Argos New Customer Terms & Conditions

ARGOS SYSTEM MONITORING AGREEMENT

Parties. In this Agreement, the terms “you” and “your” refer to “Name” as listed above in the online form and the terms “we,” “us,” and “our” refer to Havensmart, LLC, and its successors or assigns. Other terms are defined herein.
Background

• We are in the business of monitoring certain waste processing equipment, primarily lift station grinder pumps, for failure codes using proprietary monitoring equipment, software, and communication facilities (collectively, the “ARGOS System”).

• You own, lease, or otherwise rightfully occupy property (“your Property”) at the following address as submitted on the online form.

• Both you and we (sometimes referred to herein as “the parties”) wish to make our ARGOS System based monitoring services (“Services”) available to you at your Property in accordance with the terms and conditions of this Agreement.
In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Terms and Conditions

1) Services Commencement. Services will be deemed to commence when all of the following have occurred. First, we have processed your paperwork and billed your credit card for the first year of Services and the equipment deposit fee as listed on your invoice and, second, notifications and signals are transmitting from the ARGOS System installed on your Property and have been validated by us.

2) Services Term. The term of this agreement shall be deemed month to month even though the annualized Subscription Fee must be paid to us by you in advance. Upon the tenth (10th) month following Services Commencement and annually thereafter, unless you cancel this Agreement in writing and allow us to remove the ARGOS System from your Property, you authorize us to charge your credit card for another annualized Subscription Fee at the same rate or higher, as may be adjusted under Provision 10. This procedure will be repeated annually unless either of the parties cancels this Agreement. Any cancellation of this Agreement must be done in writing 30 days in advance before the cancelation becomes effective.

3) Refunds. Upon receipt of your cancellation notice, we will attempt to remove the ARGOS System from your Property. You agree to assist in that effort and make your Property available to us during normal business hours. You agree to reimburse us for costs incurred removing the ARGOS System from your Property including labor and equipment charges at our prevailing labor rates where your Property is located. We may charge these removal costs to your credit card if there are insufficient advanced Service Fees on your account. Otherwise, we may deduct these removal costs from the advanced Services Fees on your account as part of the refund process. Your interference with our attempts to recover the ARGOS System from your Property will be deemed a continuation of the Services for which Subscription Fees will continue to accrue.
YOU AGREE THAT THE SERVICES AND YOUR SUBSCRIPTION FEE OBLIGATIONS WILL CONTINUE UNTIL WE HAVE REMOVED THE ARGOS SYSTEM FROM YOUR PROPERTY (UNLESS WE ARE THE SOLE CAUSE OF THE DELAYED REMOVAL)

4) Past Due Charges. Should your account become ‘PAST DUE’ for any reason, We may cancel this Agreement immediately and without further notice. Alternatively, we may suspend the Services until you bring your account balance to date and pay a $50 recommencement fee. You acknowledge that your account balance will continue to increase until we have removed the ARGOS System from your Property.

5) Liability and Warranty Disclaimer. You waive any claim against us under or related to this Agreement for any damages whatsoever whether direct, indirect, special, consequential, incidental, or punitive except that we will be liable to refund you for any advanced Subscription Fee for which we failed to provide the Services. We disclaim any liability for any liability, cost, expense, injury, damage, or loss whatsoever related to your loss of use of, or damage to, your Property related in any way to this Agreement or the Services or our failure to provide the Services. The essence of your bargain is the opportunity for the Services to enhance the serviceability, operation, or function of your Property. Actual enhancement is not what you bargained for, but you acknowledge that our collection of aggregated data generated by the Services may improve the enhancement opportunity you bargained for. Accordingly, you agree that we may include your data in our collection of aggregated data. We are not an insurer and this Agreement is not an insurance contract. We are not a surety and this Agreement does not form a suretyship relationship between the parties and another. This is not a service contract for the purpose of spreading the risk and cost of repairing your Property amongst a class of shareholders, stockholders, or any other classification of persons who have entered into similar agreements with us. We do not guarantee that the ARGOS Systems provides full or even partial protection you intended it to provide. Without limiting any other rights under this Agreement, we may cancel this Agreement for our convenience and without further notice if we determine that any part of your Property is: a) in poor working order; b) has not been repaired after you has been notified service is needed; c) is triggering excessive signals – more than 5 during a 30 day period; or d) is used improperly by you or anyone using it with or without your assent. ACCORDINGLY WE DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY NOT EXPRESSED SPECIFICALLY IN TERMS COMMONLY RECOGNIZED AS CREATING A WARRANTY OBLIGATION UNDER THE LAWS OF THE STATE OF FLORIDA.

