ACS Fire & Security

ACS FIRE & SECURITY (hereinafter referred to as "ACS" or "ALARM COMPANY") agrees to sell, install, and instruct Subscriber in the proper use of the Fire Alarm Equipment or System, at Subscriber's premises, and Subscriber agrees to buy, such system in accordance with this agreement, consisting of the following equipment: See attached Schedule of Fire Equipment and Services. Passcode to software remains property of ACS. Software programmed by ACS is the intellectual property of ACS and any unauthorized use of same, including derivative works, is strictly prohibited and may violate Federal Copyright laws, Title 17 of the United States Code, and may subject violator to civil and criminal penalties.
Check if Communication System, consisting of software, radio, cellular or communication connective devices, remains the property of ACS. The agreed value of the Communication System is $1800.00.
Check if Fire Alarm System to Code:
Initialhere if fire alarm system is to be installed pursuant to filed plans and specifications filed by
filed with and approved by Authority Having Jurisdiction [AHJ].
All fire alarm systems required by State Fire Marshal’s rules shall be installed, serviced, tested, repaired, inspected and improved in compliance with the provisions of the applicable standards of the National Fire Protection Association [NFPA] or other testing laboratory approved by AHJ. Subscriber shall be provided with Test Certificate in form approved by AHJ when the fire alarm system is installed, serviced, tested, repaired, inspected or improved.
Check if other than fire alarm system is included in this agreement: Specify Intrusion Access Control Environmental Other: See Attached Rider
NOTICE: Unless a Fire Alarm System to Code is selected to be installed, ACS makes no representation that the fire alarm detection equipment meets local code, fire department or any Authority Having Jurisdiction [AHJ] requirements, and it is not ACS’S responsibility to apply for any permits or fees in connection with such equipment. The law requires and ACS recommends that Subscriber install a Fire Alarm System to code with plans and specifications filed with AHJ, properly permitted, inspected and approved by AHJ. Subscriber represents that existing fire alarm system is approved by AHJ and that any repairs or replacement parts installed by ACS are not additional equipment which would require AHJ approval.
1. MONITORING CHARGES. (Cross out if not applicable)
(a) Subscriber agrees to pay ACS as per the proposal in advance for the monitoring of the FIRE ALARM system for the term of this agreement commencing on the first day of the month next succeeding the date hereof, all payments being due on the first of the month. 2. SERVICE CHARGES: (Strike out a or b)
(a) Subscriber agrees to pay ACS on a per call basis. If this agreement provides for service on a per call basis, Subscriber agrees to pay ACS for all parts and labor at time of service.
(b) Subscriber agrees to pay ACS as per the proposal in advance for the term of this agreement for labor and material to service the fire alarm system for damage caused by ordinary wear and tear commencing the first day of the month next succeeding the date hereof, all payments being due on the first of the month. 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 service and will be repaired or replaced at Subscriber’s expense payable at time of service.
3. INSPECTIONS: (Cross out if not applicable)
Subscriber agrees to pay ACS as per the proposal in advance for the term of this agreement, for inspection service. If this option is selected ACS will make inspections of the fire alarm system. (See Authority Having Jurisdiction (AHJ) inspection standards and consult with AHJ.) Unless otherwise noted in the Schedule of Equipment and Services inspection will be performed to meet the minimum requirements of the applicable code or AHJ. ACS will notify Subscriber 3 days in advance of inspection date, and it is Subscriber's responsibility to reschedule or permit access. Testing at inspection insures only that components are in proper working order at time of inspection unless otherwise reported to Subscriber at time of inspection. Inspection does not include repair.
4. UL CERTIFICATE: (Cross out if not applicable)
Subscriber agrees to pay ACS as per the proposal in advance for the term of this agreement, for an Underwriters Laboratories Inc. (UL) Central Station – Fire Alarm Certificate service. If this option is selected ACS will issue a UL Certificate for the fire alarm system. Subscriber acknowledges that UL is a separate AHJ that may want to inspect the fire alarm system. UL or the Local AHJ can require changes to the fire alarm system to keep the Certificate in force. Subscriber agrees to pay ACS for any inspections or required changes at our then prevailing rates.
