These Terms and Conditions (“Terms and Conditions”) apply to any order (“Order”) submitted by you as the customer (“Customer”) to Apartment Guardian Inc. dba PanicTap™ (“Company”) to subscribe to our PanicTap™ Service as set forth below. Customer is sometimes referred to as “you” or “your”. Company is sometimes referred to as “we”, “us” or “our”.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
THESE TERMS AND CONDITIONS INCLUDE A MANDATORY ARBITRATION PROVISION THAT DISALLOWS CLASS ACTIONS, A CLASS ACTION WAIVER PROVISION, AND A JURY WAIVER PROVISION.
COMPANY RESERVES THE RIGHT TO CHANGE OR MODIFY THESE TERMS AND CONDITIONS AT ANY TIME IN ITS SOLE DISCRETION. NOTICE OF ANY SUCH CHANGES TO THESE TERMS AND CONDITIONS WILL BE PROVIDED BY COMPANY BY POSTING A NOTIFICATION ON THIS WEBSITE OR UPDATING THE DATE REFERENCED AT THE TOP OF THE REVISED TERMS AND CONDITIONS OR AS OTHERWISE DEEMED APPROPRIATE BY COMPANY. COMPANY’S RIGHT TO REQUIRE STRICT OBSERVANCE AND PERFORMANCE OF THESE TERMS AND CONDITIONS SHALL NOT BE REDUCED, VITIATED, OR OTHERWISE AFFECTED BY ANY CURRENT OR PAST WAIVER OF ANY OF THESE TERMS AND CONDITIONS (OR BY ANY PREVIOUS COURSE OF DEALING).
We respect your security and privacy. By using our Services, you understand that you consent on your own behalf and on behalf of your employees and contractors if you are an entity subscribing to our Services to the collection, use and disclosure of your personally identifiable information as well as any non-personally identifiable information, which is described in our Privacy Policy in more detail.
If you are an entity purchasing the Service, then you represent and warrant that you have the right to agree to these Terms and Conditions and bind both the entity as well as your employees and contractors.
These Terms and Conditions apply to all Orders submitted by Customer through Company’s website or otherwise. By placing an Order, you affirm that you have read these Terms and Conditions and expressly agree, consent to, and accept the terms and conditions contained herein as of the date you submit your Order (the “Effective Date”). These Terms and Conditions shall not be modified or altered in any respect by any other agreement entered into between the parties unless it is signed by both parties. In the event of any inconsistency in terms between these Terms and Conditions and any other agreement between the parties, these Terms and Conditions shall prevail.
At the touch of the panic button, the PanicTap™ device provided gratis by the Company (the “Device”) is designed to provide its user with a means to communicate, via available cell networks and WiFi, with 911 call centers that dispatch municipal police, fire departments, paramedics and/or other public safety agencies (collectively, “Emergency Responders”) to the user’s location (the “Services”). The Service subscribed for in accordance with these Terms and Conditions is generally available twenty-four (24) hours a day, three hundred sixty-five (365) days a year, in the contiguous United States, Hawaii and Alaska (but excluding any other territories controlled by the United States) and in Canada, provided that your Device has cellular network access (as more-fully described herein). Included with the Service is web-accessible Dashboard which allows Customer to view all their devices, edit names, add alert contacts, request device locations and more. In addition, for an additional fee, at your request, the Company will provide you with Beacon(s) to enhance location precision using the Device.
When a Customer places an Order, such Order will not be deemed accepted by Company unless and until an Order acknowledgment is sent to Customer via email or otherwise by Company (“Order Confirmation”). Orders accepted by Company may not be cancelled by Customer without Company’s express written consent, which Company may withhold in its sole discretion. All Orders are subject to the availability of the PanicTap™ Device. Company reserves the right to impose quantity limits on the number of Devices requested in any Order, to reject all or part of an Order, and to discontinue the Device or Services without notice, even if you have already placed your Order. Also, even if an Order has been accepted, Company may subsequently cancel such Order in whole or in part due to Device availability, price change, if the incorrect Device and/or monthly price for Services was displayed on Company’s website, or as otherwise determined by Company in its sole discretion. Customer will be notified of any order cancellation and any amounts Customer has paid to Company in respect of such Order shall be refunded to Customer as set forth in the “Billing and Payments” paragraph of these Terms and Conditions.
