REMOTELY SERVICE AGREEMENT

General Terms and Conditions

  1. Applicability to Remotely Service Agreements.

    These Remotely General Terms and Conditions (hereinafter referred to as the “General Terms”) set forth herein shall apply to and govern the Remotely Service Agreement (hereinafter referred to as the “Service Agreement”) between Remotely and the customer thereto (hereinafter referred to as the “Customer”). In the event that there is a conflict between the terms of any applicable Service Agreement and these General Terms, then the terms of the applicable Service Agreement shall govern.

  2. Definitions.

    For purposes of the General Terms and the Service Agreement, the following capitalized terms shall have the respective meanings ascribed to them below:

    1. App means the Remotely mobile device software application included in the Service provided in the Service Agreement.

    2. Confidential Information means all proprietary information disclosed by one party to the other party including, without limitation, technology, trade secrets, ideas, inventions, technical, business or financial information and projections, vendor and customer information, assets, liabilities, operations, strategies, plans, service techniques, products, sales, Proprietary Technology, and the terms and conditions of the Service Agreement (including these General Terms).

    3. Equipment means the home-control and self-monitoring devices and any related accessories offered by Remotely under the Service Agreement, including without limitation hubs, moisture detectors, motion detectors, smart locks, smart thermostats, and light switches.

    4. Proprietary Technology means the source code, object code and other intellectual property of Remotely uses to deliver the Service, including without limitation in connection with the Remotely App and Site, and any firmware and software embedded in, or downloaded to, the Remotely System Equipment.

    5. Remotely is the tradename used by Dash Local LLC, in providing the Service under the Service Agreement, and in the General Terms and the Service Agreement “Remotely” also refers to the Site, the Service, or a combination of all or some of the preceding definitions, depending on the context in which the term is used.

    6. Rental Community means a multi-family or other housing structure(s) listed on Exhibit A and/or Exhibit B of the applicable Service Agreement.

    7. Resident means any tenant of a Rental Community for whom Customer has provided access to and use of the Remotely Service and App.

    8. Service means the home automation services provided by Remotely to Customers seeking such services at Rental Communities owned and/or managed by such Customers, including without limitation the use of the Remotely System, App and Site.

      Site means the Remotely website at www.remotely.com.

    9. System means the combination of Equipment selected by the Customer in the Service Agreement for installation at the designated Rental Communities and use by the applicable Residents.

    10. User means users of the Remotely App and/or Service, as well as any general visitors to the Remotely Site.

  3. The Remotely System.

    1. System Communication. Customer acknowledges and understands that: (i) the System communicates over one or more transmission systems, as determined by Remotely in its sole discretion, such as DSL, broadband, cellular, radio, Internet, etc.; (ii) transmission systems are maintained and serviced solely by the applicable transmission system provider; (iii) these transmission systems may be affected by faulty or failed equipment, weather conditions, power outages, upgrade or maintenance work, or other interruptions in service; and (iv) any such conditions or changes made to these transmission systems may disrupt communications to or from the System. Without notice from the Customer or a Resident User at the Customer’s Rental Communities, Remotely may not be aware of the existence of any such problem.

    2. System Equipment Components. The System Equipment components offered by Remotely are subject to availability, and the manufacturer brands and the pricing of each Equipment component is subject to change without notice at any time. Remotely will calculate and charge sales tax on System Equipment components in accordance with applicable laws. The sale of the System Equipment components is intended for the use of the Customer and its designated Rental Community residential units only, and are not authorized for resale. Title for the System Equipment components purchased pursuant to the Service Agreement passes to the Customer at the time of delivery by Remotely to the freight carrier, but Remotely and/or the freight carrier will be responsible for any loss or damage to any System Equipment component that occurs while such System Equipment components are in transit to the Customer’s designated Rental Communities. The prices of the System Equipment components do not include shipping costs, and these prices will vary in accordance with the method of shipping requested by the Customer and the time of such request. Any estimated arrival or delivery date for the System Equipment components is not a guaranteed delivery date. Remotely does not warranty in any manner any of the System Equipment components, and the limited warranties provided by the respective manufacturers of the System Equipment components, if any, are addressed in Section 15(b) of these General Terms below.

    3. System Installation. Customer understands and acknowledges that it is Customers responsibility to ensure that the installation of the Remotely System, whether by the Customers staff, by a contractor engaged by the Customer, or by a Remotely representative, at any Rental Community residential unit will not invalidate any existing construction or product warranty of any kind and that Remotely shall not be liable for the loss of any such warranty coverage, for any reason. The Customer also agrees that the initial installation will be completed by a licensed and insured professional. The Customer also agrees to comply with any local building code and permitting requirements under any applicable laws of the jurisdiction in which the Rental Communities are located with respect to the installation and/or operation of the System or any of its Equipment components, and to provide Remotely with permit numbers and/or such other regulatory compliance information that Remotely may request from time to time. Remotely shall not have any responsibility or liability for any injury or damage caused by the installation of the System by the Customers staff or any contractors engaged by the Customer to install the System at the Rental Communities. If Remotely in any way recommends to the Customer a third party contractor that is not a Remotely affiliate for the installation of the System, Remotely shall not be responsible or liable for the conduct or performance of any such third party installer and the Customer is solely responsible for conducting its own due diligence to determine which installer best suits Customers needs.

    4. Installation by a Remotely Representative. If a Remotely representative installs the System at the Customer’s designated Rental Community residential units, it will do so in a workmanlike manner, and Customer agrees to pay all applicable installation and activation charges. Customer agrees to make the designated Rental Community residential units available without interruption during the Remotely representative’s normal working hours to permit completion of any such installation work. Customer warrants that Customer is either the owner of the designated Rental Communities or has authority to give Remotely access to the designated Rental Communities to install and operate the System. If Customer is not the owner of the designated Residential Communities, Customer is responsible for obtaining any necessary approval from the owner to allow the Remotely representative into the designated Rental Community residential units to perform the activities specified herein. In addition, Customer agrees to supply Remotely or its representative, if requested, with the owner’s contact information and/or evidence that the owner has authorized Customer to grant access to Remotely or its representative to the designated Rental Community residential units. Customer is also solely responsible and liable to obtain the consent of any Resident of any such Rental Community residential units, to the extent applicable, to allow the Remotely representative into such Resident’s residential unit for the purposes set forth herein. Customer is not aware of any hazardous conditions at the designated Rental Communities.

