OnGuard Subscriber General Terms and Conditions
Sens-Net Inc. (dba OnGuard Lone Safety) reserves the right to change these terms and conditions. Updates will be posted to https://www.onguardlonesafety.com/terms
NOTICE: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ORDERING AND/OR USING THE OnGuard PRODUCT, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
“OnGuard” means the service(s) offered by Sens-Net Canada Ltd. which are marketed as OnGuard, and could be free or paid depending on the subscription type as advertised.
“Services” means services provided by OnGuard Lone Safety.
“You” and its derivatives, such as “your” refers, as the context requires, to:
- any person using OnGuard Services in their individual capacity;
- any company, partnership, governmental agency or other legal entity ordering the OnGuard Service and OnGuard on behalf of and for use by its employees and/or contractors (an “Organization”);
- such Organization’s employees and/or contractors.
“OnGuard Service” or “OnGuard Services” mean software and services provided by OnGuard.
By using the OnGuard Service, you accept and agree to be bound by all the terms and conditions of this Agreement in its entirety. You agree that this Agreement is enforceable like any written Agreement signed by you.
You understand and agree that:
1.1. Agreement. As used herein, the term “Agreement” means, collectively, these OnGuard Subscriber General Terms and Conditions, (“General Terms”) the Services plan(s) to which you have subscribed (“Service Plan(s)”.
1.1.1 The Agreement period (“Term”) starts when you activate your OnGuard Service (as further described in Section 2.1 herein) and ends when you deactivate the OnGuard service via OnGuard customer support or by written or email instruction to your reseller or network operator customer care representative.
1.1.2. If this Agreement is being entered into by an Organization to use OnGuard on behalf of and for use by its employees and/or contractors, then the Organization shall enter complete and accurate registration and contact information for such employees and contractors into the OnGuard system, upon which registration such employees and contractors shall be “Authorized Users” for purposes of this Agreement, and shall be automatically deemed to have agreed to the terms of the Agreement. Only Authorized Users with active OnGuard service registration are covered under this Agreement.
The Organization shall: (a) ensure that all Authorized Users are: (i) made aware of the functionality of the OnGuard Services and the scope of the Services provided to them, and the limitations on such functionality and Services; (b) made aware of their obligations under this Agreement, as well as OnGuard’s limitations of liability and indemnity under this Agreement; and (c) immediately inform Authorized Users if and when their OnGuard Services have been deactivated and that they are no longer monitored.
1.2. Changes. OnGuard may change the General Terms for Services at any time by posting the changed General Terms to https://www.onguardlonesafety.com/terms. OnGuard will use reasonable efforts to notify you directly of changes, including by way of text or email over your OnGuard Service, that will materially affect the functionality of the OnGuard Services and the scope of the Services provided. Notwithstanding the foregoing, you accept responsibility for being fully informed of the changing content of https://www.onguardlonesafety.com/terms, including changes in the General Terms and the Services and in the case of an Organization, for making the occurrence of changes known to your Authorized Users. If OnGuard makes changes to the Services pursuant to Section 2 that are not acceptable to you, you may terminate the Agreement without charge by giving written notice of cancellation to OnGuard as specified in Section 4, or within thirty (30) days after the date the unacceptable change was posted. In the event of such termination it is an Organization’s sole responsibility to immediately notify its Authorized Users of such termination. If you do not give written notice to OnGuard of such termination within thirty (30) days, you shall be deemed to have accepted the change, effective on the date of its posting, including without limitation, on behalf of your Authorized Users, as applicable. You agree that you cannot change this Agreement and that no statement or representation (oral or written) of any sales agent, distributor, representative or employee of OnGuard made to you can change this Agreement.
1.3. Coverage. You may use your OnGuard Service anywhere there is mobile cellular coverage (subject to any applicable restrictions due to local laws, licensing requirements and regulations).
