THIS IS A MONITORING SERVICES AGREEMENT (this “Agreement”) by and between “Client” (as identified in the Quote and sometimes referenced herein as “You” or “Your”), and Titan Monitoring, Inc., (“Titan” or “We”), a Kansas corporation with an office located at 9350 Metcalf Avenue, Suite 110, Overland Park, KS 66212. This Agreement adopts and incorporates the terms and conditions set forth in the Quote and Titan’s General Terms and Conditions that you have accepted, and this Agreement shall become effective on the “Effective Date” defined below. Client and Titan shall be referred to herein each as a “Party” and together as the “Parties.”
RECITALS
Titan is in the business of providing security monitoring services and can provide quality security monitoring services. Client intends to engage Titan to provide security monitoring services.
NOW THEREFORE, in consideration of the promises and covenants contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
1. SERVICES. Titan agrees to provide security monitoring services and adhere to the terms and conditions set forth in this Agreement, the Quote and Titan’s General Terms and Conditions (the “Services”). The terms and conditions for the Services can only be amended by a mutual agreement set forth in a separate writing signed by Client and also duly executed by an authorized officer of Titan. The Services shall be performed by qualified and competent personnel in accordance with recognized practices and industry standards and shall be generally performed in a manner to reduce the risk of injury to persons and damage to property. In performing the Services, Titan shall ensure that its employees comply with all applicable federal, state, and local laws, ordinances, rules, and regulations that are required for the Services being performed by Titan.
2. TERM. The initial term of this Agreement is specified in the Quote and begins on the Effective Date (“Initial Term”). Thereafter, this Agreement shall automatically renew for additional terms of the same duration (“Renewal Term”) unless terminated in writing pursuant to the terms of this Agreement the Party that does not intend to renew delivers to the other Party a written notice of its intent not to renew the Agreement not later than the non-renewal deadline specified in the Quote.
3. QUOTE. The Quote contains information about the pricing, equipment, scope of services, payment options, exclusions, available add-on options and other material terms and conditions that apply to the Services purchased by Client. The Quote is hereby adopted by reference as if set forth fully herein.
4. INVOICING AND PAYMENT. All prices are exclusive of applicable sales or use taxes.
a. Equipment and Installation – Unless Client is leasing equipment, Titan shall invoice Client for all equipment, installation, and applicable taxes upon execution of this Agreement, with 50% of the total balance due prior to the scheduling of installation and the remaining balance due upon completion of the installation. Ongoing services will begin when Titan receives full payment for equipment and installation.
b. Ongoing Monitoring Services – Titan shall invoice Client for ongoing monitoring services monthly and all invoices shall be paid in full within 30 days from the date of the invoice. If the Client is leasing equipment, Titan shall also invoice Client for the lease payments due and Client shall pay the lease payments in accordance with the terms of the invoice.
c. Titan shall charge a 1% carrying charge on any invoice not paid within 30 days of the due date. The carrying charge will continue to accrue at 1% of the original balance, for every 30 days thereafter that the invoice remains unpaid. Titan, at its sole discretion, reserves the right to suspend, or reinstate, service for any invoice that remains unpaid past its due date. To the extent that applicable law does not permit a 1% carrying charge on any invoice not paid within 30 days of the due date, the Parties agree that the carry charge will be reduced to the amount permitted by applicable law.
5. INSTALLATION. If selected by Client in the Quote, Titan or another service provider, contractor or subcontractor (hereinafter “Company Related Party” or “Company Related Parties”) will install or take over certain alarm detection devices, monitoring devices, Unmanned Vehicle (“UV”) monitoring, and other video devices (hereinafter the “System”) in a workmanlike manner. Client agrees to pay all applicable installation and activation charges and Client must pay all utility charges associated with the installation and the subsequent operation of the System upon presentation of an invoice for such services. You agree to make the Your premises ("Premises") available without interruption during Titan’s normal working hours to permit completion of installation work. You understand that installation of the System may require drilling into various parts of the Premises or other interior or exterior work that may require access to non-visible areas. You agree to provide Titan with 110 AC electrical outlets for Titan’s power equipment in locations designated by Titan. It is Client's obligation and at Client's own cost to lift and/or replace carpeting for the installation of floor mats and/or wiring, if required by Titan. It is the intent of Titan to conceal wiring in the finished areas of the Premises, however, there may be areas where Titan determines, in its sole discretion, that it is impractical to conceal wiring. In such areas, wiring will be exposed. Further, Titan shall not be liable for loss due to water intrusion, mold, fungi, wet or dry rot or bacteria whether resulting from the installation or otherwise. You must notify Titan in writing of any problems with the installation within thirty (30) days after the completion of installation.
