Order

Terms and Conditions of Service PERSONAL EMERGENCY RESPONSE / GPS MONITORING AGREEMENT This is a Agreement by and between Medics SOS (hereinafter referred to as Medics or “SELLER”) and the Customer (hereinafter referred to as “Subscriber” or “Purchaser”.) The parties hereto agree that: 1. PERSONAL EMERGENCY RESPONSE SYSTEM [PERS] AND/OR GPS MONITOIRNG SYSTEM REMAINS PERSONAL PROPERTY: MEDICS shall sell, instruct the Subscriber in the proper use of the PERS and/or GPS Monitoring System, install or provide self installation instructions for the Subscriber, PERS and/or GPS system, described herein, including all necessary devices and equipment, for the duration of this agreement, with the understanding that the entire system is and shall always remain personal property and shall not be considered a fixture or a part of the realty, and Subscriber shall not permit the attachment thereto of any apparatus not furnished by MEDICS. 2.Payment.By accepting this agreement the customer authorizes Medics to charge customers credit card on file or debit checking account for payment. Customer agrees to pay in full the monitoring service fee indicated for a period if not less than the term of service indicated. The monthly average price is discounted according to the agreement terms and there is no refund for early cancellation. If requested, a statement will be provided by Medics. 3. PURCHASE AND SERVICE CHARGES: Subscriber agrees to pay MEDICS for the PERS / GPS Equipment. If equipment is to be installed by subscriber, then equipment will be shipped point of sale FOB and price excludes shipping and handling. 4. TERM OF AGREEMENT: RENEWALS: The term of this agreement shall be for a period of three months. This agreement shall renew itself month to month thereafter under the same terms and conditions, unless either party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the contract at least 30 days prior to the expiration of any term, thereby relieving Subscriber of any obligation to pay any charge after the termination of service. 5. INCREASES OF MONTHLY CHARGE: MEDICS shall be permitted to increase the charges provided for herein at any time or times after the expiration of one year from the date hereof by up to nine percent per annum each year, upon giving notice to Subscriber. 6. GPS MONITORING: The Global Positioning System [GPS] is designed to track individuals, vehicles or assets who will have on their person, in their vehicle or on their asset the GPS tracking device. The device will work only in areas where the GPS systems have coverage and MEDICS has no control over such coverage. MEDICS is authorized to record and maintain audio transmissions, data and communications, and shall be the exclusive owner of such property. Subscriber is responsible for all permits and permit fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse MEDICS for any fines relating to permits.. Should MEDICS be required by existing or hereafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Subscriber agrees to pay MEDICS for such service or material. MEDICS shall monitor GPS signals and communications received by from the GPS equipment. Upon subscriber’s request MEDICS shall make every reasonable effort to locate the tracking device and if appropriate notify the police, fire or other municipal authority deemed appropriate in MEDICS’s absolute discretion, and such other persons Subscriber has requested receive notification of such location. All notifications by Central Office shall be by telephonic communication 7. PERS MONITORING: Upon receipt of a signal, MEDICS or its designee communication center, shall make every reasonable effort to notify Subscriber and the appropriate municipal police or fire department or emergency personal response service designated by Subscriber. 8. PERS TELEPHONE RESPONSE SERVICE: MEDICS has provided no equipment for this service. Upon receipt of a telephone call from Subscriber requesting PERS response MEDICS or its designee communication center, shall make every reasonable effort to notify the appropriate municipal police or fire department or emergency personal response service designated by Subscriber of an emergency condition as reported by Subscriber. 9. EQUIPMENT AND COMMUNICATION LIMITATIONS AND CONDITIONS: Subscriber acknowledges that signals which are transmitted over telephone lines, or other modes of communication pass through communication networks wholly beyond the control of MEDICS and are not maintained by MEDICS and, therefore, MEDICS shall not be responsible for any equipment failure which prevents transmission signals from reaching the central office monitoring center or damages arising there from. Subscriber agrees to furnish MEDICS with a written list of names and telephone numbers of those persons Subscriber wishes to receive notification of emergency conditions and at Subscriber’s option a list of all medication, allergies and medical conditions and information subscriber wishes to be available to all personal emergency response personnel and medical personnel. All changes and revisions shall be supplied to MEDICS in writing. Subscriber acknowledges that MEDICS provides no response to a personal emergency response system signal except notification to the appropriate party. MEDICS may, without prior notice, suspend or terminate its services, in designee communication center’s sole discretion, in event of Subscriber’s default in performance of this agreement or in event designee communication center facility or communication network is nonoperational or Subscriber’s system is sending excessive communication. MEDICS is authorized to record and maintain audio transmissions, data and communications, and shall be the exclusive owner of such property. Subscriber is responsible for all permits and permit fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse MEDICS for any fines relating to permits. Should MEDICS be required by existing or hereafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Subscriber agrees to pay MEDICS for such service or material. 