO, OR CUSTOMER'S PROPRIETARY TELECOMMUNICATION NETWORK, INTRANET OR IP-PBX, OR OTHER THIRD-PARTY EQUIPMENT OR VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED, MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES, IF: (1) A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED SITE OCCURS (THE BATTERY BACK-UP FOR JCI’S ALARM PANEL DOES NOT POWER CUSTOMER’S COMMUNICATION FACILITIES OR TELCO SERVICE); OR (2) ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL. CUSTOMER UNDERSTANDS THAT JCI WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE ALARM SYSTEM WITH CUSTOMER’S TELCO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELCO SERVICE’S DATA FORMAT AFTER JCI’S INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELCO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JCI’S CMC. IF JCI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER’S TELCO SERVICE IS COMPATIBLE, JCI WILL PERMIT CUSTOMER TO USE ITS TELCO SERVICE AS THE PRIMARY METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER UNDERSTANDS THAT JCI RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER’S ALARM SYSTEM TO JCI’S CMC REGARDLESS OF THE TYPE OF TELCO SERVICE USED. CUSTOMER ALSO UNDERSTANDS THAT IF JCI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER’S TELCO SERVICE IS, OR LATER BECOMES, NON-COMPATIBLE, OR IF CUSTOMER CHANGES TO ANOTHER TELCO SERVICE THAT IS NOT COMPATIBLE, THEN JCI WILL REQUIRE THAT CUSTOMER, AT ITS OWN COST AND EXPENSE, USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO JCI AS THE PRIMARY METHOD TO CONNECT CUSTOMER’S ALARM SYSTEM TO JCI’S CMC. JCI WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER THAN AN APPROVED TELCO SERVICE AND CUSTOMER UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELCO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL FIRE ALARM STANDARDS AND LOCAL FIRE CODES. CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER’S ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELCO SERVICE IS INTERRUPTED, AND THAT JCI MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-APPROVED TELCO SERVICE. CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE A NON-APPROVED TELCO SERVICE AS THE METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER’S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT ANY ASSISTANCE, INVOLVEMENT, INPUT, RECOMMENDATION, OR ENDORSEMENT ON THE PART OF JCI. CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF THE NON-APPROVED TELCO SERVICE FOR CONNECTION TO THE ALARM MONITORING EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE THE TELCO SERVICE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED, IS INTERFERING WITH, OR IS BLOCKING THE CONNECTION. As used herein, “Telco Service” means Customer’s telephone service provider, wireless carrier, or other entity providing communication facilities or services for transmission of alarm signals.
Telecommunication and Technology. Customer shall be responsible for any expenses or costs incurred by JCI to modify, re-program or replace systems, service and/or equipment, or to modify or otherwise change JCI’s telecommunication capabilities, in order to accommodate or comply with changes made by or affecting providers of telecommunication or related services, on which services JCI may rely in order to provide certain systems or services under the Agreement. By way of example but not as a limitation, such changes may include changes to or creation of new area codes, implementation of 10-digit dialing, discontinuance of existing equipment or telecommunication technologies, creation of new equipment or technologies, enactment of new laws, regulations, codes or ordinances, or any other changes, whether or not foreseeable, that may affect JCI’s ability to provide certain services to Customer. Customer is responsible to pay all charges for telecommunication services required to receive services from JCI.