5. RUNNER SERVICE: (Cross out if not applicable)
Subscriber agrees to pay as per the proposal in advance for the term of this agreement, for UL Runner Response Service for up to ______ Runs per year. If this option is selected ACS’S Runner upon notification from Remote Supervising Station of any alarm, supervisory or trouble signals, to the best of ACS’S ability will respond to Subscriber’s location within 1 hour for alarm and supervisory signals and 4 hours for trouble signals. Subscriber agrees to issues ACS (2) sets of all keys necessary for ACS to enter into all locked areas of Subscriber’s location. Subscriber agrees to pay ACS for any additional Runs at ACS’S then prevailing labor rate. Subscriber acknowledges that Runner Service is for response only and does not cover any work or repairs once ACS is on site.
If AHJ requires a technician to be sent to Subscriber’s premises after a fire alarm is dispatched Subscriber agrees to pay for such service $ per call.
6. MONITORING SERVICES PROVIDED: Upon receipt of a fire alarm signal from Subscriber’s fire alarm system, ACS or its designee communication center, hereinafter referred to as Remote Supervising Station, shall make every reasonable effort to notify Subscriber and the appropriate municipal fire department and comply with AHJ dispatch procedures. Only Subscriber will be notified of fire trouble, fire supervisory or other off normal signals as soon as may be practical. Subscriber acknowledges that signals transmitted from Subscriber's premises directly to fire departments are not monitored by personnel of ACS or its Remote Supervising Station and ACS does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Subscriber acknowledges that signals which are transmitted over telephone lines, wire, air waves, internet, Managed Facilities Voice Networks, VOIP, or other modes of communication pass through communication networks wholly beyond the control of ACS and are not maintained by ACS except ACS may own the radio network and ACS shall not be responsible for any failure which prevents transmission signals or data from reaching the Remote Supervising Station or damages arising therefrom, or for data corruption, theft or viruses to Subscriber’s computers if connected to the communication equipment. The fire alarm system and communication pathway may not function during a power failure or not maintain functionality for a 24 hour period as required by NFPA-72 for fire alarm systems and Subscriber is responsible for verifying operation of the
1
communication pathway with the communications pathway provider. Subscriber agrees to furnish ACS with a written Call List of names and telephone numbers of persons Subscriber wishes to receive notification of fire alarm signals. Unless otherwise provided in the Call List ACS will make a reasonable effort to contact the first person reached or notified on the list either via telephone call, text or email message. No more than one call to the list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with ACS’S notification obligation. All changes and revisions to the account information shall be supplied to ACS in writing. Subscriber authorizes ACS to access the control panel and/or communicator to input or delete data and programming. If Subscriber requests ACS to reprogram system functions, remotely or on premises, Subscriber shall pay ACS $90.00 for each such service, and any change in programming requires a full physical test of all fire alarm components pursuant to NFPA 72 and AHJ requirements which testing shall be at Subscriber’s expense at ACS’S customary charges. ACS may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement or in event Remote Supervising Station’s facility or communication network is nonoperational or Subscriber’s system is sending excessive false alarms. Remote Supervising Station is authorized to record and maintain all data, voice and alarm communications and shall be the exclusive owner of such property.
7. TERM OF AGREEMENT: RENEWALS: The term of this agreement shall be for a period of ten years. This agreement shall renew month to month thereafter under the same terms and conditions, unless either party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the agreement at least 30 days prior to the expiration of any term. Termination shall comply with local law.
8. INCREASES OF MONTHLY CHARGE: After the expiration of one year from the date hereof ACS shall be permitted from time to time to increase the monthly charges by an amount not to exceed nine percent each year and Subscriber agrees to pay such increase as invoiced.
9. ALARM EQUIPMENT REMAINS PERSONALTY: All equipment and material installed by ACS shall remain personal property and shall not be considered or deemed a fixture, or an addition to, alteration, conversion, improvement, modernization, remodeling, repair or replacement of any part of the realty, and Subscriber shall not permit the attachment thereto of any apparatus not furnished by ACS.
