DeWALT MOBILELOCK™

The following terms and conditions constitute an Agreement (herein called “Agreement”) between you and Uplink Security, Inc. (“Provider”), a Delaware corporation, having an address at 1600 Parkwood Circle SE, Suite 500, Atlanta, Georgia 30339. References in this Agreement to the “Parties” shall refer to both you and Provider. By signing this Agreement below, you agree to be bound by the terms and conditions contained in this Agreement.

THE SYSTEM. You have purchased a self-installed portable alarm and locator device (the “System”) at retail and desire to activate the System. You understand that the System is intended only for commercial purposes, and is not to be used for personal, home or family security purposes and is solely to assist in locating personal property and not a person. You understand that if you fail to properly install and activate the System and all accessories thereto may result in the failure of the System or such accessory to function properly and locate your personal property or give notice that an alarm may have been triggered. You will be solely responsible for any loss associated with the failure to install your System correctly.
TERM. You agree that Provider shall activate your System and provide the services described in Section 5, as applicable, for the initial term as indicated above (the “Term”). In the event of the earlier termination of this Agreement by you, the Fees (as defined below) paid Provider may not be refundable, and you may be charged an additional cancellation fee.
WHAT YOU MUST DO TO ACTIVATE THE SYSTEM. You acknowledge that it is your responsibility to provide basic information about your System to Provider to permit Provider to activate your System. You also acknowledge that the services provided hereunder shall be governed by the terms of this Agreement notwithstanding delivery of an executed copy of this Agreement from you to Provider; however, you understand that Provider must receive this signed Agreement, the Activation Form, the activation fee and the monthly service fees as published on Provider’s website (the “Fees”), and that you must test the System, including signal strength, proper notification and all other services PRIOR TO USE. Failure to complete any of the above steps may result in your System not being activated or working as intended. You activated your System over the phone or website, and therefore you must return this signed Agreement to Provider or have accepted its terms electronically. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY NOT RECEIVE A COPY OF THIS AGREEMENT SIGNED BY PROVIDER, AND SUCH LACK OF RECEIPT SHALL NOT, IN ANYWAY, INVALIDATE OR OTHERWISE AFFECT THIS AGREEMENT.
ACTIVATION FEES/WHEN PAYMENT IS DUE/TERMINATION. You acknowledge that you will be responsible for all Fees and other expenses, if any, that you must pay Provider the Fees during the Term. Some Fees are non-refundable and additional Fees may be charged during the Term for enhanced renewal services. A schedule of the Fees are published on the Provider’s website, and such list is updated from time to time. Such Fees may increase at any time for any reason upon notice to you. At activation, you were required to identify a valid credit card number, which you authorize us to keep on record. You further authorize us to charge this card for any locate fees, or in the event any of your monthly charges are past due. You have committed initially for a one (1) month term, which shall continue month to month thereafter unless you or Provider gives notice to the other of its intention not to renew this Agreement no later than thirty (30) days prior to the end of the Term, this Agreement shall be automatically renewed for successive one (1) month periods after the expiration of the Term, unless you or Provider gives notice to the other of its intention not to renew this Agreement no later than thirty (30) days prior to the end of the Term and your credit card of record shall be automatically billed for that period. No refunds will be given for any partial month. Failure by you to give written notice of your intention not to renew shall constitute automatic renewal of this Agreement for such period and shall obligate you to pay the applicable Fees for the next period. In the event Provider does not receive payment when due, or for any reason, at any time and your credit card is no longer valid, Provider shall be permitted to terminate this Agreement and discontinue activation of your System upon giving you written notice of termination. This Agreement and Provider’s services shall terminate on the date fixed in Provider’s notice of termination. Upon such termination, you agree and hereby do release Provider from any and all liability whatsoever, including negligence to any degree of the Provider arising out of this Agreement, the relation of the Parties or the Provider services. Provider’s notice of termination shall be given in writing and sent by regular first class mail to you. In the event you terminate service either by notice to Provider or by reason of non-payment, you may reactivate the service at any time during a period of sixty (60) days following such termination of service upon payment of an additional reactivation fee. In the event you wish to reactivate your System at any time after the 60-day period from termination, you will be required to (i) return your old System to Provider and (ii) pay a $100.00 reprovisioning fee. Due to the internal process of the third party service provider, you will be sent a new System. The Provider will pay all shipping expenses. In the event that you do not return your old System or your System is damaged to such extent where the System is unusable, you will be charged the retail value of the System plus an additional activation fee.
