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Terms and Conditions

TERMS AND CONDITIONS

  1. Default by Customer. Any failure by the Customer to pay when due the payments or other charges provided by this Agreement or breach of this Agreement by the Customer shall give the Security Provider the right to terminate this Agreement, and, in addition to and without waiving any other remedies, to avail itself of any legal remedy, including but not limited to, the right to repossess leased Equipment with or without notice and without obligation to redecorate or repair the premises or any other liability; charge interest at an annual rate of 18% calculated daily and compounded annually from the date such amounts become due to the date of payment per year as of the thirtieth day following the due date, and every subsequent month; liquidated damages equal to 100% of the entire amount thereafter payable under this Agreement until the end of the relevant term. If the Customer does not make payments in a timely fashion, the Security Provider may terminate any lease of Equipment and/or Service upon 15 days written notice to the Customer.
  2. Condition of Equipment. The Customer shall maintain the Equipment in good working order.  If components of the Equipment are battery operated, the Customer will have to replace same according to the Security Provider’s or his/her representatives’ recommendations.  The Customer accepts the full and entire responsibility for frequently verifying the operating condition of the Equipment.
  3. Acknowledgement of Protection. Although the Customer may choose the type of protection he/she requires (i.e. number of devices, equipment location, type of installation, etc.), the Customer is advised to follow recommendations of the Security Provider who shall install the Equipment so as to ensure its proper operation and prevent false alarms. The Customer acknowledges that he/she has chosen the type of protection for the premises to be protected and acknowledges having received the Equipment described in this Agreement.   
  4. No Modification of Equipment. The Customer shall ensure that the premises monitored by the Equipment is well maintained and allow the Equipment to adequately operate and shall advise the Security Provider in writing of any changes to the configuration of such premises. The Customer undertakes to not modify or replace the Equipment or any component thereof nor connect or have any other equipment connected to the equipment already in place so as not to impede the correct operation of the Equipment.  The Customer undertakes to preserve the identification plates and any other markings on any Equipment.  If the Customer moves, he/she remains entirely responsible for the equipment and for his contractual commitment.  The Customer is responsible for informing the Security Provider of his/her move by registered mail and for supplying the date and address for the purpose of reinstalling the Equipment.
  5. Additional Services and Equipment. Any service or equipment which the Security Provider may provide beyond the obligations set forth in this Agreement is optional on its part and will create no additional obligation on the Security Provider.  The Customer undertakes to remunerate the Security Provider for any services or equipment required of the Security Provider and rendered or provided at the request of the Customer beyond the commitments set forth in this Agreement.  Such remuneration will be mutually agreed to in advance by the Security Provider and the Customer.
  6. Remote Monitoring Services. The Equipment for Remote Monitoring Services includes a communicator that sends signals to the Monitoring Station over the Customer’s regular telephone service. The Customer will pay for all telephone charges including any installation or repair fee charged by Telephone Company for a special jack to connect the system to the Customer’s telephone service. The Security Provider recommends the use of a CA38A or equivalent telephone jack to give the system priority over other telephones in the Customer’s home; however, when the Equipment is activated, the Customer will be unable to use the Customer’s telephone to make other calls such as calls to the emergency 911 operator. Therefore, Customer may wish to have the system connected to a separate telephone line. If the Customer’s telephone is out of order, placed on vacation status or otherwise not working, signals cannot be transmitted and the monitoring station may be unaware of the telephone service problem. The Customer acknowledges that if he/she replaces its existing telephone service with any form of internet protocol telephony service (i.e. voice over internet protocol telephony or “VOIP”) an alarm signal will not reach the Monitoring Station. The Customer acknowledges that if the Equipment uses a digital communication with the Monitoring Station, the Equipment may not be able to transmit alarm signals to the Monitoring Station through VoIP without further modification.  The Customer will notify the Security Provider of such a telephone service replacement for the purpose of scheduling an inspection and modification of the Equipment. Additional equipment such as, but not limited to, an Internet Protocol Monitoring Device (IPMD) will be installed as needed in the Equipment during the modification to enable the Equipment to communicate to the Monitoring Station. All modification work will be performed on a time and material basis at the Customer’s expense.  The Customer acknowledges that failing to notify the Security Provider of any such replacement of its existing telephone service with any form of VoIP may result in the loss of alarm signals and the disruption of monitoring services, through no fault of the Security Provider.  The Customer acknowledges that the use of internet can cause signals not to transmit in the event of a power or modem failure.  If radio or cellular monitoring service is selected by the Customer, the Security Provider will utilize a radio frequency for transmitting alarm signals from the system to the Monitoring Station. The Customer acknowledges that the use of radio frequencies are controlled by the Canadian Radio-Television and Telecommunications Commission and local regulatory agencies and changes in rules, regulations and policies may necessitate discontinuing or modifying such transmission facilities. The Customer further acknowledges that radio frequency transmissions may be impaired or interrupted by atmospheric conditions, including electrical storms, power failures or other conditions and events beyond the Security Provider’s control.
