Last updated: October 19, 2022
Region: United States of America; Puerto Rico;
Guam; U.S. Virgin Islands; Canada.
Service:
AlarmNet® (including AlarmNet
360™ and ancillary services currently listed at alarmnet.com and alarmnet360.com).
1.
Overview
These terms are Service Specific Terms that
apply to your use, sale and resale of the Service in
the region(s) indicated above. These Service Specific Terms are subject to and
form part of the Terms of Service between you and the specific affiliate of
Resideo Technologies, Inc. identified as providing the Service to you, which
for this Service is AlarmNet®, Inc. (2 Corporate
Center Drive, Suite 100, PO Box 9040, Melville, NY 11747, USA) or, if you are
established in Canada, ADEMCO III Ltd. (Corporation# 10739057 with its
registered office address at 20 Meteor Drive, Toronto, ON M9W 1A4, Canada).
Certain capitalized words and phrases have special meanings that are provided
where they first appear herein or elsewhere in the Terms of Service.
2.
Service-Specific Use Rights
The
Service is comprised of four parts, as further detailed in the Documentation and as may be modified from time to time in
accordance with the Terms of Service:
(a) a
web-based tool ("AlarmNet 360™")
that can be used for provisioning, configuration and analysis of relevant
Security Systems, as well as account and location management;
(b) the
ability to enable and disable certain Security Systems ("Total Connect
Activation") and/or certain position tracking features ("Position
Tracking") so that Subscribers can remotely configure and interact
with their Security Systems and/or monitor the position of their vehicles via
one or more of our relevant apps, and provided that such Subscribers have the
required Security System(s) or other relevant Devices, installed the relevant
app(s), agreed to our applicable terms and created an account associated with
such Security System(s);
(c) as part
of Total Connect Activation, make modifications to the look of the Service via
Total Connect Activation as specifically permitted by, and in accordance with
these Service Specific Terms and the Documentation and to direct Subscribers
(including by way of web link) to our relevant apps; and
(d) access
to certain networks ("AlarmNet®")
that route certain signals from relevant Security Systems to relevant Central
Stations and vice versa.
You may not have access to all
of the Service's features and related Use Rights, depending on your
configuration, the way you use the Service, whether you are an Account Owner or
Central Station and whether and what Fees you pay. If you are an Account Owner
and you elect to not use the AlarmNet® Services noted
in (d) above, you acknowledge and agree that the Security System is NOT
intended to and will NOT provide any protection of life or property, shall NOT
be configured or used as a life safety system, and will NOT be connected to a
central monitoring station for reporting of these or any other events and shall
inform your Users of the same.
3.
Your rights and obligations
You may
only use the Service if you are an Account Owner and/or a Central Station. You
may authorize your Users to use your Use Rights in relation to the Services as
set out in these Service-Specific Terms and the Resideo Pro Terms. You and all of your Users may only use the Service in in the
region(s) indicated above.
You shall establish, either directly or through
your Users, whether it is appropriate to install, or have installed, the
Security System and to determine the type of Security System and the Service
appropriate for each Subscriber. We do not provide, manufacture
or install the Security System. We do not guarantee that the Service will be
compatible with all Security Systems and/or any other Devices. You agree that
only Security Systems designed for use with the Service and authorized by us
shall be installed.
You may incur additional fees from your third party providers (including, where you are an Account
Owner, your Central Station) in connection with your use of the Service, any
Security System or other relevant Device, or the internet, for data
transmission, video clip or still image transmission, internet usage, SMS,
short code or other transmission fees, charges or taxes. For the avoidance of
doubt, your payment as Account Owner to your Central Station for any services
does not guarantee your right to the Service provided under these Service
Specific Terms. You acknowledge and agree that you have no property right in
any account number or phone number assigned to you in connection with the
Service and that any such number can be changed from time to time.
