Terms & Conditions

Springer Service Systems, Inc. d/b/a SafeCare (Seller) and anyone making purchases from Seller (Purchaser), (singularly, a Party; together, the Parties) hereby acknowledge and agree:

Terms and Quote(s). These SafeCare Terms and Conditions (Terms) are the only terms that govern the sale of the systems, items, parts (together, the Product(s)), or Services (together, the Products/Services). These Terms and the associated accepted quotation(s), bid(s), purchase order(s), sales confirmation(s), or equivalent document(s) (together, the Quote(s)) are the entire agreement between the Parties hereto pertaining to the transactions described herein. These Terms and the associated Quote(s) supersede all prior negotiations, commitments, and writings. Purchaser acknowledges all Terms herein are incorporated into every Quote.
Purchaser’s Acceptance. Purchaser will buy from Seller the Products/Services under the Terms. The Terms and the associated accepted Quote(s) constitute the offer, acceptance, and consideration for each transaction between Purchaser and Seller. Purchaser’s Quote(s) acceptance may be communicated by email or other writing. These Terms prevail over any of Purchaser’s general terms and conditions of purchase, regardless of whether or when Purchaser has submitted its purchase order or such terms. Fulfillment of Purchaser’s order does not constitute acceptance of any of Purchaser’s terms and conditions and does not modify or amend these Terms. Notwithstanding anything herein to the contrary, if a written contract signed by both Parties is in existence covering the sale of the Products/Services covered herein, the terms and conditions of said contract prevail to the extent they are inconsistent with these Terms.
Purchaser’s Authorization. By accepting Seller’s Quote(s), Purchaser represents that it is fully authorized to purchase the Products/Services on behalf of the specified entity, commit that entity to timely payment, authorize Seller to provide, install, test, and inspect the Product(s) on the premises described in the Quote(s), and pay the invoiced amount upon completion. The Services described in the Quote(s) for one or more system(s) or equipment (Covered Systems) will be provided in a workmanlike manner per Seller’s standard procedures and will be completed within a reasonable time from the Quote(s) date; any performance dates Seller communicates to Purchaser are estimates only. Purchaser hereby authorizes and empowers Seller, its agents, and assigns, to install and maintain the Product(s) on the premises described in the Quote(s), and to inspect, test and repair the Product(s), and to change or alter the Product(s) at Purchaser’s request or when made necessary by any changes in Purchaser’s premises, property, or equipment, after completion of the original installation, at Purchaser’s cost. Purchaser agrees to furnish any necessary electric current through Purchaser’s meter and at Purchaser’s expense. The Parties agree that it may be necessary to connect the telephone communicator to a special device furnished by and charged to the Purchaser by the telephone Seller. The installation or service of said special device is not part of these Terms.
Purchaser’s Cooperation. Purchaser shall cooperate with Seller in all matters relating to the Products/Services and provide such access to Purchaser’s premises as may reasonably be requested by Seller, for the purposes of installing/performing the Products/Services. Purchaser shall respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to install/perform Products/Services in accordance with the requirements of the Quote(s) and Terms and ensure that its responses are complete and accurate in all material respects. Purchaser shall obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Products/Services before the date on which the installation/performance of the Products/Services are to start.
Purchaser’s Responsibilities. Purchaser is solely responsible for the establishment, operation, maintenance, access, security, and other aspects of its computer network (Network) and shall supply Seller secure Network access for providing its Services. Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Purchaser and/or end user against unauthorized Purchaser is responsible to take appropriate measures, including performing back-ups to protect the information, including without limitation data, software, or files (collectively, Data) before receiving the Product(s) and/or Service(s). Purchaser shall regularly test the System(s) in accordance with applicable law and manufacturers’ and Seller’s recommendations. Purchaser shall promptly notify Seller of any malfunction in the Covered System(s) that comes to Purchaser’s attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement date. If, upon inspection, Seller determines that repairs are recommended, repair charges will be submitted for approval by Purchaser’s on-site representative prior to work. Should such repair work be declined, Seller shall be relieved from all liability arising therefrom. Purchaser further agrees to:
1. provide Seller clear access to Covered System(s) to be serviced including, if applicable, lift trucks or other equipment needed to reach inaccessible equipment;
2. supply suitable electrical service, heat, heat tracing, adequate water supply, and required system schematics and/or drawings;
3. notify all required persons, including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems;
4. provide a safe work environment;
5. in the event of an emergency or Covered System(s) failure, take reasonable precautions to protect against personal injury, death, and/or property damage and continue such measures until the Covered System(s) are operational; and
6. comply with all laws, codes, and regulations pertaining to the equipment and/or Services provided under this Agreement.
