eAlarm SOS Subscription Agreement
Last Revised: 9/14/2020
This eAlarm SOS Subscription Agreement (the “Agreement”) is a legal agreement between USA INNOVATIONS, INC. (“BASU”, “we”, “us”, or “our”) and subscriber (“you”) and govern your use of the eAlarm SOS Emergency Alarm Services, which includes the mobile application (the “Services”).
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON BOX, OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
In the event of an emergency, you should make use of any appropriate resource, which may include the Services or dialing 911 if feasible.
Subject to the terms of this Agreement and your payment of all applicable fees, BASU will make the Services available to you for your personal and non-commercial use during the period for which you have paid fees. You may not share the Services with any other person.
BASU and its licensors own all rights, title, and interest in and to the Services. No licenses other than those expressly granted hereunder are made. No assignments of intellectual property of any kind are made. BASU reserves all rights not expressly granted in this Agreement.
The Services are available for monthly or annual subscriptions only. You will be required to provide our 3rd Party Billing Software with your credit card, debit card, or other accepted payment account information to enable BASU to automatically (in advance either monthly or annually) charge your credit card, debit card, or other accepted payment account the fees associated with the Services you have selected.
By registering for the Services and agreeing to this Agreement, you hereby authorize BASU to charge your credit card, debit card, or other available payment account on file with us for the fees associated with the Services you have selected and at the times and intervals agreed to when you selected the Services. Your account will be automatically renewed for additional one month or one year subscriptions (based on your selection) until you cancel your Services.
You agree to maintain the accuracy, completeness, and effectiveness of your billing information and to immediately make appropriate changes to your account upon any changes to your billing information. Should you fail to do so, BASU will have the right to immediately terminate with 15 days final notice or cancel your access to the Services without notice to you and will have no liability to you or any third party for doing so.
All fees are exclusive of all taxes, levy or duties imposed by taxing authorities, and you shall be responsible for payment of all taxes, levies, or duties associated with your purchases hereunder.
No refunds or credits will be made under any circumstance.
4. Termination of Services and the Agreement
We can terminate this Agreement at any time. You can terminate this Agreement at any time by canceling your subscription to the Services. You can cancel your subscription to the Services by accessing the appropriate option in the mobile application (the “app”). If you choose to cancel, your cancellation will take effect at the end of the current subscription period in which you cancel. If this Agreement is terminated for any reason, you will no longer have any of the rights to the Services set forth in this Agreement. Some of the terms of this Agreement will survive termination, including “Ownership,” “Disclaimer and Limitations on Our Liability,” “Indemnification,” “Arbitration Agreement and Waiver of Certain Rights,” and “Other Provisions.”
5. Suspension of Services
If you Decide to stop your subscription after expiration of current term, you can do so by deleting your account from the menu panel within the app. To restart your Service, download the eAlarm SOS app on your device and re-register to get started.
We reserve the right to discontinue, terminate, or change the Services (including the app) at any time and for any reason, with or without notice, and without any liability to you.
6. Disclaimer and Limitations on Our Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. BASU AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS (REFERRED TO COLLECTIVELY AS “AFFILIATES”) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ABSENCE OF ERRORS, BUGS, VIRUSES, AND/OR MECHANISMS WHICH MAY DISABLE, DAMAGE, OR INTERFERE WITH COMPUTER SYSTEMS OR NETWORKS.
YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION, SOFTWARE, APPLICATIONS, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND THAT BASU AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR SUCH ERRORS. YOU ACKNOWLEDGE AND AGREE THAT BASUAND ITS AFFILIATES MAY MAKE IMPROVEMENTS AND CHANGES IN THE SERVICES AT ANY TIME WITHOUT NOTICE OR LIABILITY TO YOU.
INFORMATION YOU MAY RECEIVE FROM BASUMAY NOT BE RELIED UPON BY YOU FOR PERSONAL, SECURITY, MEDICAL, OR OTHER DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED FROM BASU IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BASU WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.
THE SERVICES ARE PROVIDED TO HELP WITH PERSONAL SAFETY, BUT YOU SHOULD ALWAYS USE COMMON SENSE AND SEEK HELP WHEN IT IS NEEDED. BASU CANNOT AND DOES NOT GUARANTEE THAT ANY EMERGENCY PERSONNEL WILL RESPOND IN A TIMELY MANNER OR AT ALL, OR THAT THE MOST APPROPRIATE PERSONNEL WILL RESPOND. ADDITIONALLY, EMERGENCY RESPONSE PERSONNEL MAY NOT RESPOND BECAUSE OF LOCAL LAWS, REGULATIONS, OR POLICIES. YOU SHOULD VERIFY THAT APPROPRIATE EMERGENCY PERSONNEL HAVE BEEN CONTACTED AND HAVE ALL INFORMATION NEEDED TO RESPOND TO THE EMERGENCY.