All
Security Systems are subject to compromise or failure to warn for a wide
variety of reasons. You must arrange for regular tests of the Security
System(s) that you manage via the Service to assure that its many sophisticated
and sensitive components are in good working order, and to take appropriate
action if any component fails to function properly during a periodic test. If
you install a previously-used Security System in a new
location or for a new Subscriber, you must ensure that the Security System is
reset to its factory settings before connecting it to the Service.
You must promptly repair or disable any
Security System that malfunctions or otherwise interferes with the proper
operation of the Service and/or any of our other Services. You acknowledge and
agree that we shall have the unfettered right, without liability, to remotely
disconnect any Security System at any time in connection any malfunction and/or
any interference with, unauthorized use of or fraud on
the Service or any of our other Services or as directed by a TSP and as further
described in Section 9 (Subscriber transfers and removals).
You
must make your Subscribers aware that their Security System is programmed with
information unique to that Subscriber (including, where relevant, their
address) and that the Subscriber must notify you in advance with they propose
to move the Security System to a new location and/or move out of the premises
being monitored by the Security System.
Where you enable Position Tracking as part of
the Service, you understand and will make your Subscribers aware that Position Tracking:
(a)
may
only be used in accordance with applicable law and as intended in the
applicable Documentation;
(b)
requires
a Security System being installed in the Subscriber's vehicle (or other item
being tracked via Position Tracking) and equipped with sufficient and constant
internal or external battery power in order for Position Tracking to function
(and where the relevant Security System draws power from an external source
such as a car battery, the car should be used regularly to avoid the battery being
drained);
(c)
is
dependent upon satellite and location-based cellular activity and is,
therefore, subject to unanticipated outages;
(d)
stores
data concerning the vehicle or other item being tracked (such as current and
past locations) and that such data may be subject to disclosure under
applicable law.
You
acknowledge and agree that you are specifically prohibited from making any
additional copies of the Service (and/or any IPR comprised therein), for
charging for any copies, however made, and from distributing such copies with
other products of any kind, commercial or otherwise, without our prior written
signed permission. You agree that you will not resell any part of the Service,
except as specifically provided in these Service-Specific Terms.
4.
Services Availability, Third Party
Relationships
You
understand that any radio or other specific communications Device forming part
of relevant Security System(s) that is used to communicate with the Service may
be unique and may not be suitable for use with any other system or service if
you no longer use the Service.
We
provide the Service utilizing TSPs whose services are beyond our control. We
and the TSPs will use commercially reasonable efforts to correct errors and
minimize down time of the Service. However, we do not operate or control the
TSPs and make no representation regarding the operation or accessibility of the
TSPs. Your sole remedy in the case of unavailability
is to terminate these Service-Specific Terms or cancel any affected
Subscriber’s account.
The Service is intended to operate over the
internet, cellular radio carriers and/or other common telecommunications
networks. Neither we nor our Affiliates shall have any liability arising out of
or resulting from the failure to transmit or receive any message as a result of connections with or to the internet or as a
result of your or any of your Subscriber's internet or wireless connection. You
acknowledge that your Subscribers have purchased internet connectivity services
from a third-party provider and that you hereby release us and our Affiliates
from all liability resulting therefrom. It is recommended that Security Systems
connected to and/or monitored by the Service be configured with secondary
communications means, such as a digital dialer. You and/or your Subscribers are
responsible for maintaining appropriate caution, and insuring life and property
with the types and amounts of insurance you and/or your Subscribers deem
appropriate.
