Terms and Conditions of Monitoring Services and Related Goods

Terms and Conditions of Monitoring Services and Related Goods

    1. “Aggregated Statistics” means data and information related to Customer’s use of the Monitoring Services that is used by Radio Bridge in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Monitoring Services.
    2. “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Monitoring Services.
    3. “Documentation” means Radio Bridge’s user manuals, handbooks, guides, and downloadable data, tables, analysis, or charts relating to the Monitoring Services provided by Radio Bridge to Customer either electronically or in hard copy form/end user documentation relating to the Monitoring Services.
    4. “Radio Bridge IP” means the Console, the Documentation, sensor and other hardware design, firmware of the sensors and other hardware, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Radio Bridge IP includes Aggregated Statistics and any information, data, or other content derived from Radio Bridge’s monitoring of Customer’s access to or use of the Monitoring Services, but does not include Customer Data.
  2. Entire Agreemen The Radio Bridge Monitoring Services Agreement and these Terms and Conditions are defined, collectively, as this “Agreement.” This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
  3. The Console.Radio Bridge hereby grants Customer a non-exclusive, non-transferable right to access and use the Consoleduring the Term, solely for use by Customer in accordance with this Agreement. Such use is limited tomonitoring services described in Monitoring Services Agreement. Customer shall not use the Consolefor any other purpose beyond the scope of access granted in this Agreement. Customer is responsible and liable for all uses of the Consoleand Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
    1. Use Restrictions. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Console or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Console or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Console, any Related Goods, or any software of the Related Goods, in whole or in part; (iv) remove any proprietary notices from the Console or Documentation; or (v) use the Console or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    2. Suspension of Service.Notwithstanding anything to the contrary in this Agreement, Radio Bridge may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Console if: (i) Radio Bridge reasonably determines that (A) there is a threat or attack on any of the Radio Bridge IP; (B) Customer’s or any Authorized User’s use of the Radio Bridge IP disrupts or poses a security risk to the Radio Bridge IP or to any other customer or vendor of Radio Bridge; (C) Customer, or any Authorized User, is using the Radio Bridge IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Radio Bridge’s provision of the Console to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Radio Bridge has suspended or terminated Radio Bridge’s access to or use of any third-party services or products required to enable Customer to access the Console; or (iii) Customer fails to make any payment when due (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Radio Bridge shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Console following any Service Suspension. Radio Bridge shall use commercially reasonable efforts to resume providing access to the Console as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Radio Bridge will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
    3. Documentation License.Subject to the Terms and Conditions contained in this Agreement, Radio Bridge hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Monitoring Services.
    4. Warranty. Radio Bridge does not make any representations or guarantees regarding uptime or availability of the Console, unless specifically stated in the Console definition.THE CONSOLE IS PROVIDED “AS IS” AND RADIO BRIDGE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RADIO BRIDGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.RADIO BRIDGE MAKES NO WARRANTY OF ANY KIND THAT THE CONSOLE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  4. This section only applies if the Related Goods are provided to Customer by a license. Radio Bridge grants a limited license to Customer to use the Related Goods in operation with the Console for the purposes set forth in the Radio Bridge Monitoring Services Agreement and subject to this Agreement. . Customer understands the Related Goods are only programed to be operable with the Console. Customer acquires no ownership, title, property, right, equity or interest in the Related Goods. Customer has no right to sell, give away, transfer, pledge, mortgage, otherwise encumber, alter, or tamper with the Related Goods. None of the Related Goods will be deemed a fixture or part of Customer’s real property.
    1. Access and Installation. Customer shall install the Related Goods and Monitoring Services in accordance with Radio Bridge’s training and support and may relocate the installation location of the Related Goods. Customer may replace batteries of the Related Goods. Customer assumes all risks associated with the installation and removal of the Related Goods. Besides replacing batteries, Customer shall not make any other repairs or changes to the Related Goods. Additionally, if Customer makes a Services Request, Customer grants Radio Bridge access to its premises to service one or more Related Goods. Customer also grants Radio Bridge access to inspect the Related Goods with written notice two (2) days prior to entry.
    2. Repairs and Replacements. Customer is responsible for loss of, damage to, and the entire cost of any necessary service or repair of any Related Goods that is attributable to improper installation of, misuse of, or abuse of the Related Goods, as determined by Radio Bridge. All maintenance and repair of the Related Goods must be performed by Radio Bridge or its designee(s). Radio Bridge may charge Customer for any repairs or replacements that are necessitated by any damage to, misuse of, abuse of, or improper installation of the Related Goods. Radio Bridge reserves the right to charge reasonable shipping and handling fees in connection with replacement of any Related Goods.
    3. Return on Termination.Upon expiration or any method of termination, by either Radio Bridge or Customer, all Related Goods provided must be returned to Radio Bridge. Customer must return all hardware to Radio Bridge within thirty (30) days of the final payment of the Service Payment and is responsible for all shipment costs, all other costs, expenses, and risk of returning the Related Goods, including but not limited to risk of loss during shipment. If the Related Goods is not returned after termination of the service, Customer must pay Radio Bridge five hundred (500) U.S. dollars per Related Goods that is not returned. Also, Customer shall so pay five hundred (500) U.S. dollars per any returned Related Goods, which is damaged or unusable, normal wear and tear excepted.
