Rhombus Systems, Inc.
Monitoring Services Agreement
Updated October 2024
IMPORTANT: PLEASE READ BEFORE USING OR OTHERWISE ACCESSING RHOMBUS’S MONITORING SERVICES AS SET FORTH AND DESCRIBED IN THE ORDER ("MONITORING SERVICES"). THE TERMS AND CONDITION HEREUNDER (“MONITORING TERMS”) HEREBY INCORPORATE AND ARE A SUPPLEMENT TO THE END USER LICENSE AGREEMENT (“EULA”). TERMS NOT DEFINED HEREIN WILL HAVE THE DEFINITION GIVEN TO THEM IN THE EULA. IN THE EVENT OF A CONFLICT BETWEEN THESE MONITORING TERMS AND THE EULA, THE MONITORING TERMS SHALL TAKE PRECEDENCE AND APPLY.
1. MONITORING SERVICES
Customers that license Rhombus’ Monitoring Services solution can have access to live, real-time support in assessing and responding to alarm triggering events (“Alerts”) that are generated from signals and data received from Hardware at Covered Locations (as defined in Section 1.1 below). Rhombus has partnered with a leading Central Monitoring Station (“CMS”) services provider to: (i) provide live agents in a call center that can monitor the Alerts initiated by Rhombus’s Service; (ii) assess the Alerts to determine whether a potentially active threat to a person or property is occurring (each suspected Alert is deemed a “Notification Event ”), and (iii) notify appropriate parties and authorities as appropriate in response to the Notification Event (collectively, items (i) through (iii) are deemed the “Central Station Monitoring Services” or “CSMS”). Rhombus does not itself provide Central Station Monitoring Services. Rather, Rhombus’s Services only route the signals and data to a third-party platform which re-routes such information to the CSMS for further action; Rhombus and the CMS service provider are independent and unrelated entities. Rhombus is responsible only for initiating Alerts from the Services console, as configured by Customer; Rhombus hereby disclaims any responsibility for the delivery of such Alerts to the CSMS after the Alert transmission is initiated. Monitoring Services are not intended to replace the need for physical security services (e.g., security guards or other on-site personnel) that would be required to situations where such services are necessary, or to better address Customer’s requirements; Rhombus hereby disclaims any responsibility relating to whether the Monitoring Services are a proper solution to meet Customer’s business needs.
1.1 Service Licenses. To use Rhombus’s Monitoring Services, Customer must purchase a license (“Monitoring License”) for each location (each a “Covered Location”) at which Monitoring Services will be provided. All Monitoring Services related Hardware associated with the Covered Location will be able to send Alerts to the CSMS. Customer must configure the Services to create Alerts, as further set forth in the Documentation. Each Monitoring License will include a designated number of Alerts that can be triggered in each month of the license, and Customer will be periodically notified through the Services if they are reaching their limit of Alerts. If Customer creates more Alerts in any given month than those permitted under the Monitoring License, the Monitoring Services may be temporarily suspended, at Rhombus’s sole election, until either: (a) the new monthly period commences (at which time the Alert counter resets to zero); or (b) Customer upgrades their Monitoring License to a higher tier that allows for more Alerts, based on the tier structure and fee schedule set forth in the applicable Order. Notice of suspended Monitoring Services will be viewable in the Locations List Page, Alarm Central, and the Alarm Monitoring Dashlet of the Services console. While any Monitoring License is suspended due to an overage of Alerts in any monthly period, Customer will still be able to view the Monitoring Services configuration and schedules in the Service console, and Alerts will be generated and transmitted to Customer (if appropriately configured), but no Alerts will be transmitted to the CSMS.
1.2 Alert Assessments. When Alerts occur, CMS personnel will receive and initially assess a snippet of the video (and, if applicable, audio) that triggered the Alert, in accordance with its own internal operating procedures. The initial assessment is intended to ascertain whether the Alert is valid, and/or whether live, real-time monitoring of feeds from the Hardware is warranted. Each assessment may be limited by: (a) any failure of the Delivery System (as defined in Section 1.6 (Delivery Systems) below) which prevents transmission of Alerts from reaching the CSMS (Alerts are transmitted over third-party communication networks beyond the control of Rhombus and are not maintained by Rhombus); (b) the fields of view or range of each applicable piece of Hardware, as configured by Customer; and (c) the video captured in the Alert and the related judgement of CMS personnel that are viewing the Alerts. If CMS personnel conclude that further investigation is justified to appropriately verify the Alert, they mark the clip accordingly and the Service will initiate a stream of live, real-time video (and audio as applicable) from the related Hardware to the CMS personnel for further verification. CMS personnel only assess one Alert at a time, and once a Notification Event is identified, CMS personnel will monitor the Alerts generated from the Hardware device while the event remains active. CMS personnel otherwise do not have access to Customer’s console and feeds from other cameras. The CSMS is responsible only for assessing Alerts and attempting to identify Notification Events; Rhombus and the CSMS hereby disclaim any responsibility for the sufficiency or accuracy of such assessments.