    5. Updates to Remotely Proprietary Technology. Remotely may also from time to time develop patches,bug fixes, updates, upgrades and other modifications to improve the performance of the Remotely Proprietary Technology in the Remotely System (hereinafter, referred to as the “Updates”). These Updates may be automatically installed without providing any additional notice to or receiving any additional consent from the Customer. If the Customer does not want such Updates, the Customer’s remedy is to cease using the Remotely Service. The Customer’s continued use of the Remotely Service is the Customer’s consent to any such automatic Updates. The Customer acknowledges that the Customer may be required to install Updates to use the Remotely Service, and the Customer agrees to promptly install any Updates provided by Remotely.

    6. Home Control System Only. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE REMOTELY SYSTEM IS NOT A HOME SECURITY SYSTEM AND THAT REMOTELY WILL NOT MONITOR SIGNALS FROM THE SYSTEM AT ANY TIME. REMOTELY DOES NOT MONITOR THE SYSTEM FOR ANY SIGNALS, AND REMOTELY WILL NOT DISPATCH EMERGENCY AUTHORITIES OR PROVIDE NOTIFICATION OR OTHER VERIFICATION SERVICES COMMONLY PROVIDED WITH SECURITY ALARM SYSTEMS IN CASES OF EMERGENCY.

  4. The Remotely Service.

    1. Internet Connection. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO MAINTAIN AT CUSTOMER’S OWN COST A HIGH-SPEED INTERNET CONNECTION, AND FURTHER THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO DESIGNATE FOR SYSTEM INSTALLATION THOSE RENTAL COMMUNITY RESIDENTIAL UNITS IN WHICH THE APPLICABLE RESIDENTS EACH ALSO MAINTAIN A HIGH SPEED INTERNET CONNECTION, WHETHER AT SUCH RESIDENT’S OWN COST OR AT THE COST OF THE CUSTOMER.

    2. Remote and Wireless Access. The Service may include certain remote viewing, access and control features and functionality. The ability for those features and functionality to work with the System and App will be dependent upon a variety of factors outside the control of Remotely, including, but not limited to, faulty equipment, faulty transmission systems, limitations inherent in wireless services, power outages, and other factors. Remotely shall endeavor to ensure that such features and functionality interoperate with the System and App, but shall not be liable in the event they fail to do so. Access to the Services via wireless device is dependent upon the capabilities of the Customer’s wireless device and network, as well as the wireless devices and networks of the Residents at the designated Rental Community residential units in which the Systems have been installed. Remotely shall not be liable for issues arising from the access to the Services via wireless device of either the Customer or any Residents at the applicable designated Rental Community residential units. The access to the Services from any wireless device is subject to the agreement with the applicable wireless carrier and the Customer and each of the Residents at the applicable designated Rental Community residential units.

    3. Text Messages. Remotely can be used to alert Residents and/or property managers if something happens inside of a Rental Community residential unit. For example, if the moisture detector detects moisture in the unit, a text message can be sent to both the Resident and property manager. Text messages may incur fees from the Customer’s and the applicable Residents’ respective mobile carriers and the Customer agrees that Remotely is not responsible for any such fees.

    4. Remotely Related Parties. The Services may be provided to the Customer directly by Remotely, through any affiliate of Remotely, and/or by any third party acting on behalf of Remotely or its affiliates, including without limitation their agents, representatives, suppliers, service providers, contractors and subcontractors (collectively, “Remotely Related Parties”). Remotely may contract the performance of all or any portion of the Services to any Remotely Related Party(ies), and provide such Remotely Related Party(ies) with all information regarding the Customer and the Residents of the applicable designated Rental Community residential units as Remotely deems necessary or appropriate to the provision of the Services, which information the Remotely Related Parties may retain and use in accordance with applicable law. Customer acknowledges and agrees that the protections afforded to Remotely under the Service Agreement (including these General Terms) apply to each of the Remotely Related Parties, including, without limitation, as set forth in those sections entitled “Limitation of Liability”, “Insurance” and “Indemnity/Protection of Remotely” and each such Remotely Related Party may independently enforce such rights.

    5. Additional Services. The Customer may have the option to activate certain additional services for the applicable Resident Users on the Remotely App, including without limitation online rent payment, maintenance requests, and tenant notifications. In the event that the C-storeustomer elects to add online rent payment to the Service provided to their applicable Residents, all payments are processed through this third party service (see www.paylease.com). Remotely accepts ACH and credit card payments, and Remotely collects all the relevant information and passes it on to PayLease. Remotely does not store any of this payment information on its servers. (PayLease gives Remotely a token which Remotely can use to access payment histories if needed, but at no point can Remotely recover any Resident’s actual account information.) The Customers and their applicable Residents using PayLease may not conduct any chargebacks or other disputes which result in a loss for Remotely. Chargebacks that do not result in any loss for Remotely may be done, but only where such actions are not unlawful (unsubstantiated chargebacks, for example, may be fraudulent and constitute a crime in most, if not all, jurisdictions).

    6. Use of the Service. Customer agrees to use the Service only in connection with the designated Rental Community residential units, unless specifically authorized by Remotely in writing. Customer agrees and represents that the Customer will not resell or permit another to resell the Service in whole or in part. The Customer acknowledges and agrees that the Customer is accepting the Service Agreement (including these General Terms) on behalf of all persons using the Remotely Service and Systems at the applicable Rental Communities, including without limitation the Resident Users, and that it is solely the Customer’s responsibility to ensure that all other Users understand and comply with any applicable Remotely policies, including without limitation the Remotely Terms of Use and Privacy Policy addressed in Section 8 of these General Terms below. The Customer further acknowledges and agrees that responsibility for any transactions, including without limitation purchases, made through or in connection with the Remotely Service is solely the Customer’s obligation and liability.

    7. Lawful Use of the Service. The Customer will not use or permit another to use the Remotely Service, directly or indirectly, for any unlawful purpose. Use of the Remotely Service for transmission, communications or storage of any information, data or material in violation of any U.S. federal, state or local law or regulation is prohibited. The Customer agrees not to use, or allow others to use, the Remotely Service for surreptitious surveillance purposes, or any other purpose that may impact the privacy rights of others in violation of applicable law. The Customer understands and agrees that the Customer’s use of the Service is at the Customer’s own risk and that the Customer is subject to all applicable laws and regulations, including without limitation any state or federal wiretapping, eavesdropping, privacy or similar laws. If Remotely believes that the Service is being used for illicit or unlawful purposes, Remotely reserves the right to contact the appropriate law enforcement authority, and to report any such information, including the identity, account information, data and content materials, and other information of the Customer and/or any applicable Resident Users to the proper authorities. Remotely also reserves the right, in Remotely’s sole discretion and without notice, to immediately disable the Service, and/or to permanently delete any data and/or content materials of the Customer and/or any applicable Resident Users.

