Umbrella Security Systems

Master Terms and Conditions

Effective Date: 5/20/2026
Company: Umbrella Security Systems 
Address: 1240 Iroquois Ave., Suite 204, Naperville, IL 60563
Email: info@umbrellatech.co
Phone: 1-630-270-3313

These Master Terms and Conditions (“Terms”) apply to all proposals, quotes, estimates, work orders, statements of work, service agreements, monitoring agreements, subscription agreements, invoices, and related documents issued by Umbrella Security Systems, [insert exact legal entity name] (“Umbrella,” “Company,” “we,” “us,” or “our”) to any customer, property owner, business, homeowner, tenant, contractor, builder, property manager, or authorized representative (“Customer,” “you,” or “your”).

These Terms are intended to allocate risk between Umbrella and Customer. Security, fire, video surveillance, access-control, alarm, monitoring, and related systems reduce certain risks but do not eliminate risk, prevent all losses, or guarantee detection, notification, response, arrest, recovery, safety, or protection.

1. Scope of Agreement

These Terms govern the sale, design, installation, programming, inspection, repair, service, maintenance, monitoring, integration, configuration, consultation, support, and related work performed by Umbrella.

These Terms apply together with any signed proposal, quote, work order, service agreement, monitoring agreement, invoice, change order, or other written document issued or accepted by Umbrella.

If there is a conflict between these Terms and a signed written agreement, the signed written agreement controls only to the extent of the conflict.

No verbal statement, text message, email, sales presentation, website content, marketing material, or informal communication modifies these Terms unless expressly incorporated into a signed written agreement by an authorized representative of Umbrella.

2. Customer Authority

Customer represents and warrants that Customer has authority to authorize the requested work at the premises.

Customer further represents that Customer is one or more of the following:

1. the property owner;
2. the lawful tenant or occupant with authority to approve the work;
3. the property manager or agent authorized to bind the property owner;
4. the general contractor, builder, or authorized project representative;
5. an officer, manager, employee, or agent with authority to bind the business or organization receiving services.

Customer is responsible for obtaining all permissions, approvals, consents, HOA approvals, landlord approvals, tenant notices, employee notices, union notices, government approvals, and other authorizations required for the work.

Umbrella is entitled to rely on Customer’s representation of authority.

3. Quotes, Proposals, and Estimates

All quotes, proposals, and estimates are based on information available to Umbrella at the time issued.

Unless stated otherwise in writing, quotes and proposals are valid for 30 days.

Pricing may change due to:

1. changes in scope;
2. unknown or concealed site conditions;
3. customer-requested changes;
4. equipment availability;
5. vendor price increases;
6. tariffs, taxes, freight, or delivery charges;
7. labor availability;
8. permit or authority-having-jurisdiction requirements;
9. code requirements;
10. changes in project schedule;
11. inaccuracies in information supplied by Customer.

Budgetary estimates, website statements, marketing content, preliminary consultations, and informal recommendations are not binding unless included in a signed written agreement.

Umbrella is not responsible for errors caused by inaccurate plans, drawings, specifications, site information, or customer representations.

4. Security Systems Are Not Insurance

Customer understands and agrees that security systems, fire systems, alarm systems, video surveillance systems, access-control systems, intercom systems, monitoring services, environmental detection systems, and related technologies are intended to reduce certain risks but cannot eliminate risk.

Umbrella does not represent, warrant, or guarantee that any system or service will:

1. prevent burglary, robbery, theft, vandalism, fire, flood, carbon monoxide exposure, unauthorized access, workplace violence, assault, injury, death, property damage, cyber event, business interruption, or other loss;
2. detect every event;
3. record every event;
4. identify every person;
5. provide uninterrupted operation;
6. transmit every signal;
7. result in police, fire, EMS, guard, or emergency response;
8. prevent unauthorized entry;
9. preserve evidence;
10. satisfy every legal, insurance, regulatory, operational, or safety requirement.

Customer is solely responsible for maintaining adequate insurance, including property insurance, casualty insurance, liability insurance, business interruption insurance, cyber insurance, workers’ compensation insurance, and any other coverage appropriate for Customer’s risks.

Customer agrees that Umbrella is not an insurer and that payments made to Umbrella are based on the value of equipment and services provided, not the value of Customer’s property, life, safety, business, data, or potential losses.

5. Customer Responsibilities

Customer is responsible for:

1. providing accurate site information;
2. disclosing known hazards, unsafe conditions, concealed conditions, structural issues, asbestos, mold, lead, water damage, electrical issues, code violations, or environmental concerns;
3. providing safe and reasonable access to the premises;
4. ensuring adequate power, internet, cellular service, telephone service, network infrastructure, and environmental conditions;
5. maintaining routers, switches, modems, Wi-Fi, firewalls, VPNs, internet service, phone lines, cellular communicators, and network equipment not expressly managed by Umbrella;
6. maintaining current emergency contacts, call lists, passcodes, authorized users, keyholder information, and dispatch instructions;
7. obtaining and maintaining alarm permits and licenses required by local authorities;
8. paying all false alarm fines, permit fees, registration fees, inspection fees, municipal fees, and government charges unless caused solely by Umbrella’s gross negligence;
9. testing systems regularly;
10. replacing batteries and consumable parts unless included in a written service plan;
11. notifying Umbrella before remodeling, construction, painting, electrical work, internet changes, phone-line changes, router changes, tenant changes, personnel changes, or other events that may affect system operation;
12. protecting passwords, access credentials, administrator accounts, mobile devices, keycards, fobs, PINs, MFA devices, and system credentials;
13. removing former employees, contractors, tenants, or users from system access;
14. complying with all laws related to surveillance, recording, monitoring, employment, privacy, biometrics, access control, and data use;
15. reading and following manufacturer instructions, user manuals, notices, and system warnings.

Failure by Customer to satisfy these responsibilities may impair or disable the system. Umbrella is not liable for losses caused by Customer’s failure to satisfy these responsibilities.