Monitoring. If Purchaser is purchasing Monitoring Services from Seller, the following shall apply:
1. Seller’s Obligations. Purchaser agrees and acknowledges that Seller’s sole and only obligation under this Section 6 of the Agreement shall be to provide alarm monitoring and notification, as set forth in this Agreement, and to endeavor to notify the party(ies) identified by Purchaser on the Contact/Call List (Contacts) and/or Local Emergency Dispatch Numbers for responding authorities. Upon receipt of an alarm signal, Seller may, at its sole discretion, attempt to notify the Contacts to verify the signal is not false. If Seller fails to reach the Contacts or Seller questions the response it receives, Seller will attempt to notify the responding authority. If Seller receives a supervisory signal or trouble signal, Seller shall endeavor to promptly notify one of the Contacts. Seller shall not be responsible for a Contact’s or responding authority’s refusal to acknowledge/respond to Seller’s notifications of receipt of an alarm signal, nor shall Seller be required to make additional notifications because of such refusal. The Contacts are authorized to act on Purchaser’s behalf and, if so designated on the Contact/Call List, are authorized to cancel an alarm prior to the notification of authorities.
2. Purchaser’s Obligations. In addition to Purchaser’s duty to indemnify, defend, and hold Seller harmless pursuant to this Section 6:
  1. Purchaser agrees to furnish, in writing, the names and telephone numbers of all persons authorized to enter or remain on Purchaser’s premises and/or that should be notified in the event of an alarm (the Contact/Call List) and Local Emergency Dispatch Numbers and provide all changes, revision, and modifications to the above to Seller in writing in a timely manner. Purchaser must ensure that all such persons are authorized and able to respond to such notification.
  2. Purchaser shall carefully and properly test and set the system immediately prior to the securing of the premises and carefully test the system in a manner prescribed by Seller during the term of this Agreement. Purchaser agrees that it is responsible for any losses or damages due to malfunction, miscommunication, or failure of Purchaser’s system to accurately handle, process, or communicate data. If any defect in the operation of the System develops, or in the event of a power failure, interruption of telephone service, or other interruption at Purchaser’s premises of signal or data transmission through any media, Purchaser shall notify Seller immediately. If space/interior protection (i.e., ultrasonic, microwave, infrared, etc.) is part of the System, Purchaser shall walk test the system in the manner recommended by Seller.
  3. When any device or protection is used, including, but not limited to, space protection, which may be affected by the turbulence of air, occupied airspace change or other disturbance, forced air heaters, air conditioners, horns, bells, animals, and any other sources of air turbulence or movement that may interfere with the effectiveness of the System during closed periods while the alarm system is on, Purchaser shall notify Seller.
  4. Purchaser shall promptly reset the System after any activation.
  5. Purchaser shall notify Seller regarding any remodeling or other changes to the protected premises that may affect the operation of the system.
  6. Purchaser shall cooperate with Seller in the installation, operation, and/or maintenance of the system and agrees to follow all instructions and procedures that may be prescribed for the operation of the system, the rendering of services, and the provision of security for the premises.
  7. Purchaser shall pay all charges made by any telephone or communications provider, Seller, or other utility for installation, leasing, and service charges of telephone lines connecting Purchaser’s premises to Seller. Purchaser acknowledges that alarm signals from Purchaser’s premises to Seller are transmitted over Purchaser’s telephone or other transmission service and that, if the telephone or other transmission service is out of order, disconnected, placed on “vacation,” or otherwise interrupted, signals from Purchaser’s alarm system will not be received by Seller during any such interruption in telephone or other transmission service and the interruption will not be known to Seller. Purchaser agrees that, if the equipment or system continuously transmits signals reasonably determined by Seller to be false and/or excessive in number, Purchaser shall be subject to the additional costs and fees incurred by Seller for receiving and/or responding to the excessive signals and/or Seller may at its sole discretion terminate this Agreement with respect to Monitoring Services upon notice to Purchaser.