10. EQUIPMENT LIMITED WARRANTY: In the event that any part of the equipment becomes defective, ACS agrees to make all repairs and replacement of parts without costs to the Subscriber for a period of one (1) year from the date of installation. ACS reserves the option to either replace or repair the equipment, and reserves the right to substitute materials of equal quality at time of replacement, or to use reconditioned parts in fulfillment of this warranty. ACS’S warranty does not include damage caused by electric, plumbing or construction, nor damage by lightning, electrical surge, or misuse. ACS is not the manufacturer of the equipment and other than ACS’S limited warranty Subscriber agrees to look exclusively to the manufacturer of the equipment for repairs under its warranty coverage if any. Except as set forth in this agreement, ACS makes no express warranties as to any matter whatsoever, including, without limitation, the condition of the equipment, its merchantability, or its fitness for any particular purpose. ACS does not represent nor warrant that the equipment may not be compromised or circumvented, or that the system will prevent any loss by fire, smoke or water or otherwise; or that the system will in all cases provide the protection for which it is installed. ACS expressly disclaims any implied warranties, including implied warranties of merchantability or fitness for a particular purpose. The warranty does not cover any damage to material or equipment caused by accident, misuse, attempted or unauthorized repair service, modification, or improper installation by anyone other than ACS. ACS shall not be liable for consequential damages. Subscriber acknowledges that any affirmation of fact or promise made by ACS shall not be deemed to create an express warranty unless included in this agreement in writing; that Subscriber is not relying on ACS’S skill or judgment in selecting or furnishing a system suitable for any particular purpose and that there are no warranties which extend beyond those on the face of this agreement, and that ACS has offered additional and more sophisticated equipment for an additional charge which Subscriber has declined. Subscriber's exclusive remedy for ACS’S breach of this agreement or negligence to any degree under this agreement is to require ACS to repair or replace, at ACS’S option, any equipment which is non-operational. Some states do not allow the exclusion or limitation of consequential or incidental damages, or a limitation on the duration of implied warranties, so the above limitations or exclusions may not apply to you. The warranty gives you specific legal rights and you may also have other rights which may vary from state to state. Fire Alarms are required to be approved by AHJ and may require plans and specifications designed, signed and submitted by a licensed architect or professional engineer, which must be engaged by Subscriber. If ACS is installing a Fire Alarm System to code installation must be approved by the AHJ. This Limited Warranty is independent of and in addition to service contracted under paragraph 2b of this agreement. In accordance with Florida Law 633.348, all equipment supplied shall be approved by NFPA or other nationally recognized testing laboratory approved by AHJ and installed pursuant to standards approved by said testing laboratory. ACS will furnish subscriber with appropriate documentation required by testing laboratory standards, operating instructions for all equipment together with diagram of final installation.
11. DELAY IN INSTALLATION/ALTERATION OF PREMISES FOR INSTALLATION/RISK OF LOSS OF MATERIAL: ACS shall not be liable for any damage or loss sustained by Subscriber 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, including ACS’S negligence in the performance of this agreement. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence ACS is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in ACS’S sole discretion for the installation and service of the equipment, and ACS shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the equipment, and Subscriber represents that the owner of the premises, if other than Subscriber, authorizes the installation of the equipment under the terms of this agreement. Subscriber assumes all risk of loss of material once delivered to the job site.
12. TESTING OF SYSTEM: The parties hereto agree that the equipment, once installed, is in the exclusive possession and control of the Subscriber, and it is Subscriber's sole responsibility to test the operation of the equipment and to notify ACS if any equipment is in need of repair. ACS shall not be required to service the equipment unless it has received notice from Subscriber, and upon such notice, ACS shall, during the warranty period or if service has been contracted under this agreement, service the equipment to the best of its ability within 36 hours, exclusive of Saturday, Sunday and legal holidays, during the business hours of 9 a.m. and 5 p.m. Subscriber agrees to test and inspect the equipment and to advise ACS of any defect, error or omission in the equipment.
13. SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subscriber agrees to furnish, at Subscriber's expense, all 110 Volt AC power, electrical outlet, ARC Type circuit breaker and dedicated receptacle, internet connection, high speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Block or equivalent, as deemed necessary by ACS.
