Subject to the Terms and Conditions herein set forth:
Installation/Purchase. The Company agrees to sell the System and the Customer agrees to pay for it. The Company will own the System until the Customer does so. After that, the Customer will own the System except for the transmitting software and any radio communication equipment, which contain the Company’s proprietary data and which the Company will always own.
The Company agrees to install the System and the Customer agrees to pay the installation charge. The Company assumes no responsibility for any delay in installation.
The Customer must furnish all power, lighting, and communications equipment and infrastructure that is needed for the System to operate properly. The Customer must pay all power, internet, phone/cellular communications, and/or other utility charges.
If the System includes video cameras and/or audio recording, the Customer agrees to (i) comply with all privacy rights and laws and not permit the System to be used where any person may have a reasonable expectation of privacy or in any unlawful manner; (ii) inform all persons on the Premises that they may be monitored by video/audio equipment; and (iii) use the System exclusively for security and/or management purposes.
The Customer must notify the Company of any hazardous materials or other environmental concerns at the Premises which could affect the Company’s work or personal safety of workers and/or occupants. The Customer must notify the Company in writing of any problems with the System installation within 30 days after the installation. See Section 3 for additional details on Limited Warranty. The Customer must pay for any additions or changes to the System beyond those shown on the Proposal.
Monitoring. The Company agrees to monitor valid signals from the System for an initial term based on the Customer selection of 12, 24 or 36 months, from the date of activation of Services. The Customer agrees to pay the Company all fees due during that initial term. After the initial term, the monitoring services will automatically renew for successive monthly terms.
Once the Company receives an alarm signal, the Company will try to notify, via telephone or other electronic means, the person(s) and/or agency(s) identified on the Customer’s Notification List. However, the Company will not notify anyone if it reasonably believes that notification is not required.
The Customer agrees to give the Company a completed Notification List and to update it as necessary. The Company is entitled to rely solely on the Customer’s Notification List. The Company is not responsible for trying to contact anyone else.
The Customer understands that the System requires a communication medium to transmit any signals to the Company’s monitoring center. The Customer must purchase and maintain the communication medium(s) that the Customer desires the System to use, i.e. analog telephone line, cellular, radio, or internet communication. The Customer is responsible for maintaining all related communications equipment and power for that equipment
The Customer understands that the System is a non-supervised reporting device and no form of monitoring is error-free. If the transmission medium for delivery of alarm signals, video images, voice, or other communications from your System to the Company’s monitoring center is incompatible with the System or is inoperative, circumvented, compromised, or interrupted in any way, there is no indication of this fact at the monitoring facility. The Customer also understands that the Company is not responsible for any interruption of service due to any cause beyond the Company’s control, such as faulty communication services or any damage or destruction to the Company’s equipment or facilities. The Company is not required to supply monitoring service to the Customer while such interruption continues. If the Customer requests, however, the Company will give the Customer a pro-rata refund if the interruption lasts more than 24 hours and is due to any damage or destruction to the Company’s equipment or facilities. The Customer understands: (i) how the System communicates with the monitoring facility; (ii) that any change in the System’s communication equipment and/or service may disrupt these communications; and (iii) that for an additional fee, Customer may obtain further protection for the Premises, including alternate and redundant communication services.
If the Customer elects to receive electronic notification of signals and/or events via email, text message, app push notification, or other electronic means, the Customer understands and acknowledges that such electronic communication is subject to delay or complete failure due to factors outside the control of the Company. The Company may not know whether the notice was delivered successfully to the Customer. The Customer releases the Company from any liability resulting from the delay, malfunction, or failure of any such notice.
The Customer understands that some local municipalities require licenses or permits for the use and/or monitoring of Systems and that the Customer is solely responsible for determining and complying with such requirements. The Customer shall notify the Company of any local municipal requirements or changes that may affect the Company’s performance of services.
