On Scene Technology, Inc. d/b/a DIRECT ALARM
233 West Taylor St. / Suite 101 / Griffin, GA 30223
Monitoring Agreement
This agreement is hereby made by and between On Scene Technology, Inc., a Georgia corporation, doing business as Direct Alarm, hereinafter referred to as "DA", and the client, hereinafter referred to as "client", who is the
owner/lessee of the premises upon which an alarm system is installed, or is to be installed, provides as follows:
1.TERM. The initial term of this agreement shall be for a period of sixty months beginning on the date listed on the Client’s Invoice. Upon the expiration of the initial term, this agreement shall automatically renew from year to year unless Client notifies DA in writing, at least 30 days prior to the end of the initial or renewal term, of Client’s intent to terminate this agreement.
2. SERVICE. DA agrees that during the term of this agreement, to provide a Communications Center (the “Center”) capable of receiving and monitoring signals transmitted by the Client’s alarm system. For purposes of this agreement, DA shall install on the Client’s premises an alarm control device with a programmable communicator, or reprogram Client’s existing communicator, if applicable, to transmit signals to the Center. Before rendering service on an existing system, DA shall inspect and test the Client’s existing alarm system and shall make such repairs and replacements of Client’s existing system as necessary for the proper operation and monitoring thereof; payment for any repairs or modifications of Client’s existing alarm system shall be the responsibility of the Client. Thereafter, Client acknowledges that DA shall not be liable for any further testing or inspection of Client’s alarm system and/or additions to the alarm system unless specifically requested by the Client, and that additional service fees may be incurred. Upon receipt of an alarm signal from the Client’s alarm system, DA shall do one or more of the following:
(i) upon receipt of a burglar alarm signal, promptly transmit the alarm signal and available information on the
Client’s premises to the nearest police agency or community communications center serving the jurisdiction in which said premises are located, and, if requested by the Client, notify the Client or his designated representative of the alarm signal by telephoning the number given by the Client for that purpose. Before contacting the police, DA may make reasonable effort to contact the Client for a verbal security pass code; however, if confirmation by telephone cannot be made, DA will report the signal to the authorities;
(ii) upon receipt of a hold-up alarm signal, promptly transmit the alarm signal to the nearest police agency or community communications center serving jurisdiction in which said premises are located;
(iii) upon receipt of a fire alarm signal, promptly transmit the alarm signal to the nearest fire department or community communications center serving the jurisdiction in which the said premises are located, and notify Client or his designated representative at the telephone number given for that purpose; DA may, in its sole discretion, attempt verification prior to reporting signal to the authorities;
(iv) upon receipt of any other emergency alert signal, promptly transmit the emergency alert signal to the persons and/or entities designated by Client for such purposes.
3. SERVICE/MAINTENANCE. See paragraph 5 below.
4. ALL EQUIPMENT INSTALLED SHALL REMAIN THE PROPERTY OF DA UNTIL THE FULFILLMENT OF THIS AGREEMENT.
Client agrees that throughout the term of the agreement, it shall maintain on the premises where the alarm system is located a standard voice-quality telephone line, for the purpose of transmitting signals between Client’s alarm system and the Center. DA expects the Client to maintain its alarm system in good operating condition at all times and to thoroughly train such persons using the premises in the proper procedures to be followed to avoid false/nuisance alarms. Client shall regularly and periodically test its alarm system to assure it is in proper working order. Inasmuch as DA has no reliable way of determining when a false alarm has been signaled, or if the Client’s alarm system has malfunctioned, the Client agrees to pay on behalf of and hold DA harmless from any fines, penalties or assessments imposed by local jurisdictions alerted in response thereto. In such event the Client abuses or misuses the services herein provided, DA may, in its sole discretion, charge the Client a $1.00 service fee for each alarm signal received in excess of one per month and/or discontinue client’s monitoring service for a period of time to be determined by DA.