14. SUBSCRIBER RESPONSIBLE FOR FALSE ALARMS/PERMIT FEES: Subscriber 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 ACS for any fines relating to permits or false alarms. ACS shall have no liability for permit fees, false alarms, false alarm fines, fire response, any damage to personal or real property or personal injury caused by fire department response to alarm, whether false alarm or otherwise, or the refusal of the fire department to respond. In the event of termination of fire response by the fire department this agreement shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein. Should ACS 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 Subscriber agrees to pay ACS for such service or material.
2
15. INDEMNITY/WAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS: Subscriber agrees to and shall indemnify and hold harmless ACS, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Subscriber, including reasonable attorneys' fees and losses asserted against and alleged to be caused by ACS’S performance, negligent performance, or failure to perform any obligation. Parties agree that there are no third party beneficiaries of this agreement. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber's insurance carrier may otherwise have against ACS or ACS’S subcontractors arising out of this agreement or the relation of the parties hereto. Subscriber shall not be permitted to assign this agreement without written consent of ACS. ACS shall have the right to assign this agreement and shall be relieved of any obligations created herein upon such assignment.
16. EXCULPATORY CLAUSE: ACS and Subscriber agree that ACS is not an insurer and no insurance coverage is offered herein. The fire equipment and ACS’S services are designed to reduce certain risks of loss, though ACS does not guarantee that no loss will occur. ACS is not assuming liability, and, therefore, shall not be liable to Subscriber for any loss, data corruption or inability to retrieve data, personal injury or property damage sustained by Subscriber as a result of fire, equipment failure, smoke, intrusion, burglary, theft, hold-up, or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by ACS’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, Subscriber agrees to look exclusively to Subscriber’s insurer to recover damages. Subscriber releases ACS from any claims for contribution, indemnity or subrogation.
17. INSURANCE: The Subscriber shall maintain a policy of public liability, property damage, fire insurance under which ACS and the Subscriber are named as insured. ACS shall not be responsible for any portion of any loss or damage which is recovered or recoverable by the Subscriber from insurance covering such loss or damage or for such loss or damage against which the Subscriber is indemnified or insured. Subscriber shall obtain insurance to cover any loss the fire alarm services are intended to detect to one hundred percent of the insurable value, and Subscriber and all those claiming rights under Subscriber waive all rights against ACS and its subcontractors for loss or damages caused by perils intended to be detected by the fire alarm services or covered by insurance to be obtained by Subscriber, except such rights as they may have to the proceeds of insurance.
18. LIMITATION OF LIABILITY: Subscriber agrees that should there arise any liability on the part of ACS as a result of ACS’S negligent performance to any degree or negligent failure to perform any of ACS’S obligations pursuant to this agreement or any other legal duty, equipment failure, or strict products liability, that ACS’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 Subscriber wishes to increase ACS’S amount of limitation of liability, Subscriber 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 ACS’S increased liability. This shall not be construed as insurance coverage.
19. LEGAL ACTION: The parties agree that due to the nature of the services to be provided by ACS, the payments to be made by Subscriber for the term of this agreement are an integral part of ACS’S anticipated profits and in the event of Subscriber’s breach of this agreement it would be difficult if not impossible to reasonably estimate ACS’S actual damages. Therefore, in the event of Subscriber’s default of this agreement Subscriber shall pay to ACS all amounts due for installation, extras, and 80% of the balance due for the term of this agreement as liquidated damages. Additionally, in the event ACS retained ownership of the communication system and Subscriber breaches this agreement ACS may, at its option, either remove its Communication System or deem same sold to Subscriber for 80% the amount specified as the agreed value of the communication system. ACS may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement and shall be permitted to terminate all its services under this agreement and deactivate the System without relieving Subscriber of any obligation herein and may notify AHJ of termination. All actions or proceedings against ACS must be based on the provisions of this agreement. Any other action that Subscriber may have or bring against ACS 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, and this consent to arbitrate shall survive the termination of this agreement.