6. MONITORING. During the Initial Term and any applicable Renewal Term, Titan will monitor signals from the System and perform the Services agreed to by Titan and the Client. Titan, in its sole discretion, may subcontract the performance of all or any portion of the Services in this Agreement to a Company Related Party and provide such Company Related Party with all information regarding You as Titan deems necessary or appropriate to the provision of the Services and which such Company Related Party may retain and use in accordance with applicable law.
Client acknowledges that it has no contractual relationship with or rights as a third-party beneficiary with respect to any Company Related Party selected by Titan. You also acknowledge and agree that the protections afforded to Titan under this Agreement apply to any Company Related Parties selected by Titan, including, without limitation, those sections entitled “Limitation of Liability,” “Insurance,” “Warranty Exclusions” or those set forth in the General Terms and Conditions.
Monitoring Services will begin when the System is installed and operational, and when the necessary communications connection is completed and You have paid all invoices that have been presented for payment. You agree to give Titan an accurate and complete emergency contact sheet and to immediately update the emergency contact sheet when contact personnel have changed. The person(s) identified on Your emergency contact information will be authorized to act on Your behalf, including the authority to cancel an alarm prior to the notification of emergency response organizations. Titan and its Company Related Parties are entitled to rely solely on Your emergency contact information and the instructions of such personnel. Titan shall not have any obligation to perform the Services during the duration of any applicable test period.
Client acknowledges that Titan and its Company Related Parties may be subject to applicable laws and industry standards designed to reduce false alarms, and that these may result in practices and procedures that delay either the notification of emergency responders, or other verification procedures in response to monitored alarms. You agree that Titan and its Company Related Parties may exercise their professional judgment and discretion in determining whether an emergency exists or a signal should be considered to be a false alarm. In such a case, neither Titan nor its Company Related Parties shall be liable for their decision not to contact You or any person on Your emergency contact sheet. Further, if any System relays or records three (3) or more false alarm signals within a twenty-four (24) hour period, Titan and/or the Company Related Parties may place such System in test status and not report alarm signals until the system can be certified to be functioning in a reliable manner. Titan reserves the right to revise, replace, discontinue or rescind its response policies and procedures for any reason.
If Your Services include UV Monitoring, You acknowledge that Titan and its Company Related Parties are subject to applicable laws and regulations – including FAA regulations – governing the use and/or operation of commercial UVs (including aerial UVs) which, among other things, impose licensing requirements and operational limitations on the use of UVs, and which may even prohibit the import, use, deployment, or operation of UVs altogether under certain circumstances. You agree that Titan shall have no liability or responsibility for any circumstances beyond our control, including but not limited to inclement weather, visibility, signal interruptions, pilot unavailability, and/or power or transmission outages may also hinder or prevent the deployment or operation of UVs that are part of Your System or Services. You understand and acknowledge that Titan will not have a technician physically present at the Site Location where UV Monitoring services will be performed. Therefore, You agree to provide contact information for a Client representative who will be available and responsible to timely power cycle the UV Monitoring Equipment and/or retrieve and replace the UV Monitoring Equipment when requested by Titan.
YOU AGREE THAT TITAN AND/OR ITS COMPANY RELATED PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES IN WHICH THE UVs THAT ARE INCLUDED IN YOUR SYSTEM OR SERVICES CANNOT BE DEPLOYED OR OPERATED DUE TO ANY OF FOREGOING STATED CIRCUMSTANCES.
