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This Service Agreement (this “Agreement”) is by and between DVR Connections, LLP.,
a Texas Company (“DVR Connections”), and you. This Agreement sets forth the terms
and conditions pursuant to which DVR Connections will provide you DVR connectivity
and remote monitoring services, along with all other services for which you subscribe.
1. Term of Agreement and Automatic Renewal.
The term of this Agreement shall begin on the date you order DVR Connections’ services
and shall continue in full force and effect for the term you have chosen. The term
of this Agreement will automatically renew unless written notice is given by DVR
Connections or you at least fifteen (15) days prior to the end of the then-current
term.
2. Your Payment Obligations.
You shall be billed the fees for DVR Connections’ services based on the payment
option that you selected during your initial on-line sign up with DVR Connections.
If your credit card is not valid or if payment is not made for any reason, then
you will be considered in default under the Agreement. If any payment due to DVR
Connections under this Agreement is not paid when due, then you shall pay interest
on the past due amount on a daily basis from the due date until the date paid at
a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law.
You shall also pay DVR Connections all collection expenses incurred by DVR Connections,
including costs and reasonable attorneys' fees, whether or not DVR Connections is
required to commence formal legal action under this Agreement.
3. Your Obligations.
During the term of this Agreement you shall: (a) not cause or allow robots or other
automated processes to act upon or interact with DVR Connections' systems or user
interfaces without prior written permission from DVR Connections; (b) not use DVR
Connections' services in a way that causes unreasonable load on DVR Connections'
systems or unwanted load on systems with which you direct DVR Connections' services
to interact; (c) not monitor or attempt to connect to a DVR system that is not owned
by you without written permission from the respected DVRs owner; (d) suspend monitoring
for monitored DVR’s that will be or have been down for an extended period of time
(generally 30 days or more); (e) comply with all state and federal laws, rules,
regulation and tariffs regarding any specific applications and use of the DVR Connections’
services; (f) not be a competitor of DVR Connections; (g) not create or activate
duplicate accounts; (h) pay all sales or use taxes as billed by DVR Connections;
and (i) pay all other local, state or federal taxes arising out of your use of Services
(excluding any income taxes) and provide DVR Connections with written proof of payment
upon request. If you fail to pay any such taxes, DVR Connections may at its option,
pay the applicable taxes, charges and fees, and you will reimburse DVR Connections
for those payments.
4. Your Responsibility for Equipment and Related Costs.
You are responsible for obtaining and maintaining all DVRs, telephone, computer
hardware, Internet access services and other equipment or services needed to access
and use DVR Connections’ services and all costs and fees associated with Internet
access or long distance charges incurred with regard to your access and use of DVR
Connections’ services.
5. Termination.
You shall not have the right to terminate the term of this Agreement unless DVR
Connections breaches this Agreement and fails to cure such breach within thirty
(30) days of receiving written notification of such breach from you. DVR Connections
shall have the right to immediately terminate this Agreement and/or cease providing
any and all services to you upon the occurrence of any of the following: (a) your
failure to pay any amount when due; (b) your breach of this Agreement; or (c) any
representation or warranty by you in this Agreement is or becomes untrue.
Upon the termination of the term of this Agreement, all amounts payable by you to
DVR Connections shall become immediately due and payable and DVR Connections may
take any other lawful action DVR Connections may deem appropriate.
6. NO WARRANTIES.
DVR CONNECTIONS’ SERVICES ARE PROVIDED "AS IS," WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, FREEDOM
FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS, ANY WARRANTY WITH RESPECT
TO THE QUALITY, PERFORMANCE, ACCURACY OR FUNCTIONALITY OF DVR CONNECTIONS’S SERVICES
OR ANY INFORMATION OBTAINED FROM OR PROVIDED BY DVR CONNECTIONS OR THAT DVR CONNECTIONS’S
SERVICES WILL BE ERROR FREE. DVR CONNECTIONS DOES NOT GUARANTEE THE QUALITY OR CONDITION
OF DVR CONNECTIONS’S SERVICE AND DOES NOT GUARANTEE THAT DVR CONNECTIONS’S SERVICES
WILL BE AVAILABLE ONE HUNDRED PERCENT (100%) OF THE TIME.