3. Communication Facilities
  1. Authorization. Purchaser authorizes Seller, on Purchaser’s behalf, to request services, orders, or equipment from a telephone Seller, wireless carrier, or other Seller providing communication facilities, signal transmission services, or facilities under this Agreement (Communication Seller). Should any third-party service, equipment, or facility be required to perform the Monitoring Services set forth in this Agreement and should the same be terminated or become otherwise unavailable or impracticable to provide, Seller may terminate Monitoring Services upon notice to Purchaser.
  2. DACT. Purchaser understands that any digital communicator (DACT) installed under this Agreement uses traditional telephone lines for sending signals, which eliminates the need for a dedicated telephone line and the costs associated with such dedicated lines.
  3. Derived Local Channel Service. The Communication Seller’s services provided to Purchaser in connection with the Services may include Derived Local Channel service. Such service may be provided under the Communication Seller’s service marks or service names. These services include providing lines, signal paths, scanning, and transmission. Purchaser agrees that the Communication Seller’s liability is limited to the same extent Seller’s liability is limited pursuant to this Section 6.
  4. Derived Local Channel Service. The Communication Seller’s services provided to Purchaser in connection with the Services may include Derived Local Channel service. Such service may be provided under the Communication Seller’s service marks or service names. These services include providing lines, signal paths, scanning, and transmission. Purchaser agrees that the Communication Seller’s liability is limited to the same extent Seller’s liability is limited pursuant to this Section 6.
  5. Monitoring Failure and Incompatibility. PURCHASER UNDERSTANDS THAT SELLER WILL NOT RECEIVE ALARM SIGNALS WHEN THE TELEPHONE LINE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH, OR IS OTHERWISE DAMAGED OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER PURCHASER’S TELEPHONE SERVICE FOR ANY REASON INCLUDING NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. PURCHASER UNDERSTANDS THAT OTHER POTENTIAL CAUSES OF SUCH A FAILURE OVER CERTAIN TELEPHONE SERVICES (INCLUDING BUT NOT LIMITED TO SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL-BASED PHONE, OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR OR PRIVATE RADIO, ETC. (NON-TRADITIONAL TELEPHONE SERVICE)) INCLUDE BUT ARE NOT LIMITED TO: (1) LOSS OF NORMAL ELECTRIC POWER TO THE PURCHASER’S PREMISES (THE BATTERY BACKUP FOR THE ALARM PANEL DOES NOT POWER TELEPHONE SERVICE); AND (2) ELECTRONICS FAILURES SUCH AS A MODEM MALFUNCTION. PURCHASER UNDERSTANDS THAT SELLER WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF PURCHASER’S ALARM SYSTEM WITH NONTRADITIONAL TELEPHONE SERVICE AT THE TIME OF INITIAL CONNECTION TO SELLER’S MONITORING CENTER AND THAT CHANGES IN PURCHASER’S TELEPHONE SERVICE’S DATA FORMAT AFTER THE INITIAL REVIEW OF COMPATIBILITY COULD MAKE PURCHASER’S TELEPHONE SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO SELLER’S MONITORING CENTERS. IF SELLER DETERMINES IN ITS SOLE DISCRETION THAT IT IS COMPATIBLE, SELLER WILL PERMIT PURCHASER TO USE NON-TRADITIONAL TELEPHONE SERVICE AS THE SOLE METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH PURCHASER UNDERSTANDS THAT SELLER RECOMMENDS THE USE OF AN ADDITIONAL BACKUP METHOD OF COMMUNICATION TO CONNECT PURCHASER’S ALARM SYSTEM TO THE MONITORING CENTER REGARDLESS OF THE TYPE OF TELEPHONE SERVICE USED. PURCHASER ALSO UNDERSTANDS THAT IF SELLER DETERMINES IN ITS SOLE DISCRETION THAT PURCHASER’S NON-TRADITIONAL TELEPHONE SERVICE IS OR LATER BECOMES INCOMPATIBLE, OR IF PURCHASER CHANGES TO ANOTHER NON-TRADITIONAL TELEPHONE SERVICE THAT IS INCOMPATIBLE, THEN SELLER REQUIRES THAT PURCHASER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO SELLER AS THE PRIMARY METHOD TO CONNECT PURCHASER’S ALARM SYSTEM TO THE MONITORING CENTER. PURCHASER UNDERSTANDS THAT TRANSMISSION OF FIRE ALARM SIGNALS BY MEANS OTHER THAN A TRADITIONAL TELEPHONE LINE MAY NOT COMPLY WITH FIRE ALARM STANDARDS OR SOME LOCAL FIRE CODES AND THAT IT IS PURCHASER’S OBLIGATION TO COMPLY WITH SUCH STANDARDS AND CODES. PURCHASER ALSO UNDERSTANDS THAT IF THE ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT IF A NON-TRADITIONAL TELEPHONE SERVICE LINE IS CUT OR INTERRUPTED, AND THAT SELLER MAY NOT BE ABLE TO PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-TRADITIONAL TELEPHONE LINE OR SERVICE. PURCHASER FURTHER UNDERSTANDS THAT THE ALARM PANEL MAY BE UNABLE TO SEIZE THE PHONE LINE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION IS OFF THE HOOK DUE TO IMPROPER CONNECTION OR OTHERWISE.
