By signing up for our text messaging service, you acknowledge that you have read this agreement,
that you understand its terms and conditions, and that you agree to be bound legally by it. Review the
following agreement carefully. Receiving the text subscription service is contingent upon your
acceptance of this agreement.
This Agreement is by and between You (“End-User”) and IoT Systems, Inc., Inc., a NY Company (“Seller”).
Whereas, when end user signs up for the seller's Text Messaging Service ("Service"), the service will send text notifications to purchaser (“Notifications”).
Whereas, end-user has purchased a product from an authorized dealer of seller and in accordance with this Agreement desires to have such Service installed or activated.
Now therefore, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed to by both End-User and Seller, the Parties agree as follows:
1. Entire Agreement.This Agreement constitutes the entire and only agreement between End-User and Seller and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter hereof.
2. Effective Date. This Agreement is effective as of the date of signing up for the service. The text messaging service set forth herein is a month to month service and may be terminated by either party upon 30 days notice to the other party.
3. Service Cost, Text Messaging Service. The text messaging service is a month to month service at a cost of $4.99 each month. At the beginning of each month, regardless of the date the service was activated, a charge of $4.99 will be automatically charged to the end user until the service is terminated pursuant to this agreement.
4. WiFi Product. The products of seller are WiFi Network and Internet Service Provider Dependent. End-User is responsible for providing the WiFi Network and Internet Service for the product to connect and send data. End user is responsible for maintaining and providing a cell phone number that can accept text messages for the service to work. The Service is not guaranteed, and Seller cannot and does not guarantee or represent that text messages will be received by end user. It is End-User’s responsibility to maintain the accounts associated with the device that the text messages are sent. In the event the product is unable to connect to the end-users WiFi network because it is out of range, the end user is responsible for providing a WiFi repeater so the connection can be made. End user also agrees to provide the WiFi security password for the product to connect. Seller is not liable for any causes of action, losses or damages of any kind whatsoever arising out of mistakes, omissions, interruptions, errors, or defects in the end user's WiFi Network or Internet Service Provider. Further, End-User expressly understands and agrees that Seller has no contractual relationship whatsoever with the underlying internet service provider or its affiliates or contractors and that Seller is not a third-party beneficiary of any agreement between end user and the underlying internet service provider.
5. Limitation of Liability. End-User and Seller agree that Seller is not an insurer and no insurance coverage is offered by Seller. Payments to Seller are solely for Service and Seller makes no representation that Service will reduce any risk of property loss or personal injury or prolong the life of any equipment or other property; or that Product and Service will in all cases provide adequate warning and protection. End-User understands that Service may only reduce the risk of property loss or other loss and Service is not an insurance or a guarantee that there will be no property loss or other loss as a result. CONSEQUENTLY, SELLER SHALL HAVE NO LIABILITY FOR ANY PROPERTY DAMAGE, PERSONAL INJURY OR OTHER LOSS BASED ON A CLAIM THE SERVICE FAILED TO GIVE WARNING. Moreover, End-User expressly absolves and releases Seller from any claim of harm resulting from a cause beyond Seller’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone, cellular network, or other connection problems, computer viruses, unauthorized access to End-User’s account, theft, operator errors, failure to use Product or Service per Seller’s Guidelines, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars or governmental restrictions. MOREOVER, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PRODUCT AND SERVICE, WITH THE DELAY OR INABILITY TO USE THE PRODUCT AND SERVICE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIAL AVAILABLE THROUGH WWW.IOTSYSTEMS.US, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF SELLER FOR ANY REASON WHATSOEVER RELATED TO THIS AGREEMENT OR TO USE OF THE PRODUCT AND SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY END-USER TO SELLER FOR PRODUCT AND SERVICE.
6. Indemnity. End-User agrees to defend, indemnify, and hold harmless Seller and its parent, affiliates, subsidiaries, employees, agents, directors, officers, managers, members, shareholders, successors and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) relating to or arising from any breach by End-User of this Agreement.
7. Right to Refuse. Seller reserves the right to refuse any order End-User may place with Seller, regardless of reason. Seller also reserves the right to limit or prohibit sales to dealers, resellers or distributors.
8. Term and Termination. Seller may terminate this Agreement without prior notice and without liability whatsoever to End-User in the event of the following: a) Seller’s facility is destroyed or damaged so that it is impractical to abide by this Agreement; b) End-User’s account is past-due or End-User does not make payment; or c) End-User breaches this Agreement including but not limited to misuse of Product and Service, d) End users cell phone carrier no longer offers it's free email to text service.
9. Consent to Text Messages. By signing up for the text message service, End-User is expressly acknowledging that the Service End-User purchased sends text messages to the mobile device account that End-User entered when signing up. User expressly consents to receiving such text messages in conjunction with the use of the Product and Service. Further still, End-User expressly consents to Seller’s use of the mobile device number or email account End-User provided in connection with the use of the Service, in order to contact End-User regarding the Service, such as, but not limited to, contacting End-User regarding renewal of Service. End-User understands that Seller may send mobile text messages or emails usinging automated technology.
10. Price of Text Message Service, Automatic Payment, and Non-Payment. The price for the Text Messaging Service is $4.99 per month. The Service permits the seller to send End-User a text message in certain situations. On the first of each month, Seller will automatically bill the credit-card number that End-User provided when signing up for the Text Message Service. This will occur until the service is terminated pursuant to this agreement. If the service is terminated the product will cease to send notifications to End-User. If the automatic bill payment fails or the service is not paid, the end user will have ten (10) days to cure the default after being notified via email or text message. At the end of the ten (10) day period after being duly notified the service will be terminated by seller and the end user will no longer receive notifications and the alarm will not work properly (although the alarm can be converted to operate as high water audible alarm only with a firmware downgrade - see FAQ).
11. Service Concerns or Questions. IN THE EVENT OF AN ISSUE OR PROBLEM WITH THE SERVICE, End-User MUST contact Seller advising seller of the issue.
12. Severability. If any provision of this Agreement is held invalid or unenforceable in whole or in part in any jurisdiction that provision shall be ineffective in that jurisdiction without affecting the validity or enforceability of the remaining provisions of this Agreement.
13. No Waiver.The failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
14. Modification. This Agreement may be modified by Seller without prior notice. Seller will use reasonable efforts to provide End-User with changes to this Agreement via the method specified in Paragraph, NOTICES .
15. Notices. Any notices to Seller pursuant to this Agreement or otherwise can be sent to Seller via the contact information for Seller posted at www.iotsystems.us. Any notices to End-User pursuant to this Agreement or otherwise shall be sent to End-User via End-User’s email address as provided by End-User. End-User must update Seller if his email address changes.
16. Governing Law and Venue. This Agreement shall be governed by and construed according to the laws of the State of New York, without regard to conflict of laws. In the event of a dispute relating to this Agreement that the Parties are unable to resolve through negotiations, the Parties hereby agree to the exclusive jurisdiction of the state and federal courts of the State of New York. Each party irrevocably consents to the jurisdiction of those courts and to service of process.
17. Survival. Any provision of this Agreement that would be expected to survive expiration or termination of this Agreement shall in fact survive such expiration or termination, including but not limited to, limitations of liability, indemnification, disclaimers, governing law and venue.
18. Acceptance. By purchasing a service from IoT Systems, Inc., Inc., End-User acknowledges that End-User has read this agreement, that End-User understands its terms and conditions, and that End-User agrees to be bound legally by it. If End-user does not agree with this Agreement, do not purchase the Service. If End-User chooses not to sign up for the text message service, the alarm product will ONLY sound an audible alert when a high water condition exists (with the proper firmware), and the end user will not receive any notifications.