The Customer understands that (i) many law enforcement and fire response jurisdictions (“First Responders”) have specific requirements that must be satisfied before their personnel will respond to an alarm such as having a valid permit on file, making multiple attempts to contact Customer representatives, and/or verifying the validity of the alarm by private investigation or other electronic means; (ii) First Responders may not respond to your Premises after notice to First Responders of receipt of an alarm signal by Company unless there is independent confirmation of a crime or emergency at your Premises; (iii) if necessary, Customer is solely responsible for engaging a professional service or personal representatives to provide additional on-site verification of alarms at your Premises; (iv) all expenses related to on-site verification shall be borne by the Customer; (v) Company will make whatever efforts it feels is appropriate to verify the validity of an alarm prior to notifying First Responders such as calling, emailing, or text messaging the contacts on the Customer Notification List prior to notifying First Responders of a burglary alarm; (vi) unless required by law, Company will not notify First Responders of any alarm signal if Company receives an electronic or verbal cancel/abort code, verbal advice to disregard the alarm signal by any of your representatives on the Customer Notification List, or video images that indicate no obvious criminal activity occurring at the Premises; and (vi) Company’s efforts to notify First Responders or Customer Notification List shall be satisfied by advice electronically or by telephone to any person answering the phone at the provided numbers or by leaving a message on an automated message recording device.
The Customer acknowledges and agrees that all signals, video images, audio and voice communications, information and documentation related to the monitoring services are the sole and exclusive property of the Company and Company has the right to use, delete, erase, destroy, etc. said records at any time without notice to the Customer. Upon receipt of written request by Customer to retain any specific monitoring records prior to destruction of said records, Company will use commercially reasonable efforts to store the specific records as requested on the condition that Customer pays all fees, costs, and expenses related to the request.
Terms & Conditions
1. LIMITATION OF THE COMPANY’S LIABILITY. IF THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO ITS NEGLIGENCE, GROSS NEGLIGENCE (TO THE EXTENT PERMITTED BY INDIVIDUAL STATE LAW), OR THE FAILURE TO PERFORM ITS OBLIGATIONS IN THIS AGREEMENT, INCLUDING INSTALLING, MONITORING, REPAIRING OR TAKING OVER THE SYSTEM, IN ANY RESPECT AT ALL, THE COMPANY’S MAXIMUM LIABILITY WILL BE THE GREATER OF $5,000 OR SIX (6) MONTHS OF MONITORING SERVICE FEES PAID. THE COMPANY WILL ASSUME A GREATER LIABILITY, BUT ONLY FOR AN ADDITIONAL CHARGE TO BE AGREED UPON BY THE CUSTOMER AND THE COMPANY. IF THE COMPANY DOES SO, A RIDER WILL BE ATTACHED TO THIS AGREEMENT. THE COMPANY EXPRESSLY DENIES ALL LIABILITY FOR ANY OTHER LOSS OR DAMAGE WHICH MAY OCCUR PRIOR TO, AT OR AFTER SIGNING THIS AGREEMENT. THIS INCLUDES LIABILITY BASED ON CONTRACT, TORT, NEGLIGENCE, WARRANTY (INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) AND ANY OTHER THEORY OF LIABILITY. THIS EXCLUSION SPECIFICALLY COVERS LIABILITY FOR: LOST PROFITS; LOST OR DAMAGED PROPERTY; LOSS OF USE OF PROPERTY OR THE PREMISES; GOVERNMENTAL FINES AND CHARGES; AND THE CLAIMS OF THIRD PARTIES. ALSO COVERED BY THIS EXCLUSION ARE THE FOLLOWING TYPES OF DAMAGES: DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (DAMAGES THAT RESULT FROM AN ACT, BUT DO NOT DIRECTLY RELATE TO THE ACT) AND PUNITIVE (DAMAGES USED TO MAKE AN EXAMPLE OF SOMEONE).
