Monitoring Services Terms (Business Employer)

These Monitoring Services Terms (“Monitoring System Terms”) apply to Monitoring Services provided by Silent Beacon, LLC (“SBL”) or its agents to Customer and Beacon Holders.  The terms and conditions of the License and Lease Agreement between SBL and Customer (“Agreement”) are incorporated into and made part of these Terms by reference, including, without limitation, Subsections 9.12 and 9.13 and Sections 5, 6, and  8 thru 10.   Terms used herein but not defined herein shall have the meanings as set forth in the Agreement.

1. Use and Service.1.1     Use of Service. By accessing or using the Monitoring Services provided through SBL by a third-party monitoring service (“Call Center”), Customer is (and on behalf of its Beacon Holders is) accepting and agreeing to be bound by the terms and conditions set forth herein. SBL may modify the Monitoring Service Terms (including, without limitation, rates, fees, prices, charges or features) at any time, in its sole discretion. If Customer continues to use the Monitoring Services after the Monitoring Service Terms have been modified, Customer is agreeing (and is agreeing on behalf of Customer’s Beacon Holders) to be bound by the modified Monitoring Service Terms.   Because the Beacon and  App continue to evolve, SBL may change or discontinue all or any part of the Monitoring Services, at any time and without notice, in our sole discretion.

   1.2  Customer and Call Center.  Customer agrees that SBL has satisfied the obligation to provide Monitoring Services by contracting with the Call Center to provide such Monitoring Services, and SBL shall not have any additional obligation to arrange for or provide Monitoring Services.

   1.3  Definition of Services.  The Monitoring Services consist solely of a Call Center notifying the person(s), identified in advance by Customer, in writing (the “Contact List”) and emergency response authorities (“First Responders”) upon the Call Center’s receipt of a phone call from the End User reporting conditions that require assistance (a “Response Condition”) within a reasonable period of time (i) under the circumstances at Call Center’s facilities and (ii) the priority of the Response Condition as determined by the Call Center upon receipt of the information.  Call Center will use commercially reasonable efforts to determine the appropriate First Responder contact information, but SBL and Call Center are relieved of all liability related to failure to obtain, obtaining and using the First Responder contact information, even if Call Center or SBL is negligent in any such respect.  Customer understands, acknowledges and agrees that (i) following a Response Condition, but before contacting any First Responders, Call Center may, in its sole and absolute discretion and without any liability, contact or attempt to contact the end user or the end user’s Contact List as frequency as Call Center deems appropriate to verify the need to notify First Responders of the Response Condition, and (ii) after receiving verbal advice from the end user, any person on the Call List, any person at or about the location, or any person who communicates with us through the system, to disregard the Response Condition, Call Center may, in each case, and in its sole and absolute discretion and without any liability, refrain from contacting First Responders or advise First Responders of the receipt of such advice to disregard the Response Condition.

   1.4  No Service Situations. No Monitoring Services shall be rendered for (i) signals that have not been specified and defined in advance in writing by SBL, (ii) voice communication from the end user which, in the sole and absolute discretion of Call Center, does not clearly reveal the necessity for services, or (iii) voice communication from the end user or any person on behalf of the end user, which does not request assistance.  Customer and/or end users are solely liable for any activation or use of the system and any costs, expenses, losses, damages and liabilities arising out of or from or related to Monitoring Services and actions requested of Call Center in connection with this Agreement, even if end users are not the ones activating or using the system or making the request of Call Center, and even if the activation or use of the system or the request of Call Center is unauthorized by Customer and/or end users.

   1.5  Communications.  Call Center’s efforts to communicate with the Contact List or with First Responders shall be satisfied by (a) reporting of a Response Condition to any person on the Contact List or any First Responder, or (b) if efforts to communicate are unsuccessful, one attempt to contact (i) each person on the Contract List, and (ii) the applicable First Responder(s).  The Monitoring Services are only available in the United States.  The Services ARE NOT A SUBSTITUTE FOR 9-1-1, and in fact, if Call Center conferences in 9-1-1 emergency services on the end user’s behalf, there could be a delay in reaching 9-1-1 emergency services.

