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<br />MASTER TERMS AND CONDITIONS
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<br />1. Master Terms and Conditions. Customer ("Customer" or "you"), as a
<br />commercial enterprise, may, now or in the future, have multiple physical
<br />business locations (herein a "Premises") for which you obtain from Protection
<br />One ("Protection One", "we" or "us") various Equipment and Services. It is the
<br />intention of the parties that all of your Premises be covered by these Master
<br />Terms and Conditions, as same may hereafter be amended from time to time.
<br />and that for each separate Customer Premise, a separate schedule of
<br />protection, which may contain updated master terms and conditions, will be
<br />completed and executed by the parties. These updated Master Terms and
<br />Conditions will govern over any inconsistent provisions contained in any
<br />previously agreed master terms and conditions, and over any other
<br />agreements, written or oral, between the parties pertaining to Customer
<br />premises.
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<br />2. Charges. In consideration of the Equipment and Services we provide
<br />hereunder, you promise to pay Protection One the Equipment Charges and
<br />Service Charges, any activation or other fees, plus applicable taxes
<br />("Charges"), in accordance with the Payment Terms set forth above. OUR
<br />SERVICE CHARGES UNDER THIS CONTRACT ARE BASED ON YOUR
<br />AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR A FULL
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<br />one (1) YEAR TERM. If you prepay the total amount due under this Contract
<br />prior to the end of the original term of this Contract there is no penalty or refund
<br />except as provided herein. Payment of the Equipment Charges is a
<br />precondition to the activation of your Equipment and any Services you have
<br />selected. We may impose a one-time late charge on each payment that is more
<br />than ten days past due, which shall be the lesser of $5.00 or the highest
<br />amount permitted by law. We may impose returned check charges of the
<br />greater of $25.00 or 5% of the amount of the returned check. You consent and
<br />authorize us to (i) report your payment performance under this Contract to
<br />credit reporting agencies; (ii) obtain and transmit your Taxpayer ID number to
<br />our affiliates and credit reporting agencies for purposes of verifying your credit
<br />history and rating, and (iii) tape record our telephone conversations with you
<br />and users of your Equipment and Services for verification and quality control
<br />purposes.
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<br />3. Increases in Charges. Intentionally Omitted.
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<br />4. Additional Charges. Additionally, you agree to pay, or reimburse us if we
<br />pay, all false alarm fines and assessments, and all taxes, fees or other charges
<br />of any local governmental authority that relate to your Equipment or our
<br />Services, other than taxes assessed on our net income. You further agree to
<br />pay (a) all telecommunications charges for area code, telephone numbering or
<br />other changes, (b) our then-current charge for reprogramming your Equipment
<br />to comply with any area code, telephone numbering or other changes, (c) any
<br />increases in our cost for facilities used for transmitting alarm signals under this
<br />Contract and (d) our charges resulting from services we may add to continue to
<br />provide the Services to you necessitated by police, fire or other emergency
<br />response policies of any governmental body, such as physical or visual alarm
<br />verification requirements. In addition, you shall be responsible for any
<br />modifications to your Equipment necessitated by changes in standards and
<br />regulations of governmental or regulatory authorities, including but not limited to
<br />the Federal Communications Commission ("FCC"), any state Fire Marshal, the
<br />National Fire Protection Association, Underwriters Laboratories, fire or police
<br />department. You agree to pay a service charge if we respond to a service call
<br />or alarm at your Premises which is due to you or your agents, employees or
<br />invitees failure to follow operating instructions or to properly lock or close a
<br />window, door or other protected point, or improper or unauthorized adjustment
<br />to any of your Equipment. Payment for such additional charges is due upon
<br />receipt of our invoice for such charges.
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<br />5. Installation and Sale. (a) Installation. The equipment indicated in this
<br />document or in your Schedule of Protection will be installed in the Premises.
