The terms of sale set forth in this SENTINEL TERMS OF SALE (the Terms of Sale) apply to all equipment purchased (the Equipment) by you on your or your family member's behalf from Sentinel Services, LLC, an Ohio limited liability company (Sentinel), and any services under any service plan subscribed to by you as indicated on the submitted purchase order to Sentinel (the Services).
1. Parties; Scope of Agreement.
1.1. The user (User) and person responsible for payment (Responsible Party) named in the purchase order (collectively, the Subscriber, you, your) hereby agree with Sentinel to receive the Equipment and the Services as provided under these Terms of Sale, the applicable purchase order, the Terms and Conditions (available at www.SentinelServices.tech), and any other exhibits, schedules, forms, or attachments to these Terms of Sale (collectively, this Agreement). This Agreement contains the entire understanding between you and Sentinel and replaces and supersedes any other documents or discussions, whether written or oral, that Sentinel previously had with you with respect to this subject matter. You acknowledge and agree that Sentinel may modify its Terms and Conditions at any time.
1.2. This Agreement takes effect upon your online acknowledgment or agreement or the installation of Equipment. You authorize Sentinel to convert this Agreement to an electronic format and to destroy all original written documents. Electronic signatures and copies are authoritative and binding on the parties. If any provision of this Agreement is found to be invalid, all other provisions remain effective.
1.3. The obligations of the User and Responsible Party are joint and several, which means that both are equally responsible for the obligations under this Agreement. This Agreement is binding on you, and your heirs, executors, and administrators. By accepting this Agreement, Subscriber, including any User and Responsible Party, each represents that each is an agent of each other, and (i) Subscriber represents and warrants to Sentinel that Subscriber has the full power and authority to bind any Responsible Party and User to this Agreement; and (ii) each Responsible Party represents and warrants to Sentinel that Responsible Party has the full power and authority to bind Subscriber and any User to this Agreement. To the fullest extent permitted by law, you waive any and all suretyship defenses which you might otherwise have with regard to obligations to pay for the Equipment and Services.
2. Provided Equipment and Services.
Exhibit A provides a description of the Equipment and the potential Services provided under this Agreement. The applicable Purchase Order states the actual Services that Sentinel will provide to you under this Agreement. Sentinel shall provide all Equipment and Services in accordance with industry standards and this Agreement.
3. Fees; Sentinel's Rights.
3.1. You agree to pay the fees associated with this Agreement along with any applicable sales tax or for any additional services later agreed to by the parties under the purchase order (the Fees). The initial payment shall be for a period of no less than three (3) months. The initial payment is due upon installation or online transaction completion and is in accordance with the payment plan selected by you in the purchase order. After the initial payment, all Fees are payable in advance for Services commencing on the first (1st) day of the month, and continuing monthly thereafter all payments will be due on the first (1st) of the month. You agree that Sentinel may charge all Fees to acceptable valid bank credit/debit card information, limited to bank cards with a Visa, MasterCard, or Discover logo, and agree to keep same on file with Sentinel. You agree to render payment in full of all Fees to Sentinel on the applicable due date without making any deductions, adjustments, setoffs, or conditions to such payment obligation, including any demand for proof of delivery. Fees are subject to change upon thirty (30) days prior written notice to you. Balances over thirty (30) days past due will be subject to a late payment charge of one and one-half percent (1.5%) on each missed monthly payment or the maximum amount permissible under the law of the state in which you reside, whichever is less.
3.2. Upon non-payment of Fees on or after fourteen (14) days after the due date for such Fees, Sentinel may: (i) immediately suspend Sentinel's performance of the Services under any subscription plan or terminate this Agreement; (ii) terminate and/or declare Subscriber ineligible for any incentives, rebates, fees, or other discount arrangements; (iii) declare immediately due and payable all other amounts invoiced by Sentinel to you regardless of when such payments would otherwise be due from you; and/or (iv) increase the prices for the Equipment or Services.
3.3. If Sentinel institutes legal proceedings to collect due but unpaid payments under this Agreement, then you agree to pay for a full month of service for any month in which the Subscriber has Service and Sentinel's reasonable attorney's fees for such collection action, except where prohibited by law.