1.4. GPS Limitations. OnGuard Services utilize location coordinates derived from the GPS Satellite Constellation and possibly other available Satellite constellations such as GLONASS (the “GPS Satellites”) in conjunction with the onboard GPS chip of any mobile device used for the OnGuard service to determine your position. The GPS Satellites’ availability is limited by the space technology and environmental conditions that affect all radio transmissions. GPS Satellite service is wireless and requires a clear line of sight toward four or more satellites in order to obtain a location fix; therefore, the Services (as defined below) are inherently subject to transmission and reception limitations caused by: (i) your location, including conditions that obstruct the line of sight between you and the GPS Satellites , including being indoors, close to tall buildings, in a parking or other open structure, or underground; (ii) the condition of the GPS Satellites and ground stations; (iii) the condition of the device being used for the OnGuard Service; and (iv) weather conditions, atmospheric conditions, magnetic interference, environmental, and other conditions beyond OnGuard’s or the GPS Satellites’ control. Services may become limited or temporarily unavailable without notice from time to time. GPS technology may require several minutes to obtain a fix, if one was not previously possible, even after clear line of sight to multiple satellites is established, therefore an accurate location fix may not be available at the time required even if outdoors. OnGuard does not own or control the GPS Satellites, and cannot be responsible for any service interruptions or interference that are associated with those GPS Satellites.
1.5. Cellular Network and Email Service limitations. OnGuard does not own or control the cell phone and email service providers who send and receive email, network data transmissions, short message service (“SMS”) messages and voice calls sent to and from OnGuard Services, and messages from the OnGuard services to Emergency Contacts and is not responsible for any delays by these service providers related to these transmissions, discontinuance of service by the service providers due to payment or credit issues, signal coverage limitations, or outages or other operational problems at these service providers. Provision of such cell phone and email service to send and receive email, other data transmissions, short message service (“SMS”) messages and voice calls sent to and from OnGuard Services is provided and subject to the agreement you have entered into directly with the provider of such services.
1.6. End User or End Users are defined in this agreement to mean both individual users of OnGuard who are a party to this Agreement, who have obtained a OnGuard Service and who have successfully entered registration and contact data and Authorized Users as defined above.
By downloading and signing into the OnGuard Service you activate your subscription to the OnGuard service.
2.1. Deliberate or Negligent Misuse. OnGuard reserves the right to discontinue service for Negligent and deliberate misuse. Misuse may include, but is not limited to, activating unwarranted Panic alarms, unauthorized tracking of OnGuard users or other non-work related activities considered to be an infringement of the privacy of OnGuard users during their personal time.
2.2. Enterprise Administration. An Organization must designate an administrator or administrators (“Enterprise Administrator”), who must be an employee duly authorized by the Organization, to create, modify and maintain End User registration and Contact information on behalf of its Authorized Users, including primary and secondary contact information for the End User, and other information that will form the basis of the Organization’s safety incident escalation policy.
2.3 Automatic Renewal. So that we can manage your services effectively and to ensure seamless continuity of those services, ALL AGREEMENTS WILL RENEW AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO THE CURRENT TERM until ended by either you or OnGuard. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be at the then prevailing market rate. If you do not wish for an agreement to renew then you can cancel it easily at the end of any extension or renewal period, by giving us prior notice. NOTICE MUST BE GIVEN THROUGH THE ONGUARD SERVICE OR ON OUR WEBSITE’S CONTACT PAGE. THE NOTICE PERIODS REQUIRED ARE AS FOLLOWS: AT LEAST ONE MONTH PRIOR TO THE EXPIRATION DATE OF THE TERM.
- TERMS, FEES AND PAYMENTS.
“Billing Period” means the period for which you agree to prepay fees according to the agreement. A billing period can be either monthly or annually. For example if your term is 12 months but you are on a monthly billing cycle your billing period is 1 month. If you have a 3 year term but are on an annual billing cycle, your billing period is 1 year.
“Subscription Fee” means the amount you pay for the OnGuard Service.
3.1. The Subscription Fee will remain fixed during the Subscription Term
3.2. Fee Adjustments. We determine the Subscriptions type at the end of the Billing Period by reviewing the number of Authorized users and enabled feature sets during your previous Billing period. For monthly billing periods the fee adjustments will happen at the end of each month. For annual billing periods, at the end of the period a prorated invoice based on number of subscriptions and subscription types for all subscriptions exceeding all prepaid fees will be issued if the oversubscription lasted for more than a week.
3.3. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
3.4. Payment against invoice. If you are paying by invoice, we will invoice you before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable as stated on the invoice.
3.5. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your OnGuard account in the Command Portal. All payment obligations are non-cancelable and all amounts paid are non-refundable. All fees are due and payable in advance throughout the Subscription Term.
3.6. Taxes. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the OnGuard Service. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
- CANCELLATION. Service Plans may be canceled by deactivating user accounts by an Enterprise Administrator requesting OnGuard in writing to cancel some or all End User accounts. It is the Organization’s sole responsibility to, and such Organization shall immediately notify any End User(s) in respect of whom it has cancelled an account. To notify OnGuard in writing, you must email your notice of cancellation to [email protected] and provide the End User’s name, address and mobile number for the OnGuard user for which you want to cancel Services.
