You acknowledge and understand that the Service may require utilization of your cellular phone and/ or smartwatch and its service, data access or text messaging capabilities. You are responsible for any data charges you incur through use of the Service.
1. Agreement to Provide Services. We agree to provide to you the monitoring services described in Section 2.2 below (the “Monitoring Services”), subject to your compliance with the terms of this Agreement.
2. Monitoring Services.
2.1 Provision of Monitoring Services. Monitoring Services will commence only after (i) all required information is entered into the computer system for the monitoring facility, including information regarding Responders and Premises, each as defined below (collectively, “Account Information”); and (ii) an acceptable test of the Monitoring Services is received by the monitoring You have the right to make changes to all information provided by you or for your benefit, including without limitation the names, contact data or other information of Responders, and the address and phone number for the Premises. You may designate up to two additional persons to make changes to your Account Information. All Account Information is shared with us through your Verizon account and all Account Information must be updated via your Verizon account. We do not collect Account Information directly from you.
2.2 Description of Monitoring Services. The Monitoring Services consist solely of the following: (i) an alert to the persons, entities or agencies (“Responders”) identified by you upon receipt by a monitoring facility of data or other communication from your cell phone application (“Device”); (ii) a report of an event at the location the monitoring facility inputs into their computer system (the “Premises”) that requires assistance (a “Response Condition”); (iii) following receipt of notice of a Response Condition, the monitoring facility will call the Responders; provided, however, before alerting any Responders, the monitoring facility may, in its sole and absolute discretion and without any liability, contact or attempt to contact you as frequently as it deems appropriate to verify the need to alert Responders to the Response Condition; and (iv) after receiving oral advice from you or anyone at the Premises or in possession of your Device to disregard the Response Condition, the monitoring facility may, in its sole and absolute discretion and without any liability, call the Responders, or refrain from alerting the Responders or advise the Responders of the receipt of oral advice to disregard the Response Condition. You appoint Company as your agent, in Company’s name, to give information and direction to Responders, directly or via any subcontractor of Company, as if done by you in your own right, concerning any and all matters arising out of or from the performance of Monitoring Services. We make no claims that the Monitoring Services are accessible outside of the United States.
2.3 Relationship with Verizon. The Monitoring Services are offered as an add-on feature to the Service and other products and services offered by Verizon through your Verizon account. Verizon and the Company are independent contractors; Verizon is not an agent of the Company. You acknowledge and agree that this Agreement is between you and Company, not Verizon. You agree to comply with any applicable third-party terms, including those imposed by Verizon, when using the Service.
2.4 Termination of Monitoring Services. The Company’s obligation to provide Monitoring Services shall terminate automatically as of the earlier to occur of (i) the date you cancel or terminate your subscription to the Service; or (ii) interruption of the communications system through which your Mobile Device (defined below) contacts the monitoring facility.
3. Your Obligations.
3.1 Representations, Warranties and Covenants. You represent, warrant and covenant that you will keep all Account Information accurate, and to promptly update your Account Information if any of your Account Information changes.
3.2 Restrictions on Use of Monitoring Services. You understand, acknowledge and agree that certain laws, rules, regulations and ordinances of governmental authorities may affect your right or ability to use the Monitoring Services. Your permitted use of the Monitoring Services is limited to personal, non-commercial use. You are not granted any rights in or to the Monitoring Services, any services or any information provided on or through the Monitoring Services, other than the limited right to use the Monitoring Services in accordance with this Agreement.
3.3 Responders. You must provide prompt access to the Premises to Responders. If you fail to provide access, Responders may use forcible means to enter the Premises, which may result in damage to the Premises, all of which damage, cost and expense shall be borne solely by you. Company has no control over Responders, including their response times. You hereby release Company and the Company representatives for and from all claims, losses and damages that may arise from any forced entry or any delayed response by Responders.
3.5 Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your breach of this Agreement; (ii) your use of the Monitoring Services, including, but not limited to, your use of information obtained from the Monitoring Services, your connection to the Monitoring Services, and any activity related to access to or use of your account by you or any other person; (iii) your violation of any third party right, including without limitation any intellectual property or privacy rights; or (iv) your violation of applicable law. The Company reserves the right, in its discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses, and you will reimburse us for all costs incurred in our assumption of the defense.
4. Limitations on Company’s Liability and Responsibilities.
4.1 Connectivity. Due to the potential for service interruption or outages on phone service, internet service or mobile phone systems or other communication systems, none of which are within the control of the Company, your connection to the monitoring facility is not guaranteed. In addition, the Company will have no liability to you: (i) when your smartphone or wearable (“Mobile Devices”) is out of the service area of the network provider; (ii) if the Get Help/SOS Button on your Mobile Device is reprogrammed so that it does not call 911 or the Company’s monitoring center; or (iii) if emergency responders are unable to locate you because your Mobile Device does not have a GPS or remote tracking device. Subscribers who use cable or Voice over Internet Protocol (VOIP) for their service are subject to additional consistency and reliability issues. The Company is not responsible for, and shall have no liability with respect to, service interruption, outages or failure of your telephone service.
4.2 Not Insurance. Company is not an The Monitoring Services are premised and conditioned upon Company's limitation of liability and other rights arising under the risk allocation clauses contained in this Agreement. Accordingly, you should maintain insurance in an amount and with coverages sufficient to provide full and complete coverage for any loss, damage or expense that may be sustained by you, your family or others who may be on or adjacent to the Premises, including medical insurance, disability insurance, life insurance and property insurance.