HOW YOUR SYSTEM WORKS/LOCATE SERVICE. Your self-installed system sends a signal using cellular phone technology to a decoder if the alarm is triggered. Your System also has a GPS locator system will assist you in tracking your System and the personal property to which the System is properly attached thereto. The locate function helps to locate the System, and therefore must be properly attached to the asset to help locate the asset. If the System is removed from the asset, it will not locate the asset. YOU AGREE THAT THE SYSTEM WILL NOT BE USED FOR ANY ILLEGAL ACTIVITY, INCLUDING, BUT NOT LIMITED TO, TRACKING INDIVIDUALS OR ANY PERSONS. This decoder will attempt to send, without verification of receipt: an email to one or more ISP accounts or e-mail enabled devices such as a pager or cell phone or send an automated phone call to a telephone number of your choice (the “Designated Contact”). This message will only alert the Designated Contact that your System alarm has been triggered. You will be required to determine independently in your absolute discretion whether the police or other authorities should respond to the alarm. The Provider will not notify the authorities for you. You can then log on to the designated website and locate your System. You acknowledge and agree that:
1. the transmission and receipt of data may be interrupted or compromised;
2. the service is not supervised (i.e., if data is not transmitted or received, there is no notice to anyone of this fact) nor is there confirmation of receipt of transmission;
3. the Provider will not have access to your data, but will only be able to offer technical service regarding how to use the website functions, and
4. the GPS locator operates to detect the location of the System and if the System is removed or improperly installed, you may not be able to retrieve any lost or stolen personal property and the System does not guarantee any such loss will not occur. Accuracy of the locate function is dependent
  1. on cellular strength and
  2. the location of the System and asset. The locate function may not work if the System is located outside of the third party network. You hereby authorize and consent to the sharing of confidential information by Provider with any network providers, including their affiliates, as deemed reasonable by Provider for the purpose of customer service.
LOCAL AND STATE LAWS. There may be local and state laws that require you to obtain a license or permit to use and/or to register your System and notify the local or state authorities that you are using the System at your location. You agree that it is your sole responsibility to be in compliance with all state, federal, and local laws, rules, ordinances, mandates, procedures, and the like that may be imposed upon you by any and all federal, state, municipal or any authority having jurisdiction regarding the installation, maintenance, and/or dispatching mandates imposed by the aforementioned. You agree to use your System to its full capability at all times, to test the System at least monthly and to notify 1-877-456LOCK whenever the System is not functioning. You understand that Provider will rely upon your actions.
FALSE ALARMS/OTHER FEES. You agree that false alarm assessments, taxes, fees, permit fees or like charges (together, the “False Alarm Fees”) may be imposed by local government bodies or other organizations due to any audible alarm from the System. In the event that any False Alarm Fee is assessed against you or the Provider for false alarms, permits, failure to meet compliance standards, or any other like charge originating from your premises, you will pay such charges immediately, and Provider shall have no liability with respect to such False Alarm Fees.
USE OF THIRD PARTY TELECOMMUNICATION SYSTEMS. You acknowledge that signals which are transmitted over telephone lines, air waves, and/or other modes of communication pass through communication networks wholly beyond the control of Provider and are not maintained by Provider and therefore, Provider shall not be responsible for any equipment failure which prevents transmission signals from reaching the decoder, the System or your Designated Contact or for any damages arising therefrom. PROVIDER SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM ACTS OF GOD, FIRE, WAR, RIOTS, GOVERNMENT AUTHORITIES, CHANGES IN TECHNOLOGY, DISRUPTION OR LOSS OF SERVICE, APPLICATION OF FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS, CARRIER OR THIRD-PARTY RELATED ISSUES OR CONDITIONS OR CAUSES BEYOND PROVIDER’S CONTROL. It is important that you test the signal strength to your System when you change its physical location and that you are aware of the signal strength to your Designated Contact, where applicable. Provider is not responsible for the System’s inoperation due to lack of signal strength to the System or your Designated Contact. You agree to test your System at least monthly, service and maintain the System in proper working order at all times as to secure accurate transmission to the decoder. In the event that you are using a cellular or mobile device as your Designated Contact and are in a roaming or extended service area, your carrier may delay your alarm message and such delay or any loss arising therefrom is not the responsibility of Provider.
