Terms of Sale

Last Modified: July 24, 2026

Applicability and Acceptance.
1. These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the products and/or parts (“Products”) and services (“Services”) by Hunt Electric Corporation (dba ECSI System Integrators, ECSI, Kat-Key’s, ARS, Arrow Radio & Security and Electronic Communications System Integrators as well as other assumed names identified on ECSI’s official website, found at https://www.ecsillc.com/, collectively, “ECSI”) to the customer named on the applicable Proposal/Work Request (as defined below) (“Customer”). Collectively, Customer and ECSI are referred to as the “Parties” and individually as “Party”.
  1. The version of these Terms that governs each Agreement is the version published at https://www.ecsillc.com/ bearing the “Last Modified” date in effect on the date the applicable Proposal/Work Request is signed by both Parties (the “Controlling Version”). Each Proposal/Work Request incorporates the Controlling Version by reference, and the Controlling Version is a part of the Agreement as fully as if set out in the Proposal/Work Request in full. ECSI shall make each prior published version available to Customer on request. Once a Proposal/Work Request is signed, the Controlling Version for that Agreement is fixed and is not changed by any later revision to the Terms published on ECSI’s website.
2. The Parties have entered into an accompanying proposal or work request for the purchase of certain Products and Services from ECSI (the “Proposal/Work Request”). The Proposal/Work Request, the specifications for the Products and Services (“Specifications”), and these Terms comprise the entire agreement between the Parties (collectively, the “Agreement” or this “Agreement”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The Proposal/Work Request may include warranty terms from the third-party manufacturer of the Products included in the Proposal/Work Request. Customer acknowledges and agrees that (i) ECSI is a reseller and not a manufacturer of Products, and (ii) Product warranties are solely provided by the Product manufacturer and ECSI does not separately provide any Product warranty.
3. This Agreement supersedes any of Customer’s general terms and conditions of purchase, regardless of whether or when Customer has submitted its purchase order, change order, or other medium conveying such terms. ECSI expressly rejects Customer’s general or alternative terms and conditions of purchase, and fulfillment of Customer’s purchase order does not constitute acceptance of any of Customer’s terms and conditions or serve to modify or amend the Agreement, including these Terms. Acceptance of the Proposal/Work Request by Customer (whether by the signature of an authorized representative of Customer on the Proposal/Work Request, by payment of an invoice for a respective Proposal/Work Request, or by deemed acceptance should Customer not object in writing within five business days of receipt of the Proposal/Work Request) is the effective date of the Agreement (“Effective Date”) and a prerequisite to the purchase of any Services. Such acceptance shall operate as an acceptance of these Terms, which are expressly incorporated into the Proposal/Work Request. Notwithstanding anything herein to the contrary, if a written contract signed by both Parties is in existence at the time a Proposal/Work Request is issued by ECSI covering the sale of the Products and/or Services contemplated in such Proposal/Work Request (“Master Agreement”), then the Master Agreement shall prevail to the extent of any inconsistency with these Terms.
Services.
1. Installation Services. ECSI may provide Installation Services to Customer for Products that ECSI is a reseller of or for products and/or parts Customer has purchased separately that ECSI will install if expressly identified in the applicable Proposal/Work Request (“Installation Services”). Installation Services may include but are not limited to: (i) delivery and physical installation of hardware, (ii) configuration and set-up of software and/or hardware, (iii) integration with existing systems or software and/or hardware, (iv) testing and verification of proper functionality of the software and/or hardware, and (v) Customer support and tutorial.
  Unless specifically stated in a Proposal/Work Request, Installation Services shall not include: (i) structural modification to Customer’s property or premises, (ii) electrical work or cabling beyond the standard product requirements, or (iii) ongoing maintenance or support beyond the installation period. Customer acknowledges that ECSI is not responsible for the performance of the software and/or hardware installed.
2. Monitoring Services. Monitoring services may be provided to Customers if expressly identified in the applicable Proposal/Work Request (“Monitoring Services”). If Monitoring Services are part of a Proposal/Work Request, then upon receipt of an alarm signal, video or audio transmission from Customer’s security and or fire alarm system, ECSI’s third-party subcontractor central station (“Central Station”) shall make every reasonable effort to notify Customer and the appropriate municipal police or fire department depending upon the type of signal received. Customer acknowledges and agrees that (i) ECSI does not provide central station monitoring services except through third-party subcontractors, and (ii) warranties related to central station monitoring services are solely provided by such third-party subcontractors and ECSI does not separately provide any central station monitoring services warranties. The following terms apply solely to Monitoring Services:
  1. Fire alarms are reported to the fire department unless the Central Station operator believes no fire condition exists at the premises. Once dispatched, fire department response cannot be recalled.
