Wur-Link (Pots Replacement) User Agreement

THIS AGREEMENT SHALL TAKE EFFECT WHEN CLIENT (DEFINED BELOW) CLICKS THE “PLACE MY ORDER” BUTTON OR BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY CLICKING THE “PLACE MY ORDER” BUTTON OR BY ACCESSING OR USING THE SERVICES CLIENT (A) ACKNOWLEDGES THAT CLIENT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT CLIENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT THE PARTY CLICKING THE “PLACE MY ORDER” BUTTON HAS THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS.

This Wur-Link Cellular Service (POTS Replacement) Agreement (the “Agreement”) is a binding contract between the party listed in Section 2 below (“Client”) and Wurtec, Inc., whose principal business address is 6200 Brent Drive Toledo, OHIO 43611 (“Wurtec”). This Agreement governs Client’s access to and use of the Services (defined below). Both Wurtec and Client are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

1. SERVICES

Annual Services: Client agrees to pay Wurtec for the following services, payable annually in advance (the “Services”):

Wur-Link Cellular Connectivity (POTS Replacement)

at the rate of USD $360 per year/per activated SIM card

2. TERM OF THIS AGREEMENT. The initial term of this Agreement shall be for a period of one (1) year from the Effective Date (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional one (1) year periods (each, a “Renewal Term” and together with the Initial Term, collectively, the “Term”) thereafter unless Client shall have provided written notice to Wurtec Ninety at least (90) days before the end of the applicable Term.

3. CLIENT SELECTED SERVICES. Client desires and has contracted only for the specific Services itemized on this Agreement. Any additional or ancillary services over and above that provided herein shall be subject to separate written agreement with Wurtec.

4. NO WARRANTIES. WURTEC MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS..

5. INCREASES IN SERVICE CHARGES, TAXES OR OTHER FEES. Wurtec reserves the right to periodically increase the service charges provided for as adjustment for increases in the costs associated with provision of the Services. Client acknowledges that all charges for the Services set forth herein are based upon existing federal, state, and local taxes and utility charges, including telephone company line charges, if any. Should Client enter into any agreement(s) with third party service providers which purport to manage Client’s vendor compliance documents and the costs of such services are billed to Wurtec or require payment of membership fees by Wurtec in order to remain an approved services provider to Client, Wurtec reserves the right to pass through the direct costs of such services in the form of an increase in the Service fees it charges Client and Client agrees to pay same.

6. CLIENTS DUTIES AS TO USE OF SYSTEM. The Client shall be responsible for carefully and properly test activating Client’s emergency telephone system(s) on a monthly basis during the term of this Agreement. If any defect in the operation of emergency telephone system(s) develops, or in the event of a power failure, interruption of telephone service, or any other interruption at Client’s Service Location, Client shall notify Wurtec immediately. Client’s use of an automated testing service shall not relieve Client of its duties under this Section. Client shall notify Wurtec of any remodeling or any other changes to the protected premises that may affect the operation of the system. Client shall cooperate with Wurtec and/or its agents in the installation, operation, and maintenance of the system and shall follow all instructions and procedures, which Wurtec may prescribe for the operation and testing of the system.

7. DESIGNATED CLIENT PERSONNEL. To the extent the Services include any remote central station monitoring of Client’s elevator equipment at the Service Location, Client acknowledges and agrees that: (a) maintaining a true, accurate, and complete list of persons to be notified in the event of any type of emergency is a material term of this Agreement (the “Designated Personnel”); (b) Client shall provide Wurtec with all changes, revisions, and modifications to the Designated Personnel in a timely manner; and (c) Client will provide all necessary disclosures to and obtain consent from each of its Designated Personnel to lawfully permit Wurtec to contact such Designated Personnel if there is an emergency or other event that requires Wurtec to contact Client, including its Designated Personnel.

8. ASSIGNMENT BY CLIENT. This Agreement may not be assigned or transferred by Client for any reason whatsoever without the prior written consent of Wurtec and any assignment, delegation or transfer by Client in violation of this Section shall be null, void and of no legal effect.

9. ASSIGNEES AND/OR SUBCONTRACTORS. Wurtec shall have the right to assign this Agreement in whole or part to any other person, firm, or corporation and shall have the further right to subcontract or delegate any monitoring, maintenance, or other services which it may perform. Client acknowledges that the Agreement shall inure to the benefit of any assignees and/or subcontractors of Wurtec.

