Remote Ally Terms and Conditions
Remote Ally Service Agreement Terms and Conditions
1. Scope
1.1. Remote Ally shall offer You the products and the service options below as agreed to and detailed in Exhibit A:
- a. Surveillance System Equipment
- b. Professional and Code Compliant Installation
- c. Customized System and Network Configuration
- d. Account Setup and Training on System/VMS
- e. Extended Hardware Warranty
- f. Customer Service and Technical Support
- g. On-Site Service. 2 Hour Per Term Allotment
1.2. You acknowledge and agree that live video monitoring with active talk down service and immediate police dispatch is not included with a Remote Ally system unless otherwise specified in the previously provided estimate offered to You. At Your discretion, You may elect to add on these services for an additional fee (see Exhibit A).
1.3. You acknowledge and agree that cloud video storage is not included with a Remote Ally system unless otherwise specified in the previously provided estimate offered to You. At Your discretion, You may elect to add on these services for an additional fee (see Exhibit A).
1.4. You acknowledge and agree the POS Integration/Solink is not included with a Remote Ally system unless otherwise specified in the previously provided estimate offered to You. At Your discretion, You may elect to add on these services for an additional fee (see Exhibit A).
1.5. Any changes to this Agreement must be approved in writing by both You and Remote Ally. You acknowledge and agree that any changes requested by You, including but not limited to requests for additional products/ services, alternate camera placement, and/or additional labor, or changes which arise due to unforeseen installation or material problems, shall be subject to additional charges which are Your exclusive responsibility. All changes are subject to the terms set forth in this Agreement.
2. Scheduling
2.1. You and Remote Ally shall schedule a mutually agreeable date and time for product installation and all associated tasks (“Installation”).
2.2. You acknowledge and agree that You are required to provide Remote Ally with a minimum of two (2) business days’ notice should You need to reschedule Installation, or You shall incur additional fees.
2.3. You acknowledge and agree that the Installation site must be ready for Remote Ally technicians to begin work on the Installation at the agreed upon date and time, and that if the Installation site is not ready for Remote Ally to begin work at the agreed upon date and time You shall incur additional fees.
2.4. You acknowledge and agree that Remote Ally may be required to reschedule Installation if unforeseeable events occur not within the capacity or control of Remote Ally, at which time Remote Ally shall inform You immediately and take all reasonable actions to accommodate rescheduling.
3. Payment
3.1. You acknowledge and agree that the stated deposit amount is due upon signing of this Agreement to secure products and/or services from Remote Ally. Once paid, Your deposit covers the commencement of Your choice of products and/or service options and is non-refundable under any circumstance.
3.2. You may pay the deposit amount to Remote Ally by way of check, electronic payment, or credit card. Payments made which incur non-sufficient fund fees, returned check fees, or any and all other fees charged to Remote Ally will be assessed to You and payable before products and/or services commence or continue. A convenience fee of 2% will be applied for all payments made by Visa and/or Mastercard, and a 3% fee will be applied for all payments made by American Express and/or Discover.
3.3. You acknowledge and agree that all remaining money owed for products provided in Exhibit A (“Final Payment”) is due within fourteen (14) calendar days of Installation. Installation is complete when Remote Ally is finished with all physical labor at the Installation site. You further acknowledge and agree that late Final Payments shall incur a late payment penalty fee of 10% per month based on the total Proposal value until Final Payment is received by Remote Ally. Failure to make Final Payment after a period of thirty (30) calendar days from the Installation completion date shall constitute Your default breach of this Agreement (“Product Payment Default”).
3.4. You acknowledge and agree to pay the monthly service fee as set forth in Exhibit A should you choose to subscribe to the services offered by Remote Ally by the 1st of each month, but at no time later than that 5th of each month. Service fee payments made after the 5th of each month shall incur a $25 past due payment charge per calendar month. You acknowledge and agree that after thirty (30) calendar days of non-payment for monitoring services, Remote Ally shall immediately cease and desist providing You the monitoring services agreed to in Exhibit A (“Service Payment Default”).
4. Term and Default
4.1. This Agreement shall remain in effect until the completion of all services chosen by You. The “Term” of this Agreement is 12 (Twelve) months. After the initial Term, the Agreement will automatically renew unless cancelled by You in writing with 60 days’ notice, valid on delivery by Remote Ally.
4.2. In the event of Product Payment Default, You agree to immediately remit all equipment provided by Remote Ally to You at Your expense, including shipment of equipment to Remote Ally offices and payment for technician time/ services to remove equipment from Your premises if required. You further agree that You shall not be entitled to any refunds or reimbursement, and all monitoring services provided by Remote Ally shall immediately cease and desist. If needed, Remote Ally shall pursue all remedies available at law to be made whole for losses sustained due to Product Payment Default.
4.3. In the event of Service Payment Default, you acknowledge and agree that Remote Ally reserves the right to immediately terminate the Agreement as to the monitoring services provided to you by Remote Ally. At such time, and upon payment of all unpaid monies and late fees, You may choose to sign a new monitoring services Agreement at Remote Ally’s current market rate.
5. Installation
5.1. Installation is provided once and is based upon the scope of the original site survey and signed proposal. Any changes in the scope of the installation by You or unforeseen difficulties will result in a change order and additional costs may be incurred. Any change order must be signed off on and agreed by all parties to be valid.
5.2. If you are not the owner of the premises where the Remote Ally equipment is to be installed, You represent and warrant that You have obtained the premises owner’s consent for Remote Ally personnel and/or its agents to enter the premises for the installation of your system.