    8. Remotely Exclusive Agency. Remotely has and shall maintain throughout the Term of the Service Agreement the authority to act as the Customer’s exclusive agent for all purposes under the Service Agreement (including these General Terms), including without limitation communicating with any Remotely Related Parties; initiating, adding, changing, suspending and canceling the Remotely Service; investigating and resolving all issues, actual or potential, related to the Remotely System; and maintaing your account data.

  5. Ownership and Retention of Rights.

    1. Remotely Ownership Rights. Customer hereby agrees and acknowledges that Remotely, its suppliers, partners and licensors (if any), own and shall retain all right, title and interest in and to (i) the right to supply the Service (including all derivative works thereof, by whomever produced), (ii) all Proprietary Technology, (iii) all service marks, trademarks, trade names or any other designations associated with the Service or the Remotely business, and (iv) all copyrights, patent rights, trade secret rights and other proprietary rights in the Service and the Proprietary Technology, and Customer shall have no rights with respect thereto other than the limited rights expressly set forth in the Service Agreement (including these General Terms). “Remotely” is a trademark used by Dash Local LLC, to uniquely identify its Site, Service, and business. The Customer agrees not to use this tradename anywhere without Remotely’s prior written consent. Additionally, the Customer agrees not to use the Remotely trade dress, or copy the look and feel of the Remotely Site or its design, without Remotely’s prior written consent. Further, the Remotely copyrighted material helps to distinguish Remotely from its competitors. The Customer agrees not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Remotely Site or in the Remotely App without receiving Remotely’s prior written permission.

    2. Limited License. The Remotely Proprietary Technology is protected by trademark, copyright, patent, and/or intellectual property laws and international treaty provisions. Remotely in the Service Agreement (including these General Terms) hereby grants the Customer a limited, nonexclusive, revocable license (without right to sublicense) to use such Remotely Proprietary Technology in object code form (without making any modification thereto) strictly in accordance with the Service Agreement (including these General Terms). The Customer acknowledges and understands that the Customer and its applicable Resident Users are not granted any other license to use the Remotely Proprietary Technology embedded in the System Equipment and/or used to provide the Service.

  6. Customer Additional Agreements.

    1. Authority. The Customer represents and warrants that the Customer is duly authorized, and has the right and capacity, to enter into and be bound by the Service Agreement (including these General Terms), and in doing so will not violate any other agreement. To the extent that the Customer is not the owner of the designated Rental Communities, the Customer further represents and warranties that the Customer has the authority under its engagement with the owner(s) of the designated Rental Communities to effectuate the terms and conditions of the Service Agreement (including these General Terms) in connection with each such designated Rental Community, including each owner’s approval to access to the designated Rental Communities to install and access the Remotely System as provided in Section 3© of these General Terms above.

    2. Customer Information. The Customer agrees to provide Remotely with information that is accurate , complete and current, including without limitation the Customer’s legal name, mailing address, telephone number, e-mail address, payment data (including information provided when authorizing recurring payments) and all information related to the functionality of the system. Upon request by Remotely, the Customer also agrees to provide Remotely with the following information for each owner of the designated Rental Communities and each applicable Resident User: legal name, mailing address, telephone number, and e-mail address. The Customer agrees to notify Remotely promptly if there is any change in the information the Customer has provided to Remotely. Failure to provide and maintain accurate information is a breach of the Service Agreement.

    3. Disclosure of Customer Information. The Customer expressly authorizes Remotely to disclose certain Personally Identifiable Information (“PII”) about the Customer, including without limitation the Customer’s name, mailing address, telephone number, e-mail address, and System details, as may be required or directed by local, state, or federal laws, ordinances or regulations to governmental or regulatory agencies in connection with the provision of the Service. Remotely is not responsible for any information provided by the Customer to third parties, and such information is not subject to the Remotely Privacy Policies referenced in Section 8(b) of these General Terms below. The Customer assumes all privacy, security, and other risks associated with providing any information, including without limitation Customer Proprietary Network Information (“CPNI”) or PII, to third parties via the Remotely Service. For a description of the privacy protections associated with providing information to third parties, the Customer should refer to the privacy policies, if any, provided by those third parties.

    4. System Data. Remotely and its Remotely Related Parties regularly back up content stored on or via the Remotely Service, including without limitation System analytical or historical data (collectively, the “System Data”), and store such System Data for a limited time. Neither Remotely nor the Remotely Related Parties will have any liability for any loss of or failure to back up or restore such System Data, or for the interruption, delay or suspension of access to or unavailability of System Data. The Customer acknowledges that Remotely is nor responsible for the loss of System Data or for the back up or restoration of the Customer’s data regardless of whether this Customer data or content is maintained on Remotely’s servers or on Customer’s devices. Upon the termination of the Service Agreement for any reason, Remotely and the Remotely Related Parties reserve the right to delete all System Data or other Customer information stored on the the servers or systems of Remotely and/or the Remotely Related Parties. The Customer further agrees that, to the extent permitted by applicable law, Remotely may record and use all communications with anyone at the Rental Communities in the normal course of Remotely’s business, and that Remotely can make program changes to the Remotely proprietary data in the Remotely System, App and Site.

    5. License to Remotely. Subject to the terms of the Service Agreement (including these General Terms), during the Term of the Service Agreement, Customer hereby grants to Remotely the non-exclusive, non-transferable limited license to use Customer’s name and logo on the Remotely Site and in its marketing, advertising and promotional materials for any lawful purpose. Remotely must also be assured that Remotely has the right to use the content that is posted to its Site by its Users. Such content may include, but is not limited to, photographs, videos, text, audio, and other materials. Whenever submitting content to the Remotely Site, the Customer agrees that the Customer is granting Remotely a non-exclusive, universal, perpetual, irrevocable, sublicensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of the content that the Customer submits to Remotely in this manner. The Customer warrants to Remotely that the Customer has the right to grant Remotely this right over the content, and that the Customer will indemnify Remotely for any loss resulting from a breach of this warranty and defend Remotely against claims regarding the same.

  7. Changes to Service.

    Subject to applicable law, Remotely has the right to change the Service, including without limitation any of the component Equipment in the Remotely System, at any time, with or without notice. Remotely may also rearrange, delete, add to, or otherwise change programming or features or offerings contained in the Service, including without limitation content, functionality, and hours of availability. Notice of any change to the Service may be provided in Customer’s monthly bill, as a bill insert, e-mail, or in other communication permitted under applicable law. If Customer finds any material change to the Service unacceptable, Customer shall have the right to cancel the Service Agreement within thirty (30) days of receipt of notice of such change. Customer’s continued receipt of the Service after such thirty (30) day notice period shall constitute Customer’s acceptance of the change to the Service.