When submitting your Order, you agree to subscribe to Company’s Services for the specified contract length selected (i.e., month-to-month, 1-year or 2-year) (each a “Subscription Term”) for each of the specified number of Devices in your Order (each a “Subscription”). With each Subscription, one (1) Device will be provided to you free of charge. You will own the Device, are solely responsible for all care and maintenance related to the Device, and are under no obligation to return the Device to Company at any time (even after a Subscription terminates). The Subscription Term shall begin on a date as specified by the Company, usually the first of the month. After the initial Subscription Term ends, the Subscription shall automatically renew on a month-to-month basis, unless terminated pursuant to these Terms and Conditions.
You acknowledge and agree that the fees due under any Subscription Term selected for your Device are based on your agreement to receive and pay for the Services for full Subscription Term.
You agree that the early termination fee referenced above (and applicable to you) represents the amount of damages Company would suffer for an early termination of a Subscription (and not a penalty). You hereby authorize Company to charge such early termination fee against the credit card information you provided to Company with your Order, or alternatively, if the Company invoices you for such fee, you agree to pay such fee within thirty (30) days.
If there is a management change or an ownership change in connection with an individual property, then you may cancel for that individual property as set forth above without the payment of any early termination fee.
Company may elect to terminate the Services it is providing you at any time. You understand and agree that Services may also be terminated by Company in the event you: (i) fail to pay your Subscription Fee by the payment due date; or (ii) breach these Terms and Conditions. Upon termination of Services for any reason, the Services as well as the SIM card used in the Device will be deactivated for the Device associated with each terminated Subscription.
When you sign up for the Service, you can select whether an alert goes to 911 or a professional monitoring service of your choice (cost is payable by you). You acknowledge and agree that (i) signals transmitted by Device may be monitored by Emergency Responders and monitoring companies and that such Emergency Responders and monitoring companies are not the agents of Company, and (ii) Company does not assume any responsibility for the manner in which such signals are monitored by either Emergency Responders or monitoring companies or the response, if any, to such signals by either Emergency Responders or monitoring companies. Customer agrees to indemnify, defend and hold Company harmless for all actions taken by Emergency Responders and monitoring companies.
If the Device is used to call, contact, hail, summon, or request any Emergency Responders, you shall (i) pay, without reimbursement from Company, or (ii) reimburse Company, for any fines, fees, costs, expenses or penalties assessed against you or Company by any court or governmental agency, for any reason. In the event the Device is used to call, contact, hail, summon, or request any Emergency Responders, Emergency Responders may use forcible means to gain access to you, which may result in damage to your or another’s premises. Such damage, cost and expense shall be borne solely by you without recourse to Company or Company’s employees, officers, directors, owners, affiliates, and agents (collectively, “Representatives”). Company has no control over the actions of any Emergency Responders. Company has no control over the response time of any Emergency Responders. In addition to utilizing the Device provided by Company under these Terms and Conditions, you acknowledge and understand that you may be able to reach Emergency Responders by telephone including, in many areas, by dialing 911, and agree to do so, to the extent telephone service is available to you. You hereby release Company fully from all claims, losses and damages that may arise from any forced entry or any delayed response by any Emergency Responders.
These Terms and Conditions apply to all users of your Device. You are solely responsible and liable for all activities of users of your Device, including all access to or use of the Services. Without limiting the foregoing, it is your sole responsibility to: (i) inform other users of your Device that their access to and use of the Services is subject to these Terms and Conditions; (ii) direct all users of your Device to access training materials and other resources, and (iii) ensure that at all times other users of your Device comply with the applicable terms of these Terms and Conditions (as may be updated from time to time).
