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Choosing the Right Video Surveillance System for Your Business

Choosing The Right Video Surveillance System For Your Business

If you are wondering about choosing the right video surveillance system for your business, you are in the right place. Read on to learn everything and about choosing the right CCTV provider near you too. We are sure you will find this article super helpful.

How To Choose A Video Surveillance System

If you’ve made the decision to invest in a video surveillance and security system, don’t just buy the first one you come across. IT is also not recommended to buy it based on only on price. There are many factors to take into consideration when designing a surveillance system. While the purpose of the system is important, camera locations, DVR features, lighting, indoor or outdoor requirements, recoding details and storage rank high too. Information is key before you jump into the search for the right system. Doing the research will help save you time, money and a lot of headaches.

So, let’s review a few ways to determine what might make for a good fit.

cctv security systems Bergen County NJ
cctv security systems Bergen County NJ

Why Do You Need A Video Surveillance System?

The most important question is why do you need a CCTV security system in the first place? Security is the typical answer. However, there are other benefits.

A good surveillance system can help you monitor employee safety, theft, or behavior on site. Did you know you could integrate video recordings with a cash register to minimize employee theft? Point of sale integration provides the whole story to the manager. The camera records the customer and the money transaction and the DVR also records the data transaction; what product was actually sold. For example, the bartender serves top shelf drinks to his friend but rings up well drinks in the register.

Recordings can be used for training purposes, improve customer experiences or to prevent the threat of a lawsuit. A CCTV system doesn’t have to be reserved just for saving money or keeping your business safe. Camera recordings can help with both profit and loss control too.  Recording customer habits may help increase profits by monitoring high traffic areas in the store for product placement.

PRO TIP: Learn more about cabling installation before you read on! We know you will find it helpful too!

How Many Cameras Do We Need?

You may think that the larger the area, the more cameras you need to install. That is not necessarily the truth. You can buy fewer cameras depending on what you actually need to “see”. You may not be concerned with certain areas in the location. On the other hand, you may invest in a pan/tilt/zoom (PTZ) camera that moves up, down and around, eliminating the need for several fixed cameras. You can cover a much larger area with the PTZ and in many cases, with an IP camera zoom in to great detail.

Or maybe you don’t need something that expansive. Maybe you aren’t concerned about every square foot of your property and only want to view certain areas of the business; your dumpster or parking lot. You would look into a smaller system with several cameras.

Don’t forget to consider the future of your business. Do you have plans to grow? If so, you may want to choose an IP based system, as they are usually the best bet for a growing business because they are easier to expand.

cctv security system installation service near me
cctv security system installation service near me

What Are Some of the Options You Need When Choosing A Video Surveillance System?

The bells and whistles that are available for video surveillance systems today are extraordinary. Waterproof, vandal resistant, dustproof, infrared technology for night viewing, zoom, remote video monitoring from any PC, tablet or smartphone and cameras that offer 180 -360 field of view.

There are low-resolution cameras for areas that are either well lit or don’t require a lot of detail. High-resolution cameras that are good for places where you need to see a lot of detail like license plates or printing on boxes. Perhaps you only need to record an area when there is someone present. You can save money and storage space by getting a camera with a motion sensor.

Make a list of your needs are so you can find the right system for the right problem.

Where Should the Cameras Go?

There are several differ styles of cameras so not only should you consider the athletics of the installed cameras but the purpose of each camera. Cameras can be very obvious and placed in a way to show people they are being watched. They can also be hidden to keep them from being stolen or vandalized. Sometimes covert cameras are installed simply to “catch” a thief. The recording can be used to substantiate a dismissal of an employee or given to the police for evidence to prosecute the person. It all depends on the purpose of the cameras.

How Long Do You Want to Store the Recordings?

How long do you want to store the images recorded in the DVR? A five-day period of recording, without audio, will take about 50 GB of storage on a hard drive. If you’re just trying to keep an eye on things and don’t anticipate a need for long-term storage then you don’t need to buy a large hard drive. However, some business owners have saved a lot of money in court because they had images they saved for years.

Nowadays, storage space is so incredibly inexpensive that it makes sense to hold onto the recordings for at least a year.

Do You Need Audio?

Audio can be quite convenient, allowing you to speak to people directly as they are on camera. This can be helpful with deliveries, instructions to employees or even to warn somebody off your property. However, audio adds to the amount of information being stored and may require a larger hard drive to store the data. BE careful, there may be legal considerations when recording audio in some environments and states have different laws regarding this issue.

Who Will Be Operating It?

You need to understand how to operate the system so you can retrieve images from it if necessary. But don’t think just about you. There should be other people who can operate the system in your absence. You may also want your surveillance vendor to have access to the system for diagnostics, employee assistance or service requests. With the permission of each client, Comtex will remotely access the cctv system on a daily basis to verify the performance of each camera and DVR. We may know your system is down before the client. If we see that the DVR is not recording or a camera is out, we alert the client of the issue. Early detection is key and may save a client money and aggravation.

Demo The System!

Keep in mind that once the system is installed, you are stuck. Don’t like the camera pictures, that’s what you paid for. Didn’t know the DVR features are limited? Now what? We highly recommend you demo the cameras and DVR.

Look out for our next blog detailing the importance of purchasing a system form a local surveillance vendor rather than from an online store.

And That’s Where Comtex Comes In

There is a lot to think about when choosing the right system. But it doesn’t have to be that way. Let us make it easier for you.

Comtex has been installing surveillance systems for more than 40 of the 55+ years in business. While most surveillance systems offer the same features, camera pictures, camera views, lighting and DVR functionality drive the effectiveness of the system. Comtex will design a system to accommodate your specific needs. We have proven longevity in the industry and will be here for you before, during and after the installation.

Contact us today for a free site visit and demo of any equipment. Take a look at Comtex on the map below. We look forward to helping you.

You should now know how to choose the right video surveillance system and we wish you all the best.

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What is Direct Inward Dialing (DID)?

Direct inward dialing is a service provided by a dial tone provider to allow an outside caller to directly dial an extension (or group of extensions ex. Dispatch dept.) of an office without the assistance of a receptionist or automated attendant. The carrier typically provides a block of direct inward dial numbers (DID numbers) to the business to be assigned to designated employees or ring groups within a phone system. The company’s PBX or hosted phone system is programmed to recognize the DID being dialed and routes the incoming call to its assigned extension. Some businesses assign DIDs to all employees, some only to certain extensions or divisions. DID service does not require a physical phone line for each telephone number given to the business. In most cases, the carrier provides more phone numbers than trunks.

PRO TIP: Learn more about business telephone systems provider, support and installation services by Comtex. We offer business telephone solutions in Bergen County NJ and beyond!

Direct inward dialing was developed over 40 years ago to allow companies to assign employees a dedicated telephone number without having to pay for a physical phone line for each extension. Prior to DID service, the only way to do this was cost prohibitive; install a trunk for each employee.

A business traditionally had the option to use only analog copper trunks, each having a dedicated telephone number. A company would have several trunks in a hunt group connected to its PBX but only publish the main number. A caller would hear a greeting from an automated attendant or get a live receptionist. In either option, a transfer was required to reach the appropriate recipient. When using analog trunks, when the main number was dialed, and that trunk was in use, the call would “hunt” (roll over) to the next available trunk (that has its own telephone number) in the hunt group. The hunting feature prevents the ability to assign a telephone number to an extension because you never know what trunk the call will ring into the system. The system will not know the number the caller dialed, only the number the call rang into the system, therefore you cannot guarantee that the call will ring at the originally dialed desired extension.

DID service resolved this issue. It was invented as a way to route incoming calls to a specified extension without having to pay for a physical line for each extension. DID service was were first used in connection with a PRI or a T-1 circuit which provided dial tone to a PBX or an on site telephone system controller.  A T-1 circuit has 24 channels (lines) and a PRI has 23 channels (lines) for voice communication. For the purpose of this blog, I will refer to both types as a PRI.

Each PRI channel serves as a single telephone trunk/line; it is the same as having 23 separate traditional phone lines, except that traditional analog lines have a dedicated phone number dedicated to each line. The PRI has number(s) assigned to the circuit, not each channel. When the DID is dialed, the call is presented to the circuit and will ring (not really but for simplistic reasons) into the system on any available channel. As long as a channel is available, the call will be received by the phone system and then routed to the desired extension.