Client further agrees to comply with all permitting requirements under applicable law with respect to the operation of the System and our provision of the Services, and to provide Titan with the permit number and such other information as We may request from time to time. You understand that: (a) the System communicates with the monitoring facility over one or more transmission systems, as determined by Titan in its sole discretion, such as POTS (plain old telephone system), VoIP, DSL, broadband, cellular, radio, internet, etc.; (b) transmission systems are maintained and serviced solely by the applicable transmission system provider; (c) these transmission systems may be affected by faulty or failed equipment, weather conditions, power outages, upgrade or maintenance work, or other interruptions in service; and (d) any such conditions or changes made to these transmission systems may disrupt communications from the System. Without notice from You, You understand that Titan and/or its Company Related Party may not be aware of the existence of any such communication problems.
CLIENT AGREES TO TEST THE SYSTEM ON AT LEAST A WEEKLY BASIS AND TO TEST THE SYSTEM IMMEDIATELY FOLLOWING ANY STORM, WEATHER EVENT, POWER OR TRANSMISSION SYSTEM OUTAGE TO VERIFY THE CONTINUED FUNCTIONING OF THE SYSTEM. YOU AGREE TO REPORT ANY PROBLEMS WITH THE SYSTEM TO TITAN IMMEDIATELY. YOU UNDERSTAND THAT NO FORM OF MONITORING IS ERROR-FREE AND THAT NEITHER TITAN NOR ITS COMPANY RELATED PARTIES ARE RESPONSIBLE FOR ANY INTERRUPTION OR FAILURE OF SERVICES DUE TO FAULTY EQUIPMENT, FAULTY TRANSMISSION SYSTEMS, POWER OUTAGES, HUMAN ERROR, THE REASONABLE EXERCISE OF PROFESSIONAL JUDGMENT, OTHER INTERRUPTIONS IN TRANSMISSION SERVICES, TRANSMISSION SYSTEMS THAT HAVE BEEN TAMPERED WITH OR ANY DAMAGE OR DESTRUCTION TO TITAN’S EQUIPMENT OR FACILITIES. NEITHER TITAN NOR ITS COMPANY RELATED PARTIES ARE REQUIRED TO SUPPLY MONITORING SERVICE TO YOU WHILE ANY SUCH INTERRUPTION CONTINUES.
7. REMOTE VIDEO MONITORING/ALARM VERIFICATION. If purchased by Client, Titan will provide Remote Video Monitoring, consisting of a video and/or audio notification link, solely between those areas within the physical confines of Client’s Premises to which the camera(s) has an unobstructed view and to which the microphone(s) (if any) has unobstructed audio reception (hereinafter “Remote Video Monitoring”). Upon receipt of electronic alarm signals from Client’s Premises, Titan, or another third-party monitoring company (“TPMC”), will:
a. Upon confirmation of an alarm signal from the Premises and establishing a video signal/communication, if Titan or its TPMC, determines, in its sole opinion, that there is a reasonable basis to believe that criminal activity is taking place at the Premises, Titan or its TPMC, will use best efforts to notify the appropriate law enforcement agency or the Client, and report the signal per the existing protocols in place for the Client. If no specific protocol is in place, Titan or another TPMC will notify the appropriate law enforcement agency.
b. Upon and that Titan Monitoring, Inc. is not responsible for any guard response or activity provided by Titan Protection and Consulting, Inc. You agree to hold Titan Monitoring, Inc. harmless for any actions performed by the employees, agents or subcontractors of Titan Protection and Consulting, Inc.
CLIENT AGREES THAT TITAN, AND TITAN'S AFFILIATES, INCLUDING TITAN'S EMPLOYEES, AGENTS, SECURITY GUARDS AND PERSONNEL ARE NOT REQUIRED TO RISK ANY TYPE OF PERSONAL INJURY, HARM OR DEATH TO PROTECT THE LIFE OR PROPERTY OF THE CLIENT AND THE CLIENT'S AGENTS, EMPLOYEES, BUSINESS INVITEES, VISITORS, OR ANY OTHER PERSON ON OR NEAR THE CLIENT'S PREMISES OR PROPERTIES.
