1. Definition and Interpretation. In these Terms and Conditions, the following words and expressions shall have the following meanings except where the context otherwise requires:
   1. “Additional Charge” means a charge payable by the Customer for additional services outside the scope of the Services in accordance with GarageFloor24’s prevailing rates for such services including without limitation, the supply of spare parts and goods.
   2. “Agreement” means the Monitoring Service Agreement & Maintenance Service Plan (including its Schedules) for the Services provided by GarageFloor24 to the Customer and includes these Terms and Conditions.
   3. “Customer” means the person or persons, firm, or company named on the cover page of the Agreement.
   4. “Equipment” means the equipment listed in Schedule 1.
   5. “Fee” means the fee payable for the Services as specified in Section II of the Agreement.
   6. “GarageFloor24” means the Garage Floor 24, LLC including its successors, agents, and assignees.
   7. “Party” means the Customer or GarageFloor24, and “Parties” means both.
   8. “Project” means the total of Equipment detailed in Schedule 2 that is installed at the Site being monitored and maintained.
   9. “Services” means the monitoring and maintenance, or other services provided with respect to the Equipment detailed in Schedule 2 and as defined in these Conditions.
   10. “Service Time” means the period set out in Section 7 herein.
   11. “Site” means the premises where the System is installed, and where Services are provided.
   12. “Term” means the duration of the Agreement as set out in Section II of the Agreement.
   13. “Terms and Conditions” means these General Terms and Conditions of the Monitoring Service Agreement & Maintenance Service Plan which are incorporated into and form part of the Agreement.
2. Compliance. Services shall comply with all applicable Federal, State, and local laws, codes, rules, and regulations.
3. Standard of Care. GarageFloor24, LLC shall perform the Services with the normal standard of care practiced by similar service companies providing services of a similarly complex nature.
4. Assignment. The rights and responsibilities under this Agreement are personal to GarageFloor24, LLC and may be transferred or assigned without the express prior written consent of Customer.
5. Authority. Each person executing this Agreement has the requisite authority to execute this Agreement on behalf of the applicable party.
6. Baseline Conditions. GarageFloor24 shall conduct a complete inspection of the Equipment at the commencement of the Agreement to establish a baseline of its condition. This Summary Report shall be sent directly to the Customer. Any defects or damage with the Equipment identified in the Summary Report that predates this Agreement shall remain outside of the scope of this Agreement unless repaired or replaced by GarageFloor24 under a separate agreement.
7. Service Time. Unless otherwise defined in Schedule 2, off-site monitoring services are provided twenty-four (24) hours per day, seven (7) days per week; and on-site maintenance services shall be performed between 8.30 a.m. to 5.30 p.m. of the Site’s time zone, Mondays through Fridays, Public Holidays excluded. Response times for corrective maintenance services shall be as set out in Schedule 2.
8. Modification, Changes, and Enhancements
   1. During the Term, GarageFloor24 shall with mutual agreement of the Client undertake such modifications, changes, or enhancements to the Equipment, and implement any practice, procedure, or measure, which GarageFloor24 deems to be necessary for the Equipment’s’ proper operation.
   2. If deemed necessary by GarageFloor24, prior to undertaking any such modification, change, or enhancement GarageFloor24 will notify the Customer of the need and cost (where applicable) of such modification, change, or enhancement. The Customer shall pay any Additional Charge in accordance with Paragraph 13.2.
9. Exclusions & Additional Services
   1. The Services do not include:
      1. Repair of damage arising from the act, error, fault, neglect, misuse, improper operation, or omission of the Customer or its servants, agents, contractors or invitees, or any person whether that person is under the control or direction, or authority of the Customer or not.
      2. Repair of damage arising from changes, alterations, additions, or modifications of the Equipment by any persons or entities other than GarageFloor24.
      3. Repair of damage caused by an incorrect power supply, failure of electrical power, air-conditioning, humidity control, or any environmental factor.
      4. Repair of damage caused by the operation of the Equipment other than in accordance with the AUTOParkit™ specifications, or in accordance with the direction, instruction, or recommendations of GarageFloor24 or its personnel.
      5. Repair of damage arising from the re-installation, moving, or removal of the Equipment by any persons or entities other than GarageFloor24.
      6. Repair of damage caused by any circumstances beyond GarageFloor24’s responsible control.
      7. Furnishing or supplying maintenance of accessories, attachments, supplies, spare parts, consumables, or items associated with the Equipment unless otherwise provided in Schedule 2.
      8. Transportation charges, whether for air, sea, or land transport for Services carried on within or outside the USA.
      9. Work performed outside GarageFloor24’s Service Time.
      10. The cost of any Equipment unless otherwise provided in Schedule 2.
      11. The upgrading of or retrofitting of improvements or major modifications to the Equipment.
   2. 9.2 GarageFloor24 may at the Customer’s request provide any of the services referred to in Section 9.1 or any other services requested by the Customer, for an additional charge. The additional charge is calculated as the Onsite Field Service rate at the time of the service less the Remote Field Service rate.