If ACS prevails in any litigation or arbitration between the parties, Subscriber shall pay ACS’S legal fees. The parties waive trial by jury in any action between them unless prohibited by law. In any action commenced by ACS against Subscriber, Subscriber shall not be permitted to interpose any counterclaim and Subscriber agrees that it will not participate in any class action against ACS as claimant or class member. Any action by Subscriber against ACS must be commenced within one year of the accrual of the cause of action or shall be barred. Subject to Subscriber’s right to bring any claim against ACS for up to $1,000 in small claims court having jurisdiction, 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. Subscriber submits to the jurisdiction and laws of Florida and agrees that any litigation or arbitration between the parties must be commenced and maintained in the county where ACS’S principal place of business is located.
20. ACS’S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that ACS is authorized and permitted to subcontract any services to be provided by ACS to third parties who may be independent of ACS, and that ACS shall not be liable for any loss or damage sustained by Subscriber by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties and that Subscriber appoints ACS to act as Subscriber’s agent with respect to such third parties. ACS shall be permitted to assign this agreement and upon such assignment shall have no further obligation hereunder. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to ACS’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, manufacturers, vendors and communication centers of ACS.
21. CENTRAL OFFICE MONITORING SERVICES: Monitoring of the fire alarm is governed by paragraph 6 of the Agreement and supplemented in this paragraph unless inconsistent with AHJ monitoring requirements. Upon receipt of a signal from Subscriber’s alarm system, ACS or its designee central office shall make every reasonable effort to notify Subscriber and the appropriate municipal police or fire department depending upon the type of signal received. Not all signals will require notification to the authorities and subscriber may obtain a written response policy from ACS. No response shall be required for supervisory, loss of communication pathway, trouble or low battery signals. Subscriber acknowledges that signals transmitted from Subscriber's premises directly to municipal police or fire departments are not monitored by personnel of ACS or ACS's designee central office and ACS does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Subscriber acknowledges that signals which are transmitted over telephone lines, wire, air waves, internet, VOIP, radio or cellular, or other modes of communication pass through communication networks wholly beyond the control of ACS and are not maintained by ACS except ACS may own the radio network, and ACS shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom, or for data corruption, theft or viruses to Subscriber’s computers if connected to the alarm communication equipment. Subscriber agrees to furnish ACS with a written Call List of names and telephone numbers of those persons Subscriber wishes to receive notification of
3
alarm signals. Unless otherwise provided in the Call List ACS will make a reasonable effort to contact the first person reached or notified on the list either via telephone call, text or email message. No more than one call to the list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with ACS’s notification obligation. All changes and revisions shall be supplied to ACS in writing. Subscriber authorizes ACS to access the control panel to input or delete data and programming. If the equipment contains video or listening devices permitting central office to monitor video or sound then upon receipt of an alarm signal central office shall monitor video or sound for so long as central office in its sole discretion deems appropriate to confirm an alarm condition. If Subscriber requests ACS to remotely activate or deactivate the system, change combinations, openings or closings, or re-program system functions, Subscriber shall pay ACS $90.00 for each such service. ACS may, without prior notice, suspend or terminate its services, in central office’s sole discretion, in event of Subscriber’s default in performance of this agreement or in event central office facility or communication network is nonoperational or Subscriber’s alarm system is sending excessive false alarms. Central office is authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive owner of such property. All Subscriber information and data shall be maintained confidentially by ACS.
22. SERVICE: Service pursuant to paragraph 3(b)(ii), includes all parts and labor, and ACS shall service upon Subscriber's request the security system installed in Subscriber's premises between the hours of 9 a.m. and 5 p.m. Monday through Friday, within reasonable time after receiving notice from Subscriber that service is required, exclusive of Saturdays, Sundays and legal holidays. All repairs, replacement or alteration to the security system made by reason of alteration to Subscriber'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 Subscriber. 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 service and will be repaired or replaced at Subscriber’s expense payable at time of service. No apparatus or device shall be attached to or connect with the security system as originally installed without ACS's written consent.