4. Term and Termination.
4.1. The original term of this Agreement is the service plan selected by you in the purchase order and will renew for the same consecutive billing cycle thereafter unless terminated as set forth below.
4.2. Either party may terminate this Agreement by sending the other party thirty (30) days prior written notice or by you returning the Equipment to Sentinel. Sentinel may terminate this Agreement at any time for non-payment of fees or abuse of the Service.
4.3. Upon the termination or expiration of this Agreement, you shall not be entitled to any refund of any payment already made for the Services and shall not be entitled to any pro rata refund of same due to any Services no longer being provided by Sentinel after the termination date.
5. Shipment; Acceptance of Order and Equipment.
5.1. Shipment, Packaging. Equipment shall ship via ground delivery from Sentinel's location to the destination specified by you in the purchase order. You agree to bear all shipping and handling charges for standard or additional ground deliveries as indicated on the respective invoice, including any cost and expense for any "rush," special packaging, or delivery other than Sentinel's standard delivery terms. Sentinel may affix and apply bar code labels and/or stickers to each unit of Equipment.
5.2. Title and Risk of Loss. Title and risk of loss for all Equipment shall pass to you upon Sentinel's delivery of the Equipment to a common carrier selected by Sentinel. Except as otherwise expressly provided in this Agreement, in no event shall Sentinel be responsible for any delay, loss, or damage of any kind that occurs while the Equipment is in the care, custody, or control of the common carrier, Subscriber, or other third party. All claims against any third party shall be brought solely against that third party, and Sentinel will reasonably cooperate with Subscriber, at Subscriber's cost, in the prosecution of any such claims. Any order shall be deemed accepted upon receipt, except for any discrepancies or refunds permitted under this Section 5.
5.3. Discrepancies. All requests for proof of delivery for reasons other than shipment, price, or payment disputes must be made within sixty (60) days of the date of the purchase order. Sentinel will have no obligations to resolve, and you will hold Sentinel harmless from and against, any claim not made within the above-described sixty (60) day period.
5.4. Returns. You may return the Equipment to Sentinel for a full refund of the purchase price within thirty (30) days of receipt of the Equipment. You shall be responsible for all shipping, handling, packaging, and freight fees, and shall be further subject to a five percent (5%) restocking fee. You shall reimburse Sentinel for any damage to the Equipment at cost.
6. Equipment Use and Maintenance Requirements.
The Subscriber must: (i) provide and be responsible for suitable electrical and telephone service for installation and operation of the Equipment; (ii) select and give accurate information as to all Responders; (iii) not alter or attempt repairs to the Equipment; (iv) not remove or move the Equipment without Sentinel's prior written authorization; (v) allow access for Sentinel representatives to inspect the Equipment for maintenance or removing the Equipment after termination; (vi) not cause repeated or frequent inadvertent or any willful false alarms; (vii) provide Responders with access to Subscriber's (or Subscriber's family member's) home; (viii) promptly inform Sentinel of any changes to the information provided in this Agreement; such changes being the sole responsibility of Subscriber to become effective at the time of delivery to Sentinel; (ix) test the Equipment at least once a month and otherwise follow recommended procedures established by Sentinel; and (x) pay any fine resulting from a false alarm. Subscriber acknowledges that for the Equipment to function properly, Subscriber must charge and wear the Equipment in accordance with this Agreement. Subscriber shall maintain the Equipment in accordance with this Section 6 and any user manual or specifications provided under this Agreement or with the Equipment. Subscriber's failure to maintain the Equipment in accordance with this Section 6 shall, without further notice from Sentinel, void any applicable limited warranty under this Agreement.
7. Services Disclaimers.
7.1. Interruption of Service. You acknowledge that the Equipment sends its signals using electrical, cellular, and telephone company lines which are wholly beyond the control of Sentinel and in the event telephone service is out of order or disconnected the Equipment will not operate. Sentinel does not assume any liability for interruption of the Service due to any Force Majeure Event (defined in Section 12.3 below) or any other cause beyond Sentinel's control including, without limitation, your activities or misuse of or failure to maintain the Equipment. SENTINEL IS NOT REQUIRED TO SUPPLY THE SERVICE DURING THE CONTINUATION OF ANY INTERRUPTION OF SERVICE DUE TO ANY SUCH CAUSE. You further acknowledge that using telephone service provided via the Internet, broadband, VoIP, or any other non-traditional telephone service presents additional risks for non-transmission of signals from the Equipment, and in such cases the Equipment may not operate as intended. You further acknowledge that the Equipment's fall detection is not one hundred percent (100%) accurate.
