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User Disclaimer

You agree that:

The company that is associated with you (“Company”) and directly provided you with a Silent Beacon (“Beacon”) and/or a software application (“App”) and, as applicable, a monitoring service (“Monitoring Services”) that enables you to contact your Company in the event of an emergency or receive emergency alerts from your Company in connection with the Enterprise Safety Solutions licensed by your Company from Silent Beacon, LLC (“SBL”). By accessing or using the Beacon, App and, if applicable, Monitoring Services (collectively or individually, the “System”), you hereby agree as follows:

NOT A REPLACEMENT FOR 911

THE SYSTEM IS FOR EMERGENCY COMMUNICATION ONLY AND IS NOT A REPLACEMENT FOR 911. IF YOU ARE IN IMMEDIATE DANGER, ARE SUFFERING A MEDICAL EMERGENCY OR ARE THE VICTIM OF A CRIME, CALL 911 AND/OR THE APPROPRIATE AUTHORITIES AND DO NOT RELY ON THIS SYSTEM. EVEN IF YOUR BEACON AND/OR THE APP SHOWS CONNECTIVITY, WE DO NOT GUARANTEE AND HAVE NO CONTROL OVER WHETHER YOUR PHONE CONNECTS OR MAINTAINS CONNECTIVITY OR WHETHER  ANY ALERTS, MESSAGES, EMAILS, PUSH NOTIFICATIONS OR ANY OTHER SERVICE WILL BE DELIVERED REAL-TIME, IMMEDIATELY ACCESSED OR RECEIVED BY OR RESPONDED TO BY ANY RECIPIENT OR EMERGENCY RESPONDER.

DISCLAIMERS

YOU ACCEPT THE SYSTEM “AS IS, WHERE-IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED. YOUR USE OF THE SYSTEM IS AT YOUR SOLE RISK, AND YOU ASSUME ALL LIABILITY ARISING FROM YOUR USE OF THE SYSTEM.

YOU SHALL ONLY USE THE SYSTEM IN DIRECT CONNECTION WITH YOUR COMPANY AND FOR NO OTHER PURPOSE.

THE SYSTEM ONLY OPERATES AS INTENDED WHEN THE APP IS OPEN AND RUNNING ON YOUR SMARTPHONE. IN ADDITION, THE SYSTEM ONLY OPERATES WHEN BEACONS ARE IN OPERATING RANGE OF YOUR SMARTPHONE AND WHERE YOUR SMARTPHONE HAS NETWORK CONNECTIVITY, BLUETOOTH CONNECTIVITY AND CELLULAR ACCESS. FURTHERMORE, THE SYSTEM MAY BE TEMPORARILY INTERRUPTED, REFUSED, OR LIMITED AT ANY TIME BECAUSE OF TRANSMISSIONS LIMITATIONS CAUSED BY THIRD-PARTY NETWORK, CARRIER, ATMOSPHERIC AND TOPOGRAPHICAL FACTORS OUTSIDE OF SBL’S OR COMPANY’S CONTROL, OR EQUIPMENT MODIFICATIONS, UPGRADES, REPAIRS OR SIMILAR OTHER ACTIVITIES. INDIVIDUAL DATA TRANSMISSIONS MAY BE INVOLUNTARILY DELAYED FOR A VARIETY OF REASONS, INCLUDING THE ABOVE, WEAK BATTERIES, SYSTEM OVER-CAPACITY, AND YOUR MOVEMENT OUTSIDE OF THE CARRIER’S SERVICE AREA.

