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Bethesda Systems – Terms & Conditions 2025

PROJECTS

TERMS AND CONDITIONS

These terms and conditions of sale (these "Terms") are the only terms that govern the sale of the goods ("Goods") and services ("Services") by Bethesda Systems, LLC ("Seller") to the buyer named on the Proposal Confirmation (as defined below) ("Buyer"). Collectively Buyer and Seller are referred to as the "Parties" and individually as "Party."  The accompanying proposal confirmation (the "Proposal Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.  Acceptance of the Proposal Confirmation by Buyer is a prerequisite to the purchase of the Goods and Services and shall operate as an acceptance of these Terms, which are expressly incorporated into the Proposal Confirmation.

  1. Scope of Work.  The Parties agree that the “Scope of Work” for the project is set forth in the Proposal Confirmation.  Seller reserves the right to replace Goods in the Scope of Work in the case of obsolescence, discontinuation, or unavailability with a comparable model of equal or greater value.  

  2. Price.  The Parties agree that the “Price” for the project is set forth in the Proposal Confirmation.

  3. Payment Terms.  Buyer shall pay the Price as follows: (i) 60% of the Price is due at signing the Proposal Confirmation; (ii) 30% of the Price is due at delivery of the Goods; and (iii) 10% of the Price is due at substantial completion of the Scope of Work. All payments hereunder shall be in US dollars and made by check, electronic transfer, or credit card. Buyer shall pay a 3% convenience fee for any part of the Price that the Buyer elects to pay by credit card. Buyer shall pay interest on all payments over 30 days late at the rate of 1.5% per month. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. Buyer shall be responsible for any fees and/or other expenses caused by dishonored checks, credit card chargebacks, or similar fees or expenses. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller. The payment structure outlined above, or what is displayed within this proposal, shall be considered the governing payment terms upon the client's acceptance of the proposal.

  1. Price Gross-Up.  If any governmental authority requires Seller to pay any taxes, tariffs, or duties not contained in the Proposal Confirmation, the Buyer shall pay to Seller such additional amount imposed ("Gross-up Payment") that will ensure that Seller receives the same total amount that it would have received if no such payment by Seller had been required. Buyer shall pay such Gross-up Payment on or before the date Buyer’s final payment to Seller is due hereunder.

  2. Change Order.  No changes to the Scope of Work are effective unless Buyer and Seller agree in writing to the change and the price Buyer will pay for the change (“Change Order”).  The price for any Change Order is due when the Buyer signs the Change Order.

  3. Installation.  To allow the Seller to install the Goods and provide the Services, the Buyer must obtain any necessary permits and ensure the premises have adequate AC electrical power, electrical conduit, electrical raceways, junction boxes, any standard electrical back boxes as required, suitable space for equipment installation, core drillings, concrete and/or slab perforations, millwork, wood or cabinet work, drywall, patching, painting, and any other type of related work (“Infrastructure Requirements”).  All high-voltage panels and equipment (“High-Voltage Work”) must be installed by a licensed electrician provided by Buyer.  It is the Buyer’s exclusive responsibility to provide all Infrastructure Requirements and High-Voltage Work and to coordinate said work with the Buyer’s own contractors, engineers, architects, and other service providers.  Seller does not assume any responsibility for the condition of any existing equipment, cable, wiring, and or raceways that may be used and/or reused as part of the services.  The cost of installation services is based on work performed during regular business hours. If the Buyer requests installation to be performed at other than regular business hours, the Buyer shall pay the Sellers the prevailing overtime rates. 

  1. Buyer Responsibility.  Buyer shall ensure Seller has access to the property needed to perform the work set forth in the Proposal Confirmation at reasonable times.  Buyer shall ensure the location of work is free from hazards.  Buyer shall communicate with Seller in a timely manner to allow Seller to perform the work set forth in the Scope of Work.

  1. Service Agreements.  Seller shall use commercially reasonable efforts to provide the services sold through any service agreement contained in the Scope of Work and as described further on Seller’s website at https://membership.bethesdasystems.com/residential-new/.

  1. Data Use.  Seller complies with its privacy policy, available at https://www.bethesdasystems.com/index.php/privacy-policy, in providing the services set forth in the Scope of Work.  The privacy policy is subject to change as described therein.  By providing information to Seller, Buyer acknowledges that Buyer has reviewed and accepted the privacy policy, and Buyer consents to all actions taken by Seller with respect to Buyer’s information in compliance with the then-current version of the privacy policy. 

  1. Software Licenses.  All software is provided subject to any manufacturer’s license agreement(s) and/or end user license agreement(s) that are provided with it.  To the fullest extent permissible under applicable law, Buyer will be bound by all such licenses and/or end user license agreement(s).

  1. Return of Goods.  If the Buyer returns any Goods sold by the Seller, the Buyer shall be charged a restocking fee equal to 20% of the sales price for the returned Goods.  Buyer cannot return any Goods that are custom-made for Buyer. 

  1. Limited Warranty.  Seller warrants to Buyer that:

  1. All Goods sold are backed by the manufacturer’s warranty subject to any limitations contained in the manufacturer’s warranty.  To obtain warranty service for defective Goods, Buyer must follow the instructions included in the manufacturer's warranty.  BUYER AFFIRMS THAT SELLER SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO BUYER.

  1. Seller provides a 90-day warranty on all labor and parts sold to Buyer.

The warranties under this section do not apply where the Goods or parts have been: (i) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to any instructions issued by Seller, or improper testing, installation, storage, handling, repair, or maintenance; (ii) reconstructed, repaired, or altered by anyone other than Seller or its authorized representative; or (iii) used with any third-party product, hardware, or product that has not been previously approved in writing by Seller.