Personal Information; Consent to Call, Text or Email. Customer represents and warrants that it has obtained all consents and has the right to (1) disclose to JCI all personal information concerning individuals/employees/or other third parties including all information contained in Customer’s Emergency Call List (“ECL”); (2) permit JCI to collect (including consent to record telephone conversations with JCI), use, disclose and transfer such personal information; and (3) expressly authorizes JCI to use such personal information to administer the relationship and the services between Customer and JCI, including, but not limited to, contacting Customer personnel at the telephone numbers and/or email addresses provided: (i) using SMS, text, prerecorded messages, or automated calling devices to deliver messages to set/confirm a service/installation appointment; and/or (ii) to provide information or offers about products and services of interest to Customer. Customer acknowledges and agrees that JCI may share all such information with its parents, subsidiaries, affiliates and its/their successor corporations or any subcontractor or assignee, within and outside the country in which the Customer is located and thereby subject such information to the laws of such countries.
Waiver of Warranty; Exculpatory Clause. Customer understands that JCI offers several levels of protection services and that the level selected has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. IT IS UNDERSTOOD AND AGREED THAT: JCI IS PROVIDING A SERVICE DESIGNED TO REDUCE THE RISK OF LOSS; THAT JCI IS NOT AN INSURER; THAT INSURANCE SHALL BE OBTAINED BY CUSTOMER COVERING PERSONAL INJURY, INCLUDING DEATH, AND REAL OR PERSONAL PROPERTY LOSS OR DAMAGE; THE PAYMENTS TO JCI ARE BASED SOLELY ON THE VALUE OF THE MONITORING SERVICES AS DESCRIBED HEREIN AND ARE UNRELATED TO THE VALUE OF ANY OF CUSTOMER’S PROPERTY, OR THE PROPERTY OF OTHERS LOCATED AT CUSTOMER’S LOCATION, THE VALUE OF WHICH IS KNOWN ONLY BY CUSTOMER; THAT JCI IS NOT LIABLE FOR LOSSES CAUSED BY THE MALFUNCTION OR NON-FUNCTION OF THE SYSTEM OR EQUIPMENT OR THE MONITORING, REPAIRING, SIGNAL HANDLING OR DISPATCHING SERVICES EVEN IF DUE TO JCI’S NEGLIGENCE OR FAILURE TO PERFORM. JCI MAKES NO GUARANTEE OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES PERFORMED OR EQUIPMENT SUPPLIED WILL AVERT OR PREVENT OCCURRENCES, OR THE CONSEQUENCES THEREFROM, WHICH THE SERVICES OR EQUIPMENT ARE DESIGNED TO DETECT.
Indemnification. Since the parties agree that Customer retains the sole responsibility for the life and safety of all persons on its premises, and for protecting against losses to its own property and the property of others located on its premises, Customer agrees to indemnify, defend, and hold harmless JCI, its officers, employees, agents, subcontractors, suppliers, or representatives, from and against all claims, lawsuits, and losses, including attorneys’ fees, alleged to be caused by the improper operation of the system, whether due to malfunctioning or nonfunctioning of the system or the negligent performance or nonperformance of the monitoring services or other installation, maintenance, or other services by JCI or its officers, employees, agents, subcontractors, suppliers, or representatives. Additionally, Customer agrees to list JCI, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insured on its general liability insurance policy in effect on the premises.
