SmartCompanion Program Service Agreement

Welcome to the SmartCompanion Program! This Service Agreement (“Agreement”) outlines the terms and conditions of the Program, including instructions on payments, installation and device return.

Installation of the SmartCompanion Device and use of the SmartCompanion Program Services shall constitute the acceptance of this Agreement. Please read carefully.

1. Program Services.

As a member of the SmartCompanion Program, you will be provided with the following:

• Fully customized and pre-programmed voice activated digital assists (“SmartCompanion”);
• 24 hour/7 days a week access to the Constant Companion Emergency Monitoring Unit via a private, secure and fully encrypted network connected through SmartCompanion;
• Installation, training and as-needed assistance with SmartCompanion.

The SmartCompanion Program does not include internet services or a direct connection to any Program Services. Client must provide its own connection through a third-party internet provider.

2. Program Monthly Service Cost.

The total Monthly Service Cost consists of the SmartCompanion Program base price selected plus additional upgrades, if applicable.

You selected the ____________ system with the following upgrades: ________________________

Your total monthly cost is $_______________ and your first payment is due on _______________. Subsequent payments will be due on the first date of the month and are applicable to that month’s services. Failure to pay your bill in a timely may result in suspension in services (See paragraph 4 for details).

Check your bill for details on due dates, amounts due and payment options.

3. Billing and Payment.

You will receive a bill each month that outlines the total amount due for the upcoming month, the due date and payment options.

4. Late Fees/Suspension/Termination of Services for Failure to Pay.

Late Fees: Payments are due on the first date of the month. Payments not received by the 5th of the month shall be considered late and may result in a late fee.

Suspension of Services: Payments not received by the 15th of each month may result in the suspension of services. Suspension of services includes cutting off access to the SmartCompanion device and disabling wireless connection. During the period of time your account is in Suspended status, you will not receive daily reminders, calls via the SmartCompanion device and other services utilized. Note: This includes access to the 24 hour/7 days a week Constant Companion Emergency Monitoring Unit.
We will not be responsible for any losses, injuries or damages of any kind and you agree to waive any claims for such that occur during or as a result of any account Suspension status.

Termination of Services for Failure to Pay. Two consecutive missed payment may result in termination of SmartCompanion Program services. Upon termination of services, you will be required to return all SmartCompanion Program equipment within fifteen (15) days. Failure to do so will result in additional fees, including, but not limited the expense and cost of replacement.

5. SmartCompanion Device/Hardware Ownership

At no time under the terms of this Agreement or your participation in the SmartCompanion Program does the Client obtain any ownership interests or rights of any kind in the SmartCompanion Device, the Hot-spot or any other hardware/equipment delivered as part of this Agreement (“Equipment”).

Client is responsible for return of all Equipment at termination of this Agreement for any reason. Failure to do so wil result in additional fees, including, but not limited to the expense and cost of replacement.

6. Service and Repairs.

Client agrees to use the Equipment for its intended purposes and not subject the Equipment to any potential damage or loss of use. Damage or loss caused by usage outside the intended purposes shall be the sole responsbility of the Client.

We will use our best efforts to respond to service calls related to the Equipment in a timely manner. We will attempt to correct interruptions of Service, due to technical malfunction, at our cost. However, costs incurred due to interruptions of service due to Client’s negligence, rewiring or other problem not the fault of the SmartCompanion Program or Equipment (as determined by our sole judgment), may be charged to the client.

SmartCompanion Program shall have no liability for interruption of Service due to circumstances beyond its control, including without limitation, acts of God, natural disaster, regulation or government acts, fire, civil disturbance, strike or weather.

7. Term of Agreement.

The terms of this Agreement shall be monthly. Client may cancel by providing 30-days notice and completing return of the Equipment. Cancelation will become effective 30-day following notice AND our receipt of the Equipment, whichever occurs last. Charges may continue during this time.

Upon cancellation, Client shall remain responsible for all payments due under this Agreement.

8. Disclaimer of Warranty – Limitation of Liability

CUSTOMER EXPRESSLY AGREES THAT USE OF THE EQUIPMENT AND SMARTCOMPANION PROGRAM IS AT CUSTOMER’S SOLE RISK. NEITHER THE UNDERSIGNED OR THEIR AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT OR INFORMATION SERVICE PROVIDERS OR LICENSORS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE.

THE SMARTCOMPANION PROGRAM SERVICES, THE EQUIPMENT AND THE SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

IN NO EVENT (INCLUDING NEGLIGENCE) WILL THE UNDERSIGNED OR THEIR AFFILIATES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICE (INCLUDING THE CONTENT INCLUDED THEREIN OR THE INFORMATION SERVICES ACCESSED THEREBY), THE EQUIPMENT OR THE SOFTWARE, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR OUT OF THE BREACH OF ANY WARRANTY.

9. Indemnification.

Customer agrees to defend, indemnify and hold harmless the Undersigned, its affiliates and third party content and service providers and their respective officers, directors, employees and agents, from and against all claims and expenses, including attorneys’ fees, arising out of the use of the SmartCompanion Program Service by Customer or otherwise arising out of the use of the Equipment.

10. Miscellaneous.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. Receipt of Equipment or execution of this Agreement shall constitute acceptance of the terms and conditions herein. This Agreement shall be construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws rules. In the event that any portion of this Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable laws as nearly as possible to reflect the original intentions of the Parties as set forth herein, and the remainder of the Agreement shall remain in full force and effect. No waiver by either Party of any breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default.

11. Not Responsible for Service Interruption Due to Third-Party Internet Suspension.

Client is responsible for maintaining internet connection through a third-party provider. The SmartCompanion Program is not responsible for any loss, disruption or termination of service due to any action taken by Client’s third-party internet provider.

Installation of the SmartCompanion Device and use of the SmartCompanion Program Services shall constitute the acceptance of this Agreement. Please read carefully.