  1. Buyer's Exclusive Remedy for Breach of Warranty. During the warranty period:

  1. Buyer shall notify Seller, in writing, of any alleged warranty claim within 10 days from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim (but in any event before the expiration of the applicable Warranty Period).

  1. If Seller's inspection and testing reveals, to Seller's reasonable satisfaction, that such services do not conform with the limited warranty set forth herein, Seller shall, in its sole discretion and at its expense (subject to Buyer's compliance with this Section 13) repair the problem.

THIS SECTION 13 SETS FORTH THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND THE SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12.

 

  1. Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 12, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER CONCERNING THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER INDIVIDUAL OR ENTITY ON SELLER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 12 OF THIS AGREEMENT.

  1. Limitation of Liability.

    1. IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

    2. SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED 2 TIMES THE TOTAL OF THE AMOUNTS PAID TO SELLER PURSUANT TO THIS AGREEMENT.

  2. Risk of Loss.  Buyer takes title to, and assumes the risk of loss of, all Goods on the date of delivery to Buyer’s premises or a storage facility designated in writing by Buyer.  Seller reserves the right to refuse delivery to a storage facility if it deems the facility inadequate to securely store the Goods.  

  3. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

  4. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Seller operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Seller precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Seller.

  5. Confidential Information. All non-public, confidential, or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.

  6. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted Party") reasonable control, including, the following force majeure events ("Force Majeure Events"): ( acts of God; ( flood, fire, earthquake, or explosion; ( war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; ( order or action by any governmental authority or requirements of law; ( embargoes or blockades in effect on or after the date of this Agreement; ( national or regional emergency; ( strikes, labor stoppages or slowdowns, or other industrial disturbances; ( telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and ( other events beyond the reasonable control of the Impacted Party.

  7. Assignment. Buyer's rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without Seller's prior written consent. Any purported assignment or delegation violating this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

  8. Entire Agreement.  These Terms, together with the Proposal Confirmation, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

  9. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  10. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

  11. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Maryland without giving effect to any conflict of laws provisions thereof that would result in applying the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the State of Maryland. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.

  12. Amendment and Modification. These Terms may only be amended or modified in writing, which specifically states that it amends these Terms and is signed by an authorized representative of each Party.

  13. Notices. All notices shall be in writing and addressed to the Parties at the addresses set forth on the face of the Proposal Confirmation or to such other address for either Party as that Party may designate by written notice. All notices must be delivered by nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested).

  14. Severability. If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

SERVICE 

BETHESDA SYSTEMS TERMS OF SERVICE

These Bethesda Systems Support Terms of Service (this "Agreement") govern the relationship between Bethesda Systems ("Bethesda Systems", "we", "us", "our", and "your integrator") and you, the person subscribing to our services (in either case, "you", "your"), regarding support services that either we or our authorized provider will perform for you hereunder ("Services").

BY CHECKING THE BOX AND SIGNING UP, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO, THE TERMS OF THIS AGREEMENT.

PLEASE READ THESE TERMS OF SERVICE AND OUR PRIVACY POLICY FOUND BELOW (COLLECTIVELY, THE “AGREEMENT”) CAREFULLY BECAUSE THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US BY INDICATING THAT YOU AGREE BELOW, YOU AGREE (1) TO BE BOUND BY THIS AGREEMENT, AND (2) YOU ARE AT LEAST 18 YEARS OLD, AND (3) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND (4) YOU ACCEPT THIS AGREEMENT.

The Information You Need

There is no fee for canceling a membership. Memberships auto-renew at the end of the period. Memberships can be canceled at any time, however there are no refunds for unused time on the membership.

All Advanced Support work is billable.

Hourly rates:

Business hours: 8a-4p Mon-Fri
Regular Business hour rate: $249
Regular After-hours rate: $390

There is a minimum 1 hour charge for all on-site visits, billed in 15 minute increments after that. There will be $95 fee if a client cancels/reschedules their appointment with less than 24 hours notice. There is a minimum 15 minute charge for all Advanced remote support, billed in 15 minute increments.

Support for non-members:

8-4, M-F in-home support ONLY
If you decline to become a member you will have access to the Advanced Support team in-home only during the hours of 8-4 M-F. Remote support can be provided at our regular business and after-hours rates. All Advanced Support time is billable at the hourly rates shown above and will be invoiced accordingly. Support bandwidth is prioritized for members and therefore there is no guarantee on the response time.

Exclusive Care Membership:

∙ 8 AM - 10 PM, 7 Days a week, basic remote support within 60 min.

∙ Weekdays 8-4 PM, access to remote advanced support.

∙ Access to Advanced support (weekdays only, based on availability).

∙ Access urgent night and weekend advanced remote/on-site support.*

∙ Priority scheduling based on availability

∙ 25% discount on service labor

Elite Care Membership:

∙ 8 AM - 10 PM, 7 Days a week, basic remote support within 30 min.

∙ Weekdays 8-4 PM, access to remote advanced support.

∙ Access to Advanced support (weekdays only, based on availability).

∙ Access urgent night and weekend advanced remote/on-site support.*

∙ Onsite service labor discount*

∙ Next-day scheduling

∙ 2 annual tech review.

∙ Remote monitoring available**

∙ 20% discount on service labor (on top of Exclusive 25% discounted rate)

VIP Care Membership:

∙ Weekdays 8-4 PM, access to remote advanced support.

∙ Access to Advanced support: Same-day urgent response.

∙ Service visit costs included.

∙ Same-day on-site visits.