  7. Installation/Service and Customer’s Responsibilities. In the case where Zenwire Inc. (hereby referred to as the Company) installs or services the system referred to in this agreement, in order to enable the installation and operation of the system, the Customer acknowledges and agrees to provide the following at Customer’s own expense:
    1. Access for the Company, its employees, agents or contractors, to the premises during Company's normal business hours and at such other times as may be agreed upon
    2. If your System requires electricity to operate, continual electric supply to the system in accordance with the manufacturer's specifications as they may be amended from time to time by the Company.
    3. You must test the System at least monthly in accordance with any applicable instructions provided to you. In addition, you must test the System whenever renovations or repairs are made to your premises or to the electrical services at your premises. Prompt notice to the Company should be given if any defects be found during such testing. Testing is to be done in accordance with the manufacturer's specifications, or as otherwise specified by Zenwire.
    4. Insurance coverage for the equipment for such risks as may be and are normally covered including protections against the usual insurable risks including fire, elements, acts of God, tampering and misuse
    5. Proper maintenance and repair to all doors, windows and other portions of the premises, lifting and replacing of carpeting if required by the Company, repairs and replacements to walls, window frames and other parts of the premises and removal by the customer of any fixtures, equipment or furnishings which may interfere with wiring and installation of the equipment provided hereunder; Telephone services lines and facilities including where necessary, telephone coupler or jack or both
    6. If your System communicates with Company’s monitoring facility over the Internet or a telephone line, you must test the System whenever changes are made to those services. For Systems which communicate with Company’s monitoring facility over a telephone line, the System will not communicate with Company’s monitoring facility if a telephone connected to the same telephone line which the System uses to communicate with Company’s monitoring facility is in use, off the hook, or not properly in its cradle.  When the System is in use, an alternative telephone line at the premises is necessary to communicate by telephone with others.
    7. Certain Systems use radio frequency waves to communicate between devices (e.g., between the help button and the base station). Certain natural events and objects in the premises emit radio frequency waves (e.g., microwave ovens, television sets, radios, household appliances, cordless telephones, cellular telephones, lightning, static electricity or other electrical discharges) and may cause interference resulting in malfunctions of the System.
    8. The System is not infallible and the transmission and receipt of communications from the System may be interrupted or otherwise compromised.
    9. You must comply with all laws, rules, regulations and ordinances which may affect your rights in connection with the use of the System and services, e.g., maintaining all necessary permits, licenses, registrations and notices including, without limitation, notices to Responders.
    10. The System does not prevent intrusion or fire. The System and the Monitoring Services do not provide intrusion or fire protection.  The System is not a medical device and Company’s monitoring facility personnel are not qualified medical personnel and do not provide medical advice.
    11. If your System includes a fall detection device, fall detection can activate when you did not fall and fall detection does not detect 100% of falls. If able, you should always push your help button when you require assistance.
    12. You are not permitted to (i) alter, modify or attempt to repair the System, or (ii) move the System to a new address without the prior consent of Company and then only pursuant to the instructions of Company.
    13. You will immediately notify Company in the event of changes in Responders or of changes in contact information for Responders or for you.
