GENERAL PROVISIONS
12. FIRE ALARMS: Unless the schedule of protection provides for a fire alarm system to code, AVS Solutions, LLC makes no representation that the fire alarm equipment meets NFPA 72 or local code requirements or constitutes a fire alarm system as that term is defined by the Authority Having Jurisdiction [AHJ] of fire alarm systems in Subscriber’s premises. If a fire alarm system to code is specified in the schedule of installation then AVS Solutions, LLC will install fire alarm equipment pursuant to plans and specifications of architect or professional engineer engaged by Subscriber, filed and approved by the AHJ over fire alarm systems. Subscriber agrees that any equipment required by the AHJ not specified in the schedule of installation shall be an extra to this Agreement to be paid for by Subscriber at time said additional equipment is requested.
13. DELAY IN INSTALLATION: AVS Solutions, LLC shall not be liable for any damage or loss sustained by Subscriber as a result of delay in installation of equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, governmental actions or inactions, or other causes, including AVS Solutions, LLC’s negligence in the performance of this Agreement. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence.
14. TESTING AND SERVICE OF COMMUNICATION SOFTWARE: Communication software, once installed, is in the exclusive possession and control of the Subscriber, and it is Subscriber's sole responsibility to test the operation of the communication software and to notify AVS Solutions, LLC if it is in need of repair. AVS Solutions, LLC shall not be required to service the communication software unless it has received notice from Subscriber, and upon such notice, AVS Solutions, LLC shall service the communication software to the best of its ability within 36 hours, exclusive of Saturday, Sunday and legal holidays, during the business hours of 9 a.m. and 5 p.m. Any repair or other services provided by AVS Solutions, LLC to Subscriber's alarm or security equipment shall be at AVS Solutions, LLC option on a per call request by Subscriber, and Subscriber shall pay for such labor and material at the time such repair or other service is performed. All such repair or other service shall be governed by the terms of this Agreement. In the event Subscriber complies with the terms of this Agreement and AVS Solutions, LLC fails to repair the communication software, Subscriber agrees to send notice in writing to AVS by certified or registered mail, return receipt requested and Subscriber shall not be responsible for payments due while the communication software remains inoperable. In any lawsuit between the parties in which the condition or operation of the communication software is in issue, the Subscriber shall be precluded from raising the issue that the communication software was not operating unless Subscriber can produce a post office certified or registered receipt, signed by AVS Solutions, LLC, evidencing that service was requested by Subscriber. Only communication software is covered by service. It shall be Subscriber's sole responsibility to maintain the communication hardware and subscriber’s alarm equipment and system in working order.
15. ALTERATION OF PREMISES FOR INSTALLATION: AVS Solutions, LLC is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in AVS Solutions, LLC’s sole discretion for the installation and service of the security system, and AVS Solutions, LLC shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the security system, and Subscriber represents that the owner of the premises, if other than Subscriber, authorizes the installation of the security system under the terms of this Agreement.
16. SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subscriber agrees to furnish, at Subscriber's expense, all 110 Volt AC power and electrical outlets and receptacles, internet connection, high speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Block or equivalent, as deemed necessary by AVS Solutions, LLC.
17. LIEN LAW: AVS Solutions, LLC, or any subcontractor engaged by AVS Solutions, LLC, to perform the work or furnish material who is not paid may have a claim against Subscriber or the owner of the premises if other than the Subscriber which may be enforced against the property in accordance with the applicable lien laws.
18. INDEMNITY/WAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS: Subscriber agrees to indemnify and hold harmless AVS Solutions, LLC, its contractors, 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 AVS Solutions, LLC’s or its contractor’s performance, negligence or failure to perform any obligation under this Agreement. Parties agree that there are no third party beneficiaries of this Agreement. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber's insurance carrier may otherwise have against AVS Solutions, LLC or AVS Solutions, LLC’s contractors, subcontractors arising out of this Agreement or the relation of the parties hereto. Subscriber shall not be permitted to assign this Agreement without written consent of AVS Solutions, LLC. AVS Solutions, LLC shall have the right to assign this Agreement and shall be relieved of any obligations herein upon such assignment.
19. EXCULPATORY CLAUSE: AVS Solutions, LLC and Subscriber agree that AVS Solutions, LLC is not an insurer and no insurance coverage is offered herein. The security equipment is designed to reduce certain risks of loss, though AVS Solutions, LLC does not guarantee that no loss will occur. AVS Solutions, LLC 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 AVS Solutions, LLC negligent performance, failure to perform any obligation or strict products liability. Subscriber releases AVS Solutions, LLC from any claims for contribution, indemnity or subrogation, or any other claims whatsoever.
