Fixed Surveillance Service Agreement

Scope of Work

Company shall provide live or hosted video surveillance from cameras mounted on a mobile surveillance unit or on an existing structure. If the surveillance system is equipped with outputs (sirens, strobes, public address system), the Company may remotely activate the outputs in an attempt to deter unauthorized individuals. Authorized individuals should call, text, or use the iOS App with the safe word to notify the monitoring center prior to entering the site during monitoring hours. When an authorized individual contacts the monitoring center to gain access to a site, live monitoring will cease for a specific duration requested by the authorized individual.

Client understands and agrees that the Company’s services are not intended to provide, and should not be substituted for providing, fire detection or prevention, personal protection and/or safety to any persons on Client’s property.

Monitoring Service

Live Video Monitoring uses motion-based software analytics and/or hardware components to detect motion and generate an event escalation to Company’s monitoring centers. In order for an event to be generated, the software motion analytic must detect five (5) consecutive seconds with motion in a five (5) second period of time. Hardware detection is limited by the manufacturer’s specifications. Only one event will be generated in a one hundred and twenty (120) second period. Consecutive false events averaging more than five per hour, per camera are subject to being automatically paused until the next monitoring cycle begins.
IP Camera Hosting functions the same as it does with live video monitoring except Company would only be monitoring the health of the components in the surveillance system. The Client would have access to monitor live and/or review archived video within fourteen (14) days.
Other Monitoring Details Default monitoring hours are 10:00 pm. to 5:00 am., Monday through Sunday. Please be advised the Company reserves the right to outsource a portion or all of its live video monitoring to third-party service providers which may include third-party service providers in locations outside the United States.

Other Fees

Same site/on-site relocations or unit swaps, per Client’s request, are billable at $250 per component (including but not limited to camera, speaker or siren). Client must provide at least five (5) business days’ notice in order to schedule the relocation or swap. Relocations to a new site will be considered a new installation under a new service Agreement. With proper notice, Pro-Vigil’s solution may be relocated to a new site under the existing agreement, however, such relocation will be subject to expense reimbursement from Client including but not limited to the Company’s transportation fees, equipment rental cost, materials, associated labor, and a relocation fee of $250 per component. The Client must provide at least thirty (30) days’ notice in order to schedule the relocation.
Maintenance/repairs for damages or surveillance system failure caused by the Client are billable at $190 per hour plus materials at cost plus 10%. Site visits to clean cameras due to the condition of the site are billable at $190 per visit. A maintenance plan is also available.
Site visits as a result of the Client discontinuing power to a unit are invoiced at $190 per hour.
Holidays and days leading up to, or after the holiday are billable at $149 per unit per day. A holiday plan is also available.
One (1) surveillance sign is provided with each unit. Additional signs may be requested for $45 each.
Monitoring in excess of the standard monitoring hours is billed at $89 per site per month (up to a maximum of 435 per month).

Pricing Conditions

Sales, use, excise or similar taxes are not included in quoted pricing. Applicable taxes will be calculated every billing cycle based on the location of Client’s site.
The billing cycle begins on the installation date with the Initial Term commencing on the date of first invoice. Unless stated otherwise in the Service Order Form, each billing cycle consists of four (4) consecutive weeks whereby Client will be invoiced every four (4) weeks.
Additional equipment and/or services requested by Client will be bound to the Standard Terms and Conditions of this Agreement.

