This is an agreement (Agreement) between Ademco Inc (Resideo, us, we) and you, acting both in an individual capacity and on behalf of the company you represent (you).

You have asked us to provide certain support services (Services) in relation to IT systems, equipment, computers, servers, networks, hardware, data and files (Relevant Systems) owned and/or operated by you (whether for your self or on behalf of any third party). By requesting us to provide the Services to you, you allow us to remotely access the Relevant Systems as required to provide the Services.

The Services include evaluating the state of the Relevant Systems to identify potential issues and ways of correcting them. We may troubleshoot, evaluate, run programs or install/uninstall software, reconfigure and/or otherwise perform work on such Relevant Systems. We may make any changes that we determine are necessary to resolve any issues we have identified.

You, individually, represent and warrant that you are fully authorised to grant us permission to access the Relevant Services for the purposes of performing the Services as described in this Agreement, both on behalf of your company as well as on behalf of any of your affiliates, partners and customers whose Relevant Systems we may have access to in providing the Services.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, LOSS OR CORRUPTION OR UNAVAILABILITY OF DATA, LOSS OF USE OF DATA, LOSS OF USE OF THE RELEVANT SYSTEMS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY OR NON-PRECUNIARY LOSS) ARISING OUT OF OR OTHERWISE RELATED TO OUR PERFORMANCE OF THE SERVICES AND/OR ACCESS TO RELEVANT SYSTEMS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR ENTIRE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SERVIES, OUR ACCESS TO RELEVANT SYSTEMS AND/OR ANY DISPUTES ARISING OUT OF OR CONNECTED WITH IT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE PROVISION OF THE SERVICES.

We may amend the terms of this Agreement from time to time and we may assign it without requiring advance notice or consent. This agreement shall be governed by the laws of the state of New York.