  2. Not all signals or transmissions will require notification to the authorities. No response shall be required for certain situations, such as: supervisory, system testing, loss of communication pathway, trouble or low battery signals. Customer acknowledges that signals transmitted from Customer's premises directly to municipal police or fire departments are not monitored by personnel of ECSI or the Central Station and neither ECSI nor the Central Station assumes any responsibility for the manner in which such signals are monitored or the response, if any, to such signals.
  3. Customer acknowledges and agrees that signals and transmissions are transmitted over networks wholly beyond the control of ECSI and that such networks are not maintained by ECSI. Neither ECSI nor the Central Station shall be responsible for any failure which prevents transmission signals from reaching the Central Station or damages arising therefrom, or for data corruption, theft or viruses to Customer’s computers if connected to the alarm communication equipment.
  4. Customer agrees to furnish ECSI with a written call list (“Call List”) of names and telephone numbers of those persons Customer wishes to receive notification of alarm signals. Customer consents to ECSI disclosing the Call List to the Central Station. Unless otherwise provided in the Call List or Proposal/Work Request Specifications, the Central Station will make a reasonable effort to contact the first person reached or notified on the list via telephone call, text or email message. No more than one call to the list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with these notification obligation. All changes and revisions to the Call List shall be delivered to ECSI in writing (email sufficient upon ECSI’s receipt acknowledgement) by an authorized representative of Customer. ECSI will provide any changes or revisions of the Call List to the Central Station within a reasonable time not to exceed two business days.
  5. Customer authorizes ECSI to access its control panel to input or delete data and for programming services that are part of a Proposal/Work Request for Monitoring Services. If the equipment contains video or listening devices permitting the Central Station to monitor video or sound, then upon receipt of an alarm signal, the Central Station shall monitor video or sound for so long as the Central Station in its sole discretion deems appropriate to confirm an alarm or emergency condition.
  6. If Customer requests ECSI to remotely activate or deactivate the system, change combinations, openings or closings, or program system functions, Customer shall pay ECSI for each such service at ECSI’s then standard rates for such services unless Customer has expressly ordered and paid for Managed Services (as described below) in the applicable Proposal/Work Request.
  7. ECSI may, without prior notice, suspend or terminate Monitoring Services in ECSI’s sole discretion, in the event of the Central Station facility or communication network is non-operational, or if Customer’s alarm system is sending excessive false alarms or runaway signals. The Central Station is authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive owner of such property.
  8. Unless Customer purchases Managed Services as expressly reflected in a Proposal/Work Request, the Parties hereto agree that a security system or systems, once installed, are in the exclusive possession and control of the Customer, and it is Customer's sole responsibility to test the operation of the security equipment and to notify ECSI if any equipment needs repair.
3. Managed Services. If expressly identified in the applicable Proposal/Work Request, ECSI may provide maintenance, repair and inspection services (the “Managed Services”) to Customer for the following: fire alarms, sprinklers, security/surveillance, access control, healthcare technology, structured cabling and Wi-Fi solutions, home theater systems, AV solutions and automatic doors, and other Services as explicitly indicated on a Proposal/Work Request. Managed Services may include routine inspections and testing to ensure compliance with applicable codes and regulations, preventative maintenance to ensure properly functioning systems, repairs and replacement of defective components and service calls as necessary to inspect the software and/or hardware. The scope of Managed Services to be provided to Customer by ECSI will be expressly identified in the applicable Proposal/Work Request and/or Specifications. ECSI may immediately terminate its provision of Managed Services to Customer who engages a third-party to repair, modify or tamper with software, network and/or hardware that is within the scope of the Managed Services. The following terms apply solely to Managed Services:
  1. If the system is Underwriters Laboratories (UL) Certified or National Fire Protection Association (NFPA) code compliant, inspections of the system by ECSI will comply with UL and NFPA requirements. ECSI will notify Customer in advance of the inspection date. It is Customer's responsibility to reschedule or permit access. Testing of system components during inspection tests only that components are in proper working order at time of inspection. Testing does not ensure future date working order of tested system components.
  2. If sprinkler alarm or other device monitoring water flow are inspected by ECSI, the inspection does not include inspection or testing of the sufficiency of water supply unless the Proposal/Work Request specifically states that ECSI is doing a combination fire and sprinkler inspection. In such instance, ECSI is confirming the sufficiency of water supply at the time of testing only. In all other instances, water sufficiency is Customer’s sole responsibility and ECSI bears no responsibility or liability with respect to water sufficiency.
  3. If a Proposal/Work Request expressly states that ECSI will install a fire alarm system to code, then ECSI will install fire alarm equipment pursuant to the requirements of the authority having jurisdiction (AHJ) applicable to each site expressly identified in the Proposal/Work Request. Customer agrees that any equipment required by the AHJ not specified in the Proposal/Work Request shall be outside the scope of this Agreement and will be an additional charge invoiced to and paid by Customer.