Pricing and Payment Terms

Services: Company shall submit invoices to Client each billing cycle. Unless stated otherwise in the Service Order Form, each billing cycle consists of four (4) consecutive weeks whereby the Client will be invoiced every four (4) weeks. The billing cycle begins on the date of installation with the Initial Term commencing on the date of the first invoice. Applicable sales use, excise or similar taxes will be calculated every billing cycle based on the location of the Client’s site. The Company reserves the sole right to begin invoicing the Client one (1) week following the Company’s site installation date when the installation is delayed due to the Client’s missed deliverables. In the event of any delay in the installation process caused by the Client, including but not limited to the Client’s failure to prepare the site, lack of timely access, or other actions or omissions impacting the installation schedule, the Client agrees to reimburse Company for any costs incurred resulting from such delays. Reimbursable costs may include, but are not limited to, labor charges, equipment rental fees, travel expenses, delivery fees, storage fees, and any other expenses incurred by the Company due to the delay. Payment of these reimbursable expenses shall be due upon receipt.
Payment of Invoices: Payments made by check should be mailed to the address on the invoice. Recurring service fees are due upon receipt of invoice unless specified on the Service Order Form. All equipment sales and one-time fees payment is due upon receipt of invoice. A service charge of $25.00 will be applied to each returned check.
ACH Payments: Client has the option to pay the obligations due hereunder by automatic debit to Client’s checking account. By completing the required information, Client hereby authorizes Company to initiate debit or credit entries to the checking account chosen by Client for the purpose of satisfying the obligations due hereunder, inclusive of recurring fees, sales taxes or other fees.
Recurring Payments: If applicable, Client authorizes Company to charge recurring credit card payments for services provided by Company including adjustments, if necessary. A receipt for payment will be emailed to Client for the associated billing cycle. To cancel the recurring payment process, Client is required to contact Company at least thirty (30) days in advance with an alternate payment method.
Price Changes: Materials, supplies, equipment, monthly fees or other fees may be subject to a minimum price increase of 3% each twelve (12) month period on the anniversary date following the effective date of the Agreement.
Late Charges: The Company reserves the right to add a late charge of 1.5% per month, or the highest amount permitted by law if lower, on any account balance not paid in full when due. In the event Company initiates collection procedures to obtain payment of a delinquent account balance, Company shall be entitled to recover all costs of collection, including attorney’s fees, costs and other expenses. Company reserves the right to terminate this Agreement or any order, or to suspend its performance, immediately and without prior notice, upon Client’s failure to perform its obligations under this Agreement, including, without limitation, any failure to pay amounts due hereunder. (The Company defines thirty (30) days past due to be late, and sixty (60) days past due to be in suspended status). Company may also terminate this Agreement if Client becomes the subject of a petition in bankruptcy, becomes insolvent or has a receiver appointed for any part of its business or property.
Service Interruptions; Reconnection Charges: Client shall pay a reconnection charge if service is suspended or terminated due to client’s failure to make timely payments of invoices or upon other Client default. Client shall not receive credit for interruptions in the operation of equipment or of service for less than 5 consecutive days (120 consecutive hours), regardless of the cause of such interruption. Any interruption credit shall be for the period of interruption exceeding 5 days (120 hours). Interruptions due to power, internet, or weather conditions (including solar) will not be credited.
Prorating Services: THE BILLING CYCLE FOR SERVICES BEGINS ON THE DATE INSTALLATION AND UNLESS STATED OTHERWISE IN THE SERVICE ORDER FORM CONTINUES EVERY FOUR (4) CONSECUTIVE WEEKS. THE FINAL BILLING CYCLE WILL BE FOR A FULL BILLING CYCLE AND NOT PRORATED. NETWORK ADMIN CHARGE, GUARANTEED PROTECTION PLAN, PHYSICAL DAMAGE WAIVER AND ADDITIONAL MONITORING HOURS ARE NOT PRORATED IN THE FIRST BILLING CYCLE.
Purchases: Unless otherwise stated, Company’s sales prices for purchases of materials, supplies and equipment do not include sales, use, excise or similar taxes, all of which charges shall be paid by Client, unless Client provides Company with evidence of tax exemption satisfactory to the Company. For all equipment sales and one-time fees payment is due upon receipt of invoice. All materials, supplies and equipment shall remain the property of the Company until receipt by the Company of full payment.
Notwithstanding anything herein to the contrary, Company shall have the right (in its sole discretion) to offset any rebate amount against any other amounts owed by Client to Company, including any invoiced amounts outstanding, instead of paying such rebate directly to Client.