6. Site Conditions and Exclusions

Unless expressly included in writing, Umbrella’s scope excludes:

1. drywall repair;
2. painting;
3. patching;
4. carpentry;
5. masonry;
6. trenching;
7. landscaping repair;
8. ceiling tile replacement;
9. roof repair;
10. concrete cutting or repair;
11. conduit installation beyond the stated scope;
12. high-voltage electrical work;
13. network remediation;
14. internet service;
15. cellular service;
16. locksmithing unless expressly stated;
17. door/frame repair;
18. firestopping unless expressly stated;
19. engineering drawings;
20. architectural drawings;
21. permit expediting;
22. asbestos, mold, lead, or hazardous material remediation;
23. correction of pre-existing code violations;
24. repair of existing non-Umbrella equipment;
25. integration with undocumented or unsupported third-party systems.

Umbrella may stop work if unsafe, concealed, hazardous, or materially different site conditions are discovered. Additional work required due to such conditions will be subject to a change order.

7. Permits, Codes, and Authorities Having Jurisdiction

Customer is responsible for obtaining and paying for permits, inspections, registrations, licenses, and approvals unless a written agreement expressly states that Umbrella will do so.

Umbrella may assist with permit or inspection coordination as a courtesy or paid service, but Umbrella does not guarantee approval by any authority having jurisdiction.

Additional requirements imposed by inspectors, municipalities, fire departments, police departments, building departments, insurance carriers, landlords, HOAs, or other authorities are Customer’s responsibility unless expressly included in Umbrella’s written scope.

8. Residential Work and Consumer Notices

For residential projects, Customer may have additional rights under applicable consumer protection, home repair, cancellation, or door-to-door sales laws.

For Illinois residential work, contracts over $1,000 may require delivery of the “Home Repair: Know Your Consumer Rights” brochure and a signed acknowledgment before execution.

If Customer has a statutory cancellation right, such right applies only as required by law and only within the applicable statutory period.

Nothing in these Terms is intended to waive non-waivable consumer rights.

9. Change Orders

Any change to scope, equipment, labor, schedule, location, wiring method, device placement, programming, software configuration, monitoring service, or project assumptions may require a written change order.

Umbrella may require additional payment before performing changed or additional work.

Customer-requested changes may delay completion.

Verbal requests from Customer’s employees, contractors, tenants, family members, or site representatives may be treated as authorized if Umbrella reasonably believes the person has authority.

10. Scheduling and Delays

Installation and service dates are estimates unless expressly stated as firm in writing.

Umbrella is not liable for delays caused by:

1. equipment backorders;
2. vendor delays;
3. shipping delays;
4. weather;
5. labor shortages;
6. illness;
7. supply chain disruptions;
8. permitting delays;
9. inspection delays;
10. site access issues;
11. customer delay;
12. construction delay;
13. third-party contractor delay;
14. power, internet, or network unavailability;
15. acts of God;
16. emergencies;
17. force majeure events;
18. conditions outside Umbrella’s reasonable control.

Customer remains responsible for payment for completed work, delivered materials, ordered equipment, and incurred costs despite delays not caused solely by Umbrella.

11. Equipment Ownership and Security Interest

Unless otherwise stated in writing, all equipment, materials, software licenses, programming, configuration, and labor remain the property of Umbrella until paid in full.

Customer grants Umbrella a purchase-money security interest in equipment, materials, and related goods supplied by Umbrella until all amounts due are paid.

Customer may not sell, transfer, pledge, remove, tamper with, damage, or encumber unpaid equipment.

Umbrella may exercise all lawful rights and remedies for unpaid equipment, including collection, repossession where permitted by law, suspension of service, and recovery of costs.

12. Payment Terms

Customer shall pay all amounts due according to the applicable proposal, invoice, work order, or agreement.

Unless otherwise stated in writing:

1. deposits are due before equipment ordering or scheduling;
2. progress payments are due upon milestone completion;
3. final payment is due upon substantial completion;
4. invoices are due upon receipt;
5. special-order equipment, custom-configured equipment, licenses, and subscriptions may be non-cancellable and non-refundable;
6. Customer is responsible for applicable taxes, freight, shipping, permit fees, inspection fees, and government charges.

Umbrella may pause, suspend, or cancel work if Customer fails to make timely payment.

Customer may not withhold payment for undisputed work due to a dispute over separate work, warranty service, manufacturer delay, vendor issue, or third-party condition.

13. Late Payments and Collections

Past-due amounts may accrue late charges at the lesser of 1.5% per month or the maximum amount allowed by law.

Customer is responsible for reasonable collection costs, attorney fees, court costs, lien costs, filing fees, and expenses incurred by Umbrella in collecting unpaid amounts, to the extent permitted by law.

Umbrella may suspend installation, service, support, monitoring, warranty work, remote access, software administration, and subscription services for nonpayment after any required notice.

Suspension of services for nonpayment does not waive Customer’s payment obligations.

14. Taxes

Customer is responsible for all applicable sales tax, use tax, service tax, excise tax, permit fees, inspection fees, government fees, and similar charges.

If Customer claims tax-exempt status, Customer must provide valid exemption documentation before invoicing. If exemption documentation is invalid or rejected, Customer remains responsible for the tax.

15. Substantial Completion

A project is substantially complete when equipment or services are installed, delivered, configured, activated, made available for Customer use, or capable of beneficial use, even if minor punch-list items remain.

Customer’s use of the system constitutes acceptance of substantial completion.

Final payment is not contingent on minor punch-list work, manufacturer warranty items, third-party service activation, internet availability, customer training attendance, or customer delays.

16. Training and Customer Acceptance

Umbrella may provide reasonable initial training as stated in the applicable agreement.

Customer is responsible for ensuring that appropriate users attend training and follow provided instructions.

Customer is responsible for requesting additional training if needed. Additional training may be billable.

Customer’s failure to attend training, read documentation, maintain credentials, test systems, or follow instructions does not create liability for Umbrella.

17. Monitoring Services

Monitoring services, if provided, are subject to a separate monitoring agreement or monitoring terms.

Customer understands that monitoring depends on third-party communication paths, networks, cellular providers, internet providers, phone providers, customer equipment, alarm panels, sensors, batteries, power, monitoring centers, dispatch agencies, emergency responders, municipal policies, and other factors outside Umbrella’s control.