    14. Safekeeping of all premises and goods during installation.
  8. Maintenance Services. Maintenance Services shall be provided by Security Provider “on-call” from the Customer.  The Customer will facilitate access to the premises in order to allow the Security Provider or its representatives to perform all Maintenance Services and to retrieve its Equipment.  The Customer accepts all inconveniences resulting from such installation, maintenance and/or repairs of Equipment or cabling.  Replaced parts shall be the property of the Security Provider.  The Maintenance Services specifically excludes: (a)  Equipment defects which are known to the Customer as of the date of this Agreement, unless these were disclosed to the Security Provider prior to the execution of this Agreement and the Customer has agreed in writing to include such defects in the Service coverage; (b) Equipment defects  resulting from fire, lightning, vandalism, a flood, negligence of the Customer, Force Majeure, abuse by the Customer, modifications to the Equipment which are contrary to standards or the Security Provider’s recommendations; (c) defects caused by paint or materials used on coatings of external surfaces of the Equipment; (d) interruption of the electrical supply to the Equipment; (e) defects resulting from alterations to the Equipment by persons not authorized by the Security Provider.
  9. PPSA Registration of Security Interest. Customer hereby grants to the Security Provider a continuing, specific, and fixed security interest, under Alberta’s Personal Property Security Act, in the Equipment sold to the Customer, now or at any time and from time to time existing, wherever situate, pursuant to this Agreement until such time the purchase price for such Equipment is paid in full.  Title to such Equipment shall remain with the Service Provider until paid in full.
  10. Automatic Renewal. Any lease of Equipment and/or Service supplied pursuant to this Agreement will be automatically renewed at its expiration on a month to month basis.  The Customer can prevent the automatic renewal by delivering to the Security Provider a written notice at least 30 days prior to the renewal date or, if automatically renewed on a month to month basis, the end of the month on which the Customer wishes any lease of Equipment and/or Service to terminate.  However, the Customer must pay for any lease of Equipment and/or Service to the end of the month in which same is terminated.
  11. Cancellation prior to the end of the Term. If the Customer wishes to terminate any lease of Equipment and/or Service established pursuant to this Agreement before the end of the term applicable to such, the Customer must deliver to the Security Provider a written notice to that effect at least 30 days prior to the date of termination and pay the Security Provider, as liquidated damages and not as a penalty, a single payment on the date of termination of any lease of Equipment and/or Service, equal to 100% of the total of the outstanding monthly payments thereafter payable attributable to any lease of Equipment and/or Service being cancelled.  In case of termination of this Agreement or the non-renewal thereof, the Customer acknowledges, and agrees to cooperate with, the Security Provider’s right to repossess any leased Equipment.
  12. Liability of Customer. The Customer shall be liable for any loss of or any damage to the Equipment, for any reason whatsoever including Force Majeure, as of the date of its delivery and shall reimburse the Security Provider for the cost of any leased Equipment which is lost or destroyed. The Security Provider shall execute its obligations hereunder with diligence and to the best of its ability, but will not be liable for any damage, whatever its cause or nature, except for deliberate acts by or gross negligence of the Security Provider or its representatives.  Any Equipment deficiency or error as to delivery and/or installation of the Equipment must be reported in writing to the Security Provider within 48 hours of the observation of same, failing which the Customer shall be considered as satisfied with the Equipment, its delivery and installation.
  13. All labour and material for newly installed systems is guaranteed to be free from defect for a period of (1) year. Company reserves the right to install substitute components of equal quality in its reasonable opinion. Extended warranty for parts and labour is available at additional expense. Any defective systems or components thereof shall be repaired or replaced at the Company’s cost and no other reimbursement for losses, costs or damages shall be payable to the Customer. A service charge at the Company’s prevailing rates at the time of service shall be made if the cause of the service call is not covered by the above warranty. If in its sole discretion the Company deems it necessary to remove the equipment or parts thereof to its premises for repairs, it shall endeavour to provide a replacement part or parts in order to permit the Customer’s system to function but does not guarantee that this can be done in all cases. Any warranty does not cover batteries. The within warranty is the sole warranty given by the Company to the Customer and all other statutory or other warranties, express or implied, are hereby expressly excluded. THE CUSTOMER EXPRESSLY AGREES THAT SUBJECT TO APPLICABLE CONSUMER PROTECTION LAWS, THE SECURITY PROVIDER MAKES NO GUARANTEE OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, THAT THE EQUIPMENT OR SERVICES SUPPLIED WILL AVERT OR PREVENT OCCURRENCES OR THE CONSEQUENCES THEREFROM, WHICH THE EQUIPMENT OR SERVICE IS DESIGNED TO DETECT AND FURTHER THAT HE HAS NOT ADVISED OR MADE KNOWN TO THE COMPANY ANY PARTICULAR LOSS OR DAMAGE HE MAY SUFFER OR INCUR AS A RESULT OF FAILURE OF THE COMPANY TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER.
