RHOMBUS SYSTEMS, INC.

TERMS AND CONDITIONS

Last Updated: September 12, 2022

IMPORTANT: PLEASE READ BEFORE USING OR OTHERWISE ACCESSING THE RHOMBUS SYSTEMS, INC.’S ("RHOMBUS") SERVICE ("SERVICE"). BY EXECUTING AN ORDER, QUOTE OR OTHER ORDERING DOCUMENT (EACH OF THE FOREGOING, AN “ORDER”) WITH RHOMBUS, OR A RHOMBUS-AUTHORIZED RESELLER, OR OTHERWISE ACCESSING OR USING THE SERVICE, THE ENTITY OR COMPANY THAT YOU REPRESENT ("LICENSEE") IS UNCONDITIONALLY CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THE TERMS AND CONDITIONS HEREIN("AGREEMENT") WITH RHOMBUS.

ANY TERMS OR CONDITIONS PROVIDED BY CUSTOMER WITH RESPECT TO THE PROCUREMENT OR THE SERVICE ANY/OR HARDWARE, HEREUNDER (FOR EXAMPLE, ANY BOILERPLATE TERMS AND CONDITIONS CONTAINED OR REFERENCED IN ANY CUSTOMER PURCHASE ORDER), WILL NOT APPLY, EVEN IF ACCEPTED OR PERFORMED ON BY RHOMBUS. ANY MODIFICATIONS OR OTHER CHANGES HERETO MUST BE PURSUANT TO A MUTUALLY EXECUTED AMENDMENT.

SOME PRODUCTS AND SERVICES OFFERED BY RHOMBUS MAY BE SUBJECT TO ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS. SUCH TERMS AND CONDITIONS WILL BE PROVIDED BY RHOMBUS AT THE TIME OF PURCHASE FOR LICENSEE’S REVIEW AND ACCEPTANCE.

1. SERVICE LICENSE GRANT. Subject to the terms of this Agreement, Rhombus hereby grants Licensee a non-sublicensable, non-transferable, nonexclusive license to, during the term of an applicable Order, internally use the Service ("Service") only for the purpose of monitoring its facilities or the surrounding area - and only in accordance with any Rhombus-provided documentation and instructions. The Service will be provided on a remote, software-as-a-service basis. The visual (and, if applicable, audio) recordings and data made by any video camera connected to the Service (“Hardware”) will be owned by Licensee (“Service Data”). If Licensee is provided with, or creates, any passwords or other access credentials – it will not allow any third party to use such passwords/credentials. If any software is provided by Rhombus, such software will be licensed to same extent as the Service (but code for the software will be provided (whether installed in the Hardware or via download for Customer to install in the Hardware) – rather than provided on a software-as-a-service basis. The software will be subject to the same restrictions as the Service in this Agreement. As used in this Agreement, the definition of “Service” will include the Software.

2. LICENSE RESTRICTIONS. Except as expressly and unambiguously permitted by this Agreement, Licensee shall not, nor permit anyone else to, directly or indirectly: (i) sell, license, sub-license, copy, modify, distribute or otherwise transfer in whole or in part the Service; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Service (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (iii) rent, lease, or use the Service for timesharing or service bureau purposes, provide, disclose, divulge or make available to, or permit use of the Service in whole or in part by or for, any third party without Rhombus’s prior written consent; or (iv) use the Services to help develop any competitive products or services. To the extent the Service is being provided pursuant to an evaluation agreement with Rhombus, the Service will only be used for internal evaluation purposes (including, the Data will only be used for Licensee’s own internal reference and not disclosed to any third party). Licensee shall maintain and not remove or obscure any proprietary notices on the Service. As between the parties, title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof, shall remain vested in Rhombus. In addition, all Service benchmarking results will be deemed Rhombus’ Confidential Information (as defined in Section 3 below). Licensee understands that Rhombus may modify the Service at any time. Licensee is not granted any rights to any trademarks or service marks of Rhombus. As noted in Section 1, all software provided by Rhombus will also be subject to the restrictions herein. Rhombus retains all rights not expressly granted to you in this Agreements. This Agreement does not give Licensee any rights not expressly granted herein.