8. LIMITED WARRANTY.
a. Equipment and Parts
i. All equipment and parts are provided with only the manufacturer's warranty and no other warranties are provided., except as expressly stated in this Agreement. During the time this Agreement is in effect Titan will provide a limited warranty that if any part of the System originally installed by Titan does not work because of a defect or as a result of ordinary wear and tear, Titan will repair or replace that part at no charge to You. Titan may use reconditioned parts in making repairs. Titan's warranty to replace defective parts or parts that do not work as a result of ordinary wear and tear, is limited to the same period of time as the manufacturer’s existing warranty for such replacement parts. During the warranty period, Titan will repair or replace those parts at no charge to You. Titan's warranty applicable to the replacement parts is limited to the same period of time as the manufacturer’s existing warranty for such replacement parts. Upon expiration of the manufacturer's existing warranty for replacement parts, Titan shall have no obligation to repair or replace defective or worn parts. You must notify Titan of any problem You claim Titan’s limited warranty covers within the warranty period. This limited warranty is for the Client’s benefit only and may not be transferred or enforced by any other person.
b. Labor and Service
i. Labor and service performed by Titan holds a 30-day warranty from the date of installation. You understand that You will pay the current rate (the applicable trip charge and hourly fee) for service requests after the initial 30-day warranty period for any additional work unless an additional service plan has been purchased. The current rates are valid for Clients within a 45-mile radius of the closest Titan office. Clients outside of that area are charged mileage to respond in addition to the current service rate and will be considered on a case-by-case basis and communicated to the Client prior to completing any additional work. Service is only completed during regular business hours, which are Monday through Friday, 9:00 a.m.-5:00 p.m.
c. The limited warranties set forth in this Agreement are the only warranties that Titan makes, applies only with respect to the portions of the System originally installed by Titan, and takes the place of all other warranties whether express or implied.
TITAN MAKES NO OTHER EXPRESS WARRANTIES BEYOND THOSE EXPRESSLY MADE IN THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Titan does not promise that the System or the Services cannot be compromised or that they will always provide the intended result. If a court decides Titan has given You any implied warranty, it will extend only for the length of the limited warranty period. Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You. This limited warranty gives You specific legal rights. You may also have other legal rights that vary from state to state.
d. You acknowledge and agree that no contractor, subcontractor, supplier, service provider or other vendor of Titan makes any warranty, including any implied warranty, other than such express warranties as may be provided by such person to You in writing and You agree that any such warranties do not constitute warranties made by Titan and that any recourse that you might have on any such warranties can only be enforced against the entity or person who provide You with such warranties.
9. WARRANTY EXCLUSIONS. The limited warranties provided to Client in this Agreement do not apply to: (a) batteries, wiring, bulbs, LEDs, security window screens, and exterior mounted devices, (b) the portions of any take over System that We determine are not in good operating condition at the time of take over; (c) service calls outside of Titan’s normal business hours for warranty and repair work; and (d) circumstances where Titan's inspection determines that the need for service was caused by circumstances or acts beyond Titan’s control, including, but not limited to, accidents, power surges, power outages, misuse, lack of proper maintenance, unauthorized changes to the systems or acts of God, including lightning, fires, earthquakes, tornadoes, hurricanes, floods, and the like.
10. TITAN EQUIPMENT OWNERSHIP. If Equipment is directly sold by Titan to the Client or if Client is leasing the equipment You agree and stipulate that, except for the wiring installed inside the Premises and any existing take over System, all of the equipment is personal property and belongs to Titan or other third-party lessor, and the equipment shall not be deemed to be a real estate fixture or in any way to be part of the Premises (collectively, the “Company Equipment”).
