ISO Network, L.L.C.
125 Townpark Drive, Suite 300
Kennesaw, GA 30144
STANDARD SECURITY CAMERA SALES & SERVICE AGREEMENT
Agreement dated at time of electronic signing and sale by the Buyer of electronic record and between ISO Network, L.L.C. dba EyeCU.tv, a registered Limited Liabilty Company in Cherokee County Georgia (hereinafter referred to as “ISO Network dba EyeCu.tv” or “Seller”) and Buyer (as listed on the Electronically accepted sale) located at the Address listed on electronically accepted sale hereinafter referred to as “Buyer”.
The parties hereto agree that:
- ISO Network agrees to sell, instruct Buyer in the proper use of the security system, and install at Buyer’s premises, and Buyer agrees to buy, supervisory equipment described in the Schedule of Installation, Equipment and Services which has been signed by the parties hereto this date and is a part of this agreement. Buyer acknowledges that ISO Network has offered additional and more sophisticated equipment at a higher rental and service charge.
- SCHEDULE OF GOODS & SERVICES:
SEE SALES OR PURCHASE ORDER WHICH IS PART OF THIS AGREEMENT:
- SERVICE CHARGES: Buyer agrees to pay ISO Network:
(a) For purchase of equipment or Services, See Purchase Order of which if dictated by the Purchase Order Terms is due upon execution of this agreement and the balance is due upon completion of installation.
- TERM OF AGREEMENT: RENEWALS/ INCREASES OF ANNUAL CHARGE: Service Maintenance Agreements and Subscriptions services if purchased the term of this agreement shall be for a period of three years billable in advance for the full three year term. After the expiration of one year from the date hereof ISO Network shall be permitted from time to time to increase its charge under the agreement by an amount not to exceed nine percent each year and Buyer agrees to pay such increase as invoiced.
- SYSTEM OPERATION AND LIMITATIONS: ISO Network shall have no liability for data corruption or inability to retrieve data even if caused by ISO Network’s negligence. Buyer’s data shall be maintained confidential and shall be retrieved and released only to Buyer or upon Buyer’s authorization or by legal process. Telephone or internet access is not provided by ISO Network and ISO Network has no responsibility for such access or IP address service. If system has remote access ISO Network is not responsible for the security or privacy of any wireless network system or router, and it is the Buyer’s responsibility to secure access to the system with pass codes and lock outs. ISO Network shall have no liability for unauthorized access to the system through the internet or other communication networks or data corruption or loss for any reason whatsoever.
- a) Payment Terms for non-credit online accounts are COD.
- b) Payment Terms for Credit Accounts (an approved credit application has been completed and a credit account has been established with Seller) are net30 from the date of invoice.
- C) Lease payments: If Buyer desires monthly payments in lieu of a COD payment, a third-party leasing company provided by the Seller shall be utilized to secure a 36 Month Term, $1 buy out lease with monthly payments. Buyer agrees to pay the 1st and Last Month Payment in advance to the Seller and to execute without delay the provided Lease Documents to secure such lease. Seller makes no warranty to the lendability of the Buyer and lendability is solely determined by the leasing institution. Buyer officially makes application for leasing terms once an online transaction is confirmed with the payment of the first month lease payment and Buyer agrees to execute any Lease Application required by the third-party lease institution. If Buyer fails to execute the required Lease Application, Buyer forfeits the 1st month rent initial payment placed online. If the third-party leasing institution rejects the Buyer as an applicant for any reason, Seller shall refund the Buyers 1st month payment to the Buyer in its entirety. The person(s) supplying the above information certifies to both potential lessors identified above that it is true and correct. The Owners/Partners/Guarantors recognize that their individual credit histories may be a factor in the evaluation of the lease applicant and, thus, authorize the lessor(s) or its assignee or its designee to investigate their personal credit status. This includes obtaining and using their consumer credit reports from time to time in the credit evaluation and collection processes, as well as to offer future credit products or services.
- CREDIT INVESTIGATION: If a credit account or Monthly Services are requested, Buyer and any guarantor authorizes ISO Network and their third-party Lease/Bank institution to conduct credit investigations to determine Buyer’s and guarantor’s credit worthiness.