3. CONFIDENTIALITY. (A) All Service Data will be Licensee’s confidential information and (B) all Service related information, or information regarding Rhombus’ business or technology, disclosed by Rhombus to Licensee that Rhombus identifies as confidential, or that Licensee should otherwise reasonably understand to be confidential, shall be Rhombus’s confidential information (all the foregoing is, with respect to the applicable party, such party’s “Confidential Information”). Confidential Information will not be disclosed to any third party or used for any purpose other than for the purposes of this Agreement. The foregoing restrictions will not apply to the data or any other information that is generally available to the public without the fault of Licensee. Notwithstanding the foregoing, Rhombus may (i) use the Service Data internally to help improve and otherwise develop its products and services and (ii) disclose the Service Data to any third party, provided that it is an aggregated, anonymized form.

4. SUPPORT. Licensee will receive Rhombus’ standard support. Support will include fixes, patches, and upgrades that Rhombus generally makes available free of charge. Enhanced support may be provided by Rhombus for-fee. Any enhanced support may be subject to additional terms and conditions. Support is deemed part of the “Service” and subject to this Agreement.

5. FEES; PAYMENT TERMS. The fees payable by Licensee will be as set forth in an applicable Order. In the event Licensee’s purchase is from Rhombus-authorized reseller, Licensee’s payment will be as agreed to by Licensee and the applicable reseller. If purchased directly from Rhombus: (i) fees are payable in advance for the applicable term, (ii) invoices are due and payable net thirty (30) days from the invoice date and shall be invoiced and paid in U.S. Dollars, (iii) Licensee is responsible for any and all applicable sales related taxes and fees, except any tax assessed upon Rhombus’s net income, and (iv) price increases for any renewal term will be as notified by Rhombus to Licensee at least ninety (90) days prior to the beginning of such renewal term (but, notwithstanding the foregoing, a price increase of 5% will automatically apply to each renewal term).

6. INDEMNITY. Licensee agrees that Rhombus shall have no liability whatsoever for any use Licensee makes of the Service, Service Data, or Data. Licensee shall indemnify and hold harmless Rhombus from any claims, actions, demands, damages, losses, liabilities, settlements, costs and fees (including attorneys’ fees) arising from or in connection with: (i) Licensee's use of the Service or any Service Data (including any person’s claim regarding privacy rights), (ii) access to any part of the Service or Service Data, as well as (iii) Licensee's failure to comply with any term of this Agreement. For clarity, the foregoing includes claims brought by any person with respect to Licensee’s use of the Service Data.

7. LIMITED WARRANTY. Rhombus warrants to Licensee only that it will use commercially reasonable efforts to make the Service available on a 24/7 basis (subject to downtime for scheduled maintenance, emergency maintenance and matters beyond Rhombus’s reasonable control). Licensee's exclusive remedy, and Rhombus's sole liability, will be to repair or replace unavailability in the Service. Notwithstanding the foregoing, there is no warranty to the extent the Service is provided on an evaluation basis. In addition, Rhombus provides a warranty for the Hardware – located here. In addition, it is Licensee’s obligation to promptly and properly implement any updates and big fixes for the Service that are provided, or made available, to Licensee by Rhombus. Rhombus will have no liability for any issues caused by Licensee’s failure to do the foregoing.

8. WARRANTY DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, RHOMBUS (ON BEHALF OF ITSELF AND ITS SUPPLIERS) PROVIDE THE SERVICE, HARDWARE AND ANY SUPPORT "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, HARDWARE, ANY SUPPORT, AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

CUSTOMER ACKNOWLEGDES THAT CUSTOMER IS RESPONSIBLE FOR ENSURING THAT IT EXPORTS RHOMBUS HARDWARE AND SOFTWARE, AND ACCESSES RHOMBUS SERVICES, (COLLECTIVELY, “PRODUCTS”) IN ACCORDANCE WITH ALL APPLICABLE EXPORT LAWS AND REGULATIONS (FOREIGN AND DOMESTIC). THE PRODUCTS MUST NOT BE USED BY CUSTOMER FOR, OR INCORPORATED INTO, ANY PRODUCTS OR SYSTEMS WHOSE MANUFACTURE, USE, OR SALE IS PROHIBITED UNDER ANY APPLICABLE DOMESTIC OR FOREIGN LAWS OR REGULATIONS.

ALL HARDWARE MUST BE USED WITHIN THE SPECIFICATIONS PROVIDED BY RHOMBUS AND ITS SUPPLIERS (SUCH AS WITH RESPECT TO RATED VOLTAGE). RHOMBUS AND ITS SUPPLIER ARE NOT LIABLE FOR ANY DAMAGES, LOSS, INJURY, OR OTHER ISSUES CAUSED BY USE IN VIOLATION OF ANY SUCH SPECIFICATIONS.