Umbrella does not guarantee that:

1. any alarm signal will be transmitted;
2. any alarm signal will be received;
3. any alarm signal will be processed;
4. any notification will be delivered;
5. police, fire, EMS, guards, or emergency responders will respond;
6. response will occur within any particular time;
7. any person or property will be protected;
8. any loss will be prevented or reduced.

Customer is responsible for maintaining accurate emergency contacts, passcodes, call lists, responder instructions, permits, and dispatch information.

Customer is responsible for all false alarm fines, municipal fees, registration fees, and penalties unless caused solely by Umbrella’s gross negligence.

Umbrella may suspend monitoring for nonpayment, cancelled communication services, expired permits, unsafe conditions, customer misuse, regulatory requirements, or other conditions stated in the monitoring agreement.

18. Alarm Permits and False Alarms

Customer is responsible for determining whether alarm permits, registrations, inspections, or licenses are required by local authorities.

Customer shall obtain and maintain required permits unless Umbrella expressly agrees in writing to perform that service.

Customer is responsible for false alarm fines, non-registration penalties, dispatch fees, and related municipal charges.

Customer agrees to use reasonable care to prevent false alarms, including training users, maintaining contacts, securing doors and windows, replacing batteries, and promptly reporting system issues.

19. Video Surveillance and Audio Recording

Customer is solely responsible for determining whether and how video surveillance, audio recording, live monitoring, remote viewing, analytics, license plate recognition, facial detection, facial recognition, workplace monitoring, tenant monitoring, visitor monitoring, or other surveillance functions may lawfully be used.

Customer is responsible for:

1. providing legally required notices;
2. obtaining required consents;
3. posting required signage;
4. avoiding prohibited recording areas;
5. complying with employment laws;
6. complying with tenant, landlord, HOA, school, healthcare, childcare, or other sector-specific rules;
7. disabling audio recording where required;
8. controlling user access;
9. securing video credentials;
10. responding to requests from employees, visitors, tenants, residents, customers, law enforcement, or regulators.

Umbrella does not provide legal advice regarding surveillance, audio recording, workplace monitoring, biometric use, or privacy compliance.

Customer shall indemnify Umbrella from claims arising out of Customer’s unlawful, improper, or unauthorized use of surveillance, recording, analytics, monitoring, or access-control systems.

20. Access-Control Systems

Customer is responsible for administering users, access levels, schedules, credentials, cards, fobs, PINs, mobile credentials, visitor permissions, elevator permissions, door schedules, holiday schedules, lockdown settings, and access rules unless expressly included in a written managed service agreement.

Customer is responsible for promptly removing access for terminated employees, former tenants, former contractors, vendors, visitors, family members, or other unauthorized users.

Umbrella is not liable for unauthorized access, lockouts, failed access, door hardware failure, credential misuse, customer programming errors, customer administrative errors, or access decisions made by Customer.

21. Biometric Systems

Some systems may include biometric or identity-related features, including fingerprint recognition, hand geometry, facial recognition, facial matching, facial templates, voice recognition, retina or iris recognition, or other biometric identifiers or biometric information.

Customer is solely responsible for determining whether biometric features are lawful and appropriate for Customer’s use.

Customer is responsible for obtaining all required written consents, providing all required notices, maintaining required retention policies, and complying with applicable biometric privacy laws.

Unless expressly stated in writing, Umbrella does not collect, possess, own, control, or administer Customer’s biometric data and acts only as an installer, reseller, integrator, or service provider for third-party systems.

Customer shall indemnify Umbrella from claims arising out of Customer’s biometric data collection, use, storage, disclosure, consent practices, retention practices, employee use, visitor use, or failure to comply with applicable biometric privacy laws.

22. Data, Privacy, and Customer Information

Customer acknowledges that security projects may involve sensitive information, including names, addresses, emergency contacts, alarm contacts, site photos, floor plans, device locations, access-control records, video system information, network information, credentials, project notes, service records, monitoring records, and billing information.

Umbrella will use commercially reasonable administrative, technical, and physical safeguards to protect information in its possession.

No system or transmission method is guaranteed to be completely secure.

Customer is responsible for securing Customer-controlled systems, networks, passwords, accounts, users, devices, video platforms, access-control platforms, and third-party applications.

Umbrella may share information with vendors, monitoring centers, payment processors, subcontractors, cloud platforms, manufacturers, emergency responders, legal advisors, insurers, collection agencies, and other parties as reasonably necessary to provide services, comply with law, protect rights, collect payment, or respond to emergencies.

23. Cybersecurity and Network Limitations

Unless expressly included in a written managed cybersecurity or network service agreement, Umbrella is not responsible for Customer’s cybersecurity, network security, firewall configuration, router configuration, Wi-Fi coverage, internet service, VPN, VLANs, endpoint security, server security, patching, password policy, MFA policy, employee access, cloud account security, or breach response.

Customer is responsible for:

1. changing default passwords;
2. using strong passwords;
3. enabling MFA where available;
4. limiting administrator access;
5. removing former users;
6. maintaining network equipment;
7. applying updates;
8. securing mobile devices;
9. protecting remote access;
10. approving or rejecting port forwarding, cloud access, or remote access methods.

Umbrella does not guarantee that any system is immune from hacking, compromise, unauthorized access, malware, ransomware, credential theft, vendor vulnerabilities, or cyberattack.

24. Third-Party Products, Platforms, and Vendors

Many products and services depend on third-party manufacturers, software providers, cloud platforms, app stores, cellular carriers, internet providers, telephone providers, monitoring centers, emergency responders, payment processors, and other vendors.

Umbrella is not responsible for:

1. third-party outages;
2. discontinued products;
3. discontinued cloud services;
4. firmware defects;
5. software bugs;
6. vendor price increases;
7. vendor policy changes;
8. app removal or incompatibility;
9. cybersecurity vulnerabilities in third-party products;
10. data loss in vendor platforms;
11. cellular, internet, or phone outages;
12. manufacturer warranty delays;
13. end-of-life announcements;
14. feature changes;
15. vendor-imposed subscription requirements.