4.1. Changes to Services. You agree that OnGuard or its service providers (including your mobile phone service provider, or GEOS, collectively, the “Service Providers”) may make changes to the Services in order to comply with applicable laws, to maintain or improve the Services or for other business reasons, in their complete discretion, without notice to you and without liability for any changes in your ability to use OnGuard Services, including compatibility issues with the OnGuard Services, as a result of such changes.
- DATA TRANSMISSION.
You acknowledge and agree that OnGuard relies on your Service Provider(s) for data transmissions, and accordingly OnGuard makes no representation as to the success of any data transmission. In addition to limitations resulting from incorrect use (e.g., next to or under an obstruction), wireless communications systems have inherent characteristics that can create dropped data transmissions or SMS messages. Dropped data transmissions, regardless of whether these are emergency signals or other data transmissions, will not be credited regardless of cause. Nor shall OnGuard be liable for any damages that may result from such dropped data transmission, including dropped or delayed Alert SMS message(s) and/or dropped or delayed emergency signals.
- SERVICE LEVEL AGREEMENT; DISCLAIMER OF WARRANTIES.
6.1. Comprehensive Service Level Agreement for OnGuard Services. To the maximum extent permitted by applicable law, the only warranty provided in relation to OnGuard Services is the OnGuard Service Level Agreement. No advice or information, whether oral or written, obtained from OnGuard or elsewhere, will create any warranty not expressly stated in the OnGuard Service Level Agreement
The applicability of the above limitations and exclusions may vary from province to province, state to state and/or from country to country, so the above limitation may not apply to you. Notwithstanding the foregoing, to the extent required by applicable law, OnGuard limits the duration of any implied warranties to the duration of the comprehensive warranty for the contracted term of the applicable OnGuard Service.
6.2. Disclaimer of Warranty for the Services and Software. No oral or written information or advice given by any distributor, reseller or its authorized representative shall create a warranty. OnGuard shall not be responsible for any loss of data that results from the use of the Services.
- LIMITATION OF LIABILITY.
7.1. To the fullest extent permitted by law, OnGuard and its affiliates hereby expressly excludes and disclaims any liability for : (i) any damages or claims, including injury or death, and (ii) any and all indirect, special, consequential, incidental, reliance, exemplary or punitive loss, damage, costs or expenses, as well as loss of profits, loss of income, medical and other expenses, loss of guidance, care and companionship or other similar damages or losses, whether direct or indirect; in all cases, which may arise out of or in connection with the provision of the OnGuard Service (including without limitation any delay in providing or failure to provide the Services) or its use by you or any End Users or by another person whether or not authorized by you or any End User to utilize the Services, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable. To the fullest extent permitted by law, OnGuard further excludes all liability, whether resulting from contract, tort (including liability for negligence or breach of statutory duty) or otherwise in respect of any loss, damage, costs, expenses or other claims resulting from any faults, failures or inadequacies of the OnGuard Service, the GPS Satellites, the mobile phone network, the Services or third party emergency monitoring and response, including, without limitation, any failure or delay in the provision of Services caused by:
7.1.1. Matters outside of OnGuard, GEOS or its Service Providers’ and their affiliates’ reasonable control, which shall include, but are not limited to, change in applicable legislation or outbreak of hostilities, riot, civil disturbance, acts of terrorism, fire, explosion, flood, snow, fog or other inclement weather conditions, failure of telecommunications or satellite systems, electrical power failures or fluctuations, surges in the electrical mains or currents, damage caused by electromagnetic interference, theft, malicious damage, strike, lockout or industrial action of any kind
7.1.2. Failure, delay or inaccuracy of the GPS Satellites, or of the OnGuard Service in providing accurate or up-to-date location coordinates
7.1.3. Failure, delay or inaccuracy of the OnGuard Service to process and/or transmit data transmissions, including emergency signal(s), and/or location coordinates, to the mobile phone network
7.1.4. Failure of or delay in the mobile phone network to process data and text transmissions, including but not limited to emergency signal(s), location coordinates, map display, and to transmit such transmissions to the OnGuard cloud server or to deliver SMS Emergency Contact Alerts to Emergency Contacts
7.1.5. Failure by Internet and email service providers to deliver email Emergency Contact Alerts to Emergency Contacts
7.1.6. Failure or delay of the OnGuard cloud server to receive and relay emergency and non- emergency signal(s), location coordinates, identified points of contact and other End User registration data to the IERCC
7.1.7. Outage or downtime of the OnGuard cloud server and its associated software, or the cloud hosting provider that OnGuard uses to provide network connectivity and hardware for the servers
7.1.8. Failure or delay by a roaming mobile phone network provider to provide voice, SMS or data service to your OnGuard Service
7.1.9. Failure of or delay on behalf of Service Providers to perform the applicable services for which each is contracted
7.1.10. Failure to obtain a clear line of sight toward multiple GPS Satellites in order to get an accurate GPS location
7.1.11. Failure by the End User or the Enterprise Administrator to properly install or configure or verify the functionality of the OnGuard Service.