Typically a dial tone service provider allocates a single or consecutive range of DID telephone numbers that are within the customer’s area code and local exchange. The customer then assigns each DID to an individual employee; similar to assigning an employee an email address. When an outside caller dials a DID, it rings the employee’s extension, bypassing an automated attendant or operator who must transfer the call to the intended recipient.

It is not uncommon for a company with a PRI to have only 1 main advertised telephone number (which can be considered a DID) but yet have up to 23 employees conducting outside conversations (on 23 trunks) at the same time. In the alternative, you may have more DIDs than channels. A business can utilize 100 telephone numbers (DIDs) but they will only have the ability for 23 employees to conduct an outside call at the same time.

The telecommunications industry is ever evolving.   The DID now has an important application in IP communications, including SIP trunking, other IP based dial tone and in connection with hosted phone systems. Session Initiated Protocol (SIP) trunks are similar in concept to a PRI circuit but there is no physical connection to the dial tone carrier. Instead the SIP provider delivers voice services over the internet to its designated end users.

DID service also allows the public switched telephone network (PSTN) users to call people with IP based dial tone and IP telephones. The IP networks assign DIDs to a communications gateway that routes and translates calls between the two networks. The amazing thing is that with all the different types of phone service (PSTN, cellular, circuits, SIP trunking, cable providers, etc.), when you dial a phone number, calls are completed with extreme reliability.   I’ll bet Alexander Graham Bell never envisioned the continuing changes over the last century.

Look for our next Blog detailing the Many Benefits of DIDs and the importance of redundancy for the PRI

Conclusion

Comtex offers a variety of solutions for your business. Please take a look at our location below. We offer access control systems, CCTV systems and more.

 

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Robo Fraud

Think twice before calling back that unknown missed call! Calling back you cost you or your employer money!

Cell phones have become a necessity in the work force and almost 35% of mobile phones are provided by employers. Comtex wants to alert you to the resurgence of an old scam that has come back again to haunt cell phone users. It’s currently known as the “one ring scam”.

The thief programs a robo-dialer to make calls over the internet that only ring your phone once. If you answer the call, it disconnects. While that isn’t harmful to your pocket, the missed call is meant to pique your curiosity so that you call back the number listed in the caller ID. Bad idea!

The caller ID lists a 3 digital area code that appears to be domestic, but in reality it is an international pay-per-call telephone number. Calling one of these numbers will cost you upfront $10 to $30! You think you are calling a local number but you are dialing an international hotline that charges a fee for connecting the call, plus a huge per minute fee for the duration of the call.

This scam is reminiscent of the old “809” area code trick that enticed you to call a foreign telephone number to claim your prize or help out a family member. The con artists obtain a block of these phone numbers. When you return the call, you hear music playing or listen to a long advertisement for services. The longer you wait, the more money the thief earns.

Some area codes to look out for are (284), (876), (473), (268), and (809). A way to avoid this scam is to let any unidentified caller go to voice mail so you can determine if it is legitimate before you return the call. You can also Google the phone number to see if anyone posted it as being connected to a scam. Of course, the best solution is to only return calls from identified numbers.

There are other variations of this scam that include automatically signing you up for fake services that will be added to your cell phone bill without your knowledge or permission. While there are warnings that this scam can also allow the thief to steal your contact or financial information, there is no evidence that is possible. They would have to hack into your phone to obtain any information; clicking on a link in an email or text. The mere act of dialing a telephone number should not compromise this data.

It is good practice to always review your cell phone bills for “mysterious” charges. The sooner you discover the fraudulent charges, the easier it is to get a credit. Another suggestion is to speak with you cell phone carrier and ask them to block all international calls. Be careful, not all carriers consider the Caribbean or the Dominican Republic an international call. Discuss your concerns with the carrier and seek the best way to inhibit these types of calls.

 

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Phone Systems Posts Telephone Systems

Do you have a Back Up Plan if your PRI/T-1 Fails?

Many of you may have a PRI or a T-1 circuit connected to your business telephone system as your main source of dial tone. A T-1 has 24 channels (trunks) and a PRI has 23 channels for voice communications. Each channel serves as a single telephone trunk/line and can conduct a call with the outside world; it is the same as having 23 or 24 separate phone lines. Unlike traditional analog (copper) lines, telephone numbers are not assigned to each channel. Going forward we will refer to both types of circuits as a PRI.

PRO TIP: Contact Comtex for your Bergen County business telephone systems services.

What happens if this PRI circuit goes down?

What happens if this PRI circuit goes down? You lose your ability to make and receive calls. This can be disastrous to your bottom line because you have the potential to lose money and customers. There are several points of failure; the carrier’s central office, the cabling from the central office to your location, carrier provided equipment and your telephone system. If any of these points fail, callers will hear a ring with no answer or a fast busy. Even worse, they will not reach your office. The worst possible outcome is that the caller is impatient or thinks you are out of business and calls another vendor.

There are some ways to minimize this potential business nightmare.

First, you can install back up telephone lines from a different carrier that are different in form (technology); i.e. copper, FIOS, cable or SIP phone lines. This way if the PRI goes down, you still have alternative dial tone connected and working in your phone system. Once they are connected to your system, you have your PRI carrier program your PRI with direct trunk overflow (DTO). In the event of a PRI failure, all calls made to your main telephone number will automatically be forwarded to the backup lines in the phone system. In this scenario, the number of back up lines connected to the system will limit the number of incoming simultaneous calls.

With DTO, there should be minimal disruption in service. Keep in mind that you may only receive as many calls as the number of backup lines in the system. If the number of incoming calls forwarded exceed the number of backup lines, the callers will hear a busy signal because there are no open lines to reach your telephone system. For example, if you have 4 backup lines in the system, the fifth incoming call cannot reach you phone system and you will not get that call. Typically, we suggest 4 backup lines because circuits are usually not down more than 1 hour. Please keep in mind that some carriers charge a monthly fee for DTO but it is well worth the cost if you want to ensure the continuity of your business.

Another strategy to maximize the number of incoming calls received during a PRI outage is to have Direct Inward Dial (DID) numbers configured on your PRI. In addition to a company’s published main telephone number, a PRI circuit can provide a block of telephone numbers for calling a company. Much like assigning an email address to each employee, each DID serves as a dedicated telephone number assigned to an individual employee. It allows an outside caller to directly reach the employee’s extension without the assistance of an automated attendant or operator. For more information on DIDs, please see this blog. Once employees have assigned DIDs, the PRI carrier can program DTO for all of the DIDs. Upon a PRI failure, each DID is forwarded to the employee’s cell phone. While these calls will not be routed to the phone system, at least they will be answered by the intended recipient or the employee’s cell phone voice mail.

Take note that not all carriers will provide DTO to multiple alternative telephone numbers. If they do, you should find out if there is an additional charge and whether it is automatically effectuated upon a PRI failure. Some carriers that offer this option may provide the service but it will not be automatic; the carrier may require the customer to visit a portal to initiate the call forward for each telephone number (DID).

If you choose not to pay the monthly fee for DTO, you have the option to call the carrier when you realize the PRI is down. However, keep in mind that it may take a bit of time for you to realize the outage and then to reach the carrier to effectuate the call forward (DTO). Some carriers will not commit to implementing the call forward immediately, claiming it takes some time to process the request.

If you already have DTO service on your PRI, we highly recommend a call to your PRI carrier to confirm the telephone number assigned for the DTO upon failure. We know of at least one client that was paying the monthly fee for DTO but the carrier failed to program the call forward telephone number in the DTO service. Unfortunately, this came to light when the PRI failed and they were not receiving the calls on the backup lines installed in the system. It is also imperative to confirm they have the correct telephone number for DTO.

Take into consideration that there are carrier charges for DIDs and in most cases, DTO. In addition, there may also be equipment and/or labor charges from your telecom vendor to connect back up trunks in the system.  Please contact your carrier and telecom vendor to discuss these business continuity considerations.

Call us at 201-935-2000 to discuss your redundancy needs for your phone system if your PRI or T-1 fails. Take a look at Comtex Inc on the map below. Comtex is here for you to answer any questions you have.

