TERMS AND CONDITIONS OF SALES AGREEMENT
This agreement (“Agreement”) is made and effective on the purchase date (“Effective Date”), as listed on Subscriber’s payment confirmation email from Alarm Company, of the security system (“Alarm Equipment”) and monitoring services by and between:
- Acadian Monitoring Services, LLC, or Acadian Total Security, LLC, or Acadian Ambulance Service, Inc. dba Acadian Monitoring Services, LLC, a Louisiana limited liability company whose mailing address is P.O. Box 93088, Lafayette, LA 70509-3088 (“Alarm Company”);
- The purchaser of the Alarm Equipment (“Subscriber”);
- Each hereinafter referred to individually as a “Party” and collectively as “Parties”.
That for the covenants and consideration specified herein, Alarm Company and Subscriber, the Parties hereto, for themselves, their heirs, successors and/or assigns mutually agree as follows:
By clicking the “Purchase Order” button you agree that you have read this Agreement and are legally bound by this Agreement, including the disclaimers, limitations of liability and indemnity obligations below.
LIFE SAFETY NOTICE: IF SUBCRIBER PURCHASED A SYSTEM THAT INCLUDES SMOKE DETECTORS OR CARBON MONOXIDE DETECTORS, OR IF SUBSCRIBER ADDS SMOKE DETECTORS OR CARBON MONOXIDE DETECTORS AT A LATER TIME, THERE MAY BE SPECIFIC REQUIREMENTS OR STANDARDS FOR THE INSTALLATION, MAINTENANCE AND LOCATION OF SUCH DETECTORS. CONTACT THE LOCAL AUTHORITY HAVING JURISDICTION OR CONSULT A QUALIFIED PROFESSIONAL TO ASSIST IN THE INSTALLATION, MAINTENANCE AND LOCATION OF SUCH DETECTORS. SUBSCRIBER HAS SOLE RESPONSIBILITY FOR COMPLYING WITH ANY AND ALL CODES, LAWS AND STANDARDS THAT MAY APPLY TO THE INSTALLATION, PLACEMENT AND MAINTENANCE OF THE SYSTEM.
1. SALES RESTRICTIONS: Purchases from Alarm Company are available only in the United States. Subscriber agrees not to use or attempt to use any product or service from outside of the United States or for any illegal or unlawful purpose. Purchases made through the Alarm Company website are for end user customers only. Sales to dealers, resellers or distributors or any other third-party are prohibited.
2. PAYMENT: Alarm Company accepts credit cards and debit cards as forms of payment. If a credit card is being used for a transaction, Alarm Company may obtain a pre-approval from the credit card company for an amount up to the amount of the order. Billing to your credit card occurs at the time of purchase or when the order is shipped.
3. SALES TAX: Alarm Company website transactions will include sales tax based on the delivery address and the sales tax rate in effect at the time the transaction is completed. If the sales tax rate for the state to which Subscriber’s order is being shipped changes before the product is shipped, the rate in effect at the time of the order was received will apply. Subscriber is responsible for all applicable sales taxes, and Alarm Company has the right to collect any tax it believes it is obligated to collect.
4. SHIPPING: Delivery will be by common carrier F.O.B to Alarm Company’s shipping point.
5. MONITORING SERVICES: Monitoring services will not be provided in connection with Subscriber’s purchase of the Alarm Equipment unless Subscriber activates such services through the Alarm Company. Monitoring services are provided in accordance with Alarm Company’s Terms of Service. If Subscriber activates service offerings made available in connection with the Alarm Equipment that do not require a monitoring subscription such services shall be provided in accordance with the Terms of Service that are applicable to such services.