7.2. False Alarms or Abuse of Service. You agree to reimburse Sentinel or Response Center for any fee assessed against Sentinel or Response Center because of false alarms originating from your premises which Sentinel or Response Center consider to be excessive.
7.3. Forced Entry. Subscriber agrees that if ANY ALARM SIGNAL is received by Response Center and a Responder is sent to Subscriber's home and Subscriber cannot let Responder into the home and Responders does not have a key THE SUBSCRIBER AUTHORIZES RESPONDER TO BREAK INTO THE SUBSCRIBER'S HOME. SUBSCRIBER UNDERSTANDS THAT THIS MAY CAUSE DAMAGE TO THE HOME. SUBSCRIBER WAIVES ANY CLAIM AGAINST SENTINEL OR RESPONSE CENTER OR ANY RESPONDER, WHICH MAY ARISE AS A RESULT OF FORCED ENTRY INTO THE HOME.
8. Consent to Distribution of Information.
Subscriber acknowledges and agrees that Sentinel, Response Center (defined in Exhibit A), Responders (defined in Exhibit A), and any other party named in this Agreement all may receive the information contained in this Agreement or otherwise provided by Subscriber to Sentinel or concerning the Service, including private and/or medical information for the purpose of providing the Service. Subscriber further agrees that in the event that a Responder or other assistance is sent to Subscriber's home (an Incident), Response Center may notify any or all of the parties listed in this Section, and/or as indicated on the purchase order. Subscriber releases Sentinel and Response Center from all liability which may arise out of Sentinel or Response Center's disclosure of information in this Agreement or about any Incident to the parties listed in this Section and/or as indicated on the purchase order. Subscriber acknowledges that all communications between Subscriber and Response Center may be recorded and Subscriber consents to such recording. By signing this Agreement, Subscriber acknowledges that Subscriber has reviewed Sentinel's Privacy Policies and has also received a Notice of Privacy Practices as required under the Standards for Privacy of Individually Identifiable Health Information; final Rule (45 CFR Parts 160 and 164). Subscriber consents to the use and disclosure of protected health and other information about them provided both on the Agreement and created in the course of providing the Service as follows: Treatment: Sentinel and Response Center use and disclose protected health information to provide, coordinate, and manage Personal Emergency Response Services (PERS services). Sentinel and Response Center use and disclose this information to third party health care providers and to other entities who need this information to ensure the provision of your PERS services.
9. Indemnification.
Subscriber agrees to indemnify and hold harmless Sentinel, and its employees and agents, from and against all and any claims, lawsuits, and losses alleged to be caused by Sentinel's performance, negligent performance, or failure to perform its obligations under this Agreement including by third parties. If anyone other than Subscriber asks Sentinel to pay for any harm or damages, including property damage, personal injury, or death, connected with or resulting from: (i) Sentinel's breach of this Agreement or a failure of Equipment or Service; (ii) Sentinel's negligence; (iii) any other improper or careless activity of Sentinel in providing Equipment or Service; or (iv) a claim for indemnification or contribution; then Subscriber agrees and will pay to Sentinel (a) any amount which a court or other tribunal orders Sentinel to pay or which Sentinel reasonably agrees to pay, and (b) the amount of Sentinel's reasonable attorneys' fees and any other losses or costs that Sentinel may pay in connection with such third-party claim or dispute. Unless prohibited by Subscriber's property insurance policy or other insurance, Subscriber agrees to release Sentinel from any claims of any parties suing through Subscriber's authority or in Subscriber's name, including Subscriber's insurance carriers, and Subscriber agrees to defend Sentinel against any such claim. Subscriber will notify Subscriber's insurance carrier(s) of this release. You, on your behalf and any insurance carrier, waive any right of subrogation that your insurance carrier may otherwise have against Sentinel or Sentinel's employees, agents, or subcontractors arising out of this Agreement or the relation of the parties.