THE CUSTOMER REPRESENTS AND WARRANTS TO DA THAT AT THE TIME OF EXECUTING THIS CONTRACT, HE IS NOT
UNDER ANY EXISTING CONTRACT WITH ANY OTHER PROVIDER OF ALARM MONITORING SERVICES WHICH IS THE SUBJECT MATTER OF THIS CONTRACT, AND THAT DA HAS NOT INDUCED OR SOLICITED THIS CONTRACT AFTER OBTAINING KNOWLEDGE OF ANY EXISTING CONTRACT. IN THE EVENT LEGAL ACTION IS BROUGHT AGAINST DA ITS OFFICERS, EMPLOYEES OR AGENTS, BY ANOTHER SERVICE PROVIDER CONCERNING THE CLIENT’S CAPACITY TO CONTRACT FOR THESE SERVICES, THE CLIENT AGREES TO INDEMNIFY AND HOLD HARMLESS DA FROM ALL LEGAL EXPENSES, INCLUDING ATTORNEY’S FEES AND DAMAGES INCURRED. THE CLIENT FURTHER ACKNOWLEDGES THAT THE ABOVE REPRESENTATION IS MATERIAL AND MADE TO INDUCE DA, IN RELIANCE THEREON, TO ENTER THIS CONTRACT. IF CLIENT IS INDEED UNDER CONTRACT WITH ANOTHER ALARM SERVICE PROVIDER, CLIENT AGREES TO PAY IN FULL AND
FULFILL ALL OBLIGATIONS OF THE AGREEMENT WITH THE ALARM SERVICE PROVIDER.
Client agrees to pay DA for its' services, the following:
(i) The sum listed on the Work Order and/or Invoice as the “Total Price” or “Total Due Upon Completion”;
(ii) The sum listed on the Work Order and/or Invoice as the “Total Monthly Services” or “Monthly Fee” for the entire term of this agreement;
(iii) The sum for any future/additional service work performed at the time of service;
5. PAYMENTS, TELEPHONE & SERVICE/MAINTENANCE. Monthly payments are due and payable on or before the first day of the calendar month for which service is rendered; a $5.00 late charge will be added if payment is not received by the First Day of the month. Interest, at the rate of 1.5% per month (18% APR), will be added to any account more than 30 days old. A special handling charge of $35.00 may be added for any returned checks, insufficient funds or rejected or denied credit card debits.
In addition thereto, Client shall pay all charges and assessments made by any telephone company or other regulated or unregulated service provider or utility for installation, leasing or usage of telephone lines or communication pathways connecting Client’s premises with the Center. Client acknowledges that disconnection or interruption in communication pathway services provided by telephone service companies, cellular service providers, or the like will render DA’s performance of its services hereunder impossible, and holds DA harmless from liabilities resulting therefrom. Should future regulatory actions allow telephone companies to impose fees and charges on digital transmissions over standard voice-quality telephone lines, Client agrees to notify its telephone company of this agreement and to pay any additional charges imposed for this service.
In the event Client requests DA to inspect, test or make necessary repairs to Client’s system and/or digital wireless communicator, DA shall be entitled to charge and collect its usual and reasonable fees and charges, as from time to time revised. Fee schedules are posted at the offices of DA and available to Clients upon request. Normal service calls will be performed Monday through Friday, between the hours of 9:00 a.m. and 5:00 p.m. Emergency service may be provided at higher rates after regular business hours, on weekends, and holidays.
6. COMPANY IS NOT AN INSURER; LIABILITY LIMITATIONS. It is understood and agreed that DA is not an insurance company and does not undertake to insure in any manner the value of property and contents of the Client's premises. Fees and charges imposed for the services of DA are not based on or in any manner related to the value of the Client's property or the property of third parties located within the Client's premises. DA makes no guarantee or warranty, including any implied warranty of merchantability or fitness, that the equipment or services supplied will actually avert or prevent any occurrences or the consequences therefrom which the Client's system is designed or intended to avert or prevent. DA and the Client agree that it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from a failure of the Client's system to operate properly, with resulting loss to the Client because of, among other things:
a. The uncertain amount or value of Client's property or the property of others kept on the premises which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences which Client's system is designed to avert or prevent;
b. The uncertainty of response time by any police, fire department, or paramedic unit contacted as a result of an alarm signal being received or audible signal sounded;
c. The inability to ascertain that portion, if any, of any loss proximately caused by DA's failure to perform or negligent performance; and
d. The unpredictable nature of occurrences which might cause injury or death to the Client or third persons within the premises which the Client's system is designed to detect or avert.