Duties of Client

Client shall assess and determine their security and safety needs, the type and location of surveillance and surveillance equipment to include the placement of the power cord(s). Company shall not be responsible for such assessment and determination and makes no representation or warranty as to suitability or adequacy of Client’s surveillance system, coverage or equipment, all of which are the sole responsibility of Client.
Client shall obtain and keep in effect, at Client’s sole expense, all permits or licenses that may be required for the installation and operation of the System.
Client shall be responsible for providing adequate internet service to support Client’s surveillance system.
Client shall be responsible for providing Company with a lift if surveillance equipment will be mounted more than twelve (12) feet above the ground. Client shall be responsible for payment of all costs associated with the lift should the Company provide the lift to complete installation.
Client shall grant to Company and its personnel the continuing right to access the project site, including roof access, to perform its duties in this Agreement and authorizes Company, its agents and contractors to install, inspect, test and repair all equipment, supplies and materials as and when necessary or appropriate, as determined by the Company.
Client shall provide site lighting, fencing and other perimeter and access control equipment and facilities requested by the Company related to the subject of this Agreement. For all surveillance systems, Client shall provide, at its sole cost and expense, the required power.
Client shall keep Company advised of its daily and holiday opening and closing schedule, all persons authorized to enter premises during its closed hours as well as a call list of individuals designated to receive notice in the event of an alarm signal/visual detection from or at the site (Post Instructions). Client shall regularly maintain and update the Post Instructions. In the event of an alarm signal/visual detection, Company’s sole obligation shall be to communicate to Client’s representative, as identified in the Post Instructions, that an alarm signal/visual detection has been received. In the event Company cannot communicate with any of the representatives identified in the Post Instructions, Client agrees that Company’s sole obligation shall be to leave a voicemail or other recorded message, if available. If Company determines that no voicemail or recording device is available, the sole obligation of Company shall be to substitute a voicemail message with an email or SMS text message in an attempt to notify the Client recording device is available, the sole obligation of Company shall be to telephone and determined that no voicemail or recording device is available at the numbers identified in the Post Instructions. Company reserves the right to substitute a voicemail message with an email or sms text message in an attempt to notify the Client.
Client shall call 866-616-1318 or send an SMS text message to 210-880-6786 if the Client will be on the site during monitoring hours and give duration on the site. Once the Client notifies the Company, the Company will suspend monitoring until the end of the duration provided, or the next scheduled monitoring cycle, whichever comes first.
It is Client’s duty to notify Company of site changes that require changes in security equipment or scheduling. Client authorizes Company to make any changes in or alterations to the equipment made necessary by any changes in the Client’s site, property or equipment after the original installation has been completed and Client agrees to pay Company the cost thereof at Company’s then prevailing labor and equipment rates.
During the term of this Agreement and for one (1) year thereafter, Client shall not solicit for employment, hire or attempt to hire any person employed by Company in the performance of this Agreement. In the event Client violates this provision, the parties agree it would be difficult if not impossible to determine the damages suffered by Company as a result of this violation, including the cost of recruitment, licensing and training such personnel.

Duties of Company

Company shall assign, direct supervise its employees, agents and contractors at the premises to which this Agreement applies.
If excessive false alarms are caused by carelessness, malicious, or unintended use of the surveillance system, Company may, in its sole discretion, deem the same to be Client’s material breach of this Agreement and Company shall be excused from further performance until Client agrees to eliminate conditions or factors interfering with the services of the proper operation of equipment.

Physical Damage Waiver

Company provides a Physical Damage Waiver Program. The Company shall relieve the Client of any liability for physical damage to each component covered by the Physical Damage Waiver Program from fire, lightning, windstorm, vandalism or theft in excess of $500 per occurrence (excluding cleaning or other ordinary course maintenance or repairs) that does not arise from or relate to Client’s gross negligence or willful misconduct. Notwithstanding the foregoing, the Physical Damage Waiver shall not in any manner (a) provide Client with any insurance coverage or constitute a contract of insurance, or (b) provide Client with any protection or indemnification with respect to any claims for personal injury or death of any person or any third-party claims. The Company shall have no liability or obligation with respect to any loss or damage covered by the Physical Damage Waiver unless Client notifies the Company in writing of any such loss or damage within seventy-two (72) hours after the occurrence thereof.

Guarantee Protection Plan

Company will pay actual losses for up to $5,000 per incident (not per unit/component/system/device) of theft or vandalism on a project site monitored by the Company under the terms of this Agreement if the incident meets specific criteria. Please see https://pro-vigil.com/gpp/ for full details of the Guaranteed Protection Plan.

Carefree Maintenance and Support Plan

Company will provide regular (remote and on-site) preventive and unscheduled maintenance services to ensure the equipment is running at peak levels with minimal downtime. The Carefree Maintenance and Support Plan offers comprehensive coverage to protect the Client from the unexpected. Please see https://pro-vigil.com/standard-terms-conditions/ for full details of the Carefree Maintenance and Support Plan.

Monthly Holiday Protection Plan

Company provides extended monitoring hours of all Company defined holidays to cover your business’ unique holiday schedule. Please see https://pro-vigil.com/standard-terms-conditions/ for full details of the Monthly Holiday Protection Plan.