∙ Remote network monitoring

∙ VIP add-ons* 

How to contact support:

Support Phone - 301-656-2548 opt 1
Support Email - This email address is being protected from spambots. You need JavaScript enabled to view it.

How to promote the best support experience:

When you reach out for support, please be prepared to provide details about the nature of the issue and to answer some foundational questions. This will ground the support tech in the situation and help paint a full picture. Being on-site and engaged with the support tech is the best way for us to understand the nature of the issue. The more information and detail we can gather up-front, the better job we can do with troubleshooting and documenting. Spending a few minutes troubleshooting on the phone with a support tech can save you time and money if an in-home visit is required. The more robust, accurate, and detailed our documentation, the more equipped the support team is to tackle the issue efficiently. This, in turn, may save you billable hours and result in a great support experience.

General Support Terms.

SUPPORT EVENT: A support event is created when an end-user requests support by calling the dedicated support phone number or sending an email to the dedicated support email address as listed above. We may also initiate support events if we notice or discover other problems while resolving an issue or monitoring your system.

TIME ZONE: All times listed in this Agreement are local to our headquarters unless otherwise specified.

SLA: A service-level agreement (SLA) is an agreement between you and your integrator. This agreement stipulates what services your integrator will furnish and defines the performance standards such as pricing, response time, and deliverables based upon the level of chosen service.

BUSINESS HOURS SUPPORT: 8-4, M-F. Access to remote and on-site for members (non-members have access to on-site only). All times are in local time based on the location of the company's headquarters.

AFTER-HOURS: the guarantee that Remote Support will be available Monday-Sunday 8AM-11PM and will respond within the timeframe specified in the SLA for your membership level.

BASIC TRIAGE: Any action performed by the Remote Support team that includes but is not limited to asking questions to understand the nature and scope of the issue, collecting background information on the issue or site, and positioning options for technical support.


BASIC SUPPORT: The act of remotely exploring the issue, documenting findings, and starting the troubleshooting process. Basic Support contains but is not limited to all actions covered under Basic Triage. Basic Support includes providing guidance to resolve an issue, rebooting devices where possible, and/or providing workarounds. The Basic Support team will resolve issues to the best of their ability before escalating an issue to the Advanced Support team.

ADVANCED TRIAGE: Any action performed after escalation from the Basic Support team that includes but is not limited to acknowledging the issue and communicating next steps to the end-user, and documenting additional information.

Advanced Triage SLA depends upon whether you choose an optional membership and, if so, which specific membership level you select:

Advanced Triage - Non-members, and Exclusive Care Members: For both normal and urgent issues, an Advanced Triage response will occur the same business day if the issue is escalated before 3pm on weekdays. If the issue is escalated after 3pm or escalated on the weekend or a holiday, Advanced Triage response is no later than next business day by 12pm.

Advanced Triage – Elite Care Memberships: For normal issues, a response will occur the same business day if the issue is escalated before 3pm on weekdays. If the issue is escalated after 3pm or occurs on the weekend or a holiday, response is next business day by 12pm.  For urgent issues, the response is 1 hour if the issue is escalated between the hours of 9am and 10pm. All times are local time for the integrator’s closest office.

Advanced Triage – VIP Care Memberships: For normal issues, a response will occur the same business day if the issue is escalated before 3pm on weekdays. If the issue is escalated after 3pm or occurs on the weekend or a holiday, response is next business day by 12pm.  For urgent issues, the response is 30 minutes if the issue is escalated between the hours of 9am and 10pm.

ADVANCED SUPPORT: Actions by the Advanced Support team towards resolving a Support Event. This includes, but is not limited to, advanced troubleshooting, remote diagnostics, providing quick-fixes, remote changes/programming, or scheduling and performing an on-site visit.

Advanced Triage SLA depends upon whether you choose an optional membership and, if so, which specific membership level you select:

Advanced Support - Non-members and Exclusive Care:
For both normal and urgent issues, there is no SLA for response.
Response will be as quick as possible.

Advanced Support – Elite Care. For normal issues, a response will be prioritized with best effort. For urgent issues, the response is same-day, if escalated before 3pm, 7 days/week. If escalated after 3pm, 7 days/week, the response time is next-day.

Advanced Support – VIP Care
For normal issues, a response will be prioritized with best effort. For urgent issues, the response is same-day, if escalated before 3pm, 7 days/week. If escalated after 3pm, 7 days/week, the response time is next-day.

All times are local time for our closest office.

Proactive Monitoring Utilizing a Remote Systems Monitoring (RSM) tool to remotely monitor the health and status of an end-user’s system. When an alert is received it triggers a support event and begins the process of Basic Triage and Basic Support.

SLA: Remote Networking Monitoring SLA is a 60-minute response time if the event occurs between the hours of 6am and 10pm EST.

Urgency:

     Normal: Normal is the default incident level and is applicable to Triage and Support at both Basic and Advanced levels. Events classified as Normal have an SLA of same business day or next business day by 12pm local time for events escalated after 3pm local time the day before.

     Urgent: Urgency must be requested in order for an event to qualify for Urgent SLA response times. All events marked Urgent will be escalated to Advanced Support for follow-up based on the SLA’s associated with the current membership level. Urgent SLA’s for Exclusive memberships are identical to Normal SLA’s for None Members and Exclusive Care memberships.

     Life-Safety: Life Safety is any incident where the safety of the resident is at-risk. Defining an event as Life Safety is at the discretion of the Basic Support tech. Examples of life safety issues are non-functioning lights, non-functioning heat in winter.


Monitoring Tool: Network monitoring requires external access to the tool that enables this functionality.  Your system may already have this capability, but if not a monitoring tool may need to be installed.