20. INSURANCE: The Subscriber shall maintain a policy of public liability, property damage, burglary and theft insurance, under which the Subscriber is named as insured, and under which the insurer agrees to indemnify and hold AVS Solutions, LLC harmless from and against all costs, expenses including attorneys' fees and liability arising out of or based upon any and all claims, injuries and damages arising under this Agreement, including, but not limited to, those claims, injuries and damages contributed to by AVS Solutions, LLC or its failure to perform any obligation under this Agreement. The minimum limits of liability of such insurance shall be one million dollars for any injury or death, and property damage, burglary and theft coverage in an amount necessary to indemnify AVS, and Subscriber for property on its premises. AVS Solutions, LLC shall not be responsible for any portion of any loss or damage which is recovered or recoverable by the Subscriber from insurance covering such loss or damage or for such loss or damage against which the Subscriber is indemnified or insured.
21. LIMITATION OF LIABILITY: Notwithstanding anything contained in this Agreement, Subscriber agrees that should there arise any liability on the part of AVS Solutions, LLC as a result of AVS Solutions, LLC’s negligent performance to any degree of failure or perform any of AVS Solutions, LLC’s obligations, or equipment failure, or strict products liability, that AVS Solutions, LLC liability shall be limited to the sum of $250.00 or 5% of the sales price, whichever is greater. If Subscriber wishes to increase AVS Solutions, LLC’s amount of limitation of liability, Subscriber may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual payment consonant with AVS Solutions, LLC’s increased liability. This shall not be construed as insurance coverage.
22. LEGAL ACTION: In the event AVS Solutions, LLC’s refers this Agreement to an attorney, to recover any amounts owed by Subscriber to AVS Solutions, LLC hereunder, the parties agree that the amount to be recovered, and any judgment to be entered, shall include interest at the rate of 1 1/2% per month from the date payment is due and Subscriber shall pay AVS Solutions, LLC’s legal fees and expenses. In any action commenced by AVS Solutions, LLC against Subscriber, Subscriber shall not be permitted to interpose any counterclaim. This Agreement shall be governed by the laws of the State of Alabama. The parties agree that the courts of the State of Alabama shall have exclusive jurisdiction over the parties hereto regarding any dispute between them and AVS Solutions, LLC and Subscriber submits to the jurisdiction of the State of Alabama. Subscriber submits to the jurisdiction of Alabama and agrees that any litigation between the parties must be commenced and maintained exclusively in the State and in the County where AVS Solutions, LLC's principal place of business is located. The parties waive trial by jury in any action between them. Any action by Subscriber against AVS Solutions, LLC must be commenced within one year of the accrual of the cause of action or shall be barred. All actions or proceedings against AVS Solutions, LLC must be based on the provisions of this Agreement. Any other action that Subscriber may have or bring against AVS Solutions, LLC 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.
23. AVS Solutions, LLC. RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that AVS Solutions, LLC is authorized and permitted to contract or subcontract any services to be provided by AVS Solutions, LLC to third parties who may be independent of AVS Solutions, LLC, and that AVS Solutions, LLC shall not be liable for any loss or damage sustained by Subscriber by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties, except that AVS Solutions, LLC shall not obligate Subscriber to make any payments to such third parties. Subscriber appoints AVS Solutions, LLC to act as Subscriber’s agent with respect to such third parties, except that AVS Solutions, LLC shall not obligate Subscriber to make any payments to such third parties.
Subscriber acknowledges that this Agreement, and particularly those paragraphs relating to AVS Solutions, LLC's disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and third party indemnification, inure to the benefit of and are applicable to any contractors, assignee, subcontractors and communication centers of AVS Solutions, LLC.
24. FALSE ALARMS/PERMIT FEES: Subscriber is responsible for all alarm permits and fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse AVS Solutions, LLC for any fines relating to permits or false alarms. AVS Solutions, LLC shall have no liability for permit fees, false alarms, false alarm fines, police or fire response, any damage to personal or real property or personal injury caused by police or fire department response to alarm, whether false alarm or otherwise, or the refusal of the police or fire department to respond. In the event of termination of police or fire response by the municipal police or fire department this Agreement shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein. Should AVS Solutions, LLC be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this Agreement Subscriber agrees to pay AVS Solutions, LLC for such service or material.
25. SECURITY INTEREST/COLLATERAL: To secure Subscriber’s obligations under this Agreement Subscriber grants AVS Solutions, LLC a security interest in the security and any other equipment installed by AVS Solutions, LLC and AVS Solutions, LLC is authorized to file a financing statement to secure same.
26. FULL AGREEMENT/SEVERABILITY/ CONFLICTING DOCUMENTS. This Agreement constitutes the full understanding of the parties and may not be amended or modified or canceled except in writing signed by both parties, except AVS Solutions, LLC’s requirements regarding items of protection provided for in this Agreement imposed by Authority Having Jurisdiction. Should there arise any conflict between this Agreement and Subscriber's purchase order or other document, this Agreement will govern, whether such purchase order or document is prior to or subsequent to this Agreement. Should any provision of this Agreement be deemed void, all other provisions will remain in effect.
27. TERMINATION: This shall become effective on the date of its execution and shall remain in force in accordance with clause 5 above (Term of Agreement: Renewal), provided that, in addition to the other provisions of this Agreement, AVS Solutions, LLC shall have the right to terminate this Agreement, for any reason, by giving the Subscriber 30 days advance notice of termination.
The termination of this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing prior to termination.