10. Customer’s Responsibilities
    1. The Customer shall provide GarageFloor24 personnel with full and safe access to the Equipment at all times to perform the Services. Access shall conform to specifications issued by GarageFloor24.
    2. Upon request, a qualified representative, agent, or employee from the Customer shall be provided to accompany GarageFloor24’s personnel when providing the Services or to render such assistance as necessary to exercise unrestricted access to the Site and the Equipment and otherwise to effectively perform the Services.
    3. The Customer shall supply auxiliary facilities and services when requested by GarageFloor24 as necessary for the provision of the Services. Where the Customer does not provide the auxiliary facilities and services, such auxiliary facilities and services shall be procured by GarageFloor24 and reimbursed by the Customer.
    4. Nothing in this Agreement shall relieve the Customer from its obligations to perform specified maintenance in accordance with the Operator’s Manuals supplied by the manufacturer and/or GarageFloor24 including but not limited to normal cleaning procedures, and checks and adjustments designed for operational use.
    5. During the period of this Agreement, the Customer shall not carry out or attempt to carry out any modifications to, repair of, experiments on, or maintenance of the Equipment other than the specified day-to-day maintenance, and the Customer shall not permit any other person except GarageFloor24’s personnel or representatives to carry out such work unless prior written approval has first been obtained from GarageFloor24.
11. Remote Monitoring
    1. During remote monitoring of the AUTOParkit™ System, the GFMC (GarageFloor24 Monitoring Center) will exchange signals via a Supervisory LAN to the Supervisory PC and Digital Video Recorder connected to the Internet. The remote monitoring at the GFMC gathers the required AUTOParkit™ System data. If the Internet connection is inoperable, impaired, congested, in an area with restricted network access, or suffers a power failure then the remote monitoring of data generated by the AUTOParkit™ System will be affected.
    2. It is the Customer’s responsibility to furnish and install all Internet service(s) and connection(s) necessary for remote monitoring, and to maintain the Internet service(s) and connection(s) throughout the period of this Agreement.
    3. The customer is responsible for all Internet charges (including bandwidth, consumption, and excess usage charges) associated with the use of the Internet.
    4. GarageFloor24 maintains a continuous exchange with the AUTOParkit System which acts as a “heart-beat” between the two systems. Should the heartbeat expire, GFMC shall take corrective action. The customer acknowledges that GaragFloor24 will not be able to monitor nor remote control the AUTOParkit System until such time as the Internet connection has been restored.
    5. In the unlikely event of the Internet access affecting connectivity to the Supervisory Network, GarageFloor24 is not liable for any loss or damage, including consequential losses, caused by Internet corruption or downtime.
    6. GarageFloor24 does not warrant that the remote monitoring service will be uninterrupted or error-free.
    7. The customer will be a registered user to access the GarageFloor24’s administrative interface. Each Customer Representative shall provide GarageFloor24 with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate access termination.
    8. Any fraudulent, abusive, or otherwise illegal activity will be grounds for termination of your access at GarageFloor24 sole discretion. GarageFloor24 reserves the right to terminate any access without prior notification of the user or Customer.
12. Replacement and Spare Parts
    1. The title for spare parts shall pass to the Customer only upon full payment for the spare parts. Risk of damage to or loss of replacement spare parts shall pass to the Customer as soon as they are delivered to the Customer’s designated premises.
    2. Where parts of the Equipment have been replaced by or upon the instruction, recommendation, or direction of GarageFloor24 or otherwise, the title in the replaced parts will pass to GarageFloor24 upon removal from the Equipment.
    3. GarageFloor24 may from time to time require the Customer to purchase and store spare parts on-site that are considered necessary for the proper performance of Services.
13. Payment, Charges, and Fees, etc.
    1. The Customer shall pay all fees at the rate and in the manner specified in Section II of the Agreement.
    2. All payments are due the first day of every month, and the payment shall be deemed late if not received before the fifth day of the month.
    3. Payments are due PRIOR to maintenance and monitoring service.
    4. GarageFloor24 will not be liable for any failure or delay in providing the Services where such failure or delay is the direct or indirect result of the failure of the Customer to comply with Section 10.
    5. If the Customer fails to make full payment on the due date, then without prejudice to any other right or remedy available to GarageFloor24, GarageFloor24 shall be entitled to:
       1. Terminate the Agreement or suspend any further Services or other obligations to the Customer under the Agreement (without being liable to Customer for any losses so caused);
       2. At its sole discretion, apply any monies received from the Customer in relation to the Agreement or any other contract or agreement between the Customer and GarageFloor24, including but not limited to deposits or security payments, towards the payment of the relevant invoice; and/or
       3. Charge the Customer interest on the amount unpaid on a daily basis at the rate of one-half percent (1.5%) per annum above the average Prime Lending Rate set by the USA Federal Reserve Board from the due date until payment in full is received by GarageFloor24.