Network Security: Network security monitoring enables you to be notified when devices on your network are communicating with known threats and also by preventing the data from entering your network.  This works by installing a device on your network which blocks access to malicious web sites, apps, and other unsafe content.

Limitations Of Membership.

Memberships do not cover any parts, warranty-related issues, fees associated with any On-site Support troubleshooting or On-site Support labor, travel charges, any past-due balances or any other billable event.

We and related third parties shall use reasonable efforts consistent with prevailing industry standards to maintain the safety and security of your system. We cannot guarantee the safety and security of your system in any way, including but not limited to the security of your network/data when using our Network Security service.  Please see the section below named Warranties and Disclaimers and additional section Limitation of Liability for further detail.

Types of Service Incidents
Normal: Normal is the default incident level and is applicable to Triage and Support at both remote and on-site levels. Events classified as Normal do not guarantee any response above "best effort" except for Advanced Support triage on a Elite and VIP plan which has an SLA of the same business day or next business day by 12pm local time for events escalated after 3pm local time the day before.

Urgent: Urgency must be requested in order for an event to qualify for Urgent SLA response times. All events marked Urgent will be escalated to Advanced Support for follow-up based on the SLA's associated with the current membership level. Urgent SLA's for Executive memberships are identical to Normal SLA's for Non Members.

Life-Safety: Life Safety is any incident where the safety of the resident is at-risk. Defining an event as Life Safety is at the discretion of the Basic Support tech. Examples of life safety issues are non-functioning lights, non-functioning heat in winter.

Hourly Rates
Business Hours - Hourly rate for business hours is listed above for both business hours and after-hours.

Travel during both business hours and after-business hours may be billed at the standard business hourly rate or higher.

Hours of Operations.
Business Hours - Our business hours are listed above under the Information You Need.

After Hours: Defined as any time outside of our normal business hours. All bank holidays are treated as after-hours

Availability: Advanced Support response times are generally dependent on client availability. Client must be available to provide permission and/or access if required.

Basic Triage for non-members

Please note: non-member clients have access to Basic Triage only, not remote support. Access to remote support requires an optional membership.

Basic Remote Support for Executive Care Members
Availability: 7 days a week 8AM-11PM for all Executive Members
Response Time: 60-minutes to all phone calls and emails received at our support phone or support email address.

Basic Remote Support for Elite Care Members
Availability: 7 days a week 8AM-11PM for all Executive Members
Response Time: 30-minutes to all phone calls and emails received at our support phone or support email address.

Basic Remote Support for VIP Care Members
Availability: 7 days a week 8AM-11PM for all Executive Members
Response Time: 10-minutes to all phone calls and emails received at our support phone or support email address.

Advanced Support for non-members
Availability: 8a-4p Mon-Fri. No holiday support. On-site only (no remote support will be provided after your warranty expires).
Response Time: Subject to availability.

Advanced Support for Executive Care Members
Availability: 8a-10p Mon-Fri. No holiday support.
Response Time: Subject to availability

Advanced Support for Elite and VIP Care Members
Availability: 8a-10p 7 days/week for Urgent issues.
Normal issues: Receive the same response as Advanced Support for Executive Care Members

Urgent Issues for Elite Care members: Support will respond within 1 hour between the hours of 8am-10pm EST with follow-up support no later than same-day if escalation from Basic Support occurs before 3p. Advanced Support follow-up will occur no later than next day if escalation from Basic Support occurs after 3p.

Urgent Issues for VIP Care members: Support will respond within 30 minutes between the hours of 8am-10pm EST with follow-up support no later than same day if escalation from Basic Support occurs before 3p. Advanced Support follow-up will occur no later than next day if escalation from Basic Support occurs after 3p.

Limitations of Service and Support

Technology we have installed: We reserve the right to limit our support to just the technology we have installed and where the technology was not modified without our knowledge.

Technology we did not install: We do not cover technology we did not install. In some cases, we will provide support for technology we did not install, but only where we have explicitly agreed to support the technology. In order to support an outside system, we will charge for any and all on-site time required to understand, document, modify or otherwise familiarize ourselves with your system. This will be Advanced Support, and therefore billable.

Maintaining reliable internet connection to the home: A reliable home internet connection is required for remote access and troubleshooting. It is the homeowner's responsibility to maintain an account in good standing. Without remote access, support will be limited. In the event of a power outage or system outage, a network provided by a wireless carrier (3G, 4G, LTE, 5G) does not count as and cannot replace a home internet connection.


Passwords:
As a matter of practice, we do not manage your passwords for personal accounts (Apple IDs, Netflix, etc). We reserve the right to offer password and account management as part of our service offerings, but those elements are not included in the standard membership packages.

For any personally identifiable information we obtain as part of setup, configuration, or on-going management of your accounts, we will follow best-practices to keep that information safe. We use reasonable administrative, logical, physical and managerial measures to safeguard your personal information against loss, theft and unauthorized access, use and modification. Unfortunately, no measures can be guaranteed to provide 100% security. Accordingly, we cannot guarantee the security of your information.


Utility Management: We will not manage any utility accounts (cable, internet, phone, wireless) as part of the existing relationship or as part of membership plans. We reserve the right to offer this service in the future.

Network Monitoring: Our Network monitoring may be limited to systems, technologies, components, and networks that natively integrate with our monitoring technology. There are many manufacturers and ecosystems and we are not able to monitor all of them. Examples of systems we cannot monitor are cable boxes, HVAC systems, personal tech, or any device or device class that does not utilize standard TCP/IP protocol and is not visible as an IP device on your home network.

