Terms & Conditions
THEFT PREVENTION AND MONITORING SALES AND SUBSCRIPTION AGREEMENT
TERMS AND CONDITIONS
THESE ARE THE TERMS AND CONDITIONS OF SERVICE BETWEEN A CUSTOMER (“CUSTOMER”), WHO HAS SIGNED A SALES AND SUBSCRIPTION AGREEMENT AND PROWATCH SOLUTIONS INC. (“COMPANY”) FOR THE PURPOSE OF PROVIDING THE SERVICE INDICATED IN A SALES AND SUBSCRIPTION AGREEMENT. THE SALES AND SUBSCRIPTION AGREEMENT ALONG WITH THESE TERMS AND CONDITIONS BEING THE “AGREEMENT”.
1. TRANSMISSION OF DATA VIDEO OR VOICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SYSTEM IS A MONITORED REPORTING SOLUTION. IF THE TRANSMISSION MEDIUM FOR DELIVERY OF DATA, VIDEO IMAGES, VOICE OR OTHER AUDIO COMMUNICATIONS FROM THE LOCATION BEING MONITORED TO THE MONITORING FACILITY IS INOPERATIVE, CIRCUMVENTED, INCOMPATIBLE WITH THE SYSTEM, COMPROMISED OR INTERRUPTED BY NATURAL OR HUMAN CAUSES INCLUDING, WITHOUT LIMITATION, INTERNET OR BROADBAND PROBLEMS AND INTERNET OR BROADBAND PROVIDER PROBLEMS, THE CUTTING OF THE TELEPHONE LINE, RADIO TRANSMISSION INTERFERENCE, POWER LINE SURGES OR OUTAGES, THERE IS NO INDICATION OF THIS FACT AT THE MONITORING FACILITY. FURTHER, CUSTOMER UNDERSTANDS THAT (I) A VIDEO SYSTEM ENABLES COMPANY TO VIEW THE PREMISES OF THE AUTOMATED RETAIL LOCATION AND (II) A TWO-WAY VOICE SYSTEM ENABLES COMPANY TO "LISTEN-IN" TO THE PREMISES OF THE RETAIL LOCATION. CUSTOMER RELEASES COMPANY AND REPRESENTATIVES FOR ALL CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES DUE TO COMPANY VIEWING THE AUTOMATED RETAIL PREMISES.
2. VIDEO SYSTEMS. THE SYSTEM TRANSMITS VIDEO IMAGES, CUSTOMER SHALL (i) PROVIDE AND MAINTAIN ADEQUATE POWER AND LIGHTING FOR ALL CAMERAS OR OTHER VIDEO-RELATED EQUIPMENT; (ii) INFORM ALL PERSONS ON THE PREMISES THAT THEY MAY BE MONITORED BY VIDEO; (iii) NOT USE OR PERMIT THE USE OF VIDEO INSTALLED WHERE ANY PERSON MAY HAVE A REASONABLE EXPECTATION OF PRIVACY; (iv) NOT USE THE VIDEO SYSTEM FOR ANY CRIMINAL, ILLEGAL, OR OTHERWISE UNLAWFUL ACTIVITY; AND (v) OBTAIN AND KEEP IN EFFECT ALL PERMITS OR LICENSES REQUIRED FOR THE INSTALLATION AND OPERATION OF THE VIDEO SYSTEM. CUSTOMER UNDERSTANDS AND AGREES THAT (I) A VIDEO SYSTEM ENABLES COMPANY TO RECORD, STORE AND REVIEW IMAGES OF THE AUTOMATED RETAIL LOCATION, AND (II) VIDEO WITH AUDIO CAPABILITY ENABLES COMPANY TO RECORD, STORE AND REVIEW ORAL COMMUNICATIONS FROM THE AUTOMATED RETAIL LOCATION. CUSTOMER HEREBY AGREES, AUTHORIZE AND CONSENT TO COMPANY RECORDING, STORING AND REVIEWING VIDEO IMAGES AND ORAL COMMUNICATIONS TRANSMITTED FROM THE VIDEO SYSTEM AT THE AUTOMATED RETAIL LOCATION.