  14. LIMITATION OF LIABILITY OF SECURITY PROVIDER. Without limiting the generality of the foregoing, in no circumstances shall the Company be responsible for any loss, damage, costs or expense suffered by the Customer or any person claiming through him/her on account of, nor does any warranty given by the Company cover any of the following: a) any error or omission in doing any act or providing any goods or services required to be done or provided by the Customer; b) damage to the equipment or any part of it, by reason of any action or omission of the Customer or his/her employees, servants, agents or contractors or by reason of any environmental condition including fire, water, wind, lightning or any other elements, any other act of God, fire, explosion, misuse, tampering, vandalism, water, steam or any other peril for which the Customer has insurance or which is usually insured by owners of premises similar to those of the Customer or any other cause beyond the control of the Company; c) any false alarm assessment, tax, fee or other charge that has or may be imposed or authorized by any government body relating to the installation or service provided under this agreement or any refusal to respond, cancellation, or suspension by any police, private guards or law enforcement agency; d) power failure, power surges or variance or failure of telephone transmission lines or equipment; e) tampering or attempted service to any part of the equipment, addition of equipment or other alarm monitoring systems by any person not authorized in writing by the Company; f) misuses or malfunction of parts of the equipment not serviced by Company; g) failure of the Customer to properly arm the alarm system or any part thereof, or to properly close doors, windows or other protected points or to test and replace batteries as required or h) changes to the premises as a result of renovation, construction, decoration or other alteration, storage of goods or lack of maintenance which may affect the performance of the alarm system or any part thereof, i) any delay in obtaining replacement parts from any manufacturer or supplier thereof, j) any delay in providing any goods or services for any reason beyond the control of the Company and, k) charges for service calls prompted as a result of any of the foregoing. THE CUSTOMER RELEASES THE SECURITY PROVIDER FROM ANY LIABILITY FOR LOSSES OR DAMAGES DUE DIRECTLY OR INDIRECTLY TO EVENTS (OR TO CONSEQUENCES THEREOF) THAT THE EQUIPMENT AND/OR SERVICES IS DESIGNED TO DETECT OR AVOID. THE CUSTOMER IS AWARE THAT THE SECURITY PROVIDER IS NOT AN INSURER, THAT THE PROTECTION OFFERED TO HIM/HER PURSUANT TO THIS AGREEMENT IS LIMITED AND NOT ABSOLUTE, THAT THE AMOUNTS PAYABLE BY HIM/HER HAVE NO RELATION TO THE VALUE OF THE PREMISES OR THEIR CONTENTS AND ARE THUS SET BECAUSE OF THE STIPULATIONS CONTAINED IN THIS AGREEMENT AS TO DAMAGES AND LIABILITY.  THE CUSTOMER RECOGNIZES THAT THE SECURITY PROVIDER WILL NOT BE RESPONSIBLE FOR ANY LOSS AND/OR DAMAGE SUFFERED BY THE CUSTOMER AS A RESULT OF FAILURE BY A POLICE DEPARTMENT OR FIRE OR AMBULANCE OR OTHER EMERGENCY SERVICES ORGANIZATION TO RESPOND TO AN ALARM WHICH THE CUSTOMER WILL HAVE SIGNALLED.  IT IS FURTHER AGREED THAT THE LIMITATIONS ON LIABILITY EXPRESSED HEREIN SHALL ENURE TO THE BENEFIT OF AND APPLY TO ALL PARENT, SUBSIDIARY AND AFFILIATED COMPANIES OF THE SECURITY PROVIDER.
