SecureCheck Master Monitoring Agreement

Transcription

1 This Agreement, dated, is between SecureCheck, LLC (SecureCheck) Located at 9800 Centre Parkway, Suite 120 Houston, Texas and ("Customer ") located at. 1. MONITORING CHARGE: Customer agrees to pay SecureCheck the "Monitoring Charge" as detailed in Table 1 below. From time to time, additional locations may be added to this agreement on Attachment A and such locations may be subject to an increase in the Monitoring Charges. The Monitoring Charges is payable monthly in advance and due on or before the 10 th day of each month. This amount does not include any communication line charges or long distance. All said communication lines and long distance charges are the sole cost and responsibility of the Customer. 2. TERM: The term of the Monitoring Agreement shall be for Three (3) years, which shall commence on the installation date (the "Initial Term"). After the Initial Term, this Agreement shall automatically renew on a yearly basis (the Renewal Terms ) upon the same terms and conditions as contained herein, unless Customer provides SecureCheck with a minimum of thirty (30) days notice of its intention not to renew prior to the end of the then current term (the Initial Term and the Renewal Terms are collectively referred to as the Term ). SITE NAME ADDRESS Monthly Monitoring Table 1 3. SecureCheck - DISCLAIMER OF WARRANTIES: SecureCheck, does not warrant or represent that: (a) the security system(s) provided pursuant to this Agreement will not be compromised or circumvented; (b)the system(s) will in all cases prevent any loss by burglary, hold-up, fire, or otherwise; or (c) the system(s) will in all cases provide the protection for which it was installed or intended. Customer acknowledges the following: (i) SecureCheck is not an insurer; (ii) Customer assumes any and all risk for loss or damage to Customer's premises and/or its contents; (iii) SecureCheck has made no representations or warranties, expressed or implied, except as set forth herein; and (iv) that the person executing this Agreement on behalf of Customer has authority to enter into this Agreement and has read and understands all of the terms and provisions set forth in this Agreement. It is expressly understood and agreed that in entering into this Agreement and in providing the services herein described, SecureCheck makes no representations or warranties that extend beyond those described in this Agreement. 4. CONNECTIONS: SECURECHECK will furnish its monitoring service to Customer through a signal circuit(s) connection from Customer to SecureCheck's Monitoring Center. It is understood and agreed, that Customer shall be solely responsible for the installation, condition and availability of digital and analog liens necessary to connect to SecureCheck's Monitoring Center and that said lines should be maintained and serviced by the Customer or any applicable provider of Customer. 5. LEASED COMMUNICATION LINES: Customer hereby agrees, in addition to the Monitoring Charge outlined above, to pay all charges for the installation, maintenance, or repair of any communication lines necessary to connect Customer's premises to SecureCheck's Monitoring Center. 6. LIGHTING: If closed circuit television equipment is installed by SecureCheck in connection with the services described herein, Customer will provide adequate illumination while the system is armed or allow SecureCheck remote on/off control of the on-site lighting systems through relays in the SecureCheck on-site system. 7. SIGNAL RESPONSE - INTERACTIVE: SecureCheck, upon receipt of an alarm signal from the premises of Customer, shall make every reasonable effort, without warranty, to do the following: a) Monitor the audio and/or video transmission received from the transmitting site in an effort to determine the nature of any unusual, unsafe, dangerous, or threatening activity (if any). b) Evaluate the nature of the threat (if any) to Customer's employee(s), patron(s) or property. c) When and where appropriate and based upon the sole discretion of SecureCheck, broadcast audio into Customer's site as requested by Customer or their employee(s) or person(s) on the Customer's property.

