Terms of Service
The Terms and Conditions are incorporated in and made a part of the Agreement between Bedrock Wireless and Customer for services required to support and sustain one or more CAPS on Customer specified properties.
2. Term and Termination
This Agreement remains valid until superseded by a revised agreement mutually endorsed by the parties or 36 months after the Effective Date, whichever comes first. Bedrock Wireless has the right to payment for the duration of time that Customer has possession of any CAP unit. Bedrock Wireless may terminate this Agreement at any time that Customer’s payments are not received when due. Customer may terminate this Agreement with respect to any CAP with not less than 14 days prior written notice. In the event of such termination, Customer shall owe Bedrock Wireless monthly payment for the period up to the date the CAP is returned to Bedrock Wireless. Bedrock Wireless may, at its sole discretion, terminate its service of any CAP by providing notice to Customer. Upon termination by Bedrock Wireless, Customer shall not owe Bedrock Wireless fees for any time after the effective date of termination.
3. Customer Requirements
Customer shall make available the CAP installation locations (the “Job-Site(s)”), upon request of Bedrock Wireless, for installation, maintenance, and/or any other reason Bedrock Wireless may need to provide the services described herein. Customer shall also provide access to the property’s power source, typically a Temporary Power Pole (“T-Pole”), for installation and maintenance of the services described herein.
4. Bedrock Wireless Requirements
Bedrock Wireless shall use its commercially reasonable efforts to limit power consumption per CAP to not more than 100 kilowatt-hours (kWh) per month.
5. Dashboard Access
Bedrock Wireless shall maintain access to its dashboard, located at https://data.bedrockwireless.com/ (the “Dashboard”) with interruptions in service affecting less than 5% of hours in every 30 day period. Access to the Dashboard shall include access to Motion Events and access to Live-Views of the Job-Site (when available, as described by 6, 7, and 8 below). Interruptions of service must be documented and sent to Bedrock Wireless within 48 hours of the observed interruption.
6. Motion Event Capture
Bedrock Wireless shall attempt to record motion observed through its CAP systems (each event, a “Motion Event”). No guarantees shall be made on the effectiveness of the motion capture systems. Customer may make or request a sensitivity adjustment of the motion capture system at any time.
Bedrock Wireless will attempt to backup all Motion Events to the cloud approximately every 12 hours. Motion Events shall be stored in the cloud until one month after the removal of the CAP upon which the events were recorded. Bedrock Wireless may elect to store Motion Events for longer. In the event of an emergency, Customer may request a backup of new Motion Events, upon which Bedrock Wireless will make its commercially reasonable efforts to retrieve those events for Customer. Customer may, at any time, download any Motion Event stored in the cloud from their CAP for any reason. Motion Events shall adhere to the Data Rights described below. All disruptions in service related to Motion Events must be documented and reported to Bedrock Wireless within 48 hours of occurrence.
Bedrock Wireless shall target a resolution of 4CIF (704 pixels by 480 pixels) for Motion Event recording with a minimum of CIF (352 pixels by 240 pixels) when resources are limited. Bedrock Wireless shall use good faith efforts to record snapshots in 4MP resolution (2688 pixels by 1520 pixels) upon detection of motion; provided, however, that Bedrock Wireless makes no representation that such resolution will be provided.
With Customer’s prior consent, Bedrock Wireless may use, copy and distribute any Motion Event from any Customer CAP for any reason or purpose.
7. File Storage
Bedrock Wireless will allow up to 1GB of cloud-based storage with every CAP (the “Project File”). Bedrock Wireless limits individual Project Files to 50MB. Bedrock Wireless shall store these files until one month after the removal of the CAP upon which these files were associated. Bedrock Wireless may elect to store these files for longer. Project Files shall adhere to the Data Rights described below. All disruptions in service related to File Storage must be documented and reported to Bedrock Wireless within 48 hours of occurrence.
Bedrock Wireless will provide live snapshot view (a “Live View”) of the Job-Site via four cameras, meeting the following requirements. Live-Views shall be provided in at least CIF (352 pixels by 240 pixels) resolution for all multi-viewing applications. Multi-view applications shall be instances when Customer is viewing Live-Views of more than one camera at a time. When Customer is viewing only one camera, Bedrock Wireless shall attempt to provide Live-View in up to 4MP resolution (2688 pixels by 1520 pixels); provided, however, that Bedrock Wireless makes no representation that such resolution will be provided. Live-View, when available, shall be updated at a minimum of once every minute.