IF CUSTOMER TRANSFERS THE PRODUCTS TO ANY COUNTRY OTHER THAN THE COUNTRY IN WHICH CUSTOMER ORIGINALLY RECEIVES THE PRODUCTS FROM RHOMBUS, THE WARRANTIES GRANTED BY RHOMBUS ARE VOID.

CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS ARE NOT DESIGNED OR INTENDED FOR USE IN LIFE SUSTAINING, NUCLEAR, HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR OTHER APPLICATIONS IN WHICH FAILURE OF PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PHYSICAL OR PROPERTY DAMAGE (“HIGH RISK APPLICATIONS”). CUSTOMER UNDERSTANDS AND AGREES THAT RHOMBUS (AND ITS SUPPLIERS) MAKE NO WARRANTIES OR ASSURANCES THAT THE PRODUCTS ARE SUITABLE FOR ANY HIGH RISK APPLICATIONS.

9. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL RHOMBUS (OR ITS LICENSORS OR OTHER PROVIDERS) BE LIABLE WITH RESPECT TO THE SERVICE OR HARDWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR (I) ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, HOWEVER CAUSED, EVEN IF RHOMBUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (II) ANY AMOUNT IN EXCESS, IN THE AGGREGATE, OF THE AMOUNTS PAID BY LICENSEE TO RHOMBUS DURING THE PRECEDING SIX (6) MONTHS (BUT, IF NO AMOUNTS HAVE BEEN PAID (SUCH AS IN AN EVALUATION CONTEXT, SUCH CAP WILL BE US$1,000), (III) THE COST OF SUBSTITUTE SERVICES OR DATA OR (IV) MATTERS BEYOND ITS REASONABLE CONTROL. THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. TERM AND TERMINATION. If an Order has been executed, the initial term of this Agreement shall, unless otherwise terminated as set forth below, be as set forth in such Order. If no initial term is set forth in an Order, the term of such Order shall be one (1) year from the effective date of the Order. After the expiration of the initial term, this Agreement will automatically renew for consecutive renewal terms of equal length to the initial term – unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the end of the then current term. If a Licensee if bound to a term, either party may terminate this Agreement only if (i) the other party breaches this Agreement and fails to cure such breach within thirty (30) days from receipt of written notice thereof (ten (10) days in the case of Licensee’s failure to pay), or (ii) the other party enters bankruptcy, makes an assignment for the general benefit of creditors, has a receiver appointed, or otherwise becomes insolvent. If Licensee is using the Service under an evaluation agreement with Rhombus, this Agreement shall terminate upon expiration of the applicable evaluation period, unless Licensee elects to retain such Service (subject to payment to Rhombus of all applicable fees). If no evaluation term is set forth in an evaluation Order, the term of such Order shall be thirty (30) days from the effective date of the Order. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall cease use of the Services. In addition, each party will, within thirty (30) days from termination, return to the other party (or at the other party’s request, delete) the other party’s Confidential Information (for clarity, this includes Rhombus’ obligation to return/delete Service Data). Sections 2, 3, 6, 8, 9, 10 and 11, as well as all outstanding payment obligations, shall survive termination of this Agreement.

11. MISCELLANEOUS. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by confirmed fax, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth on an Order or such other address as such party last provided to the other by written notice. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry custom. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods). Except for claims for injunctive or equitable relief, which may be at any time brought before any court of competent jurisdiction, all disputes arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by one arbitrator appointed in accordance with such rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. For all purposes of this Section, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

 



MONITORING SERVICE

TERMS AND CONDITIONS

Last Updated: September 14th, 2022

IMPORTANT: PLEASE READ BEFORE USING OR OTHERWISE ACCESSING ANY RHOMBUS MONITORING SERVICES AS SET FORTH AND DESCRIBED IN THE ORDER ("MONITORING SERVICES").

THE TERMS AND CONDITION HEREIN (“MONITORING TERMS”) ARE A SUPPLEMENT TO THE MASTER AGREEMENT AGREED TO BY THE PARTIES WITH RESPECT TO RHOMBUS’ PRODUCTS (“AGREEMENT”). THESE MONITORING TERMS ARE DEEMED INCORPORATED INTO THE AGREEMENT. TERMS NOT DEFINED HEREIN WILL HAVE THE DEFINITION GIVEN TO THEM IN THE AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN THESE MONITORING TERMS AND THE AGREEMENT, THESE MONITORING TERMS WILL CONTROL.