- BUYER’S CARE OF EQUIPMENT: REPAIRS AND ADDITIONS: Buyer agrees not to tamper with, remove or otherwise interfere with the system. The equipment shall remain in the same location as installed and Buyer agrees to bear the cost of repairs, replacement, relocation or additions to the system made necessary as a result of any painting, alteration, remodeling or damage, including damage caused by unauthorized intrusion to the premises, lightning or electrical surge, except for ordinary wear and tear, in which event repair or replacement shall be made by ISO Network without additional charge. Batteries, electrical surges, lightening damage, obsolete components and components exceeding manufacturer’s useful life are not included in service and will be repaired or replaced at Buyer’s expense.
- ALTERATION OF PREMISES FOR INSTALLATION: ISO Network if contracted to install equipment is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in ISO Network’s sole discretion for the installation and service of the system, and ISO Network shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the system. ISO Network shall not be responsible for the condition of the premises upon removal of the system and Buyer represents that the owner of the premises, if other than Buyer, authorizes the installation of the system under the terms of this agreement.
- BUYER’S DUTY TO SUPPLY ELECTRIC AND INTERNET SERVICE: Buyer agrees to furnish, at Buyer’s expense, all 110 Volt AC power and electrical outlets and receptacles, unless denoted in the quote exhibit, internet access, high speed broadband cable or DSL and IP Address, as deemed necessary by ISO Network in its sole discretion and to notify ISO Network of any change in such service. In Any Changes in internet services will require re-configuration of equipment at an additional expense to the buyer.
- DELAY IN INSTALLATION: ISO Network shall not be liable for any damage or loss sustained by Buyer as a result of delay in installation of equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, or other causes.
- EQUIPMENT WARRANTY & SERVICE AGREEMENT: All cameras and network hardware sold under this contract carries a Three (3) Year Limited Liability Warranty – Should a product be found to be defective within the warranty period, it is defined as an RMA (Return Material Authorization) claim. This entitles you to have the unit either repaired or replaced. You must always have a Helpdesk case to verify that the unit is authorized for RMA. Any standard service, repairs, replacement or alteration to the security equipment made by reason of alteration to Buyer’s premises, or caused by unauthorized intrusion, lightning or electrical surge, or caused by any means other than normal usage, wear and tear, shall be made at the cost of the Buyer. Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices no longer supported by communication pathways, obsolete components and components exceeding manufacturer’s useful life are not included in the warranty and repair or replacement shall then be at Buyer’s expense. No apparatus or device shall be attached to or connect with the security system as originally installed without ISO Network’s written consent.
- TESTING OF SECURITY SYSTEM: Security System, once installed, is in the exclusive possession and control of the Buyer, and it is Buyer’s sole responsibility to test the operation of the Security System and to notify ISO Network if it needs repair. If Service Maintenance and System Testing is available beyond the original scope of work at prevailing service or SMA Service Maintenance Agreement rates as requested by the Buyer.
- CARE AND SERVICE OF EQUIPMENT: Buyer agrees not to tamper with, service , disassemble or otherwise alter the equipment. All repairs, replacement or alteration to the equipment made by reason of alteration to Buyer’s premises, or caused by unauthorized intrusion, lightning or electrical surge, or caused by any means other than normal usage, wear and tear, shall be made at the cost of the Buyer. Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices that are no longer supported by communication pathways, obsolete components and components exceeding manufacturer’s useful life, are not included in warranty or service and will be repaired or replaced at Buyer’s expense. No apparatus or device shall be attached to or connect with the security system as originally installed without ISO Network’s written consent.
- BUYER RESTORES EQUIPMENT: Buyer shall be responsible for any loss occasioned by fire or casualty and the cost of replacing or restoring the system. Notwithstanding the condition of Buyer’s premises, or ISO Network’s impossibility of performance occasioned by condition of Buyer’s premises, if applicable, Buyer shall remain liable for monthly payments for the term of this agreement without offset or reduction.