10. DEFAULT / TERMINATION. In the event:

(a) Client fails to pay any amount due for the Services;

(b) Client fails to comply with any of the terms and conditions hereof;

(c) of a Client Bankruptcy Event (as defined below); or

(f) Client is dissolved or its existence is terminated,

Wurtec may pursue any one or more of the following remedies, which are cumulative and non-exclusive:

Terminate all Services subscribed for hereunder by giving (5) days written notice to Client, and recover all amounts due Wurtec;

Take possession of all Wurtec-owned equipment wherever situated and for such purpose, upon reasonable written notice to Client;

By notice to Client, declare immediately due and payable all monies to be paid by Client during the applicable Term then in effect, and Client shall thereupon be obligated to pay such monies to Wurtec immediately.

Notwithstanding the foregoing, Client shall in any event remain fully liable for all reasonable damages provided by law and for all costs and expenses incurred by Wurtec on account of such default including, without limitation, all reasonable court costs and reasonable attorney’s fees. The waiver by Wurtec of any breach of any obligation of client shall not be deemed a waiver of such obligation or any subsequent breach of the same or any obligation.

Wurtec shall not deem the subsequent acceptance of payment hereunder by Wurtec a waiver of prior existing breach regardless of Wurtec’s knowledge of such prior existing breach at the time of acceptance of such payments.

For purposes of this Section, the term “Bankruptcy Event” means (w) the passing by Client of a resolution for its winding-up or the making by a court of competent jurisdiction of an order for the winding-up of Client or the dissolution of a party; (x) the making of an administration order in relation to Client or the appointment of a receiver or an administrative receiver over, or the taking possession or sale by an encumbrance of, substantially all of Client’s assets; (y) Client making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or (z) Client’s admission in writing of its inability to meet its obligations as they mature.

11. DELAYS OR INTERRUPTIONS. Wurtec assumes no liability for delay or interruption of the Services due to strikes, riots, floods, storms, earthquakes, fire, power failures, insurrection, interruption or unavailability of telephone or cable service, act of God, or for any other cause beyond the reasonable control of Wurtec and will not be required to provide Services to Client while such interruption due to any of the foregoing may continue. Wurtec assumes no liability for delay or interruption due to non-cooperation of the Client or its agents in providing access to the Service Location.

12. CELLULAR TELEPHONE SERVICE. Wurtec is responsible for providing available cellular service, as available by the chosen cellular carrier.

13. ELECTRICAL CURRENT. Client agrees to furnish any necessary electrical service and current through the Client’s meter and at the Client’s sole expense.

14. SECTION HEADINGS. Section headings and titles used in this Agreement are for reference only and are not to be construed as governing the construction of the specific provisions of this Agreement.

15. PAYMENT TERMS. All payments must be made by credit card. Client agrees to provide Wurtec with a credit card (not a debit card) in order to pay all Fees. Client also agrees to indemnify Wurtec for any claims or expenses resulting from Client providing a debit card instead of a credit card. Client agrees that Notice is not required before Wurtec processes Client’s credit card for all amounts due. Notwithstanding the foregoing, Wurtec reserves the right to suspend Client’s access to the Services, without any liability to Client, for any overdue amount that is not reasonably in dispute and that remains unpaid within seven (7) calendar days of Client’s receipt of written Notice from Wurtec demanding payment of such overdue amounts. In the event that any Services are required to be disconnected by Wurtec as a result of non-payment of any Fees or other amounts due, then Wurtec reserves the right to charge Client for a reconnection fee in connection with re-connecting Client to the Services.

16. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard for any conflict of law rules or principles that would result in the application of laws other than those for the State of Ohio. For any dispute, matter of construction or interpretation, controversy, or other proceeding arising out of or in connection with this Agreement, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts for Lucas County, Ohio and irrevocably waive any claim or challenge that the jurisdiction of or venue in such courts is improper.

17. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, INCLUDING ANY OF ITS EXHIBITS, SCHEDULES, AND ANY DOCUMENTS INCORPORATED BY REFERENCE IN ANY OF THE FOREGOING, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

18. ENTIRE AGREEMENT/MODIFICATION/WAIVER. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement can be modified only in writing signed by the Parties or their duly authorized agent. No waiver or a breach of any term of this Agreement shall be construed to be a waiver of any succeeding breach.

19. SEVERABILITY. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

20. ELECTRONIC EXECUTION. The Client agrees that by clicking the “PLACE MY ORDER” button, this Agreement shall be legally binding and have the same force and effect as an original wet ink signature.