  15. Personal Information. The Customer confirms that the information he/she is providing to the Security Provider is true and complete and shall notify the Security Provider without delay of any change to his/her personal information.  Personal information includes all data relating to the Customer in his/her application form or subsequently disclosed by him/her or third parties with his/her consent (or when authorized by law).  For the purposes of monitoring, setting up, and administering his/her security services (including credit approval, invoicing, collection and to provide the Customer with information on new services or equipment), the Customer agrees to the collection, use, disclosing and transferring of his/her personal information by and between Security Provider, its affiliates, its subsidiaries and their respective successor corporations, or any subcontractor or assignee of this Agreement.  The Customer authorizes the Security Provider or any sub-contractor or assignee of this Agreement to consult third parties (such as any credit reporting agency, credit bureau, person or corporation with whom the Customer has or may have financial relations, or supplier of services or benefits relating to this agreement) for credit reports or recommendations as to his/her solvency and to collect, use and disclose such information when necessary for the monitoring, setting up and administration of his/her security services. The file containing information related to the administration of the Customer’s security services will be kept by Security Provider and/or any subcontractor or assignee of this Agreement or third party monitoring company and will only be available to the personnel at the Security Provider and/or any sub-contractor or assignee of this Agreement and their authorized employees, contractors and agents who need to access the information in the administration and operation of his/her security services or to inform the Customer of new equipment or services, unless otherwise authorized by law.  The information related to the administration of the Customer’s security services (including credit related information) will be held in a file titled with his/her name.  The Customer has a right to access and correct the information (which may be incomplete, obsolete, or incorrect) contained in the file held about him/her and in order to exercise this right he/she can contact, in writing, the Security Provider, attention:  Privacy Officer.  The Customer may contact the Security Provider to obtain information about the Security Provider’s management of personal information and to address any complaints at the Security Provider’s address set forth on the first page of this Agreement.  The Customer consents to the receipt of the Security Provider’s promotional materials and information concerning other services and products offered by the Security Provider via mail or email at the address(es) set forth in this Agreement, or as updated by the Customer from time to time.
  16. The Customer may not transfer or assign his/her rights pursuant to this Agreement without the prior written consent of the Security Provider, which consent may be arbitrarily withheld or delayed.  The Security Provider shall be entitled to assign this Agreement to any other provider of security services, without the consent of the Customer. In all such cases, any assignee shall assume each and every one of the obligations contained herein toward the Customer and shall benefit from each and every one of the rights granted to the Security Provider hereunder. Furthermore, the Security Provider shall be entitled to sub-contract any services it is to perform hereunder. This Agreement shall also ensure to the benefit of and apply to any assignee, subcontractor or any other party performing any of the obligations provided for herein.
  17. All notices shall be sent to such party’s address on the first page of this Agreement. Such notice shall be deemed duly delivered on the date of hand-delivery or one day after deposit with an overnight courier with tracking capabilities, or five days after deposit in registered mail, postage prepaid, return receipt requested.
  18. Failure by the Security Provider to require the performance by the Customer of its obligations pursuant to this Agreement or to enforce a right or recourse of the Security Provider shall not be deemed or interpreted as a waiver or forfeiture by the Security Provider of such right or recourse or of its right to require the performance by the Customer of its obligations pursuant to this Agreement.  This Agreement constitutes the entire agreement between the parties as to its subject matter, superseding all prior or contemporaneous agreements or other communications or dealings whether written or oral, and may be amended only by a written instrument signed by the parties.  This Agreement shall be governed by and construed under the laws of the Province of Alberta and the federal laws of Canada applicable therein, without reference to principles of conflict of laws, and each party unconditionally and irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta. 
  19. Binding Effect of Document. This document when signed by the Customer and accepted by the Company's representative shall constitute a binding contract of the services described. If the Company advises the customer to the contrary by written notice mailed within 15 calendar days following the date of this contract of its refusal to accept the terms and conditions outlined on the front page and back hereof, then it shall not be binding on the Company and any deposit paid hereunder shall be returned to the Customer without interest or deduction. Where the Customer does not allow the Company to begin work within three months after acceptance hereof by the Company, the Company may at its sole option cancel this contract and retain the amount of any deposit paid. In addition to any other right or remedy it may have, in the event that any cheque tendered for payment for any goods or services hereunder is not honoured, the Company may cancel this agreement and retain any money paid hereunder as liquidated damages and not as penalty.
  20. Suspension or Cancellation of Monitoring Service. If the Company's alarm monitoring station is destroyed or damaged or ceases operation for any cause or if, due to the Customer's acts or omissions, (including failure to follow the Company's recommendations for use and testing, repairs or replacement of the system or any part thereof) it is impracticable in the Company's sole opinion to continue service then the Company may cancel monitoring service without notice and it shall not be liable for any damages as a result of terminating such services except for a refund of any fees paid for any period after the date of cancellation.
