RFI Enterprises, Inc. 6/20/2023 - Laserfiche WebLink

RFI Initial _____________Subscriber Initial ___________________ 342.2 20220407 ISPA Ver2.0 for such loss or damage against which Subscriber is indemnified or insured. Subscriber and all those claiming rights under Subscriber waive all rights against RFI and its subcontractors for loss or damages caused by perils intended to be detected by RFI's services or covered by insurance to be obtained by Subscriber, except such rights as Subscriber or others may have to the proceeds of insurance. 20. LIMITATION OF LIABILITY: SUBSCRIBER AGREES THAT, EXCEPT FOR RFI’S GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, SHOULD THERE ARISE ANY LIABILITY ON THE PART OF RFI AS A RESULT OF RFI'S BREACH OF THIS CONTRACT, NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF RFI'S OBLIGATIONS PURSUANT TO THIS AGREEMENT OR ANY OTHER LEGAL DUTY, EQUIPMENT FAILURE, HUMAN ERROR, OR STRICT PRODUCTS LIABILITY, WHETHER ECONOMIC OR NON-ECONOMIC, IN CONTRACT OR IN TORT, THAT RFI'S LIABILITY SHALL BE LIMITED TO THE SUM OF $500.00 OR 6 TIMES THE MONTHLY PAYMENT FOR SERVICES BEING PROVIDED AT TIME OF LOSS, WHICHEVER IS GREATER. IF SUBSCRIBER WISHES TO INCREASE RFI'S AMOUNT OF LIMITATION OF LIABILITY, SUBSCRIBER MAY, AS A MATTER OF RIGHT, AT ANY TIME, BY ENTERING INTO A SUPPLEMENTAL AGREEMENT, OBTAIN A HIGHER LIMIT BY PAYING AN ANNUAL PAYMENT CONSONANT WITH RFI'S INCREASED LIABILITY. THIS SHALL NOT BE CONSTRUED AS INSURANCE COVERAGE AND NOTWITHSTANDING THE FOREGOING, RFI’S LIABILITY SHALL NOT EXCEED ITS AVAILABLE INSURANCE COVERAGE. NO ACTION, WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN THREE (3) MONTHS AFTER THE CAUSE OF ACTION ACCRUES EXCEPT THAT AN ACTION FOR NON-PAYMENT MAY BE BROUGHT BY RFI AT ANY TIME WITHIN THE APPLICABLE STATUTE OF LIMITATIONS TIME PERIOD. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS EXCULPATORY CLAUSE, INDEMNITY, INSURANCE, AND ALLOCATION OF RISK AND LIMITATION OF LIABILITY PROVISIONS. 21. LEGAL ACTION / BREACH / LIQUIDATED DAMAGES / AGREEMENT TO BINDING ARBITRATION: The parties agree that due to the nature of the services to be provided by RFI, the payments to be made by the Subscriber for the term of this agreement form an integral part of RFI's anticipated profits; that in the event of Subscriber's default it would be difficult if not impossible to fix RFI's actual damages. Therefore, in the event Subscriber defaults in any payment or charges to be paid to RFI, Subscriber shall be immediately liable for any unpaid invoiced charges and any unpaid charges for labor, material and equipment. If agreement includes services detailed in 4 (b)(ii)-(e), 80% of the balance of all payments for the entire term of this agreement as LIQUIDATED DAMAGES and RFI shall be permitted to terminate all its services and to remotely re-program or delete any programming without relieving Subscriber of any obligation herein. Upon Suspension or termination of services RFI will notify Subscriber of such termination. RFI is authorized to notify Subscriber by email, First Class Mail delivered by the United Postal Service or text message to Subscriber’s cell phone. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A LIQUIDATED DAMAGE CLAUSE. SUBSCRIBER MAY BRING CLAIMS AGAINST RFI ONLY IN SUBSCRIBER’S INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION PLAINTIFF OR CLASS ACTION MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 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 BINDING AND FINAL ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BY ARBITRATION SERVICES INC., ITS SUCCESSORS OR ASSIGNS, PURSUANT TO ITS ARBITRATION RULES AT WWW.ARBITRATIONSERVICESINC.COM AND THE FEDERAL ARBITRATION ACT, EXCEPT THAT NO PUNITIVE OR CONSEQUENTIAL DAMAGES MAY BE AWARDED. The arbitrator shall be bound by the terms of this agreement, and shall on request of a party, conduct proceedings by telephone, video or, submission of papers. A part requesting in-person discovery, in-person hearing or a transcript of the discovery proceeding or hearing, shall pay for the cost of such transcript and arbitrator fees charged in connection with the discovery request and in-person hearing, which may be allocated among the parties by the arbitrator in the final award. By agreeing to this arbitration provision the parties are waiving their right to a trial before a judge or jury, waiving their right to appeal the arbitration award and waiving their right to participate in a class action. In the event of any litigation between the parties they waive the right to a jury trial unless prohibited by law. Service of process