Agreement

SUBSCRIBER AGREEMENT
THIS SUBSCRIBER AGREEMENT ("Agreement") is between STAAR Alert, a Pennsylvania corporation with its address at 3500 Main Street, Munhall, PA 15120 ("Operator") and the person(s)/entity (ies) named as Subscriber ("Subscriber") in the attached Contract Information Schedule ("Schedule"). The Schedule is part of this Agreement. Capitalized Terms not defined elsewhere in this Agreement are defined in the Schedule or the STAAR
ALERT Subscriber Materials ("Subscriber Materials").

1. Engagement. Subscriber hires Operator to provide the Monitoring Services and device(s)/app(s) for the fixed and/or mobile system(s) (each a “System”) chosen by Subscriber as shown on the Schedule. Subscriber agrees to pay the Device Charges, Setup Charges, Monitoring Charges, Third-Party Charges, Service Charges and other amounts due under this Agreement. THIS AGREEMENT WILL BECOME A LEGALLY BINDING CONTRACT BETWEEN OPERATOR AND SUBSCRIBER ONLY UPON WRITTEN APPROVAL BY OPERATOR. IF THIS AGREEMENT IS APPROVED BY OPERATOR, THE EFFECTIVE DATE OF THIS AGREEMENT ("EFFECTIVE
DATE") WILL BE THE DATE OF SUCH APPROVAL.

2. Third-Party Charges. "Third-Party Charges" include all sales, excise and other taxes and assessments, and all other fees and charges of every kind imposed by any governmental body, communications company, homeowners association, or other body (public or private) such as, without limitation: mobile telephone, cable, satellite, internet and other service provider charges; false alarm assessments; costs of permits, approvals and inspections; permitting and connection fees, and fees for reprogramming controls and other devices to comply with area code, signal transmission, numbering or other changes relating to the System and/or the Monitoring Service. Subscriber shall pay directly, or reimburse Operator for, all third-Party Charges.

3. Service Charges. "Service Charges" include Operator's then applicable rates for labor and materials for all service calls (other than for work covered by the Warranty) including those (a) where no work is required or where Subscriber elects not to have any work done; (b) cancelled by Subscriber less than 24-hours prior to scheduled time, or (c) for false alarms or malfunctions caused by Subscriber's operation contrary to Operator or manufacturer
instructions, failure to close or properly secure protected points, or improper adjustment of equipment or components.

4. Warranty. If, for any reason other than an Excluded Cause, the Monitoring Service is interrupted, then, subject to the paragraph titled Termination, Operator shall, at no cost to Subscriber, use commercially reasonable efforts to restore Monitoring Services (the "Warranty"). The "Excluded Causes" are: (a) accidents, acts of God, lightning, strikes, riots, floods, terrorism, acts of war, alteration, misuse, tampering or abuse; (b) adjustments, repairs or
maintenance to any System done by any person, or involving parts, accessories or other devices, not approved in writing in advance by Operator; (c) any change to the System, including relocation of any component thereof, not approved by Operator; (d) failure by Subscriber to comply with operating instructions furnished by Operator; (e) changes to settings of any System equipment or components; (e) interruption of commercial power or phone service or failure of any communications system; (f) battery failure; (g) devices designed to fail to protect a System such as fuses and circuit breakers; (h) any breach by Subscriber of any of Subscriber's obligations under this Agreement; (i); failure or malfunction of any device not provided by Operator; or (j) any other cause
beyond Operator's control following exercise of commercially reasonable efforts. If the Monitoring Service is interrupted for any reason which Operator determines is not covered by the Warranty, Subscriber shall pay Services Charges for restoration of service.

5. Disclaimer of Warranties. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SUBSCRIBER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING OPERATOR'S NEGLIGENCE, SHALL BE AS SPECIFIED UNDER THE PARAGRAPH TITLED WARRANTY ABOVE. OPERATOR SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY, HOWEVER OCCASIONED, WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY OPERATOR OR NEGLIGENCE OF OPERATOR OR OTHERWISE, AND IN NO EVENT SHALL OPERATOR’S LIABILITY EXCEED THE AMOUNT STATED IN THE PARAGRAPH TITLED LIMITATION OF LIABILITY.

6. Term. Unless terminated earlier as provided elsewhere in this Agreement, the initial term of this Agreement (the "Initial Term") is the period beginning on the Effective Date and continuing for the time stated under "Initial Term" in the Schedule. This Agreement will automatically renew for successive periods (each a "Renewal Term") of the same duration as the Initial Term unless either party gives the other written notice of termination at least
thirty (30) days before the end of the Initial Term or then current Renewal Term, as applicable. The Initial Term, together with any and all Renewal Terms which have come into effect, is called the "Term."