SBL MAKES NO REPRESENTATION OR WARRANTY AS TO THE PROMPTNESS OF THE COMPANY’S RESPONSE, AND SBL HAS NO CONTROL OVER THE RESPONSE TIME OR CAPABILITY OF ANY AGENCY OR PERSON WHO MAY BE NOTIFIED AS A RESULT OF THE SYSTEM BEING USED. YOU FURTHER UNDERSTAND THAT A PERSON MAY IMPROPERLY PERFORM THE SERVICES, OR MAY FAIL TO PROPERLY RESPOND TO THE RECEIPT OF AN EMERGENCY SIGNAL FROM THE SYSTEM, OR THAT THE SYSTEM MAY FAIL TO PROPERLY FUNCTION AND THAT SBL SHALL NOT BE LIABLE.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE THAT (I) THE RISK OF LOSS OR BODILY HARM, INJURY OR DEATH, AND THE POTENTIAL LIABILITY FOR SUCH LOSSES, EXISTS BEFORE, AND IS INDEPENDENT OF, THE USE OF THE SYSTEM, (II) PERSONAL SAFETY AND MONITORING SERVICE DO NOT CREATE, NOR DO THEY INCREASE OR DECREASE, THE RISK OR EXTENT OF SUCH LOSSES, (III) SBL DOES NOT AND CANNOT CONTROL THE SITUATIONS OR EVENTS THAT GIVE RISE TO THE OCCURRENCES (MEDICAL EMERGENCIES, FIRES, CRIMINAL ACTIVITY, ETC.) OR THE CONSEQUENCES THEREOF (PROPERTY LOSS, PERSONAL INJURY, ETC.) THAT THE SYSTEM IS INTENDED TO AVERT OR DETECT, AND (IV) BECAUSE OF THE UNIQUE NATURE OF THE SYSTEM, YOU AGREE THAT SBL’S LIABILITY SHOULD BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THESE TERMS.

IN NO EVENT WILL SBL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE USE OF THE SYSTEM OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SBL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SBL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOSS FROM PERSONAL INJURY OR DEATH, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR LOSS OF DATA, ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE BEACON, THE SYSTEM, OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES.

SBL’S MAXIMUM AGGREGATE LIABILITY TO YOU AND ANY THIRD-PARTY SHALL BE LIMITED TO TWO HUNDRED DOLLARS ($200.00).

YOU UNDERSTAND THAT SBL NOR YOUR COMPANY WILL RECEIVE SIGNALS FROM THE SYSTEM IF YOUR COMPANY’S TRANSMISSION SYSTEM IS NOT SET UP, NOT WORKING PROPERLY, LOSES POWER OR CONNECTIVITY OR IF CHANGES IN THE TRANSMISSION SYSTEM PREVENT COMMUNICATION WITH SBL. YOUR COMPANY IS RESPONSIBLE FOR TESTING THE SYSTEM ON A WEEKLY BASIS, AS WELL AS IMMEDIATELY FOLLOWING ANY CHANGE TO THE TRANSMISSION SYSTEM. YOU WILL IMMEDIATELY NOTIFY YOUR COMPANY OF ANY PROBLEMS WITH THE SYSTEM OR LOSS OF CONNECTIVITY. SBL ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, COMPLETENESS, PROPRIETY, OR LEGALITY OF INFORMATION WHICH MAY BE PROVIDED, DIRECTLY OR INDIRECTLY, BY OR ON BEHALF OF YOU OR ANY THIRD-PARTY, OR FROM THE USE OF THE SYSTEM.

LIMITATION ON CLAIMS

REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SYSTEM MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE THAT CLAIM OR CAUSE OF ACTION WILL BE BARRED FOREVER.

SMS/TEXT AND EMAIL MESSAGING

By using the System, you are opting-in to receive SMS/text messages from your Company and its affiliates. By consenting, you agree to receive SMS/text messages to the smartphone number you provided to your Company. You certify that the mobile number you provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such text messages. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system, that standard message and data rates apply, and the frequency of messages may vary. The SMS/text messages may not be available on all carriers or compatible with all smartphone models and carriers are not liable for any delayed or undelivered messages. Also, the availability of SMS/text messages may be impacted or restricted by the local laws, regulations or rules where you reside. SBL is not responsible for any delays upon sending or receiving SMS/text messages and can change the SMS/text messages at any time. To opt-out from text messages at any time, reply “STOP” to any text message you receive through the System. You consent that following such a request to opt-out to SMS/text message communications, you may receive one final text message confirming your request. Please keep in mind that if you opt-out of receiving text message alerts, your Company and its affiliates may not be able to contact you with emergency messages.