7.1.12. Failure of OnGuard or its Service Providers to provide the Service(s), due to the Service(s) having been cancelled pursuant to sections 2.1 or 4.
7.1.13. Failure to charge the battery or inadequacy of battery charging of the mobile device OnGuard Services are operating on
7.1.14. Failure of the OnGuard Service to operate because it was turned off by the End User, or because it ran out of battery charge
7.2. In no event shall OnGuard or its affiliates be liable, alone or in the aggregate, to you (as an End User, or as an Organization or an Authorized User thereof) for any damages, claims, demands, suits, causes of action, losses, costs, expenses, and/or liabilities in excess of an amount equal to the fees for Services paid by you under the Agreement, regardless of whether such liability arises out of breach of contract, guaranty or warranty, tort, product liability, indemnity, contribution, strict liability or any other legal theory.
7.3. Each party (on its own behalf and in the case of an Organization, on behalf of its Authorized Users) waives all claims against the other party (and against the affiliates of each, and their respective members, shareholders, officers, directors, agents and employees) for: (i) any consequential, incidental, indirect, special, exemplary or punitive damages, as well as damages related to loss of actual or anticipated profits, revenues or product; loss by reason of shutdown or non-operation; increased expense of operation, borrowing or financing; loss of use or productivity; and increased cost of capital, loss of income, medical and other expenses, loss of guidance, care and companionship; in all cases arising out of this Agreement, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable, and regardless of whether any such claim arises out of breach of contract, guaranty or warranty, tort, product liability, indemnity, contribution, strict liability or any other legal theory, each party (on its own behalf and in the case of an Organization, on behalf of its Authorized Users) hereby releases the other party and each of such persons from any such liability.
- TRADEMARKS, DOCUMENTATION, INTELLECTUAL PROPERTY AND SOFTWARE LICENSE.
8.1. Trademarks. OnGuard Lone Safety, OnGuard, OnGuard Comms, OnGuard Safety and OnGuard Premium are trademarks that are the property of OnGuard.
8.2. Documentation. The documentation, including all documentation incorporated by reference herein, such documentation provided or made available at https://www.onguardlonesafety.com/terms/ is provided “AS IS” and “AS AVAILABLE” and without condition, endorsement, representation or warranty of any kind by OnGuard or its affiliates. OnGuard assumes no responsibility for any typographical, technical, or other inaccuracies, errors, or omissions in this documentation. OnGuard reserves the ability to amend this documentation from time to time without notice to you; however, OnGuard makes no commitment to provide any such changes, updates, additions, enhancements or other amendments to the documentation to you in a timely manner or at all.
8.3. Intellectual Property. The OnGuard Services and/or associated software are protected by copyright, international treaties, and various patents. You agree that OnGuard (and its licensors, as applicable) owns all intellectual property relating to your OnGuard Service and/or associated software, and you shall not attempt to challenge the validity or enforceability of any such rights. You shall not, nor shall your Authorized Users reverse engineer, decompile, or disassemble the OnGuard Products or attempt to discover the mechanical nature and inner workings of the OnGuard Services. Except as expressly granted herein, you and your Authorized Users are not granted any right, title or interest (including without limitation by implication or estoppel) to the OnGuard Products and/or the associated software.
8.4. Software License. The software (including firmware) included in your OnGuard Service is licensed to you, not sold. You are granted a limited, non-transferable, non-exclusive license to use the software in connection with your use of your OnGuard Product and OnGuard Protect in accordance with the Agreement.
- YOUR OBLIGATIONS.
9.1. Familiarization with your OnGuard Service. You as an End User or as an Authorized User agree to familiarize yourself with the operation of your OnGuard Service, including reading the documentation available to all authorized users provided by OnGuard to your Administrator/s. You agree you will use the OnGuard Service only in accordance with those instructions.