1. MONITORING SERVICES. Pursuant to the terms and conditions of this Agreement, Rhombus agrees to provide Licensee with the Monitoring Services. The Monitoring Services consist solely of the following: (i) live, real-time access to video (and, if applicable, audio) from any video camera or other alarm equipment connected to the Monitoring Services (“Hardware”) during alarm events and verification of such alarm events by monitoring facility personnel, and (ii) upon verification of an alarm event by monitoring facility personnel, emergency dispatch services as described in Section 2 below. Except for internal training purposes and documentation of Monitoring Services with respect to any actual or potential dispute or as otherwise set forth in Section 11 below, Rhombus does not record, save or store any video clips or still-photo images. We have no control over and take no responsibility for the placement of the Hardware or any other cameras and their view.

2. DESIGNATION OF EMERGENCY CONTACTS AND NOTIFICATION PROCEDURE. In providing the Monitoring Services, Rhombus will, upon verification of an alarm event, try to notify Licensee and/or the emergency contacts whose names and contact information Licensee provided to Rhombus and/or any Rhombus-authorized reseller (each an “Emergency Contact”). Rhombus may also try to notify the applicable emergency authority, such as the police or fire department, we reasonably believe is appropriate for the situation as observed by Rhombus (each a "First Responder"). Emergency Contacts and First Responders are sometimes referred to collectively in these Monitoring Terms as “Notification Parties.” Rhombus may also attempt to verify the nature of the emergency by using a two-way talk feature of Licensee’s Hardware (if applicable) to communicate with someone at Licensee’s Premises prior to notifying a Notification Party and/or may attempt to verify the alarm by other means as required by law. Licensee authorize Rhombus, in its sole discretion, to use Licensee’s Hardware to communicate with someone at the Premises using two-way talk and/or to activate a siren alert. Rhombus is responsible only for attempting to notify the Notification Parties. Rhombus is not responsible for the promptness, sufficiency, or adequacy of the action of any Notification Party or the inability of Rhombus to contact Licensee or any Notification Party.

3. CONSENT OF EMERGENCY CONTACTS. Licensee represents to Rhombus that each of the Emergency Contacts has expressly authorized Licensee to provide their phone number, email address or other contact information and that Rhombus is authorized by such Emergency Contact to use any method of notification, including telephone calls, automatic telephone dialing systems, text or email messages relating to the Monitoring Services. To ensure accurate and prompt notification, Licensee agrees to inform Rhombus immediately if any of the contact information Licensee provided for any Emergency Contact changes.

4. FEES; PAYMENT TERMS. The fees payable by Customer will be as set forth in an applicable Order. In the event Customer’s purchase is from a Rhombus-authorized reseller, Customer’s payment will be as agreed to by Customer and such applicable reseller. If purchased directly from Rhombus: (i) fees are payable in advance for the applicable term, (ii) invoices are due and payable net thirty (30) days from the invoice date and shall be invoiced and paid in U.S. Dollars, (iii) Customer is responsible for any and all applicable sales related taxes and fees, except any tax assessed upon Rhombus’s net income, and (iv) price increases for any renewal term will be as notified by Rhombus to Customer at least ninety (90) days prior to the beginning of such renewal term (but, notwithstanding the foregoing, a price increase of 5% will automatically apply to each renewal term).

5. RELIANCE ON INFORMATION AND SERVICES. To provide the Monitoring Services, Rhombus relies on Licensee for each of the following: (i) providing up-to-date contact information for Licensee and the Emergency Contacts, (ii) providing accurate and complete information regarding the address of the Premises, and (iii) promptly processing all billing and payments for all Monitoring Services. Licensee acknowledges and agrees that Rhombus is not responsible for any act or omission of Rhombus in connection with any of the foregoing.

6. INDEMNITY. Customer shall indemnify and hold harmless Rhombus from and against any and all claims, actions, demands, damages, losses, liabilities, settlements, costs and fees (including attorneys’ fees) arising from or in connection with: (i) Customer’s use of the Monitoring Services or any Service Data (as defined below)(including any person’s claim regarding privacy rights), (ii) access to any part of the Monitoring Services or Service Data, (iii) Customer’s failure to comply with any term or condition of these Monitoring Terms, and (iv) claims of any third party for any negligent acts or omissions of Rhombus in connection with the performance or non-performance of any Monitoring Services. For clarity, the foregoing includes claims brought by any person with respect to Customer’s use of the Service Data.

