1. MOBILE PERSONAL EMERGENCY RESPONSE SYSTEM REMAINS PERSONAL PROPERTY: The Mobile Personal Emergency Response System (hereinafter referred to as MPERS System) The MPERS System may be in the form of a software program also known as an “APP” and or a hardware device.
2. SCHEDULE OF EQUIPMENT/SERVICES:
Description of Equipment:
MPERS App to be installed by Subscriber
Communication By: Customer Provided Device
Equipment: Customer Provided Device
Service: First Alert App
3. CANCELLATION AND REFUND POLICY: All paid service fees are non-refundable unless otherwise agreed with the Subscriber in writing
4. PURCHASE AND SERVICE CHARGES: Subscriber agrees to pay FIRST ALERT :
a) The pre-determined fixed sum in advance for monitoring service of EACH of the MPERS Systems for the term of this agreement
5.TERM OF AGREEMENT/RENEWALS: The term of this agreement shall be for a period of 1 month or one year, depending on the package selected.
6. INCREASES OF MONTHLY CHARGE: FIRST ALERT shall be permitted to increase the charges provided for herein at any time or times after the expiration of one month from the date hereof, upon giving 15 days' notice to Subscriber in writing.
7. WIRELESS CAPABILITIES: MPERS System may communicate by wireless cellular transmission. FIRST ALERT does not provide wireless access or communication pathways, computer, smartphone or electric current connection. FIRST ALERT is not responsible for Subscriber’s access to the cellular or radio service or any interruption of service or downtime caused by loss of cellular, radio or any other mode of communication. FIRST ALERT is not responsible for the security or privacy of any wireless network system. Subscriber acknowledges that FIRST ALERT provides no response to a MPERS System signal except notification to the appropriate party and that the provisions of this agreement exculpating and limiting FIRST ALERT ‘s liability are fully applicable to the MPERS System service. FIRST ALERT may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement or in the event FIRST ALERT’s designated central office facility or communication network is nonoperational or Subscriber’s system is sending excessive communication. FIRST ALERT’s designated central station is authorized to record all images, video, and audio conversations and shall own such recordings and any electronic data regarding Subscriber’s services.
8. GPS MONITORING /MOBILE TRACKING: Subscriber has or shall download the FIRST ALERT App to Subscriber’s GPS enabled cellular device which downloads the software enabling FIRST ALERT to monitor the location of Subscriber’s cellular device via the cellular network for the duration of this agreement. FIRST ALERT is licensed to monitor the FIRST ALERT App.
Mobile Tracking is designed to track individuals who will have on their person the Mobile Tracking Device. The device will work globally, within areas where mobile tracking has coverage and FIRST ALERT has no control over such coverage. Mobile devices may not be able to be tracked with exact precision, and FIRST ALERT will have no liability for the inability to report the exact location at any particular time, but FIRST ALERT will use its best efforts to report all available tracking information. FIRST ALERT is authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive owner of such property. Subscriber is responsible for all permits and permit fees that may be required, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse FIRST ALERT for any fines relating to permits or the services to be provided. FIRST ALERT shall monitor GPS/Mobile Tracking signals and communications received from the mobile tracking equipment. Upon subscriber’s request FIRST ALERT shall make every reasonable effort to locate the tracking device and if appropriate notify the police, medical, fire or other municipal authority deemed appropriate in FIRST ALERT’s absolute discretion, and such other person Subscriber has requested receive notification of such location on Subscriber’s Call List. Subscriber agrees to furnish FIRST ALERT with a written Call List of names and telephone numbers of those person Subscriber wishes to receive notification of emergency conditions together with a list of all medication, allergies and medical conditions Subscriber wishes to be available to all MPERS personnel and medical personnel. All notifications by FIRST ALERT or its designated communication centre shall be by telephonic communication and FIRST ALERT or its designated communication centre shall be deemed to satisfy its monitoring response service by reaching the first agency or person designated on the Call List. Unless otherwise provided in the Call List FIRST ALERT will make a reasonable effort to contact the first person reached or notified on the list either via a telephone call, text or email message. No more than one call to the list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with FIRST ALERT’s notification obligation. Subscriber agrees to keep the call list up to date with current information.