3. NO WARRANTY ON ANALYSIS AND MONITORING OBSERVATIONS. CUSTOMER AGREES AND ACKNOWLEDGES THAT IT MAY NOT AGREE WITH THE OBSERVATIONS AND ANALYSIS OF VIDEO DATA BY COMPANY AND COMPANY MAKES NO GUARANTEE OR WARRANTY THAT ITS ANALYSIS OF VIDEO OBSERVATIONS WILL ALIGN WITH CUSTOMERS.
4. FEES AND PAYMENT
FEES. CUSTOMER AGREES TO PAY THE FEES, COSTS, EXPENSES AND INTEREST FOR SERVICES AND EQUIPMENT DESCRIBED IN EACH SALES AND SUBSCRIPTION AGREEMENT AND UNDER ANY CREDIT CARD AUTHORIZATION AND ANY ADDENDUM AND FOR ALL NON-REFUNDABLE THIRD-PARTY PRODUCTS PURCHASED BY PROWATCH SOLUTIONS ON CUSTOMER’S BEHALF. CUSTOMER IS RESPONSIBLE FOR SALES TAX AND ANY OTHER TAXES OR GOVERNMENTAL FEES, LATE CHARGES. CREDIT CARD PROCESSING FEES OR INTEREST ASSOCIATED WITH THE SERVICES AND THIRD-PARTY PRODUCTS. IF CUSTOMER QUALIFIES FOR A TAX EXEMPTION, CUSTOMER MUST PROVIDE PROWATCH SOLUTIONS WITH A VALID CERTIFICATE OF EXEMPTION OR OTHER APPROPRIATE PROOF OF EXEMPTION. CUSTOMER IS ALSO RESPONSIBLE FOR ALL FREIGHT, INSURANCE, AND TAXES (INCLUDING BUT NOT LIMITED TO IMPORT OR EXPORT DUTIES, SALES, USE, VALUE ADD, AND EXCISE TAXES). ANY FREE TRIAL PERIOD WILL BE SPECIFICALLY SET OUT IN THE SALES AND SUBSCRIPTION AGREEMENT.
SCHEDULE. FEES ARE DUE AND PAYABLE IN ADVANCE OF THE PROVISION OF THE SERVICES OR DELIVERY OF PRODUCTS (INCLUDING THIRD PARTY PRODUCTS), UNLESS OTHERWISE STATED IN A SALES AND SUBSCRIPTION AGREEMENT. FOR MONTHLY RECURRING FEES, THEY WILL BE INVOICED IN ARREARS AND ALL INVOICES ARE DUE UPON RECEIPT AND BECOME PAST DUE THIRTY (30) DAYS AFTER INVOICE DATE. ALL PAYMENT FOR SERVICES HEREUNDER SHALL BE PAID IN US DOLLARS. CUSTOMER MAY BE BILLED FOR PARTIAL MONTHS.
NONPAYMENT. FEES AND OTHER INVOICED AMOUNTS THAT REMAIN UNPAID FOR MORE THAN THIRTY (30) DAYS AFTER THE DATE ON THE INVOICE WILL BE SUBJECT TO INTEREST ON THE UNPAID AMOUNT(S) UNTIL AND INCLUDING THE DATE PAYMENT IS RECEIVED, AT THE LOWER OF EITHER 1.5% PER MONTH OR THE MAXIMUM ALLOWABLE RATE OF INTEREST PERMITTED BY APPLICABLE LAW. WE RESERVE THE RIGHT, BUT NOT THE OBLIGATION, TO SUSPEND PART OR ALL OF THE SERVICES WITHOUT PRIOR NOTICE TO CUSTOMER IN THE EVENT THAT ANY PORTION OF UNDISPUTED FEES ARE NOT TIMELY RECEIVED BY US, AND MONTHLY OR RECURRING CHARGES SHALL CONTINUE TO ACCRUE DURING ANY PERIOD OF SUSPENSION. NOTICE OF DISPUTES RELATED TO FEES MUST BE RECEIVED BY PROWATCH SOLUTIONS WITHIN SIXTY (60) DAYS AFTER THE APPLICABLE SERVICE IS RENDERED OR THE DATE ON WHICH CUSTOMER PAYS AN INVOICE, WHICHEVER IS LATER; OTHERWISE, CUSTOMER WAIVES CUSTOMER’S RIGHT TO DISPUTE THE FEE THEREAFTER. A RE-CONNECT FEE MAY BE CHARGED TO CUSTOMER IF WE SUSPEND THE SERVICES DUE TO CUSTOMER NONPAYMENT.