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Benefits of using Direct Inward Dialing Service

Direct inward dialing (DID) is a service provided by a dial tone carrier or communication service provider. Typically the carrier allocates a range of telephone numbers that are routed to a company’s existing dial tone in its phone system. DID service allows an outside caller to directly reach an extension (or group of extensions ex. Service dept.) of an office without the assistance of a receptionist or automated attendant by assigning DID numbers to a business. DID numbers have become important in IP communications in connection with SIP trunks and hosted phone systems. To learn more about DID service please click here. There are several advantages to using DID numbers.

Local Presence: Obtaining DID numbers can offer a company the ability to appear to be a part of the local community but yet not have a physical location in the area. Customers typically prefer to conduct business with local vendors because it offers a higher level of comfort; close access, faster service and more accountability. If you use DID numbers, your telephone number is no longer restricted by your geographical location. For example, your business office is in New Jersey but you want to seek clients in New York. You can have your dial tone carrier provide a DID telephone number that is “local” to New York (a 212 area code) and have it forwarded to your PBX system in New Jersey. Potential clients seeing this telephone number advertised will get the impression that you have a local presence in New York. If you have local numbers across multiple locations, you can increase your probability of getting calls for new business.

Cost Savings: There are several cost savings associated with DID numbers. If your business has multiple locations, you can save money by investing in a single phone system, installing it at the main location. Utilizing IP technology and DID numbers, you can install IP phones at the remote locations and have DID numbers local to each location assigned to your dial tone at the main location. This eliminates the cost and maintenance of a PBX at each site and the associated monthly dial tone bills.

Lower labor Expenses: DID service can lower your labor costs by minimizing receptionist duties. If you assign DIDs to every employee, any caller may directly reach their intended party by dialing the DID of the employee, thereby eliminating or minimizing the duties of an operator. Rather than answering every incoming call, the receptionist can be reached only when needed by the incoming caller. This enables the receptionist to attend to other duties during the day.

Efficiency: These days, calls want to reach their intended recipient as fast as possible. Callers do not appreciate being placed on hold, listening to an automated attendant, or going through several option prompts to reach the employee. Many do not know or recall the extension of the employee and get irritated when requested to dial the party’s name, especially if it is the last name. Assigning DIDs to every employee, gives callers quick and direct access to each employee. Hold times will be shortened, caller frustration will be minimized and telephone traffic will be managed more efficiently.

Higher Customer Appreciation: Last but not least, clients tend to feel that they are getting a better level of service when they are able to directly reach an individual. There is a more personal component when you call the employee and not the company.

In summary, businesses are choosing to incorporate DIDs into its communications solution to gain a competitive edge.

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Eight Ways to Mobilize your Organization

  1. Ensure Business continuity. If there is a local power failure, your phone lines go down or there is a natural disaster, 75% of your remote employees would still be able to work.
  2. Reduce your attrition rate. Attrition can be expensive for an organization; job postings, interviewing, paperwork and training. Two thirds of employees would change their job to reduce commuting time and costs and 95% of employers claim that offering remote privileges increases staff retention.
  3. Increase Employee Accessibility. Decisions and projects are delayed because of a delay in reaching key employees. Collaborations are negatively affected when all team members cannot be reached simultaneously. In fact, at least 2 hours a week, per staff member are wasted because of a communication problems.
  4. Equipment Savings with BYOD. More and more, employees increasingly want to bring their own device to communicate and access data at work. More than 50% of employers will require it by 2017. It will save them money (reduce hardware, licensing and maintenance costs), increase employee productivity (employees are more comfortable and work faster using their familiar device) and increase employee satisfaction (work flexibility).
  5. Increase Productivity. While there is a $600 billion dollar loss attributed to staff distraction, 66% of employers claim an increase in productivity in remote workers. Some companies report that remote workers out produce the onsite workers.
  6. Decreased real estate costs. Less employees at the office require less office space. It is an average of $10,000 per full time employee; $68 million for major real IT organizations.
  7. Reduction is unscheduled time off. Did you know that 78% of employees taking a sick day are really healthy? Unscheduled absences creates a $300 billion dollar loss to American employers. However, employees who have the ability to remotely work from home will more likely work when they are sick. This is because they do not have to get ready for work or commute and they have the comforts of home at their disposal. Employers also benefit from sick staff remotely working because they will not infect coworkers.
  8. Reduce Staff Compensation. According to statistics, 36% of workers would forgo a raise to work from home, and 37% of IT employees would take a pay cut to work at home.
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Phone Systems

Terms & Conditions for a Wildix System

Thank you for selecting the Wildix Advanced Unified Communications and Collaboration System (“Wildix System” or “System”) that is virtualized and maintained at Amazon Web Services “AWS”, one of the most reliable data cloud service providers in the world. Please review this Terms and Conditions Agreement (“Agreement”) thoroughly because they regulate the usage of your new Wildix System.

This Agreement is a legal agreement between Comtex, Inc., your Wildix vendor (“Comtex”) and the users of the Wildix System and Licenses, (“Client” or “You” or “Your”). Comtex and Client may be individually referred to as a “Party” or collectively as the “Parties.” The Descriptive Wildix Communication System Proposal (“Contract”), signed by You, is expressly incorporated herein and constitutes part of this Agreement. Your signature on Your Contract means that you accept these Terms and Conditions even if You choose not to read them. If You do not accept the terms and conditions stated herein, do not enter into a contract with Comtex to use the Wildix System. We reserve the right to revise these terms and conditions at any time by updating this posting. You should visit this page periodically to review these terms and conditions. If at any time, You do not agree to any of the terms of this Agreement, You shall immediately stop using the Wildix System but You will still be subject to the Contract terms and the payments due thereunder.

If You are entering into this Agreement on behalf of a company, organization or another legal entity (“Entity”), You are agreeing to this Agreement for that Entity and are representing to Comtex that You have the authority to bind such Entity and its affiliates to this Agreement. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use the Wildix System or any of the features.

Each end user of Your Wildix System requires a Wildix license (“License”) to enable use and access to communication and collaboration features, Wildix hardware, and the Wildix web portal. Comtex does not order, supply, provision, service or repair any dial tone or internet services and Your Contract pricing does NOT include the cost of these services. Such services are provided to You by a third-party carrier of Your choice under a separate contract and terms. You are responsible to order and pay for these required services. If there is a support issue, please call Comtex first so we can diagnose Your issue and if necessary to the resolution of Your issue, we will direct You to call Your carrier.

I. 911 and e911 Notice and Disclosure.

There are differences between the 911 and E911 access capabilities available through Your System (“VoIP 911 and E911 Service”) as compared to the 911 and E911 access capability available with traditional wired non-VoIP telephone systems. By executing this Agreement and activating your Licenses, You affirmatively acknowledge that (i) You have read and understand this Section and Your dial tone carrier’s 911 and e-911 warnings, (ii) You may not be able to contact emergency services by dialing 9-1-1 using the VoIP 911 and E911 Service and (iii) You must inform Users of the Services that they may not be able to contact emergency services by dialing 9-1-1 using the VoIP 911 and E911 Service. Your dial tone carrier provides You access to emergency calling services, allowing You to access either basic 911 or Enhanced 911 (E911) service. Your access may differ depending on Your location or the device You are using, and emergency calling services work differently than traditional wireline or wireless telephones. It is strongly recommended that You have an alternative means for placing emergency calls available at all times. Wildix IP Desk Phone or Soft Phones (“Phones”) can dial 911. Calls to 911 placed through the Wildix Mobile Application on a smartphone are automatically routed to the native dialer on the smartphone, and the call will be handled by Your wireless service provider if wireless service is available. The Wildix Mobile Application cannot place emergency calls over Wi-Fi access. Emergency dialing is not available through the Wildix Mobile Application on tablets or other mobile devices without a native phone dialer and a wireless service plan.

A. How it Works.

When a Wildix user dials 911 on an IP Desk or Softphone, Your phone number and the Registered Address You have provided to your dial tone carrier is sent to the local emergency center serving Your location. Your “Registered Address” is the address of the physical location where You will use Your Wildix Phones. Comtex does not control whether or not the emergency operator receives Your telephone number and Registered Address.

B. Service limitations.

911 service will not function in the event of an Internet or power outage, if You do not have cellular service (on the Wildix Mobile Application), or if Your broadband, ISP, or Licenses are terminated or expire. The Wildix Mobile Application cannot send emergency calls over Wi-Fi access.