You agree to use Company Equipment only for the Services pursuant to this Agreement. Titan may inspect, remove and/or change the Company Equipment at Titan’s discretion at any time the Services are active or following the termination of Service. You agree that Titan’s addition, removal, change or update to Company Equipment may interrupt Your Service. You may not sell, lease, abandon, or give away Company Equipment. Company Equipment may only be used in or on the Premises. At Your request, Titan may relocate Company Equipment. YOU UNDERSTAND AND ACKNOWLEDGE THAT IF YOU ATTEMPT TO INSTALL OR USE COMPANY EQUIPMENT OR SERVICES AT A LOCATION OTHER THAN THE PREMISES, THE SERVICES MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY. You agree that You will not allow anyone other than Titan, its agents, or other Company Related Parties to service or operate Company Equipment. The Company Equipment in Your possession must be covered by Your existing insurance policies for loss and/or damage and insured under your general liability policy. You will be directly responsible for loss, repair, replacement and other costs, damages, fees and charges if You do not return Company Equipment to Titan in an undamaged condition upon the termination of Service.
Company Equipment, including any firmware or software embedded in, or “downloaded” from time to time to, Company Equipment or used to provide the Services, are protected by trademark, copyright, patent and/or intellectual property laws and international treaty provisions. You are granted a revocable license to use such firmware and software in object code form (without making any modification thereto) strictly in accordance with this Agreement. You acknowledge and understand that You are not granted any other license to use the firmware or software embedded in Company Equipment or used to provide the Services. You expressly agree that You will use Company Equipment exclusively in connection with the Services. You shall not take any action nor allow anyone else to take any actions that will reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code from the binary code of the firmware or software.
Titan’s battery powered motion detectors, door and window contact transmitters, and other detection sensors are not connected to the electrical system of the Premises. Such detection sensors require batteries to operate. THESE BATTERY POWERED DETECTION SENSORS WILL NOT OPERATE, AND THE ALARM WILL NOT SOUND, IF THE BATTERIES ARE LOW OR DEAD. You are responsible for regularly maintaining, testing and replacing the batteries in these battery-powered detection sensors. You agree to regularly inspect such sensors for dirt and dust buildup and test them weekly to maintain continued operation.
THE OWNER’S MANUAL CONTAINS VERY IMPORTANT INFORMATION SUCH AS OPERATING INSTRUCTIONS AND EQUIPMENT TESTING AND MAINTENANCE INFORMATION. YOU SHOULD BE ABLE TO OBTAIN SUCH MANUALS THROUGH THE MANUFACTURER’S WEBSITE. YOU AGREE TO READ THE OWNER'S MANUAL AND ALL INSTRUCTIONS, WARNINGS AND OTHER INFORMATION REGARDING THE EQUIPMENT USED AND/OR INSTALLED.
11. CANCELLATION.
a. Titan may terminate this Agreement at any time upon notice to You, if: (i) Titan’s or its third party suppliers’ or Titan’s alarm and/or video monitoring center is destroyed or damaged so that it is impractical for Titan to continue service; (ii) Titan cannot acquire or retain the transmission connections or authorization to transmit signals between the Premises and Titan’s alarm and/or video monitoring center or the applicable fire or police department or other agency; (iii) You fail to follow Titan’s recommendation to repair or replace any defective parts of the System; (iv) You fail to follow Titan’s operating instructions for the System; (v) You fail to perform any of Your obligations under this Agreement; (vi) Titan determines that it is impractical to continue service due to the modification or alteration of the Premises after initiation of any Service(s); (vii) You fail to maintain the Premises in a safe and sanitary condition; (viii) You cease to maintain a broadband Internet connection utilizing a transmission system compatible with the Services, as determined by Company in its sole discretion; (ix) any change in applicable law increases Titan’s cost of providing the Services or modifies or changes Titan’s liability for the provision of Services in such jurisdiction.
b. If Titan terminates this Agreement for any reason, You must: (i) immediately cease all use of the System and Company Equipment; (ii) pay in full for Your use of the System and Services up to the date this Agreement has been terminated; (iii) within ten (10) days of termination, return all Company Equipment to Titan at our local business office in good working order, reasonable wear and tear only accepted; and (iv) permit Titan or its agents to peacefully enter the Premises to remove all Company Equipment or other materials provided by Titan. If You do not return, or Titan does not retrieve, any Company Equipment, You will be charged the full replacement cost for any missing, lost or destroyed Company Equipment. Titan does not have to provide any Service after the date the Agreement is terminated.
c. Notwithstanding anything to the contrary in this Agreement, the termination of this Agreement for any reason shall not relieve Client of its responsibilities to pay the monthly payments under any Equipment Finance Rider between Client and Regents Capital Corporation.