7. LIMITATIONS ON LIABILITY; DISCLAIMER.
YOU AGREE NOT TO HOLD DVR CONNECTIONS LIABLE FOR ANY LOSSES RESULTING FROM DVR
CONNECTIONS’S SERVICES NOT BEING AVAILABLE. FURTHERMORE, DVR CONNECTIONS SHALL NOT
BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR
ALERTS PROVIDED BY DVR CONNECTIONS.
DVR CONNECTIONS SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY
THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS
OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH
OR VIOLATION OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF
WWW.DVRCONNECTIONS.COM; (III) YOUR INABILITY TO ACCESS OR USE
WWW.DVRCONNECTIONS.COM FOR ANY REASON; OR (IV) YOUR RELIANCE OR USE
OF DVR CONNECTIONS’ SERVICES.
YOU FURTHER AGREE THAT DVR CONNECTIONS SHALL NOT BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY MONETARY AMOUNT IN EXCESS OF THE FEES PAID TO DVR CONNECTIONS BY YOU
DURING THE PRECEDING TWELVE (12) MONTHS.
YOU UNDERSTAND AND AGREE THAT TECHNOLOGICAL INNOVATION, CONFIGURATION CHANGES,
SOFTWARE UPGRADES, AND ROUTINE MAINTENANCE, AMONG OTHER PROCEDURES NECESSARY TO
SERVICE AND UPDATE A DVR AND/OR COMPUTER SYSTEM, MAY CAUSE OR LEAD TO NEW AND UNIDENTIFIED
SECURITY RISKS. DVR CONNECTIONS’ PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DOES
NOT ENSURE PROTECTION FROM ANY OF THESE NEW AND UNIDENTIFIED SECURITY RISKS. FURTHERMORE,
COMPUTER HACKERS AND OTHER THIRD PARTIES ACTING IN VIOLATION OF FEDERAL, STATE,
AND FOREIGN LAWS INCREASINGLY USE HIGHLY SOPHISTICATED TECHNIQUES AND TOOLS TO DISRUPT
OR HARM DVR AND/OR COMPUTER SYSTEMS, RESULTING IN REGULARLY CHANGING THREATS AND
CHALLENGES TO DVR AND/OR COMPUTER SYSTEMS, FROM WHICH DVR CONNECTIONS’S PERFORMANCE
OF SERVICES UNDER THIS AGREEMENT CANNOT GUARANTEE PROTECTION.
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR DVR AND/OR COMPUTER
SYSTEM. DVR CONNECTIONS’ PERFORMANCE OF ANY SERVICES UNDER THIS AGREEMENT SHALL
NOT CONSTITUTE A REPRESENTATION OR WARRANTY BY DVR CONNECTIONS REGARDING THE SECURITY
OF YOUR DVR AND/OR COMPUTER SYSTEM, INCLUDING BUT NOT LIMITED TO, ANY REPRESENTATION
OR WARRANTY REGARDING YOUR COMPUTER SYSTEM’S PROTECTION AGAINST INTRUSIONS, VIRUSES,
VIRUS THREATS, OR ANY OTHER SECURITY THREATS.
8. Your Indemnification of DVR Connections.
You shall defend, indemnify and hold harmless DVR Connections and its officers,
directors, shareholders, employees, independent contractors, agents, representatives
and affiliates from and against all claims and expenses, including, but not limited
to, attorneys’ fees, arising out of, or attributable to: (i) any breach or violation
this Agreement by you; (ii) your failure to provide accurate, complete and current
personal information requested pursuant to registration, if required; (iii) your
access or use of DVR Connections’ services; (iv) access or use of
www.dvrconnections.com under any email address, username or password that
may be issued to you; and/or (v) any third party claims brought against DVR Connections
or DVR Connections’ assignees or agents arising out of (a) monitoring scans of the
DVR(s) provided by you; (b) our disclosure of the scan results to you; and/or (c)
your use or disclosure of the scan results. Your indemnification obligations shall
survive the termination of this Agreement.