  21. Suspension or Cancellation by Police or Guard Agencies. If local police, law enforcement authorities or private guards refuse to respond to calls pertaining to the Customer or any location serviced by the Company or suspends response for any reason including but not limited to excessive numbers of false alarms, regardless of source, this agreement shall not be terminated or suspended, but the Company shall continue to provide monitoring services and shall, in response to alarm signals, notify the Customer's private security service or other person designated, if any, and customer agrees to pay for these services at the currently published rates.
  22. Suspension or Cancellation for Non-Payment. The Company may forthwith suspend or cancel monitoring service or alarm response without notice if any payment is overdue or any cheque not honoured, in addition to any other right or remedy it may have.
  23. Entire Agreement. This agreement constitutes the entire agreement between the parties and no changes can be made, save in writing and signed by both parties. The parties agree that there are no other conditions agreed to, representations made or warranties given in connection with the making of this agreement or pertaining to the goods or services provided by the Company hereunder, expressed or implied. NO PERSON OTHER THAN A DULY AUTHORIZED SIGNING OFFICER OF THE COMPANY AND IN PARTICULAR NO SALES REPRESENTATIVE OR CONSULTANT HAS ANY AUTHORITY TO AMEND, WAIVE, SUSPEND OR IN ANY WAY ALTER ANY OF THE PRINTED TERMS OR CONDITIONS HEREIN CONTAINED OR TO MAKE ANY PROMISE, REPRESENTATION, CONDITION OR WARRANTY NOT PROVIDED HEREIN. THE TERMS AND CONDITIONS HEREIN PRINTED SHALL PREVAIL OVER ANY INCONSISTENT OR ADDITIONAL TERMS OR CONDITIONS IN ANY PURCHASE ORDER OR OTHER LETTER OR DOCUMENT SUBMITTED BY THE CUSTOMER HEREWITH.
  24. If more than one person signs this agreement as a Customer then the rights, obligations and responsibilities of all such persons hereunder shall be joint and several.
  25. The Customer agrees to pay all costs incurred by the Company (including lawyers’ fees on a solicitor and client scale) for collection of any amount owed by the Customer to the Company or for repossession of any equipment or for remedy of any breach of this agreement or any attempt to do so.
  26. Agreement Read in Context. Personal pronouns shall be deemed to include the singular, plural, masculine, feminine and neuter as the context requires in each case, and when applied in the plural, shall apply to such parties jointly and severally. Headings or marginal notes form no part of this agreement and are inserted for convenience of reference only.
  27. If any provision of this contract is found by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed severed herefrom and all other provisions shall remain in full force and effect.
  28. This agreement shall be governed by the laws of the Province of _________ and parties submit and attorn to the jurisdiction of the courts of that province for all purposes of enforcement and interpretation of the same.
  29. In the course of completing items under this contract and proposal it is possible for contractor to install such items requiring passwords, or to have access to user names and passwords of clients existing equipment. This shall be provided to Contractor in a timely manner, and shall be safe-kept by contractor, with limited access to only those employees requiring use of such items to complete requested work.
  30. Retention of Title. Contractor shall retain title to any materials that Contractor supplies.  Title shall not pass to Owner until satisfactory payment is made for any portion of the work performed, including subsequent extra work and/or change-orders.  Materials shall not be deemed to become a part of real property, regardless of their severability, until Owner makes the entire Agreement payment.  Contractor may remove an amount or portion of materials equivalent in value to any payment then in default.  No part of this provision may be asserted against any prior or subsequent lien holder whose lien has been granted as a security interest in the property for purposes of financing its improvement in any manner, or any assignee or successor of such a lien holder.
  31. Internet Services. Company hereby grants to Customer a non-exclusive, non-transferable license to use the Company’s internet portal to access, input, delete and modify Information through the internet.  Except for Customer’s (a) failure to keep confidential all Information, passwords, etc., (b) use of the license or the Information in any manner that negatively affects Company, (c) use of the license or the Information for any illegal purpose, or (d) violation of any applicable law, this license shall continue and be coextensive with the term of this Agreement.  Customer shall be solely and absolutely responsible for the Information which it inputs, deletes or modifies.  Customer agrees that upon termination of this Agreement or termination or suspension of the license by Company, Company may immediately, and without notice, disable Customer’s access to the Company’s internet portal and cancel all passwords or other access codes.