Customer agrees to comply with applicable third-party terms, licenses, subscriptions, and acceptable-use policies.

25. Software, Licenses, and Cloud Services

Software, firmware, apps, cloud platforms, portals, licenses, subscriptions, and integrations are provided subject to third-party terms.

Unless expressly stated in writing, Umbrella does not own, control, or guarantee third-party software or cloud platforms.

Customer is responsible for maintaining active subscriptions, licenses, internet service, app access, email access, mobile devices, payment methods, and user credentials.

Loss of subscription, vendor access, internet access, or software support may impair or disable system features.

26. Warranty

Unless a written agreement states otherwise, Umbrella warrants its installation labor for one year from substantial completion.

Manufacturer equipment warranties are limited to the warranties provided by the manufacturer.

Umbrella’s warranty does not cover:

1. customer misuse;
2. abuse;
3. negligence;
4. vandalism;
5. theft;
6. fire;
7. flood;
8. lightning;
9. power surge;
10. power failure;
11. internet failure;
12. cellular failure;
13. phone-line failure;
14. network changes;
15. router changes;
16. customer programming changes;
17. customer relocation of equipment;
18. unauthorized repairs;
19. third-party work;
20. acts of God;
21. batteries;
22. consumables;
23. cosmetic damage;
24. existing equipment;
25. customer-supplied equipment;
26. obsolete equipment;
27. software bugs;
28. vendor outages;
29. cloud-service issues;
30. normal wear and tear.

Warranty service may be billable if the issue is not caused by Umbrella’s defective installation labor.

Umbrella’s sole warranty obligation is to repair or replace defective installation work or assist Customer with manufacturer warranty claims, as determined by Umbrella.

27. Existing Equipment

Umbrella is not responsible for the condition, legality, compatibility, performance, programming, wiring, defects, or prior installation quality of existing equipment unless expressly stated in writing.

Service on existing systems is provided “as is” and may reveal additional problems.

Umbrella may recommend replacement of obsolete, unsupported, unsafe, damaged, or unreliable equipment.

Customer assumes the risk of using existing equipment.

28. Customer-Supplied Equipment

Umbrella is not responsible for customer-supplied equipment unless expressly agreed in writing.

Customer-supplied equipment may be incompatible, defective, counterfeit, unsupported, improperly licensed, obsolete, or unsuitable.

Umbrella may refuse to install customer-supplied equipment.

If Umbrella installs customer-supplied equipment, Umbrella does not warrant the equipment, software, firmware, app, platform, compatibility, performance, or manufacturer support.

29. Remote Access and Support

Customer authorizes Umbrella to remotely access supported systems when necessary for installation, service, programming, diagnostics, monitoring, support, updates, or troubleshooting.

Remote support depends on power, internet, network configuration, software availability, vendor platforms, and customer permissions.

Umbrella may not be able to provide remote support if Customer changes passwords, network settings, equipment, subscriptions, internet service, router settings, firewall rules, or user permissions.

Remote support may be billable unless included in a written service plan.

30. Service Plans

Service plans, if purchased, cover only the services expressly stated in the applicable agreement.

Service plans do not cover excluded items unless expressly included.

Unused service visits, inspections, support time, or maintenance benefits do not roll over unless stated in writing.

Service plans may be suspended or terminated for nonpayment, unsafe conditions, customer misuse, discontinued equipment, or other material issues.

31. Subscription and Recurring Services

Recurring services may include monitoring, cloud subscriptions, software licenses, service plans, inspections, maintenance, support, remote access, cellular service, video hosting, access-control hosting, or other subscription-based services.

The applicable agreement will state the billing frequency, amount, initial term, renewal term, and cancellation process.

Customer authorizes Umbrella to charge recurring fees according to the applicable agreement.

Customer is responsible for providing accurate billing information and updating expired or failed payment methods.

Cancellation must be submitted according to the applicable agreement. Cancellation of payment authorization does not automatically cancel the underlying service agreement.

Recurring-service disclosures and cancellation practices should remain clear and consistent with federal and state consumer protection requirements.

32. Cancellation by Customer

Customer may cancel an order only as permitted by the applicable written agreement or by law.

Unless prohibited by law, Customer remains responsible for:

1. completed work;
2. delivered materials;
3. ordered equipment;
4. special-order items;
5. custom-programmed equipment;
6. licenses;
7. subscriptions;
8. restocking fees;
9. vendor cancellation fees;
10. permit fees;
11. design time;
12. administrative costs;
13. demobilization costs;
14. other incurred costs.

Deposits may be non-refundable once equipment is ordered, scheduling is reserved, or work begins, unless otherwise required by law.

33. Cancellation or Suspension by Umbrella

Umbrella may cancel, pause, suspend, or terminate work or services if:

1. Customer fails to pay;
2. Customer provides inaccurate information;
3. Customer lacks authority;
4. site conditions are unsafe;
5. required permits or approvals are unavailable;
6. Customer delays access;
7. Customer requests unlawful work;
8. Customer misuses systems;
9. Customer violates these Terms;
10. equipment is unavailable;
11. vendor support is discontinued;
12. Customer becomes insolvent;
13. continuing work would violate law, safety standards, or professional judgment.

Suspension or termination does not waive Umbrella’s right to payment for amounts due.

34. Limitation of Liability

Customer agrees that Umbrella is not an insurer and that the amounts paid to Umbrella are not sufficient to guarantee protection against loss.

To the maximum extent permitted by law, Umbrella’s total liability for any claim arising out of or related to equipment, services, installation, monitoring, inspection, maintenance, repair, design, consultation, support, delay, nonperformance, negligence, breach of contract, warranty, product issue, third-party service, or system failure shall not exceed the lesser of:

1. the amount paid by Customer to Umbrella for the specific service giving rise to the claim during the three months before the event; or
2. $1,000.

This limitation applies regardless of the legal theory asserted, including contract, negligence, warranty, strict liability, misrepresentation, or other theory.

This limitation does not apply where prohibited by law.