  8. Terms of Use; Privacy Policy.

    1. Terms of Use. The initial Remotely “Terms of Use” set forth at (https://www.remotely.com/rb4/login#tos) sets forth additional terms and conditions upon which Services will be provided through the Remotely Site and App to the Customers and any applicable Rental Community Residents. All such terms and conditions set forth in the said Terms of Use shall be established, and may be changed from time to time, in the sole discretion of Remotely. In the event of any conflict between the Remotely Terms of Use and the Service Agreement (including these General Terms), the Service Agreement shall control. The Customer’s and any applicable Residents’ use of the Service, Site and App is subject to the Remotely Terms of Use, and Remotely may terminate or suspend the Service of any Customer and/or any applicable Resident Users for failure to comply with any of the provisions in the Terms of Use. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE REMOTELY TERMS OF USE AND ANY OTHER APPLICABLE REMOTELY POLICIES MAY BE PUT INTO EFFECT OR REVISED FROM TIME TO TIME BY POSTING A NEW VERSION OF THE TERMS OF USE OR OTHER APPLICABLE POLICIES ON THE REMOTELY SITE. THE CUSTOMER SHOULD CONSULT THE REMOTELY TERMS OF USE AND ALL POSTED POLICIES ON THE REMOTELY SITE REGULARLY TO CONFORM WITH THE MOST RECENT VERSION.

    2. Privacy Policy. The initial Remotely “Privacy Policy” set forth at (https://www.remotely.com/rb4/login#privacy-policy) establishes the rights of and limitations on Remotely’s use of any information provided by the Customers and any applicable Rental Community Residents through the Remotely System, Service, Site and App. Subject to applicable law, all such terms and conditions set forth in the said Privacy Policy shall be established, and may be changed from time to time, in the sole discretion of Remotely. To the extent Remotely is expressly required to do so by applicable law, Remotely will provide notice to the Customer of a breach of the security of certain personally identifiable information about the Customer.

  9. Restrictions on Use.

    Customer hereby agrees (i) not to create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the source code, internal structure, design or organization of the Proprietary Technology or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law, (ii) not to copy the Proprietary Technology, modify, translate or, unless otherwise agreed, develop any derivative works thereof, (iii) not to separate the Proprietary Technology into component parts for distribution or transfer to any person or entity, and (iv) not to tamper with or interfere with the Remotely System, and not permit others to do so. Notwithstanding the foregoing, the Customer shall not limited or prohibited in any way whatsoever from utilizing or further developing its own website or proprietary technology, or any part thereof, presently in use or development by Customer; provided that Customer does not use any Proprietary Technology or Confidential Information of Remotely. If Customer commercializes one or more products or services which compete with the Services, Remotely may, at its option and upon thirty (30) days prior notice to Customer, terminate the Service Agreement with said Customer.

  10. Charges and Fees.

    1. Remotely Charges and Fees. Customer shall pay the applicable charges and fees set forth in Section III and Exhibits A and/or B of the Service Agreement (“Fees”) upon receipt of invoice and all Fees are non-refundable/non-creditable. All Fees incurred under the Service Agreement are the sole responsibility and liability of the Customer. Customer acknowledges and agrees that Customer shall be solely responsible and liable to collect any reimbursements from the Residents using the Remotely Services in any of the applicable Rental Communities, and in no event shall any of the Fees due under the Service Agreement be paid or made payable by the Residents directly to Remotely.

    2. Price Changes. Remotely will have the right, exercisable in its sole discretion, after contract term and upon thirty (30) days prior notice to Customer, to change its annual Fee amount per Rental Community.

    3. Remotely Remedies for Late Payment/Non-Payment. If Customer fails to make payment within thirty (30) days of date of invoice, Remotely shall have the right, in its sole discretion in accordance with applicable law, to immediately terminate or suspend the Service Agreement and Customer agrees to pay interest on late payments at a rate equal to the greater of 1.5% per month or, if less, the highest rate permitted by law. In the event Remotely incurs legal fees and other related costs in an effort to collect its invoices, Customer agrees to reimburse Remotely for the reasonable costs of collection, including without limitation any and all collection agency’s fees, attorneys’ fees, and arbitration or court costs.

    4. Other Charges, Fees, and Taxes. The Customer agrees to pay all other charges associated with the Remotely System and Services, including without limitation System installation costs, third party charges, applicable federal, state, and local taxes (however designated), permitting and regulatory fees, and any other fees or assessments of any municipal, state and federal government imposed on Remotely, the System or the Service. Customer is responsible to pay any governmental imposed fees and taxes that become applicable retroactively. Except as may otherwise be required by applicable law, Remotely shall have the option, in its sole discretion, on whether or not to notify the Customer in advance of any changes in governmental or quasi-governmental taxes, fees or assessments on the Remotely System and/or Service. Customer acknowledges that Customer may incur charges with third party providers as a result of accessing on-line services, or purchasing, licensing or subscribing to other offerings via the Internet or through interactive options. Those charges are separate and apart from the Fees charged by Remotely. Customer is solely responsible for all such charges payable to third parties, including applicable taxes. In addition, Customer is solely responsible for protecting security of credit card and other personal information provided to others in connection with such transactions.

  11. Billing and Payment Policies.

    1. Billing Policies. Remotely shall bill the Customer in accordance with the provisions in Section V of the Service Agreement. The Customer’s first bill may include pro-rated charges from the date the Customer first began receiving Service, as well as monthly recurring Fees for the next month and charges for non-recurring Fees for the System.

    2. Application of Payment; Partial Payment. Remotely may apply Fee payments it receives from the Customer for the Service to charges in the order and manner Remotely determines in its sole discretion. Remotely does not waive any of its rights to collect the full amounts owed by the Customer in accepting any partial Payment from the Customer.

    3. Payment by Credit Card or Check. If Customer uses a credit card to pay for the Service, use of the credit card is governed by the card issuer agreement, and Customer must refer to that agreement for its rights and liabilities as a cardholder. If Remotely does not receive payment from Customer’s credit card issuer or its agents, Customer agrees to pay all amounts due upon demand. If Customer makes payment by check, Customer authorizes Remotely to collect Customer’s check electronically. Customer agrees that Customer may not amend or modify the Service Agreement (including these General Terms) or the Customer’s obligations thereunder with any restrictive endorsements (such as “paid in full”), or other statements or releases on or accompanying checks or other payments accepted by Remotely and any such notations shall have no legal effect.

    4. Reconnection Fees. If Customer resumes the Service after any suspension or disconnection, Remotely may require Customer to pay a reconnection fee. Such reconnection fee is in addition to all past due charges and other fees. Reconnection of the Service is subject to Remotely’s credit policies, the Service Agreement (including these General Terms), and applicable law. It may take up to forty-eight (48) hours for the Service to resume after a reconnection.