YOU ACKNOWLEDGE THAT THE AVAILABILITY OF THE
SERVICE (WHETHER OR NOT OVER WIFI, WIRED ETHERNET OR INTERNET) IS DEPENDENT ON
SUBSCRIBER’S SECURITY SYSTEM, HOME WIRING, SUBSCRIBER’S INTERNET SERVICE
PROVIDER, SUBSCRIBER’S SATELLITE PROVIDER IN THE CASE OF GEOLOCATION SERVICES,
AND SUBSCRIBER’S MOBILE DEVICE CARRIER AND YOU ACKNOWLEDGE THAT YOU ARE
RESPONSIBLE FOR ALL FEES ASSOCIATED WITH SUCH USE AND FOR COMPLIANCE WITH ANY
AGREEMENTS RELATED TO SUCH USE. YOU FURTHER ACKNOWLEDGE THAT WE AND ANY TSPs
CANNOT GUARANTEE THE SECURITY OF ANY WIRELESS TRANSMISSION AND WILL NOT BE
LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICE. WE MAKE NO
GUARANTEE THAT THE SERVICE WILL BE COMPATIBLE WITH ALL RELEVANT DEVICES OR
SECURITY SYSTEMS. YOU SHOULD FIRST TEST YOUR SUBSCRIBERS' SECURITY SYSTEMS AND
RELEVANT DEVICES FOR COMPATIBILITY BEFORE CONNECTING THEM TO THE SERVICE.
EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THESE SERVICE SPECIFIC TERMS, WE
MAKE NO GUARANTEE OF UPTIME OR AVAILABILITY OF OUR SERVICES.
In the event any third party makes any claim or
commences any action against us, our Affiliates, any TSP, your Central Station
or, where you are a Central Station, an Account Owner, or any of their present
or future officers, directors, employees, parents, subsidiaries, agents,
successors, assigns, contractors, licensees or affiliates, or any Subscriber
(together, the "Indemnified Parties") related in any manner to
our provision of or your use of the Service (whether or not in breach of these
Service-Specific Terms and including, for the avoidance of doubt, our sharing
of information with relevant third parties (as contemplated in Sections 3 and
8), or your provision of your own services that are, in part, reliant on the
Service (either directly or through a Central Station and/or User) to any
Subscriber), whether based upon or due to alleged defects, acts or omissions,
active or passive negligence, strict or product liability, breach of warranty or
contract, libel, slander, property damage, infringement of any IPRs, personal
injury or death, or otherwise, you agree to and shall indemnify, defend and
save the Indemnified Parties harmless, jointly and severally, from and against
all liabilities, losses, claims, damages and judgments, including but not
limited to payment of all costs, interest, expenses and attorney's fees. The
foregoing indemnity shall not apply to claims or actions resulting solely and
directly from our or our TSP's gross negligence or willful misconduct.
You
hereby release the Indemnified Parties from and waive any and all rights to
interpose any claim, defense, counterclaim or third party
claim against the Indemnified Parties in the event any action is commenced
against you by any third party.
6.
Warranty Disclaimers and Liability Limitations
We warrant that we shall use our commercially
reasonable efforts to remedy any interruptions to the Service in a reasonable period of time, however; there is no guarantee of
uninterrupted service. The TSPs' and our sole responsibility is
to permit your connection to the Service. Subject to the foregoing, we, our
Affiliates and the TSPs have no liability or responsibility whatsoever for the
Service.
IF WE, OUR AFFILIATES OR THE TSPs SHOULD
NEVERTHELESS BE FOUND LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS,
DAMAGE OR INJURY ARISING UNDER THESE SERVICE-SPECIFIC TERMS OR OTHERWISE,
REGARDLESS OF CAUSE OR ORIGIN, ON ANY BASIS WHATSOEVER, (INCLUDING WITHOUT
LIMITATION BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT
OR OTHERWISE), EVEN IF AS A RESULT OF THEIR NEGLIGENCE OR GROSS NEGLIGENCE,
THEIR TOTAL CUMULATIVE, AGGREGATE, MAXIMUM LIABILITY TO YOU REGARDLESS OF THE
SERVICES YOU RECEIVE IS LIMITED TO AND SHALL NOT IN ANY CASE EXCEED THE LESSER
OF: (i) THE AGGREGATE FEES PAID BY YOU TO US IN THE
SIX MONTHS PRECEDING THE EVENT GIVING RISE TO OUR LIABILITY; OR (ii) $1,000.00
WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST THEM. IN ADDITION, IN
NO EVENT SHALL WE, OUR AFFILIATES, THE TSPs OR THEIR RESPECTIVE PRINCIPALS,
SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR
PARENT ORGANIZATIONS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF THE SERVICE, OUR OTHER
RELEVANT SERVICES OR TO YOUR RELATIONSHIP WITH US, EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
THE SERVICE, AND ANY AND ALL ACCOMPANYING IPR,
DOCUMENTATION, FILES, DATA AND MATERIALS, ARE DISTRIBUTED AND PROVIDED AS IS,
AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR
IMPLIED. WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING
WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICE
REMAINS WITH YOU. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES THAT EXTEND BEYOND
THE FACE HEREOF.