2. Compliance with Law and Limitations Due to Problems. The Monitoring Services (i) are subject to all applicable laws, rules, regulations, policies and tariffs (collectively “Laws”), and (ii) may be subject to transmission limitations, delays and other problems inherent in the use of any communication path including, without limitation, the failure, malfunction or interruption of any communication path due to human or natural causes including, without limitation, telephone, cellular, radio, global positioning system, location services, satellite and internet connectivity problems or provider problems, radio, satellite or cellular transmission interference caused by, among other reasons, atmospheric or topographical conditions, and force majeure events (collectively “Problems”).  Neither SBL nor Call Center is responsible for or liable for any delays, delivery failures, loss or damage resulting from Laws or Problems. In addition, the number or frequency of communications from the system (including from improper installation of equipment, system or software) or from an end user may be deemed to be excessive transmissions by Call Center in its sole and absolute discretion (“Excessive Communications”).  Call Center’s determination of Excessive Communications may result in the suspension or deactivation of all or certain methods of communication with a call services facility, in each case, as determined in the sole and absolute discretion of Call Center and without any duty or liability of Call Center or SBL of any kind as a result of any such suspension or deactivation even if Call Center or SBL is negligent.
3. Responsibility for Costs. Customer and/or Beacon Holders have the sole responsibility to maintain, and pay all costs related to, the end user’s cell phone connected to the Beacon.  Customer and/or the Beacon Holders are responsible for all alarm permits and permit fees, agree to file for and maintain any permits required by applicable law and indemnify or reimburse SBL for any fines relating to permits or false alarms.  SBL and Call Center 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 policy or fire department response to an alarm, whether false alarm or otherwise, or the refusal of the police or fire department or other First Responder to respond.  In the event of termination of police or fire response by the municipal police or fire department, this contract shall nevertheless remain in full force and Customer shall remain liable for all payment provided for herein.  Should SBL or Call Center be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the Monitoring Service Terms, Customer agrees to pay SBL for such service or material. Customer shall pay, without any right to be reimbursed by Call Center or SBL, all fines, fees, costs, expenses and penalties assessed against Customer, Beacon Holder, Call Center or SBL by any court or governmental agency for the failure to company with all laws applicable to Customer and/or Beacon Holders or the system, including, but not limited to, related to the use of the First Responders.
4. Transfer, Third-party Beneficiary and Subcontract of Services. Customer authorizes SBL to disclose and transfer to any third-party providing call center services any and all information provided by Customer and/or Beacon Holders, including access to the Customer’s and/or the end user’s account. The Call Center is a third-party beneficiary of these Monitoring Service Terms and has the right to enforce these Monitoring Service Terms against Customer and/or Beacon Holders (as it relates to Monitoring Services).  Customer agrees that SBL is authorized and permitted to subcontract any services to be provided by SBL to third parties who may be independent of SBL, and that SBL shall not be liable for any loss or damage sustained by Customer and/or Beacon Holders by reason of fire, theft, burglary or any cause whatsoever caused by the negligence of third parties, except that SBL shall not obligate Customer and/or Beacon Holders to make any payments to such third parties.  Customer and Beacon Holders appoint SBL to act as Customer’s and Beacon Holder’s agent with respect to such third parties, except that SBL shall not obligate Customer and/or Beacon Holders to make any payments to such third parties.  Customer acknowledges on behalf of itself and the Beacon Holders, and particularly those paragraphs relating to SBL’s disclaimer of warranties, exception from liability, even for its negligence, limitation of liability and third-party indemnification, inure to the benefit of and are applicable to any assignee, subcontractors and communication centers of SBL.
5. Payment. Customer is responsible to pay for the Monitoring Services on time and in full in accordance with the Agreement.  Failure to timely pay by Customer could result in SBL suspending or disconnecting Customer’s and/or Beacon Holder’s account or assessing a late fee.  In addition, failure to pay may result in SBL seeking legal action against Customer.  Customer is responsible for all costs and expenses related to the collection of Customer unpaid fees, including attorneys’ fees.