    5. Remotely’s Right to Make Credit Inquiries. CUSTOMER AUTHORIZES REMOTELY TO MAKE INQUIRIES AND TO RECEIVE INFORMATION ABOUT CUSTOMER’S CREDIT EXPERIENCE FROM OTHERS, TO ENTER THIS INFORMATION INTO YOUR FILE, AND TO DISCLOSE THIS INFORMATION CONCERNING THE CUSTOMER TO APPROPRIATE THIRD PARTIES FOR REASONABLE BUSINESS PURPOSES. Any risk assessments conducted by either Remotely or its third party credit bureau will be done in conformance with the requirements of all applicable state and federal laws.

    6. Customer Responsibilities Concerning Billing Questions. Subject to applicable law, if Customer intends to dispute a charge or request a billing credit, Customer must contact Remotely within sixty (60) days of the date on the applicable invoice. Customer waives any disputes or credits that Customer does not report to Remotely within sixty (60) days of such invoice date.

  12. Term and Termination.

    Term. The term shall be as set forth in Section IV of the Service Agreement (the “Term”), and shall commence upon the Start Date identified therein. Customer shall have accepted the Service Agreement and be bound by its terms (including these General Terms) upon the earlier of (i) Customer’s signature on the Service Agreement, (ii) Customer’s acknowledgement or acceptance of the Service Agreement electronically, (iii) the date of any installation of the System at any Rental Community (whether by the Customer and/or its agents or by a Remotely representative), or (iv) the Customer’s use of the Service.

    Termination by Remotely. Remotely reserves the right, subject to applicable law, to act immediately and without notice, to terminate or suspend the Service if: (i) Remotely determines that the Customer’s and/or any of the Residents’ use of the Service does not conform with the requirements set forth in the Service Agreement (including these General Terms); (ii) Remotely determines that the Customer’s and/or any of the Residents’ use of the Service interferes with Remotely’s ability to provide the Service to the Customer, any of the Residents or others; (iii) Remotely reasonably believes that the Customer’s and/or any of the Residents’ use of the Service may violate any laws, regulations, or written and electronic instructions for use; (iv) Remotely reasonably believes that the Customer’s and/or any of the Residents’ use of the Service interferes with or endangers the health and/or safety of our personnel or third parties; (v) the Customer and/or any of the Residents fail to follow Remotely’s operating instructions for the System; or (vi) the Customer ceases to maintain a broadband Internet connection. Remotely’s action or inaction under this Section 12(b) shall not constitute review or approval 0f the Customer’s and/or any of the Residents’ use of the Service.

    Termination by Customer. If the Customer is not subject to a minimum term under Section IV of the Service Agreement, the Customer may terminate the Service Agreement for any reason upon giving Remotely thirty (30) days prior written notice either (i) electronically to support@remotely.com, or (ii) by mail to 1062 Delaware Street #5, Denver, CO 80204, and shall otherwise comply with the notice provisions in Section 19(m) of these General Terms.

    Effects of Termination. Upon termination of the Service Agreement pursuant to this Section 12 of these General Terms or any other provision hereof, (i) Remotely will cease all Service under the Service Agreement, (ii) each party will promptly return to the other party (or destroy) all Confidential Information of the other party, and (iii) Customer will promptly pay (within two (2) business days following such termination), all accrued Fees.

    Termination Prior to Expiration of Minimum Term. If the Customer has agreed to a
    minimum term in Section IV of the Service Agreement and the Service Agreement is
    terminated prior to the expiration of the minimum term, the Customer shall be liable to pay that portion of the blended monthly fee during the remainder of the minimum term

    to reimburse Remotely for the remaining balance of the Remotely Systems Equipment,
    including for any custom packages, as well as,
    cancellation fee of $250.00 if the Service Agreement is terminated prior to the expiration of the minimum term by either (i) the Customer for any reason, or (ii) by Remotely for any of the reasons set forth above in Section 12(b) of these General Terms.

  13. Relationship of the Parties.

    1. Independent Contractors. The relationship of Remotely and Customer established by the Service Agreement is that of independent contractors, and nothing contained in the Service Agreement (including these General Terms) or in the parties' performance of the Service Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

    2. Residents’ Limited Rights to Remotely Service. Each of the Resident Users’ only rights under the Service Agreement shall be limited to access and use of the Remotely Service, System, App and Site only to the extent that such Resident’s Rental Community residential unit has been specifically designated by the Customer for such Service. The rights and responsibilities of each such Resident shall be governed by Remotely’ Terms of Use at https://www.remotely.com/rb4/login#tos and Remotely’s Privacy Policy at https://www.remotely.com/rb4/login#privacy-policy, and no Resident shall have access to the Remotely Service, Site and App until such Resident shall have, electronically or in writing, acknowledged to have read, understood and agreed to both the Remotely Terms of Use and the Remotely Privacy Policy. THE CUSTOMER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT REMOTELY SHALL NOT HAVE ANY LIABILITY AND/OR RESPONSIBILITY TO ANY OF THE RESIDENTS OF THE CUSTOMER’S RENTAL COMMUNITIES UNDER THE SERVICE AGREEMENT (INCLUDING THESE GENERAL TERMS) IN ANY MANNER OR IN ANY RESPECT IN CONNECTION WITH OR ARISING OUT OF ANY SUCH RESIDENTS’ ACCESS TO AND/OR USE OF THE REMOTELY SERVICE, SYSTEM, APP AND/OR SITE. THE CUSTOMER IS SOLELY RESPONSIBLE AND LIABLE FOR ANY CLAIMS AND/OR DAMAGES TO ANY OF THE RESIDENTS IN THE DESIGNATED RENTAL COMMUNITIES IN CONNECTION WITH OR ARISING OUT OF THE SERVICE AGREEMENT (INCLUDING THESE GENERAL TERMS) IN CONNECTION WITH OR ARISING OUT OF SUCH RESIDENT’S ACCESS TO AND/OR USE OF THE REMOTELY SERVICE, SYSTEM, APP AND/OR WEBSITE, AND THE CUSTOMER INDEMNIFIES REMOTELY AND ANY REMOTELY RELATED PARTIES FROM ANY CLAIMS BY ANY SUCH RESIDENTS IN ACCORDANCE WITH THE INDEMNITY PROVISIONS SET FORTH BELOW IN SECTION 17(a).

  14. Confidential Information.

    1. Protection of Confidential Information. Each party will protect the other party’s Confidential Information from unauthorized disclosure or use, and use the same degree of care that such party uses to protect its own Confidential Information, and, in all cases, a reasonable degree of care. Neither party will disclose to any third party the other party’s Confidential Information without the prior written consent of the other party. Neither party will use the other party’s Confidential Information for purposes other than those necessary to directly further the purposes of the Service Agreement. Each party will be responsible for any unauthorized disclosure or use of Confidential Information by its employees and agents.