THE CUSTOMER ACKNOWLEDGES THAT, FOR AN ADDITIONAL FEE, THE CUSTOMER MAY OBTAIN ADDITIONAL PROTECTION FOR THE PREMISES, INCLUDING ALTERNATE ALARM COMMUNICATION METHODS.
2. Insurance. The Customer understands that THE COMPANY IS NOT AN INSURER. The Customer is responsible for obtaining all insurance the Customer thinks is necessary, including coverage for personal injury and property damage. The payments the Customer makes under this Agreement are not related to the value of the Premises or the Customer’s possessions, but rather are based on the cost of the System and the Company’s services.
The Customer releases the Company from any liability for any event or condition covered by the Customer’s insurance.
The Customer understands that the System is designed to reduce, but not eliminate, certain risks. The Company does not guaranty that the System will prevent personal injury, unauthorized entrances or fire and smoke damage to the Premises. The Company assumes no liability for those risks.
3. Limited Warranty. (a) For 12 months from the date of this Agreement, or as long as Extended Warranty/Repair Services are purchased, the Company warrants that if any part of the System installed by the Company does not work because of a defect or because of ordinary wear and tear, the Company will repair or replace that part at no charge to the Customer. The Company may use reconditioned parts in making repairs, but the Company warrants the replacement parts only for the remainder of the warranty period.
This limited warranty does not cover batteries in wireless devices or existing system components, nor does it apply if the System has been damaged by acts beyond the Company’s control. Such acts include accidents, power surges, misuse, lack of proper maintenance, unauthorized changes or acts of God (including lightning, fires, earthquakes, tornadoes, hurricanes, floods, etc.).
The Customer must notify the Company of any problem the Customer claims the Company’s limited warranty covers within the warranty period. The Company will repair the problem as soon as it reasonably can after it receives the Customer’s notice.
(b) This limited warranty is the only warranty the Company makes, is made only if the Company installed the System, and takes the place of all other warranties whether express or implied. NO EXPRESS OR IMPLIED WARRANTIES EXTEND BEYOND THE FACE OF THIS AGREEMENT. THE COMPANY MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The Company does not promise that the System or the services cannot be compromised or that they will always provide the intended signaling, monitoring or other service. If a court decides the Company has given the Customer any implied warranty, it will extend only for the length of the limited warranty period.
Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to the Customer. This limited warranty gives the Customer specific legal rights. The Customer may also have other legal rights that vary from state to state.
4. Customer’s Protection of Company. This Agreement is intended only for the Customer’s benefit. Therefore, the Customer agrees to protect/indemnify, defend and release the Company and the Company’s related parties from liability against all third party claims or losses (including reasonable attorneys’ fees) brought against the Company which relate to the System or the services the Company provides. The Company’s related parties include the Company’s employees, agents and subcontractors.
This protection/indemnity covers claims brought against the Company by the Customer’s insurance company. It also includes claims arising under contract, warranty, negligence, or any other theory of liability.
The Customer’s duty to protect/indemnify the Company, however, does not apply to claims based on injuries to third parties or to their property that occurred while the Company’s employees were on the Premises and which were caused solely and directly by those employees.
In case of any third party claim or loss covered by the Customer’s insurance, the Customer agrees not to look to the Company or the Company’s related parties for reimbursement. The Customer waives any rights that the Customer’s insurance carrier or others claiming through the Customer may have against the Company or the Company’s related parties.
5. The Customer’s Agreements. The Customer has the authority to sign this Agreement and in doing so will not violate any other agreement. The Customer is not aware of any hazardous conditions on the Premises.
The Customer agrees to prevent false alarms and assume responsibility for them. If the Company notifies the Customer of a malfunction, the Customer will disconnect the System until the Company can repair it. In the event that the Customer is unwilling or unable to disconnect the System to prevent excessive signals from being transmitted to the Company, the Company will have the right to charge the Customer $1.00 per signal received in excess of 20 signals within a 24-hour period.