7. WARRANTY; DISCLAIMER. THE SERVICE WARRANTY IN THE AGREEMENT WILL APPLY TO THE MONITORING SERVICES. EXCEPT FOR SUCH WARRANTY, RHOMBUS PROVIDES THE MONITORING SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE MONITORING SERVICES, AND ANY OTHER SUBJECT MATTER OF THESE MONITORING TERMS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. CONSENT OF OTHER PARTIES. If Licensee is using the Monitoring Services at a location where other individuals live, work or are otherwise present or that is owned, operated or managed by a third party (collectively, “Other Parties”), Licensee represents to Rhombus that Licensee has notified those Other Parties about the operation of the Monitoring Services and obtained all approvals, permissions, consents and authorizations, if and as required by law or otherwise from such Other Parties.

9. CONSENT TO RECORDING, USE, AND SHARING OF COMMUNICATIONS. In the course of performing the Monitoring Services, Rhombus may record or come into possession of telephone, audio, electronic, and other forms of transmission or communication or data (“Service Data”). To the fullest extent permitted by applicable law, for Licensee itself, on behalf of the Emergency Contacts, and on behalf of any Other Parties who are present at the Premises at any time, Licensee hereby consents to Rhombus recording, accessing, reviewing, copying, disclosing, and using, for purposes of providing the Monitoring Services, the contents of all Service Data and telephone communications with Licensee, the Emergency Contacts, Other Parties, and/or the First Responders. Rhombus may share such Service Data with the Emergency Contacts, Other Parties, and First Responders on an as needed basis. Rhombus may also share such Service Data with law enforcement, government officials, and/or other third parties if legally required to do so or if we have a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (i) comply with applicable law, regulation, legal process or reasonable preservation request, (ii) enforce these Monitoring Terms, including investigation of any potential violation thereof, (iii) detect, prevent or otherwise address security, fraud, technical, or service related issues, or (iv) protect the rights, property or safety of Rhombus, its users, a third party, or the public as required or permitted by law.

10. PRIVACY. Please review the Rhombus Privacy Policy, which describes our practices for collecting, using, and sharing information, including Service Data and any other information collected when we provide the Monitoring Services. Our Privacy Policy, as updated by us from time to time, is incorporated into and is part of these Monitoring Terms.

11. COMPLIANCE WITH LAWS. Privacy and other laws applicable in Licensee’s jurisdiction may impose certain responsibilities on Licensee and Licensee’s use of the Monitoring Services. Licensee are not authorized to use the Monitoring Services if Licensee’s use is prohibited by applicable laws. Licensee agrees that it is solely Licensee’s responsibility, and not the responsibility of Rhombus, to ensure that Licensee comply with any applicable laws when Licensee use the Monitoring Services, including (i) any laws or regulations relating to the recording or sharing of video or audio content, (ii) any laws or regulations requiring that notice be given to or that consent be obtained from third parties with respect to Licensee’s use of the Monitoring Services (for example, laws or regulations requiring Licensee to display appropriate signage advising others that audio/visual recording is taking place), (iii) any laws or regulations requiring Licensee to install any Hardware so it does not take visual and/or audio recordings beyond the boundary of Licensee’s property (including public pavements or roads); and/or (iv) if Licensee use its property as a workplace, any laws or regulations governing the monitoring of employees and guests. Rhombus may terminate the Monitoring Services if Licensee, in our sole determination, breach any of the foregoing obligations. LICENSEE HEREBY AGREE TO RELEASE AND HOLD RHOMBUS HARMLESS FROM AND AGAINST ALL LIABILITY AND DAMAGES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, ANY DELAY IN THE DISPATCH OF FIRST RESPONDERS, OR ANY FAILURE OR REFUSAL OF FIRST RESPONDERS TO SO DISPATCH TO LICENSEE’S PREMISES, DUE TO ANY VIOLATION OF THE FOREGOING BY LICENSEE OR ANY FAILURE BY LICENSEE TO OBTAIN, MAINTAIN AND RENEW ANY REQUIRED PERMIT OR REGISTRATION FOR THE MONITORING SERVICES OR LICENSEE’S HARDWARE.