    2. Permitted Disclosure. Notwithstanding any provision in the Service Agreement (including these General Terms) to the contrary, each party may disclose portions of the other party’s Confidential Information (i) to its lawyers and accountants who have a need to know such information, and (ii) pursuant to an order of a governmental agency or court of competent jurisdiction compelling disclosure, provided that the party owning the Confidential Information will be given reasonable advance notice of such impending disclosure by the other party.

    3. Disposition upon Termination. Upon the termination or expiration of the Service Agreement for any reason whatsoever, each party will return to the other party (or destroy, as specified by the other party) all copies of all Confidential Information of the other party in such party’s possession or under its control. Within five (5) days thereafter, each party will provide the other party with a certificate, executed by an officer of such party, confirming that all copies of all such Confidential Information have been returned to the other party or destroyed, as the case may be.

  15. Disclaimers of Warranties; Equipment.

    1. Disclaimers of Warranties. EXCEPT FOR ANY WARRANTIES EXPLICITLY MADE BY REMOTELY TO CUSTOMERS IN THE SERVICE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REMOTELY MAKES NO WARRANTIES WITH RESPECT TO THE SERVICE, THE SYSTEM, THE APP, THE SITE AND ALL MATERIALS RELATED THERETO, AND DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. REMOTELY PROVIDES ITS SERVICE, SYSTEM, APP, SYSTEM AND ALL MATERIALS RELATED THERETO “AS IS” AND DOES NOT WARRANT THEIR EFFECTIVENESS, USEFULNESS OR RELIABILITY. REMOTELY DOES NOT GUARANTY ANY SPECIFIC RESULTS FROM THE USE OF THE REMOTELY SERVICE, AND REMOTELY MAKES NO WARRANTY THAT THE REMOTELY SERVICE, SYSTEM, APP AND/OR SITE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT NO REMOTELY RELATED PARTY MAKES ANY WARRANTY, INCLUDING ANY IMPLIED WARRANTY, OTHER THAN SUCH EXPRESS WARRANTIES AS MAY BE PROVIDED BY ANY SUCH REMOTELY RELATED PARTIES TO THE CUSTOMER IN WRITING.

    2. Equipment Manufacturers’ Limited Warranties. As far as permitted by applicable law, all of the component Equipment in the Remotely System selected by the Customer in Section II and Exhibits A and/or B of the Service Agreement are purchased through Remotely and provided on an “AS IS” basis, unless otherwise noted in any Limited Warranty provided by the manufacturer of each Equipment component delivered with the System. It is the Customer’s sole responsibility and liability to review any Limited Warranties that may be provided with each respective Equipment component of the Remotely System purchased by the Customer, including the Customer’s sole responsibility to timely complete and return any forms required by any such manufacturer in order to make any such Limited Warranty effective on each of the respective Equipment components in purchased Remotely System, to the extent applicable. REMOTELY ALSO STRONGLY RECOMMENDS THAT THE CUSTOMER READ THE EQUIPMENT MANUFACTURER OWNER’S MANUAL FOR ALL EQUIPMENT COMPONENTS IN THE APPLICABLE REMOTELY SYSTEM. THE OWNER’S MANUAL FOR EACH EQUIPMENT COMPONENT CONTAINS VERY IMPORTANT INFORMATION SUCH AS OPERATING INSTRUCTIONS AND EQUIPMENT TESTING AND MAINTENANCE INFORMATION. THE CUSTOMER SHOULD ALSO READ ALL INSTRUCTIONS, WARNINGS AND OTHER INFORMATION ON THE EQUIPMENT ITSELF.

    3. Battery Powered Devices. Some of the Equipment components in the Remotely System, including without limitation motion detectors, thermostats, smart locks and moisture detector, may not be designed to be connected to the electrical system of the designated Rental Community residential units, and such detection sensors require batteries to operate. THESE BATTERY POWERED DEVICES WILL NOT OPERATE IF THE BATTERIES ARE LOW OR DEAD. The Customer is responsible for providing, maintaining and replacing the batteries in these battery-powered devices and the Customer should regularly inspect such devices for dirt and dust buildup and test them regularly to help maintain continued operation.

    4. No Warranty of Virus-Free Proprietary Technology. Remotely makes no representation that any Remotely Proprietary Technology installed on the System Equipment, downloaded to System Equipment or from the Remotely Site or App, or available through the Internet, the Remotely Site or App, does not contain a virus or other harmful feature. It is solely the responsibility of the Customer and the applicable Resident Users to protect any of their respective computer hardware, software, files and data from such virus or other harmful feature. NEITHER REMOTELY NOR ANY OF THE REMOTELY RELATED PARTIES SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY COMPUTER HARDWARE, SOFTWARE, FILES OR DATA FROM A VIRUS, ANY OTHER HARMFUL FEATURE, OR FROM ANY ATTEMPT TO REMOVE IT.

  16. Limitation of Liability.

    1. Limitation of Liability. Notwithstanding anything to the contrary in the Service Agreement (including in these General Terms) or otherwise, and to the maximum extent permitted by applicable law, Remotely and any of its Remotely Related Parties will not be liable with respect to any subject matter of the Service Agreement under any contract, negligence, strict liability or other legal or equitable theory for (i) any amounts in excess of the Fees paid to Remotely by the Customer, (ii) any direct, indirect, special, incidental, exemplary, or consequential damages, however caused, (iii) any damages for lost profits or lost data, (iv) any cost of procurement of substitute goods, technology or services, (v) any lost or damaged property, loss of use of property or any applicable Rental Community, or governmental fines and charges, (vi) any damages from any failures or disruptions, untimely delivery, scheduled or unscheduled, intentional or unintentional, preventing access to the Remotely Site temporarily or permanently, or (vii) any damages incurred in any manner by the Residents at any applicable Rental Community in which Customer has requested Service hereunder or any other claims of third parties.