The Customer will not tamper or interfere with the System, nor permit others to do so. The Customer agrees that the Company can record and use all communications with the Customerer and/or the Customer’s representatives in the normal course of the Company’s business.
The Customer will test the System at least once a month, as well as when changes are made to its communication services or the Premises. The Customer will immediately notify the Company of any problems with the System. The Customer agrees that the Company can make program changes to the Company’s proprietary data located in the transmitting device.
The Customer will pay the Company its then-current charges for doing any work not covered by this Agreement, including paying the Company’s minimum service charge if the Company cannot enter the Premises at the scheduled time. The Customer’s obligations continue even if the Customer sells or leaves the Premises.
6. The Customer’s Default. If the Customer fails to perform its obligations, the Company will give the Customer written notice of default. If the Customer does not fix the default within 30 days, the Company can end this Agreement. If the Company ends this Agreement, the Customer must pay the Company: (a) all amounts then due; (b) 90% of the amount due the Company for the remainder of this Agreement (as an agreed-upon amount of damages and not as a penalty); and (c) the Company’s reasonable collection costs, including attorneys’ fees.
If this Agreement is ended, the Company does not have to provide any service, including monitoring, after that date. In addition, the Company can peacefully enter the Premises and remove its equipment. If the Company waives any default by the Customer, that does not mean the Company waives later defaults. Any waiver by the Company must be in writing.
The Customer grants the Company a security interest in any property the Company installs on the Premises in order to secure payment of the purchase price or performance under the lease. The Customer must return such property if it does not fully pay for it. If the Customer does not return such property, the Company will ask a court to force the Customer to do so. The Company has the rights of a secured party under the Uniform Commercial Code.
7. System Charges. The Customer agrees to obtain all licenses and pay all taxes, fines and other assessments, including sales taxes. The Company’s fees are based upon existing taxes and charges, and the Company can increase the Company’s fees to reflect changes in these taxes or charges.
After the initial Term of this Agreement, the Company can increase the Company’s fees by a cumulative annual amount of up to 8%, in addition to any increases due to taxes or charges.
8. Transfers. The Customer cannot transfer this Agreement without the Company’s consent. However, the Company can transfer this Agreement or subcontract its obligations without the Customer’s consent. If the Company does so, anyone to whom the Company transfers or subcontracts its obligations will have all of the Company’s rights. The Company is not responsible, however, for any work, including monitoring, which is done negligently by any third party.
9. Notices; Limitation on Lawsuits; Jury Trial. Unless otherwise indicated, all notices must be in writing. The Customer or the Company may end any portion of this Agreement by notifying the other party at least 30 days prior to the end of the then-current term. It is critical that the Customer give any termination notice in a timely manner.
The Customer must bring any claim against the Company within 1 year after the claim arose. If the Customer does not, the Customer has no right to sue the Company and the Company has no liability to the Customer for that claim. It is critical that the Customer bring any claim in a timely manner.
The provisions of this Agreement which apply to any claim remain in effect even after this Agreement ends. THE COMPANY AND THE CUSTOMER BOTH GIVE UP THEIR RIGHT TO A JURY TRIAL.
10. Miscellaneous. This Agreement contains the entire understanding between the Customer and the Company and replaces any other documents or discussions the Company previously had with the Customer. This Agreement is not binding on the Company until the Company or its authorized agent signs it or begins installation or service. This Agreement is governed by Colorado law. Electronic signatures are binding on the parties.
If the Company does not approve this Agreement, the Company’s only obligation is to refund any payments the Customer has made. Any equipment or services the Company provides to the Customer in the future are subject to the terms of this Agreement, as so amended. This Agreement cannot be changed except by a writing that both the Customer and the Company sign.
If any provision of this Agreement is found to be invalid, the remaining provisions are still effective. The word “including” means “including without limitation.” Except for monitoring, the Company will only do work during the Company’s normal business hours of 8:00 a.m. to 5:00 p.m. on weekdays, excluding holidays the Company observes. All schedules and attachments are a part of this Agreement.