9. Miscellaneous.
- Amendments. The provisions of this Agreement may not
be amended, supplemented, waived or changed orally, but only by a writing signed
by the party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.
- Assignments. You may neither assign your rights or duties
without DVR Connections' written consent, which DVR Connections may withhold at
DVR Connections' sole discretion. You may not resell, lease, transfer, exchange
or barter DVR Connections’ services. Upon prior notice to you, DVR Connections may
assign or subcontract all or part of DVR Connections' rights and obligations under
the Agreement, in which event you will look only to DVR Connections' assignee and
not to DVR Connections for any further performance
- Force Majeure. Neither party shall be liable nor deemed
in default under this Agreement for any failure to perform or delay in performing
any of its obligations hereunder due to or arising out of any act not within its
control, including, without limitation, acts of God, strikes, lockouts or other
industrial disputes, war, riots, lightening, fire, storm, flood, explosion, interruption
or delay in transportation or power supply, governmental laws, regulations or other
restraints, communications systems breakdowns, hardware or software failures, inability
to obtain necessary equipment, materials or services in the open market, or any
failure of any supplier to supply or any delay of any supplier in supplying any
necessary equipment, materials or services. Neither party's rights under this Agreement
shall be affected by its failure to meet or delay in meeting any condition of this
Agreement where such failure or delay is caused by one of the events referred to
above and all times provided for in this Agreement shall be extended for a period
commensurate with the periods of delay.
- Preparation of Agreement. This Agreement shall not be
construed more strongly against any party regardless of who is responsible for its
preparation. The parties acknowledge each contributed and is equally responsible
for its preparation.
- Severability. If any provision of this Agreement is
contrary to, prohibited by or deemed invalid under applicable law or regulation,
such provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible. If any provision of
this Agreement may be construed in two or more ways, one of which would render the
provision invalid or otherwise voidable or unenforceable and another of which would
render the provision valid and enforceable, such provision shall have the meaning
which renders it valid and enforceable.
- Waivers. The failure or delay of any party at any time
to require performance by another party of any provision of this Agreement, even
if known, shall not affect the right of such party to require performance of that
provision or to exercise any right, power or remedy hereunder. Any waiver by any
party of any breach of any provision of this Agreement should not be construed as
a waiver of any continuing or succeeding breach of such provision, a waiver of the
provision itself, or a waiver of any right, power or remedy under this Agreement.
No notice to or demand on any party in any circumstance shall, of itself, entitle
such party to any other or further notice or demand in similar or other circumstances.
- Headings. The headings contained in this Agreement are
for convenience of reference only, are not to be considered a part of the Agreement
and shall not limit or otherwise affect in any way the meaning or interpretation
of this Agreement.
- Governing Law; Jurisdiction; Arbitration. This Agreement
is to be governed and construed in accordance with the internal laws of the State
of Texas, without regard for principles of conflicts of laws. Any civil action,
claim, dispute or proceeding arising out of or relating to this Agreement, except
for an injunctive action regarding a breach or threatened breach of any provision
of this Agreement by you, shall be referred to final and binding arbitration, before
a single arbitrator, under the commercial arbitration rules of the American Arbitration
Association in Dallas County, Texas. The arbitrator shall be selected by you and
DVR Connections, and if you and DVR Connections are unable to reach agreement on
selection of the arbitrator within thirty (30) days after the notice of arbitration
is served, then the arbitrator shall be selected by the American Arbitration Association
Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive
upon you and DVR Connections and your and DVR Connections' respective administrators,
executors, legal representatives, successors and assigns, and may be entered in
any court of competent jurisdiction. Notwithstanding the previous sentence, in no
event shall either you or DVR Connections be entitled to punitive damages and both
you and DVR Connections hereby waive your and DVR Connections' respective rights
to any punitive, special, indirect or consequential damages, including, but not
limited to, damages for any loss of profit, revenue or business.
- Entire Agreement. This Agreement represents the entire
understanding and agreement between you and DVR Connections with respect to the
subject matter hereof, and supersedes all other negotiations, understandings and
representations (if any) made by and between you and DVR Connections.
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