Bedrock Wireless will use commercially reasonable efforts to notify Customer of downtime associated with its ISP. In the event that its ISP is causing issues, Bedrock Wireless may be unable to provide Live-Views, Motion Event backup, and WiFi access.
Outside of issues related to its ISP, Bedrock Wireless will make available its Live-View on at least 3 of 4 of its cameras at least 85% of all available hours per month. Disruptions in Live-View must be documented and reported to Bedrock Wireless within 48 hours of occurrence.
9. WiFi Access
Bedrock Wireless shall provide WiFi access to Customer, upon request by the Customer, on the Job-Site via its CAP as per the following requirements. Customer may connect up to a total of five computers, tablets, or phones to the WiFi at any given time. Customer may connect up to 10 IOT devices to the WiFi at any given time. Customer may request additional capability if needed, at an additional charge. Customer shall be limited to a total of 2GB of data usage via the WiFi access point every month. Bedrock shall not charge for overages above 2GB but may throttle access. Wifi coverage within a minimum 25’ radius from the unit. Outside of issues related to Bedrock Wireless’s ISP, WiFi access shall be made available at least 85% of the total available hours in a given month. Disruptions in WiFi shall be documented and reported to Bedrock Wireless within 48 hours of occurrence.
10. Installation and Uninstallation of CAPs
Note: The following service is unavailable in most markets. Customer may request CAP installation, subject to Bedrock Wireless’ discretion, for a one-time fee of $350.00. If Customer requests installation from Bedrock Wireless, Customer shall provide Bedrock Wireless with a minimum two-week lead time for installation and uninstallation of the CAP. Customer shall stake or otherwise mark the desired location for installation and ensure that there is a 110V NEMA 5-15 outlet within 25’ of the unit.
Upon mutual agreement of Customer and Bedrock Wireless to install the CAP, Customer shall make available the Job-Site for installation immediately after the Effective Date. The Job-Site shall have 110V NEMA 5-15p power outlet access within 25’ of the proposed CAP location, typically in the form of a T-Pole, immediately after the Effective Date. Bedrock Wireless shall be allowed 2 weeks to uninstall any CAP upon notice of Customer. Upon any nonpayment of any fee when due, Customer agrees that Bedrock Wireless may enter a Job-Site and deinstall and remove a CAP.
11. Service Credits
Bedrock Wireless shall, at the request of Customer, sum up all reported disruptions at the end of a month and provide an equitable service credit (a “service Credit”), as determined by Bedrock Wireless in its sole discretion, towards next month’s bill. Bedrock Wireless may elect to convert service Credits directly towards a cash refund. Bedrock Wireless will not provide service Credits or refunds towards any installation fees or other charges not deemed as CAP monthly payments, nor shall it provide any refunds or service Credits to customers who have not returned the CAP(s).
12. Data Rights
Bedrock Wireless grants Customer an irrevocable, non-exclusive license to use, copy, transmit, transfer, store, share, create derivative works, and combinations of any data described herein, but Customer shall not engage in reselling of any such data. Bedrock Wireless retains the rights and ownership of all physical products, devices, or other equipment installed as a portion of its CAP services.
“Confidential information” means any data or information relating to the business of Customer which would reasonably be considered to be proprietary to Customer including, but not limited to, accounting records, business processes, and client records that are not generally known in the industry of Customer and where the release of that Confidential Information could reasonably be expected to cause harm to Customer. Confidential Information does not include information that: (1) was known to Bedrock Wireless prior to receipt from Customer; (2) was lawfully available to the public prior to receipt from Customer; (3) becomes lawfully available to the public after receipt from Customer, through no act or omission on the part of Bedrock Wireless; (4) corresponds in substance to any information received in good faith by Bedrock Wireless from any third party without restriction as to confidentiality; or (5) is independently developed by an employee or agent of Bedrock Wireless who has not received or had access to such information.
Bedrock Wireless agrees that it will not disclose, divulge, reveal, report or use (except in performance of its duties hereunder), for any purpose, any Confidential Information which Bedrock Wireless has obtained, except as authorized by Customer. This obligation will survive indefinitely upon termination of this Agreement.