12. INSURANCE. Client is responsible for obtaining all insurance coverage that Client believes is necessary to protect its residence, business, belongings, and persons in or on Client’s Premises, including coverage for personal injury and property damage. CLIENT ACKNOWLEDGES THAT THE PAYMENTS IT MAKES UNDER THIS AGREEMENT ARE NOT RELATED TO THE VALUE OF THE PREMISES, YOUR POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON THE PREMISES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES AND TAKE INTO CONSIDERATION THE LIABILITY AND DAMAGE PROTECTIONS AFFORDED TO TITAN UNDER THIS AGREEMENT. Client understands that the Services provided under this Agreement are designed to reduce, but not eliminate, certain risks. Titan does not guarantee that the Services will prevent personal injury, loss of human life, unauthorized entrances, property loss or damage, fire loss or damage and smoke damage to the Premises. Titan and the Company Related Parties assume no liability for those risks.
IN CASE OF ANY THIRD-PARTY CLAIM OR LOSS COVERED BY YOUR INSURANCE, CLIENT AGREES NOT TO LOOK TO TITAN FOR REIMBURSEMENT. CLIENT WAIVES ANY RIGHTS THAT ITS INSURANCE CARRIER(S) OR OTHERS CLAIMING THROUGH THEM MAY HAVE AGAINST TITAN, INCLUDING ANY RIGHTS OF SUBROGATION.
13. RESIDENTIAL CUSTOMERS. IF YOU ARE A RESIDENTIAL CUSTOMER AND YOU HAVE AGREED TO THE PURCHASE OF THE SYSTEM AND/OR SERVICES BY A SALES REPRESENTATIVE, APPLICABLE LAW MAY PERMIT YOU TO CANCEL THIS TRANSACTION BEFORE MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF ACCEPTANCE OR THE DATE YOU SIGN THIS AGREEMENT. CANCELLATION MUST BE BY NOTICE TO TITAN MONITORING, INC. IN ACCORDANCE WITH APPLICABLE LAW.
YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTOOD ITS TERMS, ESPECIALLY THOSE PARAGRAPHS RELATING TO YOUR INDEMNIFICATION OF TITAN MONITORING, INC. AND ITS AGENTS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, AND SUBCONTRACTORS. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD TITAN’S LIMITATION OF LIABILITY, LIMITED WARRANTY, AND WARRANTY EXCLUSIONS.
14. LIMITATION OF LIABILITY. CLIENT ACKNOWLEDGES THAT NEITHER TITAN NOR ITS AFFILIATES, NOR ANY OF ITS OR THEIR AGENTS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, CONTRACTORS OR SUBCONTRACTORS, IS AN INSURER OF OR AGAINST ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR IN OR AT THE PREMISES, WHETHER AS A RESULT OF ROBBERY, BURGLARY, THEFT, FIRE, SMOKE, CARBON MONOXIDE POISONING, PHYSICAL HARM TO ANY PERSON, ENTRY IN OR ONTO THE PREMISES, THE CONDUCT OF ANY PERSONS IN OR ON THE PREMISES, EQUIPMENT INSTALLATION (IF APPLICABLE) OR OTHERWISE. YOU ACKNOWLEDGE THAT THE PAYMENTS YOU MAKE UNDER THIS AGREEMENT ARE NOT RELATED TO THE VALUE OF THE PREMISES, YOUR POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON THE PREMISES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES, AND TAKE INTO CONSIDERATION THE PROTECTIONS AFFORDED TO COMPANY UNDER THIS AGREEMENT.