4. Runner Services. Runner services may be provided to Customer if expressly identified in the applicable Proposal/Work Request. “Runner Services” means that, upon receipt of an alarm or other similar signal (defined as a signal that does not require notification to any party other than Customer), ECSI will make a reasonable effort to respond to such signals within four hours of ECSI’s receipt of such signal. Customer must meet ECSI at the Customer’s premises and provide ECSI with hosted access to all areas requiring inspection of the signal. Runner Services are for alarm verification only and do not include any other services (for example, to alert or coordinate responses from fire and/or police departments). In certain instances, Customer may live in a city or municipality that requires UL-certified fire alarm systems and in such instances, Customer will receive an addendum to the Proposal/Work Order that Customer must adhere to and the terms in such addendum are incorporated by reference into and form part of this Agreement.
5. Remote Access Services. Remote access services may be provided to Customer if expressly identified in the applicable Proposal/Work Request. “Remote Access Services” means (i) services provided by ECSI remotely from Customer’s premises, (ii) remote access by Customer to its information technology network, resources, files and/or equipment via Customer’s internet or wireless connection device that is compatible with ECSI’s remote services or (iii) ECSI accessing fire alarm and other monitoring systems remotely. ECSI will grant access to its third-party server permitting Customer to monitor Customer’s security system, access the system to arm, disarm and bypass zones on the system, view the remote video camera(s) and control other remote automation devices that may be installed or, when system design permits, connect the system to the internet. Customer acknowledges and agrees that ECSI shall have no responsibility or liability for failure of data transmission, loss of internet service, corruption or unauthorized access by hacking or otherwise and shall not monitor or view the camera data. Electronic data may not be encrypted and wireless components of the alarm system may not meet Advanced Encryption Standard (AES) specifications for encryption of electronic data established by the US National Institute of Standards and Technology or any other established criteria for encryption and ECSI shall have no liability for access to the alarm system by others.
Delivery.
1. If no delivery date is specified in the Proposal/Work Request, the Products and/or Services will be delivered within a reasonable time after the Effective Date. Delivery dates given by ECSI for Products that ECSI is a reseller of are estimates only and are subject to shipping variations and requirements. ECSI shall not be liable for any delay, loss, or damage in transit.
2. ECSI may, in its sole discretion, without liability or penalty, direct partial shipments of Products to Customer or a Customer designee. Customer shall pay for the units of Products shipped whether such shipment is in whole or a partial fulfillment of the Products purchased from ECSI.
3. If for any reason Customer or Customer designee fails to accept delivery of any of the Products on the date of attempted delivery, or if ECSI is unable to deliver the Products to the Customer or Customer designee on such date because Customer or Customer designee has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Customer; (ii) the Products shall be deemed to have been delivered; and (iii) ECSI, at its option, may store the Products until completed delivery to Customer or Customer designee, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage fees and insurance).
4. ECSI shall use reasonable efforts to meet any performance dates to render the Services specified in the Proposal/Work Request, and any such dates shall be estimates only.
5. With respect to the Services, Customer shall (i) cooperate with ECSI in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by ECSI for the purposes of performing the Services, with ECSI personnel abiding by Customer’s site safety and other standard rules; (ii) respond promptly to any ECSI request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for ECSI to perform the Services in accordance with the requirements of this Agreement; (iii) provide such Customer or other third-party materials or information as ECSI may request to carry out the Services in a timely manner and ensure that such Customer and other third-party materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start or such other date(s) specified in the Proposal/Work Request.
6. ECSI is authorized to make preparations, such as drilling holes, driving nails, making attachments or doing any other thing, necessary in ECSI's sole discretion to provide the Services and install Product, as the case may be. ECSI shall not be responsible for any condition created thereby as a result of such installation, service, or removal of any Products, and Customer represents that the owner of the premises, if other than Customer, authorizes the installation of the Products under the terms of this Agreement.
Customer’s Responsibilities, Acts and/or Omissions.
1. If ECSI’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, ECSI shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
2. To the extent applicable to the Products and/or Services specified in the applicable Proposal/Work Request, Customer is responsible for supplying any needed high-speed internet access and/or wireless services at Customer’s premises. ECSI does not provide or maintain any internet access and/or wireless services or any type of server for data storage. ECSI is not responsible for Customer’s access to the internet or any interruption of service or down time of remote access or monitoring caused by loss of internet service.
Amendment and Modification; Specifications.

