This agreement covers all Red Alert monitoring services and all related
products and services offered by Internet Resources Group, Plano, TX,
USA (Seller) to which you (Buyer) subscribe.
(a) Declare all unpaid amounts due and payable;
(b) Terminate this Agreement with respect to all or any part of the Services
(c) Take any other lawful action Seller may deem appropriate
to enforce Buyer's performance of this Agreement and/or obtain damages
for Buyer's breach.
(a)Buyer will comply with all state and federal laws, rules, regulation and tariffs regarding any specific applications and use of the Services.
(b) Sales/use Taxes: Buyer will pay all sales or use taxes as billed by Seller. Buyer will also pay all other local, state or federal taxes arising out of his use of Services (excluding any income taxes), and Buyer will provide Seller with written proof of payment upon request.
(c) Reimbursement: If Buyer fails to pay any taxes, charges or fees, created by himself, Seller may at his option, pay the applicable taxes, charges and fees, and Buyer will reimburse Seller for those payments.
(d) Cancellation and Assignment: Until paid in full, Buyer may neither cancel this Agreement nor transfer it. Buyer may neither assign his rights or duties without Seller's written consent, which Seller may withhold at Seller's sole discretion. Upon prior notice to Buyer, Seller may assign or subcontract all or part of Seller's rights and obligations under the Agreement, in which event Buyer will look only to Seller's assignee and not to Seller for any further performance.
(e) Automatic renewal: This Agreement will automatically
renew at the monthly service price unless Buyer sends Seller written notice
that he does not want it to renew at least fifteen (15) days before the
end of the Agreement's term. Seller may cancel the automatic renewal term
by sending Buyer written notice that Seller does not want the Agreement
to renew, at least fifteen (15) days before the end of any term of the
(a) These terms and conditions are the complete Agreement between the parties. This Agreement supersedes all prior agreements, representations or promises made by Seller's representative that differ in any way from these terms and conditions.
(b) Any modifications of, or waiver of rights under, this Agreement must be in writing signed by the party or parties to be bound by the modification or waiver.
(c) No provision of any purchase order or other document which Buyer may issue covering any Equipment or Services will modify the terms and conditions of the Agreement: Buyer agrees that any such purchase order or other document is strictly for purposes of Buyer's internal use.
(d) Any failure on Seller's part to exercise Seller's rights, or any delay in exercising Seller's rights, shall not be deemed to be waiver of those rights, and waiver of any provision on any occasion shall not be construed to be a waiver of any other provision or on any other occasion.
(e) If more than one Buyer or Guarantor is named in this Agreement, each shall be jointly and severally liable for all the provisions of the Buyer and Guarantor.
(f) Any notices required under this Agreement must be delivered in person or mailed, properly addressed and with postage prepaid, or via e-mail, to the party entitled to receive the notice.
(g) This Agreement shall be interpreted under the laws
of the State of Texas. Venue for litigating any dispute under this Agreement
shall be in the appropriate Federal or State court in Collin County, Texas.