1.3 Notifications and Emergency Dispatch. Upon verification of a Notification Event, CMS personnel will try to notify Customer's designated emergency contacts (each an "Emergency Contact") whose names and contact information Customer has provided to Rhombus. CMS personnel may also try to notify an applicable emergency authority, such as the police or fire department (each a "First Responder"), that the CSMS believes is appropriate for the situation based on the nature of the Notification Event. Emergency Contacts and First Responders are sometimes referred to collectively in these Monitoring Terms as "Notification Parties." The CSMS is responsible only for attempting to notify the Notification Parties; Rhombus and the CSMS hereby disclaim any responsibility for the promptness, sufficiency, or adequacy of the action of any Notification Party or the inability of CMS personnel to contact Customer or any Notification Party.
1.4 Talk-Down. Customers may elect to procure Talk-Down Services, as set forth in the applicable Order. When Talk-Down Services are licensed, the CMS personnel will attempt to verify the nature of the Alert by using any available two-way talk features of the Hardware (as applicable) to communicate with someone at the Covered Location prior to escalating the Alert to a Notification Event and notifying a Notification Party. Customer authorizes Rhombus and the CSMS, in its and their sole discretion, to use Customer’s Hardware to communicate with someone at the monitored premises using two-way talk and/or to activate a siren alert (as applicable).
1.5 Service Data. While performing the Monitoring Services, Rhombus and its Monitoring Services delivery partners may record or come into possession of video, telephone, audio, electronic, and other forms of transmission or communication of data (“Service Data”). To the fullest extent permitted by Applicable Law, for Customer itself, on behalf of the Emergency Contacts, and on behalf of any Other Parties who are present at the monitored premises at any time, Customer hereby consents to Rhombus and its Monitoring Services delivery partners recording, accessing, reviewing, copying, disclosing, and using, for purposes of providing the Monitoring Services, the contents of all Service Data and telephone communications with Customer, the Emergency Contacts, Other Parties, and/or the First Responders. Rhombus may share such Service Data with the Emergency Contacts, Other Parties, and First Responders on an as needed basis. Rhombus may also share such Service Data with law enforcement, government officials, and/or other third parties if requested to do so, or if we have a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (i) comply with Applicable Law, regulation, legal process or reasonable preservation request, (ii) enforce these Monitoring Terms, including investigation of any potential violation thereof, (iii) detect, prevent or otherwise address security, fraud, technical, or service related issues, or (iv) protect the rights, property or safety of Rhombus, its users, a third-party, or the public as required or permitted by law.
1.6 Reliance on Delivery Systems. To provide the Monitoring Services, Rhombus and its Monitoring Services partners rely on Customer’s Hardware and other third-party hardware, software, cellular network coverage and internet technology to operate properly ("Delivery Systems"). By accepting these Monitoring Terms, Customer acknowledges risks and limitations inherent in the Delivery Systems, including interruptions or inabilities to connect, and the consequences if the Monitoring Services do not operate as designed. Customer understands that Rhombus and its Monitoring Services partners are not responsible for any interruption in providing the Monitoring Services that are caused by force majeure or other events outside of the control of or its Monitoring Services partners, including without limitation the following: disruption or overload of Delivery Systems, damage or destruction of Rhombus facilities or equipment, destruction of network facilities or transportation infrastructure, pandemics, epidemics, natural disasters, cyberattacks, or any force majeure or other cause beyond the control of Rhombus for the duration of such interruption.