10. CANCELLATION AND REFUND POLICY: If Subscriber cancels this agreement pursuant to any statutory authority MEDICS will within 10 days or within such time as such statute specifies upon such cancellation and return of equipment will refund to Subscriber any amount paid for the equipment and any advance payment for services not yet rendered. 11. MEDICS agrees to make all repairs and replacement of parts without costs to the Buyer for a period of ninety (90) days from the date of installation. 12. TELEPHONE SERVICE IS NECESSARY AND SUBSCRIBER’S RESPONSIBILITY: Subscriber acknowledges that the Personal Emergency Response System Transmitter plugs into a standard telephone jack and communicates over standard telephone lines using two way voice communication. The transmitter may not work with VOIP Internet connection. 13. 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, RJ31x Block or equivalent, as deemed necessary by MEDICS in its sole discretion. 14. DELAY IN INSTALLATION: MEDICS shall not be liable for any damage or loss sustained by Subscriber as a result of delay in installation of equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, or other causes, including MEDICS'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 EQUIPMENT: The parties hereto agree that equipment sold pursuant to this contract is in the exclusive possession and control of the Subscriber, and it is Subscriber's sole responsibility to test the operation of the equipment and to notify MEDICS if it is in need of repair or replacement. MEDICS shall not be required to service or replace the equipment unless the equipment inoperable through ordinary wear and tear and is returned by the subscriber to MEDICS at MEDICS address. MEDICS will upon subscriber’s request arrange pick up and delivery, at Subscriber’s expense by UPS or US Postal Service. If MEDICS fails to repair or replace the equipment within 7 days after receipt of said written notice, Subscriber shall not be obligated to pay any amount for service from date said written notice is given, until the equipment is restored to working order unless MEDICS determines that the equipment is operational or damaged by electrical surge, lightening, telephone service or any cause other than ordinary wear and tear, in which event subscriber shall pay MEDICS’s cost of shipping and inspection charge of $150.00. In any lawsuit between the parties in which the condition or operation of the equipment is in issue, the Subscriber shall be precluded from raising the issue that the equipment was not operating unless Subscriber can produce a US Post Office certified or registered receipt, signed by MEDICS, evidencing that service was requested by Subscriber. 16. SUBSCRIBER RESPONSIBLE FOR EQUIPMENT: Subscriber shall be responsible for any loss occasioned by fire or casualty and the cost of replacing or restoring the equipment. Notwithstanding the condition of Subscriber's premises, or MEDICS's impossibility of performance occasioned by condition of Subscriber's premises, Subscriber shall remain liable for monthly payments for the term of this agreement without offset or reduction. 17. TERMINATION IN THE EVENT OF DEATH: This agreement shall terminate upon Subscriber’s death. There shall be no rebate for payments paid in advance. 18. ASSIGNMENTS/WAIVER OF SUBROGATION RIGHTS: Subscriber shall not be permitted to assign this agreement without written consent of MEDICS. Any such assignment without prior approval shall be deemed a breach of this agreement. MEDICS shall have the right to assign this contract and shall be relieved of any obligations created herein upon such assignment. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber's insurance carrier may otherwise have against MEDICS or MEDICS's subcontractors arising out of this agreement or the relation of the parties hereto. 19. INDEMNITY: Subscriber agrees to and shall indemnify and hold harmless MEDICS, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third parties, including reasonable attorneys' fees, and losses asserted against and alleged to be caused by MEDICS's performance, negligent performance or failure to perform its obligations under this agreement. Parties agree that there are no third party beneficiaries of this contract. 20. LEGAL ACTION: The parties agree that due to the nature of the services to be provided by MEDICS the payments to be made by Subscriber for the term of this agreement are an integral part of MEDICS's anticipated profits, and in the event of Subscriber's breach of this agreement it would be difficult if not impossible to reasonably estimate MEDICS's actual damages. Therefore, in the event of Subscriber's default of this agreement Subscriber shall pay to MEDICS 80% of the balance due for the term of this agreement as liquidated damages, and MEDICS 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. In any action commenced by MEDICS against Subscriber, Subscriber shall not be permitted to interpose any counterclaim. Any action by Subscriber against MEDICS must be commenced within one year of the accrual of the cause of action or shall be barred. All actions or proceedings against MEDICS must be based on the provisions of this agreement. Any other action that Subscriber may have or bring against MEDICS 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. Should MEDICS refer this contract to an attorney, Subscriber shall pay MEDICS's legal fees. This agreement shall be governed by the laws of the State of Connecticut. Subscriber submits to the jurisdiction of Connecticut and agrees that any litigation between the parties must be commenced and maintained exclusively in the State of Connecticut, and in the County of Fairfiield. 21. ADDITIONAL PAYMENTS: In addition to the payments set forth herein, Subscriber agrees to be liable for and pay to MEDICS any excise, sales, property, or other tax, telephone line charges, and any increases thereof, which may be imposed upon MEDICS because of this agreement. Should MEDICS be required by existing or here after enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Subscriber agrees to pay MEDICS for such service or material. 