PREVENTATIVE MAINTENANCE SERVICE AGREEMENT
READ CAREFULLY: ADDLESTONE INC. HEREINAFTER (“ADDLESTONE”) WILL PROVIDE MAINTENANCE AND REPAIR SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT (“AGREEMENT”).
BY PAYING FOR, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU AGREE TO ENTER INTO THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN ADDLESTONE AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF, OR THE COMPANY HEREINAFTER “End-User” OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE AND MAINTENANCE SERVICES.
IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: DO NOT ACCESS OR USE THE SOFTWARE AND DO NOT PAY FOR THE SERVICES. ERASE ALL SOFTWARE FROM ALL DEVICES WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUISITION.
THIS AGREEMENT (the “Agreement”) is entered into by and between YOU (“End-User”), and Addlestone INC. (“Addlestone”) a Delaware Corporation located at P.O. Box 4561, Wilmington, DE 19807.
WHEREAS, Addlestone wishes to provide maintenance and repair services to
End-User for End-User’s Video Surveillance System (the “System”), as defined below;
WHEREAS, End-User wishes to obtain the same services from Addlestone;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Parties agree to the following terms and conditions:
Section 1. The System. End-User’s system consists of the surveillance camera components currently installed on the property described above. It is acknowledged and agreed that no other components, no replacement components, and no supplemental components (except for replacement and supplemental components furnished by Addlestone) shall be covered by this Agreement unless expressly agreed in a written addendum to this Agreement, which is signed by both Parties.
Section 2. Addlestone’s Duties. Addlestone agrees to conduct a physical inspection of
End-User’s System every (12) months, which inspection shall include a test of the various functionalities of the System. Addlestone will inspect the camera(s) for function and clarity, and will provide System Software updates for free as updates become available or as requested by End-User. Addlestone will repair or replace any component of the System that is not operating to specification, whether the inoperable component is discovered in the course of an inspection, by report from End-User, or as a result of Addlestone’s Monitoring Service. Addlestone shall respond to each End-User service call within twenty four (24) hours after Addlestone receives notification of the malfunction. Addlestone shall replace defective or obsolete System components with merchantable replacement components and assign all warranties thereon to End-User. Addlestone will invoice End-User for replacement components, labor.
2.2 Addlestone will provide a reduced labor rate to End-User for all labor to be performed for the End-Users system. The End-User will receive the Addlestone “preferred rate” which will be a 60% (sixty percent) discounted rate from the then current Addlestone “standard rate” per hour. Addlestone reserves the right to change the Labor rates at any time with 10 days’ written notice.
Section 3. End-User Representations. End-User warrants and represents that:
3.1 It is the lawful owner or lessee of all components of the System; and
3.2 To the best of End-User’s knowledge, the System is free from defects in materials, installation, or design.
Section 4. End-User’s Acknowledgments.
4.1 End-User understands and acknowledges that Addlestone’s responsibility to
repair or replace System components is contingent upon none of the following occurring:
End-User or others moving or disconnecting any component of the System;
End-User or others attempting to clean, adjust, repair, modify, or supplement any component of the System;
End-User or others opening the DVR or NVR case;
End-User or others attempting to cut, pull or splice any System wiring or cables; and
End-User or others changing fuses or power supplies, attempting to change or update System software, changing hard drives, entering or deleting users or their privileges, entering or deleting passwords, attempting to access administrator account, plugging in or unplugging cameras’ video or power leads, obstructing any camera view, obstructing airflow to the DVR or NVR, or causing a “hard shutdown” (system shutdown or power interruption while the System is running).
4.2 End-User understands and acknowledges that Addlestone’s responsibility to
repair or replace System components is contingent upon all of the following occurring:
End-User maintaining the ports indicated in the ports list, attached hereto as part of Exhibit “C”, as open and allowing TCP and UDP traffic through the End-Users network firewall to the DVRs internet protocol address.
End-User and its System operators always logging in and out;
End-User allowing physical access to the equipment;
End-User affording Addlestone the opportunity to perform its periodic inspection and cleaning of System components; and
End-User having paid and paying all Addlestone invoices in a timely manner.
4.3 End-User acknowledges that none of the equipment installed at End-User’s
premises is the property of Addlestone, and that Addlestone has made no representations, warranties, or agreements regarding the equipment beyond the scope of the warranty quoted in the Agreement for installation of the System or any components thereof.
Section 5. Subscription Fee and Component Costs. In consideration of Addlestone
performing its services under this Agreement, End-User agrees to pay to Addlestone the maintenance fee of fifty ($50.00) U.S. dollars per DVR System per calendar month. In addition, End-User agrees to pay, when invoiced, Addlestone’s invoices for the cost of labor, replacement components. All Addlestone invoices are due when presented and, if not paid within thirty (30) days of presentation, will accrue a carrying charge of 1.5% per month, compounded monthly. Addlestone reserves the right to change the Subscription Fee and Component Cost at any time with 10 days’ written notice.
5.1 Payment will be made by credit card that will be automatically charged monthly 1 month in advance of any services.
Section 6. Term and Termination. The term of this Agreement shall be at will and can be terminated at any time by either party for any reason. No refunds will be provided for any reason.