4. Personal Emergency Response Service. If Purchaser has selected Personal Emergency Response Services, Purchaser agrees that the very nature of Personal Emergency Response Services, irrespective of any delays, involves uncertainty, risk, and possible serious injury, disability, or death, for which Seller should not under any circumstances be held responsible or liable; that the equipment furnished for Personal Emergency Response Services is not foolproof and may experience signal transmission failures or delays for any number of reasons, whether or not Seller’s fault or under Seller’s control; that the actual time required for medical emergency providers to arrive at the premises and/or to transport any person requiring medical attention is unpredictable and that many contributing factors, including but not limited to such things as telephone network operation, distance, weather, road and traffic conditions, alarm equipment function and human factors, both with responding authorities and with Seller, may adversely affect response.
5. Outside Charges. Purchaser understands and accepts that Seller specifically disclaims any responsibility for charges associated with the notification or dispatching of anyone, including but not limited to the fire department, police department, paramedics, doctors, or any other emergency personnel, and if there are any charges incurred because of said notification or dispatch, said charges shall be the responsibility of Purchaser.
6. Limitations of Liability and Remedy. Purchaser understands that Seller offers several levels of Monitoring Services and that the level described has been chosen by Purchaser after considering and balancing various levels of protection afforded and their related costs. It is understood and agreed by Purchaser that Seller is not an insurer, that insurance coverage shall be obtained by Purchaser, and that amounts payable to Seller hereunder are based upon the value of the Monitoring Services and the scope of liability set forth in this Agreement and are unrelated to the value of Purchaser’s property and the property of others located on the premises. Purchaser agrees to look exclusively to Purchaser’s insurer to recover for injuries or damage in the event of any loss or injury and that Purchaser releases and waives all rights of recovery against Seller arising by way of subrogation. Seller makes no guaranty or warranty, including any implied warranty of merchantability or fitness for a particular purpose that Product(s) or Services supplied by Seller will detect or avert occurrences or the consequences therefrom that the Product(s) or Services were designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Seller to perform any of its monitoring obligations under this Agreement. Accordingly, Purchaser agrees that Seller shall be exempt from liability for any loss, damage, or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the Product(s) or Service(s) were designed to detect or avert. Notwithstanding any other provision of this Agreement, should Seller be found liable for any loss, damage, or injury arising from a failure of the Product(s) or Service(s) in any respect, Seller’s liability with respect to Monitoring Services shall be the lesser of the annual fee for Monitoring Services allocable to the site where the incident occurred or two thousand five hundred ($2,500) dollars, as agreed upon damages and not as a penalty, as Purchaser’s sole remedy. Such sum shall be complete and exclusive. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE PURCHASER OR ANY THIRD PARTY.
7. Notice of Cancellation. Purchaser is required to provide 30 days prior written notice to Seller of cancellation of Monitoring Services.

Delays. Seller has no liability to Purchaser or any other person for delays, or for any resulting consequences for delays, in providing the Products/Services, or for any Products/Services interruptions, regardless of the nature thereof, and Seller will not be required to supply Products/Services to Purchaser during the period of any Products/Services delay or removal. If Seller’s performance of its obligations under the Quote(s) and Terms is prevented or delayed by any act or omission of Purchaser or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under the Quote(s) or these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by Purchaser, in each case, to the extent arising directly or indirectly from such prevention or delay.
Product(s)/Service(s) Changes. Notwithstanding anything to the contrary contained in these Terms, Seller may, from time to time, change the Products/Services without Purchaser’s consent, provided such changes do not materially affect the nature or scope of the Products/Services, or the fees or any performance dates set forth in the Quote(s).
