SECURITY DEVICES AND SIGNAL RELAY AGREEMENT
THIS AGREEMENT WAS MADE ON THE DATE STATED BELOW BY AND BETWEEN RESIDENCE CONTROL LTD dba M2M Services, A BULGARIAN LIMITED LIABILITY COMPANY, HEREINAFTER CALLED "VENDOR," AND "ALARM COMPANY" (AS DEFINED HEREIN). ALARM COMPANIES BY TYPING HIS OR HER NAME IN THE ELECTRONIC SIGNATURE BOX AND CLICKING "I AGREE" CERTIFIES AND AFFIRMS 1) HE OR SHE HAS THE AUTHORITY TO BIND ALARM COMPANY TO THIS AGREEMENT 2) CLICKING "I AGREE" WILL SERVE AS THE LEGALLY BINDING SIGNATURE OF ALARM COMPANY 3) HE OR SHE ACKNOWLEDGES (PRIOR TO SIGNING) HE OR SHE HAS REVIEWED AND UNDERSTOOD THIS AGREEMENT IN ITS ENTIRETY, AND 4) HE OR SHE INTENDS FOR ALARM COMPANY TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
WITNESSETH: That for the consideration and covenants specified herein, and on any Readers hereto, the parties do, for themselves, their successors, and permitted assigns mutually agree:
1. EQUIPMENT, INSTALLATION, AND SERVICE: Vendor provides, directly or through various alarm equipment distributors, Cellular Alarm Communicators and Cellular Alarm Panels, together with related and other products, hereinafter referred to as a "Product" or "Products". Alarm Company agrees to install the Products and any other equipment according to the Vendor's written instructions (found on support.m2mservices.com) to the Alarm Company Subscriber's alarm system (collectively called the "System"), and to fully test the System prior to its use. Alarm Company agrees that he or she has the technical expertise to properly install, test and provide subsequent maintenance of the Products and any other equipment, according to all applicable legislation.
2. RELAYED ALARM SIGNALS: Alarm Company acknowledges that Vendor also acts as a Common Carrier, and upon receipt of an alarm signal data from the Alarm Company Subscriber's premises, received at Vendor's data facility, Vendor shall make every reasonable effort to retransmit the alarm signals promptly through electronic means, to the persons or entities listed by Alarm Company on Vendor's on-line administrative platform. If Alarm Company elects some or all signals to report to Alarm Company's alarm monitoring facility (whether self-owned or a third party), a response to an alarm system's signal will be handled by the alarm monitoring station of Alarm Company's choice. In addition, some or all signals may be programmed to be relayed directly to Alarm Company, Alarm Company's representatives, and/or Alarm Company's Subscriber(s) listed in Vendor's database; and such signals will be relayed by electronic means through email, push notifications to a cellular telephone (collectively called "Notifications"). Programming selections of Notifications are the sole responsibility of the Alarm Company or the Subscriber, if Alarm Company provides permissions to its Subscriber(s).
3. TERM: The term of this Agreement is 12 months. This Agreement shall automatically renew for successive twelve-month term, unless either party gives the other party written notice of intent to terminate service under this Agreement, which notice shall be given to the other party at least thirty (30) days prior to the end of any term. Charges for relay services are either yearly, payable directly to Vendor, or monthly - payable to the Monitoring Station (whether self-owned or third party). There are no fractions for the monthly charges – irrespective the date from which a Product is on-line, it shall be charged for the entire month.
4. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES: TO THE EXTENT PERMITTED BY LAW, EACH PARTY MAKES NO EXPRESS OR IMPLIED WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. VENDOR DOES NOT REPRESENT NOR WARRANT THAT THE PRODUCTS, EQUIPMENT, AND/OR SERVICE (THE SYSTEM) HEREIN DESCRIBED MAY NOT BE COMPROMISED OR CIRCUMVENTED; THAT THE SYSTEM WILL PREVENT ANY LOSS BY BURGLARY, HOLD UP, FIRE, PHYSICAL INJURY, MEDICAL CONDITION OR ILLNESS, OR OTHERWISE; OR THAT THE SYSTEM WILL IN ALL CASES PROVIDE THE DETECTION, RELAY SERVICES, OR RESPONSE FOR WHICH IT IS INTENDED. ALARM COMPANY ASSUMES ALL RISK OF LOSS AND/OR DAMAGE TO ALARM COMPANY 'S AND/OR SUBSCRIBER'S PREMISES AND THE CONTENTS THEREOF, OR INJURY OR DEATH TO ANY PERSON. ALARM COMPANY UNDERSTANDS AND AGREES THAT VENDOR IS NOT AN INSURER; THAT INSURANCE, IF ANY, SHALL BE OBTAINED BY ALARM COMPANY; THAT THE PAYMENTS PROVIDED HEREIN ARE BASED SOLELY ON THE VALUE OF THE SERVICES SET FORTH HEREIN AND ARE UNRELATED TO THE VALUE OF ALARM COMPANY'S SUBSCRIBER'S PREMISES OR PROPERTY LOCATED ON SUCH PREMISES. EACH PARTY REPRESENTS THAT IT HAS NOT RELIED ON ANY STATEMENT, REPRESENTATION, ACTION, OR OTHER CONDUCT BY THE OTHER PARTY IN ELECTING TO ENTER INTO THIS AGREEMENT, AND THAT ABSENT SUCH REPRESENTATION THE OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT. ALARM COMPANY AGREES THAT ANY AFFIRMATION OF FACT OR PROMISE MADE BY VENDOR SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY; THAT ALARM COMPANY IS NOT RELYING ON VENDOR'S SKILL OR JUDGMENT IN SELECTING OR FURNISHING A SYSTEM SUITABLE FOR ANY PARTICULAR PURPOSE; AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE CONTAINED IN THIS AGREEMENT. BECAUSE IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES, IF ANY, WHICH MAY RESULT FROM EITHER PARTY'S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS HEREIN (INCLUDING WITHOUT LIMITATION THE EQUIPMENT, MONITORING, OR RELAY SERVICE), OR THE FAILURE OF THE SYSTEM OR EQUIPMENT IN ANY RESPECT WHATSOEVER, OR THE FAILURE OF ANY SYSTEM, SERVICE, PERSON, OR ENTITY TO RESPOND TO A SIGNAL OR TO NOTIFY ANY PERSON OR ORGANIZATION, DUE AMONG OTHER THINGS TO THE NATURE OF THE SERVICES TO BE PROVIDED HEREUNDER, THE UNCERTAIN VALUE OF ALARM COMPANY'S SUBSCRIBER'S PREMISES OR PROPERTY KEPT ON SUCH PREMISES WHICH MAY BE AFFECTED BY SUCH EVENTS, THE UNCERTAINTY OF THE RESPONSE TIME OF ANY PERSON OR ENTITY RECEIVING A SIGNAL OR MESSAGE HEREUNDER, AND TO THE DIFFICULTY OF ESTABLISHING A CAUSAL CONNECTION BETWEEN ANY SUCH FAILURE AND ANY SUCH DAMAGES, THEREFORE, IF, NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, ANY LIABILITY IS IMPOSED ON EITHER PARTY, BOTHE PARTIES AGREE TO HOLD HARMLESS THE OTHER PARTY. EACH PARTY ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT, ALL OF THE LIMITATIONS AND DISCLAIMERS HEREIN RELATING TO THE OTHER PARTY'S LIABILITIES SHALL SURVIVE SUCH TERMINATION. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL NOT APPLY WITH RESPECT TO THE PAYMENT OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR TO DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
5. AUTHORIZED PERSONNEL: Alarm Company shall authorize those persons that have access to alarm records to establish a unique username and password to access Vendor's website. Data programming for such relay of alarm signals to a third party and electronic Notifications, including an Alarm Company provided toll-free telephone number to Alarm Company 's selection of an alarm monitoring company's alarm receiver, Alarm Company 's and its Subscriber's telephone contacts, email addresses, and text services, are the sole responsibility of the Alarm Company. All Notification original data, including updates, shall be made by the Alarm Company utilizing the Vendor password protected website portal.