You understand that a properly installed and
maintained Security System and the Service may only reduce the risk of
burglary, robbery, carbon monoxide build-up, fire or otherwise without warning,
but it is not insurance or a guarantee that any such burglary, robbery, fire or
otherwise will not occur or that there will be no personal injury or property
loss as a result. EVEN IF THE SECURITY SYSTEM(S) IS TESTED REGULARLY AND THE
COMPONENTS ARE OPERATING IN ACCORDANCE WITH SPECIFICATIONS, THERE CAN BE NO
GUARANTEE THAT IT WILL NOT BE COMPROMISED OR CIRCUMVENTED BEFORE IT
COMMUNICATES WITH THE CENTRAL STATION, OR THAT IT WILL PROVIDE ADEQUATE WARNING
IN ANY GIVEN SITUATION, OR THAT IT WILL PREVENT ANY PERSONAL INJURY OR PROPERTY
LOSS BY BURGLARY, ROBBERY, FIRE OR OTHERWISE. FURTHER, THERE IS NO GUARANTEE
THAT THE SECURITY SYSTEM OR INTERNET, CELLULAR OR PHONE CONNECTIVITY WILL
TRANSMIT OR RECEIVE ALL SIGNALS SENT BY OR TO SUBSCRIBER OR SUBSCRIBER’S
ACCOUNT OWNER, USER(S) OR CENTRAL STATION REGARDING
THE SERVICES TO WHICH SUBSCRIBER HAS SUBSCRIBED, INCLUDING, BUT NOT LIMITED TO,
SIGNALS REGARDING THE ACTIVATION OR DEACTIVATION OF SUBSCRIBER’S SECURITY
SYSTEM OR OTHER RELEVANT DEVICE. You understand further that
Security Systems (in particular but without limitation
those comprised of consumer products such as "smart" assistants and
other lifestyle products and services) may function in an unexpected manner,
may trigger false alerts and/or may not detect genuine security concerns. Due
to the very nature of radio waves and other communications technologies, there
may be times when Security Systems are unable to maintain contact with or
(re-)transmit signals via the Service to the relevant Central Station. The
entire risk arising out of use, performance or non-performance of the Service
remains with you and your Subscriber.
WE, OUR AFFILIATES AND OUR/THEIR TSPs HAVE NO
LIABILITY OR RESPONSIBILITY WHATSOEVER FOR THE CHOICE OF SECURITY SYSTEM AND/OR
OTHER DEVICES INSTALLED AT SUBSCRIBER’ PREMISES, THEIR INSTALLATION AND
CONNECTION, OR OPERATION OF THE RELEVANT CENTRAL STATION, OR THE RELEVANT
ACCOUNT OWNER'S (AND THEIR USER'S) ACTIONS OR OMISSIONS. WE WILL HAVE NO
LIABILITY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE OR ANY OTHER LOSS BASED ON A
CLAIM THAT THE SECURITY SYSTEM AND/OR OTHER DEVICES FAILED TO GIVE WARNING OR
ALERT OF ANY TYPE AND YOU HEREBY RELEASE US FROM ALL LIABILITY RESULTING
THEREFROM. You acknowledge and agree that neither we nor our Affiliates, the
TSPs, your Central Station (if you are an Account Owner), the Account Owner (if
you are a Central Station) are your and/or your Subscribers' insurer and that
they shall be exempt from liability for all loss or damage which the Security
System(s) or monitoring is designed to detect or avert. You acknowledge that
you are not a third party beneficiary of any agreement
between us and any TSP, and that such third party will have no legal,
equitable, or other liability of any kind to you. The responsibilities of your
Central Station and our relevant Affiliates relating to the Security System(s)
are governed by your agreements with them.