Appliances and Non-Technology: When possible, we will monitor the connection to auxiliary, third-party, and other fully-independent systems, but not the systems themselves. For example, we may be able to see if your HVAC system falls off the network, but we will not be able to troubleshoot or reboot that system. We may be able to interact with the thermostat, but that is where the support ends.

Personal Technology: We do not currently support personal technology. We reserve the right to utilize your personal tech as it pertains to providing support under the purview of this relationship, but we will not support the personal tech itself under our existing membership plans and structure.

Additional Limits: Basic support is limited to what we can access remotely or what the client feels comfortable helping with remotely.

There is no refund or recourse if we do not respond within the stated SLA. Missing SLA is not a breach of contract.

All guarantees are intended as promises made in good faith. The failure to deliver on any guarantee such as response times, providing advanced support, or providing access to support does not carry any recourse, financial or otherwise.

Remote Systems Management Platform (Proactive Monitoring Device):

A remote systems management (RSM) platform is a physical device on your home network that allows both Basic Support and Advanced Support to monitor the health of your network, a connection to the public internet, compatible IP devices on your network, and to interact with remote-enabled devices on your network.

 

Network Monitoring Device
A network monitoring device is a piece of hardware that is installed on your network and may sit between the router and all of the devices on the network so that all traffic is routed through this device.  This device enables a service to validate all sources of incoming data packets against a known list of unsafe servers.  If there is a match then the data will not be permitted to pass through to intended recipients on the network.  


Our Advanced Support team has access to everything we installed and/or are given credentials to access everything we installed. The Advanced Support team is able to see the status of all devices on the network that are compatible with and configured to work with the RSM tool. If they have the correct credentials, they can connect directly to the end device and access data on that device.


Our Basic Support team has limited access to devices on the network and is only able to see the status of the device (online, offline, etc.) Basic Support does not have access, cannot take control, and is unable to directly interact with any data or systems through the RSM tool.

Remotely Accessible PDU's with Troubleshooting Tool.

Remotely Accessible PDU's (Power Distribution Units), when coupled with a Troubleshooting Tool, can be a powerful tool for remote support. This combination can often allow us to remotely reboot a device in an attempt to resolve the issue. Not all devices have this capability, nor are all devices connected to a remotely accessible PDU. Whenever possible, we will use this toolset to resolve issues and do not require permission to reboot devices in an attempt to resolve issues. We will not be held responsible nor accountable for any costs associated with any damage, reprogramming, repair, or other negative effect caused from rebooting devices.


Our Proactive membership requires a troubleshooting tool to be installed in the home. The device must be configured properly in order for us to get the most utility out of the tool. Any change to the network, devices, systems, components or any other aspect of the home network may require additional configuration which is subject to standard hourly billing rates. If you sign up for Proactive and do not have a troubleshooting tool, you will need to purchase one. Contact membership email to schedule the purchase and installation of this tool.

Contingencies of Services.

Any implied or expressed warranty, guarantee, or agreement will be voided if for any reason the "the system" is manipulated by any third party. In some cases, we will guarantee support for technology we did not install, but where we have explicitly agreed to support the technology. In order to support an outside system, we will charge for any and all on-site time required to understand, document, modify or otherwise familiarize ourselves with your system. We must be your only smart-home support provider.

Additional Terms.

Warranties, guarantees, memberships, contracts, and/or any other agreement will be immediately voided if another smart-home integrator provides any service to your systems, components, networks, devices, or hardware of any kind. We are your sole source for support for these systems and any unauthorized work will immediately void all agreements and understandings.  For any warranty-related questions or concerns, please reference your original contract or project agreement.

Memberships are non-transferrable. If you sell or move from your home, the membership travels with you and does not stay with the home. It is your responsibility to update us of any change of status, including a new address.

A membership is required for each unique home. Multiple buildings on the same property each require their own membership and cannot be combined into a single membership.

Commercial (multiple properties, business site): Commercial properties with multiple locations will require a unique membership per location. Not all locations must be covered at the same level, but each must have a unique membership for tracking and ticketing purposes. Commercial institutions with multiple sites on a single location (eg. multiple conference rooms in the same building) do not require a unique membership per room. Your membership level must be sufficient to cover the number of support events per month.

Basic Remote Support access included in all memberships up to one support event/month.  At our discretion, we reserve the right to raise prices if there is more than one event/month over a 3 month period.

A breach of security, either internal or external to your network, is not our responsibility and we cannot be held liable for any breach.  Even if you have network security monitoring and we use state-of-the-industry technology and prevailing standards to minimize the likelihood of a breach, we cannot guarantee the safety and security of your network.   

What is not supported?

We do not support the troubleshooting or rebooting of third-party systems that may or may not connect to the network such as pool control systems, HVAC systems, security systems etc.

We do not support Personal technology. We may, from time to time, utilize some of your personal technology as part of troubleshooting or a work-around, but we do not service or support Personal technology nor can we be held accountable for any negative effects or damage to Personal technology caused as a result of any action associated with troubleshooting or utilizing that tech as a workaround.

Computers, mobile devices, hotspots, tablets, phones, wearable tech, and all other forms of personal tech are not supported or covered under any membership, contract, warranty, or guarantee either expressed or implied. Unapproved devices that gain access to your network and cause harm are not covered and we cannot be held responsible in case this event occurs.

Appliances. Unless specified in a separate agreement, we will not be responsible for the troubleshooting, maintenance, operation of or connection to the home network for home utility appliances including but not limited to stoves, ovens, dishwashers, refrigerators, coffee makers or any other smart kitchen or industrial appliance that may be connected to the home network.

This does not constitute a warranty, though a separate warranty may include these services. Warranties may or may not  include any maintenance, labor or repair or replacement policies outside of the express warranty provided by the manufacturer or as part of another warranty offering.