Term and Termination

Subject to subsection c) below, each party shall have the right to terminate this Agreement by providing written notice to the other party at least sixty (60) days prior to the desired date of termination. Written notices of termination shall be provided to Company by e-mail to customer.support@pro-vigil.com, or by U.S. mail, commercial carrier or hand delivery at 4646 Perrin Creek, Suite 280, San Antonio, TX 78217.
Automatic Renewal: The Agreement will automatically renew at the Agreement Expiration Date for another thirty-six (36) month term unless stated otherwise in the Service Order Form. The Company will automatically renew this Agreement for successive automatic renewal terms until the Client cancels or Company no longer offers the services. See Term and termination (a) for notice of termination.
Agreement Termination Charge: Client acknowledges and agrees that the terms and conditions of this Agreement are based on Client’s agreement to receive and pay for the monitoring and surveillance services provided by Company through the Agreement Expiration Date. Accordingly, Client only has the option to terminate this Agreement after twelve (12) consecutive months with a sixty (60) day written notice. Client shall also pay an amount equal to 50% of the Recurring Fees to be paid by Client through the Agreement Expiration Date.
Company may terminate this Agreement if Client becomes the subject of a petition in bankruptcy, becomes insolvent or has a receiver appointed for any part of its business or property.
At the expiration or termination of this Agreement or in the event of any default in performance by Client, Company is authorized to enter upon Client’s site and to remove all or any portion of the equipment, materials and supplies provided by Company.
Removal of the surveillance system shall be without prejudice to the collection of any and all amounts due under this Agreement, including any extensions or renewals thereof.

Indemnity; Limitation of Liability; Insurance; Limited Warranty

Client understands that Company is not an insurer of Client’s¬ property or the personal safety of persons in Client’s premises. The Company’s services are not intended to provide, and should not be substituted for providing, personal protection and/or safety to any persons on Client’s property. ACCORDINGLY, COMPANY SHALL HAVE NO LIABILITY TO CLIENT OR TO ANY THIRD PARTY RELATING TO THE PERSONAL PROTECTION AND/OR SAFETY OF ANY PERSONS ON CLIENT’S PROPERTY. Each party (an “Indemnitor”) shall defend and indemnify the other party and its employees, officers, directors, contractors and agents (the “Indemnitee”) from and against all damages for bodily injury, death, or damage to real or tangible personal property that are directly and proximately caused by the sole gross negligence or intentional act of the Indemnitor in the course of performing its obligations under this Agreement; provided that (i) the Indemnitor receives prompt written notice of the claim from the Indemnitee under this Section, (ii) the Indemnitor has the right to control the defense of such claim and any related settlement negotiations, and (iii) the Indemnitee provides to the Indemnitor, at the Indemnitor’s request and expense, with the assistance, information and authority necessary to perform the Indemnitor’s obligations under this Section. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING INDEMNIFICATION SHALL ALSO COVER CLAIMS, ACTIONS, SUITS AND PROCEEDINGS AGAINST COMPANY COMMENCED OR ASSERTED BY ANY PARTY, INCLUDING BUT NOT LIMITED TO CLIENT’S AGENTS AND EMPLOYEES FOR ACTS OR OMISSIONS ARISING FROM THE ASSAULT, BATTERY OR OTHER HARM TO PERSONS ON CLIENT’S PROPERTY.