ANY DELAY OR FAILURE IN PERFORMANCE RESULTING
DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES OR CAUSES BEYOND ITS
REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, INTERNET RESTRICTIONS OR
FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT RESTRICTIONS
OR FAILURES OR BANDWIDTH LIMITATIONS. WE MAKE NO WARRANTY AS TO THE COMPLETION,
CLARITY OR OVERALL QUALITY OF ANY PARTICULAR TRANSMISSION MADE USING THE
SERVICE.
YOU UNDERSTAND AND AGREE THAT YOU:
1) HAVE NO CONTRACTUAL
RELATIONSHIP WITH THE UNDERLYING WIRELESS SERVICE CARRIER;
2) ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN US AND THE
UNDERLYING CARRIER;
3) THAT THE UNDERLYING
CARRIER HAS NO LIABILITY OF ANY KIND TO YOU, WHETHER FOR BREACH OF CONTRACT,
WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE; AND
4) THAT DATA TRANSMISSIONS
AND MESSAGES MAY BE DELAYED, DELETED OR NOT DELIVERED, AND 911 OR SIMILAR
EMERGENCY CALLS MAY NOT BE COMPLETED.
7.
Payment, where applicable
If we
have provided you with a billing account number, you must pay the Fees in
accordance with the AlarmNet® Price List (as updated
from time to time in accordance with these Terms of Service). In the event
payment is not made as required, we may give electronic notice of termination,
in which event the provisions of Section 8 (Term and Termination) shall apply.
8.
Term and Termination
These Service-Specific Terms shall commence on
the Service Commencement Date, and shall continue in
effect for one year and shall automatically renew for successive one (1) year
terms unless terminated as provided for in the Terms of Service.
You may terminate these Service-Specific Terms
at any time upon fourteen (14) days electronic written notice to us.
We are not responsible for any Account Owner
using or ceasing to use any Central Station via the Service and any and all fees due to any such Central Station resulting
from such actions. If we cease providing the Service or any part thereof, no
party shall have any liability to you. You must look exclusively to your
Central Station or your Account Owner (as appliable) for refunds of any amounts
pre-paid by you to your Central Station and/or Account Owner (as applicable)
for services that rely in whole or in part on the Service.
In addition to our termination rights set out
elsewhere in the Terms of Service, we shall have the right to, at our
discretion, refuse, suspend or terminate your access to the Service and/or to
terminate these Service-Specific Terms:
(i) immediately upon electronic
written notice to you in the event:
a. that any contract,
license or permit required to provide or maintain the Service are suspended,
revoked, cancelled or withdrawn, or otherwise terminated;
b. of any insolvency or
suspension of your operations or any petition filed or proceeding made by or
against you under any state, federal or other applicable law relating to
bankruptcy, arrangement, reorganization, receivership
or assignment for the benefit of creditors or other similar proceedings, or
c. you have breached these
Service Specific Terms, any other provision of the Terms of Service (including
because you have not paid any and all Fees when due under the Terms of
Service), or (where you are the Account Owner) any other contract between you
and your Central Station or your Central Station and us; in each such case, you
shall be responsible for any unpaid Subscriber-related Fees, as indicated in
the Price List.
(ii) thirty (30) days
following electronic notice by us in the case that you are an Account Owner,
and your designated Central Station no longer has valid Terms of Service with
us, and a valid Central Station is not replaced within such thirty (30) days
period.