1.7 Additional Monitoring Service Disclaimers. Rhombus will have no liability for permit fees, false alarms, false alarm fines, the manner in which First Responders respond, any response delays caused by the First Responders, the failure of First Responders to respond, or the manner in which Alerts or Event Notifications are handled by the CSMS or First Responders. Rhombus makes no representation that any aspect of the Monitoring Service meets code requirements or constitute an alarm system, burglar alarm system, fire alarm system, CCTV system, access control system or other electronic security system, as those terms are defined under the applicable laws of the jurisdictions in which Customer uses the Monitoring Service. Rhombus is not a CMS and does not provide the services of a CSMS. Rhombus does not respond to an Alert, notify, or attempt to notify the persons named as Notification Parties, request dispatch of First Responders, or other agents to Customer’s premises to investigate or verify an Alert or Notification Event. The portion of the Monitoring Services performed by Rhombus is limited to Rhombus’s automated signal and data retransmission software, receivers, and related components, and pushing Alerts generated from the Services via a third-party network to the CSMS for response.
2. CUSTOMER OBLIGATIONS
2.1 Installation, Configuration and Testing. Customer (or a properly licensed installer selected by Customer) is responsible for installation (including the design of such installation), maintenance, service, repair, inspection, and testing of the Monitoring Services. Once installed, it is Customer’s responsibility (or a properly licensed installer selected by Customer) to configure its Services to enable the Monitoring Services, including by creating and maintaining appropriate Alerts. Monitoring Services will be provided only if the Hardware and Services have been configured to transmit Alerts to the CSMS by means of the foregoing. Once delivered, the Hardware is in the possession and control of Customer, and it is Customer’s sole responsibility to regularly test the operation of the Monitoring Services. Rhombus does not design installations, install, inspect, maintain, service, repair, or otherwise test the Monitoring Services for Customers.
2.2 False Alerts. Customer is responsible for false Alerts, including those that result in Event Notifications, and to work to prevent them. Unless Rhombus agrees otherwise in writing, Rhombus and its Monitoring Services partners shall not be obligated to pay any fines, penalties, fees, or other charges imposed by any municipality as a result of any notification to a First Responder or other governmental agency for any reason whatsoever. If Rhombus or its Monitoring Services partners incur any such fine, penalty, fee or other charge in due to its provision of the Monitoring Services, Customer shall: (i) pay any such fines, penalties, fees or other charges without any right to reimbursement, or (ii) reimburse and indemnify and hold Rhombus and its Monitoring Services partners harmless from any fines, penalties, fees, or other charges assessed against Rhombus by any federal, state, municipality, court or governmental agency.
2.3 Customer Network. Customer is responsible, at Customer’s sole expense, for supplying all systems, and incidental functionality (e.g., high-speed Internet access, IP Address and or wireless services, all power supplies, etc.), necessary to operate the Hardware and access the Services.
2.4 Emergency Contacts. To provide the Monitoring Services, Rhombus relies on Customer to providing up-to-date contact information for Emergency Contacts, and accurate and complete information regarding the address of the monitored premises. Customer represents to Rhombus and the CSMS that each of the Emergency Contacts has expressly authorized Customer to provide their phone number, email address or other contact information to Rhombus and the CSMS, and that Rhombus and the CSMS are authorized by such Emergency Contact to use any method of notification, including telephone calls, automatic telephone dialing systems, text or email messages relating to the Monitoring Services. To ensure accurate and prompt notification, Customer agrees to inform Rhombus immediately if any of the contact information Customer provided for any Emergency Contact changes.
2.5 Consent of Other Parties. If Customer is using the Monitoring Services at a location where other individuals live, work or are otherwise present or that is owned, operated or managed by a third-party (collectively, “Other Parties”), Customer represents and warrants to Rhombus that Customer has notified those Other Parties about the operation of the Monitoring Services, and obtained all approvals, permissions, consents and authorizations if and as required by law or otherwise from such Other Parties.