Tests and Inspections. The Parties agree the installation and Seller’s periodic tests and inspection of the Product(s) will be performed only on weekdays, excluding holidays, between 7:30 a.m. and 3:30 p.m. local time. SELLER WILL PERFORM REPAIRS REQUESTED BY PURCHASER DURING THE HOURS OF 7:30 A.M. AND 3:30 P.M. MONDAY THROUGH FRIDAY, EXCLUDING HOLIDAYS. PURCHASER AGREES TO PAY SELLER AN EXTRA CHARGE FOR PURCHASER-REQUESTED AFTER-HOUR REPAIRS.
Seller Online Portal Access. Seller will provide Purchaser with 24/7 access to an online portal containing service, inspection, and maintenance records for Services provided by Seller at Purchaser’s facilities. Seller will post such records on the portal in the regular course of its business operations. Seller is not liable for lack of portal access due to equipment or software failures or internet connection interruptions or for the inadvertent absence of a record on the portal. However, Seller will use its best efforts to timely resolve any portal access interruptions or record omissions.
Payment Terms. Seller’s Terms are payment in full within thirty days. Purchaser will pay Seller the total cost of the Products/Services and all applicable Products/Services-related governmental taxes, fees, or charges per these Terms. Monies that remain outstanding by the due date will incur late payment interest at the rate of 1.5% per month (18% per year). Purchaser shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise. All Products remain the Seller’s property until the associated Products/Services are paid for in full. Purchaser agrees to perform all acts that may be necessary to assure Seller’s retention of title. Should Purchaser default in any payment for the Product(s), Purchaser authorizes and empowers Seller to remove the Product(s) from the premises described in the Quote(s). Seller’s removal of the Product(s) will not be deemed a waiver of Seller’s rights to damages Seller sustains because of Purchaser’s default, and Seller retains the right to enforce any other legal remedy. Furthermore, Seller will not be obligated to restore or redecorate the premises described in the Quote(s) to their original condition upon installation or should Seller remove the Product(s) due to Purchaser’s payment default. The risk of loss of all or any portion of the Product(s) passes to the Purchaser on delivery of the Product(s) to the premises described in the Quote(s). Cash or Personal Checks, all major Credit/Debit Cards, and Bankers Drafts are acceptable payment methods.
Untimely Payment. Returned checks will incur a $50.00 charge to cover banking fees and administrative costs. If a second check is returned, all incomplete transactions will cease with immediate effect until all outstanding monies are recovered in full. Thereafter, Seller may insist that all future transactions be paid in cash only, in advance. Any balance outstanding longer than 60 days from the invoice date will be forwarded to a collection agency and/or will be collected through the Small Claims Court if the outstanding balance does not exceed the jurisdictional limit. Purchaser agrees to reimburse Seller for the fees of any collection agency, which may be based on a percentage at a maximum of 30% of the account balance, and all costs and expenses, including reasonable attorneys’ fees, that Seller incurs in such collection efforts. In addition, Purchasers shall be liable for all administrative and/or court costs associated with debt collection through the Small Claims Court.
Default. An Event of Default shall include (a) any full or partial termination of this Agreement by Purchaser before the expiration of the then-current Term, (b) failure of Purchaser to pay any amount when due and payable, (c) abuse of the System or the Equipment, (d) failure by Purchaser to observe, keep or perform any term of this Agreement; and/or (e) dissolution, termination, discontinuance, insolvency or business failure of Upon the occurrence of an Event of Default, Seller may pursue one or more of the following remedies, (a) discontinue furnishing Services, (b) by written notice to Purchaser declare the balance of unpaid amounts due and to become due under this Agreement to be immediately due and payable, (c) receive immediate possession of any equipment for which Purchaser has not paid, (d) proceed at law or equity to enforce performance by Purchaser or recover damages for breach of this Agreement, and (e) recover all costs and expenses, including without limitation reasonable attorneys’ fees, in connection with enforcing or attempting to enforce this Agreement.