<br />Installation of Equipment is subject to the following conditions: (1) We can
<br />access your Premises without interruption during our installer's normal working
<br />hours; (2) The installation may require drilling into various parts of your
<br />Premises; (3) You will provide 110 AC electrical outlets for power equipment in
<br />locations designated by the installer; (4) You will be responsible for lifting and
<br />replacing carpeting, if required, for installation of floor mats or wiring. There may
<br />be areas where the installer determines that it is impractical to conceal
<br />equipment wiring. In such areas, wiring will be exposed. You must within ten
<br />(10) days after installation is complete, inspect your System and notify us in
<br />writing of any problems. Otherwise you will be deemed conclusively to have
<br />accepted your System. If asbestos or other hazardous materials ("Hazardous
<br />Materials") are encountered during installation, installation work will cease until
<br />you, at your sole cost and expense, obtain clearance from a licensed hazardous
<br />material contractor that continuation of the work will not pose any danger to
<br />installation personnel. In no event shall we be liable for the discovery or
<br />removal of Hazardous Materials. Protection One shall not be responsible for
<br />securing the Premises during the period of installation. (b) Direct Sale. If you
<br />have elected to purchase your Equipment, except as set forth below, you will
<br />own the Equipment we install in your Premises (such Equipment is referred to
<br />collectively as the "System"), when you completely pay the purchase price
<br />described on the front page of this document or in a separate Schedule of
<br />Protection. Notwithstanding the foregoing, regardless of the sale type,
<br />ownership of (i) any communication device that makes use of radio, cellular or
<br />intemet communication paths (including without limitation, all equipment
<br />associated with AlarmNet~ shall be retained by Protection One or its owner,
<br />and (ii) certain intellectual property associated with your System and our
<br />Services, such as certain software, data and installer/programming codes, may
<br />not be transferred by Protection One and remain the property of their respective
<br />owners. (c) Third Party Financed Sale. If you have elected to finance the
<br />purchase of some or a portion of the Equipment with a third party lender or
<br />leasing company, title to the Equipment may be held by your lender/lessor as
<br />security for your loan/lease obligations. The terms of your agreement with the
<br />lender/lessor may require you to maintain insurance, make you responsible for
<br />various other costs and fees, and obligate you to pay the lender/lessor
<br />regardless of Protection One's performance hereunder. Protection One makes
<br />no recommendations on lending sources, is not responsible for your selection of
<br />a lending source or the terms of your agreement with the lender/lessor, and
<br />Protection One hereby disclaims all liability in connection with your
<br />arrangements with the lender/lessor. (d) Protection One Owned System. If we
<br />retain ownership of your Equipment. upon the termination of this Contract, you
<br />agree we may enter your Premises and remove our Equipment (including yard
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<br />Commercial Protection One Contract v. 1.5
<br />City of Sunny Isle Beach rev. 6/10/10
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<br />signs and decals) and/or disable your Equipment. Should you fail or refuse to
<br />allow us access to your Premises, you also agree to: (i) pay us our reasonable
<br />charges for the Installed Equipment, and (ii) reimburse us for any costs (including
<br />reasonable attorneys' fees) we may incur in seeking to gain access to remove the
<br />Installed Equipment or to collect such charges. We have no obligation to repair or
<br />redecorate your Premises after any such removal. Our removal, disabling or
<br />abandonment of such equipment does not constitute a waiver of our right to
<br />collect any unpaid charges. (e) Conversion of ExistinQ System. If you currently
<br />have existing and compatible equipment, we may utilize such equipment. We
<br />may elect to repair or replace your nonfunctioning existing equipment to provide
<br />our Services and you agree to pay our current charges for replacement
<br />equipment and that any repairs needed to make the existing system operational
<br />will be performed on a time and material basis. We do not warrant equipment we
<br />do not install. (f) Risk of Loss. Protection One is not liable or responsible for any
<br />damage to our Equipment, or any loss of or casualty to the Equipment from any
<br />cause beyond our control. NO SUCH DAMAGE, CASUALTY OR LOSS WILL
<br />AFFECT YOUR RESPONSIBILITIES AND OBLIGATIONS UNDER THIS
<br />CONTRACT. You must keep the Equipment insured against all risks of loss in an
<br />amount equal to the replacement cost and, at our request, have us listed on the
<br />policy as "loss payee". If you do not give us satisfactory proof of the property
<br />insurance within 30 days after the commencement of this Contract, then,
<br />depending on the original cost of the Equipment, we may, at our option, either (i)
<br />obtain property insurance to cover our interests and charge you a fee for such
<br />coverage (including a monthly administration fee and a profit to us), or (ii) clharge
<br />you a monthly non-compliance fee up to $50 (which provides no insurance
<br />benefit). You can cancel the insurance coverage fee or non-compliance fee at
<br />any time by delivering to us the required proof of insurance
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<br />6. Term. The Initial Term of this contract shall be for one (1) years. The
<br />Initial Term will start on the date your alarm or other system is installed and
<br />operational, and when any necessary communications connection is completed.
<br />In the case of a system takeover or renewal of an existing agreement where no
<br />new equipment is installed, the Initial Term shall begin if any communications
<br />connection is necessary and completed or the date the new Agreement is signed,
<br />whichever occurs first.