Insurance: Company’s services do not replace insurance. Client is responsible to provide insurance of the kind, and in such amounts, as may be determined by Client to be adequate for risks of loss to persons, property, for liability and otherwise. Company does not provide or maintain insurance of any kind providing coverage to Client or its property. Client will maintain, at its sole cost and expense, all risk insurance in form and amounts reasonably acceptable to Company, for damage or loss caused by Client of equipment, supplies and materials of every kind and nature provided by Company for use by Client. Subject to the Physical Damage Waiver, in the event Client causes loss or damage to Company’s equipment, materials or supplies used under this Agreement, Client agrees to pay Company the reasonable value thereof or the cost of repair, at the election of Company.
1. Company and Client shall not be liable to the other for loss or damage covered by insurance policies maintained by the other party, and to the extent of such insurance, Company and Client, both on behalf of themselves and their respective insurers, waive all rights of subrogation on account of such loss or damage. Client agrees to indemnify Company against, and defend and hold Company harmless from, any action for subrogation which may be brought against Company by any insurer or insurance company or its agents or assigns including payment of all damages, expenses, costs and attorney’s fees. Similarly, Company agrees to indemnify Client against, and defend and hold Client harmless from, any action for subrogation which may be brought against Client by any insurer or insurance company or its agents or assigns including payment of all damages, expenses, costs and attorney’s fees.
2. Client hereby releases, discharges and agrees to hold Company harmless from any and all claims, liabilities, damages, losses or expenses, arising from or caused by any hazard covered by insurance in or on Client’s premises whether said claims are made by Client, its agents, or insurance company or other parties claiming under or through Client.
Limitation of Liability: Client’s payments are based solely on the value of the services set forth herein and are unrelated to the value of Client’s property or property located on the site. Company makes no guaranty or warranty, including any implied warranty of merchantability of fitness that the equipment or services supplied will avert or prevent occurrences or the consequences there from which the surveillance system or service is designed to detect or avert. Client acknowledges that it is impractical and extremely difficult to fix the amount of damages, if any that may result from a failure by Company to perform any of the obligations herein, or the failure of the surveillance system provided by Company. Accordingly, Client understands and agrees that if Company should be found liable for loss or damage due to failure of Company to perform any of the obligations herein, including but not limited to installation, maintenance, monitoring or service, or the failure of any surveillance system or equipment, regardless of cause, Company’s monetary liability shall be limited to all payments made by Client during the ninety (90) days preceding the event prompting the claim and such amount represents liquidated damages and shall be Client’s exclusive remedy for any such breach or failure and applies to all losses, claims, damages and injuries (Losses) to Client and third persons, irrespective of the cause of such Losses or the amount or nature of such Losses arising from Company’s services under the Agreement. BOTH PARTIES HEREBY AGREE THAT NO SUIT OR ACTION THAT RELATES IN ANY WAY TO THIS AGREEMENT (WHETHER BASED UPON CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY) SHALL BE BROUGHT AGAINST COMPANY OR ITS AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES OR PARENTS MORE THAN ONE (1) YEAR AFTER THE INCIDENT THAT RESULTED IN THE LOSS, INJURY OR DAMAGE OCCURRED, OR THE SHORTEST DURATION PERMITTED UNDER APPLICABLE LAW IF SUCH PERIOD IS GREATER THAN ONE (1) YEAR. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING OR ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE, OR BUSINESS INTERRUPTION, HOWEVER SUCH DAMAGES MAY BE CAUSED.
Limited Warranty: Company warrants its equipment sold to Client under this Agreement, when used under normal conditions, to be free from defects in material and workmanship for thirty (30) days following delivery to the Client. The warranty period for repaired or replaced defective parts shall be through the remainder of the original warranty period. If the equipment proves to be defective in materials or workmanship, the exclusive remedy as well as Company’s sole liability shall be to repair and/or replace the defective equipment or component. This Limited Warranty applies only where the System has been properly installed, operated and maintained in accordance with Company’s instructions. Equipment loss is not covered by this warranty nor is damage to equipment from Acts of God, theft, terrorism, fire, vandalism or abuse. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED WHICH ARE SPECIFICALLY EXCLUDED, INCLUDING WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
NO THIRD-PARTY BENEFICIARIES: The parties agree that there shall be no third-party beneficiaries under this Agreement.
MEDIATION AND ARBITRATION: Any dispute arising out of or related to this agreement herein that cannot be resolved between the Company and Client shall first be submitted to mediation in San Antonio, Texas. The mediator shall be a retired judge or an attorney of ten (10) years or more of experience. If the parties cannot agree upon a mediator, the parties shall ask the American Arbitration Association to appoint a Mediator. If the Mediation is unsuccessful, then the dispute shall be submitted to binding arbitration in San Antonio, Texas in accordance with the rules of the American Arbitration Association. The arbitrator shall be a retired judge or an attorney of ten (10) years or more of experience. If the parties cannot agree upon an arbitrator, the parties shall ask the American Arbitration Association to appoint an arbitrator. During the arbitration, the parties shall each pay their share of the expenses and fees of the arbitrator. The arbitrator shall be entitled to award attorney’s fees and costs in such amounts and in such proportions as the arbitrator determines. The decision of the arbitrator shall be final, and binding and judgment thereon may be entered in any court with jurisdiction.