FURTHER, THE SERVICES MAY NOT FUNCTION IN CERTAIN AREAS OR AT CERTAIN TIMES DUE TO, AMONG OTHER THINGS, CONNECTIVITY OR WEATHER ISSUES. YOU SHOULD NOT RELY UPON THE SERVICES ALONE FOR YOUR PERSONAL SAFETY AND SHOULD ALWAYS TAKE ALL REASONABLE SAFETY PRECAUATIONS.
BASU AND ITS AFFILIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SERVICES FOR ANY PURPOSE OR THE AVAILABILITY OF ANY NETWORKS OR COMMUNICATIONS LINES OR FUNCTIONING OF ANY DEVICE NECESSARY FOR THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BASU OR ITS AFFILIATES BE LIABLE (i) FOR DAMAGES IN EXCESS OF THE GREATER OF $1,000 OR THE AMOUNTS YOU HAVE PAID US IN THE PAST TWELVE MONTHS, OR (ii) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF BASU OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent BASU may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of BASU’s liability will be the minimum permitted under such law.
You agree to indemnify, defend, and hold BASU and its Affiliates harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees of any kind (including reasonable attorneys’ fees and legal costs), arising from or relating to: (a) the use of the Services by you or anyone using your account; (b) the violation of this Agreement by you or anyone using your account; or (c) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your account. BASU reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with BASU in such defense.
8. Arbitration Agreement and Waiver of Certain Rights
You and BASU agree that we will resolve any disputes between us, other than the Excepted Matters, through binding and final arbitration instead of through court proceedings. You and BASU hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between you and BASU relating to this Agreement or the Services (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, BASU will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude you or BASU from seeking action by federal, state, or local government agencies. You and BASU also have the right to bring qualifying claims in small claims court. In addition, you and BASU retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement. The matters described in this paragraph shall be referred to herein as the “Excepted Matters.”
Neither you nor BASU may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or BASU’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of this Agreement will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Section of this Agreement will survive the termination of your relationship with BASU.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR BASU WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
9. Other Provisions
Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.
The Federal Arbitration Act (including its procedural provisions) is the law that will be applied to determine whether Section 9 (Arbitration Agreement and Waiver of Certain Rights) can be enforced and how it should be interpreted. Apart from this, this Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions.
You agree that any action of whatever nature arising from or relating to this Agreement or the Services will be filed only in the state or federal courts located in Santa Clara County, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action. Arbitration required by Section 8 shall be held in Santa Clara County, California.
If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of any other provisions.
The failure by us to enforce any right or provision of this Agreement will not prevent us from enforcing such right or provision in the future.
We may assign our rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
10. Terms Specific to Apple Users
The following additional terms apply only to users who have downloaded the Services through the Apple, Inc. (“Apple”) App Store:
- You and BASU agree that this Agreement is an agreement between you and BASU, and not with Apple, and that Apple is not responsible for the Services.
- The Services are licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with this Agreement.
- You will only use the Services in connection with an Apple device that is owned or controlled by you.
- You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
- If the Services fails to conform to any applicable warranty, you may notify Apple of such failure. Upon such notification, Apple’s sole warranty obligation to you will be to refund to you for the purchase price, if any.
- You acknowledge and agrees that the BASU (and not Apple), is responsible for addressing any claims you or any third party may have in relation to the Services.
- You acknowledge and agrees that, if any third-party claims that the Services or your possession and use of the Services infringe that third party’s intellectual property rights, BASU (and not Apple) will be responsible for investigating, defending, settling and discharging any such infringement claim.
- You represent and warrant that you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties.
- You and BASU acknowledge and agree that, in using the Services, you will comply with any applicable third-party terms of agreement that may affect or be affected by such use.
- You and BASU acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of the Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as the third party beneficiary of the Agreement.
11. Changes to this Agreement
From time to time, we may change this Agreement. If we change this Agreement, we will give you notice by posting the revised Agreement on our website or by other reasonable means. Those changes will go into effect on the “Last Updated” date shown at the top of this Agreement. By continuing to use the Services, you are agreeing to be bound by the revised Agreement.