You agree that: (i) you have the right and authority to enter into these Terms and Conditions and are legally able accept these Terms and Condition on behalf of yourself and the users of your Device(s); (ii) you will monitor access and use of the Services by you (or your users) in connection with your Device to ensure that, at all times, such access and use is lawful and complies with these Terms and Conditions; (iii) you will keep your account information with us current, accurate and complete, including your legal name, address, phone number, payment information; (iv) you will be responsible for all costs and expenses, including taxes, losses, and liabilities, incurred in connection with your use (or your users use) of your Device and the Services or with these Terms and Conditions in any way; (v) you (or your users) will not copy, reproduce, distribute, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with or damage the Device or use the Device is any manner not authorized by us; (vi) you (or your users) will not use the Device or Services for any unlawful purpose, to harass any person, or for any purpose not allowed by us; (vii) you (or your users) will not remove, modify, or obscure any copyright notices, trademarks, or other proprietary rights notices on or contained in or on any portion of the Device or any information or other materials obtained in connection therewith; (viii) the Device will in all cases be used by you (or your users) for the signaling and response for which it is intended; (ix) you (or your users) will not cause an excessive number of false alarms; (x) you (or your users) will not use the sim card provided in the Device with other third-party products, or use the Device with a sim card from another third-party provider; (xi) you (or your users) will follow any recommendations Company may make for the repair or replacement of a defective Device; and (xii) you (or your users) are at least 18 years or older to use the Device and the Services provided hereunder in accordance these Terms and Conditions. Failure to adhere to any these obligations will constitute a breach of these Terms and Conditions.
Subject to the following limitations, terms, and conditions, Company warrants to you as follows: it has the right to license the Service on the terms and conditions set forth herein, and that use of the Service does not infringe any trademark, patent or copyright or misappropriate any trade secret of a third party.
You acknowledge and understand that Company cannot guarantee the Service or the Device will keep you safe from assailants, attackers, invaders, etc. You acknowledge and understand the Device is solely designed to provide a means to communicate to Emergency Responders. The Device is not designed for, nor should it be used for any other purpose. Company makes no guarantees, warranties or assurances that Emergency Responders will be able to provide assistance or protect you from harm. Company makes no guarantees, warranties or assurances that Emergency Responders will be able to reduce or prevent death, or bodily injury or harm or damage to property.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE DEVICE AND SERVICES, INCLUDING ANY INFORMATION OR SOFTWARE INCLUDED THEREIN, ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, WE AND/OR OUR REPRESENTATIVES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE DEVICE AND SERVICES, INCLUDING ANY INFORMATION AND SOFTWARE INCLUDED THEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF OUR DEVICE AND SERVICES IS AT YOUR OWN RISK. Some jurisdictions do not allow the exclusion of implied warranties, so the foregoing exclusions may not apply to you.
You acknowledge and understand that cellular networks, signals and services can be unreliable from time to time, which may affect Company’s Device and Services, including but not limited to impacting or preventing calls from transmitting, causing calls to drop, or outright failure to communicate.
NOTWITHSTANDING ANYTHING IN THE CONTRARY HEREIN, IN NO EVENT SHALL WE AND/OR OUR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR ATTEMPTED USE OF COMPANY’S DEVICE AND SERVICES, INCLUDING BUT NOT LIMITED TO A DELAY OR INABILITY TO USE THE DEVICE AND SERVICES FOR ANY REASON WHATSOEVER OR TO THE TRANSMISSION OF EMERGENCY SIGNALS OR COMMUNICATIONS OVER CELLULAR NETWORKS, AND THESE TERMS AND CONDITIONS, EVEN IF WE AND/OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. OUR LIABILITY, AND THE LIABILITY OF OUR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, AND THE SOLE REMEDY AGAINST US AND/OR OUR REPRESENTATIVES, SHALL BE LIMITED TO THE TOTAL SUM OF $75 PER SUBSCRIPTION. THE LIMITATION OF LIABILITY SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE IS A FUNDAMENTAL ELEMENT OF THE CONTRACT BETWEEN US AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT ALWAYS APPLY.