By providing SBL with your email address you consent to SBL’s use of your email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. SBL may also use your email address to send you other messages, such as changes to features of the System.

RESTRICTIONS ON USE

You represent, warrant and agree that you shall not:

  1. modify or create derivative works of the System, or any portion or component thereof;
  2. copy, frame or mirror any features or functionality of the System;
  3. reverse engineer any functionality of the System;
  4. access the System, or any portion thereof, in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of any module or functionality;
  5. use the System to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
  6. use the System to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
  7. interfere with or disrupt the integrity or performance of the System or third-party data contained therein;
  8. attempt to gain unauthorized access to the System or its related systems or networks;
  9. use the System for timesharing or service bureau purposes or otherwise for the benefit of a third party;
  10. transmit or disseminate unsolicited material, including without limitation, “junk mail” or “unsolicited bulk e-mail”, or other advertising material to end users that have not specifically agreed to receive such material by either opting or not opting out in a lawful manner;
  11. access or use the System for non-emergency communications;
  12. permit any third party to use the System for any commercial purpose or for the benefit of any third party;
  13. distribute, resell, transfer or allow any other individual to use the System;
  14. remove any labels, warnings or marks on the Beacon; or
  15. tamper, decompile, reverse engineer, or otherwise attempt to derive any source code or underlining ideas or algorithms of any party of System.

PRIVACY

Please refer to our Privacy Policy https://silentbeacon.com/privacy-policy/ for information on how we collect, use and disclose information from our users.

MONITORING SERVICE TERMS

In the event your employer purchases Monitoring Services, these Monitoring Services Terms (“Monitoring Service Terms”) apply to Monitoring Services provided by Silent Beacon, LLC (“SBL”) or its third-party provider to you (“you” or “Beacon Holder”) on behalf of your employer or other third-party who provided you the Beacon (“Company”).

  1. Use and Service.

    1. Use of Service. By accessing or using the Monitoring Services provided through SBL by a third-party monitoring service (“Monitoring Call Center”), Customer is (and on behalf of its Beacon Holders is) accepting and agreeing to be bound by the terms and conditions set forth herein.  SBL may modify the Monitoring Service Terms (including, without limitation, rates, fees, prices, charges or features) at any time, in its sole discretion. If Customer continues to use the Monitoring Services after the Monitoring Service Terms have been modified, Customer is agreeing (and is agreeing on behalf of Customer’s Beacon Holders) to be bound by the modified Monitoring Service Terms. Because the Beacon and  App continue to evolve, SBL may change or discontinue all or any part of the Monitoring Services, at any time and without notice, in our sole discretion.
    2. Customer and Monitoring Call Center. Customer agrees that SBL has satisfied the obligation to provide Monitoring Services by contracting with the Monitoring Call Center to provide such Monitoring Services, and SBL shall not have any additional obligation to arrange for or provide Monitoring Services.
    3. Definition of Services. The Monitoring Services consist solely of a Monitoring Call Center notifying the person(s), identified in advance by Customer, in writing (the “Contact List”) and emergency response authorities (“First Responders”) upon the Monitoring Call Center’s receipt of a phone call from the End User reporting conditions that require assistance (a “Response Condition”) within a reasonable period of time (i) under the circumstances at Monitoring Call Center’s facilities and (ii) the priority of the Response Condition as determined by the Monitoring Call Center upon receipt of the information.  Monitoring Call Center will use commercially reasonable efforts to determine the appropriate First Responder contact information, but SBL and Monitoring Call Center are relieved of all liability related to failure to obtain, obtaining and using the First Responder contact information, even if Monitoring Call Center or SBL is negligent in any such respect.  Customer understands, acknowledges and agrees that (i) following a Response Condition, but before contacting any First Responders, Monitoring Call Center may, in its sole and absolute discretion and without any liability, contact or attempt to contact the end user or the end user’s Contact List as frequency as Monitoring Call Center deems appropriate to verify the need to notify First Responders of the Response Condition, and (ii) after receiving verbal advice from the end user, any person on the Call List, any person at or about the location, or any person who communicates with us through the system, to disregard the Response Condition, Monitoring Call Center may, in each case, and in its sole and absolute discretion and without any liability, refrain from contacting First Responders or advise First Responders of the receipt of such advice to disregard the Response Condition.
    4. No Service Situation. No Monitoring Services shall be rendered for (i) signals that have not been specified and defined in advance in writing by SBL, (ii) voice communication from the end user which, in the sole and absolute discretion of Monitoring Call Center, does not clearly reveal the necessity for services, or (iii) voice communication from the end user or any person on behalf of the end user, which does not request assistance.  Customer and/or end users are solely liable for any activation or use of the system and any costs, expenses, losses, damages and liabilities arising out of or from or related to Monitoring Services and actions requested of Monitoring Call Center in connection with this Agreement, even if end users are not the ones activating or using the system or making the request of Monitoring Call Center, and even if the activation or use of the system or the request of Monitoring Call Center is unauthorized by Customer and/or end users.
    5. Communications. Monitoring Call Center’s efforts to communicate with the Contact List or with First Responders shall be satisfied by (a) reporting of a Response Condition to any person on the Contact List or any First Responder, or (b) if efforts to communicate are unsuccessful, one attempt to contact (i) each person on the Contract List, and (ii) the applicable First Responder(s).  The Monitoring Services are only available in the United States.  The Services ARE NOT A SUBSTITUTE FOR 9-1-1, and in fact, if Monitoring Call Center conferences in 9-1-1 emergency services on the end user’s behalf, there could be a delay in reaching 9-1-1 emergency services.

