Omni-Watch Systems, a division of
Rapid Response Systems, Inc.
SUBSCRIBER SERVICES AGREEMENT
This Agreement is made between Rapid Response Systems, Inc. (the “Company”) and you (the “Customer”). This Agreement covers the System listed on the Installation Work Order (“IWO”) or any system the company’s Authorized Dealer (the “Dealer”) takes over from another company (the “System”) and any service requested below for the following location (the “Premises”). The Company has written this Agreement in simple, easy-to-read language because it wants the Customer to understand it. Please feel free to ask any questions.
THE FOLLOWING SPECIFIC TERMS APPLY WHEN THEY ARE REQUESTED AND/OR A CHARGE FOR THEM IS SHOWN WITH YOUR ORDER:
A. Website Interface Access. The Company agrees to provide the Customer with access to its established User Interface Website for viewing live and recorded video images. The Customer will provide the Company with a USER NAME and PASSWORD for the purpose of identification and login access.
B. Video Image Storage. The Company agrees to store video images transmitted from the Premises listed above to its data storage facility. The Company shall make these stored images available to the Customer through its established website. The Customer shall provide the Company with a User Name and Password for the purpose of identification and login access. The minimum storage capacity for storing transmitted video images is 7 days. The actual temporal amount of storage will vary, depending on the amount of video images transmitted from the Customer’s Premises. All video image storage shall be performed using a “RECYCLE” method, with the most recently transmitted images replacing the oldest transmitted images upon the storage capacity being reached. Neither the Company nor the Dealer shall be responsible or liable for lost video images due to circumstances beyond their control, as outlined later herein.
TERM. The Company agrees to provide the services requested above for an initial term of 30 days from the date of this Agreement. The Customer agrees to pay the Company the TOTAL MONTHLY CHARGE listed above in advance no later than the first (1st) day of each calendar month. If payment is not received by the Company as specified above, the Company may disable the Customer’s service, and the Customer shall be charged a reconnection fee. Upon receipt of all late charges, the Company shall restore the Customer’s service. After the initial term, this Agreement shall renew on a month-to-month basis.
THE CUSTOMER UNDERSTANDS THAT THE COMPANY CANNOT WARRANT OR GUARANTEE THAT THE SERVICES PROVIDED IN ACCORDANCE WITH THIS AGREEMENT ARE ERROR-FREE. The Customer also understands that the Company is not responsible for interruption of service due to any cause beyond its reasonable control, such as faulty communication lines or Internet connection cables, or any damage or destruction to the Company’s equipment or facilities. The Company is not required to provide service to the Customer while such interruption continues. The Customer may request from the Company a pro-rata refund if the interruption lasts more than 24 hours and is due to any damage to or destruction of equipment or facilities.
1. LIMITATION OF THE COMPANY’S LIABILITY. 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 OR 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, AND CONSEQUENTIAL (DAMAGES THAT RESULT FROM AN ACT, BUT DO NOT RELATE DIRECTLY TO THE ACT) AND PUNITIVE (DAMAGES USED TO MAKE AN EXAMPLE OF SOMEONE).
2. Insurance. The Customer understands that THE COMPANY IS NOT AN INSURER. The Customer is responsible for obtaining all the 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 understands that the System is designed to reduce, but NOT eliminate, certain risks. The Company does not guarantee that the System will prevent personal injury, unauthorized entrances, and any sort of damage to the Premises. The Company and Dealer assume no liability for those risks.
3. Limited Warranty.
(a) For 90 days from the date Final Equipment Payment of this Agreement, the Company warrants that if any part of the System (excluding components installed by the ISP or other
third parties such as DSL modems or routers) does not work because of a defect or because of normal wear and tear, the Company will replace that part at no charge to the Customer. The Company may use reconditioned parts in making replacements, but the Company warrants the replacement parts only for the duration of the warranty period.
This limited warranty does not cover batteries, 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, loss or failure of media maintained by third parties used to transmit or receive signals or images, or acts of God (such as fire, floods, winds, earthquakes, lightening, etc.).
The Customer must notify the Company of any problem the Customer claims the Company’s warranty covers within the warranty period. The Company will replace the components as soon as it reasonably can after it receives the Customer’s notice.