2.6 Compliance. Privacy, safety, security and building codes and other laws applicable in the jurisdiction of the Covered Locations (“Applicable Laws”) may impose certain responsibilities on Customer and Customer’s use of the Monitoring Services. Customer is not authorized to use the Monitoring Services if Customer’s use is prohibited by Applicable Laws. Customer agrees that it is solely Customer’s responsibility, and not the responsibility of Rhombus or its Monitoring Services delivery partners (including the CSMS), to ensure that Customer complies with any Applicable Laws when Customer activates and/or uses the Monitoring Services, including without limitation and for illustrative purposes only: (i) any laws or regulations relating to the recording or sharing of video or audio content, (ii) any laws or regulations requiring that notice be given to or that consent be obtained from third parties with respect to Customer’s use of the Monitoring Services (for example and illustration only, laws or regulations requiring Customer to display appropriate signage advising others that audio/visual recording is taking place), (iii) any laws or regulations requiring Customer to install any Hardware so it does not take visual and/or audio recordings beyond the boundary of Customer’s property (including public pavements or roads); and/or (iv) if Customer uses its property as a workplace, any laws or regulations governing the monitoring of employees and guests. Rhombus may terminate the Monitoring Services if Customer, in Rhombus’s sole determination, breaches any of the foregoing obligations. CUSTOMER HEREBY AGREES TO RELEASE AND HOLD RHOMBUS, AND ITS Monitoring Services delivery partners, HARMLESS FROM AND AGAINST ALL LIABILITY AND DAMAGES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, (A) ANY DELAY IN THE DISPATCH OF FIRST RESPONDERS, (B) ANY FAILURE OR REFUSAL OF FIRST RESPONDERS TO SO DISPATCH TO CUSTOMER’S PREMISES, OR (C) ANY FAILURE BY CUSTOMER TO OBTAIN, MAINTAIN AND RENEW ANY REQUIRED PERMIT OR REGISTRATION FOR THE MONITORING SERVICES OR CUSTOMER’S HARDWARE. Customer is responsible for obtaining and maintaining all licenses, registration and permits relating to Customer’s use of the Monitoring Services, including those required by the Customer’s local government, necessary to use the Services as contemplated under this Monitoring Addendum in compliance with Applicable Law. Nothing in this section is intended to relieve Rhombus from any of its own compliance obligations as a processor of Customer’s data, or as a provider of Services (other than Monitoring Services) as contemplated in the EULA and these Monitoring Terms.
3. NO REPRESENTATIONS OR WARRANTIES
RHOMBUS AND ITS MONITORING SERVICE PARTNERS MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, THAT USE OF THE MONITORING SERVICES WILL AFFECT, ENSURE, OR INCREASE ANY LEVEL OF SECURITY OR SAFETY FOR CUSTOMER, OTHER PERSONS, OR THE COVERED LOCATIONS. CUSTOMER SHOULD PROTECT AGAINST ANY RISK OF LOSS WITH THE APPROPRIATE INSURANCE COVERAGE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING ALL INSURANCE COVERAGE CUSTOMER BELIEVES IS NECESSARY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE MONITORING SERVICES ARE SUBJECT TO THE OPERATION OF CUSTOMER’S HARDWARE, THE RELIABILITY OF THE DELIVERY SYSTEMS AND THE POSSIBILITY OF HUMAN ERROR IN INTERPRETING THE LIVE-STREAM VIDEO. RHOMBUS AND ITS MONITORING SERVICE PARTNERS CANNOT AND DO NOT GUARANTEE THAT CUSTOMER OR ANY NOTIFICATION PARTIES WILL RECEIVE NOTIFICATIONS IN ANY GIVEN TIME FRAME OR AT ALL, OR THAT CUSTOMER OR THE NOTIFICATION PARTIES WILL TAKE APPROPRIATE ACTIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT RHOMBUS AND ITS MONITORING SERVICE PARTNERS HAVE NO CONTROL OVER AND TAKE NO RESPONSIBILITY FOR THE FUNCTIONALITY, RELIABILITY, OR PLACEMENT OF CUSTOMER’S HARDWARE (INCLUDING ANY CAMERAS AND THEIR VIEW OR INABILITY TO VIEW). RHOMBUS AND ITS MONITORING SERVICE PARTNERS DO NOT GUARANTEE THE RECEIPT, CLARITY, OR QUALITY OF ANY IMAGES THAT MAY BE ADVERSELY IMPACTED BY CONDITIONS BEYOND RHOMBUS’S CONTROL (FOR EXAMPLE, LIGHTING, INTERNET AND WIRELESS COMMUNICATION FACILITIES AND TRANSMISSION QUALITY, ELECTRICAL INTERFERENCE, WEATHER, ETC.). CUSTOMER ACKNOWLEDGES AND AGREES THAT THE MONITORING SERVICES DO NOT PREVENT DEATH, BODILY OR PERSONAL INJURY, OR ANY HARM OR DAMAGE TO CUSTOMER OR OTHERS, OR ANY PERSONAL PROPERTY OF CUSTOMER OR OTHERS, AND MAY NOT DETECT, OBSERVE, VIEW, OR PREVENT AN UNAUTHORIZED INTRUSION ONTO CUSTOMER’S PREMISES OR ANY OTHER EMERGENCY CONDITION SUCH AS FIRE, SMOKE, CARBON MONOXIDE, MEDICAL EMERGENCIES OR WATER DAMAGE. Monitoring Services are not error-free. Rhombus and its MONITORING SERVICE PARTNERS are not insurers, and Customer assumes all risk for loss or damage to Customer’s premises, contents, business interruption, or injury to persons on or around the monitored premises.