Termination. Both Purchaser and Seller have the right to terminate any sale for any reason, including the termination of Services that are already underway. No refunds shall be offered when work has begun and is, for all intents and purposes, underway. Seller shall refund any monies that have been paid to Seller that constitute payment with respect to the provision of Products/Services not yet performed and following the conclusion of any notice period. A minimum of 48 hours’ notice to Seller of Product order cancellation is required. Seller must provide 30 days’ written notice of cancellation of any Service, including but not limited to testing, inspections, and preventive maintenance services. Notification in person, via email, or fax, or any other means will be accepted, subject to written confirmation. Seller reserves the right to levy a $50.00 charge to cover any subsequent administrative expenses and applicable material restocking fees.
Limited Warranty. Seller agrees to correct any material or workmanship defect or defects that may develop in the Product(s) to the extent such defect or defects develop under proper and normal use from the installation completion date through the warranty period, by repairing or replacing the defective part or parts. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES OF QUALITY, EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller shall not be liable for a breach of the warranties set forth in these Terms unless: (a) Purchaser brings to the Seller’s attention any defective Products or errors or omissions in providing the Products/Services, including but not limited to failure to wire points of protection, in writing within five (5) days of installation completion; (b) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of any warranty set forth in these Terms to examine such Products/Services; and (c) Seller reasonably verifies Purchaser’s claims that the Products/Services are defective. Further, Seller shall not be liable for a breach of the warranties set forth in these Terms if (a) Purchaser makes any further use of such Products/Services after giving such notice; (b) the defect arises because Purchaser failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; and/or (c) Purchaser alters or repairs such Products without the prior written consent of Seller. Upon expiration of the five (5) day period, the Products/Services, including but not limited to their installation and the protection provided, will be deemed accepted by the Purchaser. Purchaser acknowledges that it may obtain protection beyond that provided herein at an additional cost with the Seller’s written agreement.
No Third-Party Product Warranty. Products manufactured by a third party (Third Party Product) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with the Products. Third Party Products are not covered by the warranties included in the Terms. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Seller Liability. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
1. The Parties agree that Seller is providing the Products/Services, which are designed to reduce the risk of loss; that Seller is not assuming responsibility for losses that may occur due to Product(s) malfunction, even if caused by Seller’s negligence or failure of performance; that Seller is not an insurer and that Purchaser is responsible for obtaining quotes, if any, covering property loss or damage or personal injury on the premises described in the Quote(s). It is further understood that Purchaser chose the Product(s) described in the Quote(s) after considering and weighing the protections afforded by various products and their related costs.
2. Seller is in no way responsible for the property of third parties. When, in the normal course of business, Purchaser has others’ property in his custody, or the Product(s) is intended to protect the persons or property of others, or others monitor the Product(s), Purchaser agrees to and will indemnify, defend, and hold harmless Seller, its employees, and agents for and against all claims brought by parties other than Seller. This provision applies to all claims, regardless of cause, including Seller’s performance or failure to perform, and including defects in products, design, installation, maintenance, operation, or non-operation of the Product(s), whether based on active or passive negligence, express or implied contract or warranty, contribution or indemnification or strict product liability on the part of Seller, its employees, or its agents. SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, THAT THE PRODUCT(S) MAY NOT BE COMPROMISED, OR THAT THE PRODUCT(S) WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED.
3. In no event shall Seller and its affiliates and their respective personnel, suppliers, and vendors be liable to Purchaser or any third party under any cause of action or theory of liability, even if advised of the possibility of such damages, for any (a) special, incidental, consequential, punitive or indirect damages of any kind, including but not limited to damages; (b) loss of profits, revenues, data, Purchaser opportunities, business, anticipated savings or goodwill; (c) business interruption; or (d) data loss or other losses arising from viruses, ransomware, cyber-attacks or failures or interruptions to network systems. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries, and affiliates of Seller, whether direct or indirect, Company’s employees, agents, officers, and directors.
4. BECAUSE THE VALUE OF PROTECTED PROPERTY IS UNKNOWN AND BECAUSE ESTABLISHING A CAUSAL CONNECTION BETWEEN PRODUCT(S) PROBLEMS AND PURCHASER’S POSSIBLE LOSS, THE PARTIES AGREE IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES THAT MAY ARISE SHOULD THERE BE A PRODUCT(S) FAILURE. ACCORDINGLY, IF NOTWITHSTANDING THE PROVISIONS IN TERMS SECTIONS 6(f), AND 15 THROUGH 17, ANY LIABILITY IS IMPOSED ON SELLER, SUCH AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS/SERVICES SOLD HEREUNDER OR FIVE THOUSAND FIVE HUNDRED DOLLARS ($5,500.00), WHICHEVER IS LESS. THIS SUM IS COMPLETE AND EXCLUSIVE AND WILL BE PAID AND RECEIVED AS THE LIABILITY LIMIT AND NOT AS A PENALTY.