7. Billing and Payment. Subscriber will be billed monthly in advance for Monitoring Charges and Device Charges. Other charges will be billed in the next practicable monthly billing cycle, or as otherwise specified in the Schedule. Operator at its option may adopt a billing cycle which is other than monthly. All charges are payable on the due date specified, or as otherwise indicated, on Subscriber’s bill. Late charges and/or interest at the rates stated in the Schedule (but not exceeding applicable law) may be assessed if Subscriber's account is past due. Operator may change such late charges and interest rate. If Subscriber’s account is past due, Operator may, in addition to all other rights and remedies, suspend or terminate the Monitoring Service or this Agreement. If
Subscriber has a credit due or a deposit held on its account, the credit or deposit may, without notice to Subscriber, be used to offset amounts past due. To restart suspended or terminated services (any which restart shall be in Operator's sole discretion) Subscriber may be required, in addition to payment of all outstanding balances, pay a restart charge and/or other Service Charges (where applicable) and/or post a security deposit. Subscriber authorizes Operator, in accordance with the Fair Credit Reporting Act and any applicable state law, to verify Subscriber's credit standing with credit reporting agencies. Operator may require a security deposit, or a bank or credit card or account debit authorization from Subscriber as a condition of providing or continuing to provide the
Monitoring Service. Operator may deduct amounts from Subscriber's security deposit, bill any bank or credit card submitted by Subscriber, or utilize any other means of payment available to Operator, for any past due amounts payable by Subscriber to Operator. If Subscriber has elected to be billed by credit card, debit card or ACH transfer, Subscriber will automatically be billed each month for any amounts due under this Agreement. If Subscriber makes payment by check, Subscriber authorizes Operator to collect this item electronically. Operator may charge fees for all returned checks and account debit, bank card or charge card chargebacks. If there is now or in the future any uncertainty about the regulatory classification of the Monitoring Services, and consequently
uncertainty about what fees, taxes and surcharges may be due from Operator and/or its customers, Operator has the right to determine, in its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to me, including any government imposed fees and taxes that become applicable retroactively. Subscriber waives any claims it may have regarding Operator's collection or remittance of such fees, taxes and surcharges. Absent manifest error, all charges shown on each bill from Operator shall be deemed correct. Subscriber waives all claims regarding alleged billing errors of which Subscriber fails to notify Operator in writing within thirty (30) days after bill date. Operator has no obligation to notify Subscriber of, or change Subscriber’s rates to reflect, offers Operator may make to others that contain different prices for services (or packages of services) that are the same as, or similar to, the services Subscriber receives. Subscriber will be responsible for all expenses (including UPMC Health Plan attorneys' fees and costs) incurred by Operator in collecting any amounts due under this Agreement. 
a. Service/Devices Provided. Operator will provide only the Monitoring Service and System(s) chosen by Subscriber as shown on the Schedule and as described in the Subscriber Materials. Subscriber has thoroughly reviewed the Subscriber Materials and has asked Operator’s representative, and received answers to, all questions of Subscriber concerning the features and limitations of Monitoring Service and System(s) chosen by Subscriber. Subscriber has, per the Schedule, provided Operator with the names, telephone numbers and/or email addresses of the agencies and persons Subscriber wishes Operator to contact in case of emergency (the “Call List”). Subscriber may request changes to the Call List which changes shall be effective three (3) business days after Operator receives written notification of the change. If an alarm signal registers, Operator shall endeavor, via telephone call, text message or email, to notify, as applicable, the police department, fire department and/or other agency deemed appropriate in Operator's absolute discretion as well as such other persons as
Subscriber has designated on the Schedule (or otherwise designated by Subscriber by written notice to Operator). Prior to giving any such notification, Operator at its sole discretion may endeavor to contact the Subscriber by telephone to verify that the alarm is not false. Operator shall have no obligation to provide any service or take any action except as provided above in the above subparagraph, including without limitation any obligation to verify whether any the police department, fire department and/or other agency has in fact dispatched any personnel or whether any personnel have in fact arrived at any location.

8. Unless Subscriber and Operator have executed a separate installation agreement, Operator is not obligated to install any equipment other than routine setup of any equipment provided to Subscriber as shown in the Schedule.