  2. Compliance with Law and Limitations Due to Problems.

    The Monitoring Services (i) are subject to all applicable laws, rules, regulations, policies and tariffs (collectively “Laws”), and (ii) may be subject to transmission limitations, delays and other problems inherent in the use of any communication path including, without limitation, the failure, malfunction or interruption of any communication path due to human or natural causes including, without limitation, telephone, cellular, radio, global positioning system, location services, satellite and internet connectivity problems or provider problems, radio, satellite or cellular transmission interference caused by, among other reasons, atmospheric or topographical conditions, and force majeure events (collectively “Problems”). Neither SBL nor Monitoring Call Center is responsible for or liable for any delays, delivery failures, loss or damage resulting from Laws or Problems. In addition, the number or frequency of communications from the system (including from improper installation of equipment, system or software) or from you may be deemed to be excessive transmissions by Monitoring Call Center in its sole and absolute discretion (“Excessive Communications”). Monitoring Call Center’s determination of Excessive Communications may result in the suspension or deactivation of all or certain methods of communication with a call services facility, in each case, as determined in the sole and absolute discretion of Monitoring Call Center and without any duty or liability of Monitoring Call Center or SBL of any kind as a result of any such suspension or deactivation even if Monitoring Call Center or SBL is negligent.

  3. Responsibility for Costs.

    You and/or the Company have the sole responsibility to maintain, and pay all costs related to, your cell phone connected to the Beacon. Company and/or you are responsible for all alarm permits and permit fees, agree to file for and maintain any permits required by applicable law and indemnify or reimburse SBL for any fines relating to permits or false alarms. SBL and Monitoring Call Center 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 policy or fire department response to an alarm, whether false alarm or otherwise, or the refusal of the police or fire department or other First Responder to respond. In the event of termination of police or fire response by the municipal police or fire department, this contract shall nevertheless remain in full force and the Company shall remain liable for all payment provided for herein. Should SBL be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the Monitoring Service Terms, Company agrees to pay SBL for such service or material. Company and/or you shall pay, without any right to be reimbursed by Monitoring Call Center or SBL, all fines, fees, costs, expenses and penalties assessed against Company, you, Monitoring Call Center or SBL by any court or governmental agency for the failure to comply with all laws applicable to Company and/or you or the system, including, but not limited to, related to the use of the First Responders.