- INSURANCE: Buyer shall maintain a policy of public liability, property damage, burglary and theft insurance under which Buyer shall obtain insurance to cover any loss the security services are intended to detect to one hundred percent of the insurable value, and or Buyer and all those claiming rights under Buyer waives all rights against ISO Network and its subcontractors for loss or damages caused by burglary, theft, Gunshot, water, smoke, fire or other perils intended to be detected by the security services or covered by insurance to be obtained by Buyer, except such rights as they may have to the proceeds of insurance.
- ASSIGNMENTS/WAIVER OF SUBROGATION RIGHTS: Buyer shall not be permitted to assign this agreement without written consent of ISO Network. Any such assignment without ISO Network’s prior approval shall be deemed a breach of this agreement. ISO Network shall have the right to assign this agreement and shall be relieved of any obligations created herein upon such assignment. Buyer on its behalf and any insurance carrier waives any right of subrogation Buyer’s insurance carrier may otherwise have against ISO Network or ISO Network’s subcontractors arising out of this agreement or the relation of the parties hereto.
- INDEMNITY: Buyer agrees to and shall indemnify and hold harmless ISO Network, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Buyer, including reasonable attorneys’ fees, and losses asserted against ISO Network due to the failure of any equipment installed or serviced in this contract. Parties agree that there are no third party beneficiaries of this agreement.
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- LEGAL ACTION: If ISO Network prevails in any litigation or arbitration between the parties, Buyer shall pay ISO Network’s legal fees. The parties waive trial by jury in any action between them unless prohibited by law. In any action commenced by ISO Network against Buyer, Buyer shall not be permitted to interpose any counterclaim. Any action by Buyer against ISO Network must be commenced within one year of the accrual of the cause of action or shall be barred. All actions or proceedings against ISO Network must be based on the provisions of this agreement. Any other action that Buyer may have or bring against ISO Network in respect to services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement. Any dispute between the parties or arising out of this agreement, including issues of arbitrability, shall, at the option of any party, be determined by arbitration before a single arbitrator administered by Arbitration Services Inc., under its Commercial Arbitration Rules www.ArbitrationServicesInc.com, except that no punitive damages may be awarded. Service of process or papers in any legal proceeding or arbitration between the parties may be made by First-Class Mail delivered by the U.S. Postal Service addressed to the party’s address in this agreement or another address provided by the party in writing to the party making service. Buyer submits to the jurisdiction and laws of Georgia and agrees that any litigation or arbitration between the parties must be commenced and maintained in the county where ISO Network’s principal place of business is located. The parties agree that due to the nature of the services to be provided by ISO Network, the payments to be made by Buyer for the term of this agreement are an integral part of ISO Network’s anticipated profits and in the event of Buyer’s breach of this agreement it would be difficult if not impossible to reasonably estimate ISO Network’s actual damages. Therefore, in the event of Buyer’s default of this agreement Buyer shall pay to ISO Network 80% of the balance due for the term of this agreement as liquidated damages. ISO Network may, without prior notice, suspend or terminate all its services, including but not limited to terminating monitoring service, under this agreement and to remotely disconnect any remote monitoring or cloud storage provided without relieving Subscriber of any obligation herein.
- ADDITIONAL PAYMENTS: In addition to the payments set forth herein, Buyer agrees to be liable for and pay to ISO Network any excise, sales, property, or other tax, which may be imposed upon ISO Network because of this agreement. Should ISO Network be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Buyer agrees to pay ISO Network for such service or material.
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- FALSE ALARMS/PERMIT FEES: Buyer is responsible for all alarm permits and permit fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse ISO Network for any fines relating to permits or false alarms. ISO Network shall have no liability for permit fees, false alarms, false alarm fines, police or fire response, any damage to personal or real property or personal injury caused by police or fire department response to alarm, whether false alarm or otherwise, or the refusal of the police or fire department to respond. In the event of termination of police or fire response by the municipal police or fire department this agreement shall nevertheless remain in full force and Buyer shall remain liable for all payments provided for herein. Should ISO Network be required by existing or hereafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Buyer agrees to pay ISO Network for such service or material.
