Terms and Conditions
These Terms and Conditions control any and all Maintenance Agreements between Secure Our City, Inc. (“SOC”) and the Client being served by SOC.
These Terms and Conditions replace and supersede any and all other agreements and Terms and Conditions between the parties that conflict or are inconsistent with these Terms and Conditions. These Terms and Conditions shall control the parties’ relationship going forward on all matters and can only be replaced or modified by SOC or by way of a writing executed by SOC.
SOC is responsible for notifying Client of malfunctioning equipment, cameras or security systems covered by the parties’ Maintenance Agreement.
SOC does not guarantee the performance or condition of any equipment or systems or warrant that equipment or systems are free from defect. SOC is not responsible for providing or replacing any cameras, equipment or security systems.
SOC is not responsible for any harm, injury or lose arising from the non-performance or malfunction of any equipment, cameras or security system that SOC is monitoring.
SOC is not responsible for any consequential damages, lost profits or intangible damages arising from or under any Maintenance Agreement or these Terms and Conditions, as well as SOC’s failure to perform any condition, term or obligation herein. The extent of SOC’s financial liability to the Client under the Maintenance Agreement and these Terms and Conditions shall be limited solely to the return of six (6) months of fees paid by Client.
Client shall indemnify SOC with respect to any and all claims brought or asserted by way of a court action, arbitration, mediation, before or by a governmental body, or by way of a verbal or written threat to sue by a third party, governmental body against SOC wherein damages, injunctive relief, equitable relief or governmental penalties or fines are sought, irrespective of whether General Contractor or its subcontractors and vendors are partially or totally at fault, that arise from or relate to the Maintenance Services provided or offered by SOC. Client shall further indemnify SOC against any claims, fines, sanctions, penalties or investigations threatened, brought or asserted by any governmental body or agency. Upon receipt of a notice for indemnification by SOC, the Client shall pay all past, current and future attorneys’ fees and costs incurred by SOC, as well any costs associated with the hiring of experts and accountants with respect to the matters covered by the claim of idemnification. Client shall further indemnify SOC and pay all damages, settlements, judgments, verdicts, awards, fines, penalties and sanctions threatened or rendered against SOC or Client for which General Contractor agrees to indemnify SOC as set forth herein.
Any dispute arising under this Agreement shall be governed by the laws of the Commonwealth of Massachusetts. Any civil action is brought under or related to this Agreement shall be brought before a Massachusetts court of competent jurisdiction. All parties waive objections to Massachusetts being the proper jurisdiction or venue for the maintaining of any civil action arising under or related to this Agreement. If SOC is successful in the prosecution or defense of an action arising under or related to this Agreement, it is entitled to recovery of its attorneys’ fees and costs.
By providing project management services to SOC, Client acknowledges it has read, understood and agreed to each of the terms and obligations set forth in these Terms and Conditions.
Client, and its directors, managers, agents or employees shall not disparage or speak negatively of the business reputation of SOC or the quality of its products or services. Client shall not engage in any postings or commentary on social media or the internet in general that mentions or concerns SOC without SOC’s prior, written approval. The Client shall not speak with a member of the press or news sharing entity regarding SOC without the expressed written consent of SOC. The Client shall be liable for any all damages, including consequential damages, lost profits and lost business opportunities, as well damages for intangibles such as damage to reputation.
The Client may not assign this Agreement or any of its obligations or rights under this Agreement. SOC may assign this Agreement and any of its rights and obligations hereunder at any time without the consent of or notification to the Client.
There are no intended third party beneficiaries to this Agreement.
By accepting maintenance services from SOC, Client acknowledges it has read, understood and agreed to each of the terms and obligations set forth in these Terms and Conditions.