23. SUBSCRIBER REMOTE ACCESS: If Remote Access is included in the Schedule of Equipment and Services to be installed and services provided by ACS, the equipment will transmit data via Subscriber’s high speed Internet, cellular or radio communication service from remote pendant supplied by ACS or Subscriber’s Internet or wireless connection device which is compatible with ACS’s remote services. ACS will grant access to server permitting Subscriber to monitor the security system, access the system to arm, disarm and bypass zones on the system, view the remote video camera(s) and control other remote automation devices that may be installed. The remote services server is provided either by ACS or a third party. ACS shall install the camera(s) in a permissible legal location in Subscriber’s premises to permit Subscriber viewing. ACS shall have no responsibility for failure of data transmission, corruption or unauthorized access and shall not monitor or view the camera data. Electronic data may not be encrypted and wireless components of the alarm system may not meet Advanced Encryption Standard specifications for encryption of electronic data established by the US National Institute of Standards and Technology and ACS shall have no liability for access to the alarm system by others.
24. WIRELESS AND INTERNET ACCESS CAPABILITIES: Subscriber is responsible for supplying high speed Internet access and or wireless services at Subscriber’s premises. ACS does not provide Internet service, maintain Internet connection, wireless access or communication pathways, computer, smart phone, electric current connection or supply, or in all cases the remote video server. In consideration of Subscriber making its monthly payments for remote access to the system ACS will authorize Subscriber access. ACS is not responsible for Subscriber’s access to the Internet or any interruption of service or down time of remote access caused by loss of Internet service, radio or cellular or any other mode of communication used by Subscriber to access the system. Subscriber acknowledges that Subscriber's security system can be compromised if the codes or devices used for access are lost or accessed by others and ACS shall have no liability for such third party unauthorized access. ACS is not responsible for the security or privacy of any wireless network system or router. Wireless systems can be accessed by others, and it is the Subscriber's responsibility to secure access to the system with pass codes and lock out codes. ACS is not responsible for access to wireless networks or devices that may not be supported by communication carriers and upgrades to subscriber’s system will be at subscriber’s expense.
25. ACCESS CONTROL SYSTEM OPERATION AND LIMITATIONS: If selected as a service to be provided and included in the Schedule of Equipment and Services, Access Control equipment shall be connected to a computer supplied by the Subscriber and connected to Subscriber’s computer network. If data storage or backup is selected service ACS or its designee shall store and /or backup data received from Subscriber’s system for a period of one year. ACS shall have no liability for data corruption or inability to retrieve data even if caused by ACS’s negligence. Subscriber’s data shall be maintained confidential and shall be retrieved and released only to Subscriber or upon Subscriber’s authorization or by legal process. Internet access is not provided by ACS and ACS has no responsibility for such access or IP address service. ACS 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.
26. (a) ACCESS CONTROL ADMINISTRATION: If selected as a service to be provided ACS will maintain the data base for the operation of the Access Control System. Subscriber will advise ACS of all change in personnel and or changes access levels of authorization and restrictions, providing Access card serial numbers or biometric data and such information that Subscriber deems necessary to identify personnel. All communication by Subscriber to ACS regarding personnel access must be in writing via email or fax to addresses designated by ACS. ACS shall have remote Internet access to the Subscriber’s designated access control computer to program and make data base updates to the system. Subscriber is responsible for maintaining its computer and computer network and Internet access
(b) VIDEO SYSTEM OPERATION AND LIMITATIONS: If selected as a service to be provided and included in the Schedule of Equipment and Services, Video equipment is attached to a digital recorder computer and Subscriber shall not use the computer for any other purpose. Subscriber shall be permitted to access and make changes to the system’s operation on site and over the internet. If data storage is selected service, ACS shall store data received from Subscriber’s system for one year. ACS shall have no liability for data corruption or inability to retrieve data even if caused by ACS’s negligence. Subscriber’s data shall be maintained confidential and shall be retrieved and released only to Subscriber or upon Subscriber’s authorization or by legal process. Telephone or internet access is not provided by ACS and ACS has no responsibility for such access or IP address service. If system has remote access ACS is not responsible for the security or privacy of any wireless network system or router, and it is the Subscriber’s responsibility to secure access to the system with pass codes and lock outs. ACS 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.