9. MPERS SYSTEM CENTRAL OFFICE MONITORING: Upon receipt of a signal, FIRST ALERT or its designated central office, shall make every reasonable effort to notify the appropriate EMT, emergency personal response service or person designated by Subscriber in Subscriber’s Call List to receive a notification. Subscriber acknowledges that signals which are transmitted through communication networks beyond the control of FIRST ALERT and are not maintained by FIRST ALERT, and therefore FIRST ALERT shall not be responsible for any equipment failure which prevents transmission signals from reaching the central office monitoring centre or damages arising as a result thereof, or for data corruption, theft or viruses to Subscriber’s computers if connected to the MPERS System communication equipment.
Subscriber acknowledges that FIRST ALERT provides no response to an MPERS System signal except notification to the appropriate party and that the provisions of this agreement exculpating and limiting FIRST ALERT ′s liability are fully applicable to the MPERS System service.
10. SUBSCRIBER’S CARE OF EQUIPMENT: REPAIRS AND ADDITIONS: FIRST ALERT has no control over the hardware device the subscriber installs the APP software on, the device’s operating system, security settings, changes made by common carriers, or other software programs that might conflict with or cause the FIRST ALERT APP not to operate or perform as designed. FIRST ALERT’s sole responsibility is to attempt to resolve any reported software issues within a reasonable amount of time. FIRST ALERT is not liable for any losses caused by software incompatibility issues. Subscriber agrees to report any discovered software issues to FIRST ALERT as soon as practical
11. TELEPHONE SERVICE IS NECESSARY AND SUBSCRIBER’S RESPONSIBILITY: The FIRST ALERT APP utilizes the cellular services of the subscriber's phone. The software utilizes voice, data, SMS, video, and other services that may be available. FIRST ALERT bears no responsibility for any cellular charges or cellular overage charges that the subscriber may incur for any reason. The subscriber bears sole responsibility for providing and maintaining compatible cellular service. If FIRST ALERT has provided a cellular hardware device inclusive of cellular service, the subscriber is responsible for any excess service fees that may be applied to the user's account due to misuse or abuse of service as determined by the FIRST ALERT App.
12. SUBSCRIBER’S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subscriber agrees to furnish, at Subscriber’s expense, all 110 Volt AC power and electrical outlets and receptacles, telephone hook-ups, and or high-speed Internet, as deemed necessary by FIRST ALERT or MPERS System equipment manufacturer.
13. SELF-INSTALLATION: FIRST ALERT will provide telephone assistance to subscriber to assist subscriber with the installation of FIRST ALERT devices and or software. FIRST ALERT has no liability for the installation.
14. INSTALLATION & DELAY IN INSTALLATION: FIRST ALERT shall not be liable for any damage or loss sustained by Subscriber as a result of equipment, equipment failure, or for interruption of service due to electric failure, transmission failure, software failure, cellular carrier failure, acts of God, or other causes, including FIRST ALERT‘s negligence in the performance of this agreement, and Subscriber shall not be relieved from payments due under this agreement for such period.
15. TESTING AND SERVICE OF MPERS: The subscriber is responsible for installing and activating the MPERS System and ensuring that the MPERS System communicates with the designated central office and that the MPERS System remains operational so that upon activation signals are communicated to the designated central office.
16. TERMINATION IN THE EVENT OF DEATH: This agreement and Subscriber’s payment obligations shall terminate upon Subscriber’s death. FIRST ALERT shall terminate all services upon the death of the Subscriber.
17. ASSIGNMENT: Subscriber shall not be permitted to assign this agreement without the written consent of FIRST ALERT. Any such assignment without prior approval shall be deemed a breach of this agreement. FIRST ALERT shall have the right to assign this agreement and shall be relieved of any obligations created herein upon such assignment. Subscriber on its behalf and any insurance carrier waive any right of subrogation Subscriber’s insurance carrier may otherwise have against FIRST ALERT or FIRST ALERT‘s subcontractors arising out of this agreement or the relation of the parties hereto.