 

Billing Policies.

Memberships auto-renew at the end of each active term and are billed automatically to the payment method on file. If the payment fails, we will attempt the charge again up to eight times over a period of 30 days. If we are unable to collect the overdue balance, your membership will be put on hold until the balance is collected.

You may request a cancellation at any time, however there are no refunds for any unused time on the membership. In the event of a cancellation, you will be eligible for the services offered as part of your membership until the end of the then-active term.  

Advanced Support is billable in 1 hour increments. All Advanced Support fees will be invoiced in arrears. Hourly charges and expenses incurred during the course of providing advanced support service will be invoiced once a Service Request has been solved or transitioned into an additional project. Projects, as determined by your Service Manager, may be billed separately per their own agreement. There are no refunds for payments made on memberships. All sales are final.

Cancellation.

Memberships can be cancelled at any time without a fee and without advanced notice. There are no refunds for unused portions of a membership. To cancel, simply contact support through any of the approved support channels.

Signing up for a paid plan in order to immediately take advantage of benefits such as remote support or urgent priority response is fine; but doing so only to cancel immediately after the premium services have been rendered violates the spirits of our memberships. If this occurs more than once, we may choose to terminate our services entirely and/or charge a $1,000 fee any time this occurs.

Billing Practices.

Any unpaid balance will be charged 1.5% interest per month on the outstanding balance beginning 30 days after payment is due. To change your billing CC, contact support though any of the approved support channels and they can help update the card on file. Upon updating with a valid card, the past due amount will be immediately collected to zero out the balance.

Prices increase annually. We may increase both new and existing membership fees at will. Any increase to existing membership fees will be communicated at least 30 days prior to a change taking effect. We may increase hourly rates at any time without providing advance notice. It is the responsibility of the home owner to confirm hourly pricing before requesting Advanced Support which will result in billable time.

End-User Responsibilities.

Contact info must be updated by the client. Email, phone number, address and other important contact information must be up-to-date in our systems in order to provide service. It is your responsibility to inform us if any of your important contact information has changed. Home address: If you move to a new residence, your membership can be transferred to the new home. However, please see "Limitations of Support" as this may apply to your new home if we did not install the technology. Any on-site time to familiarize and document will be charged at the appropriate hourly rate. If we are unable to service your new system or if you choose a new smart-home integrator as your primary service provider, it is your responsibility to cancel your membership. This can be done by calling the support phone or by using the Billing Portal for your membership

How to Upgrade/Downgrade your Membership? Please contact the support team by email to request a change to your membership. If signing up for a membership, a CC will be required to complete the transaction.

 How to promote the best support experience? Provide detail when you reach out for support. Be on-site and able to interact and engage with the tech in your home. Be prepared to start with answering foundational questions to ground the support tech in the situation and help paint a full picture. The more information and detail we can gather up-front, the better job we can do troubleshooting and documenting. Give us five minutes of your time to troubleshoot so our Advanced Support, if necessary, can be more efficient. Robust, detailed, and accurate documentation means that when Advanced Support is required, they are more equipped to tackle the issue and are more efficient in doing so. This, in turn, may save you billable hours since you spent the extra time on the phone with basic so the team could document the issue and ask the important questions.

How do I terminate the relationship with my Integrator? You may cancel your membership at any time.  In order to end your relationship with your integrator, please call the main number and speak to someone on the sales team.

How do I keep my network safe?  Although you can never guarantee network safety, you can minimize your risks by not clicking on suspicious links, not opening emails you find suspicious, not visiting known suspicious sites or downloading and installing any unapproved applications, and by not allowing untrustworthy devices to access your network.  Taking basic, common-sense precautionary measures can decrease the likelihood of compromising the integrity and security of your devices and network.

Marketing preferences / communication preferences.

If you no longer want to receive certain communications from us via email or text message, simply click the "unsubscribe" link in any promotional email or call the support number and let the support agent know you no longer wish to receive electronic communications. We do not offer any method to opt-out of text messages at this time. Please note that you cannot unsubscribe from certain email correspondence from us, such as messages relating to your account transactions.

Security.

We implement security safeguards designed to protect your data, such as HTTPS. We regularly monitor our systems for possible vulnerabilities and attacks. However, we cannot warrant the security of any information that you send us. There is no guarantee that data may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. We use Enterprise-grade tools which enable us to maintain compliance with all financial and regulatory rules surrounding the use and processing of credit cards and other personally identifiable information (PII). We do not store credit card numbers in our systems.

Contacting Us.

If you have general questions about your account or how to contact Customer Service for assistance, please call the support number. For questions specifically about this Privacy Statement, or our use of your personal information, cookies or similar technologies, please contact us by emailing us at the support email address. You can also write to us at our business address, marked Attention: Privacy. Please note that if you contact us to assist you, for your safety and ours we may need to authenticate your identity before fulfilling your request.

Your Data.

"Your Data" means all electronic data or information submitted by you to or through the Services or Software, and all derivatives thereof. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, and our use of Your Data is governed by our Privacy Policy, the current version of which can be found at the URL listed in Information You Need.

Your Use Of The Services.

You will use reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly upon learning of any such unauthorized access or use, use the Services only in accordance with our user guide and all applicable laws and government regulations, and comply with the terms of service of any Third Party Applications with which you use Services. You may not (a) make the Services available to, or use any Service for the benefit of, anyone other than yourself and users within your household, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services, or (c) interfere with or disrupt the integrity or performance of the Services or Third Party data contained therein.

Third Party Products And Services.