Attorney review required: This section is central to ownership protection but must be reviewed for enforceability by state, customer type, service type, and contract format.

35. No Consequential Damages

To the maximum extent permitted by law, Umbrella shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including:

1. lost profits;
2. lost revenue;
3. lost business;
4. loss of use;
5. loss of data;
6. business interruption;
7. loss of goodwill;
8. loss of property;
9. personal injury;
10. emotional distress;
11. loss of evidence;
12. failure to detect an event;
13. failure to notify;
14. failure of police, fire, EMS, guard, or emergency response;
15. claims by employees, tenants, visitors, customers, residents, invitees, insurers, or third parties.

This applies even if Umbrella was advised of the possibility of such damages.

36. Liquidated Damages

If a court or arbitrator determines that Umbrella is liable despite the limitations in these Terms, Customer agrees that damages are difficult or impossible to determine because the value of protected property, life, safety, business operations, evidence, data, and potential loss is not known to Umbrella.

Therefore, to the maximum extent permitted by law, Customer agrees that the limitation of liability stated above is a reasonable liquidated damages amount and is not a penalty.

Attorney review required: Liquidated damages clauses in security contracts need careful drafting and jurisdiction-specific review.

37. Indemnification

Customer shall defend, indemnify, and hold harmless Umbrella, its owners, officers, directors, employees, contractors, subcontractors, vendors, agents, affiliates, successors, and assigns from and against all claims, damages, losses, liabilities, fines, penalties, costs, expenses, and attorney fees arising out of or related to:

1. Customer’s breach of these Terms;
2. Customer’s misuse of any system;
3. Customer’s failure to maintain insurance;
4. Customer’s failure to obtain permits or approvals;
5. false alarms;
6. unlawful surveillance or recording;
7. biometric privacy claims;
8. access-control decisions;
9. user permissions or credential misuse;
10. privacy claims by employees, tenants, residents, visitors, customers, or invitees;
11. Customer’s failure to provide required notices or consents;
12. Customer’s network, internet, phone, cellular, or power failures;
13. Customer’s failure to maintain contacts, call lists, passcodes, or dispatch instructions;
14. Customer’s modifications to systems;
15. third-party contractor damage;
16. claims by insurers or subrogated parties;
17. hazardous site conditions;
18. inaccurate information supplied by Customer;
19. Customer’s violation of law.

38. Waiver of Subrogation

Customer waives all rights of recovery against Umbrella for losses covered or required to be covered by Customer’s insurance.

Customer shall cause its insurers to waive subrogation rights against Umbrella to the extent permitted by applicable insurance policies.

Customer agrees that Customer’s insurance is the primary source of recovery for covered losses.

Attorney review required: This is highly valuable for ownership protection but should be aligned with your commercial/residential contract language.

39. Insurance

Customer is responsible for maintaining insurance appropriate to Customer’s risks.

Umbrella may maintain insurance for its own operations, but Umbrella’s insurance does not make Umbrella an insurer of Customer’s property, premises, employees, residents, tenants, visitors, operations, data, or business.

Customer agrees not to rely on Umbrella’s insurance as protection against Customer’s losses.

40. No Third-Party Beneficiaries

These Terms are solely for the benefit of Umbrella and Customer.

No employee, tenant, resident, guest, visitor, invitee, insurer, emergency responder, municipality, contractor, vendor, or other third party is intended to be a beneficiary of these Terms.

No third party may assert claims under these Terms.

41. Subcontractors

Umbrella may use subcontractors, vendors, installers, programmers, monitoring centers, consultants, or service providers to perform work.

Umbrella remains responsible only for the scope of work it expressly agrees to provide.

Customer shall not directly hire, solicit, or interfere with Umbrella’s subcontractors, employees, or vendors for work related to the project without Umbrella’s written consent.

42. Customer Non-Solicitation

During the term of any project or service relationship and for 12 months thereafter, Customer shall not knowingly solicit for employment or independent contracting any Umbrella employee, installer, technician, subcontractor, salesperson, project manager, or other representative involved in Customer’s project without Umbrella’s written consent.

If Customer violates this section, Customer agrees to pay Umbrella a placement fee equal to the greater of:

1. 25% of the person’s expected first-year compensation; or
2. $25,000.

Attorney review required: This may not be appropriate for all customer types and should be reviewed for enforceability.

43. Intellectual Property

Umbrella retains ownership of its intellectual property, including designs, drawings, proposals, templates, programming methods, configuration standards, documentation, training materials, pricing models, software tools, processes, workflows, system architecture, diagrams, recommendations, and know-how.

Customer may use project-specific documents only for Customer’s internal use at the premises covered by the agreement.

Customer may not copy, publish, distribute, reverse engineer, resell, or provide Umbrella’s materials to competitors, other integrators, contractors, or third parties without written consent.

44. Confidentiality

Customer shall not disclose Umbrella’s nonpublic pricing, proposals, designs, drawings, system layouts, security recommendations, credentials, programming, or confidential business information except as necessary for Customer’s internal use, legal compliance, insurance purposes, or project administration.

Umbrella will use reasonable care to protect Customer’s confidential information but may disclose information as necessary to perform services, collect payment, comply with law, respond to emergencies, work with vendors, or protect rights.

45. Publicity and Project References

Umbrella may not publicly identify Customer by name, logo, address, or specific security details without Customer’s consent.

Unless Customer objects in writing, Umbrella may use general, non-sensitive project descriptions for internal training, estimating, quality control, and business development.

Umbrella shall not publish sensitive security layouts, camera views, access-control details, alarm details, or system vulnerabilities without authorization.

46. Photos, Site Documentation, and Project Records

Customer authorizes Umbrella to take photos, videos, notes, measurements, screenshots, system exports, and documentation reasonably necessary for estimating, installation, service, support, quality control, warranty, training, collections, legal protection, and recordkeeping.

Such records may include sensitive site information.

Umbrella will use commercially reasonable safeguards for such records but does not guarantee absolute security.

Customer shall notify Umbrella in writing before work begins if photography or documentation restrictions apply.