    4. Use Restrictions.Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Related Goods or any software of the Related Goods, in whole or in part; (ii) remove any proprietary notices from the Related Goods; or (iii) use the Related Goods in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    5. Warranty. RADIO BRIDGE MAKES NO WARRANTY WHATSOEVER, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; [OR] (c) WARRANTY AGAINST INTERFERENCE; OR (d) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
  5. Buying Goods. This section only applies if the Related Goods are bought by Customer in a one-time purchase. This section is not subject to the Term, Renewal Term, or Termination. Except as provided in this Section 5, the Purchase Price of the Related Goods is non-refundable. Customer purchases the Related Goods as is and understands the Related Goods are only programed to be operable with the Console. The Related Goods will be delivered within a reasonable time after the receipt of payment. All delivery dates provided are estimated dates only. Radio Bridge shall not be liable for any delays, loss, or damage in transit.
    1. Delivery. Unless otherwise agreed in writing by the parties, Radio Bridge shall deliver the Related Goods to Customer’s address (“Delivery Point”) using Radio Bridge’s standard methods for packaging and shipping such Related Goods. Customer shall take delivery of the Related Goods within four (4) days of Radio Bridge’s written notice that the Related Goods have been delivered to Delivery Point. Title and risk of loss passes to Customer upon delivery of the Related Goods at the Delivery Point. Radio Bridge shall not be liable for any non-delivery of the Related Goods (even if caused by Radio Bridge’s negligence) unless Customer gives written notice of the non-delivery within four (4) days of notice of delivery. Any liability for non-delivery shall be limited to replacing the Related Goods within a reasonable time or refunding the Purchase Price of the Related Goods. Customer acknowledges and agrees that the remedies set for in this section are Customer’s exclusive remedies for any non-delivery.
    2. Nonconforming Goods. Customer must inform Radio Bridge in writing within four (4) days of receipt of the Related Goods that the Related Goods are Nonconforming Goods. Otherwise, Customer will be deemed to have inspected and accepted the Related Goods. If timely notified, Radio Bridge shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Related Goods, or (ii) credit or refund the Purchase Price for such Nonconforming Goods. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in this Agreement; or (ii) product’s label or packaging incorrectly identifies its contents. Customer acknowledges and agrees that the remedies set for in this section are Customer’s exclusive remedies for any nonconforming Good.
    3. Returns. Returns are subject to the Return Policy of Radio Bridge’s website, see <https://radiobridge.com/legal>. In accordance with the Return Policy, an undamaged, unopened or non-working Related Good may be returned within thirty (30) days of delivery to the Delivery Point; however, returning a Related Good may affect the Monitoring Services provided. Except this Section 5C, any issues, termination, or other affects to the usage of the Related Goods shall not give Customer the right to the return of Purchase Price.
    4. Warranty. Radio Bridge warrants that for a period of one (1) year following delivery of the Related Goods at the delivery point (“Warranty Period”), the Related Goods will (a) perform in accordance with published specifications, and (b) will be free from defects in materials or workmanship. In the event on or more of the Related Goods does not meet this warranty, Radio Bridge’s sole obligation will be, at its election, to repair or replace the Radio Bridge Related Good in question or to refund the Purchase Price of that Related Good. EXCEPT FOR THE LIMITED ONE (1) YEAR WARRANTY, RADIO BRIDGE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE RELATED GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  6. The Console access rights granted hereunder entitle Customer to Support. Support shall be provided for the duration of the Term, unless termination occurs. Radio Bridge does not guarantee that Support will fix all issues that may arise but will use reasonable efforts to attempt to fix the Customer’s issues. Customer’s sole rights of termination are stated in Section 10, and Customer dissatisfaction with Support is not one of Customer’s rights of termination.
  7. Account, Customer Data, and Authorized Users.
    1. Account Security. Only Customer is responsible for maintain the security of its account. All information provided to Radio Bridge to create Customer’s account will be held and used in accordance with Radio Bridge’s Privacy Policy. Customer should inform Radio Bridge immediately of any actual or suspected loss, theft, fraud, or unauthorized use of its account. Customer is solely responsible for any activity in its account, whether or not authorized by Customer.
    2. Customer Data.Radio Bridge acknowledges that, as between Radio Bridge and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Radio Bridge a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Radio Bridge to provide the Monitoring Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer also hereby grants to Radio Bridge a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Customer’s name, Customer’s logo, and the application, method, and other details of the Monitoring Services used by Customer in any advertising, sales material, press release, public disclosure or publicity of Radio Bridge.
    3. Customer Responsibilities with Authorized Users. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Monitoring Services and Related Goods and shall cause Authorized Users to comply with such provisions.