2 d) Make those statements as deemed appropriate by SecureCheck to protect Customer, their employee(s), person(s) and property via the means of audio announcements into Customer's site. e) When and where deemed appropriate, SecureCheck may refer the matter to local law enforcement organization or agency. f) When and where appropriate, contact, and dispatch the local police or the appropriate emergency agency. g) When and where appropriate, contact and advise Customer's designated representative and/or agent as to the nature of an event or incident. 8. SIGNAL RESPONSE NON-INTERACTIVE: SecureCheck, upon receipt of a signal, shall make every reasonable effort to transmit notification of the alarm promptly to the police or the appropriate agency(s) and to the person, or persons, whose names and telephone numbers are set forth on Attachment C unless there is reason to assume that an emergency condition does not exist 9. CANCELLATION: This Agreement may be canceled by SecureCheck as follows: (i) without previous notice at the option of SecureCheck, if SecureCheck's monitoring center, connecting wiring, or the equipment within Customer's premises is destroyed by fire or other catastrophe so severe that SecureCheck deems it impractical to continue service; (ii) in the event that SecureCheck is unable to secure or retain the connections necessary for the transmission of signals by means of conductors between the protected premises and SecureCheck's monitoring center; (iii) if the Customer's account exceeds thirty (30) days past due; or (iv) upon written notice to Customer if the Customer commences or suffers any act of bankruptcy, comes under control of a receiver, becomes insolvent, or undergoes liquidation or dissolution. Any account reconnected after a past due cancellation will be subject to a Two Hundred Fifty and No/100 Dollars ($250.00) reconnection fee due and payable to SecureCheck within thirty (30) days after such reconnection. Upon cancellation of the Agreement, any advance payments made for service to be supplied subsequent to the effective date of such termination shall be refunded to Customer. 10. SecureCheck NOT AN INSURER - LIQUIDATED DAMAGES: It is understood and agreed by and between the parties, hereto that SecureCheck is not an insurer. All payment and/or charges made by Customer to SecureCheck as detailed herein are based solely upon the value of the services provided by SecureCheck and are unrelated to the value of Customer's property or the property of others located on Customer's property. Customer agrees that SecureCheck shall not be liable for: (a) loss or damage due directly or indirectly to any occurrence or consequence there from in connection with SecuerCheck's services; or (b) from the nature of the service to be performed. It is impractical and extremely difficult to determine the actual damages, if any, that would result from the failure on the part of SecureCheck to perform any of its obligations hereunder or the failure of the system(s) to property operate. SecureCheck does not represent that the system(s) Being monitored may not be circumvented or will in all cases provide the intended protection for Customer's property. Accordingly, Customer understands and agrees that if SecureCheck should ultimately be held liable for loss or damage due to a failure of service for Customer's property, in any respect whatsoever, SecureCheck's liability shall be limited to a sum equal to the total of Five Hundred and No/100 Dollars ($500.00), as liquidated damages and not as a penalty, and this liability shall be the exclusive remedy of Customer. The provisions of this Section 10 shall apply, if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property from performance or non-performance of SecureCheck's obligations imposed by this Agreement, or from negligence or other tort, active or otherwise, of SecureCheck, its agents, assigns or employees. ALTHOUGH CARE HAS BEEN TAKEN TO ENSURE THE BEST PRODUCTS AND SERVICES ARE PROVIDED TO CUSTOMER, SECURECHECK ASSUMES NO RESPONSIBILITY. THEREFORE, YOUR USE OF OUR PRODUCTS AND SERVICES IS AT YOUR OWN RISK. THE PRODUCTS AND SERVICES, ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, WITH REGARD TO THE PRODUCTS AND SERVICES PROVIDED, SECURECHECK HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, CONTRACTUAL OR STATUTORY, FOR THE MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT, INCLUDING BUT NOT LIMITED TO SECURECHECK S NEGLIGENCE, SHALL SECURECHECK OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR RELATED ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, CONTRACT, REVENUE, DATA, INFORMATION OR BUSINESS INTERRUPTION ) RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH

3 (A) THE USE OF, (B) THE INABILITY TO USE, OR (C) ERRORS OR OMISSIONS IN THE CONTENT OR THE FUNCTIONS OF THE SYSTEM AND/OR PRODUCTS PROVIDED BY SECURECHECK, EVEN IF SECURECHECK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. NO REPRESENTATIONS OR WARRANTIES: It is understood and agreed to by Customer that although SecureCheck will make its best effort, SecureCheck hereby expressly disclaims all warranties or conditions, either express or implied, including but not limited to, the implied warranties or conditions of merchantability or fitness for a particular purpose regarding the following, but not limited to: a. Losses that may occur during installation; b. Failure of the security system whether it be compromised, circumvented, or otherwise; c. Failure of the system to prevent any loss in all cases whether by burglary, hold-up, fire, or otherwise; d. Failure of the system to provide the protection in all cases for which it was installed or intended. 