47. Force Majeure

Umbrella is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, fire, flood, storm, labor shortage, supply shortage, epidemic, pandemic, war, terrorism, cyberattack, government action, utility outage, internet outage, cellular outage, vendor outage, transportation delay, civil unrest, equipment shortage, or other force majeure event.

48. Dispute Resolution

Before filing suit, Customer shall provide written notice of the dispute and allow Umbrella a reasonable opportunity to investigate and cure the issue.

Customer must identify the specific issue, project, invoice, service, date, claimed defect, requested remedy, and supporting evidence.

Umbrella’s attempt to investigate, repair, replace, credit, or resolve an issue is not an admission of liability.

At Umbrella’s election, any dispute arising out of or related to these Terms, any agreement, any equipment, or any service may be resolved by binding arbitration administered by [AAA/JAMS/other] under applicable rules.

Customer and Umbrella waive the right to trial by jury to the extent permitted by law.

Class actions and representative actions are waived to the extent permitted by law.

Attorney review required: Arbitration, class-action waiver, and jury-waiver clauses require careful review, especially for residential and consumer contracts.

49. Governing Law and Venue

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law principles.

Unless arbitration applies, venue shall be in the state or federal courts serving DuPage County, Illinois, or another Illinois venue selected by Umbrella where permitted by law.

Customer consents to personal jurisdiction in such courts.

50. Time Limit for Claims

To the maximum extent permitted by law, any claim by Customer against Umbrella must be filed within one year after the event giving rise to the claim.

Claims not filed within that period are waived.

This limitation does not apply where prohibited by law.

51. Notices

Notices to Umbrella must be sent to:

Umbrella Security Systems
1240 Iroquois Ave., Suite 204
Naperville, IL 60563
Email: info@umbrellatech.co

Notices to Customer may be sent to the billing address, service address, email address, or contact information provided by Customer.

Customer is responsible for keeping contact information current.

52. Assignment

Customer may not assign any agreement, service, monitoring account, warranty, subscription, or rights without Umbrella’s written consent.

Umbrella may assign its rights and obligations to an affiliate, successor, purchaser, financing provider, subcontractor, monitoring provider, or service provider.

53. Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent as closely as possible.

54. Waiver

Umbrella’s failure to enforce any provision is not a waiver.

A waiver must be in writing and signed by an authorized representative of Umbrella.

One waiver does not waive future enforcement.

55. Entire Agreement

These Terms, together with the applicable proposal, quote, work order, monitoring agreement, service agreement, invoice, change order, and written addenda, constitute the entire agreement between Umbrella and Customer regarding the applicable work.

Customer has not relied on statements, promises, guarantees, representations, website content, marketing materials, or verbal assurances not included in the written agreement.

56. Electronic Signatures and Records

Customer agrees that electronic signatures, electronic acceptance, email approvals, text approvals, portal approvals, and electronically stored records may be used to form and evidence agreements where permitted by law.

Electronic records have the same effect as paper records.

57. Survival

The following sections survive completion, cancellation, expiration, suspension, or termination:

1. payment obligations;
2. equipment ownership;
3. limitation of liability;
4. no consequential damages;
5. liquidated damages;
6. indemnification;
7. waiver of subrogation;
8. intellectual property;
9. confidentiality;
10. governing law;
11. venue;
12. dispute resolution;
13. privacy/data provisions;
14. warranty limitations;
15. customer responsibilities.

58. Privacy Policy

This Privacy Policy describes how Umbrella Security Systems, [insert exact legal entity name] (“Umbrella,” “we,” “us,” or “our”) collects, uses, stores, shares, and protects information in connection with our website, sales process, proposals, customer relationships, installations, monitoring services, service calls, support, billing, and related business operations.

This Privacy Policy applies to website visitors, prospective customers, customers, authorized users, emergency contacts, billing contacts, property contacts, employees or representatives of customers, tenants, residents, visitors, and other individuals whose information may be provided to or processed by Umbrella.

This Privacy Policy is incorporated into Umbrella’s Master Terms and Conditions.

59. Information We Collect

Umbrella may collect the following categories of information:

1. names;
2. business names;
3. job titles;
4. email addresses;
5. phone numbers;
6. mailing addresses;
7. billing addresses;
8. service addresses;
9. property addresses;
10. emergency contact information;
11. alarm contact lists;
12. authorized user information;
13. access-control user information;
14. billing and payment information;
15. proposal and project information;
16. service history;
17. monitoring records;
18. alarm event information;
19. device information;
20. system configuration information;
21. site photos;
22. walkthrough notes;
23. floor plans;
24. equipment locations;
25. camera locations;
26. access-control door schedules;
27. lock schedules;
28. network-related information reasonably necessary to perform services;
29. communications with Umbrella;
30. website form submissions;
31. call, email, text, and CRM interaction history;
32. IP addresses;
33. browser and device data;
34. cookie and analytics data;
35. any other information Customer or its representatives provide to Umbrella.

Umbrella may also collect information from third-party vendors, manufacturers, monitoring centers, payment processors, subcontractors, referral sources, property managers, builders, contractors, emergency responders, and public sources.

60. How We Use Information

Umbrella may use collected information to:

1. respond to inquiries;
2. prepare quotes, estimates, and proposals;
3. evaluate project scope;
4. schedule consultations, walkthroughs, installations, inspections, and service calls;
5. design, install, configure, support, monitor, repair, and maintain systems;
6. provide customer service;
7. manage customer accounts;
8. process payments;
9. issue invoices;
10. collect amounts owed;
11. provide monitoring-related services;
12. maintain alarm contact lists and dispatch instructions;
13. provide technical support;
14. coordinate with vendors, manufacturers, subcontractors, and monitoring centers;
15. document site conditions and completed work;
16. maintain service records;
17. improve operations, training, safety, quality control, and customer experience;
18. send service updates, billing notices, appointment reminders, and administrative messages;
19. send marketing communications where permitted by law;
20. comply with legal, insurance, regulatory, tax, accounting, and contractual obligations;
21. protect Umbrella’s rights, property, personnel, customers, and systems;
22. detect fraud, misuse, nonpayment, unauthorized access, or security incidents;
23. respond to emergencies or lawful requests.

