TERMS AND CONDITIONS
SIGNAL FIRE INC.
6160 Transverse Drive
Las Vegas, NV 89146
Terms and Conditions
SALE AND INSTALLATION
SIGNAL FIRE INC. (hereinafter referred to as “SIGNAL”; 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 Equipment and Services for included equipment, sale and installation charges. Passcode to software remains the property of SIGNAL. Software programmed by SIGNAL is the intellectual
property of SIGNAL 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. SIGNAL’s signs and decals remain the property of SIGNAL and must be removed upon termination of this agreement.
1. MONITORING SERVICES PROVIDED: Upon receipt of a fire alarm signal from Subscriber’s fire alarm system, SIGNAL or its designee central 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 SIGNAL or its central station and SIGNAL 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 SIGNAL and are not maintained by SIGNAL except SIGNAL may own the radio network and SIGNAL shall not be responsible for any failure which prevents transmission signals or data from reaching the central 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 communication pathway with the
communications pathway provider. Subscriber agrees to furnish SIGNAL 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 SIGNAL 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 SIGNAL’s notification obligation. All changes and revisions to the account information shall be supplied to SIGNAL in writing. Subscriber authorizes SIGNAL to access the control panel and/or communicator to input or delete data and programming. If Subscriber requests SIGNAL to reprogram system functions remotely, Subscriber shall pay SIGNAL $120.00 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 SIGNAL’s customary charges. SIGNAL may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement or in event central station’s facility or communication network is nonoperational or Subscriber’s system is sending excessive false alarms. Central station is authorized to record and maintain all data, voice and alarm communications and shall be the exclusive owner of such property. If AHJ requires a technician to be sent to Subscriber’s
premises after a fire alarm is dispatched, or if Runner service exceeds maximum Runs per year, Subscriber agrees to pay $225.00 per call.
2. 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. Unless otherwise specified herein, all recurring charges for 1-5 services shall commence on the first day of the month next succeeding the date hereof, all payments being due on the first day of the month.
3. INCREASES OF MONTHLY CHARGE: After the expiration of one year from the date hereof SIGNAL 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.
4. ALARM EQUIPMENT REMAINS PERSONAL PROPERTY: All equipment and material installed by SIGNAL shall remain Subscriber’s 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 SIGNAL.
5. EQUIPMENT LIMITED WARRANTY: In the event that any part of the equipment becomes defective, SIGNAL agrees to make all repairs and replacement of parts without costs to the Subscriber for a period of ninety (90) days from the date of installation. SIGNAL 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. SIGNAL’s warranty does not include damage caused by electric, plumbing or construction, nor damage by lightning, electrical surge, or misuse. SIGNAL is not the manufacturer of the equipment and other than SIGNAL’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, SIGNAL makes no express warranties as to any matter whatsoever, including but not limited to, unless prohibited by law, the condition of the equipment, its merchantability, or its fitness for any particular purpose,
and SIGNAL shall not be liable for consequential damages. SIGNAL 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. SIGNAL 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 SIGNAL. SIGNAL shall not be liable for consequential damages. Subscriber acknowledges that any affirmation of fact or promise made by SIGNAL shall not be deemed to create an express warranty unless included in this
agreement in writing; that Subscriber is not relying on SIGNAL’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 SIGNAL has offered additional and more sophisticated equipment for an additional charge which Subscriber has
declined. Subscriber’s exclusive remedy for SIGNAL’s breach of this agreement or negligence to any degree under this agreement is to require SIGNAL to repair or replace, at SIGNAL’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 SIGNAL 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 repair service contracted under paragraph 2b of this agreement.
6. DELAY IN DELIVERY / INSTALLATION / RISK OF LOSS OF MATERIAL: SIGNAL shall not be liable for any damage or loss sustained by Subscriber as a result of delay in delivery and/or 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 SIGNAL’S
negligence or failure to perform any obligation. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence. In the event the work is delayed through no fault of SIGNAL, SIGNAL shall have such additional time for performance as may be reasonably necessary under the circumstances. Subscriber agrees to pay SIGNAL the sum of $1,000 per day for each business day the work is re-scheduled or delayed by Subscriber or others engaged by Subscriber through no fault of SIGNAL on less than 24 hour notice to SIGNAL. If installation is delayed for more than one year from date hereof through no fault of SIGNAL, Subscriber agrees to pay an additional 5% of the contract of the contract Purchase Price upon installation. Subscriber assumes all risk of loss of material once delivered to the job site. SIGNAL is authorized to make preparations such as drilling
holes, driving nails, making attachments or doing any other thing necessary in SIGNAL’s sole discretion for the installation and service of the equipment, and SIGNAL 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.
7. REPAIR SERVICE: The parties agree that the equipment, once installed, is in the exclusive possession and control of the Subscriber, and it is Subscriber’s sole responsibility to notify SIGNAL if any equipment is in need of repair. SIGNAL shall not be required to service the equipment unless it has received notice from Subscriber, and upon such notice, SIGNAL
shall, during the warranty period or if service has been contracted under paragraph 2b of 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.