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<br />7. Termination of Services; Default. (a) We may, at any time, terminate this
<br />Contract and the Services at our option without liability or notice to you if: (1) Our
<br />monitoring center, equipment or facilities, or the telephone network, are
<br />destroyed, damaged or malfunction so that it is impractical for us to continue the
<br />Services; (2) We cannot acquire or retain the transmission connections or
<br />authorization to transmit signals between your Premises and our Center or
<br />between our Center and Emergency Response Providers; (3) We determine that
<br />it is impractical to continue our Services due to the modification or alteration of
<br />your Premises after installation of your System; (4) Your System generates
<br />excessive false alarms due to circumstances beyond our control; (5) You or your
<br />personnel fail to follow our recommendations to repair or replace any defective
<br />parts of your System not covered under the Limited Warranty or Extended
<br />Service Plan, if applicable, or to follow operating instructions for or tamper with
<br />your System; or (6) For any reason in our discretion upon thirty (30) days prior
<br />notice to you. If we terminate for any of these reasons stated, we will refund any
<br />advance Service Charges for Services to be provided after the termination date,
<br />less any Equipment Charges still due, but we shall not be liable as a result of
<br />such termination.(b) In addition, you shall be in breach, and we may at our option,
<br />terminate this Contract, and exercise our remedies for the payment of all sums
<br />due us if: (1)You fail to pay any Charges or other monies due hereunder or under
<br />any other agreement you have with us, and such failure continues for ten (10)
<br />days after we provide written notice to you; (2) Any representation you have
<br />made herein or in any other agreement you have with us is determined to be
<br />materially untrue, (3) you breach any warranty contained herein or in any other
<br />agreement you have with us, or (4) you otherwise fail to comply with any non-
<br />monetary obligation or covenant contained herein or in any other agreement you
<br />have with us when same is due, and such failure continues for thirty (30) days
<br />after we provide written notice to you; (5) You deny us reasonable access to the
<br />Systems located in any of your Premises; or (6) You become a debtor in a
<br />bankruptcy or other insolvency proceeding. We may charge you interest at the
<br />highest legal rate on delinquent amounts. You agree to pay all reasonable costs,
<br />fees and expenses incurred by us in connection with the enforcement of this
<br />Contract, including collection expenses, court costs, and reasonable attorneys'
<br />fees. (c) Any default under this Contract shall also be a default under any other
<br />contract or agreement between you and us.
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<br />8. Representations and Warranties. You represent and warrant that you (a)
<br />requested the Equipment and Services specified in this Contract for use in a
<br />commercial purposes and not for personal, family or household purposes, or for
<br />or on behalf of a third party, (b) own the Premises or otherwise have the authority
<br />to authorize us to install such equipment in the Premises, and (c) will comply with
<br />all laws, codes, and regulations pertaining to your System or our Services.
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<br />9. We Are Not an Insurer. YOU AGREE THAT EXCEPT FOR THE LIMITED
<br />INDEMNITY PROVIDED IN PARAGRAPH 10(a) BELOW: (A) WE ARE NOT AN
<br />INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT
<br />YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS
<br />YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING
<br />YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES,
<br />INVITEES AND OTHER AFFECTED PERSONS AND PROPERTY; (C) OUR
<br />SERVICE CHARGES ARE BASED ON THE DETERRENCE AND OTHER
<br />VALUE OF THE SERVICES WE PROVIDE AND OUR LIMITED LIABILITY
<br />UNDER THIS CONTRACT, AND NOT ON THE VALUE OF YOUR PREMISES
<br />OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR
<br />SEVERITY OF PERSONAL INJURY (INCLUDING DEATH)TO AFFECTED
<br />PERSONS; AND (D) THE SYSTEM AND SERVICES MAY NOT ALWAYS
<br />OPERATE AS INTENDED FOR' VARIOUS REASONS, INCLUDING OUR
<br />NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL
<br />AMOUNT, EXTENT, OR SEVERITY OF ANY DAMAGES OR INJURIES THAT
<br />MAY BE INCURRED WHICH COULD BE DUE TO THE FAILURE OF THE
<br />SYSTEM OR SERVICES TO WORK AS INTENDED. AS SUCH (I) YOU AGREE
<br />THAT THE LIMITS ON OUR LIABILITY, AND THE WAIVERS AND
<br />INDEMNITIES SET FORTH IN THIS CONTRACT ARE A FAIR ALLOCATION
<br />OF RISKS AND LIABILITIES BETWEEN YOU, US AND ANY AFFECTED
<br />THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR INSURER
<br />FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES, AND
<br />(III) EXCEPT AS PROVIDED IN PARAGRAPH 10, YOU WAIVE ALL RIGHTS
<br />AND REMEDIES AGAINST US, INCLUDING SUBROGATION, THAT YOU,
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<br />Customer Initials
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