    6. The Customer shall not be entitled to withhold from, set off against, or otherwise reduce any payments due to GarageFloor24 unless agreed in writing by GarageFloor24.
    7. GarageFloor24 shall be entitled to an adjustment of the Fees and Additional Charges (to be mutually agreed in writing) in the event of changes in law or engineering standards applicable to or affecting the Equipment and/or Services after the execution of the Agreement.
14. Maintenance Equipment
    1. GarageFloor24 shall provide all the necessary tools, equipment, testing, and diagnostic apparatus which is required to perform the Service unless otherwise agreed.
15. Customer Records & Service Reports
    1. The Customer shall keep such records relating to the use and performance of the Equipment as may be directed by GarageFloor24 from time to time.
    2. The Customer shall permit GarageFloor24 to have access to such records at all reasonable times.
16. Intellectual Property Rights & Confidentiality
    1. All publications, software applications, materials, discoveries, inventions, patents, designs, drawings or other information arising directly or indirectly out of or in the performance of this Agreement, or which GarageFloor24 creates or supplies to the Customer in the course of performing the Services under this Agreement is the Proprietary and Confidential Information and Intellectual Property of GarageFloor24, LLC. In no way shall the Customer acquire any right, title or interest in or to any (a) design, concept, invention, improvement, process or system now or hereafter embodied in any products, designs or materials of GarageFloor24 or (b) Proprietary and Confidential Information and Intellectual Property of GarageFloor24, whether or not same is protected by copyright, trademark, trade name or patent under the laws of any country. All Proprietary and Confidential Information and Intellectual Property shall remain the sole property of GarageFloor24.
    2. Customer shall not disclose the Proprietary and Confidential Information and Intellectual Property of GarageFloor24 in any manner, in whole or in part, to anyone who is not an employee of the Customer with a need to know the Proprietary and Confidential Information for the Purposes expressed herein.
    3. The customer shall exercise reasonable care to protect all Proprietary and Confidential Information and Intellectual Property disclosed pursuant to the terms of this Agreement from unauthorized disclosure or misuse. Such care will include without limitation utilizing those practices which the Customer would use to restrict disclosure and use of its own information of like importance. The Customer shall immediately notify GarageFloor24 of any unauthorized use or disclosure of any Proprietary and Confidential Information or Intellectual Property or any breach of this Agreement and shall cooperate with GarageFloor24 to regain possession of the Proprietary and Confidential Information and Intellectual Property and prevent further improper use or disclosure. The customer shall compensate GarageFloor24 for any and all costs incurred in association with the improper use or disclosure.
    4. The provisions of this Section 16 shall survive the termination of this Agreement.
17. Liability of Parties
    1. GarageFloor24, LLC shall indemnify, defend and hold Customer and its subsidiaries, parents or affiliate corporations, and the directors, officers, and employees thereof harmless from any and all claims, lawsuits, losses, or liabilities arising out of GarageFloor24, LLC’s failure to perform any of GarageFloor24, LLC’s obligations hereunder or in connection with the grossly negligent performance of GarageFloor24, LLC’s duties or obligations. Upon receiving notice of any claim related to the Services, GarageFloor24, LLC shall promptly provide notice of such claim to Customer, all relevant insurance carriers, subcontractors, and sub-consultants.
    2. Customer shall indemnify, defend, and hold GarageFloor24, LLC and its subsidiaries, parents or affiliate corporations, and the directors, officers, and employees thereof harmless from any and all claims, lawsuits, losses or liabilities arising out of Customer’s failure to perform any of Customer’s obligations hereunder or in connection with the negligent performance of Customer’s duties or obligations. Upon receiving notice of any claim related to the Project, the Customer shall promptly provide notice of such claim to GarageFloor24, LLC, all relevant insurance carriers, subcontractors, and sub-consultants.
    3. The Customer shall keep GarageFloor24, its personnel, and agents fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or breach of this Agreement by the Customer, its employees, agents or servants, and shall pay to GarageFloor24 all reasonable costs, charges, and losses sustained or incurred by GarageFloor24 as a result of GarageFloor24 being prevented or delayed from performing its obligations under this Agreement by reason of any act or omission of the Customer, its employees, agents or servants.
    4. Except as expressly provided in this Agreement, all terms, conditions, warranties, undertakings, or representations whether express, implied, statutory, or otherwise relating in any way to the Services or to this Agreement are excluded. Without limiting the generality of the foregoing, GarageFloor24, LLC and its personnel, affiliates and subcontractors shall not be under any liability to the Customer for any loss (actual or anticipated).