12. SECURECHECK NOT INSURER; a. All payments made by Customer to SecureCheck as detailed in the Master Service Agreement are based solely upon the value of the services and/ or equipment provided by SecureCheck and are unrelated to the value of Customer's property or the property of others located on Customer's property. b. Customer agrees that SecureCheck shall not be liable for: (a) loss or damage due directly or indirectly to any occurrence or consequence in connection with SecuerCheck's services or equipment, special or incidental damages, or for any economic consequential damages c. Customer assumes any and all risk for loss or damage to Customer's premises and/or its contents; d. The provisions of this Agreement shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or non-performance of SecureCheck's obligations imposed by the Master Agreement, or from negligence or other tort of SecureCheck, its agents, assigns or employees. 13. EQUIPMENT: SecureCheck will install certain equipment, as described in the Proposal as agreed to by customer. During the Term of said Agreement, the Equipment shall be maintained, repaired and kept in good working condition at the sole cost and responsibility of Customer. a. Customer further agrees that SecureCheck will make the best recommendation for equipment based on the technology available at that particular time; and b. Customer acknowledges that new items and advances in technology enter the market frequently and holds SecureCheck harmless if its recommendation does not fulfill all of Customer s needs during the entirety of its contract with SecureCheck or becomes outdated at any time during said contract. 14. CAMERA LOCATION: Where applicable, SecureCheck will suggest locations for cameras based on its experience in the industry, but the final decision for camera placement rests with Customer; and a. Customer agrees to hold SecureCheck harmless for any damage resulting from camera placement, including, but not limited to, dead spots. 15. ONE YEAR LIMITED WARRANTY: SecureCheck provides a limited warranty to cover issues with the system, parts, and installation for a period of one year limited to no fault of Customer. 16. SUBROGATION: Customer does hereby, for themselves, their insurance carrier, and all parties claiming under them, release and discharge SecureCheck from and against all hazards covered by Customer's insurance, it being expressly understood and agreed that no insurance company or insurer will have any right of subrogation against SecureCheck. In the event any person or party to this Agreement shall file any claim against SecureCheck for any reason whatsoever, included but not limited to the installation, maintenance, operation, non-operation or monitoring of the system, Customer agrees to indemnify, defend and hold SecureCheck harmless from any and all claims including, but not limited to damages, expenses, costs, and attorneys' fees. 17. INDEMNIFICATION: In the event any person, not a party to this Agreement, including Customer's insurance carrier, shall make any claim or file any lawsuit against SecureCheck which arises out of or relates to the installation,

4 maintenance, operation or non-operation or monitoring of the system(s), Customer agrees to indemnify, defend, and hold SecureCheck harmless from any and all claims and lawsuits, including the payment of all damages, expenses, costs, and attorneys' fees whether these claims be based on alleged active or passive negligence, or product liability, on the part of SecureCheck, its agents, suppliers, or employees. 18. LIQUIDATED DAMAGES: Customer understands and agrees that if SecureCheck should ultimately be held liable for loss or damage due to a failure of service or equipment for Customer's property, in any respect whatsoever, SecureCheck's liability shall be limited to a sum equal to the total of Five Hundred and No/100 Dollars ($500.00) as liquidated damages and not as a penalty and this liability shall be the exclusive remedy of Customer. Customer agrees that this amount is reasonable under the circumstances existing at the time of the execution of this Agreement. 19. MODIFICATION: This Agreement can only be modified in writing signed by the parties or their authorized agent. 20. AUTHORITY TO CONTRACT: that the person executing this Agreement on behalf of Customer has authority to enter into this Agreement and has read and understands all of the terms and provisions set forth in this Agreement. 21. TAXES AND PERMITS: Customer shall be responsible for obtaining all permits as required by law for the on-premise operation of a security system and liable for and pay any excise, sales, or other taxes which may be imposed upon SecureCheck or Customer because of the existence of this Agreement and/or the carrying out of the provisions hereof, except income, or other taxes on profits or earnings of SecureCheck. 22. INCREASE IN MONTHLY MONITORING CHARGE: Notwithstanding the terms and conditions set forth herein, from time to time SecureCheck shall have the right to change the monthly monitoring charge set forth in Section 3 and Table 1 hereof by providing Customer with at least thirty (30) days prior written notice of the price change. Notwithstanding anything contained herein, the Monthly Charge shall not increase more than ten percent (10%) of the then monthly Monitoring Charge during the Term of this Agreement. 23. AUTHORIZATION: Set forth on Attachment B are the names, addresses, and home telephone numbers of those individuals authorized by Customer to enter the premises of the account Being monitored during secured hours, and the names, addresses, and home telephone numbers of those individuals who may be called upon to unlock the protected premises during secured hours. Further, Customer will furnish all information required such as cross street and any other information needed to monitor any account. A site will not be considered on line until all such information is furnished. To the extent any of this information set forth on Attachment B changes, it is the duty of Customer to notify SecureCheck, in writing, of any such changes. 