Umbrella does not sell customer project records, alarm information, access-control information, site photos, floor plans, camera layouts, or monitoring records.

61. Website Data, Cookies, and Analytics

Umbrella’s website may collect technical information such as IP address, browser type, device type, operating system, referring pages, pages visited, time on site, form interactions, and general location inferred from IP address.

Umbrella may use cookies, pixels, tags, analytics tools, advertising tools, CRM tools, call-tracking tools, and similar technologies to operate the website, measure performance, understand lead sources, improve marketing, and respond to inquiries.

Users may be able to restrict cookies through browser settings, but some website features may not function properly if cookies are disabled.

62. Forms, Calls, Emails, and Text Messages

When a person submits a website form, calls Umbrella, emails Umbrella, texts Umbrella, schedules an appointment, requests a quote, or otherwise contacts Umbrella, we may collect and store the information provided.

By submitting contact information, the person authorizes Umbrella to contact them regarding the inquiry, project, account, service, billing, scheduling, or related services using the contact information provided.

Umbrella may contact customers and prospective customers by phone, email, text message, or other reasonable communication methods.

Consent to receive marketing text messages is not a condition of purchase where prohibited by law.

Recipients may opt out of marketing communications as provided in the applicable message or by contacting Umbrella.

Operational, transactional, service, billing, appointment, safety, monitoring, or account-related communications may still be sent where permitted by law.

63. Payment Information

Umbrella may collect billing information and payment-related information to process transactions.

Payment card and bank information may be processed by third-party payment processors. Umbrella does not control the security practices of third-party payment processors.

Customer is responsible for providing accurate billing information and promptly updating expired, invalid, or changed payment information.

64. Project, Installation, and Service Data

Umbrella may collect and maintain project, installation, and service data, including:

1. proposals;
2. quotes;
3. contracts;
4. invoices;
5. work orders;
6. change orders;
7. site photos;
8. floor plans;
9. device locations;
10. camera views;
11. access-control door information;
12. alarm zones;
13. panel information;
14. service notes;
15. technician notes;
16. system test records;
17. warranty information;
18. customer approvals;
19. customer communications;
20. completion records.

This information may be sensitive because it can reveal details about the security layout of a premises.

Customer authorizes Umbrella to collect, use, retain, and share such information as reasonably necessary to provide services, support systems, document work, resolve disputes, collect payment, comply with law, and protect Umbrella’s rights.

65. Monitoring and Emergency Contact Data

If Customer receives monitoring or alarm-related services, Umbrella or its monitoring partners may collect and process:

1. alarm signals;
2. event history;
3. dispatch instructions;
4. emergency contacts;
5. call lists;
6. passcodes;
7. premise information;
8. permit information;
9. responder instructions;
10. alarm test records;
11. communication-path information;
12. cancellation or suspension information.

Customer is responsible for ensuring that all emergency contacts, authorized users, employees, tenants, residents, and other listed individuals have been properly notified and that Customer has authority to provide their information to Umbrella.

Customer is responsible for keeping monitoring and emergency contact information accurate and current.

66. Video, Audio, Surveillance, and Access-Control Data

Depending on the services purchased, systems installed or supported by Umbrella may involve video, audio, surveillance, access-control, visitor-management, intercom, license plate recognition, analytics, or related data.

Unless expressly stated in writing, Customer owns and controls Customer’s video, audio, access-control, visitor, and surveillance data.

Umbrella may access such data only as reasonably necessary to install, configure, service, troubleshoot, support, monitor, document, or administer systems, or as otherwise authorized by Customer.

Customer is solely responsible for:

1. determining whether surveillance or recording is lawful;
2. providing required notices;
3. obtaining required consents;
4. restricting access to recordings;
5. disabling audio where required;
6. complying with workplace, tenant, residential, visitor, student, healthcare, childcare, and other privacy obligations;
7. responding to requests from individuals captured by such systems;
8. complying with law enforcement, subpoena, insurance, litigation, or regulatory requests.

Umbrella does not provide legal advice regarding video, audio, surveillance, access-control, or monitoring laws.

67. Biometric Information

Some products or services may include biometric or identity-related features, including facial recognition, facial matching, fingerprint recognition, hand geometry, iris recognition, retina recognition, voice recognition, biometric access control, or similar technologies.

Unless expressly stated in writing, Umbrella does not own or control Customer’s biometric data and acts only as an installer, reseller, integrator, service provider, or support provider for third-party systems.

Customer is solely responsible for determining whether biometric features are lawful and appropriate for Customer’s use.

Customer is responsible for:

1. providing all required biometric notices;
2. obtaining all required written consents;
3. maintaining any required biometric retention schedule;
4. maintaining any required biometric destruction policy;
5. limiting access to biometric data;
6. complying with applicable biometric privacy laws;
7. ensuring that employees, tenants, residents, visitors, contractors, and other affected individuals receive legally required notices and consents.

If Umbrella ever directly collects, stores, controls, or possesses biometric identifiers or biometric information, Umbrella will maintain a separate Biometric Privacy Notice or policy as required by applicable law.

68. How We Share Information

Umbrella may share information with:

1. equipment manufacturers;
2. software providers;
3. cloud-service providers;
4. monitoring centers;
5. cellular providers;
6. internet or communication-service providers;
7. payment processors;
8. CRM providers;
9. scheduling providers;
10. marketing and analytics providers;
11. subcontractors;
12. installers;
13. technicians;
14. consultants;
15. inspectors;
16. authorities having jurisdiction;
17. emergency responders;
18. law enforcement where permitted or required;
19. insurers;
20. attorneys;
21. accountants;
22. auditors;
23. collection agencies;
24. financing providers;
25. successors, purchasers, or assignees in connection with a business transaction.

Umbrella shares information only as reasonably necessary for business, operational, service, safety, legal, billing, collection, or contractual purposes.

Umbrella may disclose information when required by law, subpoena, court order, regulation, legal process, emergency, or to protect rights, safety, property, or security.