  8. Customer agrees to pay the Service Payment and, if applicable, Purchase Price, as well as all taxes that are now or in the future assessed in connection with any Monitoring Services or Related Goods that are received.
    1. Automatic Payments. Customer may authorize Radio Bridge in writing to charge Customer’s debit/credit card or bank account automatically to pay its invoice, as well as any unpaid balances and fees if this Agreement is terminated.
    2. Late Fees. Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of ten (10) percent per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Radio Bridge for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Radio Bridge does not waive by the exercise of any rights hereunder), Radio Bridge shall be entitled to suspend the provision of any Monitoring Services if the Customer fails to pay any amounts when due hereunder and such failure continues for seven (7) days following written notice thereof.
  9. Renewal Term. The Term will automatically extend for successive one (1) year periods until (i) Customer terminates the Agreement by written notice no less than thirty (30) days prior to the end of the then-current Term or (ii) Radio Bridge provides written notice no less than thirty(30) days prior to the end of the then-current Term (“Renewal Term”).
  10. In addition to any other express termination right set forth in this Agreement:
    1. Radio Bridge may terminate this Agreement before the expiration date of the Term on written notice if (i) Customer fails to pay any amount when due hereunder: (a) and such failure continues for seven (7) days after Customer’s receipt of written notice of nonpayment; or (b) more than one (1) time in any three (3) month period; or (ii) Customer breaches any of its obligations under Section3, Section 4, or Section 7.
    2. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (i) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within fifteen (15) days after receipt of written notice of such breach; (ii) Becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) Becomes subject, voluntarily, or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing; (iv) Is dissolved or liquidated or takes any corporate action for such purpose; (v) Makes a general assignment for the benefit of creditors; and/or (vi) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. The rights and obligations of the Parties set forth in this Section 10 and in any Exhibit, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
    4. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Radio Bridge IP and, if applicable, return any licensed Related Goods, as described in Section 4C, and, without limiting Customer’s obligations under Section 13, Customer shall delete, destroy, or return all copies of the Radio Bridge IP and certify in writing to Radio Bridge that the Radio Bridge IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
  11. Third-Party Products. Radio Bridge may from time to time make Third-Party products and/or services available to Customer. For purposes of this Agreement, such Third-Party products and/or services are subject to their own Terms and Conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. RADIO BRIDGE STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
  12. Reservation of Rights and Intellectual Property. Radio Bridge reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to Radio Bridge IP. Customer acknowledges that, as between Customer and Radio Bridge, Radio Bridge owns all right, title, and interest, including all intellectual property rights, in and to the Radio Bridge IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
  13. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  14. Limitation of Liability.
    1. IN NO EVENT SHALL RADIO BRIDGE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT RADIO BRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL RADIO BRIDGE BE LIABLE FOR ANY INABILITY TO USE, INTERRUPTION, LOSS, OR DELAY IN ANY SERVICE OR PERFORMANCE OF THE MONITORING SERVICES, INCLUDING, WITHOUT LIMITATION, ISSUES CAUSED BY (I) CHANGES IN SOFTWARE AND APPLICATIONS; (II) SOFTWARE OR OTHER DOWNLOADS INITIATED BY RADIO BRIDGE; (III) RELATED GOODS MALFUNCTIONS; OR (IV) ANY ACTS OF GOD, TECHNICAL FAILURE, OR ACT OF ANY GOVERNMENTAL BODY, IN EACH CASE REGARDLESS OF WHETHER RADIO BRIDGE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT SHALL RADIO BRIDGE BE LIABLE FOR ANY ALTERATION TO ANY RELATED GOODS OR MONITORING SERVICES, INCLUDING, WITHOUT LIMITATION, REMOVING OR DISABLING SOFTWARE, APPLICATIONS, FEATURES, AND/OR FUNCTIONALITIES.
    3. IN NO EVENT SHALL RADIO BRIDGE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO RADIO BRIDGE PURSUANT TO THE APPLICABLE STATEMENT OF WORK.
  15. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  16. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party.
  17. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  18. Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Radio Bridge. Any purported assignment or delegation in violation of this Section 18 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Radio Bridge may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Radio Bridge’s assets without Customer’s consent.
  19. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
  20. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Monitoring Services by Radio Bridge shall be under its own control, Customer being interested only in the results thereof. Radio Bridge shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Monitoring Services. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Monitoring Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  21. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
  22. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Colorado, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado.
  23. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than US District Court for the District of Colorado or, if such court does not have subject matter jurisdiction, the courts of the State of Colorado sitting in Denver, Colorado, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in US District Court for the District of Colorado or, if such court does not have subject matter jurisdiction, the courts of the State of Colorado sitting in Denver, Colorado. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
  24. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  25. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
  26. Force Majeure. Radio Bridge shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Radio Bridge including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of ten (10) days, Customer shall be entitled to give notice in writing to Radio Bridge to terminate this Agreement.

Radio Bridge, a MultiTech brand, designs and manufactures long-range wireless sensors for the Internet of Things (IoT) industry using the LoRaWAN wireless standard.

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