Limitation of Liability; Liquidated Damages. CUSTOMER ACKNOWLEDGES THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES, IF ANY, WHICH MAY PROXIMATELY RESULT FROM FAILURE ON THE PART OF JCI TO PERFORM ANY OF ITS OBLIGATIONS OR SERVICES HEREIN, INLCUDING, BUT NOT LIMITED TO REMOTE MONITORING SERVICES, INSTALLATION OR MAINTENANCE, THE FAILURE OF THE EQUIPMENT (SYSTEM) TO OPERATE PROPERLY, BY ACTIVE OR PASSIVE NEGLIGENCE, OR BY FAILURE TO PERFORM ANY OF THE OBLIGATIONS HEREIN, BECAUSE OF AMONG OTHER THINGS: (a) THE UNCERTAIN AMOUNT OR VALUE OF CUSTOMER’S PROPERTY OR THE PROPERY OF OTHERS KEPT AT THE MONITORED LOCATION WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE EQUIPMENT (SYSTEM) AND/OR SERVICES IS DESIGNED TO DETECT, (b) THE UNCERTAINTY OF THE RESPONSE TIME OF ANY POLICE DEPARTMENT, FIRE DEPARTMENT, PARAMEDIC UNIT, PATROL SERVICE OR OTHERS, SHOULD ANY OF THESE PARTIES BE DISPATCHED AS A RESULT OF A SIGNAL BEING RECEIVED OR AN AUDIBLE DEVICE SOUNDING; (c) THE INABILITY TO ASCERTAIN WHAT PORTION, IF ANY, OF ANY LOSS WOULD BE PROXIMATELY CAUSED BY JCI’S FAILURE TO PERFORM OR BY ITS EQUIPMENT’S FAILURE TO OPERATE; OR (d) THE UNCERTAIN NATURE OF OCCURRENCES WHICH MIGHT CAUSE INJURY OR DEATH TO CUSTOMER OR ANY OTHER PERSON. THEREFORE, CUSTOMER ACKNOWLEDGES AND AGREES THAT IF ANY LOSS OR LIABILITY IS ALLEGED AGAINST JCI, IRRESPECTIVE OF CAUSE, INCLUDING BUT NOT LIMITED TO, WHETHER THE LOSS OR LIABILITY IS CAUSED BY JCI’S OWN NEGLIGENCE, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL MONITORING FEE OR TWENTY-FIVE HUNDRED ($2,500.00) DOLLARS, WHICHEVER IS LESS. THIS SUM SHALL BE PAID AND RECEIVED AS EITHER (i) LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (ii) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE JCI’S SOLE AND EXCLUSIVE LIABILITY. UNDER NO CIRCUMSTANCES SHALL JCI BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR GENERAL, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE IN EXCESS OF SUCH AMOUNT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DAMAGES TO REAL OR PERSONAL PROPERTY, LOSS OF PROPERTY OR REVENUE, COST OF CAPITAL, COSTS OF PURCHASED OR REPLACED GOODS, OTHER ECONOMIC LOSS HOWEVER OCCASIONED, AND WHETHER ALLEGED AS CAUSED BY THE INSTALLATION, REPAIR, DESIGN, SALE, LEASE, OR FAILURE OF THE MONITORING EQUIPMENT OR SERVICE OR THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREIN OR BREACH OF WARRANTY OR NEGLIGENCE, ACTIVE, PASSIVE, JOINT, SEVERAL OR OTHERWISE, STRICT LIABILITY, TORT, OR OTHERWISE BY JCI, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, JCIS OR REPRESENTATIVES. Customer agrees to obtain insurance coverage adequate to protect Customer’s interests in light of the limitation of liability stated above. The foregoing shall survive the termination or expiration of this Agreement. JCI assumes no responsibility for any loss in excess of such amount. If Customer desires that JCI assume greater liability, Customer will amend its agreement with JCI to pay an additional annual amount necessary to purchase an insurance policy for such greater liability, if such policy is reasonable available. No such amendment shall be effective unless by Customer, JCI and the insurance carrier which will be insuring the additional liability.
Assignment by Subscriber. Subscriber acknowledges that the sale or transfer of Subscriber’s premises shall not relieve Subscriber of duties and obligations under this Agreement unless Johnson Controls agrees in writing to the transfer of the Agreement.