9. Compliance; Etc. Subscriber shall comply with Operator's recommendations for the repair or replacement of components of the System whether or not covered under the Warranty. Subscriber also shall follow the operating instructions provided by Operator in the Subscriber Materials and otherwise in order to avoid undue notifications, false alarms and System malfunction. Subscriber at its expense will comply with all laws, codes, regulations, permits and approvals required to be complied with by Subscriber pertaining to the System and the Monitoring Service.

10. Operator Not Insurer. Operator is not an insurer. Neither the Monitoring Charge nor any other amount charged to Subscriber is an insurance premium of any kind, but rather charges solely for the Monitoring Services, and unrelated to any loss Subscriber or any other person might incur as a result of any risk or cause. The Monitoring Service does not reduce or eliminate the event(s) or conditions it is intended to detect, and Operator makes no warranty that the Monitoring Service will detect, avert or mitigate any such events or conditions or the consequences thereof or assume any risk of loss as to any person's property or as to injury to, illness or death of any person, all of which risk remains exclusively with Subscriber. Subscriber shall obtain property, liability and
other insurance covering all such risks in such amounts as Subscriber shall determine and shall look solely to its insurer in the event of any such loss, damage, illness or injury. Subscriber releases and waives for itself and its present and future insurers all subrogation and other rights to recover any amount from Operator for any reason.

11. LIMITATION OF LIABILITY. EXCEPT AS AND TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED UNDER "WARRANTY," OPERATOR SHALL HAVE NO LIABILITY FOR ANY FAILURE OR INTERRUPTION OF THE MONITORING SERVICE OR ANY CONSEQUENCES THEREOF. IF, NOTWITHSTANDING THE FOREGOING, OPERATOR IS FOUND LIABLE FOR LOSS, DAMAGE OR INJURY UNDER ANY LEGAL THEORY, ITS LIABILITY SHALL BE $500.00. THE PARTIES AGREE THAT THE ACTUAL AMOUNT OF ANY DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, AND THAT THE AFORESAID AMOUNT IS AGREED TO AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND THAT PAYMENT OF SUCH AMOUNT SHALL BE IN COMPLETE SATISFACTION, DISCHARGE AND RELEASE OF ANY AND ALL LIABILITY OF OPERATOR. THE PROVISIONS OF THIS SECTION SHALL APPLY NO MATTER HOW ANY LOSS, DAMAGE, INJURY OR OTHER CONSEQUENCE OCCURS, WHETHER DUE TO OPERATOR'S ACTUAL OR ALLEGED NONPERFORMANCE OF ITS OBLIGATIONS, ACTUAL OR ALLEGED ORDINARY OR GROSS NEGLIGENCE, STRICT LIABILITY, ACTUAL OR ALLEGED VIOLATION OF ANY LAW, ACTUAL OR ALLEGED ACT OR OMISSION ON THE PART OF OPERATOR AND/OR ANY OF OPERATOR'S AFFILIATES, OWNERS, OFFICERS, EMPLOYEES, AGENTS AND
CONTRACTORS (TOGETHER WITH OPERATOR, THE "OPERATOR GROUP").

12. Dependence on Communications Technologies. Receipt at the Monitoring Center of signals from the System, and receipt of notifications by persons and entities to whom directed from the Monitoring Center, is dependent on proper transmission of such signals and notifications by the communications service or other mode of transmission used by Subscriber and/or Operator, as more fully described in the Subscriber Materials. Operator will
review the compatibility of Subscriber's Transmission System only at the time of initial setup for the Monitoring Service and shall have no obligation to investigate or evaluate any changes to Subscriber's Transmission System. Subscriber’s System may communicate by wireless cellular or radio transmission. Operator is not an internet or cellular service provider, does not provide wireless access or communication pathways, internet access, or computer, smart phone or electric current connection, and is not responsible for Subscriber’s access to any cellular, internet or radio service or any interruption of service or down time caused by loss of cellular, radio or any other mode of communication. Operator is not responsible for the security or privacy of any wireless network system. Operator shall not be responsible for any equipment failure which prevents transmission signals from reaching the Monitoring Center or damages arising as a result thereof, or for data corruption, theft or viruses to Subscriber’s computers if connected to Operator's equipment. Operator shall not be responsible for any equipment failure which prevents transmission signals from reaching the Monitoring Center or damages arising as a result thereof, or
for data corruption, theft or viruses to Subscriber’s computers if connected to Operator’s equipment. Mobile tracking is designed to track the location of individuals who will have on their person a mobile tracking device together with the proper App. Mobile tracking device will work only within the 50 United States, and there only within areas where GPS/mobile tracking coverage is available. Operator has no control over such coverage. Mobile tracking devices, even when fully operable, may not be able to track precise locations but, instead, may provide approximate locations. IN NO EVENT SHALL OPERATOR HAVE ANY LIABILITY WHATSOEVER FOR ANY FAILURE TO DETERMINE PRECISELY THE LOCATION OF ANY PERSON, OR FOR ANY TRANSMISSION OR NOTIFICATION FAILURE, OR DAMAGES THEREFROM, DUE IN WHOLE OR IN PART OR DIRECTLY OR INDIRECTLY FROM ANY FEATURE, FAILURE OR INOPERABILITY OF ANY COMMUNICATIONS TECHNOLOGY.
13. Termination. This Agreement is subject to termination as provided in this Section. Subscriber may terminate this Agreement if Subscriber has paid all amounts then owed Operator, upon payment to Operator of a termination fee equal to 90% of the annual Monitoring Charges payable for the remainder of the Term (the "Termination Payment"), or Operator fails to perform any of its obligations hereunder and does not remedy such failure within 15 days after written notice from Subscriber. Operator may terminate this Agreement if the Monitoring Center is substantially damaged by fire or other casualty; Operator fails to obtain or retain any connections or privileges required to transmit signals between the System Location, the Monitoring Center or any fire department,
police department or other municipal authority; or Subscriber fails to perform any of its obligations hereunder and does not remedy such failure within 15 days after written notice from Operator.