(iii) sixty (60) days
following electronic written notice by us to you, informing you that we have
determined in our sole discretion that it is no longer economically beneficial
or desirable for us to maintain the Service or to provide the Service to you or
any individual Subscriber for any reason.
If
this Agreement is terminated pursuant to this Section, you shall have thirty
(30) days from the effective date of termination to make such arrangements as
you deem appropriate to provide for your Subscribers and to notify your
Subscribers of the pending termination of the Service. You agree to pay any and all Fees that are due or may come due, through and
including the date on which the Service is discontinued to us for providing the
Service.
You shall not be entitled to any refunds or
credits from us and payment shall be due for the full
month in which termination becomes effective.
9.
Subscriber transfers and removals
The Services may provide
the ability ("Transfer Facility") to transfer Subscribers from
one Service customer of ours (the "Transferor") to another
(the "Transferee"). Your use of the Transfer Facility as
Transferor or Transferee is subject to the following:
i. You must comply with the Documentation we make available in
respect of the Transfer Facility.
ii. As Transferor, you may only use the Transfer Facility if
you are the Account Owner in respect of the relevant Subscribers and you have
paid all Fees that are due to us at that time. If you have not paid Fees that
are due to us, you must not use the Transfer Facility and you understand that
any transfers you attempt to execute via the Transfer Facility, whether as
Transferor or Transferee, in breach of this sub-Section may not be successful,
may be reversed and/or may result in additional Fees payable by you to us.
iii. As Transferor, you must only transfer Subscribers to a
Transferee if that Transferee has explicitly agreed in advance to such
transfer.
iv. As Transferor, you must only use the Transfer Facility in
respect of your own Subscribers who have explicitly agreed in advance to being
transferred by you to the Transferee and whose accounts with you are in good
standing, not terminated, not expired and not overdue.
v. As Transferor, you have obtained all required permissions,
rights and consents and given adequate advance notice as required under
applicable law for us to transfer your relevant Subscribers' Personal Data to
the Transferee.
vi. As Transferor, you acknowledge and agree that the
Transferee may reject an attempted transfer of Subscribers and that you are
liable for all Fees relating to such Subscribers until such transfer is
confirmed.
vii. As Transferee, you acknowledge and agree that if you accept
the transfer of another Service customer's Subscribers, you are liable for all
Fees arising out of such transfer and/or relating to such Subscribers and that
you must pay such Fees when they fall due (including any Fees that are, at the
time of transfer, overdue).
viii.
As
Transferee, you acknowledge and agree that we shall have no liability arising
out of or related to any transferred Subscribers (whether or
not such transfer was successful), including as regards their accounts
with, payments to and/or claims against the Transferee and/or Transferor.
Upon
notification to you, we may remove any Subscriber, either permanently or
temporarily in the circumstances described in Section 3 (Your rights and
obligations) above. The Subscriber may be reinstated if you certify to us that
the problem has been resolved. In the event of Subscriber removal pursuant to
this Section, you shall be responsible for any Fees incurred due to the
interference of this Subscriber on the Service, as well as any other costs
associated with the reinstatement of such Subscriber, including installation
time, labor, and repair Fees.
In the event these Service -Specific Terms
terminate or expire and you failed to make appropriate arrangements for your
Subscribers, we shall have the right, but not the obligation, to arrange for
those Subscribers to be transferred to another Service customer of our choice,
in which event you shall cooperate in the smooth transition of Subscribers to
that Service customer.
10.
Insurance
You shall maintain in full force and effect
throughout the term of these Service-Specific Terms commercial general
liability insurance with limits of not less than $1 million (if you are
exclusively an Account Owner) or $ 3 million (if you are a Central Station) per
occurrence, insuring your indemnification obligations and all claims by third
parties relating to the Service, arising from or relating to the period during
which this Agreement is in effect. You shall include us as an additional
insured on your insurance policy or policies on a primary and non-contributory
basis. You must provide us at the Service Commencement Date and thereafter on
an annual basis with proof of such coverage in the form of an electronic copy
of your Certificate of Insurance. Where we make a facility available in the
Services to provide such electronic copy to us, you shall use such facility.
