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which Company should not under any circumstances be held responsible or <br />liable; that the equipment furnished for Personal Emergency Response <br />Services is not foolproof and may experience signal transmission failures or <br />delays for any number of reasons, whether or not our fault or under Company's <br />control; that the actual time required for medical emergency providers to arrive <br />at the premises and/or to transport any person requiring medical attention is <br />unpredictable and that many contributing factors, including but not limited to <br />such things as telephone network operation, distance, weather, road and traffic <br />conditions, alarm equipment function and human factors, both with responding <br />authorities and with Company, may affect response <br />18. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP <br />AND MATERIAL, EXCLUDING MONITORING SERVICES, FURNISHED <br />UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A <br />PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING. <br />Where Company provides product or equipment of others, Company will <br />warrant the product or equipment only to the extent warranted by such <br />third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY <br />DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT <br />NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY <br />OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE <br />SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR <br />EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO <br />WARRANTY OR REPRESENTATION, AND UNDERTAKES NO <br />OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS <br />AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR <br />EQUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE <br />PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER <br />31,1999. <br />19. Taxes, Fees, Fines, Licenses, and Permits. Customer agrees to pay all <br />sales tax, use tax, property tax, utility tax and other taxes required in <br />connection with the equipment and services listed, including telephone <br />company line charges, if any. Customer shall comply with all laws and <br />regulations relating to the equipment and its use and shall promptly pay when <br />due all sales, use, property, excise and other taxes and all permit, license and <br />registration fees now or hereafter imposed by any government body or agency <br />upon the equipment or its use. Company may, without notice, obtain any <br />required permit, license or registration for Customer at Customer's expense <br />and charge a fee for this service. If Customer fails to maintain any required <br />licenses or permits, Company shall not be responsible for performing the <br />services and may terminate the services without notice to Customer. <br />20. Outside Charges. Customer understands and accepts that Company <br />specifically denies any responsibility for charges associated with the <br />notification or dispatching of anyone, including but not limited to fire <br />department, police department, paramedics, doctors, or any other emergency <br />personnel, and if there are any charges incurred as a result of said notification <br />or dispatch, said charges shall be the responsibility of Customer. <br />21. Insurance. Customer shall name Company, its officers, employees, <br />agents, subcontractors, suppliers, and representatives as additional insureds <br />on Customer's general liability and auto liability policies. <br />22. Waiver of Subrogation. Customer does hereby for itself and all other <br />parties claiming under it release and discharge Company from and against all <br />hazards covered by Customer's insurance, it being expressly agreed and <br />understood that no insurance company or insurer will have any right of <br />subrogation against Company. <br />23. Force Majeure, Exclusions. Company shall not be responsible for delays, <br />interruption or failure to render services due to causes beyond its control, <br />including but not limited to material shortages, work stoppages, fires, civil <br />disobedience or unrest, severe weather, fire or any other cause beyond the <br />control of Company. This Agreement expressly excludes, without limitation, <br />provision of fire watches; reloading of, upgrading, and maintaining computer <br />software; making repairs or replacements necessitated by reason of <br />negligence or misuse of components or equipment or changes to Customer's <br />premises; vandalism; power failure; current fluctuation; failure due to <br />non-Company installation; lightning, electrical storm, or other severe weather; <br />water; accident; fire; acts of God; testing inspection and repair of duct <br />detectors, beam detectors, and UV/IR equipment; provision of fire watches; <br />clearing of ice blockage; draining of improperly pitched piping; batteries; <br />recharging of chemical suppression systems; reloading of, upgrading, and <br />maintaining computer software; corrosion (including but not limited to <br />micro-bacterially induced corrosion ("MIC")); cartridges greater that 16 grams; <br />gas valve installation; or any other cause external to the Covered System(s) <br />and Company shall not be required to provide Service while interruption of <br />service due to such causes shall continue. This Agreement does not cover <br />and specifically excludes system upgrades and the replacement of obsolete <br />systems, equipment, components or parts. All such services may be provided <br />by Company at Company's sole discretion at an additional charge. If <br />Emergency Services are expressly included in the Service Solution, the <br />Agreement price does not include travel expenses. <br />24. Delays. Company shall have no responsibility or liability to Customer or <br />any other person for delays in the installation or repair of the System or the <br />performance of our Services regardless of the reason, or for any resulting <br />consequences. <br />25. Termination. Company may terminate this Agreement immediately at its <br />sole discretion upon the occurrence of any Event of Default as hereinafter <br />defined. Company may also terminate this Agreement at its sole discretion <br />upon notice to Customer if Company's performance of its obligations under this <br />Agreement becomes impracticable due to obsolescence of equipment at <br />Customer's premises or unavailability of parts. <br />26. No Option to Solicit. Customer shall not, directly or indirectly, on its own <br />behalf or on behalf of any other person, business, corporation or entity, solicit <br />or employ any Company employee, or induce any Company employee to leave <br />his or her employment with Company, for a period of two years after the <br />termination of this Agreement. <br />27. Default. An Event of Default shall include 1) any full or partial termination <br />of this Agreement by Customer before the expiration of the then-current Term, <br />2) failure of the Customer to pay any amount within ten (10) days after the <br />amount is due and payable, 3) abuse of the System or the Equipment, 4) <br />failure by Customer to observe, keep or perform any term of this Agreement; 5) <br />dissolution, termination, discontinuance, insolvency or business failure of <br />Customer. Upon the occurrence of an Event of Default, Company may pursue <br />one or more of the following remedies, 1) discontinue furnishing Services, 2) <br />by written notice to Customer declare the balance of unpaid amounts due and <br />to become due under the this Agreement to be immediately due and payable, <br />provided that all past due amounts shall bear interest at the rate of 1 1/2% per <br />month (18% per year) or the highest amount permitted by law, 3) receive <br />immediate possession of any equipment for which Customer has not paid. 4) <br />proceed at law or equity to enforce performance by Customer or recover <br />damages for breach of this Agreement, and 5) recover all costs and expenses, <br />including without limitation reasonable attorneys' fees, in connection with <br />enforcing or attempting to enforce this Agreement. <br />28. One-Year Limitation on Actions; Choice of Law. It is agreed that no suit, <br />or cause of action or other proceeding shall be brought against either party <br />more than one (1) year after the accrual of the cause of action or one (1) year <br />after the claim arises, whichever is shorter, whether known or unknown when <br />the claim arises or whether based on tort, Agreement, or any other legal <br />theory. The laws of Massachusetts shall govern the validity, enforceability, and <br />interpretation of this Agreement. <br />29. Assignment. Customer may not assign this Agreement without Company's <br />prior written consent. Company may assign this Agreement without obtaining <br />Customer's consent. <br />30. Entire Agreement. The parties intend this Agreement, together with any <br />attachments or Riders (collectively the "Agreement) to be the final, complete <br />and exclusive expression of their Agreement and the terms and conditions <br />thereof. This Agreement supersedes all prior representations, understandings <br />or agreements between the parties, written or oral, and shall constitute the sole <br />terms and conditions relating to the Services. No waiver, change, or <br />modification of any terms or conditions of this Agreement shall be binding on <br />Company unless made in writing and signed by an Authorized Representative <br />of Company. <br />31. Headings. The headings in this Agreement are for convenience only. <br />32. Severability. If any provision of this Agreement is held by any court or <br />other competent authority to be void or unenforceable in whole or in part, this <br />Agreement will continue to be valid as to the other provisions and the <br />remainder of the affected provision. <br />33. Electronic Media. Customer agrees that Company may scan, image or <br />otherwise convert this Agreement into an electronic format of any nature. <br />Customer agrees that a copy of this Agreement produced from such electronic <br />format is legally equivalent to the original for any and all purposes, including <br />litigation. Customer agrees that Company's receipt by fax of the Agreement <br />signed by Customer legally binds Customer and such fax copy is legally <br />equivalent to the original for any and all purposes, including litigation. <br />34. Legal Fees. Company shall be entitled to recover from the Customer all <br />reasonable legal fees incurred in connection with Company enforcing the <br />terms and conditions of this Agreement. <br />35. License Information (Security System Customers): AL Alabama <br />Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392, <br />Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas <br />Board of Private Investigators and Private Security Agencies, #1 State Police <br />Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators <br />are licensed and regulated by the Bureau of Security and Investigative <br />Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon <br />completion of the installation of the alarm system, the alarm company shall <br />thoroughly instruct the purchaser in the proper use of the alarm system. Failure <br />by the licensee, without legal excuse, to substantially commence work within <br />20 days from the approximate date specified in the agreement when the work <br />will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. <br />Department of the State: TX Texas Commission on Private Security, 5805 N. <br />Lamar Blvd., Austin, TX 78752-4422, 512-424-7710. License numbers <br />available at www.simplexgrinnell.com or contact your local SimplexGrinnell <br />office. <br />SG0001 US.ENG (Rev. 12/2010) Page 8 of 8 © 2010 SimplexGrinnell LP. All rights reserved