These Terms, as incorporated into an executed Agreement, may only be amended or modified in a writing which expressly refers to and states that it amends these Terms and is signed by an authorized representative of each Party, and no revision that ECSI publishes to the Terms on its website under Section 30 amends, modifies, or otherwise affects the Controlling Version of any Agreement already executed as of the date of that revision. The Specifications for Goods and Services may be attached to a Proposal/Work Request or presented, amended or modified by an authorized representative of each Party via exchange of email that expressly confirms each Party’s agreement to such presented, amended or modified Specifications. For the sake of clarity, the Specifications shall not amend or modify these Terms and any purported amendment or modification of these Terms via the exchange of email shall be null, void and unenforceable against either Party.

Inspection and Acceptance.
1. Unless other terms are specified in the Proposal/Work Request, Customer shall inspect the Products and Services within two (2) business days of receipt (“Inspection Period”). Customer will be deemed to have accepted the Products and Services unless it notifies ECSI in writing of anything nonconforming during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by ECSI. “Nonconforming” means only the following: (i) Products shipped or the Services provided are different than identified in the Proposal/Work Request; or (ii) Products or the Services do not materially conform to the final Specifications agreed to by the Parties. For clarity, minor defects do not qualify as non-conforming.
2. If Customer timely notifies ECSI of anything nonconforming, ECSI shall, in its sole discretion, (i) request from manufacturer to replace such nonconforming Products or ECSI will replace nonconforming Services or (ii) credit or refund the Price for such nonconforming Products and/or Services. In instances of nonconforming Products, Customer shall ship, at its expense and risk of loss, the nonconforming Products to the address designated by ECSI. If the manufacturer replaces nonconforming Products, ECSI shall ship to Customer, at Customer’s expense and risk of loss, the replaced Products to the Customer.
3. Customer acknowledges and agrees that the remedies set forth in Section 6(b) of these Terms are Customer’s exclusive remedies for nonconforming Products or Services
4. Except as provided under Section 6(b) of these Terms, all sales of Products to Customer are final when made and Customer has no right to return Products purchased under this Agreement to ECSI without a prior written return authorization from ECSI.
Data Protection and Privacy.