CUSTOMER SHALL PROVIDE PROWATCH SOLUTIONS WITH CREDIT INFORMATION AS REQUESTED AND THE PROVISIONS OF ANY PRODUCTS OR SERVICE HEREUNDER IS SUBJECT TO CREDIT APPROVAL.
5. SUSPENSION OF SERVICE. SHOULD THERE BE A TERMINATION OR SUSPENSION OF THE MONITORING SERVICES FOR ANY REASON UNDER CUSTOMER’S CONTRACT WITH COMPANY, OR IF THE SYSTEM EXCESSIVELY SENDS VIDEO IMAGES OR SIGNALS TO COMPANY'S MONITORING FACILITY RESULTING IN EXCESSIVE DATA USAGE FEES BY CUSTOMER TO ANY THIRD PARTY PROVIDER, CUSTOMER UNCONDITIONALLY AND IRREVOCABLY AUTHORIZES COMPANY TO, WITHOUT LIMITATION, CONCURRENTLY OR CONSECUTIVELY, DO ANY ONE OR MORE OF THE FOLLOWING: IGNORE ALL VIDEO IMAGES AND SIGNALS RECEIVED FROM THE SYSTEM, DISCONNECT THE SYSTEM, OR RENDER THE SYSTEM INCAPABLE OF COMMUNICATING WITH THE MONITORING FACILITY BY DELETION OR MODIFICATION OF DATA NECESSARY TO OPERATE THE SYSTEM AND COMPANY'S OBLIGATIONS HEREUNDER ARE WAIVED AUTOMATICALLY WITHOUT NOTICE TO YOU. CUSTOMER AGREES THAT COMPANY'S OBLIGATIONS HEREUNDER ARE WAIVED AUTOMATICALLY WITHOUT NOTICE AND CUSTOMER RELEASES COMPANY FOR ALL LOSS, DAMAGE AND EXPENSE IN THE EVENT THE MONITORING FACILITY, EQUIPMENT OR FACILITIES NECESSARY TO OPERATE THE SYSTEM OR MONITORING FACLITY ARE INTERRUPTED, CIRCUMVENTED, COMPROMISED, DESTROYED, DAMAGED, INOPERABLE OR MALFUNCTION (COLLECTIVELY, AN "INTERRUPTION") FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION, COMPANY'S SOLE, JOINT OR SEVERAL NEGLIGENCE, FOR THE DURATION OF SUCH INTERRUPTION OF SERVICE.
6. BINDING AGREEMENT. THESE TERMS AND CONDITION ARE PART OF THE AGREEMENT AND BINDING UPON COMPANY ONLY (i) WHEN A SALES AND SUBSCRIPTION AGREEMENT IS SIGNED BY AN AUTHORIZED REPRESENTATIVE OF COMPANY, IF (A) THERE ARE ANY ADDITIONS TO THE AGREEMENT, OR (B) ANY OF THE PRINTED TERMS AND CONDITIONS HAVE BEEN ALTERED, DELETED OR SUBSTITUTED BY OTHER WORDING, OR (ii) UPON COMMENCEMENT OF SERVICES. PROVIDED, HOWEVER, IN SUCH EVENT CLAUSE (ii) APPLIES, CUSTOMER AGREES THAT (1) ANY AND ALL MODIFICATIONS TO THIS AGREEMENT BY CUSTOMER IS DEEMED REJECTED BY COMPANY, AND (2) THE ONLY TERMS AND CONDITIONS APPLICABLE TO THE SERVICES PROVIDED TO OR FOR CUSTOMER IS SET FORTH IN THE UNMODIFIED AGREEMENT.