    2. Limitation on Scope of Service. THE CUSTOMER ACKNOWLEDGES THAT NEITHER REMOTELY NOR ANY OF ITS REMOTELY RELATED PARTIES, IS AN INSURER OF OR AGAINST, OR LIABLE FOR ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR IN OR AT ANY OF THE APPLICABLE RENTAL COMMUNITIES, WHETHER AS A RESULT OF BURGLARY, THEFT, FIRE, SMOKE, CARBON MONOXIDE POISONING, WATER LEAKAGE, INSTALLATION, SELF-INSTALLATION, OPERATION, MAINTENANCE OR REMOVAL OF THE SYSTEM, PHYSICAL HARM TO ANY PERSON, ENTRY IN OR ONTO ANY OF THE APPLICABLE RENTAL COMMUNITIES, THE CONDUCT OF ANY PERSONS IN OR ON ANY OF THE APPLICABLE RENTAL COMMUNITIES, THE PROVISION OF THE SERVICES, OR OTHERWISE. THE CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE REMOTELY SERVICE IS NOT A THIRD PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM AND THAT REMOTELY DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES TO ANY OF THE APPLICABLE RENTAL COMMUNITIES IN THE EVENT OF AN EMERGENCY, WITH RESPECT TO THE FOREGOING, REMOTELY EXPRESSLY DENIES AND DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE WHICH MAY OCCUR PRIOR TO, AT OR AFTER SIGNING THIS AGREEMENT. THIS INCLUDES LIABILITY BASED ON CONTRACT, TORT, NEGLIGENCE OF ANY DEGREE, WARRANTY (INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) AND ALL OTHER THEORIES OF LIABILITY.

    3. Limitation on Third Party Services and Products. Remotely is not responsible for any services, equipment, infrastructure, or content that is not provided by Remotely (even if it is a component of the Service, System, App and/or Site), and Remotely shall have no liability with respect to such services, equipment, infrastructure, or content, or with respect to the performance or non-performance of any such third party providers. Remotely does not endorse or warrant any third party services, products, or content that are distributed by or advertised through the Service. In addition, Remotely is not responsible for any failure on the part of a payment processor, including PayPal or any credit card company or bank that the Customer uses to fund PayPal, to direct payments to the correct destination, or any actions on their part in placing a hold on the Customer’s funds.

    4. Delays; Service Interruptions. Remotely has no responsibility or liability to the Customer or any other person for delays in the installation or repair of the System or performance of the Service, regardless of the reason, or for any resulting consequences. Remotely has no responsibility or liability for interruptions of the Service, or any resulting consequences, whether due to Force Majeure or for any cause beyond Remotely’s control. During any such Service interruption, Remotely has no obligation to supply the Customer with substitute services.

    5. For Jurisdictions Restricting Contractual Limitation of Liability Provisions. Nothing in the Service Agreement (including these General Terms, and in particular this Section 16 Limitation of Liability provision) shall attempt to exclude liability that cannot be excluded under applicable law. Notwithstanding any provision of the Service Agreement (including these General Terms), if the Customer’s jurisdiction has provisions specific to waiver of liability that conflict with any such limitation of liability provisions in the Service Agreement, then Remotely’s liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, Remotely does not disclaim liability for: (i) death or personal injury caused by Remotely’s negligence or that of any of its officers, employees or agents; or (ii) fraudulent misrepresentation; or (iii) any liability which it is not lawful to exclude either now or in the future. IF THE CUSTOMER IS A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.“ THE CUSTOMER WAIVES THIS SECTION OF THE CALIFORNIA CIVIL CODE, AND WAIVES ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

    6. Customer Release. THE CUSTOMER AGREES THAT THE CUSTOMER IS RELEASING REMOTELY AND THE REMOTELY RELATED PARTIES FROM ANY LIABILITY THAT REMOTELY AND/OR THE REMOTELY RELATED PARTIES MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THE SERVICE AGREEMENT (INCLUDING THESE GENERAL TERMS) OR THE REMOTELY SERVICE, FOR THE ABOVE-STATED REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF REMOTELY’S SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, THE CUSTOMER AGREES THAT REMOTELY AND/OR THE REMOTELY RELATED PARTIES ARE ONLY LIABLE TO THE CUSTOMER FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS. THE PROVISION OF THE REMOTELY SERVICE TO THE CUSTOMER IS CONTINGENT ON THE CUSTOMER’S AGREEMENT WITH THE PROVISIONS OF THIS SECTION 16 LIMITATION OF LIABILITY AND ALL OTHER SECTIONS OF THE SERVICE AGREEMENT (INCLUDING THESE GENERAL TERMS).

  17. Indemnity.

    1. Customer’s Indemnity. The Service Agreement is intended for only Customer’s benefit, and any benefits of and rights to the Remotely Service inuring to the Customer’s Residents in the applicable Rental Communities pursuant to the Service Agreement are expressly limited as set forth in Section 13(b) of these General Terms. Therefore, the Customer agrees to protect/indemnify, hold harmless, defend (if requested by Remotely) and release Remotely and the Remotely Related Parties from any liability, and shall reimburse Remotely and the Remotely Related Parties for any damages, losses or expenses (including reasonable attorneys' fees and court costs and disbursements) incurred by Remotely or the Remotely Related Parties in connection with any claims, suits, judgments and causes of action which relate to the Service, the System, the App and/or the Site. This protection/indemnity includes claims brought by any third party, including, without limitation, any of the Customer’s Residents in any of the applicable Rental Communities, or the Customer’s insurance company, whether the claim arises under contract, warranty, negligence, or any other theory of liability. The Customer agrees that the Customer has a duty to defend Remotely and the Remotely Related Parties against any such claims, and Remotely may require the Customer to pay for an attorney(s) of Remotely’s choice in such cases. The Customer further acknowledges and agrees that Remotely may elect to settle with the party/parties making the claim, and the Customer shall be liable for the damages as though the claim had proceeded to trial. The CUSTOMER’S DUTY TO PROTECT/INDEMNIFY REMOTELY APPLIES EVEN IN THE CASE OF REMOTELY’S OWN NEGLIGENCE.

    2. Exclusion from Customer’s Indemnity. The Customer’s duty to protect/indemnify Remotely hereunder, however, does not apply to claims based on injuries to third parties or to their property that occur while Remotely’s employees or agents were on the applicable Rental Communities and which were caused solely and directly by those Remotely employees or agents.

    3. Waiver of Subrogation. IN CASE OF ANY THIRD PARTY CLAIM OR LOSS COVERED BY THE CUSTOMER’S INSURANCE, THE CUSTOMER AGREES NOT TO LOOK TO REMOTELY OR THE REMOTELY RELATED PARTIES FOR REIMBURSEMENT. THE CUSTOMER WAIVES ANY RIGHTS THAT THE CUSTOMER’S INSURANCE CARRIER OR OTHERS CLAIMING THROUGH THE CUSTOMER MAY HAVE AGAINST REMOTELY OR ANY REMOTELY RELATED PARTY, INCLUDING ANY RIGHTS OF SUBROGATION.

