DANBI INC. - STANDARD TERMS AND CONDITIONS FOR FIRE ALARM MONITORING AND SERVICES

1. PARTIES, APPLICABILITY, AND LICENSING

(a) These Terms and Conditions ("Agreement") govern all fire alarm monitoring, cellular/IP communication transmission, inspection, testing, maintenance, equipment installation, and repair services ("Services") provided by DanBi Inc. ("Company" or "DanBi") (Florida License Nos. EC-13013835 / CBC-1266854) to the customer ("Customer") at the designated property ("Premises"). This Agreement supplements and is incorporated into every proposal, quote, customer order, or service agreement executed between DanBi and Customer. All rights, limitations of liability, waivers, and indemnities set forth herein shall inure to the benefit of DanBi, its officers, employees, agents, equipment manufacturers, and wholesale central station monitoring facilities as intended third-party beneficiaries.

(b) Amendments: DanBi reserves the right to update or modify these Terms and Conditions by publishing revised terms at [www.danbiinc.com/fire-terms](https://www.danbiinc.com/fire-terms) and providing written notice (via email or invoice notification) to Customer. Customer's continued receipt of Services following such notice constitutes acceptance of the modified terms.

2. DANBI IS NOT AN INSURER; CUSTOMER OBLIGATION TO MAINTAIN INSURANCE

(a) Customer acknowledges and agrees that DanBi is not an insurer of Customer's premises, property, or personal safety. Payments made by Customer under this Agreement are based solely on the value of the equipment and services provided and not on the value of Customer's premises or contents.

(b) Customer warrants and agrees that it will maintain comprehensive commercial general liability and property insurance covering all risk of loss, damage, or injury at the Premises with minimum coverage limits of at least $1,000,000 per incident. Customer shall look exclusively to its insurer for recovery of any loss, damage, or injury.

(c) Waiver of Subrogation: Customer hereby releases DanBi, its officers, employees, agents, equipment manufacturers, and central station subcontractors from any and all liability for loss, damage, or injury covered by Customer's insurance. Customer agrees that its insurance policies shall contain a waiver of subrogation clause waiving all rights of recovery against DanBi.

3. LIMITATION OF LIABILITY AND LIQUIDATED DAMAGES

(a) It is impractical and extremely difficult to determine actual damages that may result from a failure or delay in DanBi's performance of services, central station signal transmission, or system operation.

(b) To the maximum extent permitted by applicable Florida law, if DanBi, its agents, equipment manufacturers, or central station subcontractors are held liable for any loss, damage, or injury arising out of or related to this Agreement, system failure, breach of contract, or active/passive negligence, DanBi's total aggregate liability shall be strictly limited to the greater of: (i) $1,000.00, or (ii) an amount equal to 10% of the annual monitoring fees paid by Customer as liquidated damages.

(c) In no event shall DanBi be liable for consequential, special, punitive, incidental, or indirect damages, including loss of profits or business interruption. Nothing herein shall be construed to limit DanBi's liability for gross negligence or willful misconduct where prohibited by Florida statute.

4. INDEMNIFICATION AND DEFENSE

Customer agrees to defend, indemnify, and hold harmless DanBi, its officers, directors, employees, agents, equipment manufacturers, and central station subcontractors from and against any and all third-party claims, lawsuits, demands, liabilities, losses, damages, fines, and expenses (including reasonable attorneys' fees) arising out of or related to:

(i) System failure, non-operation, or delayed signal transmission;

(ii) Pre-existing panel defects, wiring faults, or AHJ non-compliance;

(iii) False alarm fines, municipal penalties, or emergency dispatch fees;

(iv) Customer's breach of this Agreement or failure to provide necessary access, power, or internet facilities.

5. SCOPE OF SERVICES AND SERVICE CALL EXCLUSIONS

(a) Recurring monitoring fees cover ONLY the central station receipt and automated routing of alarm, supervisory, and trouble signals transmitted by the communicator.

(b) Service calls are not included in recurring monitoring fees. All on-site service calls, troubleshooting, field repairs, false alarm resets, battery replacements, weather/surge damage repairs, or AHJ compliance re-inspections shall be billed separately at DanBi's standard published time-and-materials rates (including trip fees, labor rates, and replacement parts).

(c) Emergency service dispatches requested outside standard business hours (M-F 8:00 AM – 5:00 PM) will be billed at DanBi's prevailing emergency overtime rates.

6. CUSTOMER NFPA & AHJ COMPLIANCE RESPONSIBILITIES

(a) Customer retains sole responsibility for ensuring the Premises and fire alarm system comply with all National Fire Protection Association (NFPA 72) standards, Florida Building/Fire Codes, and local Authority Having Jurisdiction (AHJ) regulations.

(b) Customer is solely responsible for scheduling required annual, semi-annual, or quarterly Inspection, Testing, and Maintenance (ITM) procedures.

(c) Customer shall maintain and replace all backup batteries (FACP and communicator) and ensure unblocked 120VAC power and/or client-provided IP/Ethernet drops are active and operational at all times.

(d) Pre-Existing Equipment: Interfacing or connecting a DanBi communicator or gateway to an existing Fire Alarm Control Panel (FACP) does not constitute an inspection, certification, or warranty of the host panel. DanBi is not responsible for pre-existing panel defects, ground faults, wiring degradation, or unaddressed trouble conditions present prior to installation.

7. TRANSMISSION PATHWAYS AND FORCE MAJEURE

(a) Signal transmission relies on third-party cellular networks, internet service providers (ISPs), and telephone carriers. DanBi is not responsible for signal drops, cellular carrier outages, internet disconnections, line cuts, power surges, or atmospheric interference beyond DanBi's reasonable control.

(b) DanBi shall not be liable for any delay or failure in performance resulting from Acts of God, severe weather, lightning, strikes, supply chain shortages, government actions, or Force Majeure events.

8. TERM, RENEWAL, AND EARLY TERMINATION

(a) Initial Term: Unless otherwise specified in the proposal, monitoring agreements shall have an initial term of one (1) year commencing on the date signal transmission is activated.

(b) Auto-Renewal: Following the initial term, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

(c) Early Termination Fee: If Customer terminates this Agreement prior to the expiration of the initial term without cause, Customer agrees to pay DanBi as liquidated damages an early termination charge equal to 75% of the total remaining monthly monitoring charges for the unexpired balance of the term.

(d) Suspension for Non-Payment: If Customer fails to pay any recurring monthly charge or invoice when due, DanBi reserves the right, upon ten (10) days' written notice, to suspend central station monitoring services and signal transmission. DanBi shall have no liability whatsoever for any loss, damage, or injury resulting from service suspension due to Customer's payment default.

9. ALARM PERMITS, ALARM VERIFICATION, AND FALSE ALARM FEES

(a) Customer is solely responsible for obtaining and maintaining all required municipal or fire department alarm permits. Customer shall pay all false alarm fines, assessments, or dispatch fees levied by any government authority or emergency responding agency.

(b) Signal Verification: Central station signal verification procedures shall comply with Florida Statute § 489.529 and local AHJ dispatch requirements.

10. GOVERNING LAW, ARBITRATION, AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any legal dispute or controversy arising out of or relating to this Agreement (other than fee collection actions by DanBi) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in Brevard County, Florida. Customer expressly waives all rights to a jury trial and class action participation.