Section 7. Notices. All notices required under this Agreement shall be deemed sufficient if
delivered to the other Parties E-Mail Address.
Section 8. Limitation of Liability and Liquidated Damages. The Parties agree that
Addlestone shall not be liable for any consequential damages arising out of any breach of this Agreement, and that any default on the part of Addlestone under this Agreement, if such default be acknowledged by Addlestone or found by any arbitrator or court of competent jurisdiction, shall be answerable with a single award of liquidated damages in the sum of Two Hundred Fifty ($250.00) Dollars, and End-User covenants to indemnify and save harmless Addlestone from any cost or expense (including End-User’s reasonable attorney fees) arising out of any attempt by End-User to recover consequential damages or damages in excess of the liquidated damages stipulated herein.
Section 9. System Monitoring by Addlestone. Addlestone will log onto End-User’s
System, activate communication software, and utilize Addlestone’s servers to monitor the performance of End-User’s Systems running Addlestone Software or Software installed by Addlestone and from time to time visually confirm the clarity, condition, and direction of the cameras. The purpose of the monitoring is to hasten the recognition of conditions which could impair or interrupt system operation.
9.1 Upon receipt of a signal described in Paragraph 12 of this Agreement, Addlestone
shall make every reasonable effort to notify by telephone persons formally designated in your online account as people to notify, of any issues. End-User acknowledges that signals that are transmitted over telephone lines, wire, air waves, or other modes of communication pass through communication networks wholly beyond the control of Addlestone and are not maintained by Addlestone and, therefore, Addlestone shall not be responsible for any failure which prevents transmission signals from reaching Addlestone’s monitoring equipment or damages arising therefrom.
9.2 End-User agrees to furnish Addlestone with a written list of names and telephone
numbers of those persons End-User wishes Addlestone to notify of “Maintenance Needed” signals. as requested by Addlestone.
9.3 Addlestone’s duty to monitor the System will terminate upon any termination of
this Agreement. Upon such termination, End-User will allow Addlestone remove all software installed by Addlestone and ensure that the communication device component of its System has been properly disconnected from Addlestone’s monitoring equipment. Any Proprietary programming information that may remain contained within system shall remain the intellectual property of Addlestone. In the event monitoring is terminated for any reason, Addlestone shall have the right to disregard “Maintenance Needed” signals and take whatever measures may be necessary to remove or erase the programming to prevent signals from being transmitted to Addlestone.
Section 10. Not an Insurance Contract. End-User agrees that Addlestone is not an insurer
and that no insurance coverage is offered hereunder. Payments by End-User are for the maintenance of its surveillance system, including monitoring from time to time designed to hasten the discovery of conditions which impair or interrupt System function. End-User acknowledges that there are no guarantees that it’s System, or Addlestone’s maintenance or monitoring thereof, will reduce or eliminate the risk of a loss. Addlestone is not assuming responsibility, and therefore shall not be liable to End-User, for any loss or damage suffered by End-User as a result of burglary, hold-up, fire, smoke, equipment failure, failure of Addlestone
to respond to signals, or any other cause whatsoever, regardless whether such loss—be it property damage, personal injury or both—was caused by or contributed to by Addlestone’s negligence or failure to perform any obligation hereunder.
Section 11. Arbitration. Any action or dispute between the Parties arising under this Agreement or either Party’s performance hereunder, including issues of arbitrability, shall, at the option of either Party, be determined by arbitration administered by the National Arbitration Association, under its Commercial Arbitration Rules. Additional information is available at www.natarb.com.
Section 12. Monitoring Signals. Addlestone will alert the End-User of the following signals received by Addlestone’s servers: (1) video lost signals, (2) connection lost signals, (3) hard drive status signals, (4) abnormal shutdown signals.
Section 13. Miscellaneous.
13.1 Headings. Headings of the various paragraphs and sections of this Agreement
are for ease of reference only and are not intended to affect the application of, or limit, the language contained in those paragraphs and sections.
13.2 Amendments. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof, supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein. No modification, amendment, or waiver of any of the provisions of this Agreement shall be effective unless in writing signed by the Parties.
13.3 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
13.4 Waiver. No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement.
13.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns.
13.6 Choice of Law. This Agreement shall be interpreted under and construed in accordance with the laws of the State of Delaware, without regard to principles governing conflicts of law. The Parties unconditionally submit themselves and their respective property in any legal or equitable action or proceeding to the jurisdiction of the courts in and of the State of
Delaware and waive any objection that the Parties now or hereafter may have to the venue to such action or proceeding.
13.7 Jury Trial. The Parties hereto waive their respective rights to have a trial by jury. Any action or proceeding by either Party to this Agreement against the other arising under this Agreement or from either Party’s performance thereunder, must be commenced within one (1) year from the date of the accrual of the cause of action or the claim shall be barred.
13.8 Mutual Cooperation. Each Party agrees to execute such additional documents or
do such additional acts as may reasonably be requested by the other to afford the requesting Party the benefits of this Agreement.