6. ALARM COMPANY'S RESPONSIBILITY: Alarm Company agrees to pay Vendor, in advance, the monthly charges provided in Alarm Company 's Schedule of Services (subject to adjustment as provided in paragraph 15), in the manner set forth herein, during the term of this Agreement (as it may be extended). All recurring amounts shall be electronically billed by Credit Card or transferred with Bank Wire. Alarm Company agrees to instruct and provide written operational instruction to each of its alarm Subscribers on how to properly operate and test the Subscriber's alarm system according to the procedure prescribed by the equipment manufacturer, which will help ensure maximum effectiveness of the System. Because Alarm Company and Vendor may not become aware of any defects in the System unless it is periodically tested, Alarm Company agrees to require its Subscriber test the System weekly, in accordance with applicable instructions. Alarm Company agrees to notify Vendor promptly in the event Alarm Company needs additional instruction on testing or use of the System. In the event any defect in the operation of the System develops, Alarm Company agrees to notify Vendor of such defective condition as soon as reasonably possible. Alarm Company is responsible for shipping any defective equipment to Vendor for repairs. It is highly recommended that Alarm Company advise the Subscribers on where the Subscriber can obtain an uninterruptable power supply (UPS) to power the Internet modem, router, and any other device that is critical to be functioning properly so that Internet alarm transmissions are not interrupted by a power failure.
7. FALSE REPORTS AND ALARMS: In the event a fine, penalty, or fee shall be assessed against Vendor by any governmental agency as a result of any false alarm or violation originating from Alarm Company's Subscriber's premises, Alarm Company agrees to reimburse Vendor for payment of the said false alarm fine, penalty or fee. In addition, in the event a false alarm originates from Alarm Company's Subscriber's premises and the System was intentionally, knowingly, or negligently activated when no emergency condition existed or the applicable instructions for operating and maintaining the System were not followed, such action shall be considered a material breach by Alarm Company, and Alarm Company shall indemnify and hold Verizon harmless for any costs or expenses incurred by Vendor, directly or indirectly, as a result of such false report.
8. TERMINATION AND BREACH: Vendor reserves the right to terminate this Agreement for any reason whatsoever by thirty (30) day notice given to Alarm Company. Amounts owed Vendor by Alarm Company greater than thirty (30) days past due shall cause a material breach of Agreement and such services herein are subject to immediate termination.
9. EVENTS OUTSIDE VENDOR'S REASONABLE CONTROL: Vendor shall not be liable for failure to perform its obligations hereunder or for any interruption of service at any time due to strikes, riots, floods, storms, earthquakes, fires, power failures, insurrection, interruption of or unavailability of telephone or Internet service or equipment, acts of God or any other cause beyond the reasonable control of Vendor, including without limitation (i) Vendor's monitoring facility, Internet, connecting wires, radio repeater facilities, or other equipment, malfunctioning, having been damaged or destroyed by fire or other catastrophe or by any other means or (ii) Vendor being unable to either secure or retain the connections, licenses or privileges necessary for the transmission of signals between Alarm Company's premises and Vendor's monitoring facility or between Vendor's monitoring facility and any persons or entities listed by the Alarm Company on Vendor's Emergency Notifications page; and Vendor will not be required to supply service to Alarm Company while any interruption of service due to any such cause shall continue.
10. VENDOR'S OBLIGATION: Vendor's obligation hereunder, following Alarm Company's successful installation of the Products to Alarm Company's System, relates solely to the signal relay monitoring of the specified System. Vendor is not obligated to maintain, repair, or to assure operation of any property, System, or any devices of Alarm Company, the Subscriber, or of others to which Vendor's System may be attached, nor to repair or redecorate any portion of Alarm Company's premises upon removal of all or part of the System. Alarm Company understands that Vendor will not send any personnel to Alarm Company's Subscriber's premises in response to any alarm received and that Vendor does not represent that anyone contacted by Vendor will respond to such contact. Alarm Company releases Vendor from any responsibility or liability for any failure or delay in so relaying such signals. Alarm Company understands that alarm system manufacturers and equipment suppliers offer several levels of alarm systems, that the equipment listed herein, and the System have been chosen by Alarm Company and its Subscriber after considering and balancing the levels of detection afforded by various types of systems and related costs.