6) Communication Link Warranty. You warrant that the portion of your Property necessary for us to provide the Services utilizes a cellular radio that communicates with our monitoring system via cellular service. You acknowledge and that the serviceability of any communication path is COMPLETELY BEYOND OUR CONTROL. You agrees to hold us harmless for any and all loss as a result of any and all forms of communication failure relating to the Services.

7) Communication Charges and Changes. You agree to pay for all telephone line charges and/or transmission charges brought about, but not limited to: changes in line fees, rates or service levels and those fees, taxes and adjustments levied by service providers, local, state or federal governments; changes in tariff regulations for any service provided within the entirety of this agreement; changes to, splitting of or adding area codes. You agree to reimburse us if we incur any of the above fees or programming charges required to comply with those changes related to providing the Services.

8) Excused Performance. We disclaim any liability for failure to perform because of, but not limited to, labor trouble, riots, floods, power outages, communication failures, acts of God, or any catastrophe or condition beyond its control. You agree that in any of the foregoing circumstances we are legally excused from providing the Services. Without limiting any other rights under this Agreement, we may cancel this Agreement for our convenience and without further notice if any telephone carrier discontinues certain grades of service, if your premises including communication capability or our equipment should be destroyed or rendered inoperative by fire or other catastrophe, or for any other reason legally excusing us from performing the Services.

9) Permits and Compliance. If your local water department requires a permit or approval before we can provide the Services, you agree to pay for, obtain, and immediately forward to us a copy of permit/approval at our address included in this Agreement. You understand and accept that we are not responsible for maintaining your permit/approval, paying local fees associated with permits or permits of any kind. You assumes all responsibility and liability for the maintenance and compliance with local, state and federal regulations as they currently apply to services and you agree to diligently follow and pay for all local, state and federal ordinances as they apply to your relationship with us for the life of their mutual business relationship.

10) Price Increases. We shall have the right to annually increase the Subscription Fee to reflect any additional taxes, licenses, permits, insurance premiums, fees or charges which hereafter may be imposed on us by any utility, governmental agency or insurance carrier(s) relating to the service(s) provided under the terms if this Agreement and you agrees to pay the same or cancel service. You further agree that we may annually increase the Subscription Fee in an amount not exceeding 5% per annum.

11) ARGOS System Ownership. This Agreement is neither a sales contract nor an equipment lease agreement. This Agreement neither conveys nor obligates us to convey to you any right, title, or interest in the ARGOS System. The ARGOS System is and will remain our property and does not constitute an improvement to your Property. The ARGOS System is not a fixture upon your property. This Agreement is not a bailment, and you have no right of possession in the ARGOS System. We may remove the ARGOS System from your property without need for a judicial hearing or the placement of a bond. You hereby grant us the right to affix the ARGOS System to your Property for all purposes related to this Agreement including our right to provide the Services. If you prevent or hinder our recovery of the ARGOS System from your Property, you agree that we may specifically enforce our rights under this provision and recover our reasonable attorney fees and court costs in doing so. You agree we may install and maintain a tasteful yard sign and window decal advertising the ARGOS System.

12) Surviving Terms and Conditions. If any terms or provisions of this Agreement shall be determined to be invalid or inoperative, all of the remaining terms and provisions shall remain in full force and effect

13) Non-Assignment. This agreement is not assignable by you without our written consent. Any attempted assignment by you without our advance written consent is null and void. We may assign this Agreement or subcontract any of obligations under it. There are NO VERBAL understandings changing or modifying this Agreement.

14) Integration. This Agreement is a full expression of the parties regarding its subject matter. Any earlier agreements between the parties related to the subject matter of this Agreement are hereby superseded. Neither party may later offer evidence contradicting the terms and conditions of this Agreement.