General Conditions

For all Company-owned equipment utilized by the Client in receiving the services designated in the applicable Service Order Form, the following terms apply. Client and Company stipulate and agree that all equipment and accessories installed or placed pursuant to this Agreement constitute mobile, removable personal property, and agree that under no circumstances will such equipment and accessories be considered fixtures or considered to be part of the real estate as improvements, fixtures or otherwise, regardless of whether such equipment and accessories are attached to any building or real estate. Company shall at all times retain ownership of such equipment and accessories. Client hereby unconditionally waives, both for the Client named in this Agreement and Client’s successors, assigns, landlords, lenders and mortgagees any and all rights Client or such landlords, lenders and mortgagees would otherwise have to assert that such equipment and accessories are part of the real estate as improvements, fixtures or otherwise, or to assert ownership of or a lien on any such equipment and accessories. In order to give third parties, notice of Company’s interest in the equipment and accessories installed or placed pursuant to this Agreement, Client authorizes Company to file in any relevant jurisdiction financing statements with respect to such equipment and accessories, and amendments thereto and continuations thereof, that contain the information required by the applicable Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any such financing statement, amendment or continuation. Company will not be responsible for any damages related to the removal of the equipment on the Client’s property, including, but not limited to, any costs incurred or expected to be incurred for repairs, adjustments, or alterations.
All title to, ownership of, and all rights in patents, copyrights, trade secrets and any other intellectual property rights in the Products is and shall remain the Company’s Property and this Agreement does not transfer any intellectual property rights. Replication of any unit type by the Client is prohibited.
Client acknowledges that power fluctuations or lack of sunlight (for the solar systems) commonly result in system failures and is a common problem and that Company is not liable for any monitoring equipment (sometimes referred to as the “System”) failure due to a power outage. Client shall promptly report any System problems following a power outage to Company.
Client acknowledges and agrees that signals which are transmitted over the telephone lines or via the internet are wholly beyond the control of Company and Company is not liable for any interruption due to utility or service provider failure or if Company’s central station should be destroyed or becomes inoperable due to fire or other disaster.
Services performed under this Agreement shall be deemed accepted by Client unless written proof of claim is made to Company no later than ten (10) days after services are completed.
Training in accessing and reviewing historical archive retained in the on-site system is provided. The review of archived video is the responsibility of the Client or is billable by the Company.
Company may assign this Agreement or any of its rights and obligations hereunder; Company shall notify Client of any such assignment. Client may not assign this Agreement without Company’s prior written consent.
Without the Company’s prior written consent of Company, Client may not assign, sell, or sublease Company provided equipment or this Agreement without Company’s consent. Client will not damage, encumber, or dispose of System or permit the System to be damaged, encumbered, taken from the site, tampered with or repaired by anyone other than authorized agents of Company.
In the event Client is not the site owner, Client hereby warrants that Client has secured the written consent of the owner for the installation and removal of the System.
This Agreement shall be governed by the laws of the State of Texas without reference to conflict of laws doctrine. It constitutes the entire Agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.
No waivers or modifications shall be valid unless the same are in writing and executed by the parties hereto.
This Fixed Surveillance Service Agreement together with the Standard Terms and Conditions and Client’s Service Order Form (the “Agreement”) shall govern Company’s provision of the Fixed Surveillance services provided under the Agreement to Client. In no event shall any preprinted terms or conditions found on Client’s purchase orders, template agreements, electronic acknowledgements, or any other preprinted forms be considered an amendment or modification of the Agreement or be binding upon Company unless agreed in a writing signed by an authorized representative of Company. In the event of a conflict between the terms of the documents comprising the Agreement, the following order of precedence will apply (in descending order of priority): (i) these Standard Terms and Conditions, (ii) the applicable Service Order, solely with respect to the equipment, products, and services specified in such Service Order, and (iii) any other addenda, exhibits, or other documents that are part of the Agreement..
Company is not responsible for, and Client shall indemnify and hold harmless the Company from the loss of, any equipment owned, rented, or borrowed by the Client’s workers on the site at any time. Workers are defined as any person employed or contracted to carry out a duty at the site.
The Company may record phone calls for quality assurance, training, accuracy, and evidence.
The Company owns the rights to all data and recorded video and may use video footage or data for marketing and training purposes.
The Company has permission to email the Client using the addresses given by the Client for “activity notification”.
Holidays are defined each year by the Company and include: Memorial Day (Last Monday of May), Independence Day (July 4th), Labor Day (First Monday in September), Thanksgiving (Fourth Thursday in November), Christmas Day (December 25th) and New Year’s Day (January 1st).
All notices will be posted at https://pro-vigil.com/customer-notices/. It’s the Client’s responsibility to review notices Company may periodically post. Such notices shall be an amendment to the Agreement as of the effective date.