This insurance coverage must include the obligation to defend any actions
brought against you, or against us regarding the Service, and must provide that
coverage may not be cancelled or modified unless we have been given thirty (30)
days advance electronic written notice. If you breach this Section 9
(Insurance), we may either terminate the Terms of Service immediately upon
electronic written notice to you or elect to continue to provide the Services
under the then-current Service-Specific Terms, notwithstanding the absence of
satisfactory insurance.
WAIVER
OF SUBROGATION – YOU AND YOUR INSURER AGREE TO WAIVE ALL SUBROGATION RIGHTS
AGAINST US, OUR PARTNERS, PARTNERSHIPS, JOINT VENTURES, PARENTS, SUBSIDIARIES,
AND AFFILIATED COMPANIES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS
AND AGENTS. THIS MUST BE EVIDENCED IN THE CERTIFICATE OF INSURANCE.
11.
Notices
We can use the Service to send you any notices
and communications hereunder, or send you notices by email to the email address
registered for you in the Services or via mail. All communications from you to
us that require immediate attention shall be transmitted by telephone or email
and then confirmed by written notice and shall be deemed duly given upon
receipt. All written notices and other communications under these
Service-Specific Terms from you to us shall be via mail, as follows:
To ALARMNET® (if
you are not established in Canada):
ALARMNET,
Inc.
2
Corporate Center Drive, Suite 100
PO Box
9040
Melville,
NY 11747
USA
Attn: AlarmNet® General Manager
In each
case with a copy by post to:
Resideo
Technologies, Inc.
Vice
President and General Counsel
2
Corporate Center Drive, Suite 100
PO Box
9040
Melville,
NY 11747
USA
To ALARMNET®
(if you are established in Canada):
ADEMCO
III Ltd.
20
Meteor Drive,
Toronto,
ON M9W 1A4,
Canada
Attn: AlarmNet® General Manager
And a
copy by email to legalnotices@resideo.com
12.
Definitions.
As used herein, each of the following terms
shall be defined and construed as follows:
“Account Owner” shall mean any person or
entity has agreed with any Subscriber to manage and/or arrange for the
monitoring by a Central Station of such Subscriber's Security Systems and/or
other relevant Devices via the Service and pay Fees to us for such Service. You
may be an Account Owner.
“Central Station” shall mean any entity
or person that is responsible for monitoring and/or responding to messages sent
by relevant Subscribers' Security Systems' and/or other relevant Devices via
the Service. You may be a Central Station and, if you are a Central Station,
you may also be an Account Owner in respect of those Subscribers with whom you
have agreed (whether directly or arranged via third parties) to monitor their
Security Systems.
“Price List” shall mean the list of Fees
for the Service, provided to you via the Service, as such may be amended from
time to time.
“Subscriber” shall mean any entity or
person whose Security System and/or other relevant Devices connect to and are
monitored by the Account Owner and/or the Central Station via the Service
"Security System" means the
Subscriber hardware, software, mobile apps, related third party services or
other relevant Devices, in each case whether formally certified to a relevant
security standard or merely consumer products (such as "smart"
assistants or other lifestyle products and services) which can (also) be used
to identify and send alerts at a Subscriber’s premises (or relevant vehicles/items
being monitored via Position Tracking) and connected to and/or monitored by the
Service and/or any of our other relevant Services and which are designed to
warn of possible harm or impairment to persons or property (and which, for the
avoidance of doubt, may include HVAC systems) or changes in their location.
"TSPs" shall mean commercial
third-party service providers from whom we obtain and then use or make
available services as part of the Service, such as telephone service providers,
wireless carriers, high-speed communications providers, internet content
providers, or internet service providers.