12. Terms of Monitoring Service
The below terms encompass a separate agreement. By agreeing to this Agreement, you also agree to the below agreement.
MONITORING SERVICE. Customer hereby represents that it has contracted, or is about to contract, with the manufacturer for a personal safety app (“eAlarm SOS”) to be used by the Customer and that, in connection with such eAlarm SOS use , has also requested monitoring service of said eAlarm SOS app. Manufacturer and Customer have entered into an agreement whereby the Manufacturer will provide monitoring services for the Customer; such services to consist solely of those described herein. Manufacturer has subcontracted such monitoring services to the Central Security & Communications (the "Company") and the Company agrees to perform monitoring services solely as the subcontractor of Manufacturer upon the terms and conditions set forth in this Agreement. MANUFACTURER IS NOT OWNED OR OPERATED BY THE COMPANY AND IS AN INDEPENDENT ENTITY. CUSTOMER AGREES THAT THE COMPANY DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY ACTS OR OMISSIONS OF MANUFACTURER. The Company's sole obligation under this Agreement shall be to monitor, without liability, signals received from the eAlarm SOS app carried by the Customer. When an emergency alert signal from the eAlarm SOS is received In the Company’s monitoring facility containing the gps based co-ordinates of the Customer.the Company will telephone the proper police or fire department, paramedic unit or other authorities and the software platform will automatically send emergency alert text messages to first five available contacts on Customer's emergency call list at such number as has been provided by the Customer during registration of the eAlarm SOS app. Upon receipt of the sendGPSLOC notification from the app, the Company’s software platform will send out a live event weblink with the current GPS location of the user to the PSAP autorhities only upon request, as well as send to the first five contacts on the Customer’s emergency contact list automatically. As the eAlarm SOS app sends updated GPS location via https link to Company every 15 seconds, the weblink which connects to the Company’s monitoring platform for the current GPS location of the Customer, updates the current GPS location which the Personal Emergency Contacts and 911 response team who have requested the live link can view. Once the Customer’s App sends a pin1entry implying end of the alarm, Company will call the Customers’ personal phone number to confirm that the call is actually being closed and ask for the safekey/pin to confirm the identity of the Customer. If the Company has reason to believe that no actual emergency exists, the Company may choose not to place such calls to 911 operator. The Company may discontinue any particular response service by giving Customer written notice if required to do so by any governmental agency or the Company's liability insurance provider. MONITORING SERVICE WILL NOT BEGIN UNTIL THE COMPANY HAS RECEIVED AND APPROVED: (A) A FULLY EXECUTED COPY OF THIS AGREEMENT, (B) VALID TEST SIGNALS FROM THE SYSTEM, AND (C) ANY REOUIRED LICENSING INFORMATION.
TERM, SUSPENSION, DISCONNECTIONS. This Agreement shall continue for as long as the Manufacturer contracts With the Company for the performance of monitoring services for Customer and the Customer has not defaulted on any payment subsequently triggering a contract termination by the Manufacturer with the Customer and notified 15 days in advance of the start of a new month to the Company. In the event that (i) Manufacturer notifies the Company of its termination of service for Customer for any reason, or (ii) the Manufacturer fails or refuses to make payment for services furnished, or to be furnished, to the Customer, or (iii) if the eAlarm SOS app is not maintained in good operating condition, or (iv) in the event the agreement between Manufacturer and the Company is terminated by the Company, the Company will give the Customer at least ten (14) days’ notice of termination of such services to the Customer and, upon giving such notice, this Agreement and all the Company’s responsibilities hereunder shall come to an end as of the date fixed in such notice, unless Customer otherwise elects to have the Company continue the performance of monitoring services for Customer as outlined hereunder. The Company will not be obligated to notify Customer in the event Manufacturer terminates the agreement between this Agreement it shall be the obligation of the Customer to disconnect the transmitting device which transmits the alarm signal to the Company and the Customer shall allow the Manufacturer or an agent of the Company to deactivate the device remotely. Customer's failure or refusal to disconnect the transmitting eAlarm SOS app shall cause Customer to be liable for all loss or damage the Company may sustain including, but not limited to, the Company's inability to assign to another user of the Company's alarm monitoring service the number designation theretofore assigned to the Customer. Should Customer elect to have Company continue the performance of monitoring services, Customer must provide written notice pursuant to paragraph #13 of this Agreement to Company of same no later than ten (10) days following Customer's receipt of notice of termination of services by Company Monitoring service may hereafter be provided 10 Customer by the Company or a third-party designee of the Company upon the execution of a monitoring contract between Customer and Company, or its designee, which shall supersede and replace the former monitoring contract respecting Customer's eAlarm SOS app entered into between Customer and Manufacturer . This Agreement may also be suspended at the Company's option, should the eAlarm SOS app of the Customer become so substantially disabled or damaged that further service is impracticable, or if the rendering of such service is not possible by reason of strike, riots, floods, fires, interruption of telephone or other communication services, ruling or action of any governmental authority, acts of God, or any other cause beyond the control of the Company.
