TERMS AND CONDITIONS
This is an agreement between you (hereinafter referred to as "CUSTOMER"), and ProBeep Communications. (hereinafter referred to as "The COMPANY") to provide you with digital and/or alphanumeric paging services (hereinafter referred to as "SERVICE") as shown on the reverse side.
The parties hereto agree that:
1. PURCHASE: CUSTOMER hereby purchases from the COMPANY the equipment as set forth above.
2. TERMS OF AGREEMENT (RENEWALS): The term of this agreement shall be from the time service commences until the last day of the twelfth(12) full month following the date service commenced, and thereafter it shall be automatically extended for additional one(1) year periods unless otherwise terminated or canceled by either party upon thirty (30) day prior written notice given to the other party.
3. NON-REFUNDABLE COSTS: The Service Establishment Fees, the first three(3) month's fees for service and equipment rental plus any other special advance payments are not refundable. Special customer orders must be paid in full, in advance, and are subject to a 25% cancellation fee prior to shipment by the supplier, after shipment, orders cannot be canceled nor will any refunds be made.
4. BILLING PERIOD: Charges for basic service are billed in advance on a three(3) month basis and are based on a full month, commencing on the first day of the month following the date Hereof and pro-rated for the month following which service commences. All charges for basic service regardless of date of termination, continue until the last day of the month, including that period for which service may have been suspended due to non-payment. CUSTOMER is fully responsible for all additional charges incurred during the period service is provided but which may not be billed until after the date of termination or suspension. In the event equipment is owned by the CUSTOMER, charges continue until the last day of the month for which termination for service has been requested or effected.
5. OVERCALLS: Any overcalls chargeable to the CUSTOMER shall be billed at the end of each calendar month and payment is due within 15 days of billing date.
6. BILLING ACCURACY: All billing invoices should be examined by the CUSTOMER upon receipt. Any and all objections to the accuracy of these billing statements/invoices must be specified in writing and registered with the COMPANY within(30) days of billing date. Failure to so register shall constitute the CUSTOMER'S acceptance of the statement/invoice as accurate and act as a waiver of all future objections as to accuracy. CUSTOMER shall not receive credit for interruption or poor quality of transmission due to reasons beyond the control of the COMPANY, including but not limited to equipment failure, operator errors, terrain atmospheric conditions, location, telephone equipment failure, etc. CUSTOMER will receive credit for interruption of service due to COMPANY equipment failure, after three(3) working days exclusive of Sunday and Holidays, on proper notice received from the CUSTOMER.
7. PAYMENT POLICY: All accounts are due and payable within 15 days of billing date. An account is delinquent after 20 days and service is subject to suspension without notice on or after the 25th day. A late charge of $5.00 will be added to all delinquent bills.
8. RESTORATION FEE: All accounts are subject to a minimum $25.00 fee to restore each service which has been suspended due to non-payment.
9. SPECIAL COST: The CUSTOMER is solely responsible for all costs to repair or replace rented equipment owned by the COMPANY which is physically damaged or lost while in the custody of the CUSTOMER. The CUSTOMER is required, and agrees to notify the COMPANY within 48 hours of such incident, and to pay the COMPANY within 30 days of said incident. "THE VALUE" of said equipment, without any abatement for use or deprecation. All batteries for paging equipment are to be replaced by and at the expense of the CUSTOMER. Repairs to rented equipment are to be performed only by the COMPANY or its designee. CUSTOMER is prohibited from tampering with, opening and/or attempting to repair any equipment owned by the COMPANY. It is the responsibility and obligation of the CUSTOMER for the safe return of all rented equipment to the COMPANY at the CUSTOMER'S expense when service has been suspended or terminated. Failure to do so constitutes acceptance by the CUSTOMER to pay the COMPANY "THE VALUE" of the lost or retained equipment. In the event equipment assigned to and rented by the CUSTOMER is not returned to the COMPANY within ten(10) days of the demand for said return or within ten(10) days of suspended or terminated service, then, "THE VALUE" of said equipment will be due and owing from the CUSTOMER to the COMPANY without any abatement for use or depreciation. Under the terms and conditions of the application the COMPANY retains ownership of all rented equipment assigned and provided to the customer who has the right to use the same only during the period for which rental payments by the CUSTOMER are current and not in default.
10. COLLECTION COSTS: The CUSTOMER agrees to pay the COMPANY or its assigns for all applicable special charges and/or expenses incurred by the COMPANY for the collection of amounts due it, or repossession of its equipment, including court costs, process service fees, and reasonable legal and/or other professional fees pertaining to the CUSTOMER'S account.
11. SPECIAL CHARGES: In the event any check of the CUSTOMER is returned to the COMPANY by its bank for any reason, the CUSTOMER will be charged by and agrees to pay the COMPANY a fee of $15.00 for each occurrence. The COMPANY reserves the right to refuse to deposit any check for which insufficient funds are reported by the CUSTOMER'S bank, or, any check returned to it.
12. ILLEGAL ACTIVITY: The services rendered will not be used for illegal activities in any way. The COMPANY is required by law to report any knowledge or belief of any customer's apparent illegal activity and to provide data and/or information to an appropriate law enforcement agency.
13. CONTINUED EFFECTIVENESS: If any part of this agreement is determined by a court to be invalid, the rest will remain in effect.
14. CHANGES: Any change in this agreement must be in writing and signed by all parties.
15. WAIVER BY THE COMPANY: Any waiver by the COMPANY of any restriction, limitation or default on the part of the CUSTOMER will not be deemed a waiver of any other responsibilities under this contract.
16. TRANSFER OF ACCOUNT: The CUSTOMER is not authorized to transfer this account nor any equipment without the written permission of the COMPANY.
17. LITIGATION: Any claim or controversy arising out of or pertaining to this agreement shall be adjudicated in accordance with the rules of the American Arbitration Association and shall be arbitrated in the County of Nassau, State of New York. Judgment on any award may be entered in any court having jurisdiction thereof.
18. CONTRACT: This agreement contains the entire understanding between the parties and becomes binding upon execution by the CUSTOMER and acceptance by the COMPANY.
19. DISCLAIMER: The COMPANY assumes no liability and shall not be liable to CUSTOMER for any loss or damage sustained by CUSTOMER by reason of any errors and/or omissions on the part of the COMPANY in performing the services contemplated by this agreement regardless of whether or not such loss or damage was caused by the COMPANY's negligent performance or failure of performance. NEVERTHELESS, should any liability arise on the part of the COMPANY, such liability shall be limited to $500.00 for any single incident which sum shall be paid and accepted as liquidated damages and shall constitute a complete and exclusive remedy.
In consideration of the mutual promises contained herein, the CUSTOMER acknowledges that CUSTOMER has read and expressly accepts all terms and conditions recited herein. The COMPANY agrees to furnish services subject to credit and other approvals and contingent upon the CUSTOMER'S acceptance of all the aforementioned Terms and Conditions. The rendering of service/equipment by the COMPANY shall constitute the COMPANY's acceptance of the CUSTOMER'S application.