18. INDEMNITY: SUBSCRIBER AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS FIRST ALERT, ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS, FROM AND AGAINST ALL CLAIMS, LAWSUITS, INCLUDING REASONABLE ATTORNEYS’ FEES, AND LOSSES ASSERTED AGAINST AND ALLEGED TO BE CAUSED BY FIRST ALERT‘S PERFORMANCE, NEGLIGENT PERFORMANCE OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. Parties agree that there are no third-party beneficiaries of this agreement.
19. TERMINATION OF AGREEMENT AND SERVICES: Upon termination of this agreement FIRST ALERT shall be permitted to discontinue all monitoring services.
20. LEGAL ACTION: THE PARTIES AGREE THAT DUE TO THE NATURE OF THE SERVICES TO BE PROVIDED BY FIRST ALERT THE PAYMENTS TO BE MADE BY SUBSCRIBERS FOR THE TERM OF THIS AGREEMENT ARE AN INTEGRAL PART OF FIRST ALERT ‘S ANTICIPATED PROFITS, AND IN THE EVENT OF SUBSCRIBER’S BREACH OF THIS AGREEMENT IT WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO REASONABLY ESTIMATE FIRST ALERT ‘S ACTUAL DAMAGES. THEREFORE, IN THE EVENT OF THE SUBSCRIBER’S DEFAULT OF THIS AGREEMENT SUBSCRIBER SHALL PAY TO FIRST ALERT 80% OF THE BALANCE DUE FOR THE TERM OF THIS AGREEMENT AS LIQUIDATED DAMAGES, AND FIRST ALERT SHALL BE PERMITTED TO TERMINATE ALL ITS SERVICES UNDER THIS AGREEMENT WITHOUT RELIEVING SUBSCRIBER OF ANY OBLIGATION HEREIN. THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN THEM UNLESS PROHIBITED BY LAW. IN ANY ACTION COMMENCED BY FIRST ALERT AGAINST THE SUBSCRIBER, THE SUBSCRIBER SHALL NOT BE PERMITTED TO INTERPOSE ANY COUNTERCLAIM. ANY ACTION BY THE SUBSCRIBER AGAINST THE FIRST ALERT MUST BE COMMENCED WITHIN ONE YEAR OF THE ACCRUAL OF THE CAUSE OF ACTION OR SHALL BE BARRED. ALL ACTIONS OR PROCEEDINGS AGAINST THE FIRST ALERT MUST BE BASED ON THE PROVISIONS OF THIS AGREEMENT. ANY OTHER ACTION THAT THE SUBSCRIBER MAY HAVE OR BRING AGAINST THE FIRST ALERT IN RESPECT TO OTHER SERVICES RENDERED IN CONNECTION WITH THIS AGREEMENT SHALL BE DEEMED TO HAVE MERGED IN AND BE RESTRICTED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. SUBSCRIBER AGREES THAT SUBSCRIBER WILL NOT COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST FIRST ALERT AND AGREES THAT ANY DISPUTE BETWEEN FIRST ALERT AND SUBSCRIBER SHALL BE MAINTAINED EXCLUSIVELY IN AN ACTION, PROCEEDING OR ARBITRATION BETWEEN THEM. IF THE FIRST ALERT PREVAILS IN ANY LITIGATION OR ARBITRATION BETWEEN THE PARTIES, THE SUBSCRIBER SHALL PAY THE FIRST ALERT’S LEGAL FEES. ANY DISPUTE BETWEEN THE PARTIES OR ARISING OUT OF THIS AGREEMENT, INCLUDING ISSUES OF ARBITRABILITY, SHALL, AT THE OPTION OF ANY PARTY, BE DETERMINED BY ARBITRATION BEFORE A SINGLE ARBITRATOR, UNDER STANDARD ARBITRATION RULES IN JAMAICA, EXCEPT THAT NO PUNITIVE DAMAGES MAY BE AWARDED. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. SERVICE OF PROCESS OR PAMPERS IN ANY LEGAL PROCEEDING OR ARBITRATION BETWEEN THE PARTIES MAY BE MADE BY FIRST-CLASS MAIL DELIVERED BY THE JAMAICAN POSTAL SERVICE ADDRESSED TO THE PARTY’S ADDRESS IN THIS AGREEMENT OR ANOTHER ADDRESS PROVIDED BY THE PARTY IN WRITING TO THE PARTY MAKING SERVICE.