  4. Transfer, Third-party Beneficiary and Subcontract of Services.

    You authorize SBL to disclose and transfer to any third-party providing Monitoring Call Center services any and all information provided by Company and/or you, including access to your account. The Monitoring Call Center is a third-party beneficiary of these Monitoring Service Terms and has the right to enforce these Monitoring Service Terms against you. You agree that SBL is authorized and permitted to subcontract any services to be provided by SBL to third parties who may be independent of SBL, and that SBL shall not be liable for any loss or damage sustained by Company and/or you by reason of fire, theft, burglary or any cause whatsoever caused by the negligence of third parties, except that SBL shall not obligate you and/or the Company to make any payments to such third parties. You appoint SBL to act as your agent with respect to such third parties, except that SBL shall not obligate you and/or the Company to make any payments to such third parties.

  5. Termination by SBL.

    SBL may terminate Monitoring Services without cause, in which case we will give your Company notice 30 days prior to the effective date of termination after which your Company’s and your accounts will be deactivated and Monitoring Services will terminate. This means that we can decide to cease providing the Monitoring Services to you at any time and for any reason, even for reasons unrelated to your Company’s and your account with SBL. Also, SBL may terminate your Monitoring Services without prior notice to Customer for any good cause. This means, for example, SBL can terminate Monitoring Services immediately if your Company or you breach any part of these Monitoring Service Terms or other agreements between your Company and SBL, your Company fails to pay amounts that are due to SBL, your Company interferes with SBL’s efforts to provide Monitoring Services, interferes with SBL’s business, or if your Company’s or your Monitoring Services or wireless phone number is used for illegal or improper purposes. Neither your Company nor you have any right to have the Monitoring Service reactivated, even if your Company and you cure any of these problems. Whether SBL allows your Company and you to have Monitoring Services again will be entirely up to SBL. SBL can suspend your Company’s and/or your Monitoring Services for any reason. SBL can also suspend Monitoring Services for network or system maintenance or improvement, of if there is network congestion, or if SBL suspects your Company’s and your Monitoring Services are being used for any illegal, improper or unauthorized purpose.

  6. Personal Use.

    You may only use the Monitoring Services for your own personal safety. Only you may use the Beacon to call the Monitoring Call Center.

  7. Consent for Monitoring Call Center to Contents and Communications.

    You hereby consent to the Monitoring Call Center recording, storing and using the contents of all signals and all communications, including but not limited to, the geolocation of your Beacon and mobile device, in the ordinary course of the Monitoring Call Center’s business pursuant to these Monitoring Service Terms, including sharing that information with your Company, Contact List, SBL and First Responders.