Use of Third Party Products, Applications, and Services. "Third Party Products, Applications, and Services" means web-based, mobile, offline, online or other applications, products, and services provided by a third party. We may from time to time use Third Party Products, Applications, and Services or make Third Party Products, Applications, and Services available to you, such as implementation, customization, and other consulting services. By signing this Agreement, you authorize Us to engage with Third Party Products, Applications, and Services to provide the Services described in this document.

Third Party Products and Services and Your Data. If you enable Third Party products and services for use with Services, you acknowledge that we may allow providers of those Third Party products and services to access Your Data as required for the interoperation of such Third Party products and services with the Services. We are not responsible for any disclosure, modification or deletion of Your Data resulting from any such access by a Third Party Application or its provider. You may allow a Third Party service provider to use or access the Services solely for purposes of providing products or services for you, provided that such service provider has contractually agreed to maintain the confidentiality of the Services under terms no less restrictive than as set forth in the rest of this document, and you are responsible and liable for such service provider's compliance with the terms of this Agreement governing such use.  

Below is a partial list of Third Party Privacy Policies which, upon accepting This Agreement, are included in This Agreement:

Integration with Third Party Products and Services. The Services may contain features designed to interoperate with Third Party products and services (e.g., email, text messaging, or customer relationship management applications). To use such features, you may be required to obtain access to such Third Party products or services from their providers or to grant us access to your account(s) on such Third Party products or services. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party product or service ceases to make the Third Party product or service available for interoperation with the corresponding Service features in a manner acceptable to us.

Third Party Terms and Conditions. Certain components of the Services may be provided by Third Parties and are subject to separate terms and conditions. You must agree to those terms and conditions before accessing or using such Third Party products, and you must comply with such terms and conditions. We may modify, remove or replace such Third Party products or components from time to time.

Fees.

Automatic Renewal. By purchasing Services, you authorize us to charge the stated Services fee amount, and any applicable sales, telecommunication, excise or similar taxes, to the payment method that you provided at the time of purchase or activation. You also authorize Us (ourselves or through our payment processor) to charge the then-current Services fee amount, and any applicable sales, telecommunication, excise or similar taxes, at the end of your membership. The Services fee is exclusive of any applicable federal, state, municipal taxes or duties. The Services will automatically renew at the beginning of each term unless you terminate Services prior to expiration of the then-current term. At the time of renewal, We (or through our payment processor) will charge the credit card you provided to us, unless you provide us with an alternate credit card prior to expiration of the then-current term.

Invoicing and Payment. You must provide us with valid and updated credit card information, and you authorize us to charge such credit card for all Services for the upcoming term and any renewal term. Such charges will be made automatically at the beginning of each term. Any invoice charges are due within 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

Overdue Charges. If any charges are not received from you by the due date, then, at our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) we may condition future membership renewals on payment terms shorter than those specified in Section 21.b (Invoicing and Payment).

Suspension of Service and Acceleration. If any amount owing by you under this Agreement is 30 or more days overdue (or 14 or more days overdue in the case of amounts you have authorized us to charge to your credit card), we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and/or suspend our services to you until such amounts are paid in full. We will give you at least seven days prior notice that your account is overdue, in accordance with Section 27.a (Manner of Giving Notice), before suspending services to you.


We reserve the right to work with 3rd party agents (agents) who may, on our behalf or on your behalf, purchase hardware either as a reseller or as an end-user. Items purchased as a reseller may result in the applicable taxes being passed on to you, or may be covered by us or the agent where appropriate. The appropriate sales (or other) tax for items purchased where sales tax (or use tax etc) is paid at the time of the purchase may or may not be included in an invoice to you or to Us from the agent. Where appropriate, the correct taxes will be passed onto you.

Proprietary Rights.

Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Services, and our proprietary platform that we use to provide the Services (including software, hardware, firmware, and all other applications and technology), and all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

License to Your Data and Applications. You grant us, our contractors, and approved Third Party Products, Applications, and Services a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Third Party Applications created for you using a Service or for use by you with the Services, as reasonably necessary for us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, we acquire no right, title or interest from you or your licensors under this Agreement in or to any of Your Data or Third Party Application.

License to Use Feedback. You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our and/or our Affiliates' services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users relating to our or our Affiliates' products and services.

Confidentiality.

Definition of Confidential Information. "Confidential Information" means all confidential information that you may disclose to us, or that we may disclose to you, in connection with this Agreement. The party disclosing Confidential Information is the "Disclosing Party", and the party receiving Confidential Information is the "Receiving Party". Confidential Information may be exchanged orally or in writing, and may be either designated as confidential, or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes, but is not limited to, Your Data; our Confidential Information includes, but is not limited to, the Services and the terms and conditions of this Agreement and all Order Forms. However, Confidential Information (other than Your Data) does not include any information that (a) is or becomes generally known to the public without breach by the Receiving Party of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to receipt from the Disclosing Party, and without breach of any obligation owed to the Disclosing Party, (c) is received by the Receiving Party from a Third Party, without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party as demonstrated by its records kept in the ordinary course, and without use of the Disclosing Party's Confidential Information.

Protection of Confidential Information. The Receiving Party must (a) use the same degree of care to protect the Disclosing Party's Confidential Information that it uses to protect the confidentiality of its own confidential or proprietary information (but in no event less than reasonable care), (b) not use the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement, and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to the Disclosing Party's Confidential Information to those of the Receiving Party's and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed agreements with the Receiving Party protecting the confidentiality of the Disclosing Party's Confidential Information containing protections no less stringent than those herein. You may not disclose the terms of this Agreement or any Order Form to any Third Party other than in confidence to your Affiliates and your legal counsel and accountants (or similar advisors), and you will remain responsible for their compliance with this section.