7. TERMINATION. COMPANY MAY SUSPEND MONITORING SERVICES OR TERMINATE THIS AGREEMENT AND ANY SALES AND SUBSCRIPTION AGREEMENT AT ANY TIME WITH OR WITHOUT CAUSE AND WITHOUT NOTICE.
8. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF LOUISIANA.
9. INDEMNIFICATION/LIMITATION OF LIABILITY. IF ANYONE OTHER THAN CUSTOMER, INCLUDING CUSTOMER’S INSURANCE COMPANY, ASKS COMPANY OR REPRESENTATIVES TO PAY FOR ANY LOSS, DAMAGE OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) DUE TO (i) BREACH OF CONTRACT OR WARRANTY, EXPRESS OR IMPLIED, (ii) ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE BY COMPANY OR REPRESENTATIVES, (iii) FAILURE OR MALFUNCTION OF THE SYSTEM OR THE MONITORING FACILITY OR WRONGFUL TERMINATION DUE TO COMPANY’S THEFT PREVENTION SERVICES, (iv) RECORDING OF COMMUNICATIONS OR VIDEO SURVEILLANCE/RECORDING, (v) PRODUCT OR STRICT LIABILITY, OR (vi) A CLAIM FOR SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, CUSTOMER AGREES TO PAY (WITHOUT ANY CONDITION THAT COMPANY OR REPRESENTATIVES FIRST PAY) FOR ALL LOSSES, DAMAGES, COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, WHICH MAY BE ASSERTED AGAINST OR INCURRED BY COMPANY OR REPRESENTATIVES.
COMPANY’S TOTAL LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT OR ANY ADDENDUM HERETO SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT WILL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. COMPANY SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY ADDENDUM FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF COMPANY IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
10. TYPE AND PLACE OF SUIT. CUSTOMER AND COMPANY EACH UNCONDITIONALLY AND IRREVOCABLY AGREE THAT ALL CLAIMS, ACTIONS OR PROCEEDINGS ARISING OUT OF OR FROM, IN CONNECTION WITH, AS A RESULT OF, RELATED TO OR AS A CONSEQUENCE OF THIS AGREEMENT OR THE SERVICES (A "SUIT') SHALL BE LIMITED TO BREACH OF THIS AGREEMENT ONLY (ALL OTHER TYPES OF CLAIMS BEING HEREBY WAIVED AND COMPANY AND REPRESENTATIVES BEING HEREBY RELEASED) BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE DISTRICT OR COUNTY WHERE COMPANY IS LOCATED AND CUSTOMER AND COMPANY EACH UNCONDITIONALLY AND IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THESE COURTS.
11. WAIVER OF TRIAL BY JURY. CUSTOMER AND COMPANY EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUIT BROUGHT BY EITHER PARTY.
12. CONTRACTUAL LIMITATION OF ACTIONS. ALL SUITS AGAINST COMPANY OR REPRESENTATIVES MUST BE COMMENCED IN COURT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, WITHOUT JUDICIAL EXTENSION OF TIME, OR SAID SUIT IS BARRED. THE TIME PERIOD IN THIS PARAGRAPH MUST BE STRICTLY COMPLIED WITH.
13. ASSIGNABILITY OF AGREEMENT. THIS AGREEMENT IS NOT ASSIGNABLE BY CUSTOMER. THIS AGREEMENT OR ANY PORTION THEREOF IS ASSIGNABLE BY COMPANY AND, UPON ASSIGNMENT, COMPANY SHALL HAVE NO FURTHER DUTY OBLIGATION, RESPONSIBILITY OR LIABILITY TO CUSTOMER .