Subscriber has read and understands all of this Agreement, and Sentinel's maximum liability in the event of any loss, damage, or injury to or death of, Subscriber.
10. LIMITED WARRANTY.
10.1. Limited Warranty of Equipment. Sentinel warrants to Subscriber for a period of twenty four (24) months following delivery only that: (i) the Equipment shall conform to the description and specifications provided by Sentinel in this Agreement, subject to industry standard tolerances and variations; and (ii) Sentinel has good title to the Equipment free and clear of liens, security interests, or encumbrances by any party claiming by, through or under Sentinel. Sentinel's liability under this limited warranty shall be limited, at Sentinel's option, to repair or replacement of non-conforming Equipment or refund of the purchase price. If Sentinel opts to replace the non-conforming Equipment, then Subscriber shall return the defective or non-conforming Equipment to Sentinel within thirty (30) days. If Subscriber fails to return the defective or non-conforming Equipment, then Subscriber shall be charged the full cost of the replacement Equipment. The foregoing sets forth Sentinel's entire obligation and liability to Subscriber in respect of the Equipment, and Subscriber accepts the same as its entire right and sole remedy in relation to any breach by Sentinel of this Agreement relating to the Equipment.
10.2. Limited Warranty of Services. Sentinel warrants to Subscriber that, while Sentinel is providing any Services to Subscriber: (i) the Services will conform to the description and specifications provided by Sentinel in this Agreement, subject to standard industry practices; and (ii) Sentinel will perform the Services in a professional and workmanlike manner consistent with industry standards and applicable law. Subscriber's claims relating to the limited warranty relating to the Services provided in this Section 10.2 shall expire in total twelve (12) months after cessation, expiration, or termination of the Services, for whatever reason. Sentinel's liability shall be limited, at Sentinel's option, to re-perform the Services at Sentinel's cost, or refund the price paid by Subscriber pro rata by day for the period, measured by days, that the Services do not meet the requirements of this limited warranty.
10.3. LIMITATION OF LIABILITY.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, SENTINEL MAKES NO GUARANTEES OR WARRANTIES OF ANY KIND RELATING TO THE SERVICE AND EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE SERVICE AND THE EQUIPMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, THERE SHOULD ARISE ANY LIABILITY TO SENTINEL, SENTINEL'S MAXIMUM LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES RECEIVED BY SENTINEL FROM SUBSCRIBER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTH PERIOD. SINCE IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE DUE TO A FAILURE OF THE SERVICE, THIS SUM SHALL BE COMPLETE AND EXCLUSIVE AND SHALL BE PAID AND RECEIVED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. IN NO EVENT SHALL SENTINEL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM ANY UNAVAILABILITY OF OR DEFECT IN THE EQUIPMENT OR SERVICES OR MIS-SHIPMENT OF EQUIPMENT, AND WHETHER OR NOT SENTINEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR THE PROVISION OF THE EQUIPMENT OR SERVICES. IN NO EVENT SHALL SENTINEL HAVE ANY LIABILITY FOR LOSS OR DAMAGE TO OR MISUSE BY SUBSCRIBER OF THE EQUIPMENT AND/OR SERVICES. THIS PROVISION WILL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
10.4. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SENTINEL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR USE OR PURPOSE. NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF SENTINEL HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING THE EQUIPMENT AND/OR THE SERVICES THAT IS NOT SET FORTH IN THIS AGREEMENT.
11. Intellectual Property.
Subscriber acknowledges and agrees that Sentinel retains all right, title, and interest in and to the underlying intellectual property rights, trade secrets, patent rights, trademark rights, and all other similar intellectual property rights of the Equipment and Services (collectively, the Sentinel IP). Nothing in this Agreement shall be deemed or construed to give Subscriber any right, title, or interest in or to any of the Sentinel IP. You shall not use any Sentinel IP without Sentinel's express written permission; provided, you shall be permitted to make truthful reviews on online forums or other similar sites. You agree not to sell or resell the Equipment.