5. LIMITED WARRANTY: In the event that any part of the warranted Alarm Equipment becomes defective, in accordance with industry standards, or in the event that any repairs are required, Alarm Company agrees to make all repairs and replacement of parts without costs to the Subscriber for a period of twelve (12) months beginning on the date of the initial purchase of the Alarm Equipment. This warranty does not include batteries, reprogramming, damage by lightning, electrical surge, wire, foil breaks or repairs made necessary by reason of alteration to Subscriber’s premises, or caused by unauthorized intrusion, lightning or electrical surge, or caused by any means other than normal usage, wear and tear. This warranty does not cover obsolete components and components exceeding manufacturer’s useful life. Alarm Company is not the manufacturer of the Alarm Equipment and other than Alarm Company’s limited warranty Subscriber agrees to look exclusively to the manufacturer of the Alarm Equipment for repairs under its warranty coverage if any. Except as set forth in this Agreement, Alarm Company makes no express warranties as to any matter whatsoever, including, without limitation, the condition of the Alarm Equipment, its merchantability, or its fitness for any particular purpose. Alarm Company does not represent nor warrant that the Alarm Equipment may not be compromised or circumvented, or that the Alarm Equipment will prevent any loss by burglary, hold-up, fire or otherwise; or that the Alarm Equipment will in all cases provide the protection for which it is installed. Alarm Company expressly disclaims any implied warranties, including implied warranties of merchantability or fitness for a particular purpose. The warranty does not cover any damage to material or Alarm Equipment caused by accident, misuse, attempted or unauthorized repair service, modification, or improper installation by anyone other than Alarm Company. Subscriber acknowledges that any affirmation of fact or promise made by Alarm Company shall not be deemed to create an express warranty unless included in this Agreement in writing; that Subscriber is not relying on Alarm Company’s skill or judgment in selecting or furnishing Alarm Equipment suitable for any particular purpose and that there are no warranties which extend beyond those on the face of this Agreement. Subscriber’s exclusive remedy for Alarm Company’s breach of this Agreement or negligence to any degree under this Agreement is to require Alarm Company to repair or replace, at Alarm Company’s option, any part of the Alarm Equipment which is non-operational. In all cases where replacement parts are sent to Subscriber to replace warranted equipment, Subscriber shall be responsible for all shipping fees.
6. INDEMNIFICATION: SUBSCRIBER AGREES TO INDEMNIFY AND HOLD HARMLESS ALARM COMPANY, THEIR EMPLOYEES, AGENTS AND SUBCONTRACTORS, FROM AND AGAINST ALL CLAIMS, LAWSUITS, INCLUDING THOSE BROUGHT BY THIRD PARTIES OR BY SUBSCRIBER, INCLUDING REASONABLE ATTORNEYS’ FEES AND LOSSES, ASSERTED AGAINST AND ALLEGED TO BE CAUSED BY ALARM COMPANY’S PERFORMANCE, NEGLIGENCE OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT. PARTIES AGREE THAT THERE ARE NO THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.
7. EXCULPATION: ALARM COMPANY AND SUBSCRIBER AGREE THAT ALARM COMPANY IS NOT AN INSURER AND NO INSURANCE COVERAGE IS OFFERED HEREIN. THE ALARM EQUIPMENT IS DESIGNED TO REDUCE CERTAIN RISKS OF LOSS, THOUGH ALARM COMPANY DOES NOT GUARANTEE THAT NO LOSS WILL OCCUR. ALARM COMPANY IS NOT ASSUMING LIABILITY, AND, THEREFORE SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY LOSS, PERSONAL INJURY, DATA CORRUPTION OR INABILITY TO RETRIEVE DATA, OR PROPERTY DAMAGE SUSTAINED BY SUBSCRIBER AS A RESULT OF BURGLARY, THEFT, HOLD-UP, FIRE, EQUIPMENT FAILURE, SMOKE, OR ANY OTHER CAUSE, WHATSOEVER, REGARDLESS OF WHETHER OR NOT SUCH LOSS OR DAMAGE WAS CAUSED BY OR CONTRIBUTED TO BY ALARM COMPANY’S NEGLIGENT PERFORMANCE, FAILURE TO PERFORM ANY OBLIGATION OR STRICT PRODUCTS LIABILITY.
8. LIMITATION OF LIABILITY: SUBSCRIBER AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF ALARM COMPANY AS A RESULT OF ALARM COMPANY’S NEGLIGENT PERFORMANCE TO ANY DEGREE OF FAILURE OR PERFORM ANY OF ALARM COMPANY’S OBLIGATIONS OR ALARM EQUIPMENT FAILURE, OR STRICT PRODUCTS LIABILITY, THAT ALARM COMPANY’S LIABILITY SHALL BE LIMITED TO THE SUM OF TWO HUNDRED AND FIFTY DOLLARS ($250.00) OR FIVE PERCENT (5%) OF THE SALES PRICE, WHICHEVER IS GREATER. IF SUBSCRIBER WISHES TO INCREASE ALARM COMPANY’S AMOUNT OF LIMITATION OF LIABILITY, SUBSCRIBER MAY, AS A MATTER OF RIGHT, AT ANY TIME, BY ENTERING INTO A SUPPLEMENTAL AGREEMENT, OBTAIN A HIGHER LIMIT BY PAYING AN ANNUAL PAYMENT CONSONANT WITH ALARM COMPANY’S INCREASED LIABILITY. THIS SHALL NOT BE CONSTRUED AS INSURANCE COVERAGE.