C. Registering Your Location.

Prior to the activation of Your Wildix System, You agree to register with Your Dial Tone provider, the address of the physical location where You will use the Wildix System for each Phone. You must register the address of where any remote phones are physically located. You acknowledge that if You do not update the Registered Address, any 911 calls made from the device may be sent to the wrong emergency response center and will not transmit Your current location information to emergency responders, delaying emergency assistance to You.

D. Notification of Employees, Guests, or Other Users.

You agree to notify any employees, contractors, guests, or persons who may place calls using the System or may be present at the physical location where the System may be used, of the limitations of 911 Service from Your Wildix Phones. You and Your End Users should always have an alternative means for placing 911 calls.

E. Disclaimer of Liability for Emergency Call Response.

You acknowledge and agree that Your use and use by Your employees and/or guests or other third parties, of 911 Services are subject to the limitations described herein.
To the extent permitted by applicable Law, You hereby release, discharge, and hold harmless Comtex from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or 911 call. You agree to indemnify and hold harmless Comtex from any and all third party claims, losses, damages, fines, or penalties arising out of: (i) Your provision of incorrect information to Comtex or Your carrier, including physical addresses, or Your failure to update Your Registered Address; (ii) Your failure to properly notify any person who may place calls using the Wildix System and the 911 limitations; or (iii) the absence, failure, or outage of emergency service dialing using the System for any reason; and (iv) the inability of any User of the System to be able to dial 911 or access emergency service personnel for any reason.

II. Wildix System Order and Contract Term
A. Contract Execution

Client and Comtex entered into a Contract that identifies the Wildix equipment purchased and the Licenses requested by Client, along with the pricing for each. Licenses are only available on subscription and paid for on a recurring monthly basis. Any deposits paid pursuant to that Contract are non-refundable because everything is special ordered. That Contract is incorporated into and forms a part of this Agreement. The Licenses ordered will be activated the date they are uploaded to the System for programming (“Start Date”). Billing for the Licenses will commence on the Start Date. Client may order additional Licenses and equipment by contacting Your sales representative.

B. Equipment

Client may purchase or rent equipment from Comtex for use with the Wildix System. The terms and conditions that govern any such transactions are found in Your Contract for the Wildix System. Whether You are purchasing or renting the Wildix phones and/or any ancillary equipment (“Equipment”) connected to the System, Comtex will at all times remain the property owner of such Equipment until such time that Client has paid for the Equipment in full. All IP devices, including phones and/or Wildix System equipment shall be provided to You by Comtex. All equipment purchased from Comtex, including but not limited to, Wildix equipment, handsets, headsets, PoE switches, routers etc., come with a one-year equipment guarantee as described in your Contract.

C. End User Licenses

Your Wildix System is a virtualized cloud based system that includes enterprise level features. The System is entirely web based and accessible via a browser in your PC, MAC, Tablet or iPad. Your System offers a Per-User licensing model. You choose the number of Licenses You need in your System and the profile level of each user. The licensing profiles are Basic, Essential, Business or Premium; each level has a different feature set. Pursuant to Your Contract, You are subscribing to a certain number of Wildix Licenses for a certain initial contract term (“Initial Term”) and You are agreeing to use and pay for them as set forth in this Agreement for that entire Initial Term and any auto renewal terms (“Renewal Terms”). You agree to be financially responsible for Your use of the Licenses, including the authorized or unauthorized use of Your System. You may upgrade a License profile at any time during Your initial or Renewal term, but not downgrade or terminate a License during a current Initial or Renewal term. Your monthly recurring fee will be increased to reflect the new License cost for the remainder of the Initial or Renewal Term. In order to use the Licenses, You must have properly configured and working Dial Tone AND Internet service or broadband connection as set forth in Section “V. Service Requirements and Limitations, Section A, IP Network Sufficiency”, below. Comtex does not supply Internet or Dial Tone services.

D. Client’s Obligations for Installation

Client represents and warrants that it is the owner of Client’s said premises or has the authority from the owner or any other person in control of Client’s facility to permit Comtex to install the equipment and cabling at Your facility which may include, but is not limited to, drilling holes, driving nails, making attachments or doing such other things as may be necessary or related to the installation of the System. Client acknowledges that Comtex has no way of knowing of the existence of hidden pipes, wires or other obstructions within walls, ceilings, doors or any other concealed spaces or a condition which differs from those originally encountered or an unexpected condition that affects the cost of the installation, and that is the obligation of You to make Comtex aware of such conditions in advance, failing which Comtex shall has no responsibility whatsoever for any damage that may be caused or any additional costs that may be required to complete the installation as per Contract. Client agrees, at its expense, at all other times during the period of installation and maintenance services to: (i) allow Comtex employees access to the areas where the equipment is to be installed; ii) assure that Your premises meet all temperature, humidity control and A/C for the equipment and that it will be free from dust and other hazards so as not to damage the equipment; (iii) provide all patching, painting, concrete, and other openings, floor reinforcements and ceiling tiles; (iv) provide ample electric current and electrical support and back up of proper voltage for any necessary purpose, terminating in rooms where required; (vi) accept the risk of loss for any damage or destruction of Your equipment installed and/or left on premises to be installed, at the time of delivery to Your premises, except with respect to damage or destruction resulting from the negligence of a Comtex technician.

E. Installation of Equipment and Delay of Installation

Our non-union crew will install this system during normal work days and hours. The Contract price for Your System and its deployment is priced to include a specified time frame for installation. If a technician must make an unscheduled site visit or return to the site during the period of installation, or for the maintenance or repair of Your System thereafter, including but not limited to the following reasons, (i) required cabling is missing, (ii) Client’s network is not properly configured or has an issue, (ii) Client’s network is missing required equipment (router, QOS, PoE switch), (iv) no internet access, (v) Client’s IT vendor is not available and needed during deployment, (vi) any other delay that is caused by the Client, or (vii) if Client does not fulfill its obligations as defined in the preceding paragraph, II, D., will result in additional charges on a time and material basis at Comtex’s then current rate. Charges will apply to the real time lost by Comtex technicians including travel time and time on site.

E. Purchase of Additional Licenses

Your Licenses are set forth in Your Contract. Each additional License added to Your Account is subject to the terms of this Agreement. The term of any additional License(s) will run conterminously with the Term of Your initial purchase.

F. Term and Automatic Renewal

Your Licenses are provided for the Initial Term and any subsequent Renewal Terms. Your Initial Term commences on the first of the subsequent month. The Initial Term for Your License subscription will renew automatically for successive Renewal Terms of the same length, without further action by or notice to You; if You wish to cancel or terminate your Licenses, You must notify Comtex in writing of your intent not to renew at least thirty (30) days before the end of the Initial Term or then-current Renewal Term. The Initial Term together with any Renewal Terms are collectively the “Term”. Regardless of the date You terminate, Your termination will be effective on the date Your current Term was designated to expire and You will be responsible for all recurring payments due through the expiration date of Your current Term.

III. Invoicing and Payment
A. Recurring License Fees

Your Contract sets forth the recurring monthly fees for the Licenses uploaded to Your Wildix System. Any applicable initiation charges, monthly recurring charges, sales and use taxes, and other fees are billed in full in advance. Terminations are billed in arrears. No refund, transfer or proration shall be made of any unused License term.

B. Prices and Charges

Additional charges may result if Client activates additional Licenses or purchases additional equipment. Recurring charges for the Licenses begin on the Start Date and will continue for the Term. Recurring License charges will, once incurred, remain in effect for the then-current Term. Comtex will provide notice of any proposed increase in such charges no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term.
You are responsible for the implementation and cost of all internet service and dial tone service, including but not limited to the service itself, any penalties or fees billed for early contract termination, or for any fraudulent or unauthorized calls made from the Wildix System any time after installation. To minimize unauthorized use, Client should (a) disable international calling for all dial tone lines with Your dial tone carrier or (b) restrict international calling destinations to those that are needed and authorized.

C. Billing for Mid-Year Transactions

In the event that a subscription, transaction, or event involving or resulting in an annually-incurred License occurs subsequent to the beginning of an annual billing cycle, Comtex may at that time bill You a pro-rated amount for the remainder of the then-current Term and thereafter bill You conterminously with each subsequent Term.