If ECSI collects, uses, processes, or stores any Customer personal data under this Agreement, ECSI agrees to comply with applicable data protection laws. ECSI is not responsible for and has no liability with respect to the protection, security, or privacy of any data transmitted, stored, or processed through an installed system or software, including but not limited to electronic data, video, audio, or other information generated or transmitted by the system. Customer acknowledges and agrees that:

ECSI does not guarantee that any system, its components, or any associated Services will protect against unauthorized access, interception, hacking, or other breaches of data security or privacy.
Customer is solely responsible for implementing and maintaining appropriate security measures to protect their data, including but not limited to encryption, secure passwords, firewalls, and other safeguards.
If a system relies on third-party services, networks, or servers for data transmission or storage, ECSI disclaims all liability for the security or privacy of data handled by such third parties. Customer is responsible for reviewing and accepting the terms and conditions of any third-party services.
Customer acknowledges that electronic systems, including wireless and internet-connected systems, are inherently vulnerable to security risks, and ECSI cannot guarantee complete protection against such risks.

Price.
1. Customer may purchase from ECSI the Products and Services at the prices (the “Prices”) set forth in the Proposal/Work Request. If after the Effective Date of the Agreement, there are aggregate cost increases for raw materials and third-party goods and services used in the Products and Services of more than 5%, ECSI may require Customer to negotiate in good faith an adjustment to the Prices to take into account the cost increases. If the Parties agree on such an adjustment, they shall amend the Price under the Proposal/Work Request by executing a written amendment signed by authorized representatives of each Party. ECSI may, without liability or penalty, suspend the delivery of Products and Services under this Agreement during the negotiation period. If the Parties fail to agree on an adjustment to the Prices within fifteen (15) days of the date ECSI initiated negotiations, either ECSI or Customer may terminate this Agreement pursuant to Section 15(b) of these Terms.
All Prices are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer unless a Proposal/Work Request specifically itemizes taxes or states otherwise.
Payment Terms.
1. Unless other terms are specified in the Proposal/Work Request, Customer shall pay ECSI all amounts due within thirty (30) days after the date of ECSI’s invoice. All payments hereunder shall be in US dollars and made by wire transfer, ACH, or check (or such other method as ECSI may accept in writing). ECSI reserves the right to require pre-payment in its sole discretion and ECSI or any subcontractor engaged by ECSI to perform the work or furnish material who is not paid may have a claim against Customer or the owner of the premises if other than the purchaser which may be enforced against the property in accordance with the applicable lien laws.
2. If, at any time, ECSI determines in its sole discretion that Customer’s financial condition or creditworthiness is inadequate or unsatisfactory or Customer fails to pay in full an invoice issued by ECSI by its due date, then in addition to ECSI’s other rights under this Agreement, at law or in equity, ECSI may without liability or penalty, (i) on two (2) days’ prior written notice, modify the payment terms specified in this Agreement or applicable Proposal/Work Request for outstanding and future delivery of Products and Services, including requiring Customer to pay for Products and Services on a cash in advance or cash on delivery basis, (ii) delay or withhold any further shipment of Products or provision of Services to Customer, (iii) stop delivery of Products in transit and cause such parts and/or goods in transit to be returned to ECSI, and (iv) on thirty (30) days’ prior written notice, terminate this Agreement. No action taken by ECSI under this paragraph (nor any failure of ECSI to act under this paragraph) constitutes a waiver by ECSI of any of its rights and remedies under this Agreement, including its right to enforce Customer’s obligation to make payments as required hereunder.