12. NO GUARANTY OF LIFE OR SAFETY. RHOMBUS MAKES NO WARRANTY OR REPRESENTATION THAT USE OF THE MONITORING SERVICES WILL AFFECT, ENSURE OR INCREASE ANY LEVEL OF SAFETY FOR LICENSEE, OTHER PERSONS, OR THE PREMISES. LICENSEE SHOULD PROTECT AGAINST ANY RISK OF LOSS WITH THE APPROPRIATE INSURANCE COVERAGE, AND LICENSEE IS SOLELY RESPONSIBLE FOR OBTAINING ALL INSURANCE COVERAGE LICENSEE BELIEVE IS NECESSARY. LICENSEE ACKNOWLEDGES AND AGREE THAT THE MONITORING SERVICES ARE SUBJECT TO THE OPERATION OF LICENSEE’S HARDWARE, THE RELIABILITY OF THE DELIVERY SYSTEMS (DEFINED BELOW) AND THE POSSIBILITY OF HUMAN ERROR IN INTERPRETING THE LIVE-STREAM VIDEO. WE CANNOT AND DO NOT GUARANTEE THAT LICENSEE OR ANY NOTIFICATION PARTIES WILL RECEIVE NOTIFICATIONS IN ANY GIVEN TIMEFRAME OR AT ALL OR THAT LICENSEE OR THE NOTIFICATION PARTIES WILL TAKE APPROPRIATE ACTIONS. WE HAVE NO CONTROL OVER AND TAKE NO RESPONSIBILITY FOR THE FUNCTIONALITY, RELIABILITY, OR PLACEMENT OF LICENSEE’ HARDWARE (INCLUDING ANY CAMERAS AND THEIR VIEW OR INABILITY TO VIEW). WE DO NOT GUARANTEE THE RECEIPT, CLARITY, OR QUALITY OF ANY IMAGES THAT MAY BE ADVERSELY IMPACTED BY, FOR EXAMPLE, LIGHTING, INTERNET AND WIRELESS COMMUNICATION FACILITIES AND TRANSMISSION QUALITY, ELECTRICAL INTERFERENCE, WEATHER AND OTHER CONDITIONS BEYOND OUR CONTROL. LICENSEE ACKNOWLEDGES AND AGREES THAT THE MONITORING SERVICES DO NOT PREVENT DEATH, BODILY OR PERSONAL INJURY, OR ANY HARM OF DAMAGE TO LICENSEE OR OTHERS, AND MAY NOT DETECT, OBSERVE, VIEW, OR PREVENT AN UNAUTHORIZED INTRUSION ONTO LICENSEE’S PREMISES OR ANY OTHER EMERGENCY CONDITION SUCH AS FIRE, SMOKE, CARBON MONOXIDE, MEDICAL EMERGENCIES OR WATER DAMAGE.

13. FALSE ALARMS. Licensee agrees to assume responsibility for false alarms and to work to prevent them. Unless Rhombus agrees otherwise in writing, Rhombus shall not be obligated to pay any fines, penalties, fees or other charges imposed by any municipality as a result of Rhombus notifying a First Responder or other governmental agency for any reason whatsoever, in which case Licensee shall (i) pay any such fines, penalties, fees or other charges without any right to be reimbursed by Rhombus, or (ii) reimburse and indemnify and hold Rhombus harmless for any fines, penalties, fees, or other charges assessed against Rhombus by any state, municipality, court or governmental agency.

14. RELIANCE ON DELIVERY SYSTEMS AND FORCE MAJEURE. To provide the Monitoring Services, Rhombus relies on Licensee’s Hardware and other third-party hardware, software, cellular network coverage and internet technology to operate properly ("Delivery Systems"). By accepting these Monitoring Terms, Licensee acknowledges risks and limitations inherent in the Delivery Systems, including interruptions or inabilities to connect, and the consequences if the Monitoring Services do not operate as designed. Licensee understands that Rhombus is not responsible for any interruption in providing the Monitoring Services that are caused by force majeure or other events outside of the control of Rhombus, including without limitation the following: disruption of Delivery Systems, damage or destruction of Rhombus facilities or equipment, destruction of network facilities or transportation infrastructure, pandemics, epidemics, natural disasters, cyberattacks, or any force majeure or other cause beyond the control of Rhombus for the duration of such interruption.

 

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