D. System Availability

You acknowledge and agree that the products or features, including without limitation the Licenses, may not be available one hundred percent (100%) of the time. There will be no credit allowances for the interruption of the Licenses or Your System.

E. Billing and Payment

All Licenses and equipment must be paid for by check or ACH. To keep License costs down, credit cards are not accepted at this time. Bounced checks incur a $50 returned bank fee. Unless otherwise stated at the time of purchase or on the billing statement, payment is due in full, without deduction or set-off, within thirty (30) days of the date on the billing statement. You agree and acknowledge that time is of the essence for payment of all fees and charges. Any payment not made when due may be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month; or (ii) the highest rate allowed by Law. Comtex’s acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as ‘Paid in Full’, ‘Accord and Satisfaction’, or similarly) will not waive, limit, or prejudice in any way Comtex’s rights to collect any amount due. Comtex reserves the right to suspend or terminate Your Licenses, and/or Your access to the System for non-payment if any fees or charges are not paid within thirty (30) days of the due date. If Your payment is not received by the due date, Comtex will use reasonable efforts to contact You and advise You of the past due payment. Notwithstanding the foregoing, if any amount owed by You under this Agreement is past due more than 45 days, Comtex reserves the right to disconnect Your License and terminate Your Account. Comtex reserves the right to pursue any other legal remedies available to Comtex and You agree to pay all attorney fees, collection fees and court costs in connection with any collection efforts.

F. Taxes

In addition to the charges included herein, You agree to pay any sales and use taxes, fees, permit fees or charges for the installation and use of the Licenses provided for under this Agreement which are authorized or imposed by any governmental body or agency.

G. Billing Disputes

If a Client reasonably and in good faith disputes any portion of Comtex’s charges, it must provide written notice to Comtex within thirty (30) days of the billing date, identifying the reason for the dispute and the amount being disputed. Client’s dispute as to any portion of the billing statement will not excuse Client’s obligation to timely pay the undisputed portion of the billing statement. Upon resolution, Client must pay any unpaid amounts within thirty (30) days.

IV. Support
A. Professional Services

On occasion, You may request work to be performed by a certified Comtex technician beyond the scope of implementation or repair of the System (“Professional Services”). Any moves, adds or changes in programming that are not related to implementation or a malfunction in the System is billable to You on a time and material basis. The fee for these additional services will be based on Comtex’s then prevailing rates for programming and materials. Currently, the rate is $168 an hour, pro-rated to the nearest 6-minute interval with a 10 minute minimum.

B. Technical Support

Comtex will provide Client technical support relative to any System malfunction at no additional charge to You if it is included in the cost of Your Licenses. Service requests do not cover 1) adds, moves, or changes in equipment, services or features relating to this system 2) any programming “changes” after 30 days of installation, (3) damage or destruction resulting from, but not limited to, power failures/surges/spikes, liquids or airborne contaminants, flood, storms, wind, lightning or other acts of nature, fire or smoke, accidental, faulty, or willful or negligent maintenance of equipment, misuse, accident, tampering, intrusion, abuse or theft, (5) after hour emergency service,  (6) repairs or programming that were not performed by a Comtex employee, (7) equipment or cabling that was not installed by Comtex, (8) the repair of dial tone or internet Carrier services (“Carrier”), (9) any Carrier actions that adversely affect the system; modifications, additions or deletions to its service or equipment (added services or static IP changes, etc.), (10)  fraudulent or unauthorized calls, (11) any computer or network equipment or network issues that affect your system, (12) any dial tone lines or equipment not connected to the system (fax and credit card lines/machines, printers, fax and alarm lines etc.), (13) manufacturer defects in materials or workmanship or software bugs, (13) manually performed upgrades to the system and (14) any data network or internet QOS issues. These exclusions are all billable support services.

You understand that all of Your Licenses must be active and paid for in order for You to obtain technical support. In Comtex’s sole discretion, support shall consist of telephone or electronic support to correct any malfunctions. Comtex highly suggests calling the office to report any System issues to a representative; this will ensure Your issue is correctly reported and received. Such support will be provided during local business hours Monday through Friday from 9:00AM to 5:00PM. Comtex is available 24/7 for emergency support but You must call the office to reach a technician after hours. There will be no email or chat support available. All emergency support will be billed on a time and material differential basis. Comtex will charge Client our Professional Service rate, for its time and expense in investigating and attempting to remedy network, internet or dial tone issues which are not covered by Your guarantee or technical support coverage. Comtex agrees to provide You from time to time software updates and upgrades as it deems necessary in order to provide the most optimal services to Client. Automatic System updates and or upgrades are included in the tech support coverage provided by Comtex but manual software updates/upgrades are billable on a time and material basis at Comtex’s then current rate for programming.

V. Service Requirements and Limitations
A. IP Network Sufficiency

The Wildix System is dependent upon Client’s maintenance of sufficient Internet access, dial tone, valid Licenses, networks and power. Comtex will not be responsible for any deficiencies in the provision of the Wildix System if Client’s network does not meet Comtex’s Technical Sufficiency Criteria. You acknowledge and agree that the Wildix System requires (i) dial tone to be provided by a Carrier (ii) requires a properly-configured, high performance, enterprise-grade broadband IP network and connection; any lesser network, services, or connection may result in partial or complete System unavailability, interruption, or underperformance of the System or other services utilizing the same network, services, or connection; (iii) requires each end User to have a valid License, (iv) given the nature of IP and telecommunication networks, it is impossible to provide an uninterrupted or error free communication system and (v) 3G, LTE or 4G networks are not recommended for use with the System for your main dial tone. Accordingly, You agree to provide and maintain, at Your cost, dial tone, an IP network, high speed internet service, and connection meeting the foregoing standard and all equipment necessary for the System to connect to and use such network, services, and connection. Comtex is not liable for any unavailability, interruption, or underperformance of the System related to Your dial tone, IP network or internet connection.

VI. IMPORTANT INFORMATION:
A. Internet Service and Power

If You IP network or internet connection fails, Your System will not work. Your System may cease to function if there is a power loss or failure. These failures are caused by reasons outside of Comtex’s control. You may institute failover features to these issues such as back up internet sources, DIDs or using Your Mobile Application that will enable you to make or receive calls depending on the back up option implemented. Any License other than a Basic, will allow you to direct your calls to the Wildix cell phone app.

B. Caller ID Display Limitations

You acknowledge and agree that the Caller ID (name and number) is a feature controlled by your dial tone carrier and Comtex has no control over it. If there is an error in Your Caller ID name, You must contact your dial tone carrier for support.

C. Use of Third Party Devices

Comtex does not guarantee or make any representation or warranty that any IP Desk Phones and/or other equipment which is not purchased through or supplied by Comtex will work or be compatible with the Wildix System or support the License’s full performance or quality of service potential or range of features and functionalities.
D. Use of Mobile Application
The Wildix Mobile Application can be configured to make or receive calls on Your 3G, LTE, or 4G network using Your data service, and may result in additional data usage fees from Your mobile service provider. You can disable 3G/LTE/4G calling by configuring the Mobile Application to make/receive calls only over a wi-fi connection. Configuring the Mobile Application to disable VoIP calling will result in Comtex making/receiving calls using Your voice connection from Your mobile service provider; this may result in additional voice minute usage fees from Your mobile service provider.

VII. Use Policies
A. Recording Conversations or Calls

Certain features of the Licenses may allow You or Users of the Licenses to record calls or other communications. The notification and consent requirements relating to the recording of calls, and/or other communications may vary from state to state and there are federal statutes as well. You should consult with an attorney prior to recording any communication, as some jurisdictions may require the prior consent of all parties to a recorded communication. Comtex expressly disclaims all liability with respect to Your recording of telephone or video conversations. Comtex is not responsible for the content of any audio or visual recordings within the use of or aid of, or stored on or within the Wildix System or anything connected to it. You acknowledge and agree that any Wildix equipment or equipment related to the Wildix system are prohibited from use in connection with any offensive, sexual, defamatory, or illegal conduct. You agree to indemnify and hold harmless Comtex from any and all third-party claims, losses, damages, fines, or penalties arising out of Your violation or alleged violation of any call recording Laws. Comtex expressly disclaims all liability and all warranties with respect to recording of conversations and/or calls.