14. Indemnification. Subscriber shall indemnify the Operator Group and hold each and all of them harmless from and against any and all losses, damages, liabilities, costs and expenses (including without limitation attorneys' fees and expenses) suffered or incurred by any of the Operator Group as a result of any person or entity claiming by, through or under Subscriber, including Subscriber's insurer, making any claim, filing any suit, or commencing any proceeding against any one or more Indemnitees in any way relating to this Agreement, irrespective of the legal theory on which any claim may be based or as a result of breach by Subscriber of any obligation, representation or warranty on Subscriber's part. Subscriber's agreements and obligations under this Section
shall survive any termination of this Agreement.

15. Resolution of Disputes. Except as otherwise provided herein, in case of any dispute, claim or controversy between Subscriber and Operator, whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort) or any other legal or equitable theory (any of which, a "Claim") either party may, by written notice to the other, elect to have the Claim
resolved by Arbitration rather than by litigation in court in which event Arbitration shall be required and the outcome of the Arbitration shall be final and binding on the parties. "Arbitration" means arbitration in Allegheny County, Pennsylvania by a single arbitrator in accordance with the rules of the American Arbitration Association and the United States Arbitration Act. If Subscriber has opted not to be bound by the foregoing Arbitration provision, or the Claim is one which is not subject to Arbitration as hereafter provided, either party may proceed with litigation in court, in which case the courts of Allegheny County, Pennsylvania shall have exclusive jurisdiction over the parties regarding any Claim and each party submits to the jurisdiction of such courts, agrees that the
such fora are convenient to it, and waives any and all objections to such jurisdiction and venue. Nothing herein shall be construed as a waiver by Operator in whole or in part of any provision of this Agreement limiting Operator's liability. In any action commenced by Operator, Subscriber waives personal service of any legal process and consents that service of process may be made by the United States Postal Service, by certified or registered mail. The following restrictions and limitations shall apply to resolution of Claims and related proceedings: (a) Subscriber waives the right to pursue a Claim unless Subscriber notifies Operator of the Claim within one (1) year of the occurrence of event or facts on which the Claim is based (except that billing disputes shall be subject to the paragraph titled Billing and Payment); (b) no Claims may be arbitrated or litigated on a class action or consolidated basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public (such as private attorney general), other customers of Operator or any
affiliate of Operator, or other persons similarly situated unless Subscriber is pursuing a Claim under a specific statute which expressly provides otherwise; and (c) each party waives any claim to indirect, consequential, punitive, exemplary or multiplied damages unless pursuing a Claim under a specific statute which expressly provides otherwise. None of the following Claims will be subject to Arbitration: (i) billing disputes which shall be governed by the paragraph titled Billing and Payment; (ii) any Claim not aggregated with the claim(s) of any other customer(s) of Operator where the amount in controversy is within the jurisdiction of a court limited to adjudicating small claims; (iii) any Claim involving intellectual property rights; (iv) any Claim concerning unauthorized receipt of Service; (v) any dispute involving any federal, state or local regulatory matter.