14. OWNERSHIP OF IP. CUSTOMER ACKNOWLEDGES AND AGREES THAT (i) ALL SOFTWARE, HARDWARE, FIRMWARE, CODES, SIGNALS, AUDIO AND VOICE COMMUNICATIONS, VIDEO IMAGES, INFORMATION AND DOCUMENTATION AND WORK PRODUCT ARISING OUT OF OR FROM, IN CONNECTION WITH, RELATED TO, AS A CONSEQUENCE OF OR RESULTING FROM THIS AGREEMENT OR THE SERVICES (COLLECTIVELY, THE “IP PROPERTY”) ARE THE SOLE AND EXCLUSIVE PROPERTY OF COMPANY AND CUSTOMER HAS NO RIGHTS WHATSOEVER IN ANY OF THE IP PROPERTY, AND (ii) COMPANY SHALL HAVE THE RIGHT IN ITS SOLE AND ABSOLUTE DISCRETION TO DESTROY, DELETE, ERASE. ETC. (COLLECTIVELY, “DESTRUCTION”) THE IP PROPERTY AT ANY TIME WITHOUT NOTICE TO CUSTOMER ; PROVIDED, THAT UPON CUSTOMER’S WRITTEN REQUEST TO RETAIN ANY SPECIFIC IP PROPERTY BEING RECEIVED BY COMPANY PRIOR TO THE DESTRUCTION OF THE IP PROPERTY, COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO STORE THE SPECIFIC IP PROPERTY AS REQUESTED BY CUSTOMER ON THE CONDITION PRECEDENT THAT CUSTOMER PAY ALL FEES, COSTS AND EXPENSES RELATED TO CUSTOMER REQUEST.
EXCEPT FOR CUSTOMER USE OF THE LICENSED SAAS (DEFINED AS THE MONITORING SOFTWARE AS A SERVICE COMPANY OWNS THE RIGHTS TO), CUSTOMER IS NOT GRANTED ANY RIGHTS OR LICENSE TO THE SOFTWARE OR SERVICES UNDER THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT THROUGH ITS PAYMENTS TO COMPANY IT IS GRANTED ACCESS TO THE SAAS. CUSTOMER FURTHER ACKNOWLEDGES THAT AT NO TIME SHALL IT BE ENTITLED TO DOWNLOAD, DISTRIBUTE, INSTALL OR OTHERWISE REDISTRIBUTE THE SOFTWARE IN ANY FORM NOT EXPLICITLY COVERED BY THIS AGREEMENT. THE CUSTOMER UNDERSTANDS THAT ACCESS TO THE SAAS ENDS WHEN ONE OF THE FOLLOWING EVENTS TAKES PLACE: 1) CUSTOMER PAYMENTS ARE UNPAID AFTER SIXTY DAYS (60 DAYS) OF THE INVOICE DATE, OR 2) COMPANY CANCELS THE SUBSCRIPTION. COMPANY RESERVES THE RIGHT TO REMOVE ANY CONTENT VIEWS AS HARMFUL OR CONTENT THAT COULD SUBJECT COMPANY OR A CUSTOMER TO A PENALTY.
15. DATA RETENTION. COMPANY SHALL RETAIN DATA AS FOLLOWS:
i. RAW VIDEO (VIDEO UPLOADED FROM CAMERAS TO BE REVIEWED BY ARMS) - 7 DAYS
iI. NOT REVIEWED VIDEO - THIS IS VIDEO ASSOCIATED WITH INVESTIGATIONS THAT HAVE NOT BEEN REVIEWED - 60 DAYS
III. NO THEFT VIDEO - THIS IS VIDEO ASSOCIATED WITH INVESTIGATIONS THAT HAVE BEEN REVIEWED AND DETERMINED THAT THERE WAS NO THEFT INVOLVED - 30 DAYS
IV. THEFT VIDEO - THIS IS VIDEO ASSOCIATED WITH INVESTIGATIONS THAT HAVE BEEN REVIEWED AND DETERMINED THAT THERE WAS THEFT INVOLVED - 180 DAYS (6 MONTHS)
V. INACTIVATED MARKETS – INVESTIGATIONS FOR INACTIVATED MARKETS WILL BE RETAINED BASED ON THE RULES AS OUTLINED FOR VIDEO ABOVE. WHEN A MARKET IS INACTIVATED, A ONE-TIME FEE WILL BE CHARGED.