B. No Storage of Personal Health Information.

You represent and warrant that neither Your System nor any ancillary product or service that is a part thereof will be used for such purpose. COMTEX SPECIFICALLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT YOUR SYSTEM COMPLIES OR WILL COMPLY WITH HIPAA OR ANY OTHER LAW OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA OR ANY OTHER LAW.

C. Release.

You hereby release, discharge, and hold harmless Comtex from and against any and all liability relating to or arising from its acts or omissions in accordance with this Section VII.

VIII. The Number Porting Process

In order to request the porting of Your telephone or fax numbers to a new dial tone carrier, You must follow the instructions specified by that carrier and You must provide all information. You acknowledge and agree that: (i) the porting of telephone or fax numbers requires Your provision of specific and detailed information to Your carrier and completion of certain steps and procedures, as well as third parties’ completion of certain steps; and (ii) numbers may not be ported until You are able to provide certain specific information that matches other information on record with Your new carrier. For these and other reasons, the completion of any number port request and the timing of and date by which any such request may be completed depend on a number of factors outside of Comtex’s control, including without limitation the acts and omissions of both You and third parties, including without limitation other services providers. You acknowledge and agree that Comtex has no responsibility or liability due to such port-outs. You agree, represent and warrant that all information or representations provided in connection with any request to port in or port out numbers by You, any End User, or any party acting on behalf of, at the direction or request of, or with the permission or knowledge of any of the foregoing shall be accurate. You acknowledge that You are solely responsible for working with a third-party provider to port out any numbers prior to termination or cancellation of Your current dial tone provider.

IX. Termination of System or Licenses
A. Termination

Either Party may terminate this Agreement and any Licenses hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; or ii) upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.

B. Early Termination

If this Agreement or Client’s Wildix Licenses are canceled or terminated before the end of Client’s Initial Term or then current Renewal Term, Client shall pay Comtex immediately upon termination, pay an amount equal to the monthly or annual recurring charges associated with the terminated Licenses, including any applicable taxes, multiplied by the number of months then remaining in the terminated Term. Any reduction in the number of Licenses shall be treated as an early termination of the License for the purposes of this paragraph and the early termination costs shall be calculated based on the reduction in monthly recurring charges attributable to such reduction or downgrading for the remainder of the Term. Client acknowledges that the License rates offered to Client are based upon Client’s agreement to a subscription for a certain Term and such rates would have been substantially higher absent such a Term agreement.

C. Effect of Termination

Upon any cancellation, termination or suspension of Your right to use the Wildix System, Comtex will deactivate Your Licenses to the Wildix System. If You or Comtex terminate or suspend Your right to use the Wildix System, You shall not be entitled to any refund or pro ration of any pre-paid amounts or other amounts paid to Comtex prior to the termination or suspension date. Comtex shall not be liable to You or any third party for any reason for terminating or suspending Your use or access to the Wildix System.

X. Intellectual Property
A. Limited License

Subject to, and conditional upon Client’s compliance with, the terms of this Agreement, Client and its End Users, have a limited, personal, revocable, non-exclusive, non-transferable license made available by Comtex to the Client as part of the Wildix System to the extent reasonably required to use the Licenses as permitted by this Agreement, only for the duration that Client is entitled to use the Wildix System and subject to You being current on Your payment obligations.

B. Erroneous Product Information

In its marketing, advertising, offering, and sale of the System, Comtex attempts to describe the features as accurately as possible. Nevertheless, Comtex does not warrant that any such information about the System is accurate, complete, reliable, current, or error-free. It is possible that such may be inaccurate or out-of-date, or referring to services or features that are no longer available. Such information is provided only for clients’ convenience and is not part of these Agreement, any agreement for the purchase of the System, or any other agreement with Comtex.

XI. Limitation of Liability
A. Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMTEX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR PARTNERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, REPUTATIONAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (1) DAMAGES FOR LOST OR ANTICIPATED PROFITS, LOSS OF USE, BUSINESS, OR GOODWILL; (2) LOSS OR CORRUPTION OF DATA, EQUIPMENT, OR PRODUCTS; (3) COST OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (4) LOST OPPORTUNITY; (5) ANY OTHER INTANGIBLE LOSSES, EVEN IF COMTEX WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR ARISING OUT OF THE USE OF ANY GOODS OR SERVICES PROVIDED BY COMTEX WHETHER IN ANY OF THE FOREGOING, HOWEVER CAUSED, ARISING UNDER WRITTEN OR ORAL CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF COMTEX HAS BEEN INFORMED IN ADVANCE OF- COULD HAVE BEEN REASONABLY FORESEEN – SUCH COSTS, DAMAGES OR LOSSES OR SUCH DAMAGES.

B. Cap on Damages

EXCEPT AS SET FORTH HEREIN, THE TOTAL AGGREGATE CUMULATIVE LIABILITY OF DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL IN NO EVENT EXCEED THE MONTHLY AMOUNT OF FEES PAYABLE UNDER THIS AGREEMENT FOR 6 MONTHS, FOR THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE DATE OF THE EVENT(S) GIVING RISE TO THE LIABILITY. THE LIMITATION OF LIABILITY SET FORTH IN THIS SUB-SECTION DOES NOT APPLY TO LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW. THIS SECTION SHALL NOT DISCLAIM, LIMIT, OR CAP CLIENT’S OBLIGATION TO PAY ANY FEES OR CHARGES OR OTHER AMOUNT OWED TO COMTEX OR ANY DAMAGES TO WHICH COMTEX IS ENTITLED UNDER APPLICABLE LAW.

C. Survival & Essential Purpose

The limitations of liability contained in this Section XI (Limitation of Liability) will survive termination or expiration of this Agreement and will apply to the maximum extent permitted by applicable law, in any and all circumstances (except as expressly set forth above), including without limitation in the event any remedy fails for its essential purpose.

XII. Indemnification
A. Indemnification Obligations

To the maximum extent permitted by applicable Law, You shall indemnify and hold harmless, individually and collectively, Comtex, its affiliates, agents, resellers, employees and other providers who furnish goods and services to You in connection with the System, and their officers, directors, managers, and employees (the “Indemnified Parties”) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees and dispute resolution expenses) arising from or related to: (i) the use of or reliance upon the System, Software and Licenses by You or any third party acting with Your permission, knowledge, authority or direction; (ii) a breach of this Agreement by You, or any User; (iii) any negligent acts, omissions to act or willful misconduct by You or any third party acting with Your permission, knowledge, authority or direction; (iv) the inability to use the System, or the failure or outage of the System and/or Software or Licenses for any reason, including but not limited to those related to calling, “911” or other emergency responders; (v) the use of the System in connection with a violation of any applicable law, code, regulation, or ordinance by the Client or its End Users in connection with the use of the Wildix System ; or (vi) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided by or on behalf of Comtex. Further, Client will indemnify and hold harmless Comtex against all damages, costs, and legal fees finally awarded against Comtex by a court of competent jurisdiction or in Arbitration in connection with such third-party claim or agreed to in a written settlement agreement approved in writing by the Client.

B. Defense and Indemnification Procedures

If Comtex becomes an Indemnified Party, Comtex will have the right to participate at its own expense in the defense of such third-party claim, including any related settlement negotiations. No such claim may be settled or compromised by the Indemnifying Party without the Indemnified Party’s express written consent (which such consent may not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such third-party claim.

XIII. Warranties
A. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE WILDIX SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMTEX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE SPECIFICALLY AND WITHOUT LIMITING THE FOREGOING IN ANY WAY, COMTEX SPECIFICALLY DISCLAIMS ANY WARRANTY: (i) THAT ANY PRODUCT OR LICENSE WILL MEET ANY PARTICULAR REQUIREMENTS; OR (ii) THAT THE SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECTS IN THE SYSTEM OR SOFTWARE WILL BE CORRECTED; THE PARTIES AGREE, AND IT IS THEIR INTENTION, THAT IN NO EVENT SHALL ANY WARRANTY PROVIDED BY LAW APPLY UNLESS REQUIRED TO APPLY BY APPLICABLE STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. TO THE EXTENT THAT COMTEX CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

XIV. Dispute Resolution
A. Good Faith Attempt to Settle Disputes

In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each Party will appoint a duly authorized representative which will confer with the other Party before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.