16. Miscellaneous. This Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania, exclusive of choice of law rules. Subscriber may not assign this Agreement except upon the prior written consent of Operator in Operator's sole discretion. Operator may assign this Agreement or subcontract any of its obligations without consent of or notice to Subscriber. If any provision of this Agreement shall be determined to be invalid or
unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be signed in any number of counterparts with the same effect as if all signatures were upon the same instrument. Operator may convert this Agreement into digital (electronic) format of any type. Any unaltered copy of this Agreement produced from such electronic format will be legally binding upon the parities and equivalent to the original for all purposes, including litigation. If Subscriber is more than one person, the liability of all such persons shall be joint and several. This Agreement (including all schedules, exhibits and riders attached hereto) constitutes the sole and entire agreement between Subscriber and Operator. In executing this Agreement, Subscriber is not relying on any advertisement, statement or advice of Operator or any other person. Subscriber agrees that any representation, promise, term, condition, assurance, guaranty, inducement or warranty, express or implied, not expressly set forth in writing in this Agreement shall not be binding on Operator or otherwise be of any force or effect. Without limiting the foregoing, the terms and conditions set forth in writing in this Agreement shall prevail over any variation thereof or addition thereto in any purchase order or other document issued prior to or subsequent to this Agreement, unless such document is signed by an authorized representative of Operator and states expressly and specifically that its provisions are intended to override the provisions hereof. The terms and conditions of
this Agreement.

17. Third Party Payers. In the event Subscriber is relying on a third-party to pay any amounts due Operator under this Agreement, Subscriber shall nonetheless be primarily and personally liable for all amounts due Operator from time to time under this Agreement whether or not such third-party has agreed with Operator to pay any such amounts. Subscriber’s reliance on payment by any third-party shall not limit or affect in any way Operator's rights and remedies including without limitation the right to suspend providing the Monitoring Service and the right to terminate this Agreement upon failure to pay as and when due any amount due Operator. Operator in its sole discretion may, but shall have no obligation to, give notice of any kind to any such third-party and/or
provide such third-party a copy a notice given to Subscriber.

18. Lost, Etc. Equipment. Subscriber shall pay Operator on demand for Operator’s cost of any equipment/device(s) provided by Operator which is damaged, lost or destroyed or not returned to Operator in good condition at the end of the Term. This Agreement shall apply not only to equipment/device(s)
initially provided to Subscriber as indicated in the Schedule but also to all equipment/device(s) provided thereafter. All equipment/device(s), together with related software and other intellectual property, from time to time provided or made available by Operator to Subscriber are licensed to Subscriber during the term of this Agreement and are and shall remain the property of Operator. Any and all equipment provided by Operator from time to time in addition to that indicated on the Schedule or as a replacement for equipment previously provided by Operator shall be governed by the provisions of this Agreement.

19. Recording/Ownership of Data. Operator is authorized to record all images, video, and audio conversations received at and/or transmitted from the monitoring station and shall own such recordings and any electronic data regarding Subscriber’s services.

20. Disclosure of Personal Information. Subscriber hereby authorizes Operator to disclose to any police, fire, EMT, first responder and other medical or emergency personnel, and to all persons Subscriber has designated for notification, such medical and other personal information as Operator, in its sole discretion, may deem necessary or appropriate in connection with Operator’s performance of this Agreement.

21. Subscriber Materials. Subscriber has received and reviewed the Subscriber Materials describing the Monitoring Service, the System(s) and related matters.

22. Acknowledgement of Liability Limitation. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS PROVISIONS LIMITING OPERATOR’S LIABILITY AND THAT SUBSCRIBER HAS REVIEWED AND UNDERSTANDS SUCH PROVISIONS.

23. Arbitration Opt-Out. THIS AGREEMENT PROVIDES FOR RESOLUTION OF CERTAIN DISPUTES BY BINDING ARBITRATIOIN RATHER THAN A LAWSUIT. ARBITRATION ENTAILS A WAIVER OF NUMEROUS RIGHTS THAT SUBSCRIBER MIGHT HAVE WERE CLAIMS TO BE RESOLVED OTHERWISE. SUBSCRIBER MAY OPT OUT OF THRSE ARBITRATION RERQUIREMENTS BY PLACING A CHECKMARK IN THE BOX BELOW.

SUBSCRIBER ELECTS TO OPT OUT OF ARBITRATION.
IN WITNESS WHEREOF, and provided Operator approves this Agreement as evidenced by its signature on the following page, the parties have entered into this Agreement effective as of the date of Operator’s approval shown on the signed electronic document.

Please return to the electronic signature page to finish the signing the agreement.