    5. Notwithstanding any other provision of this Agreement GarageFloor24, LLC and its personnel’s, affiliates’, and subcontractors’ total cumulative liability for any act or omission, whether in contract, tort (including negligence or strict liability), or any other legal or equitable theory during the Term of this Agreement shall not exceed in the aggregate, 10% of the Fee payable under this Agreement during the preceding one (1) year.
    6. The terms of this Section 17 shall survive the termination of this Agreement
18. Warranties
    1. GarageFloor24 warrants that 1) it will provide the Services in a proper, workmanlike and professional manner; 2) it will exercise the reasonable standards of skill, care, and diligence in the performance of the Services; 3) it will retain sufficient personnel with the expertise required to provide the Services, and 4) its personnel possesses the required skills and experience required to provide the Services.
    2. The above warranties shall not replace or supersede the warranty applicable to the Equipment as specified in any installation, sale, or purchase agreement.
19. Force Majeure and Unforeseen Delays
    1. GarageFloor24 shall not be liable to the Customer or be deemed to be in breach of the Agreement because of any delay in performing, or any failure to perform, any of GarageFloor24’s obligations in relation to the Services, if the delay or failure was due to force majeure. For the purposes of this paragraph, force majeure shall mean any unforeseen event beyond the reasonable control of GarageFloor24.
    2. If any delay in performing, or any failure to perform the Agreement is caused by the delay of a subcontractor of GarageFloor24 and is beyond the control and without the fault or gross negligence of GarageFloor24, GarageFloor24 shall incur no liability for such delay.
    3. If such delay or failure continues for at least one (1) month, either party may terminate this Agreement immediately with written notice. In such an event, the Customer shall pay GarageFloor24 a reasonable sum in relation to Services already rendered and costs and expenses incurred prior to termination.
20. Termination and/or Suspension of Services
    1. GarageFloor24 shall be entitled to terminate the Agreement or suspend any further Services under the Agreement without any liability to the Customer, and demand that the Fee, Additional Charges, or balance thereof shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, and retain any security given or monies paid by the Customer and apply the said security or monies against the assessed loss and damages, if any, suffered by GarageFloor24, upon Thirty (30) days notice, with or without cause. Termination of the Agreement by GarageFloor24 shall not discharge the Customer from any existing obligation accrued due on or prior to the date of termination.
    2. The rights and remedies granted to GarageFloor24 pursuant to the Agreement are in addition to, and shall not limit or affect, any other rights or remedies available at law or in equity.
21. Dispute Resolution
    1. In the event of any dispute relating to any transaction covered by this Agreement, each party in such action or proceeding shall be responsible for their respective costs of mediation, dispute resolution, and litigation, including without limitation fees of attorneys, paralegals, and other professionals, costs of discovery, filing, and court fees, etc. The parties shall share the mediator’s and arbitrator’s fees and any filing fees equally. The mediation and arbitration shall be held in Los Angeles County, CA.
    2. Mediation
       1. Claims, disputes, or other matters in controversy arising out of or related to the Contract shall be subject to mediation as a condition precedent to binding dispute resolution.
       2. The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction.
    3. Arbitration
       1. Any Claim subject to, but not resolved by, mediation shall be subject to binding arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded.
       2. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction.
       3. The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof.
22. General
    1. All notices shall be in writing and signed by the authorized representatives of the Party addressed to that other Party at its registered office or principal place of business. Notices may be delivered by hand, emailed if confirmed by a return email by the intended recipient or by prepaid registered post and shall be deemed to have been served 1) if by hand, at time of delivery; 2) upon receipt of a return email by the recipient and 3) if by prepaid registered post, three (3) business days after posting.
    2. No waiver by either Party of any breach of the Agreement by the other Party shall be considered as a waiver of any subsequent breach of the same or any other provision. If either Party delays, neglects, or chooses not to enforce its right under the Agreement, it shall not affect its right to do so at a later date.
    3. If any provision of the Agreement or these Conditions is held by any competent court to be invalid or unenforceable in whole or in part, such provision shall be construed, limited or if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability, and the validity of the other provisions of the Agreement and these Conditions and the remainder of the provision in question shall not be affected but shall remain in full force and effect.
    4. This Agreement is the entire agreement between the Parties and may not be changed unless agreed in writing by properly authorized representatives of both Parties.
    5. The relationship between GarageFloor24 and the Customer is one of an independent contractor and nothing in this Agreement shall be construed as creating any relationship of partnership, employment, joint venture, or agency between GarageFloor24 and the Customer.
    6. This Agreement constitutes the entire understanding and agreement of the parties, supersedes all prior understandings and agreements (whether verbal or in writing), may be executed in counterparts, and may be amended only in writing.

This Agreement shall be construed in accordance with the laws of the State of California and the parties agree that the venue shall be in Los Angeles County, California.