CUSTOMER'S DUTIES. The Customer agrees to use its eAlarm SOS app each and every time there will be a need for emergency alarm and 911 response to the scene. Before setting the eAlarm SOS for use, Customer agrees it will check the network coverage on the mobile phone to check if there is Network Availability in the region where the Customer is present. The Customer has the obligation of telling the Company when the eAlarm SOS app is not working.. Customer is solely responsible for notifying the Manufacturer of any changes in the persons or contact information on the Customer's emergency call list, and providing and updating all information regarding the eAlarm SOS app as necessary on the user profile for eAlarm SOS app for the Company to perform the monitoring services. The Customer understands that the Company must know and have on record basic information about the Customer's app, user personal phone number, user contact address and safekey or pin set up with the eAlarm SOS app and a optionally a written list of up to Five names and telephone numbers of those persons for whom Customer Wishes to receive notification of alarm Signals, and that the Company, in performing its obligations under this Agreement, will rely on such information provided by the Customer or the Manufacturer.
CONDITION OF EQUIPMENT. The Customer acknowledges that the eAlarm SOS app is owned by him and all responsibility for maintenance, repair, service, replacement or insurance of the phone handset which carries the app is the responsibility of the Customer and not of the Company. The Company has no responsibility for the condition or functioning of the eAlarm SOS app.
FALSE ALARMS; CHARGES; ASSESSMENTS. If the Customer's phone handset or the eAlarm SOS app is damaged to such an extent, or not functioning in such a way, that false alarms are transmitted with unreasonable frequency, the Company may choose to suspend its obligations under this contract until the Customer’s phone and app are fixed or the condition corrected. Concurrently, the Company will notify the Manufacturer of the specific eAlarm SOS app damage. If the Company elects to suspend Its obligation, it will first, to the extent it is reasonably possible to do so, notify the Customer of the suspension. The Company shall not be responsible for any fees, charges, or assessments imposed by any government authority or other persons in connection with false alarms from any eAlarm SOS app used by the Customer, and Customer agrees to indemnify the Company in connection with same
TRANSMISSION LINES; SYSTEM INTERRUPTIONS. Customer understands that, for devices which transmits signals via telephone circuit, GPS satellites, cellular and/or radio telemetry, or internet transmission, none of such services are infallible. and Customer specifically acknowledges that Company does not represent or warrant that the transmission of signals will not be interrupted, circumvented or compromised. In addition, Customer understands that cellular or radio transmissions may be impaired or interrupted by atmospheric conditions, including electrical storms, power failures or other conditions and events beyond the Company's control. IMMEDIATELY AFTER THE REGISTRATION OF THE eAlarm SOS app that uses cellular and INTERNET SERVICE, CUSTOMER MUST TEST THE device’ SIGNAL TRANSMISSION WITH THE COMPANY'S MONITORING CENTER.
EXCULPATORY CLAUSE: The Company is not assuming any liability for, and therefore, shall not be liable to Customer for, any loss, personal injury or property damage sustained by Customer as a result of burglary, theft, hold-up, fire, device failure, smoke, or any other cause, whatsoever, regardless of whether or not such loss or damage was caused by or committed to by the Company’s negligent performance, failure to perform any obligation, or strict product liability. By agreeing to monitor the Customer's eAlarm SOS app, the Company does not make any promise or representation, or express or implied warranty, that the Customer's device, the monitoring services provided by the Company, or the Company's monitoring equipment are fit for the protective service the Customer intends, nor that such protective services will provide for the protection intended. Further, the Company Will not be responsible for losses or damages suffered by a Customer caused by (i) defects or deficiencies in the eAlarm SOS app owned by the Customer, (ii) delay in response time or failure to respond by any person or authority notified by the Company according to Customer's instructions in this Agreement, or (iii) inaccuracy of any Customer information or data provided by the Customer to Manufacturer or the Company, or from the Manufacturer to the Company.