  8. No Warranty; Disclaimer.

    1. YOU ACCEPT THE MONITORING SERVICES “AS IS, WHERE-IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED. YOUR USE OF THE MONITORING SERVICES ARE AT YOUR SOLE RISK, AND YOU ASSUME ALL LIABILITY ARISING FROM YOUR USE OF THE MONITORING SERVICES.
    2. YOU SHALL ONLY USE THE BEACONS IN DIRECT CONNECTION WITH THE MONITORING SYSTEM SET UP BY YOUR COMPANY (“SYSTEM”) AND FOR NO OTHER PURPOSE.
    3. THE SYSTEM ONLY OPERATES WHEN BEACONS ARE IN OPERATING RANGE OF YOUR MOBILE PHONE AND WHERE YOUR MOBILE PHONE HAS NETWORK CONNECTIVITY, BLUETOOTH CONNECTIVITY AND CELLULAR ACCESS. IN ADDITION, THE SYSTEM AND BEACON CONNECTIVITY TO THE SERVICES MAY BE TEMPORARILY INTERRUPTED, REFUSED, OR LIMITED AT ANY TIME BECAUSE OF TRANSMISSIONS LIMITATIONS CAUSED BY THIRD PARTY NETWORK, CARRIER, ATMOSPHERIC AND TOPOGRAPHICAL FACTORS OUTSIDE OF SBL’S OR SERVICE PROVIDER’S CONTROL, OR EQUIPMENT MODIFICATIONS, UPGRADES, REPAIRS OR SIMILAR OTHER ACTIVITIES. INDIVIDUAL DATA TRANSMISSIONS MAY BE INVOLUNTARILY DELAYED FOR A VARIETY OF REASONS, INCLUDING THE ABOVE, WEAK BATTERIES, SYSTEM OVER-CAPACITY, AND YOUR MOVEMENT OUTSIDE OF THE CARRIER’S SERVICE AREA.
    4. SBL MAKES NO REPRESENTATION OR WARRANTY AS TO THE PROMPTNESS OF SBL’S OR ITS PROVIDER’S RESPONSE, AND SBL HAS NO CONTROL OVER THE RESPONSE TIME OR CAPABILITY OF ANY AGENCY OR PERSON WHO MAY BE NOTIFIED AS A RESULT OF THE SYSTEM BEING USED. YOU FURTHER UNDERSTAND THAT SBL MAY IMPROPERLY PERFORM THE SERVICES, OR MAY FAIL TO PROPERLY RESPOND TO THE RECEIPT OF AN EMERGENCY SIGNAL FROM THE SYSTEM, OR THAT THE SYSTEM MAY FAIL TO FUNCTION PROPERLY AND THAT SBL SHALL NOT BE LIABLE.

  9. Limitation of Liability.

    1. YOU ACKNOWLEDGE THAT (I) THE RISK OF LOSS OR BODILY HARM, INJURY OR DEATH, AND THE POTENTIAL LIABILITY FOR SUCH LOSSES, EXISTS BEFORE, AND IS INDEPENDENT OF, THE PROVISION OF THE SYSTEM AND SERVICES BY SBL TO YOU, (II) PERSONAL SAFETY AND MONITORING SYSTEMS DO NOT CREATE, NOR DO THEY INCREASE, THE RISK OR EXTENT OF SUCH LOSSES, (III) SBL DOES NOT AND CANNOT CONTROL THE SITUATIONS OR EVENTS THAT GIVE RISE TO THE OCCURRENCES (MEDICAL EMERGENCIES, FIRES, CRIMINAL ACTIVITY, ETC.) OR THE CONSEQUENCES THEREOF (PROPERTY LOSS, PERSONAL INJURY, ETC.) THAT THE SYSTEM IS INTENDED TO AVERT OR DETECT, AND (IV) BECAUSE OF THE UNIQUE NATURE OF THE SYSTEM, THE PARTIES HAVE AGREED THAT SBL’S LIABILITY SHOULD BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THESE TERMS.
    2. IN NO EVENT WILL SBL BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE MONITORING SERVICES TERMS, THE SYSTEM OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SBL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SBL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS FROM PERSONAL INJURY OR DEATH, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR LOSS OF DATA, ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SYSTEM, OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES.
    3. SBL’S MAXIMUM AGGREGATE LIABILITY TO YOU AND ANY THIRD-PARTY SHALL BE LIMITED TO TWO HUNDRED DOLLARS ($200.00).
    4. You and SBL specifically understand that (i) SBL, in providing the System, may serve as a conduit for information and services provided by third parties and that SBL may rely on such information and services, (ii) the System communicates with the SBL monitoring facility over internet, (iii) these transmission systems are beyond the control of SBL and are maintained and serviced solely by the applicable network or telecommunications provider, (iv) the transmission systems may not always be reliable, and (v) any changes made to these transmission systems may disrupt communication from the System or between Beacons, without notice, SBL will have no way to know of such problem. YOU UNDERSTAND THAT SBL WILL NOT RECEIVE SIGNALS FROM THE SYSTEM IF YOUR COMPANY’S TRANSMISSION SYSTEM IS NOT SET UP, NOT WORKING PROPERLY, LOSSES POWER OR CONNECTIVITY OR IF CHANGES IN THE TRANSMISSION SYSTEM PREVENT COMMUNICATION WITH SBL. YOUR COMPANY IS RESPONSIBLE FOR TESTING THE SYSTEM ON A WEEKLY BASIS, AS WELL AS IMMEDIATELY FOLLOWING ANY CHANGE TO THE TRANSMISSION SYSTEM. You will immediately notify your Company of any problems with the System or loss of connectivity. SBL assumes no responsibility or liability for the accuracy, completeness, propriety, or legality of information which may be provided, directly or indirectly, by or on behalf of you or any third party, or of the Monitoring Services to which such information may relate.