Supplemental Terms Related to COVID-19 Products and Services

If Customer purchases any COVID-19 Product or COVID-19 Service (each as defined below) from JCI, then the Supplemental Terms set forth below also apply (“General COVID-19 Terms”). The General COVID-19 Terms apply to all COVID-19 Products and COVID-19 Services. The “COVID-19 Products” are as follows: (a) Telethermographic Skin Temperature Screening Systems; (b) Location-based contact tracing and social distancing measurement systems; and/or (c) Building infection control products, including but not limited to disinfecting UV or UVC light offerings, flexible facility software, bipolar ionization products, and/or the coordination of such devices or HVAC devices for the purpose of pandemic mitigation. The “COVID-19 Services” means any professional or consulting services performed by JCI for Customer in connection with the COVID-19 Products or otherwise relating to Customer’s response to COVID-19.
JCI Does Not Warrant Safety from Contagions. The COVID-19 Products and COVID-19 Services are intended to be used as tools for helping Customer manage its response to the unknown and challenging environment in which Customer is working to address the unprecedented COVID-19 pandemic, or to be better prepared for future outbreaks of COVID-19. JCI cannot guarantee that the COVID-19 Products or COVID-19 Services will prevent the spread of severe acute respiratory syndrome coronavirus 2 (“SARS-CoV-2”), which causes coronavirus disease 2019 (“COVID-19”), or keep any person safe. JCI EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE COVID-19 PRODUCTS OR COVID-19 SERVICES WILL DETECT THE PRESENCE OF, OR ELIMINATE, PREVENT, TREAT, OR MITIGATE THE SPREAD, TRANSMISSION, OR OUTBREAK OF, SARS-COV-2, COVID-19 OR ANY OTHER PATHOGEN, DISEASE, VIRUS, OR OTHER CONTAGION (collectively, “Contagion Events”). CUSTOMER SHALL SOLELY BEAR ANY AND ALL LIABILITY ARISING FROM CONTAGION EVENTS. No advice or recommendations or other statements provided by JCI to Customer shall be deemed to be medical advice.
COVID-19 Product Indemnity. Customer agrees to indemnify, defend, and hold JCI harmless from any and all claims (including, without limitation, claims for personal injury, death or property damage), damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of or related to (i) a Contagion Event; and/or (ii) Customer’s or its customers’ use of the COVID-19 Products or COVID-19 Services, including, without limitation, any claims, suits, actions or proceedings relating to or arising from (x) a failure by the COVID-19 Products or COVID-19 Services to detect the presence of, or eliminate, prevent, or mitigate the spread, transmission, or outbreak of, a Contagion Event or (y) invasions of privacy. Notwithstanding the foregoing, in no event shall Customer be required to indemnify, defend or hold JCI harmless to the extent the claims, damages, losses, liabilities, costs or expenses result from JCI’s negligence or willful misconduct.
Additional Limitations of Liability Relating to COVID-19 Products and COVID-19 Services. IN ADDITION TO THE OTHER LIMITATIONS ON LIABILTY SET FORTH IN THE CUSTOME TERMS OR ANY AGREEMENT, IN ANY CASE, THE ENTIRE AGGREGATE LIABILITY OF JCI ARISING FROM THE COVID-19 PRODUCTS AND THE COVID-19 SERVICES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE) SHALL BE LIMITED TO THE GREATER OF (A) FEES PAID BY CUSTOMER FOR THE APPLICABLE COVID-19 PRODUCTS OR COVID-19 SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY AND (B) USD $100,000.
Compliance with Law. Customer is solely responsible for compliance with all applicable laws, regulations and authorizations relating to Customer’s use of the COVID-19 Products and COVID-19 Services, including but not limited to any laws, regulations and authorizations pertaining to personal data protection, privacy and security, any laws relating to the collection or processing of biometric or health information, or any laws requiring notice or consent of persons with respect to Customer’s collection or processing of biometric or health information.
COVID-19 Product Specific Terms. In addition to the General COVID-19 Terms, the product-specific terms for the COVID-19 Products in effect from time to time at www.johnsoncontrols.com/covidproductterms, as such terms may be modified from time to time by JCI, shall apply to the applicable COVID-19 Products to which the terms relate.