3. ECSI may charge Customer interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Customer shall reimburse ECSI for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which ECSI expressly does not waive by the exercise of any rights hereunder), ECSI shall be entitled to suspend the delivery of any Products or provision of Services if Customer fails to pay any amounts when due hereunder and such failure continues for three days following written notice thereof. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with ECSI, whether relating to ECSI’s breach, bankruptcy, or otherwise.
Limited Warranty.
1. ECSI provides the following limited warranties solely to Customer as the original purchaser: (i) for a period of twelve (12) months from the date of delivery of the Products or, for Installation Services, from the date ECSI completes the applicable installation, the Products or Installation Services will materially conform to the applicable manufacturer’s specifications as published and in effect as of the date of manufacture; (ii) ECSI shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services; and (iii) upon Customer’s payment in full for the Products purchased under an applicable Proposal/Work Request, Customer will receive good and valid title to the Products, free and clear of all encumbrances and liens.
2. The limited warranty under this Section 10 of these Terms does not apply to Products that have been or are: (i) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to any instructions issued by ECSI, or improper testing, installation, storage, handling, repair, or maintenance; (ii) reconstructed, repaired, or altered by anyone other than ECSI or its authorized representative; (iii) used with any third-party product, hardware or equipment that has not been previously approved in writing by ECSI; (iv) batteries or other consumables with a limited lifespan that by their nature must be replaced periodically; (v) damaged by electrical surges, lightning, software upgrades and repairs; and (vi) communication devices that are no longer supported by communication pathways, obsolete components, and components exceeding manufacturer’s useful life.
3. If the Customer discovers any defect or issue covered under the limited warranty in this Section 10, the Customer must provide written notice to ECSI within five (5) days of discovering the defect or issue. Such notice must include a detailed description of the defect or issue and any supporting documentation or evidence. Upon receipt of the notice, ECSI shall have the right to inspect the defect or issue and shall be given a reasonable opportunity to cure the defect or issue at no additional cost to Customer. Customer acknowledges that timely notice is essential to ECSI’s ability to address and remedy any warranty issues; therefore, Customer agrees that failure by Customer to provide the notice required hereunder within the specified five (5) day period shall constitute a full and complete waiver of the Customer’s right to make a warranty claim for that particular alleged defect or issue.
Disclaimer.
1. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10 OF THESE TERMS, ECSI MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ECSI, OR ANY OTHER INDIVIDUAL OR ENTITY ON ECSI’S BEHALF, EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10 OF THESE TERMS. NOTHING IN THIS SECTION 11 WAIVES OR DISCLAIMS ANY WARRANTY OR RIGHT THAT CANNOT BE WAIVED OR DISCLAIMED UNDER APPLICABLE LAW, INCLUDING IN ANY CONSUMER TRANSACTION. TO THE EXTENT ANY SALE IS A CONSUMER SALE OF NEW GOODS UNDER MINNESOTA LAW, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND, WHERE APPLICABLE, FITNESS ARE NOT DISCLAIMED AS TO THAT SALE.
2. CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS AND SERVICES PURCHASED BY CUSTOMER UNDER THIS AGREEMENT MAY CONTAIN, BE CONTAINED IN, INCORPORATED INTO, ATTACHED TO, OR PACKAGED TOGETHER WITH THIRD PARTY EQUIPMENT. FOR THE AVOIDANCE OF DOUBT, ECSI IS A RESELLER ONLY WITH RESPECT TO PRODUCTS SOLD TO CUSTOMER AND ECSI MAKES NO INDEPENDENT WARRANTY REGARDING ANY PRODUCTS SOLD TO CUSTOMER UNDER A PROPOSAL/WORK REQUEST. ANY PRODUCT WARRANTY IS PROVIDED SOLELY BY THE THIRD PARTY MANUFACTURER OF SUCH PRODUCT.
3. CUSTOMER AGREES TO LOOK EXCLUSIVELY TO THE MANUFACTURER OF THE PRODUCT(S) FOR REPAIRS UNDER ITS WARRANTY COVERAGE (IF ANY).
4. IF A KEY THAT WAS CUT BY ECSI AS PART OF THE SERVICES PROVIDED BY ECSI IS FOUND TO BE IMPROPERLY CUT OR FAILS TO FUNCTION IN THE LOCK FOR WHICH IT WAS INTENDED, CUSTOMER MUST NOTIFY ECSI WITHIN THIRTY (30) DAYS OF THE DATE OF KEYCUTTING. UPON VERIFICATION OF THE DEFECT, ECSI’S SOLE AND EXCLUSIVE OBLIGATION SHALL BE TO EITHER: (I) RECUT THE KEY AT NO ADDITIONAL CHARGE TO CUSTOMER OR (II) AT ECSI’S OPTION, PROVIDE A REFUND FOR THE FEE PAID BY CUSTOMER FOR THE KEY.
Customer Indemnification.