B. Resolution in Small Claims Court.

In the event the dispute is not resolved, and the claim falls within the dollar limit allowed by New Jersey Superior Court, Small Claims Court, along with any other jurisdictional requirements, either Party may seek to have that dispute resolved in Small Claims court in New Jersey.

C. Binding Arbitration.

If negotiations fail to resolve the dispute within thirty (30) calendar days, and small claims court is not a valid option due to the size or nature of the claim, all disputed claims must be resolved by binding arbitration before a single arbitrator in accordance with the commercial rules of the American Arbitration Association (“AAA”) (available on the AAA website, www.adr.org/aaa) in effect as of the date this Agreement goes into effect. This agreement to arbitrate is intended to be given the broadest possible meaning under Applicable Laws. The place of arbitration will be in Bergen County New Jersey. The complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. The parties agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party. This Section shall survive the termination or cancellation of this Agreement. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

XV. Miscellaneous
A. Notices

Except where otherwise expressly stated in the Agreement, all notices or other communications must made in writing and delivered in person, upon delivered email, facsimile, or overnight courier service, and addressed as follows: to Comtex at 29 Poplar Street, East Rutherford, New Jersey 07073. All notices to be valid must be confirmed by Comtex as received. Client agrees that all electronic notices have the full force and effect of paper notices.

B. Force Majeure

Excluding either Party’s payment obligations under the Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including without limitation any act of nature; national emergency; third-party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.

C. No Waiver

In no event shall any failure or delay by Comtex to: (i) assert or exercise any right; (ii) demand fulfillment or performance of any obligation; or (iii) avail itself of any remedy under these Agreement, in whole or in part, be deemed a waiver of any right or remedy under these Agreement on such occasion or any other occasion.

D. Headings, Interpretation

The headings, section titles, and captions used in the Agreement are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require, the singular form of nouns and pronouns include the plural, and vice versa.

E. Governing Law

This Agreement and Your use of the Licenses shall be governed by and construed under the laws of the State of New Jersey without regard to its conflict of law rules.

F. Entire Agreement

The Agreement, together with any exhibits, Orders, and Attachments, and Your Contract, each of which is expressly incorporated into this Agreement with this reference, constitutes the entire agreement between the Parties and supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject. If there is a conflict in terms, Your Contract Controls.

G. Future Changes to this Agreement

We may change the terms of this Agreement from time to time. We will not provide You with written notice. You will be responsible to check the Comtex website for any modifications to this Agreement. Continued use of the Licenses will constitute Your acceptance of the modified terms. If the terms of this Agreement are amended and You do not wish to accept the modified terms, You may terminate this Agreement only in accordance with Section IX, titled Termination of System and Licenses.

H. Severability and Waiver

In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision(s) will be stricken and the remainder of this Agreement will remain legal, valid and binding. The failure by either Party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion. Except as otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at Law, or in equity.

I. Execution

Each Party represents and warrants that: (a) it possesses the legal right and capacity to enter into the Agreement and to perform all of its obligations thereunder; (b) the individual executing an Electronic Signature regarding the Agreement on that Party’s behalf has full power and authority to execute and deliver the same; and (c) the Agreement will be a binding obligation of that Party.

J. Survival

The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement, including without limitation payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous.

Wildix® Subscriber Agreement 09012018

Categories
Access Control Systems CCTV

Terms & Conditions For Access Control and CCTV Systems

Thank you for selecting Comtex to supply and install a CCTV and/or Access Control System (“System”). Please review this Terms and Conditions Agreement (“Agreement”) thoroughly because they regulate the installation and service of your system.

This Agreement is a legal agreement between Comtex, Inc., (“Comtex” or “We” or “Our”) and Your Company, (“Client” or “You” or “Your”). Comtex and Client may be individually referred to as a “Party” or collectively as the “Parties.” The Descriptive CCTV and/or Access Control Proposal (“Contract”), that You signed, describing the equipment, installation and cost of Your System, is expressly incorporated herein and constitutes part of this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and are representing to Comtex that You have the authority to bind such Entity and its affiliates to this Agreement.

ALL CCTV, VIDEO SURVEILLANCE, AND ACCESS CONTROL SYSTEMS, PRODUCTS, EQUIPMENT, CABLING, ACCESSORIES, REMOTE SUPPORT, PROGRAMMING, SOFTWARE, REPAIR AND SERVICES SUPPLIED, SOLD, DEPLOYED, RELOCATED OR INSTALLED BY COMTEX ARE SUBJECT TO THE FOLLOWING TERMS & CONDITIONS.

I. DISCLAIMERS

Any System installed by Comtex is designed to reduce the risk of loss or damage to or at Your premises so far as this can be done by the use of these systems. However, regardless of whether Your System is working properly or not, We do not guarantee that it will deter, prevent or capture illegal activity. We do not guarantee that the equipment cannot be removed, tampered with or made to stop working by You or any unauthorized person. We do not guarantee that it will not fail to record or require service at some point. We do not guarantee that it will secure your property, belongings or people on or near your property. Comtex does not warrant or represent that that the operation of Your System will be uninterrupted or error free. Comtex does not act and shall not be deemed to act as an insurer of Your property or the contents contained therein. Comtex does not provide a warranty that by virtue of the installation of one or more types of systems, the property, people or contents contained therein are completely secure or safe. Comtex does not sell or install burglar alarms and does not provide burglar or alarm monitoring services. You may contact a vendor who supplies and installs burglar alarms that may compliment Your System. Comtex shall have no liability in contract or tort for any loss suffered and in particular, we do not accept any liability whatsoever for any consequential loss or damage (including loss of earnings or profits or anticipated profits) which may arise from any malfunction or defect of any System. Should any of the above occur, Comtex is not responsible for any losses you may suffer directly or indirectly.

A. DISCLAIMER OF WARRANTIES

EXCEPT AS SPECIFICALLY SET FORTH IN YOUR CONTRACT AND THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SYSTEM INSTALLED BY COMTEX IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMTEX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE SPECIFICALLY AND WITHOUT LIMITING THE FOREGOING IN ANY WAY, COMTEX SPECIFICALLY DISCLAIMS ANY WARRANTY: (i) THAT ANY PRODUCT OR SOFTWARE WILL MEET ANY PARTICULAR REQUIREMENTS; OR (ii) THAT THE SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECTS IN THE SYSTEM OR SOFTWARE WILL BE CORRECTED; THE PARTIES AGREE, AND IT IS THEIR INTENTION, THAT IN NO EVENT SHALL ANY WARRANTY PROVIDED BY LAW APPLY UNLESS REQUIRED TO APPLY BY APPLICABLE STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. TO THE EXTENT THAT COMTEX CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

B. LIABILITY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMTEX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR PARTNERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, REPUTATIONAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (1) DAMAGES FOR LOST OR ANTICIPATED PROFITS, LOSS OF USE, BUSINESS, OR GOODWILL; (2) LOSS OR CORRUPTION OF DATA, EQUIPMENT, OR PRODUCTS; (3) COST OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (4) LOST OPPORTUNITY; (5) ANY OTHER INTANGIBLE LOSSES, EVEN IF COMTEX WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR ARISING OUT OF THE USE OF ANY GOODS OR SERVICES PROVIDED BY COMTEX WHETHER IN ANY OF THE FOREGOING, HOWEVER CAUSED, ARISING UNDER WRITTEN OR ORAL CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF COMTEX HAS BEEN INFORMED IN ADVANCE OR COULD HAVE REASONABLY FORESEEN SUCH COSTS, DAMAGES OR LOSSES.

IF ANY LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN COMTEX’S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED $500.00. THE LIMITATION OF LIABILITY SET FORTH IN THIS SUB-SECTION DOES NOT APPLY TO LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW. THIS SECTION SHALL NOT DISCLAIM, LIMIT, OR CAP CLIENT’S OBLIGATION TO PAY ANY FEES OR CHARGES OR OTHER AMOUNT OWED TO COMTEX OR ANY DAMAGES TO WHICH COMTEX IS ENTITLED UNDER APPLICABLE LAW.