RESIDENTIAL SUBSCRIBERS: This agreement shall be governed by the laws of Jamaica, and all actions and proceedings commenced exclusively in Kingston, notwithstanding where the MPERS System was delivered.
COMMERCIAL SUBSCRIBERS: Subscriber submits to the jurisdiction and laws of Jamaica and agrees that any litigation or arbitration between the parties must be commenced and maintained in the county where FIRST ALERT’s principal place of business is located.
AS A CONDITION OF THIS AGREEMENT, THE SUBSCRIBER AGREES TO WAIVE THE SUBSCRIBER’S RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING INVOLVING THE FIRST ALERT. SUBSCRIBER UNDERSTANDS THAT SUBSCRIBER IS WAIVING SUBSCRIBER’S RIGHT TO A JURY TRIAL VOLUNTARILY AND KNOWINGLY, AND FREE FROM DURESS OR COERCION. SUBSCRIBER UNDERSTANDS THAT SUBSCRIBER HAS A RIGHT TO CONSULT WITH A PERSON OF SUBSCRIBER’S CHOOSING, INCLUDING AN ATTORNEY, BEFORE SIGNING/CONFIRMING AGREEMENT TO THIS DOCUMENT. SUBSCRIBER AGREES THAT INSTEAD OF SUING OR BEING SUED IN COURT, SUBSCRIBER MAY SETTLE DISPUTES BY ARBITRATION. THE RULES IN ARBITRATION ARE DIFFERENT. THERE’S NO JUDGE OR JURY, AND REVIEW IS LIMITED, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AND RELIEF AND MUST HONOR THE SAME LIMITATIONS STATED IN THE AGREEMENT AS A COURT WOULD. SUBSCRIBER AGREES THAT ANY DISPUTE BETWEEN THE PARTIES, INCLUDING BUT NOT LIMITED TO ANY DISPUTE RELATING TO THIS AGREEMENT OR BASED ON JAMAICAN STATUTE (EXCEPT WHERE PROHIBITED BY LAW), MAY, AT THE OPTION OF EITHER PARTY, BE RESOLVED BY ARBITRATION by a single arbitrator.
ARBITRATION: The subscriber understands that this agreement with FIRST ALERT contains an agreement to arbitrate. After signing this document, the Subscriber understands that the Subscriber will not be able to bring a lawsuit concerning any dispute that may arise which is covered by the arbitration agreement unless it involves a question of constitutional or civil rights. Instead, the Subscriber agrees to submit any such dispute to an impartial arbitrator.
21. ADDITIONAL PAYMENTS: In addition to the payments set forth herein, Subscriber agrees to be liable for and pay to FIRST ALERT any excise, sales, property, or other tax, telephone line charges, and any increases thereof, which may be imposed upon FIRST ALERT because of this agreement. Should FIRST ALERT be required by existing or hereafter enacted a law to perform any service or furnish any material not specifically covered by the terms of this agreement Subscriber agrees to pay FIRST ALERT for such service or material.
22. FIRST ALERT ′S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that FIRST ALERT is authorized and permitted to subcontract any services to be provided by FIRST ALERT to third parties who may be independent of FIRST ALERT and that FIRST ALERT shall not be liable for any loss, damage or injury sustained by Subscriber by reason of any other cause whatsoever caused by the negligence of third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to FIRST ALERT‘s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors and central offices of FIRST ALERT.