THE SYSTEM AND SERVICES ARE NOT A SUBSTITUTION FOR INSURANCE. You agree that Provider is not an insurer and that no insurance coverage is offered herein. Payments by you are for System activation to notify you of alarm signals as set forth in Section 5 and are designed to deter certain risks of loss, though there are no guarantees that the System or System activation will reduce such risks or that no loss will occur. Provider is not assuming responsibility and therefore shall not be liable to you for any loss or damage suffered by you as a result of burglary, hold-up, equipment failure, or Provider’s negligent performance or failure to perform any obligations. You shall maintain your own insurance on your assets. PROVIDER SELLS SERVICES UNDER THIS AGREEMENT, NOT GOODS. PROVIDER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS THAT THE SERVICES PROVIDED HEREUNDER AND PERFORMED BY IT WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. PROVIDER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY.
LIMITATION OF LIABILITY. You agree that the System and System activation are not designed or guaranteed to prevent loss by burglary, hold-up, acts of third parties or any other loss. If notwithstanding the terms of this Agreement should there arise any liability on the part of Provider as a result of its negligence to any degree or its failure to perform any obligation, or a failure of the System or services, such liability shall be limited to $250.00, and this shall be your only remedy regardless of what legal theory is used to determine Provider was liable for the injury or loss.
INDEMNIFICATION. You agree to defend (with attorneys selected by Provider), indemnify and hold Provider harmless from and against all claims, lawsuits and losses (including reasonable attorneys’ fees) alleged to be caused by Provider’s or its subcontractors negligent performance to any degree, its failure to perform, or a failure of the System or services, under this Agreement. This indemnity applies to claims by your employees, claims for subrogation, contribution and indemnification. The Parties agree that there are no third party beneficiaries of this Agreement other than Provider’s subcontractors and service providers. You waive any right of subrogation your insurance carrier may otherwise have against Provider arising out of this Agreement or the relation of the parties hereto.
MISCELLANEOUS.
1. This Agreement cannot be assigned by you without Provider’s prior written approval. Provider shall be permitted to assign this Agreement without your consent upon written notice to you and shall be relieved of further obligations under this Agreement upon such assignment.
2. This Agreement shall be governed by the laws of the State of Georgia without regard to the Uniform Commercial Code, as enacted by any state, or the United Nations Convention on Contracts for the International Sale of Goods. Legal or equitable actions arising out of, or relating to, to the Agreement shall be exclusively brought in either the Superior Court of Cobb County, Georgia, or the United States District Court for the Northern District of Georgia, Atlanta Division. The Parties waive trial by jury in any action between them. In any action commenced by Provider, you waive personal service of any legal process and consent that service of process may be made by the United States Postal Service, by certified or registered mail. If any party to this Agreement resorts to any legal action against the other, the prevailing party shall be entitled to recover reasonable attorneys’ fees in addition to any other relief to which the prevailing party may be entitled. This provision applies to the entire Agreement and all related documents. Any and all actions relating to this Agreement must be brought within one (1) year from the date of occurrence of the event giving rise to the action.
3. In the event that any one or more of the provisions contained in the Agreement shall be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforcement of any such provision in every other respect and of the remaining provisions of this Agreement shall not in any way be affected or impaired and shall be deemed wholly enforceable provided that, notwithstanding the unenforceability of any particular provision, the consideration underlying the Agreement remains substantially mutual in nature.
4. This Agreement shall be deemed accepted by Provider upon performance of Services.
5. This Agreement contains the full understanding of the Parties and can be modified or canceled only by writing signed by the Parties.
6. Provider may subcontract for the provision of services under this Agreement and you agree that all such subcontractors are intended third-party beneficiaries of this Agreement.
7. All subcontractors are independent contractors; there is no partnership or joint venture between Provider, any subcontractor or the manufacturer/distributor of the System.
8. Provider, distributors and resellers shall have no warranty obligations or liability for the System, all of which obligations and liability, if any, shall be the responsibility of the System manufacturer and User must look solely to such manufacturer in that regard.
9. PROVIDER, DISTRIBUTORS AND RESELLER EACH HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. You represent and warrant that payments made under this Agreement are not and will not be made for the purpose of avoiding the provisions of applicable state or local lien laws including, without limitation, the New York Lien Law.