16. SERVICE INFORMATION OBLIGATION OF CUSTOMER. ONLY CUSTOMER SHALL PROPERLY AND ACCURATELY COMPLETE ENTRY OF SET UP DATA, OR DELIVER TO COMPANY ALL INFORMATION AND ACCOUNT SET UP DATA REQUIRED BY COMPANY TO PERFORM MONITORING SERVICES UNDER THIS AGREEMENT (“INFORMATION”). ALL INFORMATION (AND ALL ADDITIONS, MODIFICATIONS OR CHANGES) SHALL BE (i) CUSTOMER’S SOLE AND ABSOLUTE RESPONSIBILITY, AND (ii) IN WRITING OR ELECTRONICALLY TRANSMITTED TO COMPANY. ALL INFORMATION SHALL NOT BECOME AVAILABLE FOR USE UNTIL TRANSFERRED BY COMPANY TO ITS DATABASE WHICH SHALL OCCUR NOT SOONER THAN THE NEXT BUSINESS DAY AFTER RECEIPT OF THE INFORMATION BY COMPANY. NO ORAL COMMUNICATION SHALL BE BINDING ON COMPANY NOT WITHSTANDING THE FOREGOING, IN THE EVENT COMPANY PROVIDES OR AGREES TO PROVIDE ANY OF THE INFORMATION, CUSTOMER HEREBY RELEASES COMPANY FOR ANY AND ALL ACTS, ERRORS OR OMISSIONS OF COMPANY, INCLUDING COMPANY'S ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE ARISING OUT OF OR FROM OR RELATED TO COMPANY PROVIDING, FAILING TO PROVIDE OR AGREEING TO PROVIDE ANY INFORMATION.
17. INTEGRATED AGREEMENT. THESE TERMS AND CONDITIONS ALONG WITH THE SALES AND SUBSCRIPTION AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND COMPANY. NEITHER PARTIES HAVE AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, “INDUCEMENT”) WHICH IS NOT EXPRESSED HEREIN. CUSTOMER AND COMPANY EACH REPRESENT THAT IT/HE/SHE IS NOT RELYING ON ANY INDUCEMENT IN SIGNING THIS AGREEMENT WHICH IS NOT EXPRESSED IN THE AGREEMENT.
18. VALID AGREEMENT. SHOULD ANY PROVISION HEREOF (OR PORTION THEREOF), OR ITS APPLICATION TO ANY CIRCUMSTANCES, BE HELD ILLEGAL, INVALID OR UNENFORCEABLE TO ANY EXTENT, THE VALIDITY AND ENFORCEABILITY OF THE REMAINDER OF THE PROVISION AND THIS AGREEMENT, OR OF SUCH PROVISIONS AS APPLIED TO ANY OTHER CIRCUMSTANCES, SHALL NOT BE AFFECTED THEREBY, AND SHALL REMAIN IN FULL FORCE AND EFFECT AS VALID, BINDING AND CONTINUING. UPON DETERMINATION THAT ANY PROVISION OR PORTION THEREOF IS INVALID, ILLEGAL OR UNENFORCEABLE, THE COURT OR OTHER DISPUTE RESOLUTION FORUM SHALL MODIFY THE PROVISION OR PORTION THEREOF SO AS TO AFFECT THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE SO THAT SUCH PROVISION OR PORTION THEREOF IS VALID, LEGAL AND ENFORCEABLE.
19. MODIFICATIONS. COMPANY MAY MAKE MODIFICATIONS TO THESE TERMS AND CONDITIONS FROM TIME TO TIME WITH OR WITHOUT NOTICE.