Supplemental Terms Related to Active Shooter Detection Products and Services

Active Shooter Detection Systems Warranty Disclaimer. JCI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, JCI MAKES NO WARRANTY THAT THE ACTIVE SHOOTER DETECTION SYSTEM WILL OPERATE WITHOUT INTERRUPTION OR ERROR FREE, OR THAT MESSAGES, ALERTS OR TEXTS SENT BY THE ACTIVE SHOOTER DETECTION SYSTEM WILL BE TIMELY OR SUCCESSFULLY SENT, DELIVERED OR RECEIVED.
Active Shooter Detection Systems Limitation of Damages. THE ACTIVE SHOOTER DETECTION SYSTEM DOES NOT CAUSE AND CANNOT ELIMINATE OR PREVENT OCCURRENCES OF THE EVENTS THAT IT IS INTENDED TO DETECT OR AVERT. ALL LIABILITY RESULTING FROM SUCH EVENTS REMAINS WITH CUSTOMER. CUSTOMER AGREES TO LOOK SOLELY TO CUSTOMER’S INSURER TO RECOVER FOR INJURIES, LOSS OR DAMAGE AND RELEASES AND WAIVES ALL RIGHT OF RECOVERY AGAINST JCI, INCLUDING BY WAY OF SUBROGATION. IN NO EVENT WILL JCI BE LIABLE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR (I) PERSONAL INJURY, DEATH OR PROPERTY DAMAGES OR (II) LOST PROFITS, LOSS OF USE, DIMUNITION OF VALUE, LOST DATA, OR ANY OTHER INCIDENTAL, SPECIAL, PUNTITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATED TO THE ACTIVE SHOOTER DETECTION SYSTEM. NOTWITHSTANDING THE FOREGOING, IF JCI IS FOUND LIABLE UNDER ANY LEGAL THEORY, JCI’S TOTAL LIABILITY WILL BE LIMITED TO THE SUM EQUAL TO THE INSTALLATION CHARGE PAID BY CUSTOMER TO WHICH SUCH CLAIM IS MADE, AS THE AGREED UPON DAMAGES AND NOT AS A PENALTY, AS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY. CUSTOMER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS JCI AGAINST ANY CLAIMS AND LAWSUITS MADE OR FILED BY ANY PERSON, INCLUDING CUSTOMER’S INSURER, THAT IS RELATED IN ANY WAY TO THE ACTIVE SHOOTER DETECTION SYSTEM, INCLUDING THE PAYMENT OF ALL DAMAGES, EXPENSES, COSTS, AND ATTORNEYS' FEES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST JCI MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION.

Exclusions from Warranty

JCI’s scope of work/scope of services and warranty obligations expressly exclude the following. If Customer calls JCI for service under the warranty, and JCI’s representative finds that one of the conditions below has led to the inoperability or apparent inoperability of the equipment, JCI may bill Customer for the service call whether or not JCI actually works on the equipment. If repairs are required due to one of the below conditions, JCI will charge Customer for such work on a time and materials basis at JCI’s then applicable rates for labor and materials.

testing, inspection and repair of duct detectors, beam detectors, and UV/IR equipment;the effects of erosion, corrosion, acid cleaning, or damage from unexpected or especially severe freezing weather;
the repair or replacement of ductwork, casings, cabinets, structural supports, tower fill/slats/basin, hydronic and pneumatic piping, and vessels, gaskets, and piping not normally replaced or maintained on a scheduled basis, and removal of oil from pneumatic piping;
provision of fire watches;
clearing of ice blockage;
draining of improperly pitched piping;
replacement of batteries
recharging of chemical suppression systems;
reloading of, upgrading, and maintaining computer software;
repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer’s premises, vandalism
corrosion (including but not limited to micro-bacterially induced corrosion;
disposal of hazardous wastes
disinfecting of chiller condenser water systems and other components for biohazards, such as but not limited to, Legionella unless explicitly set forth in the scope of services between the parties.
furnishing of materials and supplies for painting or refinishing equipment;
the repair or replacement of wire in conduit, buried cable/transmission lines, or the like, if not normally replaced or maintained on a scheduled basis;
power failure, current fluctuation; telecommunications/internet outages
failure due to non-JCI installation;
lightning, electrical storm, or other severe weather, water, accident, fire, acts of God or any other cause beyond the reasonable control of JCI
system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by JCI at JCI’s sole discretion at an additional charge.