24. SECURITY AGENT: Customer hereby authorizes and directs SecureCheck to represent itself as the Security Agent of Customer for purposes of notifying law enforcement agencies of suspicious or suspected criminal activity being committed on Customer s sites. Customer hereby indemnifies and agrees to hold SecureCheck harmless from all liability, cost, damage, or expense caused by or which results from SecureCheck s notification to such law enforcement agencies. 25. FALSE ALARM: Customer agrees that receipt of a burglary signal by SecureCheck from Customer's site shall show cause for further investigation and may not result in the dispatch of law enforcement personnel. Customer agrees that SecureCheck, using audio and video transmissions, will monitor the site for evidence, sights and sounds consistent with the crime suspected and, that in the absence of such evidence, sights, and/or sounds, law enforcement personnel will not be notified or dispatched to the affected site. 26. LICENSE AND PROPRIETARY HARDWARE: SecureCheck hereby grants a license to Customer for the use of SecureCheck's monitoring system software for the Term of this Agreement. Customer agrees to immediately return to SecureCheck the monitoring system software at the end of the Term or upon termination of this Agreement. 27. FINES AND PENALTIES: In the event, a fine, penalty, or fee shall be assessed against SecureCheck by a governmental or municipal agency as a result of any false alarm originating from Customer's premises, Customer agrees to promptly reimburse SecureCheck for payment of the said false alarm fine, penalty, or fee. Should Customer's system display malfunction and cause repeated signals to be transmitted indicating prohibited activity, Customer agrees to make every attempt to disconnect and or disable the system as instructed by SecureCheck. Should Customer refuse to disconnect and/or disable the system, Customer hereby authorizes SecureCheck to arrange for the disconnection

5 of the system. Customer further agrees to hold SecureCheck harmless from all liability, cost, damage, or expense caused by or which results from any such disconnection. 28. PRE-EXISTING DANGER: Customer agrees that SecureCheck is being requested to intervene into potentially life threatening situations. The causes of such situations can include but are not limited to the presence on Customer's property of dangerous individuals prepared to commit violent crimes. Customer further agrees that such individuals represent the complete and total cause of any subsequent actions or incident and that the efforts of SecureCheck to intervene on Customer's behalf cannot and will not result in additional liability. 29. ATTORNEY FEES: In the event it shall become necessary for SecureCheck to institute legal proceedings to collect any charges made payable herein, then, and in such proceedings, Customer shall pay to SecureCheck reasonable attorney's fees, where permitted by law. 30. PREVIOUS AGREEMENT: Customer hereby warrants and represents that Customer is not under any enforceable agreement with any other party concerning conflicting monitoring services of any kind and Customer hereby agrees to indemnify and save harmless SecureCheck against alt such claims, demands, lawsuits, expenses, and damages by judgment or otherwise which may be now or hereinafter incurred as a result of any action or relationship of Customer. 31. NULLIFICATION: A judicial determination nullifying any clause of condition herein shall not be deemed to nullify the balance of this Agreement, which shall remain in full force and effect. 32. STRICT PERFORMANCE: The failure of SecureCheck to insist upon a strict performance of any of the terms, conditions, or covenants herein shall not be deemed a waiver of any rights and remedies that SecureCheck may have. 33. NOTICES: All notices to be given hereunder shall be in writing and may be served by mail to the addresses set forth in the Agreement or to any other address provided by one to the other from time to time in writing. 34. HEADINGS: The section titles, where used herein, are for the convenience of the parties only and shall not be considered in construing the provisions of this agreement 35. ASSIGNABILITY: This agreement may be assigned by SecureCheck with thirty (30) days written notice to Customer. This agreement may not be assigned by Customer without the prior written consent of SecureCheck. 36. JURISDICTION-ARBITRATION: It is agreed upon by each of the parties hereto that this Agreement shall be bound and subject to the taws and jurisdiction of the State of Texas. All disputes relating to this Agreement shall be submitted to arbitration in accordance with the commercial rules of the American Arbitration Association then in effect. Such arbitration shall take place in Fort Bend County, Texas and shall be conducted by three arbitrators, one selected by each party and the third selected by the other two arbitrators. The decision of the arbitrators shall be final, binding, and without appeal and may be enforced in any court having jurisdiction over the relevant parties or their assets. 37. ENTIRE INTEGRATED AGREEMENT - MODIFICATION - ALTERATIONS - WAIVER: This Agreement and attachments A, B, C and D are intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof. This Agreement supersedes all prior representations, understandings, or agreements of the parties and the parties rely only upon the content of this Agreement in executing it. This Agreement can only be modified in writing signed by the parties or their duly authorized agent. No waiver of a breach of any item or condition of this Agreement shall be construed to be a waiver of any succeeding breach. SecureCheck Authorized Representative Name Title Date Signature of Customer Name Title Date