THE ABOVE EXCLUSIONS WILL NOT APPLY IF, AND ONLLY TO THE EXTENT THAT, THE GOVERNING LAW APPLICABLE TO THE COVERED LOCATION PROHIBITS THE EXCLUSION OF IMPLIED WARRANTIES.
4. LIMITATION OF LIABILITY
To the fullest extent permitted by governing law, RHOMBUS AND ITS MONITORING SERVICES DELIVERY PARTNERS will not be liable for any loss or damage sustained by Customer caused or contributed by the performance, or failure of performance, of the Monitoring Services under THE EULA OR THESE MONITORING TERMS, even if caused or contributed by any negligence of any kind or degree of the MONITORING SERVICES DELIVERY PARTNERS (INCLUDING THE CSMS), RHOMBUS, or any other third-party, except for RHOMBUS’s gross negligence in states that do not permit the exculpation of liability for gross negligence, recklessness and willful misconduct. Customer’s sole AND EXCLUSIVE remedy for Rhombus’s breach of these Monitoring Terms is to require Rhombus to replace the non-operational Hardware, if any, as set forth in the applicable Hardware warranty of the EULA.
IN THE EVENT THAT THE EXCULPATORY CLAUSE IS NOT ENFORCEABLE UNDER THE GOVERNING LAW APPLICABLE TO THE COVERED LOCATION, THE LIMITATIONS OF LIABILITY IN THE EULA SHALL GOVERN AND CONTROL.
5. INSURANCE
Customer must maintain a policy of General Liability and Property Insurance for liability, casualty, fire, theft, and property damage and, upon request, will ensure that Rhombus is named as additional insured, and which shall on a primary and non-contributing basis cover any loss or damage related to Customer’s use of the Monitoring Services. Customer assumes all potential risk and damage that may arise by reason of failure of the Monitoring Services, and Customer will look to its own insurance carrier for any loss or assume the risk of loss. Rhombus will not be responsible for any portion of any loss or damage which is recovered or recoverable by Customer from insurance covering such loss or damage or for such loss or damage against which Customer is indemnified or insured. Customer and all those claiming rights under Customer policies waive all rights against Rhombus and its Monitoring Services delivery partners for loss or damages caused by perils intended to be detected by the Monitoring Services or covered by insurance to be obtained by Customer, except such rights as Customer or others may have to the proceeds of insurance.
6. PRIVACY
Please review the Rhombus Privacy Policy available at https://legal.rhombus.com/legal/privacy-policy, which describes our practices for collecting, using, and sharing information, including Service Data and any other information collected when we provide the Monitoring Services. Our Privacy Policy, as updated by us from time to time, is incorporated into and is part of these Monitoring Terms.
7. INDEMNITY
In addition to the indemnity provided under the EULA, Customer shall indemnify and hold harmless Rhombus, and each of its Monitoring Services delivery partners, from and against any and all Claims and Losses arising from or in connection with: (i) Customer’s use of the Monitoring Services; (ii) Rhombus or its Monitoring Services partners use of any Service Data, including any claim regarding any violation of privacy rights, (iii) Customer’s failure to comply with any term or condition of these Monitoring Terms, and (iv) claims of any third-party for any negligent acts or omissions of Rhombus or its Monitoring Services partners in connection with the performance or non-performance of any Monitoring Services. For clarity, the foregoing includes claims brought by any person with respect to Customer’s use of the Service Data.
8. SUSPENSION OR TERMINATION OF SERVICES
Rhombus may, without prior notice, suspend or terminate the Monitoring Services, in Rhombus’s sole discretion, in the event of: (a) a force majeure event which renders any aspect of the Monitoring Services inoperable or impractical; (b) Customer defaults in its performance obligations under the EULA or these Monitoring Terms, or use of the Monitoring Services in a manner that violates any applicable law or any third party right of privacy; (c) the CSMS’ facilities or communication networks are nonoperational; (d) Customer causes the Monitoring Services to transmit excessive false alarms, runaway signals, or otherwise unreasonably overburdens either Rhombus’s systems or the CSMS’ systems; or (e) Customer fails to provide accurate information for the Emergency Contacts or fails to properly update the Emergency Contacts.