9. LEGAL ACTION: IF ALARM COMPANY PREVAILS IN ANY LITIGATION OR ARBITRATION BETWEEN THE PARTIES, SUBSCRIBER SHALL PAY ALARM COMPANY’S LEGAL FEES. IN ANY ACTION COMMENCED BY ALARM COMPANY AGAINST SUBSCRIBER, SUBSCRIBER SHALL NOT BE PERMITTED TO INTERPOSE ANY COUNTERCLAIM. ANY DISPUTE BETWEEN THE PARTIES OR ARISING OUT OF THIS AGREEMENT, INCLUDING ISSUES OF ARBITRABILITY, SHALL, AT THE OPTION OF ANY PARTY, BE DETERMINED BY ARBITRATION ADMINISTERED BY ARBITRATION SERVICES INC., UNDER ITS COMMERCIAL ARBITRATION RULES. SERVICE OF PROCESS OR PAPERS IN ANY LEGAL PROCEEDING OR ARBITRATION BETWEEN THE PARTIES MAY BE MADE BY FIRST-CLASS MAIL DELIVERED BY THE U.S. POSTAL SERVICE ADDRESSED TO THE PARTY’S ADDRESS IN THIS AGREEMENT OR ANOTHER ADDRESS PROVIDED BY THE PARTY IN WRITING TO THE PARTY MAKING SERVICE. SUBSCRIBER SUBMITS TO THE JURISDICTION AND LAWS OF LOUISIANA AND AGREES THAT ANY LITIGATION OR ARBITRATION BETWEEN THE PARTIES MUST BE COMMENCED AND MAINTAINED IN THE PARISH WHERE ALARM COMPANY’S PRINCIPAL PLACE OF BUSINESS IS LOCATED. THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN THEM. ANY ACTION BY SUBSCRIBER AGAINST ALARM COMPANY MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE ACCRUAL OF THE CAUSE OF ACTION OR SHALL BE BARRED. ALL ACTIONS OR PROCEEDINGS AGAINST ALARM COMPANY MUST BE BASED ON THE PROVISIONS OF THIS AGREEMENT. ANY OTHER ACTION THAT SUBSCRIBER MAY HAVE OR BRING AGAINST ALARM COMPANY IN RESPECT TO OTHER SERVICES RENDERED IN CONNECTION WITH THIS AGREEMENT SHALL BE DEEMED TO HAVE MERGED IN AND BE RESTRICTED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
10. FULL AGREEMENT: This Agreement constitutes the entire Agreement between Alarm Company and Subscriber with respect to its subject matter. In executing this Agreement, the parties agree that any representation, promise, inducement, or warranty, whether express or implied, not included in writing in this Agreement shall be of no force or effect. This Agreement may not be modified except by an instrument in writing executed by the parties hereto. The subject matter of this Agreement extends only to Subscribers who have been identified to this Agreement and there may be another or other Subscriber monitoring Agreements between Alarm Company and Subscriber with respect to other Subscribers whose terms differ from the terms hereof.
11. SEVERABILITY: In the event one (1) or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, void, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the remaining provisions hereof, and this Agreement shall remain unaffected and shall be construed as if such invalid, void, illegal, or unenforceable provision never had been contained herein. Agreement and any document made a part of this Agreement contains the entire agreement between the parties respecting the transactions described in such documents and supersedes all prior or current negotiations, commitments, Agreements (express or implied) warranties (express or implied) statements and representations, whether written or oral, pertaining to such transactions, all of which shall be deemed merged into this Agreement. NEITHER PARTY HAS MADE ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, “INDUCEMENT”) NOT EXPRESSED IN THIS AGREEMENT RESPECTING THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT AND ANY DOCUMENT MADE A PART OF THIS AGREEMENT AND, IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY IS RELYING ON ANY INDUCEMENT WHICH IS NOT SET FORTH IN THIS AGREEMENT.
12. NOTICES: Unless otherwise expressly provided herein, (i) all notices required to be given to Alarm Company shall be deemed to have been duly given if in writing and mailed by regular mail, postage prepaid, or overnight delivery, by a reputable, national overnight delivery service to Alarm Company’s current principal place of business and (ii) all notices required to be given to Subscriber shall be deemed to have been duly given if in writing and sent to the e-mail address of Subscriber or to their place of residence. Subscriber is responsible to provide Alarm Company with any changes to Subscriber’s e-mail address pursuant to the foregoing sentence.