Excluding claims for fraud, willful injury to person or property or violations of law, if anyone other than you, including your insurance Company, asks Company or any of its Representatives to pay for any claims, losses, damages, liability, fines, fees, costs, expenses or penalties (including economic losses, property damage, personal injury, or death) (collectively, “Claims”) arising out of or from, in connection with, related to, as a consequence of, or resulting from any reason, including (i) active or passive, sole, joint or several negligence of any kind or degree of Company or any of its Representatives, whether before or after your acceptance of these Terms and Conditions, (ii) improper operation of Device, the failure of the Device to operate, or the inability to access or use the Services, (iii) breach of contract, or (iv) any claims for subrogation, contribution or indemnification, you agree to be liable for and to pay (without any condition that Company or any of its Representatives first pay) for all such Claims, including attorneys’ fees, as incurred, which may be asserted against or incurred by Company or any of its Representatives in connection with any and all such Claims. Without limiting the foregoing, in the event that Company or any of its Representatives are sued or made a party to any action or claim, directly or indirectly, arising out of or in any way connected with your use of Devices or purchase of any Services sold by Company, any such claim or action is subject to the foregoing indemnity.
These Terms and Conditions are binding on Customer, its employees and contractors, Customer’s heirs, executors and administrators.
The laws of the State of California govern the interpretation of these Terms and Conditions, without reference to choice of law principles.
Any claim or controversy arising out of or relating to the use of our Device or Services provided by us, or to any acts or omissions of other users for which you or your employees or contractors may contend we are liable, including but not limited to any claim or controversy (“Dispute”), shall be finally, and exclusively, settled by arbitration in Riverside County in the State of California, from which arbitration there shall be no appeal. The arbitration shall be held before one arbitrator. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive laws of the State of California, except that the interpretation and enforcement of this arbitration provision shall be governed by the U.S. Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefore. Each party shall bear its own costs and attorneys’ fees. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under these Terms and Conditions with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THESE TERMS AND CONDITIONS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and we otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE DEVICE OR SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS AND CONDITIONS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
These Terms and Conditions are not assignable by Customer except upon written consent of Company first being obtained, which consent may be withheld, provided that if a property is sold or the management entity is changed, then this contract may be assigned to the new owner or the new management agency with the provision of notice to Company. Company shall have the right to assign these Terms and Conditions or to subcontract any of its obligations under these Terms and Conditions without notice to Customer.
If you or Company shall waive any breach of these Terms and Conditions, it shall not be construed as a waiver of any subsequent breach. Your right and Company’s rights hereunder shall be cumulative, and any rights hereunder may be exercised concurrently or consecutively and shall include all remedies available even though not expressly referred to herein.
These Terms and Conditions contain the entire agreement between you and Company concerning the transactions described in these Terms and Conditions and supersede all prior or current negotiations, commitments, contracts, express or implied, warranties, express or implied, statements and representations, written or oral, pertaining to such matters, all of which are merged into these Terms and Conditions. These Terms and Conditions cannot be altered, other than in writing signed by an officer of Company. In the event of any inconsistency or conflict between these Terms and Conditions and any provision in any Customer-submitted Order or writing, in any other document writing, or any oral arrangement in connection with an Order of any Device and Services, these Terms and Conditions shall govern and control (and any inconsistent provisions shall be void). In executing these Terms and Conditions, Customer is not relying on any advice or advertisement of Company. NO PERSON ACTING ON COMPANY’S BEHALF HAS ANY AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY “INDUCEMENT”) NOT EXPRESSED HEREIN. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU REPRESENT THAT YOU ARE NOT RELYING ON ANY INDUCEMENT THAT IS NOT EXPRESSED IN THESE TERMS AND CONDITIONS.
Should any provision hereof (or portion thereof), or its application to any circumstances, be held illegal, invalid or unenforceable to any extent, the validity and enforceability of the remainder of the provision and these Terms and Conditions, or of such provisions as applied to any other circumstances, shall not be affected thereby, and shall remain in full force and effect as valid, binding and continuing.
If you have any questions about these Terms and Conditions, please contact us at support@panictap.com.