Compelled Disclosure. The Receiving Party may disclose the Disclosing Party's Confidential Information if it is compelled by law to do so, provided it notifies the Disclosing Party in advance of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the Disclosing Party's request and expense, if the Disclosing Party wishes to contest the disclosure. If we are compelled by law to disclose your Confidential Information as part of a civil proceeding to which you are a party, and you are not contesting the disclosure, you will reimburse us for our reasonable cost and expense incurred in compiling and providing secure access to your Confidential Information.

Warranties And Disclaimers.

Your Warranties. You represent and warrant that (a) you have validly entered into this Agreement and have the legal power to do so, and (b) you will comply with all applicable local, state, national and international laws, treaties, regulations and conventions in connection with your use of the Services, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data.

Disclaimer. EXCEPT AS MAY BE EXPRESSLY WARRANTED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT ANY ASPECT OF THE SERVICE: (I) WILL OPERATE ERROR-, BUG- OR DEFECT-FREE, OR IS FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES; (II) IS SUITABLE FOR YOUR PARTICULAR INDUSTRY OR INTENDED USE; (III) WILL COMPLY WITH LAWS OR REGULATORY GUIDELINES THAT ARE APPLICABLE TO YOU; OR (IV) WILL BE TIMELY, COMPLETELY SECURE OR UNINTERRUPTED.

Limitation Of Liability.

Exclusion of Damages. IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Indemnification. IN NO EVENT WILL WE, ONEVISION, OR ANY THIRD PARTY PRODUCT, SERVICE, OR APPLICATION BE HELD LIABLE FOR ANY ACTION SHORT OF GROSS MISCONDUCT OR NEGLIGENCE.

Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EXCEED THE AMOUNTS PAID BY YOU TO US DURING THE 3 MONTHS PRECEDING THE CAUSE OF ACTION. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Term And Termination.

This Agreement commences on the date you accept it and continues until your membership is cancelled or this Agreement is terminated. Either party may terminate this Agreement for any reason or no reason at any time without obligation to notify the other party. Your payment obligations, this sentence, and Sections 22 (Proprietary Rights), 23 (Confidentiality), 24 (Disclaimer), 25 (Limitation of Liability), 27 (Notices, Governing Law and Jurisdiction) and 28 (General Provisions) will survive any termination or expiration of this Agreement. Our remedies are cumulative, and our exercise of a remedy is without prejudice to our other available remedies.

Notices, Governing Law And Jurisdiction

Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder must be in writing and will be deemed to have been given upon: (a) personal delivery, (b) the seventh business day after mailing, (c) the second business day after sending by confirmed facsimile, (d) the second business day after sending by overnight commercial courier, or (e) the first business day after sending by email (provided email will not be sufficient for notices of termination or an indemnifiable claim). Notices to us must be addressed to Our business address, Attn. Legal, with a copy to our Legal Department, and notices to you will be addressed to the contact designated by you through the ordering process.

Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of Maryland, without regard to conflicts of law rules. Each party irrevocably agrees that the federal and state courts located in Maryland shall have jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Each party irrevocably submits to such jurisdiction and irrevocably waives any objections based on inconvenient forum. Notwithstanding the foregoing, each party shall have the right to seek (i) equitable relief pursuant to Section 12.11, and (ii) the enforcement of judgments, in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

General Provisions.

Export Compliance. The Services, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list.

Relationship of the Parties. The parties to this Agreement are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties.

No Third-Party Beneficiaries. There are no third party beneficiaries to this Agreement except certain of our licensors and suppliers are third-party beneficiaries of this Agreement and have the right to enforce this Agreement against you.

Amendment; Waiver. No amendment, modification or waiver of any provision of this Agreement, nor consent to any departure therefrom, will in any event be effective unless it is in writing and signed by the parties hereto, and then such amendment, modification, waiver or consent will be effective only in the specific instance and for the specific purpose for which given. No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Invalidity; Severability. If any term or provision of this Agreement should be declared invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining terms and provisions of this Agreement will be unimpaired and the invalid, illegal or unenforceable term or provision will be replaced by such valid term or provision as comes closest to the intention underlying the invalid term or provision.

Legal Fees. If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party will recover its reasonable legal fees, costs and expenses from the non-prevailing party.

Force Majeure. We will not be in default of this Agreement or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from any cause beyond our reasonable control.

Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by you, directly or indirectly, by operation of law or otherwise, without our prior written consent (which consent may not be unreasonably withheld). We may assign, delegate, transfer and/or subcontract our rights or obligations under this Agreement without requiring your consent.

Entire Agreement. These Terms of Service and our Privacy Policy constitutes the entire agreement between you and Us, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter herein. We reserve the right to

Equitable Relief. The parties acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in Sections 22 (Proprietary Rights) and 23 (Confidentiality) of this Agreement may result in substantial, continuing and irreparable injury to the non-breaching party for which the non-breaching party may not be adequately compensated by monetary damages alone. Therefore, the parties agree that, in addition to any other remedy that may be available to the non-breaching party, the non-breaching party will be entitled to seek injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Agreement, without needing to post a bond.

Section Headings. The section headings used herein are for convenience only and shall not affect the interpretation of any provision of this Agreement.

We will update this Terms of Service from time to time in response to changing legal, regulatory, operational, or any other business requirements. We will provide notice of any such changes (including when they will take effect) in accordance with law and if the revision, in our sole discretion, is material. Your continued use of the service after any such updates take effect will constitute acceptance of those changes. If you do not wish to accept any updates to this Terms of Service, you may cancel your use of the service. To see when this Terms of Service was last updated, please see the "Last Updated" section below.