  10. Term and Termination.

    The Monitoring Services shall begin on the day you accept these terms and conditions on your Beacon and will continue until the day that your right to use the System has been terminated by either your Company or SBL or the day you receive notice by your Company that these Monitoring Services have been terminated.

  11. Dispute Resolution, Mediation, Arbitration, Court of Jurisdiction.

    1. Good Faith Attempt to Resolve. The Parties hereby agree that they will attempt in good faith to resolve any controversy or claim arising out of or relating to these Monitoring Services Terms. Any final decision mutually agreed to in writing by such officers shall be conclusive and binding on the Parties. If we are unable to resolve the matter through negotiations within fourteen (14) days after such matter was first referred to them, either Party may submit the dispute to mediation in accordance with Section 11.2.
    2. Mediation. If the Parties hereto are unable to satisfactorily resolve any dispute, each Party hereby agrees to submit to mediation under the American Arbitration Association (“AAA”) mediation rules then in effect. Such mediation shall be conducted by a single mediator in Rockville, Maryland and if the dispute remains unresolved after such mediation, then either Party may submit the dispute to arbitration in accordance with Section 11.3. The cost of the mediation shall be equally shared by the Parties.
    3. Arbitration. If the Parties hereto are unable to satisfactorily resolve a dispute, then any Party may submit the dispute to binding arbitration before a single arbitrator selected in accordance with the rules of the AAA utilizing the AAA’s expedited procedures and applying Maryland law. The arbitration proceeding shall be conducted in Rockville, Maryland. Each Party shall submit its own written submission recommending in support of the position advanced by it, such reports to be submitted no later than twenty (20) days after the arbitrator has been retained. The Parties shall provide the arbitrator with such additional information as the arbitrator may request in his/her discretion. No later than sixty (60) days after the arbitrator is retained, he/she shall render his/her decision in a written report which shall be final, binding and enforceable in a court of law having adequate jurisdiction and shall not be subject to legal challenge. The cost of arbitration shall be borne in such proportion as the arbitrator shall decide. The arbitrator may award legal fees and costs to the prevailing party if and when appropriate.

  12. Right to Seek Injunctive Relief.

    Notwithstanding the above provisions of Section 11, either Party may seek injunctive relief in any court of competent jurisdiction at any time in relation to any dispute under or in connection with the Agreement.

  13. One Year Statute of Limitation.

    Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Beacon, App and/or Monitoring Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

  14. Suspension of Services.

    The Monitoring Call Center’s and SBL’s obligations hereunder are suspended automatically without notice to you and Monitoring Call Center, SBL and their representatives are released for and from all expense, loss or damage to you in the event (i) the Monitoring Call Center or SBL, any facilities necessary to operate the Monitoring Call Center or SBL, or any equipment, network or technology used to transmit data or voice to or from the Monitoring Call Center or SBL, is destroyed, damaged, malfunctions or is inoperable for any reason whatsoever, or (ii) due to unforeseen circumstances or to causes beyond SBL’s reasonable control; including, but not limited to acts of God, national health emergencies, epidemics or pandemics, government actions, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages or failures of communications, internet, transportation, facilities, fuel, energy, labor or materials. In the event of any such delay, SBL shall have no obligation to provide substitute services during the period equal to the time of such delay.