- ISO NETWORK’S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Buyer agrees that ISO Network is authorized and permitted to subcontract any services to be provided by ISO Network to third parties who may be independent of ISO Network, and that ISO Network shall not be liable for any loss or damage sustained by Buyer by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties, and that Buyer appoints ISO Network to act as Buyer’s agent with respect to such third parties, except that ISO Network shall not obligate Buyer to make any payments to such third parties. Buyer acknowledges that this agreement, and particularly those paragraphs relating to ISO Network’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors and central offices of ISO Network.
- NO WARRANTIES OR REPRESENTATIONS: BUYER’S EXCLUSIVE REMEDY: ISO Network does not represent nor warrant that the system will prevent any loss, damage or injury to person or property, by reason of burglary, theft, hold-up, fire or other cause, or that the system will in all cases provide the protection or service for which it is installed or intended. Buyer acknowledges that ISO Network is not an insurer, and that Buyer assumes all risk for loss or damage to Buyer’s premises or its contents. ISO Network has made no representation or warranties, and hereby disclaims any warranty of merchantability or fitness for any particular use. Buyer’s exclusive remedy for ISO Network’s default hereunder is to require ISO Network to repair or replace, at ISO Network’s option, any equipment or part of the system which is non-operational.
- EXCULPATORY CLAUSE: ISO Network and Buyer agree that ISO Network is not an insurer and no insurance coverage is offered herein. The security equipment and ISO Network’s services are designed to reduce certain risks of loss, though ISO Network does not guarantee that no loss will occur. ISO Network is not assuming liability, and, therefore, shall not be liable to Buyer for any loss, data corruption or inability to retrieve data, personal injury or property damage sustained by Buyer as a result of intrusion, burglary, theft, hold-up, fire, equipment failure, smoke, or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by ISO Network’s negligent performance to any degree in furtherance of this agreement, any extra contractual or legal duty, strict products liability, or negligent failure to perform any obligation pursuant to this agreement or any other legal duty. In the event of any loss or injury to any person or property, Buyer agrees to look exclusively to Buyer’s insurer to recover damages. Buyer releases ISO Network from any claims for contribution, indemnity or subrogation.
- LIMITATION OF LIABILITY: Buyer agrees that should there arise any liability on the part of ISO Network as a result of ISO Network’s negligent performance to any degree or negligent failure to perform any of ISO Network’s obligations pursuant to this agreement or any other legal duty, equipment failure, or strict products liability, that ISO Network’s liability shall be limited to the sum of $250.00 or 5% of the sales price or 6 times the aggregate of monthly payments for services being provided at time of loss, whichever is greater. If Buyer wishes to increase ISO Network’s amount of limitation of liability, Buyer may, as a matter of right, at any time, by entering into a supplemental agreement, obtain a higher limit by paying an annual payment consonant with ISO Network’s increased liability. This shall not be construed as insurance coverage.
- NON-SOLICITATION: Buyer agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity, any employee of ISO Network assigned by ISO Network to perform any service for or on behalf of Buyer for a period of two years after ISO Network has completed providing service to Buyer. In the event of Buyer’s violation of this provision, in addition to injunctive relief, ISO Network shall recover from Buyer an amount equal to such employee’s salary based upon the average three months preceding employee’s termination of employment with ISO Network, times twelve, together with ISO Network’s counsel and expert witness fees.
- SECURITY INTEREST/COLLATERAL: In order to secure all indebtedness or liability of Buyer to Seller, Buyer hereby grants and conveys to Seller a security interest in, and mortgages to Seller all of Buyer’s equipment, inventory and proceeds thereof, accounts receivables and cash on hand. Seller is authorized to file a UCC-1 statement.
- FULL AGREEMENT/SEVERABILITY/ CONFLICTING DOCUMENTS: This agreement together with a Scope of Work, Schedule of Installation, Equipment and Services constitutes the full understanding of the parties and may not be amended, modified or canceled, except in writing signed by both parties, except ISO Network’s requirements regarding items of protection provided for in this agreement. Buyer acknowledges and represents that Buyer has not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set forth in this agreement and waives any claims in connection with same. Should any provision of this agreement be deemed void, all other provisions will remain in effect.