6. Conduct
6.1. You will not open, alter, misuse, tamper, or remove Remote Ally Equipment without the express written consent of Remote Ally. You will not permit anyone other than an authorized representative of Remote Ally to perform any work on the Remote Ally Equipment for the Term of this Agreement.
6.2. You may not resell, redistribute, or use the System in order to make a profit.
6.3. You assume all risks with respect to materials and content recorded and stored, or otherwise made available, with the use of the System.
6.4. You agree to comply with all applicable laws in Your use of the System, including without limitation, any laws applicable to the capturing, viewing, and transmitting of video captured events.
6.5. You agree to maintain adequate signage disclosing any and all audio capture or monitoring capabilities.
6.6. You represent and warrant that You understand that RemoteAlly may terminate this Agreement or suspend use of the System if it determines that You have violated any terms of use. If termination is unwarranted then You agree to pay for any and all resulting costs to repair the System, including labor costs.
6.7. You represent and warrant that You understand the server provided by RemoteAlly is to be solely used for the recording of video from RemoteAlly cameras. Any other use by the Subscriber, its employees, affiliates, or agents may hinder the integrity of the “CPU” and RemoteAlly will not be held responsible for lost video footage or damage as a result.
7. Maintenance
7.1. At its’ option, RemoteAlly may attempt to correct or replace faulty equipment and may use new or used parts of the same quality. This support does not include power supplies for either the cameras themselves or general power for the System, nor cable or network devices. The warranty for these devices is subject and limited to the terms of the original manufacturer.
7.2. RemoteAlly will have no obligation to install, support, maintain or repair any computer, data cables or any other equipment that is not been provided by RemoteAlly. RemoteAlly will have no obligation to repair any problems with network connectivity that are not due to a malfunction of the System.
7.3. Except as otherwise legally required, You are entitled to a prorated credit upon request only in the event of a complete failure of the System due to technical malfunction of the System for eight (8) or more hours based on a monthly rate of $50.00. To qualify for an adjustment, You must request a credit within 30 days of the failure. You acknowledge that RemoteAlly may have downtime of up to 12 hours per month for maintenance of the services provided with the System.
8. Disclaimer of Warranty.
You agree that the system and the services provided through use of the system are, to the maximum extent allowed by applicable law, provided on an “as is” basis without warranties of any kind, except as expressly set forth in this agreement. You agree that all use of the system (including without limitation, capturing, and transmitting images through the internet and remote viewing and access to such images) are at your sole risk.
9. Indemnification.
You agree to defend, indemnify and hold harmless RemoteAlly and its affiliates, and its and their officers, directors, employees, subcontractors and agents, from and against any and all claims and expenses, including reasonable attorney’s fees, arising out of or related in any way to (i) the use of the System by You or otherwise arising out of the use of Your account or any equipment or facilities in connection therewith or (ii) any breach of this Agreement by You.
10. Assignees or Subcontractors.
RemoteAlly retains the right, in its sole discretion, to transfer or assign this Agreement, or any right or obligation hereunder, as it sees fit. You represent and warrant that You may not transfer, assign, or delegate any rights or obligations under this Agreement to any party that is not a party to this Agreement (including one who purchases or rents Your premises) unless RemoteAlly first approves the same in writing.
11. Remote Ally is not an Insurer.
You represent and warrant that You understand that (a) RemoteAlly is not an insurer of Your premises, property, or the personal safety of persons on Your premises; (b) You will provide any insurance relating to Your premise and its contents; and (c) the amount You pay to RemoteAlly is based only on the value of the service RemoteAlly provides and not on the value of Your premises or its contents.
12. Arbitration.
Any controversy between the parties regarding the construction, application, or performance of any services under this Agreement, and any claim arising out of or relating to this Agreement or its breach, shall be submitted to binding arbitration upon the written request of one party after the service of that request on the other party. The parties shall appoint one person [Option: or agree upon a 3-person panel] to hear and determine the dispute. [Option: name the arbitration provider such as AAA, JAMS, ADR, etc., and provide that the arbitration shall be conducted pursuant to the provider’s rule]. If the parties cannot agree, then the Superior Court of ORANGE County shall choose an impartial arbitrator whose decision shall be final and conclusive on all parties. The cost of the arbitration, excluding legal fees and costs, shall be borne by the losing party or in such proportion as the arbitrator shall decide. The parties shall bear their own legal fees and costs for all claims, or contract claims, or tort claims. The sole and exclusive venue for the arbitration and or any legal dispute in this matter, if necessary, shall be ORANGE County, California.
13. Severability.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term, provision of this Agreement, invalidate, or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to/the court may modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
14. Amendment and Modification.
This agreement may only be amended, modified, or supplemented by an agreement in writing and signed by each party hereto.
15. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
16. Force Majeure.
RemoteAlly shall have no liability for failure of the System due to circumstances beyond its control, including without limitation, acts of God, flood, natural disaster, regulation or governmental acts, fire, civil disturbance, strike, pandemic, weather, or any other events not reasonably foreseen and not within the reasonable control of the parties.
17. Entire Agreement.
This instrument constitutes the entire agreement of the parties relating to the subject matter hereof. Any prior or contemporaneous agreements, promises, negotiations or representations relating to the subject matter hereof not expressly set forth in this Agreement are hereby rendered void and of no force or effect.
18. Governing Law.
This Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California.
In witness whereof, the undersigned have executed this Agreement as of the Effective Date.