IF TITAN OR ANY OF ITS AFFILIATES, OR ANY OF ITS OR THEIR AGENTS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, OR SUBCONTRACTORS (INCLUDING ANY COMPANY RELATED PARTIES) ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO ITS OR THEIR NEGLIGENCE OR THE FAILURE TO PERFORM ITS OR THEIR OBLIGATIONS UNDER THIS AGREEMENT IN ANY RESPECT AT ALL, THE MAXIMUM LIABILITY (INCLUDING JOINT AND SEVERAL LIABILITY) WILL BE $1,000.00. TITAN MAY ASSUME A GREATER LIABILITY UPON YOUR REQUEST, BUT ONLY FOR AN ADDITIONAL CHARGE AGREED UPON BY YOU AND TITAN IN A WRITING SIGNED BY AN AUTHORIZED OFFICER O TITAN. IF TITAN DOES SO, A RIDER TO THIS AGREEMENT MUST BE SIGNED BY YOU AND TITAN. UNDER NO CIRCUMSTANCE SHALL TITAN’S AGREEMENT TO INCREASE ITS LIMIT OF LIABILITY BE CONSTRUED OR INTERPRETED TO HOLD IT OR ITS AGENTS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, OR SUBCONTRACTORS (INCLUDING COMPANY RELATED PARTIES) AS INSURERS. THE FOREGOING STATED LIMITATION OF LIABILITY FOR $1,000 SPECIFICALLY COVERS LIABILITY FOR: LOST PROFITS; LOST OR DAMAGED PROPERTY; LOSS OF USE OF PROPERTY OR THE PREMISES; GOVERNMENTAL FINES AND CHARGES; AND THE CLAIMS OF THIRD PARTIES. ALSO COVERED BY THIS LIMITATION OF LIABILITY ARE ANY OF THE FOLLOWING TYPES OF DAMAGES: DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES, AND ANY PUNITIVE DAMAGES THAT RESULT FROM AN ACTS OR CIRCUMSTANCES RELATING TO THIS AGREEMENT. NOTWITHSTANDING, THE MAXIMUM LIABILITY LIMITATION STATED AS TO CLIENT, THE MAXIMUM LIABILITY LIMITATION DOES NOT APPLY TO CLAIMS FOR PROPERTY LOSSES OR PERSONAL INJURIES BROUGHT AGAINST TITAN IF THE LOSSES OR INJURIES WERE CAUSED BY: (A) THE NEGLIGENT ACTS OR OMISSIONS OF TITAN OR ITS COMPANY RELATED PARTIES WHILE PHYSICALLY PRESENT ON CLIENT’S PREMISES, OR (B) A COLLISION BETWEEN ANY UV MONITORING EQUIPMENT OPERATED BY TITAN (OR ITS COMPANY RELATED PARTIES) AND ANY OTHER PERSONS OR PROPERTY LAWFULLY PRESENT ON CLIENT’S PREMISES.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
15. NOTICES. Notices will be effective hereunder when and only when they are reduced to writing and delivered, by next day delivery service, with proof of delivery, or mailed by certified or registered mail, return receipt requested. If sent to Client, then the notice shall be sent to Client’s Billing Contact Person at the Billing Address set forth in the Quote. If sent to Titan, the notice shall be addressed to: Titan Monitoring, Inc., 9350 Metcalf Ave. – Suite 110, Overland Park, KS 66212, Attn: Ryan Smith. All such notices shall be deemed given on the date delivered or the date of attempted delivery (if refused).
16. YOUR ADDITIONAL AGREEMENTS.
a. By signing below, You represent and warrant that You have the authority to sign this Agreement in an individual or in Your capacity as an agent for Client and that doing so will not violate any other agreement. You further represent and warrant that You are either the owner of the Premises or lawful possession of the Premises and You have authority to give Titan access to the Premises to perform its Services under this Agreement.
b. Client agrees to notify Titan promptly if there is any change in the information that You have provided to Titan. Failure to provide and maintain accurate information is a breach of this Agreement.
c. Client’s sole and exclusive remedies under this Agreement are as expressly set forth in the Agreement, the Quote, and the General Terms and Conditions.