22. FALSE ALARMS/PERMIT FEES: Subscriber is responsible for all alarm permits and permit fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse MEDICS for any fines relating to permits or false alarms. MEDICS shall have no liability for permit fees, false alarms, false alarm fines, police or fire response, any damage to personal or real property or personal injury caused by police or fire department response to alarm, whether false alarm or otherwise, or the refusal of the police or fire department to respond. In the event of termination of police or fire response by the municipal police or fire department this contract shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein. Should MEDICS be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Subscriber agrees to pay MEDICS for such service or material. 23. MEDICS'S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that MEDICS is authorized and permitted to subcontract any services to be provided by MEDICS to third parties who may be independent of MEDICS, and that MEDICS 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 MEDICS'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 communication centers of MEDICS. 24. NO WARRANTIES OR REPRESENTATIONS: SUBSCRIBER'S EXCLUSIVE REMEDY: MEDICS does not represent nor warrant that the PERS or GPS systems will prevent any loss, damage or injury to person or property, or that the equipment and services will in all cases provide the protection for which it is installed or intended. Subscriber acknowledges that MEDICS is not an insurer, and that Subscriber assumes all risk for loss or injury to Subscriber's property or person. MEDICS has made no representation or warranties, and hereby disclaims any warranty of merchantability or fitness for any particular use. Subscriber's exclusive remedy for MEDICS's default hereunder is to require MEDICS to repair or replace, at MEDICS's option, any equipment or part of the personal emergency response system which is non-operational during MEDICS’s warranty period, and therefore PURCHASER shall rely upon manufacturer’s warranty, if any. 25. EXCULPATORY CLAUSE: The parties agree that MEDICS is not an insurer and no insurance coverage is offered herein. Subscriber's payments to MEDICS are for the installation and monitoring of a PERS and / or GPS system designed to reduce certain risks of loss, though MEDICS does not guarantee that no loss will occur. MEDICS is not assuming liability and therefore shall not be liable to Subscriber for any loss or injury sustained by Subscriber as a result of any cause whatsoever, regardless of whether or not such loss or injury was caused by or contributed to by MEDICS's negligent performance to any degree or failure to perform any obligation or strict products liability. Subscriber releases MEDICS from any claims for contribution, indemnity or subrogation. 26. LIMITATION OF LIABILITY: The parties agree that the PERS and / or GPS system is not designed or guaranteed to prevent any loss or injury. If, notwithstanding the terms of this agreement, there should arise any liability on the part of MEDICS as a result of any cause whatsoever, regardless of whether or not such loss, damage, or personal injury was caused by or contributed to by MEDICS's negligence to any degree or failure to perform any obligation or strict products liability, such liability will be limited to an amount equal to six (6) times the monthly payment paid by the Subscriber to MEDICS at the time such liability is fixed, or to the sum of $250.00, whichever is greater. If Subscriber wishes to increase MEDICS's maximum amount of such limitation of liability, Subscriber may, as a matter of right, at any time, by entering into a supplemental agreement, obtain from MEDICS a higher limit by paying an additional amount consonant with the increase of liability. This shall not be construed as insurance coverage. 27. PERSONAL MEDICAL DISCLOSURE AUTHORIZATION: Any Medical or other personal information provided by subscriber to MEDICS may be disclosed by MEDICS to any personal emergency response personnel or medical personnel requesting same. 28. CONFLICTING DOCUMENTS: Should there arise any conflict between this agreement and Subscriber's purchase order or other document, this agreement will govern, whether such purchase order or document is prior to or subsequent to this agreement. 29. FULL AGREEMENT/SEVERABILITY: This agreement constitutes the full understanding of the parties and may not be amended or modified or canceled except in writing signed by both parties. This contract shall be governed by the laws of the State of Connecticut. Should any provisions of this agreement be deemed void, all other provisions will remain enforceable. NOTICE OF CANCELLATION I. YOU, THE PURCHASER, MAY CANCEL THIS TRANSACTION WITH OR WITHOUT CAUSE AT ANY TIME PRIOR TO MIDNIGHT OF THE SEVENTH BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. II. ON AND AFTER MIDNIGHT OF SUCH SEVENTH DAY, YOU, THE PURCHASER, MAY CANCEL YOUR AGREEMENT WITH THE MEDICS FOR YOU TO RECEIVE PERSONAL EMERGENCY RESPONSE SERVICE MORE THAN 30 DAYS AFTER YOUR NOTIFYING THE MEDICS IN WRITING OF YOUR CANCELLING SUCH AGREEMENT, PROVIDED THAT YOU HAVE LEGALLY OBLIGATED YOURSELF TO BEGIN LIVING IN A NURSING HOME OR OTHER HEALTH-RELATED FACILITY WITHIN SUCH 30-DAY PERIOD FOR WHAT IS EXPECTED TO BE A PERMANENT STAY OR AN EXTENDED STAY FOR AT LEAST 2 MONTHS, OR THAT YOU HAVE ALREADY BEGUN LIVING THEREIN EXPECTING YOUR STAY TO BE PERMANENT OR FOR AT LEAST 2 MONTHS, AND PROVIDED THAT THESE FACTS ARE VERIFIED BY YOUR DOCTOR OR BY THE NURSING HOME OR OTHER HEALTH-RELATED FACILITY. SEE THE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THESE RIGHTS. SUBSCRIBER ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY OF THIS CONTRACT AT TIME OF EXECUTION.