PURCHASE AND SERVICE AGREEMENT
TERMS AND CONDITIONS
LIMIT OF LIABILITY
GENERAL
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If you purchase SkySpy's product and service you agree to the following terms and conditions, limits to SkySpy's and its vendors' liability and general provisions of this Agreement. Please read this carefully.

1. Agreement: This is the full agreement between SkySpy and you, the Customer. No one is authorized to change the terms and conditions without a written and dated supplement signed by an officer of SkySpy and the Customer.

2. Definitions: In this Agreement:
"We," "our", "us" and "SkySpy" refer to SkySpy, LLC, its officers, directors, employees and agents. "Our vendors" refers to our hardware and software vendors; our service providers, including Motorola and SkyTel Communications, Inc. (SkyTel); and any authorized installer. "You" and "your" refers to the Customer and the authorized and unauthorized users of the vehicle. "Security Device" refers to SkySpy's pager and GPS-based security and convenience device sold for use with SkySpy's Security Monitoring Service. "Security Monitoring Service" refers to the wireless services offered by SkySpy using SkySpy's network operating center and SkyTel's wireless communication system. "Vehicle" refers to the motor vehicle in which SkySpy's security device is installed. "Event of default" refers to (i) the failure by You to observe or perform in any material respect any of the covenants or agreements in this Agreement; or (ii) Your insolvency, assignment for the benefit of creditors, appointment or sufferance of appointment of a trustee, receiver or similar officer, or any voluntary or involuntary proceeding seeking reorganization, rehabilitation, liquidation or similar relief under bankruptcy, insolvency or similar debtor-relief statutes.

3. Security Services: We will deliver a working security device and provide you with Security Monitoring Service.

4. Fees and Charges: You shall pay all fees and charges under this agreement within 30 days of the date of SkySpy's invoice and incur interest on any unpaid balance at one and one half percent (1 1/2%) per month or the maximum rate of interest allowed by law, whichever is less. Amounts you owe SkySpy shall not be subject to offset or reduction for any reason. You are responsible for all taxes and government fees relating to this Agreement. SkySpy reserves the right to unilaterally amend and modify fees and charges, except those relating to Services previously prepaid by You, upon at least thirty (30) days notice to You.
    Usage Outline: The standard annual service fee of $216.00 entitles the customer to the following.
    125 communications per calendar month either from the *telephone or the Internet to the vehicle. Usage above 125 communications will be billed at $1.00 per transmition.
    * Telephone use is restricted to 30 usages of the toll free number (1-877-9SKYSPY - 1-877-975-9779) per calendar month. Usage above 30 toll free calls will be billed at $0.10 cents per call. User has the option to call the N.O.C. ( Network Operation Center) with no additional charges at 1-847-290-8301.
    This agreement is for a period of 2 (two) years with the first year prepaid and an automatic annual renewal upon the customer's initial activation date of $216.00 for the second year service.
    Additional usage plans for higher volume usage will be available soon.
    By signing this agreement user agrees to the above usage terms.

5. Your Responsibilities: You are responsible for the proper installation of the SkySpy Security Device in your Vehicle.

6. Your Warranty: You warrant that you are using the SkySpy Security Device in a proper, safe and lawful manner and for lawful purposes.

7. Strict Limits On Our Liability: The Security Services We Provide Do Not Constitute Insurance. You Should Obtain Insurance from Third Parties.

8. Replacement: SkySpy will replace any defective Security Device without charge within one year of the date of purchase.

9. No Warranties: YOU ACKNOWLEDGE THAT THE SKYSPY SECURITY DEVICE AND SECURITY MONITORING SERVICE USES CERTAIN WIRELESS COMMUNICATIONS SERVICES PROVIDED THROUGH SKYTEL. NEITHER SKYSPY NOR SKYTEL MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SECURITY DEVICES, SERVICES, THE SECURITY MONITORING SERVICES, THE WIRELESS MESSAGING NETWORKS THROUGH WHICH THE SECURITY MONITORING SERVICES ARE PROVIDED, ANY FUNCTION OF THE SECURITY DEVICE, ANY FUNCTION OF THE SECURITY MONITORING SERVICES, OR ANY COMPONENT OF THE DEVICE OR SERVICE. SKYSPY AND SKYTEL HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED AS TO THEIR RELATED SECURITY DEVICES AND SECURITY MONITORING SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

10. No Damages: Under no circumstances shall we or our vendors be liable to you or any other person for any loss, injury or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays or interruptions in the receipt, transmission or storage of any messages, signals or information arising out of or in connection with the Security Device, the Security Monitoring Services, and their use of SkyTel's wireless messaging network.

11. No Consequential Damages: WE ARE NOT LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING LOSS OF INCOME OR PROFITS, WHETHER OR NOT WE KNEW OF OR SHOULD HAVE FORESEEN SUCH POSSIBLE DAMAGES AND WHETHER OR NOT WE WERE NEGLIGENT OR ENGAGED IN WILLFUL MISCONDUCT.

12. Specific Exclusions: Without limiting the generality of Paragraphs 9, 10 and 11 above, SkySpy Shall Not Be Liable For Any Loss or Damage Due To: Force Majeure, that is events beyond our control, including but not limited to weather conditions, natural disasters, acts of God, public enemies, civil disturbances, military action, public authorities with actual or apparent authority; The theft of the vehicle, personal harm of any kind to the Vehicle's occupants and third parties; Loss of, or damage to, the Vehicle and its contents.

13. Term and Termination:
(a) The term of this Agreement is 24 months. You may renew the term of the Agreement for an additional like or otherwise mutually agreeable term. Notwithstanding the foregoing sentence, SkySpy shall have the right to terminate the Agreement as of the expiration of the then current term by providing at least thirty (30) days notice to You.
(b) Upon the occurrence of an event of default, SkySpy shall have the right to terminate the Agreement upon written notice to You and Your failure to cure such default within 10 days following receipt of written notice of such event. No termination of the Agreement will relieve You from any amount due and owing to SkySpy or any liability arising from any breach of the Agreement.

14. Notices: All notices required or permitted hereunder shall be in writing, certified mail, return receipt requested, to SkySpy, LLC at 4600 Williamsburg Station Road, Floyds Knob, Indiana 47119, Attn: Customer Service, and to You, if applicable, at your billing address.

15. Interpreting This Agreement: All provisions are severable. Delaware law applies. You consent to exclusive jurisdiction in Indiana and Federal Courts in Delaware over actions arising under this Agreement. All parties waive jury trial.

16. Miscellaneous:
If any provision of this Agreement is illegal, invalid or unenforceable, it will be enforced to the extent permissible to effect the Parties' intent, and shall not affect other provisions. SkySpy's delay or failure to enforce any right under or breach of this Agreement will not waive any other right. SkySpy may recover expenses, costs, a reasonable attorneys' fee incurred in any successful effort to enforce or obtain compliance with this Agreement. You may not assign or delegate Your obligation under the Agreement without the prior written consent of SkySpy. The headings and captions form no basis for construing this Agreement. These Terms and Conditions constitute the entire agreement between the parties and cannot be changed without a written agreement signed by both parties.
Please read these Terms and Conditions carefully. BY USING SKYSPY'S SERVICES, YOU ARE DEEMED TO HAVE READ AND AGREED TO THESE TERMS AND CONDITIONS.