II. INDEMNIFICATION
A. Indemnification Obligations

To the maximum extent permitted by applicable Law, You shall indemnify and hold harmless, individually and collectively, Comtex, its affiliates, agents, and employees and other providers who furnish goods and services to You in connection with Your System, and their officers, directors, managers, and employees (the “Indemnified Parties”) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees and dispute resolution expenses) resulting directly or indirectly from or related to: (i) the use of or reliance of any System and Software by You or any third party acting with Your permission, knowledge, authority or direction; (ii) a breach of this Agreement or any other Agreement with Comtex, by You, or any End User; (iii) any negligent acts, omissions to act or willful misconduct by You or any third party acting with Your permission, knowledge, authority or direction; (iv) the inability to use any System, or the failure or outage of a System and/or Software for any reason; (v) the use of a System in connection with a violation of any applicable law, code, regulation, or ordinance by the Client; or (vi) the misappropriation, breach, violation, or infringement of any right, title or interest of any third party, including but not limited to, contractual rights, Intellectual Property rights, and rights of privacy; (vii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided by or on behalf of Comtex; (viii) Your use of, reliance on, or publication, communication or distribution of anything on Our Website; or (x) your violation of any law or regulation. Further, Client will indemnify and hold harmless Comtex against all damages, costs, and legal fees finally awarded against Comtex by a court of competent jurisdiction or in Arbitration in connection with such third-party claim or agreed to in a written settlement agreement approved in writing by the Client.

B. Defense and Indemnification Procedures

If Comtex becomes an Indemnified Party, Comtex will have the right to participate at its own expense in the defense of such third-party claim, including any related settlement negotiations. No such claim may be settled or compromised by the Indemnifying Party without the Indemnified Party’s express written consent (which such consent may not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such third-party claim.

III. DISPUTE RESOLUTION
A. Good Faith Attempt to Settle Disputes

In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each Party will appoint a duly authorized representative which will confer with the other Party before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.

B. Resolution in Small Claims Court.

In the event the Dispute is not resolved, and the claim falls within the dollar limit allowed by New Jersey Superior Court, Small Claims Court, along with any other jurisdictional requirements, either Party must seek to have that dispute resolved in Small Claims court in New Jersey.

C. Binding Arbitration.

If negotiations fail to resolve the Dispute within thirty (30) calendar days, and small claims court is not a valid option due to the size or nature of the claim, all disputed claims must be resolved by binding arbitration before a single arbitrator in accordance with the commercial rules of the American Arbitration Association (“AAA”) in effect as of the date this Agreement goes into effect. This agreement to arbitrate is intended to be given the broadest possible meaning under Applicable Laws. The place of arbitration will be in Bergen County New Jersey. The complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. The parties agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party. This Section shall survive the termination or cancellation of this Agreement. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

IV. CLIENT’S OBLIGATIONS FOR INSTALLATION
A. Representations

Client represents and warrants that it is the owner of Client’s said premises or has the authority from the owner or any other person in control of Client’s facility to permit Comtex to install the equipment and cabling at Your facility which may include, but is not limited to, drilling holes, driving nails, making attachments or doing such other things as may be necessary or related to the installation of the System. Client acknowledges that Comtex has no way of knowing of the existence of hidden pipes, wires or other obstructions within walls, ceilings, doors or any other concealed spaces or a condition which differs from those originally encountered or an unexpected condition that affects the cost of the installation, and that is the obligation of You to make Comtex aware of such conditions in advance, failing which Comtex shall has no responsibility whatsoever for any damage that may be caused or any additional costs that may be required to complete the installation as per Contract.

B. Obligations

Client agrees, at its expense, at all other times during the period of installation and maintenance services to: (i) allow Comtex employees access to the areas where the equipment is to be installed; ii) provide all patching, painting, concrete, and other openings, floor reinforcements and ceiling tiles; (iii) provide ample electric current and electrical support for the equipment, terminating in rooms where required; (iv) accept the risk of loss for any damage or destruction of Your equipment installed and/or left on premises to be installed, at the time of delivery to Your premises, except with respect to damage or destruction resulting from the negligence of a Comtex technician and (v) accept responsibility for ensuring that Your network and access, whether remote or on site, are secure and backing up Your data.

C. Remote Access

Client agrees that if remote access to Your System was granted at time of installation or commencement of a service contract, it will remain available to Comtex. If changes to remote access are made by You including, but not limited to, new IP addresses, security procedures, or hardware, You agree to notify Comtex of such changes and You understand that failure to do so may hinder Our ability to provide timely service or support. If remote access is unobtainable due to Client provided equipment and an onsite service call is required as a result, Client is responsible to pay Comtex’s on site current labor rate.

V. INSTALLATION OF EQUIPMENT AND DELAYS

Our non-union crew will install this system during normal work days and hours. The Contract price for Your System and its deployment is priced to include a specified time frame for installation. If a technician must make an unscheduled site visit or return to the site during the period of installation, or for the maintenance or repair of Your System thereafter, including but not limited to the following reasons, (i) required cabling is missing, (ii) Client’s network is not properly configured or has an issue, (ii) Client’s network is missing required equipment (router, QOS, PoE switch), (iv) no internet access, (v) Client’s IT vendor is not available and needed during deployment, (vi) any other delay that is caused by the Client, or (vii) if Client does not fulfill its obligations as defined in paragraph , Client agrees that any of the foregoing delays or obligations set forth in Section IV herein will result in additional charges on a time and material basis at Comtex’s then current rate. Charges will apply to the real time lost by Comtex technicians including travel time and time on site.

V. HAZARDOUS MATERIALS

It is the responsibility of Client to inform Comtex of any hazardous materials in Your facility, including but not limited to Asbestos, mold, or lead paint. If Comtex encounters and of the aforementioned, We have the right to cease the project until such a time that the work area is deemed safe for Our technicians. If Our technicians must leave Your facility because of Your failure to notify Comtex of the existence of hazardous materials, You will be charged for the return trip.

VI. SERVICE OF SYSTEM

Your System comes with a one year guarantee as described in Your Contract. Prior to the expiration of Your guarantee a Comtex representative will contact you and offer you an option to subscribe to a Comtex service contract. If you opt not to enroll in our service contract program, then You always have the option to contact Us when Your System requires service and You will be billed on a time and material basis at the then prevailing labor or programming rates. Comtex’s obligations under the guarantee and/or service contract are subject to the exclusions in Your Contract and contingent on Your invoices being paid and current.

VII. MISCELLANEOUS
A. Notices

Except where otherwise expressly stated in the Agreement, all notices or other communications must be made in writing and delivered in person, upon delivered email, facsimile, or overnight courier service, and addressed as follows: to Comtex at 29 Poplar Street, East Rutherford, New Jersey 07073. All notices to be valid must be confirmed by Comtex as received. Client agrees that all electronic notices have the full force and effect of paper notices.

B. Force Majeure

Excluding either Party’s payment obligations under this Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including without limitation any act of nature; national emergency; third-party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.

C. No Waiver

In no event shall any failure or delay by Comtex to: (i) assert or exercise any right; (ii) demand fulfillment or performance of any obligation; or (iii) avail itself of any remedy under these Agreement, in whole or in part, be deemed a waiver of any right or remedy under these Agreement on such occasion or any other occasion.

D. Headings, Interpretation

The headings, section titles, and captions used in this Agreement are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require, the CCTV or Access Control singular form of nouns and pronouns include the plural, and vice versa.

E. Governing Law

This Agreement and Your Contract shall be governed by and construed under the laws of the State of New Jersey without regard to its conflict of law rules.

F. Entire Agreement

This Agreement, together with any exhibits, Orders, and Attachments, and Your Contract(s) signed by You, each of which is expressly incorporated into this Agreement with this reference, constitute the entire agreements between the Parties and supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject. If there is a conflict, Your Contract shall control.

G. Taxes

In addition to the charges included herein, You agree to pay any sales and use taxes, fees, permit fees or charges for the installation and use of the Licenses provided for under this Agreement which are authorized or imposed by any governmental body or agency.

H. Severability and Waiver

In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision(s) will be stricken and the remainder of this Agreement will remain legal, valid and binding. The failure by either Party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion. Except as otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at Law, or in equity.

I. Survival

The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement, including without limitation payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous.

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