Customer hereby shall defend, indemnify and hold harmless Bedrock Wireless from and against any damages, claims, liabilities, expenses, liabilities and costs (including reasonable attorneys’ fees, expert fees and costs including litigation costs), injuries, suits, judgments, and causes of action incurred by Bedrock Wireless in connection with any claims, suits, judgments and causes of action which relate to the products or services Bedrock Wireless provides. This indemnity includes claims brought by any third party, including, without limitation, Customer’s insurance company, whether the claim arises under contract, warranty, tort (including where Bedrock Wireless is alleged to be negligent), or any other theory of liability. This agreement to indemnify, hold harmless, release, and defend Bedrock Wireless from liability includes claims where Bedrock Wireless is alleged to be negligent, solely negligent or partially negligent, in any way.
14. Limitation of Liability
Customer acknowledges that Bedrock Wireless is not an insurer of or against any potential or actual loss or damage to person or property, whether direct, incidental and/or consequential, that may occur in or at the premises. Under no circumstances shall Bedrock Wireless be liable for any damages for loss of use, interruption of business, lost profits, revenue or opportunity, claims of third parties or for injury to persons or property or for any other special, exemplary, incidental, indirect, punitive, consequential or other damages of any kind or nature (including those allegedly resulting from Bedrock Wireless’ own negligence). In all events and for all causes of action, the maximum aggregate liability of Bedrock Wireless hereunder shall not exceed $200.00. This Agreement is not a guarantee or warranty that the CAP or Dashboard will provide the level of protection for which it was originally intended, is free of all defects and deficiencies, and is in compliance with all applicable codes. Customer agrees that it has not retained Bedrock Wireless to make these assessments.
15. Warranty Disclaimer
The CAP and all services provided hereunder are provided “as is” and Bedrock Wireless makes no warranty of any kind, express or implied, including but not limited to, any warranty of merchantability or warranty of fitness for a particular purpose. Bedrock Wireless shall not be responsible for power disruptions on the Job-Site nor shall it be responsible for the power bill. Bedrock Wireless makes no guarantees about uptimes of its Internet Service Provider (“ISP”). Customer all assumes all risk of loss and damage to property and equipment from the Job-Site and Bedrock Wireless shall have no liability therefore.
16. Waiver of Subrogation
In case of any claim or loss or damage with respect to property or equipment, Customer agrees that it is responsible to maintain, and has sufficient insurance coverage to cover any potential claim or loss. Customer further agrees to look to its property and/or general liability insurance carrier for reimbursement. Customer hereby releases Bedrock Wireless from any and all claims with respect to any loss covered by (or which should have been covered) the insurance coverages which were required and/or recommended that may be applicable to any property where Bedrock Wireless performs services and/or provides materials for Customer. For purposes of this Section 16, all deductibles shall be considered insured losses. The parties mutually agree that their respective insurance companies shall have no right of subrogation against the other for any claim or loss, including but not limited to, of any nature arising out of or connected to Bedrock Wireless’ actions or inactions (including its own negligence) in any way.
17. Contractual Limitation Period
Customer expressly agrees that any claim, lawsuit, or cause of action, whether in contract, tort or other legal theory, which it may have and relates to or arises out of this Agreement, must be filed no more than one (1) year from the date the alleged claim or cause of accrues. Customer expressly waives any statutory and/or common law limitation period to the contrary.
18. Governing Law; Arbitration; Miscellaneous
This Agreement is to be construed and governed in accordance with the internal laws of the State of North Carolina without reference to its conflict of laws principles. Excluding a party’s claim for equitable relief, any controversy or claim arising out of or relating to this Agreement, or the negotiation or breach thereof, shall be settled by arbitration in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the “Revised Uniform Arbitration Act”) and the then-current Rules of Commercial Arbitration of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be held in Raleigh, North Carolina and shall be conducted in the English language, and shall be conducted before a single arbitrator as mutually agreed between the parties, or if no agreement can be reached, then selected by the American Arbitration Association. The arbitrator shall award reimbursement of attorneys' fees and other costs of arbitration to the prevailing party, in such manner as the arbitrator shall deem appropriate. If, under applicable law, this arbitration provision is not enforceable as to a particular legal claim brought by one party against the other, then legal proceedings involving only that claim may be instituted solely either in the state court for the State of North Carolina, County of Wake, or in the United States District Court for the Eastern District of North Carolina located in Raleigh, North Carolina. For all purposes of this Agreement, all parties hereby irrevocably consent to the jurisdiction of such courts over their person and waive any defense based on improper or inconvenient venue or lack of personal jurisdiction. No waiver or any right under this Agreement shall be deemed effective unless contained in writing signed by a duly authorized representative of the party waiving such right, and no waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future rights arising out of this Agreement. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications,
oral or written, of either party. This Agreement may be amended only by an instrument executed by the authorized representatives of both parties.