4.3 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE OR THE MONITORING SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, INCLUDING ANY AND ALL DAMAGES RESULTING FROM: (I) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) CONDUCT OF ANY RESPONDER; OR (IV) ANY OTHER MATTER RELATING TO THE MONITORING SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE MONITORING SERVICES IS TO STOP USING THE MONITORING SERVICES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
4.4 Disclaimer. YOUR USE OF THE MONITORING SERVICES IS AT YOUR OWN RISK. UNLESS EXPLICITLY PROVIDED OTHERWISE HEREIN, THE MONITORING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE MONITORING SERVICES. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE MONITORING SERVICES OR ANY SERVICES OBTAINED THROUGH THE MONITORING SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
4.5 Suspension or Interruption of Service. All of the Company's obligations are automatically suspended without notice to you and you hereby waive all claims and release Company for all liability, loss, damage and expense: (i) in the event of a breach of this Agreement by you, or (ii) if the monitoring facility, the Service, your phone lines (landline or mobile) or internet connections or the Monitoring Services are destroyed, damaged, inoperable or malfunction for any reason In each such event, the duration of such suspension shall be until the reason for the suspension is cured, without penalty to the Company.
5. Disputes, Controversies and Claims.
5.1 Mediation; Arbitration; No Class Action Claim. If any controversy or claim arises out of or relates to this Agreement or the breach thereof, the parties agree first to try in good faith to settle the dispute by mediation using any mediator as may be mutually agreed by the If the parties do not resolve the controversy or claim through mediation within 60 days, then either party that elects to pursue such controversy or claim shall, upon notice to the other, submit the controversy or claim, including without limitation any issues arising from any claims under the Agreement or the requirement for arbitration, and all related questions or differences, to binding arbitration using the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. No arbitration under this Agreement may be maintained on behalf of a “class” of plaintiffs or multiple customers. The parties shall mutually agree to a single arbitrator; if they cannot agree on the identity of an arbitrator within 60 days after the notice of arbitration is received, either party may submit a request to the AAA to appoint an arbitrator. The arbitration may take place by phone or other electronic means and shall be governed by the laws of the State of Delaware. The U.S. Arbitration Act shall govern the interpretation, enforcement and proceedings pursuant to the arbitration clause in this Agreement. The arbitrator’s order must be consistent with the provisions of this Agreement.
5.2 Waiver of Jury Trial; Venue. If for any reason the arbitration provisions of Section 5.1 are not applicable or not enforceable, you and Company each waive the right to trial by jury in any suit, action or other legal proceeding in connection with this Agreement. This jury trial waiver cannot be revoked. Any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of record or the courts of the United States located in the district or county where the Company's principal place of business is located. You and Company each consent to the exclusive jurisdiction and venue of each such court in any such suit and waive any objection you may have to jurisdiction or venue of any such suit.
6.1 Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware without reference to its conflicts of law rules.
6.2 Assignment. This Agreement is not assignable by you. This Agreement or any portion thereof is freely assignable by Company in its sole discretion.
6.3 No Waiver of Breach. Any waiver of any breach of this Agreement, by you or the Company, must be in writing shall not be construed as a waiver of any subsequent breach. Your rights and Company's rights hereunder shall be cumulative, and any rights hereunder may be exercised concurrently or consecutively and shall include all remedies available even though not expressly referred to herein.
6.4 Valid Agreement. If any provision of this Agreement, or its application to any circumstances, be held illegal, invalid or unenforceable to any extent, the validity and enforceability of the remainder of the provision and this Agreement, or of such provisions as applied to any other circumstances, shall not be affected thereby, and shall remain in full force and effect as valid, binding and continuing. Following any termination of this Agreement, Sections 3.6, 4, 5 and 6 of this Agreement shall survive termination and continue to apply to you and the Company.
6.5 Contractual Limitation of Actions. All claims, actions or proceedings by or against Company or Representatives must be commenced within one (1) year after the cause of action has accrued, without extension of time, or said claim, action or proceeding is
6.6 Headings; Interpretation. The paragraph titles used herein are for convenience of the parties only and shall not be considered in construing the provisions of this Agreement. In this Agreement, the word “including” is not a word of limitation but means “including, without limitation or example.” The interpretation of this Agreement shall not be construed against the drafter.
6.7 Electronic Media. A copy of this Agreement transmitted and delivered by original, scan or e-mail shall be originals for all purposes. We may scan or convert this Agreement into an electronic or digital file and a copy of this Agreement printed from such file shall be given the same legal force and effect as the original.
6.8 Integrated Agreement; Modifications. This Agreement contains the entire agreement between you and us concerning the service and Monitoring Services to be provided to you and supersedes all prior or current negotiations, commitments, contracts, express or implied, warranties, express or implied, statements and representations, written or oral, pertaining to such matters, all of which are merged into this Agreement. NO PERSON ACTING ON THE COMPANY’S BEHALF HAS ANY AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, "INDUCEMENT") NOT EXPRESSLY STATED IN THIS AGREEMENT. BY USING THE MONITORING SERVICES, YOU REPRESENT THAT YOU ARE NOT RELYING ON ANY INDUCEMENT THAT IS NOT EXPRESSED IN THIS AGREEMENT.
6.9 Amendments. From time to time, upon notice to you, we may modify this Agreement. Your continued use of the Monitoring Services after the date specified in the notice shall constitute your acceptance of the amended Agreement and you shall thereafter be bound by the terms of this Agreement as so amended.
6.10 Severability. The invalidity or unenforceability of any provision in this Agreement shall in no way affect the validity or enforceability of any other provision.
6.11 Notices. Any notice under this Agreement may be provided by a party to this Agreement in written format, whether delivered by U.S. Post Office, FedEx or other delivery service or by electronic means to the email address or other electronic address or mobile device number set forth in your Account Information.