It is therefore agreed by the parties that in the event any action is brought against DA, its officers, employees or agents, by the Client or others in privity therewith, in any court of law, on a claim arising from DA's failure to perform or negligent performance of this agreement, that damages shall be liquidated in the total amount of $250.00 (U.S. Currency). Client releases DA, its officers, employees and agents from any claim of loss on account of or arising from acts of God, strike, riots, flood, storms, earthquakes, accident, vandalism, delay in installation or servicing of equipment, equipment failure or breakdown attributable to third parties including providers of telephone services, cellular services, and the like or the negligent or intentional acts of persons outside of DA's control.
Client further agrees to indemnify, defend and hold harmless DA, its officers, employees and agents, for and against all claims brought by parties other than Client for loss of life, personal injuries or damage to property arising from any occurrence on Client's premises.
7. CLIENT’S AUTHORIZED PERSONNEL. Client agrees to furnish to DA a list of the names, relationship, title, residence address and telephone numbers of all persons to be notified in the event an alarm signal is received at the Center. Where use of a client security pass code is required, any changes may be given to DA by oral instruction, using an authorized existing pass code.
8. DEFAULT; TERMINATION OF SERVICES. If Client defaults in the payment of any amounts provided to be paid hereunder within thirty (30) days after the same is due, or Client fails to perform any other provision hereof within ten (10) days after DA has requested performance in writing, or if any proceeding in bankruptcy, receivership or insolvency shall be commenced by or against Client or his property, or if Client makes assignment for the benefit of creditors, DA shall have the right, but shall not be obligated, to discontinue service and seek recovery of all amounts then due, with interest, including the unpaid remaining balance for the current term and an $50.00 disconnection fee, plus an additional fifteen percent (15%) of the amount collected as attorney’s fees if collected through an attorney-at-law.
Upon termination based upon default by Client, or the expiration of this agreement at the end of any term hereof, Client hereby grants to DA, its agents and employees, the right, at any reasonable time, to enter onto Client’s premises for the purpose of disconnecting the system and also to remove DA’S equipment, which is listed on work orders and/or job invoice/s. If client refuses or denies DA this right, then client agrees to pay $50.00 per month plus $15.00 per each signal transmitted to the central station until DA is satisfied that client’s system will not transmit any more signals to the central station.
9. ASSIGNMENT. DA reserves the right to sell or assign this agreement to any other person, firm or corporation, without consent of the Client. Client may assign its interest in this agreement to any party having a legal interest in the premises wherein Client’s alarm system is installed or located, upon written consent of DA and payment of an $99.00 transfer fee, together with the written agreement of the assignee consenting to be bound as if an original party to this agreement.
10. COMMUNICATION DISCLAIMER. Client understands and agrees that alarm communications via non-conventional communication pathways such as Voice Over Internet Protocol (VOIP), DSL, Broadband Phone Service, or any other non-conventional communication service are unreliable and have an associated risk of communication failure during an actual alarm event. Client agrees to test the alarm regularly and verify its communication with the Center. Client further agrees to assume this risk and accept full responsibility for any loss, damage, injury or death due to the alarm system’s failure to communicate with the Center.
11. MISCELLANEOUS PROVISIONS. In the event any of the terms of this agreement shall be declared by a court of competent jurisdiction to be invalid or inoperative, all remaining terms and provisions shall remain in full force and effect.
Time is of the essence of this agreement. Each and every provision hereof are conditions to be faithfully and fully performed.
Paragraph titles are used for reference only and shall not be construed as having substantive meaning. Notices to be given hereunder shall be in writing and served by certified mail, return receipt requested. It is incumbent upon the Client to notify DA in writing of all changes in the Client’s current mailing address as notice will be deemed effective when mailed to the last known address. This writing contains the full and complete agreement of the parties as to the subject matter hereof, and supersedes all prior written and oral agreements, understandings and negotiations. This agreement may only be modified in a writing signed by both parties.
12. AGREEMENT BY DEFAULT. By using any part of the services provided by DA and defined in this agreement, client agrees to be bound by all of the terms, conditions, and provisions of this agreement. This agreement may be modified from time to time without prior notice to Client.