20. RIGHT TO SUBCONTRACT. COMPANY MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, SUBCONTRACT FOR THE PROVISION OF SERVICES UNDER THIS AGREEMENT. CUSTOMER AGREES THAT THE PROVISIONS OF THIS AGREEMENT INURE TO THE BENEFIT OF AND ARE APPLICABLE TO ANY SUBCONTRACTORS ENGAGED BY COMPANY TO PROVIDE ANY MONITORING SERVICE TO CUSTOMER AND BIND CUSTOMER TO SAID SUBCONTRACTOR WITH THE SAME FORCE AND EFFECT AS THEY BIND CUSTOMER TO COMPANY.
21. RIGHT TO NOTICE AND CURE. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY COMPANY, CUSTOMER AGREES TO PROVIDE WRITTEN NOTICE TO COMPANY SPECIFICALLY IDENTIFYING THE NATURE OF THE BREACH AND THE PROVISIONS OF THIS AGREEMENT AFFECTED THEREBY, AND TO PERMIT COMPANY TO CURE THE BREACH WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THE WRITTEN NOTICE OR, IF THE BREACH CANNOT BE REASONABLY CURED WITHIN SAID PERIOD, TO PROMPTLY COMMENCE TO CURE AND DILIGENTLY PROCEED UNTIL CURED. IF COMPANY CURES ANY SAID BREACH AS PROVIDED HEREIN THIS AGREEMENT SHALL CONTINUE UNABATED AND COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE OR EXPENSE ARISING OUT OF OR FROM, RESULTING FROM, RELATED TO, IN CONNECTION WITH OR AS A CONSEQUENCE OF ANY SAID BREACH.
22. INTERNET SERVICES. COMPANY HEREBY GRANTS TO CUSTOMER A NON-EXCLUSIVE, NON-TRANSFERABLE LICENSE TO ACCESS COMPANY'S PORTAL VIA THE INTERNET TO INPUT, DELETE AND MODIFY INFORMATION THROUGH THE INTERNET. EXCEPT FOR CUSTOMER’S (A) FAILURE TO KEEP CONFIDENTIAL ALL INFORMATION, PASSWORDS, ETC., (B) USE OF THE LICENSE OR THE INFORMATION IN ANY MANNER THAT NEGATIVELY AFFECTS COMPANY, (C) USE OF THE LICENSE OR THE INFORMATION FOR ANY ILLEGAL PURPOSE, OR (D) VIOLATION OF ANY APPLICABLE LAW THIS LICENSE SHALL CONTINUE AND BE COEXTENSIVE WITH THE TERM OF THIS AGREEMENT. CUSTOMER SHALL BE SOLELY AND ABSOLUTELY RESPONSIBLE FOR THE INFORMATION WHICH CUSTOMER INPUTS, DELETES OR MODIFIES. CUSTOMER AGREES THAT UPON TERMINATION OF THIS AGREEMENT OR TERMINATION OR SUSPENSION OF THE LICENSE BY COMPANY, COMPANY MAY IMMEDIATELY, AND WITHOUT NOTICE, DISABLE CUSTOMER’S ACCESS TO COMPANY'S PORTAL AND CANCEL ALL PASSWORDS OR OTHER ACCESS CODES.
23. EXECUTION IN COUNTERPARTS BY ELECTRONIC SIGNATURE. ANY SIGNED SALES AND SUBSCRIPTION AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ANY ONE OF WHICH NEED NOT CONTAIN THE SIGNATURE OF MORE THAN ONE PARTY, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT. THE PARTIES AGREE THAT THIS AGREEMENT WHEN ACCEPTED ELECTRONICALLY SHALL BE DEEMED TO BE ORIGINALS FOR ALL PURPOSES AND GIVEN THE SAME LEGAL FORCE AND EFFECT AS THE ORIGINAL AGREEMENT AND ORIGINAL SIGNATURES.