  15. Miscellaneous.

    1. Assignment. These Monitoring Services Terms may not be assigned or transferred by you without the prior written consent of SBL and your Company. The provisions hereof shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
    2. Waiver. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.
    3. Applicable Law. These Monitoring System Terms shall be governed and construed and interpreted in accordance with the laws of the State of Maryland, without reference to principles of conflict of laws.
    4. Notices. All legal notices and demands by you shall be in writing and shall be deemed effective either: (a) on the date personally delivered to the address indicated herein, as evidenced by written receipt therefor, whether or not actually received by the person to whom addressed; (b) five (5) days following deposit in the United States mail if by certified or registered mail, return receipt requested, addressed to the intended recipient at the address indicated herein; or (c) one (1) business day following the day deposited into the custody of a nationally recognized overnight delivery service such as Fed Ex for overnight next day delivery, addressed as set forth below:
      Silent Beacon, LLC
      9200 Corporate Blvd., Suite 250
      Rockville, MD 20850
      Attention: Legal Department
    5. Enforcement Costs. If any legal action or other proceeding is brought by SBL in connection with any provision of these Monitoring Service Terms, SBL shall be entitled to recover from you reasonable attorneys’ fees, costs and expenses, sales and use taxes, incurred in that action or proceeding.
    6. Severability. In the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible, and the remaining portions of this Agreement shall remain in full force and effect.
    7. Entire Agreement. These Terms of Service constitute the complete and exclusive agreement between you and SBL pertaining to the subject matter hereof and supersede all written or oral agreements previously existing between the parties.
    8. Headings and Captions. The headings and captions of these Monitoring System Terms have been inserted for identification and reference purposes only and shall not be used to construe or interpret these terms.
    9. Waiver of Jury Trial. THE PARTIES HERETO MUTUALLY AND WILLINGLY WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS MADE BETWEEN THEM WHETHER NOW EXISTING OR ARISING IN THE FUTURE, WHETHER ARISING FROM OR RELATED TO THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THE TRANSACTIONS TO WHICH THIS DOCUMENT RELATES.
    10. General Emergency Signal. BEACON HOLDER ACKNOWLEDGES AND AGREES THAT UNLESS NOTIFIED IN WRITING TO THE CONTRARY, IT IS SBL’S AND BEACON HOLDER’S SPECIFIC INTENT THAT ALL MEDICAL ALERT SIGNALS SHALL BE DEEMED BY THE PARTIES TO BE GENERAL EMERGENCY SIGNALS (HEREINAFTER “GENERAL EMERGENCY SIGNALS”) AND NOT SIGNALS DENOTING ANY SPECIAL MEDICAL EMERGENCY REQUIRING MONITORING CALL CENTER TO CONTACT OR DISPATCH ANY MEDICAL, HOSPITAL, AMBULANCE, OR OTHER LIKE ENTITY, PERSON OR SERVICE (HEREINAFTER “MEDICAL ASSISTANCE”). BEACON HOLDER AGREES TO NOTIFY MONITORING CALL CENTER AND SBL IN WRITING OF THE APPROPRIATE LOCAL AUTHORITY TO CALL IN THE EVENT OF A GENERAL EMERGENCY SIGNAL. IN THE ABSENCE OF ANY WRITTEN INSTRUCTION, BEACON HOLDER AGREES THAT MONITORING CALL CENTER MAY IN ITS SOLE JUDGMENT DETERMINE THE APPROPRIATE NUMBER TO CALL. NOTHING IN THIS PARAGRAPH TO THE CONTRARY WITHSTANDING, IF SBL AND/OR BEACON HOLDER HAVE MADE A PRIVATE ARRANGEMENT FOR RESPONSE TO A GENERAL EMERGENCY SIGNAL, AS LONG AS THERE IS NO LAW, STATUTE, OR PUBLIC POLICY PRECLUDING SUCH AN ARRANGEMENT IN THE LOCAL JURISDICTION, MONITORING CALL CENTER WILL FOLLOW SBL’S OR BEACON HOLDER’S WRITTEN INSTRUCTIONS WITH REGARD TO SUCH RESPONSE ARRANGEMENT. IN NO EVENT WILL MONITORING CALL CENTER BE RESPONSIBLE FOR THE COST OF ANY SUCH RESPONSE PLAN.
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