or papers in any legal proceeding or arbitration between the parties may be made by First-Class Mail delivered by the U.S. Postal Service addressed to the party's address designated in this agreement, on file with an agency of the state, or any other address provided by the party in writing to the party making service. The parties submit to the jurisdiction and laws of California, except for arbitration which is governed by the FAA and the arbitration rules. The parties are engaged in interstate commerce and the FAA and arbitration rules shall govern, notwithstanding any state law to the contrary. Any action between the parties must be commenced within one year of the accrual of the cause of action or shall be barred. The prevailing party in any litigation is entitled to recover its legal fees. Costs and disbursements so that the party is made whole from the other party. In the event a party commences a proceeding to confirm an arbitration award, the prevailing party shall be entitled to attorney fees, costs and disbursements for such proceedings. All actions or proceedings by either party must be based on the provisions of this agreement and any other action that Subscriber may have or bring against RFI 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 ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND THAT ARBITRATION IS BINDING AND FINAL AND THAT SUBSCRIBER IS WAIVING SUBSCRIBER’S RIGHT TO TRIAL IN A COURT OF LAW AND OTHER RIGHTS. 22. RFI'S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that RFI is authorized and permitted to subcontract any services to be provided by RFI to third parties who may be independent of RFI, and that RFI shall not be liable for any loss or damage sustained by Subscriber by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties. Subscriber appoints RFI to act as Subscriber’s agent with respect to such third parties, except that RFI shall not obligate Subscriber to make any payments to such third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to RFI'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, manufacturers, vendors and Monitoring Center of RFI. 23. MOLD, OBSTACLES AND HAZARDOUS CONDITIONS: Subscriber shall notify RFI in writing of any undisclosed, concealed or hidden conditions in any area where installation is planned, and Subscriber shall be responsible for removal of such conditions. In the event RFI discovers the presence of suspected asbestos or other hazardous material, RFI shall stop all work immediately and notify Subscriber. It shall be Subscriber’s sole obligation to remove such conditions from the premises, and if the work is delayed due to the discovery of suspected asbestos or other hazardous material or conditions then an extension of time to perform the work shall be allowed and Subscriber agrees to compensate RFI for any additional expenses caused by the delay until work can resume. If RFI, in its sole discretion, determines that continuing the work poses a risk to RFI or its employees or agents, RFI may elect to terminate this agreement on 3 day notice to Subscriber and Subscriber shall compensate RFI for all services rendered and material provided to date of termination. RFI shall be entitled to remove all its equipment and uninstalled equipment and material from the job site. Under no circumstances shall RFI be liable to Subscriber for any damage caused by mold or hazardous conditions or remediation thereof. 24. NON-SOLICITATION: Subscriber agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity, any employee of RFI assigned by RFI to perform and who performs any service for or on behalf of Subscriber during the term of this agreement, any renewals thereof and for a period of two years thereafter. In the event of Subscriber's violation of this provision, in addition to injunctive relief, RFI shall recover from Subscriber an amount equal to such employee's salary based on the average three months preceding employee's termination of employment with RFI, times twelve, together with RFI's counsel and expert witness fees. 25. FALSE ALARMS / PERMIT FEES / WITNESS FEES: Subscriber is responsible for all alarm permits and fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse RFI for any fees or fines relating to permits or false alarms. RFI shall have no liability for permit fees, false alarms, false alarm fines, the manner in which police or fire department responds, or the refusal of the police or fire department to respond. In the event of termination of police or fire department response this agreement shall nevertheless remain in full force and Subscriber shall COEDR