6. Cancellation of Services. Customer may cancel Monitoring Services upon thirty (30) days’ notice prior to the beginning of the next month. To cancel, Customer needs to call (1-888-652-1172) and tell SBL that Customer wants to cancel the Monitoring Service.    From time to time, upon fifteen (15) days’ notice to Customer, SBL may increase the fees for Monitoring Services.  Such increase in fee will be in effect fifteen (15) days after SBL’s notice unless Customer cancels the Monitoring Service within fifteen (15) days after the receipt of the notice.
7. Termination by SBL. SBL may terminate Monitoring Services without cause, in which case we will give Customer notice 30 days prior to the effective date of termination after which Customer’s and Beacon Holders accounts will be deactivated and Monitoring Services will terminate.  This means that we can decide to cease providing the Monitoring Services to Customer and Beacon Holders at any time and for any reason, even for reasons unrelated to Customer or Customer’s account with SBL.  Also, SBL may terminate Customer’s and Beacon Holders’ Monitoring Services without prior notice to Customer for any good cause.  This means, for example, SBL can terminate  Monitoring Services immediately if Customer or an end user breaches any part of these Monitoring Service Terms or the Agreement, Customer fails to pay amounts that are due to SBL, Customer interferes with SBL’s efforts to provide Monitoring Services, interferes with SBL’s business, or if Customer’s and/or Beacon Holder’s Monitoring Services or wireless phone number is used for illegal or improper purposes.  Neither Customer nor any Beacon Holder have any right to have the Monitoring Service reactivated, even if Customer and/or Beacon Holder’s cure any of these problems.  Whether SBL allows Customer and/or Beacon Holders  to have Monitoring Services again will be entirely up to SBL.  SBL can suspend Customer’s and/or Beacon Holder’s  Monitoring Services for any reason.  SBL can also suspend Monitoring Services for network or system maintenance or improvement, of if there is network congestion, or if SBL suspects Customer’s and Beacon Holders’ Monitoring Services are being used for any illegal, improper or unauthorized purpose.
8. Personal Use. Customer may only use the Monitoring Services for Beacon Holders’ own personal safety. Only Beacon Holders may use the Beacon to call the Call Center.
9. Consent for Call Center to Contents and Communications. Customer hereby consents to the Call Center recording, storing and using the contents of all signals and all communications in the ordinary course of the Call Center’s business pursuant to these Monitoring System Terms. Customer shall make all required disclosures and obtain prior consent from all Beacon Holders and Recipients to all activities relating to Customer’s, Beacon Holders’ and Recipients’ use of the Monitoring System, including recording, storing and using the contents of all signals and all communications of Beacon Holders and Recipients in the ordinary course.
10. Additional Terms. Customer agrees to indemnify and hold harmless SBL, its users, agents and subcontractors from and against all claims, lawsuits, including those brought by third-parties or by Customer and/or Beacon Holders, including reasonable attorneys’ fees and losses, asserted against and alleged to be caused by SBL’s performance, negligence or failure to perform any obligation under these Monitoring Services Terms.  Parties agree that there are no third-party beneficiaries of this contract except for Call Center.  Customer on Customer’s behalf and any insurance carrier waive any right of subrogation Customer’s insurance carrier may otherwise have against SBL or SBL’s subcontractors arising out of this agreement or the relation of the parties hereto.  Customer shall not be permitted to assign these Monitoring Service Terms without written consent of SBL.  SBL shall have the right to assign this contract and shall be relieved of any obligations herein upon such assignment.
11. One Year Statute of Limitation. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Customer’s or its Beacon Holders’ use of the Beacon, SBL App or Monitoring Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
12. Suspension of Services. The Call Center’s and SBL’s obligations hereunder are suspended automatically without notice to Customer and Call Center, SBL and their representatives are released for and from all expense, loss or damage to Customer in the event (i) the Call Center or SBL, any facilities necessary to operate the Call Center or SBL, or any equipment, network or technology used to transmit data or voice to or from the Call Center or SBL, is destroyed, damaged, malfunctions or is inoperable for any reason whatsoever, or (ii) Force Majeure events.