Customer (as “Indemnifying Party“) shall indemnify, defend and hold harmless ECSI and its officers, directors, employees, agents, affiliates, successors and assigns (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively and individually, “Claim”), incurred by Indemnified Party, arising out or resulting from any third-party claim, cause of action, demand, lawsuit, arbitration, notice of violation, proceeding or litigation or any direct Claim against Indemnifying Party: (i) alleging that (A) Customer’s specifications, designs, materials, or content, or (B) the combination or use of the Products or Services with any product, hardware, software, data, or equipment not supplied or approved in writing by ECSI, infringe any Intellectual Property Right of a third party; or (ii) arising out of or caused by Customer’s misuse of the Products or Services. Customer on its behalf and any insurance carrier waives any right of subrogation Customer’s insurance carrier may otherwise have against ECSI or ECSI's subcontractors arising out of this agreement or the relation of the parties hereto.

Limitation of Liability.
1. IN NO EVENT SHALL ECSI OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER ECSI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
2. ECSI SHALL NOT, IN ANY EVENT, BE LIABLE IN ANY WAY FOR ENSURING RELIABILITY OR SECURITY OF THIRD PARTIES THAT HOST, PROCESS OR TRANSFER CUSTOMER DATA. ECSI SHALL HAVE NO LIABILITY FOR ANY LOSS, THEFT, UNAUTHORIZED ACCESS, OR MISUSE OF DATA, INCLUDING BUT NOT LIMITED TO PERSONAL, FINANCIAL OR SENSITIVE INFORMATION, ARISING FROM THE USE OF A SYSTEM INSTALLED BY ECSI OR ANY ASSOCIATED SERVICES.
3. SUBJECT TO SECTION 13(f), ECSI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL NOT EXCEED: (i) WITH RESPECT TO MONITORING SERVICES AND RUNNER SERVICES ONLY, THE GREATER OF (A) THE TOTAL MONITORING/RUNNER FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) $500; AND (ii) WITH RESPECT TO ALL OTHER PRODUCTS AND SERVICES (INCLUDING INSTALLATION SERVICES AND MANAGED SERVICES), THE TOTAL AMOUNTS PAID BY CUSTOMER TO ECSI UNDER THE APPLICABLE PROPOSAL/WORK REQUEST FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE LIABILITY.
4. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS AND SERVICES, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY ECSI, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE PRODUCTS AND SERVICES. ECSI SHALL NOT AT ANY TIME BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES.
5. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 13 SHALL APPLY EVEN IF CUSTOMER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PARTIES ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
6. Nothing in this Section 13 limits or excludes ECSI’s liability for (i) gross negligence or willful misconduct; (ii) death or personal/bodily injury caused by ECSI’s negligence; or (iii) any other liability that cannot be limited or excluded under applicable law. The remaining limitations and the cap in Section 13(c) apply to the fullest extent permitted by law to all other liability, including without limitation liability for ECSI’s ordinary negligence.
Compliance with Law.

Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

Termination.
1. In addition to any remedies that may be provided under these Terms, ECSI may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for three (3) days after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
2. Either ECSI or Customer may terminate this Agreement on 30 days’ written notice to the other Party in a termination of this Agreement pursuant to Section 8(a) of these Terms. In the event of such termination, neither Party will have any liability or penalty under this Agreement, except that (i) ECSI shall deliver finished Products for which Customer has already completed payment in full to ECSI following the delivery and shipping terms set forth in this Agreement and (ii) Customer shall make payment to ECSI for all Products and Services completed and all costs and expenses incurred through the effective date of termination by ECSI pursuant to this Agreement.
Waiver.

No waiver by ECSI of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ECSI. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by ECSI operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by ECSI precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by ECSI.

Confidential Information.

All non-public, confidential, or proprietary information of ECSI, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by ECSI to Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by ECSI in writing. Upon ECSI’s request, Customer shall promptly return all documents and other materials received from ECSI. ECSI shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

Intellectual Property Rights and Obligations.

Customer acknowledges and agrees that (a) except to the extent provided in a separate written agreement between Customer and ECSI, ECSI (or its licensors) will retain all Intellectual Property Rights (defined below) used to create, embodied in, used in, and otherwise relating to the Products, and any of their component parts, and the Services; and (b) any and all of ECSI’s Intellectual Property Rights are the sole and exclusive property of ECSI or its licensors. For purposes of this Agreement, “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (i) patents; (ii) trademarks; (iii) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (iv) Trade Secrets (as defined under applicable law); and (v) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction in any part of the world.