23. NO WARRANTIES OR REPRESENTATIONS: SUBSCRIBER’S EXCLUSIVE REMEDY: FIRST ALERT does not represent nor warrant that the MPERS System will prevent any loss, or damage or injury, or that the MPERS System will in all cases provide the protection for which it is installed or intended. Subscriber acknowledges that FIRST ALERT is not an insurer and that Subscriber assumes all risk for loss or injury to Subscriber’s property or person. FIRST ALERT has made no representation or warranties and hereby disclaims any warranty of merchantability or fitness for any particular use. Subscriber’s exclusive remedy for FIRST ALERT‘s default hereunder is to require FIRST ALERT to repair or replace, at FIRST ALERT‘s option, any equipment or part of the MPERS System which is non-operational. Except for services provided pursuant to this agreement, the Subscriber agrees to look to the manufacturer’s warranty for any equipment warranty. FIRST ALERT has no control over the hardware device the subscriber installs the APP software on, the device’s operating system, or other software programs that might conflict with or cause the FIRST ALERT APP not to operate or perform as designed. FIRST ALERT s sole responsibility is to attempt to resolve any reported software issues within a reasonable amount of time. FIRST ALERT is not liable for any losses caused by software incompatibility issues. Subscriber agrees to report any discovered software issues to FIRST ALERT as soon as practical
24. EXCULPATORY CLAUSE: FIRST ALERT AND SUBSCRIBER AGREE THAT FIRST ALERT IS NOT AN INSURER AND NO INSURANCE COVERAGE IS OFFERED HEREIN. SUBSCRIBER’S PAYMENTS TO THE FIRST ALERT ARE FOR THE MONITORING OF A MPERS SYSTEM. THE MPERS SYSTEM AND FIRST ALERT’S SERVICES ARE DESIGNED TO REDUCE CERTAIN RISKS OF LOSS, THOUGH THE FIRST ALERT DOES NOT GUARANTEE THAT NO LOSS WILL OCCUR. FIRST ALERT IS NOT ASSUMING LIABILITY, AND, THEREFORE, SHALL NOT BE LIABLE TO THE SUBSCRIBER FOR ANY LOSS, DATA CORRUPTION OR INABILITY TO RETRIEVE DATA, PERSONAL INJURY OR PROPERTY DAMAGE SUSTAINED BY THE SUBSCRIBER AS A RESULT OF ANY OTHER CAUSE WHATSOEVER, REGARDLESS OF WHETHER OR NOT SUCH LOSS OR DAMAGE WAS CAUSED BY OR CONTRIBUTED TO BY FIRST ALERT ’S NEGLIGENT PERFORMANCE TO ANY DEGREE IN FURTHERANCE OF THIS AGREEMENT, ANY EXTRA-CONTRACTUAL OR LEGAL DUTY, STRICT PRODUCTS LIABILITY, OR NEGLIGENT FAILURE TO PERFORM ANY OBLIGATION PURSUANT TO THIS AGREEMENT OR ANY OTHER LEGAL DUTY. IN THE EVENT OF ANY LOSS OR INJURY TO ANY PERSON OR PROPERTY, THE SUBSCRIBER AGREES TO LOOK EXCLUSIVELY TO THE SUBSCRIBER’S INSURER TO RECOVER DAMAGES. SUBSCRIBER RELEASES FIRST ALERT FROM ANY CLAIMS FOR CONTRIBUTION, INDEMNITY OR SUBROGATION.
25. LIMITATION OF LIABILITY: THE PARTIES AGREE THAT THE MPERS SYSTEM IS NOT DESIGNED OR GUARANTEED TO PREVENT ANY LOSS OR INJURY. SUBSCRIBER AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF FIRST ALERT AS A RESULT OF FIRST ALERT ‘S NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF FIRST ALERT ‘S OBLIGATIONS PURSUANT TO THIS AGREEMENT OR ANY OTHER LEGAL DUTY, EQUIPMENT FAILURE, OR STRICT PRODUCTS LIABILITY, THAT FIRST ALERT ‘S LIABILITY SHALL BE LIMITED TO THE SUM OF $US250.00 OR 5% OF THE SALES PRICE OR 6 TIMES THE AGGREGATE OF MONTHLY PAYMENTS FOR SERVICES BEING PROVIDED AT TIME OF LOSS, WHICHEVER IS GREATER.
SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A LIMITATION OF LIABILITY PROVISION
26. NOTE ABOUT EXTRA DEVICES: Extra devices for remote activation of the MPERS System which are ordered after this agreement is executed or not included in the description of equipment will be deemed part of the equipment described in this agreement and governed as if part of the system and equipment sold pursuant to this agreement.
27. MODIFICATION OF CALL LIST: The Subscriber may change the Call List in writing provided to and acknowledged by FIRST ALERT.
28. PERSONAL MEDICAL DISCLOSURE AUTHORIZATION: Any medical or other personal information provided by Subscriber to FIRST ALERT may be disclosed by FIRST ALERT to any police, fire, EMT personnel or medical personnel, or anyone on Subscriber’s Call List requesting same.
29. CRA: In compliance with the relevant Jamaican Credit Reporting Act, the Subscriber hereby authorizes FIRST ALERT to obtain a consumer credit report. Subscriber has the right, by contacting the provider of this information, to dispute the information on the report or request additional disclosures as provided under the Act. The written request must be given from the Subscriber to FIRST ALERT to request additional credit information. Subscriber releases all persons involved in the credit investigation from liability in connection with such investigation.
30. CONFLICTING DOCUMENTS: Should there arise any conflict between this agreement and Subscriber’s purchase order or another document, this agreement will govern, whether such purchase order or document is prior to or subsequent to this agreement.
31. FULL AGREEMENT/SEVERABILITY: This agreement constitutes the full understanding of the parties and may not be amended, modified or cancelled, except in writing signed by both parties, except FIRST ALERT’s requirements regarding items of protection provided for in this agreement imposed by Authority Having Jurisdiction. Subscriber acknowledges and represents that Subscriber has not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set forth in this agreement and waives any claims in connection with same. Should any provision of this agreement be deemed void, all other provisions will remain in effect.
Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at firstname.lastname@example.org.
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FIRST RESPONDERS TECHNOLOGY LTD. T/A FIRST ALERT
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in First Alert’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the https://www.getfirstalert.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer https://www.getfirstalert.com, and "you," "your," and "yours" refer to the affiliate.
2.1. To begin the enrolment process, you will complete and submit the online application at the https://www.getfirstalert.com affiliate page. We evaluate all applications within a time convenient to us. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "First Alert" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are First Alert or any other affiliated business.
2.2. As a member of First Alert’s Affiliate Program, you will have access to Affiliate Account Manager. You will be provided with a download HTML code (that provides for links to web pages within the First Alert web site) and banner creatives, browse and get tracking codes for all our offers. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. First Alert reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the First Alert Affiliate Program.
3.2. First Alert reserves the right to terminate this Agreement and your participation in the First Alert Affiliate Program immediately and without notice to you should you commit fraud in your use of the First Alert Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, First Alert shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice will be in the form of email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and First Alert’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in First Alert’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
First Alert uses a third party to handle all of the tracking and payment.
7.1. You are free to promote your own business /web sites, but naturally any promotion that mentions First Alert could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by First Alert. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Merchant.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote First Alert so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from First Alert If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the First Alert Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
7.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as getfirstalert.com, firstalert, www.getfirstalert, www.getfirstalert.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from First Alert’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
7.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).
7.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site (i.e., no page from our site or any Merchant.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of First Alert site in IFrames, hidden links and automatic pop ups that open First Alert’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of First Alert’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of First Alert and the good will associated therewith will inure to the sole benefit of First Alert.
8.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
FIRST ALERT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING MERCHANT.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF FIRST ALERT’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
You represent and warrant that:
10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FIRST ALERT’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless First Alert, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and First Alert. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of JAMAICA without regard to the conflicts of laws and principles thereof.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.