27. STREAMING VIDEO DATA / CCTV / EXCESSIVE DATA USAGE: If selected as a service to be provided and included in the Schedule of Equipment, upon receipt of a video signal the video system is designed to activate in the central station and record video data reception, upon which, ACS or its designee central office, shall make every reasonable effort to notify Subscriber by email, text, or voice message and the appropriate municipal police or fire department. Subscriber acknowledges that signals transmitted from Subscriber's premises directly to municipal police or fire departments or Subscriber’s internal security stations are not monitored by personnel of ACS or ACS’s designee central office and ACS does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Subscriber acknowledges that signals which are transmitted through the internet, over telephone lines, wire, air waves, cellular, radio, internet, VOIP, or other modes of communication pass through communication networks wholly beyond the control of ACS and are not maintained by ACS, except ACS may own the radio network, and ACS shall not be responsible for any failure
4
which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom, or for data corruption, theft or viruses to Subscriber’s computers if connected to the alarm communication equipment. Subscriber agrees to furnish ACS with a written list of names and telephone numbers of those persons Subscriber wishes to receive notification of signals. All changes and revisions shall be supplied to ACS in writing. Subscriber authorizes ACS to access the supervisory panel to input or delete data and programming. If Subscriber requests ACS to remotely activate or deactivate the system, change combinations, openings or closings, or re-program system functions, Subscriber shall pay ACS $75.00 for each such service. ACS may, without prior notice, suspend or terminate its services, in central station’s sole discretion, in event of Subscriber’s default in performance of this agreement or in event central station facility or communication network is nonoperational or Subscriber’s alarm system is sending excessive false alarms. Central station is authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive owner of such property. ACS shall have no liability for excessive data usage expense incurred by Subscriber attributable to the equipment or services provided herein. All Subscriber information and data shall be maintained confidentially by ACS.
28. GUARD RESPONSE: If guard response is specified as a service to be provided, upon receipt of an alarm signal, ACS or its subcontractor shall as soon as may be practical send one or more of its guards to the Subscriber's premises. Unless guard determines that the alarm is a false alarm and that no situation requiring police or fire department services exist, the guard shall notify the central station or police or fire department directly that an emergency situation exists and wait up to 15 minutes for the municipal police or fire department personnel or Subscriber to arrive at the premises and if permitted by the police shall assist in making a search of the premises to determine the cause of the alarm condition. If provided with keys to the premises the guard shall endeavor to secure the premises and repair the security equipment. However, Subscriber acknowledges that the guard is not required to enter the premises or to render any service to the security equipment and shall not be required to remain stationed at Subscriber's premises for more than 15 minutes after initial arrival. Subscriber authorizes the guard to take such action the guard deems necessary to secure the premises and reset the alarm, though Subscriber acknowledges that the guard may not be able to or may not have sufficient time to secure the premises or reset the alarm and put same in working order. If Subscriber requests ACS to station its guard at the premises for more than 30 minutes, and ACS has sufficient personnel to provide such service, and ACS makes no such representation that its personnel will be available, then Subscriber agrees to pay ACS $65.00 per half hour plus tax for such service. Subscriber agrees to confirm the request to ACS to provide extended guard service by email, text or recorded conversation to ACS at the time request is made and ACS is authorized to ignore any request not confirmed within 15 minutes.
29. NON-SOLICITATION: Subscriber agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity any employee of ACS assigned by ACS to perform any service for or on behalf of Subscriber for a period of two years after ACS has completed providing service to Subscriber. In the event of Subscriber’s violation of this provision, in addition to injunctive relief, ACS shall recover from Subscriber an amount equal to such employee's salary based upon the average three months preceding employee's termination of employment with ACS, times twelve, together with ACS’S counsel and expert witness fees.
30. SECURITY INTEREST/COLLATERAL: In order to secure all indebtedness or liability of Subscriber to ACS, Subscriber hereby grants and conveys to ACS a security interest in, and mortgages to ACS all of Subscriber's equipment, inventory and proceeds thereof, accounts receivables and cash on hand. Subscriber agrees to allow ACS to execute in Subscriber's name a UCC-1 statement.
31. FULL AGREEMENT/SEVERABILITY/CONFLICTING DOCUMENTS: This agreement along with the Schedule of 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 ACS’S requirements regarding items of protection provided for in this agreement imposed by Authority Having Jurisdiction. Subscriber acknowledges and represents that Subscriber 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 shall be enforced.