d. Client agrees to address any issues within Your control to limit the amount of false or nuisance alerts such as, but not limited to, high grass, vehicular traffic, human or wildlife traffic, weather conditions and the like. You understand that You can incur additional charges (including the applicable trip charge and current hourly fee) for false or nuisance alerts if You do not address the cause(s) of the false alerts, in a timely manner. Titan will come at Your request to handle such issues at its current hourly service rate. Additional charges may apply to service requests that must be performed outside of regular business hours or more than 45-miles from the closes Titan office.
e. Any changes to the Client’s System or monitoring hours must be made in writing with at least 48 hours’ notice by Client. It is the Client’s responsibility for changing hours on holidays or weekends if desired.
f. Client agrees to prevent false alarms and assume responsibility for them. If the System generates excessive false alarms, You will be in breach of this Agreement and Titan may terminate any of the Services in this Agreement and recover damages from You. If a false alarm fine or penalty is charged to Titan, You agree to pay for the charges. If Titan notifies You of a malfunction, You will disconnect the System until Titan can repair it.
g. Client agrees that, to the extent permitted by applicable law, Titan may use video clips and recordings of incidents from your property with anyone in the normal course of Titan’s business, including marketing purposes.
h. Client authorizes Titan and its agents/employees to enter the Premises physically, remotely or electronically at reasonable times and upon reasonable notice for purposes of performing any of the Services described in this Agreement and any riders incorporated into this Agreement. You understand that, upon receiving notification that an alarm signal has been received by Titan, the police, fire department or other responding authority may forcibly enter Client’s Premises.
17. SEVERABILITY. If any part of this Agreement shall be contrary to any law which either party might seek to apply or enforce or should otherwise be defective, the other provisions hereof shall not be affected thereby but shall continue in full force and effect, to which end they are hereby declared severable.
18. ENTIRE AGREEMENT.
a. The Client and Titan/Regents Capital Corporation acknowledge that the Agreement and these General Terms and Conditions constitute the entire agreement of and between the parties on the subject matter of the Agreement and no warranties, representations, or covenants have been made except as expressly set forth herein. The Agreement and these General Terms and Conditions supersede all prior or contemporaneous oral and written negotiations and/or agreements related to the subject matter hereof.
b. The Agreement and these General Terms and Conditions and their terms may not be waived or modified or otherwise changed without the same being set forth expressly in a written document executed by Client and Titan/Regents Capital Corporation. The Client and Titan/Regents Capital Corporation acknowledge and represent that they have read the Agreement carefully and that there have been no oral or written statements made to them by anyone that contradicts, varies, or would change the meaning of any statements, promises, or agreements set forth in this Agreement.
19. SURVIVAL. Client agrees that all covenants, agreements, representations, warranties, and indemnities contained in the Agreement, these General Terms and Conditions (and any and each other agreement or instrument delivered pursuant hereto) shall survive (i) the execution and delivery of the Agreement, (ii) the consummation of the transactions contemplated hereby, (iii) repurchase of any contracts and assigned interests by Titan and (iv) termination or cancellation of the Agreement.
20. WAIVER. No failure or delay in requiring strict compliance with any obligations under the Agreement (or in the exercise of any right or remedy provided herein) and no custom or practice at variance with the requirements hereof shall constitute a waiver or modification of any such obligation, requirement or right or remedy or preclude exercise of any such right or remedy or the right to require strict compliance with any obligation set forth in the Agreement. No waiver of any default or any right or remedy with respect to such default shall preclude, affect, or impair enforcement of any right or remedy provided herein with respect to any subsequent default.
21. CONTRACTING PARTY ACKNOWLEDGEMENT. Client understands that the Agreement is made only between Client and the Titan corporate entity identified in the Agreement. Client shall not have any rights or remedies against any other Titan company, subsidiary, or affiliate unless Client has entered into a separate written agreement with such company or companies.
22. EXECUTION. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same contractual agreement and may be signed electronically via a recognized commercial e-signature platform that offers secure electronic signatures. Emailed, faxed, or scanned copies of the Agreement signed by the Parties shall be considered for all purposes, including delivery, as originals.
Last updated 3/3/2026