Force Majeure.

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) pandemics; (j) cyberattacks and (i) other events beyond the reasonable control of the Impacted Party.

Insurance.

Customer shall maintain a policy of Homeowners’ Dwelling (for residential) and Liability Insurance (for residential and commercial) for liability, casualty, fire, theft, and property damage under which Customer is named as insured and ECSI is named as additional insured and which shall cover any loss or damage ECSI's Services are intended to detect to one hundred percent of the insurable value or potential risk. The Parties intend that the Customer assume all potential risk and damage that may arise by reason of failure of the equipment, system or ECSI's services and that Customer will look to its own insurance carrier for any loss or assume the risk of loss. ECSI shall not be responsible for any portion of any loss or damage which is recovered or recoverable by Customer from insurance covering such loss or damage or for such loss or damage against which Customer is indemnified or insured. Customer and all those claiming rights under Customer waive all rights against ECSI and its subcontractors for loss or damages caused by perils intended to be detected by ECSI's Services or covered by insurance to be obtained by Customer, except such rights as Customer or others may have to the proceeds of insurance.

Assignment.

Customer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Customer without the prior written consent of ECSI, which consent shall not be unreasonably withheld or delayed. ECSI may without consent of Customer assign, transfer, and delegate its rights, interests, and obligations hereunder, in whole or in part, to (a) one or more affiliates, or (b) an entity that acquires all or substantially all of the business or assets of ECSI to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

Relationship of the Parties.

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

ECSI’s Right to Subcontract Services.

ECSI reserves the right to use subcontractors, third-party vendors, or independent contractors ("Subcontractors") to perform any portion of the Services provided under these Terms. In the event we use Subcontractors, we shall remain responsible to Customer for the performance of the Services and for all acts and omissions of our Subcontractors as if they were performed by our own employees.

No Third-Party Beneficiaries.

This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Governing Law and Venue.

This Agreement is governed by and construed in accordance with the laws of the State of Minnesota without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts in the County of Hennepin, State of Minnesota. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.

Notices.

All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Proposal/Work Request or to such other addresses for either Party as that Party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).

Severability.

If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Alternative Dispute Resolution.
1. In the event of any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, the Parties shall first endeavor to resolve such dispute amicably by nonbinding mediation.
2. If the dispute remains unresolved 45 days after either Party requests in writing mediation under this clause or within such other period as the Parties may agree in writing, the dispute shall then be resolved by final and binding arbitration; provided, however, that ECSI may pursue its rights through judicial means at any time (i) to payment, (ii) with respect to security interests, and (iii) to Intellectual Property Rights indemnification hereunder.
3. Subject to the exceptions in the prior sentence, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration before a single arbitrator administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Procedures, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Minneapolis, Minnesota. The Parties agree that the arbitrator shall have the authority to rule on his/her own jurisdiction, including any objection with respect to the existence, scope, or validity of this arbitration agreement. The arbitrator shall award to the prevailing Party its reasonable attorneys’ fees, along with all costs and expenses.
4. Notwithstanding anything herein to the contrary, ECSI may initiate collections proceedings and file mechanic’s liens, subcontractor liens and blanket liens and take such other actions as it deems reasonable or necessary to protect its rights to payment in and with any court of competent jurisdiction without first exhausting the alternative dispute resolution procedures otherwise set forth in this Section.
Electronic Signatures

This Agreement may be executed by the manual or electronic signature of a Party. Each Party agrees that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures, to the extent and as provided for under applicable law.

Changes to These Terms.

ECSI may from time to time revise these Terms as published at https://www.ecsillc.com/, and shall indicate each revision by updating the “Last Modified” date. Any such revision applies only prospectively to Proposals/Work Requests signed by both Parties on or after the date the revision is published. A revision does not amend, modify, or otherwise apply to the Controlling Version of any Agreement executed before the revision is published; the Terms governing an executed Agreement may be amended only in accordance with Section 5. It is Customer’s responsibility to review the then-current Terms before signing each new Proposal/Work Request. By signing a Proposal/Work Request, Customer accepts the version of these Terms in effect on the date of signing as the Controlling Version for that Agreement.