8. 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 SIGNAL.
9. SUBSCRIBER RESPONSIBLE FOR FALSE ALARMS / PERMIT FEES / NON-SOLICITATION / ADDITIONAL COSTS / OTHER LICENSED TRADES / CO AND ECB VIOLATIONS / AND EXPERT WITNESS FEES: Subscriber is responsible for all alarm permits and permit fees, agrees to file for and maintain any permits required by applicable law and AHJ and indemnify or reimburse SIGNAL for any fees or fines relating to permits, code compliance or false alarms. SIGNAL 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 SIGNAL 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 SIGNAL for such service or material. Subscriber agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity any employee of SIGNAL assigned by SIGNAL to perform any service for or on behalf of Subscriber for a period of two years after SIGNAL has completed providing service to Subscriber. In the event of Subscriber’s violation of this provision, in addition to injunctive relief, SIGNAL 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 SIGNAL, times twelve, together with SIGNAL’s counsel and expert witness fees. Subscriber is responsible for engaging licensed trades to perform any work which SIGNAL is not licensed to perform interconnecting the fire alarm to HVAC, elevators, appliances and other electronic and mechanical systems. It is Subscriber’s responsibility to obtain a Certificate of Occupancy for the intended use of the premises affected by the fire alarm or obtain a Letter of No Objection from the AHJ if a Certificate of Occupancy is not available. It is Subscriber’s sole responsibility to cure any building or Environmental Control Board violations. In the event Subscriber or any third party subpoenas or summons SIGNAL requiring any services or appearances, Subscriber agrees to pay SIGNAL $150 per hour for such services and
10. INDEMNITY / WAIVER OF SUBROGATION RIGHTS / ASSIGNMENTS: Subscriber agrees to and shall defend, advance expenses for litigation and arbitration, including investigation, legal and expert witness fees, indemnify and hold harmless SIGNAL, 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 SIGNAL’s performance, negligent performance, or failure to perform any obligation under or in furtherance of this agreement. 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 SIGNAL or SIGNAL’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 SIGNAL. SIGNAL shall have the right to assign this agreement and
shall be relieved of any obligations created herein upon such assignment.
11. EXCULPATORY CLAUSE: SIGNAL and Subscriber agree that SIGNAL is not an insurer and no insurance coverage is offered herein. The fire alarm and SIGNAL’s services are designed to detect and reduce certain risks of loss, though SIGNAL does not guarantee that no loss or damage will occur. SIGNAL is not assuming liability, and, therefore, shall not be liable to Subscriber or any other third party for any loss, economic or non-economic, in contract or tort, data corruption or inability to retrieve data, personal injury or property damage sustained by Subscriber as a result of equipment failure, human error, fire, smoke, water or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by SIGNAL’s breach of contract, 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. Subscriber releases SIGNAL from any claims for contribution, indemnity or subrogation.
12. INSURANCE / ALLOCATION OF RISK: Subscriber shall maintain a policy of Comprehensive General Liability and Property Insurance for liability, casualty, fire, theft, and property damage under which Subscriber is named as insured and SIGNAL is named as additional insured and which shall cover any loss or damage SIGNAL’S services are intended to detect to one hundred percent of the insurable value or potential risk. The parties intend that the Subscriber assume all potential risk and damage that may arise by reason of failure of the equipment, system or SIGNAL’S services and that Subscriber will look to its own insurance carrier for any loss or assume the risk of loss. SIGNAL shall not be responsible for any portion of any loss or damage which is recovered or recoverable by Subscriber from insurance covering such loss or damage or for such loss or damage against which Subscriber is
indemnified or insured. Subscriber and all those claiming rights under Subscriber waive all rights against SIGNAL and its subcontractors for loss or damages caused by perils intended to be detected by SIGNAL’S services or covered by insurance to be obtained by Subscriber, except such rights as Subscriber or others may have to the proceeds of insurance.
13. LIMITATION OF LIABILITY: SUBSCRIBER AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF SIGNAL AS A RESULT OF SIGNAL’S BREACH OF CONTRACT, NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF SIGNAL’S OBLIGATIONS PURSUANT TO THIS AGREEMENT OR ANY OTHER LEGAL DUTY, EQUIPMENT FAILURE, HUMAN ERROR, OR STRICT PRODUCTS LIABILITY, WHETHER ECONOMIC OR NON-ECONOMIC, IN CONTRACT OR IN TORT, THAT SIGNAL’S LIABILITY SHALL BE LIMITED TO THE SUM OF $250.00 OR 6 TIMES THE MONTHLY PAYMENT FOR SERVICES BEING PROVIDED AT TIME OF LOSS, WHICHEVER IS GREATER. IF SUBSCRIBER WISHES TO INCREASE SIGNAL’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 SIGNAL’S INCREASED LIABILITY. THIS SHALL NOT BE CONSTRUED AS INSURANCE COVERAGE. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS EXCULPATORY CLAUSE, INDEMNITY, INSURANCE, ALLOCATION OF RISK AND LIMITATION OF LIABILITY PROVISIONS.
