1. SERVICE DESCRIPTION
Orion provides various services relating to the security industry. These services include, but are not limited to video monitoring, UAV’s, billing and call centre support products and services as well as cloud based ‘as a service’ model offerings.
2. SERVICE USAGE
A. Legal Parameters: Any Organization, Corporation or individual CLIENT, whether buyer or seller herein after known as the CLIENT, wishing to utilize the services of Orion may be used only for lawful purposes and the usage of the service in connection with or adjunct to any matter or thing which violates any foreign, municipal, provincial, state, county or federal statute or regulation is prohibited. CLIENT agrees to indemnify and hold harmless Orion from and against any and all claims, actions, causes of actions, administrative or government action, losses or damages (including legal fees and expenses) arising from the usage of any services by the CLIENT.
B. Unilateral Service Revocation: In the event that Orion, at any time, believes that the service is being used by the CLIENT in contravention of the terms and provisions of the services, Orion may, at its sole discretion, immediately discontinue such service to CLIENT without liability.
3. NO WARRANTIES
With respect to any all products and/or services provided by Orion (“SERVICES”), the CLIENT acknowledges and agrees that Orion makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness, uptime, and operation and/or use of and SERVICES or PRODUCT for any particular purposes. As a result, the CLIENT agrees that Orion shall not be liable to the CLIENT for any claims, damages or compensations which may be suffered by the CLIENT, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, changes to data, inability to access any SERVICES, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of Orion. The CLIENT hereby agrees to indemnify and hold harmless Orion from any and all claims of any nature whatsoever brought by any of its CLIENTs.
4. USE OF INFORMATION
The utilization of any voice, video or data transmission or information received by CLIENT from the utilization of the service to be provided by Orion is at the CLIENT’s sole and absolute risk. Orion specifically disclaims and denies any responsibility for the completeness, accuracy or quality of information obtained through the SERVIICE provided to the CLIENT.
5. SERVICE FEES AND INVOICING
Where applicable CLIENT shall pay any initial fees set forth by Orion prior to the commencement of service. In addition, the CLIENT may at the start of service or at a later date be required to pay a security deposit for which amount to be determined solely by Orion based on any information it receives or feels appropriate to make such determination. In the event that CLIENT shall fail to pay for such services or security deposit, then Orion shall be entitled to unilaterally terminate this agreement and discontinue the service of CLIENT or the applicable account for which payment has not been received. The indemnification and limits of liability provisions of paragraphs 2 and 3 shall survive any such termination. Upon payment of the charges due hereunder, Orion may, at its sole discretion, re-institute service, at which time all terms and conditions of this contract shall continue in full force and effect. Any service disconnection or suspension may require a re-activation fee, the amount of which is set at the sole discretion of Orion.
6. CLIENT SUPPORT
Support issues must be initiated through the contact page located in the Contact page available at Orion website or by voice call to the main number as advertised on the web site (www.Orionmonitoring.ca) and if not answered then a message must be left in the appropriate support voice mailbox. Orion will make a diligent effort to resolve issues related to services provided to a CLIENT, but does not guarantee to provide a solution for every issue raised. Orion’s services are provided “as-is” under the warranty stated in paragraph three (3) of this Agreement.
Any CLIENT who cancels or terminates services shall be responsible for all charges accrued to that point, or as set out in any individual service contract. Where applicable, all one-time setup fees are non-refundable. Nonpayment of outstanding amounts may result in withholding of transfer of services to other providers. Any cancellation of services must be requested either by email to firstname.lastname@example.org or by phone call to the main number as advertised on the web site (www.orionmonitoring.ca) and if not answered then a message must be left in the appropriate support voice mailbox. For any cancellation request, we require at least 60 days’ notice prior to the actual date of cancellation. Cancellations processed as a result of violations of these Terms and Conditions or other policy violations in particular Unsolicited Commercial Email (spam) are subject to clean-up fees, termination charges or other charges at the sole discretion of Orion. In the case of policy violations, Orion reserves the right to terminate or suspend any accounts or services without prior notice. Orion reserves the sole right to determine what is and what is not a policy violation.
New CLIENTs. To set up a new service with Orion CLIENTs may be required to make an initial deposit, along with any applicable set up fees. New accounts will not be set up until payment has been received and processed by our Accounting Department. Orion accepts Visa, MasterCard and PayPal as a means of payment by credit card. Other forms of payment such as purchase orders, wire transfers or checks may also be accepted at the discretion of Orion
9. CONTRACT RENEWALS
Contracts for services provided by Orion, including all commissions, optional services and dedicated services if under a form of contractual obligation are automatically renewed at the renewal date unless we have been otherwise notified. Existing CLIENTs in good standing may order new services at any time without an initial payment. Normally we will bill for new services once they have been setup and are available. If requested, we can adjust the billing periods for new services to match the billing period of any existing services you may have. We provide full statements to our CLIENTs. Our statements include CLIENT names, billing periods, amounts charged, amounts paid, useful descriptions and other important information. Accounts carrying a balance forward will be issued a statement every thirty days electronically until full payment is made. Statements issued to CLIENTs paying by credit card will show type of card used to make the payment. We do not print credit card numbers on our statements.
10. SCOPE OF AUTHORITY
CLIENT has no authority, apparent or otherwise, to contract for, or on behalf of Orion , or in any other way legally bind Orion in any fashion, nor shall CLIENT be authorized to make any representations about Orion or its services other than to reiterate to its CLIENTs Orion responsibilities as outlined in this agreement.
11. CHANGES IN TERMS OF AGREEMENT
Orion reserves the right to make changes to the above terms and conditions of this agreement. The CLIENT agrees to monitor Orion’s website for notice of changes in this agreement on regular basis. Changes in monthly service fees shall become effective only at the end of the CLIENTs current billing period for which the CLIENT has prepaid. Utilization of the service by the CLIENT and/or its CLIENTs following the effective date of such change shall constitute acceptance by CLIENT of such change(s) in terms.
Venue: Should any dispute arise under the terms of this contract, the parties agree that venue for resolution of said dispute shall be Vancouver, BC, Canada. Attorney’s Fees and Expenses: Should any legal action be instituted to enforce the terms and conditions of this agreement, if Orion shall be the prevailing party, Orion shall be entitled to recover reasonable attorney’s fees and expenses incurred at both the trial and appellate levels. Account Holder Disputes: Orion will only accept and process changes to a CLIENT Account, including the issue and/or re-issue of access or passwords, from the party that originally set up the CLIENT Account and can demonstrate to Orion satisfaction that they are the rightful Account Holder. Orion will not divulge or change passwords to any account without proof of identification, which is satisfactory to Orion, which may include written authorization with signature. In the event of any partnership break-up, divorce or other legal problems that includes a CLIENT Account, the Account Holder understands that Orion will remain neutral and may put the Account on hold until the situation has been resolved by the parties involved. Under no circumstances will Orion be liable for any losses incurred by the Account Holder during this time of determination of ownership, or otherwise. The Account Holder agrees to indemnify and hold harmless Orion from any and all claims arising from such ownership disputes. The terms of this Section will survive any termination of this Agreement.
13. ENTIRE AGREEMENT AND SEVERABILITY
This instrument constitutes the entire agreement between Orion and the CLIENT, and represents the complete and entire understanding of the parties with respect to the subject matter of this agreement. This instrument supersedes any other agreement or understanding between Orion and the CLIENT, whether written, electronic or oral. In the event that any term or provision of this instrument is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this instrument and the agreement, which it evidences, shall remain in full force and effect.