9.2. Personal Use. Service Plans are for personal use by End Users only, whether in connection with employment or otherwise. You or any End User shall not rent, lend, lease or otherwise charge for the OnGuard Service or any information or services associated with or derived from the OnGuard Service. The only exceptions are the approved commercial uses described in Section 8.3 herein and pursuant to the restrictions in Section 8.4 and 8.5.
9.3. Authorized Commercial Use Only. The OnGuard Service and OnGuard are intended solely for the following commercial uses under your Service Plan: (a) by individuals or groups to increase their personal safety; or (b) by organizations to increase the safety and productivity of their entire workforce. OnGuard’s duties, obligations and liabilities under this Agreement shall apply only to use of the OnGuard Service and OnGuard for the foregoing intended use.
9.4. Misuse. You agree that you will not use OnGuard Services (1) to abuse or misuse the Services (2) for any purpose in violation of law, (3) in any manner that infringes or misappropriates third party rights, or (4) in any manner which overloads or unreasonably interferes with the Services or the mobile network. Failure to adhere to these restrictions may result in termination of this Agreement by OnGuard, and OnGuard may exercise all other remedies available.
9.5. Authorized Users are defined in 1.1.2. An Organization is solely responsible, and assumes any liability, for any Authorized User who utilize the OnGuard Service. An Organization is also responsible for compliance with this Agreement by it’s Authorized Users.
- ACCOUNT INFORMATION AND PASSWORDS.
You acknowledge and accept that the information required in your OnGuard user account, or the user accounts of your Authorized Users including registration data, contact information, Emergency Contact contact information, and supported service is essential for proper provision of the Services. You accordingly certify that the information supplied by you is accurate in all respects. It is your responsibility to ensure that the information supplied by you remains accurate, complete and up to date. A change of address from one country to another country (for example from the US to Canada or vice versa) may require service level changes and might incur additional charges on the applicable account. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the software and the Services. Accordingly, you agree that you will be solely responsible for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to immediately notify OnGuard.
Additional information on privacy can be found in the privacy statement on https://www.onguardlonesafety.com/privacy/
11.1. Location Privacy Consent. You explicitly agree that OnGuard may transmit your location information in order to provide the Services described in Section 2. In order to provide the Services, OnGuard may transmit your location information over various public networks, in various formats, to your emergency response center, such as GEOS, IERCC (international emergency response coordination center) or other such provider that may then transmit your location information to emergency responders, Emergency Contacts and embassies, as required. OnGuard may also provide your location information to your Emergency Contacts and will display your location in the OnGuard Command Portal accessible by Authorized Users. OnGuard will not collect, use or disclose your location information for any other purpose, except where required or permitted by law.
11.2. Privacy, Data Protection. OnGuard is committed to protecting your personal information. OnGuard may collect, use and disclose your personal information in order to provide the Services contemplated in this Agreement. In particular, OnGuard will provide your personal information (such as your name, location, registration information, Emergency Contact information and message history) as may be required, to emergency responders or their agencies in the event that you or your authorized user triggers an alert alarm or a Man Down Alarm, or as otherwise provided in this Agreement.
OnGuard may also provide information about you to your Emergency Contacts and/or emergency responders should it be reasonably determined that an emergency may exist. OnGuard may share with third parties certain pieces of non-personal, aggregated information, meaning that information from many users is grouped together and is disclosed in such a way that it does not reveal the identity of any particular user, such as Network Performance information used to validate, evaluate, compare and improve the performance of the networks of OnGuard users.
OnGuard may also collect and use information about your use of the Services, including your location, to monitor service quality. Except as provided in this Agreement, OnGuard will not disclose, trade, rent, sell or otherwise transfer your personal information to third parties, except if required or permitted by law, such as for judicial or governmental investigations or proceedings or if OnGuard or GEOS considers it necessary to do so to prevent risk of death or serious personal injury to you or others. You consent to the foregoing collection, use and disclosure of your personal information and to OnGuard’s collection, use and disclosure of your personal information as set out in this Section 9.5. For additional information on the way in which OnGuard treats your personal information, see the privacy policies listed at http://www.onguardlonesafety.com pertaining to your use of the website. If you are signing this Agreement pursuant to 1.1.2 on behalf of your Organization, then you represent, warrant and covenant to OnGuard that you have obtained, and will maintain throughout the term of this Agreement, the full right and authority (by way of any consents and notices required under applicable privacy and other laws) for the collection, use, transfer, disclose or other processing of personal information, including location information, as described in Section 9.4, by OnGuard for the purposes contemplated in this Agreement.