Disclaimer of Damages

JCI’s warranty excludes and JCI disclaims damages of any kind, including but not limited to personal injury, death, property damage, and the costs of repairs or service resulting from:

abuse, misuse, alterations, adjustments, attachments, combinations, modifications, or repairs to Covered Equipment not performed, provided, or approved in writing by JCI;
equipment not covered by the agreement between JCI and Customer or attachments made to Covered Equipment;
acts or omissions of Customer, including but not limited to the failure of the Customer to fulfill the Customer Obligations and Commitments to JCI as described in these Supplemental Terms, operator error, Customer’s failure to conduct preventive maintenance, issues resulting from Customer’s previous denial of JCI access to the Covered Equipment, and Customer’s failure to keep the site clean and free of dust, sand, or other particles or debris, unless such conditions are previously expressly acknowledged by JCI in writing;
use of the Covered Equipment in a manner or environment, or for any purpose, for which it was not designed by the manufacturer;
site-related and environmental conditions, including but not limited to power failures and fluctuations in electrical current (or “power surges”) and biohazards such as but not limited to Legionella associated with condenser water, cooling tower systems and subcomponent systems;
the effects of erosion, corrosion, acid cleaning, or damage from unexpected or especially severe freezing weather;
lightning, electrical storm, or other severe weather, water, accident, fire, acts of God or any occurrences beyond JCI’s reasonable control and without JCI’s fault or negligence.

Customer Obligations/Responsibilities to JCI

Customer agrees and warrants that Customer will:

operate the Covered Equipment according to the manufacturer’s and/or JCI’s recommendations;
keep accurate and current work logs and information about the Covered Equipment as recommended by the manufacturer and/or JCI;
provide an adequate environment for Covered Equipment as recommended by the manufacturer and/or JCI, including, but not limited to adequate space, electrical power, water supply, air conditioning, and humidity control;
notify JCI immediately of any Covered Equipment malfunction, breakdown, or other condition affecting the operation of the Covered Equipment;
provide JCI with safe access to its premises and Covered Equipment at all reasonable and necessary times for the performance of the work;
allow JCI to start and stop, periodically turn off, or otherwise change or temporarily suspend equipment operations so that JCI can perform the work;
as applicable, provide proper condenser, cooling tower and boiler water treatment for the proper functioning of Covered Equipment and protect against any environmental issues and instances of biohazards such as but not limited to Legionella;
carefully and properly set and test the intrusion alarm system each night or at such other time as Customer shall close the premises;
obtain all necessary licenses and permits required for and pay all applicable fees and taxes;
notify JCI immediately of any claimed inadequacy in, or failure of, the Covered Equipment or other condition affecting the operation of the Covered Equipment;
provide adequate illumination under all operational conditions for the proper operation of surveillance equipment;
furnish any necessary 110 volt A/C power and electrical outlets at its expense;
properly maintain, repair, service, and assure the proper operation of any other property, system, equipment, or device of Customer or others to which the Covered Equipment may be attached or connected, in accordance with manufacturer recommendations, insurance carrier requirements, or the requirements of any fire rating bureau, agency, or other authorities having jurisdiction thereof;
not tamper with, alter, adjust, disturb, injure, remove, or otherwise interfere with any Covered Equipment (including any related software) and not permit the same to be done; and
refrain from causing false alarms, and reimburse JCI for any fine, penalty, or fee paid by or assessed against JCI by any governmental or municipal agency as a result thereof.

Customer acknowledges and understands that unless water treatment for biohazards (such as Legionella) is explicitly included in the services JCI is providing, it is Customer's responsibility to provide such treatment. Customer also acknowledges that its failure to meet the above obligations will relieve JCI of any responsibility for any Covered Equipment breakdown, or any necessary repair or replacement of any Covered Equipment. If Customer breaches any of these obligations, JCI shall have the right, upon written notice to Customer, to suspend its services until Customer cures such breach. In addition, Customer shall be responsible for paying or reimbursing JCI for any costs associated with corrective work required as a result of Customer’s breach of these obligations.

Global Directory

Global Directory

Global Directory