This Agreement for remote monitoring services (“Agreement”) is made between RemoteIQ, LLC (“COMPANY”) and the user of the Remote Monitoring Services (“CUSTOMER”). The Remote Monitoring Services (“Services”) provide remote equipment monitoring from the Internet via the COMPANY servers and associated software. The Services include a secure logon for monitoring equipment with a third party remote monitoring device (“Device”) designed to send equipment diagnostic data to COMPANY’s servers.
Unlawful Use – CUSTOMER agrees not to use the Services or Devices for any unlawful or abusive purpose or in any way that interferes with COMPANY or the Devices. CUSTOMER will comply with all laws while using the Services or Devices and will not transmit any communication that would violate any federal, state, or local law, court, or regulation. Resale of the Services or Devices is prohibited except by authorized Dealers. By using the Services and/or the Devices, CUSTOMER agrees to abide by the terms and conditions of any software license agreements applicable to any software associated with the Services or Devices.
Unauthorized Usage – CUSTOMER may not program or alter any of the Devices other than the normal programmable parameters of the Device. If any Device is stolen or Services used fraudulently, CUSTOMER must notify COMPANY immediately and provide COMPANY with such information and documentation as COMPANY may request (including, without limitation, police reports, and affidavits). COMPANY has the right to interrupt Services or restrict service to any Device, without notice to the CUSTOMER, if CUSTOMER is using the device in a fraudulent or unlawful manner.
Account Information – It is CUSTOMER’s responsibility to maintain current and accurate account information on the COMPANY system and to exercise diligence in protecting CUSTOMER’s logon and passwords.
Changes – COMPANY may amend the terms of this Agreement upon written notice to CUSTOMER, either by postal mail, email, or online notice. If CUSTOMER does not agree to the amendment, CUSTOMER may terminate this Agreement by providing written notice to COMPANY within fifteen (15) days of the date the notice was originally posted.
If CUSTOMER does not agree with the amendment but wants to continue Services, COMPANY will continue to provide Services for the term of the original Agreement provided CUSTOMER notifies COMPANY within fifteen (15) days of the date the amendment was mailed by COMPANY. If CUSTOMER continues to use the Services more than fifteen (15) days after COMPANY posts notice of an amendment, CUSTOMER will be deemed to have agreed to that amendment.
Limitation of Liability – COMPANY is not liable for (i) acts or omissions of any other service provider; (ii) Device failure or modification; (iv) any system failure or modification beyond the control of COMPANY; (v) cellular or satellite data service outages or coverage limitations of any kind.
COMPANY’s entire liability to CUSTOMER and CUSTOMER’s exclusive remedy for any cause whatsoever arising under or related to this Agreement or to the Services shall be limited to the refund of the first month’s fees paid for each Device. In no event shall COMPANY be liable to CUSTOMER for any refund or credit of fees for the Services beyond the first thirty (30) days of CUSTOMER’s use of the Services.
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER, TO ANY DESIGNATED USER OR TO ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING ANY LOST PROFITS, LOST INFORMATION OR DATA OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH EVEN IF COMPANY OR AN AUTHORIZED COMPANY DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER.
Indemnification – CUSTOMER agrees to defend, indemnify, and hold COMPANY and its affiliates harmless from claims or damages relating to (i) CUSTOMER’s breach of this Agreement or the CUSTOMER’s statements made in this Agreement and (ii) the use of the Devices or Services unless due to sole and/or gross negligence by COMPANY or its affiliates. CUSTOMER agrees to pay reasonable attorney’s fees and all applicable costs incurred by COMPANY in enforcing this Agreement. This paragraph shall survive the termination of this Agreement.
Ownership – COMPANY is the sole owner of all equipment monitoring data (“Information”) which enters into the COMPANY service. COMPANY uses its best reasonable care to protect the privacy of the Information.
Limitation of Action – Except for actions arising in connection with Indemnification (above), neither COMPANY nor CUSTOMER may bring legal action with respect to this Agreement more than one year after the legal action accrues.
Warranties – COMPANY makes no express warranties regarding the Services and disclaims any and all implied warranties, including, without limitation, any warranties of merchantability or fitness for a particular purpose. COMPANY does not authorize anyone to make any warranties on its behalf and CUSTOMER should not rely on any such statement.
Assignment – COMPANY may assign all or part of the rights or duties of COMPANY under this Agreement without such assignment being considered a change to the Agreement and may provide notice to CUSTOMER. As a result of any such assignment, COMPANY shall be released from all liability with respect to such rights or duties, or portions thereof. CUSTOMER may not assign this Agreement without prior written consent of COMPANY, which shall not be reasonably withheld.
Governing Law -This Agreement is subject to applicable federal laws of the United States of America and the laws of the State of Georgia.
Entire Agreement – This is the entire Agreement between COMPANY and CUSTOMER and supersedes any oral or written promises made between COMPANY and the CUSTOMER. This Agreement may only be amended as described herein. If the terms of this Agreement conflict with or are inconsistent with the terms of any purchase order or document provided by the CUSTOMER, the terms of this Agreement shall prevail. If any part of this Agreement is found unenforceable or invalid, the balance of this Agreement shall remain intact.