Your personal information may be transferred to users that contract GEOS or other Service Providers in the United States or other jurisdictions, and will be subject to applicable United States and other laws (including lawful access by governmental authorities). For additional information about the way in which OnGuard, GEOS or our other Service Providers treat your personal information, contact us at 1- 888-500-2902.
12.1. Indemnity. To the maximum extent permitted by law, You agree to indemnify, defend and hold harmless OnGuard and its affiliates, from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or in connection with (i) your or, as applicable, your Authorized Users use of any OnGuard Service, the Services and any associated software, (ii) any breach of any of the terms and conditions of this Agreement, (iii) any injury or death to you or, as applicable your Authorized Users, or loss of property, or (iv) any negligent, reckless or tortuous act or omission committed by you or, as applicable, your Authorized Users.
12.2. GOVERNING LAW AND BINDING ARBITRATION. This Agreement is governed by the laws of the Province of Alberta, Canada without giving effect to conflicts of law. Any dispute, claim or controversy arising now or in the future under or relating in any way to this agreement or the products or services OnGuard supplies (“claim“), regardless of the nature of the cause(s) of action asserted or the relief or remedies sought, shall, to the extent possible, be settled amicably by the parties hereto. In the event of a failure to reach amicable settlement of a claim, such claim shall be resolved by binding arbitration. Claims subject to arbitration include claims that are made as counterclaims, cross claims, third party claims, interpleaders, or otherwise. Arbitration replaces the right to go to court, and thus this provision waives any right to a jury trial or the opportunity to litigate any claims in court before either a judge or jury. This provision also means that neither you nor OnGuard will be able to pursue a claim as a class action or other representative action (such as an action in the form of a private attorney general) either in arbitration or in court, nor will you or OnGuard be able to pursue a claim as a class member in a class action or other representative action in arbitration or in court, and you and OnGuard waive any right to do so.
This binding arbitration provision applies to any and all Claims that you have against OnGuard, its affiliates, licensees, predecessors, successors, assigns, and against all of their respective employees, agents, or assigns, or that OnGuard has against you; it also includes any and all Claims regarding the applicability of this arbitration clause or the validity of the Agreement, in whole or in part. Parties to any claims expressly agree to binding arbitration in the Province of Alberta.
Any arbitration hearing that you attend shall be held at a location, which is reasonably convenient to you and OnGuard as mutually agreed upon in writing. In the event you and OnGuard are unable to agree on a location for the arbitration hearing, a place shall be chosen by the arbitrator or arbitration administrator. Judgment upon any arbitration award may be entered in any court in Alberta, Canada having jurisdiction. This Arbitration Agreement shall survive: (i) termination or changes in the Agreement, and any similar proceeding initiated by you or on your behalf. If any portion of this Arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.
12.3. Notices. Except as specified in Sections 11 through 14, all legal notices to OnGuard must be sent to: Sens-Net Canada Ltd., 101-11127 15 St NE, Calgary, Alberta, T3K 2M4, Canada. For questions or concerns, please contact OnGuard at [email protected] or: +1-866-626-6545 (Canada) or such other contact information as may be posted on https://www.onguardlonesafety.com from time to time.
12.4. Entire Agreement. This Agreement (including the General Terms and any addenda included with the General Terms) constitutes the entire agreement between the Parties with respect to the subject matter hereof. Any headings are provided for convenience only.
12.5. No Waiver, Survival. The failure of OnGuard to exercise or enforce any right under this Agreement shall not constitute a waiver of such right. All rights and remedies granted to OnGuard are cumulative and not alternate. If any provision of this Agreement is found invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining terms and conditions of this Agreement, and the parties shall substitute a valid provision that most nearly approximates the intent and economic effect of the invalid or unenforceable one. Any provisions that expressly or by their nature should survive termination of this Agreement, including payment obligations, disclaimer of warranty, rights of indemnity and limitation of liability, shall survive such termination. This Agreement shall not be deemed to create any rights in favor of any third parties or any obligations of OnGuard to any third parties.
12.6. Assignment. You may not assign this Agreement or any of your rights or obligations hereunder, but OnGuard may assign this Agreement and any of its rights and obligations hereunder. This Agreement inures to the benefit of and is binding on the parties’ respective successors and permitted assigns.
12.7. Support and Customer Service. Questions regarding this Agreement and requests for more information about your OnGuard Service and the Services should be directed to OnGuard Support at [email protected]