14. LEGAL ACTION / ARBITRATION / SECURITY INTEREST / BREACH / LIQUIDATED DAMAGES / AGREEMENT TO BINDING ARBITRATION: The parties agree that due to the nature of the services to be provided by SIGNAL, the payments to be made by the Subscriber for the term of this agreement form an integral part of SIGNAL’S anticipated profits;
that in the event of Subscriber’s default it would be difficult if not impossible to fix SIGNAL’S actual damages. Therefore, in the event Subscriber defaults in any payment or charges to be paid to SIGNAL, Subscriber shall be immediately liable for any unpaid installation and invoiced charges plus 80% of the balance of all payments for the entire term of this agreement as
LIQUIDATED DAMAGES. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A LIQUIDATED DAMAGE CLAUSE.
Additionally, in the event SIGNAL retained ownership of the communication system and Subscriber breaches this agreement SIGNAL 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. SIGNAL 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 by either party must be based on the provisions of this agreement. Any other action that Subscriber may have or bring against SIGNAL 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. In order to secure all indebtedness or liability of Subscriber to SIGNAL, Subscriber hereby grants SIGNAL a security interest in all of Subscriber’s equipment, inventory and proceeds thereof, accounts receivables and cash on hand and SIGNAL may execute and file UCC-1 statement. The prevailing party in any litigation or arbitration shall pay the other’s legal fees. The parties waive trial by jury in any action between them unless prohibited by law. In any action commenced by SIGNAL against
Subscriber, Subscriber shall not be permitted to interpose any counterclaim. SUBSCRIBER AGREES THAT SUBSCRIBER MAY BRING CLAIMS AGAINST SIGNAL ONLY IN SUBSCRIBER’S INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION PLAINTIFF OR CLASS ACTION MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 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 BINDING AND FINAL ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BY ARBITRATION SERVICES INC., ITS SUCCESSORS OR ASSIGNS, UNDER ITS ARBITRATION RULES AT WWW.ARBITRATIONSERVICESINC.COM, EXCEPT THAT NO PUNITIVE OR CONSEQUENTIAL DAMAGES MAY BE AWARDED.
The arbitrator shall be bound by the terms of this agreement and is authorized to conduct proceedings by telephone, video or by submission of papers. By agreeing to this arbitration provision you are waiving your right to a jury trial, waiving your right to appeal the arbitration award and waiving your right to participate in a class action. Any action between the parties must be commenced within one year of the accrual of the cause of action or shall be barred. 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. The parties submit to the jurisdiction and laws of New York and agree that any litigation or arbitration between the parties may be commenced and maintained in Nassau County, New York.
SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND THAT ARBITRATION IS BINDING AND FINAL AND THAT SUBSCRIBER IS WAIVING SUBSCRIBER’S RIGHT TO TRIAL IN A COURT OF LAW AND OTHER RIGHTS.
15. SIGNAL’S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that SIGNAL is authorized and permitted to subcontract any services to be provided by SIGNAL to third parties who may be independent of SIGNAL, and that SIGNAL shall not be liable for any loss or damage sustained by Subscriber by reason of fire or any other cause whatsoever caused by the negligence of third parties and that Subscriber appoints SIGNAL to act as Subscriber’s agent with respect to such third parties, except that SIGNAL shall not obligate Subscriber to make any payments to such third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to SIGNAL’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 central station of SIGNAL.
16. MOLD, OBSTACLES AND HAZARDOUS CONDITIONS: Subscriber shall notify SIGNAL in writing of any undisclosed, concealed or hidden conditions in any area where installation is planned, and Subscriber shall be responsible for removal of such conditions. In the event SIGNAL discovers the presence of suspected asbestos or other hazardous
material SIGNAL shall stop all work immediately and notify Subscriber. It shall be Subscriber’s sole obligation to remove such conditions from the premises, and if the work is delayed due to the discovery of suspected asbestos or other hazardous material or conditions then an extension of time to perform the work shall be allowed and Subscriber agrees to compensate SIGNAL for any additional expenses caused by the delay but not less than $1000.00 per day until work can resume. If SIGNAL, in its sole discretion, determines that continuing the work poses a risk to SIGNAL or its employees or agents, SIGNAL may elect to terminate this agreement on 3-day notice to Subscriber and Subscriber shall compensate SIGNAL for all services rendered and material provided to date of termination. SIGNAL shall be entitled to remove all its equipment and uninstalled equipment and material from the job
site. Under no circumstances shall SIGNAL be liable to Subscriber for any damage caused by mold or hazardous conditions or remediation thereof.
17. FULL AGREEMENT / SEVERABILITY: 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. 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. Subscriber hereby waives all rights and remedies, at law or in equity, arising, or which may arise, as the result of Subscriber’s reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance. To the extent this agreement is
inconsistent with any other document or agreement, whether executed prior to, concurrently with or subsequent to this agreement the terms of this agreement shall govern. This agreement shall run concurrently with and shall not terminate or supersede any existing agreement between the parties unless specified herein. Should any provision of this agreement be deemed void, the remaining parts shall be enforceable.