11. DUAL-PATH CELLULAR AND LAN COMMUNICATORS: Alarm Company shall have within its written Subscriber monitoring service agreement with each Subscriber the requirement for the Subscriber to furnish the System and Products with the proper communication broadband Internet service to enable signals to be transmitted when DUAL-PATH COMMUNICATORS are utilized. Alarm Company acknowledges that this involves use of a non-supervised telephone or satellite facilities; that the System and Internet Products utilizes the Alarm Company subscriber's broadband Internet lines which are wholly beyond the supervision and control of Vendor, and are maintained and serviced by the applicable telephone, satellite, or Internet supplier; that in the event Alarm Company's telephone line fails or is cut, or satellite service interrupted, the System will not communicate alarms to Vendor's relay monitoring facility. Cellular communicators are less susceptible to outages due to these aforementioned failures. Cellular Products may be used alternatively or in addition to the Internet Products to increase the level of monitoring integrity. If cellular technology is used, Alarm Company acknowledges that this involves use of non-supervised cellular facilities; that the System utilizes the cellular networks which are wholly beyond the supervision and control of Vendor and are maintained and serviced by the applicable wireless telephone or satellite supplier. Alarm Company also acknowledges that in some state and local jurisdictions, that fire alarm signal monitoring must be performed by UL or FM listed equipment, and that the Products which are not listed for this purpose, should only be used in addition to listed equipment as an auxiliary device.
12. PERMIT TO OPERATE ALARM SYSTEM: Alarm Company acknowledges that in some local areas it is a requirement to obtain a permit or license to install and/or operate an alarm system. Alarm Company agrees to secure any permit or license that might be required, and Alarm Company acknowledges that the cost, if any, of the permit or license will be borne by Alarm Company, along with any additional charges that might be imposed on Alarm Company. Alarm Company agrees to maintain any such permit or license during the term of this Agreement and for any renewals of this Agreement.
13. TAXES; INCREASE IN CHARGES AND MONTHLY PAYMENTS: Alarm Company additionally agrees that Vendor may, at its option and upon thirty (30) days written notice to Alarm Company, increase service fees and at any time after the expiration of one year from the date of signing of this Agreement, and at any time thereafter, provided that there shall be no more than one such increase during any twelve (12) month period. Each such increase shall be in an amount no greater than ten percent (10%) of the monthly charges for service last in effect prior to such increase. Vendor may at his own discretion decide to temporarily or permanently suspend connectivity services for some or all of Alarm Company’s accounts, should the Alarm Company fail to pay the fees due.
14. ATTORNEY'S FEES: In the event it shall become necessary for Vendor to institute legal proceedings to collect unpaid charges as set forth herein, including any other service that was rendered in connection with the System, then and in such proceedings the unsuccessful party shall pay to the successful party reasonable attorneys' fees where permitted by law.
15. ASSIGNABILITY: This Agreement may not be assigned by Alarm Company without first obtaining the prior written consent of Vendor. Vendor has the unlimited right to assign part or all of this Agreement without Alarm Company's consent.
16. COMPLETE AGREEMENT: Any representation, promise, condition, inducement or warranty, express or implied, unless contained in writing in this Agreement, shall not bind either party, and the terms and conditions hereof apply as printed or available on Vendor's website without alterations or qualifications except as specifically agreed to in writing by the Vendor and Alarm Company. It is understood and agreed by the parties that if there is any conflict between this Agreement and any other document, this Agreement will govern, whether such other document is prior to or subsequent to this Agreement. This Agreement may be amended only in a writing signed by each party.
17. LICENSE OF ALARM COMPANY: Alarm Company agrees to maintain the necessary state and/or local licenses in order to operate a security systems installation and monitoring firm.
18. RECEIPT OF COPY(IES): Alarm Company acknowledges receipt of copy of this Agreement.
19. SUBSCRIBER SERVICE AGREEMENTS. Alarm Company agrees that it will have a written agreement with each Subscriber, and such agreement will carefully and accurately set out the services of the Products, and will have limits of liability and warranty, and testing requirements, substantially similar to, and not less favorable to Vendor than, those contained in this Agreement.
20. ALARM COMPANY REPRESENTATION OF PRODUCT. Alarm Company agrees to represent to its potential customers and/or Subscribers the Products accurately. The features of the Products can be found on M2M Services website (www.m2mservices.com). Alarm Company will take immediate action to correct any inaccuracy that Vendor discovers and then notifies the Alarm Company.