(b) This limited warranty is the only warranty the Company makes 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, transmission 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 implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation 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 third parties from liability from all third-party claims or losses (including reasonable attorney’s fees) brought against the Company or its related third parties which relate to the System or the services the Company provides. The Company’s related third parties include the Company’s employees, agents, contractors, Dealers, 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 theory of liability.
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 third 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. At no time shall the Customer’s liability under this section exceed $250.00.
5. The Customer’s Agreements. The person executing this Agreement on behalf of the Customer has the authority to sign this Agreement on behalf of the Customer, and, in so doing, will not violate any other agreement. The Customer is not aware of any hazardous conditions on the Premises. If the Company notifies the Customer of a malfunction, the Customer agrees to disconnect the System until it can be repaired. The Customer will not tamper or interfere with the System, nor permit others to do so. The Customer agrees that the Company can record all communications with anyone at the Premises in the normal course of the Company’s business. The Customer agrees to test the System at least once a month, as well as when any changes or modifications are made to the System or any communications media, including DSL or communication lines, or the Premises. The customer will immediately notify the Company of any problems with the System. The Customer agrees that the Company may make changes to the Company’s proprietary data located in the transmitting device.
The Customer will pay the Company its then-current charges for performing any functions or services not covered by this Agreement. 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 or cure the default within 30 days, the Company can end this Agreement. If the Company ends this Agreement, the Customer must pay the Company: (a) 80% 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 (b) the Company’s reasonable collection costs, including attorney’s fees. If this Agreement is ended, the Company does not have to provide any services specified in this Agreement after that date. If the Company waives any default by the Customer, it does not mean the Company waives later defaults. Any waiver by the Company must be IN WRITING.
7. System Charges. The Customer agrees to obtain any and all necessary licenses and pay all taxes, fines, and other assessments, including sales taxes. The Company’s fees are based on existing taxes and charges, and the Company can increase fees to reflect changes in these taxes or charges. After the initial term of this Agreement, the Company may annually increase charges up to 10% without notice, in addition to any increase in taxes or charges.
All monthly service charges specified herein are due IN ADVANCE of provision of services. If the Customer has not paid monthly charges, as specified herein, by the first day of the month, the Company may disconnect the Customer’s service. In the event the Customer’s service is disconnected, the Company may charge the Customer an administrative fee to process late payments and a reasonable reconnection fee. In addition, the Customer agrees to pay the Company’s reasonable collection costs, including attorney’s fees.
8. Transfers. The Customer cannot transfer this Agreement to an unrelated entity without the Company’s consent, which will not be unreasonably withheld. The Company can transfer this Agreement, or subcontract its obligations upon 30 days written notice to the Customer. Customer may, at its option, cancel this Agreement, upon 30 days written notice to Company, in the event it objects to such transfer. Failure by Customer to so cancel shall be considered as consent by Customer to such transfer. If the Company does so, anyone to whom the Company transfers or subcontracts its obligations will have all of the Company’s rights and obligations hereunder. The Company is not responsible, however, for any work, including Video Image Storage, which is done negligently by any third party.
9. Notices; Limitations 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 or Dealer 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 that apply to claim remain in effect after this Agreement ends. All parties hereto shall attempt in good faith to resolve any dispute promptly by negotiation between the parties. Any party may give the other parties written notice of any dispute not resolved in the ordinary course of business, whereupon the parties shall endeavor to settle the dispute by mediation conducted in Dallas, Texas, using a mediation procedure and independent mediator mutually agreeable to the parties, or, failing such agreement, the mediation shall be conducted by the American Arbitration Association (“AAA”) under its Service Contract Mediation Rules.
10. Security of Data. The Company will take all commercially reasonable steps to maintain the security of Customer’s images and other data. Customer acknowledges, however, that there is no guarantee of absolute security of information that is communicated over the Internet, and that the Company may make changes as it deems necessary to improve security of information and data over the course of this Agreement.
11. 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 the laws of the State of Texas.
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 writing that both the Company and the Customer may 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 Video Image Storage and Internet Access, the Company perform all work during the Company’s normal business hours of 9:00AM to 5:00PM on weekdays, excluding holidays the Company observes. Emergency service is available at an additional charge. All schedules and attachments are a part of this Agreement.
All correspondence directed to the Company should be mailed to Rapid Response Systems, Inc., P.O. Box 452675, Garland, TX 75045-2675. The Company’s telephone number is (866) 511-4800.