5. Purchaser may increase the liability limit described above by obtaining from Seller an additional liability limit by paying Seller an additional service charge pursuant to a separate written agreement. However, such an increased liability limit will not be interpreted in any way to hold Seller as an insurer.
Independent Contractor. The relationship between Seller and Purchaser is that of independent contractor. The detail of the method and manner for the performance of the Services by Seller shall be under its own control, Purchaser being interested only in the results thereof. Seller shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Purchaser the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet the Purchaser’s final approval and shall be subject to the Purchaser’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or another form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever.
Electronic Media. Purchaser agrees that Seller may scan, image, or otherwise convert this Agreement into an electronic format of any nature. Purchaser agrees that a copy of this Agreement produced from such electronic format is legally equivalent to the original for all purposes, including litigation. Purchaser agrees that Seller’s receipt by fax of the Agreement signed by Purchaser legally binds Purchaser, and such fax copy is legally equivalent to the original for all purposes, including litigation.
Assignment. Purchaser may not assign the Quote(s) or any of its rights or obligations under these Terms without the Seller’s prior written consent. Any purported assignment violating this Section is null and void. No assignment relieves Purchaser of any of its obligations under the Quote(s) or these Terms. All Products/Services provided for under these Terms will inure to the benefit of the original Purchaser described in the Quote(s) unless otherwise specified by Seller in a separate written agreement. The Quote(s) and these Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Headings. The headings in this Agreement are for convenience only.
Notices. All notices required by these Terms shall be in writing and delivered by certified or registered U.S. mail (return receipt requested, postage prepaid), personal delivery, or nationally recognized overnight courier (with all fees prepaid). Notices to Seller shall be sent to President, SafeCare, 1925 Shelby Street, Indianapolis, IN 46203, or such other address that Seller may designate in writing. All notices to Purchaser shall be sent to the address set forth on the face of the Quote(s) or such other address that Purchaser may designate in writing.
Severability. If a court determines any provision of these Terms or portion thereof is invalid or unenforceable, such ruling shall not invalidate or render unenforceable such provision in any other jurisdiction or affect the remaining provisions, which provisions will remain valid and enforceable.
Choice of Law and Forum. The laws of the State of Indiana govern the validity of the Quote(s) and these Terms without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Indiana. The Parties agree that any action to enforce these Terms will be in a federal or state court of proper jurisdiction located in Marion County, Indiana, and no other, and the Parties irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Force Majeure. Neither Party shall be liable to the other for any failure to perform any obligation under the Terms when such failure is due to an event beyond the control of such Party, including but not limited to any (a) Act of God; (b) terrorism, war, political insurgence, insurrection, terrorist threat or act, riot, civil unrest, uprising, or act of civil or military authority (whether war is declared or not); (c) earthquake, flood, explosion, epidemic, or any other natural or manmade eventuality outside of the Party’s control; (d) government order, law or actions; (e) embargoes or blockades occurring on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of or inadequate power or transportation facilities; or (i) any other events which could not have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable efforts to comply with these Terms.
Waiver. Failure of either Party to insist upon strict performance of any provision of these Terms or to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under these Terms. No waiver of any of these Terms shall be effective unless it is expressly stated to be such and signed by both Parties.
Changes to Terms. These Terms form part of the agreement between Purchaser and Seller. Purchaser’s acceptance of a Quote(s) indicates Purchaser’s understanding, agreement to, and acceptance, of the Terms on Seller’s website on the date of the Quote(s). Seller reserves the right to change these Terms from time to time as it sees fit and Purchaser’s acceptance of a Quote(s) will signify its acceptance of any adjustment to these Terms as of the date of the Quote(s). If there are any changes to Seller’s Website Privacy Policy, Seller will announce on its home page and other key website pages that these changes have been made. Any changes to Seller’s Website Privacy Policy will be posted on Seller’s website 30 days prior to these changes taking place. Purchaser, therefore, is advised to re-read the Website Privacy Policy on a regular basis. If there are any changes in how Seller uses its Purchasers’ Personally Identifiable Information, notification by e-mail or postal mail will be made to those affected by this change.