12. General Provisions.
12.1. Assignment. You shall not assign this Agreement without Sentinel's prior written consent, and any such assignment without prior approval shall be a breach of this Agreement. Sentinel may assign this Agreement and shall be relieved of any obligations created in this Agreement upon such assignment.
12.2. Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when (i) delivered if delivered personally or by nationally recognized overnight courier service (costs prepaid), or (ii) received or rejected by the addressee, if sent by United States of America certified or registered mail, return receipt requested, to the address indicated on the purchase order (if to the Subscriber) or to 25 Merchant St., Suite 200, Cincinnati, OH 45246 (if to Sentinel).
12.3. Force Majeure. Except for payment obligations, no party will be liable to the other party for any failure or delay caused by a Force Majeure Event, and such failure or delay will not constitute a material breach of this Agreement. Force Majeure Event means any cause beyond the reasonable control of a party, whether or not foreseeable, including: (i) natural disasters or acts of God; (ii) acts of war, terrorism, or riots; (iii) compliance with any regulation, law, or order of any civil, military, or other governmental authority, including embargoes; (iv) labor disputes or stoppages; (v) export license applications processing denials or delays; (vi) transportation delays; (vii) national or regional emergencies, including infections disease outbreaks or pandemics; (viii) materials, energy, or machinery unavailability from whatever cause, including tariffs or production facility disruption; (ix) internet or cloud service disruptions; or (x) governmental responses, orders, regulations, or laws in response to any of the foregoing events.
12.4. Time for Bringing Action. All actions arising out of or in any way connected with this Agreement must be commenced within one (1) year upon which the cause of action accrued; provided, that actions for outstanding payment obligations may be brought within the normal statute of limitations.
12.5. Governing Law. This Agreement will be governed by and construed in accordance with laws of the State of Ohio; provided, that terms unique to federal government contracting shall be construed and interpreted according to the federal law of government contracts as enunciated and applied by federal statutes, regulations, and judicial bodies.
12.6. Dispute Resolution. Except for actions arising from Subscriber's failure to make payments under this Agreement, you and Sentinel agree to resolve through binding arbitration all suits, causes of action, controversies, claims, or disputes (collectively referred to as Claims) that arise under this Agreement. Arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $1,000,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be Dayton, Ohio. Any award under this Section shall be subject to the limitations of Sentinel's liability set forth in this Agreement, and the arbitrator(s) shall not award consequential, special, exemplary, punitive, or incidental damages in any arbitration initiated under this Section. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON ANY BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER PERSONS OR ENTITIES DOING BUSINESS WITH SENTINEL, OR OTHER PERSONS OR ENTITIES SIMILARLY SITUATED. FURTHERMORE, CLAIMS BROUGHT BY OR AGAINST SENTINEL MAY NOT BE JOINED OR CONSOLIDATED IN THE ARBITRATION WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER SENTINEL SUBSCRIBER, UNLESS OTHERWISE AGREED BY THE PARTIES. The arbitrator shall allocate arbitration fees and costs in accordance with applicable law and the applicable rules of the American Arbitration Association. Each party shall bear its own attorneys' fees and expenses. The arbitrator shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or enforceability of this Agreement. The proceedings conducted under this Agreement shall be held in confidence by the parties. EXCEPT AS OTHERWISE PROHIBITED BY LAW OR AS EXPRESSLY PERMITTED BY THIS SECTION, THE PARTIES ACKNOWLEDGE THAT THEY WAIVE ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL OR BENCH TRIAL AS IT RELATES TO ANY CLAIMS ALLEGED BY THE OTHER PARTY, EXCEPT AS OTHERWISE PROHIBITED BY LAW. THE PARTIES ACKNOWLEDGE THAT THEY WAIVE ANY RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. SUBSCRIBER SHALL HAVE THE RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE BY PROVIDING WRITTEN NOTICE OF ITS INTENTION TO DO SO TO SENTINEL WITHIN SIXTY (60) DAYS OF THE EXECUTION OF THIS AGREEMENT.
12.7. Headings; Interpretation; Construction. This Agreement's headings are for convenience only and are not intended to describe, interpret, define, or limit this Agreement's or its provisions' scope, extent, or intent. Unless the context otherwise requires: (i) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; and (iii) all references to "parties" means the parties to this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting party.