69. Customer-Provided Information About Others

Customer may provide Umbrella with information about employees, tenants, residents, visitors, emergency contacts, authorized users, contractors, family members, property managers, or other individuals.

Customer represents that it has the authority to provide such information to Umbrella.

Customer is responsible for providing any required notices and obtaining any required consents from such individuals.

Customer shall indemnify Umbrella from claims arising from Customer’s failure to obtain required authority, notice, or consent.

70. Data Security

Umbrella uses commercially reasonable administrative, technical, and physical safeguards designed to protect information in its possession.

However, no system, network, platform, cloud service, transmission method, or storage method is guaranteed to be completely secure.

Customer is responsible for securing Customer-controlled systems, accounts, networks, passwords, access credentials, mobile devices, cloud accounts, video portals, access-control portals, and user permissions.

Umbrella is not responsible for unauthorized access caused by Customer’s weak passwords, shared credentials, former employees, compromised devices, unsecured networks, third-party platforms, customer misconfiguration, or customer failure to follow security practices.

71. Data Retention

Umbrella may retain information for as long as reasonably necessary to:

1. provide services;
2. maintain customer accounts;
3. support installed systems;
4. comply with legal, tax, accounting, insurance, licensing, and regulatory obligations;
5. resolve disputes;
6. enforce agreements;
7. collect payment;
8. maintain warranty records;
9. document work performed;
10. support future service needs;
11. protect Umbrella’s rights.

Retention periods may vary by information type, customer relationship, system type, legal requirement, vendor platform, and business need.

Customer may request deletion of certain information, but Umbrella may retain information where necessary for legal, contractual, billing, security, warranty, insurance, dispute, or operational reasons.

72. Data Accuracy and Updates

Customer is responsible for ensuring that information provided to Umbrella is accurate, complete, and current.

Customer must promptly notify Umbrella of changes to:

1. billing contacts;
2. service contacts;
3. emergency contacts;
4. alarm contacts;
5. authorized users;
6. access-control users;
7. property contacts;
8. phone numbers;
9. email addresses;
10. mailing addresses;
11. service addresses;
12. dispatch instructions;
13. permit information;
14. payment information.

Umbrella is not liable for failed notices, failed dispatch, billing issues, service delays, unauthorized access, or other problems caused by inaccurate or outdated information.

73. Privacy Requests

Individuals may contact Umbrella to request access, correction, deletion, or limitation of certain personal information.

Requests should be sent to:

Umbrella Security Systems
1240 Iroquois Ave., Suite 204
Naperville, IL 60563
Email: info@umbrellatech.co

Umbrella may need to verify the requester’s identity and authority before responding.

Umbrella may deny or limit requests where permitted by law, including where information must be retained for legal, billing, security, contractual, warranty, insurance, dispute, or operational purposes.

74. Children’s Privacy

Umbrella’s website and services are not directed to children under 13.

Umbrella does not knowingly collect personal information from children under 13 through its website.

If Umbrella learns that it has collected personal information from a child under 13 without appropriate consent, Umbrella will take reasonable steps to delete the information.

Customer is responsible for lawful use of systems that may capture or process information related to minors, including video, audio, access-control, school, childcare, residential, or visitor-management systems.

75. Data Breach and Security Incidents

If Umbrella determines that a security incident involving information in Umbrella’s possession requires notification under applicable law, Umbrella will provide notice as required by law.

Customer is responsible for notifying Umbrella promptly of suspected unauthorized access, credential compromise, system misuse, account takeover, lost devices, former employee access, or other security concerns involving Customer-controlled systems.

Umbrella is not responsible for security incidents caused by Customer systems, Customer users, third-party vendors, internet providers, cellular providers, cloud platforms, or manufacturer systems outside Umbrella’s control.

76. Business Transfers

Umbrella may disclose or transfer information in connection with a merger, acquisition, sale, financing, reorganization, assignment, bankruptcy, transfer of assets, or similar business transaction.

The receiving party may use the information consistent with these Terms and applicable law.

77. Changes to Privacy Policy

Umbrella may update this Privacy Policy from time to time.

Updated versions may be posted on Umbrella’s website or provided through other reasonable means.

The updated version is effective as of the effective date stated in the updated policy unless otherwise required by law.

Continued use of Umbrella’s website, products, or services after an update constitutes acceptance of the updated policy to the extent permitted by law.

78. Relationship Between Privacy Policy and Customer Agreements

This Privacy Policy is intended to describe Umbrella’s general information practices.

Specific customer agreements, monitoring agreements, service agreements, vendor terms, or written addenda may contain additional privacy, data, confidentiality, monitoring, biometric, video, or access-control terms.

If there is a conflict between this Privacy Policy and a signed written agreement, the signed written agreement controls only to the extent of the conflict.

79. Privacy Contact

Questions about this Privacy Policy may be directed to:

Umbrella Security Systems
1240 Iroquois Ave., Suite 204
Naperville, IL 60563
Email: info@umbrellatech.co
Phone: 1-630-270-3313

Customer Acknowledgment

Customer acknowledges and agrees that:

1. security systems do not prevent all losses;
2. Umbrella is not an insurer;
3. Customer is responsible for insurance;
4. systems depend on Customer’s power, internet, phone, cellular, network, and user practices;
5. monitoring and emergency response are not guaranteed;
6. Customer is responsible for permits, false alarm fines, and accurate contact information;
7. Customer is responsible for lawful use of video, audio, surveillance, access-control, visitor-management, monitoring, and biometric systems;
8. Umbrella’s liability is limited as stated in these Terms;
9. Customer has read, understands, and accepts these Terms;
10. Customer has reviewed Umbrella’s Privacy Policy provisions;
11. Customer authorizes Umbrella to collect, use, retain, and share information as described in these Terms;
12. Customer is responsible for providing required notices and obtaining required consents from employees, tenants, residents, visitors, emergency contacts, authorized users, and other individuals whose information Customer provides to Umbrella;
13. Customer is responsible for lawful use of video, audio, surveillance, access-control, visitor-management, monitoring, and biometric systems;
14. Customer is responsible for keeping contact, billing, emergency, alarm, access-control, and authorized-user information accurate and current.