  32. Electronic Media. If you sign a hard-copy of this Agreement, you authorize Company to scan, image or otherwise convert this Agreement and any ancillary documents into an electronic format of any nature and to destroy all such written documents.  You agree that a copy of this Agreement or other ancillary document produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation or arbitration.
  33. Execution in Counterparts and by Facsimile or Electronically. This Agreement may be executed in any number of counterparts, any one of which need not contain the signature of more than one party, but all of which shall together constitute one and the same instrument.  The parties agree that this Agreement and the signatures affixed hereto may be transmitted and delivered by facsimile or electronically and that all such signatures and this Agreement transmitted or delivered by facsimile or electronically shall be deemed to be originals for all purposes and given the same legal force and effect as the original Agreement and original signatures, including litigation and arbitration.
  34. Consent to Call Customer and Call List. You, for yourself and as the authorized agent of each person on your Call List from time-to-time, consent to Company (i) calling each such person’s cell phone or other mobile device; (ii) using automatic dialers; and (iii) using a technology known as “robocalling” (unless such person notifies us that he/she opts out of this clause (iii)).
  35. The paragraph titles used herein are for convenience of the parties only and shall not be considered in construing the provisions of this Agreement.
  36. Company as Agent; Revocation; Ratification; Retroactive Date. You hereby appoint Company as your agent for Company, in Company’s name, to give direction to any monitoring facility which is a subcontractor of Company, as if done by you in your own right, concerning any and all matters arising out of or from, in connection with or related to the performance of monitoring services. The authority granted to Company under this section shall continue to be binding upon you until revocation in writing, signed by you, shall have been actually received by Company and the monitoring facility; and no such notice shall affect anything done by (a) Company in reliance hereon or pursuant hereto or (b) the monitoring facility pursuant to the request or demand of Company prior to actual receipt by Company and the monitoring facility of said written and signed notice of revocation.  You hereby ratify and confirm all prior and contemporaneous acts of (x) the monitoring facility pursuant to the request or demand of Company and (y) Company pursuant to this section which you acknowledge and agree shall be and is deemed to be retroactive to the initial date Company performed any Services for you or the monitoring facility performed monitoring services on your behalf.
  37. We may modify this Agreement by giving you thirty (30) days prior notice in writing or electronically.  Your continued use of the System or services or your payment of amounts charged to you under this Agreement after the effective date of the amendment shall constitute your acceptance of and agreement to the amendment and you shall be bound by the terms of this Agreement as so amended from time-to-time.
  38. Usage Limits. We may place usage limits in connection with any Company service by giving you prior notice in writing or electronically.  If you exceed any such usage limit, you agree to pay our charges for your excess usage at our then current rates.
  39. Electronic Signatures. Each party consents to and agrees that the use of a keyboard, mouse, or other device (i) to select an item, button, icon or checkbox, or (ii) to enter text, or (iii) to perform any similar act or action while using Company’s web-based portal for the purpose of initiating, reviewing, modifying or completing any transaction regarding this Agreement constitutes a lawful and valid signature, acceptance, and agreement, and shall be treated the same as if such were actually made using a physical, written signature.  The parties further agree that no certification authority, or other third-party verification is necessary to validate their respective electronic signature.  The parties additionally agree that this Agreement is accepted and agreed to when an electronic signature for each party has been affixed to this Agreement.

 

ACKNOWLEDGMENTS.  BY SIGNING THIS AGREEMENT OR BY USING THE SYSTEM, YOU (I) AGREE THAT THIS IS A BINDING AGREEMENT AND INCLUDES THE TERMS AND CONDITIONS ABOVE AND THE BILLING ARRANGEMENT BELOW; (II) AGREE TO THE LIMITATION OF LIABILITY AND INDEMNITY PARAGRAPHS OF THIS AGREEMENT; AND (III) ACKNOWLEDGE HAVING RECEIVED AND READ A COPY OF THE ENTIRE AGREEMENT.