  18. Insurance.

    The Customer is responsible for obtaining all insurance coverage that the Customer believes is necessary to protect the Rental Communities, and their respective business, fixtures, equipment, and possessions, as well as persons in or on said Rental Communities, including coverage for personal injury and property damage. THE PAYMENTS THE CUSTOMER MAKES UNDER THE SERVICE AGREEMENT ARE NOT RELATED TO THE VALUE OF THE RENTAL COMMUNITIES, THE CUSTOMER’S FIXTURES, EQUIPMENT, AND POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON SAID RENTAL COMMUNITIES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES, AND TAKE INTO CONSIDERATION THE PROTECTIONS AFFORDED TO REMOTELY UNDER THIS AGREEMENT. The Customer hereby releases Remotely and the Remotely Related Parties from any liability for any event or condition customarily covered by commercial property owner’s general liability, property and/or business insurance, as applicable. The Customer understands that the Remotely System and Service is designed to reduce, but not eliminate, certain risks and is primarily a home control product. The System and the Service are not intended for use as a home security or fire warning system and Remotely does not represent or guarantee that the System and Service will prevent personal injury, unauthorized entrances or fire or smoke damage to the applicable Rental Communities. Remotely and the Remotely Related Parties assume no liability for those risks.

  19. General Provisions.

    1. Entire Agreement. The provisions of the Service Agreement (including these General Terms and any exhibits) constitute the entire agreement between the parties with respect to the subject matter hereof, and the Service Agreement supersedes all prior agreements and representations, whether oral or written, regarding such subject matter. No handwritten changes to the Service Agreement shall be accepted by Remotely, and no such hand written changes shall be enforceable. Any equipment and/or additional services Remotely provides to the Customer in the future are subject to the terms of the Service Agreement (including these General Terms), as so amended. Any headings or captions of the various Sections of the Service Agreement (including in these General Terms) are for convenience of reference only, and shall in no way modify or affect the meaning or construction of any of the terms and provisions of the Service Agreement (including these General Terms).

    2. Amendments and Modifications. The Service Agreement (including any exhibits, schedules and/or attachments thereto) may not be modified or amended except in a writing signed by a duly authorized representative of each party. Any notice under the Service Agreement to add or terminate the participation of any Rental Community must be in writing, and any cancellation of any such Rental Community shall require at least thirty (30) days notice prior to termination of the Service at such Rental Community. Remotely may amend these General Terms from time to time. When Remotely amends these General Terms, Remotely will update the General Terms on the Remotely Site accordingly. The Customer must read these General Terms each time the Customer accesses the Remotely Service and the Customer’s continued use of the Service shall constitute the Customer’s acceptance of any such amendments to these General Terms.

    3. Governing Law. The Service Agreement (including these General Terms) shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of law principles. The offer and acceptance of the Service Agreement are deemed to have occurred in the State of Colorado.

    4. Arbitration. Any controversies or claims arising from or relating to the Service Agreement (including these General Terms), or the breach or validity thereof, which cannot be settled amicably between the parties, will be referred to and finally settled by arbitration. The place of arbitration shall be Denver, Colorado. The arbitration shall be conducted by the Judicial Arbiter Group by a single arbitrator. Judgment on the award may be entered in any court having jurisdiction. The arbitrator shall, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who does not prevail. This arbitration provision shall service the termination of the Service Agreement, and the Customer must contact Remotely within one (1) year of the date of the occurrence of the event or facts giving rise to the Customer’s controversy or claims (except for billing disputes, about which the Customer must contact Remotely within sixty (60) days as provided in Section 11(f) of these General Terms), or the Customer waives the right to pursue any claim based upon any such event, facts or dispute.

    5. Remedies. The Customer’s sole and exclusive remedies under the Service Agreement are as expressly set forth in the Service Agreement (including these General Terms. Certain of the above limitations may not apply if your state does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of Remotely is limited to the maximum extent permitted by law. All representations, warranties, indemnifications and limitations of liability contained in the Service Agreement (including these General Terms) shall survive the termination of the Service Agreement.

    6. Assignment. The Customer may not assign any of its rights and/or obligations under the Service Agreement (including these General Terms) to any other party without the prior written consent of Remotely. Remotely may at its sole discretion assign its rights and/or obligations under the Service Agreement to any other party.

    7. Benefit. The Service Agreement (including these General Terms) shall be binding upon the parties hereto and their respective successors and permitted assigns, and shall inure solely to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in the Service Agreement (including these General Terms) is intended for the benefit of any third-party, including without limitation any Residents or other Users in the Customer’s designated Rental Communities, and the Service Agreement (including these General Terms) does not expressly or implicitly provide any such third=party with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege. No third-party shall have any right or power to any of the provisions of the Service Agreement (including these General Terms).

    8. No Waiver; Severability. Failure by either party to enforce any provision of the Service Agreement (including these General Terms) will not be deemed a waiver of future enforcement of that or any other provision. The exercise by either party of any remedy under the Service Agreement (including these General Terms) will be without prejudice to its other remedies under the Service Agreement or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of the Service Agreement (including of these General Terms), or any portion thereof, to be unenforceable, that provision of the Service Agreement (and/or these General Terms) shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of the Service Agreement (and/or these General Terms) shall continue in full force and effect.

    9. Injunctive Relief. The parties agree that any unauthorized use or disclosure of the Confidential Information of either party, and/or of the Proprietary Technology, or a breach of the Service Agreement (including these General Terms) adversely affecting either party’s intellectual property rights, would cause irreparable injury to the injured party for which monetary damages would not be and adequate remedy and the injured party shall be entitled to equitable relief in addition to any remedies it may have under the Service Agreement (including these General Terms) or at law.

    10. Counterparts. The Service Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

    11. Electronic Media. The Customer agrees that Remotely may scan, image or otherwise convert the Service Agreement into an electronic format of any nature. The Customer also agrees that a copy of the Service Agreement produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation or arbitration. Faxed or other electronically generated signatures are binding on the parties.

    12. Force Majeure. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent performance is rendered impossible by acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, fire, flood, governmental acts or orders or restrictions, failure of suppliers or for any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing party.

    13. No Other Rights. Nothing contained in the Service Agreement (including these General Terms) shall be construed as conferring by implication, estoppel or otherwise upon either party any license or other right, except the licenses, rights and uses expressly granted under the Service Agreement (including these General Terms) to a party hereto.

    14. Notices. All notices, consents and other communications permitted or required by the Service Agreement (including these General Terms), must be in writing and given by nationally recognized overnight courier service, or by certified mail: (i) as set forth in Section I of the Service Agreement, if to the Customer; and (ii) as set forth in the Remotely signature block of the Service Agreement, if to Remotely. Either party may change its address for notice purposes by giving notice in the manner set forth in this Section. Any notice will be deemed duly given and received upon receipt.