COMPANY IS NOT AN INSURER; LIMITATION OF LIABILITY. It is understood and agreed by the parties hereto that Company is not an insurer and that insurance, if any, covering personal injury and properly loss or damage to Customer shall be obtained by the Customer; that the Company is being paid to monitor a system designed to reduce certain risks of loss and that the amounts being charged by the Company are not sufficient to guarantee that no loss will occur or to assume the risk of consequential or other damages to Customer; and that the Company is not assuming responsibility for any losses which may occur even if due to Company's negligent performance or failure to perform any obligation under this Agreement. The Company does not make any representation or warranty, Including any Implied warranty or merchantability or fitness, that the eAlarm SOS app sold by the Manufacturer or service or monitoring equipment supplied or utilized by the Company may not be compromised, or that the services will provide the protection for which they are intended.
Accordingly, if, notwithstanding the above provisions, there should arise any liability on the part of the Company, such liability shall be limited to an amount equal to one-hall the annual service charge provided in the agreement between the Manufacturer and the Customer for monitoring services or $250, whichever is greater.
LIQUIDATED DAMAGES. The parties agree that in the event Customer suffers damages as a result of Company’s negligence to any degree for failure to perform any obligation, it would be impractical and extremely difficult to anticipate or fix actual damages. Therefore, Customer agrees that should there arise any liability on the part of the Company, Customer agrees to accept $250.00 or the amount provided for In paragraph 8, whichever is greater, as liquidated damages in complete satisfaction of such liability and the Company is released and discharged from any further liability.
INDEMNIFICATION AND SUBROGATION. Customer agrees to and shall indemnify and hold harmless the Company, its employees, agents and subcontractors, from and against all claims, lawsuits and demands, including those brought by third parties or the Customer and all losses, expenses and reasonable attorneys' fees, asserted against and alleged to be caused by the Company's performance, negligence or failure to perform any obligation under this Agreement. The parties agree that there are no third party beneficiaries of this Agreement. Customer waives, on its behalf and on behalf of any insurance provider, any right of subrogation and agrees to release the Company from any claims of any parties suing through Customer's authority or in Customer's name, such as Customer's insurance company, and Customer agrees to defend Company against any such claim.
ASSIGNMENT. The Customer may not assign its interest under this Agreement without written consent of the Company. The Company may NOT assign this Agreement to any other alarm company or monitoring company.
GOVERNING LAW; LIMITATION OF LAWSUITS; WAIVER OF JURY TRIAL. This Agreement shall be governed by the laws of New Hampshire without reference to its conflicts of laws principles. Any legal actions or proceedings arising out of this agreement will be brought In the State of New Hampshire. Both the Company and Customer agree that no lawsuit or any other legal proceeding connected With this agreement shall be brought or filed more than one year after the incident giving rise to the claim occurred. In addition any such legal proceeding shall not be heard before a jury. Each party hereby waives any right to a jury trial.
NOTICES. Any notices required to be given to the Company must be in writing and mailed by certified mail, return receipt requested, addressed to the Company.
ENTIRE AGREEMENT; MISCELLANEOUS. This Agreement contains the entire understanding between the parties and only representations contained herein are binding on the parties. It replaces any earlier oral or written understandings or agreements. It may only be changed by a written agreement signed by Customer , Manufacturer and Company. If Customer has given or ever gives the Manufacturer or Company a purchase order for the service which provides for different terms than this Agreement, this Agreement will govern and be controlling. THIS AGREEMENT CANNOT BE AMENDED, ALTERED OR MODIFIED BY ANY AGREEMENT ENTERED INTO BETWEEN MANUFACTURER AND CUSTOMER. THE COMPANY'S OBLIGATION TO PROVIDE MONITORING SERVICE TO CUSTOMER ARISES SOLELY FROM THIS AGREEMENT. Customer is not a third party beneficiary to any agreement between the Manufacturer and the Company. If any provision of this agreement is found to be invalid or illegal by a court, the balance of the agreement shall remain in force. This Agreement is only valid if it is Signed by an office' or authorized agent of the Company.
This Agreement is valid until canceled in writing by either party or termination of the services as outlined in paragraph 2
PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOU RECORDS AND PLEASE CHECK OUR WEBSITE FOR ANY CHANGES TO THIS AGREEMENT.